SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)1/
SAMSONITE CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
79604v105
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(CUSIP Number)
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
Attention: Hugh T. McCormick, Esq.
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing parson has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 130, and is filing this
schedule because of Rule 13d-l(e), 13d-l(f) or 13d-l(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of __ Pages
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CUSIP No. 79604v105 13D Page 2 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Artemis American Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,778,523 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,779,523 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,779,523 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 79604v105 13D Page 3 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Artemis Finance SNC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,778,523 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,779,523 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,779,523 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 79604v105 13D Page 4 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Artemis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,779,523 shares of Common Stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
1,779,523 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,779,523 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON*
HC; CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
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Item 1. Security and Issuer.
This Statement on Schedule 13D relates to the Common Stock, par value $0.01
per share ("Common Stock"), of Samsonite Corporation, a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
11200 East 45th Avenue, Denver, Colorado 80239.
Item 2. Identity and Background
This Schedule 13D is being filed jointly on behalf of Artemis America
Partnership ("Artemis America"); Artemis Finance SNC ("Artemis Finance") and
Artemis ("Artemis", and together with Artemis America and Artemis Finance, the
"Reporting Persons").
Artemis America are principally engaged in making and holding investments
in U.S. commercial and industrial businesses. The general partners of Artemis
America are Artemis Finance and Artemis, both of which are holding companies
principally engaged in directly and indirectly making and holding investments in
French and foreign businesses. The directors of Artemis are Francois Pinault,
Patricia Barbizet, Francois-Jean Pinault, Jean-Louis de Roux, and John Ryan.
The principal offices of Artemis America is c/o RL&F Services Corporation,
One Rodney Square, Wilmington, Delaware 19801. The principal offices of Artemis
Finance and Artemis is 5 Boulevard de Latour Maubourg, 75007 Paris, France.
Set forth in Appendix A attached hereto and incorporated herein by
reference are the names, business addresses, principal occupation and
citizenship of each executive officer and director of the Reporting Persons and
other entities as to which such information is required to be disclosed in
response to Item 2 and General Instruction C to Schedule 13D.
During the last five years, none of the Reporting Persons, or, to the best
of their respective knowledge, any executive officer or director of such
entities, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Page 5 of 13 Pages
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Item 3. Source and Amount of Funds or Other Consideration.
See the information set forth under "Item 4. Purpose of the Transaction."
Item 4. Purpose of Transaction.
This filing is being made in connection with the transfer to Artemis
America, effective as of July 29, 1999, of voting rights with respect to
1,778,523 shares of Common Stock currently held by Lion Advisors, L.P. ("Lion")
in a managed account on behalf of Artemis America (the "Transferred Shares").
These shares will remain subject to the incentive fee provisions and other terms
set forth in the Management Agreement relating to such account. Artemis first
acquired voting rights with respect to shares of Common Stock on July 29, 1999.
The Issuer, Artemis America and Apollo Investment Fund, L.P. ("AIF"), [an
affiliate of Lion,] entered into a Stockholders Agreement dated as of July 13,
1999 (the "Stockholders Agreement"), pursuant to which AIF and Artemis America
have agreed to vote all shares of voting stock owned by them (including the
Transferred Shares) to ensure the election to the Board of Directors of the
Issuer of: (i) the Chief Executive Officer of the Issuer; (ii) three designees
of AIF; (iii) one designee of Artemis America and, if requested at any time by
Artemis America, a second designee of Artemis America; and (iv) four individuals
not designated by AIF or Artemis America. Pursuant to the Stockholders
Agreement, if the number of shares of voting stock of the Issuer owned by AIF
and its affiliates shall be less than 50% of the number of shares of voting
stock of the Issuer owned by Artemis America and its affiliates, then Artemis
America shall have the right to designated three directors and AIF shall have
the right to designate two directors. If AIF or Artemis America ceases to own at
least 25% of the shares of Common Stock now owned by such shareholder (including
shares of Common Stock underlying the Convertible Preferred Stock (as defined
below) and shares acquired pursuant to the Backstop Arrangement (as defined
below)), such shareholder would no longer have the right to designate any
directors.
Pursuant to the Stockholders Agreement, AIF and Artemis America each have
the right (a "tagalong right") to participate on a pro rata basis (based upon
the number of shares of voting stock owned by each party) in any sale of shares
of voting stock owned by the other party.
Pursuant to the Stockholders Agreement, AIF and Artemis America each has
agreed to vote, and to cause its affiliates to vote, all shares in excess of its
Applicable Percentage of the number of shares of voting stock outstanding pro
rata with all other shares of voting stock outstanding. "Applicable Percentage"
for Artemis America (or AIF, as applicable) means the product of (a) 34% and (b)
the percentage of the total number of shares owned by Artemis America, AIF and
their affiliates that are owned by Artemis America and its affiliates (or AIF
and its affiliates, as applicable).
In addition, Artemis America and AIF entered a letter agreement dated as of
July 13, 1999 (the "Letter Agreement"), pursuant to which Artemis America has
agreed (i) to acquire from AIF 50% of the shares of Convertible Preferred Stock
acquired by AIF pursuant to the Investment Agreement described below, and (ii)
to purchase 50% of any shares required to be purchased by AIF pursuant to the
Backstop Arrangement described below.
Page 6 of 13 Pages
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On April 14, 1999, AIF purchased from the Issuer 1,000 shares of Series Z
Convertible Preferred Stock, par value S.01 per share, of the Issuer (the
"Convertible Preferred Stock") for an aggregate purchase price of $25,410,000.
The Convertible Preferred Stock was purchased pursuant to an Investment
Agreement dated as of April 7, 1999 (the "Investment Agreement") between AIF and
the Issuer.
The following is a description of certain terms of the Convertible
Preferred Stock:
Conversion. Each share of Convertible Preferred Stock is convertible into
the number of shares of Common Stock determined by dividing (a) $25,410 by (b)
the Conversion Price then in effect, Shares of Convertible Preferred Stock will
first become convertible into shares of Common Stock upon satisfaction of all
applicable legal and regulatory requirements and consummation of the Issuer's
rights offering pursuant to which the Issuer proposes to distribute transferable
rights to purchase up to $75,000,000 of its Common Stock (the "Rights
Offering").
The initial Conversion Price is $6.00. In accordance with the Certificate
of the Designations, Powers, Preferences and Rights of Series Z Convertible
Preferred Stock relating to the Convertible Preferred Stock (the "Certificate of
Designations"), the Conversion Price will be adjusted to equal the per share
subscription price in the Rights Offering. The Conversion Price is subject to
certain anti-dilution provisions as set forth in the Certificate of
Designations.
Dividends. The amount of dividends payable in respect of each share of
Convertible Preferred Stock is equal to the product of (a) the number of shares
of Common Stock into which such share of Convertible Preferred Stock -is
convertible, and (b) the amount of dividends declared and paid on each share of
Common Stock.
Liquidation Preference. After payment to the holders of the outstanding
shares of any class having preference over the Convertible Preferred Stock of
any preferential amounts, holders of Convertible Preferred Stock are entitled to
share ratably with the holders of the Common Stock in the remaining assets of
the Issuer on the basis that such holders would share if all outstanding shares
of Convertible Preferred Stock were then converted into Common Stock.
Mandatory Redemption. Subject to satisfaction of all applicable legal and
regulatory requirements and completion, termination or abandonment of the Rights
Offering, the Company has the right to redeem the shares of Convertible
Preferred Stock, in whole or in part, at any time in exchange for Common Stock.
The number of shares of Common Stock issuable upon redemption shall equal the
result obtained by dividing (a) $2 5,410, by (b) the Conversion Price in effect
on the redemption date.
Mandatory Conversion. Upon satisfaction of all legal and regulatory
requirements and completion, termination or abandonment of the Rights Offering,
if any holder of Convertible Preferred Stock transfers beneficial ownership of
any shares of Convertible Preferred Stock to any third party not affiliated with
such holder, all such shares of Convertible Preferred Stock so transferred are
automatically deemed converted into Common Stock at the then applicable
Conversion Price.
Page 7 of 13 Pages
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Voting Rights. The holders of Convertible Preferred Stock have no voting
rights except (i) as required by law, and (ii) that the holders of Convertible
Preferred Stock have the right to vote as a separate single class upon the
occurrence of certain events as set forth in the Certificate of Designations.
Pursuant to the Investment Agreement, AIF has agreed that if the Rights
Offering is not fully subscribed by stockholders of the Issuer, AIF will
purchase additional shares of Common Stock at the same price per share at which
shares were offered in the Rights Offering, up to a maximum additional
subscription by AIF of $12,090,000 (the "Backstop Arrangement").
Pursuant to a Registration Rights Agreement dated as of April 7, 1999 (the
"Registration Rights Agreement") between the Issuer and AIF, the Issuer has
granted to AIF and its affiliates and designees demand registration rights with
respect to shares of Common Stock owned by AIF, including shares of Common Stock
that may be acquired upon conversion of Convertible Preferred Stock. In the
Letter Agreement, AIF has designated Artemis America the holder of at least one
demand registration right under the Registration Rights Agreement.
Except with respect to the transactions described herein, the Reporting
Persons do not have any plans or proposals which relate to or would result in
any of the matters set forth in (a) through 0) of Item 4 to Schedule 13D.
The Reporting Persons retain the right to change their investment intent,
to propose one or more possible, transactions to the Issuer's board, to acquire
additional shares of Convertible Preferred Stock, Common Stock or other
securities of the Issuer from time to time or to sell or otherwise dispose of
all or part of the Convertible Preferred Stock, Common Stock or such other
securities of the Issuer owned by them from time to time in any manner permitted
by law. In the event of a material change in the present plans or intentions of
the Reporting Persons, the Reporting Persons will amend this Schedule 13D to
reflect such change.
The foregoing response to this Item 4 is qualified in Its entirety by
reference to the Investment Agreement, the Certificate of Designations, the
Letter Agreement, the Stockholders Agreement and the Registration Rights
Agreement, the full texts of which are filed as Exhibits 1, 2, 3, 4 and 5,
respectively, hereto and incorporated herein by this reference.
Item 5. Interest in Securities of the Issuer.
(a) Artemis America beneficially owns an aggregate of 1,778,523 shares of
Common Stock in the account managed by Lion. Lion retains certain rights of
disposition and financial interests in the Transferred Shares. Artemis Finance
and Artemis as general partners of Artemis America may be deemed to be the
beneficial owners of the shares owned by Artemis America. This represents
approximately 16.9% of the number of shares of Common Stock outstanding.
As a result of the Stockholders Agreement described in Item 4 above, the
Reporting Persons and AIF may be deemed to have formed a "group" within the
meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The filing of this Schedule 13D shall not be construed as an
admission that any Reporting Person is, for the
Page 8 of 13 Pages
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purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other
purpose, the beneficial owner of any securities other than the securities stated
herein to be beneficially owned by such Reporting Person. The Reporting Persons
expressly disclaim beneficial ownership of any shares of Common Stock other than
the Transferred Shares, including and shares of Common Stock beneficially owned
by AIF or any other party and further disclaim the existence of a group.
(b) The Reporting Persons may be deemed to have shared dispositive power
with respect to 1,778,523 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer.
The information set forth in Item 4 above is hereby incorporated by
reference.
Item 7. Material to be Filed as Exhibits.
EXHIBIT 1. Investment Agreement dated as of April 7, 1999 between AIF and
the Issuer.*
EXHIBIT 2. Certificate of the Designations, Powers, Preferences and Rights
of Series Z Convertible Preferred Stock relating to the
Convertible Preferred Stock.**
EXHIBIT 3. Letter Agreement dated July 13, 1999 between AIF and Artemis
America.***
EXHIBIT 4. Stockholders Agreement dated as of July 13, 1999 among the
Issuer, AH and Artemis America.****
EXHIBIT 5. Registration Rights Agreement dated as of April 7, 1999 between
the Issuer and AIF.*****
* Incorporated by reference to Exhibit 10.2 to the Issuer's Quarterly Report
on Form I O-Q for the three months ended April 30, 1999.
** Incorporated by reference to Exhibit 10. 3 to the Issuer's Quarterly Report
on Form I O-Q for the three months ended April 30, 1999.
*** Incorporated by reference to Exhibit 3 of the Form 13D filed by AIF on
August 4, 1999.
Page 9 of 13 Pages
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**** Incorporated by reference to Exhibit 4 of the Form 13D filed by AIF on
August 4, 1999.
*****Incorporated by reference to Exhibit 10.4 to the Issuer's Quarterly Report
on Form 10-Q for the three months ended April 30, 1999.
Page 10 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 9, 1999
ARTEMIS AMERICA PARTNERSHIP
By: Artemis, General Partner
By: /s/ Emmanuel Cueff
Name: Emmanuel Cueff
Title: General Secretary
ARTEMIS FINANCE SNC
By: Artemis, Managing General Partner
By: /s/ Emmanuel Cueff
Name: Emmanuel Cueff
Title: General Secretary
ARTEMIS
By: /s/ Emmanuel Cueff
Name: Emmanuel Cueff
Title: General Secretary
Page 11 of 13 Pages
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APPENDIX A TO ITEM 2
The following sets forth information with respect to the general partners,
executive officers, directors and principal shareholders of the Reporting
Persons.
The general partners of Artemis America are Artemis Finance and Artemis.
The managing general partner of Artemis Finance is Artemis.
The directors and executive officers of Artemis are Francois Pinault,
Chairman; Patricia Barbizet, Directors and Co-Chief Executive Officer;
Francois-Jean Pinault, Director and Co-Chief Executive Officer; Jean Louis de
Roux, Director; and John Ryan, Director. Mr. Ryan is a U.S. citizen. All of the
other directors and officers listed above are French citizens. The business
address for each of the above directors and officers is 5 Boulevard de Latour
Mauborg, 75007, Paris, France.
Page 12 of 13 Pages
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EXHIBIT INDEX
EXHIBIT 1. Investment Agreement dated as of April 7, 1999 between AIF and
the Issuer.*
EXHIBIT 2. Certificate of the Designations, Powers, Preferences and Rights
of Series Z Convertible Preferred Stock relating to the
Convertible Preferred Stock.**
EXHIBIT 3. Letter Agreement dated July 13, 1999 between AIF and Artemis
America.***
EXHIBIT 4. Stockholders Agreement dated as of July 13, 1999 among the
Issuer, AH and Artemis America.****
EXHIBIT 5. Registration Rights Agreement dated as of April 7, 1999 between
the Issuer and AIF.*****
* Incorporated by reference to Exhibit 10.2 to the Issuer's Quarterly Report
on Form I O-Q for the three months ended April 30, 1999.
** Incorporated by reference to Exhibit 10. 3 to the Issuer's Quarterly Report
on Form I O-Q for the three months ended April 30, 1999.
*** Incorporated by reference to Exhibit 3 of the Form 13D filed by AIF on
August 4, 1999.
**** Incorporated by reference to Exhibit 4 of the Form 13D filed by AIF on
August 4, 1999.
*****Incorporated by reference to Exhibit 10.4 to the Issuer's Quarterly Report
on Form 10-Q for the three months ended April 30, 1999.
Page 13 of 13 Pages
