SAMSONITE CORP/FL
S-1/A, 1999-09-24
LEATHER & LEATHER PRODUCTS
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<PAGE>


As filed with the Securities and Exchange Commission on September 24, 1999

                                                 Registration No. 333-78839
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                              AMENDMENT NO. 1

                                    TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                             SAMSONITE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                     3161                    36-3511556
    (State or Other       (Primary Standard Industrial     (I.R.S. Employer
    Jurisdiction of        Classification Code Number)  Identification Number)
    Incorporation or
     Organization)

                             11200 East 45th Avenue
                             Denver, Colorado 80239
                                 (303) 373-2000
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                               Agent for Service)

                             Steve Armstrong, Esq.
                                General Counsel
                             Samsonite Corporation
                             11200 East 45th Avenue
                             Denver, Colorado 80239
                                 (303) 373-2000
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

                                ----------------

                                    Copy to:
                           Gregory A. Fernicola, Esq.
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 735-3000

  Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
  If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

                                ----------------

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the     +
+Securities and Exchange Commission is effective. This prospectus is not an    +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted.             +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

             Subject to Completion. Dated September 24, 1999.

Prospectus


[LOGO]
                             12,500,000 Shares

                             Samsonite Corporation

                                  Common Stock

                                  -----------

  We are distributing to the holders of our common stock transferable rights to
purchase up to an aggregate of 12,500,000 shares of our common stock at a cash
subscription price of $6.00 per share. The total purchase price of shares
offered in this rights offering will be $75,000,000 if the rights offering is
fully subscribed. You will not be entitled to receive any Rights unless you are
a stockholder of record as of the close of business on September   , 1999.

  The Rights will expire if they are not exercised by 5:00 p.m., New York City
time, on October , 1999, the expected expiration date of this rights offering.
We, in our sole discretion, may extend the period for exercising the Rights.
Rights which are not exercised by the expiration date of the rights offering
will expire and will have no value. You should carefully consider whether or
not to exercise or sell your Rights before the expiration date.

  Prior to April 7, 1999, Apollo Investment Fund, L.P. beneficially owned
approximately 34% of our outstanding common stock, of which approximately one-
half was held by Lion Advisors, L.P., an affiliate of Apollo, in a managed
account under the terms of an investment management agreement with Artemis
America Partnership. On April 7, 1999, we announced our intention to commence a
$75 million rights offering. On the same day, we entered into an agreement with
Apollo whereby Apollo agreed to make a "bridge" investment equal to the
aggregate subscription price of the rights that would have been distributable
to it and Lion in the proposed $75 million rights offering and to "back-stop"
the rights offering by purchasing additional shares not subscribed for by other
stockholders, up to a maximum potential total investment in connection with the
rights offering of $37.5 million.

  In April 1999, Apollo made its bridge investment of $25,410,000 by purchasing
1,000 shares of our Series Z Convertible Preferred Stock which is initially
convertible into our common stock at the rate of $6.00 per common share for a
total of 4,235,000 shares. The Series Z Convertible Preferred Stock purchased
by Apollo is intended to be the economic equivalent of the underlying shares of
common stock. We used part of the proceeds from Apollo's bridge investment to
pay the cash premium for an insurance policy covering various lawsuits filed
between March 13, 1998 and March 9, 1999 against us, related parties and former
directors, and to pay certain costs incurred to defend these lawsuits.

  On July 13, 1999, Apollo raised the amount of its back-stop commitment by
$12.5 million, increasing Apollo's maximum potential total investment to $50.0
million, and, in a separate agreement, Artemis agreed to make up to an
additional $25 million investment in Samsonite by purchasing from Apollo, at
Apollo's cost, one-half of the shares that Apollo purchased in its bridge
investment and one-half of any shares that Apollo is obligated to purchase
under its increased back-stop commitment.

<TABLE>
<CAPTION>
                                          Per Share    Minimum        Maximum
                                          ---------  -----------    -----------
<S>                                       <C>        <C>            <C>
Subscription Price.......................   $6.00    $50,000,000(a) $75,000,000
Estimated Expenses.......................    0.29(b)   2,425,000      2,425,000
Net Proceeds to Samsonite................    5.71(b)  47,575,000     72,575,000
</TABLE>
- -----

  (a) Represents proceeds from the Apollo bridge investment and the minimum
proceeds from the back-stop agreement with Apollo.

  (b) Represents the estimated expenses and net proceeds per share assuming
that the minimum number of shares are purchased in the rights offering. If the
maximum number of shares are purchased, the estimated expenses and net proceeds
per share would be $0.19 and $5.81, respectively.

  An investment in our common stock is very risky. You should consider
carefully the risk factors beginning on page 10 in this prospectus before
exercising or selling your Rights.

  Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

                                  -----------

                   The date of this prospectus is    , 1999.
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
No Board Recommendation..................................................   ii
Questions and Answers About the Rights Offering..........................  iii
Prospectus Summary.......................................................    1
Risk Factors.............................................................   10
The Rights Offering......................................................   18
Apollo Bridge Investment; Back-stop Agreements; The Artemis Investment...   25
Use of Proceeds..........................................................   28
Price Range of Our Common Stock and Dividend Policy......................   28
Capitalization...........................................................   29
Selected Historical Consolidated Financial Information...................   30
Management's Discussion and Analysis of Financial Condition and Results
 of Operations...........................................................   34
Business.................................................................   54
Management...............................................................   62
Security Ownership of Management and Beneficial Owners of More than 5% of
 Our Common Stock........................................................   77
Description of Our Principal Indebtedness................................   80
1998 Recapitalization....................................................   83
Description of Our Capital Stock.........................................   84
Certain United States Federal Income Tax Consequences....................   95
Legal Matters............................................................   96
Experts..................................................................   96
Where Can You Find More Information......................................   96
Index to Consolidated Financial Statements...............................  F-1
</TABLE>
<PAGE>

                            No Board Recommendation

  Our board of directors believes the rights offering is in the best interests
of Samsonite. The rights offering, and in particular, Apollo's bridge
investment, enabled us to pay the cash premium for an insurance policy covering
various lawsuits filed between March 13, 1998 and March 9, 1999 against us,
related parties and former directors, and to pay certain costs incurred to
defend these lawsuits. Under the terms of our Credit Facility, we were, in
effect, required to fund these payments with the proceeds of an equity
issuance. The rights offering will also result in the reduction of outstanding
indebtedness and availability under our Credit Facility and, depending whether
or not the rights offering is well subscribed, may provide us with additional
funds that will be available for general corporate purposes.

  Our board of directors is not making any recommendation to you as to whether
you should exercise your subscription privileges. Each of you must make your
own decision as to whether to exercise your subscription privileges. You should
not view Apollo's bridge investment or back-stop agreement or Artemis'
agreement to purchase from Apollo one-half of the shares that Apollo purchased
pursuant to its bridge investment and one-half of any shares that Apollo is
obligated to purchase pursuant to its back-stop commitment, as a recommendation
or other indication by Apollo, Artemis or our board of directors, that the
exercise or sale of your Rights is in your best interests. An investment in
shares of our common stock must be made according to your own evaluation of
your own best interests.

  No dealer, salesman or other person has been authorized by us to provide you
with any information other than the information contained in this prospectus.
You should rely only on the information provided in this document or other
information that we have referred you to. This prospectus and rights offering
do not constitute an offer to sell or solicitation to buy these securities in
any jurisdiction in which an offer or solicitation would be unlawful.

  Corporate Investor Communications, Inc., our information agent, has agreed to
provide services to us in connection with the rights offering. If you require
assistance, please contact our Information Agent toll free at (877) 460-4352.
Banks and brokers please call (201) 896-1900.

                                       ii
<PAGE>

                Questions and Answers About the Rights Offering

Q: What is the rights offering?

A: The rights offering is a distribution of Rights on a pro rata basis to all
   of our stockholders who hold shares of our common stock on September  ,
   1999, the record date. "Pro rata" means in proportion to the number of
   shares of our common stock which you and the other stockholders hold on the
   record date. We are distributing Rights to purchase an aggregate of
   12,500,000 shares of common stock. The actual number of Rights to be
   distributed per share will be dependent upon the number of shares of common
   stock outstanding on the record date for the rights offering. The number of
   Rights per share will be calculated by dividing (1) 12,500,000, the total
   number of shares of common stock that may be purchased in the rights
   offering, by (2) the total number of outstanding shares of common stock as
   of the record date. Based upon the number of shares outstanding at July 31,
   1999, 1.189 Rights per share would be distributed for every share of our
   common stock. The rights offering includes Apollo's bridge investment of
   $25,410,000. In connection with Apollo's bridge investment, Apollo and
   Artemis agreed not to exercise Rights to purchase 4,235,000 shares (for an
   aggregate subscription price of $25,410,000). These Rights represent the
   Rights that would have been distributable to them in the rights offering.

Q: What is a Right?

A: Each Right entitles its holder to purchase one share of our common stock at
   a subscription price of $6.00. Each Right carries with it a basic
   subscription privilege and an over-subscription privilege.

Q: How was the subscription price per share determined?

A: The range of subscription prices (a minimum of $5.00 per share and a maximum
   of $7.00 per share) was established under the agreement dated April 7, 1999,
   between the Company and Apollo, whereby Apollo agreed to make the bridge
   investment and to back-stop the rights offering. The average of the closing
   prices of our common stock on Nasdaq for the five trading days immediately
   preceding April 7, 1999, was slightly less than $6.00 per share, and the
   initial conversion rate of the Series Z Convertible Preferred Stock
   purchased by Apollo was set at $6.00 per common share. Therefore, if you
   exercise your Rights, you will be paying the same price per share as Apollo
   is paying.

  Our agreement with Apollo provided that we could not set the subscription
  price at a price other than $6.00 per share unless the NASD confirmed that
  a downward adjustment of the conversion rate of the preferred stock will
  not require shareholder approval under Rule 4460(i)(1)(D) of the Nasdaq
  Stock Market Marketplace Rules. The NASD did not provide this confirmation.
  For more information regarding the agreement with Apollo, see "Apollo
  Bridge Investment; Back-stop Agreements; The Artemis Investment".

Q: What is the basic subscription privilege?

A: The basic subscription privilege of each Right entitles you to purchase one
   share at the $6.00 subscription price.

Q: What is the over-subscription privilege?

A: The over-subscription privilege of each Right entitles you, if you fully
   exercise your basic subscription privilege, to subscribe for additional
   shares of our common stock at the same $6.00 subscription price per share.

Q: What are the limitations of the over-subscription privilege?

A: We will be able to satisfy your exercise of the over-subscription privilege
   only if other Rights holders do not fully exercise their basic subscription
   privileges. If sufficient shares of our common stock are available, we will
   honor the over-subscription requests in full. If over-subscription requests
   exceed the

                                      iii
<PAGE>


   number of shares which are available, we will allocate the available shares
   pro rata among those Rights holders who over-subscribed based on the number
   of shares each Rights holder subscribed for under the basic subscription
   privilege. Each of Apollo and Artemis has agreed not to exercise its over-
   subscription privilege. Instead Apollo has agreed to back-stop the rights
   offering and Artemis has agreed to purchase from Apollo one-half of the
   shares Apollo is obligated to purchase in the back-stop as described below.

Q: What are Apollo's obligations to "back-stop" the rights offering?

A: Apollo has agreed to purchase remaining shares of our common stock not
   subscribed for by other Rights holders up to a maximum additional
   subscription by Apollo equal to $24,590,000. This is referred to as
   Apollo's back-stop agreement. In connection with Apollo's bridge
   investment, Apollo and Artemis agreed not to exercise or transfer the
   Rights that would have been distributable to them in the rights offering.


Q: How will the rights offering affect Apollo's and Artemis' ownership of
   Samsonite common stock?

A: Prior to April 7, 1999, Apollo beneficially owned approximately 34% of our
   outstanding common stock, of which approximately one-half was owned by Lion
   Advisors, L.P., an affiliate of Apollo, in a managed account under the
   terms of an investment management agreement with Artemis America
   Partnership. Artemis is an affiliate of Artemis S.A., the holding company
   of Francois Pinault, a French financier unaffiliated with Apollo. On April
   7, 1999, we announced our intention to commence a $75 million rights
   offering. On the same day, we entered into an agreement with Apollo whereby
   Apollo made a "bridge" investment equal to the aggregate subscription price
   of the rights that would have been distributable to it and Lion in the
   rights offering. Apollo also agreed to "back-stop" the rights offering by
   purchasing additional shares not subscribed for by other stockholders, up
   to a maximum total investment in connection with the rights offering of
   $37.5 million. Apollo made its bridge investment by purchasing our Series Z
   Convertible Preferred Stock for a purchase price of $25,410,000. On July
   13, 1999, Apollo raised the amount of its back-stop commitment by $12.5
   million, increasing Apollo's maximum potential total investment to $50
   million, and, in a separate agreement, Artemis agreed to make up to an
   additional $25 million investment in Samsonite by purchasing from Apollo,
   at Apollo's cost, one-half of the shares that Apollo purchased in its
   bridge investment and one-half of any shares that Apollo is obligated to
   purchase under its increased back-stop commitment. Subsequently, the voting
   rights with respect to the shares held by Lion in the managed account were
   relinquished to Artemis, and Artemis closed the purchase of $12,705,000 of
   Series Z Convertible Preferred Stock from Apollo.

   After giving effect to the transactions contemplated by the agreements
   referred to in the preceding paragraph and assuming that all shares of our
   Series Z Convertible Preferred Stock, Apollo's and Artemis' percentage
   ownership of our outstanding common stock after the rights offering is
   completed will be as follows. If no Rights holder exercises its Rights in
   the rights offering, Apollo and Artemis will each beneficially own
   approximately 31.5% of our outstanding common stock. If all Rights holders
   fully exercise their basic subscription privileges, then Apollo and Artemis
   will each beneficially own approximately 17% of our outstanding shares, the
   same percentage beneficially owned by Apollo and Lion prior to the bridge
   investment.

  The Series Z Convertible Preferred Stock is non-voting. Apollo and Artemis
  have agreed to vote any shares issuable upon conversion of the Series Z
  Convertible Preferred Stock and any shares of our common stock purchased
  pursuant to the back-stop agreement in proportion to the votes of other
  stockholders to the extent that their combined beneficial ownership exceeds
  approximately 34% of our total outstanding voting stock. This will have the
  effect of negating any incremental impact of Apollo's or Artemis' vote of
  those shares in excess of 34% on a combined basis, the combined beneficial
  ownership percentage of Apollo and Lion prior to the bridge investment.


Q: What should I do if I want to participate in the rights offering but my
   shares are held in the name of my broker, custodian bank or other nominee?

A: If you hold shares of our common stock through a broker, custodian bank or
   other nominee, we will ask your broker, custodian bank or other nominee to
   notify you of the rights offering. If you wish to sell or

                                      iv
<PAGE>


   exercise your Rights, you will need to have your broker, custodian bank or
   other nominee act for you. To indicate your decision, you should complete
   and return to your broker, custodian bank or other nominee the form
   entitled "Beneficial Owner Election Form". You should receive this form
   from your broker, custodian bank or other nominee with the other rights
   offering materials.

Q: Will I be charged a sales commission or a fee if I exercise my Rights?

A: No. We will not charge a brokerage commission or a fee to Rights holders
   for exercising their Rights. However, if you exercise your Rights through a
   broker or nominee, you will be responsible for any fees charged by your
   broker or nominee. If you sell your Rights, you will be responsible for any
   fees arising from the sale.

Q: Are there any conditions to my right to exercise my Rights?

A: Yes. Your right to exercise your Rights is subject to the conditions
   described under "The Rights Offering--Conditions to the Rights Offering."

Q: May I transfer my Rights if I do not want to purchase any shares?

A: Yes. The Rights are transferable until the close of business on the last
   trading day before the rights offering expires.

Q: How may I sell my Rights?

A: You may try to sell your Rights through normal investment channels.
   However, the Rights are a new issue of securities with no established
   trading market and we can give no assurance that a market for the Rights
   will develop, or if a market does develop, as to how long it will continue.
   Therefore, we cannot assure you that you will be able to sell any of your
   Rights.

Q: Will I be able to trade my Rights on Nasdaq?

A: No. The Rights will not be listed for trading on Nasdaq or any stock
   exchange.

Q: Am I required to subscribe in the rights offering?

A: No.

Q: If I exercise Rights in the rights offering, may I cancel or change my
   decision?

A: No. Once you have exercised your subscription privileges your exercise may
   not be revoked.

Q: If the rights offering is not completed, will my subscription payment be
   refunded to me?

A: Yes. The Subscription Agent will hold all funds it receives in an interest-
   bearing account until completion of the rights offering. If the rights
   offering is not completed, the Subscription Agent will return promptly,
   without interest, all subscription payments.

Q: What should I do if I have other questions?

A: If you have questions or need assistance, please contact the Information
   Agent, at:

    Corporate Investor Communications, Inc.

    111 Commerce Road

    Carlstadt, NJ 07072

    Toll free (877) 460-4352

    Banks and brokers please call (201) 896-1900.

  For a more complete description of the rights offering, see "The Rights
Offering" beginning on page 18.

                                       v
<PAGE>

                               Prospectus Summary

  This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the financial data and
related notes, before making an investment decision. The terms "Samsonite",
"the Company", "our" and "we" as used in this Prospectus refer to Samsonite
Corporation and its consolidated subsidiaries, unless we indicate otherwise or
the context otherwise requires. Our fiscal year ends on January 31 and any
references to a fiscal year refer to the calendar year in which it ended (for
example, "fiscal 1999" refers to the 12 months ended January 31, 1999). For
purposes of this Prospectus, the 12,500,000 shares offered in this rights
offering include the 4,235,000 shares underlying the convertible preferred
stock purchased by Apollo in its bridge investment.

                                  The Company

  We are one of the world's largest manufacturers and distributors of luggage,
marketing products under brands such as Samsonite(R), American Tourister(R) and
Lark(R). With net sales of $697.4 million in fiscal 1999, we are a leader in
the highly fragmented luggage market where the vast majority of our competitors
have annual luggage sales that are less than 15% of ours. We offer a broad
range of luggage and luggage-related products, including suitcases, garment
bags, casual bags, business cases and other travel bags. We also license our
trademarks for use on products such as travel accessories, personal leather
goods, handbags, clothing and furniture.

  Our products are produced around the world at 14 Samsonite-operated
manufacturing facilities or by third-party suppliers. We benefit from our large
size through volume-driven purchasing and manufacturing economies. We sell our
products in more than 100 countries at approximately 27,000 retail locations,
including department stores, specialty stores, catalog showrooms, mass
merchants and warehouse clubs. In the United States, we also sell our products
through approximately 200 Samsonite-operated stores.

  Our leading position in the global luggage industry is due primarily to:

  .  Widely Recognized Brand Names. Samsonite and American Tourister are two
     of the most widely-recognized luggage brand names in the world. The Lark
     brand is also well established in the premium segment of the U.S.
     luggage market. We support our brands with brand advertising programs.
     We are the only luggage maker who regularly advertises on national
     television in the United States and Europe. For the last five fiscal
     years we have invested, on average, in excess of $50 million annually in
     national and co-op advertising programs and related promotional
     activities.

  .  Innovative, High Quality Products. We design and develop innovative,
     consumer preferred luggage. We have introduced or popularized many of
     today's most successful luggage products and features, including
     suitcases on wheels, suitcases with a built-in luggage cart and full
     featured structured garment bags. We are a leader in new luggage
     technologies. Our products have a worldwide reputation for high quality
     and durability.

  .  Global Manufacturing and Distribution. Our global production network
     consists of 14 Samsonite-operated manufacturing facilities and third
     party suppliers located in the Far East, Eastern Europe and the
     Dominican Republic. By operating our own facilities to produce hardside
     luggage and various softside products, we believe that we are able to
     control manufacturing quality and reduce production lead time and
     delivery costs. Our global sourcing network also enables us to
     opportunistically source products from countries with low production
     costs and favorable currency exchange rates. Our luggage distribution
     networks in the United States and in Europe are the largest and most
     technologically advanced in the industry.

  Our principal corporate office is at 11200 East 45th Avenue, Denver, Colorado
80239, and our telephone number is (303) 373-2000.

                                       1
<PAGE>


Recent Unsatisfactory Performance of the U.S. Wholesale Business

  Despite record sales and operating results achieved by our European and U.S.
Retail businesses (which together accounted for approximately 62% of our
consolidated net sales in fiscal 1999), our consolidated results for fiscal
1999 were depressed by the unsatisfactory performance of our U.S. Wholesale
business. The performance of our U.S. Wholesale business was badly hurt by a
variety of operating problems that began to emerge at the end of the third
quarter of fiscal 1998, as well as by factors affecting the U.S. luggage
industry in general, including weaker than anticipated demand, numerous
discount luggage promotions and excess inventories in the market place. The
operating problems affecting our U.S. Wholesale business were, in significant
part, attributable to certain marketing, product and pricing strategies to grow
revenues of Samsonite branded products in the United States.

  Commencing at the beginning of fiscal 1999, we took aggressive actions to
turn around our U.S. Wholesale business. These actions included:

  .  Replacing the management responsible for U.S. Wholesale operations.

  .  Reorganizing management along "channel management" lines that focus
     separately on each of our channels of distribution.

  .  Substantially eliminating cross distribution channel selling and
     modifying our strategy for our Samsonite-operated retail stores to
     improve relationships with our trade customers.

  .  Revising our product offerings and pricing strategy to be more
     responsive to trade customer needs and to the competition.

  .  Modifying our co-op advertising and sales promotion policies to be more
     cost effective.

  .  Reducing production levels, particularly in our Denver hardside plant
     and Tucson/Nogales softside plants, to bring volume into line with
     expected sales.

  .  Working with our trade customers and Samsonite-operated stores to reduce
     our excess working capital.

  .  Rightsizing the cost structure of our U.S. Wholesale operations and
     support functions, including restructuring our U.S. manufacturing
     operations.

  Although the foregoing actions did not have a meaningful impact on our
financial results in fiscal 1999, by fiscal 1999 year-end, these measures had
significantly reduced operating costs and negative plant production variances,
helped to balance Samsonite branded inventories in the marketplace and improved
relationships with our trade customers. During the first six months of fiscal
2000, there was continued improvement in the performance of our U.S. Wholesale
business. Despite these positive developments and improved performance during
the first half of fiscal 2000, the U.S. Wholesale business has continued to
perform below historical levels.

  In February 1999, we took further steps to restructure U.S. Wholesale sales
and marketing by consolidating these functions in our Warren, Rhode Island
offices and by promoting the executive responsible for the success of our U.S.
Retail operation to the position of President, Samsonite USA, with
responsibilities for all U.S. and Canadian operations. In February 1999, we
also leased a newly constructed 322,000 square foot warehouse adjacent to our
Denver headquarters, which has improved distribution service levels to our
customers and is permitting us over time to close other, less efficient
warehouses operated by the U.S. Wholesale business. In April 1999, we succeeded
in negotiating the renewal of our labor agreement covering employees in our
Denver plant to provide more flexible work rules which have notably improved
the efficiency of this operation. Finally, we began to revise our marketing
strategy, which focused too heavily on the Samsonite brand to the detriment of
our two other principal brands, American Tourister and Lark. As part of

                                       2
<PAGE>


our refocused emphasis on channel management, we, in early 1999, "re-launched"
our American Tourister and Lark brands with new competitively priced products.

  As a result of the on-going corrective measures described above, we believe
that our U.S. Wholesale business has shown and should continue to show
significant improvement as fiscal 2000 progresses.

Our Strategy

  While our highest priority is to turn around our U.S. Wholesale business, we
will continue to implement and refine strategies used in our successful
European, U.S. Retail and International businesses as described below.

  .  Expand Channels of Distribution and Product Offerings. We plan to
     increase our presence in channels of distribution where we believe we
     are under-represented by using targeted marketing and sales efforts
     tailored to each channel and by exploiting our manufacturing and
     sourcing leverage. As part of this strategy, we are aggressively
     pursuing opportunities to sell American Tourister and retailer labeled
     products to mass merchant retailers and in other high volume
     distribution channels throughout the world. We have also begun to
     introduce more casual bags and business cases in the U.S. in order to
     expand our sales in these growth categories.

  .  Strengthen Marketing and Product Innovation. We plan to continue to
     expand our presence in the worldwide luggage market from both a trade
     and consumer standpoint. We believe that the company-wide organization
     of management along "channel management" lines should strengthen our
     marketing efforts by facilitating more accurate forecasting, better
     inventory management and more rapid response to competitive pressures,
     on a channel-by-channel basis. As a result, we expect to introduce more
     consumer-preferred products, styles and features at price-to-value
     relationships appropriate to each channel, supported by more effective
     advertising, strengthened point-of-sales programs and better customer
     service.

  .  Continue Worldwide Expansion. We plan to continue expansion in countries
     where growing economies and reduced political and trade barriers provide
     opportunities for long-term growth. We currently have operations in a
     number of emerging foreign markets, including India, China, South
     America and the Pacific Rim.

  .  Improve Distribution Systems in the U.S. We plan to improve the ability
     of our U.S. Wholesale business to process and ship customer orders in a
     timely, cost effective manner, modeled after our integrated order
     processing, distribution and automated warehousing system in Europe. We
     believe that the European system has resulted in a number of benefits,
     including increased shipping capacity, lower distribution costs, lower
     customer inventory levels and fewer returns and customer disputes, and
     that it affords us a competitive advantage over other manufacturers and
     distributors of luggage in Europe. We have occupied a newly constructed
     322,000 square foot warehouse in Denver and completed the installation
     of new distribution software in the U.S., which are the first steps in
     moving towards our European distribution model.

                                 Recent Events

  Additional Insurance for Stockholders Lawsuits. After the end of fiscal 1999,
we took action to protect us from various purported stockholder class action
lawsuits and a purported derivative action filed between March 13, 1998 and
March 9, 1999 against us, related parties and former directors. In April 1999,
we purchased an insurance policy whereby the insurer assumed responsibility for
the defense and ultimate resolution of these lawsuits. We believe that the
insurance policy will cover substantially all future costs to defend and
resolve these lawsuits. Our consolidated statements of operations for the
fiscal year ended January 31, 1999 reflect the accrual of substantially all
costs incurred and expected to be incurred in connection with these lawsuits.

                                       3
<PAGE>


  Apollo's Bridge Investment. In April 1999, Apollo made its bridge investment
of $25,410,000 by purchasing 1,000 shares of our Series Z Convertible Preferred
Stock which is initially convertible into our common stock at the rate of $6.00
per common share for a total of 4,235,000 shares. The Series Z Convertible
Preferred Stock is intended to be the economic equivalent of the 4,235,000
underlying shares of common stock. Apollo's bridge investment enabled us to pay
the cash premium for the insurance policy described above and to pay certain
costs incurred to defend these lawsuits. Under the terms of our Credit
Facility, we were, in effect, required to fund these payments with the proceeds
of an equity issuance.

Artemis' Investment. Prior to the bridge investment, Apollo beneficially owned
approximately 34% of our outstanding common stock, approximately half of which
was held by Lion, an affiliate of Apollo, in a managed account under the terms
of an investment management agreement with Artemis. As of July 13, 1999,
Artemis agreed to make an additional investment in Samsonite of up to $25
million by purchasing from Apollo, at Apollo's cost, one-half of the shares
that Apollo purchased in its bridge investment and one-half of any shares that
Apollo is obligated to purchase under its increased back-stop commitment.
Subsequently, the voting rights with respect to the shares held by Lion in the
managed account were relinquished to Artemis, and Artemis closed the purchase
of 500 shares of Series Z Preferred Stock from Apollo for $12,705,000.

Stockholders Agreement. On July 13, 1999, we entered into a stockholders
agreement with Apollo and Artemis. The stockholders agreement contains Apollo's
agreement to raise its back-stop commitment by $12.5 million, increasing its
total maximum investment in connection with the rights offering to $50 million,
as well as other provisions that affect the rights and obligations of Apollo
and Artemis. These provisions include the following agreements:

 .  Apollo and Artemis agreed with each other to vote their shares for a
   specified slate of directors, which would include all of the current members
   of our Board of Directors, plus, at the request of Artemis, an additional
   person designated by Artemis.

 .  Apollo and Artemis agreed to vote any shares issuable upon conversion of the
   Series Z Convertible Preferred Stock acquired in the bridge investment and
   any shares of our common stock purchased under the back-stop agreement in
   proportion to the votes of other stockholders to the extent that their
   aggregate beneficial ownership exceeds approximately 34% of our total
   outstanding voting stock.

 .  We agreed to make certain amendments to our Stockholder Rights Plan to,
   among other things, permit the transactions contemplated by the stockholders
   agreement. We also agreed not to further amend our Stockholder Rights Plan
   without the prior written consent of each of Apollo and Artemis, subject to
   the fiduciary duties of our board of directors.

The stockholders agreement is described in more detail under "Apollo Bridge
Investment; Back-stop Agreements; The Artemis Investment."

                                       4
<PAGE>


                              The Rights Offering

Rights......................
                              We will distribute to each stockholder of record
                              as of the close of business on September   ,
                              1999, at no charge, transferable subscription
                              Rights to purchase an aggregate of 12,500,000
                              shares of common stock. The number of Rights to
                              be distributed for each share owned on this
                              record date will be dependent upon the number of
                              shares of common stock outstanding on the record
                              date. The actual number of Rights to be
                              distributed per share will be calculated by
                              dividing (1) 12,500,000, the total number of
                              shares of common stock that may be purchased in
                              the rights offering, by (2) the total number of
                              outstanding shares of common stock as of the
                              record date. Based upon the number of shares
                              outstanding at July 31, 1999, 1.189 Rights per
                              share would be distributed for every share of our
                              common stock. No fractional Rights or cash in
                              lieu of fractional Rights will be issued.
                              Fractional Rights will be rounded to the nearest
                              whole number with such adjustments as may be
                              necessary to ensure that if all Rights are
                              exercised, we will receive gross proceeds of $75
                              million.

Basic Subscription
Privilege...................  Each Right will entitle the holder to purchase
                              one share of our common stock for $6.00, the per
                              share subscription price.

Over-Subscription
Privilege...................  Each Rights holder who elects to exercise the
                              basic subscription privilege in full may also
                              subscribe for additional shares at the same
                              subscription price per share. If an insufficient
                              number of shares is available to fully satisfy
                              the over-subscription privilege requests, the
                              available shares will be sold pro rata among
                              Rights holders who exercised their over-
                              subscription privilege based on the number of
                              shares each Rights holder subscribed for under
                              the basic subscription privilege. The
                              Subscription Agent will return any excess
                              payments by mail without interest or deduction
                              promptly after the expiration of the rights
                              offering.

Conditions to the Rights      Your right to exercise your Rights is subject to
Offering....................  the conditions described under "The Rights
                              Offering--Conditions to the Rights Offering."

Apollo Bridge Investment
and Back-stop; Artemis
Investment..................  In April 1999, Apollo made a bridge investment of
                              $25,410,000, an amount equal to the aggregate
                              subscription price of the Rights that would have
                              been distributable to Apollo and an affiliate at
                              that time. Apollo has agreed to purchase
                              remaining shares not subscribed for by other
                              Rights holders under their basic subscription
                              privileges and over-subscription privileges, up
                              to a maximum aggregate additional subscription by
                              Apollo equal to $24,590,000. Artemis has agreed
                              to purchase from Apollo, at Apollo's cost, one-
                              half of the shares that Apollo purchased in the
                              bridge investment and one-half of the shares that
                              Apollo is obligated to purchase under the back-
                              stop agreement. In connection with the bridge
                              investment and back-stop agreement, Apollo and
                              Artemis agreed not to exercise or transfer the
                              Rights to be received by them in the rights
                              offering and to hold such Rights until they
                              expire.

                                       5
<PAGE>


Subscription Price..........  $6.00 per share.


Record Date.................  September   , 1999.


Expiration Date.............  The Rights will expire, if not exercised, at 5:00
                              p.m., New York City time, on October   , 1999,
                              unless we decide to extend the rights offering
                              until some later time.

Transferability of Rights...  The Rights will be evidenced by transferable
                              Rights certificates. The Rights are transferable
                              until the close of business on the last trading
                              day prior to the expiration date, at which time
                              they will cease to have any value. However, we
                              can give no assurance that a market for the
                              Rights will develop or, if a market develops, how
                              long it will continue.

Procedure for Exercising
Rights......................  You may exercise your Rights by properly
                              completing and signing your Rights certificate.
                              You must deliver your Rights certificate with
                              full payment of the subscription price to the
                              Subscription Agent on or prior to the expiration
                              date. If you use the mail, we recommend that you
                              use insured, registered mail, return receipt
                              requested. If you cannot deliver your Rights
                              certificate to the Subscription Agent on time,
                              you may follow the guaranteed delivery procedures
                              described under "The Rights Offering--Guaranteed
                              Delivery Procedures" beginning on page 23.

                              Once you have exercised the basic subscription
                              privilege or over-subscription privilege your
                              exercise may not be revoked. Rights not exercised
                              prior to the expiration of the rights offering
                              will lose their value.

How Rights Holders Can
Exercise Rights Through
Others......................  If you hold shares of our common stock through a
                              broker, custodian bank or other nominee, we will
                              ask your broker, custodian bank or other nominee
                              to notify you of the rights offering. If you wish
                              to sell or exercise your Rights, you will need to
                              have your broker, custodian bank or other nominee
                              act for you. To indicate your decision, you
                              should complete and return to your broker,
                              custodian bank or other nominee the form entitled
                              "Beneficial Owner Election Form." You should
                              receive this form from your broker, custodian
                              bank or other nominee with the other rights
                              offering materials.

 How Foreign Stockholders
and Stockholders with APO
or FPO Addresses Can
Exercise Rights.............  The Subscription Agent will mail Rights
                              certificates to you if you are a stockholder
                              whose address is outside the United States or if
                              you have an Army Post Office or a Fleet Post
                              Office address. To exercise your Rights, you must
                              notify the Subscription Agent on or prior to
                              11:00 a.m., New York City time, on October  ,
                              1999, and take all other steps which are
                              necessary to exercise your Rights, on or prior to
                              the date on which the rights offering expires. If
                              you do not follow these procedures prior to the
                              expiration of the rights offering, your Rights
                              will expire.


                                       6
<PAGE>


Certain United States
Federal Income Tax
Consequences................  For United States federal income tax purposes,
                              the receipt of Rights in the rights offering and
                              the exercise of the Rights will not be a taxable
                              event.

Issuance of Our Common
Stock.......................  We will issue certificates representing shares
                              purchased in the rights offering as soon as
                              practicable after the expiration of the rights
                              offering.

No Recommendation to Rights
Holders.....................  We are not making any recommendations as to
                              whether or not you should subscribe for shares of
                              our common stock. You should decide whether to
                              subscribe for shares based upon your own
                              assessment of your best interests. You should not
                              view Apollo's bridge investment or back-stop
                              agreement or the Artemis investment as a
                              recommendation or other indication that the
                              exercise or sale of your Rights is in your best
                              interests.

Nasdaq Listing of Our
Common Stock................  Our common stock is traded on the Nasdaq National
                              Market under the symbol "SAMC." On April 6, 1999,
                              the last trading day prior to our public
                              announcement of the decision of our board to
                              commence the rights offering, the closing price
                              of our common stock on Nasdaq was $5 31/32 per
                              share. On September   , 1999, the last trading
                              day before the date of this prospectus, the
                              closing price of our common stock on Nasdaq was
                              $   per share.

Listing of the Rights.......  The Rights will not be listed on Nasdaq or any
                              stock exchange.

Nasdaq Symbol for Our
Common Stock................  "SAMC"

Use of Proceeds.............
                              Our minimum gross proceeds from this rights
                              offering will be $50 million, which represents
                              proceeds from Apollo's bridge investment and the
                              maximum proceeds from Apollo's back-stop
                              agreement. If at least 50.4% of the Rights
                              distributed to stockholders, other than Apollo,
                              Lion and Artemis, are exercised, the gross
                              proceeds from the rights offering will be
                              $75 million. We used a portion of the net
                              proceeds from the bridge investment to pay the
                              cash premium for the insurance policy covering
                              various lawsuits filed between March 13, 1998 and
                              March 9, 1999 against us, related parties and
                              former directors, and to pay certain costs of
                              defending these lawsuits. Under the terms of our
                              Credit Facility, we are required to use up to
                              $29.0 million of the net proceeds remaining after
                              the payments referred to above to repay
                              borrowings under the Credit Facility. Any
                              remaining net proceeds will be available for
                              general corporate purposes.

                                       7
<PAGE>


Subscription Agent.....       If by mail to:

                              EquiServe

                              Attn: Corporate Actions

                              P.O. Box 9573

                              Boston, MA 02205-9573

                              If by hand delivery to:

                              Securities Transfer & Reporting Services, Inc.

                              c/o EquiServe

                              100 Williams St., Galleria

                              New York, NY 10038

                              If by overnight courier to:

                              EquiServe

                              Attn: Corporate Actions

                              40 Campanelli Drive

                              Braintree, MA 02184

  You may call the Subscription Agent at (718) 575-3100.

  Your delivery to an address other than the address set forth above will not
constitute valid delivery.

Information Agent......       Corporate Investor Communications, Inc.

                              111 Commerce Road

                              Carlstadt, NJ 07072

                              Toll free: (877) 460-4352

                              Banks and brokers please call (201) 896-1900

  For additional information concerning the Rights and our common stock, see
"The Rights Offering" and "Description of Our Capital Stock" below.

                                  Risk Factors

  An investment in the shares of our common stock is very risky. You should
carefully consider the information set forth under "Risk Factors" beginning on
page 10 and all of the information in this prospectus before deciding to
exercise or sell your Rights.

                                       8
<PAGE>

                   Summary Consolidated Financial Information

  Our summary historical consolidated financial information for the years ended
January 31, 1995, 1996, 1997, 1998 and 1999 presented below has been derived
from our audited consolidated financial statements. The summary historical
financial information for the six months ended July 31, 1998 and 1999 has been
derived from our unaudited consolidated financial statements. These interim
results, in our opinion, include all adjustments, consisting only of normal
recurring adjustments, which we consider necessary for a fair presentation of
our financial position and results of operations information for such periods;
however, such results are not necessarily indicative of future operating
results or financial position. This information should be read in conjunction
with the other information contained under the captions "Capitalization,"
"Selected Historical Consolidated Financial Information," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
with our consolidated financial statements and related notes to those financial
statements included elsewhere in this prospectus.

  You should bear in mind the recapitalization that we completed on June 24,
1998 when reviewing the summary information for the year ended January 31,
1999, presented below. The purpose of the 1998 Recapitalization was to return a
significant amount of cash to our stockholders while allowing them to retain
their equity ownership in Samsonite, subject to limited dilution as a result of
the issuance of the warrants described below. The recapitalization involved the
following: (1) the sale of 175,000 units consisting of 175,000 shares of our 13
7/8% senior redeemable exchangeable preferred stock, with a stated amount of
$175 million, and warrants to purchase 1,959,000 shares of our common stock at
an exercise price of $13.02 per share; (2) the sale of $350 million total
principal amount of our 10 3/4% senior subordinated notes due 2008; (3) our
entering into, and borrowing $110 million under, our current Credit Facility;
(4) the repayment of $185.5 million of then existing indebtedness, including
indebtedness under our prior credit facility; and (5) the repurchase pursuant
to a tender offer of 10.5 million shares of our common stock for a total of
$420 million.

  You should refer to note (d) to the selected historical consolidated
financial information for the definition of "EBITDA" and how we arrived at
"Adjusted EBITDA."

<TABLE>
<CAPTION>
                                                                                Six Months
                                      Year Ended January 31,                  Ended July 31,
                          -------------------------------------------------  ------------------
                            1995       1996      1997      1998     1999       1998      1999
                          ---------  --------  --------  -------- ---------  --------  --------
                                      (In thousands, except per share amounts)
<S>                       <C>        <C>       <C>       <C>      <C>        <C>       <C>
Statement of Operations
 Data:
Net Sales...............  $ 635,452  $675,209  $741,138  $736,875 $ 697,421  $320,338  $371,264
Net Income (Loss).......   (111,579)  (61,447)  (11,323)   40,699   (88,778)  (38,258)   (4,297)
Net Income (Loss) to
 Common Stockholders....   (111,579)  (61,447)  (11,323)   40,699  (104,410)  (40,837)  (18,222)
Income(Loss) per Common
 Share--Basic:
Continuing Operations...  $   (3.05) $  (3.24) $  (0.71) $   2.81 $   (6.79) $  (1.87) $  (1.73)
Net Income (Loss).......      (7.22)    (3.89)    (0.71)     2.01     (7.24)    (2.22)    (1.73)
Income (Loss) per Common
 Share--Assuming
 Dilution:
Continuing Operations...  $   (3.05) $  (3.24) $  (0.71) $   2.70 $   (6.79) $  (1.87) $  (1.73)
Net Income (Loss).......      (7.22)    (3.89)    (0.71)     1.93     (7.24)    (2.22)    (1.73)
Other Data:
Adjusted EBITDA.........  $  81,931  $ 78,335  $ 84,879  $108,328 $  50,301  $ 13,662  $ 39,764
Balance Sheet Data (as
 of end of period):
Property, Plant and
 Equipment, Net.........  $ 137,686  $140,912  $143,959  $142,351 $ 149,641  $141,076  $142,689
Total Assets............    866,000   607,443   592,658   610,049   621,435   630,853   575,097
Long-Term Obligations
 (Including Current
 Installments)..........    417,175   310,959   290,617   179,223   503,096   480,884   470,912
Senior Redeemable
 Preferred Stock........        --        --        --        --    178,329   165,659   192,254
Stockholders' Equity
 (Deficit)..............    148,472    25,116    24,998   208,886  (295,446) (231,624) (295,962)
</TABLE>

                                       9
<PAGE>

                                  Risk Factors

  An investment in our common stock is very risky. You should carefully
consider the following factors and all of the information in this prospectus
before deciding to exercise your Rights.

Our substantial leverage could adversely affect our financial health, our
ability to service our indebtedness and your investment in our common stock.

  As a result of the Recapitalization, we have a substantial level of
indebtedness. As of July 31, 1999:

  .  we had total indebtedness of $482.7 million,

  .  we had outstanding 13 7/8% Senior Preferred Stock with a total
     liquidation preference of $203.4 million and

  .  our stockholders' equity was a deficit of $296.0 million.

  Our substantial level of indebtedness will have a negative effect on our net
income. Assuming that we had completed the 1998 Recapitalization on February 1,
1998, for our fiscal year ended January 31, 1999:

  .  our net loss to common stockholders would have been $129.7 million,
     compared to our historical net loss to common stockholders of $104.4
     million for the same period, and

  .  our net interest expense would have been approximately $54.3 million
     compared to our historical net interest expense of $40.0 million for the
     same period.

  Our high level of indebtedness could have important consequences to you. For
example, it could:

  .  limit our ability to obtain additional financing for working capital,
     capital expenditures, acquisitions or general corporate purposes;

  .  require us to dedicate a substantial portion of our cash flow from
     operations to the payment of principal and interest on our indebtedness
     (this would reduce the cash flow available to us for our operations,
     working capital, capital expenditures, acquisitions and general
     corporate purposes);

  .  place us at a competitive disadvantage compared to our competitors that
     have less debt;

  .  limit our ability to react rapidly to changing market conditions,
     changes in our industry and economic conditions; or

  .  make us more vulnerable in the event of a downtown in general economic
     conditions or in our business.

  Despite our current levels of indebtedness, we and our subsidiaries may be
able to incur substantial additional indebtedness in the future. Our Credit
Facility, the indenture governing our 10 3/4% Notes and the certificate of
designation governing our 13 7/8% Senior Preferred Stock each permits us and
our subsidiaries to incur or guarantee additional indebtedness, with some
limitations. If we or our subsidiaries incur additional indebtedness, the risks
related to our current debt levels could increase. See "Description of Our
Principal Indebtedness" and "Description of Our Capital Stock" below.

  Our ability to make payments on or refinance our indebtedness or to pay
required cash dividends on our 13 7/8% Senior Preferred Stock will depend on
our future financial and operating performance. This will be subject to
prevailing economic and competitive conditions and to financial, business and
other factors which are beyond our control. These factors could include:

  .  operating difficulties;

  .  increased operating costs;

  .  product pricing pressures;

  .the response of our competitors; or

  .  delays in implementing our current or future strategic plans.

                                       10
<PAGE>


  In addition, our ability to meet our debt service and other obligations also
significantly depend on the extent to which we can implement successfully our
business strategy. We cannot assure you that we will be able to implement our
strategy fully or that we will realize the anticipated benefits of our
strategy.

  Because our obligations under our Credit Facility bear interest at floating
rates, an increase in interest rates could adversely affect our ability to meet
our financing obligations.

  We cannot assure you that our cash flow and capital resources will be
sufficient for us to make payments on our indebtedness or meet our other
obligations in the future. If our cash flow and other capital resources are
insufficient, we may be forced to reduce or delay capital expenditures, sell
assets, try to obtain additional equity capital or refinance or restructure our
debt. We cannot assure you that any of those alternatives would be successful
or allow us to meet our scheduled obligations in the future.

Our obligations under our 13 7/8% Senior Preferred Stock could adversely affect
our financial health, our ability to service our indebtedness and your
investment in our common stock.

  We issued our 13 7/8% Senior Preferred Stock in the 1998 Recapitalization. On
or before June 15, 2003, we have a "pay-in-kind" option on our 13 7/8% Senior
Preferred Stock. This means that instead of paying holders of our 13 7/8%
Senior Preferred Stock cash dividends at an annual rate of 13 7/8%, we have the
option of issuing additional shares of our 13 7/8% Senior Preferred Stock with
a liquidation preference equal to the amount of dividends that we owe our 13
7/8% Senior Preferred stockholders. Any unpaid dividends compound on a
quarterly basis. Since issuance, all dividends on the 13 7/8% Senior Preferred
Stock have been paid in kind and the liquidation preference of the 13 7/8%
Senior Preferred Stock has grown from $175 million to $203.4 million as of July
31, 1999. Our Credit Facility imposes limitations on our ability to pay cash
dividends on the 13 7/8% Senior Preferred Stock. If we do not repurchase or
refinance our 13 7/8% Senior Preferred Stock on or before June 15, 2003, we
must then begin paying our 13 7/8% Senior Preferred Stockholders cash dividends
on the total amount of our 13 7/8% Senior Preferred Stock outstanding at that
time. If we do not repurchase or refinance our 13 7/8% Senior Preferred Stock
before June 15, 2010, we must redeem it for cash at 100% of its total
liquidation preference.

  We cannot assure you that our cash flow and capital resources will be
sufficient for us to make the required cash dividend payments on our 13 7/8%
Senior Preferred Stock or meet our other obligations in the future. If our cash
flow and other capital resources are insufficient, we may be forced to reduce
or delay capital expenditures, sell assets, try to obtain additional equity
capital or further refinance or restructure our 13 7/8% Senior Preferred Stock
and indebtedness. We cannot assure you that any of those alternatives would be
successful or allow us to meet our scheduled obligations in the future.

Our Credit Facility, the 10 3/4% Notes Indenture and the Certificate of
Designation for our 13 7/8% Senior Preferred Stock contain covenants that
affect our operating flexibility.

  Our Credit Facility and the 10 3/4% Notes Indenture contain numerous
financial and operating covenants, including restrictions on our ability to:

  .  pay dividends;

  .  incur indebtedness;

  .  merge, consolidate or transfer all or substantially all of our assets;

  .  make certain sales of assets;

  .  make investments;

  .  make capital expenditures; and

  .  create, incur or permit the existence of certain liens.


                                       11
<PAGE>

  Our Credit Facility also requires us to achieve and maintain certain
financial ratios. See "Description of Our Principal Indebtedness" below. These
financial tests affect our operating flexibility. In addition, the Certificate
of Designation governing our 13 7/8% Senior Preferred Stock contains a number
of restrictive covenants.

We may need to further amend our Credit Facility and possibly restructure our
debt.

  At July 31, 1999, under our Credit Facility, we had approximately $105.5
million of indebtedness outstanding. Our Credit Facility requires us to achieve
and maintain certain financial ratios. The banks which lend to us under our
Credit Facility agreed in fiscal 1999 and again in March 1999 to amend these
financial ratios to enable us to comply with them in subsequent quarters. We
provided goals in our business plan to our bank lenders which formed the basis
for the recent amendments to these financial ratios. If actual results are
poorer than the goals set forth in our business plan in any significant
respect, we would be in violation of the amended and restated financial ratios.
If this happens, we would need to seek a waiver or a further amendment to these
financial ratios. However, if we were unable to reach agreement with our bank
creditors, they would be able to accelerate all the indebtedness we owe them,
making it immediately due and payable.

  Whether or not we would be able to effect a waiver or a further amendment to
our Credit Facility, we may have to consider the possibility of restructuring
our indebtedness.

Our U.S. Wholesale business continues to be depressed.

  As discussed below under "Business--Recent Unsatisfactory Performance of the
U.S. Wholesale Business," despite record sales and operating results achieved
by our European and U.S. Retail businesses, our consolidated results for fiscal
1999 were depressed by the unsatisfactory performance of our U.S. Wholesale
business. The performance of our U.S. Wholesale business was badly hurt by a
variety of operating problems that began to emerge at the end of the third
quarter of fiscal 1998, as well as by factors affecting the U.S. luggage
industry in general, including weaker than anticipated demand, numerous
discount luggage promotions and excess inventories in the market place. The
operating problems affecting our U.S. Wholesale business were, in significant
part, attributable to certain marketing, product and pricing strategies to grow
revenues of Samsonite branded products in the United States. Commencing at the
beginning of fiscal 1999, we took the actions discussed under "Business--Recent
Unsatisfactory Performance of the U.S. Wholesale Business" to try to turn
around our U.S. Wholesale business. Although these actions did not have a
meaningful impact on our financial results in fiscal 1999, by fiscal 1999 year-
end, these measures had significantly reduced operating costs and negative
plant production variances, helped to balance Samsonite branded inventories in
the marketplace and improved relationships with our trade customers. During the
first six months of fiscal 2000, there was continued improvement in the
performance of our U.S. Wholesale business. Despite these positive developments
and the improved performance during the first half of fiscal 2000, the U.S.
Wholesale business has continued to perform below historical levels, and there
can be no assurance that our continuing actions will further improve the
performance in this business.

We are subject to risks because of our significant international operations,
including currency risks.

  Approximately 54% of our net sales for fiscal 1999 were attributable to our
European sales and other foreign operations. In addition to our European
manufacturing and distribution subsidiaries, we have a 100% owned Mexican
manufacturing and distribution company and we are a partner in joint ventures
in Singapore, South Korea, India, Brazil, China, Argentina and Uruguay. We also
have a wholly owned distribution organization in Hong Kong. Our operations may
be affected by economic, political and governmental conditions in some of the
countries where we have manufacturing facilities or where our products are
sold.

  In addition, factors such as changes in economic or political conditions in
any of the countries in which we operate could result in unfavorable exchange
rates, new or additional currency or exchange controls, other restrictions
being imposed on our operations, or expropriations. Our operations may also be
adversely affected by significant fluctuations in the value of the U.S. dollar
or the failure of a partner in an international joint

                                       12
<PAGE>

venture to meet performance expectations. When appropriate, we enter into
foreign exchange contracts in order to reduce our economic exposure on
translated earnings from foreign operations and/or royalty agreements through
the use of forward delivery commitments. See "Management's Discussion and
Analysis of Financial Conditions and Results of Operations" and "Business"
below.

We operate in a competitive market.

  We operate in a competitive market. We compete based on brand name, consumer
advertising, product innovation, product quality, product differentiation,
customer service, access to established distribution channels, new product
offerings and price. Price becomes more important as the price point of the
product decreases and fewer differentiating features are offered. In addition
to companies in the business of manufacturing and distributing luggage
products, we compete with various large retailers which purchase private label
luggage directly from manufacturers in low labor cost countries, primarily in
Asia. See "Business--Competition" below.

Apollo and Artemis own a large percentage of our voting stock.

  Prior to April 7, 1999, Apollo beneficially owned approximately 34% of our
outstanding common stock, of which approximately one-half was owned by Lion
Advisors, L.P., an affiliate of Apollo, in a managed account under the terms of
an investment management agreement with Artemis America Partnership. On April
7, 1999, we announced our intention to commence a $75 million rights offering.
On the same day, we entered into an agreement with Apollo whereby Apollo made a
"bridge" investment equal to the aggregate subscription price of the rights
that would have been distributable to it and Lion at that time in the rights
offering. Apollo also agreed to "back-stop" the rights offering by purchasing
additional shares not subscribed for by other stockholders, up to a maximum
total investment in connection with the rights offering of $37.5 million.
Apollo made its bridge investment by purchasing our Series Z Convertible
Preferred Stock for a purchase price of $25,410,000. On July 13, 1999, Apollo
raised the amount of its back-stop commitment by $12.5 million, increasing
Apollo's maximum potential total investment to $50 million in connection with
the rights offering and, in a separate agreement, Artemis agreed to make up to
an additional $25 million investment in Samsonite by purchasing from Apollo, at
Apollo's cost, one-half of the shares that Apollo purchased in its bridge
investment and one-half of any shares that Apollo is obligated to purchase
under its increased back-stop commitment. Subsequently, the voting rights with
respect to the shares held by Lion in the managed account were relinquished to
Artemis, and Artemis closed the purchase of 500 shares of Series Z Convertible
Preferred Stock from Apollo for $12,705,000.

  After giving effect to the transactions contemplated by the agreements
referred to above and assuming that all shares of our Series Z Convertible
Preferred Stock are converted, Apollo's and Artemis' percentage ownership of
our outstanding common stock after the rights offering is completed will be as
follows. If no Rights holder exercises its Rights in the rights offering,
Apollo and Artemis will each beneficially own approximately 31.5% of our
outstanding common stock. If all Rights holders fully exercise their basic
subscription privileges, then Apollo and Artemis will each beneficially own
approximately 17% of our outstanding shares, the same percentage beneficially
owned by Apollo and Lion prior to the bridge investment. Apollo and Artemis,
and their respective affiliates, have agreed to vote any shares issuable upon
conversion of the Series Z Convertible Preferred Stock and any shares of our
common stock purchased under the back-stop agreement in proportion to the votes
of other stockholders to the extent that their combined beneficial ownership
exceeds approximately 34% of our total outstanding voting stock. This will have
the effect of negating any incremental impact of Apollo's or Artemis' vote of
those shares in excess of 34% on a combined basis, the combined beneficial
ownership percentage of Apollo and its affiliate, Lion, prior to the bridge
investment. Because they each have such a large percentage of ownership, Apollo
and Artemis may have significant influence over our management and policies. In
addition, the level of Apollo's and Artemis' ownership of our shares of common
stock could have the effect of discouraging or impeding an unsolicited
acquisition proposal.


                                       13
<PAGE>

We may be unable to fully or successfully implement our business strategy.

  Our business strategy includes plans to:

  .  Improve our U.S. Wholesale business, including taking the measures
     described below in "Business--Recent Unsatisfactory Performance of the
     U.S. Wholesale Business."

  .  Expand channels of distribution and product offerings.

  .  Strengthen marketing and product innovation.

  .  Continue worldwide expansion.

  .  Improve distribution systems in the U.S.

  You should consider our strategic plan in light of the risks and expenses
associated with implementing these strategies. Successful implementation of
these strategies will depend on numerous factors, many of which are beyond our
control. These factors include economic, competitive and other conditions and
uncertainties and our ability to retain qualified management personnel. We
cannot assure you that we will be successful in implementing our strategy.

Our ability to utilize our net operating loss carryforwards will be limited.

  As a result of changes in the ownership of our common stock, we believe that
our ability to utilize our net operating loss carryforwards for United States
federal income tax purposes will be subject to some limitations. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and Note 12 to our consolidated
financial statements for the year ended January 31, 1999, included elsewhere in
this prospectus for a description of these matters.

Year 2000 compliance may involve significant time and expense and adversely
effect our operations.

  We have conducted a review of our computer systems to identify the systems
that could be affected by the Year 2000 issue which results from computer
programs being written using two digits rather than four to define the
applicable year. Any computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000,
resulting in a major system failure or miscalculations. In the U.S., we have
installed new financial, manufacturing and distribution software which we
believe is Year 2000 compliant. We experienced some difficulties in connection
with the conversion of our systems to our new distribution software, as
described in the press release included as an exhibit to our report on Form 8-
K, dated August 12, 1998, filed with the SEC. See "Where Can You Find More
Information" below. These new systems are being installed in response to our
other business needs as well as Year 2000 issues. Our European division is
updating its systems to be Year 2000 compliant and expects this to be completed
during 1999. Our other operations throughout the world are generally using
recently purchased software which we believe is Year 2000 compliant. We have
spent approximately $11.0 million in the U.S. for new systems through July 31,
1999, excluding internal costs. Additionally, we have incurred consulting
expenses of approximately $0.9 million, and expect to incur an additional $0.4
million for a consulting project to evaluate Year 2000 issues. Costs incurred
in Europe and the remainder of the world for Year 2000 compliance are not
expected to be material. Although we believe we have identified internal Year
2000 issues which might have a significant impact on operations, we cannot
assure you that we have identified all such issues or that they will be
corrected. Additionally, we cannot assure you that our customers, vendors,
banks or other third parties will not experience Year 2000 issues which may
have a material adverse effect on our operations. See "Management's Discussion
and Analysis of Financial Conditions and Results of Operations --Effect of Year
2000 Issue on Our Operations" below.

Our charter, by-laws and shareholder rights plan contain anti-takeover
provisions which could hamper a change of control of Samsonite.

  Our charter, by-laws and preferred stock rights contain various provisions
that may inhibit the acquisition of control of Samsonite. Provisions of our
Charter and By-laws, among other things, classify our board of

                                       14
<PAGE>


directors into three classes, each of which serve for staggered three-year
periods. Our board of directors has the authority to issue shares of preferred
stock in one or more series and to fix the rights and preferences of the shares
of any such series without stockholder approval. Any series of preferred stock
will be senior to our common stock with respect to dividends, liquidation
rights and, possibly, voting. The ability to issue preferred stock could have
the effect of discouraging unsolicited acquisition proposals. In addition, our
board of directors has adopted a shareholder rights plan providing for the
issuance of preferred stock rights, which would cause substantial dilution to a
person or group that attempts to acquire us on terms not approved in advance by
our board of directors. In addition, our Charter and By-laws require advance
notice for actions to be taken at annual meetings and director nominations.

Future sales of our common stock may depress our stock price.

  No prediction can be made as to the effect, if any, that future sales of our
common stock, or the availability of common stock for future sales, will have
on the market price of our common stock. Sales in the public market of
substantial amounts of our common stock, or the perception that such sales
could occur, could adversely affect prevailing market prices for our common
stock.

We do not intend on declaring any cash dividends on our common stock.

  We do not intend to declare any cash dividends on our common stock for the
foreseeable future. See "Price Range of Our Common Stock and Dividend Policy"
below.

The subscription price may not reflect the value of Samsonite.

  Although the subscription price was closely related to the market price per
share of our common stock at the time of Apollo's bridge investment, the market
price of our common stock has been volatile and has declined substantially
since the end of the third quarter of our fiscal year ended January 31, 1999.
Accordingly, the subscription price does not necessarily bear a relationship to
historic or future cash flows, earnings or financial condition. For further
information regarding the way in which the subscription price was determined,
see "Apollo Bridge Investment and Backstop Agreement; The Artemis Investment".

Stockholders who do not fully exercise their Rights will have their interests
diluted by Apollo and Artemis and those other stockholders who do exercise
their Rights.

  The rights offering may result in our issuance of up to an additional
12,500,000 shares of our common stock, assuming full exercise of Rights. This
number includes the 4,235,000 shares underlying the Series Z Convertible
Preferred Stock sold to Apollo. If no Rights holder exercises Rights in the
rights offering, the closing of the rights offering may result in the issuance
of only an additional 4,098,333 shares of our common stock to Apollo and
Artemis pursuant to Apollo's obligations under the back-stop agreement and
Artemis' agreement with Apollo. If you choose not to fully exercise your
Rights, your relative ownership interests in Samsonite will be diluted. Rights
holders who do not exercise or sell their Rights will lose any value in their
Rights.

No prior market exists for the Rights.

  The Rights are a new issue of securities with no established trading market.
The Rights are transferable until the close of business on the last trading day
prior to the expiration date, at which time they will cease to have any value.
However, we can give no assurance that a market for the Rights will develop, or
if a market does develop, as to how long it will continue.

Our proceeds from this rights offering are indefinite.

  Our minimum gross proceeds from this rights offering will be $50 million,
which represents proceeds from Apollo's bridge investment and the maximum
proceeds from Apollo's back-stop agreement. If at least 50.4% of the Rights
distributed to stockholders, other than Apollo and Artemis, are exercised, the
gross proceeds from the Rights offering will be $75 million. However, there can
be no assurance that other stockholders will subscribe and that our total gross
proceeds will exceed $50 million.

                                       15
<PAGE>

You should not unduly rely on forward-looking statements; certain information
in our business plan does not constitute an estimate of future performance.

  This prospectus contains forward-looking statements. Any statement in this
prospectus, other than a statement of historical fact, may be a forward-looking
statement. These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to differ significantly from any future results, performance or
achievements expressed or implied by those forward-looking statements. Those
factors include, among others, the following:

  .  general economic and business conditions, including foreign currency
     fluctuations;

  .  industry capacity;

  .  changes in customer preferences;

  .  demographic changes;

  .  competition;

  .  changes in methods of distribution and technology;

  .  changes in political, social and economic conditions and local
     regulations, particularly in Europe and Asia;

  .  general level of economic growth in emerging market countries such as
     India, China, Brazil, Argentina, and other Asian and South American
     countries;

  .  the loss of any significant customers;

  .  completion of new product developments within anticipated time frames;

  .  changes in interest rates; and

  .  various other factors beyond our control.

  You can identify forward-looking statements by looking for words such as
"may," "will," "anticipate," "believe," "estimate," "intend," "plan" and
"expect" and similar expressions. Variations on those or similar words, or the
negatives of those words, also may indicate forward-looking statements.

  "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Forward-Looking Information" sets forth certain information
contained in our business plan for FY 2000, a more conservative plan provided
to the lenders under our Credit Facility and projections provided to our
financial advisor. Although this information includes forward-looking
statements, it is important for investors to understand that the FY 2000 plan,
the more conservative plan and the projections were prepared for the limited
purposes described in the section referred to above and not with a view to
public disclosure. Neither of the plans was intended to constitute a projection
or forecast of the likely results of our operations for the periods covered.
The projections were not prepared in compliance with the published guidelines
of the SEC or the American Institute of Certified Public Accountants regarding
projections or forecasts and are based on numerous assumptions relating to
factors that are outside of our control and may or may not be realized. This
information is included in this Prospectus solely because some or all of the
plans and projections were available to Apollo and Artemis, and could have
affected their respective investment decisions regarding Apollo's bridge
investment and back-stop agreement and Artemis' agreement to participate in
Apollo's bridge investment and back-stop agreement. For the foregoing reasons,
and because our business is subject to numerous risks, uncertainties and other
factors, including those set forth above, investors should not rely on this
information as an estimate or prediction of future performance. Actual results
will most likely differ from those reflected in this information, and the
differences could be substantial. Neither our auditors nor any other
independent accountant has compiled or examined this information, and our
auditors disclaim any association with this information. We disclaim any
obligation to publicly update this information, or disclose any difference
between our actual results and those reflected in this information. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.

                                       16
<PAGE>

  Although we believe that statements regarding our expectations contained in
this prospectus are reasonable, we cannot assure you that these expectations
will be achieved. You are cautioned that any forward-looking statements,
including statements regarding our intent, belief or current expectations, are
not guarantees of our future performance and involve risks and uncertainties,
and that our actual results may differ significantly from those in the forward-
looking statements.

  The forward-looking statements in this prospectus are accurate only as of the
date that the information was prepared. If our expectations change, or if new
events, conditions or circumstances arise, we are not required to, and may not,
update or revise any forward-looking statement in this prospectus.

                                       17
<PAGE>

                              The Rights Offering

The Rights

  We will distribute to each holder of our common stock who is a record holder
of our common stock on the record date, which is 5:00 p.m., New York City time,
on September   , 1999, at no charge, transferable subscription Rights to
purchase an aggregate of 12,500,000 shares of common stock. The number of
Rights to be distributed for each share owned on this record date will be
dependent upon the number of shares of common stock outstanding on the record
date. The actual number of Rights per share will be calculated by dividing (1)
12,500,000, total number of shares of common stock that may be purchased in the
rights offering, by (2) the total number of outstanding shares of common stock
as of the record date. Based upon the number of shares outstanding at July 31,
1999, 1.189 Rights per share would be distributed for every share of common
stock. We will round, to the nearest whole number, the number of Rights we
distribute to each stockholder with such adjustments as may be necessary to
ensure that if all Rights are exercised, we will receive gross proceeds of $75
million. The Rights will be evidenced by transferable Rights certificates. Each
Right will allow you to purchase one additional share of our common stock at a
price of $6.00. If you elect to exercise your basic subscription privilege in
full, you may also subscribe, at the subscription price, for additional shares
of our common stock under your over-subscription privilege, if there are enough
shares available.

No Fractional Rights

  We will not issue fractional Rights or cash in lieu of fractional Rights.
Fractional Rights will be rounded to the nearest whole number with such
adjustments as may be necessary to ensure that if all Rights are exercised, we
will receive gross proceeds of $75 million.

  You may request that the Subscription Agent divide your Rights certificate
into transferable parts, for instance, if you are the record holder for a
number of beneficial holders of our common stock. However, the Subscription
Agent will not divide your Rights certificate so that you would receive any
fractional Rights.

Expiration of the Rights Offering

  You may exercise your subscription privilege at any time before 5:00 p.m.,
New York City time, on October  , 1999, the expiration date for the rights
offering. We may, in our sole discretion, extend the time for exercising the
Rights. If you do not exercise your Rights before the expiration date, your
unexercised Rights will be null and void. We will not be obligated to honor
your exercise of Rights if the Subscription Agent receives the documents
relating to your exercise after the rights offering expires, regardless of when
you transmitted the documents, except when you have timely transmitted the
documents under the guaranteed delivery procedures described below. We may
extend the expiration date by giving oral or written notice to the Subscription
Agent and Information Agent on or before the scheduled expiration date. If we
elect to extend the expiration of the rights offering, we will issue a press
release announcing the extension no later than 9:00 a.m., New York City time,
on the next business day after the most recently announced expiration date.

Subscription Privileges

  Your Rights entitle you to the basic subscription privilege and the over-
subscription privilege.

  Basic Subscription Privilege. With your basic subscription privilege, you may
purchase one share of our common stock per Right, upon delivery of the required
documents and payment of the subscription price of $6.00 per share. You are not
required to exercise all of your Rights unless you wish to purchase shares
under your over-subscription privilege. We will deliver to you certificates
representing the shares which you purchased with your basic subscription
privilege as soon as practicable after the rights offering has expired.

  Over-Subscription Privilege. In addition to your basic subscription
privilege, you may subscribe for additional shares of our common stock, upon
delivery of the required documents and payment of the subscription price of
$6.00 per share, before the expiration of the rights offering. You may only
exercise your over-subscription privilege if you exercised your basic
subscription privilege in full and other holders of Rights do not exercise
their basic subscription privileges in full.

                                       18
<PAGE>


  Pro Rata Allocation. If there are not enough shares to satisfy all
subscriptions made under the over-subscription privilege, we will allocate the
remaining shares pro rata, after eliminating all fractional shares, among those
over-subscribing Rights holders. "Pro rata" means in proportion to the number
of shares of our common stock which you and the other Rights holders have
purchased by exercising your basic subscription privileges. If there is a pro
rata allocation of the remaining shares and you receive an allocation of a
greater number of shares than you subscribed for under your over-subscription
privilege, then we will allocate to you only the number of shares for which you
subscribed. We will allocate the remaining shares among all other holders
exercising their over-subscription privileges.

  Apollo will not be allocated any additional shares of our common stock
pursuant to their back-stop agreements until all other Rights holders
exercising their over-subscription privileges have been allocated the full
number of additional shares for which they over-subscribed.

  Full Exercise of Basic Subscription Privilege. You may exercise your over-
subscription privilege only if you exercise your basic subscription privilege
in full. To determine if you have fully exercised your basic subscription
privilege, we will consider only the basic subscription privileges held by you
in the same capacity. For example, suppose that you were granted Rights for
shares of our common stock which you own individually and shares of our common
stock which you own collectively with your spouse. If you wish to exercise your
over-subscription privilege with respect to the Rights you own individually,
but not with respect to the Rights you own collectively with your spouse, you
only need to fully exercise your basic subscription privilege with respect to
your individually owned Rights. You do not have to subscribe for any shares
under the basic subscription privilege owned collectively with your spouse to
exercise your individual over-subscription privilege.

  When you complete the portion of your Rights certificate to exercise your
over-subscription privilege, you will be representing and certifying that you
have fully exercised your subscription privileges as to shares of our common
stock which you hold in that capacity. You must exercise your over-subscription
privilege at the same time you exercise your basic subscription privilege in
full.

  Return of Excess Payment. If you exercised your over-subscription privilege
and are allocated less than all of the shares for which you wished to
subscribe, your excess payment for shares that were not allocated to you will
be returned by mail without interest or deduction as soon as practicable after
the expiration date. We will deliver to you certificates representing the
shares which you purchased as soon as practicable after the expiration date and
after all pro rata allocations and adjustments have been completed.

Conditions to the Rights Offering

   Samsonite may terminate the rights offering if at any time before completion
of the rights offering there is any judgment, order, decree, injunction,
statute, law or regulation entered, enacted, amended or held to be applicable
to the rights offering that in the sole judgment of the board of directors of
Samsonite would or might make the rights offering or its completion illegal or
otherwise restrict or prohibit completion of the rights offering. Samsonite may
waive any of these conditions and choose to proceed with the rights offering
even if one or more of these events occur. If Samsonite terminates the rights
offering, all rights will expire without value and all subscription payments
received by the Subscription Agent will be returned promptly, without interest.

Apollo's Back-stop Agreement

  Because the bridge investment made by Apollo funded in advance its exercise
of the Rights distributable to it and its affiliate (in respect of the managed
account for Artemis), Apollo and Artemis agreed not to exercise their basic
subscription privilege and over-subscription privilege with respect to these
Rights in the rights

                                       19
<PAGE>


offering and to hold such Rights until they expire. Pursuant to its back-stop
agreement, Apollo has agreed to purchase remaining shares of common stock not
subscribed for by other Rights holders under their basic subscription
privileges and over-subscription privileges, up to a maximum aggregate
additional subscription equal to $24,590,000. The number of shares that Apollo
purchases will be determined after all Rights holders exercise their
subscription and over-subscription privileges.

  After giving effect to the transactions contemplated by the agreements
referred to in the preceding paragraph and assuming that all shares of our
Series Z Convertible Preferred Stock are converted, Apollo's and Artemis'
ownership of our outstanding common stock after the rights offering is
completed will be as follows. Assuming no Rights holders exercise their rights
in the rights offering, Apollo and Artemis will each beneficially own
approximately 31.5% of our outstanding common stock. If all Rights holders
fully exercise their basic subscription privileges, then Apollo and Artemis
will each beneficially own approximately 17% of our outstanding shares, the
same percentage beneficially owned by Apollo and its affiliate, Lion, prior to
the bridge investment.

Method of Subscription--Exercise of Rights

  You may exercise your Rights by delivering the following to the Subscription
Agent, at or prior to 5:00 p.m., New York City time, on October   , 1999, the
date on which the Rights expire:

  .  Your properly completed and executed Rights certificate with any
     required signature guarantees or other supplemental documentation; and

  .  Your full subscription price payment for each share subscribed for under
     your subscription privileges.

   Your Rights will not be considered exercised unless the Subscription Agent
receives both of these items prior to that time.

Method of Payment

  Your payment of the subscription price must be made in U.S. dollars for the
full number of shares of common stock you are subscribing for by check or bank
draft drawn upon a U.S. bank or postal, telegraphic or express money order
payable to the Subscription Agent.

Receipt of Payment

     Your payment will be considered received by the Subscription Agent only
  upon:

  .  Clearance of any uncertified check;

  .  Receipt by the Subscription Agent of any certified check or bank draft
     drawn upon a U.S. bank or of any postal, telegraphic or express money
     order; or

  .  Receipt of collected funds in the subscription account designated above.

Clearance of Uncertified Checks

  If you are paying by uncertified personal check, please note that uncertified
checks may take at least five (5) business days to clear. If you wish to pay
the subscription price by uncertified personal check, we urge you to make
payment sufficiently in advance of the time the rights offering expires to
ensure that your payment is received and clears by that time. We urge you to
consider using a certified or cashier's check, money order or wire transfer of
funds to avoid missing the opportunity to exercise your Rights should you
decide to exercise your Rights.

                                       20
<PAGE>

Delivery of Subscription Materials and Payment

  You should deliver your Rights certificate and payment of the subscription
price or, if applicable, notices of guaranteed delivery, to the Subscription
Agent by one of the methods described below:

  If by mail to:

  EquiServe

  Attn: Corporate Actions

  P.O. Box 9573

  Boston, MA 02205-9573

  If by hand delivery to:

  Securities Transfer & Reporting Services, Inc.

  c/o EquiServe

  100 Williams St., Galleria

  New York, NY 10038

  If by overnight courier to:

  EquiServe

  Attn: Corporate Actions

  40 Campanelli Drive

  Braintree, MA 02184

  You may call the Subscription Agent at (718) 575-3100.

  Your delivery to an address other than the address set forth above will not
constitute valid delivery.

Calculation of Rights Exercised

  If you do not indicate the number of Rights being exercised, or do not
forward full payment of the total subscription price payment for the number of
Rights that you indicate are being exercised, then you will be deemed to have
exercised your basic subscription privilege with respect to the maximum number
of Rights that may be exercised with the aggregate subscription price payment
you delivered to the Subscription Agent. If your aggregate subscription price
payment is greater than the amount you owe for your subscription, you will be
deemed to have exercised your over-subscription privilege to purchase the
maximum number of shares with your overpayment. If we do not apply your full
subscription price payment to your purchase of shares of our common stock, we
will return the excess amount to you my mail without interest or deduction as
soon as practicable after the expiration date of the rights offering.

Exercising a Portion of Your Rights

  If you subscribe for fewer than all of the shares of our common stock
represented by your Rights certificate, you may receive from the Subscription
Agent a new Rights certificate representing your unused Rights.

Your Funds Will Be Held by the Subscription Agent Until Shares of Common Stock
Are Issued

  The Subscription Agent will hold your payment of the subscription price
payment in a segregated account with other payments received from other Rights
holders until we issue your shares to you.

Signature Guarantee May Be Required

  Your signature on each Rights certificate must be guaranteed by an eligible
institution such as a member firm of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the
United States, subject to standards and procedures adopted by the Subscription
Agent, unless:

                                       21
<PAGE>

  .  Your Rights certificate provides that shares are to be delivered to you
     as record holder of those Rights; or

  .  You are an eligible institution.

Notice to Beneficial Holders

  If you are a broker, a trustee or a depositary for securities who holds
shares of our common stock for the account of others on September  , 1999, the
record date for the rights offering, you should notify the respective
beneficial owners of such shares of the rights offering as soon as possible to
find out their intentions with respect to exercising their Rights. You should
obtain instructions from the beneficial owner with respect to the Rights, as
set forth in the instructions we have provided to you for your distribution to
beneficial owners. If the beneficial owner so instructs, you should complete
the appropriate Rights certificates and submit them to the Subscription Agent
with the proper payment. If you hold shares of our common stock for the
account(s) of more than one beneficial owner, you may exercise the number of
Rights to which all such beneficial owners in the aggregate otherwise would
have been entitled had they been direct record holders of our common stock on
the record date for the rights offering, provided that, you, as a nominee
record holder, make a proper showing to the Subscription Agent by submitting
the form entitled "Nominee Holder Certification" which we will provide to you
with your rights offering materials.

Beneficial Owners

  If you are a beneficial owner of shares of our common stock or will receive
your Rights through a broker, custodian bank or other nominee, we will ask your
broker, custodian bank or other nominee to notify you of this rights offering.
If you wish to sell or exercise your Rights, you will need to have your broker,
custodian bank or other nominee act for you. If you hold certificates of our
common stock directly and would prefer to have your broker, custodian bank or
other nominee, you should contact your nominee and request it to effect the
transactions for you. To indicate your decision with respect to your Rights,
you should complete and return to your broker, custodian bank or other nominee
the form entitled "Beneficial Owners Election Form." You should receive this
form from your broker, custodian bank or other nominee with the other rights
offering materials. If you wish to obtain a separate Rights certificate, you
should contact the nominee as soon as possible and request that a separate
Rights certificate be issued to you.

Instructions for Completing Your Rights Certificate

  You should read and follow the instructions accompanying the Rights
certificates carefully.

  If you want to exercise your Rights, you should send your Rights
certificate(s) with your subscription price payment to the Subscription Agent.
Do not send your Rights certificate(s) and subscription price payment to
Samsonite or the Information Agent.

  You are responsible for the method of delivery of your Rights certificate(s)
with your subscription price payment to the Subscription Agent. If you send
your Rights certificate(s) and subscription price payment by mail, we recommend
that you send them by registered mail, properly insured, with return receipt
requested. You should allow a sufficient number of days to ensure delivery to
the Subscription Agent prior to the time the rights offering expires. Because
uncertified personal checks may take at least five (5) business days to clear,
you are strongly urged to pay, or arrange for payment, by means of certified or
cashier's check, money order or wire transfer of funds.

Determinations Regarding the Exercise of Your Rights

  We will decide all questions concerning the timeliness, validity, form and
eligibility of your exercise of your Rights and our determinations will be
final and binding. We, in our sole discretion, may waive any defect or
irregularity, or permit a defect or irregularity to be corrected within such
time as we may determine. We may reject the exercise of any of your Rights
because of any defect or irregularity. We will not receive or accept any
subscription until all irregularities have been waived by us or cured by you
within such time as we decide, in our sole discretion.

                                       22
<PAGE>


  Neither we nor the Subscription Agent will be under any duty to notify you of
any defect or irregularity in connection with your submission of Rights
certificates and we will not be liable for failure notify you of any defect or
irregularity. We reserve the right to reject your exercise of Rights if your
exercise is not in accordance with the terms of the rights offering or in
proper form. We will also not accept your exercise of Rights if our issuance of
shares of our common stock to you could be deemed unlawful under applicable law
or is materially burdensome to Samsonite.

Guaranteed Delivery Procedures

  If you wish to exercise Rights, but you do not have sufficient time to
deliver the Rights certificate evidencing your Rights to the Subscription Agent
on or before the time your Rights expire, you may exercise your Rights by the
following guaranteed delivery procedures:

  .  Deliver to the Subscription Agent on or prior to the expiration date
     your subscription price payment in full for each share you subscribed
     for under your subscription privileges in the manner set forth above in
     "--Method of Payment" on page 20;

  .  Deliver to the Subscription Agent on or prior to the expiration date the
     form entitled "Notice of Guaranteed Delivery", substantially in the form
     provided with the "Instructions as to Use of Samsonite Corporation
     Rights Certificates" distributed with your Rights certificates; and

  .  Deliver the properly completed Rights certificate evidencing your Rights
     being exercised and, the related nominee holder certification, if
     applicable, with any required signatures guaranteed, to the Subscription
     Agent within three (3) business days following the date of your Notice
     of Guaranteed Delivery.

  Your Notice of Guaranteed Delivery must be delivered in substantially the
same form provided with the Instructions as to the Use of Samsonite Corporation
Rights Certificates, which will be distributed to you with your Rights
certificate. Your Notice of Guaranteed Delivery must come from an eligible
institution, or other eligible guarantee institutions which are members of, or
participants in, a signature guarantee program acceptable to the Subscription
Agent.

  In your Notice of Guaranteed Delivery, you must state:

  .  Your name;

  .  The number of Rights represented by your Rights certificates, the number
     of shares of our common stock you are subscribing for under your basic
     subscription privilege and the number of shares of our common stock you
     are subscribing for under your over-subscription privilege, if any; and

  .  Your guarantee that you will deliver to the Subscription Agent any
     Rights certificates evidencing the Rights you are exercising within
     three (3) business days following the date the Subscription Agent
     receives your Notice of Guaranteed Delivery.

  You may deliver your Notice of Guaranteed Delivery to the Subscription Agent
in the same manner as your Rights certificates at the address set forth above
under "--Delivery of Subscription Materialsand Payment" on page 21. You may
alternatively transmit your Notice of Guaranteed Delivery to the Subscription
Agent by facsimile transmission (Telecopy No.: (781) 575-4826). To confirm
facsimile deliveries, you may call (781) 575-4816.

  The Information Agent will send you additional copies of the form of Notice
of Guaranteed Delivery if you need them. Please call (877) 460-4352 to request
any copies of the form of Notice of Guaranteed Delivery. Banks and brokerage
firms please call (201) 896-1900 to request any copies of the form of Notice of
Guaranteed Delivery.

                                       23
<PAGE>

Questions About Exercising Rights

  If you have any questions or require assistance regarding the method of
exercising your Rights or requests for additional copies of this prospectus,
the Instructions as to the Use of Samsonite Corporation Rights Certificates or
the Notice of Guaranteed Delivery, you should contact the Information Agent at
the address and telephone number set forth above under "Questions and Answers
about the Rights Offering" on page vi.

Subscription Agent and Information Agent

  We have appointed EquiServe to act as Subscription Agent and Corporate
Investor Communications, Inc. to act as Information Agent for the rights
offering. We will pay all fees and expenses of the Subscription Agent and the
Information Agent related to the rights offering and have also agreed to
indemnify the Subscription Agent and the Information Agent from liabilities
which they may incur in connection with the rights offering.

No Revocation

  Once you have exercised your subscription privileges, you may not revoke your
exercise. Rights not exercised prior to the expiration date of the rights
offering will expire.

Procedures for DTC Participants

  We expect that Rights will be eligible for transfer through, and that your
exercise of your basic subscription privilege and your over-subscription
privilege may be made through, the facilities of the Depository Trust Company.
If your Rights are held of record through DTC, you may exercise your basic
subscription privilege and your over-subscription privilege by instructing DTC
to transfer your Rights from your account to the account of the Subscription
Agent, together with certification as to the aggregate number of Rights you are
exercising and the number of shares of our common stock you are subscribing for
under your basic subscription privilege and your over-subscription privilege,
if any, and your subscription price payment for each share you subscribed for
pursuant to your basic subscription privilege and your over-subscription
privilege.

Subscription Price

  The subscription price is $6.00 per share. For more information with respect
to how the subscription price was determined, see "Questions and Answers About
the Rights Offering," "Risk Factors" and "Apollo Bridge Investment; Back-stop
Agreements; The Artemis Investment" included elsewhere in this prospectus.

Extensions and Termination

  We may extend the rights offering and the period for exercising your Rights,
in our sole discretion. In addition, we may terminate the rights offering at
any time prior to the time the rights offering expires.

No Board Recommendation

  An investment in shares of our common stock must be made according to each
investor's evaluation of its own best interests. Our board of directors makes
no recommendation to Rights holders regarding whether they should exercise or
sell their Rights. You should not view Apollo's bridge investment or back-stop
agreement or Artemis' agreement to purchase one-half of the shares that Apollo
purchased pursuant to its bridge investment and one-half of any shares that
Apollo is obligated to purchase pursuant to its back-stop commitment, as a
recommendation or other indication by Apollo, Artemis or our board of directors
that the exercise or sale of your Rights is in your best interests.


                                       24
<PAGE>

Foreign and Other Stockholders

  Rights certificates will be mailed to Rights holders whose addresses are
outside the United States or who have an APO or FPO address. To exercise such
Rights, you must notify the Subscription Agent, and take all other steps which
are necessary to exercise your Rights on or prior to the expiration date of the
rights offering. If the procedures set forth in the preceding sentence are not
followed prior to the expiration date your Rights will expire.

Shares of Common Stock Outstanding after the Rights Offering and the Conversion
of the Series Z Convertible Preferred Stock

  Based on the 10,513,612 shares of our common stock issued and outstanding as
of July 31, 1999, assuming we issue all of the shares offered in the rights
offering and assuming the conversion of all shares of the Series Z Convertible
Preferred Stock sold to Apollo, approximately 23.0 million shares of our common
stock will be issued and outstanding after the rights offering expires, an
increase in the number of outstanding shares of our common stock of
approximately 119%.

Other Matters

  We are not making this rights offering in any state or other jurisdiction in
which it is unlawful to do so, nor are we selling or accepting any offers to
purchase any shares of our common stock from Rights holders who are residents
of those states or other jurisdictions. We may delay the commencement of the
rights offering in those states or other jurisdictions, or change the terms of
the rights offering, in order to comply with the securities law requirements of
those states or other jurisdictions. We may decline to make modifications to
the terms of the rights offering requested by those states or other
jurisdictions, in which case, if you are a resident in those states or
jurisdictions you will not be eligible to participate in the rights offering.

  Apollo Bridge Investment; Back-stop Agreements; The Artemis Investment

  On April 7, 1999, we announced our intention to commence a $75 million rights
offering. On the same day, we entered into an agreement with Apollo whereby
Apollo agreed to make a "bridge" investment equal to the aggregate subscription
price of the Rights distributable to Apollo and Lion in the proposed $75
million rights offering. Apollo also agreed to "back-stop" the rights offering
by purchasing additional shares not subscribed for by other stockholders,
subject to a maximum potential total investment by Apollo of $37.5 million. In
consideration of its agreement, we agreed to pay Apollo a fee of approximately
$1 million. The terms and conditions of our agreement with Apollo, including
the purchase price per share of the securities purchased by Apollo, on an as
converted basis, were negotiated between representatives of our management and
Apollo.

  In April 1999, Apollo made its bridge investment by purchasing 1,000 shares
of our non-voting Series Z Convertible Preferred Stock for a total purchase
price of $25,410,000. The Series Z Convertible Preferred Stock is initially
convertible into common stock at the rate of $6 per common share for a total of
4,235,000 shares. Apollo made its bridge investment in the form of the Series Z
Convertible Preferred Stock to comply with certain provisions of the U.S.
antitrust laws. The Series Z Convertible Preferred Stock is intended to be the
economic equivalent of common stock. It has a nominal liquidation preference,
and is entitled to receive dividends equal to the dividends payable on the
shares of common stock into which it is convertible.

  The Series Z Convertible Preferred Stock's initial conversion rate of $6.00
per common share is slightly in excess of the average of the closing prices of
our common stock on Nasdaq for the five trading days immediately preceding
April 7, 1999. Under the terms of our agreement with Apollo, we are required to
set the

                                       25
<PAGE>


subscription price for the shares of common stock offered in the rights
offering at $6.00 per share, provided that we had the right to determine to set
the subscription price at more than $6.00 per share, but not more than $7.00
per share, or at less than $6.00 per share, but not less than $5.00 per share.
The agreement with Apollo provided, however, that we could not set the
subscription price at a price other than $6.00 per share unless the NASD
confirmed that a downward adjustment of the conversion rate of the preferred
stock will not require shareholder approval under Rule 4460(i)(l)(D) of the
Nasdaq Stock Marketplace Rules. The NASD did not provide this confirmation. If
the subscription price had been set at a price other than $6.00 per share, the
conversion rate for the Series Z Convertible Preferred Stock would have
adjusted to the subscription price.

  On July 13, 1999, we entered into a stockholders agreement with Apollo and
Artemis. The stockholders agreement contains Apollo's agreement to raise its
back-stop commitment by $12.5 million, increasing its total maximum potential
investment in connection with the rights offering to $50 million, as well as
other provisions that affect the rights and obligations of Apollo and Artemis.
These provisions include the following agreements:

  .  Each of Apollo and Artemis agreed to vote, and to cause its respective
     affiliates to vote, its shares for a slate of our board of directors
     that consists of our chief executive officer, three designees of Apollo,
     up to two designees of Artemis and four independent directors which are
     neither designees nor affiliates of Apollo or Artemis. Messrs. Nicolosi,
     Rachesky, Rosen and Solarz, who are currently directors, are deemed to
     be independent for purposes of the stockholders agreement. However, in
     the event that the number of shares of common stock beneficially owned
     by Apollo is less than 50% of the number of shares beneficially owned by
     Artemis, Apollo agreed to vote for three designees of Artemis, and
     Artemis agreed to vote for two designees of Apollo.

  .  Apollo and Artemis each agreed to use its reasonable best efforts to
     maintain the current composition of the Executive Committee of the board
     of directors. However, if requested by Artemis, Apollo agreed to use its
     reasonable best efforts to, and to cause its affiliates to, take such
     action to effect the appointment of an additional member of the
     Executive Committee, who is a designee of Artemis.

  .  The foregoing provisions in respect of voting for members of the board
     of directors are solely obligations as between Apollo and Artemis and do
     not impose any obligations on Samsonite.

  .  Apollo and Artemis agreed to vote any shares issuable upon conversion of
     the Series Z Convertible Preferred Stock acquired in the bridge
     investment and any shares of our common stock purchased in the back-stop
     agreement in proportion to the votes of other stockholders to the extent
     that their combined beneficial ownership exceeds approximately 34% of
     our total outstanding voting stock. This will have the effect of
     negating any incremental impact of Apollo's or Artemis' vote of those
     shares in excess of 34% on a combined basis, the combined beneficial
     ownership percentage of Apollo and Lion prior to the bridge investment.

  .  We agreed to make certain amendments to our Stockholder Rights Plan to,
     among other things, permit the transactions contemplated by the
     stockholders agreement. We also agreed not to further amend our
     Stockholder Rights Plan without the prior written consent of each of
     Apollo and Artemis, subject to the fiduciary duties of our board of
     directors. See "Description of Our Capital Stock--Amendments to Our
     Preferred Stock Rights Plan" below for a more complete description of
     the amendments to our Preferred Stock Rights Plan in connection with the
     stockholders agreement.

  The stockholders agreement terminates, and the rights and obligations of the
parties under the agreement have no force and effect, upon the earlier to occur
of the following:

  .  both Apollo and Artemis cease to beneficially own at least 25% of the
     shares owned by them following Apollo's satisfaction of its obligations
     under the back-stop agreement and Artemis' satisfaction of its
     obligations under its July 13, 1999 agreement with Apollo,

  .  the expiration of three years from the date of executing the Agreement,
     or

                                       26
<PAGE>


  .  we, Apollo and Artemis mutually agree on a later date for the
     termination of the agreement. However, our agreement is not required for
     Apollo and Artemis to mutually agree to amend or terminate the sections
     of the stockholders agreement relating to voting for the board of
     directors or to maintain the current composition of the Executive
     Committee.

  Once the stockholders agreement terminates, Apollo has agreed that if Apollo
and Artemis own greater than 34% of our total outstanding voting stock, Apollo
will vote the number of shares currently held by it or shares purchased in the
rights offering which, when taken together with Artemis' shares, exceeds such
34% threshold in proportion to the votes of stockholders other than Apollo and
Artemis or will vote such shares contrary to Artemis' vote. This agreement of
Apollo only applies if, at the time the stockholders agreement terminates,
Apollo has the right to vote shares of our voting stock beneficially owned by
Artemis pursuant to an investment management agreement or Apollo and Artemis
have entered into some other voting agreement.

  Pursuant to the Apollo back-stop agreement, Apollo has agreed to purchase the
remaining shares of our common stock up to a total additional subscription by
Apollo equal to $24,590,000. If Apollo's purchase of shares of common stock
pursuant to the back-stop agreement is not permitted under U.S. antitrust laws
at the time the rights offering is consummated, Apollo has agreed to purchase
Series Z Convertible Preferred Stock which is convertible into the number of
shares of common stock that Apollo would have purchased if its purchase of
common stock had been permitted under U.S. antitrust laws.

  For a fuller understanding of Apollo's bridge investment and back-stop
agreement, you should carefully read our agreement with Apollo, dated as of
April 7, 1999, and the stockholders agreement, dated as of July 13, 1999, by
and among us, Apollo and Artemis which are included as exhibits to the
registration statement containing this Prospectus.

  In addition, on July 13, 1999, in a separate agreement between Apollo and
Artemis, Artemis agreed to make an additional investment in Samsonite of up to
$25 million by purchasing from Apollo, at Apollo's cost, one-half of the shares
that Apollo purchased pursuant to its bridge investment and one-half of any
shares that Apollo is obligated to purchase pursuant to its back-stop
agreement.

  As was required by the terms of the indenture for our 10 3/4% Senior
Subordinated Notes due 2008, Samsonite's board of directors received the
written opinions of a nationally recognized investment bank which acted as our
financial advisor in connection with Apollo's bridge investment and original
back-stop agreement and in connection with Apollo's increased back-stop
commitment and the Artemis investment. The opinions stated that the financial
terms of the bridge investment and back-stop arrangement, as well as the
increased back-stop commitment and the Artemis investment, are fair, from a
financial point of view, to Samsonite. The opinions are subject to various
qualifications customary for opinions of this kind.


  The Series Z Convertible Preferred Stock and the common stock issuable upon
conversion of the Series Z Convertible Preferred Stock have not been registered
under the Securities Act of 1933 and are subject to transfer restrictions.
Apollo or any person designated by Apollo are currently entitled to require us
to effect three registrations under the Securities Act of 1933 for the resale
of the shares of common stock underlying the Series Z Convertible Preferred
Stock. We have the ability to delay or postpone the registration or the sale of
these shares under a registration statement during specific periods of time
called "blackout periods." Upon any demand by Apollo or any person designated
by Apollo, we are required to prepare and file as expeditiously as possible and
to cause to be effective as soon as practicable thereafter, a registration
statement covering the shares of common stock requested to be registered. In
addition, Apollo or any person designated by Apollo have the right to include
their securities in any registration statement relating to any of our common
equity securities filed under the Securities Act of 1933 for its own account or
for the account of any of its securityholders, subject to some exceptions and
conditions. We have agreed to pay the costs of these registrations, other than
underwriting discounts and commissions on shares sold by the selling
stockholders.

                                       27
<PAGE>

                                Use of Proceeds

  Our minimum gross proceeds from this rights offering will be $50 million,
which represents proceeds from Apollo's bridge investment and the maximum
proceeds from Apollo's back-stop agreement. If at least 50.4% of the Rights
distributed to stockholders, other than Apollo and an affiliate, are exercised,
the gross proceeds from the rights offering will be $75 million. We used a
portion of the net proceeds from the bridge investment to pay the cash premium
for the insurance policy covering various lawsuits filed against us, related
parties and former directors between March 13, 1998 and March 9, 1999, and to
pay certain costs incurred to defend these lawsuits. Under the terms of our
Credit Facility, we are required to use up to $29.0 million of the net proceeds
remaining after the payments referred to above, to repay borrowings under the
Credit Facility. Any remaining net proceeds will be available for general
corporate purposes.

  As of July 31, 1999, there were approximately $105.5 million of outstanding
borrowings under our Credit Facility which bore interest at a weighted average
rate of approximately 7.58% per annum. See "Description of Our Principal
Indebtedness" below.

              Price Range of Our Common Stock and Dividend Policy

  Our common stock is presently traded on Nasdaq under the symbol "SAMC." The
table below sets forth the high and low sale prices for our common stock for
fiscal years 1998 and 1999 and through September  , 1999 as reported on the
Nasdaq. The closing price of our common stock on Nasdaq on September  , 1999,
was $    per share.

<TABLE>
<CAPTION>
                                                           High      Low
                                                           ----      ----
      <S>                                                  <C>       <C>
      Fiscal 1998
       Fiscal quarter ended:
        April 30, 1997.................................... $50 7/8   $37 1/4
        July 31, 1997.....................................  51 1/4    40 3/4
        October 31, 1997..................................  53 1/8    35 7/8
        January 31, 1998..................................  46 3/4     25
      Fiscal 1999
       Fiscal quarter ended:
        April 30, 1998.................................... $37 7/8   $26 9/16
        July 31, 1998.....................................  33 5/8     7 1/2(a)
        October 31, 1998..................................   8 9/16    4 1/8
        January 31, 1999..................................   9 15/16    5
      Fiscal 2000
       Fiscal quarter ended:
        April 30, 1999.................................... $ 6 7/8   $ 4 7/8
        July 31, 1999.....................................   6 3/4      5
        August 1 through September  , 1999................
</TABLE>
- --------

(a) We completed our 1998 Recapitalization on June 24, 1998. From May 1, 1998
    through June 23, 1998, the high and low sale prices for our common stock
    were $33 5/8 and $23 1/2, respectively. From June 24 through July 31, 1998,
    the high and low sale prices for our common stock were $12 9/16 and $7 1/2,
    respectively.

  As of September 15, 1999, the number of holders of record of our common stock
was 96.

  We have not declared any cash dividends on our common stock and do not
currently anticipate paying cash dividends in the foreseeable future. The
payment of dividends on our common stock is a business decision made from time
to time by our board of directors based on considerations which the board finds
relevant. In addition, dividends are payable only out of funds which are
legally available under Delaware law and are restricted by provisions in our
debt instruments. The payment of cash dividends on our common stock is
restricted by the terms of our Credit Facility, our 10 3/4% Notes Indenture and
our 13 7/8% Senior Preferred Stock.

                                       28
<PAGE>

                                 Capitalization

  The following table presents our cash and cash equivalents, short-term
obligations, and capitalization as of July 31, 1999, and as adjusted to give
pro forma effect to this rights offering (assuming minimum gross proceeds of
$50.0 million) and the application of the proceeds from the rights offering as
if these transactions had occurred on July 31, 1999. See "The Rights Offering,"
and "Use of Proceeds." You should read the following information together with
"Selected Historical Consolidated Financial Information," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
our consolidated financial statements and the notes to those financial
statements included elsewhere in this prospectus.

<TABLE>
<CAPTION>
                                                  As of July 31, 1999
                                           -----------------------------------
                                                                        As
                                            Actual    Adjustments(a) Adjusted
                                           ---------  -------------  ---------
                                              (In thousands, except share
                                                       amounts)
<S>                                        <C>        <C>            <C>
Cash and cash equivalents................. $  27,678    $  3,135     $  30,813
                                           =========    ========     =========
Short-term debt and current installments
 of long-term obligations................. $  17,590    $   (192)    $  17,398
                                           ---------    --------     ---------
Long-term obligations:
  Credit Facility.........................   104,880     (18,838)       86,042
  10 3/4% Senior Subordinated Notes.......   350,000         --        350,000
  Capital leases and other obligations....     9,723         --          9,723
  11 7/8% Series B Senior Subordinated
   Notes..................................       532         --            532
                                           ---------    --------     ---------
    Total long-term obligations...........   465,135     (18,838)      446,297
                                           ---------    --------     ---------
      Total obligations...................   482,725     (19,030)      463,695
                                           =========    ========     =========
13 7/8% Senior Preferred Stock; 199,902
 shares issued and
 outstanding (b)..........................   192,254         --        192,254
Stockholders' equity:
  Preferred stock, $.01 par value;
   2,000,000 shares authorized:
    Series Z preferred stock, convertible;
     1,000 shares issued and outstanding;
     and no shares to be issued and
     outstanding..........................    24,410     (24,410)          --
  Common stock, $.01 par value; 60,000,000
   shares authorized; 21,013,612 shares
   issued; 10,513,612 shares outstanding;
   and 21,013,612 shares to be issued;
   18,846,945 shares to be
   outstanding (c)........................       210          83           293
  Additional paid-in capital..............   436,895      47,492       484,387
  Accumulated deficit.....................  (317,803)        --       (317,803)
  Foreign currency translation
   adjustment.............................   (19,674)        --        (19,674)
  Treasury stock, at cost (10,500,000
   shares)................................  (420,000)        --       (420,000)
                                           ---------    --------     ---------
    Total stockholders' equity (deficit).. $(295,962)     23,165      (272,797)
                                           =========    ========     =========
      Total capitalization (including
       short-term debt,
       net of cash and cash equivalents).. $ 351,339    $  1,000     $ 352,339
                                           =========    ========     =========
</TABLE>
- --------

(a) A portion of the net proceeds from Apollo's bridge investment were used to
    pay the cash premium for an insurance policy covering various lawsuits
    filed between March 13, 1998 and March 9, 1999 against us, and related
    parties and former directors and certain costs incurred to defend these
    lawsuits.

(b) The carrying value of our 13 7/8% Senior Preferred Stock, which is
    mandatorily redeemable and which has a liquidation preference of $203.4
    million at July 31, 1999, is recorded net of unamortized issuance costs of
    approximately $6.5 million and the aggregate value assigned to our Warrants
    of $5.8 million, which are being amortized over the twelve-year term of our
    13 7/8% Senior Preferred Stock.

(c) Gives effect to conversion of the Series Z Convertible Preferred Stock but
    does not include shares issuable upon exercise of the warrants issued in
    connection with the 1998 Recapitalization or shares issuable upon exercise
    of employee stock options. Of the 21,013,612 shares of common stock issued,
    10.5 million shares were purchased by us in the 1998 Recapitalization and
    are held in treasury.

                                       29
<PAGE>

                              Selected Historical
                       Consolidated Financial Information

  Our selected historical consolidated financial information presented below
for the years ended January 31, 1995, 1996, 1997, 1998 and 1999 has been
derived from our audited consolidated financial statements. The selected
historical financial information for the six months ended July 31, 1998 and
1999 has been derived from our unaudited consolidated financial statements.
Interim results, in our opinion, include all adjustments, consisting only of
normal recurring adjustments, which we consider necessary for a fair
presentation of our financial position and results of operations information
for such periods; however, such results are not necessarily indicative of
future operating results or financial position. You should read this
information together with the other information contained under the captions
"Capitalization," "Management's Discussion and the Analysis of Financial
Condition and Results of Operations" and with our consolidated financial
statements and related notes to those financial statements included elsewhere
in this prospectus.

<TABLE>
<CAPTION>
                                                                               Six Months Ended
                                      Year Ended January 31,                       July 31,
                          --------------------------------------------------  --------------------
                            1995       1996      1997      1998      1999       1998       1999
                          ---------  --------  --------  --------  ---------  ---------  ---------
<S>                       <C>        <C>       <C>       <C>       <C>        <C>        <C>
Statement of Operations
 Data:
Net Sales...............  $ 635,452  $675,209  $741,138  $736,875  $ 697,421  $ 320,338  $ 371,264
Cost of Goods Sold......    373,967   414,691   449,333   424,349    413,124    196,805    215,522
                          ---------  --------  --------  --------  ---------  ---------  ---------
Gross Profit............    261,485   260,518   291,805   312,526    284,297    123,533    155,742
Selling, General and
 Administrative
 Expenses (a)...........    197,716   203,701   233,761   234,257    263,892    130,448    128,272
Amortization of
 Intangible Assets (b)..     67,189    63,824    31,837     7,101      5,633      3,038      2,780
Provision for
 Restructuring
 Operations.............        --      2,369    10,670     1,866      6,598      8,214        --
                          ---------  --------  --------  --------  ---------  ---------  ---------
Operating Income
 (Loss).................     (3,420)   (9,376)   15,537    69,302      8,174    (18,167)    24,690
Interest Income.........      2,909     4,709     1,419     2,574      2,453      1,547        998
Interest Expense and
 Amortization of Debt
 Issue Costs and Premium
 (c)....................    (37,875)  (39,974)  (35,670)  (19,918)   (39,954)   (12,341)   (26,849)
Other Income
 (Expenses)--Net........      2,729     3,967    18,821    28,294    (25,351)     2,796      3,090
Income Tax Expense......    (10,619)   (9,095)  (10,389)  (23,088)   (26,800)    (5,213)    (5,794)
Minority Interest in
 Earnings of
 Subsidiaries...........       (931)   (1,385)   (1,041)     (287)      (840)      (420)      (432)
                          ---------  --------  --------  --------  ---------  ---------  ---------
Income (Loss) from
 Continuing Operations..    (47,207)  (51,154)  (11,323)   56,877    (82,318)   (31,798)    (4,297)
Income (Loss) from
 Operations Discontinued
 and Sold and
 Extraordinary Items....    (64,372)  (10,293)      --    (16,178)    (6,460)    (6,460)       --
                          ---------  --------  --------  --------  ---------  ---------  ---------
Net Income (Loss) (c)...   (111,579)  (61,447)  (11,323)   40,699    (88,778)   (38,258)    (4,297)
Senior Preferred Stock
 Dividends (c)..........        --        --        --        --     (15,632)    (2,579)   (13,925)
                          ---------  --------  --------  --------  ---------  ---------  ---------
Net Income (Loss)
 Available to Common
 Stockholders...........  $(111,579) $(61,447) $(11,323) $ 40,699  $(104,410) $ (40,837) $ (18,222)
                          =========  ========  ========  ========  =========  =========  =========
Income (Loss) per Common
 Share--Basic (c):
 Continuing Operations..  $   (3.05) $  (3.24) $   (.71) $   2.81  $   (6.79) $   (1.87) $   (1.73)
 Net Income (Loss)......      (7.22)    (3.89)     (.71)     2.01      (7.24)     (2.22)     (1.73)
Income (Loss) per Common
 Share--Assuming
 Dilution (c):
 Continuing Operations..      (3.05)    (3.24)     (.71)     2.70      (6.79)     (1.87)     (1.73)
 Net Income (Loss)......      (7.22)    (3.89)     (.71)     1.93      (7.24)     (2.22)     (1.73)
Balance Sheet Data (as
 of end of period):
Property, Plant and
 Equipment, Net.........  $ 137,686  $140,912  $143,959  $142,351  $ 149,641  $ 141,076  $ 142,689
Total Assets............    866,000   607,443   592,658   610,049    621,435    630,853    575,097
Long-Term Obligations
 (Including Current
 Installments)..........    417,175   310,959   290,617   179,223    503,096    480,884    470,912
Senior Preferred Stock..        --        --        --        --     178,329    165,659    192,254
Stockholders' Equity
 (Deficit)..............    148,472    25,116    24,998   208,886   (295,446)  (231,624)  (295,962)
Other Data:
Depreciation and
 Amortization...........     85,486    84,101    53,889    28,594     27,054     13,617     13,613
Capital Expenditures....     17,963    21,668    31,093    36,313     26,679     12,946     11,009
Adjusted EBITDA (d).....     81,931    78,335    84,879   108,328     50,301     13,662     39,764
</TABLE>

                                          (see footnotes on the following pages)

                                       30
<PAGE>

Impact of Fair Value Adjustments Attributable to the Reorganization Of Astrum,
Restructurings and Certain Other Expenses:

  Included in our statements of operations are amortization and depreciation
related to adjustments of assets and liabilities to fair value in connection
with our adoption of the American Institute of Certified Public Accountants
Statement of Position 90-7 entitled "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code" ("SOP 90-7") in June 1993 in
conjunction with the reorganization of Astrum International Corp. Prior to July
14, 1995, we were a subsidiary of Astrum. On July 14, 1995, Astrum merged with
Samsonite Corporation and changed its name to Samsonite Corporation. The most
significant adjustment related to reorganization value in excess of
identifiable assets which was amortized over the three-year period ended June
1996. We also recorded fresh start adjustments to reflect tradenames, licenses,
patents, and other intangibles at their fair values, which are being amortized
over periods ranging from one to forty years. Property and equipment adjusted
to fair values in connection with the adoption of SOP 90-7 are being
depreciated over their respective useful lives, primarily ranging from two to
six years. In addition, our statements of operations include provisions for
restructuring operations in fiscal years 1996 through 1999 as well as certain
other expenses associated with the fiscal 1997 restructuring and management
team changes, and expenses in fiscal 1999 related to the 1998 Recapitalization.

  Due to the significance of these items, we believe that it is useful to
isolate their impact on operating income (loss) as shown below. This
information does not represent and should not be considered an alternative to
operating income, any other measure of performance as determined by generally
accepted accounting principles or as an indicator of operating performance. The
information presented may not be comparable to similar presentations reported
by other companies.

<TABLE>
<CAPTION>
                                                                       Six Months
                                  Year Ended January 31,             Ended July 31,
                          ----------------------------------------- -----------------
                           1995     1996     1997    1998    1999     1998     1999
                          -------  -------  ------- ------- ------- --------  -------
<S>                       <C>      <C>      <C>     <C>     <C>     <C>       <C>
Impact on Operating
 Income (Loss)
Operating Income
 (Loss).................  $(3,420) $(9,376) $15,537 $69,302 $ 8,174 $(18,167) $24,690
Fresh Start Amortization
 and Depreciation (b)...   70,599   66,433   34,484   8,738   5,608    3,747    3,011
Provision for
 Restructuring
 Operations.............      --     2,369   10,670   1,866   6,598    8,214      --
Certain Other Expenses
 Associated with
 Restructuring,
 Operations, Management
 Changes and the
 Recapitalization (a)...      --       --     5,400     --    9,083    9,083      420
                          -------  -------  ------- ------- ------- --------  -------
Operating Income Before
 Fresh Start
 Amortization and
 Depreciation, Provision
 for Restructuring
 Operations, Certain
 Other Expenses
 Associated with
 Restructuring
 Operations, Management
 Changes and the
 Recapitalization.......  $67,179  $59,426  $66,091 $79,906 $29,463 $  2,877  $28,121
                          =======  =======  ======= ======= ======= ========  =======
</TABLE>

                                          (see footnotes on the following pages)

                                       31
<PAGE>

 Notes to Selected Historical and Pro Forma Consolidated Financial Information

(a) Selling, General and Administrative Expenses include $9.1 million of
    expenses during the year ended January 31, 1999 and for the six months
    ended July 31, 1998 for (1) legal, printing and other expenses associated
    with the 1998 Recapitalization of $4.8 million and (2) compensation
    expenses recorded for adjustments and modifications made to outstanding
    stock options as a result of the 1998 Recapitalization of $4.3 million.
    Selling, General and Administrative Expenses include $5.4 million of
    expenses during the year ended January 31, 1997 for (1) consulting fees to
    establish a restructuring plan ($0.8 million), (2) the cessation of the
    former chief executive officer's employment and the change in management
    ($4.1 million) and (3) expenses in excess of the original provision in
    fiscal 1996 for the consolidation of American Tourister manufacturing
    facilities ($0.5 million). Selling, General and Administrative Expenses
    include $0.4 million of expenses during the six months ended July 31, 1999
    related to compensation expense related to the modifications to stock
    options as a result of the 1998 Recapitalization.

(b) We adjusted our assets and liabilities to their fresh start values pursuant
    to SOP 90-7 and created a new entity for financial reporting purposes.
    Since June 30, 1993, our statements of operations include amortization and
    depreciation related to these fresh start adjustments. The most significant
    fresh start adjustment relates to recording Reorganization Value in Excess
    of Identifiable Assets, which was amortized over a three-year period ending
    in June 1996. In addition, fresh start amortization includes amortization
    of fresh start adjustments to reflect the fair value of trademarks,
    licenses, patents and other intangibles, which are being amortized over
    periods from one to forty years. Fresh start amortization and depreciation
    also includes depreciation of fresh start adjustments to reflect the fair
    value of property and equipment, depreciated over their estimated useful
    lives ranging primarily from two to six years.

     Fresh Start Amortization and Depreciation consists of the following:

<TABLE>
<CAPTION>
                                                                    Six Months
                                                                       Ended
                                    Year Ended January 31,           July 31,
                             ------------------------------------- -------------
                              1995    1996    1997    1998   1999   1998   1999
                             ------- ------- ------- ------ ------ ------ ------
                                               (In thousands)
   <S>                       <C>     <C>     <C>     <C>    <C>    <C>    <C>
   Fresh Start
    Amortization:
   Amortization of
    Reorganization Value in
    Excess of Identifiable
    Assets.................  $55,072 $55,072 $22,947 $  --  $  --  $  --  $  --
   Amortization of
    Licenses, Patents and
    Trademarks and Other...   12,117   7,823   7,976  6,184  4,405  2,863  2,519
                             ------- ------- ------- ------ ------ ------ ------
   Total Fresh Start
    Amortization Included
    in Amortization of
    Intangibles............   67,189  62,895  30,923  6,184  4,405  2,863  2,519
                             ------- ------- ------- ------ ------ ------ ------
   Fresh Start
    Depreciation--Property
    and Equipment:
   Included in Cost of
    Goods Sold.............    2,790   2,895   2,914  2,093    982    723    404
   Included in Selling,
    General and
    Administrative
    Expenses...............      620     643     647    461    221    161     88
                             ------- ------- ------- ------ ------ ------ ------
   Total Fresh Start
    Depreciation...........    3,410   3,538   3,561  2,554  1,203    884    492
                             ------- ------- ------- ------ ------ ------ ------
   Total Fresh Start
    Amortization and
    Depreciation...........  $70,599 $66,433 $34,484 $8,738 $5,608 $3,747 $3,011
                             ======= ======= ======= ====== ====== ====== ======
</TABLE>

(c) If the 1998 Recapitalization had occurred on February 1, 1998, Pro Forma
    Interest Expense and Amortization of Debt Issue Costs and Premium, Pro
    Forma Senior Preferred Stock Dividends, Pro Forma Net Income (Loss), and
    Pro Forma Income (Loss) per Common Share--Basic and Assuming Dilution for
    the year ended January 31, 1999 would have been $54.3 million, $26.6
    million, $(129.7 million), and $(12.65), respectively. Such pro forma
    amounts include pro forma adjustments to increase interest expense and
    Senior Preferred Stock Dividends by $14.3 million and $11.0 million,
    respectively, as if the 10 3/4% Notes and the Senior Redeemable Preferred
    Stock had been issued on February 1, 1998 and the additional borrowings
    under our Credit Facility had occurred on February 1, 1998.

(d) EBITDA is defined as Income (Loss) from Continuing Operations plus (1)
    Interest Expense and Amortization of Debt Issue Costs and Premium net of
    Interest Income, (2) Income Tax Expense, (3) Minority Interest in Earnings
    of Subsidiaries, and (4) Depreciation and Amortization.

                                       32
<PAGE>

     We believe that EBITDA provides useful information regarding our ability
  to service our indebtedness, but it should not be considered in isolation
  or as a substitute for operating income or cash flow from operations (in
  each case as determined in accordance with generally accepted accounting
  principles) as an indicator of our operating performance or as a measure of
  our liquidity. Other companies may calculate EBITDA in a different manner
  than ours. EBITDA does not take into consideration substantial costs and
  cash flows of doing business, such as interest expense, income taxes,
  depreciation and amortization. EBITDA does not represent funds available
  for discretionary use by us because those funds are required for debt
  service, capital expenditures to replace fixed assets, working capital and
  other commitments and contingencies. EBITDA is not an accounting term and
  is not used in generally accepted accounting principles.

     Adjustments to EBITDA to arrive at Adjusted EBITDA include various items
  of income (expense) including (1) restructuring provisions; (2) other
  income in prior years primarily related to various items from previous
  operations; and (3) accrued costs related to the defense and resolution of
  shareholder litigation; expenses of the 1998 Recapitalization; gain (loss)
  on disposition of fixed assets, net; and other items, net; which items
  together aggregate $(2.9) million, $(0.4) million, $(3.4) million, $(17.9)
  million, $40.4 million, $15.2 million and $(1.6) million for the years
  ended January 31, 1995, 1996, 1997, 1998, and 1999 and the six months ended
  July 31, 1998 and 1999, respectively, which management believes should be
  added to (deducted from) the calculation of EBITDA. Adjusted EBITDA for the
  year ended January 31, 1998 reflects a reduction of $4.1 million for
  negative production variances incurred during the last half of fiscal 1998.

                                       33
<PAGE>

               Management's Discussion and Analysis of Financial
                      Condition and Results of Operations

  The following discussion and analysis should be read in conjunction with
"Selected Historical and Pro Forma Consolidated Financial Information" and our
consolidated financial statements and the notes to those financial statements
appearing elsewhere in this prospectus. Our fiscal year ends on January 31.
References to a fiscal year denote the calendar year in which the fiscal year
ended. For example, "fiscal 1999" refers to the 12 months ended January 31,
1999. Our continuing operations consist of a single business segment, the
manufacture and sale of luggage and luggage related products.

Results of Operations

  We analyze our net sales and operations by the following categories:

  .  "European operations" which include its European sales, manufacturing
     and distribution operations whose reporting currency is the Belgian
     franc;

  .  "the Americas operations" which include wholesale and retail sales,
     manufacturing, and distribution operations in the United States and
     "Other Americas" which includes operations in Canada and Latin America;

  .  "Asian operations" which include the sales, manufacturing and
     distribution operations in India, China, Singapore, South Korea, Hong
     Kong and Taiwan; and

  .  licensing operations and corporate overhead.

  Divisions previously included in the "International" category have been
reclassified to conform with the current year presentation described above.

Six Months Ended July 31, 1999 Compared to Six Months Ended July 31, 1998

  General. Results of European operations were translated from Belgian francs
to U.S. dollars in fiscal 2000 and fiscal 1999 at average rates of
approximately 37.24 and 37.38 francs to the U.S. dollar, respectively. This
increase in the value of the Belgian franc of approximately 0.3% resulted in
nominal increases in reported sales, cost of sales and other expenses in fiscal
2000 compared to fiscal 1999. The most significant effects from the difference
in exchange rates from last year to this year are noted in the following
analysis and are referred to as an "exchange rate difference". The Company
enters into forward foreign exchange contracts and option contracts to reduce
its economic exposure to fluctuations in currency exchange rates for the
Belgian franc and other foreign currencies. Such instruments are marked to
market at the end of each accounting period; realized and unrealized gains and
losses are recorded in other income. During fiscal 2000, the Company had net
gains from such instruments of $5.8 million, $1.3 million of which was
realized; during fiscal 1999, the Company had net gains on such instruments of
$1.6 million, $1.4 million of which was realized. The Company estimates the
reduction in operating income from the strengthening of the U.S. dollar versus
the Belgian franc from the same period in the prior year to be approximately
$1.3 million for the six months ended July 31, 1998. The effect of the exchange
rate difference on operating income in fiscal 2000 is not significant.

  Net Sales. Consolidated net sales increased from $320.3 million in fiscal
1999 to $371.3 million in fiscal 2000, an increase of $51.0 million or 15.9%.
Fiscal 2000 sales were favorably impacted by the increase in the value of the
Belgian franc compared to the U.S. dollar. Without the effect of the exchange
rate difference, fiscal 2000 sales would have increased by $50.4 million or
approximately 15.7%.

  Sales from European operations increased from $144.6 million in fiscal 1999
to $157.8 million in fiscal 2000, an increase of $13.2 million. Expressed in
the local European reporting currency (Belgian francs), fiscal 2000 sales
increased by 8.7%, or the U.S. constant dollar equivalent of $12.6 million,
compared to fiscal 1999. Sales of softside product improved by approximately
20% from prior year while hardside product sales decreased slightly. The
significant increase in softside sales is due in part to the success of the
Spark, Accent and Promo Base Hits lines. Sales of the new Trunk & Co. products
and softside business cases were also higher. The decrease in hardside sales is
attributable mainly to the decline in Epsilon and Oyster I series sales.

                                       34
<PAGE>


  Sales from the Americas operations increased from $158.5 million in fiscal
1999 to $190.4 million in fiscal 2000, an increase of $31.9 million, or 20.1%.
U.S. Wholesale sales for the current year increased by $26.5 million from the
prior year, Retail sales increased by $3.4 million, and sales in the Other
Americas operations increased by $2.0 million from the prior year. A computer
conversion problem in July 1998 caused a disruption in distribution in the U.S.
operations which significantly depressed sales during the six months ended July
31, 1999. The Company believes U.S. Wholesale sales have improved due to
increased consumer acceptance of more competitive products and better marketing
strategies resulting in better sell-through and fewer returns compared to the
prior year. U.S. Retail sales continued to improve, increasing from $60.0
million in the prior year to $63.4 million in fiscal 2000, an increase of 5.7%.
Comparable store sales decreased 2.2% from the same period in the prior year.

  Sales from Asian operations were $5.3 million, or 52.0%, higher than the
prior year sales, as a result of increased sales in all Asian operations. The
most significant increase occurred in Korea with a $2.6 million increase over
the prior year's sales. The improvement in Asian sales is primarily due to some
economic recovery in the region and increased market share in Korea.

  Revenues from licensing operations increased $0.6 million over the prior year
to $7.7 million in fiscal 2000. Samsonite and American Tourister label
licensing revenues increased $0.5 million, and Global Licensing revenues
increased $0.1 million compared to the prior year.

  Gross profit. Consolidated gross profit for fiscal 2000 increased from fiscal
1999 by $32.2 million. Consolidated gross margin increased by 3.3 margin
points, from 38.6% in fiscal 1999 to 41.9% in fiscal 2000.

  Gross margins from European operations increased 1.4 percentage points from
the prior year to 40.9% in fiscal 2000. The increase in gross profit margins is
due primarily to selective price increases effective in the European markets
beginning in fiscal 2000 and improvement in margins on softside products.

  Gross margins for the Americas increased by 5.5 percentage points, from 34.9%
in fiscal 1999 to 40.4% in fiscal 2000. U.S. Wholesale gross profit margins
increased from 22.6% in the prior year to 35.0% in the current year due
primarily to improved sales volume, lower sales returns and allowances, the
elimination of unfavorable production variances and lower manufacturing
overhead costs.

  U.S. Retail gross profit margins for the period declined slightly to 51.8% in
fiscal 2000 due primarily to a higher sales mix of discontinued and obsolete
product at lower gross profit margins. Part of the Company's strategy to reduce
excess inventories in the U.S. is to sell such products through its retail
stores.

  Selling, General and Administrative Expenses ("SG&A"). Consolidated SG&A
decreased by $2.2 million from fiscal 1999 to fiscal 2000. As a percent of
sales, SG&A was 34.6% in fiscal 2000 and 40.7% in fiscal 1999.

  SG&A for the Americas, including Corporate, decreased $6.7 million. Within
the Americas, SG&A for U.S. Retail increased by $2.9 million primarily due to
an increase in the number of stores. SG&A for Corporate and U.S. Wholesale
combined decreased $10.2 million due primarily to expenses incurred in fiscal
1999 totaling $9.1 million associated with the Recapitalization, lower dealer
advertising costs and lower warranty and sales costs. SG&A for Other Americas
increased by $0.6 million. SG&A for Europe increased $4.2 million. The increase
in Europe's SG&A is due primarily to an increase in advertising costs compared
to the prior year, a higher provision for doubtful accounts receivable and
higher professional fees incurred. SG&A for Asia was $0.3 million higher than
the prior year.

  Provision for restructuring operations. The provision for restructuring
operations in fiscal 1999 of $8.2 million results primarily from the
restructuring of the U.S. Wholesale operations and the restructuring of the
Torhout, Belgium manufacturing operations. The U.S. Wholesale restructuring
provision of $5.6 million is primarily related to termination and severance
costs for the elimination of approximately 227 positions and costs related to
the disposal of molding and other equipment representing excess capacity. The
Torhout, Belgium restructuring provision of $2.6 million is primarily related
to termination and severance costs for the elimination of approximately 111
positions. There was no restructuring provision recorded during fiscal 2000.

                                       35
<PAGE>


  Amortization of intangible assets. Amortization of intangible assets
decreased from $3.0 million in fiscal 1999 to $2.8 million in fiscal 2000 due
primarily to lower amortization expense relating to certain McGregor licenses
which became fully amortized during fiscal 1999.

  Operating income (loss). Operating income (loss) improved from an operating
loss of $18.2 million in fiscal 1999 to operating income in fiscal 2000 of
$24.7 million, an increase of $42.9 million. The increase is a result of the
increased sales volume and resulting increase in gross profit of $32.2 million,
the reduction in SG&A of $2.2 million and the restructuring provision of $8.2
million and the decline in amortization of intangibles of $0.3 million.

  Interest income. Interest income of $1.0 million was lower than the prior
year by $0.5 million due primarily to interest income received from temporary
investment of funds from proceeds of the Recapitalization financing until the
tender offer was completed and interest received on a refund of state income
taxes during the prior year.

  Interest expense and amortization of debt issue costs. Interest expense and
amortization of debt issue costs increased from $12.3 million in fiscal 1999 to
$26.8 million in fiscal 2000. The increase is due primarily to increased
interest expense and issuance cost amortization as a result of the 1998
Recapitalization which occurred during the second quarter of fiscal 1999.

  Other income--net. See Note 6 to the unaudited consolidated financial
statements included elsewhere herein for a comparative analysis of other
income--net. Other income--net increased by $0.3 million from $2.8 million in
fiscal 1999 to $3.1 million in fiscal 2000. The increase is due primarily to an
increase in hedge gains of $4.2 million, and a decrease in equity in loss of
unconsolidated affiliates of $0.7 million as a result of a decrease in the
losses of Chia Tai Samsonite (H.K.) Ltd., a 50% owned joint-venture formed to
manufacture and distribute luggage in China, which was restructured in fiscal
1999. These increases were partially offset by gains on sales of assets held
for sale recognized in the prior year of $3.6 million, decreases in gain on
sale of fixed assets of $0.7 million, and an increase in other miscellaneous
expenses of $0.3 million.

  The Company has entered into certain forward exchange contracts to hedge its
exposures to changes in exchange rates. The Company estimates the reduction in
operating income from the strengthening of the U.S. dollar versus the Belgian
franc from the same period in the prior year to be approximately $1.3 million
for the six months ended July 31, 1998. There was substantially no effect on
operating income in fiscal 2000 due to exchange rate changes. Other income for
fiscal 2000 includes income from forward exchange contracts of $5.8 million,
$4.5 million of which was unrealized. In fiscal 1999, such transactions
resulted in income of $1.6 million, $0.2 million of which was unrealized. The
income recorded for the six months ended July 31, 1999 results primarily from
forward exchange contracts entered to reduce economic exposure to fluctuations
in currency exchange rates for the Belgian franc. The ultimate realization of
this amount is subject to fluctuations in the exchange rate of the U.S. dollar
against the Belgian franc when the contracts are closed.

  Income tax expense. Income tax expense increased from $5.2 million in fiscal
1999 to $5.8 million in fiscal 2000. The increase in current year taxes is due
to pretax earnings in fiscal 2000 compared to a loss in fiscal 1999 offset by
the tax effect in the U.S. of a $30 million dividend received from Samsonite
Europe N.V. in the prior year. Prior year taxes also included $0.8 million in
state tax refunds received in fiscal 1999 related to taxes accrued and paid in
prior years. The relationship between the expected income tax benefit computed
by applying the U.S. statutory rate to the pretax loss and actual income tax
expense recognized results primarily because of (i) foreign income tax expense
provided on foreign earnings, (ii) valuation allowances provided on deferred
tax assets, and (iii) state and local income taxes. A deferred tax benefit has
not been provided for U.S. operating losses.

  Extraordinary loss. The extraordinary loss for the six months ended July 31,
1998 resulted from the completion of a tender offer for the Company's 11 1/8%
Series B Subordinated Notes (the "Notes"). The Company retired $52.3 million
principal amount of the Notes and paid redemption premiums and other

                                       36
<PAGE>


expenses of the tender offer totaling approximately $8.5 million. These costs
along with $1.5 million of deferred financing costs were charged to expense and
classified as an extraordinary item, net of tax effects, for the six months
ended July 31, 1998. Also during the prior year, the Company completed the
Recapitalization. In connection with the Recapitalization, deferred financing
costs related to the refinanced senior credit facility of $0.4 million were
charged to expense and classified as an extraordinary item, net of tax effects.

  Net loss. The Company had a net loss in fiscal 2000 of $4.3 million compared
to a net loss in fiscal 1999 of $38.3 million. The decrease in the net loss
from the prior year of $34.0 million is caused by the effect of the increases
in operating and other income and a decrease in extraordinary loss, offset by
the decrease in interest income and the increase in interest expense and income
taxes during fiscal 2000.

  Senior redeemable preferred stock dividends and accretion of preferred stock
discount. This item represents the accrual of cumulative dividends on the
Senior Redeemable Preferred Stock issued in connection with the
Recapitalization and the accretion of the discount over the twelve-year term of
the Senior Redeemable Preferred Stock. The increase over the prior year is due
to the timing of the Recapitalization which occurred in June 1998.

  Net loss to common stockholders. This amount represents net loss after
dividends payable and the accretion of discount on the Senior Redeemable
Preferred Stock and is the amount used to calculate net loss per common share.



Fiscal 1999 Compared to Fiscal 1998

  General. Results of European operations were translated from Belgian francs
to U.S. dollars in fiscal 1999 and fiscal 1998 at average rates of
approximately 36.32 and 35.67 francs to the U.S. dollar, respectively. This
decrease in the value of the Belgian franc of 1.8% resulted in decreases in
European reported sales, cost of sales and other expenses in fiscal 1999
compared to fiscal 1998. The most significant effects from the difference in
exchange rates from last year to the current year are noted in the following
analysis and referred to as an "exchange rate difference". We enter into
forward foreign exchange contracts and option contracts to reduce our economic
exposure on translated earnings from foreign operations and/or royalty
agreements to fluctuations in currency exchange rates for the Belgian franc and
other foreign currencies. Such instruments are marked to market at the end of
each accounting period; realized and unrealized gains and losses are recorded
in Other Income (Expense)--Net. During fiscal 1999, we had net gains from such
instruments of $0.2 million including an unrealized loss of $1.2 million;
during fiscal 1998, we had net gains on such instruments of $6.5 million. We
estimate the reduction in operating income from the year-to-year strengthening
of the U.S. dollar versus the Belgian franc to be approximately $0.5 million
and $5.6 million in fiscal 1999 and 1998, respectively.

  Net Sales. Consolidated net sales decreased from $736.9 million in fiscal
1998 to $697.4 million in fiscal 1999, a decrease of $39.5 million. Fiscal 1999
sales were adversely affected by the decrease in the value of the Belgian franc
compared to the U.S. dollar in fiscal 1998. Without the effect of the exchange
rate difference, fiscal 1999 sales would have decreased by $33.9 million or
approximately 4.6%.

  On a U.S. dollar basis, sales from European operations increased from $277.2
million in fiscal 1998 to $305.0 million in fiscal 1999, an increase of $27.8
million. Expressed in the local European reporting currency (Belgian francs),
fiscal 1998 sales increased by 12.1%, or the U.S. constant dollar equivalent of
$33.4 million, from fiscal 1998; however, the local currency increase was
partially offset by a $5.6 million exchange rate difference. Sales of hardside
products were 7.8% above the prior year due to the successful introduction of
new product lines, growth in sales of American Tourister products, and higher
business case sales. Sales of softside products were 12.8% above the prior year
because of strong sales of new products, excellent growth in sales of business
cases and growth of lower priced luggage products. Sales in most European
countries showed significant improvement over the prior year. New product lines
which contributed to sales growth in fiscal 1999 include Spark, Base Hits, and
Accent softside products and Oyster II hardside.

                                       37
<PAGE>

  Sales from the Americas operations decreased from $419.3 million in fiscal
1998 to $353.8 million in fiscal 1999, a decrease of $65.5 million or 15.6%.
The decrease was largely due to a decline in U.S. Wholesale sales of $90.1
million, offset by an increase in U.S. retail sales of $19.7 million from the
prior year and an increase in sales from other Americas of $4.9 million.

  .  U.S. Wholesale revenues of $179.6 million were less than the prior year
     of $269.7 million by $90.1 million, or 33.4%. U.S. Wholesale sales
     decreased due to a number of factors affecting the U.S. luggage industry
     in general, including numerous discount luggage promotions, industry-
     wide excess inventory levels at retail, a poor Christmas selling season
     for luggage, and to a lesser extent, economic conditions in Asia and
     Latin America affecting tourism to the U.S. An additional factor in
     declining sales is increased competition from luggage companies which
     are offering products which are similar to our products in terms of
     style, features and durability of construction. U.S. Wholesale sales
     were also negatively impacted by a computer conversion problem which
     virtually halted shipments to customers during the first 20 days of July
     1998 and slowed shipments through the remainder of July 1998 and part of
     August 1998. Conversion of the U.S. distribution system was the last
     phase of the project to upgrade computer systems in the U.S., which
     included the installation of the new financial, manufacturing and
     distribution software. The computer conversion problems were largely
     resolved during the third quarter of the fiscal year such that shipping
     and invoicing functions were restored.

    We expect U.S. Wholesale sales to continue to be depressed through
    fiscal 2000 because of the continuation of market factors which
    affected U.S. Wholesale sales in fiscal 1998 and 1999. We are executing
    various strategies which we believe will help to improve its sales and
    marketing functions, cost structure and product competitiveness in the
    U.S. Wholesale market in response to current competitive conditions.

  .  U.S. retail sales increased from $108.9 million in the prior year to
     $128.6 million in the current year due to the effect of a full year of
     operations for the net increase of 40 stores during fiscal 1998 and a
     net increase of six stores opened during fiscal 1999. Comparable store
     sales decreased by $0.3 million or less than 1% from fiscal 1998.

  .  Sales from Other Americas operations, including Mexico, Canada, Brazil,
     Argentina and Uruguay, were increased from the prior year by $4.9
     million, from $40.7 million in fiscal 1998 to $45.6 million in fiscal
     1999. The increase in sales from other Americas operations is due to new
     joint venture operations in Argentina and Uruguay beginning in fiscal
     1999, a full year of sales for joint venture operations established in
     fiscal 1998 in Brazil, and increases in Canada's sales.

  Sales from Asian operations increased from $21.9 million in fiscal 1998 to
$22.9 million in fiscal 1999, an increase of $1.0 million, primarily due to a
full year of operations in India, Hong Kong and Korea which were established in
fiscal 1998, offset by declines in revenues from other Asian countries due to
poor economic conditions in Asia and the effect of weakened Asian currencies on
sales translated to U.S. dollars.

  Revenues from U.S. licensing declined $2.8 million compared to revenues in
the prior year due to two large license sale transactions in the prior year
which totaled $2.2 million and the continued decline in revenues from aging
non-luggage McGregor brands. Samsonite and American Tourister label licensing
revenues increased compared to prior year by $0.8 million because of increased
marketing efforts to license the Samsonite brand.

  Gross Profit. Consolidated gross profit for fiscal 1999 decreased from fiscal
1998 by $28.2 million. Gross margin decreased by 1.6 percentage points, from
42.4% in fiscal 1998 to 40.8% in fiscal 1999. Because of our excess inventory
position described elsewhere herein, we may experience lower than normal gross
profit margins on the sale of excess inventory.

  Gross margins from European operations increased by 0.3 percentage points,
from 39.9% in fiscal 1998 to 40.2% in fiscal 1999. The improvement is due to
stronger sales of higher margin products.

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<PAGE>

  Gross margins for the Americas operations decreased 4.1 percentage points
from 42.7% in fiscal 1998 to 38.6% in fiscal 1999. This was caused primarily by
the decrease in U.S. Wholesale margins from 43.1% to 30.5%, because of lower
sales volume, increased sales allowances, increased sales of discontinued and
obsolete goods, and higher in-bound freight costs offset by lower plant
production variances, period manufacturing and global sourcing costs. Gross
margins for U.S. Retail improved from 48.9% in the prior year to 52.1% in the
current year due primarily to the change in product mix sold during fiscal
1999.

  Selling, General and Administrative Expenses. Consolidated SG&A increased by
$29.6 million from fiscal 1998 to fiscal 1999. As a percent of sales, SG&A was
37.8% in fiscal 1999 and 31.8% in fiscal 1998.

  SG&A for European operations increased by $5.9 million from fiscal 1998 to
fiscal 1999. The exchange rate difference caused SG&A to decrease by $1.4
million. The remaining increase of $7.3 million was primarily to support
increased sales levels in fiscal 1999. As a percent of sales, Europe's SG&A was
25.2% in 1999 compared to 25.6% in 1998.

  SG&A for the Americas operations, including worldwide corporate headquarters,
increased by $22.2 million in fiscal 1999 compared to fiscal 1998. SG&A related
to U.S. Wholesale operations decreased by $2.7 million, from $85.2 million in
fiscal 1998 to $82.5 million in fiscal 1999. As a percent of sales, U.S.
Wholesale SG&A was 45.9% in the current year compared to 31.6% in the prior
year primarily due to higher expenses incurred for warehousing, national
advertising and warranty in 1999 and lower sales volume in fiscal 1999. SG&A
related to U.S. retail operations increased by $11.3 million because of an
increase in the number of stores open and increased sales volume. As a percent
of sales, retail SG&A increased from 42.6% in fiscal 1998 to 44.8% in fiscal
1999. SG&A for Other Americas operations increased by $2.4 million primarily
because of new joint venture operations in Argentina and Uruguay beginning in
fiscal 1999 and a full year of operations since the formation of the Brazilian
joint venture in 1998. Corporate SG&A increased by $11.2 million from the prior
year due primarily to $9.1 million in expenses associated with the
Recapitalization including expenses associated with adjustments to employee
stock options, increases in legal costs, and expenses associated with
assessment and implementation of Year 2000 readiness strategies.

  SG&A for Asian operations, including India, increased by $1.5 million from
fiscal 1998 due to a full year of operations for new joint venture subsidiaries
in Hong Kong and Korea and a full year of operations for India.

  Amortization of Intangible Assets. Amortization of intangible assets
decreased from $7.1 million in fiscal 1998 to $5.6 million in fiscal 1999 due
primarily to Samsonite licenses which became fully amortized in fiscal 1998 and
McGregor licenses which became fully amortized in fiscal 1999.

  Provision for Restructuring Operations. The provision for restructuring
operations in fiscal 1999 results primarily from the restructuring of the U.S.
Wholesale and Torhout, Belgium manufacturing operations. The U.S. Wholesale
restructuring provision of $5.6 million recorded in the second quarter of
fiscal 1999 is primarily related to termination and severance costs for the
elimination of approximately 227 positions and costs related to the disposal of
molding and other equipment representing excess capacity. The Torhout, Belgium
restructuring provision of $2.6 million is primarily related to termination and
severance costs for the elimination of approximately 111 positions. The fiscal
1999 provisions are comprised of estimated cash expenditures of $6.0 million
and estimated non-cash charges of $2.2 million. During the fourth quarter of
fiscal 1999, certain excess restructuring reserves of $1.6 million were
reversed, including $0.5 million related to the fiscal 1997 reserve, and $1.1
million related to the fiscal 1999 U.S. Wholesale restructuring reserve. In
fiscal 1998, we recorded a $3.6 million restructuring provision and reduced the
restructuring provision by $1.7 million for excess accruals related to the
fiscal 1997 restructuring. The fiscal 1998 provision consists primarily of
costs associated with involuntary employee terminations and is comprised of
estimated cash expenditures of $3.3 million and estimated non-cash charges of
$0.3 million. The reversals of excess reserves in fiscal 1999 and 1998 was
necessary because certain expenses contemplated in the restructurings did not
materialize.

                                       39
<PAGE>

  Operating Income. Operating income decreased from $69.3 million in fiscal
1998 to $8.2 million in fiscal 1999. This is a result of decreased gross profit
of $28.2 million, increased SG&A of $29.6 million and an increased
restructuring provision of $4.8 million, net of a decrease in amortization of
intangibles of $1.5 million.

  Interest Income. Interest income decreased from the prior year by $0.1
million. Interest income in fiscal 1999 includes interest received from the
temporary investment of funds from proceeds of the financing component of the
1998 Recapitalization until the 1998 Recapitalization was completed, interest
income received on a refund of state income taxes, and interest income from
temporary investments. Interest income in fiscal 1998 includes nonrecurring
interest income of $1.4 million received upon recovery of a loan to the
settlement trust created as a result of the Reorganization in 1993.

  Interest Expense and Amortization of Debt Issue Costs and Premium. Interest
expense and amortization of debt issue costs increased from $19.9 million in
fiscal 1998 to $40.0 million in fiscal 1999. The increase was caused primarily
by an increase in interest expense related to debt incurred on June 24, 1998 to
finance the 1998 Recapitalization.

  Other Income (Expense)--Net. See Note 16 to the audited consolidated
financial statements included elsewhere herein for a comparative analysis of
Other Income (Expense)--Net. We have entered into certain forward exchange
contracts to hedge its exposures to changes in exchange rates. We estimate the
reduction in operating income from the strengthening of the U.S. dollar versus
the Belgian franc from the same period in the prior year to be approximately
$0.5 million and $5.6 million for fiscal 1999 and 1998, respectively. Other
Income (Expense)--Net for fiscal 1999 includes gains from forward exchange
contracts of $0.2 million, including a $1.2 million loss which was unrealized.
In fiscal 1998, such transactions resulted in gains of $6.5 million.

  Other Income (Expense)--Net also includes $23.2 million expense in fiscal
1999 and $24.9 million income in fiscal 1998 for favorable adjustments to
accruals and allowances related to previous operations and to an accrual for
taxes recorded in connection with the 1993 Reorganization and accrued costs
related to shareholder litigation (see Note 15 to the consolidated financial
statements included elsewhere herein). Other expense of $1.8 million was
recorded in fiscal 1999 compared to $0.5 million in fiscal 1998 for equity in
loss of affiliates related to our investment in the China joint venture. Gain
(loss) on disposition of assets held for sale and fixed assets, net improved
from a loss of $0.4 million in fiscal 1998 compared to a gain of $3.2 million
in fiscal 1999 due primarily to a gain on the sale of our Murfreesboro,
Tennessee building in fiscal 1999 which had been previously leased to third
parties.

  Income Taxes. Income tax expense increased from $23.1 million in fiscal 1998
to $26.8 million in fiscal 1999. The increase in tax expense is due primarily
to the net effect of U.S. deferred tax assets which were fully reserved through
valuation allowances during 1999 and the reduction in income tax expense for
previously accrued taxes which were reversed in 1999, tax expense related to
the tax effect in the U.S. of $45 million of deemed dividends received from
Samsonite Europe in connection with the sale and transfer of certain Asian
subsidiaries to Samsonite Europe, and taxes on foreign income; offset by a
reduction in income tax expense due to the consolidated pretax loss in 1999.
The valuation allowances were provided for U.S. deferred tax assets based on an
assessment of the likelihood of their realization in view of:

  .  the current year net operating loss for book and tax purposes,

  .  expiration dates for tax net operating losses incurred in prior years,
     and

  .  our forecasts of future taxable income taking into account the increased
     level of ongoing interest expense as a result of the 1998
     Recapitalization.

  The difference between expected income tax expense, computed by applying the
U.S. statutory rate to income from continuing operations, and income tax
expense recognized, results primarily because of:

  .  foreign income tax expense provided on foreign earnings,

                                       40
<PAGE>

  .  valuation allowances provided on deferred tax assets,

  .  certain nontaxable liability adjustments, and

  .  state and local income taxes.

  See Note 12 to the audited consolidated financial statements included
elsewhere herein for further analysis of income tax expense.

  Extraordinary Loss. During fiscal 1999, we completed a tender offer for our
11 1/8% Series B Senior Subordinated Notes. We retired $52.3 million principal
amount of the Series B Notes and paid redemption premiums and other related
expenses totaling approximately $8.5 million. These costs along with $1.5
million of deferred financing costs were charged to expense and classified as
an extraordinary item, net of tax effects, during fiscal 1999. On June 24,
1998, we completed the Recapitalization. In connection with the
Recapitalization, deferred financing costs related to the refinanced senior
credit facility of $0.4 million were charged to expense and classified as an
extraordinary item, net of tax effects. The extraordinary loss of $16.2 million
for fiscal 1998 resulted from:

  .  the payment of $17.3 million of redemption and market premiums and the
     write-off of deferred financing costs of $4.6 million related to the
     early retirement of $137.2 million principal amount of the Series B
     Notes,

  .  the payment of $0.3 million of early retirement fees and the write-off
     of $3.9 million of deferred financing costs related to refinancing of
     the previous senior credit facility, and

  .  the tax benefit from the aforementioned transactions of $9.9 million.
     See Note 9 to the consolidated financial statements included elsewhere
     herein.

  Net Income (Loss). We had net income in fiscal 1998 of $40.7 million and a
net loss in fiscal 1999 of $88.8 million. The decrease in the net income from
the prior year of $129.5 million is caused by the effect of the decreases in
operating income and other income (expense)--net and the increase in interest
expense and income tax expense, offset by the decrease in extraordinary loss.

  Senior Redeemable Preferred Stock Dividends and Accretion of Senior
Redeemable Preferred Stock Discount. In fiscal 1999, this item represents the
accrual of cumulative dividends on the 13 7/8% Senior Preferred Stock issued in
connection with the 1998 Recapitalization and accretion of the discount over
the twelve-year term of the 13 7/8% Senior Preferred Stock.

  Net Income (Loss) to Common Stockholders. This amount represents Net Income
(Loss) reduced for dividends payable and the accretion of discount on the
Senior Redeemable Preferred Stock and is the amount used to calculate Income
(Loss) per Common Share.

Fiscal 1998 Compared to Fiscal 1997

  General. Results of European operations were translated from Belgian francs
to U.S. dollars in fiscal 1998 and fiscal 1997 at average rates of
approximately 35.67 and 30.93 Belgian francs to the U.S. dollar, respectively.
This decrease in the value of the Belgian franc of 13% resulted in decreases in
European reported sales, cost of sales and other expenses in fiscal 1998
compared to fiscal 1997. The most significant effects from the difference in
exchange rates from fiscal 1997 to fiscal 1998 are noted in the following
analysis and referred to as an "exchange rate difference". The Company enters
into forward foreign exchange contracts and option contracts to reduce its
economic exposure to fluctuations in currency exchange rates for the Belgian
franc and other foreign currencies. Such instruments are marked to market at
the end of each accounting period; realized and unrealized gains and losses are
recorded in Other Income (Expense)--Net. During fiscal 1998, the Company had
net realized gains from such instruments of $6.5 million; during fiscal 1997,
the Company had net realized gains on such instruments of $2.8 million. The
Company estimates the reduction in operating

                                       41
<PAGE>

income from the year-to-year strengthening of the U.S. dollar versus the
Belgian franc to be approximately $5.6 million and $2.9 million in fiscal 1998
and 1997, respectively.

  Net Sales. Consolidated net sales decreased from $741.1 million in fiscal
1997 to $736.9 million in fiscal 1998, a decrease of $4.2 million. Fiscal 1998
sales were adversely affected by the large decrease in the value of the Belgian
franc compared to the U.S. dollar in fiscal 1998. Without the effect of the
exchange rate difference, fiscal 1998 sales would have increased by $38.3
million or approximately 5%.

  On a U.S. dollar basis, sales from European operations decreased from $280.8
million in fiscal 1997 to $277.2 million in fiscal 1998, a decrease of $3.6
million. Expressed in the local European reporting currency (Belgian francs),
fiscal 1998 sales increased by 13.8%, or the U.S. constant dollar equivalent of
$38.9 million, from fiscal 1997; however, the increase was more than offset by
a $42.5 million exchange rate difference. Despite the effect of the strong U.S.
dollar on reported sales, Europe's local results were much improved over the
prior year. Sales of hardside products were 7% above the prior year due
primarily to the success of the new Oyster II product. Sales of softside
products were 22% above the prior year because of strong traditional softside
luggage sales, the new Trunk & Co product line, and strong computer and other
softside business case lines. Sales in most European countries increased over
the prior year, with the exceptions of Germany and Belgium, where sales were
down approximately 1% from fiscal 1997.

  Sales from the Americas operations increased from $414.2 million in fiscal
1997 to $419.3 million in fiscal 1998, an increase of $5.1 million or 1.2%. The
increase was largely due to an increase in U.S. retail sales of $30.4 million
or 39% from the prior year. Comparable store sales increased by 15.6% from
fiscal 1997 and the number of stores open increased from 149 at January 31,
1997 to 189 at January 31, 1998. The Company has rapidly expanded the number of
retail locations during the past two fiscal years which, along with the
increase in comparable store sales growth, contributed to the 39% growth in
fiscal 1998 sales over fiscal 1997 sales. The Company does not expect to
continue the rate of growth in retail store openings in fiscal 1999 and
therefore will not sustain the level of retail sales growth achieved in fiscal
1998. U.S. Wholesale revenues of $269.7 million were less than the prior year
by $22.6 million, or 7.7%. U.S. Wholesale sales decreased due to market
disruptions caused by the adverse impact of higher pricing strategies, various
forms of cross distribution-channel selling, dealer bankruptcies, and product
availability problems associated with forecasting and production issues. Sales
from Other Americas operations, including Mexico, Canada and Latin America,
were less than the prior year by an aggregate of $2.7 million, or 6.2%. The
decrease in the other Americas countries was caused primarily by a decline in
Canadian sales caused by issues related to product standardization requirements
which were modified subsequent to January 31, 1998.

  Sales from Asian operations, including India, decreased from $26.2 million in
fiscal 1997 to $21.9 million in fiscal 1998, a decrease of $4.3 million. Sales
previously classified as export sales from the U.S. were moved to distributors
established in Singapore, Hong Kong and South Korea in fiscal 1998. Transition
issues resulting from the formation of the joint ventures and the economic
problems in Asia resulted in decreased sales attributed to this region. Sales
in India were $2.7 million for fiscal 1998. Samsonite products were introduced
to the Indian market through the new Indian manufacturing and distribution
joint venture which completed construction and began operations in April 1997.

  Revenues from licensing decreased by $1.4 million from fiscal 1997 to fiscal
1998 primarily because of lower revenues from non-luggage licenses for aging
brand names held by McGregor.

  Gross Profit. Consolidated gross profit for fiscal 1998 increased from fiscal
1997 by $20.7 million. Gross margin increased by 3.0 percentage points, from
39.4% in fiscal 1997 to 42.4% in fiscal 1998.

  Gross margins from European operations increased by 0.7 percentage points,
from 39.2% in fiscal 1997 to 39.9% in fiscal 1998. The improvement is due to
price increases in selected product lines and lower costs from standardized
global production sources.

                                       42
<PAGE>

  Gross margins for the Americas operations increased 5.0 percentage points
from 37.7% in fiscal 1997 to 42.7% in fiscal 1998. U.S. wholesale margins
increased from 35.0% to 43.1%, primarily as a result of price increases on
product sales to both trade customers and the Company's retail division and
product cost improvements from global sourcing and product design improvements.
The increase in gross margins was achieved despite negative production
variances incurred during the last half of fiscal 1998 of approximately $4.1
million. Margins in the Americas also benefitted from a higher mix of retail
versus wholesale sales compared to the prior year.

  Selling, General and Administrative Expenses. Consolidated SG&A increased by
$0.5 million from fiscal 1997 to fiscal 1998. As a percent of sales, SG&A was
31.8% in fiscal 1998 and 31.5% in fiscal 1997.

  SG&A for European operations decreased by $5.6 million from fiscal 1997 to
fiscal 1998. The exchange rate difference caused SG&A to decrease by $10.7
million. The remaining increase of $5.1 million was due primarily to higher
variable selling expenses of $2.5 million related to the higher sales levels,
higher advertising expenses of $2.4 million and various other net increases of
$0.2 million.

  SG&A for the Americas operations, including worldwide corporate headquarters,
increased by $4.8 million in fiscal 1998 compared to fiscal 1997. SG&A related
to U.S. Wholesale operations was $0.1 million higher in fiscal 1998 compared to
fiscal 1997. In fiscal 1998, U.S. Wholesale price increases and the relatively
high rate of new product introductions were supported by increased co-op
advertising allowances and other sales promotion credits given to customers,
particularly during the second half of fiscal 1998. SG&A related to U.S. retail
operations increased by $10.4 million because of an increase in the number of
stores open and increased sales volume. As a percent of sales, retail SG&A
decreased from 45.9% of sales in fiscal 1997 to 42.6% of sales in fiscal 1998.
SG&A for Other Americas operations increased by $1.5 million primarily because
of a new Brazilian joint venture. Corporate SG&A decreased by $7.2 million from
the prior year due primarily to expenses incurred in the prior year related to
a restructuring and changing organization structure in fiscal 1997.

  SG&A for Asian operations, including India, increased by $1.4 million from
fiscal 1997 due to the addition of new joint venture subsidiaries in the Far
East and startup of operations in India, net of various cost savings from the
reorganization of export operations from the U.S. to Europe and the Far East.

  SG&A related to non-luggage licensing of McGregor brands was consistent with
the prior year, declining by $0.1 million.

  Amortization of Intangible Assets. The Company recorded significant
intangible assets as a result of its reorganization in 1993. See Notes 1(b),
1(i) and 7 to the Company's audited consolidated financial statements included
elsewhere herein for a discussion of the recording and amortization of
intangible assets.

  Reorganization value in excess of identifiable assets became fully amortized
in fiscal 1997, which generally accounts for the decrease in amortization of
intangible assets of $24.8 million in fiscal 1998.

  Provision for Restructuring Operations. Net restructuring provisions
decreased from $10.7 million in fiscal 1997 to $1.9 million in fiscal 1998. In
fiscal 1998, the Company recorded a $3.6 million restructuring provision and
reduced the restructuring provision by $1.7 million for excess accruals related
to the fiscal 1997 restructuring. The fiscal 1998 restructuring includes the
elimination of approximately 180 positions in the Mexico City manufacturing
plant and 20 management positions in the U.S. and is expected to be completed
by July 31, 1998. The provision consists primarily of costs associated with
involuntary employee terminations and is comprised of estimated cash
expenditures of $3.3 million and estimated non-cash charges of $0.3 million.
The fiscal 1997 provision of $10.7 million resulted from a program to further
consolidate functions and operations in North America, Europe and the Far East,
and to reduce or eliminate certain other operations. The fiscal 1997
restructuring plan included further consolidation of hardside luggage
production to Samsonite's largest U.S. facility located in Denver, Colorado
from other locations in the Americas, as well as eventual

                                       43
<PAGE>

consolidation of many administrative and control functions, primarily to
Denver. The fiscal 1997 plan included the elimination of as many as 450
positions worldwide, including approximately 150 manufacturing positions and
approximately 300 managerial, office and clerical positions. The restructuring
provision consisted primarily of costs associated with involuntary employee
terminations and was comprised of estimated cash expenditures of $9.7 million
and estimated non-cash charges of $1.0 million, both on a pretax basis.

  Operating Income (Loss). Operating income increased from $15.5 million in
fiscal 1997 to $69.3 million in fiscal 1998. This is a result of increased
gross profit of $20.7 million, the decrease in amortization of intangibles of
$24.8 million, the decrease in restructuring provisions of $8.8 million, net of
the increase in SG&A of $0.5 million.

  Interest Income. Interest income increased from the prior year by $1.2
million, primarily as a result of nonrecurring interest income received in
fiscal 1998 upon recovery of a loan to the settlement trust created as a result
of the Reorganization in 1993.

  Other Income (Expense)--Net. See Note 16 to the audited consolidated
financial statements included elsewhere herein for a comparative analysis of
Other Income (Expense)--Net. The Company has entered into certain forward
exchange contracts to hedge its exposures to changes in exchange rates. The
Company estimates the reduction in operating income from the strengthening of
the U.S. dollar versus the Belgian franc from the same period in the prior year
to be approximately $5.6 million and $2.9 million for fiscal 1998 and 1997,
respectively. Other income for fiscal 1998 includes gains from forward exchange
contracts of $6.5 million. In fiscal 1997, such transactions resulted in income
of $2.8 million.

  Other income for fiscal 1998 includes $2.1 million from favorable settlement
of claims for interest on overdue installments of interest accruing prior to
the commencement of the bankruptcy of the Company's predecessor in 1993. Other
income for fiscal 1998 also includes $3.8 million from the adjustment of an
accrual for potential environmental liability related to real estate used in
previous operations, for which no claims were filed, which terminated by
agreement with the purchasers of the real estate during fiscal 1998; and $1.5
million for the reversal of allowances for factored receivables from previous
operations which were no longer necessary upon the favorable settlement of the
receivables for which such allowances were established. Other income for fiscal
1998 also includes an adjustment for $12.7 million related to an accrual for
taxes recorded in connection with the 1993 Reorganization. Additionally, other
income for fiscal 1998 includes $4.9 million from the collection of a loan to a
trust established for the benefit of the holders of certain classes of pre-
bankruptcy claims against the Company. Other income for fiscal 1997 included
$15.4 million which also related to favorable settlements of claims and
adjustments of allowances related to previous operations.

  Interest Expense and Amortization of Debt Issue Costs and Premium. Interest
expense and amortization of debt issue costs decreased from $35.7 million in
fiscal 1997 to $19.9 million in fiscal 1998. The decrease was caused primarily
by retirement of indebtedness out of the proceeds of a public stock offering
completed in February 1997, a lower interest rate on borrowings under the
senior credit facility which was refinanced in June 1997, and interest savings
from the retirement of high interest rate subordinated debt financed by lower
rate bank borrowings. See Notes 9 and 19 to the audited consolidated financial
statements included elsewhere herein.

  Income Taxes. Income tax expense increased from $10.4 million in fiscal 1997
to $23.1 million in fiscal 1998. The increase in tax expense is due primarily
to higher consolidated pretax earnings in fiscal 1998. The difference between
expected income tax expense, computed by applying the U.S. statutory rate to
income from continuing operations, and income tax expense recognized, results
primarily because of:

  .  the nondeductibility for tax purposes of amortization of reorganization
     value in excess of identifiable assets,

  .  foreign income tax expense provided on foreign earnings,

  .  certain nontaxable liability adjustments,


                                       44
<PAGE>

  .  foreign tax credits, and

  .  state and local income taxes.

  See Note 12 to the audited consolidated financial statements included
elsewhere herein for further analysis of income tax expense.

  Extraordinary Loss. The extraordinary loss of $16.2 million for fiscal 1998
resulted from:

  .  the payment of $17.3 million of redemption and market premiums and the
     write-off of deferred financing costs of $4.6 million related to the
     early retirement of $137.2 million principal amount of the Company's
     Series B Notes;

  .  the payment of $0.3 million of early retirement fees and the write-off
     of $3.9 million of deferred financing costs related to refinancing of
     the previous senior credit facility; and

  .  the tax benefit from the aforementioned transactions of $9.9 million.

  See Note 9 to the audited consolidated financial statements included
elsewhere herein.

  Net Income (Loss). The Company had a net loss in fiscal 1997 of $11.3 million
and net income in fiscal 1998 of $40.7 million. The increase in the net income
from the prior year of $52.0 million was caused by the effect of the increases
in operating income and other income and the decrease in interest expense,
offset by the increase in income tax expense and the extraordinary loss.

Liquidity and Capital Resources

  Although we have high levels of debt, we believe that cash flow from
operating activities and available borrowings under our Credit Facility and
existing lines of credit will be adequate to meet operating cash flow
requirements during the next 12 months.

  For the six months ended July 31, 1999, cash provided by operations as
reflected on the unaudited consolidated statements of cash flows included
elsewhere herein was $2.9 million, primarily as a result of the net loss as
adjusted for non-cash items and decreases in inventories, net of the increases
in trade and other receivables, prepaid expenses and other current assets and
decreases in accounts payable and accrued liabilities since January 31, 1999.
As reflected in the audited consolidated statements of cash flows for the years
ended January 31, 1997, 1998 and 1999 included elsewhere herein, cash flows
provided by operating activities decreased by $19.3 million in fiscal 1999 from
fiscal 1998. Cash flows from net income, adjusted for nonoperating and noncash
charges, decreased by $93.1 million, primarily as a result of the decreases in
operating income described above, while cash flow used for increases in working
capital and other operating assets decreased by $73.8 million.

  At July 31, 1999 we had working capital of $163.6 million compared to $174.2
at January 31, 1999, a decrease of $10.6 million. Current assets decreased from
January 31, 1999 to July 31, 1999 by $33.9 million, primarily due to decreases
in inventories of $20.3 million, cash of $14.3 million and trade and other
receivables of $0.5 million, net of increases in prepaid expenses and other
current assets of $1.2 million. At January 31, 1999, we had working capital of
$174.2 million compared to $195.3 million at January 31, 1998, a decrease of
$21.1 million. Current assets decreased by $6.0 million primarily due to the
net effect of increases in cash of $38.8 million, inventories of $14.9 million,
prepaid expenses and other current assets of $0.6 million, offset by decreases
in assets held for sale of $11.4 million, receivables of $19.8 million and
deferred taxes of $29.1 million. The increase in inventories occurred primarily
in U.S. wholesale operations and resulted from sales and forecasting issues
during fiscal 1998 and 1999 which caused excess production and purchases of
finished goods in the U.S. Wholesale division and from depressed U.S. Wholesale
sales as discussed elsewhere herein. Excess inventories in the U.S. are
comprised primarily of current product line items for which we have inventory
in excess of six months' forecasted sales. Because of the excess inventory
position, we may experience lower than

                                       45
<PAGE>


normal gross profit margins on the sale of these products. Our strategy is to
gradually reduce inventory levels in the U.S. by improving the forecasting
function, reducing purchases and production to meet changes in customer demand,
and selling discontinued products through our retail stores and in limited
amounts at discounts to our wholesale customers. Assets held for sale decreased
as a result of the sale of the Murfreesboro, Tennessee building which had
previously been leased to third parties. Receivables decreased primarily due to
lower sales volume during fiscal 1999 compared to fiscal 1998. Deferred tax
assets decreased due primarily to valuation allowances established in fiscal
1999 for U.S. deferred tax asset balances. The valuation allowances were
provided for U.S. deferred tax assets based on an assessment of the likelihood
of their realization in view of:

  .  the current year U.S. net operating loss for book and tax purposes,

  .  expiration dates for U.S. tax net operating losses incurred in prior
     years, and

  .  our forecasts of future U.S. taxable income taking into account the
     increased level of ongoing interest expense as a result of the
     Recapitalization.

  Cash flows used in investing activities decreased from $37.9 million in
fiscal 1998 to $15.6 million in fiscal 1999, a decrease of $22.3 million.
Capital expenditures were $26.7 million in fiscal 1999 compared to $36.3
million in fiscal 1998. Capital expenditures in fiscal 1999 consist primarily
of costs incurred to upgrade computer systems in the U.S. including the
installation of new financial, manufacturing and distribution software, costs
to complete the warehouse expansion in Europe, tooling for new products, and
costs incurred opening additional retail stores in the U.S. Capital
expenditures of $1.9 million in fiscal 1999 were incurred in less than 100%
owned subsidiaries, and were therefore financed in part by the other
shareholders in the ventures. During fiscal 1999, we, through a 51% owned joint
venture, acquired two distributors in Argentina and Uruguay. During fiscal
1999, the joint venture paid $2.5 million toward the purchase of the
distributorships and recorded a liability for the estimated additional purchase
price due of approximately $1.3 million.

  Cash flows provided by (used in) financing activities increased from cash
provided by financing activities in fiscal 1998 of $21.1 million to cash
provided by financing activities in fiscal 1999 of $51.6 million, an increase
in cash of $30.5 million. We completed the 1998 Recapitalization on June 24,
1998 involving the repurchase pursuant to a tender offer of 10.5 million shares
of our common stock at a purchase price of $40.00 per share ($420 million in
the aggregate) and refinancing of certain existing indebtedness. We financed
the Recapitalization through the sale of $350 million of 10 3/4% senior
subordinated notes, $175 million of 13 7/8% redeemable senior preferred stock
and warrants, and a new bank senior credit facility. We incurred cash issuance
costs for the senior subordinated notes, preferred stock and credit facility
totaling $23.6 million. Additionally, during fiscal 1999, we completed a tender
offer and retired $52.3 million principal amount of the Series B Notes
representing 99% of such outstanding notes, and paid redemption premium and
incurred other expenses of the tender offer totaling approximately $8.5 million
to complete the transaction. During fiscal 1999, we received $7.4 million from
the exercise of employee stock options.

  Since January 31, 1999, we have applied excess cash balances to reduce long-
term obligations. As a result, long-term obligations decreased from $496.2
million at January 31, 1999 to $465.1 million at July 31, 1999, a decrease of
$31.1 million. At July 31, 1999, we had utilized through outstanding letters of
credit, $7.1 million of availability under the $100 million revolving credit
portion of our Credit Facility. There was no balance outstanding on the
revolving credit portion of the facility. At January 31, 1999, long-term debt
obligations (including current installments) were $503.1 million compared to
$179.2 million at January 31, 1998, an increase of $323.9 million. The increase
was caused primarily by the effect of financing the 1998 Recapitalization.

  Our Credit Facility requires the achievement and maintenance of certain
financial ratios. Lenders under the Credit Facility agreed during fiscal 1999
and again in March 1999 to amend these financial ratios to enable us to avoid
violation of financial covenants while continuing to implement strategies to
improve U.S. Wholesale operations. Our Credit Facility provides for a $110
million term loan and a $100 million revolving credit facility. At July 31,
1999, we had used $7.1 million of availability under the revolving credit
facility.

                                       46
<PAGE>


Additional borrowings under the Credit Facility could be limited by our ability
to meet and maintain the financial ratios after giving effect to any additional
borrowings.

  Our cash flow from operations together with amounts available under our
credit facilities were sufficient to fund fiscal 1999 and first half of fiscal
2000 operations, scheduled payments of principals and interest on indebtedness
and capital expenditures. Management believes that cash flow from future
operations and amounts available under our credit facilities, including
emerging market credit facilities, and equity financing will be adequate to
fund operating requirements and expansion plans during the next 12 months.

  Our principal foreign operations are located in Western Europe, the economies
of which are not considered to be highly inflationary. We enter into foreign
exchange contracts in order to hedge our exposure on certain foreign operations
through the use of forward delivery commitments. During the past several years,
our most effective hedge against foreign changes has been the foreign currency
denominated debt balances maintained in respect to our foreign operations. Our
foreign operations in Asia consist primarily of distributorships organized as
joint venture subsidiaries. Economies and local currencies throughout much of
Asia entered a tumultuous period beginning in fiscal 1998 as a result of
political turmoil and general economic problems with principal industries. We
believe the situation has stabilized to some degree and has experienced some
improvements towards the end of fiscal 1999 and in the first half of fiscal
2000 in the operations of our Asian subsidiaries. Geographic concentrations of
credit risk with respect to trade receivables are not significant as a result
of the diverse geographic areas covered by our operations.

  We believe that disclosure of our EBITDA provides useful information
regarding our ability to incur and service debt, but that it should not be
considered a substitute for operating income or cash flow from operations
determined in accordance with generally accepted accounting principles. Other
companies may calculate EBITDA in a different manner than we do. EBITDA does
not take into consideration substantial costs and cash flows of doing business,
such as interest expense, income taxes, depreciation and amortization, and
should not be considered in isolation to or as a substitute for other measures
of performance. EBITDA does not represent funds available for discretionary use
by us because those funds are required for debt service, capital expenditures
to replace fixed assets, working capital, and other commitments and
contingencies. EBITDA is not an accounting term and is not used in generally
accepted accounting principles. EBITDA, as calculated by us, also excludes
extraordinary items, discontinued operations, and minority interest in earnings
of subsidiaries. Our EBITDA for the years ended January 31, 1999, 1998, and
1997 and for the six months ended July 31, 1999 and 1998 was $9.9 million,
$126.2 million, $88.2 million, $41.4 million, and $(1.5) million, respectively.
However, these amounts include various items of income (expense) including:

  .  restructuring provisions;

  .  other income in prior years primarily related to various items from
     previous operations; and

  .  accrued costs related to the defense and resolution of shareholder
     litigation, expenses of the Recapitalization; gain (loss) on disposition
     of fixed assets, net; and other items, net; which items together
     aggregate $40.4 million, $(17.9) million, $(3.4) million, $(1.6)
     million, and $15.2 million for the years ended January 31, 1999, 1998,
     and 1997 and for the six months ended July 31, 1999 and 1998,
     respectively, which management believes should be added to (deducted
     from) the calculation of EBITDA. As adjusted for the aggregate of these
     items of other income (expense), EBITDA for the years ended January 31,
     1999, 1998 and 1997 and for the six months ended July 31, 1999 and 1998
     is $50.3 million, $108.3 million, and $84.8 million, $39.8 million, and
     $13.7 million, respectively. EBITDA for fiscal 1998 reflects a reduction
     of $4.1 million for negative production variances incurred during the
     last half of fiscal 1998.

  As of January 31, 1999, we and our subsidiaries had net operating loss
carryforwards of approximately $173 million for United States federal income
tax purposes. These NOLs, if not utilized to offset taxable income in future
periods, will expire at various dates through fiscal 2019. We believe that
certain changes in the ownership of our stock which have occurred will cause us
to experience an "ownership change" within the

                                       47
<PAGE>

meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code"), in fiscal 2000. Following such ownership change, our ability to
utilize for United States federal income tax purposes our NOLs arising in
periods before the ownership change will be subject to an annual limitation,
which will generally be equal to the product of the value of all of our
outstanding stock immediately prior to the ownership change (less certain
capital contributions made within the preceding two years) and the relevant
"long-term tax-exempt rate," which is approximately 4.70%. We cannot currently
predict the effect of any limitation on our ability to utilize our NOLs.

Quantitative and Qualitative Disclosure About Market Risk

  Our primary market risks include changes in foreign currency exchange rates
and interest rates. Market risks is the potential loss arising from adverse
changes in market rates and prices, such as foreign currency exchange and
interest rates. We enter into forward financial instruments to manage and
reduce the impact of changes in foreign currency rates with major financial
institutions. We do not use financial instruments to any significant degree to
manage interest rate risk. We do not use financial instruments to manage
changes in commodity prices. We do not hold or issue financial instruments for
trading purposes.

  We enter into forward foreign exchange contracts to hedge our exposure to
translated earnings of foreign subsidiaries (primarily the translated earnings
of European operations which report earnings in Belgian francs), intercompany
royalty payments from foreign subsidiaries, and certain third party royalty
payments receivable in Japanese yen. Our European subsidiary enters into
forward exchange contracts primarily to hedge purchases of goods from the Far
East payable in U.S. dollars and, prior to the introduction of the euro,
certain other contracts to hedge receipts payable in various European
currencies.

  Contracts entered into to hedge translated earnings of foreign subsidiaries
and intercompany royalties are marked to market at the end of each month and
gains or losses are included in Other Income (Expense)--Net. Gains or losses on
foreign exchange contracts entered into to hedge third party royalty payments,
product purchases, and receipts are included in income or loss when the
contracts are closed.

  At July 31, 1999, we and our European subsidiary had forward foreign exchange
contracts outstanding having a total contract amount of approximately $40.1
million compared to approximately $74.0 million at January 31, 1999. For the
six months ended July 31, 1999, we had recorded unrealized gains from forward
foreign exchange contracts to hedge translated earnings of foreign subsidiaries
(primarily the translated earnings of European operations which report earnings
in Belgian francs) and intercompany royalty payments of $4.5 million. The
ultimate realization of such amount is subject to fluctuations in the exchange
rate of the U.S. dollar against the Belgian franc.

  If there were a ten percent adverse change in foreign currency exchange rates
relative to all outstanding forward exchange contracts, the loss in earnings
from the amount included in results of operations for the six months ended July
31, 1999 would be approximately $4.1 million, before the effect of taxes. Any
hypothetical loss in earnings would be offset by changes in the underlying
value of translated earnings or royalty income, to the extent such earnings or
income is equal to the amount hedged, or for product purchases by exchange
gains.

  At January 31, 1999, we had approximately $360.1 million of fixed rate long-
term debt (including current maturities). The fair market value of long-term
fixed interest rate debt is subject to interest rate risk. Generally, among
other factors, the fair market value of fixed interest rate debt will increase
as interest rates fall and decrease as interest rates rise. The amount of fixed
rate long-term debt outstanding has not changed materially from the amount
outstanding at January 31, 1999 and continues to be comprised primarily of our
outstanding publicly traded senior subordinated notes having a face amount of
$350.0 million. At January 31, 1999, the quoted market price of these notes was
$80 per $100 of principal; at July 31, 1999, the quoted market price of these
notes was $85.50 per $100 of principal.

                                       48
<PAGE>

Effect of Year 2000 Issue on Our Operations

  The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of our computer
programs that have date sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in normal business activities. Following is a report on the status of the
actions we are taking to address the Year 2000 Issue.

  United States Operations. In the United States, we have installed in fiscal
years 1998 and 1999 new financial manufacturing and distribution software
developed by J.D. Edwards in response to general needs of the business as well
as the Year 2000 Issue. This software system comprises the majority of the
information technology used in the U.S. operations. Based on documents provided
by the developer of the software, we believe the software is Year 2000
compliant. We have incurred costs to purchase and implement this software
through July 31, 1999 of approximately $11.0 million. Additionally, we have
obtained system upgrades from the provider of the information system software
used in our retail operations in order to make it Year 2000 compliant. Based on
documents provided by the developer of the software, we believe the software is
Year 2000 compliant. The aforementioned cost estimates do not include
significant costs of existing internal staff who have devoted significant
resources to resolving Year 2000 issues.

  In order to identify and remediate Year 2000 issues associated with other
information systems used by us, non-information technology systems, and third
party organizations, we contracted with a third party consultant in November
1998 to coordinate our Year 2000 project efforts. The Y2K Project's scope
includes an inventory of non-information technology automated systems with
potential Year 2000 issues, evaluation of suspect systems, and development of a
project plan schedule and budget for remediation or replacement of non-
compliant systems. The Y2K Project includes identifying any Year 2000 risks
associated with key business partners, product purchasers, materials suppliers,
public utility providers, and other organizations with which we have a material
relationship. Non-information technology systems being evaluated include
systems using embedded chip technology (i.e. telecommunications, heating and
air conditioning, manufacturing process control). The Y2K Project includes five
phases as follows:

  .  Phase 1--System level inventory and business risk assessment.

  .  Phase 2--Detailed inventory and evaluation to identify non-compliant
     systems.

  .  Phase 3--Remediation of non-compliant systems.

  .  Phase 4--Acceptance testing of remediated systems in a production
     environment.

  .  Phase 5--Implementation of remediated systems in a production
     environment.

  As of July 31, 1999, Phases 1 and 2 have been completed. Phases 3 through 5
are projected to be completed at various dates through October 31, 1999 and
remediation of identified non-compliant systems has been initiated throughout
Phases 1 and 2. As of July 31, 1999, we have not identified or become aware of


any Year 2000 problem specific to our major customers, vendors or suppliers,
municipalities, public utilities, or other service providers which could have a
material effect on our operations. We have incurred consulting expenses for the
Y2K Project management through July 31, 1999 of approximately $0.9 million and
expect total costs of the consulting project will be approximately $1.3
million. We have not completed a detailed estimate of costs to remediate Year
2000 problems identified as a result of the Y2K Project; however, based on
preliminary evaluations, we do not expect such costs to be substantial.
Notwithstanding the foregoing, we cannot assure you that we have identified all
Year 2000 issues or that they will be corrected on the schedule indicated
above.

  Within the U.S. operations, our reasonably likely worst case scenarios
include the potential impact of our inability to receive product from finished
goods suppliers to meet operational needs in January 2000 and the

                                       49
<PAGE>


inability of us or our finished goods suppliers to obtain raw materials for
softside or hardside production in January 2000 to meet production
requirements. Our contingency plans to address these scenarios include:

  .  Increasing inventory levels of finished goods in December 1999 to meet
     projected January 2000 shipment requirements.

  .  Increasing inventory levels of raw materials in December 1999 to meet
     anticipated manufacturing needs in January 2000.

  .  Identifying alternative sources for providers of raw materials and
     transportation of both raw materials and finished goods.

  Europe. Samsonite Europe generally uses information technology systems which
have been developed internally over many years. We began evaluating and
remediating such systems for Year 2000 problems in calendar 1997 and believe
that all necessary modifications have been completed as of July 31, 1999.
Similarly, we believe that we have identified all Year 2000 issues pertaining
to information technology equipment acquired from third parties and that the
required corrective actions have been completed as of July 31, 1999. We
estimate that final remediation will be completed by November 30, 1999.

  In January 1998, Samsonite Europe formed a Year 2000 compliance task force to
survey and remediate non-information technology systems using embedded chip
technology and to survey customers and suppliers for Year 2000 compliance.
Samsonite Europe believes it has identified critical noncompliance issues with
respect to non-information technology systems and has made the necessary
equipment upgrades or replacements as of July 31, 1999. Problems and solutions
have been identified and remediation may take until September 30, 1999. A
survey of customers and suppliers has been or will be completed by the same
dates. Notwithstanding the foregoing, we cannot assure you that we have
identified all Year 2000 issues or that they will be corrected on the schedule
indicated above.

  Through July 31, 1999, Samsonite Europe has incurred incremental costs
related to the Year 2000 issue of approximately $100,000 and estimates total
costs will not exceed $200,000. Such cost estimates do not include significant
costs of existing internal staff who have devoted significant resources to
resolving Year 2000 issues.

  Efforts have been made by Samsonite Europe to identify the most reasonably
likely worst case Year 2000 scenarios and actions have been scheduled in order
to safeguard business continuity in the event any of these scenarios actually
occurs. These scenarios include:

  .  Critical external service providers such as electricity or phone service
     providers fail to provide their services during the period beginning
     January 1, 2000.

  .  Critical external suppliers fail to supply raw materials, subassemblies
     or finished goods during the period beginning January 1, 2000.

Samsonite Europe's contingency plans to handle these reasonably likely worst
case Year 2000 scenarios include:

  .  Increases to the raw material, subassembly and finished goods inventory
     levels at December 31, 1999.

  .  Development of an action plan to substitute automated production flows
     with manual ones within the manufacturing plants.

  .  Organization of alternative action plans with critical carriers and
     finished goods dispatchers throughout Europe, working with manual or
     basic mechanical transport systems not linked to embedded systems.

  .  Providing alternative order entry processes.

  .  Implementing human resource actions to provide necessary staffing during
     the period beginning January 1, 2000.

                                       50
<PAGE>


  Other International Operations. Our other operations throughout the world
outside of Europe and the U.S. are generally using recently purchased and
installed information software which we currently believe is Year 2000
compliant. The same third party consultants who evaluated Year 2000 issues in
the U.S. have also completed a survey of major systems in Canada and Latin
America to identify areas requiring remediation. We expect this evaluation to
be completed by September 30, 1999.

  The aforementioned cost data related to costs incurred to acquire and install
software and to identify and remediate other Year 2000 issues does not include
substantial internal costs which have been incurred. Such internal costs are
principally payroll costs for information systems personnel and are not tracked
separately as they relate to Year 2000 issues.

  No assurance. No assurance can be given that we can identify all Year 2000
issues which may have a material adverse effect on our operations in the U.S.,
Europe, or elsewhere, or that we can correct identified issues before a Year
2000 problem occurs or within the schedules indicated above. Additionally, no
assurances can be given that our customers, vendors or suppliers,
municipalities, public utilities, or other third party organizations will not
experience Year 2000 issues which may have a material adverse impact on our
operations.

Conversion to the Euro

  On January 1, 1999, eleven countries in Europe adopted a common currency, the
"Euro" and exchange rates between the currencies of the eleven countries were
fixed against the new Euro. The former currencies of those eleven countries
will remain legal tender as denominations of the Euro until January 1, 2002 and
goods and services may be paid for using either the Euro or the former currency
until that time. Approximately 75% of Samsonite Europe's sales are within these
eleven countries. The Euro conversion has a significant impact on our
operations in terms of pricing policies, currency risk and exchange,
information systems, and financial reporting. Samsonite Europe has been
addressing Euro implementation issues since fiscal 1998 and has formed two
different project teams to address Euro issues: one to address competitive and
marketing issues and another to address administrative, financial and computer
systems issues.

  We believe the adoption of the Euro will have a positive effect on Samsonite
Europe's operations. Having a common currency among many of the countries that
Samsonite Europe sells into will reduce the administrative burden of multiple
currencies as well as reduce the costs of hedging and exchanging currencies and
resulting exchange gains and losses. Additionally, if the Euro becomes accepted
in the international money markets, Samsonite Europe may also reduce its
currency risk against the U.S. dollar for purchases of goods in the Far East by
using the Euro to pay for such purchases rather than the U.S. dollar, which is
currently the primary currency used in international trade. At present, there
is some pressure on the Euro and Samsonite Europe will not seek to use the Euro
in international trade unless the Euro strengthens against the U.S. dollar.

  Samsonite Europe has adjusted its wholesale pricing to reduce product pricing
differences between countries which have existed historically; however, price
variations between countries will continue to exist at the retail level due to
differences in transportation costs, value added tax rates, and dealer margins
in the various European countries. Because of Samsonite Europe's strong
competitive position throughout the countries participating in the Euro
conversion, we do not believe that potential increased competition and price
transparency as a result of the Euro will have an adverse effect on our sales
or results of operations.

  Samsonite Europe currently intends to continue using the Belgian franc as its
functional currency until its fiscal year beginning January 1, 2001. As of
December 31, 1998, Samsonite Europe's information systems have been modified
such that order entry, customer invoicing, and payment processing can be
accomplished in the former currency or the Euro, while converting financial
reporting to the functional currency (the Belgian franc). Additional extensive
system modifications are necessary to convert the functional currency to the
Euro. The target completion date for such modifications, which are being
accomplished using existing internal staffing, is December 31, 1999. Most
system modifications to date have also been accomplished using internal
staffing

                                       51
<PAGE>


with minimal incremental costs incurred to date. We estimate that we have
incurred incremental costs through July 31, 1999 of approximately $50,000 to
implement the Euro conversion and estimates that it will spend a total of
approximately $100,000 to fully implement its Euro conversion. All costs
related to the Euro conversion have been charged to expense.

Effect of Recently Issued Accounting Standards

  In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" (FAS 133),
which is effective for fiscal quarters beginning after June 15, 1999. The
Financial Accounting Standards Board has delayed the effective date for FAS 133
to fiscal quarters beginning after June 15, 2000. FAS No. 133 requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies under the standard for hedge accounting. We do not
anticipate a material impact on the results of operations as a result of
implementing this standard.

Forward-Looking Information

  We routinely prepare a business plan prior to the beginning of each fiscal
year. The business plan is used by management to manage our business and
monitor performance. In accordance with customary practice, prior to the end of
fiscal 1999, a business plan for fiscal 2000 ("FY 2000") was prepared and
submitted for approval to our Executive Committee and board of directors.

  The following table sets forth certain information contained in the FY 2000
plan.

<TABLE>
<CAPTION>
                                             Fiscal Quarter Ending
                                ------------------------------------------------
                                           July
                                April 30,  31,   October 31, January 31, FY 2000
                                  1999     1999     1999        2000     Totals
                                --------- ------ ----------- ----------- -------
                                                 (In millions)
<S>                             <C>       <C>    <C>         <C>         <C>
  Net Sales....................  $177.6   $196.2   $213.2      $215.1    $802.1
  Operating Income.............    11.4     16.3     20.7        22.6      71.0
  Adjusted EBITDA(a)(b)........    18.4     23.5     28.4        30.3     100.6
  Capital Expenditures.........     7.6      7.4      4.4         6.2      25.6
</TABLE>
- --------

(a) Does not give effect to increased compensation expense recognized and to be
    recognized as outstanding employee stock options vest over the applicable
    vesting period, due to adjustments and other modifications to employee
    stock options as a result of the Tender Offer. See note (a) of "Selected
    Historical Consolidated Financial Information."

(b) Adjusted EBITDA is calculated on a basis consistent with "Selected
    Historical Consolidated Financial Information" (see note (d) thereto). For
    the comparable quarters of fiscal 1999, Adjusted EBITDA was $5.9 million,
    $7.8 million, $27.5 million and $9.1 million, respectively.

                               ----------------

  The FY 2000 plan reflects the turn-around and substantial recovery of our
U.S. Wholesale business, as well as continued strong performance by our other
major business units, and is intentionally meant to be aggressive. Accordingly,
it presents a more optimistic view of the results of our operations for the
periods indicated than management believes is achievable.

  In March 1999, a more conservative plan was provided to the lenders under our
Credit Facility and was available to members of the Executive Committee and the
board of directors. Although the corrective actions taken by management to turn
around the U.S. Wholesale business appear to have begun to take effect, due to

                                       52
<PAGE>


the uncertainties and risks associated with the turn-around, this plan reflects
a lower level of performance for the U.S. Wholesale business than reflected in
the FY 2000 plan. The more conservative plan was provided in connection with
our request to amend the financial covenants under the Credit Facility.
Generally, these covenants establish certain minimum financial ratios (based on
Adjusted EBITDA) that must be maintained on an on-going basis. The Adjusted
EBITDA numbers contained in the more conservative plan were $14.7 million,
$15.8 million, $21.9 million and $25.5 million for the fiscal quarters ending
April 30, 1999, July 31, 1999, October 31, 1999 and January 31, 2000,
respectively.

  In April 1999, we prepared certain financial projections at the request of
the investment bank that acted as our financial advisor in connection with
Apollo's bridge investment and original back-stop agreement. These projections
were intended to present a more realistic forecast of our future results than
the plans discussed above. These projections were provided to the investment
bank and were available at the meeting of Samsonite's Board of Directors at
which the fairness of Apollo's bridge investment was reviewed. Certain members
of the Board, who are principals of Apollo, were present at that meeting, but
recused themselves from the discussion relating to Apollo's bridge investment.

  The following table sets forth certain information contained in the
projections referred to in the preceding paragraph.

<TABLE>
<CAPTION>
                                                                      FY 2000
                                                                   -------------
                                                                   (in millions)
      <S>                                                          <C>
      Net Sales...................................................    $766.4
      Adjusted Operating Income(a)................................      61.2
      Adjusted EBITDA(b)..........................................      90.8
      Capital Expenditures........................................      25.6
</TABLE>
- --------

(a) Adjusted Operating Income consists of operating income plus the expenses
    relating to the 1998 Recapitalization.

(b) Adjusted EBITDA, as prepared for the projections, consists of operating
    income plus the expenses relating to the 1998 Recapitalization, budgeted
    realized hedge gains, equity earnings in our China joint venture,
    depreciation and amortization. Also, see note (a) to the preceding table.


  While our financial performance for the first half of FY 2000 is generally on
track with our FY 2000 projections, our projections call for more than 59% of
the year's adjusted EBITDA to be earned in the second half of the year, and
there is no assurance that the projections for the full year will be achieved.
The achievement of these projections will depend on numerous factors,
including, but not limited to, the continued success of management's
initiatives to turn around the U.S. Wholesale business.

  Although the information set forth above includes forward-looking statements,
it is important for investors to understand that the FY 2000 plan, the more
conservative plan and the projections were prepared for the limited purposes
described above and not with a view to public disclosure. Neither of the plans
was intended to constitute a projection or forecast of the likely results of
our operations for the periods covered. The plans and projections were not
prepared in compliance with the published guidelines of the SEC or the American
Institute of Certified Public Accountants regarding projections or forecasts,
and are based on numerous assumptions relating to factors that are outside of
our control and may or may not be realized. The forward-looking information set
forth above is included in this Prospectus solely because some or all of the
plans and projections were available to Apollo and Artemis, and could have
affected their respective investment decisions regarding Apollo's bridge
investment and back-stop agreement and Artemis' agreement to participate in
Apollo's bridge investment and back-stop agreement. For the foregoing reasons,
and because our business is subject to numerous risks, uncertainties and other
factors (see "Risk Factors"), investors should not rely on the information
contained above as an estimate or prediction of future performance. Actual
results will most likely differ from those reflected above, and the differences
could be substantial. Neither our auditors nor any other independent accountant
has compiled or examined this information, and our auditors disclaim any
association with this information. We disclaim any obligation to publicly
update this information, or disclose any difference between our actual results
and those reflected above. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995.

                                       53
<PAGE>

                                    Business

  We are one of the world's largest manufacturers and distributors of luggage,
marketing products under brands such as Samsonite, American Tourister and Lark.
With net sales of $697.4 million in fiscal 1999, we are a leader in the highly
fragmented luggage market where the vast majority of our competitors have
annual luggage sales that are less than 15% of ours. We offer a broad range of
luggage and luggage-related products, including suitcases, garment bags, casual
bags, business cases and other travel bags. We also license our trademarks for
use on products such as travel accessories, personal leather goods, handbags,
clothing and furniture.

  Our products are produced around the world at 14 Samsonite-operated
manufacturing facilities or by third-party suppliers. We benefit from our large
size through volume-driven purchasing and manufacturing economies. We sell our
products in more than 100 countries at approximately 27,000 retail locations,
including department stores, specialty stores, catalog showrooms, mass
merchants and warehouse clubs. In the United States, we also sell our products
through approximately 200 Samsonite-operated stores.

  Our leading position in the global luggage industry is due primarily to:

       Widely Recognized Brand Names. Samsonite and American Tourister are
  two of the most widely-recognized luggage brand names in the world. The
  Lark brand is also well established in the premium segment of the U.S.
  luggage market. We support our brands with brand advertising programs. We
  are the only luggage maker who regularly advertises on national television
  in the United States and Europe. For the last five fiscal years we have
  invested, on average, in excess of $50 million annually in national and co-
  op advertising programs and related promotional activities.

       Innovative, High Quality Products. We design and develop innovative,
  consumer preferred luggage. We have introduced or popularized many of
  today's most successful luggage products and features, including suitcases
  on wheels, suitcases with a built-in luggage cart and full featured
  structured garment bags. We are a leader in new luggage technologies. Our
  products have a worldwide reputation for high quality and durability.

       Global Manufacturing and Distribution. Our global production network
  consists of 14 Samsonite-operated manufacturing facilities and third party
  suppliers located in the Far East, Eastern Europe and the Dominican
  Republic. By operating our own facilities to produce hardside luggage and
  various softside products, we believe that we are able to control
  manufacturing quality and reduce production lead time and delivery costs.
  Our global sourcing network also enables us to opportunistically source
  products from countries with low production costs and favorable currency
  exchange rates. Our luggage distribution networks in the United States and
  in Europe are the largest and most technologically advanced in the
  industry.

  Our principal corporate office is at 11200 East 45th Avenue, Denver, Colorado
80239, and our telephone number is (303) 373-2000.

Recent Unsatisfactory Performance of the U.S. Wholesale Business

  Despite record sales and operating results achieved by our European and U.S.
Retail businesses (which together accounted for approximately 62% of our
consolidated net sales in fiscal 1999), our consolidated results for fiscal
1999 were depressed by the unsatisfactory performance of our U.S. Wholesale
business. The performance of our U.S. Wholesale business was badly hurt by a
variety of operating problems that began to emerge at the end of the third
quarter of fiscal 1998, as well as by factors affecting the U.S. luggage
industry in general, including weaker than anticipated demand, numerous
discount luggage promotions and excess inventories in the market place. The
operating problems affecting our U.S. Wholesale business were, in significant
part, attributable to certain marketing, product and pricing strategies to grow
revenues of Samsonite branded products in the United States.


                                       54
<PAGE>


  Commencing at the beginning of fiscal 1999, we took aggressive actions to
turn around our U.S. Wholesale business. These actions included:

  .  Replacing the management responsible for U.S. Wholesale operations.

  .  Reorganizing management along "channel management" lines that focus
     separately on each of our channels of distribution.

  .  Substantially eliminating cross distribution channel selling and
     modifying our strategy for our Samsonite-operated retail stores to
     improve relationships with our trade customers.

  .  Revising our product offerings and pricing strategy to be more
     responsive to trade customer needs and to the competition.

  .  Modifying our co-op advertising and sales promotion policies to be more
     cost effective.

  .  Reducing production levels, particularly in our Denver hardside plant
     and Tucson/Nogales softside plants, to bring volume into line with
     expected sales.

  .  Working with our trade customers and Samsonite operated stores to reduce
     our excess working capital.

  .  Rightsizing the cost structure of our U.S. Wholesale operations and
     support functions, including restructuring our U.S. manufacturing
     operations.

  Although the foregoing actions did not have a meaningful impact on our
financial results in fiscal 1999, by fiscal 1999 year-end, these measures had
significantly reduced operating costs and negative plant production variances
helped to balance Samsonite branded inventories in the marketplace and improved
relationships with our trade customers. During the first six months of fiscal
2000, there was continued improvement in the performance of our U.S. Wholesale
business. Despite these positive developments and improved performance during
the first half of fiscal 2000, the U.S. Wholesale business has continued to
perform below historical levels.

  In February 1999, we took further steps to restructure U.S. Wholesale sales
and marketing by consolidating these functions in our Warren, Rhode Island
offices and by promoting the executive responsible for the success of our U.S.
Retail operation to the position of President, Samsonite USA, with
responsibilities for all U.S. and Canadian operations. In February 1999, we
also leased a newly constructed 322,000 square foot warehouse adjacent to our
Denver headquarters, which has improved distribution service levels to our
customers and is permitting us over time to close other, less efficient
warehouses operated by the U.S. Wholesale business. In April 1999, we succeeded
in negotiating the renewal of our labor agreement covering employees in our
Denver plant to provide more flexible work rules which has notably improved the
efficiency of this operation. Finally, we began to revise our marketing
strategy, which focused too heavily on the Samsonite brand to the detriment of
our two other principal brands, American Tourister and Lark. As part of our
refocused emphasis on channel management, we, in early 1999, "re-launched" our
American Tourister and Lark brands with new competitively priced products.

  As a result of the on-going corrective measures described above, we believe
that our U.S. Wholesale business has shown and should continue to show
significant improvement as fiscal 2000 progresses.

Our Strategy

  While our highest priority is to turn-around our U.S. Wholesale business, we
will continue to implement and refine strategies used in our successful
European, U.S. Retail and International businesses as described below.

  Expand Channels of Distribution and Product Offerings. We plan to increase
our presence in channels of distribution where we believe we are under-
represented by using targeted marketing and sales efforts tailored to each
channel and by exploiting our manufacturing and sourcing leverage. As part of
this strategy, we are

                                       55
<PAGE>


aggressively pursuing opportunities to sell American Tourister and retailer
labeled products to mass merchant retailers and in other high volume
distribution channels throughout the world. We have also begun to introduce
more casual bags and business cases in the U.S. in order to expand our sales in
this growth category.

  Strengthen Marketing and Product Innovation. We plan to continue to expand
our presence in the worldwide luggage market from both a trade and consumer
standpoint. We believe that the company-wide organization of management along
"channel management" lines should strengthen our marketing efforts by
facilitating more accurate forecasting, better inventory management and more
rapid response to competitive pressures, on a channel-by-channel basis. As a
result, we expect to introduce more consumer-preferred products, styles and
features at price-to-value relationships appropriate to each channel, supported
by more effective advertising, strengthened point-of-sales programs and better
customer service.

  Continue Worldwide Expansion. We plan to continue expansion in countries
where growing economies and reduced political and trade barriers provide
opportunities for long-term growth. We currently have operations in a number of
emerging foreign markets, including India, China, South America and the Pacific
Rim.

  Improve Distribution Systems in the U.S. We plan to improve the ability of
our U.S. Wholesale business to process and ship customer orders in a timely,
cost effective manner, modeled after our integrated order processing,
distribution and automated warehousing system in Europe. We believe that the
European system has resulted in a number of benefits, including increased
shipping capacity, lower distribution costs, lower customer inventory levels
and fewer returns and customer disputes, and that it affords us a competitive
advantage over other manufacturers and distributors of luggage in Europe. We
have occupied a newly constructed 322,000 square foot warehouse in Denver and
completed the installation of new distribution software in the U.S., which are
the first steps in moving towards our European distribution model.

The Luggage Market

  The worldwide luggage market encompasses a wide range of products, values and
price points. At the highest end of the market are luxury products that have
prestigious identities, high prices and tightly confined distribution. Beneath
the luxury segment is a broad middle band of the luggage market in which
products are differentiated by features, brand name and price. Within this
band, unit sales volumes are largest at the middle and lower prices. Product
differentiation decreases and breadth of distribution increases with decreasing
price levels. At the low end of the luggage market, unbranded products with
few, if any, differentiating features are sold in significant volumes and at
low margins, competing primarily on the basis of price. We have products
designed to sell into all three segments of the luggage market.

Products

  We offer a broad range of products, including softside suitcases, hardside
suitcases, casual bags, garment bags, business cases and laptop computer cases.
Below are the approximate percentages of our fiscal 1999 revenues from sales of
luggage and travel related products by product type:

<TABLE>
       <S>                                                                  <C>
       Softside suitcases.................................................   36%
       Hardside suitcases.................................................   32
       Casual bags .......................................................   12
       Garment bags.......................................................    5
       Business cases.....................................................    4
       Other products (primarily non-luggage).............................   11
                                                                            ---
                                                                            100%
                                                                            ===
</TABLE>


                                       56
<PAGE>

  Below are our market positioning and targeted consumer for each of our
principal luggage brands:

<TABLE>
<CAPTION>
                                                  U.S. Target      Europe Target
      Brand Name       Market Positioning          Consumer          Consumer
      ----------       ------------------         -----------      -------------
      <S>          <C>                         <C>               <C>
      Samsonite    Innovative, high quality,   Business/frequent Affluent traveler
                    durable luggage (including  traveler
                    prestige segment in
                    Europe)
      American     Quality luggage             Value-conscious   Value-conscious
       Tourister    offering value              traveler          traveler
      Lark         Premium luggage with        Affluent traveler Not offered
                    luxurious styling
</TABLE>

  In Europe, our Samsonite brand enjoys more of a premium image than in the
U.S., and we offer products within the Samsonite line in Europe that compete
with prestigious luxury brands.

  Softside Luggage. Approximately 70% of our softside luggage and other bags
are made by numerous independent suppliers. We produce the balance of our
softside luggage in our own facilities. We have introduced many innovative
features in our softside products in response to consumer needs for better
interior organization, ease of use, mobility and portability. Our softside
products are sold under all of our major brands.

  We have introduced numerous softside products with proprietary features.
These products include the Ultravalet(R) Garment Bag, with a unique wrinkle-
free folding system, also available on wheels; the EZ Big Wheel(R) rolling
system, which allows effortless passage over carpet and rough surfaces; and the
EZ CART(R) system which has 4 wheels that support all the weight of the case
and a push handle that provides optimum stability and mobility.

  Hardside Luggage. We manufacture all of our hardside luggage in our own
factories. Hardside luggage is sold under the Samsonite brand globally. In the
United States and Europe, hardside luggage is also sold under the American
Tourister brand. Both in Europe and in the United States, hardside products are
offered in several lines, each including a variety of sizes and styles to suit
different consumer needs. In the United States, Samsonite-branded hardside
products include the luxurious, leather trimmed Silhouette(R) DLX and the
Silhouette(R) 700 Series in the upper range, Ultralite 3(TM) 550 Series in the
upper-middle range and Epsilon(R) II 400 Series and Oyster(TM) 200 Series
products in the middle and lower ranges.

  In Europe, popular Samsonite-branded hardside lines include the Classic 1000,
System 4 Deluxe and System 4 Art lines, at the higher end of the market, the
Epsilon, Spark and Oyster II lines in the upper-middle range and Oyster
products at the lower end.

  We sell hardside suitcases that are easy to transport. These hardside
suitcases include the patented Piggyback(R) product, that incorporates a
luggage cart, an extendable handle and a strap allowing additional bags to be
attached and transported. Hardside suitcases are also available with the EZ
Cart(R) system.

  Other Luggage. We use our global manufacturing and product sourcing leverage
to compete in the high-volume discount channels of retail luggage distribution
by marketing luggage products under a number of secondary brands and retailer
labels. These hardside and softside luggage products are generally lower priced
than our Samsonite, American Tourister and Lark products and usually provide
fewer features. Our secondary brands include Magnum(R) and Royal Traveler(R) in
Europe, Tauro(R) in Spain, Azzura(R) and Bogey(R) in Italy and Legacy(R) in the
U.S.

  Non-luggage Licensed Products. We license Samsonite brand names and apparel
brand names owned by Samsonite including McGregor(R), Botany 5007 and Bert
Pulitzer(R) and others to third parties primarily for the sale of non-luggage
travel related products, clothing and furniture. Licensees are selected for
competency in

                                       57
<PAGE>

their product categories, and usually sell parallel lines of products under
their own or other brands. Currently, licensed products distributed by
Samsonite or by third party licensees include apparel, furniture, travel
accessories, photo and audio storage cases, personal leather goods, ladies
handbags, umbrellas, binoculars, pet carriers, auto accessories, cellular phone
cases, back-to-school bags and other children's products.

  New Product Design and Development. We devote significant resources to new
product design and development. We use market research to identify consumers'
luggage needs and style preferences and develop products that meet those needs
and preferences. We employ full-time designers and development engineers and
retain outside designers with whom we have long-term relationships to ensure a
continuous flow of product ideas based on material developments and trends in
consumer preferences and technologies. We strongly believe that our intensive
product development and emphasis on innovation distinguish us from our
competitors.

Distribution

  Our products are sold in more than 100 countries around the world at an
estimated 27,000 retail outlets.

  North America. We sell our Samsonite brand products in North America
primarily through department stores, luggage specialty stores and national
retailers such as JCPenney and Sears. Discount channels such as mass merchants,
warehouse clubs and factory outlets are becoming increasingly important in the
distribution of our products in North America. We have a direct sales force of
approximately 75 persons who serve approximately 10,000 stores in the United
States.

  In addition, we operate approximately 200 retail stores, largely in factory
outlet centers in the United States that distribute a line of Samsonite and
American Tourister products specially designed for these stores, as well as
excess, discontinued and obsolete products. We believe our company-operated
stores allow us to efficiently balance inventories and test market new products
and designs. The stores also sell a variety of travel related products.

  Europe. We distribute our Samsonite brand products in Europe through
specialty luggage stores and department stores. Samsonite-branded products are
generally not distributed through the discount retailers in Europe in order to
preserve the premium image enjoyed by the Samsonite brand in Europe. Our
American Tourister brand has been introduced in Europe to help balance our
retail distribution in each of the primary retail channels and is being used to
establish a single pan-European brand name in the discount channel. We service
an estimated 11,000 stores in Europe through a direct sales and product
demonstration force of approximately 120 persons.

  In over 20 European countries where we do not have a direct sales force, we
sell through distributors and agents. These distributors and agents, as well as
those mentioned under "International" below, handle various non-luggage
products in addition to our products. Distribution agreements generally provide
for mutual exclusivity, whereby distributors do not handle competitors' luggage
products, and we do not deal with other distributors or agents in their
territory.

  International. In markets outside the United States and Western Europe, we
sell our products directly, through agents and distributors, and under license.
Products sold in international markets are shipped from the United States,
Western Europe or Asia depending upon product type, availability and exchange
rate. In some instances, we have entered new markets through third party
distributors and have acquired these third party distributors as markets have
matured. We have a long-standing licensing arrangement to sell our products in
Japan. We have joint ventures in Singapore, South Korea, India, Brazil and
China, as well as wholly-owned distribution organizations in Hong Kong and
Taiwan. We also have a joint venture operations in Argentina and Brazil to
distribute Samsonite products in those countries as well as other major South
American markets.

                                       58
<PAGE>

Advertising

  We commit substantial resources to brand advertising programs that promote
the features, durability and quality of our luggage and travel products under
the marketing theme "Samsonite Worldproof(R)." In connection with our efforts
to re-launch a new line of American Tourister branded products in the second
half of fiscal 2000, we are bringing back our very popular "gorilla"
advertising theme. We are the only luggage maker who regularly advertises on
national television in the United States and Europe. For the last five fiscal
years we have invested, on average, in excess of $50 million annually in
national and co-op advertising programs and related promotional activities.

Manufacturing and Sourcing Products

  Our global product sourcing network consists of 14 Samsonite operated
manufacturing facilities and various third party suppliers located principally
in the Far East, Eastern Europe and the Dominican Republic. By operating our
own facilities to produce hardside luggage and more complex softside products,
we are able to control manufacturing quality and reduce lead times and delivery
costs. Our global sourcing network also enables us to source products from
countries with lower production costs and favorable currency exchange rates.
Samsonite operated manufacturing facilities are located in Belgium, France,
Hungary, Italy, the Slovak Republic, Mexico, Spain, India, China and the United
States.

  In fiscal 1999, approximately 30% of our revenues from softside luggage
products were from products manufactured at our own facilities. We source the
remainder of our softside luggage products primarily from third-party vendors
in the Far East, Eastern Europe and the Dominican Republic. We believe that the
significant volume of our softside luggage purchases enable us to obtain a
reliable supply of high quality, low cost products and prompt order
fulfillment. We are able to select different third party suppliers to take
advantage of changes in manufacturing, payment terms and shipping costs. We do
not rely on any single third party supplier, the loss of whom would be material
to us.

  We manufacture virtually all of the hardside luggage products that we
distribute. Our hardside production facilities are located in Denver, Colorado;
Oudenaarde, Belgium; Nashik, India; Henin-Beaumont, France and Ningbo, China.

  We believe that we maintain a rigorous quality control program for goods
manufactured at our own plants and at third party vendor facilities. Products
are designed to assure durability and strength, and a prototype of each new
product is put through a series of simulation and stress tests. In our
manufacturing facilities and our Asian sourcing office, we use quality control
inspectors, engineers and lab technicians to perform inspection and laboratory
testing on raw materials, parts and finished goods.

Competition

  We operate in a competitive market. We compete based on brand name, consumer
advertising, product innovation, product quality, product styling and features,
customer service, access to established distribution channels, number of new
product offerings and price. Price becomes more important as the price point of
the product decreases and fewer differentiating features are offered. In
addition to companies in the business of manufacturing and distributing luggage
products, we compete with various large retailers who purchase private label
luggage directly from manufacturers in low labor cost countries, primarily in
Asia.

Customers

  Our customers include most major department stores that carry luggage, most
specialty stores featuring luggage products and many other retailers (including
catalog showrooms, mass merchants and discounters). We also sell directly to
consumers through Samsonite-operated retail stores in the United States and
Europe. We are not dependent on any single customer, and no single customer
accounts for more than 5% of our consolidated revenues.


                                       59
<PAGE>

Trademarks and Patents

  Trademarks and patents are important to us. We are the registered owner of
Samsonite, American Tourister, Lark and other trademarks. As of January 31,
1999, we had approximately 2,144 trademark registrations and approximately 250
trademark applications pending in the United States and abroad covering
luggage, apparel products and retail concepts. We also own approximately 180
United States patents and approximately 511 patent equivalents in selected
foreign countries. In addition, we have approximately 250 patent applications
pending worldwide. We pursue a policy of seeking patent protection where
appropriate for inventions embodied in our products. Our patents cover features
popularized in our EZ CART(R), Smart Pocket(TM), Easy Turn(R), Piggyback(R),
Ultravalet(R) and Oyster(TM) luggage. We have also patented our CPX production
technology for making luggage shells. Although some companies have sought to
imitate some of our patented products and our trademarks, we have generally
been successful in enforcing our worldwide intellectual property rights.

Employees and Labor Relations

  At January 31, 1999, we had approximately 7,300 employees worldwide, with
approximately 2,100 employees in the United States and approximately 5,200
employees in other countries. In the United States, approximately 500 employees
are unionized under a contract that is renewed every three years and was most
recently renewed in April 1999. We employ approximately 2,100 workers in our 5
European manufacturing plants located in Belgium, France, Spain, Italy and
Hungary. In Europe union membership varies from country to country and is not
officially known to Samsonite; however, it is probable that most of our
European workers are affiliated with a union. Most European union contracts
have a one-year duration. We believe our employee relations are good.

Properties

  The following table sets forth certain information relating to our principal
properties and facilities. All of our manufacturing plants, in our opinion,
have been adequately maintained and are in good operating condition. We believe
that our existing facilities have sufficient capacity, together with sourcing
capacity from third parties, to handle our sales volumes for the foreseeable
future. Our headquarters in Denver share the same location as a manufacturing
facility.

<TABLE>
<CAPTION>
                                                               Approximate
                                               Owned or       Facility Size
      Location                                  Leased    (thousands of sq. ft.)
      --------                               ------------ ----------------------
      <S>                                    <C>          <C>
      Denver, CO............................ Owned/Leased         1,609
      Tucson, AZ............................ Owned/Leased            63
      Jacksonville, FL......................    Leased              510
      Warren, RI............................    Leased               94
      Stratford, Canada ....................    Owned               212
      Nogales, Mexico ......................    Leased              333
      Mexico City, Mexico................... Owned/Leased           182
      Oudenaarde, Belgium...................    Owned               649
      Ningbo, China.........................    Owned               100
      Nashik, India.........................    Owned               743
      Torhout, Belgium......................    Owned                79
      Henin-Beaumont, France                    Owned                98
      Szekszard, Hungary....................    Owned                81
      Tres Cantos, Spain....................    Owned                37
      Saltrio, Italy........................    Leased               74
</TABLE>


                                       60
<PAGE>

<TABLE>
<CAPTION>
                                                               Approximate
                                                 Owned or     Facility Size
      Location                                    Leased  (thousands of sq. ft.)
      --------                                   -------- ----------------------
      <S>                                        <C>      <C>
      Singapore.................................  Leased            13
      Hong Kong.................................  Leased            29
      Seoul, South Korea........................  Leased            19
      Samorin, Slovak Republic..................  Owned             43
      Buenos Aires, Argentina...................  Leased            17
      Sao Paulo, Brazil.........................  Leased             1
</TABLE>

  We also maintain numerous sales offices, retail outlets and distribution
centers in the United States and abroad.

Legal Proceedings and Contingent Obligations

  Litigation. We, certain parties related to us and our former directors have
been the subject of various purported stockholder class action lawsuits in
Colorado State District Court, City and County of Denver; United States
District Court for the District of Colorado; and the Delaware Court of
Chancery, and a purported derivative action in Colorado State District Court,
City and Country of Denver filed between March 13, 1998 and March 9, 1999. In
April 1999, we entered into an insurance agreement with a major insurance
carrier whereby the carrier assumed responsibility for the defense and ultimate
resolution of the class and purported derivative action litigation and any
other actions asserted at any time that involve essentially the same or similar
allegations, facts or circumstances as those alleged in the class and purported
derivative action litigations. In connection with the insurance agreement, we
entered into some agreements and releases and agreed to make a cash premium
payment, net of potential future reimbursements, to the insurer ranging from an
estimated minimum payment of $7.0 million to a maximum payment of $17.5 million
depending on the ultimate cost to defend and resolve the pending litigations.
We are responsible for paying all legal defense costs prior to the effective
date of the insurance agreement. However, we expect that substantially all
costs incurred subsequent to the effective date to defend and resolve the class
and purported derivative action litigations will be covered by the insurance
agreement. We believe our consolidated statements of operations for the fiscal
year ended January 31, 1999 reflect the accrual of substantially all costs
incurred and expected to be incurred in connection with these lawsuits.

  Contingent Liability with Respect to Old Notes. The 1993 reorganization plan
provides for payment in full of 100% of the allowed claims of the holders of
certain old notes of E-II Holdings, Inc. (predecessor to Astrum), including
approximately $16.4 million of interest on overdue installments of interest
accruing prior to the commencement of Astrum's bankruptcy case. Various parties
have challenged the allowability of the claim on the basis that interest on
overdue installments of interest is not permitted under applicable non-
bankruptcy law. We provided for this contingent liability in its consolidated
financial statements when it emerged from bankruptcy in the amount of $16.4
million.

  During fiscal 1997, $4.0 million of such claims were settled for $0.2
million, resulting in the recording of $3.8 million of other nonoperating
income from the favorable settlement of this claim. The holders of the claim
were Apollo Investment Fund, L.P. and one of its affiliates. At January 31,
1997, Apollo and its affiliates owned 45.75% of our issued and outstanding
common stock. During fiscal 1998, we recorded other income of $2,060,000 from
the favorable settlement of $2,139,000 of such claims.

  As a result of a change in New York law in fiscal 1998, which adversely
affected our ability to favorably settle the remaining claims, we have entered
into a non-binding agreement-in-principle to settle the remaining amount of
these claims for approximately $9.4 million. At January 31, 1999 and July 31,
1999, other accrued expenses include $10.3 million provided for these remaining
claims. We expect final settlement to occur in the second half of fiscal 2000.

  Other. In addition, we are a party to various other legal proceedings and
claims in the ordinary course of business. We believe that the outcome of these
other pending matters will not have a material adverse affect on our
consolidated financial position, results of operations or liquidity.

                                       61
<PAGE>

                                   Management

Directors and Executive Officers

  Samsonite's directors and executive officers and their ages as of August 31,
1999 are as follows:

<TABLE>
<CAPTION>
Name                      Age Position
- ----                      --- --------
<S>                       <C> <C>
Luc Van Nevel............  52 President and Chief Executive Officer and Director
Thomas R. Sandler........  52 President, Samsonite, the Americas
Mark A. Korros...........  47 President, Samsonite USA and Canada
Richard H. Wiley.........  42 Chief Financial Officer, Treasurer and Secretary
Karlheinz Tretter........  56 President, Samsonite Europe and Asia
Carlo Zezza..............  63 Executive Vice President
Steven R. Armstrong......  41 General Counsel and Assistant Secretary
Bernard Attal............  35 Director
Leon D. Black............  48 Director
Robert H. Falk...........  61 Director
Richard R. Nicolosi......  51 Director
Mark H. Rachesky.........  40 Director
Robert L. Rosen..........  52 Director
Marc J. Rowan............  37 Director
Stephen J. Solarz........  58 Director
</TABLE>

  Richard R. Nicolosi. Age 51. Mr. Nicolosi has been one of our directors since
May 1996. He served as our President and Chief Executive Officer from May 15,
1996 to May 15, 1998. From 1994 to 1996, Mr. Nicolosi was Senior Vice President
of Scott Paper Company. From 1992 to 1994, Mr. Nicolosi was President of
Nicolosi & Associates, a privately owned business consulting firm. From 1969 to
1992, Mr. Nicolosi was employed by Procter & Gamble in various positions, the
latest being President, Pulp and Paper Sector, Corporate Group Vice President,
as well as a member of the Executive Committee. He is a member of the Advisory
Board of Directors of Domino's Pizza, Inc.

  Luc Van Nevel. Age 52. Mr. Van Nevel was elected as our President in February
1998 and became Chief Executive Officer and a Director in May 1998. Prior to
that time, Mr. Van Nevel held various positions including Chief Operating
Officer (since September 1997) and President of Samsonite Europe N.V. (since
1989). Since 1984, he has held the additional position of Managing Director of
Samsonite Europe N.V. He joined Samsonite Europe N.V. in 1975 as Manager,
Financial Planning and progressed to the position of Controller before being
promoted to President of Samsonite Europe in 1989. Mr. Van Nevel worked in
audit positions with Touche Ross & Co. in Europe for five years before joining
Samsonite.

  Thomas R. Sandler. Age 52. Mr. Sandler was appointed President of our
Americas division effective March 1998. Prior to that Mr. Sandler was the Chief
Financial Officer and Treasurer of Samsonite since May 1, 1995. Prior to
joining Samsonite, Mr. Sandler was the managing partner of the Denver office of
BDO Seidman, an international public accounting firm, since July 1, 1994. Prior
to joining BDO Seidman, Mr. Sandler was an audit and consulting partner in the
international public accounting firm of KPMG LLP, specializing in corporate
restructurings.

  Mark A. Korros. Age 47. Mr. Korros was appointed President of Samsonite USA
and Canada in February 1999. Prior to that Mr. Korros was President of
Samsonite Company Stores and had responsibility for our Canadian operations.
Mr. Korros joined Samsonite in June 1995 as Senior Vice President of the
American Tourister Retail Division. Prior to joining Samsonite, Mr. Korros
spent 5 1/2 years at Reebok as General Manager Reebok Retail Division. From
1976 to 1989, Mr. Korros was employed by Health-tex children's wear, where he
held several sales and marketing positions, including Vice President of Sales.


                                       62
<PAGE>

  Richard H. Wiley. Age 42. Mr. Wiley has been our Chief Financial Officer and
Treasurer since March 1998. Prior to that Mr. Wiley was Chief Financial Officer
of our Americas division and Assistant Treasurer since May 15, 1995. Prior to
joining us, Mr. Wiley was an audit and consulting senior manager with BDO
Seidman, an international public accounting firm, since July 1994. Prior to
that, Mr. Wiley was with KPMG LLP since 1982, working in the audit and
consulting areas.

  Karlheinz Tretter. Age 56. Mr. Tretter was appointed President of Samsonite
Europe on October 16, 1997 and additionally as President of Samsonite Asia on
February 15, 1998. Prior to that Mr. Tretter was Vice President and Managing
Director of Samsonite Europe since May 1994. From 1990 until 1994, Mr. Tretter
has served as Vice President of Marketing and/or Sales for Samsonite Europe.

  Carl Zezza. Age 63. Mr. Zezza has been our Executive Vice President since
1990, with responsibility for new products and licensing. Mr. Zezza joined us
in 1971 from the J. Walter Thompson advertising agency, where he was Vice
President serving Samsonite and other accounts. From 1976 to 1983, Mr. Zezza
was President, Samsonite Europe, and in 1984 was responsible for Samsonite USA
marketing and operations. From 1985 to 1990, Mr. Zezza was President, Delsey
USA, a competitor luggage business in the United States.

  Steven R. Armstrong. Age 41. Mr. Armstrong was appointed our General Counsel
and Assistant Secretary in February 1999. From November 1997 until joining
Samsonite, Mr. Armstrong engaged in the private practice of law and taught at
the University of Denver School of Law. Prior to that, Mr. Armstrong was a
partner in the national law firms, Paul, Hastings, Janofsky & Walker and Baker
& Hostetler, successively.

  Bernard Attal. Age 35. Mr Attal has been one of our directors since March
1996. Mr. Attal is a Director of Heights Advisors LLC, which acts as a
financial advisor and a representative for certain European institutional
investors with respect to their investments in the United States. From 1992 to
1995, Mr. Attal was a Vice President at Credit Lyonnais Securities. Prior to
1992, Mr. Attal was Chief Financial Officer of Altus Patrimoine & Gestion, a
money management firm. Mr. Attal is a director of New California Life Holdings,
Inc., the Florsheim Group, Inc, and Aurora National Life Insurance.

  Leon D. Black. Age 48. Mr. Black has been one or our directors since 1993.
Mr. Black is one of the founding principals of Apollo Advisors, L.P., which,
together with its affiliates, acts as managing general partner of Apollo
Investment Fund, L.P., AIF II, L.P., Apollo Investment Fund III, L.P., and
Apollo Investment Fund IV, L.P. (the "Apollo Funds"), private securities
investment funds, and Lion Advisors, L.P., which acts as financial advisor to
and representative for certain institutional investors with respect to
securities investments, and of Apollo Real Estate Advisors, L.P., which serves
as managing general partner of the Apollo Real Estate Investment Funds, private
real estate oriented investment funds. Mr. Black is also a director of
Converse, Inc., Vail Resorts, Inc., Telemundo Group, Inc., Sequa Industries,
Inc., and United Rentals Industries, Inc.

  Robert H. Falk. Age 61. Mr. Falk has been an officer since April 1992 of
Apollo Capital Management, Inc. and Lion Capital Management, Inc., which
respectively act as general partners of Apollo Advisors, L.P. and Lion
Advisors, L.P. Mr. Falk is a limited partner of Apollo Advisors, L.P., which,
together with its affiliates, acts as managing general partner of the Apollo
Funds, and a limited partner of Lion Advisors, L.P. Prior to 1992, Mr. Falk was
a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Falk
is a director of Alliance Imaging, Inc., Converse, Inc., and the Florsheim
Group, Inc.

  Mark H. Rachesky, M.D. Age 40. Dr. Rachesky has been one of our directors
since 1993. Dr. Rachesky is the founder of MHR Capital Partners LP and MHR
Institutional Partners, LP, investment funds which invest in distressed
securities. Dr. Rachesky is the principal owner and President of the general
partners and investment manager of these investment funds. From February 1,
1990 through June 11, 1996, Dr. Rachesky was employed by Icahn Holding
Corporation, where he served as the sole Managing Director the last three
years, and in such capacity, acted as Carl C. Icahn's chief investment advisor.
From June 1987 to January 1990, Dr. Rachesky was employed by an affiliate of
the Robert M. Bass Group, where he was involved in financing and investment
activity.

                                       63
<PAGE>

  Robert L. Rosen. Age 52. Mr. Rosen is Chief Executive Officer of RLR
Partners, LLC, a private investment partnership founded in April 1987. Mr.
Rosen is a director of the Municipal Advantage Fund, Inc., Municipal Partners
Fund, Inc., Municipal Partners Fund II, Inc., the Spring Mountain Group,
Mariner Post-Acute Networks, Inc. and WMC Finance Co. and Chairman of the Board
of National Financial Partners, Inc.

  Marc J. Rowan. Age 37. Mr. Rowan is one of the founding principals of Apollo
Advisors, L.P., and of Lion Advisors, L.P. Mr. Rowan is also a director of Vail
Resorts, Inc., Quality Distribution, Inc., National Financial Partners, Inc.
and NRT Incorporated. Mr. Rowan is also a founding member and serves on the
executive committee of the Youth Renewal Fund and is a member of the board of
directors of National Jewish Outreach Program and the Undergraduate Executive
Board of The Wharton School.

  Stephen J. Solarz. Age 58. Mr. Solarz was elected, in 1974, to the House of
Representatives from Brooklyn's 13th Congressional District and was re-elected
eight times. In the House he served on four committees: Foreign Affairs,
Merchant Marine and Fisheries, Intelligence, and the Joint Economic Committee.
Mr. Solarz ranked second in seniority on the House Foreign Affairs Committee,
where he chaired the Subcommittee on Asian and Pacific Affairs. Since his
departure from the House, Mr. Solarz has been: Senior Counselor at APCO
Associates, an international public affairs firm; President of Solarz and
Associates, a global consulting firm; Chairman of the Central Asian American
Enterprise Fund; Vice Chairman of the International Crisis Group; a
Distinguished Fellow at the Carnegie Endowment for International Peace;
Professor of International Affairs at George Washington University; a Member of
the Board of Directors of the National Endowment for Democracy and National
Democratic Institute; and a member of the Council on Foreign Relations and the
International Rescue Committee. Mr. Solarz is a director of First Philippine
Fund, IRI International, and the Santa Fe Corporation.

Committees of the Board of Directors

  Our board of directors has the following standing committees: an Executive
Committee, an Audit Committee and a Compensation Committee.

  The current members of the Executive Committee are Messrs. Falk, Rowan and
Van Nevel. The Executive Committee has all powers and rights necessary to
exercise the full authority of the board of directors in the management of the
business and affairs of Samsonite when necessary in between meetings of the
board of directors, except as otherwise provided by Delaware law.

  The current members of the Audit Committee are Messrs. Attal, Rachesky, Rowan
and Van Nevel. The Audit Committee is primarily concerned with the
effectiveness of Samsonite's accounting policies and practices, financial
reporting, and internal controls. The Audit Committee is to:

  .  make recommendations to the board of directors regarding the engagement
     of Samsonite's independent accountants,

  .  review the plan, scope and results of the annual audit, the independent
     accountants' letter of comments and management's response thereto, and
     the scope of any non-audit services which may be performed by the
     independent accountants,

  .  manage our policies and procedures with respect to internal accounting
     and financial controls, and

  .  review any changes in accounting policy.

  The current members of the Compensation Committee are Messrs. Falk and Rowan.
The Compensation Committee is authorized and directed to:

  .  review and approve the compensation and benefits of the executive
     officers,

  .  review and approve the annual salary plans,


                                       64
<PAGE>

  .  review management organization and development,

  .  review and advise management regarding the benefits, including bonuses,
     and other terms and conditions of employment of other employees,

  .  administer any stock option plans which may be adopted and the granting
     of options under such plans, and

  .  review and recommend for the approval of the Board the compensation of
     directors.

Executive Compensation

  The Compensation Committee of the Board of Directors reviews and approves the
salaries and bonuses of our executive officers as well as all grants of options
to purchase shares of common stock and other equity-based compensation awards.

  Objectives. The Compensation Committee's primary objectives are to retain the
best qualified people and to insure that they are properly motivated to have us
prosper over the long term. In furtherance of the foregoing, the Compensation
Committee, in establishing the components and levels of compensation for its
executive officers, seeks to:

  .  enable us to attract and retain highly qualified executives, and

  .  provide financial incentives in the form of cash bonuses and equity
     compensation in order to align the interests of executive officers more
     closely with those of stockholders and to motivate such executives to
     increase stockholder value by improving corporate performance and
     profitability.

  Employment Agreements. We have entered into employment agreements with
certain of our executive officers, including certain of the named executive
officers listed in the Summary Compensation Table below. The Compensation
Committee has considered the advisability of using employment agreements and
has determined that the use of employment agreements is in our best interest
because it facilitates (consistent with the Compensation Committee's overall
objectives) our ability to attract and retain the services of the most highly
qualified executive officers. Each such employment agreement separately
reflects the terms that the Compensation Committee felt were appropriate and/or
necessary to retain the services of the particular executive.

  Components of Executive Compensation. There are two components of our
executive compensation program:

  .  Cash compensation.

  .  Equity compensation.

  Cash Compensation. Cash compensation is comprised of base salary and annual
cash incentive bonuses. Since, as noted above, some of our named executive
officers were party to employment agreements with us effective during the past
fiscal year, their respective cash compensation levels were subject to the
provisions of such employment agreements. The Compensation Committee
subjectively arrived at appropriate base salary compensation levels in the
process of negotiating such agreements.

  We offer each of our executive officers an opportunity to earn additional
cash compensation in the form of annual bonuses that are awarded if we attain
specified performance goals or if the officer satisfactorily completes certain
annual projects approved by the Compensation Committee. The Compensation
Committee believes that making a significant portion of executive officer
compensation subject to attaining specified performance goals or the successful
completion of specified projects motivates the executive officers to increase
their individual efforts on our behalf. The Compensation Committee also
believes that it is appropriate that our executive officers receive lower
compensation when we do not attain our specified performance goals and higher
compensation when we attain such goals.

                                       65
<PAGE>

  Annual bonus amounts for the named executive officers were determined
pursuant to terms provided in their respective employment agreements and, as
noted above, were conditioned on our attainment of specified performance goals
or the officer's satisfactory completion of certain annual projects approved by
the Compensation Committee.

  Equity Compensation. Equity compensation is comprised of stock options,
restricted stock awards, and stock bonus awards. Stock option grants reflect
the Compensation Committee's desire to provide a meaningful equity incentive
for the executive to have us prosper over the long term. The Compensation
Committee expects options to continue as a significant component of the
executive compensation arrangements in the future. At January 31, 1999, options
to purchase 837,561 shares were held by certain of our executive officers as
described elsewhere herein. At January 31, 1999, options to purchase 1,615,794
shares by all executives and other employees were outstanding.

  On June 24, 1998, we completed the 1998 Recapitalization. As a result of the
1998 Recapitalization, we determined, with the approval of the Board of
Directors, to make an equitable adjustment to the terms of outstanding options
held by all employees, for options which remained unexercised after the 1998
Recapitalization, including the named executives listed below. We allowed
employees to accept a $12.50 per share reduction in the option exercise price,
or alternatively to surrender options held for a reduced number of options
(approximately 42.7% fewer options) at an exercise price equal to the price for
the ten-day trading period following completion of the 1998 Recapitalization,
which turned out to be $10.00 per share. New options issued had the same
proportionate vesting schedule and performance criteria, if any, as the options
surrendered. Exercise prices for those options which received the $12.50 per
share reduction could not be reduced to less than 25% of the post tender offer
trading price of $10.00, or $2.50 per share. To the extent a $12.50 reduction
would have resulted in an exercise price of less than $2.50 per share, the
option holder received the right to receive a cash payment when the options
become exercisable. The following table summarizes adjustments to options as a
result of the foregoing for those named executive officers who received option
amendments:

<TABLE>
<CAPTION>
                                        Number of     Market                                         Length of
                                       securities    price of     Exercise                        original options
                                       underlying    stock at     price at                         term remaining
                                         options     time of      time of       New        New       at date of
                                       repriced or repricing or repricing or   number   exercise    repricing or
          Name               Date      amended (#)  amendment    amendment   of options price (a)    amendment
          ----               ----      ----------- ------------ ------------ ---------- --------- ----------------
<S>                      <C>           <C>         <C>          <C>          <C>        <C>       <C>
Richard R. Nicolosi..... July 16, 1998   425,532      $10.00      $18.250     425,532    $ 5.75        34 mos.
Luc Van Nevel........... July 16, 1998    98,619       10.00       10.875      98,619      2.50        43 mos.
Thomas R. Sandler....... July 16, 1998    73,964       10.00       12.875      73,964      2.50        43 mos.
Thomas R. Sandler....... July 16, 1998    24,655       10.00       35.500      14,132     10.00        51 mos.
Karlheinz Tretter....... July 16, 1998    15,780       10.00       10.875      15,780      2.50        43 mos.
Karlheinz Tretter....... July 16, 1998    50,000       10.00       35.500      28,659     10.00        51 mos.
Carlo Zezza............. July 16, 1998    14,000       10.00       13.875      14,000      2.50        44 mos.
Carlo Zezza............. July 16, 1998    15,000       10.00       35.500       8,598     10.00        51 mos.
Richard H. Wiley........ July 16, 1998     7,737       10.00       13.875       7,737      2.50        44 mos.
Richard H. Wiley........ July 16, 1998    12,263       10.00       35.500       7,029     10.00        99 mos.
Richard H. Wiley........ July 16, 1998    10,000       10.00       39.500       5,732     10.00       102 mos.
Mark Korros............. July 16, 1998    11,052       10.00       13.875      11,052      2.50        45 mos.
Mark Korros............. July 16, 1998    23,948       10.00       35.500      13,727     10.00        99 mos.
</TABLE>
- --------
(a) In lieu of reduction of option prices below $2.50 per share, Messrs. Van
    Nevel, Sandler, Tretter, Zezza, Wiley and Korros were paid cash
    compensation for options which vested and became exercisable through
    January 31, 1999 of $325,441, $125,738, $32,546, $11,250, $6,962 and
    $9,947, respectively.

  Chief Executive Officer Compensation. In fiscal 1999, the compensation of Mr.
Van Nevel was determined pursuant to the Van Nevel agreement described in "--
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements."

                                       66
<PAGE>

Summary Compensation Table

  The following table sets forth the compensation paid or awarded to our Chief
Executive Officer, and our other four most highly compensated executive
officers during the last fiscal year for services rendered in all capacities
for the last three fiscal years.
<TABLE>
<CAPTION>
                                                                    Long-Term
                                Annual Compensation            Compensation Awards
                         ----------------------------------  --------------------------
                                                  Other      Restricted     Securities
                                                  Annual       Stock        Underlying   All Other
                         Year  Salary   Bonus  Compensation    Awards      Options/SARs Compensation
Name/Principal Position  (a)    ($)      ($)       ($)          ($)          (#) (i)      ($) (j)
- -----------------------  ---- -------- ------- ------------  ----------    ------------ ------------
<S>                      <C>  <C>      <C>     <C>           <C>           <C>          <C>
Richard R.
 Nicolosi(b)...........  1999 $175,385 $   --    $43,750(e)  $     --            --       $ 3,980
 Chairman of the Board   1998  600,000     --    150,000(e)        --            --         7,318
                         1997  425,000 500,000   112,500(e)  1,095,000(g)    425,532      109,034
Luc Van Nevel(c).......  1999  422,797 650,000    50,000(f)        --         40,000      414,548
 President, Chief        1998  252,313 125,000       --            --            --        96,726
  Executive Officer
 and Director            1997  290,980 275,000       --        709,724(h)     98,619      102,704
Thomas R. Sandler......  1999  325,000  70,000       --            --         20,000      132,514
 President, Samsonite    1998  200,000 192,000       --            --            --         7,058
 --the Americas          1997  200,000 220,000       --        709,724(h)     88,096        5,968
Karlheinz Tretter(d)...  1999  325,000 105,000       --            --         20,000       65,385
 President, Samsonite    1998  168,023 120,000       --            --            --        15,757
 --Europe and Asia       1997  192,667  69,710       --            --         68,107       18,062
Carlo Zezza............  1999  250,000  40,000       --            --            --        18,031
 Executive Vice-
  President              1998  200,000  70,000       --            --            --         9,664
                         1997  200,000  90,000       --            --         28,598        9,664
Richard H. Wiley.......  1999  206,250 100,000       --            --         15,000       13,457
 Chief Financial
  Officer, Treasurer     1998  122,166  70,000       --            --          5,732        5,079
 and Secretary           1997  107,497  38,983       --            --         14,766        4,707
</TABLE>
- --------
(a) Fiscal year ending January 31.
(b) Mr. Nicolosi was succeeded by Mr. Van Nevel as Chief Executive Officer on
    May 15, 1998. Mr Nicolosi resigned as Chairman in May 1999 but remains a
    director.
(c) A portion of Mr. Van Nevel's cash compensation is paid in Belgian francs.
    His salary, bonuses, and all other compensation amounts, to the extent
    denominated in Belgian francs ("BF"), have been translated to U.S. dollars
    at rates of BF36.32, BF35.67, and BF30.93 to the U.S. dollar for the years
    ended January 31, 1999, 1998, and 1997, respectively. Mr. Van Nevel was
    president of Samsonite Europe until September 25, 1997 when he was
    appointed Chief Operating Officer. Mr. Van Nevel was appointed President
    and Chief Executive Officer effective February 1, 1998.
(d) In fiscal 1999, Mr. Tretter's base salary was paid in various European
    currencies equivalent to ECU 300,147 (equivalent to US $325,000 at the
    effective date of Mr. Tretter's employment contract). Prior to fiscal 1999,
    Mr. Tretter's cash compensation was paid in Deutschemarks (DM). His salary,
    bonuses, and all other compensation amounts, to the extent denominated in
    DM, have been translated to U.S. dollars at rates of DM1.72 and DM1.50 to
    the U.S. dollar for the years ended January 31, 1998 and 1997,
    respectively.
(e) Consists of amounts paid for a housing allowance at the rate of $12,500 per
    month.
(f) Consists of amounts paid to Mr. Van Nevel to cover the cost of maintaining
    a second residence in Denver, Colorado.

(g) We issued 60,000 shares of restricted stock to Mr. Nicolosi on May 15, 1996
    pursuant to the terms of his employment agreement (see "--Employment
    Contracts and Termination of Employment and Change-in-Control
    Arrangements"). Mr. Nicolosi became fully vested in the shares effective
    May 15, 1998. In connection with the 1998 Recapitalization, Mr. Nicolosi
    tendered 30,897 of these shares to us at $40.00 per share. The aggregate
    market value of the remaining 29,103 shares held by Mr. Nicolosi at January
    31, 1999 was $196,445.
(h) Effective as of May 15, 1996, we entered into agreements with Messrs. Van
    Nevel and Sandler that provide for stock bonuses to each of them of 38,889
    shares of common stock. The market value of the stock at May 15, 1996 was
    $18.25 per share. In connection with the Recapitalization, we determined to
    permit Mr. Van Nevel and Mr. Sandler to tender such shares. As a result,
    20,026 shares for each of Mr. Van Nevel and Mr. Sandler were tendered to us
    at $40.00 per share. The remaining shares are subject to the original
    vesting requirements and the aggregate market value of the remaining stock
    award shares for each of Messrs. Van Nevel and Sandler is $127,325 at
    January 31, 1999. See "--Employment Contracts and Termination of Employment
    and Change-in-Control Arrangements" for vesting provisions with respect to
    the stock bonus shares.

(i) As a result of the 1998 Recapitalization, we have determined to allow
    holders of options to either (1) accept a $12.50 reduction of their option
    exercise prices or (2) voluntarily surrender such options to us and in
    exchange receive new options to purchase a reduced number of shares of
    common stock (which reflects the number of shares outstanding after the
    tender offer) at exercise prices equal to the post tender offer trading
    price, with the same proportionate vesting schedule as the options
    surrendered. The number of Securities Underlying Options/SARs has been
    adjusted to reflect options surrendered in exchange for a reduced number of
    options.

                                       67
<PAGE>

(j) Represents the following amounts paid by us for the benefit of each of the
    named executives:

<TABLE>
<CAPTION>
                                                                      Cash paid
                                                                      in lieu of
                                                                      reduction
                                           Company     Life insurance in options
                                       contribution to  premium and    exercise
    Name                      Year (1)   401(k) Plan   excess medical price (3)
    ----                      -------- --------------- -------------- ----------
   <S>                        <C>      <C>             <C>            <C>
   Mr. Nicolosi..............   1999       $3,500          $ 480       $   --
   Mr. Van Nevel(2)..........   1999          --             --        325,441
   Mr. Sandler...............   1999        5,000          1,776       125,738
   Mr. Tretter(2)............   1999          --             --         32,546
   Mr. Zezza.................   1999        5,125          1,656        11,250
   Mr. Wiley.................   1999        5,187          1,308         6,962
</TABLE>
- --------
(1) Fiscal year ending January 31.
(2) Mr. Van Nevel and Mr. Tretter participate in an employee benefit
    arrangement available to our employees located in Belgium and Germany,
    respectively, which combines retirement and life insurance benefits based
    on salary. An amount is contributed by us on behalf of such employees in
    order to purchase insurance contracts that contain both a life insurance
    and retirement pension provision. In fiscal 1999, $89,107 and $32,839 was
    contributed on behalf of Mr. Van Nevel and Mr. Tretter, respectively.

(3) In connection with the 1998 Recapitalization completed on June 24, 1998, we
    determined to adjust all options that remained unexercised after the 1998
    Recapitalization by reducing the exercise price of each option by $12.50,
    but not to less than 25% ($2.50) of the average trading price for a
    specified period of time following completion of the 1998 Recapitalization
    ($10.00). If the $12.50 adjustment resulted in the exercise price of an
    option being reduced to less than $2.50, the option holder has the right to
    receive cash in lieu of further reduction of the option price as the
    options vest and become exercisable.

  The following table discloses the grants of stock options during fiscal 1999
to the named executives.

<TABLE>
<CAPTION>
                                   Option/SAR Grants in Fiscal Year 1999
                                                                                       Potential realizable
                                               Individual Grants                         value at assumed
                         -------------------------------------------------------------     annual rates
                          Number of    % of Total                                            of stock
                          Securities  Options/SARs                                      price appreciation
                          Underlying   Granted to    Exercise                            for option term
                         Options/SARs Employees in or Base Price  Expiration           --------------------
Name                      Granted (#) Fiscal Year      ($/Sh)        Date      5% ($)        10% ($)
- ----                     ------------ ------------ ------------- ------------- ------- --------------------
<S>                      <C>          <C>          <C>           <C>           <C>     <C>
Mr. Luc Van Nevel.......    40,000       18.35%        9.375     July 15, 2008 236,000       598,000
Mr. Sandler.............    20,000        9.17%        9.375     July 15, 2008 118,000       299,000
Mr. Tretter.............    20,000        9.17%        9.375     July 15, 2008 118,000       299,000
Mr. Wiley...............    15,000        6.88%        9.375     July 15, 2008  88,000       224,000
</TABLE>

  The following table discloses, for the named executives, information
regarding stock options that were held at January 31, 1999.

              Aggregated Option/SAR Exercises in Last Fiscal Year
                   and Fiscal Year End Option/SAR Values Name

<TABLE>
<CAPTION>
                                                       Number of Securities        Value of Unexercised
                                                    Underlying Options/SARs at  in-the-money Options/SARs
                         Shares Acquired   Value       Fiscal Year-End (#)        at Fiscal Year End ($)
Name                     on Exercise (#) Realized $ Exercisable/ Unexercisable Exercisable/Unexercisable(a)
- ----                     --------------- ---------- -------------------------- ----------------------------
<S>                      <C>             <C>        <C>                        <C>
Mr. Nicolosi............        --            --            425,532/-0-                  425,532/-0-
Mr. Van Nevel...........        --            --          86,895/51,724              335,000/176,000
Mr. Sandler.............        --            --          77,303/30,793               251,000/94,000
Mr. Tretter.............     23,668       334,311         40,549/23,890                34,000/66,000
Mr. Zezza...............        --            --           19,798/2,800                48,000/14,000
Mr. Wiley...............        --            --          13,146/22,352                 26,000/8,000
</TABLE>
- --------

(a) Total value of options based on fair market value of common stock of $6.75
    as of January 31, 1999. There were no awards under long-term incentive
    plans other than stock options to any named executives in fiscal 1999.

                                       68
<PAGE>

Pension Plan Table

  The U.S. executives are participants in the Samsonite Retirement Income Plan
and certain of the U.S. executives participate in the Supplementary Executive
Retirement Plan. The Samsonite Retirement Plan is a qualified defined benefit
plan which provides benefits to the participants retiring at normal retirement
age calculated based on years of service and average compensation (as defined
by the pension plan), net of offsets for Social Security benefits. The
Supplementary Plan, which is a nonqualified unfunded plan, was adopted on
December 1, 1995 and provides to eligible executives retirement benefits on
compensation and benefits in excess of Internal Revenue Code maximums for
qualified plans.

  The following table shows the estimated hypothetical annual benefits payable
pursuant to the Samsonite Pension Plan and the Supplementary Plan to persons
retiring at their normal retirement age in specified eligible compensation and
years of service classifications.

<TABLE>
<CAPTION>
                                        Years of Service
                       ---------------------------------------------------------------
     Remuneration        15            20            25            30            35
     ------------      -------       -------       -------       -------       -------
     <S>               <C>           <C>           <C>           <C>           <C>
     $125,000          $24,429       $32,572       $40,715       $48,857       $57,411
      150,000           30,054        40,072        50,090        60,107        70,536
      175,000           35,679        47,572        59,465        71,357        83,661
      200,000           41,304        55,072        68,840        82,607        96,786
      225,000           46,929        62,572        78,215        93,857       109,911
      250,000           52,554        70,072        87,590       105,107       123,036
      300,000           63,804        85,072       106,340       127,607       149,286
      400,000           75,054       100,072       125,090       150,107       175,536
      450,000           75,054       100,072       125,090       150,107       175,536
      500,000           75,054       100,072       125,090       150,107       175,536
      550,000           75,054       100,072       125,090       150,107       175,536
      600,000           75,054       100,072       125,090       150,107       175,536
</TABLE>

  Compensation covered by the above plans is total cash compensation paid,
including any amount contributed under a Section 401(k) plan. The benefits
shown above are payable on a life annuity basis and are not subject to any
offset amounts.

  Mr. Sandler, Mr. Zezza, and Mr. Wiley have accrued 3, 27, and 3 years,
respectively, of service credit under the Samsonite Pension Plan and the
Supplementary Plan.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

  Richard R. Nicolosi. We entered into an employment agreement, effective as of
May 15, 1996, with Richard R. Nicolosi, pursuant to which Mr. Nicolosi served
as our President and Chief Executive Officer. The Nicolosi agreement was for a
two-year term and expired on May 15, 1998.

  The Nicolosi agreement provided Mr. Nicolosi with an annual base salary of
$600,000 and an opportunity to receive an annual incentive bonus of up to
$500,000 (80% of which was guaranteed for the first year) if we attained
certain performance goals and Mr. Nicolosi completed certain annual projects
prescribed by the Board. In connection with the Nicolosi agreement, we granted
Mr. Nicolosi options to purchase 425,532 shares of common stock at an exercise
price of $5.75 per share (as adjusted for the Recapitalization as described
under "--Equity Compensation") which are fully vested.

  Also, in connection with the performance by Mr. Nicolosi of services pursuant
to the Nicolosi agreement, we issued Mr. Nicolosi 60,000 shares of restricted
common stock. The restricted shares vested on May 15, 1998.

  Pursuant to a May 16, 1996 stock purchase agreement with Mr. Nicolosi, we
sold and issued to Mr. Nicolosi 55,000 shares of common stock at a purchase
price of $18.25 per share (the market price at the date of the sale), for an
aggregate purchase price of $1,003,750.

                                       69
<PAGE>

  The Nicolosi agreement provided Mr. Nicolosi with participation in certain
employee benefit plans and arrangements on the same basis as our other
executive officers. The Nicolosi agreement provided for a one-time relocation
allowance of $100,000 and a housing allowance at the rate of $12,500 per month.

  The Nicolosi agreement provides that during Mr. Nicolosi's employment with us
and for a period of two years thereafter, Mr. Nicolosi will not, directly or
indirectly, as a principal, officer, director, employee or in any other
capacity whatsoever, without our prior written consent, engage in, or be or
become interested or acquire any ownership of any kind in, or become associated
with, or make loans or advance property to any person engaged in or about to
engage in, any business activity which is competitive with any of the
businesses engaged in by us in any of the geographic areas in which such
businesses have been conducted by us during the last twelve months of his
employment. The Nicolosi agreement also limits the amount of additional shares
of common stock that Mr. Nicolosi can purchase without the consent of our Board
of Directors, and it restricts him from becoming involved in proxy contests or
takeover proposals and certain similar activities with respect to us, except on
our behalf.

  Luc Van Nevel. We entered into an Executive Management Agreement, effective
February 1, 1998 with Mr. Van Nevel for a four year term beginning on February
1, 1998. Under the Van Nevel agreement, Mr. Van Nevel is obligated to devote
full time to our affairs, except to the extent that he is required to provide
services to Samsonite Europe and its subsidiaries pursuant to the consulting
agreement described below. The Van Nevel agreement provides for an annual base
salary of $175,000 and a living allowance not to exceed $50,000 per year to
cover actual expenses incurred to maintain a secondary residence near our
headquarters in Denver, Colorado. Mr. Van Nevel is entitled to receive an
incentive bonus of up to $495,000 if we attain certain performance goals and
Mr. Van Nevel completes certain annual projects prescribed by the Board. The
Van Nevel agreement provides for an additional bonus of $400,000 payable on
January 31, 1999, or such earlier date as we terminate the assignment of
Goldman, Sachs & Co. in connection with the possible sale of Samsonite. This
bonus was paid in June 1998. The Van Nevel agreement provides that upon
termination by us without Cause or by Mr. Van Nevel for Good Reason (each as
defined in the Van Nevel agreement), we are required to pay Mr. Van Nevel
severance compensation of $500,000. The Van Nevel agreement provides that
during Mr. Van Nevel's employment with us and for a period of one year
thereafter (unless such employment is terminated by us without Cause or by the
Executive with Good Reason), he shall not engage in any business activity that
is in substantial competition with any of the businesses engaged in by us in
any of the geographic areas in which business is conducted by us during the
twelve months preceding the termination of employment.

  On February 1, 1998, Samsonite Europe entered into an Amended and Restated
Consulting Agreement with Mr. Van Nevel, which amends and restates a consulting
agreement effective January 1, 1990 and amended and restated as of January
1992. Under the consulting agreement, Mr. Van Nevel is required to provide
consulting services to Samsonite Europe and certain of its subsidiaries. The
consulting agreement provides for an annual consulting fee of BF9,000,000 (US
$283,000 at February 1, 1998). The consulting agreement may be terminated by
Samsonite Europe with prior written notice. The notice period is based on a
formula which takes into consideration, among other things, Mr. Van Nevel's age
and length of service at the time the notice is given. If Samsonite Europe
fails to give the required notice, the consulting agreement provides for the
payment of liquidated damages equal to the aggregate consulting fee to which
Mr. Van Nevel would have been entitled had the notice period been fully
observed. Under certain circumstances the termination of the Van Nevel
agreement will be deemed to be a termination of the consulting agreement by
Samsonite Europe.

  On February 20, 1996, Mr. Van Nevel was granted options under our 1995 Stock
Option and Incentive Award Plan to purchase 98,619 shares of our common stock
at a price of $2.50 per share (as adjusted for the Recapitalization as
described under "--Equity Compensation"). The options have a six-year term. 20%
of the options vest and become exercisable on the date of grant and an
additional 20% vest and become exercisable on the last day of each fiscal year
over a four-year period beginning on January 31, 1997. On July 15, 1998,
pursuant to the FY 1999 Stock Award Program, Mr. Van Nevel was awarded options
to purchase 40,000 shares of our common stock at a price of $9.375 per share,
the market price of the common stock at the date of the grant. The options,
which were granted out of shares reserved for our 1995 Stock Option and
Incentive Award

                                       70
<PAGE>

Plan, have a ten year term. 20% of the options vest and become exercisable on
the date of the grant and an additional 20% vest and become exercisable on the
first, second, third, and fourth anniversaries of the date of grant. The
options granted on July 15, 1998 vest and become exercisable upon a Change in
Control, as defined in the option agreement. On March 24, 1999, pursuant to the
FY 1999 Stock Award Program, Mr. Van Nevel was awarded options to purchase
40,000 shares of our common stock at a price of $5.00 per share, the market
value at the date of grant. The options, which were granted out of shares
reserved for our 1995 Stock Option and Incentive Award Plan, have a ten-year
term. 20% of the options vest and become exercisable on April 30, 2000 and an
additional 20% become exercisable on each April 30, 2001, 2002, 2003, and 2004.
The options granted on March 24, 1999 vest and become fully exercisable upon a
Change in Control, as defined in the option agreement.

  Effective as of May 15, 1996, we entered into an agreement with Mr. Van Nevel
that provides for a stock bonus of 38,889 shares of common stock. The bonus
shares vest and are payable if Mr. Van Nevel remains continually employed by us
through the earlier of the third anniversary of the date of the Van Nevel bonus
shares agreement and the first anniversary of a Change of Control Event (as
defined in the Van Nevel share bonus agreement); provided that if Mr. Van
Nevel's employment is terminated prior to such date (1) by reason of death, (2)
by us other than for Cause or Disability, (each as defined in the Van Nevel
bonus shares agreement), or (3) by Mr. Van Nevel for Good Reason (as defined in
the Van Nevel bonus shares agreement), then notwithstanding such termination of
employment, such bonus shares shall be payable not later than 30 days following
such termination. The Van Nevel shares bonus agreement also provides that if a
Change of Control Event occurs, all options to purchase common stock granted to
Mr. Van Nevel on February 20, 1996 vest and become exercisable on the first
anniversary of the date on which such event occurs (to the extent such options
shall not have otherwise vested as of such first anniversary date), so long as
Mr. Van Nevel remains continually employed by us through such first anniversary
date. In connection with the completion of the 1998 Recapitalization, the Van
Nevel share bonus agreement awarding the bonus shares was amended to permit the
tender of the bonus shares to us. As a result, we purchased for $40.00 per
share 20,026 of the bonus shares from Mr. Van Nevel, representing the same
percentage of shares accepted in the Recapitalization from other stockholders.
The remainder of the bonus shares are subject to the original terms of the Van
Nevel share bonus agreement (including the vesting provisions thereof).

  Thomas R. Sandler. We entered into an employment agreement with Mr. Sandler
effective as of February 1, 1998 for a four-year term. The Sandler agreement
provides for an annual salary of $325,000. Mr. Sandler is also entitled to
receive an incentive bonus of up to $192,500 based on our performance and Mr.
Sandler's completion of certain annual projects prescribed by the Board. The
Sandler agreement provides for participation of Mr. Sandler in all our pension,
welfare, savings, and other benefit and insurance plans on the same basis as
other executive officers. The Sandler agreement provides that if we terminate
Mr. Sandler's employment without Cause, or if Mr. Sandler terminates his
employment for Good Reason (each as defined in the Sandler agreement), then (1)
we will be required to pay Mr. Sandler an amount equal to the lesser of (a)
$500,000 or (b) the amount of the base salary which would have been paid from
the date of termination to the expiration of the Sandler agreement had the
Sandler agreement not been terminated and (2) until Mr. Sandler becomes
eligible for coverage under another employer's benefit plans, we will allow Mr.
Sandler to continue to participate, for the number of months remaining in the
term of the Sandler agreement, in all our benefit plans, provided such
participation is permissible under the general terms and provisions of those
plans. The Sandler agreement provides that in the event the agreement continues
in effect until the end of its term, and we have not offered continued
employment to Mr. Sandler on substantially similar terms for an additional term
of at least one year, we will be required to pay Mr. Sandler $250,000. The
Sandler agreement provides that during Mr. Sandler's employment with us and for
a period of one year thereafter, Mr. Sandler will not, directly or indirectly,
as a principal, officer, director, employee or in any other capacity
whatsoever, without our prior written consent, engage in, or be or become
interested or acquire any ownership of any kind in, or become associated with,
or make loans or advance property to any person engaged in or about to engage
in, any business activity which is competitive with any of the businesses then
engaged in by us in any of the geographic areas in which such businesses have
been conducted by us during the last twelve months of his employment.

                                       71
<PAGE>

  On February 20, 1996, Mr. Sandler was granted options under our 1995 Stock
Option and Incentive Award Plan to purchase 73,964 shares of our common stock
at a price of $2.50 per share (as adjusted for the Recapitalization as
described under "--Equity Compensation"). The options have a six-year term. 20%
of the options vest and become exercisable on the date of grant and 20% vest
and become exercisable on the last day of each fiscal year over a four-year
period beginning on January 31, 1997. On October 29, 1996, Mr. Sandler was
granted options under our 1995 Stock Option and Incentive Award Plan to
purchase 14,132 shares of our common stock at a price of $10.00 per share (as
adjusted for the Recapitalization as described under "--Equity Compensation" ).
The options have a six-year term. One-third of the options vest and become
exercisable beginning on January 31, 1997 and an additional one-third vest and
become exercisable on January 31, 1998 and January 31, 1999. Under the Sandler
option agreement, if a Change in Control Event (as defined in the Sandler
option agreement) occurs, the options vest and become exercisable on the one-
year anniversary of the Change in Control Event, provided that Mr. Sandler
remains employed through such date. In addition, if Mr. Sandler's employment is
terminated by us without Cause or by Mr. Sandler for Good Reason (each as
defined in the Sandler option agreement), all unvested options vest and become
exercisable. On July 15, 1998, pursuant to the FY 1999 Stock Award Program, Mr.
Sandler was awarded options to purchase 20,000 shares of our common stock at a
price of $9.375 per share, the market value at the date of grant. The options,
which were granted out of shares reserved for our 1995 Stock Option and
Incentive Award Plan, have a ten year term. 20% of the options vest and become
exercisable on the date of grant and an additional 20% vest and become
exercisable on the first, second, third and fourth anniversaries of the date of
grant. The options granted on July 15, 1998 vest and become fully exercisable
upon a Change in Control, as defined in the option agreement. On March 24,
1999, pursuant to the FY 1999 Stock Award Program, Mr. Sandler was awarded
options to purchase 20,000 shares of our common stock at a price of $5.00 per
share, the market value at the date of grant. The options, which were granted
out of shares reserved for our 1995 Stock Option and Incentive Award Plan, have
a ten-year term. 20% of the options vest and become exercisable on April 30,
2000 and an additional 20% become exercisable on each April 30, 2001, 2002,
2003, and 2004. The options granted on March 24, 1999 vest and become fully
exercisable upon a Change in Control, as defined in the option agreement.

  Effective as of May 15, 1996, we entered into an agreement with Mr. Sandler
that provides for a stock bonus of 38,889 shares of common stock. The bonus
shares vest and are payable if Mr. Sandler remains continually employed by us
through the earlier of the third anniversary of the date of the Sandler share
bonus agreement and the first anniversary of a Change of Control Event (as
defined in the Sandler share bonus agreement); provided that if Mr. Sandler's
employment is terminated prior to such date (1) by reason of death, (2) by us
other than for Cause or Disability, (each as defined in the Sandler Share Bonus
Agreement), or (3) by the executive for Good Reason, (as defined in the Sandler
share bonus agreement), then notwithstanding such termination of employment,
such bonus shares shall be payable not later than 30 days following such
termination. The Sandler share bonus agreement also provides that if a Change
of Control Event (as defined in the Sandler share bonus agreement) occurs, all
options to purchase common stock granted to Mr. Sandler prior to May 15, 1996
vest and become exercisable on the first anniversary of the date on which such
event occurs (to the extent such options shall not have otherwise vested as of
such first anniversary date), so long as Mr. Sandler remains continually
employed by us through such first anniversary date. In connection with the
completion of the 1998 Recapitalization, the Sandler share bonus agreement
awarding the bonus shares was amended to permit the tender of the bonus shares
to us. As a result, we purchased for $40.00 per share 20,026 of the bonus
shares from Mr. Sandler, representing the same percentage of shares accepted in
the Recapitalization from other stockholders. The remainder of the bonus shares
are subject to the original terms of the Sandler share bonus agreement
(including the vesting provisions thereof).

  Karlheinz Tretter. We have entered into an employment agreement with Mr.
Tretter, effective as of February 1, 1998. Pursuant to the Tretter agreement,
Mr. Tretter will serve as President of Samsonite GmbH for an indefinite term
and will provide services to various subsidiaries of Samsonite Europe, as
mandated, until January 31, 2002. The Tretter agreement provides for an annual
salary of ECU 300,147 (the equivalent of U.S. $325,000 at February 1, 1998).
Mr. Tretter is also entitled to receive an incentive bonus of up to ECU 177,779
(the equivalent of U.S. $192,500 at February 1, 1998) based on our performance
and Mr. Tretter's completion of certain annual projects prescribed by the
Board. The Tretter agreement provides that if we terminate

                                       72
<PAGE>

Mr. Tretter's employment without Cause, or if Mr. Tretter terminates his
employment for Good Reason (each as defined in the Tretter agreement), then we
will be required to pay Mr. Tretter the greater of (1) the amount of indemnity
which might be due under German local law and (2) the lesser of (a) ECU 462,180
and (b) the amount of base compensation due under the Tretter agreement from
the date of termination to the expiration date of the Tretter agreement. Unless
German local law changes, this indemnity is expected to exceed that required by
German local law. The Tretter agreement provides that while working for us and
for a period of one year thereafter, Mr. Tretter will not become active for
another company which competes with us in Germany or Member States of the
European Union.

  On February 20, 1996, Mr. Tretter was granted options under our 1995 Stock
Option and Incentive Award Plan to purchase 39,448 shares of our common stock
at a price of $2.50 per share (as adjusted for the Recapitalization as
described under "--Equity Compensation"). The options have a six-year term. 20%
of the options vest and become exercisable on the date of grant and 20% vest
and become exercisable on the last day of each fiscal year over a four year
period beginning on January 31, 1997. On October 29, 1996, Mr. Tretter was
granted options under our 1995 Stock Option and Incentive Award Plan to
purchase 28,659 shares of our common stock at a price of $10.00 per share (as
adjusted for the Recapitalization as described under "--Equity Compensation").
The options have a six-year term. One-third of the options vest and become
exercisable beginning January 31, 1997 and an additional one-third vest and
become exercisable on January 31, 1998 and January 31, 1999. Under the Tretter
option agreement, if a Change in Control Event (as defined in the Tretter
option agreement) occurs and Mr. Tretter is terminated for any reason other
than for Cause (as defined in the Tretter option agreement), all the options
granted shall immediately vest and become exercisable. On July 15, 1998,
pursuant to the FY 1999 Stock Award Program, Mr. Tretter was awarded options to
purchase 20,000 shares of our common stock at a price of $9.375 per share, the
market value at the date of the grant. The options, which were granted under
our 1995 Stock Option and Incentive Award Plan, have a ten year term. 20% of
the options vest and become exercisable on the date of grant and an additional
20% vest and become exercisable on the first, second, third and fourth
anniversaries of the date of grant. The options granted on July 15, 1998 vest
and become fully exercisable upon a Change in Control, as defined in the option
agreement. On March 24, 1999, pursuant to the FY 1999 Stock Award Program, Mr.
Tretter was awarded options to purchase 20,000 shares of our common stock at a
price of $5.00 per share, the market value at the date of grant. The options,
which were granted out of shares reserved for our 1995 Stock Option and
Incentive Award Plan, have a ten-year term. 20% of the options vest and become
exercisable on April 30, 2000 and an additional 20% become exercisable on each
April 30, 2001, 2002, 2003, and 2004. The options granted on March 24, 1999
vest and become fully exercisable upon a Change in Control, as defined in the
option agreement.

  Carlo Zezza. We entered into an employment agreement with Mr. Zezza effective
as of February 1, 1998 and expiring on March 12, 2001. The Zezza agreement
provides for an annual salary of $250,000. Mr. Zezza is also entitled to
receive an incentive bonus of up to $110,000 based on our performance and Mr.
Zezza's completion of certain annual projects prescribed by the Board. The
Zezza agreement provides for participation of Mr. Zezza in all our pension,
welfare, savings, and other benefit and insurance plans on the same basis as
other executive officers. The Zezza agreement provides that if we terminate Mr.
Zezza's employment without Cause, or if Mr. Zezza terminates his employment for
Good Reason (each as defined in the Zezza agreement), then (1) we will be
required to pay Mr. Zezza an amount equal to the lesser of (a) $350,000 or (b)
the amount of the base salary which would have been paid from the date of
termination to the expiration of the Zezza agreement had the Zezza agreement
not been terminated and (2) until Mr. Zezza becomes eligible for coverage under
another employer's benefit plans, we will allow Mr. Zezza to continue to
participate, for the number of months remaining in the term of the Zezza
agreement, in all our benefit plans, provided such participation is permissible
under the general terms and provisions of those plans. The Zezza agreement
provides that during Mr. Zezza's employment with us and for a period of one
year thereafter, Mr. Zezza will not, directly or indirectly, as a principal,
officer, director, employee or in any other capacity whatsoever, without our
prior written consent, engage in, or be or become interested or acquire any
ownership of any kind in, or become associated with, or make loans or advance
property to any person engaged in or about to engage in, any business activity
which is competitive with any of the businesses then engaged in by us in any of
the geographic areas in which such businesses have been conducted by us during
the last twelve months of his

                                       73
<PAGE>

employment, provided, however, that these provisions shall not prevent Mr.
Zezza, subsequent to his retirement from Samsonite on his 65th birthday or such
earlier date as mutually agreed upon by us and Mr. Zezza, from being engaged by
any person as a consultant in the luggage industry so long as (1) certain
confidentiality provisions of the Zezza agreement are not breached and (2) we
shall have given our prior written consent, which shall not be unreasonably
withheld.

  On March 28, 1996, Mr. Zezza was granted options under our 1995 Stock Option
and Incentive Award Plan to purchase 20,000 shares of our common stock at a
price of $13.875 per share, of which options for 6,000 shares were exercised on
April 2, 1997. The option price for the remaining 14,000 shares was adjusted to
$2.50 for the Recapitalization as described under "--Equity Compensation". The
options have a six-year term. 20% of the options vest and become exercisable on
the date of grant and 20% vest and become exercisable on the last day of each
fiscal year over a four-year period beginning on January 31, 1997. On October
29, 1996, Mr. Zezza was granted options under our 1995 Stock Option and
Incentive Award Plan to purchase 8,598 shares of our common stock at a price of
$10.00 per share (as adjusted for the Recapitalization as described under "--
Equity Compensation"). The options have a ten-year term. 20% of the options
vest and become exercisable on the first anniversary of the date of the grant
and an additional 20% vest and become exercisable on the second, third, fourth
and fifth anniversaries of the date of grant. All the options granted to Mr.
Zezza vest and become exercisable upon a Change in Control, as defined in the
October 29, 1996 option agreement.

  Richard H. Wiley. We entered into an employment agreement with Mr. Wiley
effective as of February 1, 1998 for a four-year term. The Wiley agreement
provides for an annual salary of $200,000 until February 1, 1999 and $250,000
per year thereafter until the end of the term. Mr. Wiley is also entitled to
receive an incentive bonus of up to $110,000 for the year ended February 1,
1999 and $137,500 per year thereafter based on our performance and Mr. Wiley's
completion of certain annual projects prescribed by the Board. The Wiley
agreement provides for participation of Mr. Wiley in all our pension, welfare,
savings, and other benefit and insurance plans on the same basis as other
executive officers. The Wiley agreement provides that if we terminate Mr.
Wiley's employment without Cause, or if Mr. Wiley terminates his employment for
Good Reason (each as defined in the Wiley agreement), then (1) we will be
required to pay Mr. Wiley an amount equal to the lesser of (a) $375,000 or (b)
the amount of the base salary which would have been paid from the date of
termination to the expiration of the Wiley agreement had the Wiley agreement
not been terminated and (2) until Mr. Wiley becomes eligible for coverage under
another employer's benefit plans, we will allow Mr. Wiley to continue to
participate, for the number of months remaining in the term of the Wiley
Agreement, in all our benefit plans, provided such participation is permissible
under the general terms and provisions of those plans. The Wiley agreement
provides that during Mr. Wiley's employment with us and for a period of one
year thereafter, Mr. Wiley will not, directly or indirectly, as a principal,
officer, director, employee or in any other capacity whatsoever, without our
prior written consent, engage in, or be or become interested or acquire any
ownership of any kind in, or become associated with, or make loans or advance
property to any person engaged in or about to engage in, any business activity
which is competitive with any of the businesses then engaged in by us in any of
the geographic areas in which such businesses have been conducted by us during
the last twelve months of his employment.

  On March 28, 1996, Mr. Wiley was granted options under our 1995 Stock Option
and Incentive Award Plan to purchase 7,737 shares of our common stock at a
price of $2.50 per share (as adjusted for the Recapitalization as described
under "--Equity Compensation"). The options have a six-year term. 20% of the
options vest and become exercisable on the date of grant and 20% vest and
become exercisable on the last day of each fiscal year over a four-year period
beginning on January 31, 1997. On October 29, 1996, Mr. Wiley was granted
options under our 1995 Stock Option and Incentive Award Plan to purchase 7,029
shares of our common stock at a price of $10.00 per share (as adjusted for the
Recapitalization as described under "--Equity Compensation"). The options have
a ten-year term. 20% of the options vest and become exercisable on the first
anniversary of the date of the grant and an additional 20% vest and become
exercisable on the second, third, fourth and fifth anniversaries of the date of
grant. On July 15, 1998, pursuant to the FY 1999 Stock Award Program, Mr. Wiley
was awarded options to purchase 15,000 shares of our common stock at a price of
$9.375 per share, the market value at the date of grant. The options, which
were granted out of shares reserved for our

                                       74
<PAGE>

1995 Stock Option and Incentive Award Plan, have a ten-year term. 20% of the
options vest and become exercisable on the date of grant and an additional 20%
vest and become exercisable on the first, second, third and fourth
anniversaries of the date of grant. All the options granted to Mr. Wiley vest
and become exercisable upon a Change in Control, as defined in the option
agreements. On March 24, 1999, pursuant to the FY 1999 Stock Award Program, Mr.
Wiley was awarded options to purchase 25,000 shares of our common stock at a
price of $5.00 per share, the market value at the date of grant. The options,
which were granted out of shares reserved for our 1995 Stock Option and
Incentive Award Plan, have a ten-year term. 20% of the options vest and become
exercisable on April 30, 2000 and an additional 20% become exercisable on each
April 30, 2001, 2002, 2003, and 2004. The options granted on March 24, 1999
vest and become fully exercisable upon a Change in Control, as defined in the
option agreement.

  Mark A. Korros. We entered into an employment agreement with Mr. Korros,
effective as of June 1, 1998 and expiring on January 31, 2002.

  The Korros agreement provides for an annual base salary (currently $225,000
per year) and provides for participation in our incentive bonus plan with a
target bonus of up to 50% of base salary based on our performance. The Korros
agreement provides for the participation of Mr. Korros in all our pension,
welfare, savings, and other benefit and insurance plans on the same basis as
other executive officers. The Korros agreement provides that if we terminated
Mr. Korros's employment without Cause, or if Mr. Korros terminated his
employment for Good Reason (each as defined in the Korros agreement), then (1)
we would be required to pay Mr. Korros an amount equal to the lesser of (a)
150% of the current base salary or (b) the base salary through the expiration
date of the Korros agreement and (2) until Mr. Korros becomes eligible for
coverage under another employer's benefit plans, we would allow Mr. Korros to
continue to participate, for the number of months remaining in the term of the
Korros agreement, in all our benefit plans, provided such participation is
permissible under the general terms and provisions of those plans.

  On March 28, 1996, Mr. Korros was granted options under our 1995 Stock Option
and Incentive Award Plan to purchase 11,052 shares of our common stock at a
price of $2.50 per share, as adjusted for the Recapitalization described under
"--Equity Compensation". 20% of the options vest and become exercisable on the
date of the grant and 20% vest and become exercisable on the last day of each
fiscal year over a four-year period beginning on January 31, 1997. On October
29, 1996, Mr. Korros was granted options under our 1995 Stock Option and
Inventive Award Plan to purchase 13,727 shares of our common stock at a price
of $10.00 per share (as adjusted for the Recapitalization as described under
"--Equity Compensation"). The options have a ten-year term. 20% of the options
vest and become exercisable on the first anniversary of the date of grant and
an additional 20% vest and become exercisable on the second, third, fourth, and
fifth anniversaries of the date of grant. Upon a Change of Control (as defined
in the October 29, 1996 option agreement), the options, as well as options
granted on March 28, 1996, vest and become exercisable. On July 15, 1998,
pursuant to the FY 1999 Stock Option and Incentive Award Program, Mr. Korros
was awarded options to purchase 8,000 shares of our common stock at a price of
$9.375 per share, the market value at the date of grant. The options, which
were granted out of shares reserved for our 1995 Stock Option and Incentive
Award Plan, have a ten-year term. 20% of the options vest and become
exercisable on the date of grant and an additional 20% vest and become
exercisable on the first, second, third, and fourth anniversaries of the grant.
On March 24, 1999, pursuant to the FY 1999 Stock Award Program, Mr. Korros was
awarded options to purchase 12,000 shares of our common stock at a price of
$5.00 per share, the market value at the date of grant. The options, which were
granted out of shares reserved for our 1995 Stock Option and Incentive Award
Plan, have a ten-year term. 20% of the options vest and become exercisable on
April 30, 2000 and an additional 20% become exercisable on each April 30, 2001,
2002, 2003, and 2004. The options granted on March 24, 1999 vest and become
fully exercisable upon a Change in Control, as defined in the option agreement.

1995 Stock Option and Incentive Award Plan

  Samsonite has reserved 2,550,000 shares for issuance under the 1995 Stock
Option and Award Plan of options as determined by the Compensation Committee of
the board of directors. The 1995 Plan provides for the issuance of a variety of
awards, including tax qualified incentive stock options, nonqualified stock
options,

                                       75
<PAGE>

stock appreciation rights, restricted stock awards or other forms of awards
consistent with the purposes of the plan. Incentive stock options must be
issued at exercise prices no less than the fair market value of the common
stock at the date of the grant. Nonqualified options may be granted at exercise
prices at or below the market value, but not at less than 50% of the market
value of the common stock at the date of the grant. Options granted under the
1995 Plan will vest over a period of not more than ten years as determined by
the Compensation Committee.

  At January 31, 1999, options for 973,862 shares were outstanding to various
executive officers and other employees under the 1995 Plan at option exercise
prices ranging from $2.50 to $16.00 per share, which prices reflect a reduction
to the exercise price of all options that remained unexercised after the Tender
Offer. As a result of the 1998 Recapitalization whereby we purchased 10,500,000
shares of common stock, we determined to allow holders of options to accept a
$12.50 reduction of the option exercise prices or to voluntarily surrender such
options to us and in exchange receive new options to purchase a reduced number
of shares of common stock (which reflects the number of shares outstanding
after the Tender Offer) at exercise prices equal to the post Tender Offer
trading price, with the same proportional vesting schedule as the options
surrendered.

FY 1999 Stock Option and Incentive Award Plan

  We have reserved 750,000 shares for issuance under the FY 1999 Stock Option
and Incentive Award Plan (the "1999 Plan"). The 1999 Plan provides for the
issuance of a variety of awards, including tax qualified incentive stock
options, nonqualified stock options, stock appreciation rights, restricted
stock and restricted stock units. The 1999 Plan is administered by the
Compensation Committee which has full authority to determine, among other
things, the persons to whom awards under the 1999 Plan will be made, the number
of shares of common stock subject to the awards, and the specific terms and
conditions applicable to awards. Stock options granted under the 1999 Plan will
have an exercise period of not more than ten years.

  At January 31, 1999, options for 216,400 shares were outstanding pursuant to
the 1999 Plan at an exercise price of $9.375 per share out of shares reserved
for the 1995 Plan. At January 31, 1999, options for a total of 1,219,950 shares
had been granted out of shares reserved for the 1995 Plan pursuant to the terms
of either the 1995 Plan or the 1999 Plan.

Directors' Stock Plan

  In fiscal 1996, we adopted the Samsonite Corporation 1996 Directors' Stock
Plan and reserved 200,000 shares of our common stock for issuance under this
plan. Under the plan, each non-employee director may elect to receive common
stock for directors' fees valued at fair market value in lieu of cash. At
January 31, 1999, 22,200 shares of common stock had been issued under this
plan.

Compensation of Directors

  Samsonite pays an annual fee to each non-employee director of $25,000.
Directors are reimbursed for all reasonable travel and other expenses of
attending meetings of the board of directors or a committee thereof.

Compensation Committee Interlocks and Insider Participation

  No current or former officer of Samsonite served as a member of the
Compensation Committee.


                                       76
<PAGE>

                Security Ownership of Management and Beneficial
                   Owners of More than 5% of Our Common Stock

  The following table sets forth certain information about persons known to us
to be the beneficial owner of more than 5% of our common stock, and as to the
beneficial ownership of our common stock by each of our directors and executive
officers and all of our directors and executive officers as a group, as of
August 31, 1999. Except as otherwise indicated, to our knowledge the persons
identified below have sole voting and sole investment power with respect to
shares they own of record. The following table does not give effect to the
results of the rights offering. Therefore, the number of shares beneficially
owned by the persons listed below, and possibly their percentage of ownership,
will increase to the extent they exercise the Rights issued to them in the
rights offering. In addition, if no Rights holder exercises its Rights in the
rights offering, after giving effect to the bridge investment and the
transactions contemplated by the back-stop agreements and the July 13, 1999
agreement between Apollo and Artemis, Apollo and Artemis will each beneficially
own approximately 31.5% of the outstanding common stock after the rights
offering closes, assuming that all shares of Series Z Convertible Preferred
Stock are converted into common stock.

<TABLE>
<CAPTION>
                                                     Number of Shares
          Name and Address of Beneficial Owner      Beneficially Owned Percent
     ---------------------------------------------- ------------------ -------
     <S>                                            <C>                <C>
     Apollo Investment Fund, L.P.
       c/o Apollo Advisors, L.P.
       2 Manhattanville Road
       Purchase, New York 10577
     and
     Lion Advisors, L.P. ..........................     3,557,757(a)    33.86%
       1301 Avenue of the Americas, 38th Floor
       New York, NY 10019
     Artemis America Partnership...................     1,778,523(b)    16.92%
       c/o RL&F Service Corp.
       Rodney Square, P.O. Box 551
       Wilmington, DE 19899
     CIBC Oppenheimer Corp.........................       724,830(c)     6.45
       425 Lexington Avenue
       New York, NY 10017
     Richard R. Nicolosi...........................       577,493(d)     5.28
       c/o Samsonite Corporation
       11200 East 45th Avenue
       Denver, Colorado 80239
     Mark H. Rachesky..............................        40,415          *
       Mark Capital Partners
       335 Madison Avenue, 26th Floor
       New York, New York 10017
     Luc Van Nevel.................................       117,728(e)     1.11
       c/o Samsonite Europe N.V.
       Westerring 17
       B-9700 Oudenaarde, Belgium
     Thomas R. Sandler.............................       110,166(f)     1.04
       c/o Samsonite Corporation
       11200 East 45th Avenue
       Denver, Colorado 80239
</TABLE>

                                       77
<PAGE>

<TABLE>
<CAPTION>
                                                   Number of Shares
     Name and Address of Beneficial Owner         Beneficially Owned Percent
     -------------------------------------------- ------------------ -------
     <S>                                          <C>                <C>
     Karlheinz Tretter...........................       56,514(g)       *
       c/o Samsonite Europe N.V.
       Westerring 17
       B-9700 Oudenaarde, Belgium
     Carlo Zezza.................................       24,723(h)       *
       c/o Samsonite Corporation
       11200 East 45th Avenue
       Denver, Colorado 80239
     Mark Korros.................................       23,669(i)       *
       c/o Samsonite Corporation
       11200 East 45th Avenue
       Denver, Colorado 80239
     Richard H. Wiley............................       18,698(j)       *
       c/o Samsonite Corporation
       11200 East 45th Avenue
       Denver, Colorado 80239
     Bernard Attal...............................        2,881          *
       1301 Avenue of the Americas, 38th Floor
       New York, New York 10019
     Leon D. Black...............................        3,857(k)       *
       1301 Avenue of the Americas, 38th Floor
       New York, NY 10019
     Robert H. Falk..............................        3,857(k)       *
       1301 Avenue of the Americas, 38th Floor
       New York, NY 10019
     Robert L. Rosen.............................        3,857          *
       RLR Partners, L.P.
       825 Third Avenue, 40th Floor
       New York, New York 10022
     Marc J. Rowan...............................        3,857(k)       *
       1301 Avenue of the Americas, 38th Floor
       New York, NY 10019
     Stephen J. Solarz...........................           65          *
       APCO Associates, Inc.
       1615 L Street, N.W., Suite 900
       Washington, DC 20036
     All Directors and Executive Officers as a
      group......................................      987,780(l)     8.80%
</TABLE>
- --------
 *Less than 1.0%

(a) Does not reflect the 4,235,000 shares of common stock issuable upon
    conversion of the 1,000 shares of Series Z Convertible Preferred Stock sold
    to Apollo in April 1999. The conversion of such shares is subject to
    certain conditions. On July 29, 1999 Apollo sold 500 shares of the Series Z
    Preferred Stock to Artemis. Includes 1,778,523 shares beneficially held by
    Lion Advisors in a managed account under the terms of an investment
    management agreement with Artemis. Lion is affiliated with Apollo Advisors,
    L.P., the general partner of Apollo Investment Fund.

(b) Represents 1,778,523 shares beneficially held by Lion Advisors in a managed
    account under the terms of an investment management agreement with Artemis
    America Partnership over which Lion has exclusive investment and
    dispositive power. On July 29, 1999 Lion relinquished to Artemis the voting
    rights in

                                       78
<PAGE>


   respect of the shares in the managed account. Therefore, the foregoing table
   reflects each of Lion and Artemis as the beneficial owners of the same
   shares in the managed account. Does not reflect the 2,117,500 shares of
   common stock issuable upon conversion of the 500 shares of Series Z
   Convertible Preferred Stock purchased from Apollo on July 29, 1999. The
   conversion is subject to certain conditions.

(c) Represents warrants to acquire common stock issued to purchasers of units
    consisting of 13 7/8% Senior Preferred Stock and the Warrants, which units
    were issued on June 24, 1998.

(d) Includes options to purchase 425,532 shares of our common stock exercisable
    as of August 31, 1999 or within 60 days of August 31, 1999.

(e) Includes options to purchase 94,895 shares of our common stock exercisable
    as of August 31, 1999 or within 60 days of August 31, 1999.

(f) Includes options to purchase 81,303 shares of our common stock exercisable
    as of August 31, 1999 or within 60 days of August 31, 1999.

(g) Includes options to purchase 44,549 shares of our common stock exercisable
    as of August 31, 1999 or within 60 days of August 31, 1999.

(h) Includes options to purchase 19,798 shares of our common stock exercisable
    as of August 31, 1999 or within 60 days of August 31, 1999.

(i) Includes options to purchase 20,277 shares of our common stock exercisable
    as of August 31, 1999 or within 60 days of August 31, 1999.

(j) Represents options to purchase 18,698 shares of our common stock
    exercisable as of August 31, 1999.

(k) Includes shares issued under the Directors Stock Plan. Does not include
    shares held by Apollo Investment Fund. Each of Messrs. Falk and Rowan, two
    of our directors, together with Mr. Black, another one of our directors,
    who is also a director of Apollo Capital Management, Inc., the general
    partner of Apollo Advisors, L.P., disclaims beneficial ownership of the
    securities held by Apollo Investment Fund.

(l) Excludes shares listed above for Apollo Investment Fund. If such shares
    were included, the aggregate number of shares beneficially owned by all
    directors and executive officers as a group would be 2,767,014,
    representing 24.7%.

                                       79
<PAGE>

                   Description of Our Principal Indebtedness

  The following is a summary of the principal terms and provisions of our
Credit Facility and our 10 3/4% Notes Indenture. The following summary is not
complete and it may not contain all of the information important to you. You
should read carefully our Credit Facility and our 10 3/4% Notes Indenture which
are filed as exhibits to the registration statement. See "Where You Can Find
More Information" below.

Credit Facility

  On June 24, 1998, we entered into the Credit Facility with Bank of America
National Trust and Savings Association, as administrative agent, and
BankBoston, N.A., as syndication agent. Under the Credit Facility, the lenders
have agreed to provide us with a $100 million revolving credit facility, a term
loan facility in the amount of $60 million to be borrowed by us and a $50
million term loan facility to be borrowed by Samsonite Europe, our wholly-owned
Belgian subsidiary. All references in this prospectus to the "Credit Facility"
include the $100 million Revolving Credit Facility, the $60 million U.S. Term
Loan Facility and the $50 million European Term Loan Facility described above.
We have the option to add additional lenders as parties to our Credit Facility
and to concurrently increase the $100 million Revolving Credit Facility by up
to an additional $50 million. The $100 million Revolving Credit Facility and
the $50 million European Term Loan Facility mature on June 24, 2003. The $50
million U.S. Term Loan Facility requires principal repayments in each of the
first five years equal to 1.0% of the original principal balance and principal
repayments in each of the sixth and seventh years equal to 47.5% of the
original principal balance.

  All loans made to us under the $100 million Revolving Credit Facility bear
interest at the higher of the base rate, which is an annual rate of .50% above
the latest Federal Funds Rate and the Bank of America reference rate, or the
Eurodollar rate, plus, in each case,

  .  the "applicable margin," which currently is an annual rate of 3.75% for
     any portion of the $60 million U.S. Term Loan Facility that is a
     Eurodollar rate loan;

  .  3.25% for any other loan that is a Eurodollar rate loan;

  .  2.75% for any portion of the $60 million U.S. Term Loan Facility that is
     a base rate loan; and

  .  2.25% for any other base rate loans.

The applicable margin on documentary letters of credit is currently an annual
rate of 2.25%. All loans made to Samsonite Europe under the $100 million
Revolving Credit Facility, including foreign standby letters of credit, and the
$50 million European Term Loan Facility bear interest at the Eurodollar rate
plus the applicable margin. The applicable margin may fall depending upon our
financial performance. We must pay a commitment fee which currently is an
annual rate of 0.625% on the unused portion of the $100 million Revolving
Credit Facility. The fees paid on domestic and foreign standby and documentary
letters of credit may fall depending on our financial performance, but will not
exceed an annual rate of 2.25% of the aggregate undrawn face amount of a
foreign or domestic documentary letter of credit.

  The obligations under the $60 million U.S. Term Loan Facility and the $100
million Revolving Credit Facility are secured by our inventory, accounts
receivable, personal property, Denver facility, intellectual property and other
intangibles, and 100% of the capital stock of our major domestic subsidiaries
and 66% of the capital stock of Samsonite Europe and other major non-domestic
subsidiaries.

  Our Credit Facility contains customary financial and other covenants that,
among other things, limit our ability, with negotiated exceptions, to:

  .  incur additional liens;

  .  incur additional indebtedness;

                                       80
<PAGE>

  .  make some kinds of investments;

  .  prepay subordinate indebtedness;

  .  make distributions and dividend payments to its stockholders;

  .  engage in affiliate transactions;

  .  make asset dispositions;

  .  make acquisitions; and

  .  participate in mergers.

  At January 31, 1999, we had approximately $135.1 million of indebtedness
outstanding under our Credit Facility. Our Credit Facility requires us to
achieve and maintain certain financial ratios. The banks who lend to us under
our Credit Facility agreed in fiscal 1999 and again in March 1999 to amend
these financial ratios to enable us to comply with them in subsequent quarters.
We provided goals in our business plan to our bank lenders, which formed the
basis for the recent amendments to these financial ratios. If actual results
are poorer than the goals set forth in our business plan in any significant
respect, we would be in violation of the amended and restated financial ratios.
If this happens, we would need to seek a waiver or a further amendment to these
financial ratios. However, if we were unable to reach agreement with our bank
creditors, they would be able to accelerate all the indebtedness we owe them,
making it immediately due and payable.

  Under our Credit Facility, if we sell or issue capital stock, equity
interests or any warrants, rights or options to acquire our capital stock or
equity interests, we are obligated to use:

  .  of the first $75 million in net proceeds, the lesser of:

     --40% of such $75 million or

    --such $75 million less the amount expended to resolve the litigation
     described under the first paragraph under the caption "Business--Legal
     Proceedings and Contingent Obligations" and

  .  of the net proceeds exceeding $75 million, 50% of such amount

to make a prepayment of principal on the amount outstanding under our Credit
Facility.

10 3/4% Notes

  We currently have outstanding $350 million aggregate principal amount of our
10 3/4% Notes. The annual rate of interest on the Notes is 10 3/4%. We pay
interest on the 10 3/4% Notes in cash semiannually in arrears on June 15 and
December 15 of each year. The 10 3/4% Notes mature on June 15, 2008. We have
the option to redeem the 10 3/4% Notes, in whole or in part, at any time on or
after June 15, 2003, at redemption prices equal to 105.3750%, 103.5833% and
101.7919% of the principal amount of the Notes during the twelve-month period
beginning June 15, 2003, 2004 and 2005, respectively, and 100% of the principal
amount of the Notes after June 15, 2005, plus any accrued and unpaid interest
on the Notes up to the redemption date. In addition, we have the option to
redeem up to 40% of the $350 million aggregate principal amount of the
originally issued 10 3/4% Notes at any time prior to June 15, 2001, at a
redemption price equal to 110.75% of the principal amount, plus accrued and
unpaid interest on the Notes up to the redemption date, with the net proceeds
of one or more equity offerings. However, we may only redeem the 10 3/4% Notes
with the net proceeds of an equity offering if at least $210 million aggregate
principal amount of Notes remains outstanding immediately after the any
redemption and that any redemption occurs within 90 days after our receipt of
the proceeds of the equity offering. If we undergo a "change of control" under
our 10 3/4% Notes Indenture, each holder of 10 3/4% Notes may require us to
purchase its 10 3/4% Notes at a cash purchase price equal to 101% of the
principal amount, plus accrued and unpaid interest on the Notes up to the
purchase date. In addition, in some cases, we may be obligated if we sell our
assets to use the available asset sale proceeds to make an offer to purchase
the 10 3/4% Notes at a cash purchase price equal to 100% of the principal
amount, plus accrued and unpaid interest on the Notes up to the purchase date.

                                       81
<PAGE>

  The 10 3/4% Notes are general unsecured obligations of Samsonite and are
subordinated in right of payment, as described in the 10 3/4% Notes Indenture,
to all existing and future senior debt of Samsonite, including indebtedness
under the Credit Facility. The 10 3/4% Notes rank equally in right of payment
with all other existing and future senior subordinated indebtedness of
Samsonite.

  The 10 3/4% Notes Indenture contains covenants for the benefit of the holders
of our 10 3/4% Notes that, among other things, restrict our ability and the
ability of our restricted subsidiaries governed by the Indenture to:

  .  incur additional indebtedness;

  .  pay dividends and make other distributions;

  .  issue capital stock of our subsidiaries;

  .  make investments;

  .  repurchase stock;

  .  create liens;

  .  enter into transactions our affiliates;

  .  create dividend or other payment restrictions affecting our
     subsidiaries;

  .  merge or consolidate; and

  .  transfer or sell assets.

These covenants are subject to a number of important negotiated exceptions.

                                       82
<PAGE>


                          1998 Recapitalization

  On June 24, 1998, we completed a recapitalization (the "1998
Recapitalization"). The purpose of the 1998 Recapitalization was to return a
significant amount of cash to our stockholders while allowing them to retain
their equity ownership in Samsonite, subject to limited dilution as a result
of the issuance of the warrants described below. The 1998 Recapitalization
involved:

  .  the sale of 175,000 units consisting of 175,000 shares of our 13 7/8%
     Senior Preferred Stock and Warrants to purchase 1,959,000 shares of our
     common stock;

  .  the sale of $350 million of our 10 3/4% Notes;

  .  our entering into, and borrowing $110 million under, our current Credit
     Facility;

  .  the repayment of $185.5 million of their existing indebtedness,
     including indebtedness under our prior credit facility; and

  .  the repurchase pursuant to a tender offer of 10.5 million shares of our
     common stock for a total of $420 million (the "Tender Offer").

  The following table presents the sources and uses of funds in connection
with the 1998 Recapitalization. The following numbers are in millions:

<TABLE>
     <S>                                                                <C>
     Sources:
       Credit Facility................................................. $110.0
       Proceeds from sale of 10 3/4% Notes.............................  350.0
       Proceeds from sale of 13 7/8% Senior Preferred Stock and
        Warrants.......................................................  175.0
                                                                        ------
         Total......................................................... $635.0
                                                                        ======
     Uses:
       Tender Offer.................................................... $420.0
       Repayment of existing indebtedness..............................  185.5
       Fees and expenses (a)...........................................   25.8
       Working capital.................................................    3.7
                                                                        ------
         Total......................................................... $635.0
                                                                        ======
</TABLE>
- --------
(a) The fees and expenses listed above include:
  .  discounts and commissions payable in connection with the offering of the
     10 3/4% Notes and the 13 7/8% Senior Preferred Stock and the Warrants,
  .  fees payable in connection with the Credit Facility, and

  .  investment banking, legal, accounting, printing and other miscellaneous
     fees and expenses in connection with the 1998 Recapitalization.

                               ----------------

  For a description of our 13 7/8% Senior Preferred Stock, our Warrants, our
Credit Facility and our 10 3/4% Notes, see "Description of Our Principal
Indebtedness" and "Description of Our Capital Stock."

                                      83
<PAGE>

                        Description of Our Capital Stock

Our Authorized Capital Stock

  We are authorized to issue up to 60,000,000 shares of our common stock and
2,000,000 shares of our preferred stock. The following is a summary of the
principal terms of our capital stock and of relevant provisions of our Charter
and By-Laws. The following summary is not complete and may not contain all of
the information important to you. You should read carefully the full text of
our Charter, By-Laws and the Certificate of Designation governing our 13 7/8%
Senior Preferred Stock, which are included as exhibits to the registration
statement and can be obtained as described under "Where You Can Find More
Information" below.

Description of Our Common Stock

  As of July 31, 1999, there were 10,513,612 shares of our common stock
outstanding. The holders of our common stock are entitled to one vote for each
share held on the appropriate record date for all matters submitted to a
stockholder vote. Holders of our common stock are entitled to receive, on a pro
rata basis, dividends declared on the common stock by our board of directors,
out of legally available funds, unless any outstanding preferred stock has a
preference over the common stock for these dividends. In the event of a
liquidation, dissolution or winding up of Samsonite, holders of our common
stock would be entitled to share on a pro rata basis in all of our assets which
are available for distribution and remaining after payment of our liabilities
and the liquidation preference of our outstanding preferred stock. Holders of
our common stock have no rights to purchase additional shares of common stock
if we issue additional shares of capital stock and they have no rights to
convert their common stock into any other securities. In addition, the holders
of our common stock have no redemption rights. As of the date of this
prospectus, all of the outstanding shares of our common stock are fully paid
and holders of our shares of common stock are not required to make additional
capital contributions.

Description of Our Warrants

  Our Warrants entitle the holders thereof to purchase an aggregate of
1,959,000 shares of our common stock at an exercise price of $13.02 per share
of common stock. The Warrants are currently exercisable and, unless exercised,
will automatically expire on June 15, 2010. The Warrants are detachable and
separately transferable from our 13 7/8% Senior Preferred Stock, subject to
compliance with applicable federal and state securities laws. The Warrants and
the common stock issuable upon exercise of the Warrants have not been
registered under the Securities Act of 1933 and are subject to transfer
restrictions. Holders of at least 25% of the shares of common stock issuable
upon exercise of the Warrants are currently entitled to require us to effect
two registrations under the Securities Act of 1933 for the resale of these
shares. We have the ability to delay or postpone the registration or the sale
of these shares under a registration statement during specific periods of time
called "blackout periods." Upon any demand by the holders of Warrants, we are
required to prepare, file and cause to be effective within 150 days of their
demand, a shelf registration statement covering the shares of common stock
requested to be registered. In lieu of filing and using our best efforts to
have a shelf registration statement declared effective, we may offer to
purchase all of the shares of common stock to which the registration statement
relates. In addition, holders of common stock issuable upon exercise of the
Warrants have the right to include their securities in any registration
statement relating to any of our common equity securities filed under the
Securities Act of 1933 for our own account or for the account of any of our
securityholders, subject to some exceptions and conditions. We have agreed to
pay the costs of these registrations, other than underwriting discounts and
commissions on shares sold by selling stockholder.

Description of Our Preferred Stock

  Our board of directors has the authority, in its sole discretion, to issue
preferred stock in one or more classes or Series and to fix the designations,
powers, preferences and rights of the shares of each class or

                                       84
<PAGE>

Series, including dividend rates, conversion rights, voting rights, terms of
redemption and liquidation preference and the number of shares constituting
each class or Series. We currently have two series of preferred stock
outstanding,

  .  our 13 7/8% Senior Preferred Stock issued on June 24, 1998 and

  .  our Series Z Convertible Preferred Stock issued in April 1999.

  As of July 31, 1999, we had outstanding 199,902 shares of our 13 7/8% Senior
Preferred Stock with an aggregate liquidation preference of approximately
$203.4 million. In April 1999, we issued 1,000 shares of our Series Z
Convertible Preferred Stock with a total liquidation preference of $10.00.

Our 13 7/8% Senior Preferred Stock

  Dividend Rights. Holders of our 13 7/8% Senior Preferred Stock are entitled
to receive dividends declared by our board of directors on the 13 7/8% Senior
Preferred Stock, out of legally available funds, at an annual rate equal to 13
7/8% of the liquidation preference per share of 13 7/8% Senior Preferred Stock.
Dividends are payable quarterly in arrears on each March 15, June 15, September
15 and December 15. We have the option of paying dividends on any dividend
payment date occurring on or prior to June 15, 2003, either in cash or by
issuing additional shares of our 13 7/8% Senior Preferred Stock with a
liquidation preference equal to the amount of dividends that would otherwise be
paid in cash. After June 15, 2003, we must pay all dividends on our 13 7/8%
Senior Preferred Stock in cash. If any dividend payable on any dividend payment
date after June 15, 2003 is not paid in full in cash, or if, at any time, any
of the events described in clauses (2) through (6) below occurs, the annual
dividend rate will be increased by 2% from:

  .  the dividend payment date in respect of any unpaid cash dividend or

  .  during the time any voting rights triggering event causes the annual
     dividend rate to increase.

  Our Credit Facility and 10 3/4% Notes Indenture each contain additional
limitations on our ability to pay cash dividends on our 13 7/8% Senior
Preferred Stock.

  Voting Rights. Holders of our 13 7/8% Senior Preferred Stock have no voting
rights with respect to general corporate matters, except as provided by
Delaware law or as specifically provided for in the Certificate of Designation.
The Certificate of Designation provides that if:

  (1) we fail to pay cash dividends on our 13 7/8% Senior Preferred Stock
      after June 15, 2003, for two or more quarterly dividend periods,
      whether or not the failure occurs in consecutive quarters;

  (2) we fail to redeem our 13 7/8% Senior Preferred Stock on or before its
      redemption date;

  (3) we fail to make an offer to purchase our 13 7/8% Senior Preferred Stock
      in the event of a change of control or fail to purchase shares of 13
      7/8% Senior Preferred Stock validly tendered in a change of control
      offer;

  (4) a dividend default, as described in (1) above continues for 60 or more
      days after we receive notice of the default from at least 25% of the
      holders of our 13 7/8% Senior Preferred Stock then outstanding;

  (5) we fail to pay the principal amount of any of our outstanding
      indebtedness which equals an aggregate of $50 million or more at its
      stated maturity, or any of our outstanding indebtedness which equals to
      an aggregate $50 million has been accelerated, and the default or
      acceleration is not remedied or cured for 30 days; or

  (6) we fail to make any scheduled payment of principal or interest on any
      of our outstanding indebtedness which equals an aggregate of $50
      million or more, and the default is not remedied or

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     cured for more than 180-days from the date of the scheduled payment,
     then the holders of a majority of the then outstanding shares of 13 7/8%
     Senior Preferred Stock, voting separately and as a class, will have the
     right to elect the lesser of:

  .  two directors and

  .  a number of directors equal to 25% of the total number of members of the
     board of directors, until any of the above failures is remedied or
     cured.

Each of the "voting rights triggering events" described generally in clauses
(1) through (6) above is more completely and specifically described in the
Certificate of Designation.

  Restrictive Covenants Governing Our 13 7/8% Senior Preferred Stock. The
Certificate of Designation governing our 13 7/8% Senior Preferred Stock
contains restrictive covenants that, among other things, limit our ability of
and the ability of our subsidiaries to:

  .  incur additional indebtedness;

  .  pay dividends and make other distributions;

  .  make investments;

  .  enter into transactions with our affiliates; or

  .  merge or consolidate.

These covenants are subject to a number of important negotiated exceptions.

  Mandatory and Optional Redemption. We are required, with some conditions, to
redeem all of our 13 7/8% Senior Preferred Stock outstanding on June 15, 2010,
at a redemption price equal to 100% of its liquidation preference, plus, all
accumulated and unpaid dividends up to the redemption date. We may redeem our
13 7/8% Senior Preferred Stock, in whole or in part, at any time, on or after
June 15, 2001, at 110%, 108%, 106%, 104%, 102% and 101% of its liquidation
preference during the twelve-month period commencing on or before June 15,
2001, 2002, 2003, 2004, 2005 and 2006, respectively, and 100% of its
liquidation preference after June 15, 2006, plus all accumulated and unpaid
dividends up to the redemption date.

  In addition, we have the option to redeem up to an aggregate of 35% of the
shares of our 13 7/8% Senior Preferred Stock, whether the shares were
initially issued or issued as a dividend payment, at any time prior to June
15, 2001, at a redemption price equal to 113.875% of their liquidation
preference, plus all accumulated and unpaid dividends up to the redemption
date, with the net proceeds of one or more equity offerings. However, at least
$113.75 million aggregate liquidation preference of our 13 7/8% Senior
Preferred Stock must be outstanding immediately after any redemption. In
addition, any redemption of our 13 7/8% Senior Preferred Stock must occur
within 90 days after our receipt of proceeds from the equity offering.

  Upon a change of control of Samsonite, each holder of our 13 7/8% Senior
Preferred Stock will be entitled to require us to purchase its 13 7/8% Senior
Preferred Stock at a cash purchase price equal to 101% of its liquidation
preference, plus all accumulated and unpaid dividends up to the purchase date.

  Rights upon liquidation, dissolution or winding-up of Samsonite. With
respect to its dividend rights and its rights upon our liquidation,
dissolution or winding-up, our 13 7/8% Senior Preferred Stock ranks as our
most senior class or Series of issued and outstanding preferred stock. We may
not issue shares of any other class or Series of common stock or preferred
stock ranking, with respect to dividend rights and rights upon liquidation,
dissolution or winding-up of Samsonite, senior to or on the same level with
our 13 7/8% Senior Preferred Stock, unless we receive the approval of the
holders of at least two-thirds of the outstanding 13 7/8% Senior Preferred
Stock.

  Option to Exchange Our 13 7/8% Senior Preferred Stock for Debentures. We
have the option, on any dividend payment date, to (1) exchange, in whole or in
part, on a pro rata basis, the then outstanding shares of

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our 13 7/8% Senior Preferred Stock for junior subordinated debentures due 2010
of Samsonite or (2) exchange all of the outstanding shares of our 13 7/8%
Senior Preferred Stock for senior debentures due 2010 of a holding company of
Samsonite. However, immediately after giving effect to any partial exchange of
our 13 7/8% Senior Preferred Stock for Samsonite Junior Debentures, there must
be:

  .  shares of 13 7/8% Senior Preferred Stock outstanding with an aggregate
     liquidation preference of $75 million or more and

  .  an aggregate principal amount of $75 million or more of our Samsonite
     Junior Debentures outstanding.

  The 10 3/4% Notes Indenture and the Credit Facility restrict our ability to
exchange our 13 7/8% Senior Preferred Stock for debentures. The debentures, if
issued, will bear interest at the same rate as the dividend rate on our 13 7/8%
Senior Preferred Stock and will contain covenants substantially identical to
our 13 7/8% Senior Preferred Stock. The Samsonite Junior Debentures, if issued,
will rank subordinate in right of payment to all other senior debt of Samsonite
to the extent set forth in the 10 3/4% Notes Indenture. The Samsonite Holdings
Debentures will constitute general unsecured obligations of Samsonite Holdings
Inc.

Our Series Z Convertible Preferred Stock

  The Series Z Convertible Preferred Stock was issued to Apollo in connection
with its bridge investment. The Series Z Convertible Preferred Stock is
intended to be the economic equivalent of the underlying shares of common
stock. As described below, we have the right to redeem the Series Z Convertible
Preferred Stock in exchange for common stock and we intend to exercise this
right upon completion of the rights offering, subject to prior compliance with
applicable antitrust laws. Apollo has agreed to certain limitations with
respect to voting on the common stock issuable upon conversion of the Series Z
Convertible Preferred Stock. See "Apollo Bridge Investment; Back-Stop
Agreements; The Artemis Investment."

  Ranking. The Series Z Convertible Preferred Stock ranks

  .  junior to our 13 7/8% Senior Preferred Stock as to both dividends and
     distributions upon liquidation,

  .  senior to our common stock as described above with respect to
     distributions upon liquidation and

  .  equal to our common stock as to dividends.

  Optional and Mandatory Conversion. Each of the 1,000 shares of Series Z
Convertible Preferred Stock is currently convertible at any time, or from time
to time, at the option of the holders of our Series Z Convertible Preferred
Stock, into 4,235 shares of our common stock, subject to adjustment. However, a
holder of our shares of Series Z Convertible Preferred Stock may not convert
its shares of Series Z Convertible Preferred Stock into shares of Common Stock
before the later of

  .  the expiration of any applicable waiting period under U.S. and foreign
     antitrust laws and

  .the completion or abandonment of the rights offering.

  In addition, subject to prior compliance with applicable U.S. and foreign
antitrust laws, at any time after the completion or abandonment of the rights
offering, all shares of Series Z Convertible Preferred Stock transferred to any
third party not affiliated with the holder of the shares of Series Z
Convertible Preferred Stock, will automatically convert into common stock at
the rate per share set forth above.

  Dividends. Holders of shares of the Series Z Convertible Preferred Stock will
receive the amount of dividends per share of Series Z Convertible Preferred
Stock that are payable in respect of the amount of shares of common stock into
which that share of Series Z Convertible Preferred Stock is convertible.
However, the holders of shares of Series Z Convertible Preferred Stock will not
be entitled to receive:

  .  any dividends on our common stock consisting of our common stock
     (instead, there will be an anti-dilution adjustment to the conversion
     rate) and

  .  the rights to be distributed to holders of our common stock in this
     rights offering.

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  Mandatory Redemption. Subject to prior compliance with applicable U.S. and
foreign antitrust laws, we have the option to redeem the shares of Series Z
Convertible Preferred Stock, at any time, after the rights offering is
completed or abandoned, or from time to time, in whole or in part, in exchange
for Common Stock at the conversion rate then in effect.

  Rights upon liquidation, dissolution or winding-up of Samsonite. With respect
to rights upon our liquidation, dissolution or winding up, our Series Z
Convertible Preferred Stock, after any payment or distribution of our assets to
satisfy the liquidation preference of the holders of our 13 7/8% Senior
Preferred Stock, the holders of our Series Z Convertible Preferred Stock shall
be entitled to receive $.01 per share of Series Z Convertible Preferred Stock,
prior to any distribution to the holders of our Common Stock. After receiving
such a payment, the holders of our Series Z Preferred Stock shall share any
distributions equally with the holders of our common stock based on the number
of shares of our common stock into which the Series Z Convertible Preferred
Stock is convertible.

  Anti-dilution Adjustments. If we

  .  pay a dividend or make any other distribution on our common stock
     payable in shares of our common stock,

  .  subdivide or combine our outstanding shares of common stock into a
     greater or smaller number of shares, or

  .  issue or distribute any equity securities by reclassification of our
     common stock (other than any issuance constituting a dividend in which
     the holders of shares of our Series Z Convertible Preferred Stock
     participate pursuant to their rights to receive dividends set forth
     above),

the conversion price of the shares of Series Z Convertible Preferred Stock will
be adjusted so that the holders of the shares of Series Z Convertible Preferred
Stock will be entitled to receive the same number of shares of our common stock
that they would have been entitled to receive after the events described above
have occurred, had the holder of those shares of our Series Z Convertible
Preferred Stock converted those shares into our common stock before the
occurrence of the events set forth above.

  If we consolidate or merge with another entity and, as a result of the merger
or consolidation, we change our shares of common stock into the same or a
different number of shares of the same or another class or classes of our stock
or securities or another entity or any other property or assets, then the
holders of Series Z Convertible Preferred Stock will have the right to receive
the shares of our common stock, securities or other property or assets, as
applicable, as may be issued or payable with respect to or in exchange for the
number of shares of our common stock that would otherwise have been received by
such holders had they converted their shares of Series Z Convertible Preferred
Stock immediately prior to the effective date of the merger or consolidation.

  Voting Rights. The holders of shares of our Series Z Convertible Preferred
Stock will have no voting rights, except as required by law or by the
applicable rules of any securities exchange or automated quotation system upon
which Series Z Convertible Preferred Stock may be listed or admitted to
trading.

  Upon any consolidation, merger, reclassification or similar transaction, as a
result of which:

  .  the Series Z Convertible Preferred Stock would be converted into
     anything other than the shares of our Common Stock into which the Series
     Z Convertible Preferred Stock would have been converted had the
     conversion taken place prior to the effective date of the consolidation,
     merger, reclassification or similar transaction or

  .  the terms of our common stock underlying the Series Z Convertible
     Preferred Stock would be amended or altered

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then the holders of a majority of the outstanding shares of the Series Z
Convertible Preferred Stock, voting as a separate single class, shall have the
right to approve that consolidation, merger, reclassification or similar
transaction.

  Without the approval of the holders of at least 66 2/3% of the shares of the
Series Z Convertible Preferred Stock, voting or consenting, as the case may be,
as one class, we cannot:

  .  change the certificate of designations governing the Series Z
     Convertible Preferred Stock in any manner that adversely affects the
     rights of holders of the Series Z Convertible Preferred Stock;

  .  change the voting rights with respect to the Series Z Convertible
     Preferred Stock or reduce the number of shares of Series Z Convertible
     Preferred Stock whose holders must consent to an amendment, supplement
     or waiver;

  .  reduce the liquidation preference of or alter the number of shares of
     Common Stock issuable upon the mandatory redemption of the Series Z
     Convertible Preferred Stock;

  .  reduce the rate of or change the time for payment of dividends on any
     share of Series Z Convertible Preferred Stock;

  .  waive the consequences of any failure to pay dividends on the Series Z
     Convertible Preferred Stock;

  .  make any share of Series Z Convertible Preferred Stock payable in any
     form other than that stated in the certificate of designations governing
     the Series Z Convertible Preferred Stock;

  .  make any change in the provisions of the certificate of designations
     relating to waivers of the rights of holders of the Series Z Convertible
     Preferred Stock to receive the liquidation preference and dividends on
     the Series Z Convertible Preferred Stock; or

  .  make any change in the foregoing amendment and waiver provisions.

Transfer Agent and Registrar

  The Transfer Agent and Registrar for our common stock and 13 7/8% Senior
Preferred Stock is Boston EquiServe.

Our Charter and By-Laws Contain Provisions which May Discourage a Third-Party
Take-over

  Our Charter and By-laws contain provisions that could make it more difficult
to acquire Samsonite by means of a tender offer, a proxy contest or otherwise.

  Classified Board of Directors and Related Provisions. Our Charter divides the
board of directors into three classes, designated Class I, Class II and Class
III, which are as nearly equal in number as possible. Class I directors, who
will serve for a term ending with the annual meeting of stockholders to be held
in 1999, currently consist of three directors. Class II directors, who will
serve for a term ending with the annual meeting of stockholders to be held in
2000, currently consist of two directors. Class III directors, who will serve
for a term ending with the annual meeting of stockholders to be held in 2001,
currently consist of four directors. A director may be removed by the
stockholders, but only for cause, and only by the affirmative vote of the
holders of a majority of the total number of votes entitled to be cast by all
holders of Samsonite voting stock, including the common stock and any class or
Series of preferred stock entitled to vote on all general matters submitted to
Samsonite's stockholders, voting as a single class.

  The purpose of our classified board is to promote conditions of continuity
and stability in the composition of our board of directors and in the policies
it formulates. However, a classified board may deter mergers, tender offers or
other takeover attempts which some or a majority of our stockholders may find
in their best interest, since it would take two annual meetings of stockholders
to elect a majority of the board of directors. Similarly, a classified board
structure would delay stockholders who do not like the policies of the board of
directors from removing a majority of the board of directors at a single annual
meeting.

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  Advance Notice Provisions for Shareholder Nominations and Shareholder
Proposals. The By-Laws establish an advance notice procedure for stockholders
to make nominations of candidates for election as directors, or bring other
business before an annual stockholder meeting.

  The advance notice procedure provides that only persons who are nominated by
our board of directors or by a Samsonite stockholder who has given timely
written notice to our secretary prior to the meeting at which directors are to
be elected, will be eligible for election as directors of Samsonite. The
advance notice procedure provides that the only business which may be conducted
at an annual meeting is business which has been:

  .  specified in the notice of the annual meeting given by our board of
     directors or one of its authorized committees,

  .  brought before the annual meeting by our board of directors or one of
     its authorized committees, or

  .  brought before the annual meeting by a Samsonite stockholder who has
     given timely written notice to our secretary of its intention to bring
     the business before the annual meeting.

  Under the advance notice procedure for our annual meetings, in order for a
stockholder notice to be timely, it must be received by Samsonite not later
than 60 days and not earlier than 90 days before the first anniversary of the
preceding year's annual meeting.

  If the date of the annual meeting is advanced by more than 30 days or delayed
by more than 60 days from the first anniversary of the preceding year's annual
meeting, shareholder notices must be received by Samsonite not earlier than 90
days before the annual meeting and not later than the close of business on the
later of:

  .  60 days before the date of the annual meeting, or

  .  10 days after the first public announcement of the revised date of the
     annual meeting.

  Under the advance notice procedure, for a stockholder's director nomination
at a special meeting to be timely, the notice must be received by Samsonite not
earlier than 90 days before the special meeting and not later than the close of
business on the later of (a) 60 days before the special meeting or (b) 10 days
after the date of the first public announcement of the date of the special
meeting.

  In addition, under the advance notice procedure, a stockholder's notice to
Samsonite proposing to nominate a director or conduct business at an annual
meeting must contain the information specified in our Charter.

  If the board of directors determines that a person was not properly nominated
for director, or other business was not properly brought before the meeting, in
accordance with the advance notice procedure, the person will not be eligible
for election as a director, or the business will not be conducted at the
meeting, as the case may be.

Our Preferred Stock Rights Plan

  The Preferred Stock Rights. On May 12, 1998, we declared a dividend
distribution of one preferred stock right for each outstanding share of its
common stock to stockholders of record at the close of business on May 20,
1998, the record date for the preferred stock right distribution. Each
Preferred Stock Right entitles its holder to purchase from Samsonite one-
thousandth of a share of our Series B junior participating preferred stock, par
value $0.01 per share, at a cash purchase price of $70, which may be adjusted.

  For a complete description of the terms and provisions of our Preferred Stock
Rights, you should carefully read the Preferred Stock Rights Agreement between
Samsonite and BankBoston, N.A., as preferred stock rights agent, which is
included as an exhibit to the registration statement containing this
prospectus.

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  Preferred Stock Rights Will Separate from the Common Stock Certificates Upon
a Distribution Date. Initially, the Preferred Stock Rights will be attached to
all outstanding common stock certificates and no separate Preferred Stock
Rights certificates will be distributed. The Preferred Stock Rights will
separate from the common stock on a distribution date occurring upon the
earlier of:

  .  10 business days following a public announcement that a person has
     become an "acquiring person," as defined below, or

  .  10 business days, or

  .  a later date if the board of directors elects, following the
     commencement of a tender offer or exchange offer that would result in a
     person or group becoming an acquiring person.

For purposes of our Preferred Stock Rights Plan, an "acquiring person" means
any person who or which, together with its affiliates and associates, acquires
beneficial ownership of 15% or more of our shares of common stock then
outstanding, but excludes the following persons or entities:

  (1) Samsonite;

  (2) any of our subsidiaries;

  (3) any of our employee benefit plans or any employee plans of our
      subsidiaries;

  (4) any person or entity organized, appointed or established by us under
      the terms of any employee benefit plan;

  (5) any person who owned 15% or more of outstanding common stock prior to
      the execution of our Preferred Stock Rights Plan who was excepted or
      "grandfathered";

  (6) any person, together with its affiliates and associates, whose
      percentage beneficial ownership increased to more than 15% of the
      outstanding shares of our common stock as a result of any repurchase of
      our common stock, as long as that person, together with its affiliates
      and associates,

    .  did not acquire any shares of our common stock after the public
       announcement of our repurchase under the Tender Offer, and

    .  does not acquire any additional shares of our common stock following
       any other repurchase of our common stock if our repurchase would
       result in that person, together with its affiliates and associates,
       owning more than 15% of our outstanding common stock.

  Until the distribution date,

  .  the Preferred Stock Rights will be evidenced by our common stock
     certificates and will be transferred only with our common stock
     certificates,

  .  new common stock certificates issued after the record date will state
     that the common stock is governed by the provisions of the Preferred
     Stock Rights Agreement, and

  .  the surrender of any common stock certificates for transfer will also
     constitute the transfer of the Preferred Stock Rights with the shares of
     common stock represented by the surrendered certificate.

  Samsonite Will Not Issue Fractional Preferred Stock Rights. Under the
Preferred Stock Rights Agreement, Samsonite reserves the right to require that
only whole shares of our Series B Preferred Stock will be issued upon exercise
of the Preferred Stock Rights.

  Distribution of Preferred Stock Rights. The Preferred Stock Rights are not
exercisable until they are distributed and will expire at 5:00 p.m., New York
City time, on May 31, 2000, unless they are redeemed or extended before the
expiration date by the board of directors as described below.

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  As soon as practicable after the distribution date, we will mail Preferred
Stock Rights certificates to record holders of our common stock as of the close
of business on the distribution date. After the distribution date, only the
separate Preferred Stock Rights certificates will represent the Preferred Stock
Rights. Only shares of our common stock issued prior to the distribution date
will be issued with Preferred Stock Rights, unless our board of directors
decides otherwise.

  Exercise of Your Preferred Stock Rights. If a person becomes an acquiring
person, each holder of a Preferred Stock Right, except for the acquiring
person, will have the right following the acquiring person's stock acquisition
to exercise the holder's Preferred Stock Rights and receive shares of our
common stock, or, in some circumstances, cash, property or other securities of
Samsonite, having a value equal to two times the exercise price of the
Preferred Stock Right.

  Following the stock acquisition date, all Preferred Stock Rights that are,
or, under specific circumstances described in the Preferred Stock Rights
Agreement, were, beneficially owned by any acquiring person will be null and
void. However, Preferred Stock Rights are not exercisable until the Preferred
Stock Rights are no longer redeemable by our board of directors, as described
below.

  For example, at an exercise price of $70 per Preferred Stock Right, each
Preferred Stock Right not owned by an acquiring person following the stock
acquisition date would entitle its holder to purchase $140 worth of our common
stock, or other consideration in some circumstances, for $70. Assuming that our
common stock had a per share value of $35 at the time of the acquisitions
event, each holder of a valid Preferred Stock Right, other than the acquiring
person, would be entitled to purchase four shares of our common stock for $70.

  Right to Receive Shares of Stock in an Acquiring Company. If at any time
following the stock acquisition date, (1) Samsonite is acquired in a merger or
business combination, but excluding any offer by Samsonite to repurchase its
capital stock as described above in the definition of an acquiring person, or
(ii) 50% or more of Samsonite's assets, cash flow or earning power is sold or
transferred, each holder of a Preferred Stock Right, except for voided
Preferred Stock Rights held by an acquiring person, who exercises his or her
rights will receive, common stock of the acquiring company with a value equal
to two times the exercise price of the Preferred Stock Right.

  Samsonite's Optional Redemption of the Preferred Stock Rights. Samsonite has
the option until 10 business days after a stock acquisition date to redeem all,
and only all, of the Preferred Stock Rights, at a redemption price of $.005 per
Preferred Stock Right payable in cash, common stock or any other consideration
which our board of directors finds appropriate. Immediately upon a decision of
our board to redeem the Preferred Stock Rights, they will terminate and the
only remaining right of the holders of Preferred Stock Rights will be to
receive the $.005 redemption price.

  Potential United States Federal Income Tax Consequences. Until a Preferred
Stock Right is exercised, its holder will have no rights as a shareholder of
Samsonite, including the right to vote or receive dividends. While the
distribution of the Preferred Stock Rights will not be taxable to Samsonite or
our stockholders, our stockholders may, depending upon the circumstances,
recognize taxable income if they exercise their Preferred Stock Rights for
common stock, or other consideration, of Samsonite or for common stock of an
acquiring company.

  Amendments by the Samsonite Board of Directors. Any of the provisions of the
Preferred Stock Rights Agreement may be amended by our board of directors
before the distribution of Preferred Stock Rights. After the distribution date,
the provisions of the Preferred Stock Rights Agreement may be amended by the
board of directors in order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Preferred Stock Rights, or to
shorten or lengthen any time period under the Preferred Stock Rights Agreement.
However, no amendment to lengthen a time period affecting redemption of the
Preferred Stock Rights may be made at a time when the Preferred Stock Rights
after the period for redemption has expired and the Preferred Stock Rights are
no longer redeemable.


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  Amendments to our Preferred Stock Rights Plan. On April 7, 1999 and July 13,
1999 and in September 1999, we entered into amendments to the Preferred Stock
Rights Plan with the preferred stock rights agent so that the bridge
investment, the rights offering, including the back-stop agreements, and the
transactions contemplated by the investment agreements and the stockholders
agreements would not trigger the provisions of our Preferred Stock Rights Plan.

  The following is a summary of the amendments to our Preferred Stock Rights
Plan:

  .  The expiration date of the Preferred Stock Rights Plan was extended from
     May 31, 2000 to May 31, 2007.

  .  The terms "Beneficial Owner" and "beneficially owns" were amended to
     provide that none of Apollo, Artemis, or their respective affiliates and
     associates are deemed to beneficially own any Samsonite securities held
     by any such other party solely by reason of the stockholders agreement,
     dated as of July 13, 1999 among Samsonite, Apollo and Artemis.

  .  The term "exempted person" was amended to allow Apollo Advisors, L.P.,
     and its affiliates and associates, including Lion to acquire a
     percentage of the outstanding shares of our common stock equal to:

      --from and after April 7, 1999, but prior to the closing of Apollo's
       back-stop obligations, 2% plus the percentage of the outstanding
       shares of common stock beneficially owned by Apollo as of July 13,
       1999, treating for this purpose the shares to be purchased at the
       closing of Apollo's back-stop obligations as not beneficially owned
       by Apollo, and

      --after the closing of Apollo's back-stop obligations, 2% plus the
       percentage of the outstanding shares of common stock beneficially
       owned by Apollo immediately after the back-stop closing,

      --but in no event less than 34%, which represents the percentage of
       the outstanding shares of common stock beneficially owned by Apollo
       and is affiliate, Lion, prior to the bridge investment.

  .  The term "exempted person" was amended to allow Artemis, including its
     affiliates and associates, to acquire a percentage of the outstanding
     shares of our common stock equal to 2% plus the quotient obtained by
     dividing:

      --the number of shares of common stock which, or the voting rights
       of which, Artemis or anyof its affiliates or associates has the
       right to acquire, or acquires, at any time or which otherwise may
       be distributed to Artemis or to any of its affiliates or
       associates, in either case by reason of

            (1) the terms of the investment management agreement between
                Artemis and Lion with respect to the Lion managed account,

            (2) the distribution of shares of common stock to the limited
                partners of Apollo Investment Fund I, L.P., or

            (3)  the terms of the agreements, dated as of April 5, 1999 and
                 July 13, 1999, between Artemis and Apollo, by

      --the number of shares of common stock outstanding at the time of
       any calculation to determine whether Artemis is an "acquiring
       person".

  .  The term "exempted person" was further amended to allow a "group" (as
     determined under Rule 13d-5 of the Exchange Act of 1934) consisting (1)
     solely of exempted persons or (2) solely of exempted persons and one or
     more transferees of Apollo or Artemis under the provisions of the tag-

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     along rights in the stockholders agreement to be treated as an exempted
     person. However, clause (2) above does not apply if a group beneficially
     owns shares of a transferee which are not subject to the pro rata voting
     requirements of the stockholders agreement.

  .  The term "exempted person" was further amended to allow a "group"
     consisting solely of Apollo and Artemis and their respective affiliates
     and associates, or some subset of any of the foregoing parties, to be
     treated as an exempted person but only to the extent that such parties
     are deemed to be a group solely by reason of

           (1) the stockholders agreement among Samsonite, Apollo and Artemis,


           (2) the investment management agreement between Artemis and Lien,

           (3) the agreement governing Apollo Investment Fund I, L.P.,

           (4) the letter agreement, dated as of July 13, 1999, between Apollo
               and Artemis, or

           (5) any subset of the foregoing agreements.


  .  The term "acquiring person" was amended to allow any person, together
     with that person's affiliates and associates, whose percentage
     beneficial ownership of the outstanding shares of common stock is
     increased by reason any repurchase of common stock by us to acquire up
     to but not exceeding 1% of the then outstanding shares of common stock
     following the public announcement of any such repurchase by us.

  The Preferred Stock Rights may discourage a third party take-over of
Samsonite. The Preferred Stock Rights will cause substantial dilution to any
person or group that attempts to acquire Samsonite on terms not approved by
our board of directors. However, the Preferred Stock Rights should not
interfere with any merger or other business combination approved by the board
of directors since the Preferred Stock Rights may be redeemed by Samsonite at
any time until 10 business days following the acquisition date.

Delaware Statutory Provisions which Govern Transactions with Our Affiliates

  Section 203 of the Delaware General Corporation Law prohibits transactions
between a Delaware corporation and an "interested shareholder," which is
defined as a person who, together with its affiliates and/or associates,
beneficially owns, directly or indirectly, 15% or more of the outstanding
voting shares of a Delaware corporation. This provision prohibits business
combinations, defined broadly to include mergers, consolidations, sales or
other dispositions of assets having an aggregate value in excess of 10% of the
consolidated assets of the corporation, and those transactions that would
increase the interested shareholder's proportionate share ownership in the
corporation, between an interested shareholder and a corporation for a period
of three years after the date the interested shareholder acquired its stock,
unless (1) the business combination is approved by the corporation's board of
directors prior to the date the interested shareholder acquired shares, (2)
the interested shareholder acquired at least 85% of the voting stock of the
corporation in the transaction in which it became an interested shareholder or
(3) the business combination is approved by a majority of the board of
directors and by the affirmative vote of two-thirds of the votes entitled to
be cast by disinterested stockholders at an annual or special meeting. A
Delaware corporation, under its charter or by-laws provisions, may elect not
to be governed by Section 203 and its election becomes effective one year
after its adoption. In our Charter, we have elected not to be governed by
Section 203.

                                      94
<PAGE>

             Certain United States Federal Income Tax Consequences

  The following is a general discussion of certain United States federal income
tax consequences of the receipt of Rights in the rights offering and the
ownership, exercise and disposition of the Rights to United States holders, as
defined below. This discussion is based on the Code, Treasury regulations
promulgated thereunder, and administrative and judicial interpretations
thereof, all as in effect as of the date hereof and all of which are subject to
change, possibly with retroactive effect. This discussion does not address all
aspects of United States federal income taxation that may be applicable to
investors in light of their particular circumstances or to investors subject to
special treatment under the United States federal income tax laws, including,
but not limited to, banks, dealers in securities, life insurance companies, tax
exempt organizations or foreign taxpayers. This discussion also does not
address any aspect of state, local or foreign income or other tax laws. This
discussion is limited to United States holders which hold our common stock as a
capital asset. For purposes of this discussion, a "United States holder" is a
holder that is, for United States federal income tax purposes,

  .  a citizen or resident of the United States,

  .  a corporation or partnership created or organized in or under the laws
     of the United States or any political subdivision thereof,

  .  an estate the income of which is subject to United States federal income
     taxation regardless of its source, or

  .  a trust if a United States court is able to exercise primary supervision
     over the administration of the trust and one or more United States
     persons have the authority to control all substantial decisions of the
     trust.

  Each stockholder should consult its tax advisor as to the particular tax
consequences to such stockholder of the receipt of Rights in the rights
offering and the ownership, exercise and disposition of the Rights, including
the applicability of any federal estate or gift tax laws or any state, local or
foreign tax laws, any changes in applicable tax laws and any pending or
proposed legislation or regulations.

Receipt of the Rights

  A stockholder will not recognize taxable income for United States federal
income tax purposes in connection with the receipt of Rights in the rights
offering.

Tax Basis and Holding Period of the Rights

  Except as provided in the following sentence, the tax basis of the Rights
received by a stockholder in the rights offering will be zero. If either (1)
the fair market value of the Rights on the date such Rights are distributed is
equal to at least 15% of the fair market value on such date of the common stock
with respect to which they are received or (2) the stockholder elects, in its
United States federal income tax return for the taxable year in which the
Rights are received, to allocate part of the tax basis of such common stock to
the Rights, then upon exercise or transfer of the Rights, the stockholder's tax
basis in such common stock will be allocated between the common stock and the
Rights in proportion to their respective fair market values on the date the
Rights are distributed. A stockholder's holding period for the Rights received
in the rights offering will include the stockholder's holding period for the
common stock with respect to which the Rights were received.

Sale or Taxable Disposition of the Rights

  A stockholder which sells, exchanges or otherwise disposes of Rights received
in the rights offering will recognize capital gain or loss equal to the
difference between (1) the amount of cash and the fair market value of any
property received and (2) such stockholder's tax basis (if any) in the Rights
disposed. Any such capital gain or loss will be long-term capital gain or loss
if such holder's holding period for the Rights exceeds one year at the time of
disposition.

                                       95
<PAGE>

Expiration of the Rights

  A stockholder which allows Rights received in the rights offering to expire
will not recognize any gain or loss, and the tax basis of the common stock, if
any, owned by such holder with respect to which such Rights were distributed
will be equal to the tax basis of such common stock immediately before the
receipt of the Rights in the rights offering.

Exercise of the Rights; Tax Basis and Holding Period of the Shares

  A stockholder will not recognize any gain or loss upon the exercise of Rights
received in the rights offering. The tax basis of the shares of common stock
acquired through exercise of the Rights will equal the sum of the subscription
price for the shares and the holder's tax basis, if any, in the Rights as
described above. The holding period for the shares of common stock acquired
through exercise of the Rights will begin on the date the Rights are exercised.

                                 Legal Matters

  Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, is acting as
legal counsel to Samsonite.

                                    Experts

  The consolidated financial statements of Samsonite Corporation and
subsidiaries as of January 31, 1999 and 1998, and for each of the years in the
three-year period ended January 31, 1999, and the related financial statement
schedule have been included herein and in the registration statement of which
this prospectus is a part, in reliance upon the report of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.

                      Where Can You Find More Information

  We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may read, or copy,
any document we file at the public reference room maintained by the SEC at 450
Fifth Street, N. W., Washington, D.C. 20549, and at the following regional
offices of the SEC: New York Regional Office, Seven World Trade Center, 13th
Floor, New York, New York 10048; and Chicago Regional Office, Citicorp Center,
5000 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of this
information can be obtained by mail from the SEC's Public Reference Branch at
450 Fifth Street, N.W., Washington, D.C. 20549. In addition, our filings with
the SEC are also available to the public on the SEC's internet Web site at
http://www.sec.gov. Our common stock is listed on Nasdaq, and our reports,
proxy statements and other information concerning us may also be read and
copied at the offices of the Nasdaq Stock Market, Reports Section, at 1735 K
Street, Washington, D.C. 20006.

  We have filed with the SEC a registration statement on Form S-1 under the
Securities Act of 1933 with respect to the Rights offered in this rights
offering and the shares of our common stock to be issued upon exercise of the
Rights. This prospectus does not contain all of the information set forth in
the registration statement and its exhibits and schedules. Statements made by
us in this prospectus as to the contents of any contract, agreement or other
document referred to in this prospectus are not necessarily complete. For a
more complete description of these contacts, agreements or other documents, you
should carefully read the exhibits to the registration statement.

  The registration statement, together with its exhibits and schedules, which
we filed with the SEC, may also be reviewed and copied at the public reference
facilities of the SEC located at the addresses set forth above. Please call the
SEC at 1-800-SEC-0330 for further information on its public reference
facilities.

                                       96
<PAGE>

            INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                        <C>
As of January 31, 1999 and 1998 and for the Three Years Ended January 31,
 1999
Independent Auditors' Report..............................................  F-2
Consolidated Balance Sheets as of January 31, 1999 and 1998...............  F-3
Consolidated Statements of Operations for each of the years in the three-
 year period ended
 January 31, 1999.........................................................  F-4
Consolidated Statements of Stockholders' Equity (Deficit) for each of the
 years in the three-year period ended January 31, 1999....................  F-5
Consolidated Statements of Cash Flows for each of the years in the three-
 year period ended
 January 31, 1999.........................................................  F-7
Notes to Consolidated Financial Statements................................  F-9
Schedule:
Schedule II--Valuation and Qualifying Accounts............................ F-34
As of July 31, 1999 and for the Six Months Ended July 31, 1999 and 1998
Unaudited Consolidated Balance Sheets as of July 31, 1999 and January 31,
 1999..................................................................... F-35
Unaudited Consolidated Statements of Operations for the six months
 ended July 31, 1999 and 1998............................................. F-36
Unaudited Consolidated Statements of Stockholders' Equity (Deficit) for
 the six months
 ended July 31, 1999...................................................... F-37
Unaudited Consolidated Statements of Cash Flows for the six months ended
 July 31, 1999 and 1998................................................... F-38
Unaudited Notes to Consolidated Financial Statements...................... F-39
</TABLE>

                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
Samsonite Corporation:

  We have audited the accompanying consolidated financial statements of
Samsonite Corporation and subsidiaries as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audits.

  We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

  In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Samsonite
Corporation and subsidiaries as of January 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the three-
year period ended January 31, 1999, in conformity with generally accepted
accounting principles. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.


                                          KPMG LLP
Denver, Colorado
March 22, 1999, except as to
 notes 15 and 19, which are as of April 9, 1999

                                      F-2
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                           January 31, 1999 and 1998
                                 (In thousands)

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                  January 31,
                                                               ------------------
                                                                 1999      1998
                                                               --------  --------
<S>                                                            <C>       <C>
Current assets:
  Cash and cash equivalents................................... $ 41,932     3,134
  Trade receivables, net of allowances for doubtful accounts
   of $7,065 and $8,766.......................................   78,329    99,620
  Notes and other receivables.................................   11,614    10,129
  Inventories (note 5) .......................................  187,567   172,665
  Deferred income tax assets (note 12)........................    2,491    31,623
  Prepaid expenses and other current assets ..................   14,452    13,873
  Assets held for sale .......................................      112    11,471
                                                               --------  --------
    Total current assets .....................................  336,497   342,515
Investments in affiliates ....................................      518     2,425
Property, plant and equipment, net (note 6) ..................  149,641   142,351
Intangible assets, less accumulated amortization of $46,786
 and $41,043 (notes 3 and 7)..................................  114,248   116,908
Other assets and long-term receivables, net of allowances for
 doubtful accounts of $521 and $706...........................   20,531     5,850
                                                               --------  --------
                                                               $621,435   610,049
                                                               ========  ========
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------
Current liabilities:
  Short-term debt (note 8).................................... $  8,409     5,640
  Current installments of long-term obligations (note 9) .....    6,923     6,977
  Accounts payable............................................   48,375    49,221
  Accrued interest expense....................................    5,982     1,223
  Accrued compensation and employee benefits .................   18,897    17,228
  Other accrued expenses (note 15) ...........................   73,662    66,917
                                                               --------  --------
    Total current liabilities ................................  162,248   147,206
Long-term obligations, less current installments (notes 2, 9
 and 14) .....................................................  496,173   172,246
Deferred income tax liabilities (note 12).....................   17,046    15,730
Other noncurrent liabilities (note 13)........................   53,919    59,838
                                                               --------  --------
    Total liabilities ........................................  729,386   395,020
                                                               --------  --------
Minority interests in consolidated subsidiaries ..............    9,166     6,143
Senior redeemable preferred stock (aggregate liquidation
 preference of $186,723) (note 10)............................  178,329       --
Stockholders' equity (deficit) (notes 9, 10, 11 and 19):
  Preferred stock ............................................      --        --
  Common stock................................................      210       204
  Additional paid-in capital .................................  436,351   418,462
  Accumulated deficit ........................................ (299,581) (195,171)
  Accumulated other comprehensive income......................  (12,426)  (14,449)
  Unearned compensation--restricted shares ...................      --       (160)
                                                               --------  --------
                                                                124,554   208,886
  Treasury stock, at cost (10,500,000 shares) (note 2) ....... (420,000)      --
                                                               --------  --------
    Total stockholders' equity (deficit) ..................... (295,446)  208,886
                                                               --------  --------
Commitments and contingencies (notes 9, 11, 13 and 15)
                                                               $621,435   610,049
                                                               ========  ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                     Year ended January 31,
                                                    ---------------------------
                                                      1999      1998     1997
                                                    ---------  -------  -------
<S>                                                 <C>        <C>      <C>
Net sales.........................................  $ 697,421  736,875  741,138
Cost of goods sold................................    413,124  424,349  449,333
                                                    ---------  -------  -------
    Gross profit..................................    284,297  312,526  291,805
Selling, general and administrative expenses .....    263,892  234,257  233,761
Amortization of intangible assets ................      5,633    7,101   31,837
Provision for restructuring operations (note 4) ..      6,598    1,866   10,670
                                                    ---------  -------  -------
    Operating income..............................      8,174   69,302   15,537
Other income (expense):
  Interest income ................................      2,453    2,574    1,419
  Interest expense and amortization of debt issue
   costs and premium .............................    (39,954) (19,918) (35,670)
  Other income (expense)--net (notes 15 and 16) ..    (25,351)  28,294   18,821
                                                    ---------  -------  -------
    Income (loss) before income taxes, minority
     interest, and extraordinary item ............    (54,678)  80,252      107
Income tax expense (note 12) .....................    (26,800) (23,088) (10,389)
Minority interest in earnings of subsidiaries.....       (840)    (287)  (1,041)
                                                    ---------  -------  -------
    Income (loss) before extraordinary item ......    (82,318)  56,877  (11,323)
Extraordinary item--loss on extinguishment of
 debt,
  net of income tax benefit of $3,959 and $9,930
   (notes 2 and 9) ...............................     (6,460) (16,178)     --
                                                    ---------  -------  -------
    Net income (loss) ............................    (88,778)  40,699  (11,323)
Senior redeemable preferred stock dividends and
 accretion of senior redeemable preferred stock
 discount (note 10) ..............................    (15,632)     --       --
                                                    ---------  -------  -------
    Net income (loss) to common stockholders......  $(104,410)  40,699  (11,323)
                                                    =========  =======  =======
Income (loss) per common share--basic:
    Income (loss) before extraordinary item ......  $   (6.79)    2.81     (.71)
    Extraordinary item ...........................      (0.45)    (.80)     --
                                                    ---------  -------  -------
      Net income (loss) per share.................  $   (7.24)    2.01     (.71)
                                                    =========  =======  =======
Income (loss) per common share--assuming dilution:
    Income (loss) before extraordinary item.......  $   (6.79)    2.70     (.71)
    Extraordinary item ...........................      (0.45)    (.77)     --
                                                    ---------  -------  -------
      Net income (loss) per share.................  $   (7.24)    1.93     (.71)
                                                    =========  =======  =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                       Accumu-
                                                        lated                       Unearned
                                                        other             Compre-   compen-      Note
                                            Additional compre-  Accumu-   hensive    sation   receivable
                         Preferred  Common   paid-in   hensive   lated    income   restricted    from    Treasury
                         stock(1)  stock(2)  capital   income   deficit   (loss)     shares    officer    stock
                         --------- -------- ---------- -------  --------  -------  ---------- ---------- --------
<S>                      <C>       <C>      <C>        <C>      <C>       <C>      <C>        <C>        <C>
Balance, January 31,
 1996...................   $--       159     261,842    (2,338) (224,547)               --     (10,000)    --
 Net loss...............    --       --          --        --    (11,323) (11,323)      --         --      --
 Foreign currency
  translation
  adjustment............    --       --          --     (2,999)      --    (2,999)      --         --      --
                                                                          -------
   Comprehensive income
    (loss)..............    --       --          --        --        --   (14,322)      --         --      --
                                                                          =======
 Issuance of 55,000
  shares of common
  stock to an officer
  for cash (note 11)....    --       --        1,004       --        --                 --         --      --
 Stock award of 60,000
  shares of restricted
  common stock to an
  officer (note 11).....    --         1       1,094       --        --              (1,095)       --      --
 Issuance of 513 shares
  to directors for
  services (note 11)....    --       --           19       --        --                 --         --      --
 Amortization of
  restricted stock
  award to compensation
  expense (note 11).....    --       --          --        --        --                 388        --      --
 Compensation expense
  accrued for stock
  bonus awards
  (note 11).............    --       --          503       --        --                 --         --      --
 Exercise of employee
  stock options and
  related income tax
  benefits (note 11)....    --       --          591       --        --                 --         --      --
 Reclassification of
  accrued compensation
  for stock options
  exercised.............    --       --        1,699       --        --                 --         --      --
 Payment of note
  receivable
  (note 11).............    --       --          --        --        --                 --      10,000     --
                           ----      ---     -------   -------  --------             ------    -------     ---
Balance, January 31,
 1997...................    --       160     266,752    (5,337) (235,870)              (707)       --      --
 Net income.............    --       --          --        --     40,699   40,699       --         --      --
 Foreign currency
  translation
  adjustment............    --       --          --    (9,112)       --   (9,112)       --         --      --
                                                                          -------
   Comprehensive income
    (loss)..............    --       --          --        --        --    31,587       --         --      --
                                                                          =======
 Issuance of 3,300,000
  shares of common
  stock in public
  offering, net of
  offering costs and
  underwriting discount
  of $8,303 (note 19)...    --        33     130,209       --        --                 --         --      --
 Issuance of 4,032
  shares to directors
  for services
  (note 11).............    --       --          174       --        --                 --         --      --
 Issuance of 1,033,203
  shares for exercise
  of employee stock
  options and related
  income tax benefits,
  net of 889,450 shares
  exchanged (notes 11
  and 19)...............    --        11      20,617       --        --                 --         --      --
 Amortization of
  restricted stock
  award to compensation
  expense (note 11).....    --       --          --        --        --                 547        --      --
 Compensation expense
  accrued for stock
  bonus awards
  (note 11).............    --       --          710       --        --                 --         --      --
                           ----      ---     -------   -------  --------             ------    -------     ---
Balance, January 31,
 1998...................   $--       204     418,462   (14,449) (195,171)              (160)       --      --
</TABLE>

                                                                     (Continued)

                                      F-5
<PAGE>

                    SAMSONITE CORPORATION AND SUBSIDIARIES

    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)--(Continued)
                     (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                        Accumu-
                                                         lated                       Unearned
                                                         other             Compre-   compen-      Note
                                             Additional compre-  Accumu-   hensive    sation   receivable
                          Preferred  Common   paid-in   hensive   lated    income   restricted    from    Treasury
                          stock(1)  Stock(2)  capital   income   deficit   (loss)     shares    officer    Stock
                          --------- -------- ---------- -------  --------  -------  ---------- ---------- --------
<S>                       <C>       <C>      <C>        <C>      <C>       <C>      <C>        <C>        <C>
 Net loss...............    $--       --          --        --    (88,778) (88,778)    --         --           --
 Foreign currency trans-
  lation adjustment.....     --       --          --      2,023       --     2,023     --         --           --
                                                                           -------
 Comprehensive income
 (loss).................     --       --          --        --        --   (86,755)    --         --           --
                                                                           =======
 Issuance of 17,655
  shares to directors
  for services
  (note 11).............     --         1         169       --        --               --         --           --
 Issuance of 494,649
  shares for exercise of
  employee stock options
  and 116,667 shares for
  stock bonus awards
  (note 11).............     --         5       7,705       --        --               --         --           --
 Amortization of re-
  stricted stock award
  to compensation ex-
  pense (note 11).......     --       --          --        --        --               160        --           --
 Compensation expense
  accrued for stock bo-
  nus awards (note 11)..     --       --          473       --        --               --         --           --
 Compensation expense
  for stock options
  (note 11).............     --       --        3,722       --        --               --         --           --
 Common stock warrants
  issued with redeemable
  preferred stock (note
  10)...................     --       --        5,820       --        --               --         --           --
 Preferred stock divi-
  dends and accretion of
  discount (note 10)....     --       --          --        --    (15,632)             --         --           --
 Purchase of 10,500,000
  shares for treasury
  (note 2)..............     --       --          --        --        --               --         --      (420,000)
                            ----      ---     -------   -------  --------              ---        ---     --------
Balance, January 31,
 1999...................    $--       210     436,351   (12,426) (299,581)             --         --      (420,000)
                            ====      ===     =======   =======  ========              ===        ===     ========
</TABLE>
- --------
(1) $.01 par value; 2,000,000 shares authorized; 186,723 redeemable shares
    issued and outstanding at January 31, 1999.
(2) $.01 par value; 60,000,000 shares authorized; 21,000,039, 20,371,068 and
    16,033,833 shares issued at January 31, 1999, 1998 and 1997, respectively
    and 10,500,039, 20,371,068 and 16,033,833 outstanding at January 31, 1999,
    1998 and 1997, respectively.

         See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                     Year ended January 31,
                                                    --------------------------
                                                      1999     1998     1997
                                                    --------  -------  -------
<S>                                                 <C>       <C>      <C>
Cash flows from operating activities:
  Net income (loss)................................ $(88,778)  40,699  (11,323)
  Adjustments to reconcile net income (loss) to net
   cash provided
   by (used in) operating activities:
    Nonoperating loss (gain) items:
      Loss on extinguishment of debt...............    6,460   16,178      --
      Loss (gain) on disposition of assets held for
       sale
       and fixed assets, net.......................   (3,243)     377       62
    Depreciation and amortization of property,
     plant and equipment...........................   21,421   21,493   22,052
    Amortization of debt issue costs and premium...    1,336      888    1,932
    Amortization of intangible assets..............    5,633    7,101   31,837
    Amortization of stock awards and stock issued
     for services..................................    1,112    1,431      910
    Deferred income tax expense....................   33,393    4,750    1,365
    Adjustment of liability for PBGC claims........      --       --   (11,100)
    Adjustment of allowances for contingencies from
     previous operations...........................      --    (5,299)     --
    Adjustment of reserves related to prior years'
     tax provisions................................      --   (12,700)     --
    Compensation expense for adjustment of stock
     options.......................................    3,722      --       --
    Net provision for doubtful accounts............      396    4,341    2,815
    Net provision for restructuring operations.....    6,598    1,866   10,670
    Changes in operating assets and liabilities:
      Trade and other receivables..................   21,299  (13,177) (17,850)
      Inventories..................................  (11,579) (35,686) (19,335)
      Other current assets.........................     (745)    (440)   3,431
      Accounts payable and accrued liabilities.....    2,882   (8,696)   9,027
    Other adjustments--net.........................     (968)  (4,915)     853
                                                    --------  -------  -------
      Net cash provided by (used in) operating
       activities..................................   (1,061)  18,211   25,346
                                                    --------  -------  -------
Cash flows provided by (used in) investing
 activities:
  Proceeds from sale of assets held for sale,
   property and equipment and other asset..........   17,608    1,625    2,323
  Purchases of property, plant and equipment:
    By Company and wholly-owned subsidiaries.......  (24,827) (30,189) (25,465)
    By less than 100% owned subsidiaries...........   (1,852)  (6,124)  (5,628)
  Acquisition of foreign distributorships..........   (2,451)  (2,547)     --
  Other............................................   (4,125)    (707)  11,753
                                                    --------  -------  -------
      Net cash used in investing activities........ $(15,647) (37,942) (17,017)
                                                    --------  -------  -------
</TABLE>

                                                                     (continued)

                                      F-7
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS--(Continued)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                      Year ended January 31,
                                                    ----------------------------
                                                      1999       1998     1997
                                                    ---------  --------  -------
<S>                                                 <C>        <C>       <C>
Cash flows provided by (used in) financing
 activities:
  Net borrowings (payments) of senior credit
   facility.......................................  $  33,948    53,628   (8,000)
  Proceeds from issuance of senior subordinated
   notes..........................................    350,000       --       --
  Proceeds from issuance of senior preferred
   stock..........................................    175,000       --       --
  Issuance costs for senior subordinated notes,
   senior redeemable preferred stock and senior
   credit facility................................    (23,583)     (467)     --
  Purchase of treasury stock......................   (420,000)      --       --
  Retirement of Series B Notes, including redemp-
   tion
   premiums.......................................    (60,781) (154,755)     --
  Proceeds from long-term obligations--other......    381,021     4,657   26,206
  Payments of long-term obligations--other........   (393,914)  (25,980) (35,901)
  Proceeds from (payments of) short-term debt--
   net............................................       (385)    4,096   (7,231)
  Proceeds from public stock offering, net of
   offering costs.................................        --    130,242      --
  Proceeds from sale of common stock and exercise
   of stock options...............................      7,401     7,012    1,327
  Payment of note receivable from officer.........        --        --    10,000
  Other, net......................................      2,905     2,621    1,907
                                                    ---------  --------  -------
      Net cash provided by (used in) financing
       activities.................................     51,612    21,054  (11,692)
                                                    ---------  --------  -------
Effect of exchange rate changes on cash and cash
 equivalents......................................      3,894    (7,532)  (2,473)
                                                    ---------  --------  -------
      Net increase (decrease) in cash and cash
       equivalents................................     38,798    (6,209)  (5,836)
Cash and cash equivalents, beginning of year......      3,134     9,343   15,179
                                                    ---------  --------  -------
Cash and cash equivalents, end of year............  $  41,932     3,134    9,343
                                                    =========  ========  =======
Supplemental disclosures of cash flow information:
  Cash paid during the year for interest..........  $  33,822    20,451   33,194
                                                    =========  ========  =======
  Cash paid during the year for income taxes,
   net............................................  $   8,719     8,733    3,210
                                                    =========  ========  =======
</TABLE>

Noncash transactions:
     During the years ended January 31, 1999, 1998, and 1997, property
     and equipment were acquired under capital lease financing
     transactions aggregating $1,141, $924, and $1,281, respectively.
     Other noncash transactions are described in notes 3, 10, 11, 15, and 16.


          See accompanying notes to consolidated financial statements.

                                      F-8
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           January 31, 1999 and 1998

(1) Summary of Significant Accounting Policies

  (a) General Business

  Samsonite Corporation was formerly known as Astrum International Corp.
("Astrum"). On July 14, 1995, Astrum merged with its wholly-owned subsidiary,
Samsonite Corporation, and changed its name to Samsonite Corporation. Samsonite
Corporation and subsidiaries (the "Company") is engaged in the manufacture and
sale of luggage and related products throughout the world, primarily under the
Samsonite, American Tourister, and Lark brand names. The principal customers of
the Company are department/specialty retail stores, mass merchants, catalog
showrooms, and warehouse clubs. The Company also sells its luggage and other
travel-related products through its Company-owned stores.

  (b) Basis of Presentation

  On May 25, 1993, the United States Bankruptcy Court for the Southern District
of New York confirmed the Amended Plan of Reorganization (the "Plan") for
Astrum. Pursuant to the terms of the Plan, which became effective on June 8,
1993 (the "Effective Date"), Astrum completed a comprehensive financial
reorganization which reduced debt and annual interest expense (the
"Reorganization").

  The Reorganization has been accounted for pursuant to the American Institute
of Certified Public Accountants Statement of Position 90-7, entitled "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-
7"). SOP 90-7 requires that assets and liabilities be adjusted to their fair
values ("fresh-start" values) and that a new reporting entity be created. On
June 30, 1993, for accounting purposes, the Plan was consummated and SOP 90-7
was adopted. The accompanying consolidated financial statements include the
ongoing impact of the fresh-start reporting, the most significant of which
included the recording of Reorganization Value in Excess of Identifiable
Assets. Reorganization Value in Excess of Identifiable Assets was amortized
over a three-year period which ended in June 1996.

  (c) Principles of Consolidation

  The consolidated financial statements include the financial statements of
Samsonite Corporation and its wholly-owned and majority-owned subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation. The Company's foreign subsidiaries generally have December 31
year ends.

  Minority interests consist of other stockholders' ownership interests in
majority-owned subsidiaries of the Company.

  (d) Use of Estimates

  The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ significantly from those
estimates.

  (e) Cash Equivalents

  The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.

                                      F-9
<PAGE>

                    SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  (f) Inventories

  The Company values inventories at the lower of cost, using the first-in,
first-out ("FIFO") method, or market.

  (g) Investments in Affiliates

  Investments in affiliates for which the Company owns 20% to 50% are
accounted for under the equity method.

  At January 31, 1999, investments in affiliates primarily represent the
Company's investment in Chia Tai Samsonite (H.K.) Ltd., a 50% owned joint
venture formed to manufacture and distribute luggage in China.

  (h) Property, Plant and Equipment

  Property, plant and equipment acquired subsequent to the adoption of fresh-
start reporting are stated at cost. In connection with the adoption of fresh-
start reporting at June 30, 1993, the Company was required to adjust property,
plant and equipment to fair value. Assets under capital leases are stated at
the present value of the future minimum lease payments. Improvements which
extend the life of an asset are capitalized. Maintenance and repair costs are
expensed as incurred.

  Depreciation and amortization are provided on the straight-line method over
the estimated useful lives of the assets as follows:

<TABLE>
      <S>                                                       <C>
      Buildings................................................  24 to 65 years
      Machinery, equipment and other...........................  2 to 20 years
</TABLE>

  (i) Intangible Assets

  As a result of adopting fresh-start reporting in 1993, the Company recorded
Reorganization Value in Excess of Identifiable Assets which became fully
amortized in June of 1996. Tradenames, licenses, patents and other intangibles
were recorded at fair value based upon independent appraisals. These assets
are amortized on a straight-line basis over their estimated useful lives which
are primarily as follows:

<TABLE>
      <S>                                                       <C>
      Tradenames...............................................  20 to 40 years
      Licenses, patents and other..............................  2 to 20 years
</TABLE>

  The Company accounts for these intangible assets at the lower of amortized
cost or fair value. On an ongoing basis, the Company reviews the valuation and
amortization of intangible assets, taking into consideration any events or
circumstances which may have diminished the recorded value.

  (j) Debt Issuance Costs

  Costs incurred in connection with the issuance of new debt instruments are
deferred and included in other assets. Such costs are amortized over the term
of the related debt obligation.

  (k) Per Share Data

  The Company computes earnings (loss) per share in accordance with the
requirements of Statement of Financial Account Standards No. 128, Earnings Per
Share ("SFAS 128"). SFAS 128 requires the disclosure of "basic" earnings per
share and "diluted" earnings per share. Basic earnings per share is computed
by dividing income available to common stockholders by the weighted average
number of common shares outstanding. Diluted earnings per share is computed by
dividing income available to common stockholders by the weighted average
number of common shares outstanding increased for potentially dilutive common
shares outstanding

                                     F-10
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

during the period. The dilutive effect of stock options, warrants, and their
equivalents is calculated using the treasury stock method.

  Loss before extraordinary item per common share and net loss per common share
for the years ended January 31, 1999 and 1997 is computed based on a weighted
average number of shares of common stock outstanding during the period of
14,416,857 and 15,971,157, respectively. Basic earnings per common share and
earnings per common share--assuming dilution are the same for the years ended
January 31, 1999 and 1997 because of the antidilutive effect of stock options
and awards when there is a net loss from operations.

  The following table presents a reconciliation of the numerators and
denominators of basic earnings per common share and earnings per common share--
assuming dilution for the year ended January 31, 1998:

<TABLE>
<CAPTION>
                                                                      Per Share
                                                 Income      Shares    Amount
                                               ----------- ---------- ---------
<S>                                            <C>         <C>        <C>
Earnings per common share--basic:
  Income before extraordinary item available
   to common
   stockholders............................... $56,877,000 20,235,802   $2.81
                                                                        =====
  Add dilutive effect of stock options and
   awards.....................................         --     850,783
                                               ----------- ----------
Earnings per common share--assuming dilution:
  Income before extraordinary item available
   to common stockholders plus assumed
   conversions................................ $56,877,000 21,086,585   $2.70
                                               =========== ==========   =====
</TABLE>

  (l) Income Taxes

  The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes ("SFAS 109"). SFAS 109 requires recognition of deferred tax assets and
liabilities for operating loss and tax credit carryforwards and the estimated
future tax consequences attributable to temporary differences between the
financial statement carrying amount of existing assets and liabilities and
their respective tax bases. Measurement of deferred tax assets and liabilities
is based upon enacted tax rates expected to apply to taxable income in the
years in which carryforwards and temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

  Deferred tax assets are reduced by a valuation allowance for the portion of
such assets for which it is more likely than not the amount will not be
realized. Deferred tax assets and liabilities are classified as current or
noncurrent based on the classification of the underlying asset or liability
giving rise to the temporary difference or the expected date of utilization of
carryforwards.

  (m) Self-Insurance

  The Company maintains self-insurance programs for certain workers'
compensation risks up to $300,000 per individual claim. The Company purchases
excess workers' compensation coverage for individual claims in excess of
$300,000.

  (n) Foreign Exchange Risk and Financial Instruments

  The accounts of the Company's foreign subsidiaries and affiliates are
generally measured using the local currency as the functional currency. For
those operations, assets and liabilities are translated into U.S. dollars at
period-end exchange rates. Income and expense accounts are translated at
average monthly exchange rates. Net exchange gains or losses resulting from
such translation are excluded from results of operations and

                                      F-11
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

accumulated as a separate component of stockholders' equity. Gains and losses
from foreign currency transactions are included in other income (expense). See
note 16.

  The Company enters into foreign exchange contracts in order to reduce its
economic exposure to fluctuations in currency exchange rates on certain foreign
operations and royalty agreements through the use of forward delivery
commitments. Generally, open forward delivery commitments are marked to market
at the end of each accounting period and corresponding gains and losses are
recognized in other income (expense). See note 16.

  With respect to trade receivables, concentration of credit risk is limited
due to the diversity in the Company's customer base and geographic areas
covered by the Company's operations. In certain European countries, the Company
receives negotiable trade acceptances as payment for goods with maturities from
60 to 90 days from the date of issuance. These instruments are generally
discounted to banks with recourse. At January 31, 1999, approximately
$15,188,000 of such instruments had been discounted and, by the terms of their
maturity dates, were uncollected by the holders. Any probable bad debt losses
for trade receivables or acceptances have been reserved for in the allowance
for doubtful accounts.

  (o) Accounting for Long-lived Assets

  The Company accounts for long-lived assets in accordance with the provisions
of Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of
("SFAS 121"). SFAS 121 requires impairment losses to be recorded on long-lived
assets, and certain identifiable intangible assets, used in operations when
indicators of impairment are present and the undiscounted future cash flows
(without interest charges) estimated to be generated by such assets are less
than the assets' carrying amount. Impairment is measured by the excess of the
assets' carrying amount over fair value. SFAS 121 also requires that long-lived
assets and certain identifiable intangibles that are expected to be disposed of
be reported at the lower of the carrying amount or fair value less costs to
sell.

  (p) Comprehensive Income

  Effective February 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS 130"). SFAS
130 requires that, as a part of a full set of financial statements, entities
must present other comprehensive income, which represents total non-stockholder
changes in equity. The accumulated balance of foreign currency translation
adjustments, excluded from net income, is presented in the consolidated balance
sheets as "accumulated other comprehensive income."

  (q) Revenue Recognition

  Revenues from wholesale product sales are recognized at the time of shipment,
and provisions are made for markdown allowances, returns and discounts at the
time product sales are recognized. Revenues from retail sales are recognized at
the point-of-sale to consumers.

  The Company licenses its brand names to certain unrelated third parties as
well as certain foreign subsidiaries and joint ventures. Net sales include
royalties earned of $16,450,000, $19,925,000, and $20,548,000 for the years
ended January 31, 1999, 1998, and 1997, respectively. Royalty revenues in
fiscal 1998 and 1997 include approximately $2,200,000 and $3,900,000,
respectively, from the sale of apparel trademarks in certain foreign countries.

  (r) Stock Based Compensation

  In fiscal 1998, the Company adopted Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). As
permitted under this standard, the Company has elected to

                                      F-12
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

follow Accounting Principles Board Opinion No. 25 Accounting for Stock Issued
to Employees ("APB 25"), in accounting for its stock options and other stock-
based employee awards. Pro forma information regarding net income and earnings
per common share, as calculated under the provisions of SFAS 123, is disclosed
in note 11.

  (s) Reclassifications

  Certain reclassifications were made to the consolidated financial statements
for prior periods to conform to the January 31, 1999 presentation.

(2) Recapitalization

  On June 24, 1998, the Company completed a recapitalization of the Company
(the "Recapitalization") involving the repurchase pursuant to a tender offer
for 10.5 million shares of the Company's common stock at a purchase price of
$40.00 per share ($420 million in the aggregate) and the refinancing of certain
existing indebtedness. The Company financed the Recapitalization through the
sale of $350 million of 10 3/4% senior subordinated notes, $175 million of 13
7/8% senior redeemable preferred stock and warrants, and a new bank senior
credit facility.

  On January 7, 1998, the Company announced it had engaged a financial advisor
to assist in the process of exploring various strategic alternatives designed
to enhance shareholder value. This process ultimately resulted in the
Recapitalization plan. In addition to the charges discussed below, the Company
recorded charges (included in selling, general and administrative expenses) of
approximately $4.8 million during the year ended January 31, 1999 for
financial, legal and other expenses associated with the Recapitalization and
the process of exploring alternative plans which were not ultimately
consummated. As described in note 11, the Company also recorded a $4.3 million
charge to compensation expense during the year ended January 31, 1999 in
connection with adjustments and modifications made to outstanding employee
stock options.

  During the year ended January 31, 1999, the Company completed a tender offer
and retired $52,269,000 principal amount of 11 1/8% Series B Subordinated Notes
(the "Series B Notes") representing 99% of the outstanding Series B Notes. The
Company paid a redemption premium and incurred other expenses totaling
approximately $8,512,000 to complete the tender offer. These costs, along with
$1,527,000 of deferred financing costs, were charged to expense and classified
as an extraordinary item, net of tax effects, in the accompanying statement of
operations for the year ended January 31, 1999. Also, in connection with the
Recapitalization, deferred financing costs related to the refinanced senior
credit facility of $380,000 were charged to expense and classified as an
extraordinary item, net of tax effects, in the accompanying statement of
operations for the year ended January 31, 1999.

(3) Purchases of Foreign Distributorships

  During the year ended January 31, 1999, the Company, through a 51% owned
joint venture, acquired two distributors in Argentina and Uruguay. The joint
venture paid and recorded goodwill of $2,451,000 for the purchase of the
distributorships, and recorded a liability for the estimated additional
purchase price due of approximately $1,267,000.

  During the year ended January 31, 1998, the Company formed a subsidiary,
Samsonite Korea Limited ("SKL"), which was owned 71% by the Company and 29% by
the Company's former distributor in South Korea. The Company contributed
$832,000 to SKL for its equity interest. SKL acquired the inventory, fixed
assets, and other assets of the distributorship and recorded approximately
$200,000 of goodwill. By agreement with its joint venture partner, the Company
acquired an additional 9% interest in SKL on October 1, 1998 for $8,000.

                                      F-13
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  During the year ended January 31, 1998, the Company formed a 100% owned
subsidiary, Samsonite Hong Kong Limited ("HKL"), which purchased the assets of
the Company's former Hong Kong distributor. The Company made investments or
advances to HKL of $1,715,000 for the purchase of inventory, fixed assets, and
other assets from the former Hong Kong distributor. Approximately $439,000 of
goodwill was recorded as a result of the purchase.

(4) Provision for Restructuring Operations

  Fiscal 1999

  The Company recorded a pretax restructuring provision in fiscal 1999 of
approximately $2,608,000 in connection with the Torhout, Belgium restructuring
primarily related to termination and severance costs for the elimination of
approximately 111 positions. Through January 31, 1999, approximately $1,900,000
has been charged against this accrual for such restructuring expenses.
Additionally, during fiscal 1999, a pre-tax charge of approximately $5,606,000
(of which approximately $2,200,000 is non-cash) was recorded in connection with
the U.S. Wholesale restructuring primarily related to termination and severance
costs for the elimination of approximately 227 positions and costs related to
the disposal of molding and other equipment representing excess capacity.
Through January 31, 1999, approximately $3,500,000 has been charged against
this accrual for such restructuring expenses. During the fourth quarter of
fiscal 1999, certain excess restructuring reserves of $1,616,000 were reversed
including $538,000 of excess accruals related to the fiscal 1997 reserve and
excess reserves of $1,078,000 related to the fiscal 1999 U.S. Wholesale
restructuring. The reversal of excess reserves was necessary because certain
expenses contemplated in the restructurings did not materialize.

  Fiscal 1998

  The Company recorded a pretax restructuring provision in fiscal 1998 of
$3,589,000 and adjusted for excess fiscal 1997 restructuring accruals by
$1,723,000, resulting in a net expense for restructuring operations in fiscal
1998 of $1,866,000. The fiscal 1998 restructuring provision was provided
primarily for costs associated with the involuntary termination of 180
manufacturing positions in Mexico and twenty management positions in the U.S.
and is comprised of estimated cash expenditures of $3,283,000 and non-cash
charges of $306,000. Through January 31, 1999, $3.1 million of costs had been
charged against the accrual.

  Fiscal 1997

  The Company recorded a restructuring provision of $10,670,000 in fiscal 1997
as a result of a restructuring program to consolidate functions and operations
in North America, Europe, and the Far East, and to reduce or eliminate certain
other operations.

  The restructuring plan included further consolidation of hardside luggage
production to Samsonite's largest U.S. facility located in Denver, Colorado
from other locations in the Americas, as well as consolidation of many
administrative and control functions to Denver. The plan included the
elimination of as many as 450 positions worldwide, including approximately 150
manufacturing positions and approximately 300 managerial, office and clerical
positions. The restructuring provision consisted primarily of costs associated
with involuntary employee terminations and was comprised of cash expenses of
$9,670,000 and non-cash expenses of $1,000,000, both on a pretax basis. Through
January 31, 1999, approximately $8,409,000 had been charged against the accrual
for restructuring expenses. Approximately $538,000 and $1,723,000 was
determined to be overaccrued and was credited to expense in fiscal years 1999
and 1998, respectively. At January 31, 1999 no amounts remain accrued for this
restructuring provision.

                                      F-14
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(5) Inventories

  Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                                  January 31,
                                                                ----------------
                                                                  1999    1998
                                                                -------- -------
                                                                 (In thousands)
      <S>                                                       <C>      <C>
      Raw materials and supplies............................... $ 47,014  47,814
      Work in process..........................................    8,059  10,476
      Finished goods...........................................  132,494 114,375
                                                                -------- -------
                                                                $187,567 172,665
                                                                ======== =======
</TABLE>

(6) Property, Plant and Equipment

  Property, plant and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                                January 31,
                                                              -----------------
                                                                1999     1998
                                                              --------  -------
                                                               (In thousands)
      <S>                                                     <C>       <C>
      Land................................................... $ 12,555   12,266
      Buildings..............................................   71,517   60,524
      Machinery, equipment and other.........................  141,306  133,778
                                                              --------  -------
                                                               225,378  206,568
      Less accumulated depreciation and amortization.........  (75,737) (64,217)
                                                              --------  -------
                                                              $149,641  142,351
                                                              ========  =======
</TABLE>

  Property, plant and equipment includes property and equipment under capital
leases as follows:

<TABLE>
<CAPTION>
                                                                   January 31,
                                                                 ---------------
                                                                  1999    1998
                                                                 ------- -------
                                                                 (In thousands)
      <S>                                                        <C>     <C>
      Buildings................................................. $ 4,452   4,178
      Machinery, equipment and other............................   4,518   2,707
                                                                 ------- -------
                                                                   8,970   6,885
      Less accumulated amortization............................. (1,424) (1,388)
                                                                 ------- -------
                                                                  $7,546   5,497
                                                                 ======= =======
</TABLE>

(7) Intangible Assets

  The following is a summary of intangible assets, net of accumulated
amortization:

<TABLE>
<CAPTION>
                                                                  January 31,
                                                                ----------------
                                                                  1999    1998
                                                                -------- -------
                                                                 (In thousands)
      <S>                                                       <C>      <C>
      Tradenames............................................... $105,059 108,556
      Licenses, patents and other..............................    9,189   8,352
                                                                -------- -------
                                                                $114,248 116,908
                                                                ======== =======
</TABLE>


                                      F-15
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(8) Short-term Debt

  As of January 31, 1999 and 1998, the Company had $8,409,000 and $5,640,000 of
short-term debt outstanding under foreign lines of credit, respectively. As of
January 31, 1999, the weighted average interest rate on foreign short-term
borrowings was 10.9%. The European subsidiaries had unused available borrowings
on foreign lines of credit and other foreign borrowing arrangements totaling
approximately $79.3 million as of January 31, 1999, which are generally
restricted for working capital purposes; however, the terms of the Company's
Senior Credit Facility and Senior Subordinated Notes limit additional amounts
which could be borrowed under such credit facilities.

  Other foreign subsidiaries had approximately $2.5 million available under
bank credit lines at January 31, 1999.

(9) Long-term Obligations

  Long-term obligations represent long-term debt and capital lease obligations
as follows:

<TABLE>
<CAPTION>
                                                                January 31,
                                                              -----------------
                                                                1999     1998
                                                              --------  -------
                                                               (In thousands)
      <S>                                                     <C>       <C>
      Senior Credit Facility (a)............................. $135,074  102,533
      Senior Subordinated Notes (b)..........................  350,000      --
      Other obligations (c)..................................   11,688   19,587
      Capital lease obligations (d)..........................    5,802    4,302
      Series B Notes (e).....................................      532   52,801
                                                              --------  -------
                                                               503,096  179,223
      Less current installments..............................   (6,923)  (6,977)
                                                              --------  -------
                                                              $496,173  172,246
                                                              ========  =======
</TABLE>

 (a) Senior Credit Facility

  On June 24, 1998, the Company entered into a new senior credit facility (the
"Senior Credit Facility"). The Senior Credit Facility provides for a $100
million credit facility (the "Revolving Credit Facility"), a term loan facility
in the amount of $60 million (the "U.S. Term Loan Facility") which was borrowed
by Samsonite Corporation, and a term loan facility in the aggregate principal
amount of Belgian francs 1,853,750,000, (equivalent to $50 million on the
closing date of the facility) (the "European Term Loan Facility"), which was
borrowed by Samsonite Europe N.V. The Company has the option in certain
circumstances to add additional lenders as parties to the Senior Credit
Facility in order to increase the Revolving Credit Facility by up to an
additional $50 million. The Revolving Credit Facility and the European Term
Loan Facility mature on June 24, 2003. The U.S. Term Loan Facility requires
principal repayments in each of the first five years of 1.0% of the original
principal balance and principal repayments in each of the sixth and seventh
years of 47.5% of the original principal balance. Borrowings under the Senior
Credit Facility accrue interest at rates adjusted periodically depending on the
Company's financial performance as measured each fiscal quarter and interest
rate market conditions. In addition, the Company is required to pay a
commitment fee of .625% on the unused portion of the Revolving Credit Facility.

  The obligations under the U.S. Term Loan Facility and the Revolving Credit
Facility are secured by inventory, accounts receivable, personal property,
intellectual property and other intangibles of Samsonite Corporation, 100% of
the capital stock of Samsonite Corporation's major domestic subsidiaries, and
66% of the capital stock of Samsonite Europe N.V. and other major non-domestic
subsidiaries. In connection with the

                                      F-16
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

waiver and amendment discussed below, the Company agreed to execute and deliver
to the lenders under the Senior Credit Facility a mortgage on its real estate
in Denver, Colorado.

  The Senior Credit Facility contains financial covenants which require the
Company to maintain certain debt to earnings and interest coverage ratios and
limitations on capital expenditures. The Senior Credit Facility also contains
covenants that, among other things, limit the ability of the Company (subject
to negotiated exceptions) to incur additional liens, incur additional
indebtedness, make certain kinds of investments, prepay or purchase subordinate
indebtedness and preferred stock, make distributions and dividend payments to
its stockholders, engage in affiliate transactions, make certain asset
dispositions, make acquisitions, and participate in certain mergers. At January
31, 1999, compliance with the interest coverage ratio was waived by the lenders
under the Senior Credit Facility. Effective March 22, 1999, the Senior Credit
Facility was amended to provide the Company with additional margin to operate
under the financial covenants. As of January 31, 1999, the Company had $6.3
million in letters of credit outstanding under the Senior Credit Facility.

  As a result of entering into an amended and restated bank senior credit
facility in fiscal 1998, which had significantly different terms and conditions
than a previous facility, the Company charged to expense the balance of
deferred financing costs relating to the previous facility totaling $3,989,000
and paid prepayment penalties of $279,000. These charges are recorded as part
of the extraordinary item from loss on extinguishment of debt, net of tax
effects, in the accompanying consolidated statement of operations for the year
ended January 31, 1998.

  (b) Senior Subordinated Notes

  On June 24, 1998, the Company issued and sold $350,000,000 principal amount
of 10 3/4% Senior Subordinated Notes due 2008 (the "10 3/4% Notes").

  Interest on the 10 3/4% Notes is payable in cash semiannually in arrears on
June 15 and December 15 of each year, commencing December 15, 1998. The 10 3/4%
Notes mature on June 15, 2008 and are redeemable at the option of the Company
in whole or in part, at any time on or after June 15, 2003, at redemption
prices ranging from 100.00% to 105.375% of the principal amount depending on
the redemption date, plus accrued interest. In addition, the Company, at its
option, may redeem in the aggregate up to 40% of the principal amount of the 10
3/4% Notes originally issued at any time and from time to time prior to June
15, 2001, at a redemption price equal to 110.75% of the principal amount
thereof, plus accrued interest, with the proceeds of one or more equity
offerings, provided that at least $210 million aggregate principal amount of 10
3/4% Notes remains outstanding immediately after the occurrence of any such
redemption.

  The indenture under which the 10 3/4% Notes were issued contains certain
covenants that, among other things, restrict the ability of the Company and its
restricted subsidiaries (as defined in the indenture) to incur additional
indebtedness, pay dividends and make certain other distributions, issue capital
stock of restricted subsidiaries, make certain investments, repurchase stock,
create liens, enter into transactions with affiliates, create dividend or other
payment restrictions affecting restricted subsidiaries, merge or consolidate,
and transfer or sell assets. The covenants are subject to a number of important
exceptions.

 (c) Other Obligations

  As of January 31, 1999, other obligations consist of various notes payable to
banks by foreign subsidiaries. The obligations bear interest at varying rates
and mature through 2002.

                                      F-17
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


 (d) Leases

  Future minimum payments under noncancelable capital leases, which relate
primarily to property and equipment, and noncancelable operating leases, which
relate primarily to retail floor space rental, at January 31, 1999 were as
follows:

<TABLE>
<CAPTION>
                                                             Capital Operating
                                                             leases   leases
                                                             ------- ---------
                                                              (In thousands)
   <S>                                                       <C>     <C>
   Year ending January 31:
     2000................................................... $ 2,081  15,156
     2001...................................................   1,758  12,990
     2002...................................................   1,445  10,603
     2003...................................................     693   7,260
     2004...................................................     412   3,739
     Thereafter.............................................     642   5,205
                                                             -------  ------
       Total minimum lease payments.........................   7,031  54,953
                                                                      ======
   Less amount representing interest........................ (1,227)
                                                             -------
   Present value of net minimum capital lease payments......   5,804
   Less current installments of minimum capital lease
    payments................................................ (1,658)
                                                             -------
   Long-term obligations under capital leases, excluding
    current installments.................................... $ 4,146
                                                             =======
</TABLE>

  Rental expense under cancelable and noncancelable operating leases pertaining
to continuing operations consisted of the following:

<TABLE>
<CAPTION>
                                                            Year ended January
                                                                    31,
                                                           ---------------------
                                                            1999    1998   1997
                                                           ------- ------ ------
                                                              (In thousands)
   <S>                                                     <C>     <C>    <C>
   Minimum rentals.......................................  $14,699 10,421 10,723
   Contingent rentals....................................    1,432  1,358    714
                                                           ------- ------ ------
                                                           $16,131 11,779 11,437
                                                           ======= ====== ======
</TABLE>

  Aggregate maturities of long-term obligations at January 31, 1999 were as
follows (in thousands):

<TABLE>
      <S>                                                              <C>
      Year ending January 31:
        2000.......................................................... $  5,265
        2001..........................................................    4,713
        2002..........................................................    2,102
        2003..........................................................    1,713
        2004..........................................................   90,218
        Thereafter....................................................  393,281
                                                                       --------
                                                                        497,292
        Obligations under capital leases..............................    5,804
                                                                       --------
          Total                                                        $503,096
                                                                       ========
</TABLE>

                                      F-18
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  (e) Series B Notes

  Interest at 11 1/8% per annum on the Series B Notes is payable semiannually
with principal due July 15, 2005. The Series B Notes may be redeemed after July
15, 2000 with the payment of certain redemption premiums; however, up to one-
third of the outstanding Series B Notes were allowed to be redeemed (at a
premium) before July 15, 1998, from the proceeds of the first two public equity
offerings the Company may have completed after the issuance of the Series B
Notes. As described in note 2, the Company completed a tender offer and retired
$52,269,000 principal amount of the Series B Notes representing 99% of the
outstanding Series B Notes.

  As described in note 19, the Company completed a public equity offering on
February 11, 1997 and used a portion of the offering proceeds to redeem Series
B Notes and repurchase Series B Notes in the market. Additional Series B Notes
were purchased using bank borrowings. A total of $137,199,000 principal amount
of Series B Notes were retired during the year ended January 31, 1998.
Redemption premiums of $17,277,000 paid in connection with the retirement of
the notes and deferred financing costs of $4,563,000 were charged to expense
and classified as part of the extraordinary item from loss on extinguishment of
debt, net of tax effects, in the accompanying consolidated statement of
operations for the year ended January 31, 1998.

  In connection with retirements of the Series B Notes, the indenture under
which the notes were issued was amended to eliminate substantially all the
covenants contained in the original indenture.

(10) Senior Redeemable Preferred Stock

  On June 24, 1998, the Company issued and sold 175,000 units consisting of
$175,000,000 aggregate liquidation preference of its 13 7/8% Senior Redeemable
Exchangeable Preferred Stock, liquidation preference $1,000 per share (the
"Senior Redeemable Preferred Stock") and warrants to acquire an aggregate of
1,959,000 shares of the Company's common stock at an exercise price of $13.02
per share, subject to antidilution adjustments.

  The Senior Redeemable Preferred Stock was issued as part of the financing
necessary to effect the Recapitalization described in note 2. The Senior
Redeemable Preferred Stock is recorded at its liquidation preference discounted
for unaccreted issuance costs and the value assigned to the warrants. The
preferred stock discount is being accreted by charging accumulated deficit over
the twelve-year term of the Senior Redeemable Preferred Stock.

  Holders of the Senior Redeemable Preferred Stock are entitled to receive,
when, as and if declared by the Board of Directors of the Company out of funds
legally available therefor, dividends on the Senior Redeemable Preferred Stock
at a rate per annum of 13 7/8% of the liquidation preference per share of
Senior Redeemable Preferred Stock, payable quarterly in arrears on each March
15, June 15, September 15 and December 15 commencing September 15, 1998. All
dividends are cumulative, whether or not earned or declared, on a daily basis
from June 24, 1998 and compound on a quarterly basis. Dividends may be paid, at
the Company's option, on any dividend payment date occurring on or prior to
June 15, 2003, either in cash or by the issuance of additional shares of Senior
Redeemable Preferred Stock with a liquidation preference equal to the amount of
such dividends; thereafter, dividends will be payable in cash. Dividends on the
Senior Redeemable Preferred Stock are accrued monthly to the liquidation
preference amount by charges to accumulated deficit for dividends expected to
be paid by issuing additional shares of Senior Redeemable Preferred Stock. The
dividend rate on the Senior Redeemable Preferred Stock is subject to increase
by 2% upon the occurrence of certain events including the failure to pay
dividends in cash after June 15, 2003 and failure to comply with certain
covenants and conditions. The Company's Senior Credit Facility and the
indenture under its Notes, contain limitations on the Company's ability to pay
cash dividends on the Senior Redeemable Preferred Stock.

                                      F-19
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  The Company is required to redeem all of the Senior Redeemable Preferred
Stock outstanding on June 15, 2010, at a redemption price equal to 100% of the
liquidation preference thereof, plus, without duplication, all accumulated and
unpaid dividends to the redemption date. The Senior Redeemable Preferred Stock
is redeemable at the option of the Company in whole or in part, at any time and
from time to time on or after June 15, 2001, at redemption prices ranging from
110% of the liquidation preference to 100% of the liquidation preference
depending on the redemption date.

  The Senior Redeemable Preferred Stock is exchangeable at the option of the
Company at any time for junior subordinated debentures of the Company or, at
the option of the Company, debentures of a holding company of the Company (in
either case, the "Exchange Debentures"), with an interest rate equal to the
dividend rate on the Senior Redeemable Preferred Stock, payable in cash or in
additional Exchange Debentures at the option of the issuer thereof until the
fifth anniversary of the issuance of the Senior Redeemable Preferred Stock and
in cash thereafter. The Senior Redeemable Preferred Stock and the Exchange
Debentures, if issued, will be redeemable at the option of the holders thereof
upon a change of control of the Company at a redemption price of 101% of
liquidation preference or principal amount, as the case may be, plus all
accumulated and unpaid dividends or interest thereon, as the case may be, to
the redemption date. The Senior Redeemable Preferred Stock contains, and the
Exchange Debentures, if issued, will contain, certain covenants that, among
other things, limit the Company's ability to incur additional indebtedness, pay
dividends and make certain other distributions, enter into transactions with
affiliates or merge or consolidate.

(11) Employee Stock Options and Awards

  At January 31, 1999, the Company has outstanding options under its 1995 Stock
Option and Incentive Award Plan and under an employment agreement (now expired)
with its former chief executive officer. As described in note 1(r), the Company
applies APB 25 in accounting for stock options and awards. Accordingly, no
compensation cost has been recognized for stock options granted at exercise
prices equal to or above fair market value at the date of grant. No performance
based options were issued during the three years ended January 31, 1999.

  In connection with the Recapitalization, the Company determined to adjust all
options that remained unexercised after the Recapitalization by reducing the
exercise price of each option by $12.50, but not to less than 25% of the
average trading price of the Company's common stock for a ten-day period
following the completion of the Recapitalization which was $10.00 per share. If
the $12.50 adjustment resulted in the exercise price of an option being reduced
to less than 25% of such average trading price or $2.50, the option holder had
the right to receive cash in lieu of further reduction of the option price when
such options become exercisable. As an alternative to accepting a $12.50
reduction in option price, the Company allowed holders of options to
voluntarily surrender their options to the Company and in exchange receive new
options to purchase a reduced number (approximately 42.7% fewer) of shares of
Company common stock at $10.00 per share with the same proportional vesting
schedule and performance criteria, if any, as the options surrendered. As a
result of the $12.50 reduction in option prices for certain of the outstanding
options, the Company recorded a charge to compensation expense during the year
ended January 31, 1999 pursuant to APB 25 of approximately $4.3 million for the
difference between the aggregate adjusted option prices and the post-
Recapitalization trading price of $10.00 per share. Approximately $0.6 million
of such compensation expense was paid in cash to option holders in lieu of
reducing option prices to less than 25% of the post-Recapitalization trading
price. Because of the adjustments to option prices in connection with the
Recapitalization and the compensation expense recorded under APB 25, the
Company reflected a credit in its pro forma compensation expense using the fair
value method under SFAS 123 for the year ended January 31, 1999.

                                      F-20
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Had the Company determined compensation cost for the stock options pursuant
to the fair value based accounting method consistent with the provisions of
SFAS 123, pro forma net income (loss) per common share would have been as
follows:
<TABLE>
<CAPTION>
                                                       Year ended January 31,
                                                      -------------------------
                                                        1999      1998   1997
                                                      ---------  ------ -------
                                                       (In thousands, except
                                                         per share amounts)
<S>                                                   <C>        <C>    <C>
Net income (loss) to common stockholders:
  As reported........................................ $(104,410) 40,699 (11,323)
                                                      =========  ====== =======
  Pro forma.......................................... $(103,112) 38,343 (12,922)
                                                      =========  ====== =======
Net income (loss) to common stockholders
 per share--basic:
  As reported........................................ $   (7.24)   2.01   (0.71)
                                                      =========  ====== =======
  Pro forma.......................................... $   (7.15)   1.89   (0.81)
                                                      =========  ====== =======
Net income (loss) to common stockholders
 per share--assuming dilution:
  As reported........................................ $   (7.24)   1.93   (0.71)
                                                      =========  ====== =======
  Pro forma.......................................... $   (7.15)   1.82   (0.81)
                                                      =========  ====== =======
</TABLE>

  The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions used for
grants in the three years ended January 31, 1999: no dividend yield for any
year; expected volatility of 39% for fiscal 1999, 29% for fiscal 1998 and 28%
for fiscal 1997; weighted-average risk-free interest rate of 4.8% for fiscal
1999, 5.5% for fiscal 1998 and 6.2% for fiscal 1997; and weighted average
expected lives of 4.3 years for fiscal 1999, 4.3 years for fiscal 1998, and 3.5
years for fiscal 1997.

  Pro forma net income (loss) reflects only options granted in the four years
ended January 31, 1999. Therefore, the full impact of calculating compensation
cost for stock options under SFAS 123 is not reflected in the pro forma net
income (loss) amounts presented because compensation cost is reflected over
option vesting periods (ranging from 2 to 5 years) and compensation cost for
options granted prior to February 1, 1995 is not considered.

  Directors' Stock Plan

  In fiscal 1996, the Company adopted the Samsonite Corporation 1996 Directors'
Stock Plan (the "Plan") and reserved 200,000 shares of its common stock for
issuance under the Plan. Under the Plan, each non-employee director may elect
to receive common stock for directors' fees valued at fair market value in lieu
of cash. At January 31, 1999, 22,200 shares of common stock had been issued
under the Plan.

  1995 and 1999 Stock Option and Incentive Award Plans

  The 1995 Stock Option and Incentive Award Plan (as Amended in 1996) ("the
1995 Plan") reserves 2,550,000 shares for the issuance of options as determined
by the compensation committee of the Board of Directors. The 1995 Plan provides
for the issuance of a variety of awards, including tax qualified incentive
stock options, nonqualified stock options, stock appreciation rights,
restricted stock awards or other forms of awards consistent with the purposes
of the 1995 Plan. Incentive stock options must be issued at exercise prices no
less than the market value of the common stock at the date of the grant.
Nonqualified stock options may be

                                      F-21
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

granted at option prices at or below the market value, but not at less than 50%
of the market value of the common stock at the date of the grant. Options
granted under the 1995 Plan may vest over a period of not more than ten years
as determined by the compensation committee. At January 31, 1999, all awards
under the 1995 Plan were nonqualified stock options.

  On July 15, 1998, the Board of Directors of the Company adopted the FY 1999
Stock Option and Incentive Award Plan (the "1999 Plan"), which was approved by
the Company's stockholders on August 28, 1998. The 1999 Plan has 750,000 shares
reserved for the issuance of a variety of awards, including tax qualified
incentive stock options, nonqualified stock options, stock appreciation rights,
restricted stock awards or other forms of awards consistent with the purposes
of the 1999 Plan. As of January 31, 1999, no awards have been made out of
shares reserved for the 1999 Plan.

  Former Chief Executive Officers' Employment Agreements

  Pursuant to the employment contract effective May 15, 1996 with the former
Chief Executive Officer, Richard R. Nicolosi, the Company granted Mr. Nicolosi
options to purchase 425,532 shares of common stock at an exercise price of
$18.25 per share. The exercise price for all of Mr. Nicolosi's options was
reduced to $5.75 per share in connection with the Recapitalization. Options to
purchase 186,170 shares of common stock (the "Series A Options") are time-
vesting options and options to purchase 239,362 shares of common stock (the
"Series B Options") are subject to certain performance requirements with
respect to accelerating vesting. The options have a five-year term. All of the
Series A and Series B Options have vested.

  Also in connection with the performance by Mr. Nicolosi of services pursuant
to his employment, the Company issued to Mr. Nicolosi 60,000 shares of
restricted common stock (the "Restricted Shares") which have all vested. The
Company recognized compensation expense for the market value ($18.25 per share)
of the shares at the date of grant over the two-year vesting period.

  Additionally, on June 6, 1996, the Company sold and issued to Mr. Nicolosi
55,000 shares of common stock at the market value of $18.25 per share, or an
aggregate purchase price of $1,003,750.

  Pursuant to an employment agreement with another former chief executive
officer dated April 13, 1995, certain options previously granted were canceled
and options to purchase 653,668 shares of common stock (granted June 8, 1993 at
market value) became fully vested and exercisable at $11.87 per share, as
adjusted by the terms of the option agreement for the spinoff of the water
treatment business. Under the employment agreement, the executive was also
granted options for 500,000 shares of common stock at $24.85 per share and
1,000,000 shares of common stock at $32.85 per share, as adjusted by the terms
of the option agreement for the spinoff of the water treatment business.
Options for 300,000 of such shares lapsed. The remaining options for 1,200,000
shares of common stock became fully exercisable upon the cessation of the
executive's employment as of May 15, 1996. On February 11, 1997, the executive
exercised all outstanding options for a total of 1,853,668 shares. The exercise
price was paid by the return of 889,450 shares of common stock owned by the
executive to the Company and cash of $6,622,139. See note 19.

  Also under the employment agreement, the Company sold 425,532 shares of
common stock to the executive for a $10 million promissory note which was
presented in the accompanying consolidated financial statements as a reduction
of stockholders' equity until it was repaid in full on October 11, 1996. The
note bore interest at 8 1/8% per annum and the Company agreed to pay the
executive additional compensation equal to the interest due on the note.

  Other Options and Stock Awards

  In October 1996, a former officer exercised options to purchase 17,500 shares
granted under an individual stock option agreement at an exercise price of
$11.14 per share.

                                      F-22
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Effective May 15, 1996, the Company entered into agreements ("Share Bonus
Agreements") with three executive officers to provide stock bonuses to each of
them of 38,889 shares of common stock ("Bonus Shares"), payable if the
executive remains continually employed by the Company through the earlier of
May 15, 1999 or one year after a change of control event. The shares are also
issuable in the event of certain types of terminations. Bonus Shares were
issued to one executive subsequent to his termination of employment on February
1, 1998 and the remaining compensation expense related to his shares was
recognized at that time. The Company is recognizing compensation expense equal
to the market value of the shares at May 15, 1996 ($18.25 per share) over the
vesting period for the two remaining executives. In connection with the
completion of the Recapitalization, the Share Bonus Agreements for the
remaining two executives were amended to permit the tender of Bonus Shares to
the Company. As a result, the Company purchased 20,026 of the Bonus Shares from
each of the two executive officers, representing the same percentage of shares
accepted in the Recapitalization from other stockholders. The remainder of the
outstanding Bonus Shares are subject to the original terms of the Share Bonus
Agreements, including the vesting provisions thereof.

  Stock Option Summary

  A summary of stock option transactions follows:

<TABLE>
<CAPTION>
                                                          Year ended January 31,
                                       ---------------------------------------------------------------
                                              1999                  1998                 1997
                                       -------------------- --------------------- --------------------
                                                  Weighted-             Weighted-            Weighted-
                                                   Average               Average              Average
                                                  Exercise              Exercise             Exercise
                                        Shares      Price     Shares      Price    Shares      Price
                                       ---------  --------- ----------  --------- ---------  ---------
<S>                                    <C>        <C>       <C>         <C>       <C>        <C>
Outstanding at beginning of year.....  2,565,050   $26.27    4,579,072   $24.79   2,171,168   $24.51
Granted..............................    218,000   $ 9.38      213,953   $40.16   2,754,142   $25.52
Exercised:
  By former Chief Executive Officer..        --             (1,853,668)  $23.73         --
  By others..........................   (494,649)  $14.97      (68,985)  $12.82     (28,870)  $11.18
Forfeited............................   (194,753)  $22.52     (305,322)  $32.27    (317,368)  $30.47
Adjustments for Recapitalization (see
 note 2).............................   (477,854)                  --                   --
                                       ---------            ----------            ---------
Outstanding at end of year...........  1,615,794   $ 7.39    2,565,050   $26.27   4,579,072   $24.79
                                       =========   ======   ==========   ======   =========   ======
Options exercisable at end of year...    981,419   $ 6.40      897,192   $21.82   2,176,945   $22.67
                                       =========   ======   ==========   ======   =========   ======
Weighted-average fair value of
 options granted during the year.....  $    3.60            $    13.17            $    7.59
                                       =========            ==========            =========
</TABLE>

  The following table summarizes information about stock options outstanding at
January 31,1999:

<TABLE>
<CAPTION>
                                Options Outstanding         Options Exercisable
                         --------------------------------- ---------------------
                                      Weighted-
                                       Average   Weighted-             Weighted-
                                      Remaining   Average               Average
        Range of           Number    Contractual Exercise    Number    Exercise
    Exercise Prices      Outstanding    Life       Price   Exercisable   Price
    ---------------      ----------- ----------- --------- ----------- ---------
<S>                      <C>         <C>         <C>       <C>         <C>
$2.50 to $8.50..........   824,612    3.2 years    $4.94     687,329     $4.88
$9.38 to $16.00.........   791,182    8.0 years    $9.94     294,090     $9.97
</TABLE>

                                      F-23
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(12) Income Taxes

  Income tax expense (benefit) attributable to income (loss) from operations
consists of:

<TABLE>
<CAPTION>
                                                   Current   Deferred  Total
                                                   --------  -------- -------
                                                        (In thousands)
   <S>                                             <C>       <C>      <C>
   Year ended January 31, 1999:
     U.S. federal................................. $(13,829)  29,944   16,115
     Foreign......................................    7,995    1,876    9,871
     U.S. state and local.........................     (759)   1,573      814
                                                   --------   ------  -------
                                                   $ (6,593)  33,393   26,800
                                                   ========   ======  =======
   Year ended January 31, 1998:
     U.S. federal................................. $  9,068    4,246   13,314
     Foreign......................................    7,841   (1,108)   6,733
     U.S. state and local.........................    1,429    1,612    3,041
                                                   --------   ------  -------
                                                    $18,338    4,750   23,088
                                                   ========   ======  =======
   Year ended January 31, 1997:
     U.S. federal................................. $    923    1,408    2,331
     Foreign......................................    7,443     (249)   7,194
     U.S. state and local.........................      658      206      864
                                                   --------   ------  -------
                                                   $  9,024    1,365   10,389
                                                   ========   ======  =======

  Components of income (loss) from operations before income taxes, minority
interest, and extraordinary item are as follows:

<CAPTION>
                                                    Year ended January 31,
                                                   --------------------------
                                                     1999      1998    1997
                                                   --------  -------- -------
                                                        (In thousands)
   <S>                                             <C>       <C>      <C>
   United States.................................. $(75,539)  63,633  (10,408)
   Other nations..................................   20,861   16,619   10,515
                                                   --------   ------  -------
       Total...................................... $(54,678)  80,252      107
                                                   ========   ======  =======
</TABLE>

                                      F-24
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Income tax expense (benefit) attributable to income (loss) from operations
differed from the amounts computed by applying the U.S. federal income tax rate
of 35% for fiscal 1999 and 1998, and 34% for fiscal 1997 as a result of the
following:

<TABLE>
<CAPTION>
                                                      Year ended January 31,
                                                      ------------------------
                                                        1999     1998    1997
                                                      --------  ------  ------
                                                          (In thousands)
<S>                                                   <C>       <C>     <C>
Computed "expected" tax expense (benefit)............ $(19,137) 28,088      36
Increase (decrease) in taxes resulting from:
  Foreign tax credits, net of valuation allowance....      --   (3,337)    --
  Increase (reduction) in valuation allowance........   44,077    (646)    --
  Tax rate differential on foreign earnings..........    2,570     916   3,320
  Amortization of intangibles........................      --      --    7,746
  State income taxes, net of federal benefit.........      529   1,977     570
  Deemed dividends from foreign subsidiary...........   15,901   1,057     --
  Adjustment of reserves related to prior year's tax
   provisions........................................  (17,100) (4,445)    --
  Other, net.........................................      (40)   (522) (1,283)
                                                      --------  ------  ------
Income tax expense................................... $ 26,800  23,088  10,389
                                                      ========  ======  ======
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of the net deferred tax asset are presented below:

<TABLE>
<CAPTION>
                                                               January 31,
                                                            ------------------
                                                              1999      1998
                                                            ---------  -------
                                                             (In thousands)
<S>                                                         <C>        <C>
Deferred tax assets:
  Accounts receivable valuation allowances................. $   3,934    5,550
  Inventory costs capitalized for tax purposes.............     1,614      931
  Other accruals and reserves accrued for financial
   reporting purposes......................................    37,129   38,088
  Post-retirement benefits accrued for financial reporting
   purposes................................................     6,472    6,338
  Foreign tax credit carryforwards.........................    26,787    8,820
  Net operating loss and minimum tax carryforwards.........    67,643   53,111
                                                            ---------  -------
    Total gross deferred tax assets........................   143,579  112,838
  Less valuation allowance.................................  (101,502) (34,888)
                                                            ---------  -------
      Deferred tax assets, net of valuation allowance......    42,077   77,950
                                                            ---------  -------
Deferred tax liabilities:
  Plant, equipment and intangibles, due to differences as a
   result of fresh start...................................    43,350   45,484
  Plant and equipment, due to differences in depreciation
   methods.................................................     9,993   10,037
  Other accruals and reserves..............................     3,289    6,536
                                                            ---------  -------
    Total gross deferred tax liabilities...................    56,632   62,057
                                                            ---------  -------
      Net deferred tax asset (liability)................... $ (14,555)  15,893
                                                            =========  =======
</TABLE>

                                      F-25
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  The components of the net current deferred tax asset and net noncurrent
deferred tax liability were as follows:

<TABLE>
<CAPTION>
                                                                  January 31,
                                                                ----------------
                                                                  1999     1998
                                                                --------  ------
                                                                (In thousands)
<S>                                                             <C>       <C>
Net current deferred tax asset:
  U.S. federal................................................. $    --   27,341
  Foreign......................................................    2,491   2,222
  U.S. state and local.........................................      --    2,060
                                                                --------  ------
                                                                   2,491  31,623
                                                                --------  ------
Net noncurrent deferred tax liability:
  U.S. federal.................................................      --    1,045
  Foreign......................................................   17,046  13,886
  U.S. state and local.........................................      --      799
                                                                --------  ------
                                                                  17,046  15,730
                                                                --------  ------
  Net deferred tax asset (liability)........................... $(14,555) 15,893
                                                                ========  ======
</TABLE>

  The valuation allowance for deferred tax assets was increased from
$34,888,000 at January 31, 1998 to $101,502,000 at January 31, 1999. The
increase in the valuation allowance is primarily based on an assessment of the
likelihood of the realization of net U.S. deferred tax assets in view of (i)
the current year net operating loss for book and tax purposes, (ii) expiration
dates for tax net operating losses incurred in prior years, and (iii) the
Company's forecasts of future taxable income taking into account the increased
level of ongoing interest expense as a result of the Recapitalization. The
valuation allowance was increased from $33,961,000 at January 31, 1997 to
$34,888,000 at January 31, 1998 primarily to allow for potential unused foreign
tax credit carryforwards, unused net operating losses, and unused future
deductions. If the Company should recognize a tax benefit for pre-
reorganization net operating losses, for which a valuation allowance had been
established, it would be applied to reduce intangible assets until exhausted
and then to increase additional paid-in capital.

  At January 31, 1999, the Company has net operating loss carryforwards of
approximately $173,129,000 million for federal income tax purposes, expiring at
various dates through 2012. As a result of the reorganization in 1993, the
Company had a change in ownership as defined by Section 382 of the Internal
Revenue Code. Consequently, utilization of the net operating loss carryforwards
is subject to an annual limitation of $17,200,000 per year, as adjusted for
unused yearly limitations.

  Deferred income taxes have been provided on undistributed earnings of foreign
subsidiaries to the extent that management plans to remit these earnings in the
future. Undistributed earnings of foreign subsidiaries and affiliates that are
permanently invested, and for which no deferred taxes have been provided,
amounted to approximately $71,860,000 and $81,660,000 as of January 31, 1999
and 1998, respectively.


                                      F-26
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

(13) Pension and Other Employee Benefits

  Certain subsidiaries of the Company have pension plans which provide
retirement benefits for eligible employees, generally measured by length of
service, compensation and other factors. The following tables provide combined
information relevant to the Company's pension and other employee benefit plans:

<TABLE>
<CAPTION>
                                                             Post Retirement
                                          Pension Benefits      Benefits
                                          -----------------  ----------------
                                           Fiscal Year Ended January 31,
                                          -----------------------------------
                                            1999     1998     1999     1998
                                          --------  -------  -------  -------
                                                   (In thousands)
   <S>                                    <C>       <C>      <C>      <C>
   Change in Benefit Obligation
     Benefit obligation at beginning of
      year............................... $191,718   86,063   10,620   10,285
     Service cost........................    1,950    2,290      526      465
     Interest cost.......................   13,498    6,350      792      715
     Plan participants' contributions....      --       --       333      309
     Amendments..........................      --       --       --       --
     Actuarial (gain)/loss...............   10,018    3,327    2,991     (316)
     Merger of assumed pension plans.....      --   101,305      --       --
     Benefits paid.......................  (18,994)  (6,437)    (760)    (833)
     Curtailments........................     (591)  (1,146)     --       --
     Special termination benefits........    1,737      --       --       --
     Translation adjustment..............      308      (34)     (10)      (5)
                                          --------  -------  -------  -------
       Benefit obligations at end of
        year.............................  199,644  191,718   14,492   10,620
                                          --------  -------  -------  -------
   Change in Plan Assets
     Fair value of plan assets at
      beginning of year..................  207,352  110,902      --       --
     Actual return on plan assets........   47,297   27,917      --       --
     Acquisition.........................       43   74,569      --       --
     Employer contribution...............      133    1,119      418      515
     Plan participants' contributions....      --       --       333      309
     Translation adjustment..............      --       128      --       --
     Benefits paid.......................  (20,560)  (7,283)    (751)    (824)
                                          --------  -------  -------  -------
       Fair value of plan assets at end
        of year..........................  234,265  207,352      --       --
                                          --------  -------  -------  -------
     Funded status.......................   34,621   15,634  (14,492) (10,620)
     Unrecognized net obligation gain....      --      (262)     --       --
     Unrecognized net actuarial gain.....  (61,779) (42,748)  (2,860)  (6,195)
     Unrecognized prior service cost.....    1,258      933      --       --
                                          --------  -------  -------  -------
       Prepaid (accrued) benefit cost.... $(25,900) (26,443) (17,352) (16,815)
                                          ========  =======  =======  =======
   Weighted Average Assumptions
     Discount rate.......................      7.0%     7.3%     7.0%     7.3%
     Expected return on plan assets......      8.5%     8.5%     N/A      N/A
     Rate of compensation increase.......      3.5%     3.5%     N/A      N/A
</TABLE>

  For post-retirement benefit measurement purposes, a 9% annual rate of
increase in the per capita cost of covered health care benefits was assumed for
fiscal 1999. The rate was assumed to decrease gradually to 5.5% for fiscal 2005
and remain at that level thereafter.

                                      F-27
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                             Pension          Post-
                                             Benefits  retirement Benefits
                                          ---------------  --------------------
                                            Fiscal Year Ended January 31,
                                          -------------------------------------
                                           1999     1998     1999       1998
                                          -------  ------  ---------  ---------
                                                    (In thousands)
<S>                                       <C>      <C>     <C>        <C>
Components of Net Periodic Benefit Costs
  Service cost..........................  $ 1,934   2,332        527        465
  Interest cost.........................   13,451   6,460        782        701
  Expected return on plan assets........  (15,657) (8,450)       --         --
  Amortization of prior service cost....      102     107        --         --
  Recognized net actuarial loss.........   (1,515)   (905)      (330)      (372)
  Recognized curtailment (gain)/loss....     (539) (1,113)       --         --
  Recognized termination benefit
   (gain)/loss..........................    1,737     --         --         --
                                          -------  ------  ---------  ---------
    Total net periodic benefit cost
     (income)...........................  $  (487) (1,569)       979        794
                                          =======  ======  =========  =========
</TABLE>

  Assumed health care cost trend rates have a significant effect on the amounts
reported for the post-retirement health care plans. A one-percentage-point
change in assumed health care cost trend rates would have the following
effects:

<TABLE>
<CAPTION>
                                                            1% Point 1% Point
                                                            Increase Decrease
                                                            -------- --------
                                                             (In thousands)
      <S>                                                   <C>      <C>
      Effect on total of service and interest cost
       components..........................................  $  186     (145)
      Effect on post-retirement benefit obligation.........  $1,513   (1,258)
</TABLE>

  For pension plans with accumulated obligations in excess of plan assets, the
projected benefit obligation, accumulated benefit obligation and fair value of
plan assets were $34,903,000, $34,186,000 and $32,669,000 as of January 31,
1999 and $31,289,000, $31,035,000 and $28,712,000 as of January 31, 1998.

  Plan assets are primarily invested in cash equivalents, equity securities and
fixed income instruments.

  The Company sponsors defined contribution plans, qualified under Section
401(k) of the Internal Revenue Code, which are offered to certain groups of
employees of substantially all U.S. operations. Expense related to continuing
operations of these plans was $797,000, $792,000 and $1,237,000 for the years
ended January 31, 1999, 1998 and 1997, respectively. The plans do not have
significant liabilities other than benefit obligations.

(14) Disclosures About Fair Value of Financial Instruments

  The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate
that value:

  Cash and Cash Equivalents, Trade Receivables, Accounts Payable, Short-term
 Debt, and Accrued Expenses

  The carrying amount approximates fair value because of the short maturity or
duration of these instruments.

  Senior Subordinated Notes

  The Company estimates that the fair value of the 10 3/4% Notes at January 31,
1999 approximates $280,000,000 based on recent interdealer transactions which
were priced at approximately $80.00 per $100.00 of principal.


                                      F-28
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

  Senior Credit Facility and Other Long-term Obligations

  The carrying value approximates the fair value of these instruments, which
primarily have floating interest rates that are fixed for periods not exceeding
six months.

  Foreign Currency Forward Delivery Contracts

  The fair value of foreign currency forward delivery contracts (see note 1n)
is estimated by reference to market quotations received from banks. At January
31, 1999 and 1998, the contract value of foreign currency forward delivery
agreements outstanding was approximately $73,990,000 and $26,357,000,
respectively. The settlement value of these instruments was at that date
approximately $75,647,000 and $24,963,000, respectively.

  Limitations

  Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

(15)  Litigation, Commitments and Contingencies

  Litigation

  The Company and certain related parties have been the subject of various
purported shareholder class action lawsuits and a purported derivative action
filed between March 13, 1998 and March 9, 1999 in various courts, including
Colorado State District Court, City and County of Denver; United States
District Court for the District of Colorado; and the Delaware Court of Chancery
(together, the "Shareholder Litigation"). On April 9, 1999, the Company entered
into an insurance agreement with a major insurance carrier whereby the carrier
assumed responsibility for the defense and ultimate resolution of the
Shareholder Litigation. In connection with the insurance agreement, the Company
entered into certain agreements and releases and agreed to make a cash premium
payment, net of potential future reimbursements, to the insurer ranging from an
estimated minimum payment of $7.0 million to a maximum payment of $17.5 million
depending on the ultimate cost to defend and resolve the pending litigation.
The Company is responsible for paying all legal defense costs prior to the
effective date of the insurance agreement, but expects that substantially all
costs incurred subsequent to the effective date to defend and resolve the
Shareholder Litigation will be covered by the insurance agreement. The Company
believes that substantially all costs it will incur to defend and resolve the
litigation have been accrued in the accompanying consolidated financial
statements as of January 31, 1999.

  Contingent Liability with Respect to the Old Notes

  The reorganization plan provides for payment in full of 100% of the allowed
claim of the holders of certain old notes ("Old Notes") of E-II Holdings, Inc.
(predecessor to Astrum), including approximately $16.4 million of interest on
overdue installments of interest accruing prior to the commencement of Astrum's
bankruptcy case. Various parties have challenged the allowability of the claim
on the basis that interest on overdue installments of interest is not permitted
under applicable non-bankruptcy law. The Company provided for this contingent
liability in its consolidated financial statements when it emerged from
bankruptcy in the amount of $16.4 million.

  During fiscal 1997, $4.0 million of such claims were settled for $0.2
million, resulting in the recording of $3.8 million of other nonoperating
income from the favorable settlement of this claim. The holders of the claim

                                      F-29
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

were Apollo Investment Fund, L.P. ("Apollo") and an affiliate of Apollo. At
January 31, 1997, Apollo and its affiliates owned 45.75% of the Company's
issued and outstanding common stock. During fiscal 1998, the Company recorded
other income of $2,060,000 from the favorable settlement of $2,139,000 of such
claims.

  As a result of a change in New York law in fiscal 1998, which adversely
affected the Company's ability to favorably settle the remaining claims, the
Company has entered into a non-binding agreement-in-principle to settle the
remaining amount of these claims for approximately $9.4 million. At January 31,
1999, other accrued expenses include $10.3 million provided for these remaining
claims. The Company expects final settlement to occur in the first half of
fiscal 2000.

  Union Agreements

  Union membership in the Company's European manufacturing plants varies from
country to country and is not officially known; however, it is probable that
most of the workers are affiliated with a union. Most European union contracts
have a one-year term. In the United States, 500 production employees are
unionized under a contract which next expires on April 9, 1999.

  Other

  In addition, the Company is a party to various other legal proceedings and
claims in the ordinary course of business; the Company believes that the
outcome of these other pending matters will not have a material adverse affect
on its consolidated financial position, results of operations or liquidity.

(16) Other Income (Expense), Net

  Other income (expense), net consisted of the following:

<TABLE>
<CAPTION>
                                                   Year ended January 31,
                                               --------------------------------
                                                 1999          1998       1997
                                               ---------  -------------- ------
                                                          (In thousands)
<S>                                            <C>        <C>            <C>
Net realized gains from foreign currency
 forward delivery contracts..................  $   1,420       6,463      2,829
Unrealized gain (loss) from foreign currency
 forward delivery contracts..................     (1,212)        --         --
Gain (loss) on disposition of assets held for
 sale and fixed assets, net..................      3,243        (377)       (62)
Equity in loss of unconsolidated affiliate...     (1,875)       (547)       (33)
Accrued costs related to shareholder litiga-
 tion (note 15), favorable
 adjustments to accruals and allowances re-
 lated to previous operations and accrual for
 taxes recorded in connection with the Reor-
 ganization referred to in note 1(b).........    (23,200)     24,909     15,431
Other, net...................................     (3,727)     (2,154)       656
                                               ---------      ------     ------
                                               $ (25,351)     28,294     18,821
                                               =========      ======     ======
</TABLE>

                                      F-30
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(17)  Quarterly Financial Information (Unaudited)

  The following is a summary of the unaudited quarterly financial information:

<TABLE>
<CAPTION>
                                                    Three months ended
                                         -------------------------------------------
                                                     July
                                         April 30,    31,    October 31, January 31,
                                           1998      1998       1998       1999(a)
                                         ---------  -------  ----------- -----------
                                         (In thousands, except per share amounts)
<S>                                      <C>        <C>      <C>         <C>
Net sales..............................  $ 156,676  163,662    199,079     178,004
                                         =========  =======    =======     =======
Gross profit...........................  $  59,403   64,128     86,592      74,174
                                         =========  =======    =======     =======
Income (loss) before extraordinary
 item..................................  $  (4,703) (27,097)     2,966     (53,484)
                                         =========  =======    =======     =======
Net income (loss)......................  $ (10,927) (27,333)     2,966     (53,484)
                                         =========  =======    =======     =======
Net loss to common stockholders........  $ (10,927) (29,912)    (3,415)    (60,156)
                                         =========  =======    =======     =======
Income (loss) per share attributable to
 common stockholders--basic and
 assuming dilution:
  Income (loss) before extraordinary
   item................................  $   (0.23)   (1.81)     (0.33)      (5.76)
                                         =========  =======    =======     =======
  Net income (loss)....................  $   (0.54)   (1.82)     (0.33)      (5.76)
                                         =========  =======    =======     =======
</TABLE>

<TABLE>
<CAPTION>
                                                  Three months ended
                                       ----------------------------------------
                                        April    July
                                         30,      31,   October 31, January 31,
                                         1997    1997      1997        1998
                                       -------- ------- ----------- -----------
                                       (In thousands, except per share amounts)
<S>                                    <C>      <C>     <C>         <C>
Net sales............................. $169,562 179,545   211,104     176,664
                                       ======== =======   =======     =======
Gross profit.......................... $ 70,269  78,228    89,859      74,170
                                       ======== =======   =======     =======
Income before extraordinary item...... $  8,499  20,291    23,519       4,568
                                       ======== =======   =======     =======
Net income............................ $  1,866  17,301    16,955       4,577
                                       ======== =======   =======     =======
Income per share attributable to com-
 mon
 stockholders--basic:
  Continuing operations before
   extraordinary item................. $    .43    1.00      1.15         .22
                                       ======== =======   =======     =======
  Net income.......................... $    .09     .85       .83         .22
                                       ======== =======   =======     =======
Income per share attributable to com-
 mon
 stockholders--assuming dilution:
  Income before extraordinary item.... $    .41     .96      1.11         .22
                                       ======== =======   =======     =======
  Net income.......................... $    .09     .82       .80         .22
                                       ======== =======   =======     =======
</TABLE>
- --------
(a) In the fourth quarter of fiscal 1999, the Company revised its estimate of
    the likelihood of the realizability of deferred tax assets related to U.S.
    operations. As a result, the valuation allowance for deferred tax assets
    was increased and accruals for tax reserves were reduced resulting in an
    net fourth quarter charge to income tax expense of approximately $16.7
    million.

                                      F-31
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(18) Information Concerning Business Segments

  During the year ended January 31, 1999, the Company adopted SFAS No. 131,
Disclosure About Segments of an Enterprise and Related Information, which
changes the way the Company reports information about its operating segments.
Certain information for 1998 and 1997 has been reclassified from the prior
year's presentation in order to conform to the 1999 presentation.

  The Company has one line of business: the manufacture and distribution of
luggage and other travel-related products. Management of the business and
evaluation of operating results is organized primarily along geographic lines
dividing responsibility for the Company's operations as follows: The Americas,
which include the United States comprised of wholesale and retail operations,
Canada, Latin America, and South America; Europe; Asia, which includes India,
China, Singapore, South Korea, Taiwan and Hong Kong; and Other which primarily
includes licensing revenues from non-luggage brand names owned by the Company,
royalties from the Japanese luggage licensee and corporate overhead.

  The accounting policies of the segments are the same as those described in
the summary of significant accounting policies (see note 1). The Company
evaluates the performance of its segments based on operating income of the
respective business units. Intersegment sales prices are market based.

  Segment information for the years ended January 31, 1999, 1998 and 1997 is as
follows:

<TABLE>
<CAPTION>
                                    U.S.     U.S.    Other             Other
1999                      Europe  Wholesale Retail  Americas  Asia   Operations Eliminations Totals
- ----                     -------- --------- ------- -------- ------  ---------- ------------ -------
                                                       (In thousands)
<S>                      <C>      <C>       <C>     <C>      <C>     <C>        <C>          <C>
Revenues from external
 customers.............. $304,986  179,577  128,595  45,588  22,902    15,773          --    697,421
Intersegment revenues... $  2,040   55,772      --    6,330   9,068       --       (73,210)      --
Operating income (loss)
 (a).................... $ 39,709  (32,403)   9,319     236     484   (13,893)       4,722     8,174
Total assets............ $185,226  131,547   33,004  48,737  26,581   295,656      (99,316)  621,435
Capital expenditures.... $ 10,062    9,841    3,289   1,038   2,323       126          --     26,679
Depreciation and
 amortization........... $ 11,933    7,396    1,975   1,065   1,554     6,720       (3,589)   27,054
1998
- ----
Revenues from external
 customers.............. $277,155  269,766  108,896  40,653  21,881    18,524          --    736,875
Intersegment revenues... $  7,486   38,422      --    9,914  11,181       --       (67,003)      --
Operating income (loss)
 (a).................... $ 35,627   30,701    6,838  (2,312)   (342)   (2,759)       1,549    69,302
Total assets............ $171,710  161,343   42,683  71,983  34,568   698,665     (570,903)  610,049
Capital expenditures.... $ 18,650    4,616    4,849   1,328   6,271       599          --     36,313
Depreciation and
 amortization........... $ 11,600    7,651    1,239     864     941     9,962       (3,663)   28,594
1997
- ----
Revenues from external
 customers.............. $280,788  292,297   78,499  43,364  26,244    19,946          --    741,138
Intersegment revenues... $  5,053    5,202      --    4,482   1,966       --       (16,703)      --
Operating income
 (loss)(a).............. $ 27,723   14,037    4,880     314   2,604   (42,165)       8,144    15,537
Total assets............ $184,819  149,671   21,767  62,468  15,214   690,097     (531,378)  592,658
Capital expenditures     $  9,215   10,189    2,138   1,848   4,297     3,406          --     31,093
Depreciation and
 amortization........... $ 15,416    8,187      685     972      86    32,763      (4,220)    53,889
</TABLE>
- --------
(a) Operating income (loss) represents net sales less operating expenses. In
    computing operating income (loss) none of the following items have been
    added or deducted: interest income, interest expense, other--net, income
    taxes, minority interest, and extraordinary items. General corporate
    expenses and amortization of reorganization value in excess of identifiable
    assets are included in other operations.

   The Company enters into foreign exchange contracts in order to reduce its
   exposure to fluctuations in currency exchange rates (primarily the Belgian
   franc) on certain foreign operations and royalty agreements through the use
   of forward delivery commitments. For the years ended January 31, 1999, 1998
   and 1997, the Company had net gains (losses) from such transactions of
   $208,000, $6,463,000 and $2,829,000, respectively, which are included in
   nonoperating income (see note 16).

                                      F-32
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Long-lived assets relating to the Company's operations by geographic area is as
follows:

<TABLE>
<CAPTION>
                                                                  January 31,
                                                                ----------------
                                                                  1999    1998
                                                                -------- -------
                                                                 (In thousands)
      <S>                                                       <C>      <C>
      United States............................................ $ 67,402  65,187
      Belgium..................................................   44,923  40,293
      Other Europe.............................................   19,554  19,623
      Other....................................................   17,762  17,248
                                                                -------- -------
                                                                $149,641 142,351
                                                                ======== =======
</TABLE>

(19) Stock Sales

  On April 9, 1999, the Company announced that it plans to commence a $75
million rights offering to its stockholders to strengthen its capitalization.
Under the terms of the rights offering, the Company would distribute, on a pro
rata basis, to all of its common stockholders of record as of a date to be
determined, transferable rights to purchase additional shares of common stock.
It is currently contemplated that the rights will be exercisable at a price of
$6.00 per share. Affiliates of Apollo Investment Fund, L.P. ("Apollo"),
Samsonite's largest stockholder, have agreed to purchase their full pro rata
share of the common shares offered in the rights offering and to "backstop" the
rights offering by purchasing additional common shares not purchased by other
stockholders, subject to a maximum aggregate subscription by Apollo of $37.5
million.

  Apollo has funded in advance its pro rata subscription amount by purchasing
$25.4 million of non-voting convertible junior preferred stock. The preferred
stock purchased by Apollo has an initial conversion rate that equates to $6.00
per share and is the economic equivalent of 4,235,000 shares of common stock.
Subject to SEC clearance and further Board action, Samsonite intends to
commence the common stock rights offering during the second quarter of 1999.
The rights offering will be made only by means of a prospectus.

  On February 11, 1997, the Company completed the sale of 3,300,000 shares of
its common stock in a public offering and received net cash proceeds therefrom
of approximately $130,242,000. In addition, the former CEO (see note 11)
exercised options for 1,853,668 common shares and sold these shares in the
public offering. The Company received approximately $6,600,000 in cash from the
exercise of these options.

                                      F-33
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)

<TABLE>
<CAPTION>
Column A                  Column B    Column C   Column D    Column E    Column F
- --------                 ---------- ------------ --------- ------------- --------
                                                                         Balance
                         Balance at                                       at End
                         Beginning                                          of
Description              of Period  Additions(a) Transfers Deductions(b)  Period
- -----------              ---------- ------------ --------- ------------- --------
<S>                      <C>        <C>          <C>       <C>           <C>
Year Ended January 31,
 1999
Allowance for Trade
 Receivables............  $ 8,766        396        --        (2,097)      7,065
Allowance for Long-Term
 Assets.................      706        --         --          (185)        521
                          -------      -----        ---       ------      ------
Total...................  $ 9,472        396        --        (2,282)      7,586
                          =======      =====        ===       ======      ======
Year Ended January 31,
 1998
Allowance for Trade
 Receivables............  $ 7,431      4,341        --        (3,006)      8,766
Allowance for Long-Term
 Assets.................    5,556        --         --        (4,850)        706
                          -------      -----        ---       ------      ------
Total...................  $12,987      4,341        --        (7,856)      9,472
                          =======      =====        ===       ======      ======
Year Ended January 31,
 1997
Allowance for Trade
 Receivables............  $ 8,152      2,815        --        (3,536)      7,431
Allowance for Long-Term
 Assets.................   10,104        --         --        (4,548)      5,556
                          -------      -----        ---       ------      ------
Total...................  $18,256      2,815        --        (8,084)     12,987
                          =======      =====        ===       ======      ======
</TABLE>
- --------
Notes:
(a)Amounts charged to costs and expenses.
(b) Bad debt write-offs and charges to allowances, net of other adjustments,
    reclassifications and exchange rate changes.

                                      F-34
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

                   UNAUDITED CONSOLIDATED BALANCE SHEETS

                 AS OF JULY 31, 1999 AND JANUARY 31, 1999

                              (In thousands)

<TABLE>
<CAPTION>
                                                           July 31, January 31,
                         ASSETS                              1999      1999
                         ------                            -------- -----------
<S>                                                        <C>      <C>
Current assets:
  Cash and cash equivalents..............................  $ 27,678    41,932
  Trade receivables, net of allowances for doubtful
   accounts of $8,207 and $7,065.........................    80,347    78,329
  Notes and other receivables............................     9,024    11,614
  Inventories (Note 2)...................................   167,306   187,567
  Deferred income tax assets.............................     2,559     2,491
  Prepaid expenses and other current assets..............    15,686    14,564
                                                           --------   -------
    Total current assets.................................   302,600   336,497
Investments in affiliates................................       319       518
Property, plant and equipment, net (Note 3)..............   142,689   149,641
Intangible assets, less accumulated amortization of
 $49,277 and $46,786 (Note 4)............................   111,402   114,248
Other assets and long-term receivables, net of allowances
 for doubtful accounts of $521...........................    18,087    20,531
                                                           --------   -------
                                                           $575,097   621,435
                                                           ========   =======
</TABLE>

<TABLE>
<CAPTION>
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
      ----------------------------------------------
<S>                                                        <C>        <C>
Current liabilities:
  Short-term debt (Note 5)................................ $  11,813     8,409
  Current installments of long-term obligations (Note 5)..     5,777     6,923
  Accounts payable........................................    46,681    48,375
  Accrued liabilities.....................................    74,712    98,541
                                                           ---------  --------
    Total current liabilities.............................   138,983   162,248
Long-term obligations, less current installments (Note
 5).......................................................   465,135   496,173
Deferred income tax liabilities...........................    14,367    17,046
Other noncurrent liabilities..............................    50,933    53,919
                                                           ---------  --------
    Total liabilities.....................................   669,418   729,386
                                                           ---------  --------
Minority interests in consolidated subsidiaries ..........     9,387     9,166
Senior redeemable preferred stock, aggregate liquidation
 preference of $203,446 and $190,034; 199,902 and 186,723
 shares issued and outstanding............................   192,254   178,329
Stockholders' equity (deficit) (Note 7):
  Preferred stock ($.01 par value; 2,000,000 shares
   authorized):
   Series Z preferred stock, convertible; authorized 2,000
   shares; issued and outstanding 1,000 shares (Note 1C)..    24,410       --
  Common stock ($.01 par value; 60,000,000 shares
   authorized; 21,013,612 and 21,000,039 shares issued;
   10,513,612 and 10,500,039 shares outstanding)..........       210      210
  Additional paid-in capital..............................   436,895   436,351
  Accumulated other comprehensive income..................   (19,674)  (12,426)
  Accumulated deficit.....................................  (317,803) (299,581)
                                                           ---------  --------
                                                             124,038   124,554
  Treasury stock, at cost (10,500,000 shares).............  (420,000) (420,000)
                                                           ---------  --------
    Total stockholders' equity (deficit)..................  (295,962) (295,446)
                                                           ---------  --------
Commitments and contingencies (Notes 1C, 5, 7 and 9)
                                                           $ 575,097   621,435
                                                           =========  ========
</TABLE>

   See accompanying notes to unaudited consolidated financial statements

                                      F-35
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

              FOR THE SIX MONTHS ENDED JULY 31, 1999 AND 1998

                   (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                   Six Months Ended July 31,
                                                   --------------------------
                                                       1999          1998
                                                   ------------  ------------
<S>                                                <C>           <C>
Net sales (Note 1G)............................... $    371,264       320,338
Cost of goods sold................................      215,522       196,805
                                                   ------------  ------------
    Gross profit..................................      155,742       123,533
Selling, general and administrative expenses......      128,272       130,448
Provision for restructuring operations............           --         8,214
Amortization of intangible assets.................        2,780         3,038
                                                   ------------  ------------
    Operating income (loss).......................       24,690      (18,167)
Other income (expense):
  Interest income.................................          998         1,547
  Interest expense and amortization of debt issue
   costs and premium..............................      (26,849)      (12,341)
  Other income--net (Note 6)......................        3,090         2,796
                                                   ------------  ------------
    Income (loss) before income taxes, minority
     interest,and extraordinary item..............        1,929      (26~,165)
Income tax expense................................      (5~,794)       (5,213)
Minority interest in earnings of subsidiaries.....         (432)         (420)
                                                   ------------  ------------
    Loss before extraordinary item................       (4,297)      (31,798)
Extraordinary item--loss on extinguishment of
 debt, net of income tax benefit of $3,959 (Note
 5)...............................................           --        (6,460)
                                                   ------------  ------------
    Net loss......................................       (4,297)      (38,258)
Senior redeemable preferred stock dividends and
 accretion of senior redeemable preferred stock
 discount.........................................      (13,925)       (2,579)
                                                   ------------  ------------
    Net loss to common stockholders............... $    (18,222)      (40,837)
                                                   ============  ============
 Income (loss) per common share--basic and
  diluted:
  Loss before extraordinary item.................. $      (1.73)        (1.87)
  Extraordinary loss..............................          --          (0.35)
                                                   ------------  ------------
    Net loss per share............................ $      (1.73)        (2.22)
                                                   ============  ============
</TABLE>

  See accompanying notes to unaudited consolidated financial statements.

                                      F-36
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

    UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                  FOR THE SIX MONTHS ENDED JULY 31, 1999
                      (In thousands, except share amounts)

<TABLE>
<CAPTION>
                                                       Accumulated
                                           Additional     Other
                          Preferred Common  Paid-In   Comprehensive Accumulated Comprehensive Treasury
                            Stock   Stock   Capital       Loss        Deficit       Loss       Stock
                          --------- ------ ---------- ------------- ----------- ------------- --------
<S>                       <C>       <C>    <C>        <C>           <C>         <C>           <C>
Balance, February 1,
 1999...................   $   --     210   436,351      (12,426)    (299,581)                (420,000)
 Issuance of shares to
  directors for
  services..............       --     --         68          --           --                       --
 Compensation expense
  accrued for stock
  bonus awards..........       --     --        138          --           --                       --
 Issuance of preferred
  stock (Note 1C).......    24,410    --        --           --           --                       --
 Exercise of employee
  stock options and
  issuance of stock
  award shares..........       --     --        338          --           --                       --
 Net loss...............       --     --        --           --        (4,297)      (4,297)        --
 Foreign currency
  translation
  adjustment............       --     --        --        (7,248)         --        (7,248)        --
                                                                                   -------
 Comprehensive loss.....       --     --        --           --           --       (11,545)
                                                                                   =======
 Senior redeemable
  preferred stock
  dividends and
  accretion of senior
  redeemable preferred
  stock discount........       --     --        --           --       (13,925)                     --
                           -------   ----   -------      -------     --------                 --------
 Balance, July 31,
  1999..................   $24,410    210   436,895      (19,674)    (317,803)                (420,000)
                           =======   ====   =======      =======     ========                 ========
</TABLE>

   See accompanying notes to unaudited consolidated financial statements

                                      F-37
<PAGE>

                     SAMSONITE CORPORATION AND SUBSIDIARIES

              UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE SIX MONTHS ENDED JULY 31 , 1999 AND 1998
                                 (In thousands)

<TABLE>
<CAPTION>
                                                    Six Months Ended July 31,
                                                    ---------------------------
                                                        1999          1998
                                                    ------------  -------------
<S>                                                 <C>           <C>
Cash flows provided by (used in) operating
 activities:
  Net loss........................................  $     (4,297)       (38,258)
  Adjustments to reconcile net loss to net cash
   provided
   by (used in) operating activities:
    Loss on extinguishment of debt................           --           6,460
    Depreciation and amortization of property,
     plant and equipment..........................        10,833         10,579
    Amortization of intangible assets.............         2,780          3,038
    Amortization of debt issue costs and premium..         1,082            183
    Provision for doubtful accounts...............         1,929            682
    Amortization of stock awards and stock issued
     for services.................................           207            750
    Compensation expense for adjustment of stock
     options......................................           331          3,722
    Provision for restructuring operations........           --           5,606
    Changes in operating assets and liabilities:
      Trade and other receivables.................        (2,899)        19,716
      Inventories.................................        20,261        (20,869)
      Prepaid expenses and other current assets...        (1,643)        (3,199)
      Accounts payable and accrued liabilities....       (26,410)       (11,702)
    Other adjustments--net........................           768            633
                                                    ------------  -------------
      Net cash provided by (used in) operating
       activities.................................         2,942        (22,659)
                                                    ------------  -------------
Cash flows provided by (used in) investing
 activities:
  Purchases of property, plant and equipment......       (11,009)       (12,946)
  Proceeds from sale of assets held for sale and
   property and equipment.........................           459         14,744
  Excess of purchase price over net assets
   acquired of South American distributorships....           --          (2,574)
  Other, net......................................        (1,393)        (1,905)
                                                    ------------  -------------
      Net cash used in investing activities.......       (11,943)        (2,681)
                                                    ------------  -------------
Cash flows provided by (used in) financing
 activities:
  Proceeds from issuance of preferred stock.......        25,410            --
  Proceeds from exercise of employee stock
   options........................................             6          7,114
  Proceeds from issuance of senior subordinated
   notes..........................................           --         350,000
  Proceeds from issuance of senior redeemable
   preferred stock................................           --         175,000
  Issuance costs of senior subordinated notes,
   senior preferred stock, and senior credit
   facility.......................................           --         (20,712)
  Purchase of treasury stock......................           --        (420,000)
  Retirement of subordinated notes, including
   redemption premium.............................           --         (60,781)
  Net borrowings (payments) of short-term
   obligations....................................         3,404          3,439
  Net borrowings (payments) on long-term
   obligations....................................       (25,186)         4,592
  Other, net......................................            70          3,463
                                                    ------------  -------------
      Net cash provided by financing activities...         3,704         42,115
                                                    ------------  -------------
Effect of exchange rate changes on cash and cash
 equivalents......................................        (8,957)         1,048
                                                    ------------  -------------
      Net increase (decrease) in cash and cash
       equivalents................................       (14,254)        17,823
Cash and cash equivalents, beginning of period....        41,932          3,134
                                                    ------------  -------------
Cash and cash equivalents, end of period..........  $     27,678         20,957
                                                    ============  =============
Supplemental disclosures of cash flow information:
  Cash paid during the period for interest........  $     26,085          8,446
                                                    ============  =============
  Cash paid during the period for income taxes....  $      6,874          2,208
                                                    ============  =============
</TABLE>

   See accompanying notes to unaudited consolidated financial statements

                                      F-38
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

           UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) General

 (a) Business

  Samsonite Corporation and subsidiaries (the "Company") was formerly known as
Astrum International Corp. ("Astrum"). On July 14, 1995, Astrum merged with its
wholly-owned subsidiary, Samsonite Corporation, and changed its name to
Samsonite Corporation. The Company is engaged in the manufacture and sale of
luggage and related products throughout the world, primarily under the
Samsonite, American Tourister, and Lark brand names. The principal customers of
the Company are department/specialty retail stores, mass merchants, catalog
showrooms and warehouse clubs. The Company also sells its luggage and other
travel related products through its Company-owned stores.

 (b) Basis of Presentation

  On May 25, 1993, the United States Bankruptcy Court for the Southern District
of New York confirmed the Amended Plan of Reorganization (the "Plan") for
Astrum. Pursuant to the terms of the Plan, which became effective on June 8,
1993, Astrum completed a comprehensive financial reorganization which reduced
debt and annual interest expense (the "Reorganization").

  The Reorganization has been accounted for pursuant to the American Institute
of Certified Public Accountants Statement of Position 90-7, entitled "Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code" ("SOP 90-
7"). SOP 90-7 requires that assets and liabilities be adjusted to their fair
values ("fresh-start" values) and that a new reporting entity be created. On
June 30, 1993, for accounting purposes, the Plan was consummated and SOP 90-7
was adopted. The consolidated financial statements include the ongoing impact
of fresh-start reporting.

 (c) Proposed Rights Offering and Sale of Preferred Stock

  The Company has announced that it plans to commence a $75 million rights
offering to its stockholders. Under the rights offering, the Company plans to
distribute, on a pro rata basis to all of its common stockholders of record as
of a date to be determined, transferable rights to purchase additional shares
of common stock at or about $6.00 per share. On April 7, 1999, the Company
entered into an agreement with Apollo Investment Fund, L.P. ("Apollo"),
together with its affiliates, Samsonite's largest stockholder, pursuant to
which Apollo agreed to make a "bridge" investment equal to the aggregate
subscription price of the rights distributable to Apollo and its affiliates in
the rights offering and to "backstop" the rights offering by purchasing
additional shares not subscribed for by other stockholders, subject to a
maximum total investment by Apollo of $37.5 million. Apollo subsequently agreed
to increase its backstop obligation by $12.5 million to $50.0 million. In
consideration of Apollo's agreement to make the bridge investment and to back-
stop the rights offering, the Company agreed to pay Apollo a fee of $1.0
million. Additionally, Artemis America Partnership has agreed to make up to a
$25.0 million investment in the Company by purchasing from Apollo, at Apollo's
cost, one-half of the shares that Apollo purchased pursuant to its bridge
investment and one-half of any shares that Apollo is obligated to purchase
pursuant to the backstop.

  In April, Apollo made its bridge investment of $25.4 million by purchasing
1,000 shares of Series Z Convertible Preferred Stock ("Series Z Preferred
Stock") which is initially convertible into the Company's common stock at a
rate of $6.00 per common share for a total of 4,235,000 shares. The Series Z
Preferred Stock has a nominal liquidation preference and is entitled to receive
dividends equal to the dividends payable on the shares of common stock into
which it is convertible. Part of the proceeds from Apollo's bridge investment
were used to pay the cash premium for an insurance policy covering various
lawsuits filed between March 13, 1998 and March 9, 1999 against the Company and
related parties, and to pay certain costs incurred to defend these lawsuits
(see Note 9). The $1.0 million fee payable to Apollo was recorded as a
reduction of the stated value of the series Z Preferred Stock.

                                      F-39
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

     UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


 (d) Interim Financial Statements

  The accompanying unaudited consolidated financial statements reflect all
adjustments, which are normal and recurring in nature, and which, in the
opinion of management, are necessary to a fair statement of the financial
position as of July 31, 1999 and results of operations for the six months ended
July 31, 1999 and 1998. These unaudited consolidated financial statements and
related notes should be read in conjunction with the consolidated financial
statements and related notes included in the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1999.

 (e) Use of Estimates

  The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period.
Actual results could differ significantly from those estimates.

 (f) Per Share Data

  The Company computes earnings (loss) per share in accordance with the
requirements of Statement of Financial Accounting Standards No. 128, Earnings
Per Share ("SFAS 128"). SFAS 128 requires the disclosure of "basic" earnings
per share and "diluted" earnings per share. Basic earnings per share is
computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding. Diluted earnings per share is
computed by dividing income available to common stockholders by the weighted
average number of common shares outstanding increased for potentially dilutive
common shares outstanding during the period. The dilutive effect of stock
options, warrants, convertible preferred stock and their equivalents is
calculated using the treasury stock method.

  Loss from continuing operations before extraordinary item per share and net
loss per share for the six months ended July 31, 1999 and 1998 is computed
based on a weighted average number of shares of common stock outstanding during
the period of 10,508,957 and 18,407,919, respectively. Basic earnings per share
and earnings per share--assuming dilution are the same for the six month
periods ended July 31, 1999 and 1998 because of the antidilutive effect of
stock options and awards where there is a net loss to common stockholders.

 (g) Royalty Revenues

  The Company licenses its brand names to certain unrelated third parties as
well as certain foreign subsidiaries and joint ventures. Net sales include
royalties earned of $7,979,000 and $7,349,000 for the six months ended July 31,
1999 and 1998, respectively.

 (h) Reclassifications

  Certain reclassifications were made to the consolidated financial statements
for prior periods to conform to the July 31, 1999 presentation.

                                      F-40
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

     UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Inventories

  Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                            July 31, January 31,
                                                              1999      1999
                                                            -------- -----------
                                                               (In thousands)
      <S>                                                   <C>      <C>
      Raw Materials........................................ $ 35,296    47,014
      Work in Process......................................    6,936     8,059
      Finished Goods.......................................  125,074   132,494
                                                            --------   -------
                                                            $167,306   187,567
                                                            ========   =======
</TABLE>

(3) Property, Plant and Equipment

  Property, plant and equipment consisted of the following:


<TABLE>
<CAPTION>
                                                          July 31,  January 31,
                                                            1999       1999
                                                          --------  -----------
                                                             (In thousands)
      <S>                                                 <C>       <C>
      Land............................................... $ 11,806     12,555
      Buildings..........................................   67,048     71,517
      Machinery, equipment and other.....................  142,328    141,306
                                                          --------    -------
                                                           221,182    225,378
      Less accumulated amortization and depreciation.....  (78,493)   (75,737)
                                                          --------    -------
                                                          $142,689    149,641
                                                          ========    =======
</TABLE>


  Depreciation included in cost of goods sold and selling, general and
administrative expenses related to adjustments of assets and liabilities to
fair value in connection with the adoption of SOP 90-7 consisted of the
following (in thousands):

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                   July 31,
                                                               -----------------
                                                                 1999     1998
                                                               -------- --------
                                                                (In thousands)
      <S>                                                      <C>      <C>
      "Fresh Start" Depreciation in Cost of Goods Sold........ $    404     723
      "Fresh Start" Depreciation in Selling, General and
       Administrative Expenses................................       88     161
                                                               -------- -------
        Total "Fresh Start" Depreciation...................... $    492     884
                                                               ======== =======
</TABLE>

  Property and equipment revalued in connection with the adoption of SOP 90-7
are being depreciated over their respective estimated useful lives, primarily
ranging from two to six years.

(4) Intangible Assets

  Intangible assets, net of accumulated amortization, consisted of the
following:

<TABLE>
<CAPTION>
                                                            July 31, January 31,
                                                              1999      1999
                                                            -------- -----------
                                                               (In thousands)
      <S>                                                   <C>      <C>
      Trademarks..........................................  $103,310   105,059
      Licenses, Patents and Other.........................     8,092     9,189
                                                            --------   -------
                                                            $111,402   114,248
                                                            ========   =======
</TABLE>


                                      F-41
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

     UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  Amortization of intangible assets, including amortization related to the
adjustments of assets and liabilities to fair value in connection with the
adoption of SOP 90-7, consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                               Six Months Ended
                                                                   July 31,
                                                               -----------------
                                                                 1999    1998
                                                               -------- --------
                                                                (In thousands)
      <S>                                                      <C>      <C>
      "Fresh Start" Amortization of Tradenames, Licenses,
       Patents
       and Other.............................................. $  2,519   2,863
      Other...................................................      261     175
                                                               -------- -------
                                                                 $2,780   3,038
                                                               ======== =======
</TABLE>

  "Fresh Start" amortization represents the expense arising from the adoption
of "fresh start" accounting in accordance with SOP 90-7. The reorganization
value in excess of identifiable assets was amortized over a three-year period
ending June 1996; licenses, patents and other are amortized over a period
ranging from one to twenty-three years, and tradenames are amortized primarily
over a period of forty years.

(5) Debt

  Debt consisted of the following:

<TABLE>
<CAPTION>
                                                         July 31,  January 31,
                                                           1999       1999
                                                         --------  -----------
                                                            (In thousands)
      <S>                                                <C>       <C>
      Senior Credit Facility (a)........................ $105,480    135,074
      Senior Subordinated Notes (b).....................  350,000    350,000
      Other obligations (c).............................   21,825     20,097
      Capital lease obligations.........................    4,888      5,802
      Series B Senior Subordinated Notes (d)............      532        532
                                                         --------    -------
        Total debt......................................  482,725    511,505
      Less short-term debt and current installments of
       long-term obligations............................  (17,590)   (15,332)
                                                         --------    -------
      Long-term obligations less current installments... $465,135    496,173
                                                         ========    =======
</TABLE>

(a) The Senior Credit Facility provides for a $100 million credit facility (the
    "Revolving Credit Facility"), a term loan facility in the amount of $60
    million (the "U.S. Term Loan Facility") which was borrowed by Samsonite
    Corporation, and a term loan facility in the aggregate principal amount of
    Belgian francs 1,853,750,000, (equivalent to $50 million on the closing
    date of the facility) (the "European Term Loan Facility"), which was
    borrowed by Samsonite Europe N.V. The Company has the option in certain
    circumstances to add additional lenders as partners to the Senior Credit
    Facility in order to increase the Revolving Credit Facility by up to an
    additional $50 million.

     Obligations under the U.S. Term Loan Facility and the Revolving Credit
  Facility are secured by inventory, accounts receivable, personal property,
  intellectual property and other intangibles of Samsonite Corporation, 100%
  of the capital stock of Samsonite Corporation's major domestic
  subsidiaries, 66% of the stock of Samsonite Europe N.V. and other major
  non-domestic subsidiaries and a mortgage on the Company's real estate in
  Denver, Colorado.

     The Senior Credit Facility contains financial covenants which require
  the Company to maintain certain debt to earnings and interest coverage
  ratios and limitations on capital expenditures. The Senior Credit Facility
  also contains covenants that, among other things, limit the ability of the
  Company (subject

                                      F-42
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

     UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

  to negotiated exceptions) to incur additional liens, incur additional
  indebtedness, make certain kinds of investments, prepay or purchase
  subordinate indebtedness and preferred stock, make distributions and
  dividend payments to its stockholders, engage in affiliate transactions,
  make certain asset dispositions, make acquisitions, and participate in
  certain mergers.

  During the six months ended July 31, 1998, deferred financing costs related
  to a refinancing of the Senior Credit Facility of $380,000 were charged to
  expense and classified as an extraordinary item, net of tax effects, in the
  accompanying statements of operations.

(b) The Senior Subordinated Notes (the "Notes") bear interest at 10 3/4% and
    mature on June 15, 2008. The Notes are redeemable at the option of the
    Company at various redemption prices as specified in the Notes. The
    indenture under which the Notes were issued contains certain covenants
    that, among other things, restrict the ability of the Company and its
    restricted subsidiaries (as defined in the indenture) to incur additional
    indebtedness, pay dividends and make certain other distributions, issue
    capital stock of restricted subsidiaries, make certain investments,
    repurchase stock, create liens, enter into transactions with affiliates,
    create dividend or other payment restrictions affecting restricted
    subsidiaries, merge or consolidate, and transfer or sell assets. The
    covenants are subject to a number of important exceptions.

(c) Other obligations consist of various notes payable (including short-term
    notes) to banks by foreign subsidiaries aggregating $17.9 million and $3.9
    million of secured financing arrangements with foreign banks.

(d) The Series B Senior Subordinated Notes (the "Notes") bear interest at 11
    1/8% and have a maturity date of July 15, 2005. During the three months
    ended April 30, 1998, the Company completed a tender offer for the Series B
    Notes and retired $52,269,000 principal amount of the Notes and paid
    redemption premium and other expenses of the tender offer totaling
    approximately $8,512,000. These costs, along with $1,527,000 of deferred
    financing costs, were charged to expense and classified as an extraordinary
    item, net of tax effects, in the accompanying statement of operations for
    the six months ended July 31, 1998.

(6) Other Income (Expense)--Net

  Other income (expense)--net consisted of the following:

<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                               July 31,
                                                           ------------------
                                                             1999     1998
                                                           --------  --------
                                                            (In thousands)
   <S>                                                     <C>       <C>
   Net realized gain from foreign currency forward
    delivery contracts.................................... $  1,238    1,425
   Unrealized gain from foreign currency forward delivery
    contracts.............................................    4,528      191
   Equity in loss of unconsolidated affiliate.............     (197)    (873)
   Gain (loss) on disposition of fixed assets, net........      (32)   4,369
   Other, net.............................................   (2,447)  (2,316)
                                                           --------  -------
                                                           $  3,090    2,796
                                                           ========  =======
</TABLE>

(7) Employee Stock Options

  The Company has authorized 2,550,000 shares for the granting of options under
the 1995 Stock Option and Award Plan and 750,000 shares for the granting of
options under the FY 1999 Stock Option and Incentive Award Plan. See Note 11 to
the consolidated financial statements included in the January 31, 1999 Form 10-
K for a description of these plans. In addition, the Company has outstanding
options and stock bonus awards to current and past executives in connection
with employment agreements.

  At July 31, 1999, the Company had outstanding options for a total of
1,814,688 shares at exercise prices ranging from $2.50 to $16.00 per share.
Options for 1,015,830 shares were exercisable at July 31, 1999 at a

                                      F-43
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

     UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

weighted average exercise price of $6.51 per share. Options for 2,358 shares
under the 1995 Stock Option and Award Plan were exercised at an average
exercise price of $2.50 per share during the six months ended July 31, 1999.

  In May 1996, the Company entered into agreements with three executive
officers to provide stock bonuses to each of them of 38,889 shares of common
stock ("Bonus Shares"), payable if the officer remains continually employed by
the Company through the earlier of May 15, 1999 or one year after a change of
control event or in the event of certain types of termination. Bonus Shares
vested and were issued to one executive subsequent to his termination of
employment on February 1, 1998 and the remaining compensation expense related
to his shares was recognized during the three months ended April 30, 1998. The
Company is recognizing compensation expense equal to the fair market value at
the date of the grant ($18.25 per share) over the vesting period for the two
remaining executives. In connection with the completion of the recapitalization
in fiscal 1999, the Share Bonus Agreements for the two remaining executives
were amended to permit the tender of Bonus Shares to the Company. As a result,
during fiscal 1999 the Company purchased 20,026 of the Bonus Shares from each
of the two executive officers, representing the same percentage of shares
accepted in the recapitalization from other stockholders. The remaining
outstanding Bonus Shares vested in May 1999.

(8) Segment Information

  Effective for the year ended January 31, 1999, the Company adopted SFAS No.
131, Disclosure About Segments of an Enterprise and Related Information, which
changes the way the Company reports information about its operating segments.
Certain information for July 31, 1998 has been reclassified from the prior
year's presentation in order to conform to the July 31, 1999 presentation.

  The Company has one line of business: the manufacture and distribution of
luggage and other travel-related products. Management of the business and
evaluation of operating results is organized primarily along geographic lines
dividing responsibility for the Company's operations as follows: The Americas,
which include the United States comprised of wholesale and retail operations,
Canada, Latin America, and South America; Europe; Asia, which includes India,
China, Singapore, South Korea, Taiwan and Hong Kong; and Other which primarily
includes licensing revenues from non-luggage brand names owned by the Company,
royalties from the Japanese luggage licensee and corporate overhead.

  The Company evaluates the performance of its segments based on operating
income of the respective business units. Intersegment sales prices are market
based.

  Segment information for the six months ended July 31, 1999 and 1998 is as
follows:

<TABLE>
<CAPTION>
   1999                                U.S.     U.S.   Other            Other
   ----                              --------- ------ --------        ----------
                             Europe  Wholesale Retail Americas  Asia  Operations Eliminations Totals
                            -------- --------- ------ -------- ------ ---------- ------------ -------
                                                         (In thousands)
   <S>                      <C>      <C>       <C>    <C>      <C>    <C>        <C>          <C>
   Revenues from external
    customers.............. $157,766  103,452  63,382  23,506  15,383    7,775          --    371,264
   Intersegment revenues... $  1,525   30,359     --      892   4,322       --      (37,098)      --
   Operating income
    (loss) (a)............. $ 22,007     (226)  2,669     836   2,073   (4,958)       2,289    24,690
   Total assets............ $175,184  160,523  35,191  46,907  29,269  225,265      (97,242)  575,097
   1998
   ----
   Revenues from external
    customers.............. $144,577   76,991  59,958  21,552  10,119    7,141          --    320,338
   Intersegment revenues... $  1,046   10,693     --    3,364   4,097      --       (19,200)      --
   Operating income
    (loss) (a)............. $ 16,232  (27,570)  4,442      (8)    157  (13,163)       1,743   (18,167)
   Total assets............ $175,864  156,735  29,785  49,747  21,907  766,705     (569,890)  630,853
</TABLE>

                                      F-44
<PAGE>


                  SAMSONITE CORPORATION AND SUBSIDIARIES

     UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

- --------

(a) Operating income (loss) represents net sales less operating expenses. In
    computing operating income (loss) none of the following items have been
    added or deducted: interest income, interest expense, other income--net,
    income taxes, minority interest and extraordinary items. General corporate
    expenses and amortization of intangibles are included in other operations.

  The Company enters into foreign exchange contracts in order to reduce its
  exposure to fluctuations in currency exchange rates (primarily the Belgian
  franc) on certain foreign operations and royalty agreements through the use
  of forward delivery commitments. For the six months ended July 31, 1999 and
  1998, the Company had net gains (losses) from such transactions of
  $5,766,000 and $1,616,000, respectively, which are included in nonoperating
  income.

(9) Litigation, Commitments and Contingencies

  The Company and certain related parties have been the subject of various
purported shareholder class action lawsuits and a purported derivative action
filed between March 13, 1998 and March 9, 1999 in various courts, including
Colorado State District Court, City and County of Denver; United States
District Court for the District of Colorado; and the Delaware Court of Chancery
(together, the "Shareholder Litigation"). In April 1999, the Company entered
into an insurance agreement with a major insurance carrier whereby the carrier
assumed responsibility for the defense and ultimate resolution of the
Shareholder Litigation and any other actions asserted at any time that involve
essentially the same or similar allegations, facts or circumstances as these in
the Shareholder Litigation. In connection with the insurance agreement, the
Company entered into certain agreements and releases and agreed to make a cash
premium payment, net of potential future reimbursements, to the insurer ranging
from an estimated minimum payment of $7.0 million to a maximum payment of $17.5
million depending on the ultimate cost to defend and resolve the pending
litigation. The Company is responsible for paying all legal defense costs prior
to the effective date of the insurance agreement. However, the Company expects
that substantially all costs incurred subsequent to the effective date to
defend and resolve the Shareholder Litigation will be covered by the insurance
agreement. The Company believes that its consolidated statements of operations
for the fiscal year ended January 31, 1999 reflect the accrual of substantially
all costs incurred and expected to be incurred in connection with these
lawsuits.

  In addition, the Company is a party to various other legal proceedings and
claims in the ordinary course of business; the Company believes that the
outcome of these other pending matters will not have a material adverse affect
on its consolidated financial position, results of operations or liquidity.

                                      F-45
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

  You may rely on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. This prospectus is not an offer to sell or a solicitation of an
offer to buy these securities in any state where the offer or sale is not
permitted. This prospectus is not an offer to sell or a solicitation of an
offer to buy these securities in any circumstance under which the offer or
solicitation is not permitted. The information contained in this prospectus is
correct only as of the date of this prospectus, regardless of the time of the
delivery of this prospectus or any sale of these securities.

                               ----------------

                             12,500,000 Shares

                             Samsonite Corporation

                                  Common Stock

                               ----------------

                                   Prospectus

                               ----------------

                             September  , 1999

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

<TABLE>
      <S>                                                            <C>
      SEC registration fee.........................................  $   13,786
      Printing and engraving expenses..............................      75,000
      Accountants' fees and expenses...............................      50,000
      Attorneys' fees and expenses.................................     900,000
      Apollo fee...................................................   1,000,000
      Miscellaneous................................................     386,214
                                                                     ----------
        Total......................................................  $2,425,000
                                                                     ==========
</TABLE>

  Samsonite will pay all of such expenses. All of the foregoing expenses are
estimated except the SEC registration fee.

Item 14. Indemnification of Directors and Officers.

Certificates of Incorporation and By-Laws

  Samsonite's Amended and Restated Certificate of Incorporation provides that
each person who is or was or had agreed to become a director or officer of
Samsonite, or each such person who is or was serving or who had agreed to serve
at the request of the Board of Directors of Samsonite as an employee or agent
of Samsonite or as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including the heirs,
executors, administrators or estate of such person), will be indemnified by
Samsonite, in accordance with Samsonite's By-Laws, to the full extent permitted
from time to time by the Delaware General Corporation Law (the "DGCL"), as the
same exists or may hereafter be amended or any other applicable laws as
presently or hereafter in effect. Samsonite's Amended and Restated Certificate
of Incorporation also specifically authorizes Samsonite to enter into
agreements with any person which provide for indemnification greater or
different from that provided by Samsonite's Amended and Restated Certificate of
Incorporation.

  Samsonite's By-Laws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she is a person of whom he or
she is the legal representative is or was a director, officer or employee of
Samsonite or is or was serving at the request of Samsonite as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, will be
indemnified and held harmless by Samsonite to the fullest extent authorized by
the DGCL as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment permits Samsonite to
provide broader indemnification rights than said law permitted Samsonite to
provide prior to such amendment), against all expense, liability and loss
(including, without limitation, attorneys' fees, judgments, fines, ERISA,
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer, employee or agent and will inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as described in
the next paragraph with respect to Proceedings seeking to enforce rights to
indemnification, Samsonite will indemnify any such person seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Board of Directors of Samsonite.

                                      II-1
<PAGE>

  Pursuant to Samsonite's By-Laws, if a claim described in the preceding
paragraph is not paid in full by Samsonite within thirty days after a written
claim has been received by Samsonite, the claimant may at any time thereafter
bring suit against Samsonite to recover the unpaid amount of the claim, and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim. Samsonite's By-Laws provide that it will
be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to Samsonite) that the claimant has not met the standards of conduct
which make it permissible under the DGCL for Samsonite to indemnify the
claimant for the amount claimed, but the burden of proving such defense will be
on Samsonite. Neither the failure of Samsonite (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by Samsonite (including its Board of Directors, independent legal
counsel or stockholders) that the claimant has not met such applicable standard
of conduct, will be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct. Samsonite's By-Laws
provide that following any "change in control" of Samsonite of the type
required to be reported under Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, any determination as to
entitlement to indemnification will be made by independent legal counsel
selected by the claimant, which independent legal counsel will be retained by
the Board of Directors on behalf of Samsonite.

  Samsonite's By-Laws provide that the right to indemnification and the payment
of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in Samsonite's By-Laws will not be exclusive of any other
right which any person may have or may hereafter acquire under any statute,
provision of Samsonite's Amended and Restated Certificate of Incorporation,
Samsonite's By-Laws, agreement, vote of stockholders or disinterested directors
or otherwise. Samsonite's By-Laws permit Samsonite to maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
Samsonite or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not Samsonite
would have the power to indemnify such person against such expense, liability
or loss under the DGCL. In addition, Samsonite's By-Laws authorize Samsonite,
to the extent authorized from time to time by Samsonite's Board of Directors,
to grant rights to indemnification, and rights to be paid by Samsonite the
expenses incurred in defending any Proceeding in advance of its final
disposition, to any agent of Samsonite to the fullest extent of the provisions
of Samsonite's By-Laws with respect to the indemnification and advancement of
expenses of directors, officers and employees of Samsonite.

  Samsonite's By-Laws provide that the right to indemnification conferred
therein will be a contract right and will include the right to be paid by
Samsonite the expenses incurred in defending any such Proceeding in advance of
its final disposition; provided, however, that if the DGCL requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a Proceeding, will be made only upon delivery to
Samsonite of an undertaking by or on behalf of such director or officer, to
repay all amounts so advanced if it is ultimately determined that such director
or officer is not entitled to be indemnified under Samsonite's By-Laws or
otherwise.

Indemnification Agreements.

  Samsonite has entered into indemnification agreements with certain of
Samsonite's directors and officers. The indemnification agreements require,
among other things, Samsonite to indemnify the officers and directors to the
fullest extent permitted by law, and to advance to such directors and officers
all related expenses, subject to reimbursement if it is subsequently determined
that indemnification is not permitted. Samsonite will also indemnify and
advance all expenses incurred by such directors and officers seeking to enforce
their rights under the indemnification agreements, and cover directors and
officers under Samsonite's directors' and officers' liability insurance.
Although such indemnification agreements will offer substantially the same
scope of

                                      II-2
<PAGE>

coverage afforded by provisions in Samsonite's Amended and Restated Certificate
of Incorporation and Samsonite's By-Laws, they provide greater assurance to
directors and officers that indemnification will be available because, as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors of Samsonite or by the stockholders to eliminate the rights provided
therein. Indemnification for officers of Samsonite is or will be provided for
in their respective employment agreements.

Item 15. Recent Sales of Unregistered Securities.

  On June 18, 1998, Samsonite issued and sold an aggregate of 175,000 Units
consisting of 175,000 shares of its 13 7/8% Senior Redeemable Exchangeable
Preferred Stock and Warrants to purchase 1,959,000 shares of Samsonite's common
stock to CIBC Oppenheimer Corp. The total purchase price for the Units was
$169.8 million. The sale of the Units was made in reliance on the exemption
from registration contained in Section 4(2) of the Securities Act of 1933 (the
"Securities Act"). Following this sale, resales were permitted (i) to Qualified
Institutional Buyers (as defined in Rule 144A under Securities Act) and (ii)
outside the United States in compliance with Regulation S under the Securities
Act.

  On August 24, 1998, Samsonite issued and sold $350 million aggregate
principal amount of its 10 3/4% Senior Subordinated Notes due 2008 to CIBC
Oppenheimer, BancAmerica Robertson Stephens, BancBoston Securities Inc. and
Goldman, Sachs & Co. for an aggregate purchase price of $340.4 million. This
sale of the 10 3/4% Senior Subordinated Notes was made in reliance on the
exemption from registration contained in Section 4(2) of the Securities Act.
Following this sale, resales were permitted (i) to Qualified Institutional
Buyers (as defined in Rule 144A under the Securities Act) and (ii) outside the
United States in compliance with Regulation S under the Securities Act.

  In April 1999, Samsonite issued and sold 1,000 shares of its Series Z
Convertible Preferred Stock to Apollo Investment Fund, L.P. This sale of Series
Z Convertible Preferred Stock was made in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act.


                                      II-3
<PAGE>

Item 16. Exhibits.

<TABLE>
<CAPTION>
 Exhibit
 Number                               Description
 -------                              -----------
 <C>     <S>
  2.1     Distribution Agreement dated as of July 14, 1995, between Samsonite
          and Culligan Water Technologies, Inc. (incorporated by reference
          from the Registration Statement on Form S-4 (Registration Number
          33-95642)).
  2.2     Tax Sharing Agreement dated as of July 14, 1995, between Samsonite
          and Culligan Water Technologies, Inc. (incorporated by reference
          from the Registration Statement on Form S-4 (Registration Number
          33-95642)).
  2.3     Samsonite's Second Amended Plan of Reorganization Under Chapter 11
          of the Bankruptcy Code, dated February 17, 1993 (the "Plan")
          (incorporated by reference from the Application for Qualification
          of Indenture on Form T-3 (File No. 22-24448)).
  2.4     Modification of the Plan, dated May 21, 1993 (incorporated by
          reference from Registration Statement on Form S-1 (Registration No.
          33-71224)).
  2.5     Notice to holders of Senior Subordinated Notes regarding the Stock
          Elections described in the Plan (incorporated by reference from the
          Registration Statement on Form S-1 (Registration
          No. 33-71224)).
  2.6     Order of the United States Bankruptcy Court for the Southern
          District of New York, dated May 25, 1993, confirming the Plan and
          authorizing and directing certain actions in connection therewith
          (incorporated by reference from the Registration Statement on Form
          S-1 (Registration No. 33-71224)).
  3.1     Amended and Restated Certificate of Incorporation of Samsonite
          (incorporated by reference from Samsonite's Annual Report on Form
          10-K for the fiscal year ended January 31, 1996 (File
          No. 0-23214)).
  3.2     Certificate of Ownership and Merger, dated July 14, 1995
          (incorporated by reference from the Registration Statement on Form
          S-4 (Registration Number 33-95642)).
  3.3     By-Laws of Samsonite (incorporated by reference from Samsonite's
          Annual Report on Form 10-K for the fiscal year ended January 31,
          1996 (File No. 0-23214)).
  4.1     Indenture, dated as of July 14, 1995, between Samsonite and United
          States Trust Company (incorporated by reference from the
          Registration Statement on Form S-4 (Registration Number 33-95642)).
  4.2     Specimen of Notes described in the Indenture (incorporated by
          reference from the Registration Statement on Form S-4 (Registration
          Number 33-95642)).
  4.3     Rights Agreement, dated as of May 12, 1998, between Samsonite and
          BankBoston, N.A., as Rights Agent, including the Form of
          Certificate of Designation, Preferences and Rights setting forth
          the terms of the Series B Junior Participating Preferred Stock, par
          value $0.01 per share, as Exhibit A, the Form of Rights Certificate
          as Exhibit B and the Summary of Rights to Purchase Series B Junior
          Participating Preferred Stock as Exhibit C (incorporated by
          reference from the Registration Statement on Form 8-A filed May 13,
          1998 under the Securities and Exchange Act of 1934 (File No. 0-
          23214)).
  4.4     First Amendment to the Rights Agreement, dated April 7, 1999
          (incorporated by reference from Samsonite's Quaterly Report on Form
          10-Q for the three months ended April 30, 1999 (File No. 0-23214)).
  4.5     Indenture, dated as of June 24, 1998, between Samsonite and United
          States Trust Company (incorporated by reference from the
          Registration Statement on Form S-4 (Registration
          No. 333-61521)).
  4.6     Indenture, in respect of the 13 7/8% Junior Subordinated Debentures
          due 2010 of Samsonite, dated as of June 24, 1998, between Samsonite
          and United States Trust Company of New York (incorporated by
          reference from the Registration Statement on Form S-4 (Registration
          No. 333-61519).
</TABLE>

                                      II-4
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                               Description
 -------                              -----------
 <C>     <S>
  4.7     Form of Indenture, in respect of the 13 7/8% Senior Debentures due
          2010 of Samsonite Holdings, Inc. ("Holdings") to be dated as of the
          Exchange Date, between Holdings and United States Trust Company of
          New York (incorporated by reference from the Registration Statement
          on Form S-4 (Registration No. 333-61519).
  4.8     Form of Rights Certificate to Subscribe for Shares of Common Stock
          of Samsonite.
  4.9     Second Amendment to the Rights Agreement, dated July 13, 1999
          (incorporated by reference from Samsonite's Quarterly Report on Form
          10-Q for the three months ended July 31, 1999 (File No. 0-23214)).
  4.10    Stockholders Agreement, dated as of July 13, 1999 among Samsonite,
          Apollo Investment Fund, L.P. and Artemis America Partnership
          (incorporated by reference from Samsonite's Quarterly Report on Form
          10-Q for the three months ended July 31, 1999 (File No. 0-23214)).
  4.11    Speciman Common Stock Certificate.
  4.12    Form of Third Amendment to the Rights Agreement.
  5       Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
 10.1     Second Amended and Restated Multicurrency Revolving Credit and Term
          Loan Agreement, dated as of June 24, 1998, between Samsonite,
          Samsonite Europe N.V. and Bank of America National Trust and Savings
          Association, BankBoston N.A. and various other lending institutions,
          Bank of America National Trust and Savings Association, as
          Administrative Agent, BancBoston, N.A., as Syndication Agent,
          Canadian Imperial Bank of Commerce, as Documentation Agent and
          BancAmerica Robertson Stephens and BancBoston Securities Inc., as
          Arrangers (incorporated by reference from the Registration Statement
          on Form S-4 (Registration No. 333-61521)).
 10.2     First Amendment to the Second Amended and Restated Multicurrency
          Revolving Credit and Term Loan Agreement, dated as of October 1,
          1998, between Samsonite, Samsonite Europe N.V. and various other
          lending institutions (incorporated by reference from Samsonite's
          Quarterly Report on Form 10-Q for the three months ended October 31,
          1998 (File No. 0-23214)).
 10.3     Second Amendment and Waiver to the Second Amended and Restated
          Multicurrency Revolving Credit and Term Loan Agreement, dated as of
          January 29, 1999 between the Company, Samsonite Europe N.V., and
          various other lending institutions (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1999 (File No. 0-23214)).
 10.4     Third Amendment and Waiver to the Second Amended and Restated
          Multicurrency Revolving Credit and Term Loan Agreement, dated as of
          March 19, 1999, between Samsonite, Samsonite Europe N.V., and
          various other lending institutions (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          April 30, 1999 (File No. 0-23214)).
 10.5     Stock Option Agreement dated as of May 15, 1996, between Samsonite
          and Richard R. Nicolosi (incorporated by reference from the
          Registration Statement on Form S-8 filed June 7, 1996 (File No. 333-
          05467)).
 10.6     Form of Indemnification Agreement entered into or to be entered into
          by Samsonite with its directors (incorporated by reference from the
          Registration Statement on Form S-1 (Registration No. 33-71224)).
 10.7     Employment Agreement, dated as of February 1, 1998, between
          Samsonite and Thomas R. Sandler (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1998 (File No. 0-23214)).
 10.8     Consulting Agreement, dated as of February 1, 1998, between
          Samsonite Europe N.V. and Luc Van Nevel (incorporated by reference
          from Samsonite's Annual Report on Form 10-K for the fiscal year
          ended January 31, 1998 (File No. 0-23214)).
</TABLE>

                                      II-5
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                               Description
 -------                              -----------
 <C>     <S>
 10.9     Executive Management Agreement, dated February 1, 1998, between
          Samsonite and Luc Van Nevel (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1998 (File No. 0-23214)).
 10.10    Employment Agreement, dated as of February 1, 1998, between
          Samsonite GmbH and Karlheinz Tretter (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1998 (File No. 0-23214)).
 10.11    Overall Agreement, dated as of February 1, 1998, between Samsonite
          and Karlheinz Tretter (incorporated by reference from Samsonite's
          Annual Report on Form 10-K for the fiscal year ended January 31,
          1998 (File No. 0-23214)).
 10.12    Samsonite Corporation 1995 Stock Option and Incentive Award Plan (as
          Amended in 1996) (incorporated by reference from the Proxy Statement
          filed May 23, 1996).
 10.13    Samsonite Corporation 1995 Stock Option and Award Plan, Second
          Amendment (incorporated by reference from the Registration Statement
          on Form S-8 filed January 30, 1997 (File No. 333-20775)).
 10.14    Stock Option Agreement, dated as of February 20, 1996, between
          Samsonite and Thomas J. Leonard (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1996 (File No. 0-23214)).
 10.15    Stock Option Agreement, dated as of February 20, 1996, between
          Samsonite and Thomas R. Sandler (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1996 (File No. 0-23214)).
 10.16    Stock Option Agreement, dated as of February 20, 1996, between
          Samsonite and Karlheinz Tretter (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1996 (File No. 0-23214)).
 10.17    Employment Agreement, dated as of May 15, 1996, between Samsonite
          and Richard R. Nicolosi (incorporated by reference from Samsonite's
          Quarterly Report on Form 10-Q for the three months ended April 30,
          1996 (File No. 0-23214)).
 10.18    Amendment to Employment Agreement, dated as of May 2, 1997, between
          Samsonite and Richard R. Nicolosi (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          April 30, 1997 (File No. 0-23214)).
 10.19    Registration Rights Agreement, dated as of May 15, 1996, between
          Samsonite and Richard R. Nicolosi (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          April 30, 1996 (File No. 0-23214)).
 10.20    Stock Sale Agreement, dated as of May 16, 1996, between Samsonite
          and Richard R. Nicolosi (incorporated by reference from Samsonite's
          Quarterly Report on Form 10-Q for the three months ended April 30,
          1996 (File No. 0-23214)).
 10.21    Form of Agreement, made as of May 15, 1996, between Samsonite and
          each of Thomas J. Leonard, Luc Van Nevel, and Thomas R. Sandler,
          each agreement with respect to 38,889 shares of the Common Stock of
          Samsonite, par value $.01 per share (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          April 30, 1996 (File No. 0-23214)).
 10.22    Form of Stock Option Agreement for Awards under the 1995 Stock
          Option and Incentive Award Plan (as Amended in 1996) (incorporated
          by reference from the Registration Statement on Form S-8 filed June
          7, 1996 (File No. 333-05467)).
 10.23    Samsonite Corporation Directors Stock Plan (incorporated by
          reference from the Proxy Statement filed May 23, 1996).
 10.24    Final Settlement Agreement, made as of June 20, 1996, among
          Samsonite, the Pension Benefit Guaranty Corporation, and others
          named therein (including exhibits thereto), with respect to the
          Schenley Pension Plan (incorporated by reference from Samsonite's
          Quarterly Report on Form 10-Q for the three months ended July 31,
          1996 (File No. 0-23214)).
</TABLE>


                                      II-6
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                               Description
 -------                              -----------
 <C>     <S>
 10.25    Final Settlement Agreement, made as of June 20, 1996, among
          Samsonite, the Pension Benefit Guaranty Corporation, and others
          named therein (including exhibits thereto), with respect to the
          McCrory Pension Plan (incorporated by reference from Samsonite's
          Quarterly Report on Form 10-Q for the three months ended July 31,
          1996 (File No. 0-23214)).
 10.26    Purchase Agreement, dated as of June 13, 1996, between Samsonite and
          Artemis America Partnership and Apollo Investment Fund, L.P.
          (incorporated by reference from Samsonite's Quarterly Report on Form
          10-Q for the three months ended July 31, 1996 (File No. 0-23214)).
 10.27    Stock Option Agreement, dated as of October 29, 1996, between
          Samsonite and Thomas R. Sandler (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1997 (File No. 0-23214)).
 10.28    Stock Option Agreement, dated as of October 29, 1996, between
          Samsonite and Karlheinz Tretter (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1997 (File No. 0-23214)).
 10.29    Stock Option Agreement dated as of September 16, 1996, between
          Samsonite and Robert P. Baird, Jr. (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          October 31, 1996 (File No. 0-23214)).
 10.30    Stock Option Agreement dated as of August 5, 1996, between Samsonite
          and James E. Barch (incorporated by reference from Samsonite's
          Quarterly Report on Form 10-Q for the three months ended October 31,
          1996 (File No. 0-23214)).
 10.31    Stock Option Agreement dated as of August 21, 1996, between
          Samsonite and Gary D. Ervick (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          October 31, 1996 (File No. 0-23214)).
 10.32    Employment Agreement, effective as of February 1, 1998, between
          Samsonite and Richard H. Wiley (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1998 (File No. 0-23214)).
 10.33    Employment Agreement, effective as of February 1, 1998, between
          Samsonite and Carlo Zezza (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1998 (File No. 0-23214)).
 10.34    Trademark Purchase and Assignment Agreement, dated as of October 31,
          1997, between Samsonite's subsidiary, McGregor L.L.C. and McGregor
          International Licensing N.V. (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          October 31, 1997 (File No. 0-23214)).
 10.35    Trademark Option Agreement, dated as of October 31, 1997, between
          Samsonite's subsidiary, McGregor L.L.C. and McGregor International
          Licensing N.V. (incorporated by reference from Samsonite's Quarterly
          Report on Form 10-Q for the three months ended October 31, 1997
          (File No. 0-23214)).
 10.36    Nonqualified Stock Option Agreement dated as of July 15, 1998
          between the Company and Luc Van Nevel (incorporated by reference
          from Samsonite's Quarterly Report on Form 10-Q for the three months
          ended July 31, 1998 (File No. 0-23214)).
 10.37    Nonqualified Stock Option Agreement dated as of July 15, 1998
          between the Company and Thomas R. Sandler (incorporated by reference
          from Samsonite's Quarterly Report on Form 10-Q for the three months
          ended July 31, 1998 (File No. 0-23214)).
 10.38    Nonqualified Stock Option Agreement dated as of July 15, 1998
          between the Company and Karlheinz Tretter (incorporated by reference
          from Samsonite's Quarterly Report on Form 10-Q for the three months
          ended July 31, 1998 (File No. 0-23214)).
</TABLE>


                                      II-7
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                               Description
 -------                              -----------
 <C>     <S>
 10.39    Nonqualified Stock Option Agreement dated as of July 15, 1998
          between the Company and Richard H. Wiley (incorporated by reference
          from Samsonite's Quarterly Report on Form 10-Q for the three months
          ended July 31, 1998 (File No. 0-23214)).
 10.40    Nonqualified Stock Option Agreement dated July 15, 1998 between
          Samsonite and D. Michael Clayton (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          July 31, 1998 (File No. 0-23214)).
 10.41    Registration Rights Agreement, dated as of June 24, 1998, by and
          among Samsonite, CIBC Oppenheimer Corp., BancAmerica Robertson
          Stephens, BancBoston Securities Inc. and Goldman Sachs & Co.
          (incorporated by reference from the Registration Statement on Form
          S-4 (Registration No. 333-61521)).
 10.42    Certificate of Designation of the Powers, Preferences and Relative,
          Participating, Option and other Special Rights of 13 7/8% Senior
          Redeemable Exchangeable Preferred Stock and Qualifications,
          Limitations and Restrictions thereof (incorporated by reference from
          the Registration Statement on Form S-4 (Registration No. 333-61519).
 10.43    Certificate of Correction to the Certificate of Designation of the
          Powers, Preferences and Relative, Participating, Option and other
          Special Rights of 13 7/8% Senior Redeemable Exchangeable Preferred
          Stock and Qualification, Limitations and Restrictions thereof
          (incorporated by reference from the Registration Statement on Form
          S-4 (Registration No. 333-61519).
 10.44    Registration Rights Agreement, in respect of the 13 7/8% Senior
          Redeemable Exchangeable Preferred Stock, dated as of June 24, 1998,
          between Samsonite and CIBC Oppenheimer Corp (incorporated by
          reference from Samsonite's Quarterly Report on Form 10-Q for the
          three months ended July 31, 1998 (File No. 0-23214)).
 10.45    Agreement, made as of June 11, 1998, between the Company and Luc Van
          Nevel (incorporated by reference from the Registration Statement on
          Form S-4 (Registration No. 333-61521)).
 10.46    Agreement, made as of June 11, 1998, between the Company and Thomas
          R. Sandler (incorporated by reference from the Registration
          Statement on Form S-4 (Registration No. 333-91521)).
 10.47    Warrant Agreement, dated as of June 24, 1998, between the Company
          and BankBoston, N.A. (incorporated by reference from Samsonite's
          Quarterly Report on Form 10-Q for the three months ended July 31,
          1998 (File. No 0-23214)).
 10.48    Common Stock Registration Rights Agreement, dated as of June 24,
          1998, between the Company and CIBC Oppenheimer Corp. (incorporated
          by reference from Samsonite's Quarterly Report on Form 10-Q for the
          three months ended July 31, 1998 (File. No 0-23214)).
 10.49    First amendment to Warrant Agreement, dated as of August 17, 1998,
          between the Company and BankBoston, N.A. (incorporated by reference
          from Samsonite's Quarterly Report on Form 10-Q for the three months
          ended July 31, 1998 (File. No 0-23214)).
 10.50    FY 1999 Stock Option and Incentive Award Plan (incorporated by
          reference from the Proxy Statement filed August 6, 1998).
 10.51    Investment Agreement between Samsonite and Apollo Investment Fund,
          L.P., dated as of April 7, 1999 (incorporated by reference from
          Samsonite's Quarterly Report on Form 10-Q for the three months ended
          April 30, 1999 (File No. 0-23214)).
 10.52    Certificate of the Designations, Powers, Preferences and Rights of
          the Series Z Convertible Preferred Stock of Samsonite (incorporated
          by reference from Samsonite's Quarterly Report on Form 10-Q for the
          three months ended April 30, 1999 (File No. 0-23214)).
 10.53    Registration Rights Agreement, dated as of April 7, 1999, between
          Samsonite and Apollo Investment Fund, L.P (incorporated by reference
          from Samsonite's Quarterly Report on Form 10-Q for the three months
          ended April 30, 1999 (File No. 0-23214)).
</TABLE>

                                      II-8
<PAGE>

<TABLE>
<CAPTION>
 Exhibit
 Number                              Description
 -------                             -----------
 <C>     <S>
  21      Subsidiaries of Samsonite (incorporated by reference from
          Samsonite's Annual Report on Form 10-K for the fiscal year ended
          January 31, 1999 (File No. 0-23214)).
  23.1    Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
          Exhibit 5.1).
  23.2    Consent of KPMG LLP.
 +24      Power of Attorney.
  27      Financial Data Schedule.
  99.1    Form of Instructions for Use of Samsonite Rights Certificates.
  99.2    Form of Notice of Guaranteed Delivery for Subscription Rights.
  99.3    Form of Letter to Stockholders Who Are Record Holders.
  99.4    Form of Letter to Stockholders Who Are Beneficial Holders.
  99.5    Form of Letter to Clients of Stockholders Who Are Beneficial
          Holders.
  99.6    Form of Nominee Holder Certification Form.
  99.7    Substitute Form W-9 for Use with the Rights Offering.
  99.8    Form of Beneficial Owner Election Form.
  99.9    Form of Subscription Agent Agreement, by and between Samsonite and
          BankBoston, N.A.
  99.10   Retainer Agreement, dated August 2, 1999, by and between Samsonite
          and Corporate Investor Communications, Inc.
</TABLE>
- --------

+ Previously filed.

Item 17. Undertakings

  (a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a directors, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant, will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

  (b) The undersigned registrant hereby undertakes that:

       (1) For purposes of determining any liability under the Securities Act
  of 1933, the information omitted from the form of prospectus filed as part
  of this registration statement in reliance upon Rule 430A and contained in
  a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
  (4) or 497(h) under the Securities Act shall be deemed to be part of this
  registration statement as of the time it was declared effective.

       (2) For the purpose of determining any liability under the Securities
  Act of 1933, each post-effective amendment that contains a form of
  prospectus shall be deemed to be a new registration statement relating to
  the securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                      II-9
<PAGE>

       (3) For purposes of determining any liability under the Securities
  Act, each filing of the Registrant's annual report pursuant to Section
  13(a) or 15(d) of the Exchange Act (and where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Exchange Act) that is incorporated by reference in the Registration
  Statement shall be deemed to be a new registration statement relating to
  the securities offered therein, and the offering of such securities at that
  time shall be deemed to be the initial bona fide offering thereof.

                                     II-10
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized in Denver, Colorado on September 24, 1999.

                                          SAMSONITE CORPORATION

                                                   /s/ Richard H. Wiley
                                          By:
                                             ----------------------------------
                                             Name: Richard H. Wiley
                                             Title:Chief Financial Officer

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
              Signature                          Title                   Date
              ---------                          -----                   ----
<S>                                    <C>                        <C>
                  *                    President Chief Executive  September 24, 1999
______________________________________  Officer and Director
            Luc Van Nevel               (principal executive
                                        officer)
______________________________________ Director
            Bernard Attal
                  *                    Director                   September 24, 1999
______________________________________
            Leon D. Black
                  *                    Director                   September 24, 1999
______________________________________
            Robert H. Falk
                  *                    Director                   September 24, 1999
______________________________________
         Richard R. Nicolosi
______________________________________ Director
           Mark H. Rachesky
______________________________________ Director
           Robert L. Rosen
                  *                    Director                   September 24, 1999
______________________________________
            Marc J. Rowan
                  *                    Director                   September 24, 1999
______________________________________
          Stephen J. Solarz
         /s/ Richard H. Wiley          Chief Financial Officer    September 24, 1999
______________________________________  (principal financial and
           Richard H. Wiley             accounting officer)
</TABLE>


                                     II-11

<PAGE>

                                                                     Exhibit 4.8

CONTROL No.______________                   Number of Rights _______________
        VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                    EASTERN STANDARD TIME ON ________, 1999

                             SAMSONITE CORPORATION
                      SUBSCRIPTION RIGHTS FOR COMMON STOCK

Dear Stockholder:

As the registered owner of this Subscription Certificate, you are the owner of
the number of Rights shown above.  Each Right entitles you to subscribe for one
share of common stock, par value $.01 per share, of Samsonite Corporation (the
"Basic Subscription Right"). You may subscribe for such shares at the
Subscription Price of $6.00 per share.  If you subscribe for all of the shares
available pursuant to the Basic Subscription Right, you are also entitled to
purchase an unlimited number of additional shares at the Subscription Price
(subject to proration)(the "Oversubscription Privilege").  The other terms and
conditions of these Subscription Rights are set forth in the enclosed
Prospectus.

You have been issued_____ Rights per share of common stock that you held on
______, 1999.  You have not been issued fractional Rights, but instead your
number of Rights was rounded up or down to the nearest whole Right, with such
adjustments as may be necessary to ensure that if all Rights are exercised,
Samsonite Corporation will receive gross proceeds of $75 million.

- --------------------------------------------------------------------------------
                              SAMPLE CALCULATION
                          OF BASIC SUBSCRIPTION RIGHT

 Shares of Common Stock owned on _______, 1999:     100    x     =        Rights
                                                ----------   ---   ------
                                                (Equals number of Rights issued)
                                                (rounded up or down
- --------------------------------------------------------------------------------
                    THIS SUBSCRIPTION RIGHT IS TRANSFERABLE

The Rights are transferable.  The Rights will not be listed for trading on
Nasdaq or any stock exchange.

You have four choices:

  1. You can subscribe for all of the new shares listed at the top of the page
     (the "Basic Subscription Right").

  2. You can subscribe for more than the number of new shares listed above (the
     "Oversubscription Privilege").  Shares may be available to you subject to
     an allocation process as described in the Prospectus.

  3. You can subscribe for less than the number of new shares listed above and
     sell or transfer the rest of your Rights or allow them to expire; or

  4. If you do not want to purchase any additional shares, you can sell or
     transfer all of your Rights or disregard this material.

TO SUBSCRIBE, FULL PAYMENT OF THE SUBSCRIPTION PRICE IS REQUIRED FOR EACH SHARE
OF COMMON STOCK.  YOU MUST COMPLETE THE REVERSE SIDE OF THIS FORM TO SUBSCRIBE
FOR NEW SHARES OR TRANSFER YOUR RIGHTS.

ATTEST:                                  SAMSONITE CORPORATION

By:_____________________________       By:____________________________
   Steven R. Armstrong                    Richard H. Wiley
   Assistant Secretary                    Chief Financial Officer



                                            Control No.__________

                                            Account No.__________

                                            No. of Rights:_______

                                            CUSIP No.:___________
<PAGE>

                 DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE
<TABLE>
<S>                            <C>                               <C>
   BY MAIL OR TELEGRAM:                    BY HAND:                    BY OVERNIGHT COURIER:
        EquiServe              Securities Transfer & Reporting               EquiServe
 Attn:  Corporate Actions               Services, Inc.                Attn:  Corporate Actions
      P.O. Box 9573                     c/o EquiServe                  40 Campanelli Drive
 Boston, MA  02205-9573              100 Williams Street               Braintree, MA  02184
                                     New York, NY 10038
</TABLE>

  Delivery to an address other than one of the addresses listed above will not
                           constitute valid delivery.
           Delivery by facsimile will not constitute valid delivery.
                PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
IF YOU WISH TO SUBSCRIBE FOR YOUR FULL BASIC SUBSCRIPTION RIGHT OR A PORTION
THEREOF:

I apply for _____________ shares x $6.00 =      $___________
          (No. of new shares)                  (Amount Enclosed)

IF YOU HAVE SUBSCRIBED FOR YOUR FULL BASIC SUBSCRIPTION RIGHT AND WISH TO
PURCHASE ADDITIONAL SHARES PURSUANT TO THE OVERSUBSCRIPTION PRIVILEGE:

I apply for _____________ shares x $6.00 =      $___________
         (No. of new shares)                 (Amount Enclosed)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>
   TO SUBSCRIBE.  I acknowledge that I have received the Prospectus   TO TRANSFER RIGHTS: For value received, ________________ of
    for this offer and I hereby irrevocably subscribe for the         the Rights represented by this Subscription Certificate
    number of shares indicated above on the terms and conditions      are assigned to:
    specified in the Prospectus.  I hereby agree that if I fail to
    pay for the shares of common stock for which I have sub-
    scribed, the Company may exercise its legal remedies against me.  ------------------------------------------------------------
                                                                                     (Print Full Name of Assignee)

- --------------------------------------------------------------------  ------------------------------------------------------------
                                                                                          (Print Full Address)

- --------------------------------------------------------------------  ------------------------------------------------------------
Signature(s) of Subscriber(s)                                                         Signature(s) of Assignor(s)

Please give your telephone number:
(         )                                                           IMPORTANT:  The Signature(s) must correspond in every
- --------------------------------------------------------------------  particular, without alteration, with the name(s) as printed
                                                                      on the reverse of this Subscription Certificate.
- --------------------------------------------------------------------
                                                                      Your Signature must be guaranteed by: (a) a commercial bank
- --------------------------------------------------------------------  or trust company, (b) a member firm of a domestic stock ex
Address for delivery of shares if other than shown on front.          change, or (c) a credit union.

YOU MUST HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR      Signature Guaranteed: ______________________________________
 SHARES DELIVERED TO AN ADDRESS OTHER THAN THAT SHOWN ON THE FRONT                              (Name of Bank or Firm)
 OF THIS CERTIFICATE.                                                 By:_________________________________________________________
                                                                                         (Signature of Officer)

If permanent change of address, check here [_]
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE PAYABLE IN
UNITED STATES DOLLARS IN A CHECK OR BANK DRAFT DRAWN UPON A U.S. BANK OR POSTAL,
TELEGRAPHIC OR EXPRESS MONEY ORDER AND PAYABLE TO EQUISERVE, AS SUBSCRIPTION
AGENT.

STOCK CERTIFICATES FOR THE SHARES SUBSCRIBED TO PURSUANT TO THE RIGHTS OFFERING
WILL BE DELIVERED AS SOON AS PRACTICABLE AFTER THE EXPIRATION DATE.  ANY REFUND
IN CONNECTION WITH YOUR SUBSCRIPTION WILL BE DELIVERED AS SOON AS PRACTICABLE
THEREAFTER.

<PAGE>

                                                                    Exhibit 4.11

                                    [FRONT]

NUMBER                                                                    SHARES
FBU

                             SAMSONITE CORPORATION

                         INCORPORATED UNDER THE LAWS OF
                              THE STATE OF DELAWARE
THIS CERTIFICATE IS                                          SEE REVERSE
TRANSFERABLE IN BOSTON,                                      FOR CERTAIN
MA OR NEW YORK, NY                                           DEFINITIONS
                                                             CUSIP 79604V 10 5

THIS CERTIFIES THAT


is the owner of

  FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF

                             SAMSONITE CORPORATION

transferable only on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed or
assigned.  This Certificate and the shares represented hereby are issued and
held subject to the laws of the State of Delaware and to the Certificate of
Incorporation and the By-Laws of the Corporation, as now or hereafter amended.

     This Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and sealed
with the facsimile seal of the Corporation.

Dated:
          /s/ _______________________    /s/ ___________________________
               PRESIDENT AND CHIEF            TREASURER AND CHIEF
               EXECUTIVE OFFICER              FINANCIAL OFFICER

                             SAMSONITE CORPORATION
                                 CORPORATE SEAL
                                      1987
                                    DELAWARE

Countersigned and Registered:
     BankBoston, N.A.

          Transfer Agent and Registrar

By

          Authorized Signature
<PAGE>

                                   [REVERSE]

                             SAMSONITE CORPORATION


     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM -  as tenants in common     UNIF GIFT MIN ACT - _____ Custodian _______
TEN ENT -  as tenants                                   (Cust)          (Minor)
           by the entireties
JT TEN -   as joint tenants with         under Uniform Gifts to Minors
           right of survivorship         Act ___________
           and not as tenants in               (State)
           common
COM PROP - as community property

    Additional abbreviations may also be used though not in the above list.



     For value received, ____________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                                                                         Shares
- ------------------------------------------------------------------------

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                   --------------------------------------------

- -------------------------------------------------------------------------------

Attorney to transfer the said stock on the books of the within-named Corpora
tion with full power of substitution in the premises.


Dated,__________________________


                         ------------------------------------------------------
          NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
                    NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
                    PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
                    WHATEVER.


                                       2
<PAGE>

Signature Guaranteed:
                        -------------------------------------------------------
                        THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                        GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
                        LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBER SHIP IN
                        AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
                        PURSUANT TO S.E.C. RULE 17Ad-15.


This certificate also evidences and entitles the holder hereof to certain Rights
as set forth in the Rights Agreement between Samsonite Corporation (the
"Company") and the Rights Agent thereunder (the "Rights Agreement"), the terms
of which are hereby incorporated herein by reference and a copy of which is on
file at the principal offices of Samsonite Corporation.  Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate.  Samsonite Corporation will mail to the holder of this certificate
a copy of the Rights Agreement, as in effect on the date of mailing, without
charge promptly after receipt of a written request therefor.  Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement), whether
currently held by or on behalf of such Person or by any subsequent holder, may
become null and void.

                                       3

<PAGE>

                                                                    Exhibit 4.12

                               THIRD AMENDMENT OF
                              THE RIGHTS AGREEMENT


          This THIRD AMENDMENT OF THE RIGHTS AGREEMENT (the "Agreement") is
entered into as of September   , 1999, by and between Samsonite Corporation, a
Delaware corporation (the "Company") and BankBoston, N.A., a national banking
association (the "Rights Agent").

                                   BACKGROUND

     WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement, dated as of May 12, 1998, as amended on April 7, 1999, and as further
amended on July 13, 1999 (the "Original Agreement");

     WHEREAS, pursuant to Section 26 of the Original Agreement, the parties
hereto have agreed to amend certain provisions of the Original Agreement as set
forth herein;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and intending to be legally bound, the parties hereto agree
that the Original Agreement is hereby amended as follows:

     SECTION 1.  Defined Terms.  Capitalized terms used and not defined herein
                 -------------
shall have the meanings assigned to such terms in the Original Agreement.

     SECTION 2.  Amendments.  The parties hereto hereby consent and agree to
                 ----------
amend the Original Agreement as follows:

     (a) Section 1 of the Original Agreement is hereby
amended by deleting paragraph (g) in its entirety and inserting in lieu thereof
the following:

     "(g)  "Exempted Person" shall mean Apollo Advisors, L.P. and its Affiliates
and Associates and Artemis America Partnership and its Affiliates and
Associates, so long as each of Apollo Advisors, L.P. and Artemis America
Partnership, together with its respective Affiliates
<PAGE>

and Associates, shall not become the Beneficial Owner of shares of Common Stock
then outstanding in excess of its Applicable Percentage; provided, however, that
                                                         --------  -------
from and after such time as Apollo Advisors, L.P. or Artemis America
Partnership, together with all of its respective Affiliates and Associates,
shall be the Beneficial Owner of shares of Common Stock then outstanding in
excess of its respective Applicable Percentage, Apollo Advisors, L.P. or Artemis
America Partnership, as the case may be, shall no longer be deemed an "Exempted
Person". For purposes of the foregoing, with respect to Apollo Advisors, L.P.,
and its Affiliates and Associates, including Lion Advisors, L.P. (collectively,
"Apollo"), (i) from and after the execution of the Investment Agreement, dated
as of April 7, 1999, between the Company and Apollo Investment Fund, L.P. (the
"Investment Agreement"), and prior to the Back-stop Closing (as such term is
defined in the Investment Agreement), the term "Applicable Percentage" shall
mean two percent (2%) plus the percentage of the outstanding shares of Common
Stock beneficially owned by Apollo on the date hereof (treating for this purpose
the shares to be purchased at the Back-stop Closing as not beneficially owned by
Apollo) and (ii) after the Back-stop Closing, the term "Applicable Percentage"
shall mean two percent (2%) plus the percentage of the outstanding shares of
Common Stock beneficially owned by Apollo immediately after such closing;
provided that Apollo's Applicable Percentage shall in no event be less than 34%.
- --------
For purposes of the foregoing, with respect to Artemis America Partnership
("Artemis"), the term "Applicable Percentage" shall mean two percent (2%) plus
the quotient obtained by dividing (A) the number of shares of Common Stock
which, or the voting rights of which, Artemis or any of its Affiliates or
Associates has the right to acquire, or acquires, at any time or which otherwise
may be distributed to Artemis or to any of its Affiliates or Associates, in
either case by reason of or pursuant to (x) the terms of the Investment
Management Agreement between Artemis and Lion Advisors, L.P., dated as of June
29, 1990, as amended on April 30, 1999, with respect to the managed account (the
"Investment Management Agreement"), (y) the distribution of shares of Common
Stock to the limited partners of Apollo Investment Fund I, L.P. (the agreement
governing such fund being herein referred to as the "Apollo Fund Agreement") or
(z) the terms of the agreements, dated as of April 5, 1999, as amended on July
13, 1999, between

                                       2
<PAGE>

Artemis America Partnership and Apollo Investment Fund, L.P. (as so amended, the
"Letter Agreement"), by (B) the number of shares of Common Stock outstanding at
the time of any calculation to determine whether Artemis is an Acquiring Person.
Notwithstanding anything to the con trary contained herein, a "group" (as
determined pursu  ant to Rule 13d-5 of the General Rules and Regulations
promulgated under the Exchange Act) consisting solely of Exempted Persons or
solely of Exempted Persons and one or more transferees in a transaction to which
Sections 3(i) (after giving effect to the proviso therein) and 4 of the
Stockholders Agreement apply (a "Section 3(i) Transferee") shall likewise be
treated as an Exempted Person hereunder; provided that the foregoing shall not
                                         --------
apply to a group which has beneficial ownership of shares of Common Stock of a
Section 3(i) Transferee not subject to the pro rata voting requirements of
Section 4 of the Stockholders Agreement; provided further, that a group
                                         --------
consisting solely of Apollo and its Affiliates and Associates and Artemis and
its Affiliates and Associ  ates, or some subset thereof, shall be treated as an
Exempted Person hereunder but only to the extent that such parties are deemed to
be a group solely by reason of (i) the Stockholders Agreement, (ii) the
Investment Management Agreement, (iii) the Apollo Fund Agreement, (iv) the
Letter Agreement, or (v) any subset of the foregoing agreements."

     (b)  Section 7(a) of the Original Agreement is hereby amended by deleting
the phrase "May 31, 2002" appearing in the seventh line from the end thereof and
inserting in lieu thereof the phrase "May 31, 2007".

     (c) Exhibits B and C of the Original Agreement are
hereby amended by deleting all references to the phrase "May 31, 2002" appearing
therein and inserting in lieu thereof the phrase "May 31, 2007".

     Except as otherwise specified above, there is no amendment of any other
term, condition or provision of the Original Agreement all of which are hereby
ratified and confirmed by the Company.

     SECTION 3.  Counterparts.  This Agreement (a) may be executed in two or
                 ------------
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument,

                                       3
<PAGE>

(b) shall be effective only in this specific instance for the specific purpose
set forth herein, and (c) does not allow any other or further departure from the
terms of the Original Agreement, which terms shall continue in full force and
effect. All of such counterparts shall constitute one and the same agreement and
shall become effective when one or more counterparts have been signed by each
party and delivered to the other parties.

     SECTION 4.  Applicable Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
                 --------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING
EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF.

          IN WITNESS WHEREOF, this Agreement has been duly executed by each of
the parties hereto as of the date first written above.


                                         SAMSONITE CORPORATION

                                         By:
                                            ------------------------------
                                            Name:
                                            Title:


                                         BANKBOSTON, N.A.

                                         By:
                                            ------------------------------
                                            Name:
                                            Title:

                                       4

<PAGE>

                                                                       Exhibit 5

                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                919 Third Avenue
                           New York, New York  10022
                             Tel:   (212)  735-3000
                             Fax:   (212)  735-2000



                              September 24, 1999



Samsonite Corporation
11200 East 45/th/ Avenue
Denver, Colorado 80239

          Re:  Samsonite Corporation
               Registration Statement on Form S-1
               ----------------------------------

Ladies and Gentlemen:

          We have acted as special counsel to Samsonite Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-1 (No. 333-78839), which was filed by the
Company with the Securities and Exchange Commission (the "Commission") on May
19, 1999, as amended by Amendment No. 1, which is being filed by the Company
with the Commission on the date hereof (as so amended, the "Registration
Statement").  The Registration Statement includes a prospectus (the
"Prospectus") to be furnished to securityholders of the Company in connection
with the issuance by the Company of a special dividend in the form of
transferable subscription rights (the "Rights") entitling the holders thereof
to purchase an aggregate of 12,500,000 shares of common stock, par value $.01
per share, of the Company (the "Common Stock"), at the rate of one share of
common stock for each Right, subject to the purchase of additional shares of
Common Stock pursuant to the oversubscription privileges described in the
Prospectus.  The Registration Statement relates to the registration by the
Company under the Securities Act of 1933, as amended (the "1933 Act"), of
(i) 12,500,000 Rights to purchase Common Stock and (ii) 12,500,000 shares of
Common Stock issuable upon exercise of the Rights (the "New Common Shares" and
together with the Rights, the "Securities").
<PAGE>

Samsonite Corporation
September 24, 1999
Page 2

          This opinion is being furnished to you in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the 1933 Act.

          In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement (together with the Prospectus); (ii) the
Amended and Restated Certificate of Incorporation of the Company, filed as
Exhibit 3.1 to the Registration Statement; (iii) the By-laws of the Company,
filed as Exhibit 3.3 to the Registration Statement; (iv) the form of specimen
certificate for the New Common Stock filed as Exhibit 4.11 to the Registration
Statement; (vi) the form of Rights Certificate (the "Rights Certificate") filed
as Exhibit 4.8 to the Registration Statement; and (vi) draft resolutions of the
Board of Directors of the Company relating to the transactions contemplated by
the Registration Statement (the "Draft Resolutions").  We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others, and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.

          In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed, we have assumed that the
parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and also have
assumed
<PAGE>

Samsonite Corporation
September 24, 1999
Page 3

the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof on such parties.  As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.

          For purposes of this opinion, we have assumed that prior to the
issuance of any of the Securities the Registration Statement, as finally amended
(including all necessary post-effective amendments), becomes effective.

          Members of our firm are admitted to the bar in the State of New York
and we express no opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware.

          Based upon and subject to the foregoing (assuming the Draft
Resolutions are duly adopted prior to the commencement of the Rights Offering),
we are of the opinion that:

          1.   The issuance of the Rights have been duly authorized and when the
Rights are distributed as contemplated in the Prospectus, they will be validly
issued.

          2.   The issuance and sale of the New Common Shares upon exercise of
the Rights have been duly authorized and, when (i) the holders of Rights
Certificates have complied with the terms of the Rights Certificates in
connection with the exercise thereof, and (ii) the New Common Shares are issued
and paid for, the New Common Shares will be validly issued, fully paid and
nonassessable.
<PAGE>

Samsonite Corporation
September 24, 1999
Page 4

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  We also consent to the reference to this firm under the
caption "Legal Matters" in the Registration Statement.  In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of the
Commission promulgated thereunder.


                              Very truly yours,

             /s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

<PAGE>

                                                                    Exhibit 23.2

                              Consent of KPMG LLP

The Board of Directors
Samsonite Corporation:

We consent to the use of our report dated March 22, 1999, except as to Notes 15
and 19, which are as of April 9, 1999, relating to the consolidated balance
sheets of Samsonite Corporation and subsidiaries as of January 31, 1999 and
1998, and the related consolidated statements of operations, stockholders'
equity (deficit) and cash flows for each of the years in the three-year period
ended January 31, 1999 and the related financial statement schedule included in
the registration statement, and to the reference to our firm under the heading
"Experts" in the prospectus.

                                          KPMG LLP

Denver, Colorado

September 21, 1999

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JULY 31,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-31-2000
<PERIOD-START>                             FEB-01-1999
<PERIOD-END>                               JUL-31-1999
<CASH>                                          22,678
<SECURITIES>                                         0
<RECEIVABLES>                                   88,554
<ALLOWANCES>                                     8,207
<INVENTORY>                                    167,306
<CURRENT-ASSETS>                               302,600
<PP&E>                                         221,182
<DEPRECIATION>                                  78,493
<TOTAL-ASSETS>                                 575,097
<CURRENT-LIABILITIES>                          138,983
<BONDS>                                        465,135
                          192,254
                                     24,410
<COMMON>                                           210
<OTHER-SE>                                   (320,582)
<TOTAL-LIABILITY-AND-EQUITY>                   575,097
<SALES>                                        371,264
<TOTAL-REVENUES>                               371,264
<CGS>                                          215,522
<TOTAL-COSTS>                                  215,522
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 1,929
<INTEREST-EXPENSE>                              26,849
<INCOME-PRETAX>                                  1,929
<INCOME-TAX>                                     5,794
<INCOME-CONTINUING>                            (4,297)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (4,397)<F1>
<EPS-BASIC>                                   (1.73)
<EPS-DILUTED>                                   (1.73)
<FN>
<F1>Net income (loss) is shown before redeemable preferred stock
dividends and accretion of preferred stock discount of $13,925.
</FN>



</TABLE>

<PAGE>

                                                                    Exhibit 99.1

                           INSTRUCTIONS AS TO USE OF

                             SAMSONITE CORPORATION

                              RIGHTS CERTIFICATES

            CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER
                              AS TO ANY QUESTIONS

  The following instructions relate to a rights offering (the "Rights
Offering") by Samsonite Corporation, a Delaware corporation (the "Samsonite"),
to the holders of record ("Recordholders") of its Common Stock, par value $.01
per share (the "Common Stock"), as described in Samsonite's Prospectus dated
September   , 1999 (the "Prospectus"). Recordholders of Common Stock at the
close of business on September   , 1999 (the "Record Date") are receiving
transferable subscription Rights (the "Rights") to subscribe for and purchase
shares of its Common Stock (the "Underlying Shares"). Each Recordholder will
receive     Rights for each share of Common Stock owned of record as of the
close of business on the Record Date. The Rights will expire, if not exercised,
at 5:00 p.m., New York City time, on October   , 1999, unless extended in the
sole discretion of Samsonite (as it may be extended, the "Expiration Date").
After the Expiration Date, unexercised Rights will be null and void. Samsonite
will not be obligated to honor any purported exercise of Rights received by
EquiServe (the "Subscription Agent") after 5:00 p.m., New York City time, on
the Expiration Date, regardless of when the documents relating to such exercise
were sent, except pursuant to the Guaranteed Delivery Procedures described
below. Samsonite may extend the Expiration Date by giving oral or written
notice to the Subscription Agent on or before the Expiration Date, followed by
a press release no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. The Rights will be
evidenced by transferable Rights certificates (the "Rights Certificates").

  Each Right allows the holder thereof to subscribe (the "Basic Subscription
Privilege") at the cash price of $6.00 per share (the "Subscription Price") for
one share of Common Stock. In addition, Rights holders which exercise their
Basic Subscription Privilege in full will be eligible to subscribe (the "Over-
Subscription Privilege") at the same cash price of $6.00 per share for shares
of Common Stock that are not otherwise purchased pursuant to the exercise of
Rights (the "Excess Shares"), subject to availability and proration as
described below. Shares of Common Stock will be available for purchase pursuant
to the Over-Subscription Privilege only to the extent that any Underlying
Shares are not subscribed for pursuant to the Basic Subscription Privilege. The
Excess Shares will be allocated pro rata (subject to the elimination of
fractional shares) among those Rights holders who exercise the Over-
Subscription Privilege, in proportion, not to the number of shares requested
pursuant to the Over-Subscription Privilege, but to the number of shares each
beneficial holder exercising the Over-Subscription Privilege has purchased
pursuant to the Basic Subscription Privilege; provided, however, that if such
pro rata allocation results in any Rights holder being allocated a greater
number of Excess Shares than such holder subscribed for pursuant to the
exercise of such holder's Over-Subscription Privilege, then such holder will be
allocated only such number of Excess Shares as such holder subscribed for and
the remaining Excess Shares will be allocated among all other holders
exercising the Over-Subscription Privilege on the same pro rata basis outlined
above. Such proration will be repeated until all Excess Shares have been
allocated to the full extent of the Over-Subscription Privilege. See "The
Rights Offering--Subscription Privileges" in the Prospectus.

  No fractional Rights or cash in lieu thereof will be issued or paid. Instead,
the number of Rights distributed will be rounded to the nearest whole number,
with such adjustments as may be necessary to ensure that if all Rights are
exercised, the gross proceeds to Samsonite from the Rights Offering will equal
$75 million.


                                       1
<PAGE>


  The number of Rights to which you are entitled is printed on the face of your
Rights Certificate. You should indicate your wishes with regard to the
exercise, transfer or sale of your Rights by completing the appropriate form or
forms on your Rights Certificate and returning the certificate to the
Subscription Agent in the envelope provided.

  YOUR RIGHTS CERTIFICATES, OR NOTICE OF GUARANTEED DELIVERY, AND SUBSCRIPTION
PRICE PAYMENT, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE
SUBSCRIPTION AGENT, ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION
PRIVILEGE OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED.
RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE OF THE RIGHTS OFFERING WILL
EXPIRE.

1. Method of Subscription--Exercise of Rights

  To exercise Rights, complete Form 1 of your Rights Certificate and send the
properly completed and executed Rights Certificate evidencing such Rights with
any signatures required to be guaranteed so guaranteed, together with payment
in full of the Subscription Price for each Underlying Share subscribed for
pursuant to the Basic Subscription Privilege and the Over-Subscription
Privilege, to the Subscription Agent, on or prior to 5:00 p.m., New York City
time, on the Expiration Date. Payment of the Subscription Price will be held in
a segregated account to be maintained by the Subscription Agent. All payments
must be made in U.S. dollars for the full number of Underlying Shares being
subscribed for by check or bank draft drawn upon a U.S. bank or postal or
express money order payable to EquiServe, as Subscription Agent. Payments will
be deemed to have been received by the Subscription Agent only upon (i)
clearance of any uncertified check or (ii) receipt by the Subscription Agent of
any certified check or bank draft drawn upon a U.S. bank or of any postal or
express money order. If paying by uncertified personal check, please note that
the funds paid thereby may take at least five business days to clear.
Accordingly, Rights holders who wish to pay the Subscription Price by means of
uncertified personal check are urged to make payment sufficiently in advance of
the Expiration Date to ensure that such payment is received and clears by such
date and are urged to consider payment by means of certified or cashier's check
or money order.

  The Rights Certificate and payment of the Subscription Price, or, if
applicable, Notices of Guaranteed Delivery (as defined below) must be delivered
to the Subscription Agent by one of the methods described below:

<TABLE>
<CAPTION>
        By Mail:                    By Hand:                              By Overnight Courier:
<S>                     <C>                                              <C>
     EquiServe          Securities Transfer & Reporting Services, Inc.         EquiServe
Attn: Corporate Actions             c/o EquiServe                         Attn: Corporate Actions
   P.O. Box 9573             100 Williams St., Galleria                       40 Campanelli Drive
Boston, MA 02205-9573           New York, NY 10038                         Braintree, MA 02184

                       Telephone Number for Information:
                              (781) 575-3100
</TABLE>

  Delivery to an address other than those above does not constitute valid
delivery.

  You may also transfer your Rights Certificate to your bank or broker in
accordance with the procedures specified in Section 3(a) below, by making
arrangements for the delivery of funds on your behalf and requesting such bank
or broker to exercise the Rights Certificate on your behalf. Alternatively, you
may cause a written guarantee substantially in the form of Exhibit A to these
instructions (the "Notice of Guaranteed Delivery"), from a member firm of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc., or from a commercial bank or trust company having
an office or correspondent in the United States or from a bank, stockbroker,
savings and loan association or credit union

                                       2
<PAGE>


with membership in an approved signature guarantee medallion program, pursuant
to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended (each, an
"Eligible Institution"), to be received by the Subscription Agent on or prior
to the Expiration Date together with payment in full of the applicable
Subscription Price. Such Notice of Guaranteed Delivery must state your name,
the number of Rights represented by the Rights Certificate or Rights
Certificates held by you, the number of Underlying Shares being subscribed for
pursuant to the Basic Subscription Privilege and the number of Underlying
Shares, if any, being subscribed for pursuant to the Over-Subscription
Privilege, and will guarantee the delivery to the Subscription Agent of any
properly completed and executed Rights Certificate or Rights Certificates
evidencing such Rights within three (3) business days following the date of the
Notice of Guaranteed Delivery. If this procedure is followed, the properly
completed Rights Certificate or Rights Certificates evidencing the Rights being
exercised, with any signatures required to be guaranteed so guaranteed, must be
received by the Subscription Agent within three (3) business days following the
date of the Notice of Guaranteed Delivery. The Notice of Guaranteed Delivery
may be delivered to the Subscription Agent in the same manner as Rights
Certificates at the address set forth above, or may be transmitted to the
Subscription Agent by facsimile transmission (Telecopy No.: (781) 575-4826).
Additional copies of the Notice of Guaranteed Delivery may be obtained upon
request from the Information Agent by calling toll free (877) 460-4352.

  Banks, brokers and other nominee holders of Rights who exercise the Basic
Subscription Privilege and the Over-Subscription Privilege on behalf of
beneficial owners of Rights will be required to certify to the Subscription
Agent and Samsonite, in connection with the exercise of the Over-Subscription
Privilege, as to the aggregate number of Rights that have been exercised, and
the number of Underlying Shares that are being subscribed for pursuant to the
Over-Subscription Privilege, by each beneficial owner of Rights (including such
nominee itself) on whose behalf such nominee holder is acting. If more Excess
Shares are subscribed for pursuant to the Over-Subscription Privilege than are
available for sale, Excess Shares will be allocated, as described above, among
beneficial owners exercising the Over-Subscription Privilege in proportion to
such owners' exercise of Rights pursuant to the Basic Subscription Privilege.

  If you exercise less than all of the Rights evidenced by your Rights
Certificate by so indicating in Form 1 of your Rights Certificate, the
Subscription Agent either (i) if you so request, will issue to you a new Rights
Certificate evidencing the unexercised Rights or (ii) if you so indicate in
Form 2 of your Rights Certificate, will transfer the unexercised Rights in
accordance with your instructions. A new Rights Certificate will be issued to
you or transferred according to your instructions upon the partial exercise of
Rights only if the Subscription Agent receives a properly endorsed Rights
Certificate no later than the fourth business day prior to the Expiration Date.
After such time and date no new Rights Certificates will be issued.
Accordingly, after such time and date if you exercise less than all of your
Rights you will lose the power to exercise your remaining Rights. A new Rights
Certificate will be sent by first class mail to you if the Subscription Agent
receives your properly completed Rights Certificate by 11:00 a.m., New York
City time, on October   , 1999. Unless you make arrangements with the
Subscription Agent, a new Rights Certificate received by the Subscription Agent
after 11:00 a.m., New York City time, on October   , 1999 will be held for
pick-up at the Subscription Agent's hand delivery address provided above. All
deliveries of newly issued Rights Certificates will be at your own risk.

  If the aggregate Subscription Price paid by you is insufficient to purchase
the number of Underlying Shares subscribed for, or if no number of Underlying
Shares to be purchased is specified, then you will be deemed to have exercised
the Basic Subscription Privilege to purchase Underlying Shares to the full
extent of the payment tendered. If the aggregate Subscription Price paid by you
exceeds the amount necessary to purchase the number of Underlying Shares for
which you have indicated an intention to subscribe (such excess being the
"Subscription Excess"), then you will be deemed to have exercised the Over-
Subscription Privilege to the full extent of the excess payment tendered, to
purchase, to the extent available, that number of whole shares of Common Stock
equal to the quotient obtained by dividing the Subscription Excess by the
Subscription Price. Any remaining amount shall be returned to you by mail
without interest or deduction as soon as practicable after the Expiration Date
and after all prorations and adjustments contemplated by the terms of the
rights offering have been effected.

                                       3
<PAGE>

2. Issuance of Common Stock.

  The following deliveries and payments will be made to the address shown on
the face of your Rights Certificate unless you provide instructions to the
contrary in Form 3 of your Rights Certificate.

  (a) Basic Subscription Privilege. As soon as practicable after the Expiration
Date and the valid exercise of Rights, the Subscription Agent will mail to each
exercising Rights holder certificates representing shares of Common Stock
purchased pursuant to the Basic Subscription Privilege.

  (b) Over-Subscription Privilege. As soon as practicable after the Expiration
Date and after all prorations and adjustments contemplated by the terms of the
rights offering have been effected, the Subscription Agent will mail to each
Rights holder who validly exercises the Over-Subscription Privilege
certificates representing the number of shares of Common Stock, if any,
allocated to such Rights holder pursuant to the Over-Subscription Privilege.
See "The Rights Offering--Subscription Privileges--Over-Subscription Privilege"
in the Prospectus.

  (c) Excess Cash Payments. As soon as practicable after the Expiration Date
and after all prorations and adjustments contemplated by the terms of the
rights offering have been effected, the Subscription Agent will mail to each
Rights holder who exercises the Over-Subscription Privilege any excess amount,
without interest or deduction, received in payment of the Subscription Price
for Excess Shares that are subscribed for by such Rights holder but not
allocated to such Rights holder pursuant to the Over-Subscription Privilege.

3. Sale or Transfer of Rights.

  (a) Sale of Rights Through a Bank or Broker. To sell all Rights evidenced by
a Rights Certificate through your bank or broker, so indicate on Form 2 and
deliver your properly completed and executed Rights Certificate to your bank or
broker. Your Rights Certificate should be delivered to your bank or broker in
ample time for it to be exercised. If Form 2 is completed without designating a
transferee, the Subscription Agent may thereafter treat the bearer of the
Rights Certificate as the absolute owner of all of the Rights evidenced by such
Rights Certificate for all purposes, and the Subscription Agent shall not be
affected by any notice to the contrary. Because your bank or broker cannot
issue Rights Certificates, if you wish to sell less than all of the Rights
evidenced by a Rights Certificate, either you or your bank or broker must
instruct the Subscription Agent as to the action to be taken with respect to
the Rights not sold, or you or your bank or broker must first have your Rights
Certificate divided into Rights Certificates of appropriate denominations by
following the instructions in Section 4 of these instructions. The Rights
Certificates evidencing the number of Rights you intend to sell can then be
transferred by your bank or broker in accordance with the instructions in this
Section 3(a).

  (b) Transfer of Rights to a Designated Transferee. To transfer all of your
Rights to a transferee other than a bank or broker, you must complete Form 2 in
its entirety, execute the Rights Certificate and have your signature guaranteed
by an Eligible Institution. A Rights Certificate that has been properly
transferred in its entirety may be exercised by a new holder without having a
new Rights Certificate issued. In order to exercise, or otherwise take action
with respect to, such a transferred Rights Certificate, the new holder should
deliver the Rights Certificate, together with payment of the applicable
Subscription Price (with respect to the exercise of both the Basic Subscription
Privilege and the Over-Subscription Privilege) and complete separate
instructions signed by the new holder, to the Subscription Agent in ample time
to permit the Subscription Agent to take the desired action. Because only the
Subscription Agent can issue Rights Certificates, if you wish to transfer less
than all of the Rights evidenced by your Rights Certificate to a designated
transferee, you must instruct the Subscription Agent as to the action to be
taken with respect to the Rights not sold or transferred, or you must divide
your Rights Certificate into Rights Certificates of appropriate smaller
denominations by following the instructions in Section 4 below. The Rights
Certificate evidencing the number of Rights you intend to transfer can then be
transferred by following the instructions in this Section 3(b).

                                       4
<PAGE>


  Rights holders wishing to transfer a portion of their Rights (but not
fractional Rights) should allow a sufficient amount of time prior to the
Expiration Date for (i) the transfer instructions to be received and processed
by the Subscription Agent, (ii) a new Rights Certificate to be issued and
transmitted to the transferee or transferees with respect to transferred
Rights and to the transferor with respect to retained Rights, if any, and
(iii) the Rights evidenced by such new Rights Certificates to be exercised or
sold by the recipients thereof. Neither Samsonite nor the Subscription Agent
shall have any liability to a transferee or transferor of Rights if Rights
Certificates are not received in time for exercise or sale prior to the
Expiration Date.

  Samsonite will pay all fees and expenses of the Subscription Agent and the
Information Agent and has also agreed to indemnify the Subscription Agent and
the Information Agent from certain liabilities which they may incur in
connection with the rights offering. All commissions, fees and other expenses
(including brokerage commissions and transfer taxes) incurred in connection
with the purchase, sale or exercise of Rights will be for the account of the
transferor of the Rights, and none of such commissions, fees or expenses will
be paid by Samsonite, the Information Agent or the Subscription Agent.

4. Division of Rights Certificate Into Smaller Denominations.

  To have a Rights Certificate divided into smaller denominations, send your
Rights Certificate, together with complete separate instructions (including
specification of the denominations into which you wish your Rights to be
divided) signed by you, to the Subscription Agent, allowing a sufficient
amount of time for new Rights Certificates to be issued and returned so that
they can be used prior to the Expiration Date. Alternatively, you may ask a
bank or broker to effect such actions on your behalf. Your signature must be
guaranteed by an Eligible Institution if any of the new Rights Certificates
are to be issued in a name other than that in which the old Rights Certificate
was issued. Rights Certificates may not be divided into fractional Rights, and
any instruction to do so will be rejected. As a result of delays in the mail,
the time of the transmittal, the necessary processing time and other factors,
you or your transferee may not receive such new Rights Certificates in time to
enable the Rights holder to complete a sale or exercise by the Expiration
Date. Neither Samsonite, the Information Agent nor the Subscription Agent will
be liable to either a transferor or transferee for any such delays.

5. Execution.

  (a) Execution by Registered Holder. The signature on the Rights Certificate
must correspond with the name of the registered holder exactly as it appears
on the face of the Rights Certificate without any alteration or change
whatsoever. Persons who sign the Rights Certificate in a representative or
other fiduciary capacity must indicate their capacity when signing and, unless
waived by the Subscription Agent in its sole and absolute discretion, must
present to the Subscription Agent satisfactory evidence of their authority to
so act.

  (b) Execution by Person Other than Registered Holder. If the Rights
Certificate is executed by a person other than the holder named on the face of
the Rights Certificate, proper evidence of authority of the person executing
the Rights Certificate must accompany the same unless, for good cause, the
Subscription Agent dispenses with proof of authority.

  (c) Signature Guarantees. Your signature must be guaranteed by an Eligible
Institution if (i) you wish to transfer your Rights, as specified in Section
3(b) above, to a transferee other than a bank or broker, (ii) if you wish a
new Rights Certificate to be issued in a name other than that in which the old
Rights Certificate was issued, as specified in Section 4 above, or (iii) if
you specify special payment or delivery instructions pursuant to Form 3.

6. Method of Delivery.

  The method of delivery of Rights Certificates and payment of the
Subscription Price to the Subscription Agent will be at the election and risk
of the Rights holder, but, if sent by mail, it is

                                       5
<PAGE>


recommended that such certificates and payments be sent by registered mail,
properly insured, with return receipt requested, and that a sufficient number
of days be allowed to ensure delivery to the Subscription Agent and the
clearance of payment prior to 5:00 p.m., New York City time, on the Expiration
Date. Because uncertified personal checks may take at least five business days
to clear, you are strongly urged to pay, or arrange for payment, by means of
certified or cashier's check, money order or wire transfer of funds.

7. Special Provisions Relating to the Delivery of Rights Through the Depository
Trust Company.

  In the case of Rights that are held of record through the Depository Trust
Company (the "Book-Entry Transfer Facility"), exercises of the Basic
Subscription Privilege and the Over-Subscription Privilege may be effected by
instructing the Book-Entry Transfer Facility to transfer Rights from the Book-
Entry Transfer Facility account of such holder to the Book-Entry Transfer
Facility account of the Subscription Agent, together with certification as to
the aggregate number of Rights exercised and the number of Underlying Shares
thereby subscribed for pursuant to the Basic Subscription Privilege and the
Over-Subscription Privilege by each beneficial owner of Rights on whose behalf
such nominee is acting, and payment of the Subscription Price for each share of
Common Stock subscribed for pursuant to the Basic Subscription Privilege and
the Over-Subscription Privilege.

8. Substitute Form W-9.

  Each Rights holder who elects to exercise Rights should provide the
Subscription Agent with a correct Taxpayer Identification Number (TIN) on
Substitute Form W-9, a copy of which is included as Exhibit B hereto.
Additional copies of Substitute Form W-9 may be obtained upon request from the
Information Agent by calling the telephone number indicated above. Failure to
provide the information on the form may subject such holder to a $50.00 penalty
for each such failure and to 31% federal income tax backup withholding with
respect to dividends that may be paid by Samsonite on shares of Common Stock
purchased upon the exercise of Rights (for those holders exercising Rights).

                                       6
<PAGE>

                                                                       Exhibit A

                         Notice of Guaranteed Delivery
                                      for
                              Rights Certificates

                                   Issued by

                             SAMSONITE CORPORATION

  This form, or one substantially equivalent hereto, must be used to exercise
Rights pursuant to the Rights Offering described in the Prospectus dated
September  , 1999 (the "Prospectus") of Samsonite Corporation, a Delaware
corporation ("Samsonite"), if a holder of Rights cannot deliver the
certificate(s) evidencing the Rights (the "Rights Certificate(s)"), to the
Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00
p.m., New York City time, on October  , 1999, unless such time is extended by
Samsonite as described in the Prospectus (as it may be extended, the
"Expiration Date"). Such form must be delivered by hand or sent by telegram,
facsimile transmission, first class mail or overnight courier to the
Subscription Agent, and must be received by the Subscription Agent on or prior
to the Expiration Date. See "The Rights Offering--Method of Subscription--
Exercise of Rights" in the Prospectus.

  Payment of the Subscription Price of $6.00 per share for each share of
Samsonite's Common Stock subscribed for upon exercise of such Rights must be
received by the Subscription Agent in the manner specified in the Prospectus at
or prior to 5:00 p.m., New York City time, on the Expiration Date even if the
Rights Certificate(s) evidencing such Rights is (are) being delivered pursuant
to the Guaranteed Delivery Procedures thereof. See "The Rights Offering--Method
of Subscription--Exercise of Rights" in the Prospectus.

                        The Subscription Agent is:

If by Mail or Telegram:         If by Hand:           If by Overnight Courier:

     EquiServe             Securities Transfer &           EquiServe
                         Reporting Services,
Attn: Corporate Actions          Inc.                  Attn: Corporate Action
   P.O. Box 9573             c/o EquiServe            40 Campanelli Drive
 Boston, MA 02205-9573       100 Williams St.,        Braintree, MA 02184
                               Galleria
                          New York, NY 10038

                                                  Telephone Number for
   Confirm Facsimile      Facsimile Transmission:           Information:
 Receipt by Telephone:
                            (781) 575-4826              (781) 575-3100

  (781) 575-4816

  DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.


                                      A-1
<PAGE>

Ladies and Gentlemen:

  The undersigned hereby represents that the undersigned is the holder of
Rights Certificate(s) representing     Rights and that such Rights
Certificate(s) cannot be delivered to the Subscription Agent at or before 5:00
p.m., New York City time, on the Expiration Date. Upon the terms and subject to
the conditions set forth in the Prospectus, receipt of which is hereby
acknowledged, the undersigned hereby elects to exercise (i) the Basic
Subscription Privilege to subscribe for     share(s) of Common Stock with
respect to each of     Rights represented by such Rights Certificate(s) and
(ii) the Over-Subscription Privilege relating to such Rights, to the extent
that shares of Common Stock that are not otherwise purchased pursuant to the
exercise of Rights (the "Excess Shares") are available therefor, for an
aggregate of up to     Excess Shares, subject to availability and proration.

  The undersigned understands that payment of the Subscription Price of $6.00
per share for each share of Common Stock subscribed for pursuant to the Basic
Subscription Privilege and Over-Subscription Privilege must be received by the
Subscription Agent at or before 5:00 p.m., New York City time, on the
Expiration Date and represents that such payment, in the aggregate amount of
$    either (check appropriate box):

  [_]is being delivered to the Subscription Agent herewith

                                       or

  [_]has been delivered separately to the Subscription Agent in the manner
     set forth below (check appropriate box and complete information relating
     thereto):

  [_]Uncertified check (Payment by uncertified check will not be deemed to
     have been received by the Subscription Agent until such check has
     cleared. Holders paying by such means are urged to make payment
     sufficiently in advance of the Expiration Date to ensure that such
     payment clears by such date.)

  [_]Certified check

  [_]Bank draft (cashier's check)

  [_]Money order

     --Name of maker:

    ----------------------------------------------------
     --Date of check, draft or money order:

    ----------------------------------------------------
     --Check, draft or money order number:

    ----------------------------------------------------
     --Bank on which check is drawn or issuer of money order:

    ----------------------------------------------------

Signature(s) ________________________     Address _____________________________


- -------------------------------------     -------------------------------------

Name(s) ________________________________________________________________________
                             (Please type or print)

Area code and Tel. no(s) ____________     Rights Certificate No(s). (if
                                          available) __________________________


                                      A-2
<PAGE>

                             GUARANTEE OF DELIVERY
          (Not To Be Used For Rights Certificate Signature Guarantee)

  The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States,
or a bank, stockbroker, savings and loan association or credit union with
membership in an approved signature guarantee medallion program, pursuant to
Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees
that the undersigned will deliver to the Subscription Agent the certificates
representing the Rights being exercised hereby, with any required signature
guarantee and any other required documents, all within three (3) business days
after the date hereof.

- -------------------------------------     Dated: ______________________________

- -------------------------------------     -------------------------------------

- -------------------------------------     -------------------------------------
              (Address)                              (Name of Firm)

- -------------------------------------     -------------------------------------
  (Area Code and Telephone Number)               (Authorized Signature)

  The institution which completes this form must communicate the guarantee to
the Subscription Agent and must deliver the Rights Certificate(s) to the
Subscription Agent within the time period shown in this prospectus. Failure to
do so could result in a financial loss to such institution.

                                      A-3
<PAGE>

                                                                       EXHIBIT B

                           IMPORTANT TAX INFORMATION

  This tax information is provided in connection with the Prospectus of
Samsonite Corporation dated September  , 1999 (the "Prospectus"). Capitalized
terms used in this prospectus but not otherwise defined in this prospectus
shall have the meanings assigned to such terms in the Prospectus.

  Under the United States federal income tax laws, dividend payments that may
be made by Samsonite on shares of Common Stock issued upon the exercise of
Rights may be subject to backup withholding. Generally such payments will be
subject to backup withholding unless the holder (i) is exempt from backup
withholding or (ii) furnishes the payer with its correct taxpayer
identification number (TIN) and certifies that the number provided is correct
and further certifies that such holder is not subject to backup withholding as
a result of a failure to report all interest or dividend income. Each Rights
holder that exercises Rights and wants to avoid backup withholding should
provide the Subscription Agent, as Samsonite's agent in respect of exercised
Rights (the "requester"), with such holder's correct taxpayer identification
number (or with a certification that such holder is awaiting a taxpayer
identification number) and with a certification that such holder is not subject
to backup withholding by completing Substitute Form W-9 below.

  Certain holders (including, among others, all corporations and certain
foreign individuals) are exempt from these backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under the
penalties of perjury, attesting to that individual's exempt status. Such
statements may be obtained from the Subscription Agent. Exempt holders, while
not required to file Substitute Form W-9, should file Substitute Form W-9 to
avoid possible erroneous backup withholding. See the enclosed Guidelines for
Request for Taxpayer Identification Number and Certification on Substitute Form
W-9 for additional instructions.

  If backup withholding applies, Samsonite or the Subscription Agent, as the
case may be, will be required to withhold 31% of any dividend payments made to
a holder of Common Stock. Backup withholding is not an additional tax. Rather,
the amount of backup withholding is treated, like any other withheld amounts,
as an advance payment of the person's tax liability, and the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.

Purpose of Substitute Form W-9

  To prevent backup withholding on dividend payments that may be made on shares
of Common Stock issued upon the exercise of Rights, a Rights holder that
exercises Rights is required to notify the Subscription Agent of such holder's
correct taxpayer identification number by completing Substitute Form W-9 below
and certifying on Substitute Form W-9 that the taxpayer identification number
provided is correct (or that such holder is awaiting a taxpayer identification
number). In addition, the holder is required to certify on Substitute Form W-9
that it is (i) exempt from backup withholding, or (ii) not subject to backup
withholding due to prior under reporting of interest or dividend income, or
(iii) the Internal Revenue Service (the "IRS") has notified it that it is no
longer subject to backup withholding.

What Number to Give the Subscription and Information Agent

  A Rights holder that exercises Rights is required to give the Subscription
Agent the taxpayer identification number of the record owner of the shares of
Common Stock issued upon the exercise of the Rights. If such record owner is an
individual, the taxpayer identification number is the taxpayer's social
security number. For most other entities, the taxpayer identification number is
the employer identification number. If the shares of Common Stock issued upon
the exercise of the Rights are in more than one name or are not in the name of
the actual owner, consult the enclosed Guidelines for Request for Taxpayer
Identification Number and Certification on Substitute Form W-9 for additional
guidelines on what number to report. If the Subscription Agent is not provided
with the correct taxpayer identification number in connection with such
payments, the holder may be subject to a $50.00 penalty imposed by the IRS.

                                      B-1
<PAGE>

                               REQUESTER'S NAME:
              Give Form to the Requester. Do NOT send to the IRS.

- -------------------------------------------------------------------------------

 Name (If a joint account or you changed your name, see enclosed Guidelines.)

- -------------------------------------------------------------------------------

 Business name, if different from above.

- -------------------------------------------------------------------------------

 Check appropriate box:  [_] Individual/Sole Proprietor  [_] Corporation
                         [_] Partnership  [_] Other

- -------------------------------------------------------------------------------

 Address (number, street, and apt. or suite no.)

- -------------------------------------------------------------------------------

 City, state, and ZIP code

- -------------------------------------------------------------------------------

                        Part I--TAXPAYER               Social Security Number
                        IDENTIFICATION NUMBER
                        (TIN).                         ----------------------

 SUBSTITUTE
 Form W-9

 Department of                                         Employer Identification
 the Treasury           Enter your TIN in the                  Number
 Internal               appropriate box. For most      ----------------------
 Revenue                individuals, this is your      Note: If the account
 Service                social security number         is in more than one
                        (SSN). For most other          name, see the chart
Payer's Request for     entities, it is your           in the enclosed
Taxpayer Identification employer identification        Guidelines to
Number (TIN)            number (EIN). If you do not    determine what number
                        have a number, see How to      to give.
                        Get a TIN in the enclosed
                        Guidelines.
                       --------------------------------------------------------
                        Part II--For Payees Exempt From Backup Withholding
                        (See the enclosed Guidelines)


                       --------------------------------------------------------
                        Part III--Certification

                        Under penalties of perjury, I certify that:

                        (1) The number shown on this form is my correct
                        taxpayer identification number (or I am waiting for a
                        number to be issued to me), and

                        (2) I am not subject to backup withholding because:
                        (a) I am exempt from backup withholding; or (b) I
                        have not been notified by the Internal Revenue
                        Service (IRS) that I am subject to backup withholding
                        as a result of a failure to report all interest or
                        dividends; or (c) the IRS has notified me that I am
                        no longer subject to backup withholding.

                        CERTIFICATION INSTRUCTIONS--You must cross out item
                        (2) above if you have been notified by the IRS that
                        you are subject to backup withholding because you
                        have failed to report all interest and dividends on
                        your tax return. However, if after being notified by
                        the IRS that you were subject to backup withholding
                        you received another notification from the IRS that
                        you are no longer subject to backup withholding, do
                        not cross out item (2).

                        The Internal Revenue Service does not require your
                        consent to any provision of this document other than
                        the certifications required to avoid backup
                        withholding.

                        SIGNATURE _______________________     DATE ___ ,
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
      ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR REQUEST
      FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ON SUBSTITUTE FORM
      W-9 FOR ADDITIONAL DETAILS.

                                      B-2
<PAGE>

              GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
                NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9

What Name and Number to Give the Requester

  Name

  If you are an individual, you must generally enter the name shown on your
Social Security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
Administration of the name change, enter your first name, the last name shown
on your Social Security card, and your new last name. If the account is in
joint names, list first and then circle the name of the person or entity whose
number you enter in Part I of the form.

  Sole Proprietor--You must enter your individual name as shown on your Social
Security card. You may enter your business, trade or "doing business as" name
on the business name line.

  Other Entities--Enter the business name as shown on required federal income
tax documents. This name should match the name shown on the charter or other
legal document creating the entity. You may enter any business, trade or
"doing business as" name on the business name line.

  Taxpayer Identification Number (TIN)

  You must enter your taxpayer identification number in the appropriate box.
If you are a resident alien and you do not have and are not eligible to get a
Social Security number, your taxpayer identification number is your IRS
individual taxpayer identification number (ITIN). Enter it in the Social
Security number box. If you do not have an individual taxpayer identification
number, see How to Get a TIN below. If you are a sole proprietor and you have
an employer identification number, you may enter either your Social Security
number or employer identification number. However, using your employer
identification number may result in unnecessary notices to the requester.

  Social Security numbers (SSN's) have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers (EIN's) have nine digits
separated by only one hyphen: i.e. 00-0000000.

  The table below will help determine the number to give the requester.


<TABLE>
<CAPTION>
- ------------------------------------------------
                                Give Name and
For this type of account:        SSN of:
- ------------------------------------------------
<S>                             <C>
1. Individual                   The individual
2. Two or more individuals      The actual owner
   (joint account)              of the account
                                or, if combined
                                funds, the first
                                individual on
                                the account(1)
3. Custodian account of a       The minor(2)
   minor (Uniform Gift to
   Minors Act)
4.a. The usual revocable        The grantor-
   savings trust (grantor is    trustee(1)
   also trustee)
b. The so-called trust account  The actual
   that is not a legal or       owner(1)
   valid trust under state law
5. Sole proprietorship          The owner(3)
6. A valid trust, estate, or    Legal entity(4)
   pension trust
- ------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------
                               Give Name and
For this type of account:       SSN of:
- ------------------------------------------------
<S>                            <C>
 7. Corporation                The corporation
 8. Association, club,         The organization
    religious, charitable,
    educational or other tax-
    exempt organization
 9. Partnership                The partnership
10. A broker or registered     The broker or
    nominee                    nominee
11. Account with the           The public
    Department of Agriculture  entity
    in the name of a public
    entity (such as a state
    or local government,
    school district, or
    prison) that receives
    agricultural program
    payments
- ------------------------------------------------
</TABLE>

- --------------------------------------

(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has a Social Security number, that
    person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) You must show your individual name, but you may also enter your business
    or "doing business as" name. You may use either your Social Security
    number or employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate or pension
    trust. (Do not furnish the taxpayer identification number of the personal
    representative or trustee unless the legal entity itself is not designated
    in the account title.)

  Note: If no name is circled when more than one name is listed, the number
  will be considered to be that of the first name listed.

                                      B-3
<PAGE>

              GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                    Page 2
 How to Get a TIN

  If you do not have a taxpayer identification number, apply for one
immediately. To apply for a Social Security number, get Form SS-5, Application
for a Social Security Number Card, from your local Social Security
Administration office. Get Form W-7 to apply for an individual taxpayer
identification number or Form SS-4, Application for Employer Identification
Number, to apply for an employer identification number. You can get Forms W-7
and SS-4 from the IRS.

  If you do not have a taxpayer identification number, write "Applied For" in
the space for the taxpayer identification number, sign and date the form, and
give it to the requester. For interest and dividend payments and certain
payments made with respect to readily tradable instruments, you will generally
have 60 days to get a taxpayer identification number and give it to the
requester. Other payments are subject to backup withholding.

  Note: Writing "Applied For" means that you have already applied for a
taxpayer identification number or that you intend to apply for one soon.

Exemption From Backup Withholding

 Payees Exempt from Backup Withholding

Individuals (including sole proprietors) are NOT exempt from backup
withholding. For interest and dividends, the following payees are exempt from
backup withholding:
 . A corporation.

 . A financial institution.

 . An organization exempt from tax under section 501(a) of the Internal
   Revenue Code of 1986, as amended (the "Code"), an individual retirement
   account (IRA), or a custodial account under section 403(b)(7) of the Code
   if the account satisfies the requirements of section 401(f)(2) of the Code.

 . The United States or any agency or instrumentalities.

 . A state, the District of Columbia, a possession of the United States, or
   any of their political subdivisions or instrumentalities.

 . A foreign government or any of its political subdivisions, agencies or
   instrumentalities.

 . An international organization or any of its agencies or instrumentalities.

 . A dealer in securities or commodities required to register in the United
   States, the District of Columbia or a possession of the United States.

 . A real estate investment trust.

 . A common trust fund operated by a bank under section 584(a) of the Code.

 . An entity registered at all times during the tax year under the Investment
   Company Act of 1940.

 . A foreign central bank of issue.

 . A middleman known in the investment community as a nominee or who is listed
   in the most recent publication of the American Society of Corporate
   Secretaries, Inc., Nominee List.

 . A trust exempt from tax under section 664 of the Code or described in
   section 4947 of the Code.

 Payments Exempt From Backup Withholding

Dividends and patronage dividends that generally are exempt from backup
withholding include:

 . Payments to nonresident aliens subject to withholding under section 1441 of
   the Code.

 . Payments to partnerships not engaged in a trade or business in the United
   States and that have at least one nonresident alien partner.

 . Payments of patronage dividends where the amount received is not paid in
   money.

 . Payments made by certain foreign organizations.

 . Payments made by ESOP pursuant to section 404(k) of the Code.

Interest payments that are generally exempt from backup withholding include:

 . Payments of interest on obligations issued by individuals. Note: You may be
   subject to backup withholding if this interest is $600 or more and is paid
   in the course of the payer's trade or business and you have not provided
   your correct taxpayer identification number to the payer.

 . Payments of tax-exempt interest (including exempt-interest dividends under
   section 852).

 . Payments described in section 6049(b)(5) to nonresident aliens.

 . Payments on tax-free covenant bonds under section 1451.

 . Payments made by certain foreign organizations.

  Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A, 6042, 6044,
6045, 6049, 6050A and 6050N of the Code, and their regulations.

  If you are exempt from backup withholding, you should still complete and
file Substitute Form W-9 to avoid possible erroneous backup withholding. Enter
your correct taxpayer identification number in Part I, write "Exempt" in Part
II, and sign and date the form and return it to the requester.

  If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.

Privacy Act Notice

  Section 6109 of the Code requires you to give your correct taxpayer
identification number to persons who must file information returns with the
IRS to report interest, dividends and certain other income paid to you. The
IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. The IRS may also provide this information to the
Department of Justice for civil and criminal litigation and to cities, states,
and the District of Columbia to carry out their tax laws. You must provide
your taxpayer identification number whether or not you are required to file a
tax return. Payers must generally withhold 31% of taxable interest, dividends
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. If you fail to furnish
your correct taxpayer identification number to a requester, you are subject to
a penalty of $50.00 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. If you
make a false statement with no reasonable basis which results in no backup
withholding, you are subject to a $500.00 penalty.

(3) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

                                      B-4

<PAGE>

                                                                    Exhibit 99.2

                         Notice of Guaranteed Delivery

                                      for

                              Rights Certificates

                                   Issued by

                             SAMSONITE CORPORATION

  This form, or one substantially equivalent hereto, must be used to exercise
Rights pursuant to the Rights Offering described in the Prospectus dated
September , 1999 (the "Prospectus") of Samsonite Corporation, a Delaware
corporation ("Samsonite"), if a holder of Rights cannot deliver the
certificate(s) evidencing the Rights (the "Rights Certificate(s)"), to the
Subscription Agent listed below (the "Subscription Agent") at or prior to 5:00
p.m., New York City time, on October , 1999, unless such time is extended by
Samsonite as described in the Prospectus (as it may be extended, the
"Expiration Date"). Such form must be delivered by hand or sent by telegram,
facsimile transmission, first class mail or overnight courier to the
Subscription Agent, and must be received by the Subscription Agent on or prior
to the Expiration Date. See "The Rights Offering--Method of Subscription--
Exercise of Rights" in the Prospectus.

  Payment of the Subscription Price of $6.00 per share for each share of
Samsonite's Common Stock subscribed for upon exercise of such Rights must be
received by the Subscription Agent in the manner specified in the Prospectus at
or prior to 5:00 p.m., New York City time, on the Expiration Date even if the
Rights Certificate(s) evidencing such Rights is (are) being delivered pursuant
to the Guaranteed Delivery Procedures thereof. See "The Rights Offering--Method
of Subscription--Exercise of Rights" in the Prospectus.

                        The Subscription Agent is:

 If by Mail or Telegram:          If by Hand:         If by Overnight Courier:
     EquiServe               Securities Transfer &         EquiServe
                           Reporting Services, Inc.
 Attn: Corporate Action                                Attn: Corporate Actions
   P.O. Box 9573              c/o EquiServe           40 Campanelli Drive
  Boston, MA 02205-9573        100 Williams St.,      Braintree, MA 02184
                                 Galleria
                              New York, NY 10038

                            Facsimile Transmission:     Telephone Number for
    Confirm Facsimile                                       Information:
  Receipt by Telephone:       (781) 575-4826
                                                         (781) 575-3100
   (781) 575-4816

  DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE
DOES NOT CONSTITUTE A VALID DELIVERY.

                                       1
<PAGE>

Ladies and Gentlemen:

  The undersigned hereby represents that the undersigned is the holder of
Rights Certificate(s) representing    Rights and that such Rights
Certificate(s) cannot be delivered to the Subscription and Information Agent at
or before 5:00 p.m., New York City time, on the Expiration Date. Upon the terms
and subject to the conditions set forth in the Prospectus, receipt of which is
hereby acknowledged, the undersigned hereby elects to exercise (i) the Basic
Subscription Privilege to subscribe for    share(s) of Common Stock with
respect to each of    Rights represented by such Rights Certificate(s) and (ii)
the Over-Subscription Privilege relating to such Rights, to the extent that
shares of Common Stock that are not otherwise purchased pursuant to the
exercise of Rights (the "Excess Shares") are available therefor, for an
aggregate of up to    Excess Shares, subject to availability and proration.

  The undersigned understands that payment of the Subscription Price of $6.00
per share for each share of Common Stock subscribed for pursuant to the Basic
Subscription Privilege and Over-Subscription Privilege must be received by the
Subscription Agent at or before 5:00 p.m., New York City time, on the
Expiration Date and represents that such payment, in the aggregate amount of
$   either (check appropriate box):

     [_]is being delivered to the Subscription Agent herewith
                                       or

     [_]has been delivered separately to the Subscription Agent

in the manner set forth below (check appropriate box and complete information
relating thereto):

    [_]Uncertified check (Payment by uncertified check will not be deemed
       to have been received by the Subscription Agent until such check has
       cleared. Holders paying by such means are urged to make payment
       sufficiently in advance of the Expiration Date to ensure that such
       payment clears by such date.)

     [_]Certified check

     [_]Bank draft (cashier's check)

     [_]Money order

       --Name of maker:

    ----------------------------------------------------
       --Date of check, draft or money order:

    ----------------------------------------------------
       --Check, draft or money order number:

    ----------------------------------------------------
       --Bank on which check is drawn or issuer of money order:

    ----------------------------------------------------

Signature(s) ________________________     Address _____________________________

- -------------------------------------     -------------------------------------

Name(s) ________________________________________________________________________
                             (Please type or print)

Area code and Tel. no(s) ____________     Rights Certificate No(s). (if
                                          available) __________________________

                                       2
<PAGE>

                             GUARANTEE OF DELIVERY
          (Not To Be Used For Rights Certificate Signature Guarantee)

  The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States,
or a bank, stockbroker, savings and loan association or credit union with
membership in an approved signature guarantee medallion program, pursuant to
Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees
that the undersigned will deliver to the Subscription Agent the certificates
representing the Rights being exercised hereby, with any required signature
guarantee and any other required documents, all within three (3) business days
after the date hereof.

- -------------------------------------     Dated: ______________________________

- -------------------------------------     -------------------------------------

- -------------------------------------     -------------------------------------
              (Address)                              (Name of Firm)

- -------------------------------------     -------------------------------------
  (Area Code and Telephone Number)               (Authorized Signature)

  The institution which completes this form must communicate the guarantee to
the Subscription Agent and must deliver the Rights Certificate(s) to the
Subscription Agent within the time period shown in this prospectus. Failure to
do so could result in a financial loss to such institution.

                                       3

<PAGE>


                                                               Exhibit 99.3

                             SAMSONITE CORPORATION

                              Rights Offering

                              to Stockholders
                            of Samsonite Corporation

                                                          September  , 1999

Dear Stockholder:

  This notice is being distributed by Samsonite Corporation ("Samsonite") to
all holders of record ("Recordholders") of shares of its Common Stock, par
value $.01 per share (the "Common Stock"), at the close of business on
September   , 1999 (the "Record Date"), in connection with a distribution in a
rights offering (the "Rights Offering") of transferable subscription Rights
(the "Rights") to subscribe for and purchase shares of its Common Stock. The
Rights and Common Stock are described in Samsonite's Prospectus dated September
  , 1999 (the "Prospectus").

  The Rights will expire, if not exercised, at 5:00 p.m., New York City time,
on October   , 1999, unless extended in the sole discretion of Samsonite (as it
may be extended, the "Expiration Date").

  In the Rights Offering, each Recordholder will receive   Rights for each
share of Common Stock owned of record as of the close of business on the Record
Date. No fractional Rights or cash in lieu thereof will be issued or paid.
Instead, the number of Rights distributed will be rounded to the nearest whole
number, with such adjustments as may be necessary to ensure that if all Rights
are exercised, the gross proceeds to Samsonite from the Rights Offering will
equal $100 million.

  Each Right allows the holder thereof to subscribe (the "Basic Subscription
Privilege") at the cash price of $6.00 per share (the "Subscription Price") for
one share of Common Stock.

  In addition, Rights holders which exercise their Basic Subscription Privilege
also will be eligible to subscribe (the "Over-Subscription Privilege") at the
same cash price of $6.00 per share for shares of Common Stock that are offered
but not otherwise purchased in the Rights Offering, subject to availability and
proration.

  The Rights will be evidenced by transferable Rights certificates (the "Rights
Certificates") and will be transferable until the close of business on the last
trading day prior to the Expiration Date, at which time they will cease to have
value.

  Enclosed are copies of the following documents:

       1. Prospectus;

       2. Rights Certificate;

       3. Instructions as to Use of Samsonite Corporation Rights Certificates
  (including a Notice of Guaranteed Delivery for Rights Certificates Issued
  by Samsonite Corporation and Guidelines for Request for Taxpayer
  Identification Number and Certification on Substitute Form W-9); and

       4. A return envelope addressed to EquiServe, the Subscription Agent.

  If you desire to exercise Rights, your prompt action is requested. To
exercise Rights, you should properly complete and sign the Rights Certificate
(or the Notice of Guaranteed Delivery if you are following the Guaranteed
Delivery Procedures) and forward it, with payment of the Subscription Price in
full for each share of Common Stock subscribed for pursuant to the Basic
Subscription Privilege and Over-Subscription Privilege,

                                       1
<PAGE>


to the Subscription Agent, as indicated in the Prospectus. The Subscription
Agent must receive the Rights Certificate or Notice of Guaranteed Delivery with
payment of the Subscription Price, including final clearance of any checks,
prior to 5:00 p.m., New York City time, on the Expiration Date. A Rights holder
cannot revoke the exercise of its Rights. Rights not exercised prior to the
Expiration Date will expire.

  Additional copies of the enclosed materials may be obtained from Corporate
Investor Communications, Inc., the Information Agent. The Information Agent's
toll free telephone number is (877) 460-4352.

                                          Very truly yours,

                                          Samsonite Corporation

                                       2

<PAGE>


                                                               Exhibit 99.4

                             SAMSONITE CORPORATION

                              Rights Offering

                              to Stockholders
                            of Samsonite Corporation

To Securities Dealers, Commercial Banks,
  Trust Companies and Other Nominees:

  This letter is being distributed to securities dealers, commercial banks,
trust companies and other nominees in connection with the rights offering (the
"Rights Offering") by Samsonite Corporation ("Samsonite") of shares of its
Common Stock (as such term is defined below), pursuant to transferable
subscription Rights (the "Rights") distributed to all holders of record
("Recordholders") of shares of Samsonite's Common Stock, par value $.01 per
share (the "Common Stock"), at the close of business on September   , 1999 (the
"Record Date"). The Rights and Common Stock are described in Samsonite's
Prospectus dated September   , 1999 (the "Prospectus").

  The Rights will expire, if not exercised, at 5:00 p.m., New York City time,
on October   , 1999, unless extended for in the sole discretion of Samsonite
(as it may be extended, the "Expiration Date").

  Each Right allows the holder thereof to subscribe (the "Basic Subscription
Privilege") at the cash price of $6.00 per share (the "Subscription Price") for
one share of Common Stock.

  In addition, Rights holders which exercise their Basic Subscription Privilege
also will be eligible to subscribe (the "Over-Subscription Privilege") at the
same cash price of $6.00 per share for shares of Common Stock that are offered
but not otherwise purchased in the Rights Offering, subject to availability and
proration.

  The Rights are evidenced by a transferable Rights certificate (a "Rights
Certificate") registered in your name or the name of your nominee. Each
beneficial owner of shares of Common Stock registered in your name or the name
of your nominee is entitled to    Rights for each share of Common Stock owned
by such beneficial owner as of the close of business on the Record Date. No
fractional Rights or cash in lieu thereof will be issued or paid. Instead, the
number of Rights distributed will be rounded to the nearest whole number, with
such adjustments as may be necessary to ensure that if all Rights are
exercised, the gross proceeds to Samsonite from the Rights Offering will equal
$75 million. The Rights will be transferable until the close of business on the
last trading day prior to the Expiration Date, at which time they will cease to
have value.

  We are asking persons who hold shares of Common Stock beneficially and who
have received the Rights distributable with respect to those shares through a
broker, dealer, commercial bank, trust company or other nominee, as well as
persons who hold certificates of Common Stock directly and prefer to have such
institutions effect transactions relating to the Rights on their behalf, to
contact the appropriate institution or nominee and request it to effect the
transactions for them. In addition, we are asking beneficial owners who wish to
obtain a separate Rights Certificate to contact the appropriate nominee as soon
as possible and request that a separate Rights Certificate be issued.

  If you exercise the Over-Subscription Privilege on behalf of beneficial
owners of Rights, you will be required to certify to the Subscription Agent and
Samsonite, in connection with the exercise of the Over-Subscription Privilege,
as to the aggregate number of Rights that have been exercised pursuant to the
Basic Subscription Privilege, whether the Basic Subscription Privilege of each
beneficial owner of Rights on whose behalf you are acting has been exercised in
full, and the number of shares of Common Stock being subscribed for pursuant to
the Over-Subscription Privilege by each beneficial owner of Rights on whose
behalf you are acting.


                                       1
<PAGE>


  All commissions, fees and other expenses (including brokerage commissions
and transfer taxes), other than fees and expenses of the Subscription Agent,
incurred in connection with the purchase, sale or exercise of the Rights will
be for the account of the transferor of the Rights, and none of such
commissions, fees or expenses will be paid by Samsonite or the Subscription
Agent.

  Enclosed are copies of the following documents:

       1. Prospectus;

       2. Instruction as to Use of Samsonite Corporation Rights Certificates
  (including a Notice of Guaranteed Delivery for Rights Certificates Issued
  by Samsonite Corporation and Guidelines for Request for Taxpayer
  Identification Number and Certification on Substitute Form W-9);

       3. A form of letter which may be sent to your clients for whose
  accounts you hold shares of Common Stock registered in your name or the
  name of your nominee, with an attached form of instruction;

       4. Notice of Guaranteed Delivery for Rights Certificates Issued by
  Samsonite Corporation; and

       5. A return envelope addressed to EquiServe, the Subscription Agent.

  If you desire to exercise Rights, your prompt action is requested. To
exercise Rights, you should deliver the properly completed and signed Rights
Certificate (or the Notice of Guaranteed Delivery if you are following the
Guaranteed Delivery Procedures), with payment of the Subscription Price in
full for each share of Common Stock subscribed for, to the Subscription Agent,
as indicated in the Prospectus. The Subscription Agent must receive the Rights
Certificate or Notice of Guaranteed Delivery with payment of the Subscription
Price, including final clearance of any checks, prior to 5:00 p.m., New York
City time, on the Expiration Date. A Rights holder cannot revoke the exercise
of its Rights. Rights not exercised prior to the Expiration Date will expire.

  Additional copies of the enclosed materials may be obtained from Corporate
Investor Communications, Inc., the Information Agent. The Information Agent's
toll free telephone number is (877) 460-4352.

                                         Very truly yours,

                                         Samsonite Corporation

  NOTHING IN THIS PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS AN AGENT OF SAMSONITE CORPORATION, THE SUBSCRIPTION AND
INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF
THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT
TO THE OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.

                                       2

<PAGE>


                                                               Exhibit 99.5

                             SAMSONITE CORPORATION

                              Rights Offering

                            to Stockholders of
                             Samsonite Corporation

To Our Clients:

  Enclosed for your consideration are a Prospectus, dated September  , 1999
(the "Prospectus"), and the "Instructions as to Use of Samsonite Corporation
Rights Certificates" relating to the offering (the "Rights Offering") by
Samsonite Corporation ("Samsonite") of shares of its common stock, par value
$.01 per share ("Common Stock") pursuant to transferable subscription Rights
(the "Rights") distributed to all holders of record of shares of its Common
Stock, par value $.01 per share (the "Common Stock"), at the close of business
on September , 1999 (the "Record Date"). The Rights and Common Stock are
described in Samsonite's Prospectus.

  The Rights will expire, if not exercised, at 5:00 p.m., New York City time,
on October  , 1999, unless extended in the sole discretion of Samsonite (as it
may be extended, the "Expiration Date").

  As described in the accompanying Prospectus, you will receive     Rights for
each share of Common Stock carried by us in your account as of the Record Date.
No fractional Rights or cash in lieu thereof will be issued or paid. Instead,
the number of Rights distributed will be rounded to the nearest whole number,
with such adjustments as may be necessary to ensure that if all Rights are
exercised, the gross proceeds to Samsonite will equal $75 million.

  Each Right will allow you to subscribe (the "Basic Subscription Privilege")
at the cash price of $6.00 per share (the "Subscription Price") for one share
of Common Stock.

  In addition, Rights holders which exercise their Basic Subscription Privilege
also will be eligible to subscribe (the "Over-Subscription Privilege") at the
same cash subscription price of $6.00 per share for shares of Common Stock that
are offered but not otherwise purchased in the rights offering (the "Excess
Shares"). If an insufficient number of Excess Shares is available to satisfy
fully all over-subscriptions, each Rights holder exercising the Over-
Subscription Privilege will receive a pro rata portion of the Excess Shares
available based upon the number of shares of Common Stock it subscribed for
pursuant to the Basic Subscription Privilege.

  The Rights will be evidenced by transferable Rights certificates and will be
transferable until the close of business on the last trading day prior to the
Expiration Date, at which time they will cease to have value.

  THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF
COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME.
EXERCISES AND SALES OF RIGHTS MAY BE MADE BY ONLY US AS THE RECORD OWNER AND
PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to
whether you wish us to elect to subscribe for any shares of Common Stock, or
sell any Rights, to which you are entitled pursuant to the terms and subject to
the conditions set forth in the enclosed Prospectus. However, we urge you to
read the document carefully before instructing us to exercise or sell Rights.

  Your instructions to us should be forwarded as promptly as possible in order
to permit us to exercise or sell Rights on your behalf in accordance with the
provisions of the Rights Offering. The Rights Offering will expire at 5:00
p.m., New York City time, on the Expiration Date. Once you have exercised the
Basic Subscription Privilege or the Over-Subscription Privilege, such exercise
may not be revoked.

                                       1
<PAGE>

  If you wish to have us, on your behalf, exercise the Rights for any shares of
Common Stock to which you are entitled, or sell such Rights, please so instruct
us by completing, executing and returning to us the instruction form on the
reverse side of this letter.

  ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING
SHOULD BE DIRECTED TO THE INFORMATION AGENT, CORPORATE INVESTOR COMMUNICATOR,
INC., AT THE FOLLOWING TELEPHONE TOLL FREE NUMBER: (877) 460-4352.

                                       2
<PAGE>

                         BENEFICIAL OWNER ELECTION FORM

                                  INSTRUCTIONS

  The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of shares of common
stock (the "Common Stock") of Samsonite Corporation ("Samsonite").

  This will instruct you whether to exercise or sell Rights to purchase shares
of Samsonite's Common Stock distributed with respect to the shares of
Samsonite's Common Stock held by you for the account of the undersigned,
pursuant to the terms and subject to the conditions set forth in the Prospectus
and the related "Instructions as to Use of Samsonite Corporation Rights
Certificates."

  Box 1. [_]Please DO NOT EXERCISE RIGHTS for shares of Common Stock.

  Box 2. [_]Please EXERCISE RIGHTS for shares of Common Stock as set forth
below.

  Box 3. [_]Please SELL RIGHTS and remit the net proceeds to the undersigned.

<TABLE>
<CAPTION>
                          Number of     Subscription
                           Rights          Price         Payment
                          ---------     ------------     -------
<S>                       <C>       <C> <C>          <C> <C>     <C>
Basic Subscription Priv-
 ilege:                               x    $           = $       (Line 1)
Over-Subscription Privi-
 lege:                                x    $           = $       (Line 2)
                          Total Payment Required       = $       (Sum of Lines 1
                                                                 and 2; must
                                                                 equal total of
                                                                 amounts in
                                                                 Boxes 3 and 4.)
</TABLE>

  Box 4. [_]Payment in the following amount is enclosed $   .

  Box 5. [_]Please deduct payment from the following account maintained by you
as follows:

            ---------------------           ---------------------
               Type of Account                   Account No.

            Amount to be deducted:   $ _________________

                                          -------------------------------
                                          -------------------------------
                                                Signature(s)

                                          Please type or print name(s) below:

                                          -------------------------------
                                          -------------------------------
Date:      , 1999

                                       3

<PAGE>


                                                               Exhibit 99.6

                             SAMSONITE CORPORATION

                          NOMINEE HOLDER CERTIFICATION

  The undersigned, a bank, broker, trustee, depositary or other nominee of
Rights ("Rights") to purchase shares of common stock ("Common Stock") of
Samsonite Corporation ("Samsonite") pursuant to the Rights Offering described
and provided for in Samsonite's prospectus dated, September , 1999, (the
"Prospectus"), hereby certifies to Samsonite and to EquiServe as Subscription
Agent for such rights offering, that (1) the undersigned has exercised, on
behalf of the beneficial owners thereof (which may include the undersigned),
the number of Rights specified below pursuant to the Basic Subscription
Privilege (as defined in the Prospectus) on behalf of beneficial owners of
Rights who have subscribed for the purchase of additional shares of Common
Stock pursuant to the Over-Subscription Privilege (as defined in the
Prospectus), listing separately below each such exercised Basic Subscription
Privilege and the corresponding Over-Subscription Privilege (without
identifying any such beneficial owner), and (2) each such beneficial owner's
Basic Subscription Privilege has been exercised in full:

                                                          Number of Shares
                               Rights Exercised        Subscribed For Pursuant
 Number of Shares Owned        Pursuant to Basic        to Over-Subscription
   on the Record Date       Subscription Privilege            Privilege
 ------------------------  -----------------------    ------------------------
1. ______________________  _________________________
2. ______________________  _________________________  _________________________
3. ______________________  _________________________  _________________________
4. ______________________  _________________________  _________________________
5. ______________________  _________________________  _________________________
6. ______________________  _________________________  _________________________
7. ______________________  _________________________  _________________________
8. ______________________  _________________________  _________________________
9. ______________________  _________________________  _________________________

Provide the following information if applicable:

- -------------------------------------
  Depository Trust Company ("DTC")
         Participant Number

- -------------------------------------

   Print Name of Participant

By: _________________________________
  Name:
  Title:

- -------------------------------------
 DTC Basic Subscription Confirmation
              Number(s)

                                       1

<PAGE>


                                                              Exhibit 99.7

                           IMPORTANT TAX INFORMATION

  This tax information is provided in connection with the Samsonite
Corporation dated September  , 1999 (the "Prospectus"). Capitalized terms used
in this prospectus but not otherwise defined in this prospectus shall have the
meanings assigned to such terms in the Prospectus.

  Under the United States federal income tax laws, dividend payments that may
be made by Samsonite on shares of Common Stock issued upon the exercise of
Rights may be subject to backup withholding. Generally such payments will be
subject to backup withholding unless the holder (i) is exempt from backup
withholding or (ii) furnishes the payer with its correct taxpayer
identification number (TIN) and certifies that the number provided is correct
and further certifies that such holder is not subject to backup withholding as
a result of a failure to report all interest or dividend income. Each Rights
holder that exercises Rights and wants to avoid backup withholding should
provide the Subscription and Information Agent, as Samsonite's agent in
respect of exercised Rights (the "requester"), with such holder's correct
taxpayer identification number (or with a certification that such holder is
awaiting a taxpayer identification number) and with a certification that such
holder is not subject to backup withholding by completing Substitute Form W-9
below.

  Certain holders (including, among others, all corporations and certain
foreign individuals) are exempt from these backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under the
penalties of perjury, attesting to that individual's exempt status. Such
statements may be obtained from the Subscription and Information Agent. Exempt
holders, while not required to file Substitute Form W-9, should file
Substitute Form W-9 to avoid possible erroneous backup withholding. See the
enclosed Guidelines for Request for Taxpayer Identification Number and
Certification on Substitute Form W-9 for additional instructions.

  If backup withholding applies, Samsonite or the Subscription and Information
Agent, as the case may be, will be required to withhold 31% of any such
dividend payments made to a holder of Common Stock. Backup withholding is not
an additional tax. Rather, the amount of backup withholding is treated, like
any other withheld amounts, as an advance payment of the person's tax
liability, and the tax liability of persons subject to backup withholding will
be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.

Purpose of Substitute Form W-9

  To prevent backup withholding on dividend payments that may be made on
shares of Common Stock issued upon the exercise of Rights, a Rights holder
that exercises Rights is required to notify the Subscription and Information
Agent of such holder's correct taxpayer identification number by completing
Substitute Form W-9 below and certifying on Substitute Form W-9 that the
taxpayer identification number provided is correct (or that such Rights holder
is awaiting a taxpayer identification number). In addition, the holder is
required to certify on Substitute Form W-9 that it is (i) exempt from backup
withholding, or (ii) not subject to backup withholding due to prior under
reporting of interest or dividend income, or (iii) the Internal Revenue
Service (the "IRS") has notified it that it is no longer subject to backup
withholding.

What Number to Give the Subscription Agent

  The Rights holder that exercises Rights is required to give the Subscription
Agent the taxpayer identification number of the record owner of the shares of
Common Stock issued upon the exercise of the Rights. If such record owner is
an individual, the taxpayer identification number is the taxpayer's social
security number. For most other entities, the taxpayer identification number
is the employer identification number. If the shares of Common Stock issued
upon the exercise of the Rights are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for Request for
Taxpayer Identification Number and Certification on Substitute Form W-9 for
additional guidelines on what number to report. If the Subscription Agent is
not provided with the correct taxpayer identification number in connection
with such payments, the holder may be subject to a $50.00 penalty imposed by
the IRS.

                                       1
<PAGE>


                     REQUESTER'S NAME:
              Give Form to the Requester. Do NOT send to the IRS.
- -------------------------------------------------------------------------------
    Name (If a joint account or you changed your name, see enclosed
 Guidelines.)
- -------------------------------------------------------------------------------
    Business name, if different from above.
- -------------------------------------------------------------------------------
    Check appropriate box:  [_] Individual/Sole Proprietor

                            [_] Corporation  [_] Partnership  [_] Other
- -------------------------------------------------------------------------------
    Address (number, street, and apt. or suite no.)
- -------------------------------------------------------------------------------
    City, state, and ZIP code

                        Part I--TAXPAYER               Social Security Number
                        IDENTIFICATION NUMBER
                        (TIN).                         -----------------------

 SUBSTITUTE

 Form W-9                                              Employer identification
 Department of          Enter your TIN in the                  number
 the Treasury           appropriate box. For most
 Internal               individuals, this is your      -----------------------
 Revenue                social security number
 Service                (SSN). For most other          ----------------------
                        entities, it is your           Note: If the account is
                        employer identification        in more than one name,
Payer's Request for     number (EIN). If you do not    see the chart in the
Taxpayer Identification have a number, see How to      enclosed Guidelines to
Number (TIN)            Get a TIN in the enclosed      determine what number
                        Guidelines.                    to give.

                       --------------------------------------------------------
                        Part II--For Payees Exempt From Backup Withholding
                        (See the enclosed Guidelines)

                         -----------------------------------------------------

                         -------------------
                       --------------------------------------------------------
                        Part III--Certification

                        Under penalties of perjury, I certify that:

                        (1) The number shown on this form is my correct
                        taxpayer identification number (or I am waiting for a
                        number to be issued to me), and

                        (2) I am not subject to backup withholding because:
                        (a) I am exempt from backup withholding; or (b) I
                        have not been notified by the Internal Revenue
                        Service (IRS) that I am subject to backup withholding
                        as a result of a failure to report all interest or
                        dividends; or (c) the IRS has notified me that I am
                        no longer subject to backup withholding.

                        Certification Instructions--You must cross out item
                        (2) above if you have been notified by the IRS that
                        you are subject to backup withholding because you
                        have failed to report all interest and dividends on
                        your tax return. However, if after being notified by
                        the IRS that you were subject to backup withholding
                        you received another notification from the IRS that
                        you are no longer subject to backup withholding, do
                        not cross out item (2).

                        The Internal Revenue Service does not require your
                        consent to any provision of this document other than
                        the certifications required to avoid backup
                        withholding.

                        SIGNATURE ____________________________ DATE __________

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
      ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR REQUEST
      FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ON SUBSTITUTE FORM
      W-9 FOR ADDITIONAL DETAILS.

                                       2
<PAGE>

               GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
                NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9

What Name and Number to Give the Requester

  Name

  If you are an individual, you must generally enter the name shown on your
Social Security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, enter your first name, the last name shown on your Social
Security card, and your new last name. If the account is in joint names, list
first and then circle the name of the person or entity whose number you enter
in Part I of the form.

  Sole Proprietor--You must enter your individual name as shown on your Social
Security card. You may enter your business, trade or "doing business as" name
on the business name line.

  Other Entities--Enter the business name as shown on required federal income
tax documents. This name should match the name shown on the charter or other
legal document creating the entity. You may enter any business, trade or "doing
business as" name on the business name line.

  Taxpayer Identification Number (TIN)

  You must enter your taxpayer identification number in the appropriate box. If
you are a resident alien and you do not have and are not eligible to get a
Social Security number, your taxpayer identification number is your IRS
individual taxpayer identification number (ITIN). Enter it in the Social
Security number box. If you do not have an individual taxpayer identification
number, see How to Get a TIN below. If you are a sole proprietor and you have
an employer identification number, you may enter either your Social Security
number or employer identification number. However, using your employer
identification number may result in unnecessary notices to the requester.

  Social Security numbers (SSN's) have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers (EIN's) have nine digits
separated by only one hyphen: i.e. 00-0000000.

  The table below will help determine the number to give the requester.

- ------------------------------------------------
<TABLE>
<CAPTION>
                                Give Name
For this type of account:       and SSN of:
- ------------------------------------------------
<S>                             <C>
1. Individual                   The individual
2. Two or more individuals      The actual owner
   (joint account)              of the account
                                or, if combined
                                funds, the first
                                individual on
                                the account(1)
3. Custodian account of a       The minor(2)
   minor (Uniform Gift to
   Minors Act)
4.a. The usual revocable        The grantor-
   savings trust (grantor is    trustee(1)
   also trustee)
b. The so-called trust account  The actual
   that is not a legal or       owner(1)
   valid trust under state law
5. Sole proprietorship          The owner(3)
- ------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------
                               Give Name
For this type of account:      and SSN of:
- ------------------------------------------------
<S>                            <C>
 6. A valid trust, estate, or  Legal entity(4)
    pension trust
 7. Corporation                The corporation
 8. Association, club,         The organization
    religious, charitable,
    educational or other tax-
    exempt organization
 9. Partnership                The partnership
10. A broker or registered     The broker or
    nominee                    nominee
11. Account with the           The public
    Department of Agriculture  entity
    in the name of a public
    entity (such as a state
    or local government,
    school district, or
    prison) that receives
    agricultural program
    payments
- ------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has a Social Security number, that
    person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) You must show your individual name, but you may also enter your business or
    "doing business as" name. You may use either your Social Security number or
    employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate or pension trust.
    (Do not furnish the taxpayer identification number of the personal
    representative or trustee unless the legal entity itself is not designated
    in the account title.)

Note: If no name is circled when more than one name is listed, the number will
      be considered to be that of the first name listed.
<PAGE>

              GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
                NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9
                                    Page 2

 How to Get a TIN

  If you do not have a taxpayer identification number, apply for one
immediately. To apply for a Social Security number, get Form SS-5, Application
for a Social Security Number Card, from your local Social Security
Administration office. Get Form W-7 to apply for an individual taxpayer
identification number or Form SS-4, Application for Employer Identification
Number, to apply for an employer identification number. You can get Forms W-7
and SS-4 from the IRS.

  If you do not have a taxpayer identification number, write "Applied For" in
the space for the taxpayer identification number, sign and date the form, and
give it to the requester. For interest and dividend payments and certain
payments made with respect to readily tradable instruments, you will generally
have 60 days to get a taxpayer identification number and give it to the
requester. Other payments are subject to backup withholding.

  Note: Writing "Applied For" means that you have already applied for a
taxpayer identification number or that you intend to apply for one soon.

Exemption From Backup Withholding
 Payees Exempt From Backup Withholding
Individuals (including sole proprietors) are NOT exempt from backup
withholding.

For interest and dividends, the following payees are exempt from backup
withholding:
 . A corporation.
 . A financial institution.
 . An organization exempt from tax under section 501(a) of the Internal
   Revenue Code of 1986, as amended (the "Code"), an individual retirement
   account (IRA), or a custodial account under section 403(b)(7) of the Code
   if the account satisfies the requirements of section 401(f)(2) of the Code.
 . The United States or any of its agencies or instrumentalities.
 . A state, the District of Columbia, a possession of the United States, or
   any of their political subdivisions or instrumentalities.
 . A foreign government or any of its political subdivisions, agencies or
   instrumentalities.
 . An international organization or any of its agencies or instrumentalities.
 . A dealer in securities or commodities required to register in the United
   States, the District of Columbia or a possession of the United States.
 . A real estate investment trust.
 . A common trust fund operated by a bank under section 584(a) of the Code.
 . An entity registered at all times during the tax year under the Investment
   Company Act of 1940.
 . A foreign central bank of issue.
 . A middleman known in the investment community as a nominee or who is listed
   in the most recent publication of the American Society of Corporate
   Secretaries, Inc., Nominee List.
 . A trust exempt from tax under section 664 of the Code or described in
   section 4947 of the Code.
 Payments Exempt From Backup Withholding
Dividends and patronage dividends that generally are exempt from backup
withholding include:
 . Payments to nonresident aliens subject to withholding under section 1441 of
   the Code.
 . Payments to partnerships not engaged in a trade or business in the United
   States and that have at least one nonresident alien partner.
 . Payments of patronage dividends not paid in money.
 . Payments made by certain foreign organizations.
 . Payments made by an ESOP pursuant to section 404(k) of the Code.
Interest payments that are generally exempt from backup withholding include:
 . Payments of interest on obligations issued by individuals. Note, however,
   that such a payment may be subject to backup withholding if this interest
   is $600 or more and is paid in the course of the payer's trade or business,
   and you have not provided your correct taxpayer identification number or
   you have provided an incorrect taxpayer identification number to the payer.
 . Payments of tax-exempt interest (including exempt-interest dividends under
   section 852 of the Code).
 . Payments described in section 6049(b)(5) of the Code to nonresident aliens.
 . Payments on tax-free covenant bonds under section 1451 of the Code.
 . Payments made by certain foreign organizations.

 Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A, 6042, 6044,
6045, 6049, 6050A and 6050N of the Code, and their regulations.
 If you are exempt from backup withholding, you should still complete and file
Substitute Form W-9 to avoid possible erroneous backup withholding. Enter your
correct taxpayer identification number in Part I, write "Exempt" in Part II,
and sign and date the form and return it to the requester.
 If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.
Privacy Act Notice.--Section 6109 of the Code requires you to give your
correct taxpayer identification number to persons who must file information
returns with the IRS to report interest, dividends and certain other income
paid to you. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. The IRS may also provide this
information to the Department of Justice for civil and criminal litigation and
to cities, states, and the District of Columbia to carry out their tax laws.
You must provide your taxpayer identification number whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividends and certain other payments to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties
(1) Failure to Furnish Taxpayer Identification Number.--If you fail to furnish
your correct taxpayer identification number to a requester, you are subject to
a penalty of $50.00 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no backup
withholding, you are subject to a $500.00 penalty.
(3) Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.

<PAGE>


                                                               Exhibit 99.8

                         BENEFICIAL OWNER ELECTION FORM

                                  INSTRUCTIONS

  The undersigned acknowledge(s) receipt of your letter and the enclosed
materials referred to therein relating to the offering of shares of common
stock (the "Common Stock") of Samsonite Corporation ("Samsonite").

  This will instruct you whether to exercise or sell Rights to purchase shares
of Samsonite's Common Stock distributed with respect to the shares of
Samsonite's Common Stock held by you for the account of the undersigned,
pursuant to the terms and subject to the conditions set forth in the Prospectus
and the related "Instructions as to Use of Samsonite Corporation Rights
Certificates."

  Box 1. [_]Please DO NOT EXERCISE RIGHTS for shares of Common Stock.

  Box 2. [_]Please EXERCISE RIGHTS for shares of Common Stock as set forth
below.

  Box 3. [_]Please SELL RIGHTS and remit the net proceeds to the undersigned.

<TABLE>
<CAPTION>
                          Number of     Subscription
                           Rights          Price         Payment
                          ---------     ------------     -------
<S>                       <C>       <C> <C>          <C> <C>     <C>
Basic Subscription Priv-
 ilege:                               x    $           = $       (Line 1)
Over-Subscription Privi-
 lege:                                x    $           = $       (Line 2)
                          Total Payment Required       = $       (Sum of Lines 1
                                                                 and 2; must
                                                                 equal total of
                                                                 amounts in
                                                                 Boxes 3 and 4.)
</TABLE>

  Box 4. [_]Payment in the following amount is enclosed $   .

  Box 5. [_]Please deduct payment from the following account maintained by you
as follows:

            ---------------------           ---------------------
               Type of Account                   Account No.

            Amount to be deducted:   $ _____________________

                                          -------------------------------
                                          -------------------------------
                                                Signature(s)

                                          Please type or print name(s) below:

                                          -------------------------------
                                          -------------------------------
Date:      , 1999

                                       1

<PAGE>

                                                                   Exhibit 99.9

                          SUBSCRIPTION AGENT AGREEMENT

     This Subscription Agent Agreement (the "Agreement") is made as of September
__, 1999 between Samsonite Corporation(the "Company") and BankBoston, N.A, as
subscription agent (the "Agent").  All terms not defined herein shall have the
meaning given in the prospectus (the "Prospectus") included in the Registration
Statement on Form S-1 (File No. 333-78839) filed by the Company with the
Securities and Exchange Commission on May 19, 1999, as amended by any amendment
filed with respect thereto (the "Registration Statement").

     WHEREAS, the Company proposes to make subscription offers by issuing
certificates or other evidences of subscription rights, in the form designated
by the Company (the "Subscription Certificates") to shareholders of record (the
"Shareholders") of its Common Stock, par value $0.01 per share ("Common Stock"),
as of a record date specified by the Company (the "Record Date"), pursuant to
which each Shareholder will have certain rights (the "Rights") to subscribe for
shares of Common, as described in and upon such terms as are set forth in the
Prospectus, a final copy of which has been or, upon availability will promptly
be, delivered to the Agent; and

     WHEREAS, the Company wishes the Agent to perform certain acts on behalf of
the Company, and the Agent is willing to so act, in connection with the
distribution of the Subscription Certificates and the issuance and exercise of
the Rights to subscribe therein set forth, all upon the terms and conditions set
forth herein.

     NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:

1.   Appointment.  The Company hereby appoints the Agent to act as subscription
agent in connection with the distribution of Subscription Certificates and the
issuance and exercise of the Rights in accordance with the terms set forth in
this Agreement and the Agent hereby accepts such appointment.

2.   Form and Execution of Subscription Certificates.

     (a) Each Subscription Certificate shall be irrevocable and transferable.
The Agent shall, in its capacity as Transfer Agent of the Company, maintain a
register of Subscription Certificates and the holders of record thereof (each of
whom shall be deemed a "Shareholder" hereunder for purposes of determining the
rights of holders of Subscription Certificates).  Each Subscription Certificate
shall, subject to the provisions thereof, entitle the Shareholder in whose name
it is recorded to the following:

          (1) With respect to Record Date Shareholders and any of their
transferees, the right to acquire during the Subscription Period, as defined in
the Prospectus, at the Subscription Price, as defined in the Prospectus, one
share of Common Stock for each Right (the "Primary Subscription Right"); and

          (2) With respect to Record Date Shareholders and any of their
transferees, the right to subscribe for additional shares of Common Stock,
subject to the availability of such shares and to the allotment of such shares
as may be available among Record Date Shareholders who exercise Over-
Subscription Privilege Rights on the basis specified in the Prospectus;
provided, however, that such Record Date Shareholder has exercised all Basic
Subscription Rights issued to him or her.

3.   Rights and Issuance of Subscription Certificates.

     (a) Each Subscription Certificate shall evidence the Rights of the
Shareholder therein named to purchase Common Stock upon the terms and conditions
therein and herein set forth.
<PAGE>

     (b) Upon the written advice of the Company, signed by any of its duly
authorized officers, as to the Record Date, the Agent shall, from a list of the
Company Shareholders as of the Record Date to be prepared by the Agent in its
capacity as Transfer Agent of the Company, prepare and record Subscription
Certificates in the names of the Shareholders, setting forth the number of
Rights to subscribe for the Company's Common Stock calculated on the basis of
____ Rights for one share of Common Stock recorded on the books in the name of
each such Shareholder as of the Record Date.  The number of Rights that are
issued to Record Date Shareholders will be rounded up or down, by the Agent, to
the nearest whole number of full Rights as fractional Rights will not be issued,
with such adjustments as may be necessary to ensure that if all Rights are
exercised, the Company will receive gross proceeds of $75 million.  Each
Subscription Certificate shall be dated as of the Record Date and shall be
executed manually or by facsimile signature of a duly authorized officer of the
Subscription Agent.  Upon the written advice, signed as aforesaid, as to the
effective date of the Registration Statement, the Agent shall promptly
countersign and deliver the Subscription Certificates, together with a copy of
the Prospectus, instruction letter and any other document as the Company deems
necessary or appropriate, to all Shareholders with record addresses in the
United States (including its territories and possessions and the District of
Columbia).  Delivery shall be by first class mail (without registration or
insurance), except for those Shareholders having a registered address outside
the United States (who will only receive copies of the Prospectus, instruction
letter and other documents as the Company deems necessary or appropriate, if
any), delivery shall be by air mail (without registration or insurance) and by
first class mail (without registration or insurance) to those Shareholders
having APO or FPO addresses.  No Subscription Certificate shall be valid for any
purpose unless so executed.

     (c) The Agent will mail a copy of the Prospectus, instruction letter, a
special notice and other documents as the Company deems necessary or
appropriate, if any, but not Subscription Certificates to Record Date
Shareholders whose record addresses are outside the United States (including its
territories and possessions and the District of Columbia ) ("Foreign Record Date
Shareholders").  The Rights to which such Subscription Certificates relate will
be held by the Agent for such Foreign Record Date Shareholders' accounts until
instructions are received to exercise, sell or transfer the Rights.

4.   Exercise.

     (a) Record Date Shareholders may acquire shares of Common Stock on Basic
Subscription Privilege and pursuant to the Over-Subscription Privilege by
delivery to the Agent as specified in the Prospectus of (i) the Subscription
Certificate with respect thereto, duly executed by such Shareholder in
accordance with and as provided by the terms and conditions of the Subscription
Certificate, together with (ii)$6.00 per share, of as disclosed in the
Prospectus, for each share of Common Stock subscribed for by exercise of such
Rights, in U.S. dollars by check or bank draft drawn on a bank in the United
States or postal, telegraphic or express money order, in each case payable to
the order of the Agent.

     (b) Rights may be exercised at any time after the date of issuance of the
Subscription Certificates with respect thereto but no later than 5:00 P.M.
Eastern Daylight Savings time on such date as the Company shall designate to the
Agent in writing (the "Expiration Date").  For the purpose of determining the
time of the exercise of any Rights, delivery of any material to the Agent shall
be deemed to occur when such materials are received at the Corporate Actions
Division of the Agent specified in the Prospectus.

     (c) Notwithstanding the provisions of Section 4 (a) and 4 (b) regarding
delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M.
Eastern Daylight Savings time on the Expiration Date, if prior to such time the
Agent receives a Notice of Guaranteed Delivery by facsimile (telecopy) or
otherwise from a bank, a trust company or a member of a national securities
exchange or the National Association of Securities Dealers, Inc. in a properly
completed and executed Subscription Certificate, then such exercise of Basic
Subscription Privilege Rights and Over-Subscription Privilege Rights shall be
regarded as timely, subject, however, to receipt of the duly executed
Subscription

                                       2
<PAGE>

Certificate within three Business Days (as defined below) after the Expiration
Date (the "Guarantee Period") and full payment for their Common Stock on or
prior to the Expiration Date.  For the purposes of the Prospectus and this
Agreement, "Business Day" shall mean any day on which trading is conducted on
the New York Stock Exchange.

     (d) As soon as practicable after the expiration of the Guarantee Period
(the "Confirmation Date"), the Agent shall send to each exercising shareholder
(or, if shares of Common Stock on the Record Date are held by Cede & Co. or any
other depository or nominee, to Cede & Co. or such other depository or nominee)
a confirmation showing the number of shares of Common Stock acquired pursuant to
the Basic Subscription Privilege, and, if applicable, the Over-Subscription
Privilege, the per share and total purchase price for such shares and any excess
to be refunded by the Company to such shareholder in the form of a check and
stub, along with a letter explaining the allocation of shares of Common Stock
pursuant to the Over-Subscription Privilege.

     (e) Any excess payment to be refunded by the Company to a shareholder will
be mailed by the Agent within ten Business Days after the Confirmation Date. The
Agent will not issue or deliver certificates for shares subscribed for unless
payment in full therefore has been received, including collection of checks and
payment pursuant to notices of guaranteed delivery.

5.   Validity of Subscriptions.  Irregular subscriptions not otherwise covered
by specific instructions herein shall be submitted to an appropriate officer of
the Company and handled in accordance with his or her instructions.  Such
instructions will be documented by the Agent indicating the instructing officer
and the date thereof.

6.   Over-Subscription.  If, after allocation of shares of Common Stock to
Record Date Shareholders, there remain unexercised Rights, then the Agent shall
allot the shares issuable upon exercise of such unexercised Rights (the
"Remaining Shares") to shareholders who have exercised all the Rights initially
issued to them and who wish to acquire more than the number of shares for which
the Rights issued to them are exercisable.  Shares subscribed for pursuant to
the Over-Subscription Privilege will be allocated in the amounts of such over-
subscriptions.  If the number of shares for which the Over-Subscription
Privilege has been exercised is greater than the Remaining Shares, the Agent
shall allocate the Remaining Shares to Record Date Shareholders exercising Over-
Subscription Privilege based on the total number of shares of Common Stock
subscribed for. The percentage of Remaining Shares each over-subscribing Record
Date Shareholder will be rounded up or down to result in delivery of whole
shares of Common Stock with such adjustments as may be necessary to ensure that
if all Rights are exercised, the Company will receive gross proceeds of $75
million.  The Agent shall advise the Company immediately upon the completion of
the allocation set forth above as to the total number of shares subscribed and
distributable.

7.   Delivery of Certificates.  The Agent will deliver (i) certificates
representing those shares of Common Stock purchased pursuant to exercise of
Basic Subscription Rights and (ii) certificates representing those shares
purchased pursuant to the exercise of the Over-Subscription Privilege as soon as
practicable after the Expiration Date and after all allocations have been
effected.

8.   Holding Proceeds of Rights Offering

     (a) All proceeds received by the Agent from Shareholders in respect of the
exercise of Rights shall be held by the Agent, on behalf of the Company, in a
segregated account (the "Account"). Interest shall accrue to the Company on
funds held in the Account pending disbursement in the manner described in
Section 4(e) above.

     (b) The Agent shall deliver all proceeds received in respect of the
exercise of Rights to the Company as promptly as practicable, but in no event
later than two Business Days after the Confirmation

                                       3
<PAGE>

Date.  Proceeds held in respect of excess payments (including interest earned
thereon) in connection with the exercise of the Rights shall belong to the
Company.

9.   Reports daily, during the period commencing on September __, 1999, until
the Expiration Date, the Agent will report by telephone or telecopier (by 2:00
p.m., Eastern Daylight Savings time), confirmed by letter, to an Officer of the
Company, data regarding Rights exercised, the total number of shares of Common
Stock subscribed for, and payments received therefor, bringing forward the
figures from the previous day's report in each case so as to show the cumulative
totals and any such other information as may be mutually determined by the
Company and the Agent.

10.  Loss or Mutilation.  If any Subscription Certificate is lost, stolen,
mutilated or destroyed, the Agent may, on such terms which will indemnify and
protect the Company and the Agent as the Agent may in its discretion impose
(which shall, in the case of a mutilated Subscription Certificate include the
surrender and cancellation thereof), issue a new Subscription Certificate of
like denomination in substitution for the Subscription Certificate so lost,
stolen, mutilated or destroyed.

11.  Compensation for Services.  Upon completion of the offer the Company agrees
to pay to the Agent compensation for its services as such in accordance with its
Fee Schedule to act as Agent, dated ________, 1999, and set forth attached
hereto as Exhibit A.  The Company further agrees that it will reimburse the
Agent for its reasonable out-of-pocket expenses incurred in the performance of
its duties as such.

12.  Instructions and Indemnification.  The Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions:

     (a) The Agent shall be entitled to rely upon any instructions or directions
furnished to it in writing by an appropriate officer of the Company, whether in
conformity with the provisions of this Agreement or constituting a modification
hereof or a supplement hereto.  Without limiting the generality of the foregoing
or any other provision of this Agreement, the Agent, in connection with its
duties hereunder, shall not be under any duty or obligation to inquire into the
validity or invalidity or authority or lack thereof of any instruction or
direction from an officer of the Company in writing which conforms to the
applicable requirements of this Agreement and which the Agent reasonably
believes to be genuine and shall not be liable for any delays, errors or loss of
data occurring by reason of circumstances beyond the Agent's control.

     (b) The Company will indemnify the Agent and its nominees against, and hold
it harmless from, all liability and expense which may arise out of or in
connection with the services described in this Agreement or the instructions or
directions furnished to the Agent relating to this Agreement by an appropriate
officer of the Company, except for any liability or expense which shall arise
out of the gross negligence, bad faith or willful misconduct of the Agent or
such nominees.

13.  Changes in Subscription Certificate.  The Agent may, without the consent or
concurrence of the Shareholders in whose names Subscription Certificates are
registered, by supplemental agreement or otherwise, concur with the Company in
making any changes or corrections in a Subscription Certificate that it shall
have been advised by counsel (who may be counsel for the Company) is appropriate
to cure any ambiguity or to correct any defective or inconsistent provision or
clerical omission or mistake or manifest error therein or herein contained, and
which shall not be inconsistent with the provision of the Subscription
Certificate except insofar as any such change may confer additional rights upon
the Shareholders.

                                       4
<PAGE>

14.  Assignment, Delegation.

     (a) Except as provided in Section 14(c) below, neither this Agreement nor
any rights or obligations hereunder may be assigned or delegated by either party
without the written consent of the other party.

     (b) This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.  Nothing in this
Agreement is intended or shall be construed to confer upon any other person any
right, remedy or claim or to impose upon any other person any duty, liability or
obligation.

(c)  The Agent may, without further consent on the part of the Company,  (i)
     subcontract for the performance hereof with Boston EquiServe Limited
     Partnership or (ii) subcontract with other subcontractors for systems,
     processing, and telephone and mailing services as may be required from time
     to time; provided, however, that the Agent shall be as fully responsible to
     the Company for the acts and omissions of any subcontractor as it is for
     its own acts and omissions.

15.  Governing Law.  The validity, interpretation and performance of this
Agreement shall be governed by the law of the Commonwealth of Massachusetts.

16.  Third Party Beneficiaries.  This Agreement does not constitute an agreement
for a partnership or joint venture between the Agent and the Company.  Neither
party shall make any commitments with third parties that are binding on the
other party without the other party's prior written consent.

17.  Force Majeure.  In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other cause reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.  Performance under this Agreement shall resume when
the affected party or parties are able to perform substantially that party's
duties.

18.  Consequential Damages.  Neither party to this Agreement shall be liable to
the other party for any consequential, indirect, special or incidental damages
under any provisions of this Agreement or for any consequential, indirect,
special or incidental damages arising out of any act or failure to act hereunder
even if that party has been advised of or has foreseen the possibility of such
damages.

19.  Severability.  If any provision of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired.

20.  Counterparts.  This Agreement may be executed in one or more original or
facsimile counterparts, each of which shall be deemed an original and all of
which together shall be considered one and the same agreement.

21.  Captions.  The captions and descriptive headings herein are for the
convenience of the parties only.  They do not in any way modify, amplify, alter
or give full notice of the provisions hereof.

22.  Facsimile Signatures.  Any facsimile signature of any party hereto shall
constitute a legal, valid and binding execution hereof by such party.

23.  Confidentiality. The Agent and the Company agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement including the fees for services set forth in the attached schedule
shall

                                       5
<PAGE>

remain confidential, and shall not be voluntarily disclosed to any other person,
except as may be required by law (including the filing of this Agreement as an
exhibit to the Registration Statement).

24.  Term. This Agreement shall remain in effect until terminated on _______
__, 1999(the "Termination Date") or, prior to the Termination Date, upon 30
days' written notice by either party to the other. Upon termination of the
Agreement, the Exchange Agent shall retain all canceled Certificates and related
documentation as required by applicable law.  All confidentiality provisions
herein shall survive the Termination Date until such time that such confidential
information is no longer confidential.

25.  Merger of Agreement.  This Agreement constitutes the entire agreement
between the parties hereto and supersedes any prior agreement with respect to
the subject matter hereof whether oral or written.


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly authorized, as of the day
and year first above written.



BANKBOSTON, N.A.                  SAMSONITE CORPORATION


______________________________    _______________________________________
Signature                         Signature

______________________________    _______________________________________
Title                             Title

______________________________    _______________________________________
Date                              Date

                                       6

<PAGE>

                                                                  EXHIBIT 99.10

                                                       Corporate
                                                       Investor
                                                       Communications,
 [LOGO OF CIC APPEARS HERE]                            Inc.
- --------------------------------------------------------------------------------
                                                       111 Commerce Road
                                                       Carlstadt, NJ 07072-2586
                                                       (201) 896-1900
                                                       (201) 804-8017 Fax



August 2, 1999



Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Attn.:  Mr. Steve Armstrong
        General Counsel

                            RE: RETAINER AGREEMENT

Dear Steve:

In accordance with the terms of this Agreement, The Client indicated below ("The
Client") hereby retains Corporate Investor Communications, Inc. ("CIC") to
perform the following services ("Services"):

     In connection with the upcoming Rights Offering to shareholders, CIC will
     conduct a broker/nominee inquiry to ascertain the number of beneficial
     owners, provide for the distribution of the offering documents to the
     reorganization departments of each institution and forward additional
     materials as requested.  CIC will respond to the volume of shareholder
     inquiries regarding the terms of the offer and proper execution of the
     documents and will monitor the response rate for the duration of the offer.
     CIC will, if requested, proactively contact registered shareholders and
     NOBOs to help promote a high level of participation.

1.   Fee.  In consideration of the Services to be provided, The Client shall pay
     a Retainer Fee of Six Thousand Five Hundred Dollars ($6,500) ("Retainer
     Fee") which shall be payable by The Client simultaneously with execution of
     this Agreement.  This Retainer Fee shall be credited against the following
     fee to be charged to The Client for the Services hereunder:

     The Fee for Information Agent is $6,500, based on the distribution of
     offering documents.  Our fee for incoming shareholder inquiries on our
     toll-free telephone number will be billed at a unit fee of $4.50 per
     incoming telephone call received.  The fee for contacting NOBOs and
     registered shareholders, if requested, will include a unit fee of $4.00 per
     holder contacted, a $300 set-up fee and out-of-pocket expenses related to
     telephone number lookups and line charges associated with unanswered calls.
     The Client will reimburse CIC for all reasonable out-of-pocket
     disbursements which may include postage, telephone and courier charges,
     data transmissions and other expenses approved by The Client.
<PAGE>

                                                       Corporate
                                                       Investor
                                                       Communications,
 [LOGO OF CIC APPARS HERE]                             Inc.
- --------------------------------------------------------------------------------
                                                       111 Commerce Road
                                                       Carlstadt, NJ 07072-2586
                                                       (201) 896-1900
                                                       (201) 804-8017 Fax

August 2, 1999
Samsonite Corporation
Mr. Steve Armstrong
Retainer Agreement (page 2)


2.   Term/Termination.  This Agreement shall commence on the date indicated
     below and shall continue until CIC has completed the Services required of
     it hereunder. CIC may terminate this Agreement in the event of default by
     The Client. Default is defined to include: The Client's failure to pay any
     amount within thirty (30) days after invoice for said amount is delivered
     to The Client if The Client defaults in there performance of any
     representation, warranty or obligation of The Client set forth herein and
     such default continues, uncured, for a period of twenty (20) days after
     delivery of written notice of such default by CIC to The Client.

3.   Additional Terms and Conditions.  This Agreement is subject to the General
     Terms and Conditions set forth on the reverse side hereof.

CORPORATE INVESTOR                          SAMSONITE CORPORATION
COMMUNICATIONS, INC.                        ------------------------------------
                                            [CLIENT]

     /s/ Charlotte Brown                          /s/ Steve Armstrong
________________________________________    ____________________________________
Authorized Signature                        Authorized Signature

                                                      Steve Armstrong
________________________________________    ____________________________________
Charlotte Brown                             Name

                                                      General Counsel
________________________________________    ____________________________________
Vice President, Corporate Services Group    Title

                                                       8/5/99
_______________________________________     ____________________________________
August 2, 1999                              Date




















<PAGE>

                          GENERAL TERMS AND CONDITIONS

Representations and Warranties. CIC hereby represents and warrants that this
Agreement is valid and binding upon CIC. The Client hereby represents and
warrants that this Agreement is valid and binding upon The Client, that the
execution hereof and the performance by The Client of its obligations hereunder
will not cause or otherwise result in a default by The Client of any contract,
agreement, commitment or obligations to which The Client is a party or by which
it is otherwise bound. The forgoing representations are in lieu of all other
representations and/or warranties express or implied. CIC's liability for
damages, regardless of the from of action, will not exceed the actual fees paid
by The Client for the Services hereunder during the twelve (12) months
immediately preceding the date on which such damages were incurred. No action
arising out of this Agreement may be brought by either party more than one year
after such cause of action has accrued.

Confidential Information.

     (a) All Confidential Information shall be and shall remain the sole and
exclusive property of CIC. The Client agrees to hold the Confidential
Information in the strictest confidence and to employ all reasonable measures to
prevent the unauthorized use thereof which shall not be less than those measures
employed by The Client in protecting its own trade secrets and Confidential
Information. Such measures shall include procedures for controlling the
dissemination of such Confidential Information only to authorized agents and
employees of The Client who need to know the Confidential Information and who
shall be informed by The Client of its confidential nature and who shall agree,
in advance, to treat the Confidential Information in strict confidence, in
accordance with these requirements, and The Client shall be liable for any
breach by such employees or agents of the terms hereof.

     (b) For the purpose of this Agreement, the term "Confidential Information"
shall mean all information, materials, documents, data or advice in whatever
form and however complied by or on behalf of CIC concerning The Client, its
parent subsidiaries or affiliates including without limitation, market
surveillance information, shareholder profile information, investor targeting
information and vote projection information, and any and all documents or
materials developed by CIC from information provided by The Client.

     (c) The term "Confidential Information" shall not include information that
(i) is generally known by or available to the public or which becomes known or
available by means other than a breach by The Client; (ii) is legally known to
The Client at the time The Client receives such information from CIC; and (iii)
is legally disclosed to The Client by an independent third party without
restriction on disclosure.

     (d) Immediately upon termination of this Agreement, The Client shall return
or, alternatively, destroy any and all documents, materials and information in
any form and all copies thereof consisting of or relating to the Confidential
Information and shall confirm, in writing to CIC that all of the foregoing has
been destroyed. This obligation shall survive termination of this Agreement.

Indemmification. The Client hereby agrees to hold harmless and indemnify CIC and
its officers, directors and employees against any and all losses, claims, causes
of action, damages, liabilities, costs and expenses, including reasonable
attorneys fees ("Indemnified loss") incurred by any or all of the foregoing
parties arising from or relating, directly or indirectly, to (i) a breach by
The Client of the terms of this Agreement, or (ii) the Services provided by CIC
to The Client under this Agreement, except to the extent that any such
Indemnified Loss is the result of the gross negligence or willful misconduct of
any CIC officer or employee. Without in any way limiting the foregoing, The
Client hereby agrees to pay any and all costs and expenses including, but not
limited to: attorneys' fees for count appearance necessary or appropriate for
CIC to enforce, interpret or defend this Agreement, defend or respond to any
proceeding investigation or governmental inquiry or action at law or in equity
arising out of, relating to, or in connection with the Services provided by CIC
to The Client under this Agreement; or respond to any subpoena of CIC's records
as they relate to The Clients and/or the Services provided by CIC hereunder.
Reimbursement will be made to the indemnified persons at the time as such loss,
cost or expense is incurred, CIC hereby agrees to notify The Client of any claim
or cause of action against CIC arising out, relating to, or in connection with
the Services provided by CIC under this Agreement. The obligation set forth in
this paragraph shall survive termination of this Agreement.

Late Payment. All invoices shall be due and paid by The Client within thirty
(30) days after the date of invoice. Any payments which are not received by CIC
within that time will incur interest at the rate of one and one-half percent
(1 1/2%) per month or at the legally permissible interest rate, whichever is
lower.

Entire Agreement. This agreement contains the entire agreement between the
parties with respect to the subject matter contained herein and may not be
modified except in writing signed by both parties. This Agreement shall be
binding upon the parties and their respective successors and permitted assigns.
This Agreement may not be assigned by The Client without the express written
consent of CIC.

Severability. The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provision hereof, all of which shall
remain enforceable in accordance with their terms.

Notices. Any notice or other communication to be given by either party hereto to
the other party hereto shall be in writing and mailed by certified mail with
return receipt requested to the party to be notified at its address set forth at
the beginning of this Agreement (or at such different address as the party to
receive the notice so designates by advance written notice to the other party).

Governing Law and Venue. This Agreement shall be governed and interpreted by the
laws of the State of New Jersey and the parties expressly agree that any dispute
arising out of or relating to this Agreement or its performance shall be in
resolved in the Supreme Court, Bergen County, New Jersey and each party consents
to the In personam jurisdiction of such court for the purpose of resolving any
such dispute. This paragraph shall survive termination of this Agreement.



















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