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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
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[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-23214.
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
SAMSONITE CORPORATION EMPLOYEE SAVINGS TRUST TUSCON UNION
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
SAMSONITE CORPORATION
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239
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Samsonite Corporation
Employee Savings Trust
Tucson Union
Financial Statements and Schedule
Years Ending December 31, 1999 and 1998
(Unaudited)
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Samsonite Corporation
Employee Savings Trust
Tucson Union
Contents
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<TABLE>
<CAPTION>
Financial Statements
<S> <C>
Statement of Net Assets Available for Benefits - December 31, 1999 3
Statement of Net Assets Available for Benefits - December 31, 1998 4
Statement of Changes in Net Assets Available for Benefits
- Year Ended December 31, 1999 5
Notes to Financial Statements 6 - 10
Schedule 1 - Schedule of Assets Held for Investment Purposes 12
Signature Page 13
</TABLE>
2
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Samsonite Corporation
Employee Savings Trust
Tucson Union
Statement of Net Assets Available for Benefits
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(Unaudited)
Fixed
Income Participant
December 31, 1999 Fund Loans Total
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Assets:
Investments, at fair value (Note 3):
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CIGNA Guaranteed Income Fund $ 2,860 $ - $ 2,860
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Loans to Participants - 939 939
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Total investments 2,860 939 3,799
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Net Assets Available for Benefits $ 2,860 $ 939 $ 3,799
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See accompanying notes to financial statements.
3
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Samsonite Corporation
Employee Savings Trust
Tucson Union
Statement of Net Assets Available for Benefits
================================================================================
(Unaudited)
<TABLE>
<CAPTION>
Fixed Equity
Income Income Balanced Growth Participant
December 31, 1998 Fund Fund Funds Funds Total Loans Total
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<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
CIGNA Guaranteed Income Fund $ 4,235 $ - $ - $ - $ 4,235 $ - $ 4,235
CIGNA Lifetime20 Fund - - 1,354 - 1,354 - 1,354
Fidelity Equity Income II Fund - 806 - - 806 - 806
Fidelity Contra Fund - - - 484 484 - 484
Founders Growth - - - 469 469 - 469
Loans to Participants - - - - - 678 678
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Total investments 4,235 806 1,354 953 7,348 678 8,026
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Net Assets Available for Benefits $ 4,235 $ 806 $ 1,354 $ 953 $ 7,348 $ 678 $ 8,026
=====================================================================================================================
</TABLE>
See accompanying notes to financial statements.
4
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Samsonite Corporation
Employee Savings Trust
Tucson Union
Statement of Changes in Net Assets Available for Benefits
================================================================================
<TABLE>
<CAPTION>
Fixed Equity
Income Income Balanced Growth Participant
Year Ended December 31, 1999 Fund Fund Funds Funds Total Loans Total
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<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Interest income $ 179 $ - $ - $ - $ 179 $ - $ 179
Net realized and unrealized appreciation
(depreciation) of investments - 28 (21) 21 28 - 28
Employee contributions 1,740 119 58 116 2,033 - 2,033
Interest on participant loans 35 1 1 2 39 - 39
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Total additions 1,954 148 38 139 2,279 - 2,279
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Deductions:
Benefits and distributions (2,340) (979) (1,407) (1,141) (5,867) (579) (6,446)
Administrative expenses (50) - (10) - (60) - (60)
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Total deductions (2,390) (979) (1,417) (1,141) (5,927) (579) (6,506)
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Net Increase (Decrease) (436) (831) (1,379) (1,002) (3,648) (579) (4,227)
Loan Granted (1,000) - - - (1,000) 1,000 -
Loan Principal Paid 61 25 25 49 160 (160) -
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Net Assets Available for Benefits,
beginning of year 4,235 806 1,354 953 7,348 678 8,026
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Net Assets Available for Benefits,
end of year $ 2,860 $ - $ - $ - $ 2,860 $ 939 $ 3,799
===================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
5
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Samsonite Corporation
Employee Savings Trust
Tuscon Union
Notes to Financial Statement
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(Unaudited)
1. Description of The following description of the Samsonite Corporation
the Plan Employee Savings Trust Tucson Union (the "Plan") provides
only general information. Participants should refer to the
plan agreement for a more complete description of the
Plan's provisions.
General
The Plan is a defined contribution, 401(k) retirement plan
covering all employees of Samsonite Corporation and its
subsidiaries (the "Company") who are members of Local Union
No. 104. The CG Trust Company is the Trustee of the Plan.
CIGNA Retirement and Investment Services (CIGNA) is the
Administrator of the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA").
Eligibility
Eligible employees of the Company may participate in the
Plan as of the first day of the month following their date
of hire.
Contributions
Plan participants may contribute to the Plan up to 17% of
their compensation, as defined. Prior to January 1, 2000,
the Company did not make any matching contributions.
Participant Accounts
Each active participant's account is credited with the
participant's contribution. Plan earnings are allocated to
individual's accounts based on each participant's account
balance.
6
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Samsonite Corporation
Employee Savings Trust
Tuscon Union
Notes to Financial Statement
================================================================================
(Unaudited)
Participants may direct contributions, in multiples of 1%
increments, to the following investment options provided by
CIGNA:
(1) Fixed Income Fund - This fund consists of the CIGNA
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Guaranteed Income Fund, a fund that seeks to preserve
capital plus fixed income returns.
(2) Equity Income Fund - This fund consists of the
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Fidelity Equity Income II Fund, a fund that seeks a
combination of capital growth and current income.
(3) Balanced Funds - The balanced funds consist of the
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CIGNA Lifetime Funds. This group of funds is based on
the life-cycle theory of investing that different
bond/stock mixes are appropriate for individuals at
different stages of their lives. These funds seek a
combination of growth, income and capital preservation
through stocks, bonds, and short-term investments.
These funds include the CIGNA Lifetime20, CIGNA
Lifetime30, CIGNA Lifetime40, CIGNA Lifetime50 and
CIGNA Lifetime60 funds.
(4) Index Fund - This fund consists of the CIGNA Stock
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Market Index Fund. This fund invests in common stocks
that seek to match the performance of the Standard &
Poor's 500 Composite Stock Price Index.
(5) Growth Funds - The growth funds consist of the
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Fidelity Contra Fund, the Dreyfus Founders Growth Fund
and the Small Company Stock Growth Fund. These funds
seek long-term capital appreciation from equities.
(6) Global Fund - This fund consists of the Janus
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Worldwide Fund, a fund that seeks capital growth and
diversification benefits from investments in foreign
and domestic stock markets.
(7) Samsonite Stock - Funds are invested in shares of the
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Company's common stock. The fund is comprised of the
underlying Company stock and a short-term cash
component to provide liquidity for daily trading.
7
<PAGE>
Samsonite Corporation
Employee Savings Trust
Tuscon Union
Notes to Financial Statement
================================================================================
(Unaudited)
Vesting
Participants' contributions to the Plan and earnings
thereon are 100% vested.
Payment of Benefits
Upon termination of service due to death, disability or
retirement, or upon reaching age 59 1/2, a participant may
elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her
account, or annual installments.
Participant Loans
Participants may borrow from their contribution fund
account a maximum amount equal to the lesser of $50,000 or
50% of their account balance. Loan transactions are treated
as transfers between the investment funds and the
participant loans fund. Loan terms range from one to five
years or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the
participant's account and bear interest at a rate similar
to local prevailing rates. The interest rate on current
loans is 8.5%. Loan repayments are made in equal
installments through payroll deductions.
Plan Termination
Although it has not expressed any intent to do so, the
Company has the right to discontinue contributions at any
time and terminate the Plan, subject to the provisions of
ERISA. In the event the Plan is terminated, the accounts of
all participants would become fully vested, and the assets
would be distributed among the participants in accordance
with the terms set forth in the Plan.
Administrative Expenses
Most administrative expenses of the Plan are paid by the
Plan. In addition, the Company, subject to change, has
provided certain services and paid certain expenses of the
Plan without reimbursement.
8
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Samsonite Corporation
Employee Savings Trust
Tuscon Union
Notes to Financial Statement
================================================================================
(Unaudited)
Tax Status
The Plan obtained the latest determination letter on August
29, 1995, in which the Internal Revenue Service stated that
the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and
being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no
provisions for income taxes has been included in the Plan's
financial statements.
2. Summary of Basis of Accounting
Significant
Accounting The accompanying financial statements have been prepared on
Policies and the accrual basis of accounting.
Practices
Valuation of Investments
Mutual funds and the value of Samsonite Common Stock are
determined by quoted market prices, where available.
Participant loans are valued at cost, which approximates
fair value. Purchases and sales of securities are recorded
as of the trade date. Interest is recognized as earned,
dividends are recognized on the ex-dividend date.
Use of Estimates
Management of the Plan has made a number of estimates and
assumptions relating to the reporting of assets and
liabilities, the disclosure of contingent assets and
liabilities and additions and deductions to net assets
available for benefits to prepare these financial
statements in conformity with generally accepted accounting
principles. Actual results could differ significantly from
those estimates.
Payment of Benefits
Benefits are recorded when paid.
9
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Samsonite Corporation
Employee Savings Trust
Tuscon Union
Notes to Financial Statement
================================================================================
(Unaudited)
3. INVESTMENTS The fair value of investments that individually represent
5% or more of the Plan's net assets are as follows:
December 31, 1999 1998
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CIGNA Guaranteed Income Fund $ 2,860 $ 4,235
CIGNA Lifetime20 Fund - 1,354
Fidelity Equity Income II Fund - 806
Fidelity Contra Fund - 484
Founders Growth - 469
Loans to Participants 939 678
10
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Supplemental Schedule
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<PAGE>
Samsonite Corporation
Employee Savings Trust
Tuscon Union
Schedule I-Schedule of Assets Held for Investment Purposes
================================================================================
(Unaudited)
EIN: 36-3511556
Plan Number 007
December 31, 1999
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Number Current
Identity of issue of shares value
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CIGNA Guaranteed Income Fund 108 $ 2,860
Loans to Participants 939
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$ 3,799
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There were no non-exempt party-in-interest transactions.
12
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
Samsonite Corporation Employee Savings Trust - Tucson Union
____________________________________________
Date: June 28, 2000 By: /s/ Richard H. Wiley
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Richard H. Wiley
Samsonite Corporation
Chief Financial Officer, Treasurer and Secretary
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