SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARES PARTNERS MANAGEMENT CO LLC

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAMSONITE CORP/FL [ SAMC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/29/2004 P 4,933,960 A $0.5 148,659,790 I See footnotes(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2003 Convertible Preferred Stock, par value $0.01 $0.42 12/29/2004 P 1,928 (3) (4) Preferred Stock 5,134,553(5) $1,331.66 46,630 I See footnotes(1)(2)
1. Name and Address of Reporting Person*
ARES PARTNERS MANAGEMENT CO LLC

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARES MANAGEMENT LLC

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARES MANAGEMENT INC

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF OPERATING MANAGER LP

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF MANAGEMENT LP

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARES CORPORATE OPPORTUNITIES FUND LP

(Last) (First) (Middle)
1999 AVENUE OF THE STARS
SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Ares Corporate Opportunities Fund, L.P. ("ACOF") is the direct beneficial owner of the shares of Common Stock and 2003 Convertible Preferred Stock reported herein. ACOF Management, L.P. ("ACOF Management") is the general partner of ACOF. ACOF Operating Manager, L.P. ("ACOF Operating") is the general partner of ACOF Management, and the manager of ACOF. The general partner of ACOF Operating is Ares Management, Inc. ("Ares Inc."). Ares Partners Management Company, LLC ("Ares Partners") directly or indirectly beneficially owns all of the outstanding capital stock of Ares Inc. Each of ACOF Management, ACOF Operating, Ares Inc. and Ares Partners disclaims beneficial ownership of the shares of 2003 Convertible Preferred Stock, and the Common Stock underlying such securities, owned by ACOF, except to the extent of its indirect pecuniary interest therein.
2. Further, the members of Ares Partners are: Seth Brufsky, John Kissick, Antony P. Ressler, Bennett Rosenthal, and David Sachs. Each such persons may be deemed to be a beneficial owner of the securities listed herein by virtue of such status as a member of Ares Partners. Each such person disclaims beneficial ownership of the shares listed herein except to the extent of any indirect pecuniary interest therein. The filing of this statement shall not be deemed an admission that any of the Reporting Persons, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose, is the beneficial owner of, or has any pecuniary interest in, any such securities.
3. The 2003 Convertible Preferred Stock is convertible at the option of the holder.
4. There is no expiration date.
5. Calculated by dividing liquidation value and accrued dividends (through December 29, 2004) by the conversion price.
/s/ Kevin Frankel, Executive Vice President, Ares Corporate Opportunities Fund, L.P. 01/03/2005
/s/ Kevin Frankel, Executive Vice President, ACOF Management, L.P. 01/03/2005
/s/ Kevin Frankel, Executive Vice President, ACOF Operating Manager, L.P. 01/03/2005
/s/ Kevin Frankel, Executive Vice President, Ares Management LLC 01/03/2005
/s/ Kevin Frankel, Executive Vice President, Ares Management, Inc. 01/03/2005
/s/ Kevin Frankel, Executive Vice President, Ares Partners Management Company, LLC 01/03/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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