| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAMSONITE CORP/FL [ SAMC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | S | 14,801,878 | D | $0.5 | 0 | D(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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(1)(2) | 12/29/2004 | S | 5,784 | (3) | (3) | Common Stock | (1)(2) | $1,331.66 | 0 | D(4) | ||||
| 1998 Warrants | $13.02 | 12/29/2004 | S | 15,000 | 07/21/1998 | 06/15/2010 | Common Stock | 167,910 | $0.00 | 0 | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The number of shares of Common Stock issuable upon conversion of the 2003 Convertible Preferred Stock will be equal to the quotient obtained by dividing (i) the sum of the Liquidation Value plus all accrued but unpaid dividends thereon by (y) the Conversion Price then in effect. "Liquidation Value" and "Conversion Price" have the meanings set forth in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 2003 Convertible Preferred Stock and Qualifications, Limitations and Restrictions Thereof (the "Certificate of Designation"). |
| 2. On December 29, 2004, the Liquidation Value of each share of 2003 Convertible Preferred Stock was $1000, accrued but unpaid dividends on each share were $118.59, the Conversion Price was $0.42 and the amount of Common Stock underlying the securities reported in column 5 of Table II above was approximately 15,404,594 shares. The Conversion Price and the number of shares issuable upon conversion of the Preferred Stock will be subject to adjustment upon the occurrence of certain events as set forth in the Certificate of Designation. |
| 3. Shares of 2003 Convertible Preferred Stock are convertible into shares of common stock from the date of issuance, July 31, and any time thereafter. |
| 4. n/a |
| NOMURA SPECIAL SITUATIONS INVESTMENT TRUST BY: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee BY: /s/ J. Luce, Jennifer Luce, Financial Services Officer | 12/30/2004 | |
| LONG DRIVE MANAGEMENT TRUST, BY: /s/ Stuart Simon, Stuart Simon, Managing Director | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||