-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VS73D6uqd7Wz8ruKO81szZtu8hEu1/1BB44gCwYon8AG7Xqh8lPC/+zl8m0n02/X zjeUFOnNPXfEmOLOPf9Oyw== 0000898822-02-000842.txt : 20020627 0000898822-02-000842.hdr.sgml : 20020627 20020627151503 ACCESSION NUMBER: 0000898822-02-000842 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020627 GROUP MEMBERS: ARTEMIS FINANCE SNC GROUP MEMBERS: ARTEMIS S.A. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARTEMIS AMERICA PARTNERSHIP CENTRAL INDEX KEY: 0001092704 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O RL&F SERVICE CORPORATION STREET 2: ONE RODNEY SQUARE CITY: WILMINGTON STATE: DE ZIP: 19801 MAIL ADDRESS: STREET 1: C/O RL&F SERVICE CORPORATION STREET 2: ONE RODNEY SQUARE CITY: WILMINGTON STATE: DE ZIP: 19801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSONITE CORP/FL CENTRAL INDEX KEY: 0000914478 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 363511556 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46490 FILM NUMBER: 02689026 BUSINESS ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 53141-1410 BUSINESS PHONE: 3033732000 MAIL ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 53141-1410 FORMER COMPANY: FORMER CONFORMED NAME: ASTRUM INTERNATIONAL CORP DATE OF NAME CHANGE: 19931105 SC 13D/A 1 june27-13da.txt AMENDMENT NO. 4 TO SCHEDULE 13-D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. 4) (1) SAMSONITE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 79604V105 - -------------------------------------------------------------------------------- (CUSIP Number) BERNARD ATTAL - -------------------------------------------------------------------------------- H2 ADVISORS, L.L.C. 545 FIFTH AVENUE, SUITE 1108 NEW YORK, NY 10017 (212) 808-0081 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 27, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(e), check the following box: [__]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ----------------------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 7 Pages) - ----------------------------- ------------------------ CUSIP No. 79604v105 13D Page 2 of 7 - ----------------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Artemis America Partnership IRS Employer Identification No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 5,945,189 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER REPORTING 5,945,189 PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,945,189 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------- ------------------------ CUSIP No. 79604v105 13D Page 3 of 7 - ----------------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Artemis Finance SNC IRS Employer Identification No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION France - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 5,945,189 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER REPORTING 5,945,189 PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,945,189 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------- ------------------------ CUSIP No. 79604v105 13D Page 4 of 7 - ----------------------------- ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Artemis S.A. IRS Employer Identification No. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE ORGANIZATION France - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY 5,945,189 ------------------------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER 0 EACH ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER REPORTING 5,945,189 PERSON WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,945,189 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC, CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ----------------------------- ------------------------ CUSIP No. 79604v105 13D Page 5 of 7 - ----------------------------- ------------------------ This Amendment No. 4 ("Amendment No. 4") to the Schedule 13D originally filed jointly on August 9, 1999, and amended by Amendment No. 1 filed on November 12, 1999, Amendment No. 2 filed on December 23, 1999 and Amendment No. 3 filed on May 3, 2002, by Artemis America Partnership ("Artemis America"), Artemis Finance SNC ("Artemis Finance") and Artemis S.A. ("Artemis," and together with Artemis America and Artemis Finance, the "Reporting Persons") relates to the Common Stock, par value $0.01 per share ("Common Stock"), of Samsonite Corporation, a Delaware corporation (the "Issuer"). ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended by inserting the following immediately after the last paragraph thereof: On June 27, 2002, Artemis and Ares Management, L.P. ("Ares") delivered a letter (the "June 27 Letter") to the board of directors of the Issuer containing a joint proposal for a deleveraging transaction (the "Transaction") in which Artemis, Ares and other investors (collectively, the "Investors") would provide new equity capital to the Issuer. The new equity capital would be used to reduce the Issuer's outstanding indebtedness and to retire a portion of the Company's outstanding preferred stock. If the Transaction were to occur, the Investors would acquire a majority of the voting power of the Issuer and the right to appoint a majority of its directors. In addition, the Transaction, if it were to occur, could relate to or result in one or more of the matters set forth in Sections (a) through (j) of Item 4 to Schedule 13D, including, without limitation, Sections (a), (d), (e), (g) and (i). In addition, consummation of the Transaction could result in the Common Stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The Reporting Persons retain the right to withdraw, amend or modify the proposal. Artemis or its representatives may engage in negotiations with the Issuer's board of directors, or in discussions with other stockholders of the Issuer, concerning the Transaction or other possible transactions. There can be no assurance that the Transaction, or any other transaction, will occur. The foregoing is qualified in its entirety by reference to the June 27 Letter and the accompanying term sheet describing the Transaction, the full texts of which are attached as Exhibit 7 hereto. In connection with their joint proposal to the Issuer contained in the June 27 Letter, Artemis and Ares entered into an investment agreement, dated June 27, 2002 (the "Artemis/Ares Investment Agreement"), relating to matters concerning the proposal and the intended provisions of a potential stockholders' agreement they would expect to enter into if the Transaction is completed, including provisions concerning the governance of the Issuer, sales of securities of the Issuer and registration of the securities of the Issuer under U.S. federal securities laws. The foregoing is qualified in its entirety by reference to the Artemis/Ares Investment Agreement, the full text of which is attached as Exhibit 8 hereto. The Reporting Persons retain the right to change their investment intent, to propose one or more transactions to the Issuer's board, to acquire or sell or dispose of shares of Common Stock or other securities of the Issuer from time to time in any manner permitted by law. - ----------------------------- ------------------------ CUSIP No. 79604v105 13D Page 6 of 7 - ----------------------------- ------------------------ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 27, 2002 ARTEMIS AMERICA PARTNERSHIP By: Artemis S.A., General Partner By: /s/ Jean-Francois Palus ------------------------------- Name: Jean-Francois Palus Title: Director ARTEMIS FINANCE SNC By: Artemis S.A., General Partner By: /s/ Jean-Francois Palus ------------------------------- Name: Jean-Francois Palus Title: Director ARTEMIS S.A. By: /s/ Jean-Francois Palus ------------------------------- Name: Jean-Francois Palus Title: Director - ----------------------------- ------------------------ CUSIP No. 79604v105 13D Page 7 of 7 - ----------------------------- ------------------------ EXHIBIT INDEX Exhibit 7 Letter, dated June 27, 2002, from Artemis S.A. and Ares Management, L.P. to the Board of Directors of Samsonite Corporation. Exhibit 8 Investment Agreement, dated June 27, 2002, by and between Artemis S.A. and Ares Management, L.P. EX-99 3 june27-exhibit7.txt EXHIBIT 7 - LETTER DATED JUNE 27, 2002 EXHIBIT 7 --------- ARTEMIS S.A. ARES MANAGEMENT, L.P. 5, Boulevard de Latour Maubourg 1999 Avenue of the Stars, Suite 1900 75007 Paris Los Angeles, California 90067 FRANCE June 27, 2002 CONFIDENTIAL - ------------ Board of Directors Samsonite Corporation 11200 East 45th Avenue Denver, CO 80239 Ladies and Gentlemen: Responding to the request of the board of directors of Samsonite Corporation (the "Company"), Ares Management, L.P. (together with certain of its affiliates, "Ares") and Artemis S.A. (together with certain of its affiliates, "Artemis") are pleased to provide you with the following joint proposal for a recapitalization transaction on the terms and subject to the conditions set forth below (the "Recapitalization"). This joint Recapitalization proposal replaces the separate proposals that Ares and Artemis each made last month. As you know, the Company's existing 13 7/8% Senior Redeemable Exchangeable Preferred Stock (the "Existing Preferred Stock") is currently accruing non-cash dividends at a rate per annum of 13 7/8% and is scheduled to pay cash dividends on a quarterly basis after June 15, 2003. The dividend rate on the Existing Preferred Stock will increase to a default rate of 15 7/8% per annum if the Company is unable to pay cash dividends thereon beginning on June 15, 2003. The increasing liquidation preference of the Existing Preferred Stock and impending default on cash dividend payments is (i) hindering the Company's ability to appropriately refinance its existing senior credit facility and attract new capital, (ii) eroding common shareholder value and (iii) reducing the effectiveness of the management stock option and incentive award plan. In addition, the Company has significant debt service obligations with respect to its outstanding 10 3/4% Senior Subordinated Notes due 2008 (the "Notes"). Accordingly, we propose that the Company undertake to effect the Recapitalization through a series of transactions that will eliminate the problems resulting from the increasing liquidation preference of, and impending default on, the Existing Preferred Stock and reduce the Company's total leverage. The Recapitalization would consist primarily of the following steps: 1. We and our co-investors (collectively, the "Investors") would invest a total of $160 million in shares of a new series of voting convertible preferred stock of the Company (the "New Preferred Stock") with an aggregate liquidation preference of $160 million. The New Preferred Stock would represent a majority of the voting power of the Company's capital stock. 2. ING Barings Limited would provide $200 million of new debt financing in the form of a $125 million term loan and a $75 million revolving credit facility, which would provide liquidity and permit the Company to refinance the existing credit facility. ING Barings has made a proposal to us to provide a firmly underwritten commitment for that financing. 3. The Company would make a tender or exchange offer for its outstanding Notes that will have the effect of retiring for cash 40% to 50% of the outstanding Notes at a significant discount to face value. We believe that the implementation of the proposed Recapitalization can be effected in a manner that does not give rise to an obligation of the Company to make a change of control offer with respect to Notes that remain outstanding following the consummation of the Recapitalization. 4. The Company would obtain the approval of the holders of the Existing Preferred Stock (i) to convert 30% to 40% of the Existing Preferred Stock into the right to receive cash at a per share price representing a significant discount to liquidation preference, (ii) to convert the remaining Existing Preferred Stock into a number of shares of common stock of the Company ("Common Stock") equal to the liquidation preference as of June 15, 2002 divided by the conversion price of $1.00 per share (holders of Existing Preferred Stock would be permitted to elect between the cash and common stock alternatives, subject to proration) and (iii) to terminate the warrants to purchase Common Stock initially issued in connection with the issuance and sale of the Existing Preferred Stock. This proposed Recapitalization is subject to the conditions set forth in Annex A, completion of, and satisfaction with, due diligence and negotiation of the definitive agreements and other documentation necessary to effect the Recapitalization. We are prepared to work with you on an exclusive basis over the next 60 days in order to complete these actions. We look forward to starting this process as soon as possible. Other points for you to consider: A. New Preferred Stock Structure and Terms. The structure and material terms and conditions of the New Preferred Stock investment are set forth in Annex A. B. Definitive Documents. Our proposal is made subject to the execution of definitive documentation. The definitive documents governing the Recapitalization will include terms and conditions typical for transactions of this type, including customary representations and warranties, the receipt of the necessary third party debt financing, the receipt of all necessary governmental and third party consents and approvals and a $10 million break up fee payable by the Company to Ares and Artemis upon customary triggers. C. Due Diligence. We and our respective advisors will require the opportunity to conduct business due diligence consisting of a market research study and reviews of the Company's major accounting policies, quality of earnings, balance sheet and off-balance sheet liabilities, tax and pension obligations, management information systems and insurance coverage, as well as legal due diligence covering potential environmental liabilities, outstanding litigation, major contracts and other customary areas in order to provide a definitive and binding proposal. We would of course agree to keep information obtained through our due diligence confidential and are prepared to enter into a customary confidentiality agreement (with no standstill provisions) toward that end. D. Exclusivity. By countersigning this letter, the Company agrees that for the sixty calendar day period beginning on the date of such countersignature (as the same may be extended, the "Exclusivity Period"), the Company will not directly or indirectly (i) solicit, negotiate, encourage or discuss with any third party (or continue any current solicitations, negotiations or discussions concerning) a Competing Transaction (as defined below), (ii) furnish non-public Company information to any third party or any representative thereof or (iii) permit any of its directors, officers, partners, advisors, agents, representatives or employees to do any of the foregoing. The Company will promptly disclose to Ares and Artemis the terms of any proposal or inquiry that it or its representatives may receive concerning any possible or proposed Competing Transaction and the identity of the person(s) making such proposal or inquiry. For the purposes of this letter, "Competing Transaction" shall mean a transaction with any person other than one involving both Ares and Artemis, and/or the respective affiliates and representatives of each of them, involving the direct or indirect sale of, or retirement or repurchase of, 10% or more of the equity or voting interests (on a direct or convertible basis) of the Company, 10% or more of the Company's business or assets (based on market value), any merger, consolidation or recapitalization directly or indirectly involving the Company, or any similar transaction. E. Expenses/Fees. The Company agrees to reimburse the Investors for all out-of-pocket costs and expenses incurred by them with respect to the Recapitalization, including out-of-pocket costs and expenses incurred by ING Barings Limited and reimbursed by the Investors in connection with its financing of the Recapitalization, and other legal, consulting and advisory fees up to an aggregate maximum of $3,500,000. Such reimbursement will be paid whether or not the Recapitalization occurs or a definitive transaction agreement is entered into and will be payable on the earlier of (i) the execution of definitive documentation relating to a Recapitalization and (ii) the expiration of the Exclusivity Period. At the closing of the Recapitalization, the Company will pay to Ares and Artemis an aggregate restructuring fee of $2,000,000, which amount shall be in addition to any costs and expenses reimbursed by the Company pursuant to the provisions of this paragraph. F. Process. We are submitting this proposal with the expectation that we can finalize any remaining due diligence and complete definitive documentation relating to the transaction by the end of the Exclusivity Period. By signing below, you represent that the Company's Board of Directors, with the approval of a majority of the directors of the Company not designated by Artemis or by a special committee of directors that you may have established for the purpose of considering recapitalization proposals, has approved the execution of this letter, and you and we agree to work together exclusively to reach definitive agreements, subject to the terms and conditions set forth in this letter, and to honor the provisions of paragraphs D and E of this letter. During the Exclusivity Period, we would expect that each of us would devote substantial time and resources to providing and analyzing any information reasonably required by the other and to finalizing the requisite documentation. G. Miscellaneous. This agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof and may be amended, modified or waived only by a separate writing executed by each of the parties hereto. This agreement may be executed in two or more counterparts, all of which taken together will constitute one binding agreement. As used in this agreement, the term "person" will be broadly interpreted to include any individual, corporation, partnership or other legal or other body or entity. Each of the parties hereto agrees that any action or proceeding based hereon shall be brought and maintained exclusively in the courts of the State of New York located in the city and county of New York or in the United States District Court for the Southern District of New York. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the foregoing courts for the purpose of any such action or proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with such action or proceeding. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts and any claim that any such action or proceeding has been brought in an inconvenient forum. Paragraphs D, E, F (second sentence only) and G of this letter are intended to be, and shall become binding upon Ares, Artemis and, upon the execution of this letter by the Company, the Company, but the terms and conditions regarding the proposed Recapitalization in the other paragraphs and in Annex A shall not be binding upon the parties and do not constitute an offer capable of acceptance. The parties shall have no legal obligation to engage in or consummate the Recapitalization unless and until the parties enter definitive agreements relating thereto, and no party shall have any liability for failure to enter into any such definitive agreements. Our proposal, and our offer to commence exclusive negotiations, will terminate at 5:00 p.m. (New York time) on July 10, 2002, unless the Company countersigns this letter and returns a copy to us before such time. We and our respective counsel are prepared to move forward immediately to finalize the definitive terms of the Recapitalization, and we look forward to working with you to complete the Recapitalization as promptly as possible. If you have any questions about our proposal, please do not hesitate to call Bernard Attal of Artemis at (212) 808-0081 or Eric Beckman of Ares at (310) 201-4100. You may also contact David A. Katz and Mark Gordon of Wachtell, Lipton, Rosen & Katz, at (212) 403-1000. We look forward to working with you toward a successful transaction. Very truly yours, ARTEMIS S.A. ARES MANAGEMENT, L.P. By: /s/ Francois-Henri Pinault By: /s/ Eric Beckman ----------------------------- --------------------------- Name: Francois-Henri Pinault Name: Eric Beckman Title: Gerant Financiere Pinault Title: Managing Director Agreed and accepted on behalf of SAMSONITE CORPORATION By: ------------------------------ Name: Title: ANNEX A OVERVIEW OF TERMS AND CONDITIONS New Preferred A new series of voting convertible preferred stock issued - ------------- by the Company Stock - ----- Amount $160 million - ------ Investment $1,000 per share - --------- Amount - ------ Liquidation Upon liquidation of the Company, holders of New Preferred - ----------- Stock will be entitled to receive an amount equal to the Preference greater of (i) $1,000 per share of New Preferred Stock plus - ---------- any accreted and accrued and unpaid dividends thereon and (ii) the amount that would have been received by the holders of New Preferred Stock had such New Preferred Stock been converted into Common Stock immediately prior to the liquidation. Dividends Holders of the New Preferred Stock shall be entitled to - --------- receive cumulative dividends as follows: o Through the fifth anniversary of the issuance of the New Preferred Stock (the "Initial Period"), payable only through accretion of the liquidation preference at the annual rate of 6%, compounded quarterly; o From the fifth anniversary to the eighth anniversary of the issuance of the New Preferred Stock, dividends shall be paid quarterly in cash at an annual rate of 6% of the accreted liquidation preference of the New Preferred Stock; o From the eighth anniversary to the tenth anniversary of the issuance of the New Preferred Stock, dividends shall be paid quarterly in cash at an annual rate of 12% of the accreted liquidation preference of the New Preferred Stock; and o Following the tenth anniversary of the issuance of the New Preferred Stock, dividends shall be paid quarterly in cash at an annual rate of 15% of the accreted liquidation preference of the New Preferred Stock. Following the Initial Period, dividends not paid in cash will accrue at the applicable rate (i.e., 6%, 12% or 15%) plus a penalty rate. Upon a Change of Control, a Qualified Listing or a Qualified Recapitalization (as each of those terms are defined below) during the Initial Period, all dividends for the remainder of the Initial Period shall be accelerated and paid as an increase in liquidation preference. In addition, the New Preferred Stock shall be entitled to participate on an as-converted basis in any dividends or distributions paid on the Common Stock. Conversion $0.45 per share, subject to customary anti-dilution - ---------- adjustment and indemnification provisions. Price - ----- Ranking Senior to each class of the Company's capital stock other - ------- than any future class that by its terms ranks pari passu. Optional The New Preferred Stock will be redeemable, in whole but - -------- not in part, at the option of the Company beginning on the Redemption eighth anniversary of issuance at a redemption price equal - ---------- to the liquidation preference then in effect plus any accrued but unpaid dividends to the date of redemption. Optional Convertible into Common Stock at any time at the option of - -------- each holder at the Conversion Price, as adjusted to reflect Conversion any accrued but unpaid cash dividends, subject to - ---------- anti-dilution adjustment and indemnification provisions. Mandatory The New Preferred Stock will mandatorily convert into - --------- Common Stock (on the same terms as the optional conversion) Conversion upon a Qualified Listing. - ---------- Definitions A "Qualified Listing" is defined as a sale of newly issued - ----------- Common Stock in one transaction or series of related transactions in which the Company receives aggregate proceeds of not less than $100 million, and at a per share price that is at least 200% of the Conversion Price in effect at the date of such transaction, and which transaction or series of related transactions are effected on one of the European or U.S. markets to be specified in the Investment Agreement for the New Preferred Stock. A "Qualified Recapitalization" is defined as a transaction in which the Company redeems shares of Common Stock and/or pays a dividend, in either case, in excess of $25 million in the aggregate, or any transaction with a similar effect. A "Change of Control" is defined as a transaction in which (i) any unrelated person becomes the beneficial owner of (x) more than 50% of the voting equity of the Company, or (y) more than 35% if such amount then owned is also more than the amount beneficially owned by either Ares or Artemis, (ii) any unrelated person obtains the power to designate a majority of the Board of Directors of the Company or ensure that the Company's affairs are conducted in accordance with the directions of such person or (iii) any merger, consolidation, recapitalization or other significant corporate transaction as a result of which the beneficial owners of the voting equity of the Company immediately before such transaction do not hold (in the same proportions as they hold before such transaction) at least 60% of the equity interest in the surviving or resulting entity. Voting Rights The New Preferred Stock will vote, on an as-converted - ------------- basis, together with the Common Stock as a single class. In the Recapitalization, the Company's charter will be amended to add supermajority voting provisions that will, in effect, give each of Ares and Artemis veto power regarding specified Company actions. Board of The board of directors will consist of 4 directors - -------- nominated by Ares, 4 directors nominated by Artemis, and Directors the CEO. Of their respective 4 nominees, Ares and Artemis - --------- must each nominate at least one independent director. Preemptive The Investors will have customary pre-emptive rights - ---------- enabling them to maintain their respective proportionate Rights equity and voting interests. - ------ Registration The Investors shall have unlimited piggy-back registration - ------------ rights and shall have demand rights customary in number, Rights timing and terms for investments of this nature and - ------ magnitude. Conditions of o Receipt of all requisite securityholder approvals, - ------------- including approval of the issuance of the New Preferred the Investment Stock and any required amendments to the Company's - -------------- charter; o Execution of definitive agreements for the Recapitalization, which the Company and the Investors will work in good faith to negotiate, execute and deliver promptly; o Satisfaction of any conditions relating to ING Baring Limited's funding of the new credit facilities; o Satisfaction of Ares and Artemis (a) with the balance sheet of the Company pro forma for the Recapitalization, (b) with the ultimate level of ownership attained by the Investors in the Recapitalization and (c) that the Company has not incurred unreasonable transaction fees and expenses; o The Company shall have met its projected performance as set forth in the materials presented by the Company to Ares on April 17, 2002 and there shall have been no material adverse change in the business, assets, results of operations, liabilities, condition (financial or otherwise) or prospects of the Company; o Customary representations and warranties; and o Completion of, and satisfaction with, due diligence. EX-99 4 june27-exhibit8.txt EXHIBIT 8 - INVESTMENT AGREEMENT EXHIBIT 8 --------- INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this "Agreement") is dated as of June 27, 2002, between Ares Management, L.P. ("Ares") and Artemis S.A. ("Artemis" and, together with Ares, the "Major Parties"). WHEREAS, Ares and Artemis have considered making a joint proposal to the special committee of the board of directors of Samsonite Corporation (the "Company") for a transaction to recapitalize the Company (the "Recapitalization"), the principal terms of which would be as set forth in this Agreement and the letter attached hereto as Attachment 1; NOW THEREFORE, as a condition to the willingness of the Major Parties to make such a joint proposal and pursue the Recapitalization the Major Parties hereby agree as follows: 1. Stockholders Agreement. In connection with the Recapitalization and their acquisition of the voting convertible preferred stock of the Company ("New Preferred" and, together with all shares of Common Stock of the Company ("Common Stock") into which such New Preferred shall have been converted, but specifically excluding the Pre-Existing Securities, the "Securities"), Ares and its affiliates and certain other initial investors in the New Preferred acting as a group with Ares (the "Ares Group" or "Group") and Artemis and its affiliates ("Artemis Group" or "Group") shall (i) negotiate and, upon the consummation of the Recapitalization, enter into a Stockholders Agreement with the Company, the other holders of the New Preferred and certain other security holders of the Company (the "Stockholders Agreement") and (ii) amend the Company's certificate of incorporation, in each case on the terms set forth below and such other terms and provisions as are mutually agreed upon by the Major Parties. The term "Pre-Existing Securities" means the existing equity securities of the Company held by the members of the Groups prior to consummation of the Recapitalization (and any shares of Common Stock received by such members in exchange therefor). (A) Veto Rights. The Major Parties agree that in connection with, and as a condition to, the Recapitalization, the Company's certificate of incorporation shall be amended to provide that no Significant Action may be authorized by the board of directors except upon the receipt of the approval of each of the Major Parties, provided, that such approval will only be required of a Major Party so long as such Major Party's Group beneficially owns Securities constituting at least 51% on an as-converted basis of the number of shares of Common Stock underlying the Securities such group held immediately after consummation of the Recapitalization. The term "Significant Action" will be defined to include (a) any merger, consolidation, sale, lease or other conveyance of assets of the Company or its subsidiaries with a fair market value in excess of $25 million or any purchase, lease or other acquisition of assets (including securities of another person) with a fair market value or purchase price in excess of $25 million by the Company or its subsidiaries; (b) (i) any issuance of preferred securities by the Company, (ii) any issuance of equity securities by the Company (other than in connection with the Approved IPO or in connection with a previously approved management incentive plan) with a fair market value in excess of $20 million in any 12 month period, (iii) any issuance of equity securities by any of the Company's subsidiaries and (iv) any guarantee of or incurrence of debt in excess of $20 million in any 12 month period (other than trade debt in the ordinary course of business or ordinary incurrences of debt under the Company's revolving credit facilities, the terms of which have been previously approved pursuant to the provisions hereof) by the Company and its subsidiaries, and the entering into of any agreements to do any of the foregoing; (c) declaring or paying dividends or making distributions with respect to securities (other than dividends on the New Preferred in accordance with the terms of the New Preferred) or repurchasing, redeeming or otherwise retiring any securities, other than repayments or redemptions of debt securities previously approved pursuant to clause (b) in accordance with their terms or repurchases of securities held by employees of the Company upon termination of employment; (d) any transactions between the Company and any Major Party or any affiliate of a Major Party; (e) prior to the third anniversary of the Recapitalization, (i) the filing of any registration statement under the Securities Act of 1933, as amended, registering the sale of capital stock of the Company or (ii) the non-U.S. public offering and sale of capital stock of the Company (in each case, other than the Approved IPO); (f) changing the composition, or materially changing the compensation, of the Company's senior management; (g) changes to, or waivers of any of the provisions in, the organizational documents of the Company or any of its subsidiaries; (h) commencement of any liquidation, dissolution or voluntary bankruptcy or reorganization; and (i) significant changes to the scope or nature of the Company's business and operations. The term "Approved IPO" will mean (x) prior to the fifth anniversary of the consummation of the Recapitalization, the first firm commitment underwritten public offering (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering an offer and sale of Common Stock for the account of the Company to the public, or (ii) in accordance with applicable non-U.S. laws, rules and regulations in connection with the non-U.S. public offering and sale of capital stock of the Company, in each case (A) the public offering price of which is not less than 200% of the then-applicable conversion price of the New Preferred, (B) will result in net proceeds to the Company and/or its stockholders of not less than $100 million and (C) would result in (x) a sale of not less than 17.5% of the shares of Common Stock then held by each Group (on an as converted basis) or (y) an issuance of newly issued shares of Common Stock that, when aggregated with the sales of Common Stock by each Group in such public offering, would result in each Group's aggregate beneficial ownership of the total issued and outstanding shares of Common Stock of the Company (on an as converted basis), when expressed as a percentage thereof, being reduced by not less than 17.5% of such percentage, and (z) thereafter, the first firm commitment underwritten public offering (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) in accordance with applicable non-U.S. laws, rules and regulations in connection with the non-U.S. public offering and sale of capital stock of the Company, in each case under this clause (y) filed or commenced no earlier than 30 days following delivery by the Company to the Major Parties of its intention to file such registration statement and covering an offer and sale of Common Stock for the account of the Company to the public, provided that in the event either Major Party elects to exercise its rights described in paragraph 1(G) below during such 30 day period, any such underwritten public 2 offering shall not constitute an Approved IPO and shall be discontinued unless otherwise approved in accordance with the above. (B) Board Composition. The Major Parties intend that the board of directors will consist of 9 directors. Of the 9 directors, 4 of the directors will be nominated by the Ares Group (of which at least 1 will be independent), 4 of the directors will be nominated by the Artemis Group (of which at least 1 will be independent), and 1 of the directors will be the CEO; provided that the number of directors each Group is entitled to nominate will be reduced to (w) 3 directors at any time such Group owns less than 51% of the Securities held by it immediately after consummation of the Recapitalization, (x) 2 directors at any time such Group owns less than 30% of the Securities held by it immediately after consummation of the Recapitalization, (y) 1 director at any time such Group owns less than 20% of the Securities held by it immediately after consummation of the Recapitalization, and (z) 0 directors at any time such Group owns less than 10% of the Securities held by it immediately after consummation of the Recapitalization. The Major Parties agree that each of their Groups shall have the right to have at least one of its nominees as a member of each committee of the Board of Directors and that neither Group will be permitted to have a larger proportion of its nominees on any committee of the board of directors than the other Group without such other Group's consent. The Major Parties agree to, and agree to cause their nominees of their respective Groups to, cast such votes as may be necessary to effectuate the foregoing, including to vote, and to cause such nominees to the board of directors to vote, in favor of the other Group's nominees (including in connection with the filling of any vacancies among the other Major Party's nominees). (C) Right of First Offer. If any party to the Stockholders Agreement other than a member of the Ares Group or a member of the Artemis Group proposes to sell all or any portion of the equity securities of the Company held by such party ("Subject Securities") to a third party, such party ("Offeror") shall be obligated to offer the Subject Securities first to the Groups ("Offerees") on a pro rata basis based on their relative percentage ownership of Securities (and excluding Pre-Existing Securities) at a price per share ("Offered Price") designated by the Offeror. The Offerees will have 30 days to elect to purchase all or any portion of the Subject Securities at the Offered Price. If the Offerees do not elect to purchase all or any portion of the Subject Securities at the Offered Price prior to the end of such 30-day period, the Offeror will have the right to sell such unpurchased Subject Securities for a period of 90 days at not less than the Offered Price. (D) Tag-Along. Not less than 30 days prior to a sale by a Group or any member thereof to any third party of Securities of the Company constituting more than 20% of the Common Stock of the Company on a fully-diluted basis, each selling member of such Group shall provide written notice to the other Group. Such other Group shall have not less than 30 days after receipt of such notice to elect to participate on substantially the same terms (without paying any portion of the transactions costs associated with the sale except for their own legal expense and selling commissions) in any such sale, such participation to be pro rata as between Groups based on the number of Securities and Pre-Existing Securities held by each Group. 3 (E) Demand Registration Rights. The aggregate amount of demand registration rights granted to each Group will be 6, which demand registration rights may not be exercised prior to the earlier of (x) the first anniversary of the consummation of the Approved IPO and (y) the third anniversary of the consummation of the Recapitalization. The demand registration rights will be divided as follows: (i) the Ares Group will have the right to exercise two demand registrations in its sole discretion ("Individual Demand") in which it will have priority and will be entitled to include on the same priority basis Common Stock held by certain initial investors in the New Preferred as it shall determine in its discretion; (ii) the Artemis Group will have the right to exercise two demand registrations with respect to any Common Stock held by the Artemis Group, whether issued on conversion of the New Preferred or otherwise, in its sole discretion ("Individual Demand") in which it will have priority; and (iii) the two remaining demand registration rights will be exercised jointly by both Groups ("Collective Demand"). If a Group elects to exercise an Individual Demand ("Exercising Party"), the other Group ("Non-Exercising Party") may elect to include its Common Stock in the related registration on a pari passu basis, in which case such demand will cease to be an Individual Demand and will constitute a Collective Demand; provided, that no Group may elect to include its Common Stock in an Individual Demand of the other Group on a pari passu basis more than one time. If the Non-Exercising Party does not elect to include its Common Stock in an Individual Demand of the other Exercising Party on a pari passu basis, it may elect to include its Common Stock in such Individual Demand on a subordinate basis. In the event that a Group is cut-back below 75% of the Common Stock proposed to be registered by such Group in any of its Individual Demands, such registration shall not constitute an Individual Demand. (F) Piggy-Back Registration Rights. Commencing with the first registration of Common Stock for sale by the Company or any Exercising Party, the parties to the Stockholders Agreement will be entitled to unlimited "piggy-back" registration rights on Company registrations and demand registrations, subject to cutbacks in favor of newly-issued shares, in the case of Company registrations, and newly-issued shares and Common Stock being registered by the Exercising Party, in the case of a demand registration (which cutbacks may be 100% if requested by the underwriters for such offering). (G) Sale After Five Years. On and after the fifth anniversary of the consummation of the Recapitalization, if either Major Party wishes to cause a sale of the Company, the Company shall take all reasonably necessary or advisable actions to pursue such a sale (whether by stock sale, asset sale or merger) at the maximum price attainable, including without limitation hiring one or more financial advisors to identify potential purchasers (including using an auction process) in connection with, and to otherwise facilitate, such a sale. Any Major Party or member of its Group may participate as a potential purchaser or bidder in any such sale on the same terms and conditions as other potential purchasers and bidders, but in such case shall be excluded from the sale process other than in its capacity as a potential purchaser or bidder. In the event that any offer received in connection with such proposed sale that is acceptable to at least one Major Party, including a sale to a Major Party or member of its Group, that would provide each Major Party with a minimum of 20% internal rate of return on their investments in the 4 Recapitalization or an equivalent return on capital or such higher return as mutually agreed to by the Major Parties from time to time, then the Company, each Major Party and each other party to the Stockholders Agreement shall be required to take all necessary action to consummate a sale of the Company to the offering or bidding party that offers the greatest amount of consideration to the Company or its stockholders, as applicable, including, in the case of the Company stockholders, selling their Company equity securities to the purchaser in such sale or otherwise approving or consenting to such sale, as required in connection with such sale. (H) Assignment of Rights. No Major Party nor any transferee thereof will be permitted to transfer its rights specific to it under the Stockholders Agreement (including the rights set forth in paragraph 1(A) hereof) other than to an affiliate of such Major Party. (I) Approved IPO. Each Major Party agrees that at any time the other Major Party desires to pursue an Approved IPO, it will, and will cause its Group to, support and do all things necessary to approve, and to cause the board of directors to approve, the Approved IPO. To the extent required by the managing underwriter in connection with the Approved IPO, the Major Parties shall do all things necessary to cause the terms of the Stockholders Agreement as shall be designated by the managing underwriter as materially unfavorable to the marketing of the Approved IPO (but excluding those terms described in paragraphs 1(C), (D), (E), (F) and (H) above and paragraph 2 below) to be modified or terminated; provided, that the terms described in paragraph 1(B) above shall only be modified or terminated to the extent necessary to meet applicable listing requirements. 2. Standstill. Neither Major Party nor any member of its Group shall acquire beneficial ownership of any equity securities of the Company, whether in the Recapitalization or otherwise, without the prior written consent of the other Major Party, except that, in the Recapitalization and at any time prior to the Approved IPO, either Major Party or member of its Group may acquire capital stock of the Company to the extent that the aggregate beneficial ownership by such Group of the voting power of the Company's capital stock (the "Voting Power") and of the economic ownership of the Company does not exceed 40%. Any such securities so acquired shall be subject to the terms of the Stockholder Agreement. The Stockholders Agreement will contain a provision substantially similar to this paragraph 2. 3. Voting Rights/Absence of Voting Agreements. Each Group represents that it is not party to, and covenants not to enter into (without the other Major Party's prior written consent), any agreement, arrangement, understanding or relationship, whether formal or informal, with any holder of Company securities (other than other members of its Group, its affiliates or the other Major Party) relating to the voting of any Company securities held by unrelated holders. 4. Funding Commitment; Equity Equalization. Subject to the satisfaction of all conditions set forth in Attachment 1 and in any definitive documentation relating to the Recapitalization, in each case to the satisfaction of each Major Party at the consummation of the Recapitalization, (a) Ares agrees that the Ares Group and its co-investors will purchase $100 5 million (based on liquidation preference) of New Preferred Stock and (b) Artemis agrees that the Artemis Group will purchase $60 million (based on liquidation preference) of New Preferred Stock. The Major Parties acknowledge and agree that it is their intent that the Ares Group and the Artemis Group shall beneficially own the same proportion of the Voting Power and will work together in good faith to accomplish such intent. 5. Fees. Each Major Party agrees that all restructuring and similar fees received by such party from the Company in connection with the Recapitalization and all management, financial advisory or similar fees received from the Company after the Recapitalization shall be split equally between the Major Parties. 6. Support of the Recapitalization. Each Major Party agrees (a) to use all reasonable efforts to cause the Recapitalization to occur, (b) to vote, and to cause its affiliates to vote, all of their respective shares of capital stock (i) in favor of (or to consent to) the Recapitalization and any part thereof requiring stockholder approval, and (ii) against any other proposal which is an alternative to, or would render more difficult the completion of, the Recapitalization (a "Competing Proposal") and (c) that it will not cause any other security holder of the Company (i) to not support, vote in favor of or consent to the Recapitalization or (ii) to support, vote in favor of or consent to any Competing Proposal, in each case subject to the satisfaction of all conditions set forth in Attachment 1 or in any definitive documentation relating to the Recapitalization. 7. Definitive Agreements. The Major Parties shall have no legal obligation to engage in or consummate the Recapitalization unless and until the Major Parties enter into definitive agreements relating thereto, and no Major Party shall have any liability for failure to enter into any such definitive agreements. 8. Exclusivity. Each Major Party agrees that prior to the Termination Date, it will not, without the consent of the other Major Party, directly or indirectly seek, solicit, support or encourage any restructuring, recapitalization, sale, liquidation or merger of, or similar transaction with respect to, the Company or any of its subsidiaries other than the Recapitalization as described in this Agreement and Attachment 1 hereto. 9. Termination. This Agreement shall terminate and shall be of no further force and effect on the earlier of (a) the Termination Date and (b) the date on which definitive documentation with respect to the Recapitalization is executed by the Major Parties hereto and the Company. The term "Termination Date" means (x) if the proposal attached as Attachment 1 hereto is executed by the Company on or prior to July 10, 2002 (or such later date as agreed to in writing by the Major Parties), the date that is sixty (60) calendar days following such execution by the Company and (y) otherwise, July 10, 2002 (or such later date as agreed to in writing by the Major Parties. 10. Binding Agreement; No Third Party Beneficiaries. This letter shall not be binding upon or enforceable against any Major Party unless and until executed by each Major Parties in the spaces provided below, at which time it shall become binding upon and enforceable against each Major Party. Neither this letter nor any provision hereof is intended to or shall confer upon any person other than the Major Parties any rights, powers of enforcement or remedies hereunder. 6 11. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflict of laws provisions thereof and may be amended, modified or waived only by a separate writing executed by each of the Major Parties hereto. This Agreement may be executed in two or more counterparts, all of which taken together will constitute one binding agreement. Each of the Major Parties hereto agrees that any action or proceeding based hereon shall be brought and maintained exclusively in the courts of the State of New York located in the city and county of New York or in the United States District Court for the Southern District of New York. Each of the Major Parties hereto hereby irrevocably submits to the jurisdiction of the foregoing courts for the purpose of any such action or proceeding and irrevocably agrees to be bound by any judgment rendered thereby in connection with such action or proceeding. Each of the Major Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts and any claim that any such action or proceeding has been brought in an inconvenient forum. 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first above written. ARES MANAGEMENT, L.P. By: /s/ Eric Beckman ------------------------------ Name: Eric Beckman Title: Managing Director ARTEMIS S.A. By: /s/ Francois-Henri Pinault ------------------------------ Name: Francois-Henri Pinault Title: Gerant Financiere Pinault 8 -----END PRIVACY-ENHANCED MESSAGE-----