-----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, HbkKt0mkvBplDcPK9AKohpO9YYxi7r2SgvB3Mc3BlZ3aYFdVNIzKM7rLrk6uFHO0 4uu4/oOKl4tz5oTuOAZJEA== 0000950130-99-004541.txt : 19990805 0000950130-99-004541.hdr.sgml : 19990805 ACCESSION NUMBER: 0000950130-99-004541 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990804 GROUP MEMBERS: APOLLO ADVISORS, L.P. GROUP MEMBERS: APOLLO INVESTMENT FUND L P GROUP MEMBERS: APOLLO INVESTMENT FUND, L.P. GROUP MEMBERS: LION ADVISORS, L.P. 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 SEC ACT: SEC FILE NUMBER: 005-47327 FILM NUMBER: 99677795 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO INVESTMENT FUND L P CENTRAL INDEX KEY: 0000916145 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 223064907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: 1999 AVENUE OF THE STARS SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 2136122630 MAIL ADDRESS: STREET 1: C/O APOLLO ADVISORS LP STREET 2: TWO MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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)/1/ SAMSONITE CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 79604v105 - -------------------------------------------------------------------------------- (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 South Grand Avenue Los Angeles, California 90071-3132 (213) 612-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 1999 - -------------------------------------------------------------------------------- (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(g), 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(b) 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 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 13 Pages CUSIP No. 79604v105 13D Page 2 of 13 Pages - ------------------- - -- - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Apollo Investment Fund, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER 1,779,234 shares of Common Stock --------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,778,523 shares of Common Stock OWNED BY --------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,779,234 shares of Common Stock - -------------- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,778,523 shares of Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,557,757 shares of Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.8% - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 13 Pages CUSIP No. 79604v105 13D Page 3 of 13 Pages - ------------------- - -- - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Apollo Advisors, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER 1,779,234 shares of Common Stock --------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,778,523 shares of Common Stock OWNED BY --------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,779,234 shares of Common Stock - -------------- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,778,523 shares of Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,557,757 shares of Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.8% - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 13 Pages CUSIP No. 79604v105 13D Page 4 of 13 Pages - ------------------- - -- - ------------------------------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Line Advisors, L.P. - ------------------------------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ------------------------------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------------------------------------------------------------ 7 SOLE VOTING POWER 1,779,234 shares of Common Stock --------------------------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,778,523 shares of Common Stock OWNED BY --------------------------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 1,779,234 shares of Common Stock - -------------- --------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,778,523 shares of Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,557,757 shares of Common Stock - ------------------------------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.8% - ------------------------------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 13 Pages STATEMENT PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OR 1934, AS AMENDED ================================================================================ Item 1. Security and Issuer. - ------- ------------------- This Statement on Schedule 13D relates to the Common Stock, par value $0.01 per share ("Common Stock"), of Samsonite Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 11200 East 45th Avenue, Denver, Colorado 80239. Item 2. Identity and Background. - ------- ----------------------- This Schedule 13D is being filed jointly on behalf of Apollo Investment Fund, L.P. ("AIF"), Apollo Advisors, L.P. ("Advisors") and Lion Advisors, L.P. ("Lion" and together with AIF and Advisors, the "Reporting Persons"). AIF and Lion are principally engaged in the business of investment in securities. The managing general partner of AIF is Advisors. Advisors is principally engaged in the business of serving as managing general partner of AIF. The general partner of Advisors is Apollo Capital Management, Inc., a Delaware corporation ("Apollo Capital"). The directors of Apollo Capital are Leon D. Black and John J. Hannan. Apollo Capital is principally engaged in the business of serving as general partner of Advisors. The administrative general partner of AIF is Apollo Fund Administration Ltd. , a Cayman Islands corporation ("Apollo Administration"). Apollo Administration is principally engaged in the business of serving as administrative general partner of AIF. Lion serves as representative for certain institutional investment accounts over which Lion holds investment, voting and dispositive power. The general partner of Lion is Lion Capital Management, Inc., a Delaware corporation ("Lion Capital"). The directors of Lion Capital are Leon D. Black and John J. Hannan. Lion Capital is principally engaged in the business of serving as general partner of Lion. The principal offices of Advisors, Apollo Capital, Lion and Lion Capital is Two Manhattanville Road, Purchase, New York 10577. The principal offices of AIF and Apollo Administration is c/o CIBC Bank and Trust Company, Grand Cayman, Cayman Islands, British West Indies. Set forth in Appendix A attached hereto and incorporated herein by reference are the names, business addresses, principal occupation and citizenship of each executive officer and Page 5 of 13 Pages director of the Reporting Persons and other entities as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. During the last five years, none of the Reporting Persons, Apollo Capital, Apollo Administration, or Lion Capital, or, to the best of their respective knowledge, any executive officer or director of such entities, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. - ------- ------------------------------------------------- See the information set forth under "Item 4. Purpose of the Transaction." Item 4. Purpose of Transaction. - ------- ---------------------- This filing is being made in connection with the transfer to Artemis America Partnership ("Artemis"), effective as of July 29, 1999, of voting rights with respect to 1,778,523 shares of Common Stock currently held by Lion in a managed account on behalf of Artemis (the "Transferred Shares"). Pursuant to a letter agreement dated as of July 13, 1999 between AIF and Artemis (the "Letter Agreement"), such shares will remain subject to the incentive fee provisions and other terms set forth in the Management Agreement relating to such account. Pursuant to a Stockholders Agreement dated as of July 13, 1999 (the "Stockholders Agreement") among the Issuer, AIF and Artemis, AIF and Artemis have agreed to vote all shares of voting stock owned by them (including the Transferred Shares) to ensure the election to the Board of Directors of the Issuer of: (i) the Chief Executive Officer of the Issuer; (ii) three designees of AIF; (iii) one designee of Artemis and, if requested at any time by Artemis, a second designee of Artemis; and (iv) four individuals not designated by AIF or Artemis. Pursuant to the Stockholders Agreement, if the number of shares of voting stock of the Issuer owned by AIF and its affiliates shall be less than 50% of the number of shares of voting stock of the Issuer owned by Artemis and its affiliates, then Artemis shall have the right to designated three directors and AIF shall have the right to designate two directors. If AIF or Artemis ceases to own at least 25% of the shares of Common Stock now owned by such shareholder (including shares of Common Stock underlying the Convertible Preferred Stock (as defined below) and shares acquired pursuant to the Backstop Arrangement (as defined below)), such shareholder would no longer have the right to designate any directors. Artemis first acquired voting rights with respect to shares of Common Stock on July 29, 1999. Pursuant to the Stockholders Agreement, AIF and Artemis each have the right (a "tag-along right") to participate on a pro rata basis (based upon the number of shares of voting stock owned by each party) in any sale of shares of voting stock owned by the other party. Pursuant to the Stockholders Agreement, AIF and Artemis each has agreed to vote, and to cause its affiliates to vote, all shares in excess of its Applicable Percentage of the number of Page 6 of 13 Pages shares of voting stock outstanding pro rata with all other shares of voting stock outstanding. "Applicable Percentage" for AIF (or Artemis, as applicable) means the product of (a) 34% and (b) the percentage of the total number of shares owned by AIF, Artemis and their affiliates that are owned by AIF and its affiliates (or Artemis and its affiliates, as applicable). On April 14, 1999, AIF purchased from the Issuer 1,000 shares of Series Z Convertible Preferred Stock, par value $.01 per share, of the Issuer (the "Convertible Preferred Stock") for an aggregate purchase price of $25,410,000. The Convertible Preferred Stock was purchased pursuant to an Investment Agreement dated as of April 7, 1999 (the "Investment Agreement") between AIF and the Issuer. The following is a description of certain terms of the Convertible Preferred Stock: Conversion. Each share of Convertible Preferred Stock is convertible into the number of shares of Common Stock determined by dividing (a) $25,410 by (b) the Conversion Price then in effect. Shares of Convertible Preferred Stock will first become convertible into shares of Common Stock upon satisfaction of all applicable legal and regulatory requirements and consummation of the Issuer's rights offering pursuant to which the Issuer proposes to distribute transferable rights to purchase up to $75,000,000 of its Common Stock (the "Rights Offering"). The initial Conversion Price is $6.00. In accordance with the Certificate of the Designations, Powers, Preferences and Rights of Series Z Convertible Preferred Stock relating to the Convertible Preferred Stock (the "Certificate of Designations"), the Conversion Price will be adjusted to equal the per share subscription price in the Rights Offering. The Conversion Price is subject to certain anti-dilution provisions as set forth in the Certificate of Designations. Dividends. The amount of dividends payable in respect of each share of Convertible Preferred Stock is equal to the product of (a) the number of shares of Common Stock into which such share of Convertible Preferred Stock is convertible, and (b) the amount of dividends declared and paid on each share of Common Stock. Liquidation Preference. After payment to the holders of the outstanding shares of any class having preference over the Convertible Preferred Stock of any preferential amounts, holders of Convertible Preferred Stock are entitled to share ratably with the holders of the Common Stock in the remaining assets of the Issuer on the basis that such holders would share if all outstanding shares of Convertible Preferred Stock were then converted into Common Stock. Mandatory Redemption. Subject to satisfaction of all applicable legal and regulatory requirements and completion, termination or abandonment of the Rights Offering, the Company has the right to redeem the shares of Convertible Preferred Stock, in whole or in part, at any time in exchange for Common Stock. The number of shares of Common Stock issuable upon redemption shall equal the result obtained by dividing (a) $25,410, by (b) the Conversion Price in effect on the redemption date. Mandatory Conversion. Upon satisfaction of all legal and regulatory requirements and completion, termination or abandonment of the Rights Offering, if any holder of Convertible Preferred Stock transfers beneficial ownership of any shares of Convertible Preferred Stock to Page 7 of 13 Pages any third party not affiliated with such holder, all such shares of Convertible Preferred Stock so transferred are automatically deemed converted into Common Stock at the then applicable Conversion Price. Voting Rights. The holders of Convertible Preferred Stock have no voting rights except (i) as required by law, and (ii) that the holders of Convertible Preferred Stock have the right to vote as a separate single class upon the occurrence of certain events as set forth in the Certificate of Designations. Pursuant to the Investment Agreement, AIF has agreed that if the Rights Offering is not fully subscribed by stockholders of the Issuer, AIF will purchase additional shares of Common Stock at the same price per share at which shares were offered in the Rights Offering, up to a maximum additional subscription by AIF of $12,090,000 (the "Backstop Arrangement"). Pursuant to the Letter Agreement, Artemis has agreed (i) to acquire from AIF 50% of the shares of Convertible Preferred Stock acquired by AIF pursuant to the Investment Agreement, and (ii) to purchase 50% of any shares required to be purchased by AIF pursuant to the Backstop Arrangement. Pursuant to a Registration Rights Agreement dated as of April 7, 1999 (the "Registration Rights Agreement") between the Issuer and AIF, the Issuer has granted to AIF and its affiliates and designees demand registration rights with respect to shares of Common Stock owned by AIF, including shares of Common Stock that may be acquired upon conversion of Convertible Preferred Stock. Except with respect to the transactions described herein, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the matters set forth in (a) through (j) of Item 4 to Schedule 13D. The Reporting Persons retain the right to change their investment intent, to propose one or more possible transactions to the Issuer's board, to acquire additional shares of Convertible Preferred Stock, Common Stock or other securities of the Issuer from time to time or to sell or otherwise dispose of all or part of the Convertible Preferred Stock, Common Stock or such other securities of the Issuer owned by them from time to time in any manner permitted by law. In the event of a material change in the present plans or intentions of the Reporting Persons, the Reporting Persons will amend this Schedule 13D to reflect such change. The foregoing response to this Item 4 is qualified in its entirety by reference to the Investment Agreement, the Certificate of Designations, the Letter Agreement, the Stockholders Agreement and the Registration Rights Agreement, the full texts of which are filed as Exhibits 1, 2, 3, 4 and 5, respectively, hereto and incorporated herein by this reference. In addition, the Reporting Persons may maintain various credit facilities and arrangements, including customary margin arrangements, with banks and other financial institutions in the ordinary course of business and in connection therewith provide to the lenders as collateral thereunder the shares of Common Stock or Convertible Preferred Stock or other securities of the Issuer held by them. Page 8 of 13 Pages Item 5. Interest in Securities of the Issuer. - ------- ------------------------------------ (a) AIF beneficially owns an aggregate of 1,779,234 shares of Common Stock. Advisors, as the general partner of AIF, may be deemed to be the beneficial owner of such shares. This represents approximately 16.9% of the number of shares of Common Stock outstanding. 1,778,523 shares of Common Stock are currently held by Lion in a managed account on behalf of Artemis. In light of the retention by Lion of certain rights of disposition and financial interests in the Transferred Shares, the Transferred Shares have been included in this Report; however, the Reporting Persons disclaim beneficial ownership of the Transferred Shares. As a result of the Stockholders Agreement described in Item 4 above, the Reporting Persons and Artemis may be deemed to have formed a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, AIF and Apollo, on the one hand, and Lion, on the other hand, may be deemed to be a "group" within the meaning of Section 13(d) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Exchange Act, or for any other purpose, the beneficial owner of any securities other than the securities stated herein to be beneficially owned by such Reporting Person. Notwithstanding the inclusion of the Transferred Shares within this Report, the Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock beneficially owned by Artemis or any other party and further disclaim the existence of a group. In addition, AIF and Apollo, on the one hand, and Lion, on the other hand, expressly disclaim beneficial ownership of any shares of Common Stock beneficially owned by the other and further disclaim the existence of a group. (b) AIF has sole voting and sole dispositive power with respect to an aggregate of 1,779,234 shares of Common Stock. Lion and AIF may be deemed to have shared dispositive power with respect to 1,778,523 shares of Common Stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With - ------- ------------------------------------------------------------- Respect to the Securities of the Issuer. --------------------------------------- The information set forth in Item 4 above is hereby incorporated by reference. Item 7. Material to be Filed as Exhibits. - ------- -------------------------------- EXHIBIT 1. Investment Agreement dated as of April 7, 1999 between AIF and the Issuer.* Page 9 of 13 Pages EXHIBIT 2. Certificate of the Designations, Powers, Preferences and Rights of Series Z Convertible Preferred Stock relating to the Convertible Preferred Stock.** EXHIBIT 3. Letter Agreement dated July 13, 1999 between AIF and Artemis. EXHIBIT 4. Stockholders Agreement dated as of July 13, 1999 among the Issuer, AIF and Artemis. EXHIBIT 5. Registration Rights Agreement dated as of April 7, 1999 between the Issuer and AIF.*** _________________ * Incorporated by reference to Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the three months ended April 30, 1999. ** Incorporated by reference to Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q for the three months ended April 30, 1999. *** Incorporated by reference to Exhibit 10.4 to the Issuer's Quarterly Report on Form 10-Q for the three months ended April 30, 1999. Page 10 of 13 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 4, 1999 AIF, L.P. By: Apollo Advisors, L.P., Managing General Partner By: Apollo Capital Management, Inc., General Partner By: /s/ Michael D. Weiner ----------------------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Capital Management, Inc. APOLLO ADVISORS, L.P. By: Apollo Capital Management, Inc., General Partner By: /s/ Michael D. Weiner ----------------------------------------- Name: Michael D. Weiner Title: Vice President, Apollo Capital Management, Inc. LION ADVISORS, L.P. By: Lion Capital Management, Inc., General Partner By: /s/ Michael D. Weiner ----------------------------------------- Name: Michael D. Weiner Title: Vice President, Lion Capital Management, Inc. Page 11 of 13 Pages APPENDIX A TO ITEM 2 The following sets forth information with respect to the general partners, executive officers, directors and principal shareholders of the Reporting Persons. The directors and executive officers of each of Apollo Capital and Lion Capital are Leon D. Black and John J. Hannan. Mr. Black serves as President and Mr. Hannan serves as Vice President of Apollo Capital and Lion Capital. The principal occupation of each of Leon D. Black and John Hannan, each of whom is a United States citizen, is to act as an executive officer and director of Apollo Capital and Lion Capital as well as certain other affiliated entities engaged in the business of securities investments. Messrs. Black's and Hannan's business address is 1301 Avenue of the Americas, New York, New York 10019. Peter Henry Larder, Michael Francis Benedict Gillooly, Ian Thomas Patrick and Martin William Laidlaw, each of whom is a British citizen, each serves as a director of Administration. Each of the above four individuals is principally employed by CIBC Bank and Trust Company (Cayman) Limited ("CIBC") in the following positions: Mr. Larder, Managing Director; Mr. Gillooly, Deputy Managing Director; Mr. Patrick, Manager-Accounting Services; and Mr. Laidlaw, Senior Fund Accountant. CIBC is a Cayman Islands corporation which is principally engaged in the provision of trust, banking and corporate administration services, the principal address of which is Edward Street, Grand Cayman, Cayman Islands, British West Indies. It provides accounting, administrative and other services to Administration pursuant to a contract. Mr. Black, is the principal beneficial owner of the stock of each of Apollo Capital, Lion Capital and Administration. Page 12 of 13 Pages EXHIBIT INDEX EXHIBIT 1. Investment Agreement dated as of April 7, 1999 between AIF and the Issuer.* EXHIBIT 2. Certificate of the Designations, Powers, Preferences and Rights of Series Z Convertible Preferred Stock relating to the Convertible Preferred Stock.** EXHIBIT 3. Letter Agreement dated July 13, 1999 between AIF and Artemis. EXHIBIT 4. Stockholders Agreement dated as of July 13, 1999 among the Issuer, AIF and Artemis. EXHIBIT 5. Registration Rights Agreement dated as of April 7, 1999 between the Issuer and AIF.*** _________________ * Incorporated by reference to Exhibit 10.2 to the Issuer's Quarterly Report on Form 10-Q for the three months ended April 30, 1999. ** Incorporated by reference to Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q for the three months ended April 30, 1999. *** Incorporated by reference to Exhibit 10.4 to the Issuer's Quarterly Report on Form 10-Q for the three months ended April 30, 1999. Page 13 of 13 Pages EX-3 2 LETTER AGREEMENT DATED 7/13/99 BETWEEN AIF & ARTEM Exhibit 3 Apollo Investment Fund, L.P. 2 Manhattanville Road Purchase, NY 10577 July 13, 1999 CONFIDENTIAL - ------------ Artemis America Partnership c/o RL&F Service Corporation Rodney Square P.O. Box 551 Wilmington, DE 19899 Dear Sirs: We refer to our letter agreement with you dated April 5, 1999 relating to Samsonite Corporation (the "April Letter Agreement"). (Capitalized terms not defined in this letter have the meanings given to them in the April Letter Agreement.) Background - ---------- We made the Bridge Investment contemplated by the April Letter Agreement at a cash purchase price of $25,410,000. We also entered into the Backstop Arrangement, which was originally subject to a maximum purchase commitment by us in the Rights Offering of $12,090,000. Pursuant to the Stockholders Agreement among us, you and Samsonite that is being entered into simultaneously with this letter agreement, we have agreed with Samsonite to increase the maximum amount covered by the Backstop Arrangement to $24,590,900. Our Agreements with You - ----------------------- This will confirm that we have agreed as follows: 1. You agree to purchase from us 50% of the shares comprising the Bridge Investment at a purchase price of $12,705,000. You will effect cash settlement against delivery of the shares as of July 27, 1999 or such other date as we may mutually agree. The Bridge Investment shares that you purchase will be subject to the same restrictions and will be entitled to the same rights as those retained by us. Any future adjustment to the purchase price of the Bridge Investment shares in connection with the completion of the Rights offering will apply equally to the shares purchased by you and those retained by us. 2. You agree to purchase 50% of any shares required to be purchased by us pursuant to the Backstop Arrangement, at the same price and on the same terms as those governing our purchase of such shares. 3. You understand that the shares to be purchased by you pursuant to this letter agreement are subject to legal restrictions on transferability under United States federal securities laws and are also subject to contractual restrictions relating to voting and transfer. 4. For the avoidance of doubt, you acknowledge that the purchase commitments reflected above supersede the 50% purchase options granted to you in the April Letter Agreement. 5. Notwithstanding anything to the contrary in the Stockholders Agreement referred to above (or any actions taken in accordance with that agreement) or the Investment Management Agreement dated as of June 29, 1990 originally between Lion Advisors, L.P., as manager ("Lion"), and Altus Finance to which you subsequently became a party and as most recently amended as of April 30, 1999 (the "Management Agreement"), 1,778,523 shares of Common Stock of Samsonite currently held for your account pursuant to the Management Agreement shall remain subject to the incentive fee provisions contained in the Management Agreement (which shall remain in effect with respect to such shares except for the transfer of voting rights pursuant to the Stockholders Agreement). Kindly confirm that this letter accurately sets forth our understanding regarding your agreement to purchase Samsonite shares from us by signing and returning a copy of this letter to us at you earliest convenience. Very truly yours, Apollo Investment Fund, L.P. By: Apollo Advisors, L.P. Managing Partner By: /s/ Michael D. Weiner ---------------------------------- Name: Michael D. Weiner Title: Vice President Confirmed Artemis America Partnership By: ----------------------------- cc: Bernard Attal EX-4 3 STOCKHOLDERS AGREEMENT DATED 7/13/99 AMONG ISSUER Exhibit 4 STOCKHOLDERS AGREEMENT ---------------------- STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of July 13, 1999, by and among, Samsonite Corporation, a Delaware corporation (the "Company"), Apollo Investment Fund, L.P., a Delaware limited partnership ("Apollo"), and Artemis America Partnership, a Delaware general partnership ("Artemis"). WHEREAS, as of the date hereof, Apollo is the beneficial owner of approximately 34% of the Company's outstanding common stock, par value $0.01 per share (the "Common Stock"); WHEREAS, pursuant to an investment agreement, dated as of April 7, 1999 (the "Investment Agreement"), between the Company and Apollo, Apollo made a $25,410,000 bridge investment in the Company (the "Bridge Investment") and agreed to back-stop the Company's proposed rights offering (the "Back-stop Agreement") by making an additional $12,090,000 investment in connection therewith; WHEREAS, Lion Advisors, L.P. ("Lion") will transfer to Artemis voting rights respecting 1,778,523 shares of Common Stock currently held by Lion pursuant to the terms of the investment management agreement (the "Managed Account") between Artemis and Lion, such that each of Apollo and Artemis will be the beneficial owner of approximately 17% of the Common Stock outstanding prior to the closing of the Bridge Investment; WHEREAS, pursuant to an agreement, dated as of April 5, 1999, between Artemis and Apollo, Artemis has the right (but not the obligation) to purchase either from Apollo or, acting as Apollo's designee, from the Company, up to one- half of the shares which Apollo has purchased pursuant to the Bridge Invest ment and is obligated to purchase pursuant to the terms of the Back-stop Agreement; WHEREAS, on July 13, 1999 Artemis agreed to purchase from Apollo one- half of the shares that Apollo purchased pursuant to the Bridge Invest ment and is obligated to purchase pursuant to the Back-stop Agreement; WHEREAS, the Company and BankBoston, N.A., a national banking association (the "Rights Agent"), are parties to a Rights Agreement, dated as of May 1998, as amended on April 7, 1999, and further amended on July 13, 1999, in order to, among other things, permit the execution and delivery of this Agreement (the "Rights Agreement"); WHEREAS, the Company, Apollo and Artemis desire to enter into this Agreement for the purpose of governing certain aspects of the relationship among the parties hereto; and WHEREAS, it is in the best interests of the Company, Apollo and Artemis that such aspects of their relationship be so governed; NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and intending to be legally bound the parties hereto hereby agree as follows: Section 1. Definitions. As used in this Agreement, the ----------- following terms shall have the meanings ascribed to them below: (a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended and in effect on the date of this Agreement (the "Exchange Act"). Notwithstanding anything to the contrary herein or therein, (x) neither Apollo (and its Affiliates and Associates) on the one hand, nor Artemis (and its Affiliates and Associates) on the other hand, are, or shall be deemed to be, an Affiliate or Associate of the other and (y) none of the persons identified as the initial Independent Directors in Section 2(a) hereof shall be deemed to be an Affiliate or Associate of Apollo or Artemis. (b) The term "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act, and the terms "beneficially owned" or "beneficial ownership" shall have a correlative meaning. (c) The term "Board" shall mean the Board of Directors of the Company. (d) The term "Person" shall mean any individual, firm, corporation, partnership, limited liability company, trust or other entity. (e) The term "Public Offering" shall mean an 2 underwritten public offering of equity securities of the Company pursuant to an effective registration statement under the Securities Act. (f) The term "Rule 144" shall mean Rule 144 of the rules and regulations promulgated pursuant to the Securities Act. (g) The term "Securities Act" shall mean the Securities Act of 1933. (h) The term "Stockholder" shall mean Apollo and Artemis; provided that solely for purposes of Section 4(a) "Stockholder" shall -------- include any transferee of Apollo or Artemis in a transaction to which Section 3(i) applies, after giving effect to the proviso contained therein. (i) The term "Voting Stock" shall mean shares of Common Stock and any other class of securities of the Company having the power to elect directors and any other general voting power (and shall include any shares of Voting Stock issuable upon exchange or conversion of securities exchangeable for or convertible into shares of Voting Stock). (j) The term "Third Party" shall mean any person (other than the Company) that is a prospective purchaser of Voting Stock in an arms' length transaction from a Stockholder. Section 2. Board of Directors. ------------------ (a) Each Stockholder agrees to vote, and to cause its Affiliates and Associates to vote, all shares of Voting Stock beneficially owned or held of record by such Stockholder and its Affiliates and Associates, at any regular or special meeting of the stockholders of the Company called for the purpose of filling positions on the Board, or in any written consent executed in lieu of such a meeting, and shall take all actions within its control that are necessary to ensure the election to the Board of: (i) the Chief Executive Officer of the Company, (ii) three (3) designees of Apollo (each of whom shall be a person regularly employed by Apollo or its Affiliates), (iii) one (1) designee of Artemis and, if requested at any time by Artemis, a second designee of Artemis (each of whom (except in the case of Bernard Attal) shall be a person regularly employed by Artemis or its Affiliates), and (iv) four (4) individuals not being designees, Affiliates or Associates of Apollo or Artemis (the "Independent Directors"); provided that, if at any time, the number of shares of Voting Stock -------- 3 beneficially owned or held of record by Apollo and its Affiliates and Associates shall be less than 50% of the number of shares of Voting Stock beneficially owned or held of record by Artemis and its Affiliates and Associates, then at all times thereafter, clause (ii) of this sentence shall be deemed to refer to Artemis in lieu of Apollo and clause (iii) shall be deemed to refer to Apollo in lieu of Artemis, such that Artemis shall be entitled to three (3) designees for the Board and Apollo shall be entitled to two (2) designees. For purposes of the foregoing sentence, (x) Leon D. Black, Robert H. Falk and Marc J. Rowan shall be deemed to have been designated by Apollo, (y) Bernard Attal shall be deemed to have been designated by Artemis and (z) Richard R. Nicolosi, Robert L. Rosen, Mark H. Rachesky and Stephen J. Solarz shall be the initial Independent Directors. (b) Each Stockholder agrees that in the event of any vacancy on the Board, whether caused by the death, disability, retirement, resignation, removal, termination of term of office or otherwise, with respect to any director, such Stock holder will use its reasonable best efforts to call, or to cause the appropriate officers of the Company to call, a special or general meeting of stockholders and to vote, and to cause its Affiliates and Associates to vote, all shares of Voting Stock beneficially owned or held of record by such Stockholder and its Affiliates and Associates for, or to take and to cause its Affiliates and Associates to take all actions by written consent in respect of all such shares of Voting Stock in lieu of any such meeting, and shall take all actions within its control that are necessary to cause, the election to the Board of (i) in the case of the departure from office for any reason of any director designated by a Stockholder, another individual to fill such vacancy, designated in accordance with the provisions of Section 2(a) and this Section 2(b) by the Stock holder who designated the individual whose departure from the Board caused such vacancy (or by the Persons who have succeeded to such Person's right to designate one or more directors), and (ii) in the event of any vacancy on the Board, whether caused by the death, disability, retirement, resignation, removal, termination of term of office or otherwise, with respect to any Independent Director, each Stockholder hereby agrees to vote, and to cause its Affiliates and Associates to vote, all shares of Voting Stock beneficially owned or held of record by such Stockholder and its Affiliates and Associates for, or to take and to cause its Affiliates and Associates to take all actions by written consent in respect of all such shares of Voting Stock in lieu of any such meeting necessary, and shall take all actions within its control that are necessary to cause, the election to the Board of the individual selected by a majority of the remaining Independent Directors to fill such vacancy; provided -------- that the foregoing shall not apply in the event that the Board takes such action to so constitute the Board without stockholder approval. Each Stockholder shall use its 4 reasonable best efforts to cause the Company to prepare as soon as practicable after learning that a vacancy on the Board will occur (other than upon expiration of term) or has occurred, and file as soon as practicable after a nominee for such vacancy is designated pursuant to this Agreement, any proxy or information statement required pursuant to the Exchange Act or any applicable federal or state securities or corpora tion law to be filed and send to stockholders of the Company prior to the election or assumption of office of such nominees. (c) Each Stockholder may at any time request that a person nominated by it in accordance with this Section 2 be removed as a member of the Board, with or without cause, and upon the written request of such Stockholder to the other Stockholder, each other Stockholder agrees to vote, and to cause its respective Affiliates and Associates to vote, all of its Voting Stock to effect such removal. (d) Each of the Stockholders shall use its reasonable best efforts to, and to cause its Affiliates and Associates to, maintain the composition of the Executive Committee of the Board (the "Executive Committee") as it exists as of the date hereof. Notwithstanding the foregoing, if requested by Artemis at any time, Apollo shall use its reasonable best efforts to, and cause its Affiliates and Associates to, effect the appointment of a fourth member of the Executive Committee, who shall be a designee of Artemis. (e) The foregoing provisions of this Section 2 shall not impose any obligations on the Company. Section 3. Tag-Along Rights. ---------------- (a) Each Stockholder hereby agrees that such Stockholder shall not, in any one transaction or any series of similar transactions, directly or indirectly, sell or otherwise dispose of any shares of Voting Stock to any Third Party unless the terms and conditions of such sale or other disposition to such Third Party shall include an offer by such Third Party to the other Stockholder (the "Included Offeree") to include, at the option of the Included Offeree, in the sale or other disposition to the Third Party such number of shares of Voting Stock beneficially owned by such Included Offeree as determined in accordance with this Section 3. If a Stockholder receives a bona fide offer to purchase or otherwise acquire (an "Included Offer") any shares of Voting Stock held by it which it desires to accept (the "Included Shares") from a Third Party, such Stockholder shall then cause the Included Offer to be reduced to writing and shall provide written notice (the "Included 5 Notice") of such Included Offer to the Included Offeree in the manner set forth in this Section 3. The Included Notice shall contain an offer by such Third Party to purchase or otherwise acquire, in addition to the Included Shares being acquired from such Stockholder, shares of Voting Stock from the Included Offeree at the same price and on the same terms as contained in the Included Offer and shall be accompanied by a true and correct copy of the Included Offer (which shall identify the Third Party, the number of shares which the Third Party is seeking to purchase or otherwise acquire, the price contained in the Included Offer and all the other terms and conditions of the Included Offer). The Included Offeree shall, within sixty (60) days after the date the Included Notice is given to such Included Offeree (the "Included Notice Period"), deliver a written notice to the Stockholder that was the initial recipient of the Included Offer (the "Tag-Along Notice"), which notice shall specify the number of shares of Voting Stock held by such Included Offeree which it wishes to sell pursuant to the Included Offer (the "Tag-Along Shares") and the total number of shares of Voting Stock then beneficially owned by such Included Offeree. In the event such Third Party shall modify the Included Offer in any way, the Third Party shall send an amended Included Notice to the Included Offeree. The Included Offeree shall, if it so desires to sell, transfer or otherwise dispose of Tag-Along Shares pursuant to the Included Notice, as so amended, prior to the later of five (5) days after the date such amended Included Notice is received by the Included Offeree or the end of the original Included Notice Period, deliver an amended Tag-Along Notice specifying the amended number of Tag-Along Shares. (b) The Included Offeree shall have the right to sell pursuant to the Included Offer a number of Tag-Along Shares equal to the product of (x) the total number of shares of Voting Stock then beneficially owned by such Included Offeree multiplied by (y) a fraction, the numerator of which shall be the total number of shares proposed to be purchased by the Third Party and the denominator of which shall be the sum of all shares of Voting Stock beneficially owned by the Stockhold ers. For purposes of this Section 3, the Stockholder and the Included Offeree shall be hereinafter referred to as "Sellers." If any Seller has not indicated a desire to sell all of the Included Shares or Tag-Along Shares, as the case may be, permitted to be sold by it pursuant to this Section 3, then the Seller who has indicated a desire to sell more than the Included Shares or Tag-Along Shares, as the case may be, permitted to be sold by such Seller pursuant to the first sentence of this paragraph shall have allocated to such Seller the right to sell an additional number of Included Shares or Tag- Along Shares, as the case may be, owned by such Seller until the entire number of shares available to be sold to the Third Party shall have been allocated among the Sellers. 6 (c) Each Seller shall arrange for the transfer of certificates repre- senting the Included Shares or Tag-Along Shares, as the case may be, to the Third Party upon delivery of the purchase price for such Included Shares or Tag- Along Shares, as the case may be. (d) If at the termination of the Notice Period the Included Offeree shall not have accepted the offer contained in the Included Notice, such Included Offeree shall be deemed to have waived any and all of its rights under this Section 3 with respect to the sale or other disposition of its Tag-Along Shares to such Third Party; provided that such sale or disposition is completed -------- on the terms set forth in the Included Notice within thirty (30) days after the termination of the Notice Period. (e) Notwithstanding anything contained in this Section 3, there shall be no liability on the part of any Seller to any other Seller in the event that the sale of shares pursuant to this Section 3 is not consummated for whatever reason, unless such sale is not consummated due to the willful misconduct of such party. Whether a sale of shares is effected pursuant to this Section 3 by a Seller is in the sole and absolute discretion of such Seller. (f) In the event that the Third Party does not purchase the Included Shares and Tag-Along Shares, if any, from the Sellers required to be purchased by the Third Party in accordance with this Section 3, or the relevant Seller fails to comply with its obligations under this Section 3, then any transfer by the relevant Seller to such Third Party shall be null and void and of no effect whatsoever. (g) The provisions of Section 3 shall not be applicable to any transfer of Included Shares made pursuant to (i) a Public Offering, (ii) Rule 144, in a transaction that satisfies the volume limitations thereof, whether or not such limita tions are then applicable or (iii) sales or other dispositions to Affiliates or Associates of any Stockholder; provided that such Affiliate and -------- Associate transferees agree to be bound by this Agreement. (h) For purposes of this Section 3 only, Artemis shall be deemed to beneficially own any shares of Common Stock held by Lion in the Managed Account and neither Apollo nor any of its Affiliates and Associates shall be deemed to beneficially own any such shares of Common Stock. (i) Notwithstanding anything to the contrary contained herein, no 7 transfer of shares of Voting Stock by a Stockholder (or any of its Affiliates or Associates) shall be effective unless the transferee agrees in writing to be bound by the terms and provisions of Sections 2, 3 and, insofar as the vote relates to the election of directors, 4 hereof; provided that this subsection -------- 3(i) shall not apply to (x) any transfer pursuant to clause (i) or (ii) of subsection 3(g) above and (y) any transfer if, after giving effect to such transfer, the Included Offeree beneficially owns (collectively with its Affiliates and Associates) less than 25% of the shares set forth on Schedule I hereto. Section 4. Pro Rata Voting. --------------- (a) Each Stockholder hereby agrees to vote, and shall cause its Affiliates and Associates to vote, any and all shares of Voting Stock which it or they have the power or right to vote pro rata with all other shares of Voting Stock outstanding so that the number of shares of Voting Stock that each Stockholder (together with its Affiliates and Associates) is entitled to vote in its sole discretion and not pro rata does not exceed its Applicable Percentage; provided that the foregoing shall not result in an increase in the number of - -------- shares of Voting Stock that a Stockholder shall be entitled to vote in its sole discretion and not pro rata but for the provisions of this Section 4(a). The term "Applicable Percentage" with respect to each Stockholder means the product of 34% and a fraction, the numerator of which is the number of shares of Voting Stock which such Stockholder and its Affiliates and Associates have the right to vote at such time, and the denominator of which shall be the number of shares of Voting Stock which all Stockholders in the aggregate, and their Affiliates and Associates, have the right to vote. All references to Voting Stock held by a Stockholder who is a transferee of Apollo or Artemis pursuant to Section 3(i) shall mean and include only such shares that such transferee acquired from Apollo or Artemis, as the case may be, in a transaction to which Section 3(i) (after giving effect to the proviso therein) applies. (b) From and after the date hereof, the obligations of Apollo under Section 10.2(a) of the Investment Agreement shall terminate and be of no further force or effect. Section 5. Rights Agreement Amendments. --------------------------- (a) The Company hereby represents and warrants that the second 8 amendment to the Rights Agreement (the "Second Amendment") attached hereto as Exhibit A has been duly executed and delivered by the Company and is in full force and effect. (b) The Company hereby further agrees that, following the execu- tion of the Second Amendment, it will not undertake to further amend the Rights Agreement without the prior written consent of each of Apollo and Artemis, which consent shall not be unreasonably withheld; provided that the foregoing shall be -------- subject to the fiduciary duties of the Board. Section 6. Investment Agreement Amendment. The Company ------------------------------ and Apollo hereby agree that Section 2(b)(ii) of the Investment Agreement is hereby amended by deleting "$12,090,000" appearing therein and inserting in lieu thereof "$24,590,000". The Company hereby confirms that the registration rights set forth in the Registration Rights Agreement, dated as of April 7, 1999, between the Company and Apollo shall apply to any additional shares of Common Stock acquired by reason of the amendment effected by the foregoing sentence. The Company and Apollo further agree that the Investment Agreement is hereby amended by adding the following: "Section 6A. Termination. The Company will ----------- have the right to cancel, and to cause not to occur, the Back-stop Closing if the Rights Offering is terminated by the Company by reason of the conditions thereto, which are set forth in the Company's registration statement as filed with the Securities and Exchange Commis sion on May 19, 1999, not having been satisfied.". Artemis agrees to be bound by Section 2(b) of the Investment Agreement to the same extent as Apollo is so bound. Section 7. Effectiveness of Agreement; Termination. This --------------------------------------- Agreement shall not become effective and shall not be binding upon any party hereto unless and until the Second Amendment becomes effective. If a Stockholder ceases to beneficially own (collectively with its Affiliates and Associates) at least 25% of the shares set forth on Schedule I hereto (a "Sub- 25% Holder"), the provisions of Section 2 requiring the other Stockholder to take certain actions to cause the designees of the Sub-25% Holder to be elected to the Board shall no longer be effective; however, the provisions of Section 2 requiring the Sub-25% Holder to take certain actions to cause designees of the other Stockholder to be elected to the Board shall remain in effect. Except for Section 6 hereof, this Agreement shall terminate, and the rights and obligations of the parties hereto shall have no force and effect, upon the earlier to occur of the following: (i) both Stockholders become Sub-25% Holders, (ii) the expiration of three (3) years from the date of execution of this Agreement or (iii) the parties hereto mutually agree on such later date for the 9 termination of this Agreement; provided, however, that the consent or agreement -------- ------- of the Company shall not be required with regard to any termination of the terms or provisions of Sections 2 or 3 hereof. Section 8. Amendments. The provisions of this Agreement, ---------- including the provisions of this sentence, may not be amended, modified or supple mented, and waivers or consents to departures from the provisions hereof may not be given without the prior written consent of the Company and each of the Stockhold ers; provided, however, that the consent or agreement of the -------- ------- Company shall not be required with regard to any termination, amendment, modification or supplement of, or waivers or consents to departures from, the terms or provisions of Sections 2 or 3 hereof. Section 9. No Inconsistent Agreement. Neither Stockholder ------------------------------------ will, on or after the date of this Agreement, enter into any agreement with respect to the Voting Stock which is inconsistent with the rights granted to the Stockholders in this Agreement or otherwise conflicts with the provisions hereof. Section 10. Notices. All notices and other communications under ------- this Agreement shall be in writing and, unless otherwise provided herein, shall be deemed duly given if delivered personally, by facsimile transmission (receipt of which is confirmed) or sent by registered or certified mail (first-class mail, postage pre-paid, return receipt requested) or by overnight courier or similar courier service, addressed, (a) if to Apollo, at the following address: Apollo Investment Fund, L.P., c/o Apollo Advisors, L.P., 2 Manhattan Road, Purchase, New York 10577 (or if by facsimile transmission to (212) 261-4070) attention: Michael Weiner, or at such other address as Apollo shall have furnished to the Company and to Artemis in writing, (b) if to Artemis, at the following address: Artemis America Partnership c/o RL&F Service Corp., Rodney Square, P.O. Box 551, Wilmington, Delaware 19899 (or if by facsimile transmission to 011-331-44112034) with a copy to Heights Advisors, 545 Fifth Avenue, Suite 940, New York, New York 10017 to the attention of Bernard Attal, or at such other address as Artemis shall have furnished to the Company and to Apollo in writing, or (c) if to the Company, at the following address: Samsonite Corporation, 11200 East 45/th/ Avenue, Denver, Colorado 80239 (or if by facsimile to (303) 373-6406), to the attention of its General Counsel, or at such other address (and/or facsimile number), or to the attention of such other officer, as the Company shall have furnished to Apollo and to Artemis in writing, in each case with a copy to the attention of Lou R. Kling at the following address: 10 Skadden, Arps, Slate, Meagher & Flom LLP, 919 Third Avenue, New York, New York 10022 (or if by facsimile to (212) 735-2000). Section 11. Successors and Assigns. This Agreement shall inure ---------------------- to the benefit of and be binding upon the successors of each of the parties hereto. Section 12. Counterparts. This Agreement may be executed in any ------------ number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Section 13. Headings. The headings in this Agreement are for -------- convenience of reference only and shall not limit or otherwise affect the meaning hereof. Section 14. Governing Law. This Agreement shall be governed by ------------- and construed in accordance with the laws of the State of New York without giving effect to the choice of law principles thereof. Section 15. Severability. In the event that any one or more of the ------------ provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. Section 16. Entire Agreement. This Agreement is intended by the ---------------- parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. Section 17. Specific Performance. Each party hereto, in addition -------------------- to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. Each party hereto hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 11 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: /s/ Steve Armstrong ------------------------------------------------- Name: Steve Armstrong Title: General Counsel APOLLO INVESTMENT FUND, L.P. By: Apollo Advisors, L.P., Its General Partner By: Apollo Capital Management, Inc., Its General partner By: /s/ Robert H. Falk ----------------------------------------------- Name: Robert H. Falk Title: Vice President ARTEMIS AMERICA PARTNERSHIP By: Its General Partner By: /s/ Artemis America Partnership ----------------------------------------------- Name: Title: Authorized Signatory Schedule I ---------- Apollo..... 1,779,234 shares of Common Stock plus 50% of any shares purchased pursuant to the Bridge Investment plus 50% of any shares purchased pursuant to the Back-stop Agreement (as amended by Section 6 hereof) (including any shares of Common Stock issued in exchange for or in respect of the foregoing). Artemis.... 1,778,523 shares of Common Stock plus any shares purchased pursuant to the April 5, 1999 and July 13, 1999 letter agreements between Apollo and Artemis (including any shares of Common Stock issued in exchange for or in respect of the foregoing). 13 -----END PRIVACY-ENHANCED MESSAGE-----