0001104659-04-011407.txt : 20040427 0001104659-04-011407.hdr.sgml : 20040427 20040427160025 ACCESSION NUMBER: 0001104659-04-011407 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040427 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAIN CAPITAL EUROPE LLC CENTRAL INDEX KEY: 0001231570 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL LTD STREET 2: DEVONSHIRE HOUSE MAYFAIR PLACE CITY: LONDON ENGLAND STATE: A1 ZIP: W1JSAJ BUSINESS PHONE: 442075145252 MAIL ADDRESS: STREET 1: DEVOSHIRE HOUSE MAYFAIR PLACE CITY: LONDON ENGLAND STATE: A1 ZIP: 1JI3AI 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: 005-47327 FILM NUMBER: 04757092 BUSINESS ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033732000 MAIL ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: ASTRUM INTERNATIONAL CORP DATE OF NAME CHANGE: 19931105 SC 13D/A 1 a04-4919_1sc13da.htm SC 13D/A

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*

SAMSONITE CORPORATION

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

79604V105

(CUSIP Number)

James L. Learner, Esq.

Kirkland & Ellis International LLP

Tower 42

25 Old Broad Street

London EC2N 1HQ

United Kingdom

Telephone Number: +44 (0)20 7816 8700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 19, 2004

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* 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).

CUSIP No. 79604V105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bain Capital (Europe) LLC I.R.S. Identification No.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			ý

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Delaware, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 115,174,749 (subject to conversion of Preferred Stock)

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 115,174,749 (subject to conversion of Preferred Stock)

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 115,174,749 (subject to conversion of Preferred Stock)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 34.3% (subject to conversion of Preferred Stock)

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
This Amendment No. 4 (this “Amendment”) to Schedule 13D relates to the Common Stock, par value $0.01 per share (“Common Stock”) and the convertible Preferred Stock, par value of $0.01 per share (“Preferred Stock”), of Samsonite Corporation, a corporation incorporated under the laws of the State of Delaware (the “Issuer”). The Preferred Stock is convertible on demand into shares of Common Stock and holders of Preferred Stock may vote their Preferred Stock on an as-converted basis. This Amendment No. 4 supplements and amends the initial statement on Schedule 13D dated May 9, 2003 (the “Initial Statement”), Amendment No. 1 to the Initial Statement dated August 6, 2003 ("Amendment No. 1"), Amendment No. 2 to the Initial Statement dated August 28, 2003 ("Amendment No. 2"), and Amendment No. 3 to the Initial Statement dated September 30, 2003 ("Amendment No. 3") filed by the Reporting Person. The principal executive offices of the Issuer are located at 11200 East 45th Avenue, Denver, CO 80239.

Item 2.	Identity and Background
This Amendment is filed by Bain Capital (Europe) LLC, a limited liability company organized under the laws of the State of Delaware (the “Reporting Person”). The Reporting Person was formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Reporting Person is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) (the “Act”), as amended from time to time, and engaging in any and all activities necessary or incidental to the foregoing. The current principal business address of the Reporting Person is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, MA 02199.
Bain Capital Investors, LLC, a limited liability company organized under the laws of the State of Delaware, is the sole “manager” (as that term is used in the Act) of the Reporting Person, with the title of “Manager.” Bain Capital Investors, LLC was formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Reporting Person is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act, as amended from time to time, and engaging in any and all activities necessary or incidental to the foregoing. The current principal business address of Bain Capital Investors, LLC is at c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, MA 02199.
During the last five years, neither the Reporting Person, Bain Capital Investors, LLC nor, to the knowledge of the Reporting Person, any of the persons listed on Schedules A and B to this Statement (i) has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor (ii) 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 is hereby amended to add the following:

Item 3.	Source and Amount of Funds or Other Consideration
The Reporting Person, pursuant to a Purchase Agreement (the "4/19/04 Purchase Agreement") dated April 19, 2004 by and among the Reporting Person, on the one hand, and TCW/Crescent Mezzanine Investment Partners, L.P., TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust, TCW Leveraged Income Trust, L.P., and TCW Leveraged Income Trust II, L.P., on the other hand (collectively, "TCW"), purchased 1,174 shares of Preferred Stock and 4,110,045 shares of Common Stock from TCW for an aggregate consideration equal to $2,681,480.51, which was obtained by the Reporting Person through equity capital contributions made to the Reporting Person by certain of its members.
Item 4 is hereby amended to add the following:

Item 4.	Purpose of Transaction
(a) Pursuant to the 4/19/04 Purchase Agreement, the Reporting Person purchased, for investment purposes, 1,174 shares of Preferred Stock and 4,110,045 shares of Common Stock from TCW for an aggregate consideration equal to $2,681,480.51.
(b), (c), (d), (e), (f), and (g) Not applicable.
Item 5 is hereby restated in its entirety as follows:

Item 5.	Interest in Securities of the Issuer
(a) - (b)	The Reporting Person beneficially owns and has sole power to vote and sole power of disposition over 115,174,749 shares of Common Stock of the Issuer, or approximately 34.3% of the Issuer’s outstanding Common Stock through its ownership of (i) 4,110,045 shares of Common Stock and (ii) 44,059 shares of convertible Preferred Stock and interest accrued thereon (as at April 19, 2004), such Preferred Stock convertible into Common Stock within 60 days of April 19, 2004.
(c)	Except as set forth in Item 4 above, since the most recent filing of Schedule 13D by the Reporting Person there have been no reportable transactions by the Reporting Person with respect to the Common Stock of the Issuer.
(d) - (e)	Not applicable.
Item 6 is hereby amended to add the following:

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On April 19, 2004, the Reporting Person, along with ACOF Management, L.P. ("ACOF") and Ontario Teachers' Pension Plan Board ("Ontario," and together with the Reporting Person and ACOF, the "Investor Group"), countersigned a side letter (the "4/19/04 Side Letter") sent by Stonebridge Development Limited ("Stonebridge") whereby the Investor Group agreed to (i) provide a covenant to vote their shares in the Issuer in favor of a proposal to amend the Issuer's FY 1999 Stock Option and Incentive Award Plan to permit the grant of the options to Stonebridge and (ii) to purchase Stonebridge's Preferred Stock in the event the amendment to Issuer's FY 1999 Stock Option and Incentive Award Plan is not approved for any reason.
Item 7 is hereby amended to add the following:

Item 7.	Material to Be Filed as Exhibits
Exhibit 5	Purchase Agreement, dated April 19, 2004, by and among Bain Capital (Europe) LLC, on the one hand, and TCW/Crescent Mezzanine Investment Partners, L.P., TCW/Crescent Mezzanine Partners, L.P., TCW/Crescent Mezzanine Trust, TCW Leveraged Income Trust, L.P., and TCW Leveraged Income Trust II, L.P., on the other hand
Exhibit 6	Side Letter, dated April 19, 2004, by and among Bain Capital (Europe) LLC, ACOF Management, L.P., Ontario Teachers' Pension Plan Board, and Stonebridge Development Limited

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.

Dated as of this 27th day of April, 2003


		BAIN CAPITAL (EUROPE) LLC


	By:	/s/ Melissa Wong
		Name: Melissa Wong
		Title: Vice President

SCHEDULE A

OFFICERS OF THE REPORTING PERSON

Name		Title

Robert C. Gay (1), (2)		President

Ferdinando Grimaldi (1), (3)		Vice President

Melissa Wong (1), (2)		Vice President

Michael Colato (1), (4)		Secretary

(1) The current principal business address of each officer of the Reporting Person is is c/o Bain Capital Investors, LLC, 111 Huntington Avenue, Boston, MA 02199.

(2) Robert C. Gay and Melissa Wong are citizens of the United States of America.

(3) Ferdinando Grimaldi is a citizen of Italy.

(4) Michael Colato is a citizen of the United Kingdom.

SCHEDULE B

OFFICERS OF BAIN CAPITAL INVESTORS, LLC.

Name

Andrew Balson		Managing Director

Steve Barnes		Managing Director

Joshua Bekenstein		Managing Director

James Boudreau		Tax Matters Officer

Edward W. Conard		Managing Director

John P. Connaughton		Managing Director

Paul B. Edgerley		Managing Director

Robert C. Gay		Managing Director

Michael F. Goss		Managing Director/Chief Financial Officer/ Secretary

Michael A. Krupka		Managing Director

Matt Levin		Managing Director

Ian Loring		Managing Director

James Nahirny		Managing Director

Mark E. Nunnelly		Managing Director

Stephen G. Pagliuca		Managing Director

Dwight M. Poler		Managing Director

Jeffrey Schwartz		Managing Director

(1) The current principal business address of each officer of Bain Capital Investors, LLC is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, MA, 02199.

(2) Each of the officers is a citizen of the United States of America.

EX-5 2 a04-4919_1ex5.htm EX-5

Exhibit 5

PURCHASE AGREEMENT

This purchase agreement (the “Agreement”) is entered into this 19^th day of April, 2004, by and between the TCW entities listed on Exhibit A hereto (collectively, “Sellers”) and Bain Capital (Europe) LLC (“Purchaser”), with reference to the following facts:

R E C I T A L S

WHEREAS, Sellers currently own shares of the common stock, $0.01 par value per share (the “Common Stock”), and the preferred stock, par value $.01 per share (the “Preferred Stock,” and together with the Common Stock, the “Stock”), of Samsonite Corporation (the “Company”);

WHEREAS, a principal of Bain Capital, Ltd., which is an affiliate of the Purchaser, is currently a member of the board of directors of the Company;

WHEREAS, Purchaser, together with its affiliates, holds a significant portion of the issued and outstanding Stock of the Company;

WHEREAS, Purchaser may have access to and/or be in possession of material, nonpublic, confidential information regarding the Company and its subsidiaries and/or its affiliates, including without limitation its financial condition, results of operations, businesses, properties, assets, liabilities, management, projections, appraisals, plans (including without limitation potential acquisitions and sales of assets and debt and equity financing activities) and prospects (collectively, the “Information”); and

WHEREAS, Sellers desire to sell and Purchaser desires to purchase 4,110,045 shares of the Common Stock and 1,174 shares of the Preferred Stock as well as all accrued and unpaid dividends related thereto (such shares and accrued and unpaid dividends being collectively referred to as the “Purchased Shares”) upon the terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Purchase and Sale of Purchased Shares.

1.1 Purchase and Sale. Sellers hereby sell, transfer and assign to Purchaser for closing on the Settlement Date (as defined below), and Purchaser hereby purchases from Sellers, all of Sellers’ right, title and interest in the Purchased Shares, free and clear of any lien, pledge, or encumbrance of any kind.

1.2 Purchase Price. The purchase price to be paid by Purchaser to Sellers for the Purchased Shares is $2,681,480.51 (the “Purchase Price”). The Purchase Price shall be paid on the Settlement Date by wire transfer to an account(s) to be designated by Sellers.

1.3 Settlement Date. The settlement date shall be April 19, 2004 (“the Settlement Date”) in accordance with this Agreement, and the settlement shall occur at such time and place as mutually agreed upon between Purchaser and Sellers.

1.4 Conditions to Settlement. The obligations of each party to this Agreement are subject to the representations and warranties of the other party contained herein being true and correct on and as of the Settlement Date with the same effect as though such representations and warranties had been made on and as of the Settlement Date.

2. Representations and Warranties of Sellers. Sellers hereby represent and warrant to Purchaser as follows:

2.1 Due Execution, Delivery and Performance by Sellers. Sellers have full right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligation of Sellers, enforceable in accordance with its terms and conditions. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and the execution, delivery and performance of this Agreement will not violate any judgment, order or decree to which Sellers are subject on the Settlement Date. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Sellers.

2.2 Title to Securities Sellers are the sole legal and beneficial owners of the Purchased Shares free and clear of any lien, pledge or encumbrance of any kind.

3. Other Acknowledgements and Agreements of Sellers. Sellers hereby acknowledge and agree that:

3.1 No Disclosure. This Agreement shall not be deemed to create any contractual duty to disclose any Information. Sellers acknowledge and agree that (i) Purchaser currently may have access to and/or be in the possession of, and later may come into possession of, Information that is not known to Sellers and that may be material to a decision to buy the Purchased Shares, (ii) Purchaser has no duty (fiduciary or otherwise) to disclose to Sellers any of the Information, (iii) Sellers have determined to sell the Purchased Shares on the terms and conditions set forth herein notwithstanding their lack of knowledge of the Information and notwithstanding that such Information, if known to Sellers, might affect the price at which Sellers would be willing to sell the Purchased Shares, (iv) Sellers have not requested and will not request from Purchaser any of the Information Purchaser may now have

or of which Purchaser may later come into possession, (v) Sellers have not relied in any way upon any act, statement or omission of Purchaser with respect to the Company, any of its subsidiaries, any of its affiliates or the Purchased Shares, (vi) Sellers are experienced, sophisticated and knowledgeable in trading in securities of private and public companies and understands the disadvantage to which they are subject on account of the disparity of information between Purchaser and Sellers and (vii) Sellers have conducted their own investigation, to the extent that they have determined necessary or desirable regarding the Company, and Sellers have determined to enter into and complete the sale of the Purchased Shares based on, among other things, such investigation.

3.2 Waiver and Release. Upon receipt of the Purchase Price, Sellers, on their own behalf and on behalf of their successors and/or assigns, hereby forever waives, releases, discharges and dismisses any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, and/or damages of any kind (including without limitation any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any other capacity, against Purchaser, the Company, its subsidiaries or any of their respective affiliates (including without limitation any and all of its and their respective past, present and/or future directors, officers, members, partners, employees, fiduciaries and agents, and each of their respective successors and assigns), in any way based upon, arising from, relating to or involving, directly or indirectly, the sale of the Purchased Shares and the non-disclosure of the Information (so long as such Information does not make false Purchaser’s representations or warranties contained in this Agreement) by Purchaser to Sellers in connection thereto. In connection with the foregoing release, Sellers specifically waive any and all protections afforded by California Civil Code Section 1542, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Sellers further hereby specifically waive any and all protections afforded by any state or federal statute or regulation that would, if enforced, have the effect of limiting the enforceability or effectiveness of the foregoing release or other foregoing provisions of this acknowledgment and agreement.

4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Sellers as follows:

4.1 Due Execution, Delivery and Performance by Purchaser. Purchaser has full right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable in accordance with its terms and conditions. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and the execution, delivery and performance of this

Agreement will not violate any contract, order or decree to which Purchaser is subject on the Settlement Date. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by the Purchaser.

4.2 Sophisticated Purchaser. Purchaser (i) is a sophisticated entity and is able to bear any financial risks associated with the purchase of the Purchased Shares, (ii) has adequate information to make an informed decision regarding the purchase of the Purchased Shares, (iii) has such knowledge and experience, and has made investments of a similar nature, so as to be aware of and understand the risks inherent in the purchase in the Purchased Shares, (iv) has independently, and without reliance upon Sellers, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares, and (v) is purchasing the Purchased Shares with investment intent and not with a view toward distribution.

4.3 Unregistered Securities Acknowledgment. Purchaser understands that the Purchased Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold in the United States except pursuant to an effective registration statement, or pursuant to a duly available exemption from such registration requirements.

4.4 Accredited Investor. Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Act. Purchaser is buying the Purchased Shares for Purchaser’s own account and for investment, not as nominee or agent, and not with the view to or for resale in connection with the distribution thereof.

5. Miscellaneous.

5.1 Further Assurances. Following the execution of this Agreement, each party hereto shall, from time to time, at the requesting party’s cost and expense, execute and deliver such additional instruments, documents, conveyances or assurances and take such other commercially reasonable actions as reasonably have been requested by the other party hereto to confirm and assure the rights and obligations provided for in this Agreement, and render effective the consummation of the transactions contemplated hereby.

5.2 Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of New York applicable to agreements made and to be fully performed therein, without respect to the conflict of laws provisions thereof.

5.3 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of, and be binding upon, the respective successors and permitted assigns of the parties hereto.

5.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.5 Delivery by Facsimile. This Agreement and any signed agreement or instrument entered into in connection thereto or contemplated thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense.

5.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing, interpreting, implementing or enforcing this Agreement.

5.7 Recitals. The recitals to this Agreement are a part of this Agreement and are to be considered in construing, interpreting, implementing and enforcing this Agreement.

5.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral discussions or agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

5.9 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law, regulation, rule or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect and any trier-of-fact shall interpret this Agreement in the valid, legal and enforceable manner that corresponds most closely to the original intentions of the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

TCW/CRESCENT MEZZANINE PARTNERS, L.P.

By:	TCW/Crescent Mezzanine, L.L.C.

	Its Investment Manager

By:	/s/ Tim Costello

Name:	Tim Costello

Title:	Managing Director

TCW/CRESCENT MEZZANINE TRUST

By:	TCW/Crescent Mezzanine, L.L.C.

	Its Investment Manager

By:	/s/ Tim Costello

Name:	Tim Costello

Title:	Managing Director

TCW/CRESCENT MEZZANINE INVESTMENT PARTNERS, L.P.

By:	TCW/Crescent Mezzanine, L.L.C.

	Its Investment Manager

By:	/s/ Tim Costello

Name:	Tim Costello

Title:	Managing Director

TCW LEVERAGED INCOME TRUST, L.P.

By:	TCW Advisers (Bermuda), Ltd.

	as its General Partner

By:	/s/ Randolph R. Birkman

Name:	Randolph R. Birkman

Title:	Managing Director

By:	TCW Investment Management Company

	as Investment Adviser

By:	/s/ Randolph R. Birkman

Name:	Randolph R. Birkman

Title:	Managing Director

TCW LEVERAGED INCOME TRUST II, L.P.

By:	TCW (LINC II), L.P.

	as its General Partner

By:	TCW Advisers (Bermuda), Ltd.

	its General Partner

By:	/s/ Randolph R. Birkman

Name:	Randolph R. Birkman

Title:	Managing Director

By:	TCW Investment Management Company

	as Investment Adviser

By:	/s/ Randolph R. Birkman

Name:	Randolph R. Birkman

Title:	Managing Director

Address for Sellers:

11100 Santa Monica Blvd, Suite 2000
Los Angeles, CA 90025
Facsimile:	(310) 235-5967
Attn:	Christopher Wright

BAIN CAPITAL (EUROPE) LLC
By: Bain Capital Investors, LLC
Its: Manager
By:	/s/ Dwight Poler
Name: Dwight Poler
Title: Managing Director

111 Huntington Avenue
Boston, MA 02199
Facsimile:		+44 (0)20 7514-5250
Attention:		Ferdinando Grimaldi
		Melissa Wong

EXHIBIT A

SELLERS:

TCW/Crescent Mezzanine Investment Partners, L.P.

TCW/Crescent Mezzanine Partners, L.P.

TCW/Crescent Mezzanine Trust

TCW Leveraged Income Trust, L.P.

TCW Leveraged Income Trust II, L.P.

EX-6 3 a04-4919_1ex6.htm EX-6

Exhibit 6

Stonebridge Development Limited

c/o Barings Trustees (Guernsey) Limited

PO Box 71, Trafalgar Court
Les Banques, St. Peter Port
Guernsey, Channel Islands GY1 3DA

ACOF Management, L.P.

April 19, 2004

c/o Ares Management, L.P.

1999 Avenue of the Stars

Suite 1900

Los Angeles, California USA 90067

Bain Capital (Europe) LLC

111 Huntington Avenue

Boston, Massachusetts USA 02199

Ontario Teachers’ Pension Plan Board

5650 Yonge Street

Toronto, Ontario, Canada M2M 4H5

Gentlemen:

With reference to the pending purchase by the undersigned from Luc Van Nevel and TCW of an aggregate 1,889 shares of preferred stock, par value $.01 per share (the “Preferred Stock”), of Samsonite Corporation (the “Company”) together with all accrued and unpaid dividends related thereto (such shares and accrued and unpaid dividends being collectively referred to as the “Purchased Shares”) for an aggregate purchase price of US$1,999,966.30 (the “Aggregate Purchase Price”), which separate purchases (the Purchases”) presently are scheduled to occur on April 19, 2004, and with reference to the Stock Option Agreement being executed simultaneously herewith by and among the Company, the undersigned, and Marcello Bottoli, for the grant by the Company of options to the undersigned for the purchase of 30,000,000 shares of Company common stock (the “Options”), this letter will reflect our mutual understanding and agreement as to the following issues:

1) Since the grant of the options under the Stock Option Agreement will not occur until approval by the shareholders of the Company of certain amendments to the Company’s FY 1999 Stock Option and Incentive Award Plan, expected to occur at the annual meeting of the Company shareholders on June 15, 2004, your countersignature below will evidence your respective covenants to vote your shares in the Company in favor of the proposal to amend the Plan as contemplated in, and as needed to permit the grant of the options under the Stock Option Agreement. Should said amendments not be approved for any reason, or should the options provided for thereunder not be granted, your countersignature below evidences your joint and several agreement to purchase forthwith the Purchased Shares from the undersigned, on the same terms and conditions and for the Aggregate Purchase Price.

2) The performance model attached hereto as Appendix A (the “Performance Model”) is the performance model referred to in Sections 8(a) and 9 of the Stock Option Agreement and Section 4(c) of an employment agreement entered into by the Company and Marcello Bottoli on March 3, 2004 (the “Employment Agreement”). The parties hereto acknowledge that the Performance Model is based on certain assumptions regarding the state of the Company as of January 9, 2004 (the “Assumptions”). Any determination of the Company’s performance required to be made under Sections 8(a) and 9 of the Stock Option Agreement and Section 4(c) of the Employment Agreement shall be agreed to in good faith by the compensation committee of the Company and Marcello Bottoli on a basis consistent with the Assumptions, as adjusted at the time of such determination for any changes (including to the Company’s accounting policies or practices, to currency exchange rates, or any material change of the Company’s businesses, assets, corporate structure, and relationships) since January 9, 2004.

* * * * *

If the foregoing correctly reflects our understanding, please countersign this letter in the space provided below.

STONEBRIDGE DEVELOPMENT LIMITED

By:	/s/ Stefania Tomasini
Name:	Stefania Tomasini
Title:	Director

Countersignatures:

ACOF MANAGEMENT, L.P.

By:	/s/ Eric Beckman
Name:	Eric Beckman
Title:	Managing Director

BAIN CAPITAL (EUROPE) LLC

By:	Bain Capital Investors, LLC
Its	Manager
	By:	/s/ Dwight Poler
	Name:	Dwight Poler
	Title:	Managing Director

ONTARIO TEACHERS’ PENSION PLAN BOARD

By:	/s/ Lee Sienna
Name:	Lee Sienna
Title:	Vice President

Under the Securities Exchange Act of 1934 (Amendment No. 4 )*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 4 )*