	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D (Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

SAMSONITE CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

79604v105

(CUSIP Number)

Kevin Frankel
ACOF Management, L.P.
1999 Avenue of the Stars, Suite 1900
Los Angeles, California 90067
(310) 201-4100

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

July 14, 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) ACOF Management, L.P.

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 123,855,711

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 123,855,711

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 123,855,711

	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) 36.5%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Corporate Opportunities Fund, L.P.

	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) WC

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 123,855,711

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 123,855,711

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 123,855,711

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

	13.	Percent of Class Represented by Amount in Row (11) 36.5%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ACOF Operating Manager, L.P.

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 123,855,711

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 123,855,711

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 123,855,711

	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) 36.5%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Leveraged Investment Fund, L.P.

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 82,183,070

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 82,183,070

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 82,183,070

	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) 34.2%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Management, L.P.

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 82,183,070

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 82,183,070

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 82,183,070

	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) 34.2%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Operating Member, LLC

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 82,183,070

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 82,183,070

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 82,183,070

	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) 34.2%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Leveraged Investment Fund II, L.P.

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 22,217,174

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 22,217,174

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,217,174

	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) 9.4%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares II Management, L.P.

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 22,217,174

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 22,217,174

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,217,174

	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) 9.4%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Operating Member II, LLC

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 22,217,174

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 22,217,174

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,217,174

	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) 9.4%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Parent Operating Member II, LLC

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 22,217,174

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 22,217,174

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 22,217,174

	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) 9.4%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Management, Inc.

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 228,255,955

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 228,255,955

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 228,255,955

	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) 62.3%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Management LLC

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 228,255,955

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 228,255,955

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 228,255,955

	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) 62.3%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares Partners Management Company, LLC

	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) OO

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

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 228,255,955

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 228,255,955

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 228,255,955

	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) 62.3%

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
This Amendment No. 5 (this “Amendment”) amends and supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the “Schedule 13D”) of ACOF Management, L.P., a Delaware limited partnership, filed with the Securities and Exchange Commission on May 1, 2003 and amended by Amendment No. 1 filed on August 5, 2003, Amendment No. 2 filed on August 29, 2003, Amendment No. 3 (“Amendment No. 3”) filed on April 22, 2004 and Amendment No. 4 (“Amendment No. 4”) filed on April 19, 2004. This Amendment relates to the Common Stock, par value $0.01 per share (“Common Stock”), and 2003 Convertible Preferred Stock, par value $0.01 per share (“Preferred 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

Item 3 is hereby amended to add the following:
Item 3.	Source and Amount of Funds or Other Consideration
On July 14, 2004 ACOF purchased 4,933,115 shares of Common Stock for aggregate consideration equal to $2,219,901.75 and 66 additional shares of Preferred Stock for aggregate consideration of $71,196.01. The working capital of ACOF was the source of the funds.

Item 4 is hereby restated in its entirety as follows:
Item 4.	Purpose of Transaction
(a), (b), (d) and (e) On July 31, 2003, (i) ACOF, Bain Capital (Europe) LLC (“Bain”) and Ontario Teachers’ Pension Plan Board (“OTPP” and, together with Bain and ACOF, the “Investor Group”) consummated the purchase of 106,000 shares of 2003 Convertible Preferred Stock with a per share liquidation preference of $1,000 and an aggregate liquidation preference of $106,000,000 (the “Preferred Stock Purchase”) and (ii) the Issuer exchanged (the “Exchange” and, together with the Preferred Stock Purchase, the “Recapitalization”) all of the issued and outstanding shares of 13-7/8% Senior Redeemable Exchangeable Preferred Stock (“Old Preferred Stock”) for a combination of 53,994 shares of 2003 Convertible Preferred Stock (with an aggregate liquidation preference of $53,994,000), 204,814,660 shares of Common Stock and warrants to purchase 15,515,892 shares of Common Stock at an exercise price of $0.75 per share.
In connection with the consummation of the Recapitalization, on July 31, 2003, the Investor Group, Ares Leveraged Investment Fund, L.P., a Delaware limited partnership ("Ares I") and the Issuer entered into a Stockholders Agreement (the “Stockholders Agreement”). The Stockholders Agreement is attached to Amendment 1, filed August 5, 2003, as Exhibit 1, and any description thereof is qualified in its entirety by reference thereto. Pursuant to the terms of the Stockholders Agreement, the Investor Group has the authority to appoint eight of the nine directors which constitute the board of directors of the Issuer (“Board of Directors”) and the remaining member of the Board of Directors will be the Chief Executive Officer of the Issuer.

Pursuant to the terms of the Stockholders Agreement, each member of the Investor Group has agreed to take all action lawfully within its power to subject to certain changes in its original ownership (as defined in the Stockholders Agreement), (i) each of ACOF and Bain is entitled to nominate two directors to the Board of Directors, (ii) OTPP is entitled to nominate one director to the Board of Directors, (iii) ACOF, together with OTPP, is entitled to nominate one independent director, (iv) Bain is entitled to nominate one independent director to the Board of Directors and (v) Bain is entitled to nominate one independent director to the Board of Directors so long as such director is acceptable to ACOF and OTFF.

Under the terms of the Stockholders Agreement, so long as the Investor Group collectively continues to hold 25% of the outstanding voting stock of the Issuer, all of the members of the Investor Group must approve the following primary actions (“Primary Actions”) by the Issuer: (i) the amendment to or waiver of any of the provisions of the organizational documents of the Issuer or any subsidiary of the Issuer; and (ii) the commencement of any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or reorganization of the Issuer or any subsidiary of the Issuer. Further, so long as the Investor Group collectively continues to hold 25% of the outstanding voting stock of the Issuer, the Issuer may not take certain significant actions (such actions, the “Significant Actions”) without the approval of two of the members of the Investor Group. Such Significant Actions include, but are not limited to, the following: (i) certain mergers or consolidations of the Issuer or its subsidiaries; (ii) certain corporate transactions valued in excess of $15 million; (iii) certain equity issuances; (iv) certain guarantees, assumptions or incurrences of indebtedness for borrowed money by the Issuer or any of its subsidiaries; (v) certain declarations or payments of dividends or other distributions; (vi) any capital expenditure or purchase, lease or other acquisition of assets by the Issuer or its subsidiaries that would cause the aggregate amount of all such capital expenditures purchases, leases and other acquisitions to exceed $15 million in any 12-month period; (vii) any change in the Issuer’s independent auditors; and (viii) material changes to the scope or nature of the Issuer’s and any of its subsidiaries’ business and operations. In addition, for so long as the Corporate Therapeutics remain in effect, the following actions, among others, will also constitute Significant Actions: (i) entering into certain corporate transactions valued in excess of $10 million; (ii) certain actions related to employment matters; (iii) the approval of the budget and business plan for any fiscal year of the Issuer; (iv) certain capital expenditures or purchases, leases or other acquisitions of assets by the Issuer or its subsidiaries that would cause the aggregate amount of all such capital expenditures purchases, leases and other acquisitions to exceed $5 million in any 12-month period; (v) any change to senior management of the Issuer or any material subsidiary of the Issuer; (vi) certain affiliate transactions; and (vii) increasing the number of directors above nine.

Pursuant to the Stockholders Agreement, at any time after the fifth anniversary of the closing of the Recapitalization, any two members of the Investor Group acting jointly, so long as such members continue to own 51% of their original ownership, have the right to cause the sale of the Issuer (whether by stock sale, asset sale or merger, each such action, a “Sale”), subject to

the Board of Directors’ ability to discharge properly its fiduciary duties. Further, at any time after the sixth anniversary of the closing of the Recapitalization, any single member of the Investor Group, so long as such member continues to own 51% of its original ownership, has the right to cause the Sale of the Issuer, subject to the Board of Directors’ ability to discharge properly its fiduciary duties.

Pursuant to the terms of the Stockholders Agreement, each member of the Investor Group has demand registration rights, “piggy-back” registration rights and shelf registration rights with respect to all of the shares of the Issuer’s Common Stock currently held by such member of the Investor Group.

Pursuant to the Stockholders Agreement, each member of the Investor Group and Ares I has a right of first offer to purchase shares of any other stockholder party to the Stockholders Agreement who wishes to sell any portion of the securities of the Issuer owned by such stockholder.

In addition, each member of the Investor Group and Ares I has tag-along rights for so long as such stockholder owns 33% of its original ownership, which rights allow such stockholder (the “Tagging Stockholder”) to force any other stockholder that is a party to the Stockholders Agreement and who proposes to sell shares of stock of the Issuer constituting 25% or more of its original ownership, to include shares held by the Tagging Stockholder in such proposed sale.

Also, pursuant to the terms of the Stockholders Agreement, at any time after the fifth anniversary of the closing of the Recapitalization, any two members of the Investor Group acting jointly, so long as such members continue to own 51% of their original ownership, have drag-along rights, which allow such members of the Investor Group to force the other stockholders that are parties to the Stockholders Agreement to sell their shares of stock if such members of the Investor Group are selling all of their stock. At any time after the sixth anniversary of the closing of the Recapitalization, any single member of the Investor Group, so long as such member continues to own 51% of its original ownership, has such drag-along rights.

On July 31, 2003, the members of the Investor Group entered into a Side Agreement (the “Side Agreement”). The Side Agreement is attached to Amendment 1, filed on July 31, 2003, as Exhibit 2, and any description thereof is qualified in its entirety by reference thereto. Pursuant to the Side Agreement, each member of the Investor Group agreed that at any time it holds shares of 2003 Convertible Preferred Stock and Common Stock representing less than 25% of its original ownership, it will consent to a Primary Action proposed to be taken by the Issuer if (and only if) all members of the Investor Group holding shares of Preferred Stock and Common Stock representing at least 25% of its original ownership consent to the Issuer’s taking of such Primary Action. Each member of the Investor Group further agreed pursuant to the Side Agreement that at any time it holds shares of 2003 Convertible Preferred Stock and Common Stock representing less than 40% of its original ownership, it will consent to a Significant Action proposed to be taken by the Issuer if (and only if) all members of the Investor Group holding shares of 2003

Convertible Preferred Stock and Common Stock representing at least 40% of its original ownership consent to the Issuer’s taking of such Primary Action.

On July 31, 2003, the members of the Investor Group and Ares I entered into a Side Letter (the “Side Letter”). The Side Letter is attached to Amendment 1, filed on July 31, 2003, as Exhibit 3, and any description thereof is qualified in its entirety by reference thereto. Pursuant to the Side Letter, the members of the Investor Group agreed with Ares I that at any time the voting power represented by shares of the 2003 Convertible Preferred Stock and Common Stock owned by the Investor Group (less the 2003 Convertible Preferred Stock sold or actually sold to certain members of the Issuer’s management as is contemplated by the Recapitalization Agreement dated as of May 1, 2003 by and among the Investor Group and the Issuer), taken together with 2003 Convertible Preferred Stock and Common Stock subsequently purchased by or offered to the Investor Group, equals a majority of the voting power of the Issuer on a fully-diluted basis, Ares I will be automatically removed as a party from the Stockholders Agreement.

On August 26, 2003, each of ACOF, Bain and Ontario separately acquired 7,552 additional shares of Preferred Stock, at a purchase price of $7,598,990.22 (ACOF’s purchase of 7,552 shares of Preferred Stock, the “Secondary Purchase”). ACOF acquired the Preferred Stock in the Secondary Purchase for investment purposes. In addition, while the Investor Group had previously agreed to sell, pursuant to the Recapitalization Agreement, up to $2.1 million of the Preferred Stock acquired by the Investor Group to certain members of the Issuer’s management team at or after closing of the Recapitalization, it is now expected that members of the Issuer’s management team will acquire such Preferred Stock from third-parties and not from the Investor Group.

On March 11, 2004, ACOF purchased 576 shares of Preferred Stock for aggregate consideration equal to $546,680.00 and on April 19, 2004, ACOF acquired 1,174 additional shares of Preferred Stock and 4,100,047 shares of Common Stock, at a purchase price of $2,681,481.21 (the “Purchases”). ACOF acquired the Preferred Stock for investment purposes.

On July 14, 2004 ACOF purchased 4,933,115 shares of Common Stock for aggregate consideration equal to $2,219,901.75 and 66 additional shares of Preferred Stock for aggregate consideration of $71,196.01. ACOF acquired the Preferred Stock for investment purposes.

Each of the ACOF Management, L.P., a Delaware limited partnership ("ACOF Management"), ACOF, ACOF Operating Manager, L.P., a Delaware limited partnership ("ACOF Operating"), Ares I, Ares Management, L.P., a Delaware limited partnership ("Ares Management"), Ares Operating Member, LLC, a Delaware limited liability company ("Ares I Operating"), Ares Leveraged Investment Fund II, L.P., a Delaware limited partnership ("Ares II" and together with ACOF and Ares I, the "Investment Entities") will evaluate the Issuers’ business and prospects, attending investment opportunities and all other factors deemed relevant in determining to acquire additional shares of Common Stock or 2003 Convertible Preferred Stock or to sell or otherwise dispose of all or part of the shares of the Issuer beneficially owned by it. Additional shares of Common Stock or 2003 Convertible Preferred Stock may be acquired in the open market or in publicly negotiated transactions or some or all of the shares of 2003 Convertible Preferred Stock or Common Stock owned by the Investment Entities may be sold. The Investment Entities currently have no agreements which would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of their ongoing review of investment alternatives, the Investment Entities may consider such matters and, subject to applicable laws, may formulate a plan with respect to such matters and, from time to time, the

Investment Entities may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer, other stockholders of the Issuer or other third parties regarding such matters.
(c) Not applicable.
(f) Not applicable.
(g) In connection with the Recapitalization, the Issuer amended its Certificate of Incorporation as well as the Certificate of Designations of the Old Preferred Stock. In addition, the Issuer filed with the Secretary of State of Delaware a Certificate of Designations for the 2003 Convertible Preferred Stock.
(h)-(j) Not applicable.

Item 5 is hereby amended to add the following:
Item 5.	Interest in Securities of the Issuer
(a)-(b) ACOF is the direct beneficial owner of (i) 9,043,162 shares of Common Stock and (ii) 44,702 shares of Preferred Stock, convertible into an aggregate of 123,855,711 shares of Common Stock, which is calculated by dividing the face value and accrued dividends on the Preferred Stock, through July 14, 2004, by the conversion price of the Preferred Stock, which is $0.42 (the “Conversion Price”). The Common Stock and Preferred Stock, on an as-converted basis, beneficially owned by ACOF is equal to approximately 36.5% of the outstanding Common Stock of the Issuer, assuming conversion of all the Preferred Stock owned by ACOF. The Common Stock and Preferred Stock, on an as-converted basis, beneficially owned by ACOF is equal to approximately 19.5% of the outstanding Common Stock of the Issuer, assuming conversion of all the outstanding Preferred Stock of the Issuer. Each of (i) ACOF, (ii) ACOF Management, as the general partner of ACOF, (iii) ACOF Operating Manager, L.P. (“ACOF Operating”), as the general partner of ACOF Management and the manager of ACOF, (iv) Ares Management, Inc., as the general partner of ACOF Operating, (v) Ares Management LLC (“Ares LLC”), as the direct or indirect beneficial owner of all of the partnership interests of ACOF Operating and (vi) Ares Partners Management Company, LLC (“Ares Partners Management”), as the direct or indirect beneficial owner all of the outstanding membership interests of Ares LLC, may be deemed to have the shared power to vote and dispose of the shares of Common Stock and Preferred Stock owned by ACOF. The working capital of ACOF was the source of the funds for the Purchases. No part of the purchase price paid by ACOF was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Common Stock and Preferred Stock held by ACOF.
Ares I is the direct beneficial owner of (i) 66,667,179 shares of Common Stock and (ii) a warrant to purchase 15,515,892 shares of Common Stock, which warrant became exercisable as of April 30, 2004. The Common Stock

and Warrant, assuming the Warrant is fully-exercised, beneficially owned by Ares I is equal to approximately 34.2% of the outstanding Common Stock of the Issuer, assuming none of the outstanding Preferred Stock has been converted. The Common Stock and Warrant, assuming the Warrant is fully-exercised, beneficially owned by Ares I is equal to approximately 12.62% of the outstanding Common Stock of the Issuer, assuming conversion of all the outstanding Preferred Stock of the Issuer. Each of (i) Ares I, (ii) Ares Management, L.P. (“Ares Management”), as manager of Ares I, (iii) Ares Operating Member, LLC, as general partner of Ares Management, (iv) Ares LLC, and (v) Ares Partners Management may be deemed to have the shared power to vote and dispose of shares of Common Stock owned by Ares I.
Ares II is the direct beneficial owner of (i) 11,088,304 shares of Common Stock, and (ii) 4,333 shares of Preferred Stock, convertible into an aggregate of 22,217,174 shares of Common Stock, which is calculated by dividing the face value and accrued dividends on the Preferred Stock, through July 14, 2004, by the Conversion Price. The Common Stock and Preferred Stock, on an as-converted basis, beneficially owned by Ares II is equal to approximately 9.4% of the outstanding Common Stock of the Issuer, assuming conversion of all the Preferred Stock owned by Ares II. The Common Stock and Preferred Stock, on an as-converted basis, beneficially owned by Ares II is equal to approximately 3.5% of the outstanding Common Stock of the Issuer, assuming conversion of all the outstanding Preferred Stock of the Issuer. Each of (i) Ares II, (ii) Ares II Management, L.P. (“Ares II Management”), as manager of Ares II, (iii) Ares Operating Member II, LLC (“Ares II Operating”), as general partner of Ares II Management, (iv) Ares Parent Operating Member II, LLC, as sole member of Ares II Operating, (v) Ares LLC, and (vi) Ares Partners Management Company, LLC, may be deemed to have the shared power to vote and dispose of shares of Common Stock and Preferred Stock owned by Ares II.
The filing of this statement shall not be construed as an admission that any entity is the beneficial owner of any securities covered by this Amendment.

Item 6 is hereby amended to add the following:
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
ACOF entered into a Purchase Agreement dated July 1, 2004 with Caravelle Investment Fund, L.L.C., pursuant to which ACOF purchased 4,933,115 shares of Common Stock from Caravelle for aggregate consideration equal to $2,219,901.75 in substantially the form attached as Exhibit 6 to this Amendment 5.
In addition, pursuant to Section 4 of the Executive Stockholders Agreement dated September 25, 2003, by and among the Issuer, certain named executives of the Issuer including Thomas R. Sandler, ACOF Management , L.P., Bain Capital (Europe) LLC and Ontario Teachers’ Pension Plan Board, ACOF purchased from Tom Sandler 66 shares of Preferred Stock convertible into 169,514 shares of Common Stock for an aggregate consideration equal to $71,196.01.

Item 7 is hereby amended to add the following:
Item 7.	Material to Be Filed as Exhibits
Exhibit 6 Form of Purchase Agreement, by and between Caravelle Investment Fund, L.L.C. and ACOF.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of this 15th day of July, 2004.

ACOF MANAGEMENT, L.P.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES CORPORATE OPPORTUNITIES FUND, L.P.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ACOF OPERATING MANAGER, L.P.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES LEVERAGED INVESTMENT FUND, L.P.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES MANAGEMENT, L.P.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES OPERATING MEMBER, LLC

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES LEVERAGED INVESTMENT FUND II, L.P.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES II MANAGEMENT, L.P.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES OPERATING MEMBER II, LLC

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES PARENT OPERATING MEMBER II, LLC

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES MANAGEMENT, INC.

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES MANAGEMENT, LLC

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

ARES PARTNERS MANAGEMENT COMPANY, LLC

By:	/s/ Kevin Frankel
Name:	Kevin Frankel
Title:		Vice President

Exhibit 6

FORM OF PURCHASE AGREEMENT

This purchase agreement (the “Agreement”) is entered into this 1st day of July, 2004, by and between Caravelle Investment Fund, L.L.C. (“Seller”) and Ares Corporate Opportunities Fund, L.P. (“Purchaser”), with reference to the following facts:

RECITALS

WHEREAS, Seller currently owns shares of the common stock, par value $.01 per share (the “Common Stock”), of Samsonite Corporation (the “Company”);

WHEREAS, a principal of the general partner and the manager of Purchaser is currently a member of the board of directors of the Company;

WHEREAS, Purchaser and its affiliates hold a significant portion of the issued and outstanding Common Stock of the Company as well as a significant amount of the preferred 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, Seller desires to sell and Purchaser desires to purchase 4,933,115 shares of the Common 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. Seller hereby sells, transfers and assigns to Purchaser for closing on the Settlement Date (as defined below), and Purchaser hereby purchases from Seller, all of Seller’s 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 Seller for the Purchased Shares is $2,219,901.75. The purchase price shall be paid on the Settlement Date by wire transfer of immediately available funds to an account to be designated by Seller.

1.3 Settlement Date. The settlement date shall be July 14, 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 Seller.

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 Seller. Seller hereby represents and warrants to Purchaser as follows:

2.1 Due Execution, Delivery and Performance by Seller. Seller has full right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. 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 law, judgment, contract, order or decree to which Seller is subject on the Settlement Date.

2.2 Title to Securities Seller is the sole legal and beneficial owner of the Purchased Shares free and clear of any lien, pledge or encumbrance of any kind, other than pursuant to the lien of that certain Indenture dated as of July 1, 1998, which lien shall terminate upon the sale effected hereby and, at the time of the sale, the Purchased Shares shall be free and clear of any lien, pledge or encumbrance of any kind.

3. Other Acknowledgements and Agreements of Seller. Seller hereby acknowledges and agrees that:

3.1 No Disclosure. This Agreement shall not be deemed to create any contractual duty to disclose any Information. Seller acknowledges and agrees 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 Seller and that may be material to a decision to sell the Purchased Shares, (ii) Purchaser has no duty (fiduciary or otherwise) to disclose to Seller any of the Information, (iii) Seller has determined to sell the Purchased Shares on the terms and conditions set forth herein notwithstanding its lack of knowledge of the Information and notwithstanding that such Information, if known to Seller, might affect the price at which Seller

would be willing to sell the Purchased Shares, (iv) Seller has 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) Seller has 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) Seller is experienced, sophisticated and knowledgeable in trading in securities of private and public companies and understands the disadvantage to which it is subject on account of the disparity of information between Purchaser and Seller and (vii) Seller has conducted its own investigation, to the extent that it has determined necessary or desirable regarding the Company, and Seller has determined to enter into and complete the sale of the Purchased Shares based on, among other things, such investigation.

3.2 Waiver and Release. Seller, on its own behalf and on behalf of its 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) (collectively, “Claims”), whether directly, derivatively, representatively or in any other capacity, other than any Claims respecting Purchaser’s obligations, representations or warranties under this Agreement, 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 Seller in connection thereto. In connection with the foregoing release, Seller specifically waives 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.”

Seller further hereby specifically waives 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 Seller 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 a legal, valid and binding obligation of the Purchaser,

enforceable against the Purchaser in accordance with its terms. 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 law, judgment, contract, order or decree to which Purchaser is subject on the Settlement Date..

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 of the Purchased Shares, (iv) has independently, and without reliance upon Seller, 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 Preferred 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. Other Agreements of Purchaser.

5.1 Waiver and Release. Purchaser, on its own behalf and on behalf of its 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) (collectively, “Claims”), whether directly, derivatively, representatively or in any other capacity, other than any Claims respecting Seller’s obligations, representations or warranties under this Agreement, against Seller (including without limitation any and all of its past, present and/or future directors, officers, members, partners, employees, fiduciaries and agents, and each of their successors and assigns), in any 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 Seller’s representations or warranties contained in this Agreement) by Seller to Purchaser in connection thereto. In connection with the foregoing release, Seller specifically waives any and all protections afforded by California Civil Code Section 1542, which provides as follows:

Purchaser further hereby specifically waives 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 agreement.

6. Miscellaneous.

6.1 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.

6.2 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.

6.3 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.

6.4 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.

6.5 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.

6.6 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.

6.7 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.

NAME OF SELLER

Caravelle Investment Fund, L.L.C.

By: Trimaran Advisors, L.L.C.

as Investment Manager and Attorney-in-Fact

By:
Its:

Address:

Trimaran Advisors, L.L.C.

425 Lexington Avenue, 2nd Floor

New York, NY 10017

NAME OF PURCHASER

Ares Corporate Opportunities Fund, L.P.

By: ACOF Management, L.P., Its General Partner

By: ACOF Operating Manager, L.P., Its General Partner

By: Ares Management, Inc., Its General Partner

By:
Its:

Address:

Ares Management LLC

Attn: Ares Corporate Opportunities Fund, L.P.

1999 Avenue of the Stars, Suite 1900

Los Angeles CA 90067

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

Under the Securities Exchange Act of 1934
(Amendment No. 5)*