-----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, OkG3GPWUQmPqaPIjl8LB6+WyWX8XL+oydTF5YOlzwylDcpxCqGFJmfAu1XW74MMY fM7JMgU87NW5U17YvYZz/w== 0001104659-06-005643.txt : 20060202 0001104659-06-005643.hdr.sgml : 20060202 20060202170200 ACCESSION NUMBER: 0001104659-06-005643 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060202 DATE AS OF CHANGE: 20060202 GROUP MEMBERS: ACOF OPERATING MANAGER, L.P. GROUP MEMBERS: ARES CORPORATE OPPORTUNITIES FUND, L.P. GROUP MEMBERS: ARES II MANAGEMENT, L.P. GROUP MEMBERS: ARES LEVERAGED INVESTMENT FUND II, L.P. GROUP MEMBERS: ARES LEVERAGED INVESTMENT FUND, L.P. GROUP MEMBERS: ARES MANAGEMENT LLC GROUP MEMBERS: ARES MANAGEMENT, INC GROUP MEMBERS: ARES MANAGEMENT, L.P. GROUP MEMBERS: ARES OPERATING MEMBER II, LLC GROUP MEMBERS: ARES OPERATING MEMBER, LLC GROUP MEMBERS: ARES PARENT OPERATING MEMBER II, LLC GROUP MEMBERS: ARES PARTNERS MANAGEMENT COMPANY, LLC 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: 06574358 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACOF MANAGEMENT LP CENTRAL INDEX KEY: 0001230743 IRS NUMBER: 412056095 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1999 AVE OF THE AMERICAS STREET 2: SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 1999 AVE OF THE AMERICAS STREET 2: SUITE 1900 CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13D/A 1 a06-4163_1sc13da.htm AMENDMENT

	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. 8)*

SAMSONITE CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

79604v105

(CUSIP Number)

Bennett Rosenthal

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)

January 31, 2006

(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 166,178,652

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 166,178,652

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 166,178,652

	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) 45.2%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares 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 166,178,652

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 166,178,652

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 166,178,652

	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) 45.2%

	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 166,178,652

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 166,178,652

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 166,178,652

	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) 45.2%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ares 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 82,183,071

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 82,183,071

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 82,183,071

	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) 33.9%

	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 82,183,071

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 82,183,071

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 82,183,071

	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) 33.9%

	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 82,183,071

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 82,183,071

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 82,183,071

	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) 33.9%

	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 23,668,263

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 23,668,263

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,668,263

	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) 9.9%

	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 23,668,263

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 23,668,263

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,668,263

	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) 9.9%

	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 23,668,263

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 23,668,263

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,668,263

	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) 9.9%

	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 23,668,263

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 23,668,263

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 23,668,263

	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) 9.9%

	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 272,029,986

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 272,029,986

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 272,029,986

	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) 68.8%

	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 272,029,986

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 272,029,986

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 272,029,986

	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) 68.8%

	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 272,029,986

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 272,029,986

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 272,029,986

	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) 68.8%

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
This Amendment No. 8 (this “Amendment”) 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 or supplemented by Amendment No. 1 filed on August 5, 2003, Amendment No. 2 filed on August 29, 2003, Amendment No. 3 filed on April 22, 2004, Amendment No. 4 filed on April 19, 2004, Amendment No. 5 filed on July 14, 2004, Amendment No. 6 filed on November 1, 2004 and Amendment No. 7 filed on December 29, 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 supplemented to add the following:
Item 3.	Source and Amount of Funds or Other Consideration
On October 14, 2005 ACOF purchased 1,400,000 shares of Common Stock for consideration equal to $1,109,500; on November 14, 2005 ACOF purchased 66 shares of Preferred Stock for consideration of $79,126.83; on January 31, 2006 ACOF purchased 1,629 shares of Preferred Stock for consideration of $3,925,890. The consideration for the purchases of the Common Stock and Preferred Stock above in the aggregate is equal to $5,114,516.83. The working capital of ACOF was the source of the funds.
Item 4 is hereby supplemented as follows:
Item 4.	Purpose of Transaction
(a), (b), (d) and (e) On October 14, 2005, ACOF purchased from Satellite Strategic Finance Associates LLC and Satellite Strategic Finance Partners, Ltd. (together the “Satellite Seller”) 1,400,000 shares of Common Stock for an aggregate purchase price of $1,109,500. On November 14, 2005, pursuant to a Purchase Agreement (the “November 2005 Purchase Agreement”) by and between ACOF and Aram Ervin Kalpakian, Alicia Hurmuzian de Kalpakian and Delfina Isabel Balestra (collectively, the “Kalpakian Seller”), ACOF purchased 66 shares of the Preferred Stock for an aggregate purchase price of $79,126.83. On January 31, 2006, ACOF purchased 1,629 shares of the Preferred Stock in a private transaction involving Whitebox Convertible Arbitrage Partners, LP and Pandora Select Partners, LP as sellers for a purchase price of $3,925,890. The consideration for the above purchases of the Common Stock and Preferred Stock in the aggregate is equal to $5,114,516.83. ACOF acquired the Preferred Stock and the Common Stock for investment purposes.

Item 5 is hereby amended as follows:
Item 5.	Interest in Securities of the Issuer
(a)-(b) ACOF is the direct beneficial owner of (i) 25,877,122 shares of Common Stock and (ii) 48,325 shares of Preferred Stock, convertible into 166,178,652 shares of Common Stock, which is calculated by dividing the face value and accrued dividends on the Preferred Stock, through January 31, 2006, by the conversion price of the Preferred Stock, which is $0.42 (the “Conversion Price”). The total number of shares of Common Stock on an as-converted basis, beneficially owned by ACOF is 166,178,652 shares which equals approximately 45.2% 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 equals approximately 24.1% 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 Leveraged Investment Fund, L.P. (“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 33.9% 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 11.9% 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 Leveraged Investment Fund II, L.P. (“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 23,668,263 shares of Common Stock, which is calculated by dividing the face value and accrued dividends on the Preferred Stock, through January 31, 2006, by the Conversion Price. The total number of shares of Common Stock, on an as-converted basis, beneficially owned by Ares II is 23,668,263 which equals approximately 9.9% 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 equals approximately 3.4% 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 supplemented to add the following:
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Ares Corporate Opportunities Fund, L.P. (“ACOF”) executed a Representation and Release, dated as of October 6, 2005 addressed to Satellite Strategic Finance Associates LLC and Satellite Strategic Finance Partners, Ltd. (together the “Satellite Seller”) and on October 14, 2005 ACOF purchased 1,400,000 shares of Common Stock from the Satellite Seller for an aggregate purchase price of $1,109,500. The form of such Representation and Release is attached hereto as Exhibit 9 to this Amendment 8.
On November 14, 2005 ACOF entered into the November 2005 Purchase Agreement, pursuant to which ACOF purchased 66 shares of the Preferred Stock for an aggregate purchase price of $79,126.83. The form of the November 2005 Purchase Agreement is attached hereto as Exhibit 10 to this Amendment 8.
ACOF acknowledged a letter from Whitebox Convertible Arbitrage Partners, LP and Pandora Select Partners, LP (together, the “Sellers”) and executed a Representation and Release letter to Imperial Capital, LLC and Paul, Hastings, Janofsky & Walker LLP on December 13, 2005, the forms which are attached hereto as Exhibits 11 and 12, respectively to this Amendment 8. On January 31, 2006, ACOF purchased 1,629 shares of the Preferred Stock in a private transaction involving the Sellers.

Item 7 is hereby amended to add the following:
Item 7.	Material to Be Filed as Exhibits

Exhibit 9		Form of Representation and Release Letter, dated October 6, 2005, from ACOF to the Satellite Seller.

Exhibit 10		Form of the Purchase Agreement, dated November 14, 2005, by and between ACOF and the Kalpakian Seller.

Exhibit 11		Form of the Letter Agreement dated December 13, 2005 from Whitebox Convertible Arbitrage Partners, LP and Pandora Select Partners, LP to ACOF.

Exhibit 12		Form of the Letter Agreement dated December 13, 2005 from ACOF to Imperial Capital, LLC and Paul, Hastings, Janofsky & Walker LLP.

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 2nd day of February, 2006.

ACOF MANAGEMENT, L.P.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES CORPORATE OPPORTUNITIES FUND, L.P.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ACOF OPERATING MANAGER, L.P.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President

ARES LEVERAGED INVESTMENT FUND, L.P.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES MANAGEMENT, L.P.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES OPERATING MEMBER, LLC


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES LEVERAGED INVESTMENT FUND II, L.P.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES MANAGEMENT II, L.P.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President

ARES OPERATING MEMBER II, LLC


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES PARENT OPERATING MEMBER II, LLC


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES MANAGEMENT, INC.


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES MANAGEMENT, LLC


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President


ARES PARTNERS MANAGEMENT COMPANY, LLC


By:		/s/ Bennett Rosenthal
Name:		Bennett Rosenthal
Title:		Vice President

EX-9 2 a06-4163_1ex9.htm VOTING TRUST AGREEMENT

Exhibit 9

Representation and Release

October 6, 2005

To:	Ares Corporate Opportunities Fund, L.P.

From:	Satellite Strategic Finance Associates LLC
	Satellite Strategic Finance Partners, Ltd.

Subject:	Samsonite

In connection with the sale of approximately 1.4 million shares common stock (the “Securities”) of Samsonite Corporation (the “Company”) by Satellite Strategic Finance Associates LLC and Satellite Strategic Finance Partners, Ltd. (“Seller”) to Ares Corporate Opportunities Fund , L.P. (“Purchaser”), Seller hereby represents, warrants and covenants to Purchaser as follows:

1. Seller is aware that (a) Purchaser is the holder of a substantial percentage of the issued and outstanding shares of common stock of the Company (b) employees of the Purchaser’s general partner are members of the board of directors of the Company and (c) Purchaser has access to material non-public information regarding the business, assets, liabilities, results of operation, financial condition, prospects, and other aspects of the Company, its subsidiaries and/or its affiliates. Seller recognizes that, as a result, Purchaser believes that it possesses material non-public information (“Non-Public Information”) regarding the Company, its subsidiaries, its affiliates and/or the Securities that Purchaser has not disclosed to Seller and that may not be known to Seller, including, without limitation, information regarding potential acquisitions and sales of assets by the Company and/or its subsidiaries and debt and equity financing activities of the Company and/or its subsidiaries. Such information, if known to Seller, might affect the price at which Seller would be willing to sell the Securities.

3. Seller, on its own behalf and on behalf of its successors and/or assigns, hereby forever 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 non-disclosure of the Non-Public Information by Purchaser to Seller in connection with the sale of Securities. 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 Representation and Release.

4. Seller hereby represents that it acquired the Securities for its own account for investment purposes and that such Securities were not acquired with a view to (or in contemplation or anticipation of) a sale of such Securities to Purchaser.

5. Seller is the beneficial owner of the Securities, and is aware that Purchaser is relying upon the truth and completeness of this Representation and Release in agreeing to purchase the Securities from Seller.

		Satellite Strategic Finance Associates LLC

		By:
			Name:
			Title:

		Satellite Strategic Finance Partners, Ltd.

		By:
			Name:
			Title:

ACKNOWLEDGED AND ACCEPTED:

Ares Corporate Opportunities Fund, L.P.

By :
	Antony P. Ressler
	Managing Partner

EX-10 3 a06-4163_1ex10.htm MATERIAL CONTRACTS

Exhibit 10

PURCHASE AGREEMENT

This purchase agreement (the “Agreement”) is entered into this 9th day of November, 2005, by and between Aram Ervin Kalpakian, Alicia Hurmuzian de Kalpakian and Delfina Isabel Balestra (“Seller”) and Ares Corporate Opportunities Fund, L.P. (“Purchaser”), with reference to the following facts:

R E C I T A L S

WHEREAS, Seller currently owns 198 shares of the convertible preferred stock, par value $.01 per share (the “Preferred Stock”) of Samsonite Corporation (the “Company”);

WHEREAS, in accordance with the Stockholders Agreement of July 31, 2003 between affiliates of the Purchaser and the Company, affiliates of the Purchaser currently serve as members of the Board of Directors of the Company;

WHEREAS, Purchaser and its affiliates hold a significant portion of the issued and outstanding Preferred Stock of the Company as well as a significant amount of the common stock, par value $0.01 per share, 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 sixty-six (66) shares of the Preferred Stock (such shares of the Preferred Stock being 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. Subject to the fulfillment of the conditions precedent set forth in Section 1.4 below, on the Settlement Date (as defined below), Seller will sell, transfer and assign to Purchaser, and Purchaser will purchase 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. In connection therewith, Seller shall deliver stock certificates covering the Purchased Shares duly executed in blank to Purchaser or in accordance with Purchaser’s instructions.

1.2 Purchase Price. The purchase price to be paid by Purchaser to Seller for the Purchased Shares is $79,040.05 ($1,000.00 liquidation preference for each Purchased Share plus

accrued dividends thereon). The purchase price shall be paid on the Settlement Date by wire transfer to an account to be designated by Seller.

1.3 Settlement Date. The settlement date shall be November 9, 2005 (“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. 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 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.

2.3 Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Seller and, assuming the due authorization, execution and delivery by Seller, is the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.

2.4 No Other Representations and Warranties. Seller does not make any representation or warranty to the Purchaser, whether express or implied, with respect to Purchased Shares, other than those specifically provided for in this Section 2. Without limiting the generality of the foregoing, Seller does not make any representation or warranty to Purchaser with respect to the future profitability of the Purchased Shares or the financial performance of the Company.

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. (a) Effective as of the closing on the Settlement Date, 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), 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, shareholders, members, partners, employees, fiduciaries , agents and advisors, 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:

(b) Effective as of the closing on the Settlement Date, 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), whether directly, derivatively, representatively or in any other capacity, against Seller or any of their respective affiliates (including without limitation any and all of its and their respective past, present and/or future directors, officers, shareholders, members, partners, employees, fiduciaries, agents and advisors,

and each of their respective successors and assigns), in any way based upon, arising from, relating to or involving, directly or indirectly, the purchase of the Purchased Shares and the non-sufficiency of the Information; provided, however, this section 3.2(b) shall not release Seller from (i) any failure of any of its representations and warranties set forth in Section 2.2 hereof to be true and correct or (ii) any defects in title to the Purchased Shares. In connection with the foregoing release, Purchaser 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 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. 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..

4.2 Sophisticated Purchaser. Purchaser (i) is a sophisticated entity and, by reason of its business and financial experience, and the business and financial experience of its management, is able to bear any financial risks associated with the purchase of the Purchased Shares (including, without limitation, the total loss of the investment in 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 Seller, and based on such information as Purchaser has deemed appropriate, made its own analysis and decision to purchase the Purchased Shares, (v) in entering into this Agreement, Purchaser has relied solely upon its own investigation and analysis of the Company, the Purchased Shares and the Information and Purchaser acknowledges that, except as provided in Section 2, neither Seller nor any of its affiliates, agents or representatives makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information reviewed by Purchaser or its directors, officers, employees, affiliates, controlling persons, agents or representatives, and (vi) 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.

4.5 Authorization and Enforceability. This Agreement has been duly authorized, executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by Seller, is the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.

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 the State of New York applicable to agreements made and to be fully performed therein, without respect to the conflict of laws provisions thereof.

5.3 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.

5.4 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.

5.5 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.

5.6 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.

5.7 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.

5.8 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.

5.9 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 respect as an original agreement or instrument and shall be considered to have the same binding legal effect as 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.

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

Seller:

Address:

By:

Its:


Purchaser:

Ares Corporate Opportunities Fund, L.P.
1999 Avenue of the Stars, 19^th Floor
Los Angeles, California 90067


By:

Its:

EX-11 4 a06-4163_1ex11.htm STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

Exhibit 11

Representation and Release Letter

December 13, 2005

To:	Ares Corporate Opportunities Fund, L.P.

From:	Whitebox Hedged High Yield Partners, LP
	Pandora Select Partners, LP

Subject:	Samsonite

In connection with, and consideration of, the sale of an aggregate of one thousand six hundred twenty-nine (1,629) shares of preferred stock, par value $.01 per share (the “Securities”), of Samsonite Corporation (the “Company”) by Whitebox Hedged High Yield Partners, LP (373 shares) and Pandora Select Partners, LP (1,256 shares) (each a “Seller”) to Ares Corporate Opportunities Fund, L.P. (“Purchaser”), such sale and purchase to be completed on or around December 28, 2005, each Seller hereby represents, warrants and covenants to Purchaser as follows:

1. Seller knows that: (a) Purchaser is the holder of a substantial percentage of the issued and outstanding shares of common and preferred stock of the Company; (b) affiliates of the Purchaser currently serve as members of the board of directors of the Company; and (c) Purchaser has access to and may possess material non-public information regarding the Securities and the business, assets, liabilities, results of operation, financial condition, prospects, and other aspects of the Company, its subsidiaries and/or its affiliates (“Non-Public Information”). Seller recognizes that, as a result, Purchaser believes that it possesses Non-Public Information that Purchaser has not disclosed to Seller and that may not be known to Seller, including, without limitation, information regarding potential acquisitions and sales of assets by the Company and/or its subsidiaries and debt and equity financing activities of the Company and/or its subsidiaries. Such information, if known to Seller, might affect the price at which Seller would be willing to sell the Securities.

2. Notwithstanding the fact that Seller is aware that the Non-Public Information exists and is known to Purchaser and that Purchaser has not disclosed such Non-Public Information to Seller, Seller is willing to sell the Securities to Purchaser at the price negotiated and agreed to between them. In making its decision to sell the Securities to Purchaser at such price, Seller hereby acknowledges that it 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 Securities and hereby affirms that Purchaser has no obligation to disclose any Non-Public Information to Seller and does not have any fiduciary duty of any kind to Seller. Seller has determined to sell the Securities to Purchaser notwithstanding its lack of knowledge of the Non-Public Information and notwithstanding that such Non-Public Information, if known to Seller, might affect the price at which Seller would be willing to sell the Securities. Seller has conducted its own investigation, to the extent that it has determined it necessary or desirable to do so regarding the Company, and Seller has determined to enter into and complete the sale of the Securities based on, among other things, such investigation. Seller further affirms that it 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. Seller acknowledges and agrees that: (i)

Purchaser has no duty (fiduciary or otherwise) to disclose to Seller any information, including without limitation any Non-Public Information; and (ii) Seller has not requested and will not request from Purchaser any of the Non-Public Information Purchaser may now have or of which Purchaser may later come into possession.

3. 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), 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, shareholders, members, partners, employees, fiduciaries, advisors, 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 Securities and the non-disclosure of the Non-Public Information 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:

5. Seller is the sole and beneficial owner of the Securities, free and clear of any lien, pledge or encumbrance of any kind, and is aware that Purchaser is relying upon the truth and completeness of this Representation and Release Letter in agreeing to purchase the Securities from Seller.

6. Seller requests that Purchaser acknowledges and accepts the terms set forth in this Representation and Release Letter by countersigning below.

Whitebox Hedged High Yield		Pandora Select Partners, LP
Partners, LP		Pandora Select Partners LLC
Whitebox Hedged High Yield Advisors LLC
Whitebox Advisors LLC

By:		By:
Name:	Jonathan Wood	Name:	Jonathan Wood
Title:	Chief Financial Officer/Director	Title:	Chief Financial Officer/Director

ACKNOWLEDGED AND ACCEPTED:

Ares Corporate Opportunities Fund, L.P.

By:
Name:	Kevin Frankel
Title:	General Counsel

EX-12 5 a06-4163_1ex12.htm STATEMENTS REGARDING COMPUTATION OF RATIOS

Exhibit 12

Ares Corporate Opportunities Fund, L.P.
1999 Avenue of the Stars, Suite 1900
Los Angeles, CA 90067

December 13, 2005

Imperial Capital, LLC
150 South Rodeo Drive, Suite 100
Beverly Hills, CA 90210

Paul, Hastings, Janofsky & Walker LLP
515 South Flower Street, 25th Floor
Los Angeles, CA 90071

Re: Purchase of 1,629 Shares of Preferred Stock of Samsonite Corporation:

Gentlemen:

In connection with our purchase of the above referenced securities (the “Securities”) from Imperial Capital, LLC, we hereby represent and warrant as follows:

1. We understand that the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be sold except pursuant to an effective registration statement or pursuant to a duly available exemption from such registration requirements.

2. We are purchasing the Securities for our own account and not with a view to distribution in violation of the Act.

3. We are a “qualified institutional buyer” as such term is defined in Rule 144A promulgated under the Act, and have such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of the acquisition of the Securities, and, having had access to, or having been furnished with, all such information as we have considered necessary, have concluded that we are able to bear those risks.

4. The Securities were not offered to us by any form of general solicitation or general advertising.

5. We acknowledge that if any transfer of the Securities is to be made in reliance on any exemption under the Act, the issuer of the Securities may require an opinion of counsel satisfactory to it that such transfer may be made pursuant to an exemption under the Act.

6. In making any subsequent offering or sale of the Securities we will be acting only for ourselves and not as part of a sale or planned distribution which would be in violation of the Act.

7. We acknowledge that, so long as appropriate, the transfer agent for the Securities will treat the Securities as restricted securities, and that any certificate representing the Securities will bear an appropriate restrictive legend thereon.

We hereby agree to cooperate with Imperial Capital, LLC in providing reasonably requested information to Paul, Hastings, Janofsky & Walker LLP so that they can render their legal opinion concerning the transaction. In rendering any legal opinion with respect to the Securities, Paul, Hastings, Janofsky & Walker LLP may rely on the representations contained in this letter.

	Very truly yours,

	Ares Corporate Opportunities Fund, L.P.,


	By :
		Name:
		Title:


	By :
		Name:
		Title:

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. 8)*

October 6, 2005

Under the Securities Exchange Act of 1934
(Amendment No. 8)*