-----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, BYiUrUbZqP3IvthmDbj30XRlJXQGODaGDh8eFJGaiIzjkyaXS96lZfqwaJkfGHBG 1qbeOUhpSw6RcP/vQVnBgA== 0001104659-07-077419.txt : 20071026 0001104659-07-077419.hdr.sgml : 20071026 20071026165804 ACCESSION NUMBER: 0001104659-07-077419 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071026 DATE AS OF CHANGE: 20071026 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: 071194022 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: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 SC 13D/A 1 a07-27676_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

 

PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO

 

FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No.  13)*

Samsonite Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

79604v105

(CUSIP Number)

 

Roger Barton

5650 Yonge Street, 5th Floor

Toronto, Ontario M2M 4H5

(416) 730-5321

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

 

October 24, 2007

(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)
Ontario Teachers’ Pension Plan Board

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable.

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
Ontario, Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

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)
0%

 

 

14.

Type of Reporting Person (See Instructions)
EP

 

2



 

Item 1.

Security and Issuer

This Amendment No. 13 to Schedule 13D (the “Amendment”) amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Person on August 11, 2003 and amended by Amendment No. 1 on August 28, 2003, Amendment No. 2 on September 30, 2003, Amendment No. 3 on April 26, 2004, Amendment No. 4 on April 29, 2004, Amendment No. 5 on July 16, 2004, Amendment No. 6 on October 15, 2004, Amendment No. 7 on January 3, 2005, Amendment No. 8 on November 16, 2005, Amendment No. 9 on January 4, 2006, Amendment No. 10 on February 3, 2006, Amendment No. 11 on February 21, 2007 and Amendment No. 12 on July 10, 2007 with respect to the Common Stock, par value $0.01 per share (“Common Stock”), of Samsonite Corporation, a corporation incorporated under the laws of the State of Delaware (the “Issuer”).  The principal executive offices of the Issuer are located at 575 West Street, Suite 110, Mansfield, Massachusetts 02048.

 

 

Item 2.

Identity and Background

Item 2 is hereby restated in its entirety as follows:

 

(a)          This Amendment is being filed by the Ontario Teachers’ Pension Plan Board (“Teachers”).

 

(b) – (c) Teachers is an Ontario, Canada corporation, the principal business of which is the administration of a pension plan and management of a pension fund for Ontario teachers. The principal office and business address of Teachers is 5650 Yonge Street, 5th Floor, Toronto, Ontario M2M 4H5.

 

The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Teachers is set forth in Schedule A hereto, and is incorporated herein by reference.

 

(d)          Neither Teachers nor, to the best of Teachers’ knowledge, any of the persons identified in this Item 2 and Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)          Neither Teachers nor, to the best of Teachers’ knowledge, any of the persons identified in this Item 2 and Schedule A hereto has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)          Each of the directors and the executive officers of Teachers listed on Schedule A hereto is a citizen of Canada.

 

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following:

 

On October 24, 2007, the Merger contemplated by the Merger Agreement was consummated.  As a result, all of the issued and outstanding shares of Common Stock held by the Principal Shareholders prior to the Merger were converted into the right to receive cash merger consideration, and all warrants held by the Principal Shareholders were cancelled and converted into the right to receive an amount specified by a formula calculation.  Therefore, as of October 24, 2007, Teachers does not hold any shares of Common Stock.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby restated in its entirety as follows:

 

(a)-(b)     As of the date of this Amendment, Teachers beneficially owns 0 shares of Common Stock, representing 0% of the outstanding Common Stock.  Neither Teachers nor, to the best of Teachers’ knowledge, any of the persons listed in Schedule A hereto beneficially owns any shares of Common Stock.

 

(c)           Neither Teachers nor, to the best of Teachers’ knowledge, any of the persons listed in Schedule A hereto has effected any transactions in the shares of Common Stock during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, other than the transactions described herein.

 

(d)           Not applicable.

 

(e)           Upon the closing under the Merger Agreement on October 24, 2007, Teachers ceased to be the beneficial owner of more than five percent of the outstanding Common Stock.

 

3



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

October 26, 2007

 

Date

 


ONTARIO TEACHERS’ PENSION PLAN
BOARD, an Ontario, Canada corporation

 

 

 

/s/  Claude Lamoureux

 

Signature

 


Claude Lamoureux/President and Chief Executive Officer

 

Name/Title

 

4



 

SCHEDULE A

 

Directors, Executive Officers and Controlling Persons of Ontario Teachers’ Pension Plan Board (“Teachers”),
each of whom is a citizen of Canada.

 

Name

 

Residence or Business Address

 

Occupation or Employment

Jill Denham
(Board member)

 

36 Bayview Wood
Toronto, ON M4N 1R7

 

Former Vice-Chair, CIBC Retail
Markets

 

 

 

 

 

Helen Kearns
(Board member)

 

71 Hudson Drive
Toronto, ON M4T 2K2

 

President of R.S. Bell & Associates

 

 

 

 

 

Hugh Mackenzie
(Board member)

 

418 Markham Street
Toronto, ON M6G 2L2

 

Economic Consultant

 

 

 

 

 

Louis Martel
(Board member)

 

Greystone Managed Investments Inc.
Canada Trust Tower, BCE Place

Toronto, ON M5J 2S1

 

Senior Vice-President, Greystone
Managed Investments Inc.

 

 

 

 

 

Guy Matte
(Board member)

 

7083 Notre-Dame
Orleans, ON K1C 1J1

 

Former Executive Director of the
Association des enseignantes et des
enseignants franco-ontariens

 

 

 

 

 

Eileen Mercier
(Chairperson)

 

One Post Road, PH #7
Toronto, ON M3B 3R4

 

President, Finvoy Management Inc.

 

 

 

 

 

Sharon Sallows
(Board member)

 

40 Edgar Avenue
Toronto, ON M4W 2A9

 

Partner, Ryegate Capital Corporation

 

 

 

 

 

William Swirsky
(Board member)

 

71 Constance Street
Toronto, ON M6R 1S5

 

Vice-President, Canadian Institute of
Chartered Accountants

 

 

 

 

 

Jean Turmel
(Board member)

 

Perseus Capital Inc.
1155 Metcalfe St., 1st floor
Montreal, Quebec H3B 5G2

 

President, Perseus Capital Inc.

 

 

 

 

 

Roger Barton

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, General Counsel &
Secretary of Teachers

 

 

 

 

 

Robert Bertram

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Executive Vice-President, Investments
of Teachers

 

 

 

 

 

John Brennan

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Human Resources &
Public Affairs of Teachers

 

 

 

 

 

Russ Bruch

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Investment Operations
& Chief Information Officer of
Teachers

 

 

 

 

 

Stephen Dowd

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Infrastructure of
Teachers

 

 

 

 

 

Zev Frishman

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Structured Portfolios &
External Managers of Teachers

 

 

 

 

 

Brian Gibson

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President, Public Equities
of Teachers

 

 

 

 

 

Dan Houle

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Business Solutions
Investment I&T of Teachers

 

 

 

 

 

Wayne Kozun

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Tactical Asset
Allocation of Teachers

 

 

 

 

 

Claude Lamoureux

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

President and Chief Executive Officer
of Teachers

 

 

 

 

 

Jim Leech

 

5650 Yonge Street, 5th Floor

 

CEO Designate, Teachers

 



 

 

 

Toronto, ON M2M 4H5

 

 

 

 

 

 

 

Peter Maher

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Audit Services of
Teachers

 

 

 

 

 

Rosemarie McClean

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President, Member
Services of Teachers

 

 

 

 

 

David McGraw

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President and Chief Financial
Officer of Teachers

 

 

 

 

 

Dean Metcalf

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Teachers’ Private
Capital of Teachers

 

 

 

 

 

Ron Mock

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Alternative Investments
of Teachers

 

 

 

 

 

Phil Nichols

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, IT Member Services of
Teachers

 

 

 

 

 

Neil Petroff

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Group Senior Vice-President
Investments of Teachers

 

 

 

 

 

Sean Rogister

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President, Fixed Income &
Tactical Asset Allocation of Teachers

 

 

 

 

 

Lee Sienna

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Teachers’ Private
Capital of Teachers

 

 

 

 

 

Andrew Spence

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President and Chief Economist of
Teachers

 

 

 

 

 

Erol Uzumeri

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President, Teachers’
Private Capital of Teachers

 

 

 

 

 

Alan Wilson

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Fixed Income Credit of
Teachers

 

 

 

 

 

Rosemary Zigrossi

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Venture Capital of
Teachers

 

 

 

 

 

Barb Zvan

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President, Asset Mix &
Risk of Teachers

 


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