SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ONTARIO TEACHERS PENSION PLAN BOARD

(Last) (First) (Middle)
5650 YONGE STREET
5TH FLOOR

(Street)
TORONTO A6 M2M 4H5

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAMSONITE CORP/FL [ SAMC.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/19/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/19/2004 P 4,110,045 A $0.35 4,110,045 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2003 Convertible Preferred Stock $0.42(1)(2) 04/19/2004 P 1,174 (3) (3) Common Stock 1,174(1)(2) $1,058.74(4) 44,059 D
Explanation of Responses:
1. The number of shares of Common Stock issuable upon conversion of the 2003 Convertible Preferred Stock will be equal to the quotient obtained by dividing (i) the sum of the Liquidation Value plus all accrued but unpaid dividends thereon by (y) the Conversion Price then in effect. "Liquidation Value" and "Conversion Price" have the meanings set forth in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 2003 Convertible Preferred Stock and Qualifications, Limitations and Restrictions Thereof (the "Certificate of Designation").
2. On April 19, 2004, the Liquidation Value of each share of 2003 Convertible Preferred Stock was approximately $1,058.74 and the Conversion Price was $0.42 and the amount of Common Stock underlying the securities reported in column 5 of Table II above was approximately 2,959,440 shares. The Conversion Price and the number of shares issuable upon conversion of the Preferred Stock will be subject to adjustment upon the occurrence of certain events as set forth in the Certificate of Designation.
3. Shares of 2003 Convertible Preferred Stock are convertible into shares of common stock from the date of issuance, July 31, 2003, and any time thereafter.
4. The per share purchase price of $1,058.74 is comprised of the face amount of the 2003 Convertible Preferred Stock of $1,000 per share and $58.74 representing the amount of the accrued and unpaid dividends thereon as of April 19, 2004, the date of payment of the purchase price.
/s/ Roger Barton, Vice President, General Counsel and Secretary 04/26/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.