| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SAMSONITE CORP/FL [ SAMC.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/03/2005 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.01 per share | 12/29/2004 | P | 4,933,959 | A | $0.5 | 24,477,118 | I | By Bain Capital (Europe) LLC(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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, par value $0.01 | $0.42 | 12/29/2004 | P | 1,928 | 12/29/2004(2) | (3) | Common Stock | 5,134,865(4) | $1,331.66(6) | 46,053 | I | By Bain Capital (Europe) LLC(1) | |||
| 1998 Warrant, convertible into 11.194 shares of Common Stock | $13.02 | 12/29/2004 | P | 5,000 | 12/29/2004(2) | 06/15/2010 | Common Stock | 55,970(5) | $0(7) | 5,000 | I | By Bain Capital (Europe) LLC(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Bain Capital Investors, LLC ("BCI") is the sole Manager of Bain Capital (Europe) LLC ("BCE") and has an indirect pecuniary interest in the Common Stock, Convertible Preferred Stock, and Warrants held in the name of BCE through its profit participation as the ultimate general partner of certain investment funds which are passive members of BCE. As a result, BCI may be deemed to have beneficial ownership of 24,477,118 shares of Common Stock, 46,053 shares of Convertible Preferred Stock, and 5,000 Warrants held directly by BCE. BCI expressly disclaims beneficial ownership of any shares of Common Stock, shares of Convertible Preferred Stock and any Warrants in which it does not have a pecuniary interest. |
| 2. The 2003 Convertible Preferred Stock is immediately convertible at the option of the holder. The Warrants are currently exercisable at the exercise price of $13.02 per share of Common Stock. |
| 3. There is no expiration date. |
| 4. Calculated by dividing face value and accrued dividends (through December 29, 2004) by the conversion price. |
| 5. Calculated by multiplying the number of Warrants (5,000) times the number of shares of Common Stock (11.194) issuable upon exercise of the Warrants. |
| 6. Purchase price per share of 2003 Convertible Preferred Stock was $1,331.66 (reflecting the $1,000 face amount per share plus further dividend accrual through December 29, 2004, the trade settlement date, the exercise price to convert the Preferred Stock and the value of the Common Stock). |
| 7. No value was allocated to the Warrants by the December 29, 2004 Purchase Agreement pursuant to which the securities disclosed in this Form 4 were transferred to the Reporting Person (the "Purchase Agreement"). The lack of such consideration reflects the fact that the exercise price of $13.02 per Common Share exceeds the current market price at which Common Shares are currently traded over the counter ($.90 per share of Common Stock as of Dec. 23, 2004). |
| Remarks: |
| This amended Form 4 is being filed to clarify the disclosure of Samsonite Corp. (SAMC.OB) interests reported by Bain Capital Investors LLC ("BCI") on past Form 4s. As described in footnote 1 to this Form 4-A, such interests were directly acquired by Bain Capital (Europe) LLC ("BCE") and are reportable by BCI due to its position as sole Manager of BCE and its indirect pecuniary interest in securities held by BCE through BCI's profit participation as the ultimate general partner of certain investment funds which are passive members of BCE. |
| Dwight Poler, Bain Capital Investors, LLC | 04/02/2005 | |
| Melissa Wong, Bain Capital (Europe) LLC | 04/02/2005 | |
| ** 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. | ||