**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

 
| **ý** | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                            |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** ** | ** **                                                                                                                                                                                                                                                                                     |
|       |       | **For the fiscal year ended January 31, 2006**                                                                                                                                                                                                                                            |
|       |       | ** **                                                                                                                                                                                                                                                                                     |
| **OR**     |
|       |       | ** **                                                                                                                                                                                                                                                                                     |
| **o**      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                        |
|       | ** ** | ** **                                                                                                                                                                                                                                                                                     |
| ** ** | ** ** | **For the transition period from                         to                    ** |

 

**Commission file number 0-23214**

 

**SAMSONITECORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    | ** ** | **36-3511556**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction  of incorporation or organization) | ** ** | (I.R.S. employer  identification no.) |
| ** **                                                      | ** ** | ** **                            |
| **11200 East 45th Avenue  Denver, Colorado**                    | ** ** | **80239**                             |
| (Address of principal executive offices)                        | ** ** | (Zip Code)                            |

 

Registrant’s telephone number, including area code: **(303) 373-2000**

 

Securities registered pursuant to Section 12(b) of the Act:**None**

 

Securities registered pursuant to Section 12(g) of the Act:

 

**Common Stock, par value $.01 per Share**(Title of class)

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.Yes  o No  ý

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.Yes  o No  ý

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days. Yes  ý No  o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicateby check mark whether the registrant is a large accelerated filer, an acceleratedfiler or a non-accelerated filer (as defined in Rule 12b-2 of the Act).See definition of “large filer” and “large accelerated filer” in Rule 12b-2of the Exchange Act. Large Accelerated Filer  o Accelerated Filer o  Non-accelerated Filer ý

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act). Yes  o No  ý

 

As of May 5, 2006, theregistrant had outstanding 227,159,626 shares of Common Stock, par value $.01per share. The aggregate market value of such Common Stock held bynon-affiliates of the registrant, based upon the closing sales price of theCommon Stock on July 31, 2005, as reported on the OTC Bulletin Board wasapproximately $66.3 million. Shares of Common Stock held by each officerand director and by each person who owns 10 percent or more of theoutstanding voting stock have been excluded in that such persons may bedeemed to be affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes.

 

**Documentsincorporated by reference:  ** The Annual Report on Form 10-K filed on behalf of the Company on May 16,2006 is incorporated by reference. 

 

 

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**INDEX**

 
| **PART III** | ** ** | ** **                                                                                                 |
|-------------------|------------|------------------------------------------------------------------------------------------------------------|
| ** **        | ** ** | ** **                                                                                                 |
| Item 10.          |       | Directors and Executive  Officers of the Registrant; Audit Committee and Audit Committee Financial  Expert |
|              |       |                                                                                                       |
| Item 11.          |       | Executive Compensation                                                                                     |
|              |       |                                                                                                       |
| Item 12.          |       | Security Ownership of  Certain Beneficial Owners and Management and Related Stockholder Matters            |
|              |       |                                                                                                       |
| Item 13.          |       | Certain Relationships and  Related Transactions                                                            |
|              |       |                                                                                                       |
| Item 14.          |       | Principal Accounting Fees  and Services                                                                    |
|              |       |                                                                                                       |
| **PART IV**  | ** ** | ** **                                                                                                 |
| ** **        | ** ** | ** **                                                                                                 |
| Item 15           |       | Exhibits                                                                                                   |
|              |       |                                                                                                       |
| Signature         |       |                                                                                                       |
|              |       |                                                                                                       |
| Certifications    |

 

**EXPLANATION FOR AMENDMENT**

 

Samsonite Corporation (the “Company”)is filing this Form 10-K/A in order to amend its Annual Report on Form 10-Kfor the fiscal year ended January 31, 2006 (which was filed on May 16,2006) (the “2006 Form 10-K”) to set forth the information required byitems 10, 11, 12, 13 and 14 under Part III of Form 10-K, because adefinitive proxy statement containing such information will not be filed within120 days after the end of the fiscal year covered by the Company’s original Form 10-Kfiling. This Form 10-K/A amends Part III of the Company’s original Form 10-Kfiling only, and all other portions of the Company’s original Form 10-Kfiling remain in effect.

 

**PART III**

 

**ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;AUDIT COMMITTEE AND AUDIT COMMITTEEFINANCIAL EXPERT**

 

**Directorsof the Company**

 

The Company’s directors andtheir ages as of April 30, 2006 are as follows:

 
| **Name**                    | ** ** | **Age** | ** ** | **Position**                                     | ** ** | **Term Expires** |
|-----------------------------|------------|---------|------------|--------------------------------------------------|------------|-----------------------|
| Marcello Bottoli            |       | 44      |       | President, Chief Executive Officer and  Director |       | 2006                  |
| Charles J. Philippin        |       | 56      |       | Non Executive Director                           |       | 2006                  |
| Fernando Grimaldi Quartieri |       | 46      |       | Non Executive Director                           |       | 2006                  |
| Antony P. Ressler           |       | 45      |       | Non Executive Director                           |       | 2006                  |
| Lee Sienna                  |       | 54      |       | Non Executive Director                           |       | 2006                  |
| Donald L. Triggs            |       | 62      |       | Non Executive Director                           |       | 2006                  |
| Richard T. Warner           |       | 47      |       | Non Executive Director                           |       | 2006                  |
| Melissa Wong Bethell        |       | 31      |       | Non Executive Director                           |       | 2006                  |
| Jeffrey B. Schwarz          |       | 32      |       | Non Executive Director                           |       | 2006                  |

 

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*Marcello Bottoli.*   Mr. Bottoli was appointed President and ChiefExecutive Officer in March 2004 and was appointed as a director ofSamsonite in September 2005. From 2001 to 2002, Mr. Bottoli wasChairman of the Board and Chief Executive Officer of Louis Vuitton, part ofthe LVMH group, a luxury consumer products company. From 1991 to 2001 he held severalmanagement roles at the Benckiser Group (now Reckitt Benckiser), a globalconsumer products company. At Benckiser, Mr. Bottoli worked in variouspositions in Spain, France, the Netherlands and the United Kingdom and became aManagement Board member and Executive Vice President of Benckiser as of 1993.He began his career with Procter & Gamble, in France and the UnitedStates, and prior to joining the Benckiser Group, spent two years with TheBoston Consulting Group, a diverse global business consulting firm, in the firm’sParis and Milan offices.

 

*Charles J. Philippin.*   Mr. Philippin became adirector of Samsonite in October 2003. Mr. Philippin has been aprincipal with GarMark Advisors, a mezzanine investment fund, since 2002. From2000 to 2002, Mr. Philippin was Chief Executive Officer of Online RetailPartners, an internet incubator company. From 1994 to 2000, Mr. Philippinheld several positions with Investcorp, a global investment group, includingserving as a member of its management committee, and was responsible forpost-acquisition monitoring and performance improvement for the firm’s U.S.portfolio. From 1974 to 1994, Mr. Philippin was with the public accountingfirm of Coopers & Lybrand (now PricewaterhouseCoopers), and was apartner of the firm from 1982 until 1994. Mr. Philippin serves on theboards and audit and compensation committees of Competitive Technologies, Inc.,CSK Auto Corporation and on the board and audit committee of Alliance LaundrySystems.

 

*Ferdinando Grimaldi Quartieri.*   Mr. Grimaldi became adirector of Samsonite in October 2003. Since 2002, Mr. Grimaldi hasbeen a Managing Director of Bain Capital, Ltd., a private investment firm basedin London. Prior to joining Bain Capital, Mr. Grimaldi was responsible forprivate equity investments at Investcorp International Limited for six yearsand was a member of the firm’s management committee from 1999 until 2002.

 

*Antony P. Ressler.*   Mr. Ressler became a director of Samsonite in July 2003.Mr. Ressler is the Managing Member of Ares Management, LLC, and serves asan Investment Committee member on all Ares funds. In 1997, Mr. Resslerco-founded Ares, an independent investment management firm with approximately$11 billion of committed capital under management. Ares specializes in managingassets in the private equity and leveraged finance markets. Mr. Resslerco-founded Apollo Management in 1990. Mr. Ressler oversaw Apollo’s capitalmarkets activities, focusing particularly on distressed and private equityinvestment opportunities originating as a result of day-to-day involvement inthe capital markets. Prior to 1990, Mr. Ressler served as a Senior VicePresident in the High Yield Bond Department of Drexel Burnham LambertIncorporated, with responsibility for the New Issue/Syndicate Desk. Mr. Resslerserves on the board of Allied Waste Industries, Inc. and several privatecompanies.

 

*Lee Sienna.*   Mr. Sienna became a director of Samsonite in October 2003.Mr. Sienna has been Vice President of the private equity group of OntarioTeachers’ Pension Plan Board since 2002. From 1998 to 2002, Mr. Sienna wasa partner at Calcap Corporate Finance Limited, a consulting firm specializingin mergers and acquisitions. From 1995 to 1998, Mr. Sienna was VicePresident, Corporate Development at Dairyworld Foods. Prior to 1995, Mr. Siennaheld various positions in management and corporate development for companies inthe beverage, food and entertainment industries.

 

*Donald L. Triggs.*   Mr. Triggs became a director of Samsonite in October 2003.Since 1993, Mr. Triggs has been the President, Chief Executive Officer anda Director of Vincor International, Inc., a global wine producer, retailerand distributor based in Ontario, Canada with wineries in Ontario and BritishColumbia in Canada, Washington State, California, Australia and New Zealand. InAugust 1989, Mr. Triggs became Chairman, Chief Executive Officer anda Director of Cartier Wines & Beverage Corporation, which becameVincor International in 1992 as a result of a merger.

 

*Richard T. Warner.*   Mr. Warner became a director of Samsonite in October 2003.Since 2006, Mr. Warner has been a principal with GarMark Advisors. From 2004, Mr. Warnerhas been a founding partner of Hemisphere One, a global investment firm focusedon lifestyle brands. From 1994 to 2003, Mr. Warner served in severalsenior capacities at Investcorp, a global investment group. From 1999 to 2002he was head of Investcorp’s European business, responsible for the firm’sEuropean private equity activities. Mr. Warner also led Investcorp’sreview of various global strategic options. In addition, he served as a memberof the firm’s Coordinator’s Committee (global operating board of Investcorp),Commitment Committee

 

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(controls Investcorp’sglobal capital commitments) and Budget and Expense Review Committee (controlsInvestcorp’s operating expenses).

 

*Melissa Wong Bethell.*   Ms. Bethell became adirector of Samsonite in September 2005. Ms. Bethell is a principalwith Bain Capital, Ltd., responsible for private equity investments since 1999.Prior to joining Bain Capital, Ms. Bethell worked at Goldman Sachs, in theFixed Income Capital Markets division, where she covered consumer products,financial services and technology companies in the United States and Australia.

 

*Jeffrey B. Schwartz.*   Mr. Schwartz became adirector of Samsonite in September 2005. Mr. Schwartz is a vicepresident in the Private Equity Group of Ares. Prior to joining Ares in 2004, Mr. Schwartzwas an investment banker at Lehman Brothers in the Financial Sponsor groupsince 2000. Mr. Schwartz also serves on the board of directors ofTinnerman Palnut Engineered Products, Inc.

 

**ExecutiveOfficers of the Company**

 

The Company’s executiveofficers and their ages as of April 30, 2006 are as follows:

 
| **Name**         | ** ** | **Age** | ** ** | **Position**                                                        |
|------------------|------------|---------|------------|---------------------------------------------------------------------|
| Richard H. Wiley |       | 49      |       | Chief Financial Officer,  Treasurer and Secretary                   |
| Thomas Korbas    |       | 54      |       | President—The Americas                                         |
| Giuseppe Fremder |       | 53      |       | President—Samsonite S.p.A.                                     |
| Marc Matton      |       | 57      |       | Chief Supply Officer                                                |
| Arne Borrey      |       | 43      |       | President—Europe, Middle  East and Africa                      |
| Shashi S. Dash   |       | 62      |       | President—Asia Pacific  Region                                 |
| Deborah Rasin    |       | 39      |       | Vice President—Legal,  General Counsel and Assistant Secretary |
| Ramesh Tainwala  |       | 46      |       | Chief Operating Officer of  Samsonite South East Asia Pvt. Ltd.     |
| Annick Desmecht  |       | 38      |       | Chief Marketing Officer                                             |
| Quentin Mackay   |       | 35      |       | Creative Director                                                   |

 

*Richard H. Wiley*.    Mr. Wiley has been Chief Financial Officer,Treasurer and Secretary of Samsonite since March 1998. From 1995 to 1998, Mr. Wileywas Chief Financial Officer of the Americas division of Samsonite and AssistantTreasurer. Prior to joining Samsonite, from 1994 to 1995, Mr. Wiley was anaudit and consulting senior manager with BDO Seidman, an international publicaccounting firm. From 1982 to 1994, Mr. Wiley was with KPMG LLP, workingin the audit and consulting areas.

 

*Thomas Korbas*.    Mr. Korbas was appointed President of theAmericas Division of Samsonite in October 2004. Prior to that, since 2000,Mr. Korbas was Vice President/General Manager of U.S. Wholesale. From 1995to 2000, he served as Vice President/General Manager and Vice President ofSales and Marketing for U.S. Non-Traditional business and Vice President ofOperations. From 1994 to 1995, Mr. Korbas was Vice President/GeneralManager of Legacy Luggage Inc., a division of Samsonite, designing, sourcing,and selling private label luggage. From 1979 to 1994, Mr. Korbas was Sr.Vice President of Operations, Vice President of Sourcing, Director ofManufacturing, and Engineering Manager for American Tourister.

 

*Giuseppe Fremder*.    Mr. Fremder has served as President ofSamsonite S.p.A., or Samsonite Italy, Samsonite’s Italian subsidiary, since October 1997.In addition, Mr. Fremder has served as Managing Director of Samsonite Italyand its predecessor, Samsonite Italy Srl., since it was founded in 1984. In2004, Mr. Fremder was appointed President of Samsonite’s Global LicensingIn & Out division, and in 2000 was appointed President of SamsoniteBlack Label, the world-wide fashion division of Samsonite.

 

*Marc Matton*.    Mr. Matton was appointed Chief Supply Officerof Samsonite in July 2004. Prior to that, Mr. Matton served asPresident and Managing Director of Samsonite Europe N.V., or Samsonite Europe,from November 2000, was Vice President Marketing and Sales at SamsoniteEurope from 1995 to 2000, and additionally,

 

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was General Manager SoftsideDivision beginning in 1998. From 1991 until 1995, Mr. Matton served asSales Director for Samsonite Europe.

 

*Arne Borrey*.    Mr. Borrey was appointed President Europe,Middle East and Africa in July 2004 and is responsible for Samsonitebusiness in these regions. From 2001 to 2004, he was Vice President ofMarketing and Sales for Samsonite Europe. Mr. Borrey started his careerwith Samsonite in 1987 as Product Planner and subsequently became ProductManager Softside. From 1990 until 1993 he worked in Spain as Marketing andSales Manager. In Oudenaarde, Belgium, he took up the position of ManagerLegacy Division and was named Sales Director Europe in 1995, a position he helduntil 2001.

 

*Shashi S. Dash*.    Mr. Dash has been Samsonite’s President forits Asia Pacific region since January 2004. Prior to that, and since 1999,Mr. Dash was Vice President — General Manager for Samsonite’s Asia Pacificregion. From 1996 to 1999, he was Executive Director, Marketing, for SamsoniteIndia Limited. From 1994 to 1996, Mr. Dash was with Real Value Appliancesas Director and Board Member, International, based in Hong Kong. Earlier in hiscareer, Mr. Dash was with Blowplast and Aristocrat in India, involved inthe building of luggage brands such as “VIP” (as Marketing Director and thenPresident) and “Aristocrat” (as Managing Director) that are today householdnames in India.

 

*Deborah Rasin*.    Ms. Rasin was appointed Vice President —Legal, General Counsel and Assistant Secretary in February 2006. Ms. Rasinhas practised corporate and commercial law for 14 years. From 1997 untiljoining Samsonite, Ms. Rasin was an attorney at General Motors Corporation(in Zurich, Switzerland and Detroit, Michigan) where she advised on a myriad ofcommercial and international transactions, and served as business unit counseland general counsel for various General Motors business units and subsidiaries.Prior to that, Ms. Rasin worked in law firms in Washington, Hong Kong andTel Aviv. Ms. Rasin received her J.D. from Harvard Law School and isadmitted to the bar in California, Washington, D.C. and Michigan.

 

*Ramesh Tainwala*.    Mr. Tainwala has been Chief Operating Officerof Samsonite South East Asia Private Limited since June 2000. Prior tothat, Mr. Tainwala was Managing Director from November 1995 throughhis appointment as Chief Operating Officer. As the head of Samsonite’s Indianoperations, he is responsible for Samsonite’s manufacturing operation in Indiaas well as its marketing and sales in the region of South Asia. His primaryresponsibility involves establishing the strategic and tactical direction forSamsonite in South Asia.

 

*Annick Desmecht*.    Ms. Desmecht was appointed Chief MarketingOfficer in March 2005. From 2001 to 2005, Ms. Desmecht was theMarketing Director for the Beauty Care business of Procter & GambleCo. in Central and Eastern Europe, Middle East and Africa. From 1997 to 2000,she was Marketing Manager for the Feminine Care business of Procter &Gamble for Russia and the Ukraine, based in Moscow.

 

*Quentin Mackay*.    Mr. Mackay was appointed Creative Director in February 2005,responsible for the direction and coordination of Samsonite’s design strategy.From 2002 to 2005, Mr. Mackay was the chief designer for Tanner Krolle, anEnglish luxury leather brand maker of bags and accessories. From 2000 to 2002, Mr. Mackaywas a general accessory designer with Loewe, in Madrid, Spain.

 

TheCompany’s executive officers are elected by and serve at the discretion of theBoard of Directors.

 

**AuditCommittee and Audit Committee Expert of the Company**

 

TheCompany has a standing audit committee (“Audit Committee”) established inaccordance with Section 3(a)(58)(a) of the Securities Exchange Act of1934, as amended (the “Exchange Act”). The Audit Committee is primarilyconcerned with the effectiveness of the Company’s accounting policies andpractices, financial reporting and internal controls. The Audit Committee isauthorized (i) to make recommendations to the Board of Directors regardingthe engagement of the Company’s independent auditors, (ii) to review theplan, scope and results of the annual audit, the independent auditors’ letterof comments and management’s response thereto, (iii) to approve all auditand non-audit services, (iv) to review Company policies and procedureswith respect to internal accounting and financial controls, and (v) toreview any changes in accounting policy. The current members of the AuditCommittee are Charles J. Philippin, Donald L. Triggs and Richard T. Warner,each of whom is a non-executive director and is considered by the Company to beindependent of management for purposes of the U.K. Combined

 

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Code on Corporate Governance(the “Combined Code”). The Board of Directors has determined that Mr. Philippinqualifies as an “audit committee financial expert” as defined by the rules ofthe Commission.

 

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) ofthe Exchange Act requires the Company’s directors and executive officers andpersons who own more than 10% of a registered class of the Company’sequity securities (“principal stockholders”) to file with the Commissioninitial reports of ownership and reports of changes in ownership of equitysecurities of the Company. Officers, directors and principal stockholders arerequired to furnish the Company with copies of all Section 16(a) formsthey file.

 

Tothe Company’s knowledge, based solely on review of the copies of the Section 16(a) reportsfurnished to the Company for fiscal year 2006, all required reports were timelyfiled, except in the following instances: (1) Quentin Mackay who is anexecutive officer of the Company filed a late Form 3 and 4 reporting hisappointment as an executive officer of the Company and the receipt of a stockoption grant, respectively, (2) Melissa Bethell who is a director of theCompany, filed a late Form 3 at the time she was appointed director of theCompany; and (3) Marcello Bottoli who is the Chief Executive Officer,filed a late form 4 reporting the receipt of a stock option grant; and (4) AresCorporation, and Bain Capital (Europe) LLC (“Bain Capital”) which are greaterthan 10% stockholders of the Company filed late Form 4s on February 2,2006, and December 8, 2005, respectively, for the purchase of preferredstock.

 

**Code ofEthics**

 

The Company has adopted a code of ethics that applies to the Company’sprincipal executive officer, principal financial officer, principal accountingofficer or controller, and persons performing similar functions (the “Codes ofEthical Conduct”). On May 16, 2005, the Company amended the Codes ofEthical Conduct to, among other things, make provision for the code to apply tosenior financial officers at subsidiaries of the Company, and contain thepledge of each signing officer to report known or suspected violations of theCodes of Ethical Conduct to the Audit Committee of the Company’s Board ofDirectors.

 

**ITEM 11. EXECUTIVE COMPENSATION**

 

**SummaryCompensation Table**

 

The tablebelow sets forth, for each of the fiscal years shown, the compensation paid orawarded for services rendered in all capacities to the Company’s (a) ChiefExecutive Officer, and (b) the four next most highly compensated executiveofficers serving in such capacity as of the end of fiscal year 2006, whichgroup includes the Chief Financial Officer.

 
| ** **                       | ** **   | ** **       | ** **   | **Annual Compensation (1)** | ** **   | ** **         | ** **   | **Long-Term  Compensation  Awards**      | ** **   |
|----------------------------------|--------------|------------------|--------------|---------------------------------------|--------------|--------------------|--------------|------------------------------------------|--------------|
| **Name/Principal  Position**     | ** **   | **Fiscal  Year** | ** **   | **Salary ($)**                   | ** **   | **Bonus ($)** | ** **   | **Other Annual  Compensation  ($)** | ** **   | **Securities  Underlying  Options (number)** | ** ** | **All Other  Compensation  ($)(1)** | ** ** |
| ** **                       | ** **   | ** **       | ** **   | ** **                            | ** **   | ** **         | ** **   | ** **                               | ** **   | ** ** | ** ** | ** ** | ** ** |
| ***Executive Director***         | *** *** | *** ***     | *** *** | *** ***                          | *** *** | *** ***       | *** *** | *** ***                             | *** *** | *** *** | *** *** | *** *** | *** *** |
| Marcello Bottoli(2)              |         |             |         |                                  |         |               |         |                                     |         |   |   |   |   |
| Chief Executive                  |         | 2006             |         | 513,286                               |         | 810,137            |         | 61,863(4                                 | )            | — |   | 87,428 | (5) |
| Officer and  President           |         | 2005             |         | 446,609                               |         | 784,800            |         | 67,080(4                                 | )            | 30,000,000 |   | 20,076 | (5) |
|                             |         |             |         |                                  |         |               |         |                                     |         |   |   |   |   |
| ***Certain Executive Officers*** | *** *** | *** ***     | *** *** | *** ***                          | *** *** | *** ***       | *** *** | *** ***                             | *** *** | *** *** | *** *** | *** *** | *** *** |
| Richard H.  Wiley                |         |             |         |                                  |         |               |         |                                     |         |   |   |   |   |
| Chief  Financial                 |         | 2006             |         | 345,000                               |         | 226,797            |         | 4,119(6                                  | )            | — |   | 21,064 | (7) |
| Officer,  Treasurer and          |         | 2005             |         | 318,750                               |         | 185,438            |         | 7,723(6                                  | )            | 6,000,000 |   | 20,597 | (7) |
| Secretary                        |         | 2004             |         | 300,000                               |         | 617,195(3          | )            | —                                   |         | — |   | 18,458 | (7) |
| Thomas  Korbas                   |         | 2006             |         | 279,000                               |         | 182,729            |         | 7,384(8                                  | )            | — |   | 16,889 | (9) |
| President,  Samsonite —     |         | 2005             |         | 254,347                               |         | 138,105            |         | 7,984(8                                  | )            | 3,000,000 |   | 16,759 | (9) |
| The Americas                     |         | 2004             |         | 237,912                               |         | 398,714(3          | )            | —                                   |         | — |   | 15,231 | (9) |
| Marc Matton                      |         | 2006             |         | 316,917                               |         | 208,336            |         | 24,413(10                                | )            | — |   | 33,293 | (11) |
| Chief Supply  Officer            |         | 2005             |         | 312,451                               |         | 164,301            |         | —                                   |         | 3,000,000 |   | 30,945 | (11) |
|                             |         | 2004             |         | 266,882                               |         | 286,975(3          | )            | —                                   |         | — |   | 28,116 | (11) |
| Giuseppe  Fremder                |         | 2006             |         | 291,610                               |         | 230,467            |         | 32,465(12                                | )            | — |   | 34,857 | (13) |
| President,  Samsonite            |         | 2005             |         | 264,684                               |         | 107,859            |         | 39,748(12                                | )            | 3,000,000 |   | 35,650 | (13) |
| S.p.A.                           |         | 2004             |         | 240,545                               |         | 160,923(3          | )            | —                                   |         | — |   | 31,456 | (13) |

 

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(1)                                  Someor all of the compensation of certain executives may have been paid ineuros during the 2006, 2005 and 2004 fiscal years. Amounts, to the extentoriginally denominated in euros, have been converted to U.S. Dollars at averageconversion rates of 1.244, 1.250 and 1.136 U.S. Dollars to the euro for theyears ended January 31, 2006, 2005 and 2004, respectively.

 

(2)                                  Mr. Bottoli’semployment with Samsonite began in March 2004.

 

(3)                                  Includesa non-recurring bonus amount awarded in connection with the Company’s 2003fiscal year performance and the Company’s July 31, 2003 recapitalization.

 

(4)                                  For2006 includes $23,876 for housing allowance, $18,573 of reimbursed legalexpenses in connection with compensation agreements, and $19,414 for automobilelease payments. For 2005 includes $18,213 for housing allowance, $24,369 ofreimbursed legal expenses in connection with compensation agreements, and$17,250 for automobile lease payments.

 

(5)                                  Includesamounts paid out to Mr. Bottoli under the Bottoli Agreement as if he werea participant in the Company’s 401(k) plan ($6,500 and $7,000 for 2005 and2006, respectively) and the Samsonite Employee Retirement Income Plan and theSupplementary Executive Retirement Plan ($14,576 and $67,408 for 2005 and 2006,respectively) and medical insurance premiums of $6,413 and $13,020 for 2005 and2006, respectively.

 

(6)                                  Comprisedof automobile lease payments.

 

(7)                                  For2006 includes $15,814 for life and medical insurance premiums and $5,250 paidto Mr. Wiley’s account in the Company’s 401(k) plan. For 2005 includes$14,447 for life and medical insurance premiums and $6,150 paid to Mr. Wiley’saccount in the Company’s 401(k) plan. For 2004 includes $12,458 for life andmedical insurance premiums and $6,000 paid to his account in the Company’s401(k) plan.

 

(8)                                  Comprisedof automobile lease payments.

 

(9)                                  For2006 includes $11,639 for life and medical insurance premiums and $5,250 paidto Mr. Korbas’ account in the Company’s 401(k) plan. For 2005 includes$10,609 for life and medical insurance premiums and $6,150 paid to Mr. Korbas’account in the Company’s 401(k) plan. For 2004 includes $9,213 for life andmedical insurance premiums and $6,018 paid to his account in the Company’s401(k) plan.

 

(10)                            For2006 is comprised of $24,413 for automobile lease payments.

 

(11)                            Mr. Mattonparticipates in an employee benefit arrangement available to Company employeeslocated in Belgium, which combines retirement and life insurance benefits basedon salary. An amount is contributed by the Company on behalf of such employeesin order to purchase insurance contracts that contain both a life insurance andretirement pension provision. For 2004, 2005 and 2006, all other compensationconsisted of payments pursuant to this employee benefit arrangement.

 

(12)                            For2006 includes $20,891 for automobile lease payments and $11,574 for automobileoperating expenses. For 2005 includes $22,800 for automobile lease payments and$16,948 for automobile operating expenses.

 

(13)                            For2006 is comprised of $17,354 for life and medical insurance premiums and$17,503 in premiums for pension insurance for Mr. Fremder. For 2005includes $18,441 for life and medical insurance premiums and $17,209 inpremiums for pension insurance. For 2004 includes $16,228 for life and medicalinsurance premiums and $15,228 in premiums for pension insurance.

 

**OptionsGranted**

 

Thefollowing table presents information concerning individual grants of options topurchase Shares made during fiscal year 2006 to the Company’s (a) ChiefExecutive Officer and (b) the four next most highly compensated executiveofficers serving in such capacity as of the end of fiscal year 2006, whichgroup includes the Chief Financial Officer.

 

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**Option Grants in Last Fiscal Year**

 
| ** **        | ** ** | ** **         | ** ** | **Percent of** | ** ** | ** **          | ** ** | ** **     | ** ** | ** **                                                  | ** ** |
|-------------------|------------|--------------------|------------|---------------------|------------|---------------------|------------|----------------|------------|-------------------------------------------------------------|------------|
| ** **        | ** ** | ** **         | ** ** | **|Total**          | ** ** | ** **          | ** ** | ** **     | ** ** | ** **                                                  | ** ** |
| ** **        | ** ** | **Number of** | ** ** | **Options**         | ** ** | ** **          | ** ** | ** **     | ** ** | **Potential Realized Value at Assumed** | ** ** |
| ** **        | ** ** | **Securities**     | ** ** | **Granted to** | ** ** | **Exercise**        | ** ** | ** **     | ** ** | **Annual Rates of Stock Price**         | ** ** |
| ** **        | ** ** | **Underlying**     | ** ** | **Employees**       | ** ** | **or**              | ** ** | ** **     | ** ** | **Appreciation**                                            | ** ** |
| ** **        | ** ** | **Options**        | ** ** | **in Fiscal**  | ** ** | **Base Price** | ** ** | **Expiration** | ** ** | **for Option Term(1)**                            | ** ** |
| **Name**          | ** ** | **Granted**        | ** ** | **Year**            | ** ** | **($ /Sh.)**   | ** ** | **Date**       | ** ** | **0%($)**                                                   | ** ** | **5%($)** | ** ** | **10%($)** | ** ** |
| ** **        | ** ** | ** **         | ** ** | ** **          | ** ** | ** **          | ** ** | ** **     | ** ** | ** **                                                  | ** ** | ** ** | ** ** | ** ** | ** ** |
| Marcello  Bottoli |       | —             |       | —              |       | —              |       | —         |       | —                                                      |       | — |   | — |   |
| Richard H.  Wiley |       | 6,000,000          |       | 15.3                | %          | $                   | 0.665      | (2)(3)         | 3/17/2015  | (2)                                                         | —     |   | 2,509,290 |   | 6,359,032 |   |
| Thomas  Korbas    |       | 3,000,000          |       | 7.7                 | %          | $                   | 0.665      | (2)(3)         | 3/17/2015  | (2)                                                         | —     |   | 1,254,645 |   | 3,179,516 |   |
| Marc Matton       |       | 3,000,000          |       | 7.7                 | %          | $                   | 0.525      | (2)(4)         | 3/17/2015  |                                                        | 420,000    |   | 1,674,645 |   | 3,599,516 |   |
| Giuseppe  Fremder |       | 3,000,000          |       | 7.7                 | %          | $                   | 0.525      | (2)(4)         | 3/17/2015  |                                                        | 420,000    |   | 1,674,645 |   | 3,599,516 |   |

 

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(1)                                  Calculatedbased on assumed annual increases of market price from closing price of shareson date of grant to the end of the option term, compounded annually. Assumedrates of stock price appreciation are for illustrative purposes only and do notreflect actual or forecasted rates of stock price appreciation.

 

(2)                                  Optioncancelled and reissued on March 17, 2005, at an exercise price of $0.665per share, expiring March 17, 2015.

 

(3)                                  Eachoption grant is divided equally into Tier One options and Tier Two options,with each tier vesting subject to continued employment. Tier One: 20% are exercisableon the grant date, with an additional 20% vesting on each anniversary of thegrant date thereafter until all Tier One options are vested. Tier Two: 25%shall become exercisable on the second anniversary of March 1, 2004, withan additional 25% vesting on each anniversary of the grant date thereafteruntil all Tier Two options are vested. All options will vest in full upon achange in control.

 

(4)                                  Option cancelled andreissued on March 17, 2005, at an exercise price of $0.525 per share,expiring March 17, 2015.

 

**OptionsHeld As of January 31, 2006**

 

The followingtable discloses, for the Company’s (a) Chief Executive Officer and (b) thefour next most highly compensated executive officers serving in such capacityas of the end of fiscal year 2006, which group includes the Chief FinancialOfficer, information regarding stock options that were held as of January 31,2006.

 

**Aggregated Option Exercises as of January 31,2006**

 
| ** **        | ** ** | **Shares**      | ** ** | ** **          | ** ** | **Number of Securities**          | ** ** | **Value of Unexercised**                      | ** ** |
|-------------------|------------|-----------------|------------|---------------------|------------|---------------------------------------------|------------|---------------------------------------------------------|------------|
| ** **        | ** ** | **Acquired**    | ** ** | ** **          | ** ** | **Underlying Options as of** | ** ** | **in-the-money Options**                           | ** ** |
| ** **        | ** ** | **On**          | ** ** | **Value**           | ** ** | **January 31, 2006**              | ** ** | **as of January 31, 2006 ($)** | ** ** |
| **Name**          | ** ** | **Exercise(#)** | ** ** | **Realized $** | ** ** | **Exercisable**                             | ** ** | **Unexercisable**                                       | ** ** | **Exercisable** | ** ** | **Unexercisable(1)** | ** ** |
| Marcello  Bottoli |       | —          |       | —              |       | 6,000,000                                   |       | 24,000,000                                              |       | 765,000 |   | $ | 3,060,000 |   |
| Richard H.  Wiley |       | —          |       | —              |       | 689,011                                     |       | 5,478,750                                               |       | 87,000 |   | 783,000 |   |
| Thomas  Korbas    |       | —          |       | —              |       | 339,367                                     |       | 2,700,000                                               |       | 43,500 |   | 391,500 |   |
| Marc Matton       |       | —          |       | —              |       | 342,957                                     |       | 2,752,500                                               |       | 85,500 |   | 769,500 |   |
| Giuseppe  Fremder |       | —          |       | —              |       | 337,195                                     |       | 2,700,000                                               |       | 85,500 |   | 769,500 |   |
|                   |            |                 |            |                     |            |                                             |            |                                                         |            |  |  |  |  |  |

 

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(1)                                  Totalvalue of options based on fair market value of common stock of $0.81 as of January 31,2006.

 

**PensionPlans**

 

The U.S.executives are participants in the Samsonite Employee Retirement Income Plan(the “Samsonite Pension Plan”) and certain of the executives participate in theSupplementary Executive Retirement Plan (the

 

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“SERP”). TheSamsonite Pension Plan is a qualified defined benefit plan which providesbenefits to the participants retiring at normal retirement age calculated basedon years of service and average compensation (as defined by the pension plan),net of offsets for Social Security benefits. The SERP, which is a nonqualifiedunfunded plan, was adopted on December 1, 1995 and provides to eligibleexecutives retirement benefits on compensation and benefits in excess ofInternal Revenue Code maximums for qualified plans.

 

The followingtable shows the estimated hypothetical annual benefits payable pursuant to theSamsonite Pension Plan and the SERP to persons retiring at their normalretirement age in specified eligible compensation and years of serviceclassifications.

 
| ** **       | ** ** | **Years of Service** | ** ** |
|------------------|------------|--------------------------------|------------|
| **Remuneration** | ** ** | **15**                         | ** ** | **20** | ** ** | **25** | ** ** | **30** | ** ** | **35** | ** ** |
| $                | 125,000    |                           |       | 22,625 |   | 30,167 |   | 37,709 |   | 45,250 |   | 53,403 |   |
| 150,000          |       |                           | 28,250     |   | 37,667 |   | 47,084 |   | 56,500 |   | 66,528 |   |
| 175,000          |       |                           | 33,875     |   | 45,167 |   | 56,459 |   | 67,750 |   | 79,653 |   |
| 200,000          |       |                           | 39,500     |   | 52,667 |   | 65,834 |   | 79,000 |   | 92,778 |   |
| 225,000          |       |                           | 45,125     |   | 60,167 |   | 75,209 |   | 90,250 |   | 105,903 |   |
| 250,000          |       |                           | 50,750     |   | 67,667 |   | 84,584 |   | 101,500 |   | 119,028 |   |
| 300,000          |       |                           | 62,000     |   | 82,667 |   | 103,334 |   | 124,000 |   | 145,278 |   |
| 400,000          |       |                           | 73,250     |   | 97,667 |   | 122,084 |   | 146,500 |   | 171,528 |   |
| 450,000          |       |                           | 73,250     |   | 97,667 |   | 122,084 |   | 146,500 |   | 171,528 |   |
| 500,000          |       |                           | 73,250     |   | 97,667 |   | 122,084 |   | 146,500 |   | 171,528 |   |
| 550,000          |       |                           | 73,250     |   | 97,667 |   | 122,084 |   | 146,500 |   | 171,528 |   |
| 600,000          |       |                           | 73,250     |   | 97,667 |   | 122,084 |   | 146,500 |   | 171,528 |   |

 

Compensationcovered by the above Plans is total cash compensation paid, including anyamount contributed under a Section 401(k) plan. The benefits shown aboveare payable on a life annuity basis and are calculated prior to the applicationof any offset amounts.

 

Mr. Wileyhas accrued ten years of service credit under the Samsonite Pension Plan andthe SERP. Mr. Korbas has accrued 26 years of service credit under theSamsonite Pension Plan.

 

**Directors’Compensation**

 

Eachmember of the Board of Directors, other than a director employed by theCompany, is entitled to receive a fee of $30,000 per annum for serving on theBoard of Directors, a fee of $1,250 per Board meeting attended and a fee of$1,000 per committee meeting attended. In addition, the chairperson of theAudit Committee receives an additional chair fee of $10,000 per annum and thechairpersons of all of the other committees of the Board receive an additionalchair fee of $5,000 per annum.

 

**EmploymentContracts and Termination of Employment and Change-in-Control Arrangements**

 

Below is asummary of the key provisions of the service agreements and related agreementsfor the Company’s (a) Chief Executive Officer, and (b) four next mosthighly compensated executive officers serving in such capacity as of the end offiscal year 2006, which group includes the Chief Financial Officer. There arecurrently no written service agreements with the Company’s non-executivedirectors.

 

**EmploymentAgreements, Severance Letter Agreement and Consulting Agreement**

 

***Marcello Bottoli Employment Agreement.***TheCompany entered into an Employment Agreement with Mr. Bottoli effective asof March 3, 2004, and amended and restated as of May 11, 2005 (the “BottoliAgreement”). The Bottoli Agreement will continue for an indefinite period,provided that the agreement shall terminate immediately upon either Mr. Bottoli’sdeath or disability or upon the Board’s good faith determination that Mr. Bottolishould be terminated for cause, and the agreement shall terminate upon 45 daysprior written notice of either Mr. Bottoli’s resignation or the Board’sgood faith determination that Mr. Bottoli should be terminated withoutcause. Under the Bottoli Agreement, Mr. Bottoli is obligated to devotefull time to the affairs of the Company, except that he may spend up toseven days per year on activities related to service on the board of directorsof Ratti S.p.A., an Italian company. The Bottoli Agreement provides for an annualbase salary of €300,000, which shall be

 

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subject toannual review by the Board. This has been reviewed by the Board of Directorsand raised to €400,000 per annum. Mr. Bottoli is also eligible to receivean annual bonus of up to €600,000 based on the Board’s assessment of Mr. Bottoli’sperformance as measured against performance targets to be agreed upon betweenthe Board and Mr. Bottoli on an annual basis. This has been reviewed bythe Board of Directors and Mr. Bottoli’s bonus may now exceed the capcontained in the Bottoli Agreement, subject to his achievement of theperformance targets agreed upon between the Board and Mr. Bottoli. Mr. Bottolidoes not participate in the Samsonite Pension Plan, the SERP or the Samsonite401(k) savings plan. However, the Bottoli Agreement provides that Mr. Bottoliwill receive each year an amount equal to the sum of: (i) the amount hewould otherwise accrue if he did participate in the Samsonite Pension Plan andthe SERP (provided that for the purposes of such calculation, no compensationmaximum limits will apply and he will be deemed to have a base salary equal tohis then current salary plus €100,000); plus (ii) in lieu of 401(k) planparticipation, $6,500 for 2004, $7,000 for 2005, $7,500 for 2006, and $7,500indexed for inflation for years after 2006. Mr. Bottoli may beobligated to repay to the Company a percentage of the payments described in theprior sentence, if prior to March 3, 2009, his employment terminates otherthan in connection with the bankruptcy of the Company. In such event, Mr. Bottoliwould be required to repay 80% of such amount if his employment terminates onor after March 3, 2005, with the repayment percentage declining 20% peryear, to 0% if his employment terminates on or after March 3, 2009.

 

The BottoliAgreement contains a provision stating that it is the parties’ intent that theCompany nominate Mr. Bottoli to the Board of Directors at all regularelections of Directors occurring during his employment. The StockholdersAgreement (as defined in Item 14 below) contains a similar provision requiringthe parties thereto to take action to cause the Chief Executive Officer to beelected to the Board of Directors, subject to any then applicable requirementsof any securities exchange or regulatory authority. The Bottoli Agreementprovides that if the Company terminates Mr. Bottoli’s employment withoutcause (other than as a result of his disability), it is required to pay Mr. Bottoliseverance compensation in an amount equal to 24 months of his base salary and18 months of his bonus, in each case calculated as the average of Mr. Bottoli’sbase salary and bonus during the previous three-year period. In the event ofany termination, the Company is obligated to pay Mr. Bottoli (or hisestate, as applicable) any bonus amounts to which Mr. Bottoli is entitled.The Bottoli Agreement provides that during Mr. Bottoli’s employment withthe Company and for a period of one year thereafter, he shall not engage in anybusiness activity that is in competition with any of the businesses in whichthe company engages or in which it has made preparations to engage, in any ofthe geographic areas in which the Company conducted business during the oneyear preceding or the one year following the termination of employment. Inaddition, during the non-compete period, Mr. Bottoli will not in any wayinterfere with the relationship between the Company and any employee ormaterial customer, supplier or other business relation, or hire any personknown to him to have been a Company employee during the 12 months prior totermination. Unless Mr. Bottoli’s employment is terminated for cause, theCompany is obligated to pay Mr. Bottoli a non-compete payment, in additionto any other termination payments, which will cease on the earlier of theCompany’s written election to Mr. Bottoli terminating his non-competeobligations, Mr. Bottoli’s acceptance of alternative employment withcompensation equal or greater than his prior year’s base salary (which does notviolate his non-compete obligations), or the end of the non-compete period. If Mr. Bottoliis terminated without cause, the non-compete payment, to be paid monthly, willbe equal to a pro rata portion of his annual salary, calculated as the averageof his salary during the previous three-year period. If Mr. Bottoliresigns (with or without good reason, as defined in the Bottoli Agreement), thenon-compete payment, paid monthly, will be equal to a pro rata portion of hisannual salary, calculated as the average of his salary during the previousthree-year period, plus (provided that Mr. Bottoli still owns any Sharesor shares of preferred stock) the greater of his average bonus during theprevious three-year period or 50% of his allocated bonus.

 

On May 11,2005, Samsonite Europe and Mr. Bottoli executed a Management Agreement,with an effective date of June 25, 2004 (the “Management Agreement”), andin connection therewith, on May 12, 2005, Mr. Bottoli and the Companyexecuted a letter of understanding regarding the Management Agreement. Underthe Management Agreement, Mr. Bottoli serves as managing director ofSamsonite Europe, in charge of the day-to-day management of Samsonite Europeand its subsidiaries, in exchange for an annual management fee of €100,000. In June 2004,the Company paid Mr. Bottoli a sign-on bonus of €33,333, which was anadvance against the management fee. The Management Agreement provides thatSamsonite Europe will provide an automobile for Mr. Bottoli’s business usewith aggregate annual expenses not to exceed €25,000, and during such time ashis place of work is Oudenaarde, Belgium, Samsonite Europe will (i) rentan apartment for his use with annual expenses not to exceed €25,000; and (ii) reimbursehim for professional travel to and from Oudenaarde in an aggregate amount notto exceed €25,000 annually. The Management Agreement provides for group medicalinsurance and for the participation of

 

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Mr. Bottoliin all Samsonite Europe benefit programs for which directors of SamsoniteEurope are generally eligible. While the Management Agreement provides thatsuch agreement may be terminated by Samsonite Europe or Mr. Bottoliupon 45 days prior written notice to the other party, the letter ofunderstanding provides that, notwithstanding the terms of the ManagementAgreement, the Company shall cause Samsonite Europe not to terminate theManagement Agreement unless and until the Bottoli Agreement is terminated. Theletter of understanding further provides that if the Bottoli Agreement isterminated, the Management Agreement shall be terminated at the same time,provided that, notwithstanding such termination, the Company is required tocontinue to pay Mr. Bottoli the management fee on a monthly basis, untilthe earlier of the Company’s written election to Mr. Bottoli terminatinghis non-compete obligations, Mr. Bottoli’s acceptance of alternativeemployment with compensation equal to or greater than his prior year’s basesalary (which does not violate his non-compete obligations), or the end of thenon-compete period (as set forth in the Bottoli Agreement). In connection withentering into the Management Agreement, Mr. Bottoli and Samsonite Europeterminated, as of the date it was originally entered into, a ConsultingAgreement dated as of March 3, 2004 (and a letter agreement of similareffect to the letter of understanding) pursuant to which he was to provideconsulting services to Samsonite Europe.

 

***Richard H. Wiley Employment Agreement.***TheCompany entered into an employment agreement with Mr. Wiley effective asof February 1, 2001 for successive one-year periods ending on January 31,2002 and for each year thereafter (the “Wiley Agreement”); provided that theterm will end on the last day of a contract year if the Company gives Mr. Wileywritten notice of its intention not to extend the agreement not less than sixmonths from the end of a contract year. The Wiley Agreement provides for anannual base salary of $300,000. The Wiley Agreement provides that the Board may increasethe base salary payable to Mr. Wiley, and his current salary is $345,000. Mr. Wileyis also entitled to receive an incentive bonus of up to 75% of annual basesalary if the Company attains certain annual performance goals and Mr. Wileycompletes certain annual projects prescribed by the Board. The Wiley Agreementprovides for participation of Mr. Wiley in all of the Company’s pension,welfare, savings, and other benefit and insurance plans on the same basis asthe Company’s other executive officers in the United States. The WileyAgreement provides that if the Company terminates Mr. Wiley’s employmentwithout cause, or if Mr. Wiley terminates his employment for good reason,then (1) the Company will be required to pay Mr. Wiley a sum equal to18 months of base salary; provided that in the event the Company has provided atimely notice of non-renewal, the amount of base salary paid between the dateof the notice and the date of termination will be subtracted from the 18 monthsof base salary, and (2) until Mr. Wiley becomes eligible for coverageunder another employer’s benefit plans, the Company will allow Mr. Wileyto continue to participate, for the number of months remaining in the term ofthe Wiley Agreement, in all of its health and welfare benefit plans, providedsuch participation is permissible under the general terms and provisions ofthose plans. Mr. Wiley is eligible to receive the incentive bonus for anycontract year only if he is employed through the end of the year. The WileyAgreement provides that during Mr. Wiley’s employment with the Company andfor a period of one year thereafter, Mr. Wiley will not, directly orindirectly, as a principal, officer, director, employee or in any othercapacity whatsoever, without the Company’s prior written consent, engage in, orbe or become interested or acquire any ownership of any kind in, or becomeassociated with, or make loans or advance property to any person engaged in orabout to engage in, any business activity which is competitive with any of thebusinesses then engaged in by the Company in any of the geographic areas inwhich such businesses have been conducted by the Company during the last 12months of his employment.

 

On November 12,1999, pursuant to the Company’s 1995 Plan (defined below), Mr. Wiley wasawarded options to purchase 105,000 Shares at a price of $6.00 per Share, themarket value at the date of grant. The options have a ten-year term. Subject tomeeting certain performance targets measured by the Company’s adjusted EBITDA,for the fiscal year ended on the January 31 immediately preceding eachvesting date, 25% of the options vest and become exercisable on April 30,2000, and an additional 25% become exercisable on each April 30, 2001,2002 and 2003. Since the Company met this performance target for the fiscalyear 2000, 26,250 options to purchase Shares vested and are currentlyexercisable. The remaining 78,750 options to purchase Shares have not vestedand are not currently exercisable because the Company failed to meet theperformance target each year following fiscal year 2000. Options that do notvest on a vesting date because the Company did not meet its performance target may veston the next vesting date if the Company meets its performance target for thenext succeeding year. Notwithstanding these vesting provisions, the Company isdeemed to have attained the performance targets for each year after a change ofcontrol event occurs. Notwithstanding these vesting provisions, all optionswill vest on the ninth anniversary of the date of the grant if Mr. Wileyremains continuously employed by the Company through that date.

 

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***Thomas Korbas Severance Letter Agreement.***TheCompany entered into a severance letter agreement with Mr. Korbas dated January 21,2005 (the “Korbas Agreement”). The Korbas Agreement provides that in the eventthe Company elects to terminate Mr. Korbas’ employment other than forcause, the Company will provide him with a six-month notice period during whichMr. Korbas agrees to provide such services as the Company reasonablyrequests, and the Company agrees to maintain his employment, salary andbenefits. Following such notice period and Mr. Korbas’ waiver and releaseof any claims against the Company, the Company agrees to pay Mr. Korbas alump sum severance payment in an amount equal to 12 months of his then currentbase salary, but not less than $279,000, his salary on the date of execution ofthe Korbas Agreement.

 

***Marc Matton Employment Agreement.***SamsoniteEurope entered in an Employment Agreement with Mr. Matton effective as of October 1,2000 (the “Matton Agreement”). Under the Matton Agreement, Mr. Matton isobligated to devote full time to the performance of services for SamsoniteEurope. The Matton Agreement provides for an annual base salary of €200,000. TheMatton Agreement provides that the Board of Samsonite Europe may increasethe base salary payable to Mr. Matton. Mr. Matton is also entitled toreceive an annual incentive bonus in an amount up to 75% of annual base salaryif Samsonite Europe attains certain annual performance goals and Mr. Mattoncompletes certain annual projects prescribed by the Board of Directors ofSamsonite Europe. The Matton Agreement provides for participation of Mr. Mattonin Samsonite Europe’s pension plan in Belgium and other benefit arrangements,including medical care, reimbursement for car expenses, participation in thestock option plan and travel insurance policies. The Matton Agreement providesthat if Samsonite Europe terminates Mr. Matton’s employment without cause,or if Mr. Matton terminates his employment for good reason, then SamsoniteEurope will be required to pay Mr. Matton the amount of indemnity dueunder the “Claeys formule” used by Belgian Labour Courts, for which purpose Mr. Matton’sseniority will be counted from his first working day with us, June 1, 1974.The Matton Agreement provides that during Mr. Matton’s employment withSamsonite Europe and for a period of one year thereafter (unless suchemployment is terminated by Samsonite Europe without cause or by Mr. Mattonwith good reason), Mr. Matton will not, directly or indirectly, withoutthe prior written consent of Samsonite Europe, engage in, or be or becomeinterested or acquire any ownership of any kind in, or become associated with,or make loans or advance property to any person engaged in or about to engagein, any business activity which is competitive with any of the businesses thenengaged in by Samsonite Europe on any of the geographic areas in which such businesseshave been conducted by Samsonite Europe during the last 12 months of hisemployment. The Matton Agreement expires on February 12, 2009.

 

On November 12,1999, pursuant to the 1995 Plan, Mr. Matton was awarded options topurchase 70,000 Shares at a price of $6.00 per Share, the market value at thedate of grant. The options have a ten-year term. Subject to meeting certainperformance targets measured by the Company’s adjusted EBITDA for the fiscalyear ended on the January 31 immediately preceding each vesting date, 25%of the options vest and become exercisable on April 30, 2000 and anadditional 25% could have become exercisable on each April 30, 2001, 2002and 2003. Since the Company met this performance target for fiscal year 2000,17,500 options to purchase Shares vested and are currently exercisable. Theremaining 52,500 options to purchase Shares have not vested and are notcurrently exercisable because the Company failed to meet the performance targeteach year following fiscal year 2000. Options that do not vest on a vestingdate because the Company did not meet its performance target may vest onthe next vesting date if the Company meets its performance target for the nextsucceeding year. Notwithstanding these vesting provisions, the Company isdeemed to have attained the performance targets for each year after a change ofcontrol event occurs. Notwithstanding these vesting provisions, all optionswill vest on the ninth anniversary of the date of the grant if Mr. Mattonremains continuously employed by the Company through that date.

 

***Giuseppe Fremder Consulting Agreement.***TheCompany entered into a Consulting Agreement with Giuseppe Fremder dated April 1,1995 (the “Fremder Agreement”), under which Mr. Fremder agreed to serve asmanaging director of the Company’s Italian subsidiary, Samsonite Italy. TheFremder Agreement provides that if Mr. Fremder’s employment is terminatedother than for cause, he will be paid an amount equal to two and one-half timeshis total annual remuneration of the previous calendar year, exclusive ofexpenses, bonuses or other benefits. Mr. Fremder’s current annual salaryunder the Fremder Agreement is $291,610. The Fremder Agreement provides thatduring the term of the agreement and for a period of two years thereafter, Mr. Fremderwill not: (i) interfere with Samsonite Italy’s customer relationships inItaly; (ii) employ or attempt to employ the then employees of SamsoniteItaly on behalf of a competing entity in Italy; or (iii) engage in themanufacturing or marketing of any product which Samsonite Italy manufactured ormarketed at the time the Fremder Agreement is terminated, or any similarproduct in Italy.

 

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**DeferredCompensation Awards**

 

***Stonebridge Deferred Compensation Award***

 

*Deferred compensation award.*On March 17,2005, the Company Compensation Committee granted to Stonebridge DevelopmentLimited, a corporation formed by a trust established by Mr. Bottoli forthe benefit of himself and his family (“Stonebridge”), a deferred compensationaward in the amount of $4,725,000 to compensate the grantee for the loss ofvalue represented by adjusting the exercise price of options granted toStonebridge in March 2004 to an exercise price per Share equal to orgreater than fair market value of a Share on the original date of the grant. Thedeferred compensation award provides for a maximum benefit expressed as a fixedU.S. Dollar amount, subject to vesting. The deferred compensation award may bepaid in cash or in Shares at the Company’s discretion, as more fully discussedbelow.

 

*Adjustment.*Undercertain circumstances, the award amount is subject to downward adjustment. Ifon the date of vesting of any portion of the deferred compensation award theper Share fair market value of the Shares is less than $0.665, the award amountshall be adjusted so as to be equal to the product of (A) the excess, ifany, of the per share fair market value of the Shares on such vesting date over$0.35 (the exercise price of the options prior to amendment) multiplied by (B) 15,000,000(the number of options with respect to which the award was granted). Any amountcalculated in accordance with the preceding formula will then be multiplied bythe percentage of the deferred compensation award vested as of such vestingdate.

 

*Vesting.*(1)  Subject to clause (2) below,the deferred compensation award shall vest in full on the earlier to occur of(x) a “Change of Control” (as defined in the Stock Option Agreement enteredinto among Stonebridge, Marcello Bottoli and the Company, effective April 19,2004, the “Stonebridge Option Agreement”), (y) March 2, 2014 and (z) Mr. Bottoli’sresignation from his position as Chief Executive Officer pursuant to the firstsentence of Section 8 of the Stonebridge Option Agreement, in each case,provided Mr. Bottoli is employed by the Company as of such event or date,referred to as a “vesting event”. (2)  In the event that prior to theoccurrence of a vesting event Mr. Bottoli is no longer employed by theCompany as a result of (x) Mr. Bottoli’s death or permanent disability,(y) Mr. Bottoli’s termination without cause or (z) Mr. Bottoli’sresignation with good reason, all or a portion of the deferred compensationaward shall become vested as of the effective date of such a termination ofemployment, according to the following schedule:

 
| Termination  on or after March 3, 2006 and prior to March 3, 2007 |   | 40  | % |
|-----------------------------------------------------------------------------|--------|-----|---|
| Termination  on or after March 3, 2007 and prior to March 3, 2008 |   | 60  | % |
| Termination  on or after March 3, 2008 and prior to March 3, 2009 |   | 80  | % |
| Termination  on or after March 3, 2009                                 |   | 100 | % |

 

*Payment*. The deferred compensation award may bepaid in cash or in Shares or in a combination of both at the Company’sdiscretion; provided, however, that any payment shall include an amount of cashat least equal to the amount necessary to satisfy all income and employment taxobligations incurred by the grantee with respect to such payment. If paid inShares, such Shares will be subject to the CEO Stockholders Agreement describedin Item 14 below.

 

***Wiley and Korbas Deferred Compensation Awards***

 

On March 17,2005, the Compensation Committee granted to Richard H. Wiley and Thomas Korbasdeferred compensation awards in the amount of $840,000 and $420,000,respectively. The deferred compensation awards were granted to compensate themfor the loss of value represented by the cancellation of stock options grantedduring 2004 with exercise prices per share below the market value of a share onthe date of grant and the replacement of such discounted options with optionshaving an exercise price per share equal to market value per share on the dateof grant. The deferred compensation award may be paid in cash or in sharesat the Company’s discretion, as more fully discussed below.

 

*Adjustment*. The award amount is subject todownward adjustment if the market price of the shares on the vesting date ofthe deferred compensation award is less than $0.665, the market value of the shareson March 17, 2005, as follows: if, on the date of vesting of any portionof the deferred compensation award, the per share market value of the shares isless than $0.665, the award amount shall be adjusted so as to be equal to theproduct of

 

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(i) theexcess, if any, of the per share fair market value of the shares on suchvesting date over $0.525, multiplied by (ii) the number of Shares subjectto the option as of the vesting date, which amount shall then be multiplied bythe percentage of the deferred compensation award vested as of such vestingdate.

 

*Vesting.*Subject toclause (2) below, the deferred compensation award shall vest in full onthe earlier to occur of (x) a change of control and (y) September 25,2013, in each case, provided the grantee is employed by the Company as of suchevent or date, a vesting event. (2)  Messrs. Wiley and Korbas are 20%vested for the Tier One deferred compensation awards. In the event that, priorto the occurrence of a vesting event, a grantee is no longer employed by theCompany as a result of (x) grantee’s death or permanent disability; or (y)grantee’s termination without cause, all or a portion of the deferredcompensation award will become vested as of the effective date of such atermination of employment, according to the following schedule:

 
| **Tier One Award**                                                  | ** ** | ** ** | ** ** |
|-------------------------------------------------------------------------------|------------|------------|------------|
| Termination  on or after March 17, 2006 and prior to March 17, 2007 |       | 40         | %          |
| Termination  on or after March 17, 2007 and prior to March 17, 2008 |       | 60         | %          |
| Termination  on or after March 17, 2008 and prior to March 17, 2009 |       | 80         | %          |
| Termination  on or after March 17, 2009                                  |       | 100        | %          |

 
| **Tier Two Award**                                                  | ** ** | ** ** | ** ** |
|-------------------------------------------------------------------------------|------------|------------|------------|
| Termination  prior to March 17, 2007                                     |       | 0          | %          |
| Termination  on or after March 17, 2007 but prior to March 17, 2008 |       | 25         | %          |
| Termination  on or after March 17, 2008 but prior to March 17, 2009 |       | 50         | %          |
| Termination  on or after March 17, 2009 but prior to March 17, 2010 |       | 75         | %          |
| Termination  on or after March 17, 2010                                  |       | 100        | %          |

 

*Payment.*Thedeferred compensation award may be paid in cash or in shares or in acombination of both at the Company’s discretion; provided, however, that anypayment will include an amount of cash at least equal to the amount necessaryto satisfy all income and employment tax obligations incurred by the granteewith respect to such payment. If paid in shares, such shares will be subject tothe Executives’ Stockholders Agreement described in Item 14 below.

 

*Amendment to Executive Stock OptionAgreements and Executive Deferred Compensation Award Agreements.*TheCompany plans to amend each Executive Stock Option Agreement which was effectiveon or before March 17, 2005, so that the tier two options will have avesting schedule as follows: 25% of the tier two options will vest on thefirst anniversary of the date of grant, with an additional 25% vesting on eachanniversary of the date of grant thereafter until all the tier two options arefully vested. Those Executive Stock Option Agreements with an effective dateafter March 17, 2005 will have amendments made to the vesting schedule oftheir tier one options so that such options will vest on the first fiveanniversaries starting from the anniversary of grant.

 

The vesting schedule ineach Executive Deferred Compensation Award Agreement will be amended to matchthe vesting schedule of the respective Executive Stock Option Agreement.

 

**1995 StockOption and Incentive Award Plan**

 

TheCompany has reserved 2,550,000 shares for issuance under the 1995 Stock Optionand Incentive Award Plan (the “1995 Plan”). The 1995 Plan provides for theissuance of a variety of awards, including tax qualified incentive stockoptions, nonqualified stock options, stock appreciation rights, restrictedstock awards or other forms of awards consistent with the purposes of the plan.Incentive stock options must be issued at exercise prices no less than themarket value of the shares at the date of the grant. Nonqualified options may begranted at exercise prices at or below the market value, but not at less than50% of the market value of the shares at the date of the grant. Options grantedunder the 1995 Plan will vest over a period of not more than ten years asdetermined by the Company’s Compensation Committee. As of March 31, 2006,options for 597,758 shares were outstanding at option exercise prices rangingfrom $5.00 to $10.00 per share. Since October 18, 2005, no more options may begranted under the 1995 Plan.

 

14

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**1999 StockOption and Incentive Award Plan**

 

TheCompany has reserved 75,000,000 shares for issuance under the 1999 Stock Optionand Incentive Award Plan (the “1999 Plan”). On March 17, 2005, the Company’sCompensation Committee amended the 1999 Plan to, among other things, increasethe number of shares reserved for issuance thereunder from 75,000,000 to95,000,000. These amendments were approved by the stockholders at the 2005annual meeting. The 1999 Plan provides for the issuance of a variety of awards,including tax qualified incentive stock options, nonqualified stock options,stock appreciation rights, restricted stock and restricted stock units, andother stock based awards (including deferred compensation payable in Shares). The1999 Plan is administered by the Company’s Compensation Committee which hasfull authority to determine, among other things, the persons to whom awardsunder the 1999 Plan will be made, the number of shares subject to the awards,and the specific terms and conditions applicable to awards. Stock optionsgranted under the 1999 Plan have an exercise period of not more than ten years.As of March 31, 2006, options for 70,113,000 shares were outstanding atoption prices ranging from $0.35 to $5.75 per share.

 

**CompensationCommittee Interlocks and Insider Participation**

 

Nocurrent or former officer of the Company served as a member of the CompensationCommittee.

 

**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDERMATTERS**

 

The followingtable sets forth certain information about persons known to the Company to bethe beneficial owner of more than 5% of the Preferred Stock and the Common Stock,and as to the beneficial ownership of the Company’s Preferred Stock and CommonStock by each of the Company’s directors and named executive officers and allof the Company’s directors and executive officers as a group, as of April 30,2006. Except as otherwise indicated, to the Company’s knowledge, the personsidentified below have sole voting and sole investment power with respect to sharesthey own of record.

 
| ** **                                                                                                      | ** ** | **Convertible Preferred Stock**            | ** ** | **Common Stock****(b)** | ** ** |
|-----------------------------------------------------------------------------------------------------------------|------------|------------------------------------------------------|------------|------------------------------|------------|
| **Name and Address of Beneficial Owner****(a)**                                        | ** ** | **No. of Shares Beneficially  Owned** | ** ** | **Percent**                  | ** ** | **No. of Shares Beneficially  Owned** | ** ** | **Percent** | ** ** |
| Bain Capital (Europe) LLC  C/O Bain Capital, LLC  111 Huntington Avenue  Boston, Massachusetts 02199            |       | 47,746                                               |       | 30.01                        | %          | 165,926,024 | (c) | 23.76 | % |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Ontario Teachers’ Pension Plan Board  5650 Yonge Street, 5th Floor  Toronto, Ontario M2M 4H5               |       | 47,746                                               |       | 30.01                        | %          | 165,926,024 | (c) | 23.76 | % |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Ares Partners Management Company, LLC  1999 Avenue of the Stars, Suite 1900  Los Angeles, California 90067 |       | 52,658                                               |       | 33.10                        | %          | 275,143,586 | (c)(d)(e) | 38.54 | % |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Marcello  Bottoli                                                                                               |       | 1,889                                                |       | 1.19                         | %          | 17,594,003 | (c)(f) | 2.48 | % |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Richard H.  Wiley                                                                                               |       | 317                                                  |       | *                            |       | 2,227,761 | (c)(g) | * |   |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Giuseppe  Fremder                                                                                               |       | 396                                                  |       | *                            |       | 1,835,862 | (c)(h) | * |   |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Thomas  Korbas                                                                                                  |       | 198                                                  |       | *                            |       | 1,228,201 | (c)(i) | * |   |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Marc Matton                                                                                                     |       | 119                                                  |       | *                            |       | 995,358 | (c)(j) | * |   |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Ferdinando  Grimaldi Quartieri                                                                                  |       | 24                                                   | (k)        | *                            |       | 73,718 | (c)(k) | * |   |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Charles J.  Philippin                                                                                           |       | —                                               |       | *                            |       | — |   | * |   |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Antony P.  Ressler                                                                                              |       | —                                               | (l)        | *                            |       | — | (l) | * |   |
|                                                                                                            |       |                                                 |       |                         |       |   |   |   |   |
| Melissa  Bethell                                                                                                |       | —                                               | (k)        | *                            |       | — | (k) | * |   |

 

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| ** **                                                               | ** ** | **Convertible Preferred Stock**            | ** ** | **Common Stock****(b)** | ** ** |
|--------------------------------------------------------------------------|------------|------------------------------------------------------|------------|------------------------------|------------|
| **Name and Address of Beneficial Owner****(a)** | ** ** | **No. of Shares Beneficially  Owned** | ** ** | **Percent**                  | ** ** | **No. of Shares Beneficially  Owned** | ** ** | **Percent** | ** ** |
| Lee Sienna                                                               |       | —                                               | (m)        | *                            |       | — | (m) | * |   |
|                                                                     |       |                                                 |       |                         |       |   |   |   |   |
| Jeffery  Schwartz                                                        |       | —                                               | (l)        | *                            |       | — | (l) | * |   |
|                                                                     |       |                                                 |       |                         |       |   |   |   |   |
| Donald L.  Triggs                                                        |       | —                                               |       | *                            |       | — |   | * |   |
|                                                                     |       |                                                 |       |                         |       |   |   |   |   |
| Richard T.  Warner                                                       |       | —                                               |       | *                            |       | — |   | * |   |
|                                                                     |       |                                                 |       |                         |       |   |   |   |   |
| All  directors and executive officers as a group (19 persons)            |       | 3,077                                                |       | 1.93                         | %          | 27,429,248 |   | 3.83 | % |

_____________________________

*                                         Less than 1.0%

 

(a)                                  Unlessotherwise noted, the address of each such shareholder is c/o 11200 E. 45thAvenue, Denver, CO 80239.

 

(b)                                 The amounts andpercentages set forth under “Common Stock” assume the conversion of alloutstanding shares of Preferred Stock into Common Stock. As of April 30,2006, 159,082 shares of Preferred Stock are outstanding and are convertibleinto 471,098,543 Shares of Common Stock. The Preferred Stock votes togetherwith the Common Stock on most matters on an as-converted basis. Accordingly,the amounts and percentages set forth under “Common Stock” assume conversion ofall outstanding Preferred Stock into Common Stock for the security holder inquestion. As of the record date, each share of Preferred Stock was convertibleinto approximately 2,961.36 Shares of Common Stock.

 

(c)                                  The PreferredStock conversion rate used to calculate the number of Shares of Common Stockbeneficially owned includes accrued but unpaid dividends as of April 30,2006. The actual Preferred Stock conversion rate is subject to adjustment inthe event that any unpaid Preferred Stock dividends are paid prior to any suchconversion.

 

(d)                                 Includes Shares beneficially owned byAres Partners Management Company, LLC (“Ares Partners”) and certain of itsaffiliates. Ares Partners has reported shared voting and dispositive power withrespect to all of the Shares of Common Stock, Preferred Stock and warrants topurchase Common Stock beneficially owned by Ares Corporate Opportunities Fund,L.P., Ares Leveraged Investment Fund, L.P. and Ares Leveraged Investment FundII, L.P., each of which is managed by affiliates of Ares Partners.

 

(e)                                  Includes warrants to purchase 15,571,862Shares of Common Stock exercisable as of June 30, 2006.

 

(f)                                    Includes options held by Stonebridge DevelopmentLimited, or Stonebridge to purchase 12,000,000 Shares of Common Stockexercisable as of June 30, 2006.

 

(g)                                 Includes options to purchase 1,289,011Shares of Common Stock exercisable as of June 30, 2006.

 

(h)                                 Includes options to purchase 637,195Shares of Common Stock exercisable as of June 30, 2006.

 

(i)                                     Includes options to purchase 639,367Shares of Common Stock exercisable as of June 30, 2006.

 

(j)                                     Includes options to purchase 642,957Shares of Common Stock exercisable as of June 30, 2006.

 

(k)                                  Includes a portion of the Shares listedabove for Bain Capital. Mr. Quartieri and Ms. Bethell hold anindirect beneficial ownership interest in Bain Capital. Mr. Quartieri and Ms. Bethelldisclaim beneficial ownership of the Shares listed above for Bain, except tothe extent of his pecuniary interest therein.

 

(l)                                     Does not include the Shares held by AresPartners and its affiliates. Mr. Ressler and Mr. Schwartz disclaimbeneficial ownership.

 

(m)                               Does not includethe Shares held by OTPP of which Mr. Sienna, a Vice President of theprivate equity group of Ontario, disclaims beneficial ownership.

 

**ITEM13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

***StockholdersAgreement.***The Company is a party to a StockholdersAgreement, dated July 31, 2003, with the Major Stockholders and othersrelating to their rights as stockholders in the Company and the corporategovernance of the Company (the “Stockholders Agreement”). Pursuant to the termsof the Stockholders Agreement, the Major Stockholders have agreed to take allactions in their power to elect nominees selected by the Major Stockholders tothe Company’s Board of Directors. As a result, eight of the nine members of theCompany’s Board of Directors are nominees of the Major Stockholders, of whomfive are employed by or otherwise affiliated with one of the Major Stockholders.In addition, pursuant to the Stockholder’s Agreement, the Company’s ability totake certain actions, including amending its charter, commencing bankruptcyproceedings and taking certain corporate actions (including debt incurrences,stock issuances, asset sales and the like), is subject to the written consentof either all or two-thirds (depending on the action) of the Major Stockholdersso long as the Major Stockholders collectively continue to hold 25% of theCompany’s outstanding voting stock. Accordingly, the Major Stockholders

 

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currently exercise significantinfluence over the Company’s Board of Directors and business and operations.

 

**In addition, theCompany agreed in the Stockholders Agreement to grant the Major Stockholdersregistration rights and preemptive rights. The Stockholders Agreement alsocontains tag-along rights, which allow the Major Stockholders to force astockholder which is a party to the Stockholders Agreement and whichproposes to sell shares of stock, to include shares held by the MajorStockholders in such proposed sale, and drag-along rights, which allow theMajor Stockholders to force the other stockholders which are parties to theStockholders Agreement to sell their shares of stock if the Major Stockholdersare selling their stock.**

 

***Advisory Agreements*.**In addition, the Company is currently party toadvisory agreements with the Major Stockholders or their designees, pursuant towhich it is required to pay each of its Major Stockholders or its designee anannual advisory fee.

 

***Executive Stockholders Agreement.***The Company entered into an Executive StockholdersAgreement, dated as of September 25, 2003 (the “Executive StockholdersAgreement”), with the Majority Stockholders and certain executive officers whoat the time purchased Preferred Stock, including Messrs. Wiley, Korbas,Matton and Fremder. The Executive Stockholders Agreement applies to thePreferred Stock held by each executive investor, as well as Common Stockissuable upon conversion of the Preferred Stock and Common Stock issuable uponthe exercise of options granted to each executive investor (collectively, the “ExecutiveSecurities”).

 

Under theterms of the Executive Stockholders Agreement, each executive investor hasagreed to vote all of such executive investor’s Executive Securities and totake all other necessary or desirable actions such that the ExecutiveSecurities will be voted in the same manner as the securities held by the MajorStockholders. In addition, the Executive Stockholders Agreement restricts theexecutive investors’ ability to transfer their Executive Securities for aperiod of ten years without the consent of the Major Stockholders, subject tocertain exceptions. The Executive Stockholders Agreement also containstag-along rights, which allow the Major Stockholders to force an executiveinvestor which proposes to sell shares of Executive Securities, toinclude shares held by the Major Stockholders in such proposed sale, anddrag-along rights, which allow the Major Stockholders to force the executiveinvestors to sell their Executive Securities if, under certain circumstances,the Major Stockholders sell their shares of Preferred Stock.

 

The ExecutiveStockholders Agreement also permits the Major Stockholders, or any third partydesignated by the Major Stockholders, to purchase Executive Securities from anexecutive investor in the event the executive investor is no longer employed bythe Company or any of its subsidiaries. In the event of the executive investor’sdeath, termination without cause, resignation with good reason or retirement,during the 30-day period beginning three years after such event, the executiveinvestor may require the Company to repurchase the executive investor’sExecutive Securities at fair market value. In addition, the Company granted theexecutive investors certain piggyback registration rights in the event theCompany proposes to register, whether or not for its own account, any shares ofCommon Stock or other equity interests in a public offering of such securitiesfor cash, subject to certain limitations. In the event that the Companyproposes to file certain registration statements, the Company will promptlygive the executive investors written notice of such registration and willinclude in the registration statement all of the Executive Securities that eachexecutive investor has requested in writing to be registered, subject tocertain exceptions.

 

***CEO Stockholders Agreement.***Inconnection with Mr. Bottoli’s employment with the Company, the Companyentered into a Chief Executive Officer Stockholders Agreement, dated as of March 2,2004 (the “CEO Stockholders Agreement”), with the Major Stockholders, Mr. Bottoliand Stonebridge, which includes terms substantially identical to the ExecutiveStockholders Agreement with respect to the Preferred Stock held by Mr. Bottolior Stonebridge, as well as Common Stock issuable upon conversion of thePreferred Stock and Common Stock issuable upon the exercise of options grantedto any of Mr. Bottoli or Stonebridge.

 

***Ramesh Tainwala.***SamsoniteSoutheast Asia Pvt. Ltd. (“Samsonite Southeast Asia”) is a joint venture thatconducts the Company’s manufacturing and sales activities in India. 60% of theequity of Samsonite Southeast Asia is beneficially held by the Company, and theremaining 40% is held by Dr. Ramesh Tainwala, Chief Operating Officer ofSamsonite Southeast Asia, by members of his family or by companies with whichhe is affiliated (with

 

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Dr. Tainwala,collectively, the “Tainwala Associates”). During fiscal year 2006, SamsoniteSoutheast Asia paid dividends of $386,883 to the Tainwala Associates. Duringfiscal year 2006, Samsonite Southeast Asia purchased $2,086,115 of plasticsheets and components from a corporation (the “Chemicals & PlasticsCompany”) which is 44% owned by Dr. Tainwala and members of his family. Thepurchase price was determined by the Chemicals & Plastics Company atits cost plus 15%, and is believed to be at market rates. During fiscal year2006, Samsonite Southeast Asia sold to the Chemicals & PlasticsCompany $931,671 of manufacturing materials used for making plastic sheets (the“Manufacturing Materials”). Samsonite Southeast Asia sold the ManufacturingMaterials to the Chemical & Plastics Company at its cost. The purchaseprice was determined by Samsonite Southeast Asia, and is believed to be atmarket rates. During fiscal year 2006, Samsonite Southeast Asia paid tocompanies owned by Dr. Tainwala and his family $81,756 for rent or officespace occupied by Samsonite Southeast Asia. The rent is believed to be atmarket rates for comparable properties.

 

**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES**

 

**Audit,Audit-Related, Tax and All Other Fees**

 

The followingtable sets forth the aggregate fees for professional services by KPMG for theaudit of the Company’s annual financial statements for the fiscal years ending January 31,2006 and 2005:

 
| ** **              | ** ** | **Year ended  January 31,** | ** ** |
|-------------------------|------------|---------------------------------------|------------|
| ** **              | ** ** | **2006**                              | ** ** | **2005** | ** ** |
| ** **              | ** ** | **in thousands**                 | ** ** |
|                    |       |                                  |       |   |   |
| Audit Fees  (1)         |       | $                                     | 1,825      |   |   | 1,384 |   |
| Audit-Related  Fees (2) |       | 71                                    |       | 181 |   |
| Subtotal                |       | 1,896                                 |       | 1,565 |   |
| Tax Fees (3)            |       | 200                                   |       | 143 |   |
| All Other  Fees (4)     |       | —                                |       | 54 |   |
| Total                   |       | $                                     | 2,096      |   |   | 1,762 |   |

 

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(1)                                  Inaddition to fees for the annual audit of the Company’s consolidated financialstatements, amounts include review of the interim financial statementscontained in our Quarterly Reports on Form 10-Q and audit of statutoryreports. In addition, included in this category are fees for services thatgenerally only KPMG LLP reasonably can provide, e.g., consents and assistancewith the review of documents filed with the SEC.

 

(2)                                  Includesfees for assurance and related services that are traditionally performed by theindependent accountant. More specifically, these services include employeebenefit plan audits and consultations concerning financial accounting andreporting standards, for fiscal year 2006.

 

(3)                                  Includesfees for tax compliance.

 

(4)                                  Includesfees for products and services provided by the independent auditors and itsaffiliates. In fiscal year 2005 this fee relates to a Sarbanes-Oxley productpurchased from KPMG LLP.

 

**AuditCommittee Pre-Approval Policy**

 

Each year, the Audit Committee recommends to the Board of Directors theindependent auditor’s retention to audit the Company’s financial statements. TheAudit Committee evaluates all other proposed engagements of the independentauditor, including the scope of the work proposed to be performed, andpre-approves or rejects each service, taking into account whether the servicesare permissible under applicable law and the possible impact of each non-auditservice on the independent auditor’s independence.  Insome cases, pre-approval is provided by the full committee for up to a year,and relates to a particular category or group of

 

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services and is subject to a specific budget. In other cases, thechairman of the Audit Committee has the delegated authority from the committeeto pre-approve additional services, and such pre-approvals are thencommunicated to the full audit committee. There is a de minimis exception tothe pre-approval policy of the Audit Committee that operates to provideretroactive approval for permissible non-audit services under certaincircumstances. No services were provided by KPMG during either 2004, 2005 or2006 under such provision.

 

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**PART IV**

 

**ITEM 15. EXHIBITS**

 
| (A)    |   | The following documents are filed herewith as part of this Form 10-K/A.  |
|--------|--------|------------------------------------------------------------------------------------|
|   |   |                                                                               |
|   |   | 3. Exhibits. See the Exhibit Index following the  signature page hereto. |

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this Report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

 
|   | SAMSONITE CORPORATION   |
|--------|-------------------------|
|   |                    |
|   | By:                     | /s/   RICHARD H.  WILEY |   |
|   |                    | Richard H. Wiley |
|   |                    | Chief Financial Officer,  Treasurer and Secretary |
|   |                    |   |
|   | Date: May 31, 2006 |

 

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**Exhibit Index**

 
| **Number** | ** ** | **Exhibit Title**                                                                                                                                        |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                    |
| 31.1       |       | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of  the Securities Exchange Act, as amended.                                    |
|       |       |                                                                                                                                                          |
| 31.2       |       | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of  the Securities Exchange Act, as amended.                                    |
|       |       |                                                                                                                                                          |
| 32.1       |       | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|       |       |                                                                                                                                                          |
| 32.2       |       | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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