Use these links to rapidly review the documentINDEX

---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-K/A-1

|ý                                          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------ | ----------------------------------------------------------------------------------------
|For the fiscal year ended January 31, 2003
|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

SAMSONITE CORPORATION(Exact name of registrant as specified in its charter)

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

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant=s knowledge, in definitive proxy or information statements incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes o    No ý

As
of July 31, 2002, the registrant had outstanding 19,865,573 shares of Common Stock, par value $.01 per share. The aggregate market value of such Common Stock held by
non-affiliates of the registrant, based upon the closing sales of the Common Stock on July 31, 2002 as reported by the OTC Bulletin Board was approximately $10.4 million.
Shares of Common Stock held by each officer and director and by each person who owns 10 percent or more of the outstanding Common Stock have been excluded in that such persons may be deemed to
be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As
of May 13, 2003, the registrant had outstanding 19,865,573 shares of Common Stock, par value $.01 per share. The aggregate market value of such Common Stock held by
non-affiliates of the registrant, based upon the closing sales price of the Common Stock on May 13, 2003, as reported on the OTC Bulletin Board was approximately
$13.6 million. Shares of Common Stock held by each officer and director and by each person who owns 10 percent or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court. Yes ý    No o

---

---





INDEX



|               |  |                                                                
|-------------- |  | ---------------------------------------------------------------
|PART III      
|Item 10.       |  | Directors and Executive Officers of the Registrant             
|Item 11.       |  | Executive Compensation                                         
|Item 12.       |  | Security Ownership of Certain Beneficial Owners and Management 
|Item 13.       |  | Certain Relationships and Related Transactions                 
|PART IV       
|Item 15.       |  | Exhibits, Financial Statement Schedule, and Reports on Form 8-K
|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-K for the
fiscal year ended January 31, 2003 (which was filed on May 16, 2003) (the "2003 Form 10-K") to (i) amend Part IV, Item 15, Exhibits, Financial
Statements, and Reports on Form 8-K, to add certain additional Reports on Form 8-K and (ii) to include items 10, 11, 12 and 13 under Part III of
Form 10-K. As originally filed, the 2003 Form 10-K incorporated the information required by Items 10, 11, 12 and 13 of Form 10-K by reference
to Samsonite's proxy statement for its 2003 annual stockholders meeting as permitted by Instruction G.(3) to Form 10-K. The proxy statement was not filed with the Securities
and Exchange Commission (the "Commission") within 120 days of the close of Samsonite's fiscal year. Items 10, 11, 12 and 13 in Part III of the 2003 Form 10-K are
hereby amended by deleting the texts thereof in their entirety and substituting therefore the following:





PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company's directors and executive officers and their ages as of April 30, 2003 are as follows:

|Name                |  | Age |  | Position                                                              
|------------------- |  | --- |  | ----------------------------------------------------------------------
|Luc Van Nevel       |  | 56  |  | President, Chief Executive Officer and Director                       
|Thomas R. Sandler   |  | 56  |  | President, Samsonitethe Americas                                     
|Richard H. Wiley    |  | 46  |  | Chief Financial Officer, Treasurer and Secretary                      
|Karlheinz Tretter   |  | 60  |  | Managing Director, Samsonite Europe N.V. and President, Samsonite Asia
|Giuseppe Fremder    |  | 50  |  | President, Samsonite SpA                                              
|Marc Matton         |  | 54  |  | President and Managing Director, Samsonite Europe N.V.                
|L. C. Ross          |  | 56  |  | Vice PresidentLegal and General Counsel                              
|Bernard Attal       |  | 39  |  | Director                                                              
|Jean-Francois Palus |  | 41  |  | Director                                                              
|Stephen J. Solarz   |  | 62  |  | Director                                                              
|Johan Tack          |  | 51  |  | Director                                                              

Luc Van Nevel.Mr. Van Nevel was elected as President of the Company in February 1998 and became Chief
Executive Officer and a Director in May 1998. Prior to that time, Mr. Van Nevel held various positions including Chief Operating Officer (since September 1997) and President of
Samsonite Europe N.V. (since 1989). Since 1984, he has held the additional position of Managing Director of Samsonite Europe N.V. He joined Samsonite Europe N.V. in 1975 as Manager, Financial Planning
and progressed to the position of Controller before being promoted to President of Samsonite Europe in 1989. Mr. Van Nevel worked in audit positions with Touche Ross & Co. in Europe for
five years before joining Samsonite.

Thomas R. Sandler.Mr. Sandler was appointed President of the Americas division of Samsonite effective
March 1998. Prior to that Mr. Sandler was the Chief Financial Officer and Treasurer of Samsonite since May 1, 1995. Prior to joining Samsonite, Mr. Sandler was the managing
partner of the Denver office of BDO Seidman, an international public accounting firm, since July 1, 1994. Prior to joining BDO Seidman, Mr. Sandler was an audit and consulting partner in
the international public accounting firm of KPMG LLP, specializing in corporate restructurings.

Richard H. Wiley.Mr. Wiley has been Chief Financial Officer, Treasurer and Secretary of Samsonite since
March 1998. Prior to that Mr. Wiley was Chief Financial Officer of the Americas division of Samsonite and Assistant Treasurer since May 15, 1995. Prior to joining Samsonite,
Mr. Wiley was an audit and consulting senior manager with BDO Seidman, an international public accounting firm, since July 1994. Prior to that, Mr. Wiley was with KPMG LLP since
1982, working in the audit and consulting areas.

Karlheinz Tretter.Effective April 1, 2003, Mr. Tretter is a consultant to Samsonite GmbH, the Company's German
subsidiary. Prior to April 1, 2003, Mr. Tretter was Managing Director of Samsonite Europe N.V. beginning in May 1994 and President of Samsonite Asia beginning in
February 1998. Additionally, Mr. Tretter was President of Samsonite Europe N.V. from October 1997 to November 2000. Prior to that Mr. Tretter was Vice President of
Samsonite Europe N.V. since May 1994. From 1990 until 1994, Mr. Tretter has served as Vice President of Marketing and/or Sales for Samsonite Europe.

Giuseppe Fremder.Mr. Fremder was appointed President of Samsonite SpA, Samsonite's Italian subsidiary, in
October 1997. In addition, Mr. Fremder has served as Managing Director of Samsonite SpA and its predecessor, Samsonite Italy Srl., since it was founded in 1984. In 2000,
Mr. Fremder was appointed President of Samsonite black label, the world-wide fashion division of Samsonite Corporation.

Marc Matton.Mr. Matton was appointed President and Managing Director of Samsonite Europe in November 2000.
Prior to that, Mr. Matton was Vice President Marketing and Sales at Samsonite Europe N.V. since 1995 and additionally, General Manager Softside Division beginning in 1998. From 1991 until 1995,
Mr. Matton served as Sales Director for Samsonite Europe.

L. C. Ross.Mr. Ross was appointed Vice PresidentLegal, General Counsel and Assistant Secretary of the
Company in October 2000. Prior to that, from October 1997 until joining Samsonite, Mr. Ross represented private clients in transactions such as mergers, acquisitions, joint
ventures and major contracts. From October 1980 to October 1997, Mr. Ross was Vice President, Secretary and General Counsel of Total Petroleum, Inc., the North American oil
refining and marketing affiliate of TOTAL, a major oil company based in Paris, France. Prior to October 1980, Mr. Ross served as Vice President, General Counsel and Secretary of Vickers
Petroleum Corporation in Wichita, Kansas. Mr. Ross has practiced corporate law since 1974 and is admitted to practice in the state and federal courts in Colorado.

Bernard Attal.Mr. Attal has been a director of the Company since March 1996. Mr. Attal is the Managing
Member of Heights Enterprises LLC, which acts as a financial advisor and a representative for certain European institutional investors with respect to their investments in the United States. From 1992
to 1995, Mr. Attal was a Vice President at Credit Lyonnais Securities. Prior to 1992, Mr. Attal was Chief Financial Officer of Altus Patrimoine & Gestion, a money management firm.
Mr. Attal is a director of the Florsheim Group, Inc.

Jean-Francois Palus.Mr. Palus has been a director of the Company since December 2002.
Mr. Palus has been an associate of Artemis since March 1, 2001 and a director since January 28, 2002. Artemis is the parent company of the French retailing company, Pinault
Printemps Redoute. Mr. Palus is also a director of various subsidiaries of Artemis Group, including Harwanne, Nord Est and BFM,
and of Rexel (a subsidiary of Pinault Printemps Redoute). Prior to joining Artemis, Mr. Palus had been Chief Financial Officer of Conforama (a subsidiary of Pinault Printemps Redoute) since
1998.

Stephen J. Solarz.Mr. Solarz has been a director of the Company since 1993. Mr. Solarz was elected, in 1974,
to the House of Representatives from Brooklyn's 13th Congressional District and was re-elected eight times. In the House he served on four committees: Foreign Affairs, Merchant Marine and
Fisheries, Intelligence, and the Joint Economic Committee. Mr. Solarz ranked second in seniority on the House Foreign Affairs Committee, where he chaired the Subcommittee on Asian and Pacific
Affairs. Since his departure from the House in 1993, Mr. Solarz has been: Senior Counselor at APCO Associates, an international public affairs firm; President of Solarz Associates, a global
consulting firm; Chairman of the Central Asian American Enterprise Fund; Vice Chairman of the International Crisis Group; a Distinguished Fellow at the Carnegie Endowment for International Peace;
Professor of International Affairs at George Washington University; a Member of the Board of Directors of the National Endowment for Democracy and National Democratic Institute; and a member of the
Council on Foreign Relations and the International Rescue Committee. Mr. Solarz is a director of First Philippine Fund and the Global Santa Fe Corporation.

Johan Tack.Mr. Tack has been a partner of OC&C Strategy Consultants since October 2002. Mr. Tack was
Managing Director of Fortis Bank N.V. headquartered in Brussels, Belgium, from 1998 until November 2000. From 1994 to 1998, Mr. Tack was Managing Director of Generale Bank N.V., the
predecessor entity to Fortis Bank N.V. Prior to 1994, Mr Tack held various management positions with


Generale Bank N.V. Mr. Tack is also a Director of City Hotels, Brains in Motion and Catey Asset Management and Vice Chairman of the Board of Quest for Growth.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's directors and executive officers and
persons who own more than 10% of a registered class of the Company's equity securities ("principal stockholders") to file with the Commission initial reports of ownership and reports of changes in
ownership of equity securities of the Company. Officers, directors and principal stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.

To
the Company's knowledge, based solely on review of the copies of such reports furnished to the Company, for fiscal 2003, all section 16(a) requirements applicable to
officers, directors and principal stockholders were complied with.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation paid or awarded to the Chief Executive Officer ("CEO") of the Company and the other four most highly compensated
executive officers of the Company at the end of the fiscal year (collectively, the "Named Executives") for services rendered in all capacities for the last three fiscal years.

|                                                                                             |  | Annual Compensation |  | Long-Term Compensation
Awards |     |                      
|-------------------------------------------------------------------------------------------- |  | ------------------- |  | ----------------------------- | --- | ---------------------
|
|Luc Van Nevel(b)
President, Director and Chief Executive Officer                             |  | 2003
2002
2001      |  | 535,989
524,366
382,041       |     | 713,370

399,150    
|Thomas R. Sandler
President, Samsonitethe Americas                                          |  | 2003
2002
2001      |  | 350,000
350,000
325,000       |     | 237,773

148,225    
|Karlheinz Tretter(c)
Managing Director, Samsonite Europe, N.V. and President, Samsonite Asia |  | 2003
2002
2001      |  | 345,170
326,310
278,539       |     | 231,788

215,725    
|Richard H. Wiley
Chief Financial Officer, Treasurer and Secretary                            |  | 2003
2002
2001      |  | 300,000
300,000
275,000       |     | 203,805

116,463    
|L.C. Ross
Vice President, Legal and General Counsel                                          |  | 2003
2002
2001      |  | 181,800
179,167
47,788        | (e) | 133,446
40,010
10,877

---



Name

Year(i)

Company
contribution to
401(k) Plan

Life insurance
and medical
insurance premiumMr. Van Nevel(ii)

2003



Mr. Sandler

2003

5,500

8,423Mr. Tretter(ii)

2003



Mr. Wiley

2003

5,500

11,271Mr. Ross

2003

5,500

4,060


---

There
were no grants of stock options during fiscal 2003 to the Named Executives.

The
following table discloses, for the Named Executives, information regarding stock options that were held at January 31, 2003.

Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year End Option/SAR Values

|Name          |  | Shares Acquired
on Exercise (#) |  | Value
Realized $ |  | Number of Securities
Underlying Options/SARs at
Fiscal Year-End (#)
Exercisable/Unexercisable |  | Value of Unexercised
in-the-money Options/SARs
at Fiscal Year End ($)
Exercisable/Unexercisable(a)
|------------- |  | ------------------------------- |  | ---------------- |  | --------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------
|Mr. Van Nevel |  |                                |  |                 |  | 112,000 / 148,000                                                                             |  |  /                                                                                              
|Mr. Sandler   |  |                                |  |                 |  | 76,382 /  92,750                                                                              |  |  /                                                                                              
|Mr. Tretter   |  |                                |  |                 |  | 90,909 /  92,750                                                                              |  |  /                                                                                              
|Mr. Wiley     |  |                                |  |                 |  | 73,011 /  94,760                                                                              |  |  /                                                                                              
|Mr. Ross      |  |                                |  |                 |  | 4,700 /    7,400                                                                              |  |  /                                                                                              

---

Director's Compensation

Each member of the Board of Directors of the Company, other than a director employed by the Company, is entitled to receive a fee of $25,000 per annum for serving
on the Board of Directors. In 1996, the Company adopted the 1996 Directors' Stock Plan whereby Board members may elect to receive their fees in the Company's Common Stock rather than cash. During
fiscal 2003, based on the elections of the directors, approximately 22% of the aggregate directors fees were paid solely in Company shares. In addition, directors are reimbursed for all reasonable
travel and other expenses of attending meetings of the Board or a committee thereof.



Pension Plan Table

The U.S. executives are participants in the Samsonite Employee Retirement Income Plan (the "Samsonite Pension Plan") and certain of the executives participate in
the Supplementary Executive Retirement Plan (the "SERP"). The Samsonite Pension Plan is a qualified defined benefit plan which provides benefits to the participants retiring at normal retirement age
calculated based on years of service and average compensation (as defined by the pension plan), net of offsets for Social Security benefits. The SERP, which is a nonqualified unfunded plan, was
adopted on December 1, 1995 and provides to eligible executives retirement benefits on compensation and benefits in excess of Internal Revenue Code maximums for qualified plans.

The
following table shows the estimated hypothetical annual benefits payable pursuant to the Samsonite Pension Plan and the SERP to persons retiring at their normal retirement age in
specified eligible compensation and years of service classifications.

Years of ServiceRemuneration15

20

25

30

35$
125,000

23,478

31,304

39,131

46,957

55,299150,000

29,103

38,804

48,506

58,207

68,424175,000

34,728

46,304

57,881

69,457

81,549200,000

40,353

53,804

67,256

80,707

94,674225,000

45,978

61,304

76,631

91,957

107,799250,000

51,603

68,804

86,006

103,207

120,924300,000

62,853

83,804

104,756

125,707

147,174400,000

74,103

98,804

123,506

148,207

173,424450,000

74,103

98,804

123,506

148,207

173,424500,000

74,103

98,804

123,506

148,207

173,424550,000

74,103

98,804

123,506

148,207

173,424600,000

74,103

98,804

123,506

148,207

173,424


Compensation
covered by the above Plans is total cash compensation paid, including any amount contributed under a Section 401(k) plan. The benefits shown above are payable
on a life annuity basis and are not subject to any offset amounts.

Mr. Sandler
and Mr. Wiley have each accrued 7 years of service credit under the Samsonite Pension Plan and the SERP. Mr. Ross has accrued 2 years of
service credit under the Samsonite Pension Plan.

Employment Contracts and Termination of Employment and Change-in-Control Arrangements

Luc Van Nevel.The Company entered into an Executive Management Agreement, effective February 1, 2002 (the "Van Nevel
Agreement") with Mr. Van Nevel for successive one-year periods ending on January 31, 2003 and each year thereafter, provided that the agreement shall automatically terminate
on February 1, 2007 without notice or further action by Mr. Van Nevel or the Company. Under the Van Nevel Agreement, Mr. Van Nevel is obligated to devote full time to the affairs
of the Company, except to the extent that he is required to provide services to Samsonite Europe N.V. ("Samsonite Europe") and its subsidiaries pursuant to the Consulting Agreement (described below).
The Van Nevel Agreement provides for an annual base salary of $325,000. The Van Nevel Agreement provides that the Board may increase the base salary payable to Mr. Van Nevel. Mr. Van
Nevel is entitled to receive an incentive bonus of up to $787,500 if the Company attains certain annual performance goals and Mr. Van Nevel completes certain annual projects prescribed by the
Board. The Van Nevel Agreement provides that upon termination by the Company without Cause or by Mr. Van Nevel for Good Reason (each as defined in the Van Nevel Agreement), the Company is
required to



pay Mr. Van Nevel severance compensation of $500,000. In the event of termination, the incentive bonus is eligible to be paid if Mr. Van Nevel is employed through the end of the fiscal
year in which the prescribed performance goals and annual projects were to be achieved. The Van Nevel Agreement provides that during Mr. Van Nevel's employment with the Company and for a period
of one year thereafter (unless such employment is terminated by the Company without Cause or by the Executive with Good Reason), he shall not engage in any business activity that is in substantial
competition with any of the businesses engaged in by the Company in any of the geographic areas in which business is conducted by the Company during the twelve months preceding the termination of
employment.

On
February 1, 1998, Samsonite Europe entered into an Amended and Restated Consulting Agreement (the "Consulting Agreement") with Mr. Van Nevel, which amends and restates a
consulting agreement effective January 1, 1990 and amended and restated as of January 1, 1992. Under the Consulting Agreement, Mr. Van Nevel is required to provide consulting
services to Samsonite Europe and certain of its subsidiaries. The Consulting Agreement provides for an annual consulting fee of 223,104 euro ($234,259 U. S. dollars at January 31, 2003). The
Consulting Agreement may be terminated by Samsonite Europe with prior written notice. The notice period is based on a formula which takes into consideration, among other things, Mr. Van Nevel's
age and length of service at the time the notice is given. If Samsonite Europe fails to give the required notice, the Consulting Agreement provides for the payment of liquidated damages equal to the
aggregate consulting fee to which Mr. Van Nevel would have been entitled had the notice period been fully observed. Under certain circumstances, the termination of the Van Nevel Agreement will
be deemed to be a termination of the Consulting Agreement by Samsonite Europe.

On
July 15, 1998, pursuant to the terms of the FY 1999 Stock Option and Incentive Award Plan (the "1999 Plan"), Mr. Van Nevel was awarded options to purchase 40,000 shares
of the Company's Common Stock at a price of $9.375 per share, the market price of the Common Stock at the date of the grant. The options, which were granted out of shares reserved for the 1995 Plan,
have a ten year term. As of July 15, 2002, all of these options have vested and are currently exercisable. On March 24, 1999, Mr. Van Nevel was awarded options to purchase 40,000
shares of our common stock at a price of $5.00 per share, the market value at the date of grant. The options, which were granted out of shares reserved for our 1995 Plan, have a ten-year
term. Of these, options to purchase 32,000 shares of our common stock have vested and are currently exercisable. The remaining options to
purchase 8,000 shares of our common stock will become exercisable on April 30, 2004. Under this agreement, if a Change of Control Event (as defined in the agreement) occurs, and Mr. Van
Nevel's employment with the Company is terminated within one year from the Change of Control for any reason other than cause, then these remaining 8,000 options will automatically vest. On
February 8, 2000, Mr. Van Nevel was awarded options to purchase 20,000 shares of our common stock at $5.75 per share, the market value at the date of the grant. Of these, options to
purchase 12,000 shares of our common stock have vested and are currently exercisable. Of the remaining 8,000 options to purchase shares of our common stock, 4,000 options will vest and become
exercisable on each of April 30, 2004 and 2005. Under this agreement, if a Change of Control Event (as defined in the agreement) occurs, and Mr. Van Nevel's employment with the Company
is terminated within one year from the Change of Control for any reason other than cause, then the remaining 8,000 options will automatically vest.

On
November 12, 1999, pursuant to the 1995 Plan, Mr. Van Nevel was awarded options to purchase 160,000 shares of Common Stock at a price of $6.00 per share, the market
value at the date of grant. The options have a ten-year term. Subject to meeting certain performance targets measured by the Company's Adjusted EBITDA (as defined by the option agreement)
for the fiscal year ended on the January 31 immediately preceding each vesting 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 fiscal year ended January 31, 2000, 40,000 options to purchase shares of common
stock vested and are currently exercisable. The remaining


120,000 options to purchase shares of common stock have not vested and are not currently exercisable because the company failed to meet the performance target each year following fiscal year ended
January 31, 2000. Options that do not vest on a vesting date because the Company did not meet its performance target may vest on the next vesting date if the Company meets its performance
target for the next succeeding year. Notwithstanding these vesting provisions, the Company is deemed to have attained the performance targets for each year after a Change of Control Event (as defined
by the option agreement) occurs. Notwithstanding these vesting provisions, all options will vest on the ninth anniversary of the date of the grant if Mr. Van Nevel remains continuously employed
by the Company through that date.

Effective
as of May 15, 1996, the Company entered into an agreement with Mr. Van Nevel (the "Van Nevel Share Bonus Agreement") that provides for a stock bonus of 38,889
shares of Common Stock (the "Bonus Shares"). The Bonus Shares vest and are payable if Mr. Van Nevel remains continually employed by the Company through the earlier of the third anniversary of
the date of the Van Nevel Share Bonus Agreement and the first anniversary of a Change of Control Event (as defined in the Van Nevel Share Bonus Agreement);providedthat if Mr. Van Nevel's
employment is terminated prior to such date (i) by reason of death, (ii) by the Company other than for Cause or Disability, (each
as defined in the Van Nevel Bonus Shares Agreement), or (iii) by Mr. Van Nevel for Good Reason (as defined in the Van Nevel Bonus Shares Agreement), then notwithstanding such termination
of employment, such Bonus Shares shall be payable not later than 30 days following such termination. In connection with the completion of the 1998 recapitalization in fiscal 2000, the Van Nevel
Share Bonus Agreement awarding the Bonus Shares was amended to permit the tender of the Bonus Shares to the Company. As a result, the Company purchased for $40.00 per share 20,026 of the Bonus Shares
from
Mr. Van Nevel, representing the same percentage of shares accepted in the 1998 recapitalization from other stockholders. The remainder of the Bonus Shares vested May 15, 1999.

Thomas R. Sandler.The Company entered into an employment agreement with Mr. Sandler effective as of June 15,
2001 (the "Sandler Agreement") for a term beginning on February 1, 2001 and continuing for successive one-year periods ending on January 31, 2002 and January 31 of
each year thereafter; provided that the term shall end on the last day of a contract year if the Company gives Mr. Sandler written notice of its intention not to extend the agreement not less
than six months prior to the end of a contract year. The Sandler Agreement provides for an annual salary of $350,000. Mr. Sandler is also entitled to receive an incentive bonus of up to
75% of annual base salary ($262,500 at February 1, 2003) if the Company attains certain annual performance goals and Mr. Sandler completes certain annual projects prescribed by the
Board. The Sandler Agreement provides that the Board may increase the base salary payable to Mr. Sandler. The Sandler Agreement provides for participation of Mr. Sandler in all Company
pension, welfare, savings, and other benefit and insurance plans on the same basis as other Company executive officers in the United States. The Sandler Agreement provides that if the Company
terminates Mr. Sandler's employment without Cause, or if Mr. Sandler terminates his employment for Good Reason (each as defined in the Sandler Agreement), then (1) the Company
will be required to pay Mr. Sandler a sum equal to eighteen months of base salary; provided that in the event the Company has provided a timely notice of non-renewal, the
amount of base salary paid between the date of the notice and the date of termination will be subtracted from the eighteen months of base salary and (2) until Mr. Sandler becomes
eligible for coverage under another employer's benefit plans, the Company will allow Mr. Sandler to continue to participate, for the number of months remaining in the term of the Sandler
Agreement, in all Company medical and welfare benefit plans, provided such participation is permissible under the general terms and provisions of those plans. Mr. Sandler is eligible to receive
the incentive bonus for any contract year only if he is employed through the end of the year. The Sandler Agreement provides that during Mr. Sandler's employment with the Company and for a
period of one year thereafter, Mr. Sandler will not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent
of the Company, engage in, or be or become interested 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 engage in, any business activity which is competitive with any of the
businesses then engaged in by the Company in any of the geographic areas in which such businesses have been conducted by the Company during the last twelve months of his employment.

On
October 29, 1996, Mr. Sandler was granted options under the Company's 1995 Plan to purchase 14,132 shares of the Company's Common Stock at a price of $10.00 per share
(as adjusted for the 1998 recapitalization). The options have a six-year term. As of January 31, 1999, all of these options have vested and are currently exercisable. On
July 15, 1998, pursuant to the terms of the 1999 Plan, Mr. Sandler was awarded options to purchase 20,000 shares of the Company's common stock at a price of $9.375 per share, the market
value at the date of grant. The options, which were granted out of shares reserved for the Company's 1995 Plan, have a ten year term. As of July 15, 2002, all of these options have vested and
are currently exercisable. On March 24, 1999, Mr. Sandler was awarded options to purchase 20,000 shares of our common stock at a price of $5.00 per share, the market value at the date of
grant. The options, which were granted out of shares reserved for our 1995 Plan, have a ten-year term. Of these, options to purchase 16,000 shares of our common stock have
vested and are currently exercisable. The remaining options to purchase 4,000 shares of our common stock will become exercisable on April 30, 2004. Under this agreement, if a Change of Control
Event (as defined in the agreement) occurs, and Mr. Sandler's employment with the Company is terminated within one year from the Change of Control for any reason other than cause, then these
remaining 4,000 options will automatically vest. On February 8, 2000, Mr. Sandler was awarded options to purchase 10,000 shares of our common stock at a price of $5.75 per share, the
market value at the date of grant. The options, which were granted out of shares reserved for our 1995 Plan, have a ten-year term. Of these, options to purchase 6,000 shares of our common
stock have vested and are currently exercisable. Of the remaining 4,000 options to purchase shares of our common stock, 2,000 options will vest and become exercisable on each of April 30, 2004
and 2005. Under this agreement, if a Change of Control Event (as defined in the agreement) occurs, and Mr. Sandler's employment with the Company is terminated within one year from the Change of
Control for any reason other than cause, then these remaining 4,000 options will automatically vest.

On
November 12, 1999, pursuant to the 1995 Plan, Mr. Sandler was awarded options to purchase 105,000 shares of common stock at a price of $6.00 per share, the market value
at the date of grant. The options have a ten-year term. Subject to meeting certain performance targets measured by the Company's Adjusted EBITDA (as defined by the option agreement) for
the fiscal year ended on the January 31 immediately preceding each vesting 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 fiscal year ended January 31, 2000, 26,250 options to purchase shares of common stock vested
and are currently exercisable. The remaining 78,750 options to purchase shares of common stock have not vested and are not currently exercisable because the company failed to meet the performance
target each year following fiscal year ended January 31, 2000. Options that do not vest on a vesting date because the Company did not meet its performance target may vest on the next vesting
date if the Company meets its performance target for the next succeeding year. Notwithstanding these vesting provisions, the Company is deemed to have attained the performance targets for each year
after a Change of Control Event (as defined by the option agreement) occurs. Notwithstanding these vesting provisions, all options will vest on the ninth anniversary of the date of the grant if
Mr. Sandler remains continuously employed by the Company through that date.

Effective
as of May 15, 1996, the Company entered into an agreement with Mr. Sandler (the "Sandler Share Bonus Agreement") that provides for a stock bonus of 38,889 shares
of common stock (the "Bonus Shares"). The Bonus Shares vest and are payable if Mr. Sandler remains continually employed by the Company through the earlier of the third anniversary of the date
of the Sandler Share


Bonus Agreement and the first anniversary of a Change of Control Event (as defined in the Sandler Share Bonus Agreement);providedthat if
Mr. Sandler's employment is terminated prior to such date (i) by reason of death, (ii) by the Company other than for Cause or Disability, (each as defined in the Sandler Share
Bonus Agreement), or (iii) by the executive for Good Reason, (as defined in the Sandler Share Bonus Agreement), then notwithstanding such termination of employment, such Bonus Shares shall be
payable not later than 30 days following such termination. The Sandler Share Bonus Agreement also provides that if a Change of Control Event (as defined in the Sandler Share Bonus Agreement)
occurs, all options to purchase common stock granted to Mr. Sandler prior to May 15, 1996 vest and become exercisable on the first anniversary of the date on which such event occurs (to
the extent such options shall not have otherwise vested as of such first anniversary date), so long as Mr. Sandler remains continually employed by the Company through such first anniversary
date. In connection with the completion of the 1998 recapitalization, the Sandler Share Bonus Agreement awarding the Bonus Shares was amended to permit the tender of the Bonus Shares to the Company.
As a result, the Company purchased for $40.00 per share 20,026 of the Bonus Shares from Mr. Sandler, representing the same percentage of shares accepted in the 1998 recapitalization from other
stockholders. The remainder of the Bonus Shares vested May 15, 1999.

Karlheinz Tretter.The Company has entered into an Overall Agreement with Mr. Tretter, effective as of
February 1, 1998. Pursuant to the Overall Agreement, Mr. Tretter will serve in a management position with Samsonite GmbH and will provide services to various subsidiaries of Samsonite
Europe. Beginning February 1, 2001, the Overall Agreement provides for an annual salary of 365,000 euros (the equivalent of U.S. $383,250 at January 1, 2003, which may be increased at
the discretion of the Company. Mr. Tretter is also entitled to receive an incentive bonus in an amount up to 75% of annual base salary if the Company attains certain annual performance goals
and Mr. Tretter completes certain annual projects prescribed by the Board. The Overall Agreement provides that if the Company terminates Mr. Tretter's employment without Cause, or if
Mr. Tretter terminates his employment for Good Reason (each as defined in the Overall Agreement), then the Company will be required to pay Mr. Tretter the greater of (i) the
amount of indemnity which might be due under German local law and (ii) the lesser of (a) $500,000 less sums paid to Mr. Tretter for the non-competition covenant
described below and (b) the amount of base compensation due under the Overall Agreement from the date of termination to its expiration date. The Overall Agreement provides that while working
for the Company and for a period of one year thereafter, Mr. Tretter will not become active for another company which competes with the Company in Germany or Member States of the European
Union. The Overall Agreement expired on March 31, 2003.

As
envisioned by the Overall Agreement, Mr. Tretter and Samsonite GmbH entered into an Employment Agreement (the "German Employment Agreement"), effective as of February 1,
1998, pursuant to which Mr. Tretter serves as Managing Director of Samsonite GmbH. That agreement calls for an annual base salary of 146,000 euros, which is part of and not in addition to the
base salary payable under the Overall Agreement. Mr. Tretter's German Employment Agreement expired on March 31, 2003.

Effective
with the expiration of the Overall Agreement and the German Employment Agreement on March 31, 2003, Mr. Tretter's consulting agreement with Samsonite GmbH took
effect whereby Mr. Tretter will continue to render services to Samsonite GmbH and its affiliates, as Samsonite GmbH may designate from time to time, for a period of two years running
from April 1, 2003 to March 31, 2005. The annual compensation payable under this agreement is 125,000 euros.

On
October 29, 1996, Mr. Tretter was granted options (the "Tretter Option Agreement") under the Company's 1995 Plan to purchase 28,659 shares of the Company's common stock
at a price of $10.00 per share (as adjusted for the 1998 recapitalization). The options have a six-year term. As of January 31, 1999, all of these options have vested and are
currently exercisable. On July 15, 1998, pursuant to the terms of the 1999 Plan, Mr. Tretter was awarded options to purchase 20,000 shares of


the Company's common stock at a price of $9.375 per share, the market value at the date of the grant. The options, which were granted out of shares reserved for the Company's 1995 Plan, have a ten
year term. As of July 15, 2002, all of these options have vested and are currently exercisable. On March 24, 1999, pursuant to the 1999 Plan, Mr. Tretter was awarded options to
purchase 20,000 shares of our common stock at a price of $5.00 per share, the market value at the date of grant. The options, which were granted out of shares reserved for our 1995 Plan, have a
ten-year term. Of these, options to purchase 16,000 shares of our common stock have vested and are currently exercisable. The remaining 4,000 options to purchase shares of our common stock
will vest and become exercisable on April 30, 2004. Under this agreement, if a Change of Control Event (as defined in the agreement) occurs, and Mr. Tretter's employment with the Company
is terminated within one year from the Change of Control for any reason other than cause, then these remaining 4,000 options will automatically vest. On February 8, 2000, Mr. Tretter was
awarded options to purchase 10,000 shares of our common stock at a price of $5.75 per share, the market value at the date of grant. The options, which were granted out of shares reserved for our 1995
Plan, have a ten-year term. Of these, options to purchase 6,000 shares of our common stock have vested and are currently exercisable. Of the remaining 4,000 options to purchase shares of
our common stock, 2,000 options will vest and become exercisable on each of April 30, 2004 and 2005. Under this agreement, if a Change of Control Event (as defined in the agreement) occurs, and
Mr. Tretter's employment with the Company is terminated within one year from the Change of Control for any reason other than cause, then these remaining 4,00 options will automatically vest.

On
November 12, 1999, pursuant to the 1995 Plan, Mr. Tretter was awarded options to purchase 105,000 shares of common stock at a price of $6.00 per share, the market value
at the date of grant. The options have a ten-year term. Subject to meeting certain performance targets measured by the Company's Adjusted EBITDA (as defined by the option agreement) for
the fiscal year ended on the January 31 immediately preceding each vesting 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 fiscal year ended January 31, 2000, 26,250 options to purchase shares of common stock vested
and are currently exercisable. The remaining 78,750 options to purchase shares of common stock have not vested and are not currently exercisable because the company failed to meet the performance
target each year following fiscal year ended
January 31, 2000. Options that do not vest on a vesting date because the Company did not meet its performance target may vest on the next vesting date if the Company meets its performance
target for the next succeeding year. Notwithstanding these vesting provisions, the Company is deemed to have attained the performance targets for each year after a Change of Control Event (as defined
by the option agreement) occurs. Notwithstanding these vesting provisions, all options will vest on the ninth anniversary of the date of the grant if Mr. Tretter remains continuously employed
by the Company through that date.

Richard H. Wiley.The Company entered into an employment agreement with Mr. Wiley effective as of February 1,
2001 (the "Wiley Agreement") for successive one-year periods ending on January 31, 2002 and for each year thereafter; provided that the term shall end on the last day of a contract
year if the Company gives Mr. Wiley written notice of its intention not to extend the agreement not less than six months from the end of a contract year. The Wiley Agreement provides for
an annual base salary of $300,000. The Wiley Agreement provides that the Board may increase the base salary payable to Mr. Wiley. Mr. Wiley is also entitled to receive an incentive bonus
of up to 75% of annual base salary ($225,000 at February 1, 2003) if the Company attains certain annual performance goals and Mr. Wiley completes certain annual projects prescribed by
the Board. The Wiley Agreement provides for participation of Mr. Wiley in all Company pension, welfare, savings, and other benefit and insurance plans on the same basis as other executive
officers of the Company in the United States. The Wiley Agreement provides that if the Company terminates Mr. Wiley's employment without Cause, or if Mr. Wiley terminates his employment
for Good Reason (each as defined in the Wiley Agreement),


then (1) the Company will be required to pay Mr. Wiley a sum equal to eighteen months of base salary; provided that in the event the Company has provided a timely notice of
non-renewal, the amount of base salary paid between the date of the notice and the date of termination will be subtracted from the eighteen months of base salary and
(2) until Mr. Wiley becomes eligible for coverage under another employer's benefit plans, the Company will allow Mr. Wiley to continue to participate, for the number
of months remaining in the term of the Wiley Agreement, in all Company health and welfare benefit plans, provided such participation is permissible under the general terms and provisions of
those plans. Mr. Wiley is eligible to receive the incentive bonus for any contract year only if he is employed through the end of the year. The Wiley Agreement provides that during
Mr. Wiley's employment with the Company and for a period of one year thereafter, Mr. Wiley will not, directly or indirectly, as a principal, officer, director, employee or in any other
capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested 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 engage in, any business activity which is competitive with any of the businesses then engaged in by the Company in any of the geographic areas in
which such businesses have been conducted by the Company during the last twelve months of his employment.

On
October 29, 1996, Mr. Wiley was granted options under the Company's 1995 Plan to purchase 7,029 shares of the Company's common stock at a price of $10.00 per share (as
adjusted for the 1998 recapitalization). The options have a ten-year term. As of October 29, 2001, all of these options have vested and are currently exercisable. On
February 1, 1997, Mr. Wiley was granted options under the Company's 1995 Plan to purchase 5,732 shares of the Company's common stock at a price of $10.00 per share (as adjusted for the
1998 recapitalization). The options have a ten-year term. As of February 1, 2002, all of these options have vested and are currently exercisable. On July 15,
1998, pursuant to the terms of the 1999 Plan, Mr. Wiley was awarded options to purchase 15,000 shares of the Company's common stock at a price of $9.375 per share, the market value at the date
of grant. The options, which were granted out of shares reserved for the Company's 1995 Plan, have a ten-year term. As of July 15, 2002, all of these options have vested and are
currently exercisable. On March 24, 1999, Mr. Wiley was awarded options to purchase 25,000 shares of our common stock at a price of $5.00 per share, the market value at the date of
grant. The options, which were granted out of shares reserved for our 1995 Plan, have a ten-year term. Of these, options to purchase 20,000 shares of our common stock have vested and are
currently exercisable. The remaining options to purchase 5,000 shares of our common stock will become exercisable on April 30, 2004. Under this agreement, if a Change of Control Event (as
defined in the agreement) occurs, and Mr. Wiley's employment with the Company is terminated within one year from the Change of Control for any reason other than cause, then these remaining
5,000 options will automatically vest. On February 8, 2000, Mr. Wiley was awarded options to purchase 10,000 shares of our common stock at a price of $5.75 per share, the market value at
the date of grant. The options, which were granted out of shares reserved for our 1995 Plan, have a ten-year term. Of these, options to purchase 6,000 shares of our common stock have
vested and are currently exercisable. Of the remaining 4,000 options to purchase shares of our common stock, 2,000 options will vest and become exercisable on each of April 30, 2004 and 2005.
Under this agreement, if a Change of Control Event (as defined in the agreement) occurs, and Mr. Wiley's employment with the Company is terminated within one year from the Change of Control for
any reason other than cause, then these remaining 4,000 options will automatically vest.

On
November 12, 1999, pursuant to the 1995 Plan, Mr. Wiley was awarded options to purchase 105,000 shares of common stock at a price of $6.00 per share, the market value at
the date of grant. The options have a ten-year term. Subject to meeting certain performance targets measured by the Company's Adjusted EBITDA (as defined by the option agreement) for the
fiscal year ended on the January 31 immediately preceding each vesting 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 fiscal year ended January 31, 2000, 26,250


options to purchase shares of common stock vested and are currently exercisable. The remaining 78,750 options to purchase shares of common stock have not vested and are not currently exercisable
because the company failed to meet the performance target each year following fiscal year ended January 31, 2000. Options that do not vest on a vesting date because the Company did not meet its
performance target may vest on the next vesting date if the Company meets its performance target for the next succeeding year. Notwithstanding these vesting provisions, the Company is deemed to have
attained the performance targets for each year after a Change of Control Event (as defined by the option agreement) occurs. Notwithstanding these vesting provisions, all options will vest on the ninth
anniversary of the date of the grant if Mr. Wiley remains continuously employed by the Company through that date.

L. C. Ross.The Company entered into a Change In Control Agreement with Mr. Ross effective October 16, 2000 and
extending thereafter for a term of three years. Under the terms of the agreement, if Mr. Ross is terminated from employment with the Company, without Cause, as defined in the agreement,
within a period of one year after the Company experiences a Change of Control, as defined
in the agreement, Mr. Ross will be entitled to receive from the Company a payment in the amount of $100,000.

1995 Stock Option and Incentive Award Plan (the "1995 Plan")

The Company has reserved 2,550,000 shares for issuance under the 1995 Plan. The 1995 Plan provides for the issuance of a variety of awards, including tax
qualified incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock 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 the fair market value of the common stock at the date of the grant. Nonqualified options may be granted at exercise prices at or below the market
value, but not at less than 50% of the market value of the common stock at the date of the grant. Options granted under the 1995 Plan will vest over a period of not more than ten years as
determined by the Compensation Committee. At January 31, 2003, options for 1,399,311 shares were outstanding to various executive officers and other employees out of shares reserved for the
1995 Plan at option exercise prices ranging from $5.00 to $10.00 per share.

FY 1999 Stock Option and Incentive Award Plan (the "1999 Plan")

The Company has reserved 750,000 shares for issuance under the 1999 Plan. 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. The 1999 Plan is administered by the Compensation Committee which has full
authority to determine, among other things, the persons to whom awards under the 1999 Plan will be made, the number of shares of common stock subject to the awards, and the specific terms and
conditions applicable to awards. Stock options granted under the 1999 Plan will have an exercise period of not more than ten years. At January 31, 2003, options for 425,641 shares were
outstanding to various executive officers and other employees out of shares reserved for the 1999 Plan at option prices ranging from $2.62 to $5.75 per share.

Compensation Committee Interlocks and Insider Participation

No current or former officer of the Company served as a member of the Compensation Committee.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information about persons known to the Company to be the beneficial owner of more that 5% of the Common Stock, and as to
the beneficial ownership of the Common Stock by each of the Company's directors and executive officers and all of the Company's directors and executive officers as a group, as of April 30,
2003. Except as otherwise indicated, to the knowledge of the Company, the persons identified below have sole voting and sole investment power with respect to shares they own of record.

Name and Address of Beneficial Owner

Number of Shares
Beneficially Owned

PercentArtemis America Partnership
c/o RL&F Service Corporation
Rodney Square
P.O. Box 551
Wilmington, DE 19899

5,945,189

29.93
%CIBC World Markets Corp.
425 Lexington Avenue
New York, NY 10017

738,823
(a)
3.59
%Luc Van Nevel
c/o Samsonite Europe N.V.
Westerring 17
B-9700 Oudenaarde, Belgium

146,833
(b)
*Thomas R. Sandler
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239

111,545
(c)
*Karlheinz Tretter
c/o Samsonite Europe N.V.
Westerring 17
B-9700 Oudenaarde, Belgium

108,874
(d)
*Richard H. Wiley
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239

80,011
(e)
*Marc Matton
c/o Samsonite Europe N.V.
Westerring 17
B-9700 Oudenaarde, Belgium

39,757
(f)
*Giuseppe Fremder
Via S. Andrea 2
20121 Milan, Italy

59,565
(g)
*L. C. Ross
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239

5,400
(h)
*Bernard Attal
Heights Enterprises LLC
545 Fifth Avenue, Suite 1108
New York, NY 10017

1,628
(i)
*


Stephen J. Solarz
APCO Worldwide
1615 L Street, N.W., Suite 900
Washington, DC 20036

65

*Johan Tack
Nevelse Warande 8
B 9830 Sint-Martens-Latem, Belgium

23,000

*All Directors and Executive Officers as a group (10 persons)

576,679
(j)
2.84
%


---

PROPOSED RECAPITALIZATION

On May 1, 2003, Samsonite Corporation entered into a recapitalization agreement with Ares Corporate Opportunity Fund, L.P. ("Ares"), Bain Capital (Europe)
LLC ("Bain") and Teachers Merchant Bank ("Teachers" and, together with Ares and Bain, the "New Investors"). The recapitalization is a series of proposed transactions that consists of the following
principal components: (i) the infusion of $106 million in cash through the sale to the New Investors of a new series of convertible preferred stock of the Company, (ii) the
repayment of all borrowings under the Company's existing bank credit facility, (iii) the replacement of the Company's existing credit agreement with a new $60 million revolving credit
agreement and (iv) the conversion of all of the Company's existing preferred stock into a combination of shares of the Company's common stock, shares of the Company's new convertible preferred
stock and new warrants. Further information relating to the recapitalization is contained in the Current Report on Form 8-K filed with the Commission on May 1, 2003 and
incorporated herein by reference.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of January 31, 2003 about the Company's common stock that may be issued upon the exercise of options, warrants
and rights under all of the Company's existing equity compensation plans.

|Plan Category                                              |       | Number of Securities To be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights |           | Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights |      | Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation
Plans (Excluding Securities
Reflected in Column)
|---------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------- | --------- | --------------------------------------------------------------------------- | ---- | ---------------------------------------------------------------------------------------------------------------------------------------
|
|Equity compensation plans approved by security holders     |       | 1,824,952                                                                                   |           | $                                                                           | 6.44 |                                                                                                                                        
|Equity compensation plans not approved by security holders |       |                                                                                            |           |                                                                             |     |                                                                                                                                        
|                                                           |       |                                                                                             |           |                                                                             |      |                                                                                                                                        
|                                                           | Total |                                                                                             | 1,824,952 |                                                                             | $    | 6.44                                                                                                                                   
|                                                           |       |                                                                                             |           |                                                                             |      |                                                                                                                                        

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 19, 2002, the Company entered into an agreement pursuant to which it entered into an exclusive negotiating period with Artemis S.A. ("Artemis") and
Ares with respect to a potential recapitalization transaction involving the Company. Artemis S.A., through Artemis America Partnership, owns 5,945,189 shares of the Company's common stock. The Company
agreed to reimburse Artemis and Ares for 75% of their out-of-pocket expenses in connection with the pursuit of the recapitalization transaction up to an aggregate maximum
reimbursement of $1,125,000. In connection with this agreement, the Company reimbursed Artemis $560,503. On October 4, 2002, Artemis withdrew from negotiations related to a recapitalization
transaction.

On
May 1, 2003, the Company entered into a recapitalization agreement with the New Investors. The Company has been advised by Ares that affiliates of Ares currently own
approximately 74,000 shares (with a liquidation preference at March 15, 2003 of approximately $88 million) of the Company's Existing Preferred Stock, representing approximately 26% of
all outstanding Existing Preferred Stock. Further information relating to the recapitalization is contained in the Current Report on Form 8-K filed with the Commission on
May 1, 2003 and incorporated herein by reference.

Pursuant
to board resolutions adopted on April 29, 2003, the Company's Board of Directors authorized management bonuses that require the Company to pay certain executive officers
including Messrs. Van Nevel, Wiley, Sandler, Matton and Fremder and other key employees, on the earlier of (i) July 31, 2004 or (ii) the date the recapitalization
occurs (but only if the named recipients of the cash bonuses make an investment in the Company that is acceptable to the New Investors). The maximum aggregate amount payable to our executive officers
and other employees under this program may not exceed $2.65 million. It is expected that certain members of Samsonite's management will purchase from the New Investors up to $2.1 million
of a series of new convertible preferred stock either simultaneously with or after the closing of the recapitalization.





PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K







SIGNATURES

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

| |  | SAMSONITE CORPORATION
| |  | ---------------------
| |  | By:                  
| |  | Date: May 30, 2003   





CERTIFICATIONS

I, Luc Van Nevel, certify that:

| |  | By | /s/LUC VAN NEVEL
| |  | -- | ----------------
| |  |    | Name:           
| |  |    | Title           

Date:
May 30, 2003



CERTIFICATIONS

I, Richard H. Wiley, certify that:

| |  | By | /s/RICHARD H. WILEY
| |  | -- | -------------------
| |  |    | Name:              
| |  |    | Title              

Date:
May 30, 2003