SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. _2_)
Under the Securities Exchange Act of 1934
Samsonite Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
79604V105
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(CUSIP Number)
David Stagg
Canadian Imperial Bank of Commerce
245 Park Avenue, 42nd floor
New York, NY 10167
917-332-4327
Copies to:
Edward Best
Mayer, Brown, Rowe & Maw LLP
190 S. LaSalle St.
Chicago, IL 60603
312-701-7100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 2003
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(Date of Events Which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /
(Continued on following pages)
(Page 1 of 5 Pages)
CUSIP NO.: 79604V105 SCHEDULE 13D Page 2
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Canadian Imperial Bank of Commerce
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
_______________________________________________________________________________
3 SEC USE ONLY
_______________________________________________________________________________
4 SOURCE OF FUNDS
OO
_______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
_______________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CIBC is a bank organized under the Bank Act (Canada).
Canadian Imperial Holdings Inc. is a Delaware Corporation.
_______________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 63,888,430
SHARES ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 63,888,430
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,888,430
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4%
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
_______________________________________________________________________________
Page 3
Item 1: Security and Issuer.
This Amendment No. 2 to the Schedule 13D relates to the Common Stock, par
value $0.01 per share ("Common Stock") and the 2003 Convertible Preferred
Stock, par value of $0.01 per share ("Preferred Stock"), of Samsonite
Corporation, a corporation incorporated under the laws of the State of
Delaware (the "Issuer"). The Preferred Stock is convertible on demand into
shares of Common Stock and holders of Preferred Stock may vote their Preferred
Stock on an as-converted basis. This Amendment supplements and amends the
initial statement on Schedule 13D, dated August 19, 2003 (the "Initial
Statement") and Amendment No. 1, dated August 28, 2003, filed by the Reporting
Person and is being filed by the Reporting Person to report that, as a result
of a sale of Preferred Stock by Canadian Imperial Holdings Inc. ("CIHI") to
Luc Van Nevel, Richard Wiley, Thomas Sandler, Tom Korbas, Robert Farone, Marc
Matton, Arne Borrey, Shasi Dash, Lynne Berard, Beppi Frember, and Danny
Kalpakian (the "Employees") pursuant to a Purchase Agreement dated September
25, 2003 between the Reporting Person and the Employees (the "Purchase
Agreement"), the number of shares of Common Stock beneficially owned by the
Reporting Person has decreased by more than one percent. The principal
executive offices of the Issuer are located at 11200 East 45th Avenue, Denver,
CO 80239.
Item 2: Identity and Background.
I. (a) Name: This statement is being filed by Canadian Imperial Bank of
Commerce ("CIBC").
(b) Residence or Business Address: Commerce Court West, 199 Bay Street,
Ontario, Canada M5L 1A2.
(c) Present Principal Occupation: CIBC is a bank organized under the Bank
Act (Canada) with its principal office and business address at Commerce Court
West, 199 Bay Street, Ontario, Canada M5L 1A2.
(d) During the last five years, CIBC has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years CIBC has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship: CIBC is a bank organized under the Bank Act (Canada).
Item 3: Source and Amount of Funds or Other Consideration.
The Reporting Person sold 2,313 shares of 2003 Convertible Preferred Stock to
the Investors for aggregate consideration of $2,343,840.
Page 4
Item 4: Purpose of Transaction.
Pursuant to a Recapitalization Agreement dated May 1, 2003 (the
"Recapitalization Agreement") by and between the Issuer, Ontario Teachers'
Pension Plan Board ("Teachers"), Bain Capital (Europe) LLC ("Bain") and ACOF
Management, L.P. ("Ares" and together with Teachers and Bain, the "Investors"),
on July 31, 2003, the Investors purchased 106,000 shares of 2003 Convertible
Preferred Stock (the "Preferred Stock") from the Issuer in a private transaction
at a per share price of $1,000 for an aggregate purchase price of $106,000,000
(the "Preferred Stock Purchase").
The Issuer also exchanged (the "Exchange" and, together with the Preferred Stock
Purchase, the "Recapitalization") all of the issued and outstanding shares of
13-7/8% Senior Redeemable Exchangeable Preferred Stock ("Old Preferred Stock")
for a combination of 53,994 shares of 2003 Convertible Preferred Stock (with an
aggregate liquidation preference of $53,994,000), 204,814,660 shares of Common
Stock and warrants to purchase 15,515,892 shares of Common Stock at an exercise
price of $0.75 per share.
The shares of Preferred Stock are convertible into shares of Common Stock (the
"Shares") at an initial conversion price of $0.42, subject to adjustment
pursuant to the terms of the Certificate of Designation of the Powers,
Preferences and Relative, Participating, Optional and Other Special Rights of
2003 Convertible Preferred Stock and Qualifications, Limitations and
Restrictions Thereof (the "Certificate of Designation"). The Certificate of
Designation also provides for dividend rights and customary liquidation, voting
and other rights.
In connection with the Recapitalization, CIHI received in exchange for its
104,012 shares of Old Preferred Stock (i) 24,969 shares of Preferred Stock,
convertible into an aggregate of 59,450,000 shares of Common Stock at any time
and (ii) 63,888,430 shares of Common Stock.
On August 26, 2003, CIHI sold 22,656 shares of 2003 Convertible Preferred Stock
to the Investors for aggregate consideration of $22,796,970.66. On September 25,
2003, CIHI sold 2,313 shares of 2003 Convertible Preferred Stock to the
Employees for aggregate consideration of $2,343,840.
Item 5: Interest in Securities of the Issuer.
Canadian Imperial Holdings Inc. ("CIHI"), an indirectly-owned subsidiary of the
Reporting Person, beneficially owns and has sole power to vote and sole power of
disposition over 63,888,430 shares of Common Stock of the Issuer, or
approximately 28.4% of the Issuer's outstanding Common Stock.
Item 6: Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Neither CIBC, nor CIHI have any contract, arrangement, understanding or
relationship with any other person regarding any securities of the Company,
Page 5
including but not limited to transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Item 7: Material to be Filed as Exhibits.
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 29, 2003
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(Date)
/s/ Kenneth Kilgour
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(Signature)
Kenneth Kilgour / Executive Vice President
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(Name/Title)