-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R408KNnJ+mld6VVuqkQ6fANVoKmN7o+B4nqZw0p0wreAhEqVcntQhfx4+Pb8Jbm+ S+9JN29YZ7R12HbCTx36Qw== 0000921749-97-000034.txt : 19970222 0000921749-97-000034.hdr.sgml : 19970222 ACCESSION NUMBER: 0000921749-97-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970220 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAMSONITE CORP/FL CENTRAL INDEX KEY: 0000914478 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 363511556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47327 FILM NUMBER: 97540070 BUSINESS ADDRESS: STREET 1: 40301 FISHER ISLAND DR CITY: FISHER ISLAND STATE: FL ZIP: 33109 BUSINESS PHONE: 3055322426 MAIL ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 80239-3018 FORMER COMPANY: FORMER CONFORMED NAME: ASTRUM INTERNATIONAL CORP DATE OF NAME CHANGE: 19931105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Samsonite Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 04648T 10 6 (CUSIP Number) Marc Weitzen, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 11, 1997 (Date of Event which Requires 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 Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Riverdale LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Valise Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* -0- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* -0- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Chelonian Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Unicorn Associates Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO < SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON ACF Industries, Incorporated S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO < SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Starfire Holding Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO < SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Highcrest Investors Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO < SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Buffalo Investors Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO < SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON ACF Industries Holding Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* CO < SCHEDULE 13D CUSIP No. 04648T106 Page __ of __ Pages 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) // 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER -0- 8 SHARED VOTING POWER -0- 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) -0- 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D-AMENDMENT NO. 1 The undersigned hereby amends the Schedule 13D filing made on August 10, 1994 (the "Initial Filing") with regard to the common stock, par value $.01 per share ("Shares"), of Samsonite Corporation, formerly known as Astrum International Corp. (the "Issuer") as set forth bellow. Unless otherwise indicated, capitalized terms contained herein shall have the meaning ascribed to them in the Registrant's prior 13D filing. Item 1. SECURITY AND ISSUER Item 1 is restated in its entirety as follows: This statement relates to the common stock, par value $.01 per share of the Issuer. The address of the principal executive offices of the Issuer is 11200 East 45 Avenue, Denver, Colorado 80239. Item 2. IDENTITY AND BACKGROUND Item 2 is amended by adding the following: All of the Shares owned by the Registrants as reported in the Initial Filing, have, as a result of transfers among entities substantially wholly-owned by Mr. Icahn, whose beneficial ownership of the shares was unaffected by such transfers, been transferred to Chelonian Corp., a New York corporation ("Chelonian"), Valise Limited Partnership, a Delaware limited partnership, ("Valise") and High River Limited Partnership, a Delaware limited partnership, ("High River"). The persons filing this statement are Chelonian, Valise, High River and Carl C. Icahn (collectively, the "Registrants"). The principal business address and the address of the principal office of the Registrants is 100 South Bedford Road, Mount Kisco, New York, New York 10549 with the exception of Carl C. Icahn, whose principal business address is c/o Icahn Associates Corp., 114 West 47th Street, Suite 1925, New York, Ne York 10036. Icahn Holding Corporation has changed its name to Starfire Holding Corporation, a Delaware corporation, ("Starfire"). Riverdale LLC, is a New York limited liability company has been created which is the general partner of High River. Mr. Rachesky is no longer a member of the 13D Group. Chelonian is a wholly-owned subsidiary of Unicorn, a wholly-owned subsidiary of ACF. ACF is a wholly-owned subsidiary of ACF Holdings, a wholly-owned subsidiary of Highcrest. Approximately 99.34% of stock of Highcrest is owned by Buffalo Investors Corp., a New York corporation, ("Buffalo"). Buffalo is a wholly-owned subsidiary of Starfire. Starfire is wholly-owned by Mr. Icahn. Mr. Icahn owns 99.5% of Riverdale LLC. The general partner of Valise is Barberry Corp., a Delaware corporation, ("Barberry"). Mr. Icahn is the sole stockholder of Barberry. Registrants may be deemed to be a "group" within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended (the "Act"). Chelonian is primarily engaged in the business of investing in securities. Valise is a limited partnership which was formed to acquire phones of Issuer. Barberry is the general partner of limited partnerships which are controlled by Icahn. Mr. Icahn's present principal occupation is acting as Chairman of the Board of Directors of ACF Industries, Incorporated, a corporation primarily engaged in the leasing, sale and manufacture of railroad freight and tank cars. Carl C. Icahn is the sole stockholder and director of Chelonian. Further, Mr. Icahn owns 99.5% of Riverdale LLC and is the sole stockholder of Barberry, the general partners of High River and Valise, respectively. As such, Mr. Icahn is in a position, directly and indirectly, to determine the investment and voting decisions made by Registrants. Item 4. PURPOSE OF TRANSACTION Item 4 is amended by deleting the entire section and replacing it with the following: All shares of the Issuer held by the Registrants have been sold. Registrants sold all Shares as follows: Name Number of Shares - ---- ---------------- Barberry 3,186,146 Carl C. Icahn 3,451,803 Chelonian 14,964 Valise 3,186,146 High River 250,693 Item 5. INTEREST IN SECURITIES OF ISSUER Item 5 is amended by deleting the entire section and replacing it with the following: As of February 11, 1997, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities of the Issuer. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Registrants are party to a Joint Filing Agreement, attached hereto as Exhibit 1, with respect to the filing of this statement. Item 7. MATERIALS TO BE FILED AS EXHIBITS The following document is filed as an Exhibit to this Schedule 13D: Exhibit 1 Joint Filing Agreement SIGNATURES ---------- After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13D concerning the common stock, par value $.01 per share, of Samsonite Corp., a Delaware corporation, is true, complete and correct. Dated: February 19, 1997 Carl C. Icahn By: Carl C. Icahn CHELONIAN CORP. By: Edward E. Mattner Its: President VALISE LIMITED PARTNERSHIP By: Barberry Corp. Its: General Partner By:______________________ Edward E. Mattner Its: Vice President RIVERDALE LLC By:______________________ Edward E. Mattner Its: Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC Its: General Partner By: Edward E. Mattner Its: Manager BARBERRY CORP. By: Edward E. Mattner Its: Vice President HIGHCREST INVESTORS CORP. By: Richard T. Buonato Its: Senior Vice President and Treasurer STARFIRE HOLDING CORPORATION By: Richard T. Buonato Its: Vice President,Treasurer and Controller ACF INDUSTRIES, INCORPORATED By: James J. Unger Its: Vice Chairman of the Board ACF INDUSTRIES HOLDING CORP. By: Richard T. Buonato Its: Vice President and Secretary UNICORN ASSOCIATES CORPORATION By: Edward E. Mattner Its: Vice President BUFFALO INVESTORS CORP. By:________________________ Edward E. Mattner Its: President and Treasurer Carl C. Icahn By: /s/Carl C. Icahn --------------------- Carl C. Icahn CHELONIAN CORP. By: /s/Edward E. Mattner ---------------------- Edward E. Mattner Its: President VALISE LIMITED PARTNERSHIP By: Barberry Corp. Its: General Partner /s/ Edward E. Mattner ----------------------- Edward E. Mattner Its: Vice President RIVERDALE LLC By: /S/ Edward E. Mattner ------------------------ Edward E. Mattner Its: Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC Its: General Partner By: /s/ Edward E. Mattner ------------------------ Edward E. Mattner Its: Manager BARBERRY CORP. By: /s/ Edward E. Mattner -------------------------- Its: Vice President HIGHCREST INVESTORS CORP. By: /s/ Richard T. Buonato --------------------------- Richard T. Buonato Its: Senior Vice President and Treasurer STARFIRE HOLDING CORPORATION By: /s/ Richard T. Buonato --------------------------- Richard T. Buonato Its: Vice President,Treasurer and Controller ACF INDUSTRIES, INCORPORATED By: /s/ James J. Unger -------------------------- James J. Unger Its: Vice Chairman of the Board ACF INDUSTRIES HOLDING CORP. By: /s/ Richard T. Buonato -------------------------- Richard T. Buonato Its: Vice President and Secretary UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner -------------------------- Edward E. Mattner Its: Vice President BUFFALO INVESTORS CORP. By:/s/Edward E. Mattner ----------------------------- Its: President and Treasurer EX-99 2 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share of Astrum International Corp. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 19th day of February, 1997. Carl C. Icahn By: Carl C. Icahn CHELONIAN CORP. By: Edward E. Mattner Its: President VALISE LIMITED PARTNERSHIP By: Barberry Corp. Its: General Partner By: Edward E. Mattner Its: Vice President RIVERDALE LLC By: Edward E. Mattner Its: Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC Its: General Partner By: Edward E. Mattner Its: Manager BARBERRY CORP. By: Edward E. Mattner Its: Vice President HIGHCREST INVESTORS CORP. By: Richard T. Buonato Its: Senior Vice President and Treasurer STARFIRE HOLDING CORPORATION By: Richard T. Buonato Its: Vice President,Treasurer and Controller ACF INDUSTRIES, INCORPORATED By: James J. Unger Its: Vice Chairman of the Board ACF INDUSTRIES HOLDING CORP. By: Richard T. Buonato Its: Vice President and Secretary UNICORN ASSOCIATES CORPORATION By: Edward E. Mattner Its: Vice President BUFFALO INVESTORS CORP. By:__________________________ Its: President and Treasurer Carl C. Icahn By: /s/Carl C. Icahn --------------------- Carl C. Icahn CHELONIAN CORP. By: /s/Edward E. Mattner ---------------------- Edward E. Mattner Its: President VALISE LIMITED PARTNERSHIP By: Barberry Corp. Its: General Partner By: /s/ Edward E. Mattner ----------------------- Edward E. Mattner Its: Vice President RIVERDALE LLC By: /S/ Edward E. Mattner ------------------------ Its: Manager HIGH RIVER LIMITED PARTNERSHIP By: Riverdale LLC Its: General Partner By: /s/ Edward E. Mattner ------------------------ Edward E. Mattner Its: Manager BARBERRY CORP. By: /s/ Edward E. Mattner -------------------------- Its: Vice President HIGHCREST INVESTORS CORP. By: /s/ Richard T. Buonato --------------------------- Richard T. Buonato Its: Senior Vice President and Treasurer STARFIRE HOLDING CORPORATION By: /s/ Richard T. Buonato --------------------------- Richard T. Buonato Its: Vice President,Treasurer and Controller ACF INDUSTRIES, INCORPORATED By: /s/ James J. Unger -------------------------- James J. Unger Its: Vice Chairman of the Board ACF INDUSTRIES HOLDING CORP. By: /s/ Richard T. Buonato -------------------------- Richard T. Buonato Its: Vice President and Secretary UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner -------------------------- Edward E. Mattner Its: Vice President BUFFALO INVESTORS CORP. By:/s/Edward E. Mattner ----------------------------- Its: President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----