-----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, MOvOFRkiPdhWxtS7ZqhT246LmurATG6b4VYlSG4JOzREYNmemtQExeklhVk12Y8G QbO+7xZOZfAFkq2Qt8dmIg== 0001104659-06-005896.txt : 20060203 0001104659-06-005896.hdr.sgml : 20060203 20060203155231 ACCESSION NUMBER: 0001104659-06-005896 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060203 DATE AS OF CHANGE: 20060203 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: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47327 FILM NUMBER: 06577937 BUSINESS ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 80239 BUSINESS PHONE: 3033732000 MAIL ADDRESS: STREET 1: 11200 EAST 45TH AVENUE CITY: DENVER STATE: CO ZIP: 80239 FORMER COMPANY: FORMER CONFORMED NAME: ASTRUM INTERNATIONAL CORP DATE OF NAME CHANGE: 19931105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET STREET 2: NORTH YORK CITY: ONTARIO CANADA ZIP: M2M 4H5 SC 13D/A 1 a06-4143_2sc13da.htm AMENDMENT

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Samsonite Corporation

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

79604v105

(CUSIP Number)

 

Roger Barton
5650 Yonge Street, 5th Floor
Toronto, Ontario M2M 4H5
(416) 730-5321

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 1, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 



 

CUSIP No.  79604v105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ontario Teachers’ Pension Plan Board

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Ontario, Canada

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
163,153,613

 

8.

Shared Voting Power 
0

 

9.

Sole Dispositive Power 
163,153,613

 

10.

Shared Dispositive Power 
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
163,153,613

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
44.6%

 

 

14.

Type of Reporting Person (See Instructions)
EP

 

2



 

Item 1.

Security and Issuer

This Amendment No. 10 to Schedule 13D (the “Amendment”) amends and supplements the information set forth in the Statement on Schedule 13D filed by the Reporting Person on August 11, 2003 and amended by Amendment No. 1 on August 28, 2003, Amendment No. 2 on September 30, 2003, Amendment No. 3 on April 26, 2004, Amendment No. 4 on April 29, 2004, Amendment No. 5 on July 16, 2004, Amendment No. 6 on October 15, 2004, Amendment No. 7 on January 3, 2005, Amendment No. 8 on November 16, 2005 and Amendment No. 9 on January 4, 2006 with respect to the Common Stock, par value $0.01 per share (“Common Stock”), of Samsonite Corporation, a corporation incorporated under the laws of the State of Delaware (the “Issuer”).  The principal executive offices of the Issuer are located at 11200 East 45th Avenue, Denver, Colorado 80239.

 

 

Item 2.

Identity and Background

Item 2 is hereby restated in its entirety as follows:

(a)           This Amendment is being filed by the Ontario Teachers’ Pension Plan Board (“Teachers”).

(b) – (c)  Teachers is an Ontario, Canada corporation, the principal business of which is the administration of a pension plan and management of a pension fund for Ontario teachers.  The principal office and business address of Teachers is 5650 Yonge Street, 5th Floor, Toronto, Ontario  M2M 4H5.

The name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Teachers is set forth in Schedule A hereto, and is incorporated herein by reference.

(d)           Neither Teachers nor, to the best of Teachers’ knowledge, any of the persons identified in this Item 2 and Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           Neither Teachers nor, to the best of Teachers’ knowledge, any of the persons identified in this Item 2 and Schedule A hereto has, during the last five years, 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)            Each of the directors and the executive officers of Teachers listed on Schedule A hereto is a citizen of Canada.

 

3



 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following:

On February 1, 2006 Teachers purchased 186 shares of 2003 Convertible Preferred Stock of the Issuer (the “Preferred Stock”) in a private transaction for an aggregate purchase price of $448,260.  The source of the funds used to purchase the shares of Preferred Stock was the pension fund managed by Teachers, which includes income from the fund’s investment portfolio and contributions from members of the pension plan administered by Teachers, the Province of Ontario and from designated private schools and organizations.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby restated in its entirety as follows:

(a) – (b)  As of the date of this Amendment, Teachers is the beneficial owner of an aggregate of 24,533,088 shares of Common Stock (comprised of 24,477,118 shares of Common Stock and 5,000 warrants currently exercisable for 55,970 shares of Common Stock) and 47,746 shares of Preferred Stock which, as of February 1, 2006, were convertible into 138,620,525 shares of Common Stock, representing approximately 44.6% of the shares of Common Stock outstanding, which percentage is calculated based upon 227,159,626 shares of Common Stock reported to be outstanding by the Issuer as of December 9, 2005, as adjusted pursuant to Rule 13d-3(d)(1).  Teachers has sole voting and dispositive power over all of the shares of Common Stock and Preferred Stock beneficially owned by it.  Except as described above, neither Teachers nor, to the best of Teachers’ knowledge, any of the persons listed in Schedule A hereto beneficially owns any shares of Common Stock or Preferred Stock.

(c)           Neither Teachers nor, to the best of Teachers’ knowledge, any of the persons listed in Schedule A hereto has effected any transactions in the shares of Common Stock during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, other than the transactions described herein.

(d)           Not applicable.

 

4



 

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.

 

 

 

Date: February 3, 2006

 

 

 

 

 

ONTARIO TEACHERS’ PENSION PLAN
BOARD, an Ontario, Canada corporation

 

 

 

 

 

By:

/s/ Roger Barton

 

 

Name:  Roger Barton

 

Title:  Vice President, General Counsel and Secretary

 

5



 

SCHEDULE A

 

Directors, Executive Officers, and Controlling Persons of Ontario Teachers’ Pension Plan Board (“OTPPB”), each of whom is a citizen of Canada.

 

Name

 

Residence or Business Address

 

Occupation or Employment

 

Robin Korthals
(Chairperson)

 

Royal Trust Tower
Toronto Dominion Centre
77 King Street West, Suite 4545
Toronto, ON M5K 1K2

 

Chair, OTPPB

 

 

 

 

 

 

 

J. Douglas Grant
(Director)

 

257 Rosedale Heights Drive
Toronto, ON M4T 1C7

 

Chairperson, Sceptre Investment Counsel Limited

 

 

 

 

 

 

 

Helen Kearns
(Director)

 

71 Hudson Drive
Toronto, ON M4T 2K2

 

President and CEO, Kearns Capital Ltd.

 

 

 

 

 

 

 

Guy Matte
(Director)

 

7083 Notre-Dame
Orleans, ON K1C 1J1

 

Former Executive Director of the association des enseignants et des enseignants franco-ontariens

 

 

 

 

 

 

 

Eileen Mercier
(Director)

 

Finvoy Management Inc.
77 Strathallan Blvd.
Toronto, ON M5N 1S8

 

President, Finvoy Management Inc.

 

 

 

 

 

 

 

Thomas O’Neill
(Director)

 

33 Geraldine Court
Don Mills, ON M3A 1N2

 

Former Chairperson, PwC Consulting

 

 

 

 

 

 

 

Raymond Koskie
(Director)

 

161 Beechwood Ave.
Toronto, ON M2L 1JP

 

Founding Partner, Koskie Minsky LLP

 

 

 

 

 

 

 

Carol Stephenson
(Director)

 

University of Western Ontario
1151 Richmond St. N.
London, ON N6A 3K7

 

Dean, Richard Ivey School of Business

 

 

 

 

 

 

 

Roger Barton

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, General Counsel & Secretary of OTPPB

 

 

 

 

 

 

 

Robert Bertram

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Executive Vice-President, Investments of OTPPB

 

 

 

 

 

 

 

John Brennan

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Human Resources & Public Affairs of OTPPB

 

 

 

 

 

 

 

Russ Bruch

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President Investment Operations & Chief Information Officer of OTPPB

 

 

 

 

 

 

 

Zev Frishman

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Structured Portfolios & External Managers

 

 

 

 

 

 

 

Brian Gibson

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President, Public Equities of OTPPB

 

 

 

 

 

 

 

Dan Houle

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Business Solutions Investment I&T of OTPPB

 

 

 

 

 

 

 

Wayne Kozun

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Tactical Asset Allocation, of OTPPB

 

 

 

 

 

 

 

Claude Lamoureux

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

President and Chief Executive Officer of OTPPB

 

 

 

 

 

 

 

Jim Leech

 

5650 Yonge Street, 5th Floor

 

Senior Vice-President, Teachers’

 

 



 

 

 

Toronto, ON M2M 4H5

 

Private Capital of OTPPB

 

 

 

 

 

 

 

Ron Lepin

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President Infrastructure of OTPPB

 

 

 

 

 

 

 

Peter Maher

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President Audit Services of OTPPB

 

 

 

 

 

 

 

Rosemarie McClean

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President Member Services of OTPPB

 

 

 

 

 

 

 

David McGraw

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President and Chief Financial Officer of OTPPB

 

 

 

 

 

 

 

Dean Metcalf

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Teachers’ Private Capital of OTPPB

 

 

 

 

 

 

 

Ron Mock

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President Alternative Investments of OTPPB

 

 

 

 

 

 

 

Phil Nichols

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President IT Member Services of OTPPB

 

 

 

 

 

 

 

Neil Petroff

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President Tactical Asset Allocation & Alternative Investments

 

 

 

 

 

 

 

Sean Rogister

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Senior Vice-President Fixed Income of OTPPB

 

 

 

 

 

 

 

Lee Sienna

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President, Teachers’ Private Capital of OTPPB

 

 

 

 

 

 

 

Rosemary Zigrossi

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President Venture Capital of OTPPB

 

 

 

 

 

 

 

Barb Zvan

 

5650 Yonge Street, 5th Floor
Toronto, ON M2M 4H5

 

Vice-President Asset Mix & Risk of OTPPB

 

 


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