SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. __)
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
312-701-7304
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 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 123,338,430 (subject to conversion of Preferred Stock)
SHARES ________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 123,338,430 (subject to conversion of Preferred Stock)
PERSON ________________________________________________________________
10 SHARED DISPOSITIVE POWER
0
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
N/A
_______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
_______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.4% (subject to conversion of Preferred Stock)
_______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
_______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3
Item 1: Security and Issuer.
This 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. 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.
104,012 shares of 13-7/8% Senior Redeemable Exchangeable Preferred Stock ("Old
Preferred Stock") held by Canadian Imperial Holdings Inc. ("CIHI") as a result
of its investment in a private placement on June 24, 1998.
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.
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 123,338,430 shares of Common Stock of the Issuer, or
approximately 43.4% of the Issuer's outstanding Common Stock through its
ownership of 63,888,430 shares of Common Stock and 59,450,000 shares of
convertible Preferred Stock which are convertible into Common Stock at any
time.
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,
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
Page 5
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.
August 19, 2003
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(Date)
/s/ Ken Kilgour
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(Signature)
Ken Kilgour / Executive
Vice President CIBC
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(Name/Title)