SEC Info - Victorinox AG - ‘SC 13D’ on 9/11/02 re: Swiss Army Brands Inc

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Victorinox AG – ‘SC 13D’ on 9/11/02 re: Swiss Army Brands Inc

On: Wednesday, 9/11/02, at 4:17pm ET · Accession #: 1019056-2-665 · File #: 5-34664

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/11/02  Victorinox AG                     SC 13D                 1:40K  Swiss Army Brands Inc             Borer Fin’l Comms Inc

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             16     61K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Interest in Securities of the Issuer Material to be Filed as Exhibits Merger Plan of Merger Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
5	Item 3. Source and Amount of Funds or Other Consideration
"	Item 5. Interest in Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits
10	Plan of Merger
"	Merger

SC 13D 1st Page of 16 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934
(Amendment No.     17     )*
            ------------

 Swiss Army Brands, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.10 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 870827102
 -------------------------------------------------------
(CUSIP Number)

Claude A. Baum, Esq.
 Brown Rudnick Berlack Israels LLP
120 West 45th Street
New York, New York 10036
(212) 704-0100
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive
 Notices and Communications)

 August 28, 2002
 -------------------------------------------------------
 (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 [ ]        

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).                                                                         

 Page 1 of 7 Pages

SC 13D 2nd Page of 16 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

-------------------------------------                  -------------------------
CUSIP NO. 870827102                                            Page 2 of 7 Pages
-------------------------------------                  -------------------------

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

Victorinox AG                                           
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  [ ]    
                                                                (b)  [ ]

--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS*                                                       

WC                                                      
--------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                        
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                [ ]     

--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Switzerland                                             
--------------------------------------------------------------------------------
NUMBER OF                            7      SOLE VOTING POWER                   
SHARES                                                                          
BENEFICIALLY                                ------------------------------------
OWNED BY                             8      SHARED VOTING POWER                 
EACH REPORT-                                                               100  
ING PERSON                                  ------------------------------------
WITH                                 9      SOLE DISPOSITIVE POWER              

                                            ------------------------------------
                         10     SHARED DISPOSITIVE POWER
                                                                         100
                                            ------------------------------------

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

100                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                          
     EXCLUDES CERTAIN SHARES*                                        [ ]

--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

100%                                                    
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

CO                                                      
--------------------------------------------------------------------------------

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SCHEDULE 13D

-------------------------------------                  -------------------------
CUSIP NO. 870827102                                            Page 3 of 7 Pages
-------------------------------------                  -------------------------

--------------------------------------------------------------------------------
1        NAME OF REPORTING PERSON                                               
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

Charles Elsener, Sr.                                    
--------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  [ ]    
                                                                (b)  [ ]

--------------------------------------------------------------------------------
3        SEC USE ONLY                                                           

--------------------------------------------------------------------------------
4        SOURCE OF FUNDS*                                                       

N/A                                                     
--------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS                        
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                [ ]     

--------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION                                   

Switzerland                                             
--------------------------------------------------------------------------------
NUMBER OF                            7      SOLE VOTING POWER                   
SHARES                                                                          
BENEFICIALLY                                ------------------------------------
OWNED BY                             8      SHARED VOTING POWER                 
EACH REPORT-                                                               100  
ING PERSON                                  ------------------------------------
WITH                                 9      SOLE DISPOSITIVE POWER              

                                            ------------------------------------
                         10     SHARED DISPOSITIVE POWER
                                                                         100
                                            ------------------------------------

--------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           

100                                                     
--------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                          
     EXCLUDES CERTAIN SHARES*                                        [ ]

--------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                     

100%                                                    
--------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON*                                              

IN                                                      
--------------------------------------------------------------------------------

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        Victorinox AG, a Swiss corporation ("Victorinox") and Charles Elsener,
Sr., a citizen of Switzerland ("Mr. Elsener"; and together with Victorinox, the 
"Reporting Persons"), hereby amend the Statement on Schedule 13D dated April 6, 
1995, as amended by Amendment No. 1 dated April 11, 1995, Amendment No. 2 dated 
June 26, 1996, Amendment No. 3 dated November 2, 1996, Amendment No. 4 dated    
November 17, 1997, Amendment No. 5 dated December 30, 1997, Amendment No. 6     
dated November 5, 1998, Amendment No. 7 dated May 21, 1999, Amendment No. 8     
dated September 27, 2000, Amendment No. 9 dated November 17, 2000, Amendment No.
10 dated December 18, 2000, Amendment No. 11 dated January 4, 2001, Amendment   
No. 12 dated April 17, 2001, Amendment No. 13 dated July 6, 2001, Amendment No. 
14 dated September 25, 2001, Amendment No 15 dated June 12, 2002, and Amendment 
No. 16 dated August 13, 2002 (collectively, the "Amended Statement"), filed by  
the Reporting Persons with respect to the Common Stock, par value $.10 per share
("Common Stock"), of Swiss Army Brands, Inc., a Delaware corporation ("Swiss    
Army"), formerly known as The Forschner Group, Inc. In Amendment No. 16, SABI   
Acquisition Corp., a wholly owned subsidiary of Victorinox ("SABI Acquisition"),
joined as a filing person to the Amended Statement. Effective August 28, 2002,  
SABI Acquisition was merged with and into Swiss Army and, as a result, (among   
other things) it has ceased to have a separate existence. Accordingly, SABI     
Acquisition is no longer a separate filing person with respect to the Amended   
Statement.                                                                      

      The purpose of this Amendment No. 17 is to report that on August 28,
2002, a Certificate of Ownership and Merger was filed by SABI Acquisition (the  
"Certificate of Merger") with the Secretary of State of the State of Delaware   
with respect to the merger of SABI Acquisition with and into Swiss Army (the    
"Merger"). The Merger was the final step in Victorinox's process of taking Swiss
Army private. On July 23, 2002, SABI Acquisition commenced a tender offer for   
all outstanding shares of Common Stock not owned by Victorinox, SABI Acquisition
or their affiliates. At 12:00 midnight New York City time, on Monday, August 26,
2002, the tender offer expired. Approximately 2,564,415 shares were tendered    
pursuant to the tender offer. Such shares, together with the shares already     
owned by SABI Acquisition, Victorinox and their affiliates, constituted         
approximately 98.8% of the outstanding shares. On August 27, 2002, effective as 
of 12:01 a.m. New York City time, all shares validly tendered and not withdrawn 
prior to the expiration of the offer were accepted for payment. After the       
completion of the tender offer, Victorinox and Mr. Elsener each transferred all 
shares of Common Stock held by them to SABI Acquisition, and then SABI          
Acquisition acquired the remainder of the outstanding shares of Common Stock by 
effecting a short-form merger. The Merger was effective August 28, 2002.        

     As a result of the Merger, the separate corporate existence of SABI
Acquisition has terminated and Swiss Army is the surviving corporation of the   
Merger and a wholly owned subsidiary of Victorinox. Under the Certificate of    
Merger, shares of Common Stock (other than: (i) shares held in the Swiss Army   
Brands treasury or by any subsidiary of Swiss Army Brands; (ii) shares held by  
Purchaser, Victorinox, or any of their respective affiliates; and (iii) shares  
held by any holder who shall have properly exercised and not have withdrawn or  
failed to perfect appraisal rights with respect to such shares in accordance    
with Section 262 of the Delaware General Corporation Law) have been converted   
into the right to receive $9.00 in cash, less any required withholding of taxes 
and without payment of interest (the "Merger Consideration"). Pursuant to the   
Certificate of Merger, 8,173,520 shares of Swiss Army common stock held by SABI 
Acquisition immediately prior to the merger were cancelled for no consideration 
and the 100 shares of common stock of SABI Acquisition outstanding immediately  
prior to the merger were converted into 100 outstanding shares of Swiss Army    
common stock.                                                                   

        Each Reporting Person is responsible for the completeness and accuracy
of only that information concerning such Reporting Person contained herein, or  
in any subsequent amendment, and is not responsible for the completeness or     
accuracy of any information concerning the other Reporting Person. Neither      
Reporting Person knows or has reason to believe that any information concerning 
the other Reporting Person contained herein is inaccurate, and the execution of 
any subsequent amendment by each Reporting Person shall constitute a            
representation by such Reporting Person that it or he neither knows nor has     
reason to believe that any information concerning the other Reporting Person    
contained in such amendment is inaccurate at the time of such execution. Each   

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SC 13D 5th Page of 16 TOC 1st Previous Next ↓Bottom Just 5th
Reporting Person hereby disclaims any responsibility for (i) the filing of any  
reports or information required under Section 13(d) of the Exchange Act and     
Regulation 13D-G promulgated thereunder relating to the other Reporting Person  
or (ii) the timeliness of any such filing.                                      

      Except as set forth herein, there has been no material change in the
facts set forth in the Amended Statement with respect to either Reporting       
Person. Items and sub-items not expressly addressed herein are inapplicable with
respect to the Reporting Persons, or the responses to them with respect to the  
Reporting Persons either are negative or have not changed from those of the     
Amended Statement.                                                              

Item 3.  Source and Amount of Funds or Other Consideration                      
-------------------------------------------------             

SABI Acquisition paid approximately $25,800,000 for all of the
outstanding shares of Common Stock pursuant to the tender offer and the Merger. 
In addition, approximately $423,000 was paid by Victorinox and Swiss Army to    
cover fees and expenses related to the transactions. The aggregate purchase     
price for the Common Stock was paid out of Victorinox's working capital.        

Item 5.  Interest in Securities of the Issuer                                   
------------------------------------                          

        (a)      As a result of the Merger and the transactions consummated in
connection therewith, Victorinox holds an aggregate of 100 shares of Common     
Stock, constituting 100% of the issued and outstanding shares of Common Stock as
of the date hereof. As the controlling stockholder of Victorinox, Mr. Elsener   
may be deemed to be the beneficial owner of the 100 shares of Common Stock held 
by Victorinox.                                                                  

        (b)      Victorinox and Mr. Elsener share with each other the power to
vote or direct the vote, and to dispose or direct the disposition of, the 100   
shares of Common Stock held by Victorinox.                                      

    (c)      On August 27, 2002, after completion of the tender offer,
Victorinox and Mr. Elsener transferred 5,262,400 and 346,705 shares of Common   
Stock, respectively, for no consideration to SABI Acquisition, in order to      
enable SABI Acquisition to effect the Merger. There were no other transactions  
in Common Stock effected by the Reporting Persons during the past 60 days.      

Item 7.  Material to be Filed as Exhibits                                       
--------------------------------                              

Exhibit A:        Joint Filing Agreement, dated September 27, 2000, between     
                  Victorinox AG and Charles Elsener, Sr. (incorporated herein by
reference to Exhibit A to Amendment No. 8). 

Exhibit B:        Press Release issued by Victorinox on August 27, 2002         
                  announcing the expiration of the tender offer (incorporated by
            reference to Exhibit (a)(5)(F) to Amendment No. 4 to the
              Schedule TO filed by Victorinox, SABI Acquisition, Charles
            Elsener, Sr., Charles Elsener, Jr. and Eduard Elsener on
August 27, 2002).                           

Exhibit C:        Certificate of Ownership and Merger filed by SABI Acquisition 
                  with the Secretary of State of the State of Delaware on August
28, 2002.                                   

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        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.                                                                        

Dated: September 10, 2002                                                       

           VICTORINOX AG

                          By: /s/ CHARLES ELSENER, JR.
                              ------------------------
                          Charles Elsener, Jr.
               President

                              /s/ CHARLES ELSENER, SR.
                              ------------------------
                          Charles Elsener, Sr.

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 EXHIBIT INDEX

Exhibit No.                        Description                         Reference
-----------                        -----------                         ---------

A          Joint Filing Agreement, dated September 27, 2000,         *
between Victorinox AG and Charles Elsener, Sr.  

 B          Press Release issued by Victorinox on August 27,          **
   2002 announcing the expiration of the tender offer.

  C          Certificate of Ownership and Merger filed by SABI         ***
Acquisition with the Secretary of State of the  
State of Delaware on August 28, 2002.           

-----------                                                                     
*        Incorporated herein by reference to Exhibit A to Amendment No. 8 of the
Reporting Persons' Schedule 13D filed on September 28, 2000.  
**       Incorporated herein by reference to Exhibit (a)(5)(F) to Amendment No. 
     4 to the Schedule TO filed by Victorinox, SABI Acquisition, Charles
     Elsener, Sr., Charles Elsener, Jr. and Eduard Elsener on August 27,
2002.                                                         
***      Filed herewith.                                                        

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                                                                       EXHIBIT C
                                                                       ---------

 CERTIFICATE OF OWNERSHIP AND MERGER
 -----------------------------------
 (Pursuant to Section 253 of the Delaware General Corporation Law)

of

SABI ACQUISITION CORP.
----------------------
(a Delaware corporation)

 with and into

 SWISS ARMY BRANDS, INC.
 -----------------------
(a Delaware corporation)

THE UNDERSIGNED HEREBY CERTIFIES THAT:                                          

         1.       SABI Acquisition Corp. (hereinafter called "Purchaser" or this
"Corporation") is a corporation organized pursuant the Delaware General         
Corporation Law on July 9, 2002.                                                

         2.       Purchaser, as the owner of in excess of 90% of the outstanding
capital stock of Swiss Army Brands, Inc., a corporation organized pursuant to   
Delaware General Corporation Law ("Swiss Army Brands"), hereby merges itself    
with and into Swiss Army Brands.                                                

    3.       The name of the surviving corporation shall be Swiss Army
Brands, Inc.                                                                    

        4.       The Certificate of Incorporation of the surviving corporation
is attached hereto as Exhibit B.                                                

      5.       Upon the effective time of the merger, each share of common
stock, $.01 par value per share, of Purchaser, which is issued and outstanding  
immediately prior to the effective time shall be converted into and become      
exchangeable for one fully paid and non-assessable share of common stock, $.01  
par value per share, of the surviving corporation.                              

       6.       Such merger of Purchaser with and into Swiss Army Brands has
been adopted, approved, certified, executed, and acknowledged by Purchaser in   
accordance with the laws of the State of Delaware.                              

         7.       Such merger of Purchaser with and into Swiss Army Brands shall
be effective upon filing this Certificate with the Secretary of State of the    
State of Delaware.                                                              

       8.       The following is a copy of the resolutions adopted as of the
27th day of August, 2002, by the Board of Directors of Purchaser with respect to
such merger:                                                                    

WHEREAS:          As a result of the tender offer recently completed by this    
               Corporation for the outstanding shares of common stock, par
            value $.10 per share (the "Common Stock"), of Swiss Army
               Brands, Inc., a Delaware corporation ("Swiss Army Brands"),
            this Corporation is the owner of in excess of 90% of the
                 outstanding shares of capital stock of Swiss Army Brands; and

WHEREAS:          This Board of Directors deems it to be advisable and in the   
          best interest of this Corporation for it to merge (the
                  "Merger") with and into Swiss Army Brands pursuant to the Plan
                  of Merger attached hereto as Exhibit A (the "Plan of Merger");

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NOW, THEREFORE, it is hereby                                                    

RESOLVED:         That the Plan of Merger and the Merger be, and they hereby    
                are, authorized and approved in all respects by the Board of
Directors of this Corporation;              

RESOLVED:         That the officers of this Corporation be, and each of them    
                  hereby is, authorized and empowered, in the name and on behalf
                 of this Corporation, to execute and deliver, and to file with
                  the Secretary of State of the State of Delaware, a Certificate
                of Ownership and Merger in order to implement and effect the
Merger; and                                 

RESOLVED:         That the officers of this Corporation be, and each of them    
                  hereby is, authorized and empowered, in the name and on behalf
                of this Corporation and/or as an officer thereof, to execute
                 and deliver such other and further documents and instruments,
              to bear such fees and expenses, and to take such other and
            further actions, as any such officer, acting in his sole
                 discretion, shall deem to be necessary, advisable, convenient
           or proper in order to effect the Merger or otherwise to
              further carry out the intent of the foregoing resolutions.

        IN WITNESS WHEREOF, the undersigned has executed this Certificate this
28th day of August 2002.                                                        

                    SABI ACQUISITION CORP.
                      (a Delaware corporation)

                          By: /s/ CHARLES ELSENER, JR.
                                           -------------------------------------
                                     Charles Elsener, Jr., President

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                                                                       Exhibit A
                                                                       ---------

PLAN OF MERGER

 THIS PLAN OF MERGER, dated as of August 27, 2002 (this "Plan of
Merger"), provides for the merger of SABI Acquisition Corp., a Delaware         
corporation ("Purchaser") and a wholly owned subsidiary of Victorinox AG, a     
corporation organized under the laws of Switzerland ("Victorinox"), and Swiss   
Army Brands, Inc., a Delaware corporation ("Swiss Army Brands").                

BACKGROUND

   Purchaser is the holder of approximately 98.8% of the outstanding
capital stock of Swiss Army Brands; and                                         

 The parties deem it advisable and in the best interests of such
corporations that Purchaser be merged with and into Swiss Army Brands (the      
"Merger") in accordance with the provisions of Section 253 of the Delaware      
General Corporation Law ("DGCL"), and desire to state herein the mode of        
carrying the same into effect and certain other details and provisions of the   
Merger.                                                                         

MERGER

1.       Merger. Purchaser shall be merged with and into Swiss Army Brands, and 
Swiss Army Brands shall survive the Merger. (Swiss Army Brands from and after   
the Effective Time (as defined below) is hereinafter sometimes referred to as   
the "Surviving Corporation"). The Merger shall become effective upon the date   
and time of filing an appropriate certificate of ownership and merger, providing
for the Merger, with the Secretary of State of the State of Delaware (the       
"Effective Time").                                                              

2.       Governing Documents. The Certificate of Incorporation of Swiss Army    
Brands, amended and restated in its entirety as set forth on Exhibit B to the   
Certificate of Ownership and Merger, shall be the Certificate of Incorporation  
of the Surviving Corporation without change or amendment until such time (if    
any) as it shall thereafter be amended and/or restated in accordance with the   
provisions thereof and applicable law. The by-laws of Swiss Army Brands, as in  
effect immediately prior to the Effective Time, shall be the by-laws of the     
Surviving Corporation without change or amendment until such time (if any) as   
they shall thereafter be amended in accordance with the provisions thereof, the 
Certificate of Incorporation of the Surviving Corporation and applicable law.   

3.       Succession. At the Effective Time, the separate corporate existence of 
Purchaser shall cease, and Swiss Army Brands shall succeed to all of the assets 
and property (whether real, personal or mixed), rights, privileges, franchises, 
immunities and powers of Purchaser, and Swiss Army Brands shall assume and be   
subject to all of the duties, liabilities, obligations and restrictions of every
kind and description of Purchaser, including, without limitation, all           

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outstanding indebtedness of Purchaser, all in the manner and as more fully set  
forth in Section 259 of the General Corporation Law of the State of Delaware.   

4.       Directors. The director of the Board of the Purchaser immediately prior
to the Effective Time shall be the director of the Surviving Corporation at and 
after the Effective Time to serve until the expiration of his term and until his
successor is duly elected and qualified.                                        

5.       Officers. The officers of the Company immediately preceding the        
Effective Time shall be the officers of the Surviving Corporation at and after  
the Effective Time until their successors are duly elected and qualified, except
that Charles Elsener, Jr. shall serve as Chairman of the Board and Chief        
Executive Officer and Susanne Rechner shall serve as President, each until their
respective successors are duly elected and qualified.                           

6.       Conversion of Securities.                                              

       (a)      At the Effective Time, automatically by virtue of the Merger
each share of common stock, par value $.10 per share, of Swiss Army Brands      
("Swiss Army Brands Common Stock") issued and outstanding immediately prior to  
the Effective Time (other than: (i) shares held in the Swiss Army Brands        
treasury or by any subsidiary of Swiss Army Brands; (ii) shares held by         
Purchaser, Victorinox, or any of their respective affiliates; and (iii) shares  
held by any holder who shall have properly exercised and not have withdrawn or  
failed to perfect appraisal rights with respect to such shares in accordance    
with Section 262 of the DGCL ("Dissenting Shares")), shall be converted into the
right to receive an amount in cash equal to $9.00, less any required withholding
of taxes and without payment of interest (the "Merger Consideration").          

       (b)      At the Effective Time, automatically by virtue of the Merger
and the terms of the applicable stock option plans of Swiss Army Brands ("Option
Plans") and applicable option agreements entered into thereunder ("Option       
Agreements"), all options thereunder outstanding immediately prior to the       
Effective Time having an exercise price per share of less than $9.00 per share  
("In-the-Money Options") shall be deemed to have been exercised for an amount in
cash equal to the difference between (i) the exercise price of such option and  
(ii) $9.00 less any required withholding of taxes and without payment of        
interest.                                                                       

       (c)      At the Effective Time, automatically by virtue of the Merger
and the terms of the applicable Option Plans and Option Agreements, all options 
thereunder outstanding immediately prior to the Effective Time other than       
In-the-Money Options shall be terminated and cancelled and cease to be          
outstanding.                                                                    

       (d)      At the Effective Time, automatically by virtue of the Merger
each share of Swiss Army Common Stock held in the Swiss Army Brands treasury,   
and each share of Swiss Army Brands Common Stock held by any subsidiary of Swiss
Army Brands or held by Victorinox or any of their respective affiliates shall be
cancelled and retired without payment of any consideration therefor and shall   
cease to be outstanding.                                                        

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        (e)      At the Effective Time, automatically by virtue of the Merger,
each share of common stock, $.01 par value per share, of Purchaser ("Purchaser  
Common Stock") which is issued and outstanding immediately prior to the         
Effective Time shall be converted into and become exchangeable for one fully    
paid and non-assessable share of common stock, $.01 par value per share, of the 
Surviving Corporation.                                                          

         (f)      The holders of Dissenting Shares, if any, shall be entitled to
payment for such shares only to the extent permitted by and in accordance with  
the applicable provisions of the DGCL; provided, however, that if, in accordance
with such provisions of the DGCL, any holder of Dissenting Shares shall withdraw
such right to the payment of the fair value of such shares, such shares shall   
thereupon be deemed to have been converted into and to have become exchangeable 
for, as of the Effective Time, the right to receive the Merger Consideration.   
The holders of Dissenting Shares shall have and possess only such rights and    
privileges as a stockholder of Swiss Army Brands as are provided for under      
Section 262 of the DGCL.                                                        

7.       Exchange of Certificates.                                              

       (a)      From and after the Effective Time, American Stock Transfer &
Trust Company shall act as paying agent (the "Paying Agent") in effecting the   
exchange, for the Merger Consideration multiplied by the number of shares of    
Swiss Army Brands Common Stock formerly represented thereby, of certificates    
(the "Certificates") that, prior to the Effective Time, represented shares      
entitled to payment pursuant to Section 6 hereof. At or before the Effective    
Time, the Surviving Corporation shall deposit with the Paying Agent in trust for
the benefit of the holders of Certificates immediately available funds in an    
aggregate amount (the "Payment Fund") equal to the product of the Merger        
Consideration multiplied by the number of shares of Swiss Army Brands Common    
Stock entitled to payment pursuant to Section 6 hereof. Upon the surrender of   
each such Certificate, the Paying Agent shall pay the holder of such Certificate
the Merger Consideration multiplied by the number of shares of Swiss Army Brands
Common Stock formerly represented by such Certificate in exchange therefor, and 
such Certificate shall forthwith be cancelled. Until so surrendered and         
exchanged, each such Certificate shall represent solely the right to receive the
Merger Consideration multiplied by the number of shares represented by such     
Certificate. If any cash is to be paid to a name other than the name in which   
the Certificate representing shares surrendered in exchange therefor is         
registered, it shall be a condition to such payment that the person requesting  
such payment shall pay to the Paying Agent any transfer or other taxes required 
by reason of the payment of such cash to a name other than that of the          
registered holder of the Certificate surrendered, or such person shall establish
to the satisfaction of the Paying Agent that such tax has been paid or is not   
applicable. Notwithstanding the foregoing, neither the Paying Agent nor the     
Surviving Corporation shall be liable to a holder for any Merger Consideration  
delivered to a public official pursuant to applicable abandoned property,       
escheat or similar laws.                                                        

       (b)      The Paying Agent shall, pursuant to irrevocable instructions
to be given by the Surviving Corporation, make the payments referred to in      
Section 6 out of the Payment Fund. Promptly following the date which is six     
months after the Effective Time, the Paying Agent shall deliver to, or upon the 

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order of, the Surviving Corporation all cash, certificates and other documents  
in its possession relating to the transactions described in this Plan of Merger,
and the Paying Agent's duties shall terminate. Thereafter, each holder of a     
Certificate formerly representing shares of Swiss Army Brands Common Stock may  
surrender such Certificate to the Surviving Corporation and (subject to         
applicable abandoned property, escheat and similar laws) receive in exchange    
therefor the Merger Consideration, but shall have no greater rights against the 
Surviving Corporation than may be accorded to general creditors of the Surviving
Corporation under applicable law.                                               

         (c)      Promptly after the Effective Time, the Paying Agent shall mail
to each record holder of Certificates that immediately prior to the Effective   
Time represented shares of Swiss Army Brands Common Stock a form of letter of   
transmittal and instructions for use in surrendering such Certificates and      
receiving the Merger Consideration.                                             

       (d)      After the Effective Time, there shall be no transfers on the
stock transfer books of the Surviving Corporation of any Certificates which     
theretofore represented shares of Swiss Army Brands Common Stock. If, after the 
Effective Time, Certificates formerly representing shares of Swiss Army Brands  
Common Stock are presented to the Surviving Corporation or the Paying Agent,    
they shall be cancelled and exchanged for the Merger Consideration, as provided 
in Section 6, subject to applicable law in the case of Dissenting Shares.       

8.       Descriptive Headings. The descriptive headings herein are inserted for 
convenience of reference only and are not intended to be part of or to affect   
the meaning or interpretation of this Plan of Merger.                           

9.       Governing Law. This Plan of Merger shall be governed by and construed  
in accordance with the laws of the State of Delaware.                           

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                                                                       EXHIBIT B
                                                                       ---------

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

 SWISS ARMY BRANDS, INC.
 (Under Section 102 of the General Corporation Law of the State of Delaware)

       FIRST:   The name of the corporation shall be Swiss Army Brands, Inc.

         SECOND:  The address of the registered office of the Corporation in the
State of Delaware shall be at 2711 Centreville Road, Suite 400, City of         
Wilmington, County of New Castle, Delaware 19808. The name and address of the   
Corporation's registered agent in the State of Delaware at such address is      
Corporation Service Company.                                                    

        THIRD:   The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General           
Corporation Law of the State of Delaware (the "DGCL").                          

        FOURTH:  (a) The total number of shares of stock which the Corporation
shall have authority to issue is one thousand shares (1,000) shares of common   
stock, par value $.01 per share (the "Common Stock").                           

FIFTH:   The Corporation is to have perpetual existence.      

       SIXTH:   In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors of the Corporation is expressly authorized to
make, alter or repeal all or any of the provisions of the By-Laws of the        
Corporation.                                                                    

     SEVENTH: (a) The Corporation shall, to the extent and in the manner
permitted by the DGCL, indemnify any person against expenses (including         
attorneys' fees), judgments, fines, and amounts paid in settlement actually and 
reasonably incurred in connection with any threatened, pending or completed     
action, suit, or proceeding in which such person was or is a party or is        
threatened to be made a party by reason of the fact that such person is or was a
director or officer of the Corporation. For purposes of such indemnification, a 
"director" or "officer" of the Corporation shall mean any person (i) who is or  
was a director or officer of the Corporation, (ii) who is or was serving at the 
request of the Corporation as a director or officer of another corporation,     
partnership, joint venture, trust or other enterprise or (iii) who was a        
director or officer of a corporation which was a predecessor corporation of the 
Corporation or of another enterprise at the request of such predecessor         
corporation.                                                                    

         The Corporation shall be required to indemnify a director or officer in
connection with any action, suit, or proceeding (or part thereof) initiated by  

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such director or officer only if the initiation of such action, suit, or        
proceeding (or part thereof) by the director or officer was authorized by the   
Board of Directors of the Corporation.                                          

         The Corporation shall pay the reasonable expenses (including attorney's
fees) incurred by a director or officer of the Corporation entitled to          
indemnification hereunder in defending any action, suit or proceeding referred  
to in this Article Eighth in advance of its final disposition; provided,        
however, that payment of expenses incurred by a director or officer of the      
Corporation in advance of the final disposition of such action, suit or         
proceeding shall be made only upon receipt of an undertaking by the director or 
officer to repay all amounts advanced in the event that it should ultimately be 
determined that the director or officer is not entitled to be indemnified under 
this Article Eighth or otherwise.                                               

   The rights conferred on any person by section (a) of this Article
Eighth shall not be exclusive of any other rights which such person may have or 
hereafter acquire under any statute, provision of this Certificate of           
Incorporation or any agreement, vote of the stockholders or disinterested       
directors or other action provided that the same conforms to the provisions of  
this Certificate of Incorporation, as the same may be amended from time to time,
and the laws of the State of Delaware.                                          

        Any repeal or modification of the foregoing provisions of this Article
Eighth shall not adversely affect any right or protection hereunder of any      
person in respect of any act or omission occurring prior to the time of such    
repeal or modification.                                                         

                 (b)      The Corporation shall have the power, to the maximum
extent and in the manner permitted by the DGCL to indemnify any person, in      
addition to directors and officers of the Corporation, against reasonable       
expenses (including reasonable attorneys' fees), judgments, fines, and amounts  
paid in settlement actually and reasonably incurred in connection with any      
threatened, pending or completed action, suit, or proceeding, in which such     
person was or is a party or is threatened to be made a party by reason of the   
fact that such person is or was an employee or agent of the Corporation. For    
purposes of this section (b) of Article Eighth, an "employee" or "agent" of the 
Corporation (other than a director or officer) shall mean any person (i) who is 
or was an employee or agent of the Corporation, (ii) who is or was serving at   
the request of the Corporation as an employee or agent of another corporation,  
partnership, joint venture, trust or other enterprise or (iii) who was an       
employee or agent of a corporation which was a predecessor corporation of the   
Corporation or of another enterprise at the request of such predecessor         
corporation.                                                                    

                (c)      The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of 
the Corporation, or is or was serving at the request of the Corporation as a    
director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or   
her status as such, whether or not the Corporation would have the power to      
indemnify him or her against such liability under the provisions of the DGCL.   

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EIGHTH:  No director of the Corporation shall be liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary    
duty as a director, except for liability (a) for any breach of the director's   
duty of loyalty to the Corporation or its shareholders, (b) for acts or         
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction 
from which the director derived an improper personal benefit. If the DGCL       
hereafter is amended to authorize the further elimination or limitation of the  
liability of directors, then the liability of a director of the Corporation, in 
addition to the limitation on personal liability provided herein, shall be      
limited to the fullest extent permitted by the amended DGCL. Any repeal or      
modification of this Section by the shareholders of the Corporation shall be    
prospective only and shall not adversely affect any limitation on the personal  
liability of a director of the Corporation existing at the time of such repeal  
or modification.                                                                

       NINTH:   No contract or other transaction of the Corporation with any
other person, firm or corporation, or in which this corporation is interested,  
shall be affected or invalidated by: (a) the fact that any one or more of the   
directors or officers of the Corporation is interested in or is a director or   
officer of such other firm or corporation; or, (b) the fact that any director or
officer of the Corporation, individually or jointly with others, may be a party 
to or may be interested in any such contract or transaction, so long as the     
contract or transaction is authorized, approved or ratified at a meeting of the 
Board of Directors by a sufficient vote thereon by directors not interested     
therein, to which such fact of relationship or interest has been disclosed, or  
the contract or transaction has been approved or ratified by vote or written    
consent of the shareholders entitled to vote, to whom such fact of relationship 
or interest has been disclosed, or so long as the contract or transaction is    
fair and reasonable to the Corporation. Each person who may become a director or
officer of the Corporation is hereby relieved from any liability that might     
otherwise arise by reason of his contracting with the Corporation for the       
benefit of himself or any firm or corporation in which he may in any way be     
interested.                                                                     

         TENTH:   The Corporation reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Incorporation in the      
manner now or hereafter prescribed by law, and all rights and powers conferred  
herein on stockholders, directors, and officers are subject to this reserved    
power.                                                                          

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	9/11/02
	9/10/02	6
	8/28/02	1	7
	8/27/02	4	10	SC 13E3/A, SC TO-T/A
	8/26/02	4
	8/13/02	4		SC 13D/A, SC 13E3/A, SC 14D9/A, SC TO-T/A
	7/23/02	4		SC 13E3, SC 14D9, SC TO-T
	7/9/02	8
	6/12/02	4		SC 13D/A, SC 14D9, SC TO-C
	9/25/01	4
	7/6/01	4
	4/17/01	4
	1/4/01	4
	12/18/00	4
	11/17/00	4
	9/28/00	7		SC 13D/A
	9/27/00	4	7
	5/21/99	4
	11/5/98	4
	12/30/97	4		SC 13D/A
	11/17/97	4
	11/2/96	4
	6/26/96	4		SC 13D/A
	4/11/95	4
	4/6/95	4		SC 13D
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Victorinox AG – ‘SC 13D’ on 9/11/02 re: Swiss Army Brands Inc

On: Wednesday, 9/11/02, at 4:17pm ET · Accession #: 1019056-2-665 · File #: 5-34664

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
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