-----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, EKJN/Kow4xj5gcfK0EcXDz511bM9BGAhAxJ3E2E9yy8kmxgsi2fJVaGdAXSZaQ1x JyW1Mo52YjjIpSFAlTDirA== 0000921749-96-000049.txt : 19960506 0000921749-96-000049.hdr.sgml : 19960506 ACCESSION NUMBER: 0000921749-96-000049 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960503 SROS: NONE GROUP MEMBERS: ACF INDUSTRIES HOLDING CORP. GROUP MEMBERS: ACF INDUSTRIES, INCORPORATED INC. GROUP MEMBERS: BUFFALO INVESTORS CORP. GROUP MEMBERS: CARL C. ICAHN GROUP MEMBERS: CHELONIAN CORP. GROUP MEMBERS: HIGHCREST INVESTORS CORP. GROUP MEMBERS: ICAHN CARL C ET AL GROUP MEMBERS: PICHIN CORP. GROUP MEMBERS: STARFIRE HOLDING CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WORLD AIRLINES INC /NEW/ CENTRAL INDEX KEY: 0000278327 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 431145889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16120 FILM NUMBER: 96556189 BUSINESS ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 515 N SIXTH ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3145893261 MAIL ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 515 N 6TH ST CITY: ST LOUIS STATE: MO ZIP: 63101 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)* Trans World Airlines, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 893349837 (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) May 2, 1996 (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). Page 1 of 14 Pages List of Exhibits is on Page 14 SCHEDULE 13D CUSIP No. 893349837 Page 2 of 14 Pages 1 NAME OF REPORTING PERSON Pichin 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* 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 3 of 14 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* 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 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 4 of 14 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 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 5 of 14 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* 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 Jersey NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 6 of 14 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* 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 7 of 14 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* 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 8 of 14 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* 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 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 9 of 14 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* 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 Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 893349837 Page 10 of 14 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* 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 United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 3,666,667 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,666,667 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,666,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D AMENDMENT NO. 1 Item 1. Security and Issuer The Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on November 13, 1995, by Pichin Corp., a Delaware corporation ("Pichin"), Chelonian Corp., a New York corporation ("Chelonian"), Unicorn Associates Corporation, a New York corporation ("Unicorn"), ACF Industries Incorporated, a New Jersey corporation ("ACF"), ACF Industries Holding Corp., a Delaware corporation ("Holding"), Highcrest Investors Corp., a Delaware corporation ("Highcrest"), Buffalo Investors Corp., a New York corporation ("Buffalo"), Starfire Holding Corporation, a Delaware corporation ("Starfire") and Carl C. Icahn, a citizen of the United States of America (collectively, the "Registrants") is amended to furnish the additional information set forth herein. All capitalized terms contained herein, but not otherwise defined shall have the meanings ascribed to such terms in the original Schedule 13D previously filed by the Registrants. Item 2. Identity and Background Item 2 is amended to add the following: The principal business address and the address of the principal office of Buffalo is 100 South Bedford Road, Mount Kisco, New York 10549. Buffalo is primarily engaged in holding 99.5% of the outstanding Shares of Highcrest and is wholly-owned by Starfire. Buffalo may be deemed to be a "group" with the other Registrants within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended (the "Act"). Neither Buffalo nor any executive officer or director of Buffalo has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) 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 a finding of any violation with respect to such laws. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: A total of 500,000 Shares of the Shares which were originally deposited in the Settlement Trust were sold on May 2, 1996, as a result of the determination by the designee of the Pension Benefit Guaranty Corporation and the Registrants that it was a propitious time for the Settlement Trust to dispose of Shares and apply the proceeds of the sale to the TWA Pension Plans. Registrants are considering selling from time to time, depending on the prices which may be realized therefor, additional Shares which had been deposited in the Settlement Trust. Item 5. Interest in Securities of the Issuer Item 5(a) is hereby amended to add the following: As of the close of business on May 2, 1996, Registrants may be deemed to beneficially own the remaining aggregate of 3,666,667 Shares representing approximately 9.9% of the Issuer's outstanding Shares (based upon the 36,942,720 Shares stated to be outstanding as of March 27, 1996, in the Issuer's definitive proxy statement dated April 18, 1996) which were originally deposited in the Settlement Trust. Each of Pichin, Chelonian, Unicorn, ACF, Holding, Highcrest, Buffalo, Starfire and Carl C. Icahn have shared voting power of all 3,666,667 Shares and shared dispositive power of all 3,666,667 Shares. This does not include any of the 722 Shares of the Issuer beneficially owned by the Trans World Airlines Inc. Retirement Plans, of which Pichin is the Plan Sponsor. Item 5(c) is hereby amended to add the following: The following table sets forth all sales with respect to the Shares effected during the past 60 days by the persons named in response to Item 5(a) above. Each transaction set forth below reflects an open market sale effected on the American Stock Exchange. TRANSACTION DATE PRICE PER SHARE($) NUMBER OF SHARES 5/2/96 18 500,000 Item 7. Material To Be Filed as Exhibits The following documents are filed as Exhibits to this Schedule 13D: Exhibit 1 Joint Filing Statement 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. Dated: May 3, 1996 PICHIN CORP. By: /s/ Edward E. Mattner Edward E. Mattner Its: President CHELONIAN CORP. By: /s/ Edward E. Mattner Edward E. Mattner Its: President UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner Edward E. Mattner Its: President ACF INDUSTRIES, INCORPORATED By: /s/ Carl C. Icahn Carl C. Icahn Its: Chairman of the Board ACF INDUSTRIES HOLDING CORP. By: /s/ Richard T. Buonato Richard T. Buonato Its: Vice President HIGHCREST INVESTORS CORP. By: /s/ Richard T. Buonato Richard T. Buonato Its: Senior Vice President BUFFALO INVESTORS CORP. By: /s/ Edward E. Mattner Edward E. Mattner Its: President STARFIRE HOLDING CORPORATION By: /s/ Richard T. Buonato Richard T. Buonato Its: Vice President By: /s/ Carl C. Icahn Carl C. Icahn 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 Trans World Airlines and further agree to 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 3rd day of May, 1996. PICHIN CORP. By: /s/ Edward E. Mattner Edward E. Mattner Its: President CHELONIAN CORP. By: /s/ Edward E. Mattner Edward E. Mattner Its: President UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner Edward E. Mattner Its: President ACF INDUSTRIES, INCORPORATED By: /s/ Carl C. Icahn Carl C. Icahn Its: Chairman of the Board ACF INDUSTRIES HOLDING CORP. By: /s/ Richard T. Buonato Richard T. Buonato Its: Vice President HIGHCREST INVESTORS CORP. By: /s/ Richard T. Buonato Richard T. Buonato Its: Senior Vice President BUFFALO INVESTORS CORP. By: /s/ Edward E. Mattner Edward E. Mattner Its: President ICAHN HOLDING CORPORATION By: /s/ Richard T. Buonato Richard T. Buonato Its: Vice President By: /s/ Carl C. Icahn Carl C. Icahn [Joint filing Agreement for Schedule 13D Amendment No. 1 with respect to Trans World Airlines, Inc.] -----END PRIVACY-ENHANCED MESSAGE-----