-----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, VaKiEtnexHfE1gbpQqpb108YrCNqxZwEG53HEjYbB4o8V4TpzJPNZESQNsJDAtC5 PqopWdy2OYBtObvQg28PVg== 0000921749-96-000057.txt : 19960515 0000921749-96-000057.hdr.sgml : 19960515 ACCESSION NUMBER: 0000921749-96-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960514 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. GROUP MEMBERS: UNICORN ASSOCIATES CORPORATION 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: 96564368 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. 2)* 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 13, 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 13 Pages List of Exhibits is on Page __ SCHEDULE 13D CUSIP No. 893349837 Page 2 of 13 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 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. 893349837 Page 3 of 13 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 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. 893349837 Page 4 of 13 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. 893349837 Page 5 of 13 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 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. 893349837 Page 6 of 13 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 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. 893349837 Page 7 of 13 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 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. 893349837 Page 8 of 13 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 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. 893349837 Page 9 of 13 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 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. 893349837 Page 10 of 13 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 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. 2 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"), as amended by Amendment No. 1 dated May 3, 1996, is further 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 name, citizenship, present principal occupation and business address of each director and executive officer of Pichin, Chelonian, Unicorn, ACF, Holding, Highcrest, Buffalo and Starfire is set forth in Schedule A attached hereto. Item 4. Purpose of Transaction Item 4 is hereby amended to add the following: A total of 2,000 Shares of the Shares which were originally deposited in the Settlement Trust were sold on May 3, 1996; a total of 1,723,800 of the Shares were sold on May 13, 1996; and a total of 1,940,867 of the Shares were sold on May 14, 1996. With these sales, no Shares which were originally deposited in the Settlement Trust remain unsold. 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 14, 1996, Registrants may be deemed own no 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 since the most recent filing on Schedule 13D 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 5/03/96 18 2,000 5/13/96 16 1,000,000 5/13/96 16.250 500,000 5/13/96 16.500 200,000 5/13/96 16.750 23,800 5/14/96 16.750 81,200 5/14/96 16 1,859,667 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 14, 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 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS Name, Business Address and Principal Occupation of Each Executive Officer and Director of Pichin, Chelonian, Unicorn, ACF, Holding, Highcrest, Buffalo and Starfire The following sets forth the name and principal occupation of executive officers and directors of Pichin, Chelonian, Unicorn, ACF, Holding, Highcrest, Buffalo and Starfire. Each such person is a citizen of the United States of America. With the exception of ACF's directors and officers, the business address of each director and officer of the Registrants is 100 South Bedford Road, Mount Kisco, New York 10549. The business address of the directors and officers of ACF is 620 N. Second St., St. Charles, Missouri 63301. PICHIN CORP. Name Position Carl C. Icahn Director Richard Rubin Director Mark H. Rachesky Director and Assistant Secretary Edward E. Mattner President and Treasurer Gail Golden Vice President and Secretary Robert J. Mitchell Assistant Secretary CHELONIAN CORP. Name Position Carl C. Icahn Director Edward E. Mattner President and Treasurer Gail Golden Vice President and Secretary UNICORN ASSOCIATES CORPORATION Name Position Carl C. Icahn Director Edward E. Mattner President and Treasurer Gail Golden Vice President and Secretary ACF INDUSTRIES INCORPORATED Name Position Carl C. Icahn Director and Chairman of the Board Alfred D. Kingsley Director and Vice Chairman of the Board James J. Unger Director and Vice Chairman of the Board Roger D. Wynkoop President and Chief Operating Officer James C. Bates Vice President and Chief Financial Officer Carl D. Eckhoff Vice President John L. Bowers Vice President David R. Sutliff Vice President George E. Sullivan Vice President Robert J. Mitchell Senior Vice President Umesh Choksi Treasurer Janet A. Kniffen Assistant Secretary Gail Golden Assistant Secretary Mark H. Rachesky Assistant Secretary Richard A. Rubin Assistant Secretary ACF INDUSTRIES HOLDING CORP. Name Position Carl C. Icahn Director and Chairman of the Board Richard T. Buonato Director, Vice President and Secretary Robert J. Mitchell President and Treasurer HIGHCREST INVESTORS CORP. Name Position Carl C. Icahn Director and Chairman of the Board and President Richard T. Buonato Director, Senior Vice President and Treasurer Edward E. Mattner Director Mark H. Rachesky Managing Director Gail Golden Vice President and Secretary Richard A. Rubin Assistant Secretary Robert J. Mitchell Assistant Secretary BUFFALO INVESTORS CORP. Name Position Richard T. Buonato Director, Vice President, Secretary and Comptroller Edward E. Mattner President and Treasurer Gail Golden Assistant Secretary STARFIRE HOLDING CORPORATION Name Position Carl C. Icahn Director and President Richard T. Buonato Vice President, Treasurer and Controller Mark H. Rachesky Managing Director Gail Golden Secretary -----END PRIVACY-ENHANCED MESSAGE-----