<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
The Western Company of North America
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
958043 40 8
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 21st Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 15, 1994
(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>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chelonian Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, 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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
295,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
295,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unicorn Associates Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
295,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
295,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACF Industries, Incorporated
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(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
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
295,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
295,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACF Industries Holding Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
295,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
295,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highcrest Investors Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
295,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
295,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Icahn Holding Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
295,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
295,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riverdale Investors Corp., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF
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
1,183,150
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,183,150
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,183,150
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 958043 40 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,478,950
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,478,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,478,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1%
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D - AMENDMENT NO. 2
The undersigned Registrants hereby amend their statement
on Schedule 13D relating to the common stock, par value $.10 per
share, of the Western Company of North America as set forth herein.
Unless otherwise indicated, capitalized terms contained herein
shall have the meaning ascribed to them in Registrants' prior
statements on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 277,800 Shares
purchased by Riverdale on November 15, 1994, including payment of
commissions, was $4,836,984. Such Shares were purchased with
borrowings pursuant to a margin account agreement with each of NFSC
and Bear Stearns and a $10,000,000 line of credit facility provided
to Riverdale by Highcrest.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
After the close of the market on November 15, 1994,
Registrants had further conversations with representatives of BJ
Services Company ("BJC") concerning the price contained in BJC's
Proposal to the Issuer. Registrants attempted to convince BJC that
the increased cash flow accruing as a result of the many synergies
involved in an acquisition by BJC of the Issuer would be greater
than BJC had projected, and therefore, the price contained in BJC's
Proposal was inadequate and should be increased. There were no
agreements, arrangements or understandings reached as a result of
that conversation.
On November 15, 1994, Registrants purchased shares of common
stock of BJC in the open market. Registrants may make additional
purchases in the open market, privately negotiated transactions, by
tender offer or otherwise and they reserve the right to dispose of
some or all of their holdings of BJC common stock in the open
market or in privately negotiated transactions to third parties or
otherwise.
On November 15, 1994, Registrants were informed by the
Federal Trade Commission that they received early termination of
the waiting period under the HSR Act with respect to Registrants'
filing regarding the Issuer's Shares. As a result, Registrants
became authorized to cross the 25% threshold, as such concept is
defined in the HSR Act.
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 November 15, 1994,
Registrants may be deemed to beneficially own in the aggregate
1,478,950 Shares, representing approximately 8.1% of the Issuer's
outstanding Shares (based upon the number of Shares reported to be
outstanding in the Issuer's Form 10-Q for the quarter ended
September 30, 1994). Registrants have direct beneficial ownership
of Shares as follows:
<TABLE>
<CAPTION>
NUMBER OF APPROXIMATE PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
<S> <C> <C>
Chelonian 295,800 1.6%
Riverdale 1,183,150 6.5%
</TABLE>
Mr. Icahn (by virtue of his relationships to the other
Registrants, as disclosed in Item 2) may be deemed to beneficially
own (as that term is defined in Rule 13d-3 under the Act), the
Shares which each of Chelonian and Riverdale directly beneficially
own. Mr. Icahn disclaims beneficial ownership of such Shares for
all other purposes.
Each of Unicorn (by virtue of its position as sole
shareholder of Chelonian), ACF (by virtue of its position as sole
shareholder of Unicorn), Holding (by virtue of its position as sole
shareholder of ACF), Highcrest (by virtue of its position as sole
stockholder of Holding) and IHC (by virtue of its position as
controlling stockholder of Highcrest) may be deemed to beneficially
own the Shares which Chelonian directly beneficially owns. Each of
Unicorn, ACF, Holding, Highcrest and IHC disclaims beneficial
ownership of such Shares for all other purposes.
To the best of Registrants' knowledge, except as set
forth herein, neither the directors nor the executive officers of
the Registrants beneficially own any Shares.
Item 5(c) is hereby amended to add the following:
The following table sets forth all transactions with
respect to Shares effected since the most recent filing on Schedule
13D by each of the persons named in Item 5(a) above. Each
transaction set forth below reflects an open market purchase
effected on the New York Stock Exchange.
<TABLE>
<CAPTION>
PRICE PER RIVERDALE
TRADE DATE SHARE ($) SHARES
<S> <C> <C>
11/15/94 17.125 10,500
11/15/94 17.375 231,300
11/15/94 17.500 36,000
</TABLE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the
knowledge and belief of each of the undersigned, each of the
undersigned certifies that the information set forth in this
statement on Schedule 13D concerning the common stock, par value
$.10 per share, of The Western Company of North America, a Delaware
corporation, is true, complete and correct.
Dated: November 15, 1994
ICAHN HOLDING CORPORATION
HIGHCREST INVESTORS CORP.
ACF INDUSTRIES HOLDING CORP.
ACF INDUSTRIES, INCORPORATED
/s/ Carl C. Icahn
all by Carl C. Icahn
/s/ Carl C. Icahn
Carl C. Icahn
RIVERDALE INVESTORS CORP., INC.
UNICORN ASSOCIATES CORPORATION
CHELONIAN CORP.
By: /s/ Gail Golden
Gail Golden
Its: Vice President
[Signature Page of Schedule 13D with respect to
The Western Company of North America]
