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 __
<PAGE>
<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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
