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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
Item 7. Material To Be Filed as Exhibits
The following documents are filed as Exhibits to
this Schedule 13D:
Exhibit 1 Joint Filing Statement
<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 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
<PAGE>
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.]
