UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Astrum International Corp.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
04648T 10 6
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 10,1994
(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. /X/ (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>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Testudo 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*
WC; 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
99,665
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
99,665
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,665
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Tortoise 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*
WC; 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
1,848,118
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,848,118
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,118
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 12.0%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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*
WC; 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
1,253,327
8 SHARED VOTING POWER
1,947,783
9 SOLE DISPOSITIVE POWER
1,253,327
10 SHARED DISPOSITIVE POWER
1,947,783
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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
3,201,110
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,201,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.7%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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
3,201,110
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,201,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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
3,201,110
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,201,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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
3,201,110
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,201,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Icahn 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
3,201,110
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,201,110
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.7%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Riverdale Investors Corp., Inc.
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*
WC
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
250,693
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
250,693
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,693
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 1.6%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Mark H. Rachesky
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*
PF
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
75,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
75,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 0.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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
3,451,803
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
3,451,803
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,803
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 22.3%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
Item 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per
share ("Shares"), of Astrum Internatiuonal Corp. (the "Issuer"). The
address of the principal executive offices of the Issuer is 40301 Fisher
Island Drive, Fisher Island, Florida 33109.
Item 2. IDENTITY AND BACKGROUND
The persons filing this statement are Testudo Corp., a New York
corporation ("Testudo"), Tortoise Corp., a New York corporation
("Tortoise"), 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"), Icahn Holding Corporation, a
Delaware corporation ("IHC"), Riverdale Investors Corp., Inc., a Delaware
corporation ("Riverdale"), Carl C. Icahn, a citizen of the United States
of America and Mark H. Rachesky, a citizen of the United States of America
(collectively, the "Registrants"). The principal business address and the
address of the principal office of the Registrants is 100 South Bedford
Road, Mount Kisco, New York 10549, with the exception of ACF, whose
principal business address and the address of its principal office is 3301
Rider Trail South, Earth City, Missouri 63045.
Testudo and Tortoise are wholly-owned subsidiaries of Chelonian.
Chelonian is a wholly-owned subsidiary of Unicorn. Unicorn is a wholly-owned
subsidiary of ACF. ACF is a wholly-owned subsidiary of Holding.
Holding is a wholly-owned subsidiary of Highcrest. Highcrest is
approximately 99.5% owned by IHC. Mr. Icahn is the sole stockholder of
IHC. Mr. Icahn is also the sole stockholder of Riverdale.
Registrants may be deemed to be a "group" within the meaning of
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended (the "Act").
Tortoise, Chelonian and Unicorn are primarily engaged in the
business of investing in securities. ACF is primarily engaged in the
leasing, sale and manufacture of railroad freight and tank cars. Holding,
Highcrest and IHC are primarily engaged in holding, either directly or
through subsidiaries, a majority of the common stock of ACF. IHC also
holds all of the stock of Icahn & Co., Inc. ("Icahn & Co."), a registered
broker-dealer. From time to time, IHC invests directly and indirectly in
securities. Riverdale is primarily engaged in the business of owning real
estate. Mr. Icahn's present principal occupation is acting as Chairman of
the Board of Directors of ACF. Mr. Rachesky's present principal
employment is with IHC, where Mr. Rachesky engages in finance and
investment activities.
The name, present principal occupation or employment and
business address of each director and executive officer of Testudo,
Tortoise, Chelonian, Unicorn, ACF, Holding, Highcrest, IHC and Riverdale
are set forth on Schedule A attached hereto.
Carl C. Icahn is the sole stockholder and director of Riverdale
and the sole stockholder, a director and President of IHC. Mr. Icahn is
also Chairman of the Board, a director and President of Highcrest and
Chairman of the Board and a director of Holding and ACF. Further, Mr.
Icahn is a director of Unicorn, Chelonian, Tortoise and Testudo.
Mr. Icahn is in a position directly and indirectly to determine the
investment and voting decisions made by Registrants other than Mr.
Rachesky.
Neither Testudo, Tortoise, Chelonian, Unicorn, ACF, Holding,
Highcrest, IHC, Riverdale, Mr. Icahn, Mr. Rachesky nor any executive
officer or director of any of the Registrants, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On June 8, 1993, the effective date of the Issuer's plan of
reorganization under Chapter 11 of Title 11 of the United States
Bankruptcy Code (the "Plan"), Testudo, Tortoise, Chelonian and Unicorn may
be deemed to have received directly an aggregate of 3,201,110 Shares
pursuant to the Plan. Testudo, Tortoise, Chelonian and Unicorn received
such Shares in exchange for their respective holdings of Issuer's pre-petition
securities, which securities were purchased with working capital
and funds extended by brokerage firms in connection with margin
transactions effected for Testudo, Tortoise, Chelonian and Unicorn. Such
Shares are currently pledged as security for loans to Testudo, Tortoise
and Chelonian.
On August 10, 1994, Registrants commenced purchasing the
additional 325,693 Shares which they may be deemed to beneficially own for
the aggregate purchase price of $6,188,116.56. Such Shares were purchased
by Riverdale, with funds borrowed and to be borrowed by Riverdale from
other corporations owned by Mr. Icahn, and by Mr. Rachesky, with his
personal funds.
Item 4. PURPOSE OF TRANSACTION
Registrants have purchased Shares of Issuer for investment
purposes. Depending upon market conditions, price, availability and other
factors, Registrants may at any time and from time to time acquire
additional Shares in the open market or in privately negotiated
transactions with third parties or otherwise. Registrants also reserve
the right at any time and from time to time to dispose of some or all
Shares they may be deemed to beneficially own. A registration statement
filed under the Securities Act of 1933, as amended covering 3,201,110
Shares owned by Registrants other than Mr. Rachesky became effective on
June 21, 1994.
Mr. Icahn and Mr. Rachesky are directors of Issuer.
Item 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the close of business on August 19, 1994, Registrants
may be deemed to beneficially own in the aggregate 3,526,803 Shares,
representing approximately 22.8% of the Issuer's outstanding Shares (based
upon the number of Shares reported to be outstanding in Amendment No. 4 to
Issuer's Registration Statement on Form S-1 filed with the U.S. Securities
and Exchange Commission on June 15, 1994). Registrants have direct
beneficial ownership of the Shares as follows:
<TABLE>
Number of Approximate Percentage of
Name Shares Outstanding Shares
- ---- -------- ------------------
<S> <C> <C>
Testudo 99,665 0.6%
Tortoise 1,848,11 12.0%
Chelonian 1,253,327 8.1%
Riverdale 250,693 1.6%
Mr. Rachesky 75,000 0.5%
</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 of which
each of Testudo, Tortoise, Chelonian and Riverdale may be deemed to be the
direct beneficial owner. Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes.
Chelonian (by virtue of its position as sole shareholder of
Testudo and Tortoise), 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 of
which each of Testudo and Tortoise may be deemed to be the direct
beneficial owner. Each of Chelonian, Unicorn, ACF, Holding, Highcrest and
IHC disclaims beneficial ownership of such Shares for all other purposes.
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 of which Chelonian may be
deemed to be the direct beneficial owner. Each of Unicorn, ACF, Holding,
Highcrest and IHC disclaims beneficial ownership of such New 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, with the exception of Richard Rubin, beneficially own any
Shares. Mr. Rubin, the Assistant Secretary of ACF and Highcrest, may be
deemed to directly beneficially own an aggregate of 1,937 Shares,
representing approximately 0.01% of Issuer's outstanding Shares (based
upon the number of Shares reported to be outstanding in Amendment No. 4 to
Issuer's Registration Statement on Form S-1 filed with the U.S. Securities
and Exchange Commission on June 15, 1994).
(b) Each of Testudo, Tortoise, Chelonian and Riverdale has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares which it directly beneficially owns. Each of
Mr. Rachesky and Mr. Rubin also has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of the Shares which
each directly beneficially owns.
Each of Chelonian, Unicorn, ACF, Holding, Highcrest, IHC and Mr.
Icahn may be deemed to share with Testudo the power to vote or to direct
the vote and to dispose or to direct the disposition of Shares which
Testudo directly beneficially owns. Each of Chelonian, Unicorn, ACF,
Holding, Highcrest, IHC and Mr. Icahn may be deemed to share with Tortoise
the power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares which Tortoise directly beneficially owns. Each
of Unicorn, ACF, Holding, Highcrest, IHC and Mr. Icahn may be deemed to
share with Chelonian the power to vote or to direct the vote and to
dispose or to direct the disposition of the Shares which Chelonian
directly beneficially owns. Mr. Icahn may be deemed to share with
Riverdale the power to vote or to direct the vote and to dispose or to
direct the disposition of the Shares which Riverdale directly beneficially
owns.
(c) The following table sets forth all transactions with
respect to the Issuer's Shares effected during the past sixty days by each
of the persons named in
Item 5(a) above. Each transaction set forth below reflects a purchase
effected by means of an over-the-counter trade.
<PAGE>
<TABLE>
Price Per Riverdale Rachesky Rubin
Trade Date Share ($) Shares Shares Shares
- ---------- ----- ------ ------ ------
<S> <C> <C> <C> <C>
8/10/94 18.75 9,000 34,000 0
8/12/94 18.00 0 0 1,431
8/15/94 18.75 25,000 0 0
8/16/94 19.0625 141,193 41,000 0
8/18/94 18.8750 35,500 0 506
8/19/94 19.25 40,000 0 0
</TABLE>
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of any
Shares which Registrants may be deemed to beneficially own.
(e) Not applicable.
<PAGE>
<PAGE>
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
Item 6. SECURITIES OF THE ISSUER
Registrants are party to a Joint Filing Agreement, attached
hereto as Exhibit 1, with respect to the filing of this statement and any
amendments thereto.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
The following document is filed as an Exhibit to this Schedule
13D:
Exhibit 1 Joint Filing Agreement<PAGE>
<PAGE>
SCHEDULE A
NAME, BUSINESS ADDRESS AND PRINCIPAL
OCCUPATION OF EACH EXECUTIVE OFFICER AND
DIRECTOR OF REGISTRANTS
The following sets forth the name and principal occupation of
each executive officer and director of the Registrants. Each such person
is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is 100 South
Bedford Road, Mt. Kisco, New York 10549. To the best of Registrants'
knowledge, except as set forth in this statement on Schedule 13D, none of
the directors or executive officers of the Registrants owns any Shares of
Issuer.
ACF INDUSTRIES HOLDING CORP.
Name Position
- ---- --------
Carl C. Icahn Chairman of the Board
and Director
Richard T. Buonato Director, Vice President
and Secretary
Robert J. Mitchell President and Treasurer
ACF INDUSTRIES, INCORPORATED
Name Position
- ---- --------
Carl C. Icahn Chairman of the Board
and Director
Alfred D. Kingsley Vice Chairman of the
Board and Director
James J. Unger<F1> President and Director
<PAGE>
ACF INDUSTRIES, INCORPORATED (cont'd)
Name Position
- ---- --------
Roger D. Wynkoop<F1> Executive Vice President
James C. Bates<F1> Vice President and Chief
Financial Officer
Carl D. Eckhoff Vice President-Taxes
John L. Bowers<F1> Vice President and General Manager-
Manufacturing Operations
William L. Finn<F1> Vice President-Operations and
General Manager-New Business Group
David R. Sutliff<F1> Vice President-Engineering
George E. Sullivan<F1> Vice President-Sales and
Leasing
Robert J. Mitchell Treasurer and Secretary
[FN]
<F1> Business address is 3301 Rider Trail South, Earth City, Missouri
63045.
CHELONIAN CORP.
Name Position
- ---- --------
Carl C. Icahn Director
Edward E. Mattner President and Treasurer
Gail Golden Vice President and Secretary
<PAGE>
HIGHCREST INVESTORS CORP.
Name Position
- ---- --------
Carl C. Icahn Chairman of the Board, Director
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
ICAHN HOLDING CORPORATION
Name Position
- ---- --------
Carl C. Icahn Director and President
Joseph D. Freilich<F2> Director, Secretary and
Treasurer
Mark H. Rachesky Managing Director
Richard T. Buonato<F2> Vice President and Controller
[FN]
<F2> Business address is 1 Wall Street Court, Suite 980, New York, New
York 10005
RIVERDALE INVESTORS CORP., INC.
Name Position
- ---- --------
Carl C. Icahn Director
Edward E. Mattner President
Robert J. Mitchell Vice President and Treasurer
Gail Golden Vice President and Secretary
Richard T. Buonato Assistant Secretary
TORTOISE CORP.
Name Position
- ---- --------
Carl C. Icahn Director
Edward E. Mattner President
Gail Golden Vice President and Secretary
Robert J. Mitchell Vice President and Assistant
Secretary
TESTUDO 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 Mattner President and Treasurer
Gail Golden Vice President and Secretary
<PAGE>
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
such 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 $.01 per share, of Astrum International Corp., a
Delaware corporation, is true, complete and correct.
Dated: August 20, 1994
ICAHN HOLDING CORPORATION
HIGHCREST INVESTORS CORP.
By: /s/ Carl C. Icahn
------------------
Carl C. Icahn
Its: President
ACF INDUSTRIES HOLDING CORP.
ACF INDUSTRIES, INCORPORATED
By: /s/ Carl C. Icahn
------------------
Carl C. Icahn
Its: Chairman of the Board
/s/ Carl C. Icahn
------------------
Carl C. Icahn
[Signature page of 13D relating to
Astrum International Corp.]
<PAGE>
RIVERDALE INVESTORS CORP., INC.
UNICORN ASSOCIATES CORPORATION
CHELONIAN CORP.
TORTOISE CORP.
TESTUDO CORP.
By: /s/ Gail Golden
----------------
Gail Golden
Its: Vice President
/s/ Mark H. Rachesky
---------------------
Mark H. Rachesky
[Signature page of 13D relating to
Astrum International Corp.]
<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 Astrum International Corp. and further agree that 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 20th day of August, 1994.
ICAHN HOLDING CORPORATION
HIGHCREST INVESTORS CORP.
By: /s/ Carl C. Icahn
------------------
Carl C. Icahn
Its: President
ACF INDUSTRIES HOLDING CORP.
ACF INDUSTRIES, INCORPORATED
By: /s/ Carl C. Icahn
------------------
Carl C. Icahn
Its: Chairman of the Board
/s/ Carl C. Icahn
------------------
Carl C. Icahn
[Joint Filing Agreement for Schedule 13D
with respect to Astrum International Corp.]
<PAGE>
RIVERDALE INVESTORS CORP., INC.
UNICORN ASSOCIATES CORPORATION
CHELONIAN CORP.
TORTOISE CORP.
TESTUDO CORP.
By: /s/ Gail Golden
----------------
Gail Golden
Its: Vice President
/s/ Mark H. Rachesky
---------------------
Mark H. Rachesky
[Joint Filing Agreement for Schedule 13D
with respect to Astrum International Corp.]
