UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Samsonite Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
04648T 10 6
(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)
February 11, 1997
(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>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
High River Limited Partnership
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*
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*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Riverdale LLC
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*
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*
OO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Valise Limited Partnership
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*
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*
-0-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ Pages
1 NAME OF REPORTING PERSON
Barberry 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*
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*
-0-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON*
CO
<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*
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
<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
-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<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*
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
<PAGE>
<<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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*
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<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*
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<PAGE>
<<PAGE>
SCHEDULE 13D
CUSIP No. 04648T106 Page __ of __ 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*
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
<<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*
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
<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*
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. 1
The undersigned hereby amends the Schedule 13D filing made on August
10, 1994 (the "Initial Filing") with regard to the common stock, par
value $.01 per share ("Shares"), of Samsonite Corporation, formerly
known as Astrum International Corp. (the "Issuer") as set forth
bellow. Unless otherwise indicated, capitalized terms contained
herein shall have the meaning ascribed to them in the Registrant's
prior 13D filing.
Item 1. SECURITY AND ISSUER
Item 1 is restated in its entirety as follows:
This statement relates to the common stock, par value $.01 per
share of the Issuer. The address of the principal executive offices of
the Issuer is 11200 East 45 Avenue, Denver, Colorado 80239.
Item 2. IDENTITY AND BACKGROUND
Item 2 is amended by adding the following:
All of the Shares owned by the Registrants as reported in the
Initial Filing, have, as a result of transfers among entities
substantially wholly-owned by Mr. Icahn, whose beneficial ownership of the
shares was unaffected by such transfers, been transferred to Chelonian
Corp., a New York corporation ("Chelonian"), Valise Limited Partnership, a
Delaware limited partnership, ("Valise") and High River Limited
Partnership, a Delaware limited partnership, ("High River").
The persons filing this statement are Chelonian, Valise, High
River and Carl C. Icahn (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, New York 10549 with the exception of Carl C. Icahn, whose principal
business address is c/o Icahn Associates Corp., 114 West 47th Street,
Suite 1925, New York, Ne York 10036.
Icahn Holding Corporation has changed its name to Starfire
Holding Corporation, a Delaware corporation, ("Starfire"). Riverdale LLC,
is a New York limited liability company has been created which is the
general partner of High River. Mr. Rachesky is no longer a member of the
13D Group.
Chelonian is a wholly-owned subsidiary of Unicorn, a wholly-owned
subsidiary of ACF. ACF is a wholly-owned subsidiary of ACF
Holdings, a wholly-owned subsidiary of Highcrest. Approximately 99.34% of
stock of Highcrest is owned by Buffalo Investors Corp., a New York
corporation, ("Buffalo"). Buffalo is a wholly-owned subsidiary of
Starfire. Starfire is wholly-owned by Mr. Icahn.
Mr. Icahn owns 99.5% of Riverdale LLC. The general partner of Valise
is Barberry Corp., a Delaware corporation, ("Barberry"). Mr. Icahn is the
sole stockholder of Barberry.
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").
Chelonian is primarily engaged in the business of investing in
securities. Valise is a limited partnership which was formed to acquire
phones of Issuer. Barberry is the general partner of limited partnerships
which are controlled by Icahn. Mr. Icahn's present principal occupation
is acting as Chairman of the Board of Directors of ACF Industries,
Incorporated, a corporation primarily engaged in the leasing, sale and
manufacture of railroad freight and tank cars.
Carl C. Icahn is the sole stockholder and director of Chelonian.
Further, Mr. Icahn owns 99.5% of Riverdale LLC and is the sole stockholder
of Barberry, the general partners of High River and Valise, respectively.
As such, Mr. Icahn is in a position, directly and indirectly, to determine
the investment and voting decisions made by Registrants.
Item 4. PURPOSE OF TRANSACTION
Item 4 is amended by deleting the entire section and replacing
it with the following:
All shares of the Issuer held by the Registrants have been sold.
Registrants sold all Shares as follows:
Name Number of Shares
- ---- ----------------
Barberry 3,186,146
Carl C. Icahn 3,451,803
Chelonian 14,964
Valise 3,186,146
High River 250,693
Item 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is amended by deleting the entire section and replacing
it with the following:
As of February 11, 1997, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities of
the Issuer.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
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.
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>
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 $.01 per share, of Samsonite Corp., a Delaware
corporation, is true, complete and correct.
Dated: February 19, 1997
Carl C. Icahn
By:
Carl C. Icahn
CHELONIAN CORP.
By:
Edward E. Mattner
Its: President
VALISE LIMITED PARTNERSHIP
By: Barberry Corp.
Its: General Partner
By:______________________
Edward E. Mattner
Its: Vice President
RIVERDALE LLC
By:______________________
Edward E. Mattner
Its: Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
Its: General Partner
By:
Edward E. Mattner
Its: Manager
BARBERRY CORP.
By:
Edward E. Mattner
Its: Vice President
HIGHCREST INVESTORS CORP.
By:
Richard T. Buonato
Its: Senior Vice President
and Treasurer
STARFIRE HOLDING CORPORATION
By:
Richard T. Buonato
Its: Vice President,Treasurer
and Controller
ACF INDUSTRIES, INCORPORATED
By:
James J. Unger
Its: Vice Chairman of the Board
ACF INDUSTRIES HOLDING CORP.
By:
Richard T. Buonato
Its: Vice President and Secretary
UNICORN ASSOCIATES CORPORATION
By:
Edward E. Mattner
Its: Vice President
BUFFALO INVESTORS CORP.
By:________________________
Edward E. Mattner
Its: President and Treasurer<PAGE>
Carl C. Icahn
By: /s/Carl C. Icahn
---------------------
Carl C. Icahn
CHELONIAN CORP.
By: /s/Edward E. Mattner
----------------------
Edward E. Mattner
Its: President
VALISE LIMITED PARTNERSHIP
By: Barberry Corp.
Its: General Partner
/s/ Edward E. Mattner
-----------------------
Edward E. Mattner
Its: Vice President
RIVERDALE LLC
By: /S/ Edward E. Mattner
------------------------
Edward E. Mattner
Its: Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
Its: General Partner
By: /s/ Edward E. Mattner
------------------------
Edward E. Mattner
Its: Manager
BARBERRY CORP.
By: /s/ Edward E. Mattner
--------------------------
Its: Vice President
HIGHCREST INVESTORS CORP.
By: /s/ Richard T. Buonato
---------------------------
Richard T. Buonato
Its: Senior Vice President
and Treasurer
STARFIRE HOLDING CORPORATION
By: /s/ Richard T. Buonato
---------------------------
Richard T. Buonato
Its: Vice President,Treasurer
and Controller
ACF INDUSTRIES, INCORPORATED
By: /s/ James J. Unger
--------------------------
James J. Unger
Its: Vice Chairman of the Board
ACF INDUSTRIES HOLDING CORP.
By: /s/ Richard T. Buonato
--------------------------
Richard T. Buonato
Its: Vice President and Secretary
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
--------------------------
Edward E. Mattner
Its: Vice President
BUFFALO INVESTORS CORP.
By:/s/Edward E. Mattner
-----------------------------
Its: President and Treasurer
<PAGE>
EXHIBIT 1
<PAGE>
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 19th day of February, 1997.
Carl C. Icahn
By:
Carl C. Icahn
CHELONIAN CORP.
By:
Edward E. Mattner
Its: President
VALISE LIMITED PARTNERSHIP
By: Barberry Corp.
Its: General Partner
By:
Edward E. Mattner
Its: Vice President
RIVERDALE LLC
By:
Edward E. Mattner
Its: Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
Its: General Partner
By:
Edward E. Mattner
Its: Manager
BARBERRY CORP.
By:
Edward E. Mattner
Its: Vice President
HIGHCREST INVESTORS CORP.
By:
Richard T. Buonato
Its: Senior Vice President
and Treasurer
STARFIRE HOLDING CORPORATION
By:
Richard T. Buonato
Its: Vice President,Treasurer
and Controller
ACF INDUSTRIES, INCORPORATED
By:
James J. Unger
Its: Vice Chairman of the Board
ACF INDUSTRIES HOLDING CORP.
By:
Richard T. Buonato
Its: Vice President and Secretary
UNICORN ASSOCIATES CORPORATION
By:
Edward E. Mattner
Its: Vice President
BUFFALO INVESTORS CORP.
By:__________________________
Its: President and Treasurer
<PAGE>
Carl C. Icahn
By: /s/Carl C. Icahn
---------------------
Carl C. Icahn
CHELONIAN CORP.
By: /s/Edward E. Mattner
----------------------
Edward E. Mattner
Its: President
VALISE LIMITED PARTNERSHIP
By: Barberry Corp.
Its: General Partner
By: /s/ Edward E. Mattner
-----------------------
Edward E. Mattner
Its: Vice President
RIVERDALE LLC
By: /S/ Edward E. Mattner
------------------------
Its: Manager
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale LLC
Its: General Partner
By: /s/ Edward E. Mattner
------------------------
Edward E. Mattner
Its: Manager
BARBERRY CORP.
By: /s/ Edward E. Mattner
--------------------------
Its: Vice President
HIGHCREST INVESTORS CORP.
By: /s/ Richard T. Buonato
---------------------------
Richard T. Buonato
Its: Senior Vice President
and Treasurer
STARFIRE HOLDING CORPORATION
By: /s/ Richard T. Buonato
---------------------------
Richard T. Buonato
Its: Vice President,Treasurer
and Controller
ACF INDUSTRIES, INCORPORATED
By: /s/ James J. Unger
--------------------------
James J. Unger
Its: Vice Chairman of the Board
ACF INDUSTRIES HOLDING CORP.
By: /s/ Richard T. Buonato
--------------------------
Richard T. Buonato
Its: Vice President and Secretary
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
--------------------------
Edward E. Mattner
Its: Vice President
BUFFALO INVESTORS CORP.
By:/s/Edward E. Mattner
-----------------------------
Its: President and Treasurer
