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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Culligan Water Technologies, Inc.
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
230029100
(CUSIP Number)
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).
*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 16 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 2 of 16 Pages
1 NAME OF REPORTING PERSON
Icahn, Carl C.
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 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,451,803 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,451,803 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,451,803
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 21.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 3 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,201,110 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,201,110 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 20%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 4 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,201,110 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,201,110 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 20%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 5 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,201,110 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,201,110 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 20%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 6 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,201,110 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,201,110 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 20%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 7 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
3,201,110 shares of Common Stock
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
3,201,110 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 20%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 8 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
1,253,327 shares of Common Stock
6 SHARED VOTING POWER
1,947,783 shares of Common Stock
7 SOLE DISPOSITIVE POWER
1,253,327 shares of Common Stock
8 SHARED DISPOSITIVE POWER
1,947,783 shares of Common Stock
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,201,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 20%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 9 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
1,947,783 shares of Common Stock
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
1,947,783 shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,947,783
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 12%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 10 of 16 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 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER
250,693 shares of Common Stock
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
250,693 shares of Common Stock
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,693
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 1.5%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13G
ITEM 1
(a) Name of Issuer: Culligan Water Technologies, Inc.
(b) Address of Issuers Principal Executive Offices:
One Culligan Parkway,
Northbrook, IL 60062
ITEM 2 Name, Address and Citizenship of Persons Filing
(a) - (c) The persons filing this statement are 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") and Carl C. Icahn, 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 address and the address of its principal office
is 3301 Rider Trail South, Earth City, Missouri 63045 and Carl
C. Icahn whose address is c/o Icahn Associates Corp., 114 West
47th Street, 19th Floor, New York, New York 10036.
(d) Title of Class of Securities: Common Stock, par value $.01
(e) CUSIP Number: 230029100
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Page 11 of 16 Pages
(a) / / Broker or Dealer registered under Section 15 of the Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance company as defined in Section 3(a)(19) of the Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) / / Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G)
(h) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
NOT APPLICABLE
ITEM 4 Ownership
Ownership as of the filing date:
As of the filing date, Carl C. Icahn was the beneficial owner of 3,451,803
shares of Common Stock comprising approximately 21.7 percent of the class.
Mr. Icahn has no sole power to vote or direct the vote or sole power to
dispose or direct the disposition of the shares, however, he has shared
power to vote/direct the vote and shared power to dispose/direct the
disposition of all 3,451,803 shares.
As of the filing date, Icahn Holding Corporation was the beneficial owner
of 3,201,110 shares of Common Stock comprising approximately 20 percent
of the class. Icahn Holding Corporation has no sole power to vote or
direct the vote or sole power to dispose or direct the disposition of the
shares, however, it has shared power to vote/direct the vote and shared
power to dispose/direct the disposition of all 3,201,110 shares.
As of the filing date, Highcrest Investors Corp. was the beneficial owner
of 3,201,110 shares of Common Stock comprising approximately 20 percent
of the class. Highcrest has no sole power to vote or direct the vote or
sole power to dispose or direct the disposition of the shares, however,
it has shared power to vote/direct the vote and shared power to
dispose/direct the disposition of all 3,201,110 shares.
Page 12 of 16 Pages
As of the filing date, ACF Industries Holding Corp. was the beneficial
owner of 3,201,110 shares of Common Stock comprising approximately 20
percent of the class. ACF has no sole power to vote or direct the vote
or sole power to dispose or direct the disposition of the shares, however,
it has shared power to vote/direct the vote and shared power to
dispose/direct the disposition of all 3,201,110 shares.
As of the filing date, ACF Industries, Incorporated was the beneficial
owner of 3,201,110 shares of Common Stock comprising approximately 20
percent of the class. ACF has no sole power to vote or direct the vote
or sole power to dispose or direct the disposition of the shares, however,
it has shared power to vote/direct the vote and shared power to
dispose/direct the disposition of all 3,201,110 shares.
As of the filing date, Unicorn Associates Corporation was the beneficial
owner of 3,201,110 shares of Common Stock comprising approximately 20
percent of the class. Unicorn has no sole power to vote or direct the
vote or sole power to dispose or direct the disposition of the shares,
however, it has shared power to vote/direct the vote and shared power to
dispose/direct the disposition of all 3,201,110 shares.
As of the filing date, Chelonian Corp. was the beneficial owner of
3,201,110 shares of Common Stock comprising approximately 20 percent of
the class. Chelonian Corp. has no sole power to vote or direct the vote
or sole power to dispose or direct the disposition of the shares, however,
it has shared power to vote/direct the vote and shared power to
dispose/direct the disposition of all 3,201,110 shares.
As of the filing date, Tortoise Corp. was the beneficial owner of
1,947,783 shares of Common Stock comprising approximately 12 percent of
the class. Tortoise Corp. has sole power to vote or direct the vote and
sole power to dispose or direct the disposition of 1,947,783 shares.
As of the filing date, Riverdale Investors Corp., Inc. was the beneficial
owner of 250,603 shares of Common Stock comprising approximately 1.5
percent of the class. Riverdale has sole power to vote or direct the vote
and sole power to dispose or direct the disposition of 250,693 shares.
Page 13 of 16 Pages
ITEM 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof, the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities check the following. [ ]
NOT APPLICABLE
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person
NOT APPLICABLE
ITEM 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
NOT APPLICABLE
ITEM 8 Identification and Classification of Members of the Group
Tortoise is a wholly-owned subsidiary 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.% owned by IHC. Carl
C. Icahn is the sole stockholder of IHC. Mr. Icahn is also the sole
stockholder of Riverdale.
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10 Certification
This statement is not filed pursuant to Rule 13d-1(b); therefore the
Certification is NOT APPLICABLE
Page 14 of 16 Pages
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 13G concerning the Common
Stock, par value $.01 per share, of Culligan Water Technologies, Inc. is true,
complete and correct.
Dated: September 13, 1995
/s/ Carl C. Icahn
---------------------------------
Carl C. Icahn
ICAHN HOLDING CORPORATION
HIGHCREST INVESTORS CORP.
By: /s/ Carl C. Icahn
-----------------------------
Carl C. Icahn
President
ACF INDUSTRIES HOLDING CORP.
ACF INDUSTRIES, INCORPORATED
By: /s/ Carl C. Icahn
-----------------------------
Carl C. Icahn
Chairman of the Board
RIVERDALE INVESTORS CORP., INC.
UNICORN ASSOCIATES CORPORATION
CHELONIAN CORP.
By: /s/ Gail Golden
-----------------------------
Gail Golden
Vice President
TORTOISE CORP.
By: /s/ Gail Golden
-----------------------------
Gail Golden
Vice President and Secretary
(Signature page of Schedule 13G - Culligan)
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 13G (including amendments thereto) with respect to the
Common Stock, par value $.01 per share of Culligan Water
Technologies, Inc. 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 14th day of September,
1995.
Dated: September 13, 1995
By: /s/ Carl C. Icahn
Carl C. Icahn
ICAHN HOLDING CORPORATION
HIGHCREST INVESTORS CORP.
By: /s/ Carl C. Icahn
Carl C. Icahn
President
ACF INDUSTRIES HOLDING CORP.
ACF INDUSTRIES, INCORPORATED
By: /s/ Carl C Icahn
Carl C. Icahn
Chairman of the Board<PAGE>
RIVERDALE INVESTORS CORP., INC.
UNICORN ASSOCIATES CORPORATION
CHELONIAN CORP.
By:/s/ Gail Golden
Gail Golden
Vice President
TORTOISE CORP.
By: /s/ Gail Golden
Gail Golden
Vice President and
Secretary
<PAGE>
(Signature page of Schedule 13G - Joint Filing Agreement for
Culligan)
