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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
/ /. (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 12 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 2 of 12 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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 12 Pages
1 NAME OF REPORTING PERSON
Starfire Holding Corporation (formerly known as 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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 12 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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 12 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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 12 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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 12 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
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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 12 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
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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 12 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
0
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
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>
CUSIP No. 230029100 Page 10 of 12 Pages
SCHEDULE 13G-AMENDMENT NO. 1
The undersigned hereby amends the Schedule 13G filing made on
September 15, 1995 (the "Initial Filing") with regard to the
common stock, par value $.01 per share ("Common Stock"), of
Culligan Water Technologies, Inc., (the "Issuer") as set forth
below. Unless otherwise indicated, capitalized terms
contained herein shall have the meanings ascribed to them in
the Registrants' prior 13G filing.
1. Item 2 (a)-(c) is amended by adding the following:
Icahn Holding Corporation has changed its name to Starfire
Holding Corporation. Riverdale Investors Corp., Inc. has
been dissolved.
2. Item 4 is amended by deleting the entire section and
replacing it with the following:
All shares of the Issuer held by the Reporting Persons
have been sold.
3. Item 5 is amended by deleting the entire section and
replacing it with the following:
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 [X].
<PAGE>
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 11 of 12 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of the
knowledge and belief, 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: February 14, 1997
/s/ Carl C. Icahn
-----------------------------
Carl C. Icahn
STARFIRE HOLDING CORPORATION
By:/s/ Richard T. Buonato
--------------------------
Name: Richard T. Buonato
Title: Vice-President
HIGHCREST INVESTORS CORP.
By:/s/ Richard T. Buonato
--------------------------
Name: Richard T. Buonato
Title: Senior Vice-President
ACF INDUSTRIES HOLDING CORP.
By:/s/ Robert Mitchell
--------------------------
Name: Robert Mitchell
Title: President
ACF INDUSTRIES, INCORPORATED
By:/s/ Robert Mitchell
--------------------------
Name: Robert Mitchell
Title: Senior Vice-President-
Finance
UNICORN ASSOCIATES CORPORATION
By:/s/ Edward E. Mattner
--------------------------
Name: Edward E. Mattner
Title: President
<PAGE>
<PAGE>
SCHEDULE 13G
CUSIP No. 230029100 Page 12 of 12 Pages
CHELONIAN CORP.
By:/s/ Edward E. Mattner
--------------------------
Name: Edward E. Mattner
President
TORTOISE CORP.
By:/s/ Edward E. Mattner
--------------------------
Name: Edward E. Mattner
Title: President
