Monday, May. 20, 1985

Hungry Raider

For Takeover Artist Carl Icahn, the raiding game is like eating Chinese food. As soon as he finishes munching on one company, he craves another one. Only three days after making more than $16 million in a foiled attempt to take over Uniroyal, the Connecticut-based tiremaker, Icahn disclosed that his next target will be Trans World Airlines (1984 sales: $3.7 billion). Icahn said that he and a group of partners have spent about $95 million to buy 20.5% of the airline's 32.9 million outstanding shares.

TWA will not be greeting Icahn with a friendly "welcome aboard." Said President C.E. Meyer: "Mr. Icahn's presence is uninvited and undesirable." TWA has just begun to recover from nearly a decade of turmoil that culminated in the February 1984 spin-off of its lucrative hotel and food-service divisions into a separate company. The airline posted earnings of $29.9 million in 1984, its first profit in four years, partly the result of cutbacks in its jet fleet and work force. TWA remains the No. 1 carrier on transatlantic routes, which are highly profitable. But losses on domestic flights, where cut-rate fares are common, threaten to wipe out the gains made on the overseas front.

Icahn has made no formal bid to take control of the company, but he has had private meetings with TWA officials. At first the raider suggested that TWA should abandon many domestic routes and sell off parts of the airline. But he quickly backed away from that proposal after TWA officials contended it would not be feasible because the airline needs its domestic routes to feed passengers into its overseas flights. Wall Streeters doubt that Icahn will be successful in overhauling TWA. They point out that he would run into a maze of regulatory and financing problems. Said one industry expert: "The man is way out of his depth. He doesn't even know what kind of a nightmare he's getting into."

In the Uniroyal wrangle, company officers managed to fend off Icahn by attracting a friendly merger offer from a Wall Street investment firm, Clayton & Dubilier. The firm, which plans to raise $748 million for the deal, offered $22 a share, vs. Icahn's hostile bid of $18. Icahn, who amassed most of his 9% Uniroyal stake in April, withdrew his offer, promising not to increase his holdings for six months. It is not the first time Icahn has been foiled. He made an unsuccessful pass at Phillips Petroleum two months ago, and in the past has been fended off in raids on such companies as Marshall Field, Dan River and Saxon Industries. But in each of those ventures, Icahn walked away with a tidy profit.