HAVING GOBBLED UP all the easy takeovers, the wolves are now circling Pan American World Airways. American Airlines has the best chance of taking over Pan Am, since it has an option of first refusal, if a decision to sell is made. But there are others. Carl Icahn, who controls TWA, has made no secret of the fact that he has $1 billion in the bank and is looking for a major acquisition.

Northwest, its appetite sharpened by the takeover of Western Airlines, has been hurt by United's purchase of Pan Am's Pacific routes and would find a perfect fit with Pan Am's trans-Atlantic and South American services. Even an airline like Piedmont, ambitious to expand beyond its regional restraints, has to be thinking about what it could do with Pan Am's domestic, as well as its overseas, routes.Piedmont is owned in large measure by the Norfolk Southern Railroad - itself frustrated at not being allowed to take over Conrail. So there are more than ample funds to bankroll a Piedmont bid for Pan Am. As for Francisco A. Lorenzo, chairman and chief executive and chief architect of Texas Air's Jack-and-the-Bean-Stalk airline empire, he would be interested in a Pan Am takeover, if he could figure how to finance it.

With Pan Am stock so depressed, selling for little more than $5 a share, Mr. Lorenzo would need only about $700 million to buy all the shares outstanding. United paid a bit more than this, and got less assets when it took over Pan Am's Pacific division.

Raising money by one means or another has never been an obstacle to Mr. Lorenzo, whose holdings include Continental, People Express and New York Air (both soon to be absorbed into Continental) as well as Eastern Airlines.

If Mr. Lorenzo were to buy Pan Am, the unions wouldn't like it. But unions in general and airline unions in particular have had to learn to put up with cost-cutters like Mr. Lorenzo.

United Airlines wouldn't like it either if Texas Air bought Pan Am. United has already been downgraded to No. 2, from the long-held position as the largest airline in the free world. Having already bought half of Pan Am, United has to have a keen interest in buying the remainder. One stumbling block is the Department of Transportation. Since DOT approved Pan Am's sale of its Pacific routes to United, there would be strong opposition to letting United have the rest of the world as well. Pan Am and United are strong competitors on the U.S. mainland-Hawaii route, and this could present antitrust problems.

There seems little doubt that C.E. Acker, Pan Am's chairman and chief executive officer, would like to sell. The $750 million he received from United has dwindled to less than half, and while final results are yet to be announced for 1986, Pan Am is expected by some analysts to post its biggest annual loss since 1982. An abortive attempt was made to raise some cash through the sale of bonds late last year, but this was shelved as the red ink continued to stain Pan Am's balance sheet.

It is possible Mr. Acker will sell off the carrier's routes piecemeal, the

trans-Atlantic routes to one buyer and the South American services to another, with the airplanes and other airline assets divided according to the buyers' needs. Pan Am could then remain alive as a holding company, much the way TWA did when it decided to dismember itself.

This way of raising money and stopping losses would probably appeal to the employees. They certainly would prefer it to an outright sale to Mr. Lorenzo.

Not what, but who, is the question facing Pan Am. What might be described as phase two of the new competitive environment arising from deregulation is the emergence of the mega-carriers and their extension overseas. The fight for Pan Am is only the first round of this new battle.

For the full story: Log In, Register for Free or Subscribe