UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Alexander Energy Corporation
(Name of Issuer)
Common Stock, par value $0.03 per share
(Title of Class of Securities)
014617 20 3
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 21st Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 26, 1995
(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>
SCHEDULE 13D
CUSIP No. 014617 20 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC; AF
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
1,193,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,193,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,193,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.7 percent
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 014617 20 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riverdale Investors Corp., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC; AF
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
1,193,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,193,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,193,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.7 percent
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 014617 20 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
1,193,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,193,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,193,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.7 percent
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D-AMENDMENT NO. 1
The undersigned Registrants hereby amend their statement
on Schedule 13D relating to the common stock, par value $.03 per
share, of Alexander Energy Corporation as set forth herein. Unless
otherwise indicated, capitalized terms contained herein shall have
the meaning ascribed to them in Registrants' prior statements on
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 125,000 Shares
purchased by High River on July 26, 1995 was $593,750.00. The
source of funding for the purchase of these Shares was the general
working capital of High River and capital contributions by each of
Riverdale and Highcrest Investors Corp.
Item 5. Interest in Securities of Issuer
Item 5(a) is hereby amended to add the following:
(a) As of the close of business on July 26, 1995,
Registrants may be deemed to beneficially own in the aggregate
1,193,000 Shares, representing approximately 9.7 percent of the Issuer's
outstanding Shares (based upon the number of Shares reported to be
outstanding in the Issuer's Form 10-Q for the quarter ended March
31, 1995). Registrants have direct beneficial ownership of the
Shares as follows:
<TABLE>
<CAPTION>
NUMBER OF APPROXIMATE PERCENTAGE OF
NAME SHARES OUTSTANDING SHARES
<S> <C> <C>
High River 1,193,000 9.7 percent
</TABLE>
Riverdale and Mr. Icahn, by virtue of their relationships
to High River (as disclosed in Item 2), may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the
Act) the Shares which High River directly beneficially owns. Each
of Riverdale and Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes.
To the best of Registrants' knowledge, except as set
forth herein, neither the directors nor the executive officers of
the Registrants beneficially own any Shares.
Item 5(c) is hereby amended to add the following:
(c) The following table sets forth all transactions with
respect to Shares effected since the most recent filing on Schedule
13D by each of the persons named in Item 5(a) above. Each
transaction set forth below reflects an open market purchase
effected over the counter.
<TABLE>
<CAPTION>
PRICE PER HIGH RIVER
TRADE DATE SHARE ($) SHARES
<S> <C> <C>
7/26/95 4.7500 125,000
</TABLE>
<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 $.03 per share,
of Alexander Energy Corporation, an Oklahoma corporation, is true,
complete and correct.
Dated: July 27, 1995
RIVERDALE INVESTORS CORP., INC.
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and
Treasurer
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE INVESTORS CORP.,
INC.
Its: General Partner
By: /s/ Robert J. Mitchell
Robert J. Mitchell
Its: Vice President and
Treasurer
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Amendment No. 1 to Schedule 13D
with respect to Alexander Energy Corporation]
