UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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 14, 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
/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).
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>
<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
1,068,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,068,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.7%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
<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
1,068,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,068,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.7%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
<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
1,068,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,068,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,068,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 8.7%
14 TYPE OF REPORTING PERSON*
IN<PAGE>
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the common stock, par value
$0.03 per share ("Shares"), of Alexander Energy Corporation, an
Oklahoma corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 701 Cedar Lake Boulevard,
Oklahoma City, Oklahoma 73114-7800.
Item 2. Identity and Background
The persons filing this statement are High River Limited
Partnership, a Delaware limited partnership ("High River"),
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 High River is 90
South Bedford Road, Mount Kisco, New York 10549. The principal
business address and the address of the principal office of
Riverdale is 100 South Bedford Road, Mount Kisco, New York 10549.
The principal business address and the address of the principal
office of Carl C. Icahn is c/o Icahn Associates Corp., 114 West
47th Street, 19th Floor, New York, New York 10036.
Riverdale is the general partner of High River, and Mr.
Icahn is the sole stockholder of Riverdale. Registrants may be
deemed to be a "group" within the meaning of Rule 13d-5 promulgated
under the Securities Exchange Act of 1934, as amended (the "Act").
High River is primarily engaged in the business of
investing in securities. Riverdale is primarily engaged in the
business of owning real estate and acting as general partner of
High River. Mr. Icahn's present principal occupation or employment
is acting as President and a Director of Icahn Holding Corporation,
a Delaware corporation ("IHC"), and Chairman of the Board and a
Director of various of IHC's subsidiaries, including ACF
Industries, Incorporated, a New Jersey corporation ("ACF"). IHC is
primarily engaged in the business of holding, either directly or
through subsidiaries, a majority of the common stock of ACF and its
address is 100 South Bedford Road, Mount Kisco, New York 10549.
ACF is primarily engaged in the business of leasing, selling and
manufacturing railroad freight and tank cars and its address is
3301 Rider Trail South, Earth City, Missouri 63045.
The name, citizenship, present principal occupation or
employment and business address of each director and executive
officer of Riverdale is set forth on Schedule A attached hereto.
Carl C. Icahn is the sole stockholder and director of
Riverdale. As such, Mr. Icahn is in a position directly and
indirectly to determine the investment and voting decisions made by
Registrants.
Neither High River, Riverdale, Mr. Icahn, nor any execu-
tive officer or director of any of the Registrants, has, during the
past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 1,068,000 Shares
purchased by High River was $4,546,750.00. 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., a Delaware corporation 99% owned
indirectly by Mr. Icahn and the sole limited partner of High River.
Item 4. Purpose of Transaction
Registrants have acquired the Shares for investment
purposes. Depending on market conditions and other factors,
Registrants may acquire additional Shares as they deem appropriate,
whether in open market purchases, privately negotiated transactions
or otherwise. Registrants also reserve the right to dispose of
some or all of their Shares in the open market, in privately
negotiated transactions to third parties or otherwise.
Item 5. Interest in Securities of Issuer
(a) As of the close of business on July 24, 1995,
Registrants may be deemed to beneficially own in the aggregate
1,068,000 Shares, representing approximately 8.7% 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 1,068,000 8.7%
</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.
(b) High River has the sole power to vote or to direct
the vote and to dispose or to direct the disposition of the Shares
which it directly beneficially owns.
Each of Riverdale and Mr. Icahn may be deemed to share
with High River the power to vote or to direct the vote and to
dispose or to direct the disposition of Shares which High River
directly beneficially owns.
(c) The following table sets forth all transactions with
respect to Shares effected during the past sixty days 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>
7/05/95 4.1250 450,000
7/06/95 4.1250 150,000
7/13/95 4.3125 285,000
7/14/95 4.3750 25,000
7/19/95 4.4375 25,000
7/21/95 4.4375 30,000
7/21/95 4.7500 78,000
7/24/95 4.7500 25,000
</TABLE>
(d) No other person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of any Shares which Registrants may be deemed to
beneficially own.
(e) Not applicable.
Contracts, Arrangements, Understandings
or Relationships With Respect to
Item 6. Securities of the Issuer
Registrants are party to a Joint Filing Agreement, a copy
of which is attached hereto as Exhibit 1, with respect to the
filing of this statement and any amendments thereto.
Item 7. Materials to be filed as Exhibits
The following documents are filed as Exhibits to this
Schedule 13D:
Exhibit 1 Joint Filing Agreement<PAGE>
<PAGE>
Schedule A
Name, Business Address and Principal
Occupation of each Executive Officer and
Director of Riverdale
----------------------------------------
The following sets forth the name and principal
occupation of each executive officer and director of Riverdale.
Each such person is a citizen of the United States of America.
Except as otherwise indicated, the business address of each
director and officer is c/o Icahn Associates Corp., 114 West 47th
Street, 19th Floor, New York, N.Y. 10036. To the best of
Registrants' knowledge, except as set forth in this statement on
Schedule 13D, none of the directors or executive officers of the
Registrants owns any Shares of Issuer.
<TABLE>
<CAPTION>
NAME POSITION
<S> <C>
Carl C. Icahn Director
Edward E. Mattner President
Robert J. Mitchell Vice President and Treasurer
Gail Golden Vice President and Secretary
Richard T. Buonato<F1> Assistant Secretary
</TABLE>
<F1> Business address is 1 Wall Street Court, Suite 980, New York,
New York 10005.
<PAGE>
<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 24, 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 Schedule 13D with respect to Alexander Energy Corporation]
<PAGE>
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 13D (including amendments thereto) with respect to the
common stock, par value $.03 per share of Alexander Energy
Corporation 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 24th day of July, 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
[Joint Filing Agreement for Schedule 13D
with respect to Alexander Energy Corporation]
