UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
National Energy Group, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
163581 21 0
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 17, 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>
SCHEDULE 13D
CUSIP No. 163581 21 0
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
1,040,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,040,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 21 0
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
1,040,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,040,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 21 0
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
1,040,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,040,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Class A Common Stock,
par value $.10 per share ("Shares"), of National Energy Group,
Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 1400 One
Energy Square, 4925 Greenville Avenue, Dallas, Texas 75206.
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, N.Y. 10549. The principal business address and the
address of the principal office of Riverdale is 100 South
Bedford Road, Mount Kisco, N.Y. 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, N.Y. 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, N.Y. 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
executive 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 misde-
meanors), 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 1,040,000 Shares
purchased by High River was $3,086,875.00. 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 27, 1995,
Registrants may be deemed to beneficially own in the aggregate
1,040,000 Shares, representing approximately 9.9% of the
Issuer's outstanding Shares (based upon the number of Shares
reported to be outstanding in the Issuer's Form 10-QSB for the
quarter ended March 31, 1995 and the Issuer's Form 8-K dated
June 30, 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 1,040,000 9.9%
</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>
7/17/95 3.125 100,000
7/18/95 3.09375 150,000
7/18/95 3.125 30,000
7/19/95 3.125 50,000
7/21/95 3.1875 15,000
7/26/95 3.25 135,000
7/27/95 3.25 110,000
</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, N.Y. 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 Class A Common Stock,
par value $.10 per share, of National Energy Group, Inc., a
Delaware corporation, is true, complete and correct.
Dated: July 27, 1995
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
RIVERDALE INVESTORS CORP., INC.
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
National Energy Group, Inc.]
<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
Class A Common Stock, par value $.01 per share, of National Energy
Group, Inc. 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 27th day of July, 1995.
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
RIVERDALE INVESTORS CORP., INC.
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 National Energy Group
Inc.]
