UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
August 29, 1996
(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. 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
8,212,544
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,212,544
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,212,544
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 163581 21 0
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Riverdale LLC
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
8,212,544
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,212,544
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,212,544
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON*
CO<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
8,212,544
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,212,544
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,212,544
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Schedule 13D filed with the U.S. Securities and Exchange
Commission ("SEC") on July 27, 1995, by 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") amended
on July 22, 1996 and August 9, 1996, is further amended to furnish the
additional information set forth herein. All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such
terms in the original Schedule 13D previously filed by the Registrants.
ITEM 2. IDENTITY AND BACKGROUND
On August 16, 1996, Riverdale LLC became a successor-in-
interest to Riverdale Investors Corp., Inc.
Item 2 is hereby amended as follows:
(i) by deleting the words "Riverdale Investors Corp. Inc." in
the third line of the first paragraph and inserting the words "Riverdale
LLC, a New York limited liability company" in place thereof; and
(ii) by deleting the second sentence of the third paragraph and
inserting the following sentence in place thereof: "Riverdale is
primarily engaged in the business of investing in securities, including
interests in real estate limited partnerships."
Schedule A is hereby deleted in its entirety and replaced by
Schedule I attached hereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following sentence:
Mr. Robert J. Mitchell, Vice President and Treasurer of
Riverdale, has been appointed a director of the Issuer as the
representative of the Registrant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended by deleting the first paragraph and
inserting the following in place thereof:
As of the close of business on August 29, 1996, Registrants may
be deemed to beneficially own in the aggregate 8,212,544 shares of common
stock, par value $.01 per share, of the Issuer (the "NEG Common Stock"),
representing approximately 21.3% of the Issuer's outstanding shares
(based upon the number of shares reported to be outstanding in footnote
(2) of the section entitled Security Ownership of Certain Beneficial
Owners and Management of NEG in Amendment No. 1 to Form S-4 Registration
Statement of the Issuer filed with the Securities and Exchange Commission
on August 7, 1996, and the number of shares of NEG Common Stock into
which the Warrants and the Preferred Stock described in Item 6 are
convertible). Registrants have direct beneficial ownership of the Common
Stock as follows:
Number of Shares Approximate Percentage of
Name of NEG Common Stock Outstanding Shares
High River 8,212,544 21.3%
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding the following:
On August 29, 1996, Alexander Energy Corporation, an Oklahoma
corporation ("Alexander") merged with and into NEG-OK, Inc., a wholly-
owned subsidiary of the Issuer (the "Merger"). The Purchaser owned
1,193,000 shares of common stock of Alexander (the "Alexander Common
Stock") prior to the Merger which pursuant to the Merger were converted
into 2,082,100 shares of NEG Common Stock.
On August 29, 1996, High River also acquired from the Issuer
for a purchase price of $10,000,000 (i) 100,000 shares of the Company's
Convertible Preferred Stock, Series D (the "Preferred Stock"), which are
convertible into 4,444,444 shares of NEG Common Stock and (ii) warrants
to purchase 700,000 shares of NEG Common Stock at $2.50 per share (the
"Warrants").
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 4, 1996
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/ EDWARD E. MATTNER
Edward E. Mattner
Its: President
RIVERDALE LLC
By: /s/ EDWARD E. MATTNER
Edward E. Mattner
Its: President
By: /s/ CARL C. ICAHN
Carl C. Icahn
[Signature Page of Schedule 13D Amendment No. 3 with respect to National
Energy Group, Inc.] <PAGE>
Schedule I
Set forth below are the name and position of the controlling member
and each executive officer/manager of Riverdale LLC ("Riverdale"). The
business address of each of the controlling member and each executive
officer/manager of Riverdale is 114 W. 47th Street, New York, New York
10036. The controlling member and each executive officer/manager of
Riverdale are each citizens of the United States of America.
Name Position
Carl C. Icahn Member (Riverdale)
Edward E. Mattner President/Manager (Riverdale)
Robert J. Mitchell Vice President and
Treasurer/Manager (Riverdale)
The following sets forth the (a) name, (b) present principal occupation
or employment and the name, principal business and address of any
corporation or other organization in which such employment or occupation
is conducted and (c) material occupations, positions, offices or
employments during the last five years, giving the starting and ending
dates of each and the name, principal business and address of any
business corporation or other organization in which such occupation,
position, office or employment was carried on, of the controlling member
and each executive officer/manager of Riverdale.
Name Principal Occupations for the Last Five Years
- ---- ---------------------------------------------
Carl C. Icahn Mr. Icahn's present principal occupation 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. Mr. Icahn has been President and a Director of IHC
since August 1982 and has been a director of ACF since
June 1984 and Chairman of the Board of ACF since October
1984. Mr. Icahn also maintains similar positions with
various of ACF's affiliates, including: (i) since 1968,
Mr. Icahn has been Chairman of the Board, President and a
Director of Icahn & Co., Inc., a Delaware corporation
(collectively with its predecessor companies by merger,
("Icahn & Co."), which is a registered broker-dealer and a
member firm of the New York Stock Exchange, Inc. and whose
address is 1 Wall Street Court, New York, N.Y. 10005; (ii)
since November 1990, Mr. Icahn has been Chairman of the
Board and a Director of American Property Investors, Inc.,
a Delaware corporation ("API") which is primarily engaged
in the business of acting as general partner of American
Real Estate Partners, L.P., and whose address is 90 South
Bedford Road, Mount Kisco, N.Y. 10549; and (iii) from 1986
until January 1993, when he resigned, Mr. Icahn was a
Director and Chairman of the Board of Trans World
Airlines, Inc. ("TWA"), whose address is One City Centre,
515 N. Sixth Street, St. Louis, Missouri 63101. Since June
1993, Mr. Icahn has also served as a Director of Astrum
International Corp., a Delaware holding company ("Astrum")
whose principal subsidiaries are Samsonite Corporation, a
manufacturer and distributor of luggage, Culligan
International Company, a manufacturer of water
purification and treatment equipment and McGregor
Corporation, a manufacturer and distributor of apparel
products and a licensor of apparel brand names. Astrum's
address is 40301 Fisher Island Drive, Fisher Island,
Florida 33129.
Edward E. Mattner Mr. Mattner's present principal occupation is acting
as a securities trader for various affiliates of Mr.
Icahn. Mr. Mattner has served in this capacity since
May 1976.
Robert J. Mitchell Mr. Mitchell's present principal occupation is acting
as Senior Vice President Finance of ACF. 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. Mr. Mitchell has served as Executive
Vice President Finance since March 1995 and also
served as Secretary of ACF since August 1993,
Treasurer from December 1984 to March 1995 and
Assistant Secretary from September 1986 to August
1993. Mr. Mitchell has also served as Treasurer
(since May 1988) and Chief Financial Officer (since
March 1995) of American Railcar Industries, Inc., a
subsidiary of ACF which is primarily engaged in the
business of repairing, refurbishing, painting and
maintaining railcars and in manufacturing and selling
parts for railcars and other industrial purposes. The
address of American Railcar Industries, Inc. is 3301
Rider Trail South, Earth City, Missouri 63045. Mr.
Mitchell became the Treasurer of TWA, whose address
is One City Centre, 515 N. Sixth Street, St. Louis,
Missouri 63101, in 1987 and held that position until
he resigned, effective as of January 5, 1993. From
March 1982 until November 1984, Mr. Mitchell was a
Vice President-Department Head of National
Westminster Bank, USA, located at 175 Water Street,
New York, N.Y. 10038.
