UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
National Energy Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
163581 210
(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)
November 30, 1998
(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 / /.
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).
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SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
8,713,744
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,713,744
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,713,744
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
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SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Riverdale LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
8,713,744
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,713,744
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,713,744
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
19%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
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SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Gascon Partners
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
300,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
300,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
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SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Cigas Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
300,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Astral Gas Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
300,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
ACF Industries, Incorporated
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
300,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
ACF Industries Holding Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
300,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Highcrest Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
300,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Buffalo Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
300,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
300,000
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
300,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
0.7%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP No. 163581 210
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
9,013,744
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,013,744
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9,013,744
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
<PAGE>
19.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
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"), Gascon Partners, a New York general partnership
("Gascon Partners"),Cigas Corp., a Delaware corporation("Cigas") Astral Gas
Corp., a New York corporation ("Astral"), ACF Industries, Incorporated, a New
Jersey corporation ("ACF"), ACF Industries Holding Corp., a Delaware corporation
("ACF Holding"), Highcrest Investors Corp., a Delaware corporation
("Highcrest"), Buffalo Investors Corp., a New York corporation ("Buffalo") and
Starfire Holding Corporation, a Delaware corporation ("Starfire") (collectively,
the "Registrants") amended on July 22, 1996, August 9, 1996, September 4,
1996,June 17, 1997 and December 11, 1997 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 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
On November 30, 1998, Mr. Icahn met with certain directors and officers of the
Issuer. They discussed the forthcoming meeting of representatives of the Issuer
and certain holders of Issuer's outstanding 10 3/4 % Series D Notes due 2006
("Notes") which was scheduled for December 1, 1998. At the November 30, 1998,
meeting, Mr. Icahn suggested that if it were needed by Issuer, he might consider
making debtor-in-possession financing available to Issuer in the event holders
of Notes filed a petition to place Issuer into an involuntary Chapter 11
proceeding. At that meeting, Mr. Icahn also indicated there were several persons
whom he believed would be good additions to the Issuer's Board of Directors.
There was also a discussion of the right of Mr. Icahn, as holder of Issuer's
outstanding Class D Preferred Stock, to be represented by a majority of the
Board of Directors under certain circumstances. There were no agreements or
understandings reached with respect to such right.
Following that meeting, Issuer held a meeting of its Board of Directors and
elected three new directors, two of whom are employed by entities controlled by
Mr. Icahn.
Entities owned or affiliated with Mr. Icahn own Notes and may, under
certain circumstances, acquire additional Notes. In addition, they reserve the
right to dispose of any Notes at any time and from
time to time.
Item 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is hereby amended by deleting the first paragraph
inserting the following in place thereof:
As of the close of business on August 13, 1998, Registrants
may be deemed to beneficially own in the aggregate 9,013,744 shares of common
stock, par value $.01 per share, of the Issuer (the "NEG Common Stock"),
representing approximately 19.7% (computed in accordance with rule 13d- 3(d)(1))
of the Issuer's outstanding common stock as of September 30, 1998 in the
Issuer's most recent filing on Form 10-Q dated November 16, 1998 filed with the
Securities and Exchange Commission. Registrants have direct beneficial ownership
of the Common Stock as follows:
Approximate Percentage
of Outstanding Shares
Number of Shares (computed in accordance
NAME NEG COMMON STOCK WITH RULE 13D-3(D)(1))
High River 8,713,744 19%
Gascon Partners 300,000 0.7 %
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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: December 4, 1998
RIVERDALE LLC
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Member
GASCON PARTNERS
By: CIGAS CORP.
Its: Managing General Partner
By: /s/ Edward E. Mattner
Edward E. Mattner
Its: President
CIGAS CORP.
By: /s/ Edward E. Mattner
Edward E. Mattner
Its: President
ASTRAL CORP.
By: /s/ Edward E. Mattner
Edward E. Mattner
Its: President
[Signature Page of 13D Amendment No. 6 with respect to
National Energy Group, Inc.]
<PAGE>
ACF INDUSTRIES, INCORPORATED
By: /s/ James J. Unger
James J. Unger
Its: Vice Chairman of the
Board
ACF INDUSTRIES HOLDING CORP.
By: /s/ Richard T. Buonato
Richard T. Buonato
Its: Vice President and
Secretary
HIGHCREST INVESTORS CORP.
By: /s/ Richard T. Buonato
Richard T. Buonato
Its: Senior Vice President
and Treasurer
BUFFALO INVESTORS CORP.
By:/s/Edward E. Mattner
Edward E. Mattner
Its: President and Treasurer
STARFIRE HOLDING CORPORATION
By: /s/ Richard T. Buonato
Richard T. Buonato
Its: Vice President, Treasurer
and Controller
Carl C. Icahn
By: /s/Carl C. Icahn
Carl C. Icahn
[Signature Page of 13D Amendment No. 6 with respect to
National Energy Group, Inc.]
<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: December 4, 1998
RIVERDALE LLC
By:________________________
Carl C. Icahn
Its: Member
HIGH RIVER LIMITED PARTNERSHIP
By: RIVERDALE LLC
Its: General Partner
By:________________________
Carl C. Icahn
Its: Member
GASCON PARTNERS
By: CIGAS CORP.
Its: Managing General Partner
By:_________________________
Edward E. Mattner
Its: President
CIGAS CORP.
By:_________________________
Edward E. Mattner
Its: President
ASTRAL CORP.
By:_________________________
Edward E. Mattner
Its: President
[Signature Page of 13D Amendment No. 6 with respect to
National Energy Group, Inc.]
<PAGE>
ACF INDUSTRIES, INCORPORATED
By:_______________________
James J. Unger
Its: Vice Chairman of
the Board
ACF INDUSTRIES HOLDING CORP.
By:
Richard T. Buonato
Its: Vice President and
Secretary
HIGHCREST INVESTORS CORP.
By:__________________________
Richard T. Buonato
Its: Senior Vice President
and Treasurer
BUFFALO INVESTORS CORP.
By:
Edward E. Mattner
Its: President and Treasurer
STARFIRE HOLDING CORPORATION
By:
Richard T. Buonato
Its: Vice President, Treasurer
and Controller
Carl C. Icahn
By:__________________________
Carl C. Icahn
[Signature Page of 13D Amendment No. 6 with respect to
National Energy Group, Inc.]
<PAGE>
