UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
National Energy Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
635812 209
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 3, 2000
(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).
1
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SCHEDULE 13D
CUSIP No. 635812 209
1 NAME OF REPORTING PERSON
Arnos 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*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,656,889
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,656,889
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,656,889
2
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.61%
14 TYPE OF REPORTING PERSON*
CO
3
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SCHEDULE 13D
CUSIP No. 635812 209
1 NAME OF REPORTING PERSON
Unicorn Associates 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*
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
4,656,889
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,656,889
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,656,889
4
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.61%
14 TYPE OF REPORTING PERSON*
CO
5
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
4,656,889
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,656,889
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,656,889
6
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.61%
14 TYPE OF REPORTING PERSON*
CO
7
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
4,656,889
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,656,889
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,656,889
8
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.61%
14 TYPE OF REPORTING PERSON*
CO
9
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
4,656,889
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,656,889
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,656,889
10
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.61%
14 TYPE OF REPORTING PERSON*
CO
11
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
4,656,889
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,656,889
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,656,889
12
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.61%
14 TYPE OF REPORTING PERSON*
CO
13
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
4,656,889
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,656,889
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,656,889
14
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.61%
14 TYPE OF REPORTING PERSON*
CO
15
<PAGE>
SCHEDULE 13D
CUSIP No. 635812 209
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*
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
927,155
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
927,155
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,155
16
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON*
PN
17
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SCHEDULE 13D
CUSIP No. 635812 209
1 NAME OF REPORTING PERSON
Barberry 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*
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
927,155
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
927,155
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,155
18
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29%
14 TYPE OF REPORTING PERSON*
PN
19
<PAGE>
SCHEDULE 13D
CUSIP No. 635812 209
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*
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
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
20
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
21
<PAGE>
SCHEDULE 13D
CUSIP No. 635812 209
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*
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
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
22
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
23
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
24
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
25
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
26
<PAGE>
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
27
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SCHEDULE 13D
CUSIP No. 635812 209
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*
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
5,584,044
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,584,044
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,584,044
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
28
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%
14 TYPE OF REPORTING PERSON*
IN
29
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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 LLC, a New York limited
liability company ("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, December 11, 1997 and December 4, 1998 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
Item 2 is hereby amended by adding the following:
The persons filing this statement are Arnos Corp., a Nevada corporation
("Arnos"), Unicorn Associates Corporation, a New York corporation ("Unicorn")
and Barberry Corp., a Delaware corporation ("Barberry", and together with
Riverdale, Arnos, Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire, High
River, Gascon, Cigas, Astral and Carl C. Icahn, the "Registrants"). The
principal business address of each of Arnos and Unicorn is 1 Wall Street Court,
Suite 980, New York, New York 10005. The principal business address of Barberry
is c/o Starfire Holding Corporation, 100 South Bedford Road, Mt. Kisco, New York
10549.
As of October 23, 2000, Barberry replaced Riverdale as the general
partner of High River. Mr. Icahn is the sole stockholder of Barberry.
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").
Arnos and Unicorn are primarily engaged in the business of investing in
securities. Arnos is a wholly-owned subsidiary of Unicorn. Unicorn is a
wholly-owned subsidiary of ACF. Barberry is primarily engaged in the business of
investing in securities and, effective as of October 23, 2000, acting as general
partner of High River. Carl C. Icahn is the sole stockholder and sole director
of each of Starfire and Barberry. As such, Mr. Icahn is in a position directly
and indirectly to determine the investment and voting decisions made by
Registrants.
Neither Arnos, Unicorn, Barberry, 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
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
30
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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.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of each of Arnos,
Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire, Riverdale, Barberry,
Gascon, Cigas and Astral is set forth on Schedule A attached hereto.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following:
The aggregate purchase price of the 4,656,889 shares of common stock,
par value $.01 per share, of the reorganized Issuer ("NEG Common Stock")
purchased by Arnos was $2,000,000. The source of funding for such purchase was
the general working capital of Arnos.
Item 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
As of August 4, 2000 (the "Effective Date") and in compliance with the
terms of the Issuer's Joint Plan of Reorganization as confirmed by the United
States Bankruptcy Court for the Northern District of Texas (the "Plan"), Dallas
Division, 3,569,300 shares of common stock of the Issuer held by High River were
converted into an aggregate of 509,900 shares of NEG Common Stock pursuant to a
7-to-1 reverse stock split and 100,000 shares of Series D Convertible Preferred
Stock, par value $1.00 per share, of the Issuer held by High River were
converted into an aggregate of 417,255 shares of NEG Common Stock. On November
3, 2000, in accordance with the Plan, Arnos purchased 4,656,889 shares of NEG
Common Stock for $2,000,000 from the reorganized Issuer.
Pursuant to the Plan, the Issuer will contribute substantially all of
its operating assets to a newly formed limited liability company ("Holding LLC")
in exchange for an equity interest in Holding LLC and Arnos will simultaneously
contribute cash or assets to Holding LLC with a net value equivalent to the net
value of the assets contributed to Holding LLC by the Issuer in exchange for an
equity interest in Holding LLC.
On the Effective Date, 300,000 warrants held by Gascon Partners were
cancelled. By virtue of the cancellation of the warrants, Gascon Partners, Cigas
and Astral are no longer deemed beneficial owners of voting securities of the
Issuer.
Item 5. INTEREST IN SECURITIES OF ISSUER
Item 5 is hereby amended in its entirety to read as follows:
31
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(a) As of the close of business on November 3, 2000, Registrants may be
deemed to beneficially own in the aggregate 5,584,044 shares of NEG Common
Stock, representing approximately 49.9% of the Issuer's common stock (based upon
the 11,190,650 shares stated to be outstanding in the Issuer's Press Release
dated November 3, 2000). Registrants have direct beneficial ownership of the NEG
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))
---- ---------------- ----------------------
Arnos 4,656,889 41.61%
High River 927,155 8.29%
Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn,
by virtue of their relationships to Arnos (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 of NEG Common Stock that Arnos directly beneficially owns. Each of
Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn disclaims
beneficial ownership of such shares for all other purposes.
Barberry 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 of NEG Common Stock that High
River directly beneficially owns. Each of Barberry 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 NEG Common Stock.
(b) Each of Arnos and High River has the sole power to vote or to
direct the vote and to dispose of or direct the disposition of the shares of NEG
Common Stock it directly beneficially owns.
Each of Unicorn, ACF, ACF Holding, Highcrest, Buffalo, Starfire and Mr.
Icahn may be deemed to share with Arnos the power to vote or to direct the vote
and to dispose or to direct the disposition of shares of NEG Common Stock that
Arnos directly beneficially owns.
Each of Barberry 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 of NEG Common Stock that High River directly beneficially
owns.
(c) The following describes all transactions with respect to shares of
NEG Common Stock effected during the past sixty days by each of the persons
named in Item 5(a) above: On November 3, 2000, Arnos consummated the purchase
from the Issuer of 4,656,988 shares of NEG Common Stock at a price per share of
approximately $.42 pursuant to the terms of the Plan.
32
<PAGE>
(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 of NEG
Common Stock that Registrants may be deemed to beneficially own.
(e) Not applicable.
Item 7. MATERIALS TO BE FILED AS EXHIBITS TO THIS SCHEDULE 13D:
Exhibit 1 Joint Filing Agreement
Schedule A
The following sets forth the name and principal occupation of each
executive officer and director of Arnos, Unicorn, ACF, ACF Holding, Highcrest,
Buffalo, Starfire, Riverdale, Gascon, Cigas, Astral and Barberry. 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., 767 Fifth Avenue, 47th Floor, New York, New York 10053.
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of Arnos
NAME POSITION
Carl C. Icahn President and Director
Edward E. Mattner Vice President
Geordie Hebard Vice President
Gail Golden Vice President, Secretary and Treasurer
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of Unicorn
NAME POSITION
Carl C. Icahn Director
Edward E. Mattner President and Treasurer
Gail Golden Vice President and Secretary
33
<PAGE>
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of ACF(1)
NAME POSITION
Carl C. Icahn Chairman
Alfred D. Kingsley(2) Vice Chairman
James J. Unger Vice Chairman
Roger D. Wynkoop President
Robert J. Mitchell Senior Vice President - Finance and
Secretary
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of ACF Holding
Carl C. Icahn Chairman and Director
Richard T. Buonato(3) Vice President, Secretary and Director
Robert J. Mitchell President and Treasurer
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of Highcrest
Carl C. Icahn President and Chairman
Richard T. Buonato Senior Vice President, Treasurer and
Director
Edward E. Mattner Director
Gail Golden Vice President and Secretary
Robert J. Mitchell Assistant Secretary
------------------
(1) Unless otherwise noted, the business address of each officer of ACF is c/o
ACF Industries, Incorporated, 620 North Second Street, St. Charles, Missouri
63301.
(2) Business address is c/o Greenway Partners, 277 Park Avenue, 27th Floor, New
York, New York 10172.
(3) Business address is c/o Icahn & Co., 1 Wall Street Court, Suite 980, New
York, New York 10005
34
<PAGE>
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of Buffalo
Richard T. Buonato Vice President, Secretary, Comptroller
and Director
Edward E. Mattner President and Treasurer
Gail Golden Assistant Secretary
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of Starfire
Carl C. Icahn President and Director
Robert J. Mitchell Secretary and Treasurer
Name, Business Address and Principal Occupation of
Managing Member of Riverdale
Carl C. Icahn Managing Member
Name, Business Address and Principal Occupation of
General Partner of Gascon
Cigas Corp.(4) General Partner
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of Cigas and Astral
Carl C. Icahn Director
Edward E. Mattner President
Richard T. Buonato Assistant Secretary
Gail Golden Vice President and Secretary
Name, Business Address and Principal Occupation of
Each Executive Officer And Director of Barberry
Carl C. Icahn President, Secretary and Chairman
---------
(4) Business address is c/o Starfire Holding Corporation, 100 South Bedford
Road, Mt. Kisco, New York 10549
35
<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 12, 2000
ARNOS CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President and Treasurer
ACF INDUSTRIES INCORPORATED
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Senior Vice President
ACF INDUSTRIES HOLDING CORP.
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: President and Treasurer
HIGHCREST INVESTORS CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
[Signature Page of 13D Amendment No. 7 with respect to
National Energy Group, Inc.]
36
<PAGE>
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 12, 2000
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
STARFIRE HOLDING CORPORATION
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.
Its: General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
RIVERDALE LLC
By: /s/ Carl C. Icahn
Carl C. Icahn
Its: Member
GASCON PARTNERS
By: Cigas Corp.
Its: General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
[Signature Page of 13D Amendment No. 7 with respect to
National Energy Group, Inc.]
37
<PAGE>
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 12, 2000
CIGAS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
ASTRAL GAS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
BARBERRY CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of 13D Amendment No. 7 with respect to
National Energy Group, Inc.]
38
<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 12th day of December, 2000.
ARNOS CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President and Treasurer
ACF INDUSTRIES INCORPORATED
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: Senior Vice President
ACF INDUSTRIES HOLDING CORP.
By: /s/ Robert J. Mitchell
Name: Robert J. Mitchell
Title: President and Treasurer
HIGHCREST INVESTORS CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
[Signature Page of Joint Filing Agreement for Schedule 13D with respect to
National Energy Group, Inc.]
39
<PAGE>
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
STARFIRE HOLDING CORPORATION
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.
Its: General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
BARBERRY CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Joint Filing Agreement for Schedule 13D with respect to
National Energy Group, Inc.]
40
