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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
NATIONAL ENERGY GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
635812100
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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.)
*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 the
disclosures provided in a prior cover page.
The information required in 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 1 OF 8
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CUSIP NO. 635812100 13G PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(A) KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
(B) RICHARD A. KAYNE - ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
(A) IS A CALIFORNIA LIMITED PARTNERSHIP
(B) IS A U.S. CITIZEN
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5 SOLE VOTING POWER
(A) 0
NUMBER OF (B) 0
SHARES -------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY (A) 3,775,736
EACH REPORTING (B) 3,775,736
PERSON WITH -------------------------------------------------------
7 SOLE DISPOSITIVE POWER
(A) 0
(B) 0
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8 SHARED DISPOSITIVE POWER
(A) 3,775,736
(B) 3,775,736
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
(A) 3,775,736
(B) 3,775,736
.............................................................................
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
(A) 8.52%
(B) 8.52%
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12 TYPE OF REPORTING PERSON*
(A) IA
(B) IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8
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United States
Securities and Exchange Commission
Schedule 13G
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<TABLE>
<S> <C> <C> <C>
Item 1. (a) Issuer: National Energy Group, Inc.
(b) Address: 4925 Greenville Avenue, Suite 1400
Dallas, Texas 75206
Item 2. (a) Filing Persons: Kayne Anderson Richard A. Kayne
Capital Advisors, L.P.
(b) Addresses: 1800 Avenue of the Stars, 1800 Avenue of the Stars,
Second Floor Second Floor
Los Angeles, CA 90067 Los Angeles, CA 90067
(c) Citizenship: Kayne Anderson Capital Advisors, L.P.
is a California limited partnership
Richard A. Kayne is a U.S. Citizen
(d) Title of Class
of Services: Common Stock
(e) Cusip Number: 635812100
</TABLE>
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the person filing is a:
(e) Kayne Anderson Capital Advisors, L.P., is an investment adviser
registered under section 203 of the Investment Advisers Act of 1940
Item 4. Ownership
(a) Amount Beneficially Owned:
Kayne Anderson Capital Advisors, L.P.
o Managed Investment Limited Partnerships 3,730,236
o Other Managed Accounts 45,500
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Total 3,775,736*
(b) Percent of Class: 8.52%
* 245,000 shares may be acquired within 60 days upon exercise of warrants and
3,530,736 shares may be acquired within 60 days upon conversion of preferred
stock.
PAGE 3 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
National Energy Group, Inc. (Issuer)
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Item 5. Ownership of Five Percent or Less of a Class If this statement is
being filed to report the fact that as of the date hereof the
reporting persons have ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[ ].
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company Not applicable.
Item 8. Identification and Classification of Members of the Group Not
applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
PAGE 4 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
National Energy Group, Inc. (Issuer)
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SIGNATURE
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.
August 10, 2000
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Date
/s/ RICHARD A. KAYNE
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Richard A. Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
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David J. Shladovsky, Secretary
PAGE 5 OF 8
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JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)
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This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.
August 10, 2000
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Date
/s/ RICHARD A. KAYNE
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Richard A. Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
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David J. Shladovsky, Secretary
PAGE 6 OF 8
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United States
Securities and Exchange Commission
SCHEDULE 13G
(cover page)
National Energy Group, Inc. (Issuer)
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Box 9. The reported shares are owned by six investment accounts
(including four investment limited partnerships, one insurance company
and an offshore corporation) managed, with discretion to purchase or
sell securities, by Kayne Anderson Capital Advisors, L.P., a
registered investment adviser.
Kayne Anderson Capital Advisors, L.P. is the sole or managing general
partner of the limited partnerships. Richard A. Kayne is the
controlling shareholder of the corporate owner of Kayne Anderson
Investment Management, Inc., the sole general partner of Kayne
Anderson Capital Advisors, L.P. Mr. Kayne is also a limited partner of
each of the limited partnerships. Kayne Anderson Capital Advisors,
L.P. disclaims beneficial ownership of the shares reported, except
those shares attributable to it by virtue of its general partner
interests in the limited partnerships. Mr. Kayne disclaims beneficial
ownership of the shares reported, except those shares held by him or
attributable to him by virtue of his limited partnership interests in
the limited partnerships and by virtue of his indirect interest in the
interest of Kayne Anderson Capital Advisors, L.P. in the limited
partnerships.
PAGE 7 OF 8
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UNDERTAKING
The undersigned agree jointly to file the attached Statement of Beneficial
Ownership on Schedule 13G with the U.S. Securities Exchange Commission and
National Energy Group, Inc.
Date: August 10, 2000
/s/ RICHARD A. KAYNE
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Richard A. Kayne
KAYNE ANDERSON CAPITAL ADVISORS, L.P.
By: Kayne Anderson Investment Management, Inc.
By: /s/ DAVID J. SHLADOVSKY
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David J. Shladovsky, Secretary
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