-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MmJym9Wrahoanr+06C7Qasm0rkV7ug+t/wUsQ9G7i7hd56SLPQjb5F+ayYOMJHXI uEISsVhNsAx1Y+Lp+2Qjfw== 0000921749-98-000223.txt : 19981207 0000921749-98-000223.hdr.sgml : 19981207 ACCESSION NUMBER: 0000921749-98-000223 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL ENERGY GROUP INC CENTRAL INDEX KEY: 0000870756 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 581922764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44333 FILM NUMBER: 98763783 BUSINESS ADDRESS: STREET 1: 1400 ONE ENERGY SQ STREET 2: 4925 GREENVILLE AVE CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2146929211 MAIL ADDRESS: STREET 1: 4925 GREENVILLE AVE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 AMENDMENT NO.6 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). 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* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19% 14 TYPE OF REPORTING PERSON* PN 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) 19% 14 TYPE OF REPORTING PERSON* CO 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) 0.7% 14 TYPE OF REPORTING PERSON* PN 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) 0.7% 14 TYPE OF REPORTING PERSON* CO 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) 0.7% 14 TYPE OF REPORTING PERSON* CO 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) 0.7% 14 TYPE OF REPORTING PERSON* CO 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) 0.7% 14 TYPE OF REPORTING PERSON* CO 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) 0.7% 14 TYPE OF REPORTING PERSON* CO 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) 0.7% 14 TYPE OF REPORTING PERSON* CO 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) 0.7% 14 TYPE OF REPORTING PERSON* CO 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) 19.7% 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"), 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 % 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.] 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.] 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.] 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.] -----END PRIVACY-ENHANCED MESSAGE-----