-----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, No+YtrXNoMzgtrk2xkBpt0LbBdxXRxBQcXLZjUFSlgwooJujHadH6M31wxPu/rLt ZeJRZN8jhp7zA39Qo78M/A== 0000928475-00-000159.txt : 20001214 0000928475-00-000159.hdr.sgml : 20001214 ACCESSION NUMBER: 0000928475-00-000159 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001213 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: 788149 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 0001.txt AMENDMENT NO. 7 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO 21 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 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 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 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 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 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 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 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.9% 14 TYPE OF REPORTING PERSON* IN 29 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 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 (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 (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 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 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 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 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 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 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 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 -----END PRIVACY-ENHANCED MESSAGE-----