-----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, JJikbgjx/y0txEuhfnrtK1N7dcIaFycyzbEbOiEeEeoUglMc+EMkMFB7IoGMcA61 MP1oWTGyFhbhh5JLuApJtQ== 0000928475-03-000142.txt : 20031002 0000928475-03-000142.hdr.sgml : 20031002 20031002152432 ACCESSION NUMBER: 0000928475-03-000142 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031002 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: 1934 Act SEC FILE NUMBER: 005-41663 FILM NUMBER: 03924119 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 schedule13doct02.txt AMENDMENT NO. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) National Energy Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 635812 100 (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) October 2, 2003 (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. 635812 100 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* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada 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* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 635812 100 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) /X/ 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 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 SCHEDULE 13D CUSIP No. 635812 100 1 NAME OF REPORTING PERSON ACF Industries 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) /X/ 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* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6 0% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 635812 100 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) /X/ 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* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 635812 100 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) /X/ 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* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 635812 100 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) /X/ 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 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 SCHEDULE 13D CUSIP No. 635812 100 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) /X/ 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* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 635812 100 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* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 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* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 635812 100 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) /X/ 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* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 635812 100 1 NAME OF REPORTING PERSON American Real Estate Holdings L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (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) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 4,058,375 8 SHARED VOTING POWER 1,539,449 9 SOLE DISPOSITIVE POWER 4,058,375 10 SHARED DISPOSITIVE POWER 1,539,449 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,597,824 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 635812 100 1 NAME OF REPORTING PERSON American Real Estate Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (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) /X/ 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 5,597,824 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,597,824 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,597,824 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 635812 100 1 NAME OF REPORTING PERSON American Property Investors, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (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) /X/ 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 5,597,824 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,597,824 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,597,824 12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 635812 100 1 NAME OF REPORTING PERSON Beckton Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (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) /X/ 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 5,597,824 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,597,824 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,597,824 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 635812 100 1 NAME OF REPORTING PERSON Greenville Holding 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) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,539,449 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,539,449 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,539,449 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.7% 25 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 635812 100 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) /X/ 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 5,597,824 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,597,824 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,597,824 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% 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 (the "SEC") on July 27, 1995, by Registrants with respect to the shares of Common Stock, $0.01 par value (the "Shares") of National Energy Group, Inc. (the "Issuer"), amended on July 22, 1996, August 9, 1996, September 4, 1996, June 17, 1997, December 11, 1997, December 4, 1998, December 13, 2000 and May 16, 2003 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, as amended, previously filed by the Registrants. Item 2. IDENTITY AND BACKGROUND Item 2 is hereby amended by adding the following: The definition of the "Registrants" is hereby amended to (i) include therein the following persons (collectively, the "Additional Registrants"): American Real Estate Holdings L.P., a Delaware limited partnership ("AREH"), American Real Estate Partners, L.P., a Delaware limited partnership ("AREP"), American Property Investors, Inc., a Delaware corporation ("API"), Beckton Corp., a Delaware corporation ("Beckton"), all having as their principal business address at 100 South Bedford Road, Mt. Kisco, New York 10549; and (ii) delete therefrom the following persons: Unicorn, ACF Industries LLC, ACF Holding, Highcrest, Buffalo, Starfire, Barberry, High River and Arnos. API is the general partner of both AREH and AREP and AREP is a limited partner of AREH owning 100 percent of the limited partnership interests therein. API is 100 percent owned by Beckton which is 100 percent owned by Carl C. Icahn. AREP is a limited partnership primarily engaged in the business of acquiring and managing real estate investments. AREP's business is conducted through a subsidiary limited partnership, AREH, in which AREP owns a 99 percent partnership interest. After giving effect to the transactions described in Item 4 below, Greenville Holding LLC ("Greenville") is wholly-owned by AREH, its sole member. API is primarily engaged in the business of acting as the general partner for AREH and AREP. Beckton is primarily engaged in the business of wholly owning API, and Carl C. Icahn is the sole stockholder and director of Beckton. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by the Additional Registrants and Greenville Holding LLC. Except as previously disclosed under Item 2(e), neither any of the Additional Registrants nor Greenville nor any of their executive officers, directors, managers or persons performing similar functions 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 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 executive officer, director, manager or person performing similar functions of each of the Additional Registrants and Greenville is set forth on Schedule A attached hereto. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In addition to the purchase price for the Shares purchased by AREH pursuant to the Stock, Debt and LLC Interest Purchase Agreement described in Item 4 below, the aggregate purchase price of the additional 13,780 Shares purchased by AREH was $15,887.45 (excluding commissions). The source of funding for the purchase of all of the Shares was in each case general working capital of AREH. Item 4. PURPOSE OF TRANSACTION Item 4 is hereby amended to add the following: On October 2, 2003, AREH acquired, pursuant to that certain Stock, Debt and LLC Interest Purchase Agreement dated as of May 16, 2003, certain debt and equity securities of the Issuer and the 100% interest in Greenville Holding LLC, from Arnos, High River and High Coast Limited Partnership, an affiliate of the Registrants, for the aggregate consideration of $154,786,773.13. Under the agreement, AREH acquired beneficial ownership of the approximately 49.9% of the Shares and 100% of the outstanding 10 3/4 % Senior Notes due 2006 of the Issuer in the aggregate principal amount of $148,637,000 owned by the Sellers thereunder. AREH also acquired additional 13,780 Shares of the Issuer through the open market purchases. In connection with the foregoing transactions, AREP issued a press release attached as Exhibit 2 hereto. Item 5. INTEREST IN SECURITIES OF ISSUER Items 5(a) and 5(b) is hereby amended and restated in its entirety to read as follows: (a) As of the close of business on October 2, 2003, Registrants may be deemed to beneficially own in the aggregate 5,597,824 representing approximately 50.02233% of the Issuer's common stock (based upon the 11,190,650 shares stated to be outstanding as of August 12, 2003 in the Issuer's Schedule 14A filed with the SEC on August 15, 2003). Registrants have direct beneficial ownership of the Shares as follows: Approximate Percentage of Outstanding Shares (computed in accordance Name Number of Shares with rule 13d-3(d)(1)) AREH 4,058,375 36.3% Greenville 1,539,449 13.7% AREH by virtue of its relationship to Greenville (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 that Greenville directly beneficially owns. AREH disclaims beneficial ownership of such Shares for all other purposes. AREP, API, Beckton and Mr. Icahn, by virtue of their relationships to AREH (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 that AREH directly and indirectly beneficially owns. Each of AREP, API, Beckton 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 nor person performing similar functions of the Registrants beneficially own any Shares. (b) Each of AREH and Greenville has the sole power to vote or to direct the vote and to dispose of or direct the disposition of the Shares it directly beneficially owns. AREH may be deemed to share with Greenville the power to vote or to direct the vote and to dispose or to direct the disposition of the Shares that Greenville directly beneficially owns. Each of AREP, API, Beckton and Mr. Icahn may be deemed to share with AREH the power to vote or to direct the vote and to dispose or to direct the disposition of the Shares that AREH directly or indirectly beneficially owns. (c) In addition to the transaction described in Item 4 above, the following table sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Registrants. All such transactions were effected in the open market, the table excludes commissions paid. No. of Shares Price Name Date Purchased Per Share AREH 09/18/03 1,015 $0.80 AREH 09/19/03 1,015 $0.95 AREH 09/23/03 2,030 $0.99 AREH 09/25/03 2,030 $1.30 AREH 09/29/03 2,690 $1.25 AREH 09/30/03 5,000 $1.22 Item 7. MATERIALS TO BE FILED AS EXHIBITS TO THIS SCHEDULE 13D: Exhibit 1 Amended and Restated Joint Filing Agreement Exhibit 2 Press Release, dated October 2, 2003 Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS The following sets forth the name, position, and principal occupation of each director and executive officer of Greenville, Beckton and API, the general partner of AREH and AREP. 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 10153. American Property Investors Inc. Directors Officers Carl C. Icahn Carl C. Icahn - Chairman of the Board William A. Leidesdorf Jack G. Wasserman John P. Saldarelli - Vice President, James L. Nelson Secretary and Treasurer Henry J. Gerard - Vice President and Controller Martin Hirsch - Executive Vice President and Director of Acquisitions and Development Beckton Corp. Directors Officers Carl C. Icahn Carl C. Icahn - Chairman of the Board, President, Secretary Richard T Buonato - Vice President and Treasurer Greenville Holding LLC Manager Martin Hirsch SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: October 2, 2003 AMERICAN REAL ESTATE HOLDINGS L.P. By: American Property Investors, Inc. General Partner By: /s/ Martin Hirsch Name: Martin Hirsch Title: Executive Vice President AMERICAN PROPERTY INVESTORS, INC. By: /s/ Martin Hirsch Name: Martin Hirsch Title: Executive Vice President AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc., its General Partner By: /s/ Martin Hirsch Name: Martin Hirsch Title: Executive Vice President BECKTON CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory ARNOS CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Vice President [Signature Page of 13D Amendment No. 9 with respect to National Energy Group, Inc.] UNICORN ASSOCIATES CORPORATION By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: President ACF INDUSTRIES LLC By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Senior Vice President - Finance ACF INDUSTRIES HOLDING CORP. By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: President HIGHCREST INVESTORS CORP. By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Assistant Secretary BUFFALO INVESTORS CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: President STARFIRE HOLDING CORPORATION By: /s/ Robert J. Mitchell Name: Robert J. Mitchell Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: BARBERRY CORP., its General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory [Signature Page of 13D Amendment No. 9 with respect to National Energy Group, Inc.] GREENVILLE HOLDING LLC By: /s/ Martin Hirsch Name: Martin Hirsch Title: Manager BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn Carl C. Icahn [Signature Page of 13D Amendment No. 9 with respect to National Energy Group, Inc.] Exhibit 1 AMENDED AND RESTATED 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 Common Stock, par value $.01 per share, of National Energy Group, Inc. and further agree that this Amended and Restated Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Amended and Restated Joint Filing Agreement this 2nd day of October, 2003. AMERICAN REAL ESTATE HOLDINGS L.P. By: American Property Investors, Inc. General Partner By: /s/ Martin Hirsch Name: Martin Hirsch Title: Executive Vice President AMERICAN PROPERTY INVESTORS, INC. By: /s/ Martin Hirsch Name: Martin Hirsch Title: Executive Vice President AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc., its General Partner By: /s/ Martin Hirsch Name: Martin Hirsch Title: Executive Vice President BECKTON CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory [Signature Page of Amended and Restated Joint Filing Agreement for Schedule 13D with respect to National Energy Group, Inc.] GREENVILLE HOLDING LLC By: /s/ Martin Hirsch Name: Martin Hirsch Title: Manager /s/ Carl C. Icahn Carl C. Icahn [Signature Page of Amended and Restated Joint Filing Agreement for Schedule 13D with respect to National Energy Group, Inc.] Exhibit 2 [Letterhead of American Real Estate Partners, L.P.] Contact: John P. Saldarelli Secretary and Treasurer (914) 242-7700 FOR IMMEDIATE RELEASE AMERICAN REAL ESTATE PARTNERS, L.P. ACQUIRES CERTAIN SECURITIES OF NATIONAL ENERGY GROUP, INC. Mount Kisco, New York, October 2, 2003 - American Real Estate Partners, L.P., (NYSE: ACP) ("AREP"), announced today that American Real Estate Holdings Limited Partnership ("AREH"), a subsidiary of AREP, has acquired from entities affiliated with Carl C. Icahn, $148,637,000 in aggregate principal amount of the outstanding 10 3/4% Senior Notes due 2006 of National Energy Group, Inc. (the "Debt") and 5,584,044 shares of the common stock of National Energy Group, Inc. for aggregate consideration of $148,084,689.50, plus accrued interest on the Debt, pursuant to that certain Stock, Debt and LLC Interest Purchase Agreement dated as of May 16, 2003. Mr. Icahn is Chairman of the Board of AREP's General Partner, American Property Investors, Inc. As a result of the foregoing transaction and the acquisition by AREH of additional equity securities of National Energy Group, Inc. prior to the closing of such transaction, AREP beneficially owns in excess of 50% of the issued and outstanding Common Stock of National Energy Group, Inc. National Energy Group, Inc. owns an interest in entities primarily involved in owning and operating of oil and gas properties and manages the oil and gas operations of such entities. American Real Estate Partners, L.P. is a master limited partnership primarily engaged in acquiring and managing real estate investments with a primary focus on office, retail, industrial, hotel, gaming and residential properties. -----END PRIVACY-ENHANCED MESSAGE-----