-----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, DYiNS6nHwB9pkPPlnmz9dotcn8lh4/hhKzZlaQv6uBDdC1oHmLAxLKWNPCFtWW6n tEBgPC4r3tfqiKQ7ylK+NQ== 0000928475-05-000172.txt : 20050708 0000928475-05-000172.hdr.sgml : 20050708 20050708163730 ACCESSION NUMBER: 0000928475-05-000172 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050708 DATE AS OF CHANGE: 20050708 GROUP MEMBERS: NATIONAL ENERGY INC. 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: 005-44333 FILM NUMBER: 05946177 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] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 nationalenergy13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) 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) July 8, 2005 (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 Item 1. SECURITY AND ISSUER This Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on July 27, 1995 (the "Initial 13D"), by Reporting Persons 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, May 16, 2003, October 2, 2003 and February 1, 2005, 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 Reporting Persons. Item 4. PURPOSE OF TRANSACTION Item 4 of the Initial 13D, as amended, is hereby amended by the addition of the following: On July 8, 2005, AREP sent the Board of Directors of the Issuer a proposal to acquire the balance of the outstanding Shares not owned by the Reporting Persons, a copy of which is filed herewith as Exhibit 1. There can be no assurance that AREP's proposal will proceed, whether a transaction will ultimately result, or as to the price or other terms upon which any such transaction may be completed. Item 7. MATERIAL TO BE FILED AS EXHIBITS 1. Letter from AREP to the Issuer dated July 8, 2005. 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: July 8, 2005 AREP OIL & GAS LLC By: American Real Estate Holdings L.P., its sole member By: American Property Investors, Inc., its general partner By: /s/ Keith Meister Name: Keith Meister Title: Chief Executive Officer AMERICAN REAL ESTATE HOLDINGS L.P. By: American Property Investors, Inc., its general partner By: /s/ Keith Meister Name: Keith Meister Title: Chief Executive Officer AMERICAN PROPERTY INVESTORS, INC. By: /s/ Keith Meister Name: Keith Meister Title: Chief Executive Officer AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc., its general partner By: /s/ Keith Meister Name: Keith Meister Title: Chief Executive Officer BECKTON 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. 11 with respect to National Energy Group, Inc.] EX-99 2 nationalenergygroupexhibit.txt American Real Estate Partners, L.P. 100 South Bedford Road Mt. Kisco, NY 10549 July 8, 2005 Board of Directors National Energy Group, Inc. 4925 Greenville Avenue, Suite 1400 Dallas, Texas 75206 Gentlemen: As you know, American Real Estate Partners, L.P., a Delaware limited partnership ("AREP"), through its subsidiaries is the owner of 50.1% of the issued and outstanding common stock of National Energy Group, Inc., a Delaware corporation ("NEG"). By this letter, we are proposing that NEG and AREP enter into a transaction pursuant to which the existing shareholders of NEG would receive $3.00 in cash in respect of each NEG share which they now own and AREP or its subsidiaries would own 100% of NEG. Depending upon the ultimate structure, the transaction could be subject to a vote of shareholders of NEG. Given its ownership of a majority of NEG's outstanding shares, AREP would be in a position to approve the transaction. We anticipate that the Board of Directors will form a special committee of independent directors (the "Committee") to respond to our proposal. We request the opportunity to present fully our proposal to the Committee and answer any questions at the Committee's earliest convenience. Obviously, neither NEG, on the one hand, nor AREP, on the other, will have any legal obligation relating to the transaction until mutually satisfactory definitive agreements have been executed by all parties, and there can be no assurance as to the price or other terms at which any potential transaction may be completed or that you or we will proceed with any transaction. We look forward to hearing from you and appreciate your consideration of this important matter. This letter does not constitute a binding offer or agreement between us, as it is intended merely as an expression of our interest in discussing a transaction. No agreement shall exist between us regarding the proposed transaction prior to the execution of definitive documents agreeable to each of us. Very truly yours, AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc., its general partner By: /s/ Keith Meister Name: Keith Meister Title: Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----