-----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, HskT3NQR7CURn7o25NIO6EMUwhGQ7MeII6PMKmSTnuygr6/Ly1hyaAmgwncQHlUQ YOocaTj/28MnJGDd2m7HwQ== 0000928475-06-000251.txt : 20061026 0000928475-06-000251.hdr.sgml : 20061026 20061026093532 ACCESSION NUMBER: 0000928475-06-000251 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061026 DATE AS OF CHANGE: 20061026 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: 061164460 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., SUITE 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., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sch13da102606.txt NO. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) National Energy Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 635812 100 (CUSIP Number) Keith Schaitkin, Esq. Associate 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 25, 2006 (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 the 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, February 1, 2005, July 8, 2005, December 8, 2005 and September 8, 2006, 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 October 25, 2006, the Issuer, NEG Oil & Gas LLC ("NEG Oil & Gas"), NEG, Inc. and American Real Estate Holdings Limited Partnership entered into an agreement (the "Agreement"). The Agreement provides, among other things, that, upon notice (the "Exercise Notice") from NEG Oil & Gas, the Issuer's membership interest in NEG Holding LLC will be purchased by NEG Oil & Gas or its affiliate, pursuant to Section 5.4 of the Operating Agreement of NEG Holding LLC, for the amount set forth in Section 3 of the Agreement. The Reporting Persons intend to deliver the Exercise Notice only if the Transaction referred to in the Letter of Intent (which was filed as Exhibit 2 to Amendment No. 13 to Schedule 13D filed by the Reporting Persons on September 8, 2006) closes. There can be no assurance that the Issuer's membership interest in NEG Holding LLC will be purchased. A copy of the Agreement is filed herewith as Exhibit 1 and incorporated herein by reference. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Initial 13D, as amended, is hereby amended by the addition of the information set forth in Item 4 above, which information is incorporated into this Item 6 by reference. Item 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are being filed as exhibits to this statement and are incorporated herein by reference: 1. Agreement among the Issuer, NEG Oil & Gas LLC, NEG, Inc. and American Real Estate Holdings Limited Partnership 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 25, 2006 NEG OIL & GAS LLC By: AREP O&G Holdings LLC, its sole member By: AREP Oil & Gas Holdings LLC, its sole member By: American Real Estate Holdings Limited Partnership, its sole member By: American Property Investors, Inc., its general partner By: /s/ Keith Meister ----------------- Name: Keith Meister Title: Principal Executive Officer AREP O&G HOLDINGS LLC By: AREP Oil & Gas Holdings LLC, its sole member By: American Real Estate Holdings Limited Partnership, its sole member By: American Property Investors, Inc., its general partner By: /s/ Keith Meister ----------------- Name: Keith Meister Title: Principal Executive Officer AREP OIL & GAS HOLDINGS LLC By: American Real Estate Holdings Limited Partnership, its sole member By: American Property Investors, Inc., its general partner By: /s/ Keith Meister ----------------- Name: Keith Meister Title: Principal Executive Officer AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP By: American Property Investors, Inc., its general partner By: /s/ Keith Meister --------------------- Name: Keith Meister Title: Principal Executive Officer AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc., its general partner By: /s/ Keith Meister ---------------------- Name: Keith Meister Title: Principal Executive Officer AMERICAN PROPERTY INVESTORS, INC. By: /s/ Keith Meister ---------------------- Name: Keith Meister Title: Principal 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. 14 with respect to National Energy Group, Inc.] EX-99 2 sch13da102606agt.txt AMENDMENT TO NEG MERGER AGREEMENT AGREEMENT This Agreement is being entered into as of October 25, 2006 (this "Agreement"), by and among National Energy Group, Inc. (the "Company"), NEG Oil & Gas LLC ("NEG Oil & Gas"), NEG, Inc. ("IPOCO") and American Real Estate Holdings Limited Partnership ("AREH"). All capitalized terms used but not defined herein shall have the meanings given such terms in the Agreement and Plan of Merger dated as of December 7, 2005 (the "Merger Agreement"), by and among the Company, NEG Oil & Gas, IPOCO and AREH. WHEREAS, this Agreement has been duly considered and approved by the Special Committee, following its consideration of all relevant facts, circumstances and alternatives and its consultation with its financial and legal advisors, and such committee has recommended that the Company Board adopt and approve this Agreement. WHEREAS, the Company Board, based on the recommendation of the Special Committee, has approved and adopted this Agreement and the transactions contemplated hereby. WHEREAS, it is anticipated that, assuming the purchase of the membership interests contemplated in Section 3 occurs, the Company will distribute to its common stockholders (through a dividend or tender offer) approximately $37 million. NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Company, NEG Oil & Gas, IPO Co. and AREH hereby agree as follows: 1. Each of the undersigned acknowledges and agrees that no action by any party in furtherance of the transactions contemplated by that certain Exclusivity Agreement and Letter of Intent dated September 7, 2006 (the "Letter"), by and among AREH, AREP and Riata Energy, Inc. (including, without limitation, the NEG Holding Purchase and the consummation of the Transaction or the Restructuring (as such capitalized terms are defined in the Letter)), shall in any event be or be deemed to be a breach of the Merger Agreement or any representations, warranties, covenants or other provisions thereof (including, without limitation, Section 4.2 thereof). 2. Each of the undersigned (including the Company, which, as contemplated in Section 6.1(a) of the Merger Agreement, is acting hereunder at the direction of the Special Committee) agrees that the Merger Agreement shall terminate pursuant to Section 6.1(a) thereof, automatically, without any further action required, upon the transfer of all of the Company's membership interest in NEG Holding LLC ("NEG Holding") as provided in Section 3 below. 3. In recognition of the fact that, as contemplated in the Letter, NEG Oil & Gas or its Affiliate intends to purchase or to cause NEG Holding to purchase (such purchaser, the "Interest Buyer") all of the Company's membership interest in NEG Holding pursuant to Section 5.4 of the NEG Holding Operating Agreement in connection with the closing, if any, of AREP's transaction with Riata Energy, Inc. contemplated in the Letter: (A) the Company hereby represents, warrants, acknowledges and agrees that: (i) the Company owns its membership interest in NEG Holding and all rights under the NEG Holding Operating Agreement, all as set forth in the NEG Holding Operating Agreement, free and clear of all liens, claims and encumbrances (other than liens in favor of NEG Oil & Gas in connection with the NEG Operating LLC credit facility (the "AREP Liens")); (ii) effective upon delivery of notice (the "Exercise Notice") by NEG Oil & Gas to the Company (which will be effective upon receipt of a facsimile copy thereof by the Company) stating that the purchase rights under Section 5.4 of the NEG Holding Operating Agreement are being exercised by the Interest Buyer and the payment of the sum specified in Section 4(B) below: (x) all right, title and interest of the Company in NEG Holding shall automatically be and be deemed to be, transferred, assigned conveyed and sold to the Interest Buyer and the Company shall cease to be a member of NEG Holding or have any rights, powers or interests therein or under the NEG Holding Operating Agreement and (y) the Company will cease to have (and releases and shall be deemed to have released): (I) any right to receive any payment or distribution from NEG Holding or its subsidiaries or (II) any other right or claim with respect to NEG Holding or its subsidiaries, in the case of each of (I) and (II) associated with, arising out of or relating to its membership interests in NEG Holding, other than the right to receive the payment contemplated in Section 4(B) below. (B) NEG Oil & Gas agrees that upon delivery of the Exercise Notice: (i) the Interest Buyer will cause to be delivered to the Company the sum of $261,124,876* (the "Payment"), which the parties agree is the amount owing to the Company under Section 5.4 of the NEG Holding Operating Agreement; and (ii) the AREP Liens will be released and terminated. Upon receipt of such payment the Company will pay in full the amount of principal and outstanding interest owing under the Company's 10.75% senior notes due 2006 (the "Bonds"), the principal amount of which is approximately $148.6 million. As a result, after payment of the Bonds the Company will retain approximately $112,487,876 from the Payment. 4. At the time the Payment is delivered, automatically and without any further action necessary: (i) the management agreements between the Company and each of National Onshore LP, National Offshore LP and NEG Operating LLC will be terminated; and (ii) any assets or property of NEG Oil & Gas and its subsidiaries owned by them but in the possession of the Company (including, without limitation, information technology, software and data relevant to the oil and gas operations of NEG Oil & Gas or its subsidiaries) will be transferred and delivered to NEG Oil & Gas or its subsidiaries, as designated by NEG Oil & Gas. 5. The provisions of this Agreement constitute an agreement separate from the Merger Agreement and shall survive any termination of the Merger Agreement. 6. This Agreement may be executed through the use of separate signature pages or in any number of counterparts and all such counterparts shall be deemed one and the same instrument. 7. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the law of the State of Delaware without regard to the conflict of law principles thereof. [The balance of this page has been left blank intentionally.] IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first written above. NATIONAL ENERGY GROUP, INC. By: /s/ Bob G. Alexander -------------------- Name: Bob G. Alexander Title: President NEG OIL & GAS LLC By: AREP O & G Holding LLC, its sole member By: AREP Oil & Gas Holding LLC, its sole member By: American Real Estate Holdings Limited Partnership, its sole member By: American Property Investors, Inc., its general partner By: /s/ Keith Meister ----------------- Name: Keith Meister Title: Principal Executive Officer NEG, INC. By: /s/ Keith Meister ----------------- Name: Keith Meister Title: Chief Executive Officer AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP By: American Property Investors, Inc. By: /s/ Keith Meister ----------------- Name: Keith Meister Title: Principal Executive Officer [Signature page to Agreement among National Energy Group, Inc., NEG Oil & Gas LLC, NEG, Inc. and American Real Estate Holdings Limited Partnership] * The above amount assumes that the closing occurs on November 1, 2006. If it occurs on a different date then the price will be adjusted to take into account the appropriate accrual of interest on the Bonds (as defined above) and the appropriate distribution to NEG Oil & Gas under Article VI of the NEG Holding Operating Agreement. -----END PRIVACY-ENHANCED MESSAGE-----