0000950123-05-000997.txt : 20120703 0000950123-05-000997.hdr.sgml : 20120703 20050201163422 ACCESSION NUMBER: 0000950123-05-000997 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050201 DATE AS OF CHANGE: 20050201 GROUP MEMBERS: AMERICAN PROPERTY INVESTORS, INC. GROUP MEMBERS: AMERICAN REAL ESTATE HOLDINGS L.P. GROUP MEMBERS: AMERICAN REAL ESTATE PARTNERS, L.P. GROUP MEMBERS: AREP OIL & GAS LLC GROUP MEMBERS: BECKTON CORP. GROUP MEMBERS: GREENVILLE HOLDING LLC 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: 05566227 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 y05331bsc13dza.txt AMENDMENT NO. 10 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) 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) January 21, 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 CUSIP No. 635812 100 1 NAME OF REPORTING PERSON AREP Oil & Gas LLC 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 NA 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 5,597,824 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 5,597,824 10 SHARED DISPOSITIVE POWER 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) 50.1% 14 TYPE OF REPORTING PERSON OO 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 NA 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 8 SHARED VOTING POWER 5,597,824 9 SOLE DISPOSITIVE POWER 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) 50.1% 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 NA 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) 50.1% 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 NA 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) 50.1% 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 NA 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) 50.1% 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* NA 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) 0.0% 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* NA 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) 50.1% 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 (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 and October 2, 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 Reporting Persons. Item 2. IDENTITY AND BACKGROUND Item 2 is hereby amended by adding the following: The definition of the "Reporting Persons" is hereby amended to (i) include therein AREP Oil & Gas LLC, a Delaware limited liability company ("AREP Oil & Gas"), having as its principal business address at 100 South Bedford Road, Mt. Kisco, New York 10549; and (ii) delete therefrom Greenville. AREP Oil & Gas is wholly-owned by AREH, its sole member. The description of Carl C. Icahn's principal occupation as set forth in the Initial 13D, as amended, is hereby amended and restated as follows: Carl C. Icahn's present principal occupation or employment is (i) indirectly directing and managing the investments of Icahn Partners LP, a Delaware limited partnership, and Icahn Partners Master Fund LP, a Cayman Islands exempted limited partnership, and (ii) acting as President and a director of Starfire Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of the Board and a director of various of Starfire's subsidiaries. Starfire is primarily engaged in the business of investing in and holding securities of various entities. The name, citizenship, present principal occupation or employment and business address of each executive officer, director, manager or person performing similar functions of AREP Oil & Gas is set forth on Schedule A attached hereto. Item 4. PURPOSE OF TRANSACTION Item 4 of the Initial 13D, as amended, is hereby amended by the addition of the following: On January 21, 2005, AREP and Gascon Partners, a New York limited liability company controlled by Carl C. Icahn ("Gascon"), entered into a Membership Interest Purchase Agreement (the "Agreement"), pursuant to which (i) Gascon agreed to sell to AREP its managing membership interest (the "Membership Interest") in NEG Holding LLC, a Delaware limited liability company in which the Issuer holds the other membership interest, in consideration for which (ii) AREP agreed to issue 11,344,828 Depositary Units to Gascon, subject to certain adjustments that could reduce such consideration. In connection with the transactions contemplated by the Agreement: (i) AREP will contribute the Membership Interest to AREH; (ii) Greenville will distribute its 1,539,449 Shares (the "Greenville Shares") to AREH; and (iii) AREH will contribute to AREP Oil & Gas (a) the 4,058,375 Shares held by AREH, (b) the Greenville Shares, and (c) the Membership Interest. As a result of the transactions to be consummated in connection with the Agreement, Greenville will cease to have any beneficial interest in the Shares and thus is no longer a Reporting Person. A copy of the Agreement is filed herewith as Exhibit 1 and incorporated herein by reference, and the descriptions herein of the Agreement are qualified in their entirety by reference to the Agreement. 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 January 21, 2005, and after taking the transactions contemplated by the Agreement into account, Reporting Persons may be deemed to beneficially own in the aggregate 5,597,824 Shares, representing approximately 50.1% of the Issuer's common stock (based upon the 11,190,650 shares stated to be outstanding as of November 15, 2004 in the Issuer's Form 10-Q filed with the SEC on November 15, 2004). AREP Oil & Gas has sole voting power and sole dispositive power with respect to 5,597,824 Shares, representing approximately 50.1% of the Issuer's outstanding common stock. AREH by virtue of its relationship to AREP Oil & Gas (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 AREP Oil & Gas 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 indirectly beneficially owns. Each of AREP, API, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (b) AREP Oil & Gas 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 AREP Oil & Gas the power to vote or to direct the vote and to dispose or to direct the disposition of the Shares that AREP Oil & Gas 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 indirectly beneficially owns. Item 6. CONTRACTS, AGREEMENTS, 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 following: Reference is made to the Agreement referred to in Item 4 and the descriptions thereof set forth in such Item. The Agreement is filed herewith as Exhibit 1 and incorporated herein by reference, and the descriptions herein of the Agreement are qualified in their entirety by reference to the Agreement. Item 7. MATERIALS TO BE FILED AS EXHIBITS TO THIS SCHEDULE 13D: Exhibit 1. Membership Interest Purchase Agreement dated as of January 21, 2005, by and among AREP and Gascon Partners (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by AREP with the SEC on January 26, 2004). Schedule A DIRECTORS AND EXECUTIVE OFFICERS OF AREP OIL & GAS Name, Business Address and Principal Occupation of Each Executive Officer and Director of AREP Oil & Gas. The following sets forth the name, position, and principal occupation of each director and executive officer of AREP Oil & Gas. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each such director and executive officer is 767 Fifth Avenue, 47th Floor, New York, New York 10153.

NAME TITLE ---- ----- Keith Meister President and Secretary Martin Hirsch Vice President and Treasurer John Saldarelli* Vice President

---------- *Business address is 100 S. Bedford Road, Mt. Kisco, New York 10549. 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: January 31, 2004 AREP OIL & GAS LLC By: American Real Estate Holdings L.P., its sole member By: American Property Investors, Inc., its general partner By: /s/ Martin Hirsch Name: Martin Hirsch Title: Executive Vice President AMERICAN REAL ESTATE HOLDINGS L.P. By: American Property Investors, Inc., its 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 GREENVILLE HOLDING LLC By: /s/ Martin Hirsch Name: Martin Hirsch Title: Manager /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of 13D Amendment No. 10 with respect to National Energy Group, Inc.]