Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 13)
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)
September
7, 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:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7
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 and December
8,
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
September 7, 2006, AREP and Riata Energy, Inc. issued a joint press release
announcing the signing of an Exclusivity Agreement and Letter of Intent (the
“Letter of Intent”). The transactions contemplated in the Letter of Intent
include the acquisition by NEG Oil & Gas LLC or NEG Holding LLC of the
membership interest in NEG Holding LLC held by the Issuer through the redemption
option set forth in Section 5.4 of the Operating Agreement of NEG Holding LLC
dated as of May 1, 2001, or through another mechanism. A copy of the press
release is filed herewith as Exhibit 1 and incorporated herein by reference,
and
a copy of the Letter of Intent is filed herewith as Exhibit 2 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.
Joint
Press Release
2.
Letter
of Intent
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:
September 7, 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. 13 with respect to National Energy Group,
Inc.]