This
Amendment No. 5, filed by New Mountain Vantage GP, L.L.C., a Delaware
limited
liability company (“Vantage GP”), New Mountain Vantage, L.P., a Delaware limited
partnership (“NMV”), New Mountain Vantage (California), L.P., a Delaware limited
partnership (“NMVC”), New Mountain Vantage (Texas), L.P., a Delaware limited
partnership (“NMVT”), New Mountain Vantage Advisers, L.L.C., a Delaware limited
liability company (“NMV Advisers”), New Mountain Vantage (Cayman) Ltd., a Cayman
Islands exempt limited company (“NMV Offshore”), New Mountain Vantage HoldCo
Ltd., a Cayman Islands exempt limited company (“NMV Offshore HoldCo”), Mr.
Steven B. Klinsky (collectively, the “NMV Entities”), NMV Special Holdings, LLC,
a Delaware limited liability company (“NMVSH”), and the California Public
Employees’ Retirement System, a unit of the California State and Consumer
Services Agency charged with oversight of the Public Employees’ Retirement Fund
(“CalPERS”), (NMV Entities, NMVSH and CalPERS, collectively, the “Reporting
Persons”), amends and supplements the Schedule 13D (the “Schedule 13D”) filed by
the Reporting Persons with the Securities and Exchange Commission (the
“SEC”) on
October 30, 2006, as amended, relating to the common stock, par value
$1 per
share (“Common Stock”), of National Fuel Gas Company, a New Jersey corporation
(the “Issuer”). NMV, NMVC, NMVT, NMV Offshore HoldCo, NMVSH and
CalPERS are referred to together as the “Purchasers.”
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ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item
3 is
hereby amended and restated in its entirety as follows:
The
aggregate purchase price of the 8,082,906 shares of Common Stock owned
by the
Purchasers is $290,386,740.33, including brokerage commissions. The
shares of Common Stock owned by the Purchasers were acquired with working
capital.
ITEM
4. PURPOSE
OF TRANSACTION
Item
4 is
hereby amended by adding the following paragraph to the end
thereof:
The
Reporting Persons are seeking to ensure that the Issuer's Board of Directors
is
appropriately considering and implementing the recommendations that the
Reporting Persons set forth in their letter dated September 11, 2007. The
Reporting Persons also believe that the Issuer's Board of Directors would
benefit from new members who may better understand and reflect current
stockholder issues and concerns. Accordingly, on October 17, 2007, the
Reporting Persons gave notice to the Issuer, in accordance with the requirements
set forth in the Issuer’s bylaws, of the nomination of David M. DiDomenico, F.
Fox Benton, III and Frederic V. Salerno for election to the Board of
Directors
of the Issuer at the 2008 Annual Meeting of the Stockholders of the
Issuer.
ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER
Item
5 is
hereby amended and restated in its entirety as follows:
(a).
The
aggregate percentage of shares of Common Stock reported owned by each
person
named herein is based upon 83,549,949 shares of Common Stock outstanding,
which
is the total number of shares of Common Stock outstanding as of July
31, 2007 as
reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007, as filed with the Securities and Exchange Commission on
August 3,
2007.
As
of the
close of business on October 17, 2007, as described below, the Reporting
Persons may be deemed to beneficially own an aggregate of 8,082,906 shares
of
Common Stock representing, in the aggregate, approximately 9.7% of the
issued
and outstanding shares of Common Stock.
As
of the
close of business on October 17, 2007, Mr. Klinsky may be deemed to
beneficially own an aggregate of 7,505,100 shares of Common Stock that
may be
deemed to be beneficially owned by NMV, NMVC, NMVT, NMV Offshore and
NMVSH
representing, in the aggregate, approximately 9.0% of the issued and
outstanding
shares of Common Stock. Mr. Klinsky disclaims beneficial ownership of
the shares of Common Stock beneficially owned by NMV, NMVC, NMVT, NMV
Offshore
and NMVSH, to the extent that partnership interests or limited liability
company
interests in NMV, NMVC, NMVT, NMV Offshore and NMVSH are held by persons
other
than Mr. Klinsky.
As
of the
close of business on October 17, 2007, NMV Advisers may be deemed to
beneficially own an aggregate of 4,828,100 shares of Common Stock that
may be
deemed to be beneficially owned by NMV, NMVC, NMVT and NMV Offshore
representing, in the aggregate, approximately 5.8% of the issued and
outstanding
shares of Common Stock. NMV Advisers disclaims beneficial ownership
of the shares of Common Stock beneficially owned by NMV, NMVC, NMVT and
NMV
Offshore, to the extent that partnership interests in NMV, NMVC, NMVT
and NMV
Offshore are held by persons other than NMV Advisers.
As
of the
close of business on October 17, 2007, Vantage GP may be deemed to
beneficially own an aggregate of 5,310,700 shares of Common Stock that
may be
deemed to be beneficially owned by NMV, NMVC, NMVT and NMVSH representing,
in
the aggregate, approximately 6.4% of the issued and outstanding shares
of Common
Stock. Vantage GP disclaims beneficial ownership of the shares of
Common Stock beneficially owned by NMV, NMVC, NMVT and NMVSH to the extent
that
partnership interests or limited liability company interests in NMV,
NMVC, NMVT
and NMVSH are held by persons other than Vantage GP.
As
of the
close of business on October 17, 2007, NMV Offshore may be deemed to
beneficially own an aggregate of 2,194,400 shares of Common Stock that
may be
deemed to be beneficially owned by NMV Offshore HoldCo, representing
approximately 2.6% of the issued and outstanding shares of Common
Stock.
As
of the
close of business on October 17, 2007, (i) NMV may be deemed to
beneficially own an aggregate of 904,800 shares of Common Stock, representing
approximately 1.1% of the issued and outstanding shares of Common Stock,
(ii)
NMVC may be deemed to beneficially own an aggregate of 909,100 shares
of Common
Stock, representing approximately 1.1% of the issued and outstanding
shares of
Common Stock, (iii) NMVT may be deemed to beneficially own an aggregate
of
819,800 shares of Common Stock, representing approximately 1.0% of the
issued
and outstanding shares of Common Stock and (iv) NMV Offshore HoldCo may
be
deemed to beneficially own an aggregate of 2,194,400 shares of Common
Stock,
representing approximately 2.6% of the issued and outstanding shares
of Common
Stock.
As
of the
close of business on October 17, 2007, NMVSH may be deemed to beneficially
own an aggregate of 2,677,000 shares of Common Stock, representing approximately
3.2% of the issued and outstanding shares of Common Stock.
As
of the
close of business on October 17, 2007, CalPERS may be deemed to
beneficially own an aggregate of 3,254,806 shares of Common Stock that
may be
deemed to be beneficially owned by NMVSH and by CalPERS, representing
approximately 3.9% of the issued and outstanding shares of Common
Stock. CalPERS disclaims beneficial ownership of the shares of Common
Stock beneficially owned by NMVSH to the extent that membership interests
in
NMVSH are held by persons other than CalPERS.
In
addition to the foregoing, Mr. F. Fox Benton, III, who has entered into
a
consulting agreement with New Mountain as discussed in Item 6, is the
President,
director and a shareholder of Moreno Energy, Inc., a Texas Corporation
(“Moreno
Energy”). Mr. Benton has advised the Reporting Persons that Moreno
Energy may be deemed to beneficially own, as of October 17, 2007, an
aggregate of 5,400 shares of Common Stock, representing less than .01%
of the
issued and outstanding shares of Common Stock and that Mr. Benton may
be deemed
to beneficially own all of the shares of Common Stock that may be deemed
to be
beneficially owned by Moreno Energy. Moreno Energy is an energy
investment company engaged principally in the business of owning direct
interests in oil and gas properties and both private and public securities
of
energy companies. The principal business address of Moreno Energy is
919 Milam, Suite 1900, Houston, Texas 77002. No agreement or
understanding exists between Mr. Benton or Moreno Energy, on the one
hand, and
any of the Reporting Persons, on the other hand, with respect to the
disposition
or the power to vote any of the shares of Common Stock that may be deemed
to be
beneficially owned by Moreno Energy or Mr. Benton or with respect to
the
acquisition by Mr. Benton or Moreno Energy of any additional shares of
Common
Stock.
(b).
Except
as set forth below, each Reporting Person may be deemed to share the
power to
vote or direct the vote and to dispose or to direct the disposition of
the
shares of Common Stock that the Reporting Person may be deemed to beneficially
own as described above. CalPERS may be deemed to have the sole power
to vote or direct the vote and to dispose or to direct the disposition
of the
577,806 shares of Common Stock that CalPERS owns directly.
(c).
Schedule
A annexed hereto lists all transactions in the shares of Common Stock
during the
past sixty days by the Reporting Persons.
(d).
No
person is known by any Reporting Person to have the right to receive
or the
power to direct the receipt of dividends from, or the proceeds from the
sale of,
any shares of Common Stock that may be deemed to be beneficially owned
by any
Reporting Person.
(e).
Not applicable.
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE
ISSUER
Item
6 is
hereby amended by adding the following paragraph to the end
thereof:
On
October 12, 2007, New Mountain and Mr. Benton amended the Consulting
Agreement
to increase the compensation under Section 4 thereof from $50,000 to
$200,000.
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Neither
the present filing nor anything contained herein shall be
construed as an
admission that any Reporting Person constitutes a “person” for any
purposes other than Section 13(d) of the Securities Exchange
Act of 1934,
as amended.
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