UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 6)*
Under the Securities Exchange Act of 1934
NATIONAL FUEL GAS COMPANY
(Name of Issuer)
Common Stock, par value $1 per share
(Title of Class of Securities)
636180101
(CUSIP Number)
Steven B. Klinsky
New Mountain Vantage, L.P.
787 Seventh Avenue, 49
th
Floor
New York, NY 10019
(212) 720-0300
Copies to:
Paul Reinstein
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004-1980
(212) 859-8000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 6, 2007
(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
that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box:
o
*The remainder of this cover page shall be filled out for a
reporting persons 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).
TABLE OF CONTENTS
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CUSIP No.
636180101
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SCHEDULE 13D
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Page 2 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Vantage GP, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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5,310,700
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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5,310,700
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,310,700
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.4%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
636180101
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SCHEDULE 13D
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Page 3 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Vantage, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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904,800
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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904,800
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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904,800
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.1%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
636180101
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SCHEDULE 13D
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Page 4 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Vantage (California), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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909,100
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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909,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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909,100
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.1%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
636180101
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SCHEDULE 13D
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Page 5 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Vantage (Texas), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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819,800
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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819,800
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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819,800
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.0%
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14
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
636180101
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SCHEDULE 13D
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Page 6 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Vantage Advisers, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,828,100
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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4,828,100
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,828,100
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.8%
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14
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
636180101
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SCHEDULE 13D
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Page 7 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Vantage (Cayman) Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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|
o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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2,194,400
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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2,194,400
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,194,400
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.6%
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14
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
636180101
|
SCHEDULE 13D
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Page 8 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
New Mountain Vantage HoldCo Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
þ
|
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(b)
o
|
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
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|
|
o
|
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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7
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SOLE VOTING POWER
|
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|
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NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
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2,194,400
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|
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|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
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|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,194,400
|
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|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,194,400
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|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
2.6 %
|
|
|
|
14
|
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TYPE OF REPORTING PERSON
|
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|
CO
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|
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|
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CUSIP No.
636180101
|
SCHEDULE 13D
|
Page 9 of 18 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Steven B. Klinsky
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
AF, PF
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
7,505,100
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
7,505,100
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,505,100
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
9.0%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
636180101
|
SCHEDULE 13D
|
Page 10 of 18 Pages
|
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|
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|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
NMV Special Holdings, LLC
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
WC
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,677,000
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,677,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,677,000
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.2%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
OO
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
636180101
|
SCHEDULE 13D
|
Page 11 of 18 Pages
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
California Public Employees Retirement System
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
þ
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS
|
|
|
|
WC
|
|
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
573,506
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
2,677,000
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
573,506
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
2,677,000
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
3,250,506
|
|
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.9%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON
|
|
|
|
EP
|
This Amendment No. 6, 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.
1
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
8,078,606 shares of Common Stock owned by the Purchasers
is $290,321,584.20, 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:
On November 6, 2007, NMV, NMVC,
NMVT and NMV Offshore HoldCo filed a presentation with the SEC
as proxy soliciting material, which they began using on such date as the basis for discussion with
certain stockholders, a copy of which is attached as Exhibit 99.6.
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 Issuers 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
November 2, 2007, as described below, the Reporting Persons may
be deemed to beneficially own an aggregate of 8,078,606 shares of Common Stock
|
|
|
1
|
|
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.
|
representing, in the aggregate, approximately 9.7% of the issued
and outstanding shares of
Common Stock.
As of the close of business on
November 2, 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
November 2, 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
November 2, 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
November 2, 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
November 2, 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
November 2, 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
November 2, 2007, CalPERS may be deemed to beneficially own an
aggregate of 3,250,506 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 573,506 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 7. MATERIAL TO BE FILED AS EXHIBITS
99.6 Presentation filed by NMV,
NMVC, NMVT and NMV Offshore HoldCo with the SEC on November 6,
2007.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: November 6, 2007
|
|
|
|
|
|
|
|
|
NEW MOUNTAIN VANTAGE GP, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEW MOUNTAIN VANTAGE, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
New Mountain Vantage GP, L.L.C.,
|
|
|
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEW MOUNTAIN VANTAGE (CALIFORNIA), L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEW MOUNTAIN VANTAGE (TEXAS), L.P.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
New Mountain Vantage GP, L.L.C.,
its general partner
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
NEW MOUNTAIN VANTAGE ADVISERS, L.L.C.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEW MOUNTAIN VANTAGE (CAYMAN) LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NEW MOUNTAIN VANTAGE HOLDCO LTD.
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NMV SPECIAL HOLDINGS, LLC
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
New Mountain Vantage GP, L.L.C.
|
|
|
|
|
|
|
its managing member
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Steven B. Klinsky
|
|
|
|
|
|
|
Steven B. Klinsky
|
|
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California Public Employees Retirement System
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Christianna Wood
|
|
|
|
|
|
|
|
|
|
|
|
By: Christianna Wood
|
|
|
|
|
|
|
Title: Senior Investment Officer
|
|
|
SCHEDULE A
TRANSACTIONS IN THE PAST SIXTY DAYS BY THE PURCHASERS
CalPERS
|
|
|
|
|
|
|
|
|
Shares of Common Stock
|
|
Approximate Price per Share
|
Date
|
|
Purchased/(Sold)
|
|
(inclusive of commissions)
|
9/14/2007
|
|
|
(23,440)
|
|
|
44.19
|
9/14/2007
|
|
|
23,440
|
|
|
44.19
|
9/17/2007
|
|
|
(5,860)
|
|
|
43.96
|
9/19/2007
|
|
|
(4,190)
|
|
|
45.53
|
9/24/2007
|
|
|
(13,390)
|
|
|
45.41
|
10/16/2007
|
|
|
(2,400)
|
|
|
46.82
|
10/16/2007
|
|
|
2,400
|
|
|
46.82
|
10/17/2007
|
|
|
(1,400)
|
|
|
46.46
|
10/18/2007
|
|
|
(100)
|
|
|
46.62
|
10/19/2007
|
|
|
(900)
|
|
|
46.29
|
10/23/2007
|
|
|
(1,900)
|
|
|
45.73
|
10/23/2007
|
|
|
1,900
|
|
|
45.73
|
10/24/2007
|
|
|
(1,900)
|
|
|
45.73
|
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