National Fuel Gas Co - Additional Proxy Soliciting Materials - Non-Management (definitive)
November 08 2007 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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NATIONAL FUEL GAS COMPANY
(Name of Registrant as Specified in its Charter)
New Mountain Vantage, L.P.
New Mountain Vantage (California), L.P.
New Mountain Vantage (Texas), L.P.
New Mountain Vantage Holdco Ltd.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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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) and New Mountain Vantage HoldCo Ltd., a Cayman Islands exempt
limited company (NMV Offshore HoldCo, and collectively, the Proponents) have given notice to
National Fuel Gas Company (the Company) of their intent to nominate David M. DiDomenico, F. Fox
Benton, III and Frederic V. Salerno (the Nominees) for election to the Board of Directors of the
Issuer at the 2008 Annual Meeting of the Stockholders of the Company.
New Mountain Vantage GP, L.L.C., a Delaware limited liability company (Vantage GP), NMV, NMVC,
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), 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, and together with the Proponents and Nominees, the
Participants) have previously filed a Schedule 13D (Schedule 13D) with the SEC on October 30,
2006, as amended, relating to the common stock of the Company.
Additional Information
The Proponents intend to file a proxy statement with the Securities and Exchange Commission (SEC)
on Schedule 14A and the Proponents expect to mail a proxy statement to the Companys stockholders
containing information about the proxy solicitation. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE.
The proxy statement will contain important information about the Participants, including the
Nominees, and related matters. Investors and security holders may obtain these documents, when
available, free of charge by contacting the Proponents proxy solicitor, Innisfree M&A
Incorporated, toll-free at (877) 456-3422. Banks and Brokers may call collect at 212-750-5833. The
proxy statement will also be available through the web site maintained by the SEC at www.sec.gov.
In addition to the proxy statement, the Proponents may file other proxy information with the SEC.
The Participants may be deemed to be participants in the solicitation of proxies from Company
stockholders in connection with the proposed proxy solicitation. Information about the Reporting
Persons and their ownership of Company common stock is set forth in the Schedule 13D. Information
about the Nominees and other information regarding the participants in the proxy solicitation will
be contained in the proxy statement and other relevant materials to be filed with the SEC when they
become available.
The
Proponents posted the following items to http://www.buildNFGvalue.com.
DISCLAIMER
Please scroll below to proceed:
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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), and New Mountain Vantage HoldCo
Ltd., a Cayman Islands exempt limited company (NMV Offshore HoldCo, and collectively,
the Proponents), have given notice to National Fuel Gas Company (the Company) of their
intent to nominate F. Fox Benton, III, David M. DiDomenico, and Frederic V. Salerno (the
Nominees) for election to the Board of Directors of NFG or the Company at the 2008
Annual Meeting of the Shareholders of the Company.
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New Mountain Vantage GP, L.L.C., a Delaware limited liability company (Vantage GP),
NMV, NMVC, NMVT, New Mountain Vantage Advisers, L.L.C., a Delaware limited liability
company (Vantage or New Mountain Vantage), New Mountain Vantage (Cayman) Ltd., a
Cayman Islands exempt limited company (NMV Offshore), 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, and together with the Proponents and Nominees, the
Participants) have previously filed a Schedule 13D (Schedule 13D) with the Securities
and Exchange Commission (SEC) on October 30, 2006, as amended, relating to the common
stock of the Company.
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Except as provided in its Schedule 13D, the Participants are not acting together with
any other person for the purpose of acquiring, holding, voting or disposing of securities
of NFG. Any intention of any other person to act together with the Participants for any of
these purposes is expressly disclaimed by the Participants.
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This Web site is for general information purposes only. It does not have regard to the
specific investment objective, financial situation, suitability or the particular need of
any specific person who reads this Web site, and should not be taken as advice on the
merits of any investment decision. The views expressed herein are those of Vantage and are
based on or derived from publicly available information.
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Except for historical information contained in this Web site, this Web site, including
the analyses and views of Vantage and Schlumberger Data & Consulting (Schlumberger)
contained herein, include forward-looking
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statements with respect to, among other things,
the operating performance of NFG. These statements may be identified by the use of
forward-looking terminology such as the words expects, intends, believes,
anticipates and other terms with similar meaning indicating possible future events or
actions or potential impact on the business or shareholders of NFG. Vantages views and
these forward-looking statements are based solely on publicly available information and on
various assumptions that are inherently subject to significant economic, competitive, and
other risks and uncertainties that could cause actual results to differ materially, and
have been included solely
for illustrative purposes. These risks and uncertainties include, among others, the ability
to successfully solicit sufficient proxies to elect the Proponents Nominees to the NFGS
board of directors, the ability of the Proponents Nominees to influence the management of
NFG and to improve the operating performance of NFG, and risk factors associated with the
business of NFG, as described by NFG on Form 10-K for the fiscal year ended September 30,
2006, and in other periodic reports of NFG, which are available at no charge at the website
of the SEC at
www.sec.gov
. Accordingly, you should not rely upon
forward-looking statements as a prediction of actual results. Vantage recognizes that there
may be confidential information in the possession of NFG that could lead NFG to disagree
with Vantages conclusions. Other shareholders or potential shareholders of NFG should make
their own determination concerning an investment in NFG. Vantage reserves the right to
change any of its views expressed herein at any time as it deems appropriate. Vantage
disclaims any obligations to update the information contained herein.
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Vantage and its affiliates manage funds that are in the business of trading buying
and selling public securities. It is possible that there will be developments in the
future that cause Vantage to change its position regarding the Company and possibly
increase, reduce, dispose of, or change the form of its investments in the Company.
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Additional Information
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The Proponents intend to file a proxy statement with the SEC on Schedule 14A and the
Proponents expect to mail a proxy statement to the Companys shareholders containing
information about the proxy solicitation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE.
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The proxy statement will contain important information about the Participants,
including the Nominees, and related matters. Investors and security holders may obtain
these documents, when available, free of charge by contacting the Proponents proxy
solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3422. Banks and Brokers may
call collect at 212-750-5833. The proxy statement will also be available through the web
site maintained by the SEC at
www.sec.gov
. In addition to the proxy
statement, the Proponents may file other proxy information with the SEC.
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The Participants may be deemed to be participants in the solicitation of proxies from
Company shareholders in connection with the proposed proxy solicitation. Information about
the Reporting Persons and their ownership of Company common stock is set forth in the
Schedule 13D. Information
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about the Nominees and other information regarding the
participants in the proxy solicitation will be contained in the proxy statement and other
relevant materials to be filed with the SEC when they become available.
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Proceed
Copyright 2007 New Mountain Capital LLC.
OVERVIEW
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Vantage purchased its first shares of NFG in February 2006
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Represents over 8.1 million shares (over 9.5% of shares outstanding),
including CalPERS position
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Believes itself to be NFGs largest shareholder
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Vantage has performed extensive due diligence and proprietary research based upon
publicly available information over the past 18 months
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Vantage has sought to pursue an active ongoing dialogue with NFG management for the
last 14 months
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NFG has responded to some Vantage suggestions; however, Vantage believes that the most
important ideas and opportunities have not been actively pursued
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Vantage has now proposed a slate of Directors to make sure that all alternatives to
maximize shareholder value are properly considered
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Vantage Recommendations to NFG
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Develop, communicate and execute a plan to maximize value of NFGs Appalachian
exploration and production (E&P) assets
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2.
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Explore Master Limited Partnership (MLP) structure for NFGs pipeline and storage
assets, California E&P assets, and its Appalachian E&P assets
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3.
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Explore sale of NFGs non-core operations
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4.
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Eliminate the 10% poison pill and recommend shareholder approval of the elimination
of NFGs staggered board at the 2008 Annual Meeting of Shareholders.
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Disclaimer | Copyright 2007 New Mountain Capital LLC.
INVESTOR PRESENTATION
November 06, 2007
Building the Value of National Fuel Gas
DOWNLOAD PRESENTATION
(PDF)
Disclaimer | Copyright 2007 New Mountain Capital LLC.
PROPOSED SLATE OF DIRECTORS BIOGRAPHIES
F. Fox Benton
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Significant E&P operations and transaction experience
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Former CFO, Ultra Petroleum (1999 2005)
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Key member of an Ultra Petroleum leadership team that created
~$10 billion of shareholder value
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David DiDomenico
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Significant capital markets expertise
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New Mountain Vantage Managing Director; responsible for direct
oversight of NFG position
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Previous investment management positions with Lehman Brothers
Neuberger Berman, Starwood Capital Group, and Tiger Management;
significant energy investment experience
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Frederic Salerno
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Significant utility and corporate governance experience
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Formerly Verizons Vice Chairman and Chief Financial Officer; 37
years in the telecommunications industry
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Formerly Senior Vice Chairman and CFO of Bell Atlantic, and
President & CEO of NYNEX
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Served as the lead negotiator in three significant mergers:
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Merger of Bell Atlantic and NYNEX
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Merger of Bell Atlantic and GTE
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Combination of U.S. wireless assets of Bell Atlantic and
Vodafone into Verizon Wireless
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Currently serves as Director of Akamai Technologies, Inc., Bear
Stearns &
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Company, Inc., CBS Corp., Intercontinental Exchange, Inc.,
Popular, Inc., and Viacom, Inc.
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Formerly a Director of Consolidated Edison, Inc., Keyspan Energy,
and Orion Power Holdings
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Chairman of the Board of Trustees of the State University of New
York, 1990-1996
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Disclaimer | Copyright 2007 New Mountain Capital LLC.
SEC FILINGS
Click here to view SEC Filings
Disclaimer | Copyright 2007 New Mountain Capital LLC.
CONTACT US
INNISFREE M&A INCORPORATED
Shareholders may call toll-free: (877) 456-3422
Institutional Investors, Banks and Brokers may call collect: (212) 750-5833
Media Contact:
Brunswick Group
Nina Devlin/Erin Becker
(212) 333-3810
Disclaimer | Copyright 2007 New Mountain Capital LLC.
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