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
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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
NATIONAL FUEL GAS COMPANY
(Name of Registrant as Specified in its Charter)
New Mountain Vantage GP, L.L.C.
New Mountain Vantage, L.P.
New Mountain Vantage (California), L.P.
New Mountain Vantage (Texas), L.P.
New Mountain Vantage Advisers, L.L.C.
New Mountain Vantage (Cayman) Ltd.
New Mountain Vantage HoldCo Ltd.
Mr. Steven B. Klinsky
NMV Special Holdings, LLC
California Public Employees’ Retirement System
F. Fox Benton, III
David M. DiDomenico
Frederic V. Salerno
(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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(2
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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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On January 24, 2008, New Mountain Vantage Advisers, LLC (“Vantage”) and its
affiliates and National Fuel Gas Company (“NFG”) entered into an agreement (the
“Settlement Agreement”) providing, among other things, for the termination by
Vantage of its proxy solicitation to elect its three nominees to the NFG Board
of Directors at the 2008 Annual Shareholders Meeting (the “AMS”). Accordingly,
Vantage is withdrawing the definitive proxy statement it previously filed with
the Securities and Exchange Commission. A copy of the press release announcing
the entering into of the Settlement Agreement is attached as Exhibit 1.
IMPORTANT NOTE REGARDING PROXY MATERIALS
Stockholders are advised that pursuant to the terms of the Settlement
Agreement, Vantage will NOT vote any proxies that it receives relating to the
AMS. NFG stockholders entitled to vote at the AMS should read the
supplemental proxy materials that NFG has agreed under the Settlement Agreement
to prepare and mail to shareholders (and file with the Securities and Exchange
Commission) for a description on how their shares of Common Stock may be voted
at the AMS.