This
Amendment No. 9, filed by the Reporting Persons (as defined below), amends 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”).
ITEM
2. IDENTITY
AND BACKGROUND
Item 2 is
hereby amended and restated in its entirety as follows:
(a) - (c)
and (f). This Statement is 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 (California) II, L.P., a
Delaware limited partnership (“NMVC II”), 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, Mr. F. Fox Benton, III, Mr. David M.
DiDomenico, Mr. Frederic V. Salerno (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”). NMV, NMVC, NMVC II, NMVT, NMV Offshore HoldCo,
Mr. Benton, Mr. DiDomenico, Mr. Salerno, NMVSH and CalPERS are referred to
together as the “Purchasers.”
1
______________
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.
|
Vantage
GP is the general partner of NMV, NMVC, NMVC II and NMVT and the managing member
of NMVSH, and is principally engaged in the business of serving as NMV's,
NMVC's, NMVC II’s and NMVT's general partner and NMVSH's managing
member. NMV Offshore is the sole member of NMV Offshore HoldCo and
NMV Offshore HoldCo was formed to hold securities on behalf of NMV
Offshore. NMV Advisers serves as the investment advisor and manager
of each of NMV, NMVC, NMVC II, NMVT and NMV Offshore and is principally engaged
in the business of managing NMV, NMVC, NMVC II, NMVT and NMV
Offshore.
Each of
NMV, NMVC, NMVC II, NMVT and NMV Offshore was formed to seek long-term capital
appreciation primarily through investments in publicly traded equity securities
of companies whose equity securities are listed primarily on a U.S. securities
exchange.
Mr.
Klinsky is the sole managing member of Vantage GP and the sole member of NMV
Advisers. Mr. Klinsky is engaged principally in the business of
serving as the sole managing member of Vantage GP and the sole member of NMV
Advisers and as the Chief Executive Officer and sole member of New Mountain
Capital, L.L.C., a Delaware limited liability company ("New Mountain Capital")
which is principally engaged in managing private equity funds. Mr.
Klinsky is a citizen of the United States of America.
NMVSH's
sole members are Vantage GP and CalPERS. NMVSH was formed for the
purpose of investing in shares of Common Stock and carrying out its investment
strategy as further described in Item 6.
CalPERS
provides retirement and health benefits to more than 1.5 million public
employees, retirees, and their families and more than 2,500
employers. CalPERS is the nation's largest public pension fund with
assets totaling more than $260 billion. The principal business
address of CalPERS is Lincoln Plaza, 400 Q Street, Sacramento, CA
95811.
Mr.
Benton is currently employed as the President of Moreno Energy, Inc., a Texas
Corporation (“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 8818
Stable Crest Blvd., Houston, TX 77024. Mr. Benton is a citizen of the
United States.
Mr.
DiDomenico is currently employed as a Managing Director of NMV Advisers and New
Mountain Capital. Mr. DiDomenico is a citizen of the United
States.
Mr.
Salerno currently serves as a Senior Advisor to New Mountain
Capital. Mr. Salerno is a citizen of the United States.
The
principal business address of each of the NMV Entities (other than NMV Offshore,
NMV Offshore HoldCo and Mr. Benton) is 787 Seventh Avenue, 49th Floor, New York,
NY 10019. The principal business address of each of NMV Offshore and
NMV Offshore HoldCo is c/o Walkers SPV Limited, PO Box 908GT, Walker House, Mary
Street, George Town, Grand Cayman, Cayman Islands. Mr. Benton’s
principal business address is 919 Milam, Suite 1900 Houston, Texas
77002.
The
Reporting Persons have entered into a Joint Filing Agreement, dated as of
January 12, 2009, a copy of which is attached to this Statement as Exhibit
99.1. Each of the Reporting Persons is responsible for the
completeness and accuracy of the information concerning him or it contained
herein, but is not responsible for the completeness and accuracy of the
information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
(d) -
(e). None of the Reporting Persons during the last five years has been convicted
in a criminal proceeding (excluding traffic violations and similar misdemeanors)
or was party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is
hereby amended by adding the following paragraph to the end
thereof:
The aggregate purchase price of the
2,311,600 shares of Common Stock owned by NMVC II is $72,422,428. The shares of
Common Stock owned by NMVC II 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 January 2, 2009, NMVC II agreed to
be bound by the terms of the Settlement Agreement
applicable
to the Reporting Persons pursuant to a letter from NMVC II to the Issuer, a copy
of which is attached to this Statement as Exhibit
99.2.
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 79,124,644 shares of Common Stock outstanding, which is the total
number of shares of Common Stock outstanding as of October 31, 2008, as reported
in the Issuer’s Annual Report on Form 10-K for the fiscal year ended September
30, 2008, as filed with the Securities and Exchange Commission on November 26,
2008.
As of the
close of business on January 6, 2009, as described below, the Reporting Persons
may be deemed to beneficially own an aggregate of 7,691,391 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 January 6, 2009, Mr. Klinsky may be deemed to beneficially
own an aggregate of 7,397,400 shares of Common Stock that may be deemed to be
beneficially owned by NMV, NMVC, NMVC II, NMVT, NMV Offshore and NMVSH
representing, in the aggregate, approximately 9.3% 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, NMVC II, NMVT, NMV
Offshore and NMVSH, to the extent that partnership interests or limited
liability company interests in NMV, NMVC, NMVC II, NMVT, NMV Offshore and NMVSH
are held by persons other than Mr. Klinsky.
As of the
close of business on January 6, 2009, NMV Advisers may be deemed to beneficially
own an aggregate of 4,720,400 shares of Common Stock that may be deemed to be
beneficially owned by NMV, NMVC, NMVC II, NMVT and NMV Offshore representing, in
the aggregate, approximately 6.0% 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, NMVC II, NMVT and NMV Offshore, to
the extent that partnership interests in NMV, NMVC, NMVC II, NMVT and NMV
Offshore are held by persons other than NMV Advisers.
As of the
close of business on January 6, 2009, Vantage GP may be deemed to beneficially
own an aggregate of 6,288,700 shares of Common Stock that may be deemed to be
beneficially owned by NMV, NMVC, NMVC II, NMVT and NMVSH representing, in the
aggregate, approximately 7.9% 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, NMVC II, NMVT and NMVSH to the
extent that partnership interests or limited liability company interests in NMV,
NMVC, NMVC II, NMVT and NMVSH are held by persons other than Vantage
GP.
As of the
close of business on January 6, 2009, NMV Offshore may be deemed to beneficially
own an aggregate of 1,108,700 shares of Common Stock that may be deemed to be
beneficially owned by NMV Offshore HoldCo, representing approximately 1.4% of
the issued and outstanding shares of Common Stock.
As of the
close of business on January 6, 2009, (i) NMV may be deemed to beneficially own
an aggregate of 464,900 shares of Common Stock, representing approximately 0.6%
of the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to
beneficially own an aggregate of 701,000 shares of Common Stock, representing
approximately 0.9% of the issued and outstanding shares of Common Stock, (iii)
NMVC II may be deemed to beneficially own an aggregate of 2,311,600 shares of
Common Stock, representing approximately 2.9% of the issued and outstanding
shares of Common Stock, (iv) NMVT may be deemed to beneficially own an aggregate
of 134,200 shares of Common Stock, representing approximately 0.2% of the issued
and outstanding shares of Common Stock and (v) NMV Offshore HoldCo may be deemed
to beneficially own an aggregate of 1,108,700 shares of Common Stock,
representing approximately 1.4% of the issued and outstanding shares of Common
Stock.
As of the
close of business on January 6, 2009, NMVSH may be deemed to beneficially own an
aggregate of 2,677,000 shares of Common Stock, representing approximately 3.4%
of the issued and outstanding shares of Common Stock.
As of the
close of business on January 6, 2009, CalPERS may be deemed to beneficially own
an aggregate of 2,965,691 shares of Common Stock that may be deemed to be
beneficially owned by NMVSH and by CalPERS, representing approximately 3.7% 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.
As of the
close of business on January 6, 2009 Mr. Benton may be deemed to beneficially
own 100 shares of Common Stock and an additional 5,000 shares of Common Stock
that may be deemed to be beneficially owned by Moreno Energy. These
5,100 shares of Common Stock represent less than 0.1% of the issued and
outstanding shares of Common Stock.
As of the
close of business on January 6, 2009, Mr. DiDomenico may be deemed to
beneficially own an aggregate of 100 shares of Common Stock, representing less
than 0.1% of the issued and outstanding shares of Common Stock.
As of the
close of business on January 6, 2009, Mr. Salerno may be deemed to beneficially
own an aggregate of 100 shares of Common Stock, representing less than 0.1% of
the issued and outstanding 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 288,691
shares of Common Stock that CalPERS owns directly. Mr. Benton, Mr.
DiDomenico and Mr. Salerno may each be deemed to have the sole power to vote or
direct the vote and to dispose or to direct the disposition of the 100 shares of
Common Stock that they each own directly, and Mr. Benton may be deemed to share
the power to vote or direct the vote and to dispose or to direct the disposition
of the 5000 shares of Common Stock that may be deemed to be beneficially owned
by Moreno Energy.
(c).
On January 2,
2009: (i) NMV sold 419,700 shares of Common Stock to NMVC II; (ii) NMVC sold
187,700 shares of Common Stock to NMVC II; (iii) NMV Offshore Holdco sold
1,036,900 shares of Common Stock to NMVC II; (iv) NMVT sold 667,300 shares of
Common Stock to NMVC II. All of the purchases by NMVC II were
purchased at a purchase price of $31.33 per share. NMVC II purchased an
aggregate of 2,311,600 shares of Common Stock.
(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, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 is
hereby amended by adding the following paragraph to the end
thereof:
The
information set forth in Item 4 with respect to the Settlement Agreement is
hereby incorporated by reference herein.
ITEM
7. MATERIAL
TO BE FILED AS EXHIBITS
99.1
|
Joint
Filing Agreement, dated January 12, 2009, by and among the Reporting
Persons
|
99.2
|
Letter
dated January 2, 2009 from NMVC II to the
Issuer
|
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: January
12, 2009
|
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 (CALIFORNIA) II, 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
|
|
|
|
|
|
/s/
F. Fox Benton, III
|
|
F.
Fox Benton, III
|
|
|
|
|
|
/s/
David M. DiDomenico
|
|
David
M. DiDomenico
|
|
|
|
|
|
/s/
Frederic V. Salerno
|
|
Frederic
V. Salerno
|
|
|
|
|
|
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/
Eric Baggesen
|
|
By:
|
Eric
Baggesen
|
|
Title:
|
Senior Investment
Officer
|