This Amendment No. 10, 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”), 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”).
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ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Schedule 13D is hereby amended to add the following:
Mr. Salerno has become the beneficial owner of 465 shares of Common Stock through a pro-rated quarterly grant under the National Fuel Gas Company Retainer Policy for Non-Employee Directors.
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 80,560,665 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuer’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2009, as filed with the Securities and Exchange Commission on November 25, 2009.
As of the close of business on November 24, 2009, as described below, the Reporting Persons may be deemed to beneficially own an aggregate of 6,874,032 shares of Common Stock representing, in the aggregate, approximately 8.5% of the issued and outstanding shares of Common Stock.
As of the close of business on November 24, 2009, Mr. Klinsky may be deemed to beneficially own an aggregate of 6,671,777 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 8.3% 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 November 24, 2009, NMV Advisers may be deemed to beneficially own an aggregate of 4,234,196 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 5.3% 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 November 24, 2009, Vantage GP may be deemed to beneficially own an aggregate of 6,440,875 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 8.0% 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 November 24, 2009, NMV Offshore may be deemed to beneficially own an aggregate of 230,902 shares of Common Stock that may be deemed to be beneficially owned by NMV Offshore HoldCo, representing approximately 0.3% of the issued and outstanding shares of Common Stock.
As of the close of business on November 24, 2009, (i) NMV may be deemed to beneficially own an aggregate of 1,180,598 shares of Common Stock, representing approximately 1.5% of the issued and outstanding shares of Common Stock, (ii) NMVC may be deemed to beneficially own an aggregate of 628,800 shares of Common Stock, representing approximately
0.8% of the issued and outstanding shares of Common Stock, (iii) NMVC II may be deemed to beneficially own an aggregate of 2,073,496 shares of Common Stock, representing approximately 2.6% of the issued and outstanding shares of Common Stock, (iv) NMVT may be deemed to beneficially own an aggregate of 120,400 shares of Common Stock, representing approximately 0.1% of the issued and outstanding shares of Common Stock and (v) NMV Offshore HoldCo may be deemed to beneficially own an aggregate of 230,902 shares of
Common Stock, representing approximately 0.3% of the issued and outstanding shares of Common Stock.
As of the close of business on November 24, 2009, NMVSH may be deemed to beneficially own an aggregate of 2,437,581 shares of Common Stock, representing approximately 3.0% of the issued and outstanding shares of Common Stock.
As of the close of business on November 24, 2009, CalPERS may be deemed to beneficially own an aggregate of 2,634,071 shares of Common Stock that may be deemed to be beneficially owned by NMVSH and by CalPERS, representing approximately 3.3% 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 November 24, 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 November 24, 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 November 24, 2009, Mr. Salerno may be deemed to beneficially own an aggregate of 565 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 196,490 shares of Common Stock that CalPERS owns directly. Mr. Benton and Mr. DiDomenico 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, Mr. Salerno may be deemed to have the sole power to vote or direct the vote and to dispose or to direct the disposition of
the 565 shares of Common Stock that Mr. Salerno owns 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 5,000 shares of Common Stock that may be deemed to be beneficially owned by Moreno Energy.
(c).
During the past sixty days, Mr. Salerno has obtained beneficial ownership of 465 shares of Common Stock through a pro-rated quarterly grant under the National Fuel Gas Company Retainer Policy for Non-Employee Directors. Schedule A annexed hereto lists all other transactions
in the shares of Common Stock during the past sixty days by the Reporting Persons. All of the transactions listed on Schedule A were effected on the open market.
(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
The seventh paragraph under Item 6 in the Schedule 13D is hereby deleted and replaced in its entirety with the following:
From time to time, each of the Reporting Persons may lend portfolio securities to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender on demand and typically the borrower is entitled to exercise voting rights
and to retain dividends during the term of the loan. From time to time, to the extent permitted by applicable law, each of the Reporting Persons may borrow securities, including shares of Common Stock, for the purpose of effecting, and may effect, short sale transactions, and may purchase securities for the purpose of closing out short sale positions in such securities.