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National Energy Group, Inc. (“NEGI” or the “Company”) filed its Certificate of Dissolution with the Delaware Secretary of State on March 25, 2008. The dissolution of the Company pursuant to such filing (the “Dissolution”) became effective as of 5:00 p.m., Eastern Time, on March 25, 2008. The Company’s Board of Directors (the “Board”) fixed that same time and date as the final record date (the “Final Record Date”) for determination of those Company stockholders entitled to receive liquidation distributions, if and when authorized by the Board, under the Company’s plan of complete dissolution and liquidation (the “NEGI Liquidation Plan”). As of the Final Record Date, 11,190,650 shares of NEGI Common Stock were then outstanding. The Company’s Dissolution was approved by the requisite vote of Company stockholders at a special meeting thereof held on March 14, 2008. On that same date, the Company publicly announced the results of the special stockholders meeting, the then upcoming Final Record Date and its planned date for the filing of its Certificate of Dissolution. The Company also notified the OTC Bulletin Board Coordinator, Nasdaq Market Operations on March 14, 2008 of the then upcoming Final Record Date pursuant to applicable SEC and Nasdaq Marketplace rules. And, on March 26, 2008, the Company submitted its Certification and Notice of Termination of Registration on Form 15 (the “Form 15”) to the SEC for the purpose of deregistering its securities under the Securities Exchange Act of 1934 (the “1934 Act”). As a result of the Form 15 filing, the Company immediately suspended the filing of any further periodic reports under the 1934 Act and its status as a 1934 Act reporting company terminated within 90 days thereafter. As provided in the NEGI Liquidation Plan and the Certificate of Dissolution, distributions to Company stockholders pursuant to such plan, as and when made by the Company, would be in complete cancellation of all outstanding shares of the Company’s Common Stock. As a result, from and after the Final Record Date, and subject to applicable law, the Company’s Common Stock has no longer been treated as outstanding and each holder of the Company’s Common Stock as of the Final Record Date has ceased to have any rights in respect thereof, except for the right to receive distributions pursuant to and in accordance with the NEGI Liquidation Plan. Furthermore, effective as of the Final Record Date, the Company’s share transfer books were closed and the Company’s transfer agent was instructed by NEGI to no longer process share transfer requests. As a result of the stockholder derivative and class action lawsuit styled Andrew T. Berger v. Icahn Enterprises LP, et al. (Delaware Chancery Court Case No. 3522-VCS) (now styled Scott Harrington v. Icahn Enterprises LP, et al. following the substitution of another plaintiff) (the “Lawsuit”), and the Company’s possible need to fund indemnification and expense advancement obligations to its current and former officers and directors named as defendants in the Lawsuit, the Company previously determined not to make any liquidation distributions pursuant to the NEGI Liquidation Plan until the Board determined that the Company had paid, or made adequate provision for the payment of, its liabilities and obligations, including any liabilities relating to the Lawsuit. The parties to the Lawsuit have agreed to a settlement (the “Delaware Settlement”), subject to approval by the Court of Chancery of the State of Delaware (the “Court”). At a hearing to be held on July 19, 2010, at 10:00 a.m. at the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware (the “Settlement Hearing”), the Court will determine, among other things, whether to approve the Delaware Settlement and to award attorney’s fees to plaintiff’s counsel in connection therewith. There can be no assurance with respect to whether the Court will approve the Delaware Settlement or the timing of any such approval. Subject to the approval of the Delaware Settlement by the Court, NEGI intends to proceed with its liquidation process later this year. Further information concerning the Company’s liquidation process and the Delaware Settlement, including the anticipated timing and sequencing of events in connection therewith, may be found in the “Press Releases and Other Information” section of this website. See the Company’s May 28, 2010 press release and the Delaware Litigation Notice posted therein. The Company will provide periodic updates and related information from time to time as circumstances warrant via one or more additional press releases and/or postings to this website.
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