jb13da-national_newmountain.htm

0000895345-07-000511.txt : 20070914 0000895345-07-000511.hdr.sgml : 20070914 20070914164821 ACCESSION NUMBER: 0000895345-07-000511 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070914 DATE AS OF CHANGE: 20070914 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL FUEL GAS CO CENTRAL INDEX KEY: 0000070145 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 131086010 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0907 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37191 FILM NUMBER: 071118170 BUSINESS ADDRESS: STREET 1: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 BUSINESS PHONE: 716-857-7000 MAIL ADDRESS: STREET 1: 6363 MAIN STREET STREET 2: 6363 MAIN STREET CITY: WILLIAMSVILLE STATE: NY ZIP: 14221-5887 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: New Mountain Vantage LP CENTRAL INDEX KEY: 0001349525 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-720-0300 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 jb13da-national_newmountain.htm SCHEDULE 13D/A jb13da-national_newmountain.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4)*

Under the Securities Exchange Act of 1934

NATIONAL FUEL GAS COMPANY

(Name of Issuer)

Common Stock, par value $1 per share

(Title of Class of Securities)

636180101

(CUSIP Number)

Steven B. Klinsky

New Mountain Vantage, L.P.

787 Seventh Avenue, 49^th Floor

New York, NY 10019

(212) 720-0300

Copies to:

Paul Reinstein

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004-1980

(212) 859-8000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

September 14, 2007

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 4, 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 (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 (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 and supplements 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”). NMV, NMVC, NMVT, NMV Offshore HoldCo, NMVSH and CalPERS are referred to together as the “Purchasers.”¹

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 is hereby amended by adding the following paragraphs to the end thereof:

On September 12, 2007, the Issuer responded to NMV with a letter, a copy of which was also attached as an exhibit to the Issuer’s Current Report of Form 8-K filed on September 13, 2007. On September 14, 2007, the Reporting Persons sent a letter, a copy of which is attached as Exhibit 99.5, to Philip C. Ackerman, Chairman of the Board of Directors and Chief Executive Officer of the Issuer, responding to the Issuer’s letter from September 12, 2007.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

99.5 Letter from the Reporting Persons to Philip C. Ackerman, Chairman of the Board of Directors and Chief Executive Officer of the Issuer, dated as of September 14, 2007

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.

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: September 14, 2007

	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, LLC, 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 (TEXAS), L.P. By: New Mountain Vantage GP, LLC, 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

	NMV SPECIAL HOLDINGS, L.L.C. 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/ Christianna Wood _ By: Christianna Wood Title: Senior Investment Officer