EXHIBIT 1 | ||||
[x] [Logo-Red | ||||
checkmark in box] | Vote Each White Proxy Card You Receive | |||
• | Form 10-K (2007 | As you know, the hedge fund New Mountain Vantage Advisers, | ||
Fiscal Year) | L.L.C. (“New Mountain”) has launched a disruptive proxy contest | |||
• | Proxy Statement | to propose its own slate of directors to serve on the Board of | ||
(2007 Fiscal Year) | National Fuel Gas Company. We believe that, if New Mountain’s | |||
• | Bios for National | candidates are elected, they will propose a course of action that | ||
Fuel’s Nominees to | may serve New Mountain’s interests, but would harm the | |||
the Board of | majority of our shareholders. | |||
Directors | ||||
• | 2008 Annual | We believe that the persons New Mountain has nominated to | ||
Meeting of | serve on your Board of Directors are not only lacking in any real | |||
Shareholders | experience in managing the kinds of assets that comprise your | |||
• | Learn More | Company, but that they are committed to advancing strategies for | ||
your Company that, at best, favor their short-term interests and | ||||
not the interests of the majority of our shareholders. For more | ||||
[x] | [Logo-Red | information, see the “Learn More” section below. | ||
checkmark in box] | ||||
Vote Now | We urge you to vote for the Company’s nominees to your | |||
Board of Directors by using your WHITE proxy card or | ||||
clicking on the “Vote Now” link below to preserve your | ||||
Board’s disciplined and knowledge-based approach to | ||||
developing the assets of your Company, while providing | ||||
superior returns and opportunity for continued growth. We | ||||
urge you not to sign any blue proxy cards you receive from | ||||
New Mountain. | ||||
Sincerely, | ||||
/s/ Phil Ackerman | ||||
Phil Ackerman | ||||
Chairman and Chief Executive Officer | ||||
/s/ Dave Smith | ||||
Dave Smith | ||||
President and Chief Operating Officer | ||||
/s/ Ron Tanski | ||||
Ron Tanski | ||||
Treasurer and Principal Financial Officer |
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Learn More | ||
• | Shareholder Letter(1/11/08) | |
• | Shareholder Information Paper(1/11/08) | |
• | Presentation to Employees and Retirees(1/08) | |
• | Shareholder Letter(12/28/07) | |
• | Petition Filed with NYS PSC(12/19/07) | |
• | Slide Presentation: Response to New Mountain | |
(12/12/07) | ||
• | Letter to New Mountain(12/11/07) | |
• | Fiscal Year 2007 Year End Presentation(11/26/07) | |
• | Petition Filed with PA PUC(11/08/07) | |
• | Fiscal Year 2007 4thQ earnings(11/08/07) | |
[x] | [Logo-Red | |
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Vote Now | ||
Important! | ||
• | Regardless of how many shares you own,your vote is | |
very important.Please sign, date and mail the enclosed | ||
WHITE proxy card. | ||
• | Please vote each WHITE proxy cardyou receive since | |
each account must be voted separately.Only your latest | ||
dated proxy counts. We urge youNOT to sign any Blue | ||
proxy cardsent to you by New Mountain. | ||
• | Even if you have sent a Blue proxy card to New | |
Mountain, you have every right to change your vote. | ||
You may revoke that proxy, and vote as recommended by | ||
management by signing, dating and mailing the enclosed | ||
WHITE proxy card in the enclosed envelope. | ||
• | If your shares are registered in your own name, please | |
sign, date and mail the enclosed WHITE proxy card in the | ||
postage-paid envelope provided today. You may also vote | ||
via the Internet or by telephone by following the voting | ||
instructions on the WHITE proxy card. | ||
• | If your shares are held in the name of a brokerage firm | |
or bank nominee,please sign, date and mail the enclosed |
WHITE proxy card in the postage paid envelope to give | ||
your broker or bank specific instructions on how to vote | ||
your shares. Depending upon your broker or custodian, | ||
you may be able to vote either by toll-free telephone or by | ||
the Internet. Please refer to the enclosed voting form for | ||
instructions on how to vote electronically. You may also | ||
vote by signing, dating and returning the enclosed voting | ||
form. | ||
If you have any questions on how to vote your shares, please call | ||
our proxy solicitor: | ||
Morrow & Co., LLC | ||
(800) 252-2959 | ||
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Vote Now | ||
IMPORTANT INFORMATION AND WHERE TO FIND IT | ||
In connection with its 2008 Annual Meeting, National Fuel Gas | ||
Company has filed a definitive proxy statement, WHITE proxy | ||
card and other materials with the U.S. Securities and Exchange | ||
Commission (“SEC”). We urge investors to read the proxy | ||
statement and these other materials carefully when they become | ||
available, because they contain important information about | ||
National Fuel Gas Company and the matters to be considered at | ||
its annual meeting. Investors may contact Morrow & Co., LLC, | ||
National Fuel Gas Company’s proxy advisor for the 2008 Annual | ||
Meeting, at (800) 252-1959 or by email at | ||
nfginfo@morrowco.com. Investors may also obtain a free copy | ||
of the proxy statement and other relevant documents as well as | ||
other materials filed with the SEC concerning National Fuel Gas | ||
Company at the SEC’s website athttp://www.sec.gov. Free | ||
copies of National Fuel Gas Company’s SEC filings are also | ||
available on National Fuel Gas Company’s website at | ||
http://www.nationalfuelgas.com. These materials and other | ||
documents may also be obtained for free from: Secretary, | ||
National Fuel Gas Company, 6363 Main Street, Williamsville, | ||
New York 14221, (716) 857-7000. | ||
CERTAIN INFORMATION REGARDING PARTICIPANTS | ||
IN THE SOLICITATION | ||
National Fuel Gas Company and its directors are, and certain of | ||
its officers and employees may be deemed to be, participants in | ||
the solicitation of proxies from National Fuel Gas Company’s | ||
stockholders with respect to the matters considered at National |
Fuel Gas Company’s 2008 Annual Meeting. Information |
regarding these directors, and these certain officers and |
employees, is included in the definitive proxy statement on |
Schedule 14A filed with the SEC on January 11, 2008, and on |
National Fuel Gas Company's website at |
http://www.nationalfuelgas.com. Security holders can also obtain |
information with respect to the identity of the participants and |
potential participants in the solicitation and a description of their |
direct or indirect interests, by security holdings or otherwise, for |
free, by contacting: Secretary, National Fuel Gas Company, 6363 |
Main Street, Williamsville, New York 14221, (716) 857-7000. |
More detailed information with respect to the identity of the |
participants, and their direct or indirect interests, by security |
holdings or otherwise, will be set forth in the proxy statement and |
other materials to be filed with the SEC in connection with |
National Fuel Gas Company’s 2008 Annual Meeting. |
FORWARD-LOOKING STATEMENTS |
This document contains “forward-looking statements” as defined |
by the Private Securities Litigation Reform Act of 1995. |
Forward-looking statements are all statements other than |
statements of historical fact, including, without limitation, |
statements regarding future prospects, plans, performance, capital |
structure and business structure, and anticipated or potential |
capital expenditures, acquisitions or dispositions, as well as |
statements that are identified by the use of the words |
“anticipates,” “estimates,” “expects,” “forecasts,” “intends,” |
“plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” and |
“may” and similar expressions. Forward-looking statements |
involve risks and uncertainties which could cause actual results or |
outcomes to differ materially from those expressed in the |
forward-looking statements. The Company’s expectations, |
beliefs and projections are expressed in good faith and are |
believed by the Company to have a reasonable basis, but there can |
be no assurance that management’s expectations, beliefs or |
projections will result or be achieved or accomplished. In |
addition to other factors and matters discussed elsewhere herein, |
the following are important factors that could cause actual results |
to differ materially from those discussed in the forward-looking |
statements: changes in economic conditions, including economic |
disruptions caused by terrorist activities, acts of war or major |
accidents; changes in demographic patterns and weather |
conditions, including the occurrence of severe weather such as |
hurricanes; changes in the availability and/or price of natural gas |
or oil and the effect of such changes on the accounting treatment |
of derivative financial instruments or the valuation of the |
Company’s natural gas and oil reserves; uncertainty of oil and gas |
reserve estimates; ability to successfully identify, drill for and |
produce economically viable natural gas and oil reserves; |
significant changes from expectations in the Company’s actual |
production levels for natural gas or oil; changes in the availability |
and/or price of derivative financial instruments; changes in the |
price differentials between various types of oil; inability to obtain |
new customers or retain existing ones; significant changes in |
competitive factors affecting the Company; changes in laws and |
regulations to which the Company is subject, including changes |
in tax, environmental, safety and employment laws and |
regulations; governmental/regulatory actions, initiatives and |
proceedings, including those involving acquisitions, financings, |
rate cases (which address, among other things, allowed rates of |
return, rate design and retained gas), affiliate relationships, |
industry structure, franchise renewal, and environmental/safety |
requirements; unanticipated impacts of restructuring initiatives in |
the natural gas and electric industries; significant changes from |
expectations in actual capital expenditures and operating expenses |
and unanticipated project delays or changes in project costs or |
plans; the nature and projected profitability of pending and |
potential projects and other investments, and the ability to obtain |
necessary governmental approvals and permits; occurrences |
affecting the Company’s ability to obtain funds from operations, |
from borrowings under our credit lines or other credit facilities or |
from issuances of other short-term notes or debt or equity |
securities to finance needed capital expenditures and other |
investments, including any downgrades in the Company’s credit |
ratings; ability to successfully identify and finance acquisitions or |
other investments and ability to operate and integrate existing and |
any subsequently acquired business or properties; impairments |
under the SEC’s full cost ceiling test for natural gas and oil |
reserves; significant changes in tax rates or policies or in rates of |
inflation or interest; significant changes in the Company’s |
relationship with its employees or contractors and the potential |
adverse effects if labor disputes, grievances or shortages were to |
occur; changes in accounting principles or the application of such |
principles to the Company; the cost and effects of legal and |
administrative claims against the Company; changes in actuarial |
assumptions and the return on assets with respect to the |
Company’s retirement plan and post-retirement benefit plans; |
increasing health care costs and the resulting effect on health |
insurance premiums and on the obligation to provide post- |
retirement benefits; or increasing costs of insurance, changes in |
coverage and the ability to obtain insurance. The Company |
disclaims any obligation to update any forward-looking |
statements to reflect events or circumstances after the date hereof. |