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Published on 9/13/2007 in the Prospect News Special Situations Daily.

National Fuel Gas to consider shareholder's recommendations; waiting for valuation results

By Lisa Kerner

Charlotte, N.C., Sept. 13 - National Fuel Gas Co. said it would "carefully consider the suggestions" made by shareholder New Mountain Vantage GP, LLC in a Sept. 11 letter to the company's board and will respond in "due course."

The company is awaiting final results of an independent valuation of its Appalachian reserves from Netherland, Sewell & Associates. In making its recommendations, New Mountain cited an analysis prepared by Schlumberger Data & Consulting Services regarding the reserves.

National Fuel Gas' letter of response to New Mountain was included as part of a form 8-K filing with the Securities and Exchange Commission.

"To be fair to you, and to be able to better respond to your suggestions, we ask again that you provide us with your analysis and supporting documentation. We hope you agree that having the opportunity to review the Schlumberger report will allow us to determine if your suggestions are in the best interests of National Fuel Gas Company and all of its shareholders," the letter stated.

In its Sept. 11 letter, New Mountain urged the company's board of directors to move quickly on its recommendations related to the Appalachian oil and gas assets, as well as its strategic focus and governance.

New Mountain recommended that National Fuel Gas:

• Develop and communicate a plan to maximize the value of National Fuel Gas' Appalachian exploration and production assets;

• Retain a top-tier investment bank to advise the board on the master limited partnership structure and disclose the identity of the board's advisers and the expected timing of the board's conclusions;

• Retain a top-tier investment bank to sell the company's miscellaneous non-core operations, using the proceeds for a special shareholder dividend or to repurchase shares; and

• Eliminate the 10% poison pill and recommend shareholder approval of the elimination of its staggered board at the 2008 annual meeting.

New Mountain's letter was included as part of a schedule 13D filing with the SEC. The investor owns 8,106,346 shares, or 9.7%, of the Williamsville, N.Y., diversified energy company.


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