National Energy reconvenes, then adjourns special meeting

By Lisa Kerner

Charlotte, N.C., Feb. 28 - National Energy Group, Inc. reconvened its special meeting on Feb. 28 for the sole purpose of adjourning the meeting to 11 a.m. ET on March 14.

The meeting was originally convened on Feb. 7, a company news release stated.

National Energy said it wanted to give its shareholders time to review information related to a purported stockholder derivative and class action lawsuit and its impact on the company's planned dissolution.

As previously reported, Andrew T. Berger filed the lawsuit in the Delaware Court of Chancery against the company and some of its current or former directors or officers of the company.

The lawsuit alleges a breach of fiduciary duties in connection with National Energy's November 21, 2006 sale of its non-controlling 50% membership interest in NEG Holding LLC to NEG Oil & Gas, LLC.

Listed in the lawsuit in addition to National Energy are Icahn Enterprises LP, Robert G. Alexander, Jon F. Weber, Robert J. Mitchell, Jack G. Wasserman and Robert H. Kite.

The company's board of directors met on Feb. 27 and decided to:

• Appoint a special board committee to evaluate the advancement of expenses to directors for expenses related to the lawsuit;

• Withhold final liquidation distribution to shareholders until payment has been made for liabilities and obligations related to the lawsuit and National Energy's Advancement Obligations and possible indemnification obligations; and

• Continue to oversee the liquidation process and the process of winding up the company's affairs under Delaware law.

Shareholders will be asked to approve the dissolution on March 14. National Energy said it made the decision to liquidate the company after considering all strategic options available.

According to a Nov. 21 company news release, National Energy has paid its debt obligations in full, terminated its management agreements with NEG Operating LLC, National Onshore LP and National Offshore LP and terminated the majority of its employees.

Since the redemption of the company's former interest in NEG Holding, Dallas-based National Energy has had no business operations and its principal assets consist of cash and short-term investment balances totaling $47.8 million.

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