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Published on 3/26/2008 in the Prospect News Special Situations Daily.

Dissolution of National Energy Group now effective

By Lisa Kerner

Charlotte, N.C., March 26 - National Energy Group, Inc. filed a certificate of dissolution with the Delaware Secretary of State in accordance with its previously announced liquidation and dissolution plan.

The dissolution of the company became effective at 5 p.m. ET on Tuesday, according to a National Energy news release.

The record time and date for shareholders to receive liquidation distributions was also Tuesday at 5 p.m. ET.

National Energy shareholders approved the dissolution at a special meeting on March 14.

Distributions to National Energy shareholders will be in complete cancellation of all of the outstanding shares of the company's common stock, the release said.

On Thursday, National Energy said it is submitting a form 15 filing with the Securities and Exchange Commission for the purpose of deregistering its securities and its status as a reporting company will be terminated within 90 days.

National Energy said its share transfer books have been closed and Wells Fargo, the company's transfer agent, will no longer process share transfer requests.

Liquidation distributions to shareholders will be made only after the company's board of directors determines that National Energy has paid or made provision for the payment of its liabilities and obligations, including those related to the derivative lawsuit.

It was previously reported that Andrew T. Berger filed a stockholder derivative and class action lawsuit in the Delaware Court of Chancery against National Energy and some of its current or former directors or officers. The suit alleged a breach of fiduciary duties in connection with National Energy's Nov. 21, 2006 sale of its non-controlling 50% membership interest in NEG Holding LLC to NEG Oil & Gas, LLC.

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.


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