UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)*
Under the Securities Exchange Act of 1934
NATIONAL FUEL GAS COMPANY
Common Stock, par value $1 per share
(Title of Class of Securities)
636180101
Steven B. Klinsky
New Mountain Vantage, L.P.
787 Seventh Avenue, 49th 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)
November
16, 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: o
*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. 7, 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
TABLE OF CONTENTS
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended by adding the following paragraph to the end thereof:
On
November 16, 2007, NMV Advisers,
on behalf of NMV, NMVC, NMVT, NMV Offshore HoldCo and
NMVSH, sent a letter to the Issuer, a copy of which is attached as Exhibit 99.7, exercising their
right of inspection of certain books and records of the Issuer pursuant to section 14A:5-28 of the
New Jersey Business Corporation Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.7
Letter, dated November 16, 2007, from NMV Advisers, on behalf of NMV, NMVC, NMVT, NMV
Offshore HoldCo and NMVSH, to the Issuer.
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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. |