DALLAS, Feb. 7 /PRNewswire-FirstCall/ -- National Energy Group, Inc.
("NEGI" or the "Company") (OTC Bulletin Board: NEGI) today announced that
on February 5, 2008, NEGI was informed that on February 1, 2008 a purported
stockholder derivative and class action lawsuit styled Andrew T. Berger v.
Icahn Enterprises LP, et al. (Case No. 3522-VCS) was filed in the Delaware
Court of Chancery against NEGI, as a nominal defendant, and Icahn
Enterprises L.P. ("Icahn Enterprises"), Robert G. Alexander, Jon F. Weber,
Robert J. Mitchell, Jack G. Wasserman and Robert H. Kite, as additional
defendants (the "Lawsuit"). NEGI has not yet been formally served with the
Lawsuit. Icahn Enterprises indirectly beneficially owns 50.1% of the
Company's outstanding common stock. Messrs. Alexander, Weber, Mitchell,
Wasserman and Kite are current or former directors or officers of the
Company. The Lawsuit alleges, among other things, that certain of the
Company's current and former officers and directors breached their
fiduciary duties to the Company and its shareholders in connection with the
Company's previously announced November 21, 2006 sale to NEG Oil & Gas LLC
("NEG Oil & Gas") of the Company's former unconsolidated non-controlling
50% limited liability company interest in NEG Holding LLC ("NEG Holding")
as a result of the exercise by NEG Oil & Gas of its contractual redemption
option under the operating agreement governing NEG Holding.
Since the redemption of the Company's former interest in NEG Holding,
NEGI has had no business operations and its principal assets consist of its
cash and short-term investment balances, which currently aggregate
approximately $47.8 million. As a result, on November 12, 2007, the
Company's Board of Directors concluded that the liquidation and dissolution
of the Company and the distribution of the Company's assets in connection
therewith was in the best interests of the Company's stockholders when
compared to other alternatives and, on December 13, 2007, the Company
announced that its Board of Directors had scheduled a meeting (the "Special
Meeting") of the Company's stockholders to be held on February 7, 2008 to
consider and vote on a proposal to approve the Plan of Complete Dissolution
and Liquidation of National Energy Group, Inc. (the "Plan") and the
dissolution and liquidation of the Company in accordance therewith (the
"Dissolution"). Company stockholders of record as of the close of business
on December 27, 2007 (the "Record Date") are entitled to notice of and to
vote at the Special Meeting.
At the time that the Company called the Special Meeting and transmitted
its related Notice of Special Meeting of Shareholders and Proxy Statement
for Special Meeting of Shareholders, both dated January 7, 2008, to its
stockholders as of the Record Date, the Lawsuit had not been filed and
accordingly such materials do not contemplate the existence of the Lawsuit.
As a result, the Company convened the Special Meeting on February 7, 2008
for the sole purpose of adjourning it to 10:00 a.m., Central Time, on
Thursday, February 28, 2008, in the White Rock Room, Radisson Hotel Central
Dallas, 6060 North Central Expressway, Dallas, Texas 75206, to permit the
Company to evaluate the Lawsuit. Company stockholders as of the Record Date
will still be entitled to appear and vote, in person or by proxy, at the
Special Meeting when reconvened on February 28, 2008. The Company will
publicly announce additional information concerning the Special Meeting in
the near future.
Forward Looking Statements
This press release may contain projections and other forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended. Any such projections or statements reflect the
Company's current views with respect to future events and financial
performance. No assurances can be given, however, that these events will
occur or that such projections will be achieved and actual results could
differ materially from those projected. A discussion of important factors
that could cause actual results to differ materially from those projected
is included in the Company's periodic reports filed with the Securities and
Exchange Commission from time to time.
SOURCE National Energy Group, Inc.
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Related links:
http://www.negx.com
CONTACT:
Bob G. Alexander of National Energy Group,
Inc., +1-214-692-9211
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