DALLAS, March 14 /PRNewswire-FirstCall/ -- On March 14, 2008, the
shareholders of National Energy Group, Inc. ("NEGI" or the "Company") (OTC
Bulletin Board: NEGI) approved, by the requisite vote required under
Delaware law at a special meeting of the Company's shareholders (the
"Special Meeting"), the Plan of Complete Dissolution and Liquidation of
National Energy Group, Inc. (the "Plan"), in the form attached to the
definitive proxy statement dated January 7, 2008 (the "Proxy Statement"),
and the dissolution and liquidation of the Company in accordance therewith
(the "Dissolution"). Company shareholders of record as of the close of
business on December 27, 2007, which was the record date for the Special
Meeting previously established by the Company (the "Record Date"), were
entitled to notice of and to vote at the Special Meeting.

    The Company will begin the process of effectuating the Dissolution
pursuant to the Plan under the continued supervision of the Company's Board
of Directors (the "Board") and officers. In accordance with the Plan, the
Company intends to file a certificate of dissolution with the Delaware
Secretary of State on March 25, 2008. The Board has determined that 5:00
p.m., Eastern Time, on this date shall be the final record date for
determination of those Company shareholders entitled to receive liquidation
distributions, if and when determined by the Board, under the Plan (the
"Final Record Date").

    Distributions to Company shareholders pursuant to the Plan shall be in
complete cancellation of all of the outstanding shares of the Company's
Common Stock. From and after the Final Record Date, and subject to
applicable law, the Company's Common Stock will no longer be treated as
outstanding and each holder of the Company's Common Stock shall cease to
have any rights in respect thereof, except the right to receive
distributions pursuant to and in accordance with the Plan. Also effective
as of the Final Record Date, the Company's share transfer books will be
closed and the Company's transfer agent, Wells Fargo, will no longer
process share transfer requests.

    The Company also intends to submit a Certification and Notice of
Termination of Registration on Form 15 (the "Form 15") to the Securities
and Exchange Commission (the "SEC") on or about March 26, 2008 for the
purpose of deregistering its securities under the Securities Exchange Act
of 1934, as amended (the "1934 Act"). As a result, the Company will
immediately suspend the filing of any further periodic reports under the
1934 Act and, absent contrary action by the SEC, its status as a 1934 Act
reporting company will be terminated within 90 days following its filing of
the Form 15. In addition, the Company has been advised that trading in the
Company's Common Stock on the OTC Bulletin Board will terminate within two
days following its filing of the Form 15.

    As previously disclosed, the Company will not make any liquidation
distributions to shareholders pursuant to the Plan and the Dissolution
until the Board, at a future meeting thereof and by majority vote,
determines that the Company has paid, or made adequate provision for the
payment of its liabilities and obligations, including any liabilities
relating to the previously announced purported stockholder derivative and
class action lawsuit styled Andrew T. Berger v. Icahn Enterprises LP, et
al. (Case No. 3522-VCS) (the "Lawsuit") and the Company's possible
indemnification obligations to the current and former officers and
directors named as defendants to the Lawsuit (including the advancement of
expenses with respect thereto).

    Following the Company's filing of its certificate of dissolution with
the Delaware Secretary of State and the cessation of the Company's
reporting obligations under the 1934 Act, the Company will provide periodic
updates on the status of its dissolution process via press release and/or
mailing to former Company shareholders as of the Final Record Date.

    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.

Link to this page: