DALLAS, March 26 /PRNewswire-FirstCall/ -- On March 25, 2008, National
Energy Group, Inc. ("NEGI" or the "Company") (OTC Bulletin Board: NEGI)
filed a certificate of dissolution with the Delaware Secretary of State in
accordance with the previously announced Plan of Complete Dissolution and
Liquidation of National Energy Group, Inc. (the "Plan"), which was approved
at a special meeting of the Company's shareholders on March 14, 2008. The
dissolution of the Company (the "Dissolution") became effective as of 5:00
p.m., Eastern Time, on March 25, 2008. The Company's Board of Directors
(the "Board") fixed this same time and date as the final record date for
determination of those Company shareholders entitled to receive liquidation
distributions, if and when authorized 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 is no longer treated as
outstanding and each holder of the Company's Common Stock has ceased 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 have been
closed and the Company's transfer agent, Wells Fargo, will no longer
process share transfer requests.
On March 26, 2008, the Company is submitting a Certification and Notice
of Termination of Registration on Form 15 (the "Form 15") to the Securities
and Exchange Commission (the "SEC") for the purpose of deregistering its
securities under the Securities Exchange Act of 1934, as amended (the "1934
Act"). As a result of this filing, 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.
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).
Henceforth, the Company will provide periodic updates on the status of
its dissolution process via press release and/or mailings 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.
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, fax, +1-214-692-5055
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