National Energy Group, Inc. Announces Continuation of Liquidation Process Pending Delaware Litigation Settlement

DALLAS, May 28 /PRNewswire-FirstCall/ -- National Energy Group, Inc. ("NEGI" or the "Company") (Pink Sheets: NEGI) is issuing this press release in order to provide updated information concerning the continuation of its liquidation process, which commenced in March 2008 with the filing of the Company's certificate of dissolution (the "Certificate of Dissolution") with the Delaware Secretary of State but was delayed as a result of the Delaware litigation matter described below.  This press release also summarizes certain historical information that has been previously published by the Company via prior press releases, Form 8-Ks and other SEC filings.

NEGI filed its Certificate of Dissolution with the Delaware Secretary of State on March 25, 2008.  The dissolution of the Company pursuant to such filing (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 that same time and date as the final record date (the "Final Record Date") for determination of those Company stockholders entitled to receive liquidation distributions, if and when authorized by the Board, under the Company's plan of complete dissolution and liquidation (the "NEGI Liquidation Plan").  As of the Final Record Date, 11,190,650 shares of NEGI Common Stock were then outstanding.  The Company's Dissolution was approved by the requisite vote of Company stockholders at a special meeting thereof held on March 14, 2008.  On that same date, the Company publicly announced the results of the special stockholders meeting, the then upcoming Final Record Date and its planned date for the filing of its Certificate of Dissolution.  The Company also notified the OTC Bulletin Board Coordinator, Nasdaq Market Operations on March 14, 2008 of the then upcoming Final Record Date pursuant to applicable SEC and Nasdaq Marketplace rules.  And, on March 26, 2008, the Company submitted its Certification and Notice of Termination of Registration on Form 15 (the "Form 15") to the SEC for the purpose of deregistering its securities under the Securities Exchange Act of 1934 (the "1934 Act").  As a result of the Form 15 filing, the Company immediately suspended the filing of any further periodic reports under the 1934 Act and its status as a 1934 Act reporting company terminated within 90 days thereafter.

As provided in the NEGI Liquidation Plan and the Certificate of Dissolution, distributions to Company stockholders pursuant to such plan, as and when made by the Company, would be in complete cancellation of all outstanding shares of the Company's Common Stock.  As a result, from and after the Final Record Date, and subject to applicable law, the Company's Common Stock has no longer been treated as outstanding and each holder of the Company's Common Stock as of the Final Record Date has ceased to have any rights in respect thereof, except for the right to receive distributions pursuant to and in accordance with the NEGI Liquidation Plan.  Furthermore, effective as of the Final Record Date, the Company's share transfer books were closed and the Company's transfer agent was instructed by NEGI to no longer process share transfer requests.

As a result of the stockholder derivative and class action lawsuit styled Andrew T. Berger v. Icahn Enterprises LP, et al. (Delaware Chancery Court Case No. 3522-VCS) (now styled Scott Harrington v. Icahn Enterprises LP, et al. following the substitution of another plaintiff) (the "Lawsuit"), and the Company's possible need to fund indemnification and expense advancement obligations to its current and former officers and directors named as defendants in the Lawsuit, the Company previously determined not to make any liquidation distributions pursuant to the NEGI Liquidation Plan until the Board determined that the Company had paid, or made adequate provision for the payment of, its liabilities and obligations, including any liabilities relating to the Lawsuit.

The parties to the Lawsuit have agreed to a settlement (the "Delaware Settlement"), subject to approval by the Court of Chancery of the State of Delaware (the "Court").  At a hearing to be held on July 19, 2010, at 10:00 a.m. at the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware (the "Settlement Hearing"), the Court will determine, among other things, whether to approve the Delaware Settlement and to award attorney's fees to plaintiff's counsel in connection therewith.  There can be no assurance with respect to whether the Court will approve the Delaware Settlement or the timing of any such approval.

Pursuant to the order of the Court, a separate Notice of Pendency and Settlement of Action dated May 17, 2010 (the "Litigation Settlement Notice") has been mailed to interested parties by the Company (through its transfer agent) on or about May 27 and 28, 2010.  This press release merely summarizes the Litigation Settlement Notice and the Delaware Settlement described therein and is not intended to provide definitive information concerning the same.  Persons desiring additional information concerning the Delaware Settlement should review the Litigation Settlement Notice, which is accessible through the following Company website link: http://www.negx.com.

In summary, the Delaware Settlement provides that within five business days of the date on which the order of the Court approving such settlement becomes final and no longer subject to further appeal or review, whether by exhaustion of any possible appeal, lapse of time or otherwise, Lawsuit defendant Icahn Enterprises, L.P. ("IELP") (or its successor in interest or one of its affiliates) shall cause the sum of $9,150,000.00 (the "Settlement Fund") to be deposited into an interest-bearing account designated by plaintiff's counsel.  Plaintiff's counsel shall serve as the escrow agent for the Settlement Fund.  Interest on the Settlement Fund shall accrue and become part of the Settlement Fund.  Plaintiff's counsel shall cause (i) the amount of any legal fees and expenses awarded by the Court to be paid to plaintiff's counsel out of the Settlement Fund and (ii) the balance of the Settlement Fund (after payment of any attorneys' fees and expenses awarded by the Court, and collection of any interest payments) to be delivered to NEGI, which then shall cause such sum to be distributed promptly (through its transfer agent), pro rata, to the stockholders of record of NEGI as of the Final Record Date, including Cede & Co. but excluding Lawsuit defendants IELP, Robert G. Alexander, Jon F. Weber, Robert J. Mitchell, Jack G. Wasserman and Robert H. Kite.

If the Court ultimately approves the Delaware Settlement and such approval is not appealed by any interested party that has the requisite legal standing, based on presently available information (which is subject to change as circumstances warrant) and subject to final Board approval, the Company believes that the following sequence of events will apply with respect to the completion of its liquidation process pursuant to the NEGI Liquidation Plan:

• On July 19, 2010, the Court will conduct the Settlement Hearing on the Delaware Settlement.  NEGI will issue a supplemental press release concerning the Court's decision regarding the Delaware Settlement promptly upon NEGI's receipt of such information.
• If the Court approves the Delaware Settlement (the "Initial Court Approval") and the Initial Court Approval is not appealed by a party with the requisite legal standing, then on or about the 30th calendar day following the Initial Court Approval, the Court's approval of the Delaware Settlement will become final and non-appealable (the "Final Court Approval Date").  
• On or before the 5th business day following the Final Court Approval Date, IELP will deposit the Settlement Fund with plaintiff's counsel who, after payment of legal fees and expenses awarded by the Court, will then promptly remit the then remaining balance of the Settlement Fund (including any interest earned thereon) to NEGI.
• Within 5 business days following NEGI's receipt of the then remaining amount of the Settlement Fund from plaintiff's counsel, NEGI (through its transfer agent) will then distribute such Settlement Fund amount via U.S. Mail, pro rata, to the stockholders of record of NEGI as of the Final Record Date, including Cede &Co. but excluding Lawsuit defendants IELP, Robert G. Alexander, Jon F. Weber, Robert J. Mitchell, Jack G. Wasserman and Robert H. Kite.
• Within 30 calendar days following NEGI's distribution of the above-noted Settlement Fund amount, NEGI (through its transfer agent) intends to then effect via U.S. Mail, in connection with the Dissolution of the Company pursuant to the NEGI Liquidation Plan, a final liquidation distribution, pro rata, to the stockholders of record of NEGI as of the Final Record Date, including Cede &Co. and also including Lawsuit defendants IELP, Robert G. Alexander, Jon F. Weber, Robert J. Mitchell, Jack G. Wasserman and Robert H. Kite.  NEGI will issue a supplemental press release concerning the anticipated aggregate dollar amount of such liquidation distribution at the same time that it announces the decision of the Court regarding the Delaware Settlement.

The Company will provide periodic updates to the above-noted schedule of events and related information from time to time as circumstances warrant via one or more additional press releases.

SOURCE National Energy Group, Inc.