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DE
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13-4098266
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Information to be included in the report
The Notice to Members is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Forward Looking and Cautionary Statements
This Notice to Members may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to our future performance, operating results, strategy, and other future events. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words and terms, in connection with any discussion of future results, including our ability to consummate the proposed merger or the proposed private placement and to use the pr oceeds therefrom to make the extraordinary cash distribution and/or to pay fees and expenses incurred in connection with the merger or the private placement of Series A Preferred Stock to General Atlantic, and our exploration of and ability to consummate, including as a result of market conditions, a potential initial public offering or other strategic alternative. Forward-looking statements involve a number of assumptions, risks, and uncertainties, any of which may cause actual results to differ materially from the anticipated, estimated, or projected results referenced in the forward-looking statements. In particular, the forward-looking statements of NYMEX Holdings, Inc., and its subsidiaries are subject to the following risks and uncertainties: difficulties, delays, unexpected costs or the inability to consummate, in whole or in part, the proposed merger or the proposed private placement and to use the proceeds therefrom to make the extraordinary cash distribution and/or to pay fees and expenses incurr ed in connection the merger or with the private placement, and our determination not, or difficulties, delays or unanticipated costs in our ability, including as a result of market conditions, to consummate a potential initial public offering or other strategic alternative; the success and timing of new futures contracts and products; changes in political, economic, or industry conditions; the unfavorable resolution of material legal proceedings; the impact and timing of technological changes and the adequacy of intellectual property protection; the impact of legislative and regulatory actions, including without limitation, actions by the Commodity Futures Trading Commission; and terrorist activities, international hostilities or natural disasters, which may affect the general economy as well as oil and other commodity markets. We assume no obligation to update or supplement our forward-looking statements.
Statement Regarding Available Information
Please note this is not intended to be a solicitation f or proxy. In connection with the proposed private placement, NYMEX has filed with the Securities and Exchange Commission and distributed to its stockholders a proxy statement. NYMEX's stockholders are urged to read the proxy statement in its entirety, and any other related documents NYMEX may issue, because they will contain important information about NYMEX, the transaction, the persons soliciting proxies in connection with the transaction and the interests of these persons in the transaction and related matters. These documents may be obtained for free at the SEC's website (www.sec.gov). Additional information on how to obtain these documents from NYMEX will be made available to stockholders.
NYMEX, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from NYMEX's stockholders in connection with the proposed private placement. Information about the directors and executive officers of NYMEX and their ownership of NYMEX stock is set forth in the pr oxy statement. Information regarding the interests of NYMEX's directors and executive officers in the proposed private placement are included in the proxy statement.
Exhibit 99.1 Notice to Members, dated February 24, 2006
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NYMEX Holdings, Inc.
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Date: February 24, 2006
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By:
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/s/ Richard Kerschner
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Richard Kerschner
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Senior Vice President, Corporate Governance and Strategic Initiatives
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Exhibit No.
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Description
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EX-99.1
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Notice to Members
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Exhibit 99.1
Notice No. 06-105
February 24, 2006
NYMEX Stockholders Informational Meeting Regarding the Proposed
General Atlantic, LLC. Transaction --
Thursday, March 2, 2006
An informational meeting regarding the proposed General Atlantic, LLC. ("GA") transaction is scheduled to be held on Thursday, March 2, 2006 at 3:00 p.m. at NYMEX's headquarters located at One North End, 10th Floor, New York City. (See Notice No.: 06-90). This meeting will be open to NYMEX Stockholders ONLY.
NYMEX will provide a teleconference dial-in number to those NYMEX Stockholders who will be unable to attend this meeting. If you are a NYMEX Stockholder wishing to listen via teleconference, you MUST arrange to do so in advance by contacting investorrelations@nymex.com or Josephine Muli at 212-299-2329.
Please note that NYMEX Stockholders who participate via teleconference will be able to listen to the entire meeting, but will only be able to make inquiries during the question and answer period at the end of the session.
Please note that an audio replay and transcript of the meeting will be available to the public shortly after the meeting.