UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
NYMEX HOLDINGS, INC.
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(Name of Registrant as Specified in Its Charter)
816 PARTNERS LLC
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(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid:
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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On September 27, 2005, Mr. Michel D. Marks, the founding member of 816 Partners
LLC ("816 Partners") and a stockholder of NYMEX Holdings, Inc. ("NYMEX"), sent
the e-mail set forth below to NYMEX shareholders. The e-mail is being filed as
"soliciting materials" pursuant to Rule 14a-12 under the Securities Exchange Act
of 1934 because NYMEX has announced that it has signed a non-binding letter of
intent with General Atlantic LLC ("General Atlantic") pursuant to which General
Atlantic would invest $135 million for a 10% equity stake in NYMEX and
consummation of the transaction would be subject to approval by NYMEX
shareholders, among other conditions. Because the e-mail may be deemed to relate
to a matter on which shareholders may in the future be asked to vote, it is
being filed herewith by 816 Partners. 816 Partners does not hereby concede that
the e-mail constitutes proxy soliciting material.
EMAIL FROM MR. MICHEL D. MARKS
To shareholders:
In the past 10 days, I have had considerable contact with many of you.
One question that has come up repeatedly is -- why didn't I come out sooner with
this proposal?
In a perfect world, I would have.
But I was not about to come to the table prematurely. I wanted to have a
well-thought out and well-financed plan that would bring maximum benefit to
shareholders and to the whole NYMEX community.
I plan to be at the meeting on Thursday. I look forward to seeing you, and to
hearing more about NYMEX's next step.
Let's have the decision made in our best futures exchange tradition:
open-outcry.
We all deserve to have the next step in the growth of the exchange conducted in
the most open way possible.
Keep those questions and comments coming. And don't forget to visit our website.
We will be adding useful information as it becomes available.
Warm regards,
Michel
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND/OR CONSENT
SOLICITATION STATEMENT RELATING TO THE SOLICITATION OF PROXIES OR WRITTEN
CONSENTS BY 816 PARTNERS LLC AND CERTAIN OF ITS AFFILIATES FROM THE STOCKHOLDERS
OF NYMEX HOLDINGS, INC. FOR USE IN CONNECTION WITH A SPECIAL MEETING OF
STOCKHOLDERS OR ACTION BY WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF A MEETING
WHEN AND IF SUCH SOLICITATION MATERIALS BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN ANY SUCH SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY
OR CONSENT SOLICITATION STATEMENT AND A FORM OF PROXY OR WRITTEN CONSENT WILL BE
MAILED TO STOCKHOLDERS OF NYMEX HOLDINGS, INC. AND WILL BE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE POTENTIAL PARTICIPANTS IN A
POTENTIAL PROXY OR CONSENT SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE
SCHEDULE 14A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY 816 PARTNERS
LLC ON SEPTEMBER 22, 2005.