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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 22, 2005, Mr. Michel D. Marks, the founding member of 816 Partners
LLC ("816 Partners") and a stockholder of NYMEX Holdings, Inc. ("NYMEX"),
delivered a letter to the NYMEX shareholders, along with a copy of a letter
that Mr. Marks had previously delivered to the NYMEX Board of Directors that
describes 816 Partners' proposal for a transaction with NYMEX. A copy of Mr.
Marks' letter to shareholders, including the attached letter to the NYMEX Board
of Directors, is filed herewith as Exhibit 2.
The letters are 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 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 letters may be deemed to
relate to a matter on which shareholders may in the future be asked to vote,
they are being filed herewith by 816 Partners. 816 Partners does not hereby
concede that the letters constitute proxy soliciting material.
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 HERETO.
EXHIBIT 1
POTENTIAL PARTICIPANTS
The potential participants in the potential solicitation of proxies or consents
(the "Participants") may include the following: 816 Partners LLC ("816
Partners"), Mr. Michel D. Marks, Mr. Jonathan Arginteanu, Ms. Donna Calcaterra,
Dr. John H. Davis, Mr. Donovan J. Forbes, Ms. Jill Ecklund, Mr. Jan Marks, Ms.
Michele Sprietsma, Mr. William Thomas and Ms. Sherry Zabel. In addition, Hellman
& Friedman Capital Partners V may participate in proposing a transaction
involving NYMEX and as such may be deemed to be a potential participant in a
potential solicitation of proxies, and certain other individuals may in the
future be employed or otherwise retained by 816 Partners to assist with a
potential solicitation of proxies or consents.
816 Partners is a Delaware limited liability company engaged in the business of
making financial investments. Mr. Michel D. Marks is the founder of 816 Partners
and is currently its sole member. Messrs. Arginteanu, Forbes and Thomas, Dr.
Davis and Ms. Ecklund, Ms. Sprietsma and Ms. Zabel are consultants to, or have
otherwise been retained by, 816 Partners in connection with its development of a
proposal with respect to NYMEX, do not own beneficially any interest in
securities of NYMEX, and will not receive any special compensation in connection
with any potential solicitation. Hellman & Friedman Capital Partners V does not
own beneficialy any interest in securities of NYMEX and will not receive any
special compensation in connection with any potential solicitation.
Michel D. Marks was elected Chairman of the NYMEX in 1978 at the age of 28 and
served in that position until 1987. Mr. Marks founded and developed the NYMEX
energy futures complex, which included the listing of heating oil, gasoline, and
crude oil futures and options contracts. Mr. Marks' energy initiative
transformed the NYMEX from the smallest US exchange into the third largest in
the world. The initiative also broke OPEC's stronghold and established NYMEX as
the new global center for oil pricing. Mr. Marks graduated from Princeton
University in 1972 with a bachelor's degree in Economics. Mr. Marks began his
career in 1973 as a phone clerk for E.F. Hutton and soon after became a floor
trader on the NYMEX and founded his own commodities firm. Mr. Marks also served
as a NYMEX director from 2001 through June of 2005.
Mr. Arginteanu has been in the futures industry since 1978. He was manager of
energy futures brokerage at Merrill Lynch. He joined Drexel Burnham Lambert in
1982 as Senior Vice-President and Head of Energy Brokerage. In 1985 he joined
Banque Paribas (now BNP Paribas) as Vice-President and created futures brokerage
subsidiaries in New York and London. He served as CEO of BNP Paribas' commodity
futures brokerage business from 1988 until 2003. Mr. Arginteanu was a Senior
Vice-President of the futures business for ABN AMRO until 2005.
Ms. Calcaterra has been involved in commodity futures at the NYMEX since 1976.
She was a partner in Sal Calcaterra and Company, a floor brokerage firm on the
exchange and President of Mara Futures, Ltd. Ms. Calcaterra is currently an
equity member of the NYMEX and COMEX. Ms. Calcaterra has a BFA from Hunter and
an MFA from Lehman College.
Dr. Davis is a Principal of the Technology Advisors Group, LLC. He spent 35
years in Bell Labs and AT&T, culminating his AT&T career as Chief Technology
Officer of AT&T Communications Services. Since leaving AT&T in 1997 he has
served on a number of boards and as an advisor to investors and senior managers
in the high tech sector. He received his Bachelor's, Master's and Doctorate
degrees from Georgia Tech, MIT and the University of Pennsylvania, all in the
field of electrical engineering.
Ms. Ecklund is a financial consultant who provides clients with financial and
accounting expertise. She has been in the commodity futures business since 1976
when she joined RB&H Financial Services, L.P., a clearing member of the CME,
where she served as Vice-President and CFO. She also was a member of the CME
Clearing House Committee. Ms. Ecklund holds an M.B.A. in Finance from the
University of Chicago and a B.S. in Accountancy from Northern Illinois
University. Ms. Ecklund has also passed the Uniform Certified Public
Accountant's Exam.
Mr. Forbes has been in the Futures Industry since 1982 serving in various
capacities for several major firms and exchanges. His experience in client
relations, operations and marketing has solidified his reputation in the
industry.
Mr. Jan Marks has been involved in commodity futures for 30 years. He is CFO of
Paris Securities Corporation, a broker-dealer, NYSE member and owner and lessor
of commodity and security exchange seats. He has been a gold and silver options
trader since 1983. A Governor of COMEX, he serves as a member of their Business
Conduct and Floor Committees.
Mr. Thomas is a consulting executive with more than 15 years experience
designing and implementing financial consolidation and planning systems and data
warehouse solutions. He acquired his extensive international experience in
financially focused projects as Senior-Vice President of Corporate Business
Development for Bearing Point Inc. (formerly KPMG Consulting) and as Partner In
Charge of World-Class Finance for KPMG Consulting. Mr. Thomas is currently
Senior Managing Director at ITEC Inc.
Ms. Sprietsma received her B.S. and M.S. degrees in Industrial Engineering and
Operations Research from Virginia Tech, and graduate studies in Electrical
Engineering from Southern Methodist University. Ms. Sprietsma is a former
executive from the telecommunications industry with over 15 years of experience.
Ms. Zabel is a former member of the NYMEX and was the first female broker to
trade on the floor from 1977 through 1988.
Mr. Michel D. Marks is the direct beneficial owner of two shares of common stock
("Common Stock") of NYMEX, which represent approximately 0.25% of outstanding
shares of Common Stock as of the date hereof. Ms. Calcaterra is the direct
beneficial owner of three shares of Common Stock, which represent approximately
0.37% of outstanding shares of Common Stock as of the date hereof. In addition,
Mr. Michel D. Marks and Mr. Jan Marks collectively have indirect partial
beneficial ownership of nine shares of Common Stock, which represent
approximately 1.10% of outstanding shares of Common Stock as of the date hereof.
Mr. Michel D. Marks, Ms. Calcaterra and Mr. Jan Marks may be deemed to be
members of a "group" (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended), with respect to the Common Stock they
collectively own, as described above. However, neither the fact of this filing
nor anything contained herein shall be deemed to be an admission by any of such
parties that he or she is the beneficial owner of any shares of Common Stock
beneficially owned by any of the other parties, except as otherwise disclosed
herein.
EXHIBIT 2
MICHEL D. MARKS
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[GRAPHIC OMITTED]
September 22, 2005
Dear Fellow Shareholders,
In the spirit of being open and inclusive, I am writing to you personally to
update you on our proposal and discussions with the Board.
Yesterday, at Mitchell Steinhause's request, I met with Mitch and Richard
Schaffer to give them the details of our proposal for a new vision for NYMEX. As
has been reported in the press, this proposal is backed by Hellman & Friedman, a
leading private equity firm. We confirmed our proposal in the attached letter
which was delivered to the Board prior to yesterday's meeting.
I have not received a response from the Board regarding our proposal. In
particular, the Board has not indicated whether it will permit us to conduct due
diligence and if not, why not.
Like you and all shareholders, I am very interested to hear the Exchange
leadership's rationale for entering into a transaction with General Atlantic.
The meeting on September 29 is an opportunity to learn the specific terms of the
transaction and for shareholders to bring their questions and concerns out into
the open.
To my knowledge, the Board has not seen fit to make a copy of its letter of
intent with General Atlantic available to shareholders. As you know, my
paramount concern is the future of the Exchange and how we, as shareholders, can
capitalize on the opportunities before us and realize the highest value for our
investment.
It is in the best interests of everyone to remain focused on that goal and go
the extra mile. A robust exchange of opinions is necessary.
I remain keenly interested in your views and encourage you once again to contact
me at any time.
Warm regards,
/s/ Michel
14 Broad Street, Red Bank NJ 07701 O 732-530-4434 O MDMarks@earthlink.net
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.
14 Broad Street, Red Bank NJ 07701 O 732-530-4434 O MDMarks@earthlink.net
MICHEL D. MARKS
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[GRAPHIC OMITTED]
September 20, 2005
To the NYMEX Board:
I appreciated the opportunity to meet with your representatives this morning. I
would like to apprise you of the proposal that I made in order to ensure that it
is understood. For this transaction, I have formed a group of seasoned industry
professionals, 816 Partners, and we have decided to partner with Hellman &
Friedman, a leading San Francisco-based firm with $8 billion under management.
The foundation of our offer is a new vision for NYMEX that will meet the
critical issues facing the Exchange for the benefit of all NYMEX stakeholders. I
am prepared to be fully engaged in addressing these challenges and
opportunities. I would serve at the pleasure of the shareholders in a position
they choose.
Hellman & Friedman is prepared to back 816 Partners to sponsor a transaction
that benefits all constituents in the Exchange and delivers value superior to
that reportedly being offered by Blackstone or General Atlantic.
o Based on our review of public information, we value 100% of the equity of
the business at $1.4 billion. If we were permitted to conduct due
diligence, that valuation could well be higher.
o We are prepared to enter into a fully-financed cash transaction to acquire
10% of the equity of the Exchange either from existing shareholders who
want some liquidity or from the Exchange via a primary issuance of shares.
o We are also prepared, if shareholders desire, to consider a cash
transaction involving a greater percentage ownership.
o Our investment will not require NYMEX balance sheet leverage unless that is
the desire of the shareholders.
o We are willing to address the value of trading rights, lease income and the
remaining equity stakes as the shareholders may desire.
We are prepared to commence due diligence immediately and complete it
expeditiously.
Our team, together with Hellman & Friedman, brings considerable value to the
table, aside from money alone. My experience with the Exchange as its Chairman
and as a member is well known to each of you. Just as I assisted in meeting the
challenges facing the Exchange in the early 1980s and led the development of the
energy complex, today I am prepared to lead the Exchange in confronting the
challenges in technology, competition and the transition to a public company
governance structure.
Hellman & Friedman has assisted management groups facing such challenges in the
past as both a strategic and financial partner. Most notable is their experience
with The Nasdaq Stock Market where Frank Zarb, then Chairman of the NASD, turned
to Hellman
& Friedman to assist in the transformation of The Nasdaq Stock Market
into the profitable public exchange it is today. Frank is now a partner of
Hellman & Friedman and, together with his colleagues, can assist in the
transformation of the Exchange.
With that, we make the following requests to the Board:
o Do not make any decision today regarding a transaction with Blackstone or
General Atlantic.
o Grant immediate access to 816 Partners and Hellman & Friedman to conduct
due diligence on the same basis that other bidders have been allowed
access.
o Do not commit to any terms that would impede a potential transaction with
816 Partners and Hellman & Friedman, e.g., a break-up fee, expense
reimbursement, a no shop provision, or any other restrictions limiting our
ability to conduct due diligence.
As a shareholder, I am concerned that your representatives have conducted an
arbitrarily limited process to date. Based upon public information, it appears
that only two potential investors were permitted to conduct due diligence.
Again, I am concerned that the form of transaction negotiated has been based on
parameters set by your representatives, not the shareholders. The Board owes it
to the shareholders to consider proposals other than the two on the table. The
deadline of today is artificial and self-imposed. We believe it is never too
late to entertain a transaction that is better for all stakeholders.
/s/ Michel
14 Broad Street, Red Bank NJ 07701 O 732-530-4434 O MDMarks@earthlink.net