- Amended Statement of Ownership: Solicitation (SC 14D9/A)
May 21 2010 - 5:21PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Schedule 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
CNX GAS
CORPORATION
(Name of Subject Company)
CNX GAS CORPORATION
(Name of Person(s) Filing Statement)
Common Stock,
par value $0.01 per Share
(Title of Class of Securities)
12618H200 / 12618H309 / 12618H101
(CUSIP Number of Class of Securities)
P. Jerome
Richey
Executive Vice President, Corporate Affairs, Chief Legal Officer & Secretary
CNX Gas Corporation
1000 CONSOL Energy Drive
Canonsburg, Pennsylvania 15317-6506
(724) 485-4000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
With a copy to:
Jeremy London
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, NW
Washington, D.C. 20005
(202) 371-7000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 2 (this Amendment No. 2) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission on May 11, 2010 by CNX Gas Corporation, a Delaware corporation (as amended or supplemented from time to time, including as
amended by Amendment No. 1 on May 14, 2010 and this Amendment No. 2, the Statement).
Except as
otherwise set forth below, the information set forth in the Statement remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not otherwise defined herein
have the meanings ascribed to such terms in the Statement.
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ITEM 8.
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Additional Information
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Item 8 is hereby amended and supplemented as follows:
(a) The following is added as a new paragraph at the end of the section entitled Item 8Additional
InformationLitigation:
On May 18, 2010, plaintiffs in the Delaware Actions filed a Verified Consolidated
Class Action Complaint (the Consolidated Complaint). The Consolidated Complaint names as defendants CONSOL, the Company, and certain officers and directors of CONSOL and the Company, and generally alleges that CONSOL, as the controlling
stockholder of the Company, and the other defendants have breached and/or have aided and abetted in the breach of fiduciary duties purportedly owed to the Companys public stockholders. Also on May 18, 2010, those plaintiffs filed their
opening brief in support of their motion for a preliminary injunction, along with supporting materials. Pursuant to the scheduling order entered by the Court, defendants opposing briefs on the motion are due on May 21, 2010,
plaintiffs reply brief is due on May 22, 2010, and a hearing on the motion is set for May 24, 2010.
Item 9 is
hereby amended and supplemented by adding the following thereto:
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Exhibit
No.
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Description
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(a)(30)
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Verified Consolidated Class Action Complaint on behalf of plaintiffs in In re CNX Gas Corporation Shareholders Litigation, Consolidated Civil Action No. 5377-VCL (incorporated by
reference to Exhibit (a)(5)(xiii) to Amendment #2 to Tender Offer Statement on Schedule TO of CONSOL Energy Inc., filed on May 21, 2010)
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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CNX GAS CORPORATION
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By:
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/s/ P. J
EROME
R
ICHEY
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Name:
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P. Jerome Richey
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Title:
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Executive Vice President, Corporate Affairs, Chief
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Legal Officer & Secretary
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Dated: May 21, 2010
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