EXHIBIT
4
ANS
Investments LLC
▪
50
Battery Place, Suite 7F, New York, NY 10280 ▪
▪
Tel:
(212) 945-2080 ▪ Fax: (508) 629-0074 ▪
▪
Email:
jmeer@verizon.net▪
September
10, 2008
VIA
ELECTRONIC MAIL, OVERNIGHT MAIL
AND
FACSIMILE TRANSMISSION
Magellan
Petroleum Corporation
10
Columbus Boulevard
Hartford,
CT 06106
Attention:
Mr. Edward B. Whittemore, Esq.
Corporate
Secretary
|
Re: |
Stockholder
List Use Request Pursuant to Rule 14a-7 under the
|
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Securities
Exchange Act of 1934, as amended (the “Exchange
Act”)
|
Ladies
and Gentlemen:
The
undersigned stockholder, ANS Investments LLC (the “Stockholder”), with a
business address of 50 Battery Place, Suite 7F, New York, New York
10280-1517,
is the
beneficial owner of 304,780 shares (the “Shares”) of the Common Stock, par value
$0.01 per share (the “Common Stock”), of Magellan Petroleum Corporation, a
Delaware corporation (“Magellan” or the “Company”). The Stockholder intends to
conduct a solicitation of proxies (the “Proxy Solicitation”) from the Company’s
stockholders for use at the 2008 Annual Meeting of Stockholders of the Company
and at any adjournments, postponements and continuations thereof or at any
other
meeting of stockholders held in lieu thereof (the “Annual Meeting”).
Pursuant
to Rule 14a-7 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the Stockholder hereby requests that the Company provide to it
the Company’s stockholder list and security position listings for the purpose of
disseminating solicitation materials to the holders of the Common Stock. Unless
specifically indicated otherwise, all references to “Rule” in this letter shall
refer to the applicable “rule” promulgated under the Exchange Act.
For
purposes of communicating the Company’s election under Rule 14a-7(b)(2) to
comply with either paragraph (a)(2)(i) or paragraph (a)(2)(ii) of Rule 14a-7,
please contact Keith E. Gottfried of Blank Rome LLP, by hand delivery or mail
at
Watergate 600 New Hampshire Avenue, Washington, D.C. 20037, by electronic mail
to Gottfried@Blankrome.com,
by
telephone at (202) 772-5887, or by facsimile at (202) 572-1434. In addition,
if
the Company believes that this request is incomplete or otherwise deficient
in
any respect, please contact such counsel immediately so that the Stockholder
may
promptly address any alleged deficiencies.
Magellan
Petroleum Corporation
September
10, 2008
Page
2
The
Company is required by Rule 14a-7(a)(1) to deliver to the Stockholder within
five (5) business days after receipt of this letter the following
information:
12. Notification
of the Company’s election under Rule 14a-7(b)(2) as to whether the Company has
elected to mail the solicitation materials or furnish the Stockholder with
a
stockholder list;
13. A
statement of the approximate number of record holders and beneficial holders
of
the Common Stock, separated by type of holder; and
14. The
estimated cost of mailing a proxy statement, form of proxy or other
communication to such holders, including to the extent known or reasonably
available, the estimated costs of any bank, broker and similar person through
whom the registrant has solicited or intends to solicit beneficial owners in
connection with the 2008 Annual Meeting.
If
the
Company elects to mail the solicitation materials pursuant to Rule 14a-7
(a)(2)(i), the Company is required to, among other things, send copies of any
proxy statement, form of proxy, or other soliciting material, including a Notice
of Internet Availability of Proxy Materials (as described in Rule 14a-16),
furnished by the Stockholder to the record holders of the Common Stock,
including banks, brokers, and similar entities. A sufficient number of
copies must be sent to banks, brokers and similar entities for distribution
to
all beneficial owners of the Common Stock. The Company shall send the
aforementioned solicitation materials with reasonable promptness after the
Stockholder’s tender of such materials to be sent, envelopes or other containers
therefor, postage or payment for postage and other reasonable expenses of
effecting such distribution.
If
the
Company elects to provide the Stockholder with a stockholder list pursuant
to
Rule 14a-7 (a)(2)(ii), the Company is required to deliver the following
information to the Stockholder no later than five (5) business days after
receipt of this letter:
1. A
reasonably current list of the names, addresses and security positions of the
record holders of the Common Stock, including banks, brokers and similar
entities;
2. The
most
recent list of names, addresses and security positions of beneficial owners
as
specified in Rule 14a-13(b), in the possession, or which subsequently comes
into
the possession, of the Company;
3. The
names
of stockholders at a shared address that have consented to delivery of a single
copy of proxy materials to a shared address, if the Company has received written
or implied consent in accordance with Rule 14a-3(e)(1); and
4. If
the
Company has relied on Rule 14a-16, the names of the stockholders who have
requested paper copies of the proxy materials for all meetings and the names
of
stockholders who, as of the date that the Company receives the request, have
requested paper copies of the proxy materials only for the meeting to which
the
solicitation relates.
Magellan
Petroleum Corporation
September
10, 2008
Page
3
This
information should be in the format normally used by the Company for providing
such information to its proxy solicitor, accompanied by a printout of the
information and any instructions as are necessary to make use of such
information. The Company shall furnish the Stockholder with updated record
holder information on a daily basis or, if not available on a daily basis,
at
the shortest reasonable intervals; provided, however, the Company need not
provide beneficial or record holder information more current than the record
date for the Annual Meeting.
Pursuant
to Rule 14a-7(c)(1), enclosed please find a copy of the Schedule 13D filed
by the Stockholder with the Securities and Exchange Commission on March 12,
2008. The Stockholder is aware of and will comply with his obligations
under Rules 14a-7(d) and 14a-(7)(e).
Attached
hereto as Exhibit A is the declaration required by Rule 14a-7(c)(2) of the
Exchange Act containing the attestations required by Rule 14a-7(c)(2)(i) and
Rule 14a-7(c)(2)(ii).
Please
acknowledge receipt of this letter and the enclosures by signing and dated
the
enclosed copy of this letter and returning it to the Stockholder in the enclosed
envelope.
Very
truly yours, |
|
|
ANS
Investments LLC |
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By:
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/s/
Jonah M. Meer
|
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Jonah
M. Meer
|
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Chief
Executive Officer
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cc: |
Keith
E. Gottfried, Esq.
|
Paul
Schulman
EXHIBIT
A
DECLARATION
STATE
OF NEW YORK
|
)
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|
|
)
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ss:
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COUNTY
OF NEW YORK
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)
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Jonah
M.
Meer, the Chief Executive Officer of ANS Investments LLC, a Delaware limited
liability company (the “Stockholder”), being duly sworn, deposes and says under
oath:
(i) The
Stockholder intends to solicit proxies (the “Proxy Solicitation”) from the
holders of shares of common stock, $0.01 par value per share, of Magellan
Petroleum Corporation, a Delaware corporation (“Magellan” or the “Company”),
with respect to the election of a director and the approval by the Company’s
stockholders of the proposals set forth on Attachment A hereto, at the 2008
Annual Meeting of Stockholders of the Company and any adjournments,
postponements, reschedulings or continuations thereof or any meeting of
stockholders held in lieu thereof (the “Annual Meeting”);
(ii) The
Stockholder further states that the security holder list information (the “List
Information”) that will be provided by the Company to the Stockholder pursuant
to the Stockholder’s letter of request dated September 10, 2008 and made
pursuant to Rule 14a-7 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), will not be used for any purpose other than to solicit the
Company’ stockholders with respect to the Annual Meeting or action by written
consent or authorization for which the Company is soliciting or intends to
solicit or to communicate with stockholders with respect to a solicitation
commenced by the Company; and
(iii) The
Stockholder will not disclose the List Information to any person other than
an
employee or agent of the Stockholder (or his fellow participants, as such term
is defined in Instruction 3 of Item 4 of Schedule 14A) to the extent necessary
to effectuate the communication or Proxy Solicitation.
This
declaration is being made pursuant to Rule 14a-7(c)(2) under the Exchange
Act.
/s/
Jonah M. Meer
|
Jonah
M. Meer
|
SWORN
TO AND SUBSCRIBED
before
me
this
10th
day of
September 2008.
/s/
Maureen Tragoma |
Notary
Public, State of New York
|
No.
01TR4916069
Qualified
in Kings County
Commission
Expires February 17, 2010
ATTACHMENT
A
PROPOSALS
INTENDED TO BE MADE BY ANS INVESTMENTS LLC
AT
THE 2008 ANNUAL MEETING OF STOCKHOLDERS,
OR
OTHER MEETING OF STOCKHOLDERS HELD IN LIEU THEREOF,
OF
MAGELLAN PETROLEUM CORPORATION (THE “COMPANY”)
(IN
ADDITION TO THE NOMINATION OF ONE (1) NOMINEE FOR
ELECTION
TO THE BOARD OF DIRECTORS OF THE COMPANY)
Proposal
1: Resolution
urging the Company’s board of directors to take the necessary steps to eliminate
the classification of the Company’s Board of Directors.
RESOLVED,
that
the
stockholders of the Company urge the board of directors to take the necessary
steps (excluding those steps that must be taken by stockholders) to eliminate
the classification of the Company’s board and to require that all directors
stand for election annually and that such declassification should be completed
in a manner that does not affect the unexpired terms of directors.
Proposal
2: Repeal
of
any and all amendments to the Company’s Amended and Restated Bylaws (whether
effected by supplement to, deletion from or revision of the Bylaws) that are
adopted by the Company’s Board of Directors since April 18, 2007.
RESOLVED,
that
any
and all amendments to the Company’s Amended and Restated Bylaws (whether
effected by supplement to, deletion from or revision of the Bylaws) which are
adopted subsequent to April 18, 2007 (the last date of reported changes) and
before the effectiveness of the foregoing Proposal and the seating of the
Nominee on the Company’s Board of Directors, other than those provisions which
were duly adopted by the stockholders of the Company and those provisions which
under the laws of the State of Delaware cannot be repealed by the stockholders
of the Company, be, and hereby are, repealed; and further
RESOLVED,
that,
without the affirmative vote of the holders of a majority of the stock of the
Company having voting power, the Company’s Board of Directors may not thereafter
amend any section of the Bylaws affected by such repeal or adopt any new Bylaw
provision in a manner which serves to reinstate any repealed provision or adopt
any provision having a similar effect as the repealed provision.