EXHIBIT
99.4
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: |
Access
to Stockholder List and Demand to Inspect Stockholder Records
|
|
Pursuant
to Section 220 of the Delaware General Corporation
Law
|
Ladies
and Gentlemen:
The
undersigned stockholder, ANS Investments LLC, a Delaware limited liability
company (the “Stockholder”), with a business address of 50 Battery Place, Suite
7F, New York, New York
10280-1517,
is the
record owner of 2,000 shares (the “Record Shares”) of the Common Stock, par
value $0.01 per share ("Magellan Common Stock" or “Common Stock”), of Magellan
Petroleum Corporation, a Delaware corporation (“Magellan” or the “Company”), as
evidenced by Magellan stock certificate number NU0112279 dated February 25,
2008. In
addition, and including the Record Shares, the Stockholder is the beneficial
owner of 304,780 shares of the Magellan Common Stock (collectively, the
“Shares”). The name and address of the Stockholder as they appear on the
Company's stock ledger are: ANS Investments LLC, 50 Battery Place, Suite
7F, New
York, New York
10280-1530.
As
evidence of the Stockholder’s record ownership, attached hereto is a true and
correct copy of the stock certificate referenced above which was issued by
the
Company’s stock transfer agent and registrar, American Stock Transfer &
Trust Company, LLC.
Pursuant
to Section 220 of the Delaware General Corporation Law (the “DGCL”), the
Stockholder hereby demands (the “Demand”) an opportunity to inspect, and to make
copies and extracts from, the following records and documents of the Company
(the “Demand Materials”):
Magellan
Petroleum Corporation
September
10, 2008
Page
2
1. A
complete record or list of the Company’s stockholders arranged in descending
order by number of shares, certified by its transfer agent(s) and/or
registrar(s), setting forth the name and address of each stockholder and
the
number of shares of Common Stock registered in the name of each such stockholder
(i) as of the date hereof, and (ii) as of any record date for the 2008 Annual
Meeting of Stockholders of the Company or any postponement, rescheduling,
adjournment or continuation thereof, or any other meeting of stockholders
held
in lieu thereof the (“Annual Meeting”) (each record date under the preceding
sub-clauses is hereinafter referred to as a “Record Date”).
2. A
CD, DVD
or other electronic storage medium containing a list of the Company’s
stockholders setting forth the name and addresses of each stockholder and
number
of shares of Common Stock registered in the name of each such stockholder
as of
the date hereof and as of any Record Date, together with any computer processing
information that may be relevant or necessary for the Stockholder to make
use of
such electronic medium, and a hard copy printout of such electronic medium
for
verification purposes.
3. All
daily
transfer sheets showing changes in the lists of the Company’s stockholders
referred to in Item 1 above which are in or come into the possession of the
Company or its transfer agent, or which can reasonably be obtained, pursuant
to
Rule 14b-2 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), from brokers, dealers, banks, clearing agencies, voting
trusts or nominees of any central certificate depository system, from the
date
of such lists to the date of the Annual Meeting or any other meeting of
stockholders held in lieu thereof.
4. All
information that is in, or that comes into the Company’s or its transfer agent’s
possession or control, or which can reasonably be obtained, pursuant to Rule
14b-2 under the Exchange Act, from brokers, dealers, banks, clearing agencies,
voting trusts or nominees of any central certificate depository system
concerning the number and identity of, and the number of shares held by,
the
actual beneficial owners of the Common Stock, including (a) the Securities
Position Listing and omnibus proxy issued by The Depository Trust Company
(“DTC”) for any Record Date; (b) all “Weekly Security Position Listing Daily
Closing Balances” reports issued by DTC (and authorization for The Altman Group,
Inc., the Stockholder’s agent, to receive such reports directly); and (c) all
lists (and computer media, processing data and printouts as described in
Item 2
above) containing the name, address and number of shares of Common Stock
attributable to any participant in any employee stock ownership, incentive,
profit sharing, savings, retirement, stock option, stock purchase, restricted
stock, dividend reinvestment or other comparable plan of the Company in which
the decision whether to vote shares of Common Stock held by such plan is
made,
directly or indirectly, individually or collectively, by the participants
in the
plan and the method(s) by which the Stockholder or its agents may communicate
with each such participant.
5. All
lists, tapes, electronic files and other information that are in, or that
come
into, the possession or control of the Company, or that can reasonably be
obtained, pursuant to Rules 14b-1 and 14b-2 under the Exchange Act, which
set
forth the names and addresses of, and the number of shares held by, the
beneficial owners of the Common Stock, including, but not limited to, any
list
of non-objecting or consenting beneficial owners (“NOBO’s” or “COBO’s”) in the
format of a printout and magnetic computer tape listing in descending order
balance. If such information is not in the Company’s possession, custody or
control, such information should be requested from Broadridge Financial
Solutions, Inc. (formerly ADP Proxy Services) - Investor Communications
Services.
Magellan
Petroleum Corporation
September
10, 2008
Page
3
6. A
“stop
transfer” list or “stop lists” relating to any shares of the Common Stock as of
the dates of the lists referred to in Item 1 above.
7. A
correct
and complete copy of the Bylaws of the Company, as amended to date, and any
and
all changes of any sort to the Bylaws of the Company hereafter made through
the
date of the Annual Meeting or any other meeting of stockholders held in lieu
thereof, including, without limitation, any amendment to the existing Bylaws,
any adoption of new Bylaws or deletions of any provisions of the existing
Bylaws.
8. Any
and
all omnibus proxies and correspondent participant listings with respect to
all
nominees and respondent banks which are currently in effect.
9. The
information and records specified in Items 1, 2, 4, 5, 6, and 8 above as
of any
Record Date for stockholder action set by the Company’s Board of Directors, by
operation of law or otherwise.
10. A
copy of
the report prepared by the Inspector of Elections showing the names of the
Company’s stockholders and how such stockholders voted with respects to any
matter presented for consideration by the stockholders at the Company’s 2007
Annual Meeting of Stockholders.
11. A
copy of
the minutes of the Company’s 2007 Annual Meeting of Stockholders.
The
Stockholder further requests that modifications, additions to or deletions
from
any and all information in the Demand Materials through the date of the Annual
Meeting be immediately furnished to the Stockholder or his agents as such
modifications, additions or deletions become available to the Company or
its
agents or representatives.
The
Stockholder expects the Company to either deliver copies of the requested
materials to him or his agents or representatives or make the materials
available during the Company’s usual business hours. The Stockholder will forego
the demand for inspection if the Company voluntarily furnishes to the
Stockholder or his agents or representatives all the information included
in the
Demand Materials.
Magellan
Petroleum Corporation
September
10, 2008
Page
4
The
Company is hereby authorized to deliver the information included in the Demand
Materials to The Altman Group, Inc., at 1200 Wall Street West, Lyndhurst,
New
Jersey 07071, Attention: Paul Schulman (Pschulman@altmangroup.com,
(201)
806-2206).
The
Stockholder will also bear the reasonable costs incurred by the Company
including those of its transfer agent(s) or registrar(s) in connection with
the
production of the Demand Materials.
The
Stockholder makes this notification and demand to inspect, copy and make
extracts of the Demand Materials in good faith and for the purpose of enabling
the Stockholder to communicate with the Company’s stockholders, in compliance
with applicable law, with respect to matters relating to their interests
as
stockholders, including, but not limited to, the Stockholder’s intention to
solicit proxies from the Company’s stockholders to be voted at the Annual
Meeting to have the Company’s stockholders (i) elect to the Company’s Board of
Directors one (1) nominee selected by the Stockholder; (ii) approve one or
more
other stockholder proposals; and (iii) repeal any and all amendments to the
Bylaws (whether effected by supplement to, deletion from or revision of the
Bylaws) that are unilaterally adopted by the Company’s Board of Directors since
April 18, 2007.
The
Stockholder hereby designates and authorizes The Altman Group, Inc., its
principals and employees, Blank Rome LLP, its partners, principals and
employees, and any other persons designated by the Stockholder, The Altman
Group, Inc., or Blank Rome LLP, acting together, singly or in any combination,
to conduct, as its agents, the inspection and copying of the Demand Materials
herein requested.
Please
advise Keith E. Gottfried, Esq., of Blank Rome LLP, via mail at Watergate
600
New Hampshire Avenue, Washington, DC 20037, by telephone at (202) 772-5887,
by
facsimile at (202) 572-1434 or by e-mail at Gottfried@blankrome.com, as promptly
as practicable as to the time and place that the items requested above will
be
made available in accordance with this Demand. Please also advise such counsel
immediately whether you voluntarily will supply the information requested
by
this Demand. In addition, if the Company believes that this Demand is incomplete
or otherwise deficient in any respect, please contact such counsel immediately
so that the Stockholder may promptly address any alleged
deficiencies.
If
you
refuse to permit the inspection and copying demanded herein, or fail to reply
to
this Demand, within five (5) business days from the date hereof, the Stockholder
will conclude that this Demand has been refused and will take appropriate
steps
to secure its rights to examine and copy the Demand Materials.
Please
also be advised that this Demand is not intended to constitute a request
under
Rule 14a-7 of the Securities Exchange Act of 1934, as amended. The Stockholder
intends to make its request pursuant to Rule 14a-7 by separate communication
to
the Company.
The
Stockholder reserves the right to withdraw or modify this Demand at any time,
and to make other demands of the Company whether pursuant to the DGCL, other
applicable law, or the Company’s certificate of incorporation or
bylaws.
Magellan
Petroleum Corporation
September
10, 2008
Page
5
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 | ||
|
By:
|
/s/ Jonah M. Meer | |
| Jonah M. Meer | ||
| Chief Executive Officer | ||
POWER
OF ATTORNEY
KNOW
ALL MEN
that ANS
Investments LLC (the “Stockholder”) hereby constitutes and appoints The Altman
Group, Inc., its officers, employees, agents and other persons designed by
The
Altman Group, Inc. and Blank Rome LLP, its partners, employees, agents and
other
persons designated by Blank Rome LLP, acting singly, together, or in any
combination, its true and lawful attorneys-in-fact and agents for it in its
name, place and stead, giving and granting unto said attorneys and agents
full
power and authority to act on his behalf, as a stockholder of Magellan Petroleum
Corporation, a Delaware corporation (the “Company”), to seek the production, and
to engage in the inspection and copying, of records and documents of every
kind
and description, including, without limitation, the certificate of incorporation
and amendments thereto, minutes, by-laws and amendments thereto and any other
business records relating to the Company.
The
Stockholder reserves all rights on his part which said attorneys hereby are
authorized to do or perform. This Power of Attorney may be terminated by
the
Stockholder or said attorneys by written notice to the other.
|
|
ANS INVESTMENTS LLC | |
|
|
By:
|
/s/
Jonah M. Meer
|
| Jonah M. Meer | ||
| Chief Executive Officer | ||
|
Date:
September 10, 2008
|
||
DECLARATION
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss:
|
|
|
COUNTY
OF NEW YORK
|
)
|
Jonah
M.
Meer, being duly sworn, deposes and says under oath that he has executed
the
stockholder demand on behalf of ANS Investments LLC to which this Declaration
is
attached and affirms under penalty of perjury under the laws of the State
of New
York that the facts and statements contained in such demand are true and
correct
in all material respects to his knowledge, information and belief.
|
/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
