ANS
Investments LLC
▪
50
Battery Place, Suite 7F, New York, NY 10280 ▪
▪
Tel:
(212) 945-2080 ▪ Fax: (508) 629-0074 ▪
▪
Email:
jmeer@verizon.net▪
October
14, 2008
VIA
EDGAR AS CORRESP
Securities
and Exchange Commission
100
F
Street, NE
Washington,
D.C. 20549-3628
Re:
Preliminary Proxy Statement of ANS Investments LLC
in
Opposition to the Board of Directors of Magellan Petroleum Corporation
Ladies
and Gentlemen:
Pursuant
to Rule 14a-6 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), ANS
Investments LLC, a Delaware limited liability company (“ANS Investments”), is
hereby filing with the Securities and Exchange Commission (the “Commission” or
the “SEC”) its preliminary proxy statement and related form of proxy card
(collectively, the “Preliminary Proxy Materials”). All capitalized terms used
and not otherwise defined herein have the meanings ascribed to such terms in
the
Preliminary Proxy Materials.
The
Preliminary Proxy Materials will be
furnished to the stockholders of Magellan Petroleum Corporation, a Delaware
corporation (the “Company”), in connection with the solicitation by ANS
Investments of proxies therefrom to be used at the 2008 Annual Meeting of
Stockholders of the Company or at any meeting called in lieu thereof and at
any
and all adjournments, postponements, continuations or reschedulings thereof
(the
“2008 Annual Meeting”).
At
the 2008 Annual Meeting, one (1)
director will be up for re-election for a three-year term expiring at the 2011
Annual Meeting of Stockholders. ANS Investments intends to solicit proxies
in
support of, among other business, the election to the Company’s Board of
Directors of one (1) nominee, its founder and Chief Executive Officer, Jonah
M.
Meer (the "Nominee"). The Nominee has consented to serve as a Nominee, to being
named as a Nominee in the Preliminary Proxy Materials and to serve as a director
of the Company if elected. In addition, as described in the Preliminary Proxy
Materials, ANS Investments intends to present two stockholder proposals for
consideration by the Company’s stockholders at the 2008 Annual Meeting.
Accordingly, on September 11, 2008, ANS Investments delivered a notice to the
Company (the “Notification Letter”) of its intent to nominate one (1) person for
election to the Company’s Board of Directors and to propose two other matters of
business for consideration by stockholders as more specifically described in
the
Notification Letter, at the 2008 Annual Meeting, and of its intention to solicit
proxies from the Company’s stockholders in connection therewith. A copy of the
Notification Letter was previously filed with the Commission on September 11,
2008 as an exhibit to the ANS Investments’ Schedule 14A filed pursuant to Rule
14a-12 under the Exchange Act.
Securities
and Exchange Commission
October
14, 2008
Page
2
To
the
best of our knowledge, the Company has not yet filed its proxy statement with
the Staff relating to the 2008 Annual Meeting. Accordingly, we believe that
the
Company is now required to file preliminary proxy materials containing the
additional disclosures required by Items 4 and 5 of Schedule 14A applicable
to
solicitations subject to Rule 14a-12(c) of the Exchange Act, prior to filing
definitive proxy materials.
*
* * * *
*
If
the
Staff of the Commission has any questions or comments regarding the accompanying
Schedule 14A filing pursuant to Rule 14a-12 under the Exchange Act or any
aspects of the proxy solicitation referred to therein, please telephone Keith
E.
Gottfried of Blank Rome LLP, counsel to ANS Investments, at (202) 772-5887.
Facsimile transmissions may be sent to him at (202) 572-1434.
Very
truly yours,
|
|
/s/
Jonah M. Meer
|
|
Jonah
M. Meer
|
Chief
Executive Officer
|
cc:
Mr.
Keith
E. Gottfried, Esq.