DFAN14A 1 a13-8112_25dfan14a.htm DFAN14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

Hess Corporation

(Name of Registrant as Specified In Its Charter)

 

ELLIOTT ASSOCIATES, L.P.

ELLIOTT INTERNATIONAL, L.P.

PAUL E. SINGER

ELLIOTT CAPITAL ADVISORS, L.P.

ELLIOTT SPECIAL GP, LLC

BRAXTON ASSOCIATES, INC.

ELLIOTT ASSET MANAGEMENT LLC

THE LIVERPOOL LIMITED PARTNERSHIP

LIVERPOOL ASSOCIATES LTD.

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.

HAMBLEDON, INC.

ELLIOTT MANAGEMENT CORPORATION

RODNEY F. CHASE

HARVEY GOLUB

KARL F. KURZ

DAVID McMANUS

MARSHALL D. SMITH

WILLIAM B. BERRY

JONATHAN R. MACEY

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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On May 14, 2013, Elliott Associates, L.P. and Elliott International, L.P. issued the following press release:

 

GRAPHIC

 

ELLIOTT PROPOSES CONSTRUCTIVE RESOLUTION TO END PROXY FIGHT

 

ALL SHAREHOLDER NOMINEES AND ALL MANAGEMENT NOMINEES WOULD JOIN BOARD

 

ELLIOTT INVITES HESS TO MEET

 

New York (May 14, 2013) — Elliott Management Corporation (“Elliott”), one of the largest shareholders of Hess Corporation (NYSE: HES), today issued the following statement:

 

“Consistent with Hess’s promise to refresh the Board, Elliott proposes that all Shareholder Nominees and all Management Nominees step onto a reconstituted Board—the size and composition to be agreed upon. Shareholders want real change and a renewed Board. Hess has promised such renewal and this solution will follow through on that promise. The Shareholder Nominees look forward to working with the reconstituted Board to restore accountability and investor confidence that will maximize value for all Hess Shareholders.”

 

www.reassesshess.com.

 

Additional Information

 

Elliott Associates, L.P. and Elliott International, L.P. (“Elliott”) filed a definitive proxy statement and an accompanying proxy card with the Securities and Exchange Commission (“SEC”) on April 3, 2013. Stockholders are advised to read the definitive proxy statement, and other materials filed with the SEC, because they contain important information concerning Elliott’s solicitation of proxies for the 2013 Hess Annual Meeting of Stockholders, including information concerning the participants in that solicitation. These materials are available for no charge at the SEC’s website at www.sec.gov or by directing a request to Elliott’s proxy solicitor, Okapi Partners, at its toll-free number (877) 796-5274 or via email at info@okapipartners.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Our forward-looking statements are based on our current intent, belief, expectations, estimates and projections regarding the Company and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and

 

May 14, 2013

ReassessHess.com

 



 

actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

 

About Elliott Management:

 

Elliott’s two funds, Elliott Associates, L.P. and, Elliott International, L.P., together have more than $21 billion of assets under management. Founded in 1977, Elliott is one of the oldest hedge funds under continuous management. The Elliott funds’ investors include large institutions, high-net-worth individuals and families, and employees of the firm.

 

###

 

Media Contact:

Investor Contact:

 

 

Elliot Sloane

Bruce H. Goldfarb/ Pat McHugh/Geoff Sorbello

Sloane & Company

Okapi Partners LLC

(212) 446-1860

(212) 297-0720

(646) 623-4819 (cell)

info@okapipartners.com

 

 

John Hartz

 

Sloane & Company

 

(212) 446-1872

 

(718) 926-3503 (cell)

 

 

May 14, 2013

ReassessHess.com