UNITED STATES | |||
SECURITIES AND EXCHANGE COMMISSION | |||
Washington, D.C. 20549 | |||
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SCHEDULE 14A | |||
(Rule 14a-101) | |||
SCHEDULE 14A INFORMATION | |||
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Proxy Statement Pursuant to Section 14(a) of | |||
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Preliminary Proxy Statement | ||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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Definitive Proxy Statement | ||
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Soliciting Material under §240.14a-12 | ||
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Hess Corporation | |||
(Name of Registrant as Specified In Its Charter) | |||
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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 13, 2013, Elliott Associates, L.P. and Elliott International, L.P. issued the following press release:
ELLIOTT RESPONDS TO HESS PR STUNT; ELLIOTT REMAINS OPEN TO CONSTRUCTIVE CONVERSATION AND SETTLEMENT THAT SHAREHOLDERS ACTUALLY WANT
New York (May 13, 2013) Elliott Management Corporation (Elliott), one of the largest shareholders of Hess Corporation (NYSE: HES), today issued the following statement:
Shareholders want real change, yet Hess is doing everything they can to avoid it. Todays press release from Hess is more of the same. Without ever talking with Elliott and seeing the writing on the wall, Hess engaged in a PR stunt and proposed accepting only two nominees. If Hess were serious, they would have engaged in substantive conversation with Elliott rather than blast out desperate press releases.
The consistent message from Shareholders is that they want substantial change in the boardroom of Hess. Hess should accept all five Shareholder nominees and replace as many of their incumbent directors with managements nominees as is reasonable. We continue to welcome constructive dialogue with Hess.
For more information on how to vote FOR the election of the highly qualified independent shareholder nominees on the GREEN proxy card, visit 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 Elliotts 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 SECs website at www.sec.gov or by directing a request to Elliotts 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 13, 2013 |
ReassessHess.com |
actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
About Elliott Management:
Elliotts 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.
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Media Contact: |
Investor Contact: |
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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 |
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John Hartz |
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Sloane & Company |
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(212) 446-1872 |
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(718) 926-3503 (cell) |
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May 13, 2013 |
ReassessHess.com |