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.     )

 

Filed by the Registrant  o

 

Filed by a Party other than the Registrant  x

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

x

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)

 

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o

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(1)

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(3)

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o

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o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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(4)

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On April 22, 2013, Elliott Associates, L.P. and Elliott International, L.P. issued the following press release:

 

GRAPHIC

 

Elliott Management to Host Town Hall Meeting for Hess Corporation Investors,

Analysts and Members of the Media

 

NEW YORK (April 22, 2013) — Elliott Management today announced that it will hold a Town Hall Meeting for Hess Corporation (NYSE: HES) investors, analysts and members of the media on Tuesday, April 30, 2013 in New York.

 

All attendees must register for the event. To do so, or for more information, please contact Hayley Milbourn at hmilbourn@sloanepr.com or (212) 446-1870.

 

Details of the Town Hall Meeting follow:

 

When:

Tuesday, April 30, 2013

 

4:30 p.m. to 6:00 p.m. ET

 

Where:

Le Parker Meridien — The Azzeka Room

 

119 West 56th Street, New York, NY

 

At this meeting, attendees will have an opportunity to hear from Elliott Management’s proposed slate of independent Shareholder Nominees for the Board of Directors of Hess Corp. (NYSE: HES).  The event will include short presentations by Elliott and the Nominees as well as a Q&A session.*

 

Shareholder Nominees in attendance will be:

 

·                  Rodney F. Chase - Former Deputy Chief Executive, BP plc

·                  Harvey Golub - Former Chief Executive Officer, American Express Company

·                  Karl F. Kurz - Former Chief Operating Officer, Anadarko Petroleum Corporation

·                  David McManus - Former Executive Vice President, Pioneer Natural Resources Company

 

A live audio and video webcast of the event will be available here or by visiting www.ReassessHess.com.  A replay of the audio and video webcast will be available until the shareholder vote on May 16, 2013.

 

*Media will not be permitted to ask questions during the meeting.

 

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 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)