Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): September 11,
2009
UNITED
STATES NATURAL GAS FUND, LP |
(Exact
name of registrant as specified in its charter) |
Delaware
|
001-33096
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20-5576760
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1320
Harbor Bay Parkway, Suite 145
Alameda,
California 94502
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|
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(Address
of principal executive offices) (Zip Code)
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Registrant's
telephone number, including area code
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(510)
522-3336
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|
|
|
|
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Not
Applicable
|
|
(Former
name or former address, if changed since last
report) |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
o Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
8.01. Other Events
On August
12, 2009, the United States Natural Gas Fund, LP (“UNG”) registration statement
on Form S-3 (333-159772) was declared effective by the Securities and Exchange
Commission (the “SEC”). In UNG’s Form 8-K filed on August 12, 2009,
UNG’s management announced that UNG would not resume offering Creation Baskets
of its units to its Authorized Purchasers at that time and that it would make
another filing when UNG planned to re-commence issuance of units through
Creation Baskets. (UNG issues and redeems units in blocks of 100,000 units
called “Creation Baskets” and “Redemption Baskets,”
respectively. Only Authorized Purchasers may purchase or redeem
Creation Baskets or Redemption Baskets.) UNG’s management has now
determined to re-commence offerings of Creation Baskets on September 28, 2009,
although such offerings will be limited and subject to the terms and conditions
set forth below.
UNG’s
management suspended the issuance of its units because it determined that at
that time UNG could not invest the proceeds from such offerings in investments
that, in the opinion of UNG’s management, would permit it
appropriately to meet its investment objective due to current and anticipated
new regulatory restrictions and limitations that have been and may be imposed by
the Commodity Futures Trading Commission, the New York Mercantile Exchange
(“NYMEX”) and the IntercontinentalExchange, Inc. Currently, UNG’s
management believes that UNG will have the ability, under limited circumstances,
to offer Creation Baskets as of the above-referenced date and meet its
investment objective. If UNG’s management determines prior to the
above referenced date that new circumstances have arisen that will prevent UNG
from offering Creation Baskets, it will announce through a Form 8-K such changes
in circumstances as soon as practicable.
Accordingly,
UNG will resume offering Creation Baskets under the following
conditions. First, UNG may, at its sole discretion, condition its
acceptance of an Authorized Purchaser’s offer to purchase a Creation Basket on
the Authorized Purchaser agreeing to sell to UNG specified investments that meet
UNG’s investment objective. These specified investments will include,
among other potential investment transactions, the arrangement of an
over-the-counter swap contract between UNG and the Authorized Purchaser, an
affiliate of the Authorized Purchaser or a third party. These
over-the-counter swaps would be on terms acceptable to UNG’s management
including that exposure on such swaps be fully collateralized, the swap
counterparty meets UNG management’s creditworthiness and diversification
standards, the swap be of a certain size and duration and such other terms as
UNG determines are appropriate, in its sole discretion. Second, UNG’s
management may decide to limit the issuance of Creation Baskets to an Authorized
Purchaser to a specified minimum or maximum number of baskets. Third,
UNG’s management may vary the terms and conditions of the investments to be
delivered or arranged by an Authorized Purchaser in order to purchase a Creation
Basket. Finally, UNG’s management may decide to offer Creation
Baskets only on particular days. Whether or not UNG will be offering
Creation Baskets and the terms and conditions of such an offering for a specific
day will be announced each day no later than the opening of trading in UNG’s
units on the NYSE Arca.
At
present, UNG’s units are trading at a premium to its net asset value
(“NAV”). UNG’s management cannot predict what impact, if any, the
resumption of creation activity will have on the price of the UNG units on NYSE
Arca. It is possible that the resumption of creation activity, even
on a limited basis, could reduce or remove any premium over
NAV. Investors are cautioned that paying a premium over the NAV for
UNG units can lead to additional losses for the investor in the event that the
investor sells such units at a time when the premium is no longer present in the
market price.
The
Authorized Purchaser, its affiliate or a third party providing investments,
including arranging a swap transaction with UNG in connection with the issuance
of a Creation Basket, may receive fees or other compensation, trading gain or
other benefits in connection with such investment, in addition to compensation,
if any, it may receive as a result of purchasing and reselling units from a
Creation Basket. In addition, UNG’s payment of fees or other amounts
in connection with these investments, including swaps, that exceed the amounts
it currently pays in connection with its direct investments in natural gas
futures contracts may have the effect of increasing transaction-related expenses
and result in increased tracking error.
Certain
matters discussed in this current report on Form 8-K, including any
statements that are predictive in nature or concern future market and economic
conditions, our future performance, or our future actions and their
expected results are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on current expectations and projections about future events
and are not guarantees of future performance. We do not have a
specific policy or intent of updating or revising forward-looking
statements. Actual events and results may differ materially from
those expressed or forecasted in forward-looking statements due to a number of
factors. Please see our periodic reports and other filings with the
SEC for a further discussion of these and other risks and uncertainties
applicable to our business. The forward-looking statements and
projections contained in this current report on Form 8-K are excluded from the
safe harbor protection provided by Section 21E of the Securities Exchange
Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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UNITED
STATES NATURAL GAS FUND, LP
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By:
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United
States Commodity Funds LLC, its general partner
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Date: September
11, 2009
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By:
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/s/
Howard Mah
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Name:
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Howard
Mah
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Title:
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Chief
Financial
Officer
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