Nymex Holdings Inc – ‘DEFA14A’ on 2/18/03

On:  Tuesday, 2/18/03, at 5:11pm ET   ·   Effective:  2/18/03   ·   Accession #:  950123-3-1700   ·   File #:  0-32587

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Soliciting Material Pursuant to Rule 240.14A-12        8     34K 

DEFA14A
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES 
EXCHANGE ACT OF 1934 (AMENDMENT NO.   ) 

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[ ]  Preliminary Proxy Statement                                                
[ ]  Confidential, for Use of the Commission Only                               
(as permitted by Rule 14a-6(e)(2))                                    
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[X]  Soliciting Material Pursuant to Section 240.14a-12                         

NYMEX HOLDINGS, INC.  
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.   

(1)  Title of each class of securities to which transaction applies:  

        ------------------------------------------------------------------------

(2)  Aggregate number of securities to which transaction applies:     

        ------------------------------------------------------------------------

(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):  

        ------------------------------------------------------------------------

(4)  Proposed maximum aggregate value of transaction:                 

        ------------------------------------------------------------------------

(5)  Total fee paid:                                                  

        ------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.                            

[ ]  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.                   

(1)  Amount Previously Paid:                                          

        ------------------------------------------------------------------------

(2)  Form, Schedule or Registration Statement No.:                    

        ------------------------------------------------------------------------

(3)  Filing Party:                                                    

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(4)  Date Filed:                                                      

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Park Ridge, New Jersey                                                          
March 2003                                                                      

Dear Fellow Shareholder:                                                        

NYMEX will be afforded tremendous opportunities and will face challenging issues
in the very near future unlike any other time in the Exchange's history. I am   
seeking re-election as an Equity Holder candidate to the Board of Directors     
because I want to continue to participate in Exchange growth and to enhance and 
protect the interests of the shareholders. I have been one of your Equity Holder
representatives on the Board for the past two years. It is my desire to confront
and fulfill many of the serious issues that I have faced during the past two    
years on the Board.                                                             

I am particularly pleased to have been on the committee to recommend to the     
Board the first dividend paid to NYMEX shareholders. I believe that floor       
trading will remain the bedrock of Exchange trading while electronic and OTC    
will continue to be an important addition to exchange activities. I am          
concerned, as are other NYMEX shareholders, about the challenges in the         
development of OTC and competition with electronic exchanges such as the        
Intercontinental Exchange (ICE). There is no doubt in my mind that we will      
prevail. I am proud of NYMEX and the professionalism of the NYMEX staff.        

I have been a NYMEX member for twenty-five years and a Board member for nine    
years. I was one of the pioneers in the trading of heating oil futures, the     
first energy contract. My firm, Faber's Futures, was the first to specialize in 
the trading of energy futures on an exchange floor. During the 1980's, the Board
successfully overcame oil industry pessimism and made marked improvements at our
exchange. As a board member, I participated in the effort to maintain the       
well-being and development at the exchange. The present Board faces new         
challenges that are just as formidable. Today, as you know, we have evolved into
the world's premier energy exchange. In addition, metals are very important to  
our growth. I am confident that we will continue to maintain our market position
and develop new applications while drawing from our established strengths.      

My contract with you is that I will continue to focus my energies in enhancing  
shareholder value. The question that I continuously pose to myself is: "Will    
this action benefit NYMEX shareholders?" I will faithfully address the interests
and requirements of all shareholders in the context of my being an Equity Holder
representative.                                                                 

Sincerely,                                                                      

Joel Faber                                                                      

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WILLIAM WALLACE 

  William Wallace (WALZ) is a Senior Vice President of Man Financial, Inc.
At Man, Mr. Wallace has been responsible for managing Man's NYMEX floor         
business for the past eight years and has been a member of the NYMEX since      
1998. Man currently employs 60 people on the floor and owns 15 seats. Man has   
been a supporter of the Exchange since its inception and will continue to make  
a significant investment of its resources in the NYMEX's products and future    
initiatives.                                                                    

Mr. Wallace began his career in commodities in 1988 as margin clerk at
Kidder Peabody Incorporated. At Man, prior to coming to the floor, Mr. Wallace  
worked in various capacities in the front and back offices. In 1992, Mr.        
Wallace began his career on the NYMEX floor. His experience will bring to the   
board ideas for improvement and implementation of best practices based on his   
first hand, in-depth knowledge of NYMEX floor operations.                       

     Mr. Wallace understands the duty of all directors to represent the interest
of all shareholders. He understands the diversity of the NYMEX membership and is
committed to working to maintain the NYMEX's position as the first and best     
forum for energy trading. Commitment to the open out-cry system, development of 
new trading products and investments in technology are clearly the NYMEX's means
of maintaining this pre-eminence. Mr. Wallace has had personal experience in    
trading the electricity contract and looks forward to supporting its growth.    
Additionally, Man Financial recognizes the need for this contract in the energy 
marketplace and has committed its significant resources to help make the        
electricity contract one of the NYMEX's premier products.                       

   Mr. Wallace also recognizes that the NYMEX and the floor community employ
hundreds of people. Although these individuals do not have direct               
representation on the board, Mr Wallace believes that the NYMEX's future growth 
and profitability, as a closely held organization or a publicly traded company, 
are dependent on the commitment of these individuals to the NYMEX's vision. He  
has close working relationships with the entire floor community, is regarded as 
a leader and is committed to building support among the community for Exchange  
initiatives.                                                                    

Mr. Wallace is a regular contributor to CNN and MSNBC financial news  
broadcasts. He believes it is his responsibility as a member to enhance the     
public's awareness of the NYMEX and to communicate to the financial community   
the importance of the role of the NYMEX in the marketplace.                     

Mr. Wallace was born and raised in the Washington Heights section of  
Manhattan. He graduated from Baruch College in 1993 with a Bachelor of Science  
degree in Finance and a minor in American history. While at Baruch, Mr.         
Wallace worked full time at Kidder and Man while completing his degree. He      
currently resides in New York City and Mattituck, NY with his wife, Karen.      

_______________________________________________________________________________ 

<Fn>                                                                            

I, William Wallace, am the beneficial owner of 1 share of common stock of NYMEX 
Holdings, Inc. and 1 Class A membership in New York Mercantile Exchange, Inc.,  
which is held as an ABC agreement with Man Financial.                           

A proxy statement containing important information about the election of        
directors of NYMEX Holdings, Inc. and other matters will be filed with the      
Securities and Exchange Commission and mailed to the stockholders of NYMEX      
Holdings prior to NYMEX Holdings' Annual Meeting of Stockholders scheduled for  
March 18, 2003. You are encouraged to read the proxy statement when it becomes  
available. When it is filed with the SEC, the proxy statement, as well as all   
of NYMEX Holdings' SEC filings, can be obtained free of charge from the SEC's   
website at www.sec.gov. Copies may also be obtained free of charge from the     
Office of Corporate Governance of NYMEX Holdings.                               

</Fn>                                                                           

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WILLIAM SCHAEFER (IRON) 

William Schaefer is the president and partner of S.C.S Commodities Inc. and     
S.C.S. OTC Corp. S.C.S. Commodities Inc. was established in 1991 and has a      
presence in all the energy futures and options markets on the NYMEX. S.C.S. OTC 
has two offices, New York City and Houston, that broker swaps, options,         
pipeline, and basis OTC deals. S.C.S. Commodities employs over seventy people   
including seventeen floor brokers.                                              

Mr. Schaefer began his career on the NYMEX as a phone clerk and NYMEX member    
for Kidder Peabody in 1988. He also held a position as a NYMEX member in charge 
of floor NYMEX options execution and sales for Shearson Lehman Brothers. As a   
member of the NYMEX, Mr. Schaefer has been a member of several Exchange         
committees including floor, settlement options advisory, facilities, floor      
broker and membership.                                                          

Working as a floor broker and trader for over fourteen years, Mr. Schaefer      
believes he provides a broad viewpoint of futures and options on the exchange   
and in the OTC market. His day to day activities as president of S.C.S.         
Commodities Inc. deal with generating customer brokerage business for S.C.S. and
managing seventeen S.C.S. brokers who are responsible for executing trades for  
those customers. "As a floor brokerage firm we (S.C.S. Commodities) deal and    
communicate with every side of a NYMEX trade (locals, outside customers and     
other floor brokers)."                                                          

Further Mr. Schaefer has working knowledge of the OTC market. The NYMEX has and 
will continue to grow through the clearing of OTC products. His knowledge of    
the customers needs in various OTC products will help to generate further       
growth for the exchange in the NYMEX OTC Markets.                               

Mr. Schaefer believes NYMEX is an asset that has more potential for growth and  
development. "We can improve the exchange by further development of technology, 
new products and management." In addition he states, "there is no reason why we 
can not remain the dominant trading venue for energy now and in the future."    

As a board member, Mr. Schaefer states "I would like to use my experience as a  
NYMEX member and president of S.C.S. Commodities and OTC to help members and    
member firms continue to receive considerable returns from the Exchange. I will 
strive to ensure that these returns are met by making sound business decisions  
on issues that will increase the Exchange's revenue and growth."                

Mr. Schaefer earned his bachelor degree of science from Boston University and a 
MBA from Seton Hall University. He resides in Rumson, New Jersey, with his      
wife, Marcey and their children Elizabeth and William.                          

------------------------------------------------------------------------------- 

I, William Schaefer, am the beneficial owner of 1 share of common stock of      
NYMEX Holdings, Inc. and 1 Class A membership in New York Mercantile Exchange,  
Inc.                                                                            

A proxy statement containing important information about the election of        
directors of NYMEX Holdings, Inc. and other matters will be filed with the      
Securities and Exchange Commission and mailed to the stockholders of NYMEX      
Holdings prior to NYMEX Holdings' Annual Meeting of Stockholders scheduled for  
March 18, 2003. You are encouraged to read the proxy statement when it becomes  
available. When it is filed with the SEC, the proxy statement, as well as all   
of NYMEX Holdings' SEC filings, can be obtained free of charge from the SEC's   
website at www.sec.gov. Copies may also be obtained free of charge from the     
Office of Corporate Governance of NYMEX Holdings.                               

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DAVID D GREENBERG 
LOCAL 
212-822-7100
DGRE

Dear Fellow Stockholder,                                                        

When I was elected in 2000, I knew the new century would bring many dramatic    
changes for the Exchange.  I never thought so many of them would happen during  
my three-year term.  From the long and eagerly anticipated (demutualization), to
the unexpected Enron's bankruptcy, to the tragedy of September 11th, the        
business operations of the Exchange have remained a reliable constant.  I am    
very grateful for the opportunity the members have given me to be part of the   
management team that successfully met the greatest challenges in our history.  I
am even prouder that we managed to achieve record volumes, seat prices and      
profitability as the world around us shifted.                                   

I can serve as a bridge between the knowledge and affinity for this business of 
the generation which built this Exchange and the technological familiarity and  
global perspective we will need from the next generation in order to perpetuate 
that success.  I trade on the Exchange floor everyday and understand the needs  
of today's traders.  I was recently appointed to the Corporate Governance       
Working Group to guarantee that the floor community has a voice at that level.  
I am also using the expertise I have gained as president of Sterling            
Commodities to assist the president and chairman directly with the issues       
involved in running the Exchange as a corporation.  I know what it means to     
make decisions that can affect many lives.                                      

I hope that no board of this Exchange will ever again face some of the issues   
that occurred during my tenure, but we have all learned that nothing can be     
taken for granted.  The next few years will be crucial to the future of the     
Exchange.  We need as many board members as possible who have already           
demonstrated their ability to perform under pressure and understand the complex 
issues facing the Exchange.  Even more importantly, we need individuals with    
the energy, stamina, and leadership qualities to remain one step ahead of the   
competition and provide us with the vision that will enable us to remain the    
world's foremost energy and metals marketplace.                                 

Thank you for your support.                                                     

--------------------------------------------------------------------------------
I, David Greenberg am the beneficial owner of one share of common stock of      
NYMEX Holdings, Inc. and one Class A membership in New York Mercantile          
Exchange, Inc.                                                                  

A proxy statement containing important information about the election of        
directors of NYMEX Holdings, Inc. and other matters will be filed with the      
Securities and Exchange Commission and mailed to the stockholders of NYMEX      
Holdings prior to NYMEX Holdings' Annual Meeting of Stockholders scheduled for  
March 18, 2003.  You are encouraged to read the proxy statement when it becomes 
available.  When it is filed with the SEC, the proxy statement, as well as all  
of NYMEX Holdings's SEC filings, can be obtained free of charge from the SEC's  
website at www.sec.gov. Copies may also be obtained free of charge from the     
Office of Corporate Governance of NYMEX Holdings.                               

DEFA14A
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MICHAEL F. CARDELFE 

TRADE CATEGORY

Michael Cardelfe has been a respected and active member of the New York         
Mercantile Exchange since 1989. He is the founder and sole owner of Arb Oil,    
Inc., one of the largest and most respected independent floor brokerage         
companies on the Exchange today. Arb Oil currently has 25 employees, 7 active   
members, owns 2 seats and leases 5 seats.                                       

Mr. Cardelfe began his career on the New York Mercantile Exchange in 1983 as a  
clerk for Gerald Commodities. In 1985, he joined Merrill Lynch's start-up floor 
operation where he worked until 1987 when he left to start Arb Oil, Inc. He is  
a committed and active participant on the Exchange and an active member of both 
the Facilities and the Arbitration Committees.                                  

A graduate of Monmouth University, Mr. Cardelfe has a B.A. in elementary        
education with an emphasis on U.S. history. He is a sponsor of several          
children's programs including the Downtown Little League and the East Harlem    
Little League programs. He has raised funds for various educational programs and
contributes a great deal to his community.                                      

Mr. Cardelfe is married and has four children. He currently resides in Spring   
Lake, NJ.                                                                       
________________________________________________________________________________

I, Michael Cardelfe, am the beneficial owner of 2 shares of common stock of     
NYMEX Holdings, Inc. and 2 Class A memberships in New York Mercantile Exchange, 
Inc.                                                                            

A proxy statement containing important information about the election of        
directors of NYMEX Holdings, Inc. and other matters will be filed with the      
Securities and Exchange Commission and mailed to the stockholders of NYMEX      
Holdings prior to NYMEX Holdings' Annual Meeting of Stockholders scheduled for  
March 18, 2003. You are encouraged to read the proxy statement when it becomes  
available. When it is filed with the SEC, the proxy statement, as well as all   
of NYMEX Holdings' SEC filings, can be obtained free of charge from the SEC's   
website at www.sec.gov. Copies may also be obtained free of charge from the     
Office of Corporate Governance of NYMEX Holdings.                               

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SCOTT HESS ("HESS") 

     Scott Hess, a partner in G&H Commodities, has been a member of the Exchange
since 1982, a member of the board of directors since 1997, and a member of the  
executive committee for the past year. He holds a business degree from Montclair
State University and a Masters of Business Administration in marketing from Pace
University.                                                                     

     Mr. Hess has been involved in many decisions that have shaped the future of
the Exchange. Through his participation in key committees, he has continually   
voiced his concerns on behalf of the Exchange membership as a whole. He states  
that the most rewarding aspects of the past six years of board service have been
the opportunities to interact with a wide range of segments of the NYMEX        
community, including equity holders, floor traders, and customers. Mr. Hess has 
chosen to chair and serve those committees that are most involved with the      
day-to-day business of the Exchange, despite the high level of work, commitment,
and cooperative effort that these committees require. Through his work on the   
marketing and training and education committees, he has brought the perspective 
of floor traders to the business community and created a better understanding of
the value provided by the Exchange.                                             

     Mr. Hess repeatedly says, "As someone who trades in the ring every day, who
handles brokerage business and trades for my own account, and who travels to    
represent the Exchange, I have a unique appreciation of the needs and problems  
faced by the full spectrum of Exchange members. Mr. Hess is running for         
re-election to the Board of Directors in the At-Large category because he feels 
he has been successful at balancing the spectrum of interests of the entire     
floor, equity and "off the floor" members, while ensuring that all constituents 
have a strong voice and are heard at the board level."                          

Mr. Hess feels that the Exchange continues to face challenges and     
competition and the Exchange community needs to preserve its voice concerning   
far-reaching board decisions. He says, "The Exchange must continually be        
vigilant and continually anticipate and fulfill the needs of its members, equity
holders and customers."                                                         

  "As we move forward with exciting new ventures that will expand horizons
for all Exchange members, it is essential that we not lose sight of the         
importance of our core business."                                               

--------------------------------------------------------------------------------
I, SCOTT HESS, AM THE BENEFICIAL OWNER OF 1 SHARE OF COMMON STOCK OF NYMEX      
HOLDINGS, INC. AND 1 CLASS A MEMBERSHIP IN NEW YORK MERCANTILE EXCHANGE, INC.   

A PROXY STATEMENT CONTAINING IMPORTANT INFORMATION ABOUT THE ELECTION OF        
DIRECTORS OF NYMEX HOLDINGS, INC. AND OTHER MATTERS WILL BE FILED WITH THE      
SECURITIES AND EXCHANGE COMMISSION AND MAILED TO THE STOCKHOLDERS OF NYMEX      
HOLDINGS PRIOR TO NYMEX HOLDINGS' ANNUAL MEETING OF STOCKHOLDERS SCHEDULED FOR  
MARCH 18, 2003. YOU ARE ENCOURAGED TO READ THE PROXY STATEMENT WHEN IT BECOMES  
AVAILABLE. WHEN IT IS FILED WITH THE SEC, THE PROXY STATEMENT, AS WELL AS ALL OF
NYMEX HOLDINGS' SEC FILINGS, CAN BE OBTAINED FREE OF CHARGE FROM THE SEC'S      
WEBSITE AT WWW.SEC.GOV. COPIES MAY ALSO BE OBTAINED FREE OF CHARGE FROM THE     
OFFICE OF CORPORATE GOVERNANCE OF NYMEX HOLDINGS.                               

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SCOTT HESS

Dear Member:                                                                    

Although I am running unopposed, I wanted to take this opportunity to thank you 
for the input, guidance, and feedback you have provided me over the past six    
years. My success as a board member and, this past year, as a member of the     
executive committee is directly related to the suggestions and advice you have  
offered.                                                                        

I would like to thank you for your support and assure you that the relentless   
energy and dedicated commitment I put into my board service will not in any way 
be diminished over my next three years. If anything, I consider it a strong     
vote of confidence that I am running unopposed, and will work even harder to    
merit the faith you have shown in my efforts.                                   

The next few years will prove critical to the futures of the Exchange. While I  
have always made a priority of spearheading operational committees that see to  
the day-to-day needs and comfort of our members, I would also like to commit to 
you that I will place an equal emphasis on key strategic projects that will     
propel us forward in our leadership role to the energy and metals industries.   

For example, the chairman this year invited me to be part of a delegation he    
brought to China and to head up our Far East branding initiative, which will    
involve a number of key strategic alliances in this rapidly expanding area of   
growth. I will continue to take the lead on marketing and other outreach        
efforts that can contribute to the further growth of this institution. I am     
particularly enthusiastic about the potential for our new electricity contracts 
and honored to serve as chairman of that committee.                             

I am very proud of the accomplishments of this Exchange during my tenure on the 
board and feel that our future has never looked as promising as it does right   
now. I thank you with all of my heart for allowing me to represent your         
interests at this most opportune time in our history and commit to continue to  
be available on any issue, any time. I am available on the floor each day, or   
by e-mail at shess@nymerc.com.                                                  

Thank you,                                                                      

--------------------------------------------------------------------------------
I, SCOTT HESS, AM THE BENEFICIAL OWNER OF 1 SHARE OF COMMON STOCK OF NYMEX      
HOLDINGS, INC. AND 1 CLASS A MEMBERSHIP IN NEW YORK MERCANTILE EXCHANGE, INC.   

A PROXY STATEMENT CONTAINING IMPORTANT INFORMATION ABOUT THE ELECTION OF        
DIRECTORS OF NYMEX HOLDINGS, INC. AND OTHER MATTERS WILL BE FILED WITH THE      
SECURITIES AND EXCHANGE COMMISSION AND MAILED TO THE STOCKHOLDERS OF NYMEX      
HOLDINGS PRIOR TO NYMEX HOLDINGS' ANNUAL MEETING OF STOCKHOLDERS SCHEDULED FOR  
MARCH 18, 2003. YOU ARE ENCOURAGED TO READ THE PROXY STATEMENT WHEN IT BECOMES  
AVAILABLE. WHEN IT IS FILED WITH THE SEC, THE PROXY STATEMENT, AS WELL AS ALL OF
NYMEX HOLDINGS' SEC FILINGS, CAN BE OBTAINED FREE OF CHARGE FROM THE SEC'S      
WEBSITE AT WWW.SEC.GOV. COPIES MAY ALSO BE OBTAINED FREE OF CHARGE FROM THE     
OFFICE OF CORPORATE GOVERNANCE OF NYMEX HOLDINGS.                               

Dates Referenced Herein   and   Documents Incorporated by Reference

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