Additional Definitive Materials

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

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

 

x  Definitive Additional Materials

 

¨  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.

 

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COMEX Deal Summary –
Member Meeting
October 2006
ADDITIONAL INFORMATION AND WHERE TO FIND IT
NYMEX
has
filed
with
the
Securities
and
Exchange
Commission
a
proxy
statement
in
connection
with
the
proposed
transaction.
The
proxy
statement
has
been
mailed
to
the
stockholders
of
NYMEX.
STOCKHOLDERS
OF
NYMEX
ARE
ADVISED
TO
READ
THE
PROXY
STATEMENT,
BECAUSE
IT
CONTAINS
IMPORTANT
INFORMATION.
Such
proxy
statement
and
other
relevant
documents
may
also
be
obtained,
free
of
charge,
on
the
Securities
and
Exchange
Commission's
website
(http://www.sec.gov)
or
by
contacting
the
Office
of
the
Corporate
Secretary
located
at
NYMEX
Holdings,
Inc.,
One
North
End
Avenue,
Suite
1548,
New
York,
New
York
10282-1101,
Attention:
Donna
Talamo.
PARTICIPANTS IN THE SOLICITATION
NYMEX and certain persons may be deemed to be participants in the solicitation of proxies relating to the proposed transaction. The participants in such solicitation may include
NYMEX's executive officers and directors. Further information regarding persons who may be deemed participants is available in NYMEX's proxy statement filed with the Securities and
Exchange Commission in connection with the proposed transaction.
A
registration
statement
relating
to
the
securities
to
be
sold
in
the
offering
has
been
filed
with
the
SEC
but
has
not
yet
become
effective.
These
securities
may
not
be
sold
nor
may
offers
to
buy
be
accepted
prior
to
the
time
the
registration
statement
becomes
effective.
This
presentation
shall
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
nor
shall
there
be
any
sale
of
these
securities
in
any
state
in
which
such
offer, solicitation
or
sale
would
be
unlawful
prior
to
registration
or
qualification
under
the
securities
laws
of
such
state.


1
Forward-looking Statements
Safe Harbor Statement
Statements contained in this presentation that are not based on current or historical fact are
forward-looking in nature. Such forward-looking statements are based on current plans,
estimates and expectations and are made pursuant to the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are based on known and unknown risks, assumptions,
uncertainties and other factors. The Company's actual results, performance, or achievements
may differ materially from any future results, performance, or achievements expressed or
implied by such forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statement.  For a discussion of some of the important
factors that could cause the issuer’s results to differ from those expressed in, and implied by,
the following forward-looking statements, please refer to the S-1 relating to the COMEX
transaction
filed
with
the
SEC,
in
particular,
the
“Risk
Factors”
section
thereof.


2
This presentation is a general summary of the terms and benefits
of a deal with
COMEX. It is not meant to solicit the votes of any COMEX members
or relate to
NYMEX's planned initial public offering in any way.  We encourage you to read
the definitive proxy statement relating to the COMEX transaction
on file with
the Securities and Exchange Commission for a more complete description of
the terms of the deal


3
General Summary
The rights of the COMEX Division members set forth in
the 1994 merger agreement will be terminated
In exchange, new rights will be established through the
COMEX Transaction Agreement
The owner of each COMEX Division membership will also
receive 8,400 shares of common stock of NYMEX


4
Rights and Protections -
NYMEX
NYMEX Rights*
NYMEX can list all COMEX contracts electronically:
Overnight
Side-by-side with floor trading
NYMEX will have an unlimited right to make electronic trading
privileges for COMEX products available to third-parties
NYMEX may list all COMEX contracts on NYMEX ClearPort®
clearing
NYMEX may eliminate, suspend or restrict open outcry trading after
FIVE YEARS
* Please consult Proxy Statement for full listing of NYMEX and Comex Rights.


5
Rights and Protections -
COMEX
COMEX Rights
Trading Right Protections
Number of members limited to 772
Open outcry trading of COMEX Core Products (gold, silver,
copper) will not be eliminated, suspended or restricted and
cannot change terms and conditions (without consent) for FIVE
YEARS
As long as open outcry exists, members will have exclusive
right to trade COMEX Core Products via open outcry 
Before changing open outcry trading hours, NYMEX must
consult with COMEX Governors Committee and COMEX
members have the ability to petition and vote on change


6
Rights and Protections –
COMEX continued
COMEX Rights
Member Rate Protections
Core Products: 
During open outcry, member fees must be at least 50% lower
than next tier
After open outcry, fees tied to NYMEX member/non-member fee ratio
For five years, cannot increase COMEX Core Product fees by any greater
percentage than increase NYMEX Core Product fees
New Metals: 
For five years, member fees must be 50% lower than next highest tier of fees
After five years, no protection
Physical Floor Space Protections
NYMEX cannot reduce floor space for three years but in years 4 and 5, NYMEX
can reduce floor space pursuant to a formula
If open outcry exists after five years, must maintain current or
comparable
facility and provide reasonable financial support


7
Metals Products at Initial Launch
Side by Side Electronic Trading of Full Size
Gold, Silver, Copper and Aluminum
London Products
London Products –
LME Look-alikes
Copper, Aluminum, and Zinc –
in metric tonnes (financially settled)
Asian Products
Gold, Platinum and Palladium –
in Grams (financially settled)
½
size COMEX miNY’s
Gold, Silver and Copper miNYs –
(financially settled)
NYMEX ClearPort Clearing for Metals
Focused set of initial products (5 to 7 products)


8
COMEX Today (six months ended June 30 2006)
COMEX Revenues Represent Approximately 13% of
NYMEX Holdings, Inc.’s Revenues
Metals 13%
Energy and
Services 87%


9
Without the Deal…
Without the COMEX deal:
-
Are limited in ability to launch competitive products and
other new metals products and have limited distribution
-
Are limited from entering into meaningful alliances with
other metals exchanges
-
Uncertain ability to launch metals NYMEX ClearPort
products
-
Increased
threat
of
loss
of
metals
market
share
to
competitors
(we
must
list
our
metals
on
CME
Globex
to
prevent
that
from
happening)


10
Reasons to Approve the Deal
Reduce the risk of losing COMEX revenue
We can prevent other metals products from being listed on CME Globex
Opportunity to increase volume with the launch of side-by-side trading
Opportunity for future growth across NYMEX ClearPort and CME Globex
Opportunity to regain market share and open interest


11
Questions and Answers