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): August 11,
2009
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UNITED
STATES NATURAL GAS FUND, LP
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(Exact
name of registrant as specified in its charter)
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Delaware
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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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(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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Not
Applicable
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(Former
name or former address, if changed since last report)
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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):
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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), which was initially filed on June 5, 2009 and
registers an additional 1,000,000,000 units, will be declared effective by the
Securities and Exchange Commission (the “SEC”). Although the
foregoing registration statement for the offering of additional units of UNG is
being declared effective, UNG’s management has determined that UNG will not
resume issuing units and offering Creation Baskets to its Authorized Purchasers
at this time. UNG’s management intends to make another filing at the
time UNG will re-commence issuance of units through Creation Baskets indicating
if it is permitting unlimited or limited amounts of creation
activity. As stated in its current prospectus, UNG creates 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 determined to suspend offerings of Creation Baskets since it
could not invest the proceeds from such offerings in investments that would
permit it 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 (the
“NYMEX”), and the IntercontinentalExchange, Inc. (“ICE”). New
regulatory restrictions and limitations will include accountability and other
limits by ICE on the Henry Financial LD1 Fixed Price Contract and may include
the imposition of fixed position limits on all energy-based commodity futures
contracts, extension of position and accountability limits to futures contracts
on non-U.S. exchanges previously exempt from such limits such as ICE, or the
forced use of clearinghouse mechanisms for all over-the-counter
transactions. As a result, UNG could be required to reduce or
liquidate its current level of holdings in investments or may become subject to
restrictions on the types and level of investments that it may make in the
future. While it cannot be predicted at this time what regulatory
restrictions and limitations will eventually be imposed or how they will impact
UNG, if any of the aforementioned items are implemented, UNG’s ability to meet
its investment objective may be negatively impacted and investors could be
adversely affected.
At this
time, UNG continues to pursue available investment alternatives that both meet
its investment objective and comply with applicable legal and regulatory
requirements. As stated in its current prospectus, UNG may invest in
futures contracts for natural gas, crude oil, heating oil, gasoline, and other
petroleum-based fuels that are traded on the NYMEX, ICE or other U.S. and
foreign exchanges (collectively, “Futures Contracts”) and other natural
gas-related investments such as cash-settled options on Futures Contracts,
forward contracts for natural gas, and over-the-counter transactions that are
based on the price of natural gas, crude oil and other petroleum-based fuels,
Futures Contracts and indices based on the foregoing (collectively, “Other
Natural Gas-Related Investments”; for convenience and unless otherwise
specified, Futures Contracts and Other Natural Gas-Related Investments
collectively are referred to as “Natural Gas Interests” in this Form
8-K). In this regard, UNG has entered into, and is in the
process of entering into additional, over the counter swap contracts, which are
intended to provide the economic equivalent of the return from ownership of the
futures contract on natural gas as traded on the NYMEX (the “Benchmark Futures
Contract”), with counterparties that would provide UNG with means to
appropriately meet its investment objective. However, due, in part,
to the anticipated imposition of regulatory restrictions and limitations, UNG is
likely to invest in Futures Contracts other than the Benchmark Futures Contract
and in Other Natural Gas-Related Investments that may have the effect of
increasing transaction-related expenses and result in increased tracking
error.
Pending
an investment in Futures Contracts other than the Benchmark Futures Contract and
Other Natural Gas-Related Investments, UNG may determine to hold greater amounts
of cash and cash equivalents, and lesser amounts of Natural Gas Interests,
for some period of time if it determines that will most appropriately satisfy
UNG's investment objective. Holding more cash and cash equivalents, and
less Natural Gas Interests, for some period of time may result in increased
tracking error. In the event that UNG determines that it is unable to
invest in appropriate Natural Gas Interests, UNG will need to consider other
actions to protect its unitholders and to permit UNG to achieve its investment
objective. Those actions, which may result in UNG holding greater
amounts of cash and cash equivalents as described above, could include the
following: (1) rejecting requests for the issuance of additional units, (2)
limiting the amount of Natural Gas Interests it monthly “rolls” or of proceeds
it reinvests from such monthly “rolls”, or (3) a distribution of cash to
unitholders. As provided in UNG’s current prospectus, if UNG’s
general partner determines that UNG’s investment objective cannot be met by
investing in the available Futures Contracts and Other Natural Gas-Related
Investments, it may continue to reject requests for the issuance of additional
units in the fund until such time as it determines that appropriate investments
are available. In addition, as stated in UNG’s current prospectus,
UNG’s Benchmark Futures Contract changes over a four-day period during which
UNG’s general partner “rolls” certain of UNG’s Natural Gas Interests by closing,
or selling, a percentage of its positions in Natural Gas Interests and
reinvesting the proceeds from closing those positions in new Natural Gas
Interests that reflect the change in the Benchmark Futures
Contract. If UNG’s management determines that it would not be able to
reinvest the full amount of the proceeds in appropriate Natural Gas Interests,
UNG may not roll all of those positions for a given month, although
its Benchmark Futures Contract will change as described in UNG's
prospectus. Finally, to the extent UNG is unable to invest in
appropriate Futures Contracts and Other Natural Gas-Related Investments or
experiences material tracking error for an extended period of time, UNG may
distribute cash to its unitholders as a way to reduce the amount of its
investment holdings to a level that better allows UNG to meet its investment
objective. If UNG’s management decides to distribute cash to the
unitholders, the distribution will be made on a pro rata basis to unitholders as
of a specified record date. UNG’s management intends to make a filing
if it decides to distribute cash to the unitholders providing notice of the
distribution, including the record date and the amount and date of the
distribution. Management believes that in the
event UNG holds greater amounts of cash and cash equivalents, the daily
percentage changes in the Net Asset Value of UNG will tend to be less than the
daily percentage changes in the Benchmark Futures Contract, regardless of the
direction in the changes of the Benchmark Futures Contract.
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: August
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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