-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rv2suBude0eGe2/WzPbN8LmLOc0LyHvOLVmD8CuC24QfS75O37ODTdzMtWyAKK67 44z2vgwVeTiY5ez2ALL9ng== 0001144204-09-014111.txt : 20090316 0001144204-09-014111.hdr.sgml : 20090316 20090316122244 ACCESSION NUMBER: 0001144204-09-014111 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090316 DATE AS OF CHANGE: 20090316 GROUP MEMBERS: RICHARD M. OSBORNE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORNING NATURAL GAS CORP CENTRAL INDEX KEY: 0000024751 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 160397420 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17939 FILM NUMBER: 09683189 BUSINESS ADDRESS: STREET 1: 330 W WILLIAM ST STREET 2: P O BOX 58 CITY: CORNING STATE: NY ZIP: 14830 BUSINESS PHONE: 6079363755 MAIL ADDRESS: STREET 1: 330 W WILLIAM STREET STREET 2: P O BOX 58 CITY: CORNING STATE: NY ZIP: 14830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OSBORNE RICHARD M TRUST CENTRAL INDEX KEY: 0001006422 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8500 STATION ST STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 4409743770 MAIL ADDRESS: STREET 1: 8500 STATION ST STREET 2: SUITE 113 CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 v142977_sc13da.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT RULE 13d-2(a)
 (Amendment No. 9)
 
Corning Natural Gas Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
219381100
(CUSIP Number)
 
Richard M. Osborne, 8500 Station Street, Suite 113, Mentor, Ohio 44060, (440) 951-1111
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
March 5, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

______________________________
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page 1 of 5
 
CUSIP No. 219381100
Page 2 of 5
 
     
1
name of reporting person
i.r.s. identification no. of above person (entities only)
  
     
  Richard M. Osborne Trust  
2
check the appropriate box if a member of a group
  
  (see instructions) 
(a) x
   
(b) o
3
sec use only
  
     
     
4
source of funds
  
     
     
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) 
  
     
   
o
6
citizenship or place of organization
  
     
 
Ohio 
 
 
7
sole voting power
     
number of
  
128,9321 
shares
8
shared voting power
beneficially
    
owned by
    
each
9
sole dispositive power
reporting
    
person
  
128,9321 
with
10
shared dispositive power
   
     
11
aggregate amount beneficially owned by each reporting person
  
     
  128,9321  
12
check box if the aggregate amount in row (11) excludes certain
  
     
   
o
13
percent of class represented by amount in row (11)
  
     
 
15.5% 
 
14
type of reporting person (see instructions)
  
     
 
OO 
 
1 Includes 14,000 warrants to purchase 9,800 shares of common stock that are currently exercisable.
 
 
CUSIP No. 219381100
Page 3 of 5
     
1
name of reporting person
i.r.s. identification no. of above person (entities only)
  
     
  Richard M. Osborne  
2
check the appropriate box if a member of a group
  
  (see instructions) 
(a) x
   
(b) o
3
sec use only
  
     
     
4
source of funds
  
     
     
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) 
  
     
   
o
6
citizenship or place of organization
  
     
 
United States of America 
 
 
7
sole voting power
     
number of
  
129,1821 
shares
8
shared voting power
beneficially
    
owned by
    
each
9
sole dispositive power
reporting
    
person
  
129,1821 
with
10
shared dispositive power
   
     
11
aggregate amount beneficially owned by each reporting person
  
     
 
129,1821 
 
12
check box if the aggregate amount in row (11) excludes certain
  
     
   
o
13
percent of class represented by amount in row (11)
  
     
 
15.5% 
 
14
type of reporting person (see instructions)
  
     
 
IN 
 
 
1 Includes 250 shares of restricted stock and 14,000 warrants to purchase 9,800 shares of common stock that are currently exercisable. The restricted stock is held by Richard Osborne individually.  All other shares of common stock and all warrants are held by the Richard M. Osborne Trust.
 
 
CUSIP No. 219381100
Page 4 of 5
 
Introduction.

This Amendment No. 9 to Schedule 13D is filed on behalf of the Richard M. Osborne Trust, an Ohio trust of which Richard M. Osborne is the sole trustee (the “Trust”), and Richard M. Osborne relating to shares of common stock, par value $5.00 per share (the “Shares”), of Corning Natural Gas Corporation, a New York corporation (“Corning”).

Item 4.
Purpose of Transaction.

Item 4 is amended and supplemented as follows:

On March 5, 2009, Mr. Osborne sent a letter to Corning resigning as the company’s chairman of the board and director.  The letter is attached as Exhibit 7.1.

Item 5.
Interest in Securities of the Issuer.

Item 5(a) is amended as follows:

(a)         Based solely on information provided by Corning, there are 821,000 Shares outstanding.

The Trust beneficially owns 119,132 Shares and 14,000 warrants to purchase 9,800 Shares that are currently exercisable, or 15.5% of the outstanding Shares assuming exercise of the warrants owned by the Trust.  Mr. Osborne beneficially owns 129,182 Shares, including 250 shares of restricted stock and the Shares and warrants beneficially owned by the Trust, or 15.5% of the outstanding Shares assuming exercised of the warrants owned by the Trust.  As sole trustee of the Trust, Mr. Osborne may be deemed to beneficially own all Shares and warrants owned by the Trust.

Item 7.
Material to be Filed as Exhibits.

 
7.1
Letter to Corning Natural Gas Corporation dated March 5, 2009

 
7.2
Joint Filing Agreement

 
 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: March 16, 2009

  RICHARD M. OSBORNE TRUST  
       
       
 
/s/ Richard M. Osborne
  
  Richard M. Osborne, Trustee  
       
       
 
/s/ Richard M. Osborne
  
  Richard M. Osborne, individually  
       

Page 5 of 5
 
EXHIBIT INDEX
 
Exhibit Number
  
Description
     
7.1
  
Letter to Corning Natural Gas Corporation dated March 5, 2009
     
7.2
  
Joint Filing Agreement
 
 
 EX-7.1 2 v142977_ex7-1.htm Unassociated Document
Exhibit 7.1

Richard M. Osborne
8500 Station Street
Suite 113
Mentor, Ohio 44060
Phone:  (440) 951-1111
Fax:  (440) 255-8645

March 5, 2009

Corning Natural Gas Company
330 W. William Street
P.O. Box 58
Corning, NY 14880

Attn:  Mike German

Dear Mike:

With deep regret, I have to resign as Chairman of Corning Natural Gas for the following reasons:

First, an offer was made by Energy West of Great Falls Montana of approximately $21.35 per share in Energy West stock.  Some board members did not want to make the offer public to shareholders and subsequently, some of the directors were asking if they could go out in the market place and but Corning Natural Gas stock.  This was very upsetting to me.

Second, Corning is borrowing against the Rabbi Trust which has a loss of approximately $600,000.  I do not feel that this is appropriate.

Third, having pipeline materials given to us by an exploration company and Corning Natural Gas recording this as a profit I also feel is not appropriate.

I have been patiently waiting for the Company’s first dividends which shareholders were promised last year.

Sincerely,

/s/ Rick
Rick

 
 
 
 EX-7.2 3 v142977_ex7-2.htm Unassociated Document
EXHIBIT 7.2
AGREEMENT OF JOINT FILING


Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

 
Date:  March 16, 2009  RICHARD M. OSBORNE TRUST  
       
/s/ Richard M. Osborne   
  Richard M. Osborne, Trustee  
     
       
  /s/ Richard M. Osborne   
  Richard M. Osborne, individually   
       
     
       
 

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