8-K

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

March 5, 2009 (Date of earliest event reported)
Corning Natural Gas Corporation (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation)	000-00643 (Commission File Number)	16-0397420 (I.R.S. Employer Identification No.)

330 West William Street, Corning, New York (Address of principal executive offices)	14830 (Zip Code)

(607) 936-3755

(Registrant's telephone number, including area code)

　

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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

　

　

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TABLE OF CONTENTS

　

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

　

Item 7.01. Regulation FD Disclosure

Item 9.01. Financial Statements and Exhibits

　

SIGNATURES

　

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

　

As previously reported, on February 24, 2009, Richard M. Osborne informed the Board of Directors (the "Board") of Corning Natural Gas Corporation (the "Company") that he had

decided to not stand for re-election to the Board at the Company's upcoming annual meeting of shareholders, scheduled to be held on April 7, 2009, in order to pursue other business interests and would also resign as Chairman of the Board effective April 7, 2009. On March 9, 2009, an officer of the Company received a telephone inquiry from the local Corning newspaper requesting comment on a letter from Mr. Osborne that was addressed to the Company. To date, the Company has not received the original of the letter from Mr. Osborne, but the local Corning newspaper did supply the Company with a copy of the letter, which is attached hereto as Exhibit 99.1 (the "Osborne Letter"). The Osborne Letter reiterates Mr. Osborne's decision to resign as Chairman of the Board of Directors. Although the Company had not previously been informed by Mr. Osborne that his failure to stand for re-election as a director and resignation as Chairman resulted from any dispute between Mr. Osborne and the Company regarding its operations, policies or practices, the Osborne Letter describes Mr. Osborne's dissatisfaction with certain business matters. The Company has responded to Mr. Osborne's statements in its letter of response to Mr. Osborne, a copy of which is attached as Exhibit 99.2 to this Report ("Company Response Letter").

　

Certain of the matters raised by Mr. Osborne relate to the ordinary business operations of the Company: (i) a loan from the Company's rabbi trust which was paid in full in December 2007; (ii) the accounting by the Company for certain pipeline materials contributed by a natural gas exploration company which was approved by the Company's audit committee and auditors, was reported in accordance with generally accepted accounting principles, and is under consideration for ratemaking purposes by the New York Public Service Commission; and (iii) the timing of payment of a previously announced dividend on the Company's common stock, which is subject to the removal of a restriction on dividend payments imposed by the New York Public Service Commission. The Company's petition for removal of this restriction is on the agenda of the New York Public Service Commission for March 12, 2009. Another issue raised in the Osborne Letter is the rejection by an independent special committee of the Board of Dir ectors of the Company ("Special Committee") of a non-binding offer made by Energy West Corporation ("Energy West"), which is described below under Item 7.01.

Item 7.01. Regulation FD Disclosure.

　

On March 9, 2009, the Company received from the local Corning, NY, newspaper the Osborne Letter which, among other matters described above under Item 5.02, referenced a non-binding offer to purchase all of the outstanding shares of the Company for consideration consisting of solely of shares of the common stock of Energy West with an expressed valuation for the Company common stock of $21.35 per share. The non-binding offer described in the Osborne Letter was received in a letter, dated February 12, 2009, from Mr. Osborne, in his capacity as Chairman and Chief Executive Officer of Energy West. The non-binding offer followed two other non-binding offers made by Energy West in 2008. Upon receipt of the first of such letters, the Board of Directors of Corning Natural Gas Corporation appointed a Special Committee made up of independent directors to consider the non-binding offer made by Energy West. The Special Committee considered the non-binding offers from Energy West and other information and, in the exercise of its business judgment, rejected the non-binding offers of Energy West as not in the best interests of the Company's shareholders.

　

　

Item 9.01 Exhibits and Financial Statements

　

Exhibit 99.1 Letter to Corning Natural Gas Company from Richard M. Osborne, dated March 5, 2009.

Exhibit 99.2 Letter of response to Richard M. Osborne from Michael I. German, Chief Executive Officer of the Company, dated March 10, 2009.

　

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SIGNATURES

　

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

　

　

　

　 Corning Natural Gas CorporationBy: /s/ Michael I. German Name: Michael I. German Title: President and Chief Executive Officer Dated: March 10, 2009

EX-99

Exhibit 99.2

Corning Natural Gas Corporation

330 West William Street

Corning, New York 14830

　

	March 10, 2009
Mr. Richard M. Osborne 8500 Station Street, Suite 113 Mentor, Ohio 44060	By facsimile (440-255-8645) and first class mail

　

Dear Rick:

I have your letter of March 5, 2009

I understand your letter serves to accelerate your resignation as a director and Chairman of the Board, effective March 5, 2009. Based on your letter, I understand that you are also reporting issues with the Company that led to your resignation. As required by federal securities laws, the Company will file your letter with the Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.

As you know, the Board of Directors of Corning Natural Gas Corporation appointed a Special Committee made up of independent directors to consider the non-binding offer made by Energy West Incorporated to acquire the common stock of Corning Natural Gas solely for shares of Energy West. That committee rejected the non-binding offer of Energy West as not in the best interests of the Company's shareholders. This decision was communicated to you in a letter dated February 20, 2009.

You also raise three additional business issues in your letter. As you know, the previously reported loan to the Company from the Company's rabbi trust was made in accordance with the trust's governing instrument and repaid in full by December 2007. The trust is professionally managed and has suffered a portfolio loss over the last year, consistent with the performance of other portfolios and the market generally. Regarding your second issue, the previously reported contribution of pipeline materials by a gas exploration company was included in the Company's financial statements in accordance with applicable GAAP rules and approved by our independent public accountants. As you know, the appropriate accounting for those materials for ratemaking purposes is currently under consideration in the Company's rate case before the New York Public Service Commission.

Finally, as the Company has previously announced, the Company's Board of Directors has approved a common stock dividend of $0.12 per share quarterly, $0.48 per share annually, beginning in the second quarter of 2009. Payment of the dividend is subject to approval by the New York Public Service Commission of removal of existing restrictions on such payment. The Company's petition to eliminate those restrictions is on the Commission's agenda for this Thursday, March 12, 2009. The Company will announce the decision of the Commission when it is publicly available.

Sincerely,

/s/ Michael German

Michael I. German

President and Chief Executive Officer

EX-99

Exhibit 99.1

Richard M. Osborne

8500 Station Street

Suite 113

Mentor, Ohio 44060

Phone: (440) 951-1111

Fax: (440) 225-8645

March 5, 2009

Corning Natural Gas Company

330 W. William Street

P. O. Box 58

Corning,, N.Y. 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 buy 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 dividend which shareholders were promised last year.

Sincerely,

/s/ Rick

Rick