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
November 12, 2013
(Date of earliest event reported)
Corning Natural Gas Corporation Holding Corporation
(Exact name of registrant as specified in its charter)
|
New York |
000-00643 |
16-0397420 |
||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
330 West William Street, Corning, New York |
14830 |
|
(Address of principal executive offices) |
(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))
Item 8.01 Other Events.
Effective November 12, 2013, pursuant to a previously announced plan to implement a holding company reorganization, all of the outstanding shares of Corning Natural Gas Corporation, a New York corporation ("Corning Gas") were exchanged for shares of Corning Natural Gas Holding Corporation (the "Holding Corp.") and Corning Gas became a wholly owned subsidiary of Holding Corp. The transaction, consummated pursuant to the Agreement and Plan of Share Exchange, dated September 11, 2013, between Corning Natural Gas Holding Corporation and Corning Natural Gas Corporation, was approved by more than two-thirds of Corning Gas's shareholders at a meeting on November 6, 2013. The transaction was effective upon the filing of a certificate of exchange with the New York Department of State.
At the effective time of the reorganization, all of the outstanding shares of common stock of Corning Gas were converted into shares of Holding Corp. common stock and all certificates representing shares of common stock of Corning Gas prior to the effective time of the reorganization automatically represent shares of Holding Corp. common stock.
As of the effective time, Holding Corp. adopted the Corning Natural Gas Corporation 2007 Stock Option Plan. Outstanding options to purchase the common stock of Corning Gas were automatically converted into options to purchase an equal number of shares the common stock of the Holding Corp.
The directors and executive officers of Holding Corp. immediately after completion of the reorganization are the same persons who were directors of and executive officers of Corning Gas immediately prior to the reorganization. Corning Gas's natural gas distribution and transmission business will continue to operate as is has historically. Corning Gas continues to be subject to the regulation of the New York Public Service Commission.
Corning Gas intends to cause the interests it holds through its subsidiary Corning Natural Gas Appliance Corporation in two joint ventures, Leatherstocking Gas Company, LLC and Leatherstocking Pipeline, LLC, to be transferred to Holding Corp.
The shares of the common stock of Holding Corp. were registered under the Securities Act of 1933, as amended, on Form S-4 (File No. 333-190348) which was declared effective on September30, 2013. The common stock of Corning Natural Gas Holding Corporation, par value $0.01 per share, is registered under Section 12(g) of the Securities and Exchange Act of 1934, as amended, as a successor to Corning Natural Gas Corporation as provided in Rule 12g-3(a).
The description of the holding company formation set forth in this Item 8.01 is qualified in its entirety by reference to the full text of the Agreement and Plan of Share Exchange which was filed on Corning Gas's Form 8-K on October 4, 2013 and is incorporated by reference into this Item 8.01, and the Certificate of Exchange filed with the New York Department of State on November12, 2103, a copy of which is attached hereto as Exhibit 3.1. A copy of the joint press release of Corning Gas and Holding Corp. announcing the reorganization is attached hereto as Exhibit 99.1
Page 2.
Item 9.01 Financial Statements and Exhibits.
Exhibit 3.1 Certificate of Exchange of Shares of Common Stock of Corning Natural Gas Corporation for Shares of Common Stock of Corning Natural Gas Holding Corporation, dated November 6, 2013, and filed by the New York Department of State on November 12, 2013
Exhibit 4.1 Agreement and Plan of Share Exchange, dated September 11, 2013, between Corning Natural Gas Holding Corporation and Corning Natural Gas Corporation
Exhibit 99.1 Joint Press Release of Corning Natural Gas Corporation and Corning Natural Gas Holding Corporation, dated November 12, 2013
SIGNATURE
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 thereunto duly authorized.
Corning Natural Gas Corporation
Dated: November 12, 2013
By: /s/ Michael I. German
President and Chief Executive Officer
EXHIBIT INDEX
|
Exhibit |
Name |
Location |
|
3.1 |
Certificate of Exchange of Shares of Common Stock of Corning Natural Gas Corporation for Shares of Common Stock of Corning Natural Gas Holding Corporation, dated November 6, 2013, and filed by the New York Department of State on November 12, 2013 |
Filed herewith |
|
4.1 |
Agreement and Plan of Share Exchange, dated September 11, 2013, between Corning Natural Gas Holding Corporation and Corning Natural Gas Corporation |
Incorporated by reference to Corning Natural Gas Corporation (File No. 000-0643) Form 8-K, filed on October 4, 2013 |
|
99.1 |
Joint Press Release of Corning Natural Gas Corporation and Corning Natural Gas Holding Corporation, dated November12, 2013 |
Filed herewith |
Page 3.
OF SHARES OF COMMON STOCK OF
CORNING NATURAL GAS CORPORATION
FOR SHARES OF COMMON STOCK OF
CORNING NATURAL GAS HOLDING CORPORATION
(Under Section 913 of the New York Business Corporation Law)
The undersigned Michael I. German and Stanley G. Sleve, as the President and Secretary, respectively, of Corning Natural Gas Corporation and Corning Natural Gas Holding Corporation, hereby certify as follows:
1. The name of the acquiring corporation is Corning Natural Gas Holding Corporation (the "Acquiring Corporation").
2. The name of the subject corporation is Corning Natural Gas Corporation (the "Subject Corporation"). The name under which the subject corporation was initially formed was "Crystal City Gas Company."
3. The designation and number of outstanding shares of capital stock of the Subject Corporation as of September 24, 2013 are as follows:
Common Stock, par value $5.00 per share, of which 2,262,654 shares were outstanding; and
Preferred Stock, par value $5.00 per share, of which no shares were outstanding.
The number of shares outstanding set forth in this paragraph is subject to change prior to the Effective Date (as defined below) to the extent that the Subject Corporation issues additional shares of Common Stock of the Subject Corporation, including pursuant to options or other rights to acquire such shares.
4. The designation and number of outstanding shares of capital stock of the Acquiring Corporation as of November 1, 2013 are as follows:
Common Stock, par value $0.01 per share, of which 100 shares were outstanding; and
Preferred Stock, par value $0.01 per share, of which no shares were outstanding.
5. The effective date of the share exchange shall be the date of filing of this Certificate of Exchange by the New York Department of State (the "Effective Date").
6. The Subject Corporation was incorporated by the filing of its certificate of incorporation with the New York Department of State on August 30, 1904.
7. The Acquiring Corporation was incorporated by the filing of its certificate of incorporation with the New York Department of State on July 19, 2013.
8. The Acquiring Corporation shall acquire each share of Common Stock, par value $5.00 per share, of the Subject Corporation outstanding on the Effective Date in exchange for one share of the Common Stock, par value $0.01 per share.
Page 1.
9. The share exchange and the Agreement and Plan of Share Exchange were approved by the Board of Directors of the Subject Company on June 18, 2013, and by the holders of at least two-thirds of the outstanding shares of Common Stock of the Subject Company at a meeting duly called and held on November 6, 2013.
10. The share exchange and the Agreement and Plan of Share Exchange was approved by the unanimous written consent of the Board of Directors of the Acquiring Corporation on July 19, 2013, and by the written consent of its sole shareholder on July 19, 2013.
[SIGNATURE PAGE FOLLOWS]
Page 2.
IN WITNESS WHEREOF, the undersigned have signed this Certificate of Exchange and hereby affirm under penalty of perjury that its contents are true on this 6th day of November, 2013.
ACQUIRING CORPORATION:
Corning Natural Gas Holding Corporation
By: /s/ Michael I German
Michael I. German
President and CEO
Attest:
/s/ Stanley G. Sleve
Stanley G. Sleve
Vice President and Corporate Secretary
SUBJECT CORPORATION:
Corning Natural Gas Corporation
By: /s/ Michael I German
Michael I. German
President and CEO
Attest:
/s/ Stanley G. Sleve
Stanley G. Sleve
Vice President and Corporate Secretary
Page 3.
STATE OF NEW YORK
PUBLIC SERVICE COMMISSION
Albany, New York,
November 8, 2013
Case No. 12-G-0141: Petition of Corning Natural Gas Corporation for Authority to Form a Holding Company and for Approval of Certain Related Transactions
Case No. 11-G-0417: Joint Petition of Corning Natural Gas Corporation and Mirabito Holdings, Inc. for Approval, Pursuant to Section 70 of the Public Service Law, of Stock Acquisition.
Order Adopting Terms of a Joint Proposal and Approving Formation of a Holding Company, with Modifications and Conditions, issued and effective May 17, 2013
The Public Service Commission hereby consents and approves, pursuant to Section 108 of the Public Service Law, the attached Certificate of Exchange of Shares of Common Stock of Corning Natural Gas Corporation for Shares Of Common Stock of Corning Natural Gas Holding Corporation under Section 913 of the New York Business Corporation Law, executed November 6, 2013, in accordance with the Order of the Public Service Commission issued and effective May 17, 2013, in the above captioned proceedings.
By the Commission
/s/ Kathleen H. Burgess
Kathleen H. Burgess
Secretary
Page 4.
CERTIFICATE OF EXCHANGE
OF SHARES OF COMMON STOCK OF
CORNING NATURAL GAS CORPORATION
FOR SHARE OF COMMON STOCK OF
CORNING NATURAL GAS HOLDING CORPORATION
(Under Section 913 of the New York Business Corporation Law)
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED NOV 12 2013
NIXON PEABODY LLP
677 Broadway, 10th Floor
Albany, New York 12207
(518)427-2650
Page 5.
CORNING NATURAL GAS CORPORATION
PRESS RELEASE
FOR IMMEDIATE RELEASE
Corning Natural Gas Corporation Announces New Holding Company Structure with Corning Natural Gas Holding Corporation
CORNING, NY (November 12, 2013) - Corning Natural Gas Corporation ("Corning Gas") and Corning Natural Gas Holding Corporation ("Holding Corp.") announced that Corning Gas' shareholders approved its reorganization into a holding company structure and the share for share exchange has been completed. Corning Gas has become a wholly-owned subsidiary of Holding Corp. Corning Gas' natural gas distribution and transportation business will not change as a result of the reorganization. The revised structure is intended to provide Corning Gas with greater financial and regulatory flexibility. The new holding company will have the same board of directors as Corning Gas.
As part of the reorganization, upon filing of the certificate of exchange with the New York Department of State today, the outstanding shares of the common stock of Corning Gas were automatically converted, on a share-for-share basis, into shares of common stock of Holding Corp. Existing shareholders of Corning Gas are not required to exchange certificates representing their shares of common stock. Those certificates automatically represent shares of Holding Corp. under New York law.
Forward-Looking Statements
This press release may contain statements that, to the extent they are not recitations of historical facts, constitute "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995 (Reform Act). All such forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act. A number of important factors affecting Corning Gas' and Holding Corp.'s business and financial results could cause actual results to differ materially from those stated in the forward-looking statements.
About Corning Natural Gas and Holding Corp.
Corning Natural Gas Corporation, headquartered in Corning, New York, was incorporated in 1904. Corning Gas is a local distribution company (LDC) that provides natural gas service to approximately 15,000 customers through more than 400 miles of gas distribution and transmission pipelines in the Southern Tier and Central regions of New York State. Holding Corp. was incorporated in 2013 to hold all of the capital stock of Corning Gas and other subsidiaries. Through its 50% owned subsidiaries, Leatherstocking Gas and Leatherstocking Pipeline, Holding Corp. provides gas service in Susquehanna County, Pa.