Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Title of Class of Securities)
Anita G. Zucker
c/o The Inter Tech Group, Inc.
4838 Jenkins Avenue
North Charleston, SC 29405
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
George S. King, Jr., Esq.
Haynsworth Sinkler Boyd, P.A.
Post Office Box 11889, Columbia, South Carolina 29211
(803) 779-3080
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
*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 ("Act") 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).
SCHEDULE 13D
CUSIP NO. 367204104
PAGE 2 OF 7
1. NAME OF REPORTING PERSON
Anita G. Zucker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
4. SOURCE OF FUNDS
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
9. SOLE DISPOSITIVE POWER
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions ) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.96%
14. TYPE OF REPORTING PERSON (See Instructions) IN
PAGE 3 OF 7
Item 1. Security and Issuer
Common stock, $0.15 par value, of Gas Natural, Inc., 8500 Station Street, Suite 100, Mentor, Ohio 44060 (the "Issuer").
Item 2. Identity and Background
Anita G. Zucker is a natural person whose business address is c/o The InterTech Group, Inc., 4838 Jenkins Avenue, North Charleston, South Carolina 29405. Mrs. Zucker is the Trustee of The Article 6 Marital Trust (the "Trust"), under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007. Mrs. Zucker's principal occupation is as the Chairperson and chief executive officer of The InterTech Group, Inc., 4838 Jenkins Avenue, North Charleston, South Carolina 29405. Mrs. Zucker has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, state or federal securities laws or finding any violation with respect to such laws. Mrs. Zucker is a citizen of the State of South Carolina and the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The shares of common stock as to which this filing relates were purchased using funds on hand. No funds were borrowed or otherwise obtained from outside parties. The total amount paid was $10,621,707.
Item 4. Purpose of Transaction
Mrs. Zucker acquired beneficial ownership of the shares for investment purposes. She will continue to review the performance of and prospects for this investment and its investment alternatives. As part of the ongoing review of its investments in the shares, she may explore from time to time a variety of alternatives, including the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer in the open market or in privately negotiated transactions. She may also explore other alternatives with respect to her investment in the shares, including but not limited to one or more extraordinary corporate transactions involving the Issuer, changes in the present board of directors or management of the Issuer, or changes in the Issuer's business or corporate structure. Based on the Rehmann Corporate Investigative Services investigative audit report prepared for the Public Utilities Commission of Ohio ("PUCO") that was made public on January 23, 2015, she believes that changes need to be made to improve the independence the Issuer's board of directors in order to restore the confidence of PUCO and investors. Accordingly she has advised the Issuer that she will seek to have one or two representatives added to the board and will support the addition of other independent directors to replace existing directors and achieve a more independent board. Although the foregoing reflects activities presently contemplated by her with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that she will take any of the actions referred to above.
PAGE 4 of 7
Except as set forth in the preceding paragraph, as of the date hereof, she does not have any plan or proposal that relates to or would result in:
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(a)
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The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
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(e)
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Any material change in the present capitalization or dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer's business or corporate structure;
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(g)
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Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
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(i)
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A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any action similar to any of those enumerated above.
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Notwithstanding the foregoing, she reserves the right to encourage, support or effect any such actions as she may deem necessary or appropriate to the enhancement of shareholder value in the future, but she does not intend, either alone or in concert with any other person, to exercise control of the Issuer.
Item 5. Interest in Securities of the Issuer
Mrs. Zucker beneficially owns 940,000 shares, or 8.96%, of the Issuer's common stock. Mrs. Zucker has sole voting, investment and dispositive power with respect to those shares.
All of the shares were purchased in open market transactions through one or more brokers.
The following table shows the Trust’s transactions in the class of securities of the Issuer reported on that were effected in the sixty day period preceding February 6, 2015. All transactions were purchases.
PAGE 5 of 7
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Date
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No. Shares
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Price Per Share
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1/28/2015
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5,000 |
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$ |
9.991 |
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1/28/2015
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20,000 |
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$ |
9.791 |
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1/27/2015
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5,000 |
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$ |
10.100 |
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1/27/2015
|
|
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5,000 |
|
|
$ |
10.146 |
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1/27/2015
|
|
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1,235 |
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$ |
10.100 |
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1/22/2015
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|
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3,765 |
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$ |
10.100 |
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1/16/2015
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|
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7,500 |
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$ |
10.150 |
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1/14/2015
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2,042 |
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$ |
10.410 |
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1/13/2015
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3,000 |
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$ |
10.301 |
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|
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2,000 |
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$ |
10.440 |
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|
|
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1,272 |
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$ |
10.245 |
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|
|
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5,000 |
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$ |
10.250 |
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|
|
|
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2,500 |
|
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$ |
10.314 |
|
|
|
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458 |
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$ |
10.248 |
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|
|
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2,500 |
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$ |
10.357 |
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PAGE 6 of 7
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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None.
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Item 7.
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Material to Be Filed as Exhibits
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PAGE 7 OF 7
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: February 6, 2015
s/Anita G. Zucker
Anita G. Zucker, individually and as Trustee for The Article 6 Marital Trust
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