0000948520-14-000013.txt : 20140423 0000948520-14-000013.hdr.sgml : 20140423 20140423094648 ACCESSION NUMBER: 0000948520-14-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140423 DATE AS OF CHANGE: 20140423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Corning Natural Gas Holding Corp CENTRAL INDEX KEY: 0001582244 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 463235589 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88100 FILM NUMBER: 14777651 BUSINESS ADDRESS: STREET 1: 330 WEST WILLIAM STREET CITY: CORNING STATE: NY ZIP: 14830 BUSINESS PHONE: (607) 936-3755 MAIL ADDRESS: STREET 1: 330 WEST WILLIAM STREET CITY: CORNING STATE: NY ZIP: 14830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Zucker Anita G CENTRAL INDEX KEY: 0001434993 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 4838 JENKINS AVE CITY: N CHARLESTON STATE: SC ZIP: 29405 SC 13D/A 1 sc13da2.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
 (Amendment No. 2)*

Corning Natural Gas Holding Corporation
(Name of Issuer)

Common Stock
(Title of Class of Securities)


219381100
(CUSIP Number)

Anita G. Zucker
c/o The Inter Tech Group, Inc.
4838 Jenkins Avenue
North Charleston, SC 29405
(843) 744-5174
(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

April 9, 2014
(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.  219381100                                    PAGE 2 OF 6

1.           NAME OF REPORTING PERSON

           Anita G. Zucker

2.            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) [   ]
                              (b) [   ]

3.           SEC USE ONLY

4.           SOURCE OF FUNDS

00, PF
5.    CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]

6.           CITIZENSHIP OR PLACE OF ORGANIZATION

USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.         SOLE VOTING POWER

                     289,451
8.         SHARED VOTING POWER

                    0
9.         SOLE DISPOSITIVE POWER

                    289,451
10.       SHARED DISPOSITIVE POWER

                0
 11.           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

289,451
12.    CHECK IF THE  AGGREGATE  AMOUNT IN ROW (11)  EXCLUDES  CERTAIN  SHARES (See Instructions ) [   ]
 
13.           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.96%

14.           TYPE OF REPORTING PERSON (See Instructions)   IN
 
 
 
 

PAGE 3 OF 6

Item 1.     Security and Issuer

Common stock, $0.01 par value, of Corning Natural Gas Holding Corporation, 330 West William Street, Corning, New York 14830 (the "Issuer").  By virtue of a holding company reorganization of Corning Natural Gas Corporation on November 12, 2013, all of the then outstanding shares of Corning Natural Gas Corporation common stock became shares of Issuer common stock.  References in this Schedule 13D to Issuer common stock with respect to dates prior to November 12, 2013, are references to the common stock, $5.00 par value, of Corning Natural Gas Corporation.

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 by the Trust using its funds. The total amount paid by the Trust was $4,420,101.50.

Item 4.     Purpose of Transaction

           The Trust acquired the shares for investment purposes. It 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, it 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.  Except as may be limited by the Purchase Agreement dated as of April 7, 2014 between the Issuer and the Trust, it may also explore other alternatives with respect to its investment in the shares, including but not limited to an extraordinary corporate transaction 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. Although the foregoing reflects activities presently contemplated by it with respect to the Issuer, the foregoing is subject to change at any time, and there can be no assurance that it will take any of the actions referred to above.


 
 
 

Page 4 of 6

Except as set forth in the preceding paragraph, as of the date hereof, it does not have any plan or proposal that relates to or would result in:

(a)  
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)  
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)  
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)  
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;

(e)  
Any material change in the present capitalization or dividend policy of the Issuer;

(f)  
Any other material change in the Issuer's business or corporate structure;

(g)  
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;

(h)  
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;

(i)  
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)  
Any action similar to any of those enumerated above.

Notwithstanding the foregoing, it reserves the right to effect any such actions as it may deem necessary or appropriate in the future.

Item 5.     Interest in Securities of the Issuer

     The Trust owns 289,451 shares, or 11.96%, of the Issuer's common stock. Mrs. Zucker, as Trustee of the Trust, has sole voting, investment and dispositive power with respect to those shares.

214,451 shares were purchased by the Trust directly from the Issuer in 2012.  The remaining 75,000 shares were purchased by the Trust directly from the Issuer on April 9, 2014 at a price of $16.40 per share.
 
 

 
 
 

Page 5 of 6

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In connection with the purchase of 75,000 shares of common stock of the Issuer, the Trust entered into certain agreements with the Issuer that limit the activities of the Trust with respect to those securities and the Issuer for six months from April 7, 2014 as specified in Section 6 of the Purchase Agreement dated as of April 7, 2014 between the Issuer and the Trust (the “Agreement”).  Section 6 of the Agreement is incorporated herein by reference.


Item 7.
Material to Be Filed as Exhibits

 
Exhibit 99.1
Section 6 of the Purchase Agreement dated as April 7, 2014 between the Issuer and the Trust.

 
 
 

PAGE 6 OF 6


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: April 22, 2014

 
s/Anita G. Zucker
                   ______________________________________________________________________
                   Anita G. Zucker, individually and as Trustee for The Article 6 Marital Trust






































 
 EX-99 2 sc13da2ex99-1.htm Unassociated Document
EXHIBIT 99.1


Section 6 from the Purchase Agreement, dated as of April 7, 2014, between Corning Natural Gas
Holding Corporation ( the “Company”) and the Article 6 Marital Trust under the First Amended
and Restated Jerry Zucker Revocable Trust dated April 2, 2007 (the “Purchaser”).
 
Section 6        Restrictions on Acquisition and Transfer.
 
6.1       Standstill.
 
For the period (the “Standstill Period”) commencing on the date hereof and ending on the earlier of: (i) the date which is six months from the date of this Agreement; and (ii) the date a person not affiliated with Purchaser or its associates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) acquires, announces an intention to acquire or proposes to acquire in an transaction described in clauses (a) through (j) below not approved by the Board of Directors of the Company; Purchaser will not, and will cause its associates (as such term is defined under the Exchange Act) and its affiliates whom it controls (as such term is defined under the Exchange Act) not to, unless expressly requested in writing, in advance, by the Company or pursuant to a written agreement with the Company, directly or indirectly, in any manner whatsoever:

(a)       acquire, announce an intention to acquire, offer or propose to acquire, solicit an offer to sell or donate or agree to acquire, or enter into any arrangement or undertaking to acquire, directly or indirectly, by purchase, gift or otherwise, record or direct or indirect beneficial ownership interest in any securities or any assets of the Company or any direct or indirect rights, warrants or options to acquire record or direct or indirect beneficial ownership of any securities or assets of the Company (an “Acquisition”), if such Acquisition would cause Purchaser to beneficially own 15% or more of the voting equity securities of the Company;

(b)       make, propose to make, or participate in any merger, consolidation, business combination, recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving the Company;

(c)       solicit, make, effect, initiate, cause or, in any way participate in (other than by granting a proxy to management representatives), directly or indirectly, any “solicitation” of “proxies” (as such terms are defined in the proxy rules of the Securities and Exchange Commission promulgated pursuant to Section 14 of the Exchange Act) or consents from any holders of any securities of the Company;

(d)       call or seek to have called any meeting of the stockholders of the Company or any subsidiary thereof or seek or act, alone or in concert with others, to advise or influence in any manner whatsoever, any person or entity with respect to the Company;

(e)       form, join or participate in, or otherwise encourage the formation of, any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the record or beneficial ownership of any securities of the Company;

(f)        arrange, facilitate, or in any way participate, directly or indirectly, in any financing for the purchase by any person in a transaction not approved by the Board of Directors of the Company of any securities or assets of the Company or any of its subsidiaries;

 
 
 
(g)       (1)  act, directly, or indirectly, to seek to control, advise, direct or influence the management, Board of Directors (including any individual members thereof), stockholders, policies or affairs of the Company or any subsidiary thereof; provided, however, that nothing contained herein shall prevent Purchaser from freely communicating privately with management and the directors Purchaser’s observations, recommendations and preferences with respect to the Company, its operations and policies; or (2) disclose an intent, purpose, plan or proposal with respect to the Company or any subsidiary thereof inconsistent with the provisions of this letter agreement, including, without limitation, any intent, purpose or plan that requires the Company to waive the benefit of or amend any provision of this letter agreement;
 
(h)       take any action which might require the Company to make a public announcement regarding any matter of the types set forth in clauses (a) through (g) of this Section 6.1;

(i)        agree or offer to take, or encourage (other than by granting a proxy to management representatives) or propose (publicly or privately) the taking of, or announce an intention to take, any action referred to in clauses (a) through (g), inclusive, of this Section 6.1;

(j)        assist, induce or encourage (other than by granting a proxy to management representatives), or enter into discussions, negotiations, arrangements or understandings with,
any person to take any action of the type referred to in clauses (a) through (i), inclusive, of this
Section 6.1.
 
The expiration of the Standstill Period shall not terminate or otherwise affect any of the other provisions of this letter agreement.
 
6.2       Transfer Restriction.
 
(a)       For a period ending six months after the date of this Agreement (the “Restricted Period”), the Purchaser agrees that it shall not sell, transfer or otherwise dispose of the Shares or any right, title, or interest therein to any person, other than (i) to an entity controlled by or under common control with the which agrees to be bound by the terms of this Agreement, or (ii) to an “accredited investor”  (as defined under the rules and regulations under the Securities Act) after complying with paragraph (b) below.

 
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(b)       During the Restricted Period, the Purchaser may not sell or otherwise transfer the Shares, in whole or in part, to an accredited investor without first offering to sell such Shares to the Company or its designee.  Such offer (the “Offer”) shall: (i) be in writing (the “Offer Notice”); (ii) specify the number of Shares proposed to be transferred; and (iii) specify the proposed sale price for the Shares proposed to be sold.  Within 5 business days after the Company receives the Offer Notice from the Purchaser, the Company shall notify the Purchaser in writing whether it irrevocably elects to purchase all, but not less than all, such Shares on the terms of the Offer.  If the Company shall have exercised its right to purchase such Shares pursuant to this paragraph, then, within 5 business days after delivery of notice of acceptance of the Offer by the Company, at the offices of the Company or such other place as may be mutually agreed upon, the Company shall pay the aggregate purchase price for the Shares by wire transfer of immediately available funds to the account designated by the Purchaser and the Purchaser shall deliver to the Company the certificates representing such Shares free and clear of any liens, charges and encumbrances, duly endorsed in blank, or accompanied by stock powers duly executed in blank.  If the Company does not give the Purchaser such notice of acceptance within such 5 business day period, then the Offer shall be deemed to be rejected.  If the Company rejects (or is deemed to reject) the Offer, then during the next 90 days the Purchaser shall be free to consummate the transaction described in the Offer Notice at the price set forth therein or a higher price; provided that if the Purchaser does not consummate such transaction within 90 days after the Company has (or is deemed to have) rejected the Offer, then the provisions of this Section 6 shall again apply to any sale, transfer or other disposition of any Shares.
 

 
(c)       The Purchaser may freely sell or otherwise transfer any Shares with or without the Company’s consent at any time after the Restricted Period.


 
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