Form 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
Date of Report: October 27, 2008
(Date of earliest event reported)
Corning Natural Gas Corporation
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation)
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000-00643
(Commission
File Number)
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16-0397420
(I.R.S. Employer
Identification No.) |
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| 330 West William Street, Corning New York
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14830 |
| (Address of principal executive offices)
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(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On October 27, 2008, Manufacturers and Traders Trust Company, a New York banking corporation (“M&T
Bank”), agreed to loan Corning Natural Gas Corporation (the “Company”) an additional $1.0 million
upon the terms and conditions of a commitment letter dated October 22, 2008. The Company has an
existing $6.0 million credit facility with M&T Bank entered into on May 7, 2008 and amended on
October 16, 2008. The additional loan is evidenced by a demand note (the “Note”), dated October
27, 2008, in the amount of $1.0 million payable to M&T Bank. Interest is payable monthly at the
M&T Bank prime rate plus 1.0%. The Company agreed to repay a minimum of 50% of the loan by
December 31, 2009 and the remaining outstanding principal amount of the loan plus accrued interest
is payable by December 31, 2010.
The Note is payable upon demand of M&T Bank. If any amounts due and payable upon demand are
unpaid by the Company for five days or more after the demand of M&T Bank, the interest rate is
automatically increased by 4%. The Note also contains customary representations, warranties and
covenants made by the parties.
The Company intends to use the proceeds of the loan to finance pipeline projects in the Bath,
Coopers Plain and Corning, New York areas.
The foregoing description of the Note is not complete and is qualified in its entirety by the full
and complete terms of the Note. The Note is attached as Exhibit 10.1 to this current report and is
incorporated by reference herein.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. |
The disclosure under Item 1.01 of this current report is also responsive to Item 2.03 of this
report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Demand Note of Corning Natural Gas Corporation dated October
27, 2008 in favor of Manufacturers and Traders Trust Company |
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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.
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Corning Natural Gas Corporation
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| Dated: October 31, 2008 |
/s/ Firouzeh Sarhangi
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By Firouzeh Sarhangi, Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit
Number
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Description
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10.1
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Demand Note of Corning Natural Gas Corporation dated October 27, 2008 in favor
of Manufacturers and Traders Trust Company |
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