UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x |
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Filed by a Party other than the Registrant o |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Corning Natural Gas Corporation |
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(Name of Registrant as Specified In Its Charter) |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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330 West William Street |
October 2, 2006
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THE SPECIAL MEETING OF SHAREHOLDERS SCHEDULED FOR SEPTEMBER 28, 2006 HAS BEEN ADJOURNED UNTIL OCTOBER 11, 2006. |
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VOTE FOR THE APPROVAL OF THE PROPOSED MERGER WITH C&T ENTERPRISES AND RECEIVE $16.50 PER SHARE. |
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VOTE BY INTERNET, TELEPHONE OR SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY! |
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DO NOT VOTE THE BLUE PROXY CARD. |
The Special Meeting of Shareholders of Corning Natural Gas Corporation (the “Company” or “Corning”) scheduled for September 28, 2006 was adjourned until October 11, 2006 to allow the shareholders whose votes had not been received to be counted with respect to the proposed Merger (the “Merger”) between the Company and C&T Enterprises, Inc. (“C&T”). We urge you to discard any BLUE proxy cards you may have received from Richard M. Osborne.
The Board of Directors of Corning unanimously recommends that you vote FOR the Merger:
· Your Board of Directors believes that the Merger with C&T and the $16.50 per share consideration are in the best interests of the Company’s shareholders.
· An independent fairness opinion analysis showed that the Merger price is at the high end of the range of reasonable value. (Company Proxy Statement, pages 28-33).
· Institutional Shareholder Services (ISS), the world’s leading independent proxy voting advisory and corporate governance service, has recommended that Corning stockholders vote “FOR” the Merger. (Company Letter to Shareholders, September 20, 2006)
· Should the Merger fail to close, Corning’s obligations to spend significant dollars on gas supplies and pipe replacement could lead to a difficult cash flow situation. (Company Proxy Statement, pages 25-27).
· An affirmative vote of two-thirds of all shares is required — shares not voted effectively are a vote against the Merger. Therefore, please vote FOR the Merger regardless of the size of your holdings. EVERY VOTE IS IMPORTANT!
Please vote FOR the Merger on the WHITE proxy card, even if you plan to attend the upcoming shareholder meeting, even if you have already voted, or even if you sold your Corning shares after the August 14, 2006 record date. If you have any questions, or require any assistance in voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, toll-free, at 1.888.750.5834.
Sincerely,
Thomas K. Barry, Chairman of the Board of Directors and Chief Executive Officer
PLEASE NOTE
This letter is intended to supplement the Corning Proxy Statement previously delivered to you. We strongly urge that you read the Corning Proxy Statement and other documents that provide important information about the Company and the proposed Merger. Such materials are on file and accessible on the website of the Securities and Exchange Commission (www.sec.gov) and the Company’s website (www.corninggas.com) and may be acquired for free from the Company by contacting S. Gerald Sleve, Secretary of the Company, at (607) 936-3755.