SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 10)
Corning Natural Gas Corporation
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Christopher J. Hubbert, Kohrman Jackson & Krantz P.L.L., 1375 East 9
th Street, 20
th Fl., Cleveland, OH 44114, (216) 696-8700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(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
which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box. o
Note. Schedules filed in paper format shall include a signed original and five copies of the
schedule including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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 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).
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Introduction.
Pursuant to Rule 13d-1(k), this Amendment No. 10 to Schedule 13D is filed on behalf of Richard M. Osborne and the Richard
M. Osborne Trust (the “Trust”), an Ohio trust of which Richard M. Osborne is the sole trustee,
relating to shares of common stock, par value $5.00 per share (the “Shares”), of Corning Natural
Gas Corporation, a New York corporation (“Corning”).
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented as follows:
The Shares reported in Item 5(c) as having been acquired by Energy, Inc., a Montana
corporation of which Mr. Osborne is the chairman and chief executive officer, pursuant to its
exercise of warrants were acquired for an aggregate purchase price of approximately $199,500
(excluding commissions) with working capital of Energy, Inc.
Item 4. Purpose of the Transaction.
Item 4 is amended and supplemented as follows:
During the third quarter of 2007 Corning conducted a rights offering that provided holders of
Shares with the right to purchase, at the price of $16.00, one “investment unit” for each Share
held. Each investment unit consists of one Share and one four-year warrant to purchase 0.7 Shares
at a price of $19.00. On July 1, 2009, Corning amended the warrant agreement to reduce the exercise
price of the warrants to $15.00 a share from July 6, 2009 to August 5, 2009. After August 5, 2009,
the exercise price returned to $19.00 a share.
On August 3, 2009, Mr. Osborne brought an action against Corning and Registrar and Transfer
Company, the transfer agent for Corning’s warrants, in the United States District Court for the
Western District of New York, Rochester Division, seeking to enjoin the closing of the warrant
exercises. In his complaint Mr. Osborne claims that Corning’s board did not have the authority to
amend the warrant agreement to reduce the exercise price. On August 4, 2009, Mr. Osborne’s request
for a temporary restraining order was denied. The case is still pending.
Item 5. Interest in Securities of the Issuer.
Item 5(a), (b) and (c) are amended as follows:
(a) Based solely on Corning’s most recent filing with the Securities and Exchange Commission, there are 1,010,356 Shares outstanding.
The Trust beneficially owns 119,132 Shares, or 11.8% of the outstanding Shares. As sole
trustee of the Trust, Mr. Osborne may be deemed to beneficially own all Shares held by the Trust.
Mr. Osborne beneficially owns 133,382 Shares, including 119,132 Shares owned by the Trust, 250
restricted Shares owned individually, 13,300 Shares owned by Energy, Inc. and currently exercisable
warrants that are convertible into 700 Shares owned by Energy, Inc., or 13.2% of the outstanding
Shares assuming exercise of the warrants owned by the Energy, Inc.
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As chairman of the board and chief executive officer of Energy, Inc. Mr. Osborne may be deemed to
beneficially own the Shares and warrants owned by Energy, Inc. Mr. Osborne disclaims beneficial
ownership of the Shares and warrants owned by Energy, Inc.
(b) Mr. Osborne has sole power to vote, or to direct the voting of, and the sole power to
dispose or to direct the disposition of the 119,132 Shares owned by the Trust and the 250 shares of
restricted stock owned by him individually. Mr. Osborne has shared power to vote, or to direct the
voting of, and shared power to dispose or to direct the disposition of the 13,300 Shares and
warrants convertible into 700 Shares owned by Energy, Inc.
(c) On August 3, 2009 the Trust gifted without payment warrants convertible into 14,000 Shares
to Energy, Inc. On August 4, 2009, Energy, Inc. exercised warrants convertible into 13,300 Shares
at a price of $15.00 per Share.
Item 7. Material to be Filed as Exhibits.
7.1 Joint Filing Agreement