Corning Natural Gas/Osborne Trust DFAN14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
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Corning Natural Gas Corporation
(Name of Registrant as Specified In Its Charter)
Richard M. Osborne Trust
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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The Richard M. Osborne Trust
Recommends that Stockholders Vote
AGAINST the Merger
Between Corning Natural Gas Corporation and
C&T Enterprises, Inc.
Dear Fellow Stockholders:
You may have recently received a letter from Cornings management urging you to vote for the
proposed merger with C&T. You have probably noticed that Cornings communications have become
increasingly strident and that management has resorted to personal attacks against me because they
are afraid that many of you may agree with me and vote against the merger. Lets look at some of
the points Corning raises in its recent letter.
Corning makes much of the fact that Institutional Shareholder Services, or ISS, has recommended a
vote for the merger. They even go so far as to quote ISS: Overall, we think the offer received
[from C&T] does not undervalue the company in its current condition [emphasis added]. Hardly a
ringing endorsement! Although Corning doesnt mention it, ISS also stated we find that the
companys performance is below that of its peers and referred to the golden parachute payments to
be received by Thomas Barry, Cornings CEO, and Kenneth Robinson, the companys EVP, as
substantial and elevated. Perhaps an outsider could conclude the $16.50 a share price is fair
for a company that has been run into the ground through mismanagement and recommend that you vote
for the merger. However, I dont believe it is fair to us, the stockholders of Corning, because we
are losing the opportunity to participate in the value of a well-run company. Based on my personal
experience, I continue to believe that Corning could flourish under capable management (presumably
a view shared by C&T). In its proxy statement, management admits that the merger transfers
Cornings potential value to C&T and deprives us of the opportunity to participate in Cornings
upside.
In a move of desperation, Cornings management goes on in its letter to attack me personally. I
believe my track record speaks for itself. For example, in 2003, after acquiring a significant
ownership interest in Energy West, Incorporated, a regulated Montana public utility company, I was
elected to its board of directors. I pushed for the installation of a new management team at
Energy West and since then the company has gone from posting a loss to record earnings and has
reinstated a dividend on its shares. Energy West is a prime example of what can be done with a
well-run local natural gas utility. I believe that the board of directors of Corning should remove
the inept members of management who have contributed to Cornings financial woes and replace them
with individuals committed to rebuilding Corning so stockholders may participate in the upside of a
well-managed company.
In an effort to scare you into voting for the C&T merger, Corning also implies that if you reject
the merger I will somehow pillage the company and benefit at your expense. What they failed to
tell you is that I dont take a salary from the companies that I manage. I dont have golden
parachute agreements. Take, for example, John D. Oil and Gas Company, a publicly-traded company of
which I am chairman and CEO. In 1999, I contributed self-storage facilities I owned
to the predecessor of John D. Last year John D. sold most of its self-storage assets, dividended a
portion of the sale proceeds to the stockholders and repositioned itself in the oil and gas
drilling business. We currently have 14 wells in production. If you had invested $100 in John D.
on December 31, 2000, assuming the reinvestment of dividends, on September 1, 2006 your investment
would have been worth $555.66. That same $100 investment in Corning would be worth $89.79. If the
C&T merger goes through, its Thomas Barry and Kenneth Robinson who will benefit at our expense.
Like many of you, I have invested in Corning with a view toward long-term equity appreciation. I
dont intend to benefit at the expense of my fellow stockholders. I continue to believe in
Cornings future and its ability to maximize value for all stockholders. The first step in
securing Cornings future is to reject the merger.
To briefly reiterate my views as described in greater detail in my proxy statement, I oppose the
merger with C&T because I believe that:
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the consideration to be paid to stockholders is inadequate |
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Cornings current financial condition has been caused by mismanagement |
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management should not be rewarded with substantial golden parachute payments in light of their unacceptable
performance, and |
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managements golden parachute payments are disproportionate to the consideration to be paid to the stockholders of
Corning. |
The Annual Meeting is September 28 Dont Delay!
You have a choice. You can vote for Cornings future by voting against the merger. If you have
not done so already, or if you have already sent in the white proxy card, I urge you to sign, date
and mail the enclosed blue proxy card today. If any of your shares are held in the name of a bank,
brokerage firm or other nominee, please contact the party responsible for your account and direct
them to vote your shares against the merger on the blue proxy card. We urge you to discard the
white proxy card. If you have any questions about voting your shares or changing your vote, please
contact my proxy solicitor, D.F. King & Co., Inc., at 888-644-5854. If you are a registered
stockholder, you may also fax both sides of your signed proxy card to D.F. King at 212-809-8839.
Time is short. Please vote today!
Respectfully Submitted,
/s/
Richard M. Osborne
Richard M. Osborne
Trustee of the Richard M. Osborne Trust
September 22, 2006