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EX-99 - Corning Natural Gas Holding Corppress_release_6_1_17.htm

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

 

June 2, 2017

(Date of earliest event reported)

 

Corning Natural Gas Holding Corporation

(Exact name of registrant as specified in its charter)

 

New York   000-00643   46-3235589
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

330 West William Street, Corning, New York 14830
(Address of principal executive offices) (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:

 

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(A) of the Exchange Act. [ ]

 

Item 8.01 Other Events.

 

On June 1, 2017, Corning Natural Gas Holding Corporation issued a press release confirming its 20% common stock dividend payable to holders of record of its Common Stock on May 30, 2017, payable on or about June 15, 2017. The dividend is equivalent to one share of common stock issued for each five shares of common stock outstanding. The common stock dividend triggered an adjustment in the conversion rate of the Company’s Series B Convertible Preferred Stock from one share of common stock for each shares of Series B convertible Preferred Stock converted to 1.2 shares of common stock for each share converted effective as of the record date on June 30, 2017. In addition, the Corporation confirmed its regular quarterly cash dividend of $0.375 per share on its 6% Series A Cumulative Preferred Stock and $0.249 per share on its Series B Convertible Preferred Stock, each payable to holders of record on June 30, 2017, and the dividend of $0.135 per share to holders of record of the Company’s common stock on June 30, 2017. The cash dividends are payable on or about July 14, 2017.

 

The press release is attached as an exhibit to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated June 2, 2017.

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Corning Natural Gas Holding Corporation

By: /s/ Michael I. German

President and Chief Executive Officer

 

Dated: June 2, 2017

EXHIBIT INDEX

 

 

Exhibit No.   Description Location
99.1   Press Release, dated June 1, 2017. Filed herewith