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EX-99.1 - EXHIBIT 99.1 - Gas Natural Inc.v437585_ex99-1.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

  

Date of Report: April 21, 2016

(Date of earliest event reported)

 

Gas Natural Inc.
(Exact name of registrant as specified in its charter)

 

Ohio
(State or other jurisdiction

of incorporation)

001-34585
(Commission

File Number)

27-3003768
(I.R.S. Employer

Identification No.)

 

1375 East Ninth Street, Suite 3100, Cleveland, Ohio

(Address of principal executive offices)

 

 

44114

(Zip Code)

 

(440) 974-3770

(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))

 

 

 

 

Item 7.01Regulation FD Disclosure.

 

On April 21, 2016, Gas Natural Inc. (the “Company”) initiated the mailing process for a letter, of the same date, from its President and Chief Executive Officer, Gregory J. Osborne, to the Company’s shareholders. The letter addresses the Company’s adoption of a new dividend policy and it’s financing and growth plans. The full text of Mr. Osborne’s letter is set forth in Exhibit 99.1 attached hereto and is incorporated by reference as if fully set forth herein.

 

The information furnished pursuant to Item 7.01 of this current report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. As such, this information shall not be incorporated by reference into any of the Company’s reports or other filings made with the Securities and Exchange Commission except as shall be expressly set forth by specific reference in such filing or document. The furnishing of the information in this current report is not intended to, and does not, constitute a determination or admission by the Company that the information in this current report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

 

Safe Harbor Regarding Forward-Looking Statements

 

The Company is including the following cautionary statement in this Current Report on Form 8-K, including Exhibit 99.1, to make applicable and to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements are all statements other than statements of historical fact, including, without limitation, those that are identified by the use of the words “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “believes” and similar expressions. These statements include, among others, statements regarding our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. Factors that may affect forward-looking statements and the Company’s business generally include, but are not limited to the Company’s ability to consummate the corporate reorganization and debt refinancing on terms that are acceptable to the Company, or at all; the Company’s ability to successfully integrate the operations of the companies it has acquired and consummate additional acquisitions; the Company’s continued ability to make or increase dividend payments; the Company’s ability to implement its business plan, grow earnings and improve returns on investment; fluctuating energy commodity prices; the possibility that regulators may not permit the Company to pass through all of its increased costs to its customers; changes in the utility regulatory environment; wholesale and retail competition; the Company’s ability to satisfy its debt obligations, including compliance with financial covenants; weather conditions; litigation risks; and various other matters, many of which are beyond the Company’s control; the risk factors and cautionary statements made in the Company’s public filings with the Securities and Exchange Commission; and other factors that the Company is currently unable to identify or quantify, but may exist in the future. The Company expressly undertakes no obligation to update or revise any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Item 9.01Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No. Description
   
99.1 April 21, 2016 Letter to Shareholders

 

 

 

 

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.

 

  Gas Natural Inc.  
       
  By: /s/ Christopher J. Hubbert  
  Name: Christopher J. Hubbert  
  Title: Corporate Secretary  

 

Dated: April 21, 2016