DELTA NATURAL GAS COMPANY, INC. (NASDAQ:DGAS) Files An 8-K Other Events
Item 8.01
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Other Events
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On May 25, 2017, Delta Natural Gas Company, Inc. (Delta) issued a
supplement to the proxy statement dated April 27, 2017. A copy of
the supplement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
supplement to the proxy statement dated April 27, 2017. A copy of
the supplement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
as amended, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act. Forward-looking
statements contained in this document may include, without
limitation, declarations regarding the intents, beliefs,
estimates and current expectations of Delta. In some cases,
forward-looking statements can be identified by terminology such
as may, should, could, expect, seeks, plan, anticipate, believe,
project, estimate, predict, potential, future, forecast and other
similar words. In addition, any statements that refer to
expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. Although
certain of these statements set out herein are indicated above,
all of the statements in this document that contain
forward-looking statements are qualified by these cautionary
statements. Delta shareholders are cautioned that any such
forward-looking statements are not guarantees of future
performance and may involve significant risks and uncertainties,
and that actual results may vary materially from those in the
forward-looking statements. Certain material factors or
assumptions are applied in making forward-looking statements.
These risks and uncertainties include, but are not limited to,
the risks detailed in our filings with the Securities and
Exchange Commission (SEC), including in our most recent filing on
Form 10-K and subsequent periodic and interim reports, factors
and matters described or incorporated by reference in the proxy
statement or this supplement, and the following factors:
meaning of the Private Securities Litigation Reform Act of 1995,
as amended, Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Exchange Act. Forward-looking
statements contained in this document may include, without
limitation, declarations regarding the intents, beliefs,
estimates and current expectations of Delta. In some cases,
forward-looking statements can be identified by terminology such
as may, should, could, expect, seeks, plan, anticipate, believe,
project, estimate, predict, potential, future, forecast and other
similar words. In addition, any statements that refer to
expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. Although
certain of these statements set out herein are indicated above,
all of the statements in this document that contain
forward-looking statements are qualified by these cautionary
statements. Delta shareholders are cautioned that any such
forward-looking statements are not guarantees of future
performance and may involve significant risks and uncertainties,
and that actual results may vary materially from those in the
forward-looking statements. Certain material factors or
assumptions are applied in making forward-looking statements.
These risks and uncertainties include, but are not limited to,
the risks detailed in our filings with the Securities and
Exchange Commission (SEC), including in our most recent filing on
Form 10-K and subsequent periodic and interim reports, factors
and matters described or incorporated by reference in the proxy
statement or this supplement, and the following factors:
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the expected timing and likelihood of completion of the
proposed merger; |
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the occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require us to pay a termination fee; |
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the possibility that Delta shareholders may not approve the
merger; |
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the risk that the Buyer or Delta may be unable to obtain
governmental and regulatory approvals required for the merger or that required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; |
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the failure of the merger to close for any other reason;
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risks related to disruption of management time from ongoing
business operations due to the proposed merger; |
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limitations placed on our ability to operate the business
by the merger agreement; |
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the effect of changes in governmental regulations;
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the outcome of any legal proceedings instituted against
Delta and/or others relating to the merger agreement and the merger; |
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the risk that the proposed merger and its announcement
could have an adverse effect on the ability of Delta to retain and hire key personnel and maintain relationships with its suppliers, partners and customers, and on its operating results and businesses generally; |
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whether the expected benefits of the merger will be
realized; and |
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the fact that Deltas shareholders would forego the
opportunity to realize the potential long-term value of the successful execution of Deltas current strategy as an independent company. |
These forward-looking statements are also qualified by, and
should be read together with, the Forward-Looking Statements, the
Risk Factors and the other statements in our most recent report
on Form 10-K and subsequent periodic and interim report filings,
in each case as filed with the SEC and available at the SECs
website ((http://www.sec.gov). No assurance can be given that
these are all of the factors that could cause actual results to
vary materially from the forward-looking statements.
should be read together with, the Forward-Looking Statements, the
Risk Factors and the other statements in our most recent report
on Form 10-K and subsequent periodic and interim report filings,
in each case as filed with the SEC and available at the SECs
website ((http://www.sec.gov). No assurance can be given that
these are all of the factors that could cause actual results to
vary materially from the forward-looking statements.
Except as required by applicable law, we undertake no
obligation to publicly update forward-looking statements,
whether as a result of new information, future events or
otherwise. Delta shareholders are advised, however, to consult
any future disclosures we make on related subjects as may be
detailed in our other filings made from time to time with the
SEC.
obligation to publicly update forward-looking statements,
whether as a result of new information, future events or
otherwise. Delta shareholders are advised, however, to consult
any future disclosures we make on related subjects as may be
detailed in our other filings made from time to time with the
SEC.
Additional Information and Where to Find It
In connection with the proposed merger, on April 27, 2017 Delta
filed with the SEC and mailed (or otherwise provided) to each
shareholder entitled to vote at the special meeting relating to
the proposed transaction a proxy statement on Schedule 14A and
a form of proxy. WE URGE OUR DELTA SHAREHOLDERS AND OTHER
INTERESTED PARTIES TO READ THE PROXY STATEMENT ALONG WITH THIS
SUPPLEMENT AND TO READ ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR OTHER SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement, the preliminary proxy
statement and any other materials or documents filed by Delta
with the SEC may be obtained free of charge at the SECs website
(http://www.sec.gov) or through the investor relations section
of Deltas website at http://www.deltagas.com>(which website
is not incorporated herein by reference) or by contacting John
B. Brown, by telephone at (859) 744-6171 or by writing him at
3617 Lexington Road, Winchester, KY 40391.
filed with the SEC and mailed (or otherwise provided) to each
shareholder entitled to vote at the special meeting relating to
the proposed transaction a proxy statement on Schedule 14A and
a form of proxy. WE URGE OUR DELTA SHAREHOLDERS AND OTHER
INTERESTED PARTIES TO READ THE PROXY STATEMENT ALONG WITH THIS
SUPPLEMENT AND TO READ ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, AS WELL AS ANY AMENDMENTS OR OTHER SUPPLEMENTS TO
THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The proxy statement, the preliminary proxy
statement and any other materials or documents filed by Delta
with the SEC may be obtained free of charge at the SECs website
(http://www.sec.gov) or through the investor relations section
of Deltas website at http://www.deltagas.com>(which website
is not incorporated herein by reference) or by contacting John
B. Brown, by telephone at (859) 744-6171 or by writing him at
3617 Lexington Road, Winchester, KY 40391.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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99.1
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Supplement to the proxy statement dated April 27,
2017 |
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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 hereunto duly authorized. |
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DELTA NATURAL GAS COMPANY, INC.
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Date: May 25, 2017
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By:
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/s/John B. Brown
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John B. Brown
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Chief Operating Officer, Treasurer and Secretary
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Exhibit 99.1
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Delta Natural Gas Company, Inc.
3617 Lexington Road
Winchester, Kentucky 40391
Supplement to Proxy Statement
This is a supplement to the proxy statement dated April 27,
2017 of Delta Natural Gas Company, Inc. (Delta. Company, we,
our or us) that was mailed to investors in connection with
the solicitation of proxies for use at the special meeting of
shareholders to be held on June 1, 2017, at 10:00 a.m. local
time, at Deltas principal place of business located at 3617
Lexington Road, Winchester, Kentucky 40391. These materials
are also available on our website at
http://www.deltagas.com/proxy.htm.
2017 of Delta Natural Gas Company, Inc. (Delta. Company, we,
our or us) that was mailed to investors in connection with
the solicitation of proxies for use at the special meeting of
shareholders to be held on June 1, 2017, at 10:00 a.m. local
time, at Deltas principal place of business located at 3617
Lexington Road, Winchester, Kentucky 40391. These materials
are also available on our website at
http://www.deltagas.com/proxy.htm.
Special Meeting Proposals; Record Date
The purpose of the special meeting is to consider and vote
upon the following proposals. These are the same proposals
that were set forth in the proxy statement dated April 27,
2017; we have included them for your convenience.
upon the following proposals. These are the same proposals
that were set forth in the proxy statement dated April 27,
2017; we have included them for your convenience.
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To consider and vote on a proposal to approve the
Agreement and Plan of Merger (the merger agreement) among Delta, PNG Companies LLC (Buyer), and Drake Merger Sub Inc., a direct, wholly-owned subsidiary of Buyer (Merger Sub), in which Buyer will acquire Delta at a price of $30.50 per share in cash, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions. Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into Delta (the merger), with Delta surviving the merger as a direct, wholly-owned subsidiary of Buyer; |
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To consider and vote on a non-binding, advisory
proposal to approve the compensation that may be paid or may become payable to Deltas named executive officers in connection with, or following, the consummation of the merger; and |
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To consider and vote on a proposal to approve the
adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. |
Deltas board of directors (the Board) previously established
April 25, 2017 as the record date for the purpose of
determining the shareholders who are entitled to notice of
and to vote at the special meeting or at any adjournment or
postponement thereof (to the fullest extent permitted by
law).
April 25, 2017 as the record date for the purpose of
determining the shareholders who are entitled to notice of
and to vote at the special meeting or at any adjournment or
postponement thereof (to the fullest extent permitted by
law).
Recommendation of the Board
After careful consideration, the Board unanimously approved
the merger agreement, the merger and the other transactions
contemplated by the merger agreement. The Board further
determined that the merger agreement, the merger and the
other transactions contemplated by the merger agreement are
in the best interests of Delta and its shareholders.
Accordingly, the Board unanimously recommends that Delta
shareholders vote (1) FOR the proposal to approve the merger
agreement, (2) FOR the proposal to approve, by a non-binding
advisory vote, the compensation that may be paid or become
payable to Deltas named executive officers in connection with
the merger, and (3) FOR the adjournment of the special
meeting proposal, if necessary, to solicit additional proxies
if there are not sufficient votes to approve the merger
agreement at the scheduled time of the special meeting.
the merger agreement, the merger and the other transactions
contemplated by the merger agreement. The Board further
determined that the merger agreement, the merger and the
other transactions contemplated by the merger agreement are
in the best interests of Delta and its shareholders.
Accordingly, the Board unanimously recommends that Delta
shareholders vote (1) FOR the proposal to approve the merger
agreement, (2) FOR the proposal to approve, by a non-binding
advisory vote, the compensation that may be paid or become
payable to Deltas named executive officers in connection with
the merger, and (3) FOR the adjournment of the special
meeting proposal, if necessary, to solicit additional proxies
if there are not sufficient votes to approve the merger
agreement at the scheduled time of the special meeting.
Litigation Relating to the Merger>>
As previously disclosed in Deltas definitive proxy
statement filed with the Securities and Exchange Commission
on April 27, 2017 (as amended or supplemented from time to
time, the proxy statement) and in Deltas Quarterly Report
statement filed with the Securities and Exchange Commission
on April 27, 2017 (as amended or supplemented from time to
time, the proxy statement) and in Deltas Quarterly Report
About DELTA NATURAL GAS COMPANY, INC. (NASDAQ:DGAS)
Delta Natural Gas Company, Inc. distributes or transports natural gas to approximately 36,000 customers. The Company’s segments include regulated segment and non-regulated segment. Through regulated segment, the Company distributes natural gas to its retail customers in approximately 23 rural counties. Its three service areas are Nicholasville, Corbin and Berea, Kentucky. The non-regulated segment includes the Company’s three subsidiaries, Delta Resources, Inc. and Delgasco, Inc. (Delgasco), which purchase natural gas in the open market, including natural gas from Kentucky producers, and Enpro, Inc. (Enpro), which produces natural gas that is sold to Delgasco for resale in the open market. The Company owns approximately 2,600 miles of natural gas gathering, transmission, distribution and storage lines. These lines range in size over 12 inches in diameter. It also holds leases for the storage of natural gas under approximately 8,000 acres located in Bell County, Kentucky. DELTA NATURAL GAS COMPANY, INC. (NASDAQ:DGAS) Recent Trading Information
DELTA NATURAL GAS COMPANY, INC. (NASDAQ:DGAS) closed its last trading session down -0.05 at 30.12 with 3,089 shares trading hands.
