Filing Details

SCHEDULE 13D

 

1. NAME OF REPORTING PERSON

 

Anita G. Zucker

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

3. SEC USE ONLY

 

4. SOURCE OF FUNDS

 

00, PF

 

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]

 

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

7. SOLE VOTING POWER

 

1,040,640

 

8. SHARED VOTING POWER

 

0

 

9. SOLE DISPOSITIVE POWER

 

1,040,640

 

10. SHARED DISPOSITIVE POWER

 

0

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,040,640

 

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions ) [ ]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9%

 

 

14. TYPE OF REPORTING PERSON (See Instructions) IN

 

 

 

 

Item 1. Security and Issuer

 

Common stock, $0.15 par value, of Gas Natural Inc., 1375 East 9^th Street, Suite 3100, Cleveland, OH 44114 (the "Issuer").

 

 

 

Item 2. Identity and Background

 

Anita G. Zucker is a natural person whose business address is c/o The InterTech Group, Inc., 4838 Jenkins Avenue, North Charleston, South Carolina 29405. Mrs. Zucker is the Trustee of The Article 6 Marital Trust (the "Trust"), under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007. Mrs. Zucker's principal occupation is as the Chairperson and chief executive officer of The InterTech Group, Inc., 4838 Jenkins Avenue, North Charleston, South Carolina 29405. Mrs. Zucker has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, state or federal securities laws or finding any violation with respect to such laws. Mrs. Zucker is a citizen of the State of South Carolina and the United States of America.

 

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

As more fully described in Item 4 hereof, FR Bison Holdings, Inc. ("Parent") has entered into a support agreement (the "Support Agreement") with the Reporting Person, individually and as Trustee for The Article 6 Marital Trust. The transactions contemplated by the Support Agreement are not expected to require the payment of any funds by the Reporting Person.

  

Item 4. Purpose of Transaction

 

On October 8, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, FR Bison Holdings, Inc., a Delaware corporation ("Parent") and FR Bison Merger Sub, Inc., an Ohio corporation ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Issuer (the "Merger"), on the terms and subject to the conditions set forth in the Merger Agreement. The Issuer will continue as the surviving corporation and a wholly-owned subsidiary of Parent, and Parent will pay to the shareholders of the Issuer for their shares the merger consideration in the amount of $13.10 per common share in cash, without interest (the "Merger Consideration"), in accordance with and subject to the terms of the Merger Agreement. Parent and Merger Sub are affiliates of First Reserve Energy Infrastructure Fund II, L.P. ("First Reserve") and were formed by First Reserve in order to acquire the Issuer.

In connection with the execution of the Merger Agreement, the Reporting Person entered into the Support Agreement with Parent pursuant to which the Reporting Person has agreed to vote in favor of the Merger and the approval of the Merger Agreement at every meeting of stockholders of the Issuer at which such matters are considered and at every adjournment or postponement thereof, subject to the limitations set forth in the Support Agreement. The obligations under the Support Agreement will terminate if, among other reasons, the Merger Agreement is terminated in accordance with its terms or the board of directors of the Issuer changes its recommendation in favor of approval of the Merger and the Merger Agreement.

On November 3, 2016, Alison D. "Sunny" Masters ("Masters"), a purported shareholder of the Issuer, filed a Verified Derivative and Class Action Complaint in the Court of Common Pleas for Cuyahoga County, Ohio against the Issuer, the Issuer's Board of Directors, Parent, Merger Sub, First Reserve, the Intertech Group, Inc., NIL Funding Corporation, and Mrs. Zucker (individually and as Trustee for the Article 6 Marital Trust). On November 17, 2016, Masters filed a First Amended Verified Derivative and Class Action Complaint ("Amended Complaint") in the Court of Common Pleas against the same defendants. As to Mrs. Zucker, the Amended Complaint alleges, inter alia, that Mrs. Zucker's entry into the Support Agreement required her to amend her Schedule 13D to attach the Support Agreement as an exhibit thereto. Mrs. Zucker believes that the allegations against her in the Amended Complaint are without merit.

Nothing in this Statement shall be deemed to constitute an admission by Mrs. Zucker that her initial Schedule 13D and previous amendments thereto were deficient in any manner, or that her entry into the Support Agreement constituted a material change to the facts set forth in those filings.

 

Item 5. Interest in Securities of the Issuer

 

 

 The information set forth in Item 3 and Item 4 is hereby incorporated by reference.

 

 

 

 

 

 

 

 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: December  6, 2016

 

 

 

 

 

 

 

 

 

 

 

Exhibit 2

Support Agreement

 

This Support Agreement (this "Agreement") is made and entered into as of October 10, 2016, by and between the undersigned stockholder ("Stockholder") of Gas Natural Inc., an Ohio corporation (the "Company"), and FR Bison Holdings, Inc., a Delaware corporation ("Parent").

 

WHEREAS, in connection with the execution of this Agreement, the Company, Parent and FR Bison Merger Sub, Inc., an Ohio and wholly-owned subsidiary of Parent ("Merger Sub"), have entered, or will enter, into that certain Agreement and Plan of Merger of even date herewith (the "Merger Agreement"), providing for, among other things, the merger (the "Merger") of Merger Sub and the Company pursuant to the terms and conditions of the Merger Agreement;

 

WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Parent has required that Stockholder execute and deliver this Agreement; and

 

WHEREAS, in order to induce Parent to enter into the Merger Agreement, Stockholder is willing to make certain representations, warranties, covenants and agreements with respect to the 1,040,640 shares of common stock, $0.15 par value, of the Company ("Company Common Stock") beneficially owned by Stockholder (the "Original Shares") and, together with any additional shares of Company Common Stock pursuant to Section 6 hereof, the "Shares".

 

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

 

For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

 

 

Stockholder represents and warrants to Parent that:

 

 

 

 

 

 

 

Stockholder agrees during the term of this Agreement to vote the Shares in favor of the Merger and the Merger Agreement, at every meeting of the stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof unless the Company Board or a duly authorized committee thereof has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger.

 

 

Stockholder agrees that Stockholder will not, and will not permit any entity under Stockholder's control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares other than agreements entered into with Parent.

 

 

Nothing in this Agreement shall prohibit Stockholder from, directly or indirectly, transferring, selling, offering, exchanging, assigning, pledging or otherwise disposing of or encumbering ("Transfer") any of the Shares or entering into any contract, option or other agreement with respect to a Transfer of any of the Shares or Stockholder's voting or economic interest therein.

 

 

Stockholder agrees that all shares of Company Common Stock that Stockholder purchases, acquires the right to vote or otherwise acquires beneficial ownership of after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.

 

 

This Agreement shall terminate upon the earliest to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) the written agreement of Stockholder and Parent to terminate this Agreement or (iv) the date on which the Merger Agreement is amended unless Stockholder has agreed in writing to the continuation of the obligations contained in this Agreement.

 

 

Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party's seeking or obtaining such equitable relief.

 

 

This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

 

 

All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written or electronic confirmation of receipt), (b) when sent by email (with written or electronic confirmation of transmission) or (c) one (1) business day following the day sent by an internationally recognized overnight courier (with written or electronic confirmation of receipt), in each case, at the following addresses and email addresses (or to such other address or email address as a Party may have specified by notice given to the other Party pursuant to this provision):

To Parent or Merger Sub:

c/o First Reserve Advisors LLC

One Lafayette Place

Greenwich, CT  06830

Attention:  Matthew S. Raben

Email:  mraben@firstreserve.com

with a copy (which shall not constitute notice) to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

To Stockholder:

Anita G. Zucker, Trustee of the Article 6 Marital Trust, Under The First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007

4838 Jenkins Avenue

North Charleston, SC  29405

with a copy (which shall not constitute notice) to:

The InterTech Group, Inc.

4838 Jenkins Avenue

North Charleston, SC 29405

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.