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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1995
REGISTRATION NO. 2-91523
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH CAROLINA NATURAL GAS CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 56-0646235
(State or other Jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
150 ROWAN STREET
FAYETTEVILLE, NC 28302
(910) 483-0315
(Address, including Zip Code, and telephone number,
including area code, of registrant's principal executive offices)
CALVIN B. WELLS, PRESIDENT
NORTH CAROLINA NATURAL GAS CORPORATION
150 ROWAN STREET
FAYETTEVILLE, NC 28302
(919) 483-0315
(Address, including Zip Code, and telephone number,
including area code, of agent for service)
COPIES TO:
ALFRED E. CLEVELAND, ESQ.
MCCOY, WEAVER, WIGGINS, CLEVELAND & RAPER
202 FAIRWAY DRIVE
POST OFFICE BOX 2129
FAYETTEVILLE, NORTH CAROLINA 28302
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AMENDMENT NUMBER 2 TO JUNE 27, 1984 PROSPECTUS OF
NORTH CAROLINA NATURAL GAS CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
432,253 SHARES
COMMON STOCK
(PAR VALUE $2.50 PER SHARE)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS AMENDMENT NUMBER 2 (THE "AMENDMENT") TO THE PROSPECTUS OF NORTH
CAROLINA NATURAL GAS CORPORATION (THE "COMPANY") DATED JUNE 27, 1984, AS AMENDED
BY AMENDMENT NUMBER 1, DATED APRIL 27, 1990, AMENDS CERTAIN INFORMATION IN THE
PROSPECTUS AND PROVIDES ADDITIONAL INFORMATION WITH RESPECT TO THE COMPANY AND
THE COMPANY'S DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN (THE "PLAN"). THE
PLAN PROVIDES HOLDERS OF THE COMPANY'S COMMON STOCK WITH THE OPPORTUNITY TO
PURCHASE ADDITIONAL SHARES OF COMMON STOCK WITHOUT PAYMENT OF ANY BROKERAGE
COMMISSION OR SERVICE CHARGE AND, WHEN PURCHASED WITH REINVESTED DIVIDENDS, AT A
FIVE (5%) PERCENT DISCOUNT FROM MARKET VALUE, DETERMINED AS PROVIDED IN THE
PLAN. ANY HOLDER OF RECORD OF SHARES OF COMMON STOCK IN THE COMPANY OR ANY
HOLDER OF SHARES HELD BY A BROKER OR A BROKER'S CUSTODIAN, I.E., IN "STREET
NAME" IS ELIGIBLE TO PARTICIPATE IN THE PLAN.
PARTICIPANTS IN THE PLAN MAY CHOOSE:
(BULLET) FULL DIVIDEND REINVESTMENT
TO REINVEST DIVIDENDS ON ALL SHARES REGISTERED IN THE SHAREHOLDER'S NAME,
HELD IN STREET NAME FOR THE BENEFIT OF A SHAREHOLDER, HELD FOR SUCH
SHAREHOLDER'S ACCOUNT IN THE PLAN AND ALSO TO MAKE OPTIONAL CASH PURCHASES.
(BULLET) PARTIAL DIVIDEND REINVESTMENT
TO REINVEST DIVIDENDS ON A SPECIFIC PERCENTAGE OF THE SHARES REGISTERED IN
SUCH SHAREHOLDER'S NAME OR HELD IN STREET NAME FOR THE BENEFIT OF SUCH
SHAREHOLDERS AND ALSO TO MAKE OPTIONAL CASH PURCHASES.
(BULLET) OPTIONAL CASH PURCHASES ONLY
TO MAKE ONLY OPTIONAL CASH PAYMENTS TO THE PLAN OF A MINIMUM OF $100 AND A
MAXIMUM OF $3,000 PER MONTH BUT NOT TO REINVEST DIVIDENDS.
A SHAREHOLDER WHO WISHES TO PARTICIPATE IN THE PLAN MAY BECOME A
PARTICIPANT BY COMPLETING THE ENCLOSED SHAREHOLDER AUTHORIZATION CARD AND
RETURNING IT TO WACHOVIA BANK OF NORTH CAROLINA, N.A. (THE "BANK"). SHAREHOLDERS
WHO CURRENTLY PARTICIPATE BY HAVING CASH DIVIDENDS ON THEIR SHARES AUTOMATICALLY
REINVESTED ALSO MAY PARTICIPATE BY MAKING THE OPTIONAL CASH PAYMENTS.
SHAREHOLDERS WHO DO NOT WISH TO PARTICIPATE IN THE PLAN NEED DO NOTHING AND WILL
CONTINUE TO RECEIVE THEIR CASH DIVIDENDS, IF AND WHEN DECLARED, AS USUAL.
THE ORGANIZATION OF THIS AMENDMENT TRACKS THAT OF THE PROSPECTUS. TO THE
EXTENT POSSIBLE, THE AMENDMENTS AND ADDITIONS CONTAINED HEREIN ARE SET FORTH
UNDER HEADINGS IDENTICAL TO, AND IN THE SAME ORDER AS, THOSE SECTIONS OF THE
PROSPECTUS TO WHICH THEY PERTAIN. IN ADDITION, THOSE SECTIONS OF THE PROSPECTUS
NOT SPECIFICALLY AMENDED OR ALTERED ARE SET OUT IN FULL IN THE AMENDMENT AND
CONTINUE IN FULL FORCE AND EFFECT.
PLAN PARTICIPANTS SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
AMENDMENT, WHICH SUPERSEDES THAT CONTAINED IN THE PROSPECTUS.
THE AMENDED PROSPECTUS RELATES TO 600,000 AUTHORIZED SHARES OF COMMON STOCK
(AS ADJUSTED TO REFLECT A 2 FOR 1 STOCK SPLIT ON MARCH 16, 1987 AND A 3 FOR 2
STOCK SPLIT ON OCTOBER 30, 1992) REGISTERED FOR SALE UNDER THE PLAN, OF WHICH
432,253 SHARES REMAIN UNISSUED AS OF NOVEMBER 20, 1995. THIS AMENDMENT IS BEING
PROVIDED TO CURRENT AND PROSPECTIVE PARTICIPANTS IN THE PLAN. THE PLAN PROVIDES
THAT THE OPTIONS OF PARTICIPANTS MAY BE AMENDED UPON 20 DAYS NOTICE TO
PARTICIPANTS. THE RIGHT TO HAVE SHARES HELD IN STREET NAME FOR YOUR BENEFIT TO
PARTICIPATE IN THE PLAN AND TO MAKE OPTIONAL CASH PAYMENTS DESCRIBED HEREIN THUS
WILL BE EFFECTIVE TWENTY DAYS FROM THE DATE HEREOF. THE SHAREHOLDER IS
RESPONSIBLE FOR MAKING THE NECESSARY ARRANGEMENTS WITH THEIR BROKER FOR ANY
SHARES HELD IN STREET NAME. IT IS SUGGESTED THAT THIS AMENDMENT BE RETAINED FOR
FUTURE REFERENCE.
THE DATE OF THIS AMENDMENT TO THE PROSPECTUS IS NOVEMBER 20, 1995.
<PAGE>
FOREWORD
This Amendment to the Prospectus is prepared and distributed by North
Carolina Natural Gas Corporation (the "Company"), the issuer of the securities
offered hereby, and is part of the Post-Effective Amendment No. 2 to the
Registration Statement covering 600,000 shares (as adjusted to reflect a 2 for 1
stock split on March 16, 1987 and a 3 for 2 stock split October 30, 1992) of the
Company's common stock, $2.50 par value, reserved for issuance under the North
Carolina Natural Gas Corporation Dividend Reinvestment and Stock Purchase Plan
(the "Plan").
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the offices of the Commission at First Floor, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C.; Room 1204, Everett McKinley
Dirksen Building, 219 South Dearborn Street, Chicago, Illinois; Room 1102, 26
Federal Plaza, New York, New York; and Suite 1710, 10960 Wilshire Blvd., Los
Angeles, California; and such reports and other information can be inspected at
the office of the Commission at Suite 788, 1375 Peachtree Street, N.E., Atlanta,
Georgia. Copies of this material can also be obtained at prescribed rates from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549.
MATERIAL INCORPORATED BY REFERENCE
Pursuant to the requirements of federal securities laws, the Company files
with the Securities and Exchange Commission and distributes to its shareholders
copies of its annual report and proxy statements. This Amendment does not
contain all the information set forth in the Registration Statement and Exhibits
thereto or the Post-Effective Amendment No. 2 to the Registration Statement
which the Company has filed with the Commission with respect to the securities
being offered and to which reference is hereby made. Certain other materials are
filed with the Securities and Exchange Commission. To the extent that such
documents are incorporated by reference in this Amendment, the Company hereby
undertakes to provide without charge to each person to whom this Amendment is
delivered, upon written or oral request of such person, a copy of any and all of
the information that is incorporated by reference in the Registration Statement
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates). Such a written or
oral request should be directed to Calvin B. Wells, President, North Carolina
Natural Gas Corporation, Post Office Box 909, Fayetteville, North Carolina
28302, telephone number (910) 483-0315.
THE COMPANY
North Carolina Natural Gas Corporation was organized under the laws of the
State of Delaware in 1955. Its principal executive offices are located at 150
Rowan Street, Fayetteville, North Carolina 28302, and its telephone number is
(910) 483-0315.
The Company's principal business is the distribution of natural gas under
regulated rates to consumers in North Carolina. The Company also sells and
promotes the sale of gas appliances in connection with its natural gas
distribution business and sells propane and associated products. NCNG
Exploration Corporation (NCNGE) and Cape Fear Energy Corporation (Cape Fear),
both subsidiaries of the Company were formed for the purpose of exploring for
and producing natural gas, oil and other minerals, however, substantially all of
these properties
2
<PAGE>
have been sold. Both NCNGE and Cape Fear now purchase natural gas for sale to
others including certain of the Company's customers. Another wholly owned
subsidiary, NCNG Energy Corporation, holds investments and engages in other
activities related to the natural gas business.
DESCRIPTION OF THE PLAN
The Plan was originally approved by resolution of the Company's Board of
Directors on March 27, 1984. The issuance of shares of common stock under the
Plan was approved by the North Carolina Utilities Commission on June 1, 1984. On
September 21, 1995, the Board of Directors adopted amendments to the Plan which
relate to optional cash payments to purchase additional shares of common stock,
and which provide for reinvestment of dividends on shares held in street name by
a broker. The minimum and maximum optional cash purchases were changed to a
minimum of $100 and a maximum of $3,000 per month. Such amendments are
incorporated in this Amendment to the Prospectus. Pursuant to the terms of the
Plan, the amendments thereto will be effective twenty days from the date this
notice is mailed to Participants. The following is a question and answer
statement explaining the provisions of the Plan and how a shareholder may
purchase additional shares thereunder. The material features of the Plan are
described by the following 25 numbered questions and answers.
1. WHAT IS THE PLAN?
The Plan provides that holders of the Company's Common Stock ("Common
Stock") can invest all or a part of their cash dividends automatically or make
optional cash payments, or both, to purchase additional shares of Common Stock.
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE ITS ADVANTAGES?
The Plan offers a convenient and economical way for holders of Common Stock
to increase their ownership of shares of the Company's Common Stock.
Participants in the Plan may (a) have cash dividends on all or part of their
shares of Common Stock (registered in their names or in street name)
automatically reinvested or (b) continue to receive their cash dividends and
invest by making optional cash payments of $100 minimum to $3,000 maximum per
month or (c) invest both their cash dividends and such optional cash payments. A
five (5%) percent discount from market value (determined as provided in the
answer to Question 9) is allowed on shares purchased with reinvested dividends.
Participants in the Plan pay no brokerage commissions or service charges for
purchases made under the Plan. Full investment of funds is possible under the
Plan because the Plan permits fractions of shares, as well as full shares, to be
credited to a Participant's account. Participants will be credited with
dividends on full and fractions of shares held under the Plan. All Plan share
dividends will be automatically reinvested.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Common Stock are eligible to participate
in the Plan. In order to participate, beneficial owners of shares of stock that
are registered in names other than their own must arrange for their broker to
join the Plan and file the appropriate documentation required by the Bank at the
address in Paragraph 7 below.
4. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder or broker may become a Participant in the Plan by
signing an Authorization Card and returning it to Wachovia Bank of North
Carolina, N.A. (the "Bank"), Corporate Trust Department, Dividend Reinvestment
Section, Post Office Box 3001, Winston-Salem, North Carolina 27102-3001.
Shareholders who currently participate by having cash dividends automatically
reinvested also may participate by making optional
3
<PAGE>
cash payments. Authorization Cards may be obtained at any time by written
request to the Bank or North Carolina Natural Gas Corporation, Post Office Box
909, Fayetteville, North Carolina 28302.
5. WHO IS THE STOCK TRANSFER AGENT AND REGISTRAR?
Wachovia Bank of North Carolina, N.A. is the Stock Transfer Agent and
Registrar. All physical changes in registration of shares owned or shares
transferred between parties are made by Wachovia Bank of North Carolina, N.A.
and requests therefor should be sent to the bank address as follows:
Wachovia Bank of North Carolina, N.A.
Corporate Trust Department
Post Office Box 3001
Winston-Salem, NC 27102-3001.
6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
An eligible shareholder may join the Plan at any time except the right to
have street name shares held for your benefit to participate in the Plan and to
make optional cash payments will be effective twenty (20) days from the date of
this Amended Prospectus. If an Authorization Card is received by the Bank at
least five (5) business days before the record date established for payment of a
particular dividend, then the dividend and any optional cash payment received
not less than five (5) business days prior to the fifteenth (15th) day of a
month (The Cash Payment Date), or both (See Questions 15a, 15b and 15c), will be
used to purchase additional shares of Common Stock for the Shareholder. If an
Authorization Card is received less than five (5) business days before the
record date established for a particular dividend, the reinvestment of dividends
under the Plan will begin with the next succeeding dividend. Further, any
optional cash payment received by the Bank less than five (5) business days
prior to the Cash Payment Date will be used to purchase additional shares of
Common Stock on the Cash Payment Date of the following month.
The Company's quarterly dividend dates ordinarily have occurred on or about
the fifteenth (15th) day of March, June, September, and December of each year.
Dividend record dates for determining shareholders normally precede dividend
payment dates by approximately two (2) weeks. All of the foregoing dates and the
payment of dividends are subject to change, however, and should not be relied
upon as a future schedule.
ADMINISTRATION
7. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Bank administers the Plan as agent for Participants, keeps a continuing
record of their Plan accounts, sends statements of account to Participants
following any month in which there is an investment transaction and performs
other duties relating to the Plan. Shares of Common Stock purchased under the
Plan will be registered in the name of the nominee of the Bank, as agent for
Participants in the Plan. Participants should notify the Bank promptly in
writing of any change of address. Should the Bank resign, or be asked to resign,
another agent will be asked to serve. All communications regarding the Plan
should be sent to the Bank addressed as follows:
Wachovia Bank of North Carolina, N.A.
Corporate Trust Department
Dividend Reinvestment Section
Post Office Box 3001
Winston-Salem, NC 27102-3001.
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COSTS
8. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES MADE
UNDER THE PLAN?
All administration costs of the Plan will be paid by the Company.
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan.
PURCHASES
9. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED?
The purchase price of shares of Common Stock purchased with the proceeds of
dividend payments will be 95% of the weighted average price of the Company's
Common Stock during an Investment Period. The purchase price of shares of Common
Stock purchased with optional cash payments will be 100% of the weighted average
price of the Company's Common Stock during an Investment Period. An Investment
Period with respect to shares purchased with the reinvestment of dividends shall
be the five (5) trading day period immediately preceding the dividend payment
date. An Investment Period with respect to shares purchased with optional cash
payments shall be the five (5) trading day period immediately preceding the Cash
Payment Date. The weighted average price of the Common Stock will be based on
the closing prices of the Common Stock as published in the New York Stock
Exchange Composite Transactions of the Wall Street Journal.
10. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Cash dividends and optional cash payments received by the date specified in
the answer to Question 6 above will be applied to the purchase of additional
shares of Common Stock during the Investment Periods as defined in Question 9.
The Bank will make every reasonable effort to reinvest all dividends and invest
all optional cash payments received by the required dates promptly after receipt
of dividend proceeds or timely optional cash payments as set forth herein.
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the amount to be
invested divided by the applicable purchase price. The number of shares
purchased cannot be determined until the day of purchase since the purchase
price is not determinable before that day.
12. CAN A PARTICIPANT CHANGE THE METHOD OF PARTICIPATION?
Yes. A Participant may change the method of participation, (i.e., dividends
fully reinvested or dividends partially reinvested or optional cash payments
only, by signing a new Authorization Card and returning it to the Bank). Any
change with respect to reinvestment of dividends must be received by the Bank at
least five (5) business days before the record date for the dividend as to which
it is to be effective.
13. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan on behalf of a Participant will not be issued in a
Participant's name. Certificates for any number of whole shares credited to a
Participant's account under the Plan will be issued in the Participant's name
without charge upon receipt by the Bank of a written request therefor from the
Participant provided that any request for issuance of certificates received by
the Bank later than five (5) business days prior to a dividend record date will
not be effective until after the dividend is reinvested under the Plan.
Certificates representing fractional share interests will not be issued under
any circumstances. (See Question 18 below concerning payments for fractional
share interests.)
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REPORTS TO PARTICIPANTS
14. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each purchase made under the Plan on behalf of
a Participant, such Participant will receive a statement of his or her account,
which will include information regarding the number of shares purchased,
purchase price of shares purchased and other information regarding the status of
the Participant's account as of the date of such statement. Such statement will
be sent monthly for each month there is any activity in a Participant's account.
DIVIDENDS AND OPTIONAL CASH PAYMENTS
15(a). WILL DIVIDENDS BE PAID ON SHARES HELD IN PARTICIPANT'S ACCOUNT UNDER THE
PLAN?
Yes. Dividends will be paid on full shares of Common Stock and fractional
shares held in such accounts on the record dates for such dividends. Such
dividends will automatically be reinvested in additional shares of Common Stock
for those shareholders who have elected to participate in the Plan's dividend
reinvestment feature. Provisions applicable to foreign holders are set forth in
Question 25. You may have cash dividends on a specific percentage of your shares
automatically reinvested, whether registered in your name or that of a broker,
while continuing to receive cash dividends on the other shares. If shares are
held in street name by your broker for your benefit, you must make arrangements
with the broker to have such broker file any appropriate documentation required
by Wachovia Bank of North Carolina, N.A. by contacting the Bank at the address
shown in paragraph 5 above.
15(b). HOW ARE OPTIONAL CASH PAYMENTS MADE?
Only one cash payment may be made in each month and such payment may not be
less than $100 nor more than $3,000. Checks should be made payable to Wachovia
Bank of North Carolina, N.A.
An optional cash payment may be made by a first time Participant when
enrolling in the Plan by enclosing a check with the Authorization Card. (See
answer to Question 6.) A current Participant, who wishes to purchase stock by an
optional cash payment on the Cash Payment Date i.e. the fifteenth (15th) day of
the month following twenty (20) days from the date of this Amendment to
Prospectus, may do so by writing his/her Plan account number on his/her check
and sending the check to the Bank for receipt by the required date. Thereafter,
this type of investment by any Participant may be made only through the use of
stock purchase forms sent to Participants by the Company as an attachment to
their monthly statements. The same amount of money need not be sent each month
and there is no obligation to make an optional cash payment each month. If the
"optional cash payment only" box on the Authorization Card is checked, the
Company will continue to pay cash dividends to the Participant on shares
registered in his/her name in the usual manner but will apply any optional cash
payment received to the purchase of additional shares of Common Stock under the
Plan for the account of such Participant.
15(c). WHEN WILL OPTIONAL CASH PAYMENTS RECEIVED BY THE BANK BE INVESTED?
Optional cash payments of Participants received at least 5 business days
prior to the fifteenth day of the month will be applied to the purchase of
shares as noted in question 9 above. NO INTEREST WILL BE PAID BY THE COMPANY OR
BANK ON CASH PAYMENTS RECEIVED AND IT IS SUGGESTED THAT PARTICIPANTS MAY
THEREFORE WISH TO SCHEDULE TRANSMITTAL OF UNINVESTED OPTIONAL CASH PAYMENTS TO
ALLOW THE BANK TO RECEIVE AN OPTIONAL CASH PAYMENT AT LEAST 5 BUSINESS DAYS
PRIOR TO THE FIFTEENTH DAY OF THE MONTH. If a Participant determines that he/she
does not want a previously sent optional cash payment to be invested, the
Participant may obtain a refund of his/her optional cash payment upon written
request to the Bank received by the Bank not less than two (2) business days
prior to the Cash Payment Date when such optional cash payment would otherwise
be applied to the purchase of Common Stock.
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WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
16. HOW MAY A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
A Participant may withdraw all or any portion of the full shares of Common
Stock held in the Participant's account under the Plan by notifying the Bank in
writing to that effect. A certificate for the number of full shares so withdrawn
will be issued in the name of and mailed to the Participant by the Bank. In no
case will certificates for fractional shares be issued. (See Question 18 below
concerning payments for fractional share interests.) Any notice of withdrawal
received by the Bank after the record date for a particular dividend will not be
effective until after the dividend is reinvested under the Plan.
TERMINATION OF PARTICIPATION
17. HOW MAY PARTICIPATION IN THE PLAN BE TERMINATED?
A Participant may terminate participation in the Plan at any time by
notifying the Bank in writing to that effect; provided that any notice of
termination received by the Bank later than five (5) business days prior to a
dividend record date will not be effective until after such dividend is
reinvested. Any such termination should be sent to the Bank. (See answer to
Question 7 above for address.) The Company may also terminate a Participant's
participation in the Plan by giving written notice to that effect to such
Participant at any time; provided that if such notice is given later than five
(5) business days prior to a dividend record date, such termination shall not be
effective until after such dividend is reinvested.
Shareholders who are participants at the time this Amendment is filed and
who desire to terminate their participation as to dividend reinvestment, but
continue participation through optional cash payments, should follow the
procedure set forth above as to termination but designate that the termination
is effective to dividend reinvestment only and return a new Authorization Card
with the "Optional Cash Payments Only" box checked.
If a Participant no longer has any shares of Common Stock registered in
his/her name on the shareholder records of the Company or held in street name by
a broker for such Participant's Benefit and no full shares are held in his/her
account under the Plan, such Participant's participation in the Plan may be
terminated.
18. WHAT HAPPENS TO THE FULL SHARES AND ANY FRACTIONAL SHARE INTEREST IN A
PARTICIPANT'S ACCOUNT WHEN A PARTICIPANT'S PARTICIPATION IN THE PLAN IS
TERMINATED?
When a Participant withdraws from the Plan, or upon termination of the Plan
by the Company, a Participant has two options for receiving the proceeds of his
or her Plan account. A withdrawing Participant may request that certificates for
whole shares credited to his or her Plan account be issued in the name of and
mailed to the Participant, in which case a cash payment to the Participant will
be made for any fraction of a share. Alternatively, a Participant may request
that all of the shares, both whole and fractional, credited to his or her Plan
account be sold, in which case the sale of all whole shares will be made on
behalf of the Participant by the Bank and the withdrawing Participant will
receive the proceeds of the sale less brokerage commission and other costs of
sale. When a Participant elects this second option, a cash payment representing
the proceeds from the sale of any fraction of a share will be made to the
Participant. This cash payment will be based on the per share price received in
the aforesaid sale of the whole shares of Common Stock.
OTHER INFORMATION
19. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL SHARES REGISTERED IN THE
PARTICIPANT'S NAME ARE TRANSFERRED OR SOLD?
If a Participant disposes of all shares of Common Stock registered in the
Participant's name on the shareholder records of the Company or in street name
by a broker without terminating participation in the Plan, the
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Company will continue to reinvest dividends payable on the shares of Common
Stock held in the Participant's Plan account until such time as the
Participant's participation in the Plan is terminated.
20. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, ISSUES A
STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any Common Stock dividend or split issued by the Company will be credited
to the accounts of Participants based on the number of shares (including
fractional share interests) held in such accounts on the record date for such
dividend or split. In the event the Company makes available to holders of Common
Stock rights or warrants to purchase additional shares of Common Stock or other
securities, the Bank will sell all rights received by it as custodian for
Participants' shares of Common Stock and will invest the resultant funds in
Common Stock with the next regular dividend or on the tenth business day of the
following month, whichever is earlier.
Accordingly, if a Participant wishes to exercise any such rights or
warrants, he/she must, prior to the record date for the rights offering, make
written request that certificates for shares in his/her Plan account be issued
to him/her so that such rights or warrants may be received directly.
21. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF SHAREHOLDERS?
If, on the record date for a meeting of shareholders, there are any whole
shares credited to a Participant's account under the Plan, such whole shares
will be added to the shares registered in the Participant's name on the
shareholder records of the Company and the Participant will receive one proxy
covering the total of such shares, which proxy will be voted as the Participant
directs or, if a Participant so elects, the Participant may vote all of such
shares in person at the shareholders' meeting. If a Participant does not return
a signed proxy to the Bank, the Bank will not vote such shares of Common Stock.
If shares are held in the name of a broker, the broker should send the
shareholder a proxy for voting the such shares.
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
The Internal Revenue Service has ruled on plans similar to the Company
Plan, which provide for purchases of stock at a discount, that a Participant in
the Plan will be treated for federal income tax purposes as having received, on
the dividend payment date, a dividend in an amount equal to the fair market
value of shares acquired with reinvested dividends. This fair market value
ordinarily will be based on 100% of the mean between the bid and asked prices
for the shares on the dividend payment date and not on the discounted price at
which such shares may be credited to a Participant's account under the Plan.
(See Question 9 above.)
Shares acquired with reinvested dividends will have a tax basis equal to
the amount paid for the shares plus the five (5%) percent discount. Shares
acquired with optional cash payments will have a tax basis equal to the amount
of the optional cash payment. AS TAX LAWS AND REGULATIONS CHANGE, THE FOREGOING
IS ONLY A GENERAL OUTLINE OF THE COMPANY'S UNDERSTANDING OF SOME OF THE
APPLICABLE FEDERAL INCOME TAX PROVISIONS, PARTICIPANTS SHOULD CONSULT WITH THEIR
TAX ADVISORS PRIOR TO BUYING OR SELLING COMMON STOCK OF THE COMPANY UNDER THE
PLAN.
23. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE BANK UNDER THE PLAN?
The Company and the Bank will not be liable for any act done in good faith
or for any good faith omission to act, including, without limitation, any claim
or liability arising out of failure to terminate a Participant's account upon
such Participant's death, nor shall it have any duties, responsibilities or
liabilities except such as are expressly set forth in the Plan.
Participants should recognize that the Company cannot provide any assurance
of profit or protection against loss on any shares purchased under the Plan.
8
<PAGE>
24. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to modify, suspend or terminate the Plan at
any time. Participants will be notified of any such modification, suspension or
termination.
25. WHAT PROVISION IS MADE FOR DOMESTIC AND FOREIGN SHAREHOLDERS WHOSE DIVIDENDS
ARE SUBJECT TO INCOME TAX WITHHOLDING?
In the case of those domestic and foreign holders of Common Stock whose
dividends are subject to United States income tax withholding but whose
participation in the Plan includes dividend reinvestment, the Company will apply
an amount equal to the dividends less the amount of tax required to be withheld
to the purchase of shares of Common Stock. The monthly statements confirming
purchases made for such domestic and foreign Participants will indicate the
amount of tax withheld.
Foreign and domestic shareholders who are subject to such withholding and
who check the "optional cash payment only" box on the Authorization Form will
continue to receive cash dividends on shares registered in their names in the
same manner as if they were not participating in the Plan. Optional cash
payments received from them must be in United States dollars and will be
invested in the same manner as payments from other Participants.
USE OF PROCEEDS
The proceeds from the sales of shares of Common Stock pursuant to the Plan
are expected to be used for the purpose of financing the construction of
additions to the Company's facilities and for general corporate purposes. The
Company has no basis for estimating the number of shares of Common Stock that
ultimately will be sold pursuant to the Plan or the prices at which such shares
will be sold.
LEGAL OPINIONS
Legal matters in connection with the shares of Common Stock offered hereby
have been passed upon for the Company by McCoy, Weaver, Wiggins, Cleveland and
Raper, 202 Fairway Drive, Post Office Box 2129, Fayetteville, North Carolina
28302.
EXPERTS
The financial statements and the schedules included in the Company's annual
report on Form 10-K for the year ended September 30, 1994, which are
incorporated herein by reference, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto and are included or incorporated herein in reliance upon the authority
of said firm as experts in accounting and auditing in giving said reports.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company has previously filed the following documents with the
Securities and Exchange Commission and incorporates them herein by reference:
1. The Company's annual report on Form 10-K for the year September 30,
1994, filed pursuant to Section 13 of the Securities Exchange Act of
1934 (the "1934 Act") (File No. 0-82).
2. The Company's quarterly report on Form 10-Q for the quarters ended
December 31, 1994, March 31, 1995 and June 30, 1995, filed pursuant to
the 1934 Act. (File No. 0-82)
9
<PAGE>
3. The Company's definitive proxy statement dated December 5, 1994, filed
pursuant to Section 14 of the 1934 Act in connection with its Annual
Meeting of Shareholders held on January 10, 1995. (File No. 0-82)
4. The description of the Company's Common Stock contained in the Company's
prospectus dated October 7, 1958 (Registration No. 2-14282) filed under
the Securities Act of 1933.
5. The description of the Company's Common Stock contained in the Company's
prospectus dated February 4, 1993 (Registration No. 33-55864) filed
under the Securities Act of 1933.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act, after the date of this Amendment to the Prospectus
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Amendment to the Prospectus and to be a part hereof from the
date of filing of such documents.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Charter of the Company contains provisions which require the Company to
indemnify current or former directors and officers against claims and
liabilities, including reasonable costs of defense attendant thereto, imposed
upon such persons by reason of his or her status as a director or officer of the
Company unless such claims, liabilities and expenses are attributable to the
negligence or misconduct of such director or officer. The Delaware Business
Corporation Law contains provisions which mandate in some instances and permit
in other instances such indemnification.
The Company has an insurance policy covering its directors and officers
against certain personal liability which may include liabilities under the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
10
<PAGE>
<TABLE>
<S> <C>
</TABLE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS AMENDMENT TO
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS AMENDMENT TO
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES, OR AN OFFERING OF THOSE TO WHICH IT RELATES TO ANY PERSON IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE
DELIVERY OF THIS PROSPECTUS, AS AMENDED, NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Foreword....................................... 2
Available Information.......................... 2
Material Incorporated by Reference............. 2
The Company.................................... 2
Description of the Plan........................ 3
Participation................................ 3
Administration............................... 4
Costs........................................ 5
Purchases.................................... 5
Reports to Participants...................... 6
Dividends and Optional Cash Payments......... 6
Withdrawal of Shares......................... 7
Termination of Participation................. 7
Other Information.............................. 7
Use of Proceeds................................ 9
Legal Opinions................................. 9
Experts........................................ 9
Incorporation of Certain Documents by
Reference.................................... 9
Indemnification of Officers and Directors...... 10
</TABLE>
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
432,253 SHARES
COMMON STOCK
($2.50 PAR VALUE)
AMENDMENT
TO
PROSPECTUS
NORTH CAROLINA
NATURAL GAS CORPORATION
<TABLE>
<S> <C>
</TABLE>
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the Company in connection with the
issuance and distribution of the shares registered are the following:
<TABLE>
<S> <C>
Registration fee........................................................................... $ 0
Printing and postage....................................................................... 6,000
Accounting................................................................................. 0
Legal fees................................................................................. 4,500
Miscellaneous.............................................................................. 350
$ 10,850
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Company include the following provisions:
"The Corporation shall, to the extent legally permissible, indemnify each
of its directors and officers against all liabilities (including expenses)
imposed upon or reasonably incurred by him in connection with any action, suit
or other proceeding in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his acts or omissions as
such director or officer, subsequent to the date of the adoption of this By-Law,
unless in such proceeding he shall be finally adjudged liable by reason of
dereliction in the performance of his duty as such director or officer;
provided, however, that such indemnification shall not cover liabilities in
connection with any matter which shall be disposed of through a compromise
payment by such director or officer, pursuant to a consent decree or otherwise,
unless such compromise shall be approved as in the best interest of the
Corporation, after notice that it involves such indemnification, (a) by a vote
of the Board of Directors in which no interested director participates, or (b)
by a vote or the written approval of the holders of a majority of the
outstanding stock at the time having the right to vote for directors, not
counting as outstanding any stock owned by any interested director or officer.
The rights of indemnification hereby provided shall not be exclusive of or
affect other rights to which any Director or Officer may be entitled. As used in
this paragraph, the terms "director" and "officer" include their respective
heirs, executors and administrators, and an "interested" director or officer is
one against whom as such the proceeding in question or another proceeding on the
same or similar grounds is then pending."
In addition the Company maintains directors' and officers' liability and
corporation reimbursement insurance for the benefit of the Company and its
directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against policy as expressed in the Act and
is, therefore, unenforceable.
ITEM 16. EXHIBITS.
The following documents are filed as a part of this Form S-3.
<TABLE>
<CAPTION>
EXHIBIT NUMBER
<C> <S> <C>
23 -- Consent of Independent Public Accountants.
99(a) -- Copy of the Company's Dividend Reinvestment and Stock Purchase Plan, as amended on September 21, 1995.
99(b) -- Dividend Reinvestment and Stock Purchase Authorization Card, as revised.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to Registration Statement No. 2-91523 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Fayetteville, and
State of North Carolina, on the 20th day of November, 1995.
NORTH CAROLINA NATURAL GAS CORPORATION
By:
CALVIN B. WELLS, PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
(Signature appears here) Chairman and President (Principal November 20, 1995
CALVIN B. WELLS Executive Officer)
(Signature appears here) Senior Vice President and Treasurer November 20, 1995
GERALD A. TEELE (Principal Financial Officer and
Principal Accounting Officer)
(Signature appears here)
GEORGE T. CLARK, JR. Director November 20, 1995
(Signature appears here)
PAUL A. DELACOURT Director November 20, 1995
(Signature appears here)
C. FELIX HARVEY Director November 20, 1995
(Signature appears here)
JAMES E. S. HYNES Director November 20, 1995
(Signature appears here)
ROBERT T. JOHNSON Director November 20, 1995
(Signature appears here)
HECTOR MACLEAN Director November 20, 1995
WILLIAM H. PRESTAGE Director November 20, 1995
(Signature appears here)
RICHARD F. WAID Director November 20, 1995
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
The following documents are filed as a part of this Post-Effective
Amendment to Form S-3.
<TABLE>
<CAPTION>
EXHIBIT NUMBER
<C> <S> <C>
23 -- Consent of Independent Public Accountants.
99(a) -- Copy of the Company's Dividend Reinvestment and Stock Purchase Plan, as amended on September 21, 1995.
99(b) -- Dividend Reinvestment and Stock Purchase Authorization Card, as revised.
</TABLE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 9, 1994
included in NORTH CAROLINA NATURAL GAS CORPORATION'S Form 10-K for the year
ended September 30, 1994 and to all references to our Firm included in this
registration statement.
(Arthur Andersen LLP signature appears here)
Atlanta, Georgia
November 17, 1995
EXHIBIT 99(a)
PLAN I
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(Direct Purchase Plan)
As Amended, September 21, 1995
for
Holders of the $2.50 Par Value Common Stock
Stock of North Carolina Natural Gas Corporation
The purpose of this Dividend Reinvestment Stock Purchase Plan ("Plan")
of WACHOVIA BANK & TRUST COMPANY, N.A. ("Bank") is to provide the holders of
record of the $2.50 par value common stock ("Participating Stock") of NORTH
CAROLINA NATURAL GAS CORPORATION ("Corporation") with a simple and convenient
method of investing cash dividends or optional cash payments, or both, in shares
of the $2.50 par value common stock ("Designated Stock") of the Corporation
without payment of any brokerage commission. Since the shares of Designated
Stock will be purchased directly from the Corporation, the Corporation will
receive additional funds to be used for financing the construction of additions
to the Company's facilities and for general corporate purposes. The Plan is set
forth in the following terms
<PAGE>
and conditions:
1. All holders of record of Participating Stock are eligible to
participate in the Plan. Beneficial owners of Participating Stock whose shares
are held for them in registered names other than their own, such as in the names
of brokers, bank nominees or trustees, should, if they wish to participate in
the Plan, either arrange for the holder of record to join the Plan or have
the shares they wish to participate in the Plan transferred to their own
names so that they will become holders of Participating Stock.
2. Any holder of record of Participating Stock may elect to become a
Participant in the Plan ("Participant") by returning to the Bank a properly
completed Authorization Card. The completed Authorization Card appoints
the Bank as agent for the Participant and
a. authorizes the Corporation to pay to the Bank for the
Participant's account all cash dividends payable on the Participating
Stock which the Participant has enrolled in the plan;
b. authorizes the Bank as agent to retain for credit to
Participant's account any cash dividends and any shares of Designated
Stock distributed as a non-cash dividend or otherwise on the shares of
Designated Stock purchased pursuant to the Plan ("Plan
2
<PAGE>
Shares") and credited to Participant's account and to distribute to
the Participant any other non-cash dividend paid on such Plan Shares;
and
c. authorizes the Bank as agent to apply such cash dividends
and/or optional cash payments made by the Participant pursuant to
Paragraph 4 of the Plan, as amended, to the purchase of shares of
Designated Stock in accordance with the terms and conditions of the
Plan; and
3. After receipt of the properly completed Authorization Card, the Bank
will open an account under the Plan as agent for the Participant and will credit
to such account
a. all cash dividends received by the Bank from the
Corporation on shares of Participating Stock enrolled in the Plan by
the Participant, commencing with the first such dividends paid after
receipt of the Authorization Card by the Bank, provided that the
Authorization Card is received at least 5 trading days prior to the
record date of the dividend;
b. all full or fractional Plan Shares purchased for
Participant's account after making appropriate deduction for the
purchase price of such shares;
c. all cash dividends received by the Bank
3
<PAGE>
on any full or fractional Plan Shares credited to the Participant's
account;
d. any shares of Designated Stock distributed by the
Corporation as a dividend or otherwise on Plan Shares credited to
Participant's account;
e. any shares of Designated Stock transferred by Participant
pursuant to Paragraph 9 of the Plan; and
f. all optional cash payments as allowed herein, received from
the Participant pursuant to Paragraph 4 below provided that the
Authorization Card has been received at least 5 business days prior to
the fifteenth day of the month.
4.(a) Cash dividends and optional cash payments credited to a
Participant's account will be commingled with the cash dividends and optional
cash payments credited to all accounts under the Plan and will be applied to the
purchase of shares of Designated Stock from the Corporation at the price
specified in Paragraph 19(A). A Participant's account will be credited with
fractional shares computed to four decimal places. The Bank will make every
reasonable effort to reinvest all dividends and timely optional
4
<PAGE>
cash payments promptly after receipt and as provided herein except where, in
the opinion of the Bank's counsel, such investments are restricted by any
applicable state or federal securities law. All dividends on shares designated
for reinvestment and optional cash payments will be held pending investment in
a non-interest bearing account maintained by the Bank.
4.(b). Optional cash payments of not less than $100.00 nor more than
$3,000.00 may be made in each month to purchase additional Designated Stock from
the Corporation at the price specified in Paragraph 19(B). An optional cash
payment may be made by a Participant when enrolling by enclosing a check with
the Authorization Card which must be received not less than 5 business days
before the fifteenth day of the month. The same amount of money need not be
sent each month and there is no obligation to make an optional cash payment
each month. The Bank will commingle the funds credited to a Participant's
account with optional cash payments credited to all accounts under the
Plan and will apply such funds to the purchase of shares of Designated Stock
from the Corporation at the price specified in Paragraph 19(B).
If an Authorization Card is received by the Bank at least five (5)
business days before the record date
5
<PAGE>
established for payment of a particular dividend, then the dividend will be
used to purchase additional shares of Common Stock for the shareholder. If an
Authorization Card is received less than five (5) business days before the
record date established for a particular dividend, the reinvestment of
dividends under the Plan will begin with the next succeeding dividend.
If an Authorization Card has been received timely, an optional cash
payment of a Participant received by the Bank not less than five (5) business
days prior to the fifteenth day of the month will be used to purchase shares of
Designated Stock from the Corporation. Pending investment, all optional cash
payments will be held in a non-interest bearing account maintained by the Bank.
Any description of the Plan distributed to record holders of Participating Stock
will advise that Participants may therefore wish to delay transmittal of
uninvested optional cash payments until shortly before the fifteenth day of the
month while still allowing enough time for the Bank to receive the funds 5
business days prior to such date. A Participant may obtain a refund of his
optional cash payment upon written request to the Bank received not less than 2
business days prior to the date such optional cash
6
<PAGE>
payment would otherwise be applied to the purchase of plan shares. No
interest will be paid by the Corporation on cash payments received.
5. The Bank will mail to each Participant as soon as practicable a
statement confirming each purchase of Designated Stock made for his account.
Such statement will be sent monthly for any month in which there is any activity
in a Participant's account.
6. The Bank may hold the Plan Shares of all Participants together in
its name or in the name of its nominee. No certificates will be delivered to a
Participant for Plan Shares except upon written request or upon termination of
the account. A Participant may request certificates for any full shares credited
to his account at any time. No certificates will be delivered for fractional
shares. Accounts under the Plan will be maintained in the name in which the
Participant's certificates are registered when Participant enrolls in the Plan
and certificates for full shares will be similarly registered when issued to the
Participant. Certificates will be registered and issued in names other than the
account name, subject to compliance with any applicable laws and payment by the
Participant of any applicable fees and taxes, provided
7
<PAGE>
that the Participant makes a written request therefor in accordance
with the usual requirements of the Corporation for the registration of a
transfer of the Designated Stock of the Corporation.
7. It is understood that the reinvestment of dividends under the Plan
does not relieve the Participant of any income tax which may be payable on such
dividends. The Bank will comply with all applicable Internal Revenue Service
requirements concerning the filing of information returns for dividends credited
to each account under the Plan and such information will be provided to the
Participant by a duplicate of that form or in a final statement of account for
each calendar year. With respect to foreign Participants whose dividends are
subject to United States income tax withholding, the Bank will comply with all
applicable Internal Revenue Service requirements concerning the amount of tax to
be withheld from the dividends prior to reinvestment.
8. The Bank will forward, as soon as practicable, any proxy
solicitation materials to the Participant. The Bank will vote any full Plan
Shares that it holds for the Participant's account in accordance with the
Participant's directions. If a Participant does not return a signed proxy to the
Bank at least 10 days
8
<PAGE>
before the meeting at which shares are to be voted, the Bank will not vote
such shares.
9. The Participant may transfer any issued shares of Designated Stock
held of record in his name to the Bank or the Bank's nominee and such shares
will be held by the Bank for his account as Plan Shares subject to the terms and
conditions of this Agreement.
10. A Participant may terminate his account at any time giving a
written notice of termination to the Bank. Any such notice of termination
received by the Bank after the dividend record date and prior to a dividend
payment date will not become effective until dividends paid on that date have
been invested. The Bank and/or the Corporation may terminate a Participant's
account by mailing a written notice of termination to the Participant at his
last address of record with the Bank provided that if such notice is given
between record date and payment date, such termination shall not be effective
until after such dividend is reinvested under the Plan. The charge to a
Participant upon termination of an account will be as specified in Paragraph
19(C) but may not exceed $1.00. Upon termination, the Participant may elect in
writing to receive certificates representing the full Plan
9
<PAGE>
Shares credited to his account and cash in lieu of fractional shares or he may
elect in writing to receive cash for all the full and fractional Plan Shares
credited to his account. If no written election is made at the time the Bank
receives a written notice of termination from the Participant or prior to
expiration of the 30-day notice period when the Bank terminates a Participant's
account, certificates will be issued for all full Plan Shares and the
Participant will receive cash for any fractional shares. The Participant's
signature upon any written direction to the Bank, as agent, to sell all or
part of any such shares must be guaranteed by a commercial bank, broker or
trust company.
In the event a Participant elects to receive cash for the Plan Shares
credited to his account, the Bank, as Participant's agent, will promptly sell
such Plan Shares and deliver to him the proceeds of such sale, less any
termination charges pursuant to Paragraph 19(C), brokerage commissions and any
other costs of sale. Any full shares and fractional interests in shares may be
aggregated and sold with those of other termination Participants. The proceeds
to each Participant, in such case, will be the average sales price of all shares
so aggregated and sold, less his
10
<PAGE>
pro rata share of any brokerage commissions and other costs of sale. In all
terminations, fractional interests held in the Participant's Account and
not otherwise aggregated and sold will be paid for in cash at a price
equivalent to the closing sale price per share of the Corporation's
Designated Stock as reported by the principal stock exchange, or other
appropriate market as determined by the Bank, on which the stock is traded
on the date of receipt by the Bank of the notice of termination or, if the stock
is not traded on the date of such receipt, the Bank shall use the mean between
the bid and asked price or such other market quotation as it may deem
appropriate on such date.
11. If at any time a Participant ceases to be a record holder of
Participating Stock other than by transfer of shares to the Bank to be held for
his account pursuant to Paragraph 9, the Bank will mail a written notice to
such Participant requesting instructions as to the disposition of stock in the
Participant's account under the Plan. If within 30 days of mailing such notice
the Bank does not receive instructions from the Participant, the Bank may,
in its discretion terminate the Participant's account.
12. The Participant shall notify the Bank promptly in writing of any
change of address. Notices
11
<PAGE>
or statements from the Bank to the Participant may be given or made by letter
addressed to the Participant at his last address of record with the Bank
and any such notice or statement shall be deemed given or made when received
by the Participant or 5 days after mailing, whichever occurs earlier.
13. The Participant shall not sell, pledge, hypothecate, assign, or
transfer any Plan Shares held for his account by the Bank, nor shall the
Participant have any right to draw checks or drafts against his account. The
Bank has no obligation to follow any instructions of the Participant with
respect to the Plan Shares or any cash held in his account except as expressly
provided under the terms and conditions of the Plan.
14. In addition to any payments made by the Corporation pursuant to
Paragraph 19(C) below, the Corporation will either pay directly or reimburse the
Bank for the costs of administering the Plan, including but not limited to the
costs of printing and distributing Plan literature to record holders of
Participating Stock, forwarding proxy solicitation materials to Participants,
and mailing confirmations of account transactions, account statements, and other
notices to Participants, and reasonable clerical
12
<PAGE>
expenses associated therewith.
15. Neither the Bank nor its nominee(s) shall be liable hereunder for
any act or omission to act by the Corporation or for any action taken in good
faith or for any good faith omission to act, including, without limitation,
any claims of liability (a) arising out of failure to terminate the
Participant's account upon the Participant's death prior to receipt of written
notice of such death accompanied by documentation satisfactory to the Bank;
or (b) with respect to the prices at which Plan Shares are either purchased
or sold for the Participant's account or the timing or terms on which such
purchases or sales are made; or (c) for the market value or fluctuations in
market value after purchase of Plan Shares credited to the Participant's
account. The Corporation further agrees to indemnify and hold harmless
the Bank and its nominee(s) from all taxes, charges, expenses,
assessments, claims, and liabilities, and any costs incident thereto, arising
under federal or state law from the Bank's or the Corporation's acts or
omissions to act in connection with this Plan, including, without limitation
liability or costs which the Bank may incur under federal or state securities
laws because any part of any registration statement filed by the Corporation for
the
13
<PAGE>
shares of Designated Stock to be purchased pursuant to the Plan and which
was prepared by the Corporation contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided that neither the Bank
nor its nominees shall be indemnified against any liability or costs incident
thereto arising out of the Bank's or its nominee's own willful misfeasance, bad
faith, gross negligence, or reckless disregard of its duties under the Plan.
16. It is understood that all purchases of Designated Stock
pursuant to the Plan will be made by the Bank as the independent agent of the
Participant and that neither the Corporation nor any of its affiliates shall
have any authority or power to direct the time and price at which securities may
be purchased pursuant to the Plan or the amount of securities to be purchased.
It is further understood that the Bank will continue to operate the Plan only so
long as the Bank neither directly or indirectly controls or is controlled by the
Corporation or its affiliates. The Bank and the Corporation agree that, in the
event that any person serves simultaneously as a director of the Bank or an
affiliate of the Bank and also as a director
14
<PAGE>
of the Corporation or an affiliate of the Corporation, such director will
undertake to abstain from participating in any decisions relating the
Plan or the purchase or sale of securities pursuant to the Plan.
17. The Bank or the Corporation may terminate the Plan at any time by
written notice to the Participants. The terms and conditions of this Plan may be
amended by the Bank, with the concurrence of the Corporation, at any time by the
mailing of an appropriate notice of at least 20 days prior to the effective date
thereof to the Participant at his last address of record with the Bank. No
waiver or modification of the terms or conditions of the Plan shall be deemed
to be made by the Bank unless in writing signed by an authorized representative
of the Bank, and any waiver or modification shall apply only to the specific
instance involved. The Corporation has the authority to amend Paragraph 19 of
this Plan to change the options selected thereunder by mailing an appropriate
notice at least 20 days prior to the effective date of such amendment to the
Participant at his last address of record with the Bank; provided that the
Corporation may make such an amendment only once in any six-month period.
It is understood, however, that such
15
<PAGE>
amendments as may be required from time to time due to changes in or new
rules and regulations under the federal securities laws may be made
by the Bank prior to notice to each Participant.
18. This Plan, the Authorization Card incorporated herein and made by
this reference a part of this Plan, and the accounts of Participants maintained
by the Bank under this Plan shall be governed by and construed in accordance
with the laws of the State of North Carolina.
19. The Bank offers various options under the Plan, the election of
which constitutes completion of the terms and conditions of the Plan. Election
is made when the appropriate designations in each subsection setting forth the
available options are completed and initialed by a duly elected and authorized
officer of the Corporation. The options are as follows:
(A) Price per Share purchased with reinvested dividends.
The price of shares of Common Stock purchased with reinvested
dividends will be 95% of the weighted average price of the
Corporation's common stock during the five trading day period
immediately preceding the dividend payment date, as published
in the New York
16
<PAGE>
Stock Exchange Composite Transaction reports of The Wall
Street Journal. No shares will be sold under the
Plan at less than the par value of such shares.
(B) Price per share purchased with Optional Cash Payments.
The price of shares of Common Stock purchased with optional
cash payments as allowed herein will be 100% of the weighted
average price of the Corporation's common stock for the five
trading day period immediately preceding the fifteenth day of
the month, as published in the New York Stock Exchange
Composite Transaction reports of The Wall Street Journal. No
shares will be sold under the Plan at less than the par
value of such shares.
(C) Termination Fees
In any case of termination by a Participant, the Corporation
will pay the Bank a termination fee of $1.00.
17
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EXHIBIT 99(b)
AUTHORIZATION FOR PARTICIPATION IN THE DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN FOR THE SHAREHOLDERS OF NORTH CAROLINA NATURAL GAS CORPORATION
I hereby authorize Wachovia Bank of North Carolina, N.A., or any successor Bank,
under the terms and conditions of the Dividend Reinvestment and Stock Purchase
Plan as set forth in the Amendment to the Plan Prospectus to apply my dividends
and distributions or cash payments, or both, as selected below, toward the
purchase from North Carolina Natural Gas Corporation (NCNG) of full and
fractional shares of its common stock. Receipt of the Amended Prospectus is
hereby acknowledged.
Social Security or
Tax Identification No:
Please enroll me in the Dividend Reinvestment and Stock Purchase Plan as
indicated below (check one box only)
[ ] In addition to optional cash payments, if any, I wish to apply dividends to
the purchase of additional shares on ALL shares of NCNG registered in my name or
held by a broker for my benefit.
[ ] In addition to optional cash payments, if any, I wish to apply the
dividends on % of the shares of NCNG registered in my name to
the purchase of additional shares. In addition, I wish to apply the
dividends on % of the shares held by a broker for my benefit to
the purchase of additional shares.
[ ] Optional cash payments only -- I wish to have the right to apply optional
cash payments to the purchase of additional shares but do not wish to apply any
of my dividends to the purchase of additional shares.
Signature(s) of Registered Owner(s)
Date , 19
THIS IS NOT A PROXY
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Completion and return of this form appoints Wachovia Bank of North Carolina,
N.A. your agent and authorizes your enrollment in the Dividend Reinvestment and
Stock Purchase Plan in the manner indicated.
DO NOT RETURN THIS FORM UNLESS YOU INTEND TO PARTICIPATE IN THE PLAN.
FULL DIVIDEND REINVESTMENT -- If you check this, you authorize the purchase of
additional shares with the dividends on all shares registered in your name, as
well as shares held by a broker for your benefit and the shares credited to your
reinvestment account. You may also make monthly optional cash payments of not
less than $100 nor more than a total of $3,000.
PARTIAL DIVIDEND REINVESTMENT -- If you check this, you authorize the purchase
of additional shares with the dividends on the number of shares you indicate.
You may also make monthly optional cash payments of not less than $100 nor more
than a total of $3,000.
OPTIONAL CASH PURCHASES ONLY -- If you check this, a reinvestment account will
be established to receive your monthly optional cash payments of not less than
$100 nor more than a total of $3,000.
Your participation is subject to the terms
of the Plan as described in the
Prospectus.
You may withdraw from the Plan at any time
by notifying Wachovia Bank of North
Carolina in writing as provided in the
Amended Prospectus.
Please direct all correspondence to:
Wachovia Bank of North Carolina, N.A.
Dividend Reinvestment Section
P.O. Box 3001
Winston-Salem, NC 27102
1-800-633-4236
THIS IS NOT A PROXY
