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REGISTRATION NO. 33-
RELATED TO REGISTRATION NO. 33-3816, FILED MARCH 6, 1986
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PIEDMONT NATURAL GAS COMPANY, INC.
(Exact name of registrant as specified in its charter)
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NORTH CAROLINA 56-0556998
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
1915 REXFORD ROAD
POST OFFICE BOX 33068
CHARLOTTE, NORTH CAROLINA 28233
(704) 364-3120
(Address of Principal Executive Offices)
PIEDMONT NATURAL GAS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MARTIN C. RUEGSEGGER, ESQUIRE
PIEDMONT NATURAL GAS COMPANY, INC.
CORPORATE COUNSEL AND SECRETARY
1915 REXFORD ROAD
POST OFFICE BOX 33068
CHARLOTTE, NORTH CAROLINA 28233
(Name and Address of Agent for Service)
(704) 364-3120
(Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM AMOUNT OF
TITLE OF SECURITIES AGGREGATE REGISTRATION
TO BE REGISTERED OFFERING PRICE* FEE
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Common Stock, no par value........................... ** $2,068.97
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* Estimated solely for the purpose of determining the registration fee.
** The shares are to be offered at prices not presently determinable. The fee is
calculated on the basis of the average of the high and low prices reported on
the New York Stock Exchange on July 17, 1995, pursuant to Rule 457(c) and
(h).
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed on Form S-8 to register an
additional 300,000 shares of the Registrant's common stock for issuance pursuant
to the Piedmont Natural Gas Company Employee Stock Purchase Plan (the "Plan").
On March 6, 1986, the Registrant filed Registration Statement No. 33-3816,
on Form S-8 (the "Prior Registration Statement") in connection with the issuance
of shares of the Registrant's common stock pursuant to the Plan. The Prior
Registration Statement was amended by Amendment No. 1 (filed on March 13, 1986)
and by Post-Effective Amendment No. 1 (filed on March 2, 1994). The contents of
the Prior Registration Statement, as amended, are incorporated herein by
reference.
Pursuant to Section E of the rules relating to Form S-8, Registrant is
filing: (1) a facing page, (2) a statement that the contents of the Prior
Registration Statement, identified by file number, are incorporated by
reference, (3) required opinions and consents, (4) the signature page, (5) any
information required in this Registration Statement that is not in the Prior
Registration Statement, and (6) the information required in Part I pursuant to
the Form S-8 rules. In addition, Registrant is filing the Prospectus, as
revised, in full text. The filing fee required by Rule 457 of the Securities Act
of 1933, as amended, is being paid with respect to the additional securities
only.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
To the extent that the information required by this Item is required, it is
omitted from this Registration Statement in accordance with the Note to Part I
of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
To the extent that the information required by this Item is required, it is
omitted from this Registration Statement in accordance with the Note to Part I
of Form S-8.
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PROSPECTUS
300,000 SHARES
PIEDMONT NATURAL GAS COMPANY, INC.
COMMON STOCK
(No Par Value)
offered as set forth herein
pursuant to
PIEDMONT NATURAL GAS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
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This Prospectus relates to an additional 300,000 shares of the common
stock, no par value (the "Common Stock"), of Piedmont Natural Gas Company, Inc.
(the "Company"), to be issued in connection with the Company's Employee Stock
Purchase Plan (the "Plan").
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.
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THE DATE OF THIS PROSPECTUS IS JULY 18, 1995.
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TABLE OF CONTENTS
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PAGE
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Available Information............................................................... 1
The Company......................................................................... 1
Description of the Plan............................................................. 1
Shares Subject to the Plan..................................................... 2
Eligibility.................................................................... 2
Application for Participation.................................................. 2
Withdrawal from Participation.................................................. 3
Purchase of Stock.............................................................. 3
Stock Price.................................................................... 3
Limitation on Stock Purchase................................................... 3
Issuance of Stock.............................................................. 3
Transfer or Assignment of Participant's Right to Purchase...................... 3
Termination or Amendments...................................................... 3
Sale of Stock Purchased Under the Plan......................................... 4
Administration................................................................. 4
Market Fluctuation............................................................. 4
Costs.......................................................................... 4
Tax Consequences............................................................... 5
Indemnification..................................................................... 5
Legal Opinions...................................................................... 5
</TABLE>
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), 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 filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of this material may also be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's Common Stock is listed on the New York
Stock Exchange ("NYSE"), and reports, proxy statements and other information
concerning the Company may be inspected and copied at the offices of the NYSE at
20 Broad Street, New York, New York 10005.
This Prospectus does not contain all of the information set forth in the
Registration Statement on Form S-8 of which this Prospectus is a part, and
exhibits relating thereto which the Company has filed with the Commission under
the Securities Act of 1933, as amended (the "1933 Act"). Any person to whom a
copy of this Prospectus is delivered, upon written or oral request, may obtain
without charge a copy of all information incorporated by reference in the
Registration Statement (other than Exhibits thereto unless such Exhibits are
specifically incorporated by reference into the information the Registration
Statement incorporates) by contacting the Company's offices located at 1915
Rexford Road, Charlotte, North Carolina 28211, Attention: Corporate Counsel and
Corporate Secretary (704-364-3120).
THE COMPANY
The Company is an energy and services company primarily engaged in the
transportation and sale of natural gas and the sale of propane to over 560,000
residential, commercial, and industrial natural gas and propane customers in
North Carolina, South Carolina and Tennessee. The Company's principal executive
offices are maintained at 1915 Rexford Road, Post Office Box 33068, Charlotte,
North Carolina 28233; telephone number 704-364-3120.
The Company's utility operations serve over 512,000 natural gas customers.
The Company and its non-utility subsidiaries and divisions are also engaged in
acquiring, marketing and arranging for the transportation of natural gas to
large volume purchasers, in retailing residential and commercial gas appliances
and in the sale of propane and propane appliances to over 47,000 customers in
the Company's three-state service area.
In the Carolinas, the Company's service area is comprised of numerous
cities, towns and communities including Anderson, Greenville, and Spartanburg in
South Carolina and Charlotte, Salisbury, Greensboro, Winston-Salem, High Point,
Burlington, and the Hickory area in North Carolina. In Tennessee, the service
area is the Nashville metropolitan area, including portions of eight adjoining
counties. The Company's propane market is in and adjacent to its natural gas
markets in all three states. The Company is principally engaged in the gas
distribution industry and has no other reportable industry segments.
The Company's utility operations are subject to regulation by the North
Carolina Utilities Commission ("NCUC") and the Tennessee Public Service
Commission ("TPSC") as to the issuance of securities, and by those commissions
and by the Public Service Commission of South Carolina as to rates, service
area, adequacy of service, safety standards, extensions and abandonment of
facilities, accounting and depreciation. The Company is also subject to or
affected by various federal regulations.
DESCRIPTION OF THE PLAN
On February 28, 1986, the shareholders of the Company first adopted the
Piedmont Natural Gas Company Employee Stock Purchase Plan (the "Plan"), to be
effective as of July 1, 1985. The purpose of the Plan is to encourage employees
to purchase stock in the Company and thereby to promote increased interest in
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the successful operation of the Company and to encourage employees to remain in
the employ of the Company. Issuance of the initial shares of Common Stock under
the Plan was approved by the NCUC and TPSC in 1986. Initially, 75,000 shares of
Common Stock, $.50 par value, were reserved for issuance under the Plan.
Pursuant to a two-for-one stock split effective March 10, 1986, the number of
shares issued or reserved for issuance under the Plan increased to 150,000
shares, $.25 par value, as of the close of business March 10, 1986. Effective
March 10, 1993, pursuant to another two-for-one stock split, the number of
shares issued or reserved for issuance under the Plan increased to 300,000
shares. In connection with the change of the Company's state of incorporation on
March 1, 1994, the Company's Common Stock was designated as no par value.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), and is not subject to any provisions of the
Employee Retirement Income Security Act of 1974.
The Plan is summarized in the following paragraphs.
SHARES SUBJECT TO THE PLAN.
At July 1, 1995, 287,895 shares of Common Stock had been issued pursuant to
the Plan and 12,105 shares were reserved for issuance pursuant to the Plan. This
Prospectus relates to an additional 300,000 shares of Common Stock authorized
for issuance under the Plan by the Company's shareholders on February 24, 1995.
Therefore, the total number of shares of Common Stock authorized by the
shareholders of the Company but not yet issued is 312,105. The number of shares
of Common Stock subject to the Plan is subject to adjustment in the event of a
stock dividend, stock split or similar change. The number of shares of Common
Stock subject to the Plan may not be increased without shareholder approval and
the Company may not buy shares of Common Stock in the open market for the Plan.
ELIGIBILITY.
All employees of the Company and its subsidiaries are eligible to
participate in the Plan on the January 1 or July 1 following the date on which
they complete one year of employment except (1) employees whose customary
employment is 20 hours or less per week or five months or less in any calendar
year and (2) employees who immediately after the grant of an option to purchase
would own stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company or one of its subsidiaries.
APPLICATION FOR PARTICIPATION.
An eligible employee becomes a participant in the Plan by executing and
filing with the Employee Stock Purchase Plan Committee a participation
application (a) designating the amount to be deducted from his or her pay, which
may not exceed 6% of compensation (excluding bonuses and overtime) or be less
than $5.00 per payroll period, (b) authorizing the purchase of Common Stock on
each Stock Purchase Date (see Purchase of Stock), (c) designating the name in
which the Common Stock purchased shall be issued and (d) providing such other
information as required. See Issuance of Stock.
The Plan has two payroll deduction periods, January 1 to June 30 and July 1
to December 31 ("Payroll Deduction Periods"). The application must be received
by the Employee Stock Purchase Plan Committee at least ten days before the
Payroll Deduction Period for which the employee's participation begins.
Unless a participant files a new application or withdraws from the Plan,
deductions and stock purchases will continue under the authorization on file for
as long as the Plan remains in effect.
A participant may amend his or her application at any time by the execution
of a new participation application; however, changes in the amount of payroll
deductions will not be effective until the Payroll Deduction Period which begins
not less than ten days after receipt of the amended application.
The Company will accumulate and hold for the participant's account the
amounts paid or deducted from his or her pay. No report as to the amount and
status of a participant's account will be provided to the
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participant unless requested. The Plan does not authorize the Company or any
other person to create a lien on the amounts being held for a participant's
account. No interest will be paid on the amounts so held.
WITHDRAWAL FROM PARTICIPATION.
A participant may withdraw from the Plan at any time prior to the Stock
Purchase Date (see Purchase of Stock) by executing and filing a withdrawal
notice with the Employee Stock Purchase Plan Committee. Termination of
employment for any reason shall be deemed a withdrawal by a participant as of
the date of such termination. Withdrawing or terminating participants will be
refunded, without interest, the entire balance of their payroll deductions not
previously used to purchase stock. A participant who withdraws from the Plan may
enter the Plan again by filing a new participation application.
PURCHASE OF STOCK.
Twice each year, on the last business day of December and June (the "Stock
Purchase Date"), each participant will have purchased for his or her account as
many full shares of Common Stock as the accumulated payroll deductions will
permit. Any balance remaining to the credit of the participant after the
purchase will be carried forward to the next Stock Purchase Date. Within a
reasonable time after each Stock Purchase Date, each participant will receive a
certificate for any stock purchased and a statement showing the purchase price
of such stock and the balance remaining to his or her credit.
STOCK PRICE.
The purchase price of the Common Stock will be 90 percent of the average of
the closing prices as recorded on the Composite Tape of the NYSE for the month
during which the purchase takes place; provided, however, the purchase price
shall not be less than 85 percent of the fair market value of such stock as of
the Stock Purchase Date.
LIMITATION ON STOCK PURCHASE.
A participant may not purchase in any calendar year under the Plan and in
all other "employee stock purchase plans" (as defined in Section 423 of the
Code) of the Company and its subsidiaries Common Stock which has a fair market
value in excess of $25,000 (determined as of the time the option is granted).
ISSUANCE OF STOCK.
Certificates for Common Stock purchased pursuant to the Plan will be
delivered as soon as practicable after the Stock Purchase Date. The certificate
will be issued only in the name of the participant or, if he or she authorizes
in writing, the name of the participant and spouse as joint tenants with or
without the right of survivorship.
TRANSFER OR ASSIGNMENT OF PARTICIPANT'S RIGHT TO PURCHASE.
Rights to purchase Common Stock granted to the participant pursuant to the
Plan are nontransferable and are exercisable only during the lifetime of the
participant while employed by the Company or its subsidiaries. A participant's
death terminates participation in the Plan and the right to purchase may not be
exercised by the participant's legal representative.
TERMINATION OR AMENDMENTS.
The Plan and all options to purchase Common Stock may be terminated at any
time by the Board of Directors of the Company. The Plan will terminate at the
earlier of:
(i) five years from its adoption by the Board of Directors of the
Company, or
(ii) the date on which all or substantially all of the shares of
Common Stock authorized for issuance under the Plan, as amended, shall have
been purchased.
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If at any time any shares of Common Stock reserved for issuance under the
Plan remain available for purchase, but not in sufficient number to satisfy all
of the purchase requirements, the Employee Stock Purchase Plan Committee shall
distribute the remaining Common Stock on a pro rata basis among the
participants.
The Board of Directors of the Company may amend the Plan in any respect
whatsoever except that, without the approval of shareholders of the Company, no
amendment may change the number of shares subject to the Plan, permit the
granting of options to persons other than employees of the Company and its
subsidiaries, increase the discount granted for purchase of Common Stock or
cause the Plan to fail to meet the requirements of Section 423 of the Code.
SALE OF STOCK PURCHASED UNDER THE PLAN.
The Plan is intended to encourage employee stock ownership and the Company
hopes its employees will retain the Common Stock for investment. A participant
who is not an affiliate of the Company may, however, sell the Common Stock at
any time. Because of certain federal tax requirements, each employee agrees by
entering the Plan to give notice to the Employee Stock Purchase Plan Committee
if he or she disposes of any Common Stock within two years from the date of the
granting of the option or six months after the transfer of the shares to him or
her.
This Prospectus will not be available for reoffers or resales of shares of
Common Stock acquired by persons deemed to be "affiliates" of the Company within
the meaning of the 1933 Act. Such "affiliates" may accomplish reoffers or
resales of such shares of Common Stock pursuant to (i) another appropriate
prospectus contained in an effective registration statement under the 1933 Act,
(ii) an appropriate exemption under the 1933 Act or (iii) Rule 144 of the
General Rules and Regulations promulgated under the 1933 Act. Acquisitions of
shares of Common Stock and dispositions of shares of Common Stock by an officer
or director of the Company within any six-month period pursuant to the Plan or
otherwise may give rise to the right of the Company to recapture any profit from
such transactions pursuant to Section 16(b) of the 1934 Act.
ADMINISTRATION.
The Plan is administered by the Employee Stock Purchase Plan Committee
appointed until resignation or removal by the Company's Board of Directors. A
member of the committee can be removed at any time by the Board of Directors.
The committee interprets and construes the Plan. Members of the committee do not
receive compensation for their services as such; however, they will be
reimbursed by the Company for their expenses. The present members of the
committee and their positions held with the Company and its affiliates are:
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MEMBERS POSITIONS
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Chairman, President and Chief Executive Officer of the
John H. Maxheim............... Company
Ralph P. Stewart.............. Vice President -- Employee Relations
Kurt R. Hollar................ Director -- Benefits and Risk Management
</TABLE>
The address of each member listed above is 1915 Rexford Road, Charlotte,
North Carolina 28211.
MARKET FLUCTUATION.
The Company will not buy back from a participant Common Stock purchased
under the Plan, and the participant assumes the risk of any market fluctuation
in the price of such stock.
COSTS.
The Company will pay all costs of administering the Plan.
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TAX CONSEQUENCES.
The Plan is intended to qualify as an "employee stock purchase plan" within
the meaning of Section 423 of the Code. Under Section 423 of the Code, the
purchase of stock pursuant to the Plan will not result in taxable income to a
participant, and the Company and its subsidiaries will not be allowed any
deductions with respect to such stock, provided (1) no disposition of such stock
is made by such participant within two years after the date of the offering nor
within one year after transfer of such stock to the participant, and (2) at all
times beginning with the date of the offering and ending three months prior to
the transfer of such stock to the participant, the participant is an employee of
the Company or one of its subsidiaries.
If the holding period requirements are not met, the disposition of the
stock will result in taxable ordinary income to the participant in the year of
the disposition in an amount equal to the difference between the purchase price
and the fair market value of the stock on the day of purchase and, subject to
the limits of reasonable compensation, the Company or a subsidiary will be
allowed a deduction in such amount. This amount must be reported as ordinary
income even if the participant disposed of the stock by gift or made no profit
on the sale.
If the holding period requirements are met, or if the participant dies
while holding the stock, the amount that shall be included in gross income as
compensation in the year of disposition or the participant's death is equal to
the lesser of (a) the excess of the fair market value of the stock at the time
of the disposition or death over the option price, or (b) the excess of the fair
market value of the stock at the time the option was granted over the option
price. The balance, if any, will be accorded long-term capital gain treatment.
The Company and its subsidiaries will not be entitled to any deduction.
THE PRECEDING SUMMARY IS BASED ON THE COMPANY'S INTERPRETATION OF THE CODE
AND REGULATIONS PROMULGATED THEREUNDER. THE PRECEDING SUMMARY MAY BE RENDERED
INACCURATE BY ANY FUTURE LEGISLATIVE AMENDMENT TO FEDERAL INCOME TAX LAWS OR
REGULATIONS OR ANY FUTURE INTERPRETATIONS OF SUCH LAWS OR REGULATIONS BY THE
TREASURY DEPARTMENT OR BY COURTS. SPECIFIC QUESTIONS REGARDING THE TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN SHOULD BE DISCUSSED WITH THE
PARTICIPANT'S TAX ADVISOR.
INDEMNIFICATION
The Company's By-Laws provide that the Company will indemnify any person
made a party to any action or proceeding by virtue of such person's position as
a director or officer of the Company in the manner and to the same extent
permitted by Section 55-8-50 of the North Carolina Business Corporation Act. In
addition, the Company maintains a directors' and officers' liability insurance
policy designed to protect the Company in the event it is required to pay any
amounts to its directors and certain officers as indemnification against loss
arising from certain civil claims, including certain claims under the 1933 Act.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the 1933 Act and is therefore unenforceable.
LEGAL OPINIONS
Certain legal matters with respect to the Plan and in connection with the
issuance of Common Stock pursuant thereto have been passed upon by Martin C.
Ruegsegger, 1915 Rexford Road, Charlotte, North Carolina 28211. Mr. Ruegsegger
is Corporate Counsel and Corporate Secretary of the Company and is eligible to
participate in the Plan. As of July 18, 1995, Mr. Ruegsegger owned an aggregate
of 135 shares of Common Stock of the Company.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information, which have heretofore been filed
by the Company with the Commission pursuant to the Securities Act of 1933 (the
"1933 Act") or the Securities Exchange Act of 1934 (the "1934 Act"), are
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof:
a. The Annual Report of the Company on Form 10-K for the year ended
October 31, 1994, filed pursuant to Section 13 of the 1934 Act.
b. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1995, filed pursuant to Section 13 of the 1934 Act.
c. The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form S-3 (No. 33-56425), filed November
10, 1994.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
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
securities then remaining unsold shall be deemed to be incorporated by reference
herein and to be made a part hereof from their respective dates of filing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following provisions of the North Carolina Business Corporation Act
govern indemnification of officers and directors of the Company:
SECTION 55-8-50. POLICY STATEMENT AND DEFINITIONS.
(a) It is the public policy of this State to enable corporations
organized under this Chapter to attract and maintain responsible, qualified
directors, officers, employees and agents, and, to that end, to permit
corporations organized under this Chapter to allocate the risk of personal
liability of directors, officers, employees and agents through
indemnification and insurance as authorized in this Part.
(b) Definitions in this Part:
(1) "Corporation" includes any domestic or foreign corporation
absorbed in a merger which, if its separate existence had continued,
would have had the obligation or power to indemnify its directors,
officers, employees, or agents, so that a person who would have been
entitled to receive or request indemnification from such corporation if
its separate existence had continued shall stand in the same position
under this Part with respect to the surviving corporation.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise. A director is considered to be serving an employee
benefit plan at the corporation's request if his duties to the
corporation also impose
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duties on, or otherwise involve services by, him to the plan or to
participants in or beneficiaries of the plan. "Director" includes,
unless the context requires otherwise, the estate or personal
representative of a director.
(3) "Expenses" means expenses of every kind incurred in defending a
proceeding, including counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to
a proceeding.
(4a) "Officer," "employee," or "agent" includes, unless the context
requires otherwise, the estate or personal representative of a person
who acted in that capacity.
(5) "Official capacity" means (i) when used with respect to a
director, the office of director in a corporation; and (ii) when used
with respect to an individual other than a director, as contemplated in
G.S. 55-8-56, the office in a corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on
behalf of the corporation. "Official capacity" does not include service
for any other foreign or domestic corporation or any partnership, joint
venture, trust, employee benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
SECTION 55-8-51. AUTHORITY TO INDEMNIFY.
(a) Except as provided in subsection (d), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case of conduct in his
official capacity with the corporation, that his conduct was in its best
interests; and (ii) in all other cases, that his conduct was at least
not opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose he reasonably believed to be in the interests of the participants
in and beneficiaries of the plan is conduct that satisfies the requirement
of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of
itself, determinative that the director did not meet the standard of
conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) In connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without
a final adjudication on the issue of liability is limited to reasonable
expenses incurred in connection with the proceeding.
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(f) The authorization, approval or favorable recommendation by the
board of directors of a corporation of indemnification, as permitted by
this section, shall not be deemed an act or corporate transaction in which
a director has a conflict of interest, and no such indemnification shall be
void or voidable on such ground.
SECTION 55-8-52. MANDATORY INDEMNIFICATION. Unless limited by its articles
of incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the proceeding.
SECTION 55-8-53. ADVANCE FOR EXPENSES. Expenses incurred by a director in
defending a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in the articles
of incorporation or bylaws or by any applicable resolution or contract upon
receipt of an undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation against such expenses.
SECTION 55-8-54. COURT-ORDERED INDEMNIFICATION. Unless a corporation's
articles of incorporation provide otherwise, a director of the corporation who
is a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary may
order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under G.S.
55-8-52, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification; or
(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the
standard of conduct set forth in G.S. 55-8-51 or was adjudged liable as
described in G.S. 55-8-51(d), but if he was adjudged so liable his
indemnification is limited to reasonable expenses incurred.
SECTION 55-8-55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under G.S. 55-8-51
unless authorized in the specific case after a determination has been made
that indemnification of the director is permissible in the circumstances
because he has met the standard of conduct set forth in G.S. 55-8-51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of directors
(in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to
the proceeding;
(3) By special legal counsel (i) selected by the board of directors
or its committee in the manner prescribed in subdivision (1) or (2); or
(ii) if a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision
(2), selected by majority vote of the full board of directors (in which
selection directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may
not be voted on the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
8
<PAGE> 14
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be
made by those entitled under subsection (b)(3) to select counsel.
SECTION 55-8-56. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND
AGENTS. Unless a corporation's articles of incorporation provide otherwise:
(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to apply for the
court-ordered indemnification under G.S. 55-8-54, in each case to the same
extent as a director;
(2) The corporation may indemnify and advance expenses under this Part
to an officer, employee, or agent of the corporation to the same extent as
to a director; and
(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent, consistent
with public policy, that may be provided by its articles of incorporation,
bylaws, general or specific action of its board of directors, or contract.
SECTION 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE.
(a) In addition to and separate and apart from the indemnification
provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a
corporation may in its articles of incorporation or bylaws or by contract
or resolution indemnify or agree to indemnify any one or more of its
directors, officers, employees, or agents against liability and expenses in
any proceeding (including without limitation a proceeding brought by or on
behalf of the corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities; provided, however,
that a corporation may not indemnify or agree to indemnify a person against
liability or expenses he may incur on account of his activities which were
at the time taken known or believed by him to be clearly in conflict with
the best interests of the corporation. A corporation may likewise and to
the same extent indemnify or agree to indemnify any person who, at the
request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or as a
trustee or administrator under an employee benefit plan. Any provision in
any articles of incorporation, bylaw, contract, or resolution permitted
under this section may include provisions for recovery from the corporation
of reasonable costs, expenses, and attorneys' fees in connection with the
enforcement of rights to indemnification granted therein and may further
include provisions establishing reasonable procedures for determining and
enforcing the rights granted therein.
(b) The authorization, adoption, approval, or favorable recommendation
by the board of directors of a public corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as permitted in
this section, shall not be deemed an act of corporate transaction in which
a director has a conflict of interest, and no such articles of
incorporation or bylaw provision or contract or resolution shall be void or
voidable on such grounds. The authorization, adoption, approval, or
favorable recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of incorporation, bylaw,
contract or resolution, as permitted in this section, which occurred prior
to July 1, 1990, shall not be deemed an act or corporate transaction in
which a director has a conflict of interest, and no such articles of
incorporation, bylaws provision, contract or resolution shall be void or
voidable on such grounds. Except as permitted in G.S. 55-8-31, no such
bylaw, contract, or resolution not adopted, authorized, approved or
ratified by shareholders shall be effective as to claims made or
liabilities asserted against any director prior to its adoption,
authorization, or approval by the board of directors.
(c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability asserted against or
incurred by him in that capacity or arising from his status as a director,
officer, employee, or agent, whether or not the corporation would have
power to indemnify him against the same liability under any provision of
this Chapter.
9
<PAGE> 15
SECTION 55-8-58. APPLICATION OF PART.
(a) If articles of incorporation limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles.
(b) This Part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a
witness in a proceeding at a time when he has not been made a named
defendant or respondent to the proceeding.
(c) This Part shall not affect rights or liabilities arising out of
acts or omissions occurring before July 1, 1990.
The Company's By-Laws provide that the Company shall indemnify and hold
harmless its directors and officers of the Company who are also directors or who
are designated by the Board of Directors from time to time as indemnified
officers ("indemnified officers") against any obligation to pay any judgment,
settlement, penalty, fine (including any excise tax assessed with respect to an
employee benefit plan) and reasonable expenses, including but not limited to
attorneys' fees of opposing parties ("Liabilities") and for any expenses
incurred with respect to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, whether
formal or informal, and any appeal therein (and any inquiry or investigation
that could lead to such a proceeding) (a "Proceeding"), including any Proceeding
brought by or on behalf of the Company itself, arising out of their status as
directors or officers of the Company. The Company shall also indemnify its
directors and indemnified officers for their service at the Company's request as
a director, officer, partner, trustee, employee or agent or another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Company shall not, however, indemnify a director or indemnified officer
against Liabilities or expenses incurred on account of activities of such person
that at the time taken were known or believed by him or her, or a reasonable
person would have or should have known, to be clearly in conflict with the best
interests of the Company. The By-Laws further provide that the Company shall
indemnify each director and indemnified officer for his or her reasonable costs,
expenses and attorneys' fees incurred in connection with the enforcement of the
rights to indemnification granted therein, if it is determined that such
director or indemnified officer is entitled to indemnification thereunder.
The Company's Articles of Incorporation, as amended, contain the following
provisions:
ARTICLE 8: A director of the Corporation shall not be personally
liable to the Corporation or any of its shareholders for monetary damages
for any breach of duty as a director, except for liability with respect to
(i) acts or omissions not made in good faith that the director at the time
of such breach knew or believed were in conflict with the best interests of
the Corporation, (ii) any liability under N.C.G.S. sec. 55-8-33 (liability
for unlawful distributions), (iii) any transaction from which such director
derived an improper personal benefit, or (iv) acts or omissions occurring
prior to the date on which this Article 8 became effective. As used herein,
the term, "improper personal benefit" does not include a director's
compensation or other incidental benefit for or on account of service as a
director, officer, employee, independent contractor, attorney or consultant
of the Corporation. If the North Carolina General Statutes are amended
after approval by the Corporation's shareholders of this Article 8 to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the North
Carolina General Statutes, as so amended. No amendment or repeal of the
provisions of this Article 8 shall apply to or have an effect on the
liability or alleged liability of any director of the Corporation for or
with respect to any act or failure to act on the part of such director
occurring prior to such amendment or repeal. The provisions of this Article
8 shall not be deemed to limit or preclude indemnification of a director by
the Corporation for any liability which has not been eliminated by the
provisions of this Article 8.
The Company has obtained and maintains a policy for directors' and
officers' liability insurance. The policy is designed to protect the Company in
the event it is required to pay any amounts to its directors and officers as
indemnification against loss arising from certain civil claims, including
certain claims under the 1933 Act, which might be made against its directors and
officers by reason of any alleged "breach of duty,"
10
<PAGE> 16
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted, while acting in their respective capacities as
directors or officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ------------------------------------------------------------------------------------
<C> <S>
4.1 -- Articles of Incorporation of the Company, as amended (incorporated by reference
to Exhibit B to the Proxy Statement included as Exhibit No. 2 of the Company's
Registration Statement on Form 8-B, dated March 2, 1994, No. 1-6196).
4.2 -- By-Laws of the Company, as amended (incorporated by reference to Exhibit C to the
Proxy Statement included as Exhibit No. 2 of the Company's Registration Statement
on Form 8-B, dated March 2, 1994, No. 1-6196).
4.3 -- Specimen of certificate of the Company's Common Stock (incorporated by reference
to Exhibit No. 3.3 of the Company's Registration Statement on Form 8-B, dated
March 2, 1994, No. 1-6196).
5. -- Opinion of Martin C. Ruegsegger, Esq.
23.1 -- Consent of Martin C. Ruegsegger, Esq. (included in Exhibit 5).
23.2 -- Consent of Deloitte & Touche LLP.
24.1 -- Powers of Attorney.
</TABLE>
Pursuant to Item 8(b) of the rules pertaining to Form S-8, the Registrant
has submitted the Plan to the Internal Revenue Service (the "IRS") in a timely
manner and has made all changes required by the IRS in order to qualify the
Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
A. Post-Effective Amendments
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(ii) above do not apply if the registration statement is on Form
S-3 or Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration
Statement.
11
<PAGE> 17
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
of any of the securities being registered which remain unsold at the
termination of the offering.
B. Filings Incorporating Subsequent Documents by Reference
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Indemnification
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
12
<PAGE> 18
SIGNATURES
The Registrant. 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on the 18th
day of July, 1995.
PIEDMONT NATURAL GAS COMPANY, INC.
By: /s/ JOHN H. MAXHEIM
------------------------------------
John H. Maxheim
Chairman of the Board,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ----------------------------- ----------------
<C> <S> <C>
/s/ JOHN H. MAXHEIM Director, Chairman of the July 18, 1995
- --------------------------------------------- Board, President and Chief
John H. Maxheim Executive Officer
/s/ DAVID J. DZURICKY Senior Vice July 18, 1995
- --------------------------------------------- President -- Finance
David J. Dzuricky (Principal Financial
Officer)
/s/ BARRY L. GUY Vice President and Controller July 18, 1995
- --------------------------------------------- (Principal Accounting
Barry L. Guy Officer)
JERRY W. AMOS* Director July 18, 1995
- ---------------------------------------------
Jerry W. Amos
Director
- ---------------------------------------------
C.M. Butler III
SAM J. DIGIOVANNI* Director July 18, 1995
- ---------------------------------------------
Sam J. DiGiovanni
MURIEL W. HELMS* Director July 18, 1995
- ---------------------------------------------
Muriel W. Helms
JOHN F. MCNAIR III* Director July 18, 1995
- ---------------------------------------------
John F. McNair III
NED R. MCWHERTER* Director July 18, 1995
- ---------------------------------------------
Ned R. McWherter
</TABLE>
13
<PAGE> 19
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ----------------------------- ----------------
<C> <S> <C>
WALTER S. MONTGOMERY, JR.* Director July 18, 1995
- ---------------------------------------------
Walter S. Montgomery, Jr.
DONALD S. RUSSELL, JR.* Director July 18, 1995
- ---------------------------------------------
Donald S. Russell, Jr.
JOHN E. SIMKINS, JR.* Director July 18, 1995
- ---------------------------------------------
John E. Simkins, Jr.
*By: /s/ DAVID J. DZURICKY
- ---------------------------------------------
David J. Dzuricky
(Attorney-in-Fact)
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Charlotte, State of North Carolina, on July 18, 1995.
/s/ JOHN H. MAXHEIM Chairman, President and Chief July 18, 1995
- --------------------------------------------- Executive Officer
John H. Maxheim
/s/ RALPH P. STEWART Vice President -- Employee July 18, 1995
- --------------------------------------------- Relations
Ralph P. Stewart
/s/ KURT R. HOLLAR Director -- Benefits and Risk July 18, 1995
- --------------------------------------------- Management
Kurt R. Hollar
</TABLE>
14
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBITS PAGE
- ------ ------------------------------------------------------------------- ----------------
<C> <S> <C>
4.1 -- Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit B to the Proxy Statement
included as Exhibit No. 2 of the Company's Registration
Statement on Form 8-B, dated March 2, 1994, No. 1-6196).
4.2 -- By-Laws of the Company, as amended (incorporated by reference to
Exhibit C to the Proxy Statement included as Exhibit No. 2 of
the Company's Registration Statement on Form 8-B, dated March 2,
1994, No. 1-6196).
4.3 -- Specimen of certificate of the Company's Common Stock
(incorporated by reference to Exhibit No. 3.3 of the Company's
Registration Statement on Form 8-B, dated March 2, 1994, No.
1-6196).
5. -- Opinion of Martin C. Ruegsegger, Esq.
23.1 -- Consent of Martin C. Ruegsegger, Esq. (included in Exhibit 5).
23.2 -- Consent of Deloitte & Touche LLP.
24.1 -- Powers of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
July 18, 1995
Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211
Re: Registration Statement on Form S-8 filed on July 18, 1995 with respect
to the Offering of 300,000 Additional Shares of Common Stock Pursuant
to the Piedmont Natural Gas Company Employee Stock Purchase Plan
-----------------------------------------------------------------------
To the Company:
The undersigned attorney has acted as counsel to Piedmont Natural Gas
Company, Inc. (the "Company"), in connection with the registration by the
Company of 300,000 additional shares of Common Stock (the "Securities") for the
Company's Employee Stock Purchase Plan (the "Plan") as set forth in the
Registration Statement on Form S-8 (the "Registration Statement") which is being
filed on the date hereof with the Securities and Exchange Commission ("SEC") by
the Company pursuant to the Securities Act of 1933, as amended. The Securities
are to be issued pursuant to the terms and conditions of the Plan.
The undersigned is generally familiar with the corporate proceedings and
actions undertaken by the Company in connection with the proposed offering of
the Securities, and the undersigned has examined such of the Company's corporate
records and other documents as are deemed necessary to form a basis for the
opinion hereinafter expressed.
In the opinion of the undersigned, when the actions hereinbelow set forth
shall be taken, the Securities will have been duly and legally authorized and
issued, and will be fully paid and nonassessable: (1) the Registration Statement
shall have been filed with the SEC and shall have become effective; and (2) the
Securities shall have been appropriately issued and delivered to the agent under
the Plan for purchasers thereof and the consideration therefor shall have been
received by the Company.
The undersigned hereby consents to the use of this opinion as an exhibit to
the Registration Statement and in the Prospectus as the attorney who passed upon
the legality of the Securities and to the filing of a copy of this opinion as
Exhibit 23.1 to the Registration Statement. By giving the foregoing consent, the
undersigned does not admit that he is within the category of persons required to
give consents pursuant to Section 7 of the Securities Act of 1933, as amended.
Sincerely,
By: /s/ MARTIN C. RUEGSEGGER
------------------------------------
Martin C. Ruegsegger
Corporate Counsel and Corporate Secretary
Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211
704-364-3120
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Piedmont Natural Gas Company, Inc., on Form S-8 of our reports dated December
16, 1994, appearing in the Annual Report on Form 10-K of Piedmont Natural Gas
Company, Inc., for the year ended October 31, 1994, which is incorporated by
reference in the Registration Statement.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
July 18, 1995
<PAGE> 1
EXHIBIT 24.1(A)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 20th
day of June, 1995.
/s/ JERRY W. AMOS
-------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF ALAMANCE ss.:
This is to certify that before me personally came JERRY W. AMOS known to me
to be the individual described in and who executed the foregoing Power of
Attorney, and the undersigned Notary Public duly acknowledged that this person
executed this document, this 20th day of June, 1995.
/s/ SONYA L. CAVINESS
-------------------------------
Notary Public
My commission expires:
April 6, 1997
- ----------------------
<PAGE> 1
EXHIBIT 24.1(B)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 19th
day of June, 1995.
/s/ SAM J. DIGIOVANNI
---------------------------------
Director
STATE OF ILLINOIS
COUNTY OF WILL ss.:
This is to certify that before me personally came SAM J. DIGIOVANNI known
to me to be the individual described in and who executed the foregoing Power of
Attorney, and the undersigned Notary Public duly acknowledged that this person
executed this document, this 19th day of June, 1995.
/s/ SAMUEL JOHNSON
---------------------------------
Notary Public
My commission expires:
5/3/96
- ----------------------
<PAGE> 1
EXHIBIT 24.1(C)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 21st
day of June, 1995.
/s/ MURIEL W. HELMS
--------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG ss.:
This is to certify that before me personally came MURIEL W. HELMS known to
me to be the individual described in and who executed the foregoing Power of
Attorney, and the undersigned Notary Public duly acknowledged that this person
executed this document, this 21st day of June, 1995.
/s/ JAMES M. BARNETT
--------------------------------
Notary Public
My commission expires:
3/16/96
- ----------------------
<PAGE> 1
EXHIBIT 24.1(D)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 16th
day of June, 1995.
/s/ JOHN F. MCNAIR III
----------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF FORSYTH ss.:
This is to certify that before me personally came JOHN F. MCNAIR III known
to me to be the individual described in and who executed the foregoing Power of
Attorney, and the undersigned Notary Public duly acknowledged that this person
executed this document, this 16th day of June, 1995.
/s/ VICKI M. HAMPTON
----------------------------------
Notary Public
My commission expires:
October 23, 1999
- ----------------------
<PAGE> 1
EXHIBIT 24.1(E)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 21st
day of June, 1995.
/s/ NED R. MCWHERTER
--------------------------------
Director
STATE OF TENNESSEE
COUNTY OF WEAKLEY ss.:
This is to certify that before me personally came NED R. MCWHERTER known to
me to be the individual described in and who executed the foregoing Power of
Attorney, and the undersigned Notary Public duly acknowledged that this person
executed this document, this 21st day of June, 1995.
/s/ MADELYN B. PRITCHETT
--------------------------------
Notary Public
My commission expires:
January 25, 1997
- ----------------------
<PAGE> 1
EXHIBIT 24.1(F)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 16th
day of June, 1995.
/s/ W. S. MONTGOMERY, JR.
------------------------------------
Director
STATE OF SOUTH CAROLINA
COUNTY OF SPARTANBURG ss.:
This is to certify that before me personally came W. S. MONTGOMERY, JR.
known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 16th day of June, 1995.
/s/ PATRICIA J. TATE
------------------------------------
Notary Public
My commission expires:
March 31, 2002
- ----------------------
<PAGE> 1
EXHIBIT 24.1(G)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 16th
day of June, 1995.
/s/ DONALD S. RUSSELL
----------------------------------
Director
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND ss.:
This is to certify that before me personally came DONALD S. RUSSELL known
to me to be the individual described in and who executed the foregoing Power of
Attorney, and the undersigned Notary Public duly acknowledged that this person
executed this document, this 16th day of June, 1995.
/s/ KATHLEEN WILLIAMS
----------------------------------
Notary Public
My commission expires:
September 28, 2002
- ----------------------
<PAGE> 1
EXHIBIT 24.1(H)
PIEDMONT NATURAL GAS COMPANY. INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of an additional 300,000 shares of Common Stock of the Company for
the Employee Stock Purchase Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 20th
day of June, 1995.
/s/ JOHN E. SIMKINS, JR.
-----------------------------------
Director
STATE OF MARYLAND
COUNTY OF ANNE ARUNDEL ss.:
This is to certify that before me personally came JOHN E. SIMKINS, JR.
known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 20th day of June, 1995.
/s/ KATHERINE DINKO
-----------------------------------
Notary Public
My commission expires:
July 1, 1996
- ----------------------
