<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 27, 1995
REGISTRATION NO. 33-56425
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
PIEDMONT NATURAL GAS COMPANY, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
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, NC 28233
(704) 364-3120
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOHN H. MAXHEIM
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PIEDMONT NATURAL GAS COMPANY, INC.
1915 REXFORD ROAD
CHARLOTTE, NC 28211
(704) 364-3120
(Name, address, including zip code, and telephone numbers,
including area code, of agent for service)
---------------------
WITH COPIES TO:
<TABLE>
<S> <C>
JERRY W. AMOS, ESQ. ARNOLD H. TRACY, ESQ.
AMOS & JEFFRIES, L.L.P. MUDGE ROSE GUTHRIE ALEXANDER & FERDON
SUITE 1230 180 MAIDEN LANE
230 NORTH ELM STREET NEW YORK, NEW YORK 10038
GREENSBORO, NORTH CAROLINA 27401 (212) 510-7400
(910) 273-5569
</TABLE>
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions and other factors.
If the only securities being registered on this Form S-3 are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form S-3 are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box. /X/
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY
NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
FEBRUARY 27, 1995
PROSPECTUS
PIEDMONT NATURAL GAS COMPANY, INC.
1,725,000 SHARES
COMMON STOCK
(NO PAR VALUE)
---------------------
Piedmont Natural Gas Company, Inc. (the "Company"), intends to offer and
issue from time to time up to 1,725,000 shares of its common stock, no par value
("Common Stock"). The Common Stock may be offered at prices and on terms to be
determined when an agreement to sell is made or at the time or times of sale, as
the case may be, and set forth in one or more supplements to this Prospectus
(each, a "Prospectus Supplement"). The number of shares, initial public offering
price and any other terms in connection with the offering and sale of the Common
Stock will be set forth in an applicable Prospectus Supplement accompanying this
Prospectus.
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "PNY."
The Common Stock may be offered and sold to or through Merrill Lynch,
Pierce, Fenner & Smith Incorporated, A.G. Edwards & Sons, Inc., Edward D. Jones
& Co., Equitable Securities Corporation, Interstate/Johnson Lane Corporation,
Scott & Stringfellow, Inc., and/or other underwriters, dealers or agents as
designated from time to time, or through a combination of such methods, and also
may be offered and sold directly by the Company. See "Plan of Distribution." The
names of any underwriters, dealers or agents involved in the offering and sale
of the Common Stock and any applicable fees, commissions or discounts will be
set forth in the corresponding Prospectus Supplement. The net proceeds to the
Company from such sale also will be set forth in such Prospectus Supplement.
This Prospectus may not be used to consummate sales of Common Stock unless
accompanied by a Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1995.
<PAGE> 3
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 can 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 office 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-3, 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"). Reference is made to
such Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the Common Stock offered hereby.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Company with the
Commission pursuant to Section 13 of the 1934 Act, are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the fiscal year ended October 31,
1994; and
(b) Current Report on Form 8-K filed on February 27, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of the filing of such documents. The documents incorporated or deemed
to be incorporated herein by reference are sometimes hereinafter called the
"Incorporated Documents." Any statement contained herein or in an Incorporated
Document shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, in the accompanying
Prospectus Supplement or in any subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The information relating to the Company contained in this Prospectus does
not purport to be comprehensive and is based upon information contained in the
Incorporated Documents. Accordingly, the information contained herein should be
read together with the information contained in the Incorporated Documents.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED
DOCUMENTS (OTHER THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, PIEDMONT NATURAL GAS
COMPANY, INC., 1915 REXFORD ROAD, POST OFFICE BOX 33068, CHARLOTTE, NORTH
CAROLINA 28233; TELEPHONE NUMBER (704) 364-3120.
2
<PAGE> 4
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 was incorporated in
1993 under the laws of the State of North Carolina under the name "PNG
Acquisition Company" for the purpose of changing the state of incorporation of
Piedmont Natural Gas Company, Inc., a New York corporation ("Old Piedmont"),
from New York to North Carolina, and has succeeded to all assets, rights,
liabilities and obligations of Old Piedmont as a result of the merger of Old
Piedmont with and into the Company effective as of March 1, 1994. The Company,
as the surviving corporation in the merger, changed its name immediately
following the effective time of the merger to "Piedmont Natural Gas Company,
Inc."
The principal executive offices of the Company 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.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, the net
proceeds from the sale of the Common Stock will be used for general corporate
purposes, including construction of additional facilities, the repayment of
short-term debt and working capital needs. Pending such use, the Company may
temporarily invest the net proceeds in investment grade securities. The Company
may, from time to time, engage in additional capital financings of a character
and in amounts to be determined by the Company in light of its needs at such
time or times and in light of prevailing market conditions.
3
<PAGE> 5
DESCRIPTION OF COMMON STOCK
The information set forth below is qualified in its entirety by reference
to the Articles of Incorporation of the Company which are incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part.
The Articles of Incorporation authorize 50,000,000 shares of Common Stock
without par value and 175,000 shares of Preferred Stock without par value. The
Board of Directors has authority to establish one or more series of Preferred
Stock and has broad authority to fix and determine the designations,
preferences, limitations and relative rights (including conversion rights) of
each such series and to determine all variations between series. No shares of
Preferred Stock are presently outstanding.
Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders, including election of
directors. Under North Carolina law, the election of directors requires a
plurality of the votes cast in such election. Shareholders do not have
cumulative voting rights with respect to election of directors. The Company's
Articles of Incorporation requires the affirmative vote of a super majority of
the outstanding shares of the Company's voting stock to approve certain
transactions and to take certain other action. See "Special Charter Provisions
Relating to Voting Rights" below.
Subject to any preferences that may be applicable to any shares of
Preferred Stock hereafter issued from time to time, holders of Common Stock are
entitled to receive ratably such dividends as may be declared from time to time
by the Company's Board of Directors out of funds legally available therefor.
Some of the agreements under which the Company's long-term debt was issued
contain provisions which restrict the amount of cash dividends that may be paid
on Common Stock. Under the most restrictive of these provisions, all of the
Company's retained earnings were free of such restrictions at January 31, 1995.
The holders of Common Stock are entitled, after satisfaction of the
preferential rights of Preferred Stock, to share pro rata in the net assets of
the Company available for distribution to shareholders in the event of the
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the Company. Holders of Common Stock have no
preemptive rights to subscribe to any securities of the Company and have no
rights to convert their Common Stock into any other securities. There are no
redemption provisions with respect to any shares of Common Stock. All of the
outstanding shares of Common Stock are, and the Common Stock offered hereby will
be, upon issuance against full payment of the purchase price therefor, fully
paid and nonassessable.
SPECIAL CHARTER PROVISIONS RELATING TO VOTING RIGHTS
The Articles of Incorporation and By-Laws contain certain provisions which
could have the effect of delaying, deferring or preventing a change in control
of the Company. These provisions (1) classify the Board of Directors into three
classes, as nearly equal in number as possible, each of which serves for three
years, with one class elected each year, (2) authorize the Board of Directors to
fix the number of Directors and provide that the number may be changed only by
(a) the affirmative vote of 80% of the outstanding shares entitled to vote in
the election of Directors or (b) a majority of the entire Board of Directors,
(3) with certain exceptions, require that nominations for Directors for election
at a shareholders' meeting be made at least 60 days prior to the date fixed for
the meeting, (4) permit the Board of Directors to fill vacancies in the Board of
Directors, (5) provide that Directors may be removed for cause only by the
affirmative vote of 80% of the outstanding shares entitled to vote in the
election of Directors, (6) provide that the By-Laws of the Company may be
amended only by (a) the affirmative vote of 80% of the outstanding shares
entitled to vote in the election of Directors or (b) by the Board of Directors,
(7) provide that the affirmative vote of 80% of the outstanding shares entitled
to vote in the election of Directors is required to amend, alter, change or
repeal Article 6 of the Company's Articles of Incorporation (relating to the
classified Board of Directors) or to adopt provisions inconsistent therewith,
and (8) provide that special meetings of shareholders may be called by the
Directors or by the Company's Secretary upon the request of the holders of 80%
of the outstanding shares entitled to vote in the election of Directors.
4
<PAGE> 6
The Company's Articles of Incorporation also contain certain provisions
applicable to any "Business Combination," defined to include any merger,
consolidation, lease, sale or disposition of assets or certain other business
transactions by the Company or any subsidiary of the Company involving an
"interested shareholder" (defined in the Articles of Incorporation as any person
that is or has announced an intention to become the beneficial owner of ten
percent or more of the Company's voting stock and certain defined affiliates) or
an affiliate or associate of an interested shareholder and that, together with
all such other arrangements, has an aggregate fair market value and/or involves
aggregate commitments of $10,000,000 or more or more than five percent of the
Company's total assets or shareholders' equity as reflected on the Company's
most recent fiscal year-end consolidated balance sheet. The Articles of
Incorporation require the affirmative vote of not less than 66 2/3% of the
voting stock of the Company, voting together as a single class, excluding any
voting stock held by an interested shareholder, with respect to all Business
Combinations involving the interested shareholder unless (1) the transaction is
approved by the Company's Board of Directors prior to the date on which
directors not affiliated with the interested shareholder and who were directors
prior to the time the interested shareholder acquired such status ("Continuing
Directors") comprise less than a majority of the Board of Directors, and (2) if
the Business Combination involves payment of consideration to shareholders,
certain minimum price and disclosure requirements are satisfied as to all
shareholders, and there has been no major change in the business or equity
capital structure of the Company or any change or reduction in the payment of
dividends since the date the interested shareholder acquired such status.
To meet the minimum price criteria, the shareholders must receive
consideration or retain value per share after the transaction which is not less
than the highest price per share paid by the interested shareholder in the
transaction or within two years preceding the announcement date of the
transaction, or the fair market value per share of Common Stock on the date the
transaction is announced or the date on which the interested shareholder
acquired such status, whichever is higher. The minimum price provisions must be
met with respect to every class or series of the Company's outstanding capital
stock, whether or not the interested shareholder has previously acquired shares
of any particular class or series.
The Company's Articles of Incorporation require the same 66 2/3%
shareholder approval to amend or repeal the foregoing provisions or to adopt any
provision inconsistent with such provisions unless the change is proposed by the
Board of Directors prior to the date on which Continuing Directors comprise less
than a majority of the Board.
North Carolina Anti-Takeover Statutes. The Company's Articles of
Incorporation contain language to "opt out" of the provisions of two North
Carolina anti-takeover statutes which, under the North Carolina Business
Corporation Act, would otherwise apply to the Company. The first of these
statutes, called the "North Carolina Shareholder Protection Act," requires that
any business combination (as defined therein) between a corporation and any 20%
shareholder be approved by 95% percent of the corporation's voting shares. Under
the second statute, called the "North Carolina Control Share Acquisition Act,"
control shares of a corporation that are acquired in a "control share
acquisition" (as defined in the statute) have no voting rights unless such
rights are granted by resolution adopted by a majority of the corporation's
shareholders, and in the event such voting rights were to be granted, all other
shareholders would have the right to have their shares in the corporation
redeemed at their fair value, subject to certain restrictions. Because
application of these statutes to the Company would create material conflicts
with its existing charter provisions regarding Business Combinations, the
Company's charter includes provisions stating that neither of these statutes
will apply to the Company.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Wachovia Bank of
North Carolina, N.A., Winston-Salem, North Carolina.
5
<PAGE> 7
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time in one or
more transactions (i) to or through Merrill Lynch, Pierce, Fenner & Smith
Incorporated, A.G. Edwards & Sons, Inc., Edward D. Jones & Co., Equitable
Securities Corporation, Interstate/Johnson Lane Corporation, and Scott &
Stringfellow, Inc., and/or such other underwriters, underwriting syndicates or
dealers designated at the time of sale; (ii) through agents designated from time
to time; or (iii) directly by the Company. The applicable Prospectus Supplement
will set forth the terms of the offering of the Common Stock, including the name
or names of any other underwriters, agents or dealers, the initial public
offering price of such Common Stock and the proceeds to the Company from such
sales, any underwriting discounts, commissions, agency fees and other items
constituting underwriters' or agents' compensation, and any discounts or
concessions to be allowed or reallowed or paid to dealers.
If underwriters are used in the sale, the Common Stock will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Such Common
Stock may be offered to the public either through the underwriters named above,
underwriting syndicates represented by managing underwriters or by such other
underwriters without a syndicate, all of which underwriters in either case will
be designated in the Prospectus Supplement corresponding to such offering.
Unless otherwise set forth in the applicable Prospectus Supplement, under the
terms of the underwriting agreement, the obligations of the underwriters to
purchase such Common Stock will be subject to certain conditions precedent, and
the underwriters will be obligated to purchase all of the shares of Common Stock
offered if any are purchased.
The Common Stock may be offered and sold directly by the Company or through
agents designated by the Company from time to time upon the terms and conditions
as shall be set forth in the Prospectus Supplement relating thereto. Any agent
participating in the offer or sale of the Common Stock may be deemed to be an
"underwriter," as that term is defined in the 1933 Act of the Common Stock so
offered and sold.
The Common Stock also may be sold to dealers at the applicable price to the
public set forth in the Prospectus Supplement relating to such Common Stock.
Such dealers may be deemed to be "underwriters" within the meaning of the 1933
Act. Any initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
Underwriters, dealers and agents may be entitled, under agreements which
may be entered into with the Company, to indemnification by the Company against
certain civil liabilities, including liabilities under the 1933 Act, or
contribution from the Company to payments which the underwriters, dealers or
agents may be required to make in respect thereof. Underwriters, dealers and
agents may engage in transactions with, or perform services for, or be customers
of, the Company in the ordinary course of business.
Any Common Stock sold pursuant to a Prospectus Supplement will be listed on
the New York Stock Exchange, subject to notice of issuance.
LEGAL MATTERS
The legality of the Common Stock will be passed upon for the Company by
Amos & Jeffries, L.L.P., P.O. Box 787, Greensboro, North Carolina 27402. Jerry
W. Amos, a partner in that law firm and General Counsel to and a Director of the
Company, beneficially owned 42,757 shares of the Company's Common Stock as of
January 31, 1995.
Certain legal matters in connection with the issuance of the Common Stock
will be passed upon for any underwriters or agents by Mudge Rose Guthrie
Alexander & Ferdon, 180 Maiden Lane, New York, New York 10038.
6
<PAGE> 8
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended October 31, 1994, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm, given upon their authority as experts in auditing
and accounting.
7
<PAGE> 9
PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. LIST OF EXHIBITS.
<TABLE>
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1.1 Form of Underwriting Agreement.*
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).
5.1 Opinion of Amos & Jeffries, L.L.P. regarding legality of the shares of Common
Stock being registered.
23.1 Consent of Amos & Jeffries, L.L.P. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent.
24.1 Powers of Attorney.*
</TABLE>
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* Previously filed.
II-1
<PAGE> 10
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 Amendment No. 1 to
Registration Statement No. 33-56425 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charlotte, State of North
Carolina, on the 27th day of February, 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 Amendment
No. 1 to Registration Statement No. 33-56425 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 February 27, 1995
- --------------------------------------------- the Board, President
John H. Maxheim and Chief Executive
Officer
/s/ TED C. COBLE Vice President, February 27, 1995
- --------------------------------------------- Treasurer and
Ted C. Coble Assistant Secretary
(Principal Financial
Officer)
/s/ BARRY L. GUY Vice President and February 27, 1995
- --------------------------------------------- Controller (Principal
Barry L. Guy Accounting Officer)
/s/ JERRY W. AMOS* Director February 27, 1995
- ---------------------------------------------
Jerry W. Amos
/s/ C.M. BUTLER III* Director February 27, 1995
- ---------------------------------------------
C.M. Butler III
/s/ SAM J. DIGIOVANNI* Director February 27, 1995
- ---------------------------------------------
Sam J. DiGiovanni
/s/ MURIEL W. HELMS* Director February 27, 1995
- ---------------------------------------------
Muriel W. Helms
/s/ JOHN F. MCNAIR III* Director February 27, 1995
- ---------------------------------------------
John F. McNair III
</TABLE>
II-2
<PAGE> 11
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- --------------------------------------------- ------------------------ ---------------------
<C> <S> <C>
/s/ WALTER S. MONTGOMERY, JR.* Director February 27, 1995
- ---------------------------------------------
Walter S. Montgomery, Jr.
/s/ DONALD S. RUSSELL, JR.* Director February 27, 1995
- ---------------------------------------------
Donald S. Russell, Jr.
/s/ JOHN E. SIMKINS, JR.* Director February 27, 1995
- ---------------------------------------------
John E. Simkins, Jr.
*By: /s/ E. C. HINSON
- ---------------------------------------------
E. C. Hinson
(Attorney-in-Fact)
</TABLE>
II-3
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
- ------ ------------------------------------------------------------------------ -------------
<C> <S> <C>
1.1 Form of Underwriting Agreement.*
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).
5.1 Opinion of Amos & Jeffries, L.L.P. regarding legality of the shares of
Common Stock being registered.
23.1 Consent of Amos & Jeffries, L.L.P. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent.
24.1 Powers of Attorney.*
</TABLE>
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* Previously filed.
<PAGE> 1
EXHIBIT 5.1
AMOS & JEFFRIES, L.L.P.
ATTORNEYS AND COUNSELLORS AT LAW
TELEPHONE: (910) 273-5569 1230 RENAISSANCE PLAZA FACSIMILE: (910) 273-2435
230 NORTH ELM STREET
POST OFFICE BOX 787
GREENSBORO, NORTH CAROLINA 27402
February 27, 1995
Piedmont Natural Gas Company, Inc.
Post Office Box 33068
Charlotte, North Carolina 28233
Gentlemen:
We have acted as your counsel in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement"). The
Registration Statement relates to the public offering of up to 1,725,000
additional shares of the Company's Common Stock, no par value (the "New Common
Stock"). The New Common Stock is to be offered to the public from time to time
in one or more transactions (i) to or through Merrill Lynch, Pierce, Fenner &
Smith Incorporated, A.G. Edwards & Sons, Inc., Edward D. Jones & Co., Equitable
Securities Corporation, Interstate/Johnson Lane Corporation, Scott &
Stringfellow, Inc., and Dean Witter Reynolds Inc. and other such underwriters,
underwriting syndicates or dealers designated at the time of sale, (ii) through
agents designated from time to time, or (iii) directly by the Company.
We are generally familiar with the corporate proceedings taken by the
Company in connection with the proposed offering of the New Common Stock, and we
have examined such corporate records of the Company and other documents as we
have deemed necessary to form a basis for the opinion hereinafter expressed.
In our opinion, when the action hereinbelow set forth shall have been
taken, the New Common Stock will have been duly and legally authorized and
issued and will be fully paid and nonassessable:
(1) The Securities and Exchange Commission shall have entered an
appropriate order declaring effective the Registration Statement,
(2) An appropriate supplement to the Prospectus contained in the
Registration Statement shall have been duly filed with the Commission,
and
(3) The New Common Stock shall have been appropriately issued and delivered
to the purchasers thereof and the consideration therefor shall have been
received by the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm contained under the
caption "Legal Matters" in the prospectus which is a part of the Registration
Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933.
Yours very truly,
/s/ JERRY W. AMOS
Jerry W. Amos
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-56425 of Piedmont Natural Gas Company, Inc. on
Form S-3 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 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
February 27, 1995
