<PAGE> 1
PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424B2
(TO PROSPECTUS DATED MARCH 1, 1995) Registration No. 33-56425
1,500,000 SHARES
PIEDMONT NATURAL GAS COMPANY, INC.
COMMON STOCK
---------------------
On March 20, 1995, the last reported sale price of the Common Stock (the
"Shares") of Piedmont Natural Gas Company, Inc. (the "Company") on the New York
Stock Exchange was $20.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share................................... $20.00 $.78 $19.22
- -----------------------------------------------------------------------------------------------------------
Total(3).................................... $30,000,000 $1,170,000 $28,830,000
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company has agreed to indemnify the several Underwriters against certain
liabilities under the Securities Act of 1933. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated at $116,705.
(3) The Company has granted the several Underwriters an option to purchase up to
an additional 225,000 Shares to cover over-allotments. If all such Shares
are purchased, the total Price to Public, Underwriting Discount and
Proceeds to Company will be $34,500,000, $1,345,500 and $33,154,500,
respectively. See "Underwriting."
---------------------
The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval of certain
legal matters by counsel for the Underwriters. The Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the Shares will be made in New York,
New York on or about March 28, 1995.
---------------------
MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
EDWARD D. JONES & CO.
EQUITABLE SECURITIES CORPORATION
INTERSTATE/JOHNSON LANE
CORPORATION
SCOTT & STRINGFELLOW, INC.
---------------------
The date of this Prospectus Supplement is March 20, 1995.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
SUMMARY INFORMATION
The following material, which is presented herein solely to furnish limited
introductory information regarding the Company, has been selected from or is
based upon the detailed information and financial statements incorporated by
reference into this Prospectus Supplement and the accompanying Prospectus, is
qualified in its entirety by reference thereto, and, therefore, should be read
together therewith.
THE OFFERING
<TABLE>
<S> <C>
Company...................................... Piedmont Natural Gas Company, Inc.
Business..................................... Sale and distribution of natural gas
Service Area................................. Piedmont region of North Carolina and South
Carolina; metropolitan Nashville, Tennessee
area
Common Shares Offered........................ 1,500,000*
Common Shares to be Outstanding
After Offering............................. Approximately 28,300,000*
New York Stock Exchange Listing.............. Symbol: PNY
Fiscal Year 1995 Price Range
(through March 20, 1995)................... $18 to $20 1/4
Closing Sale Price on March 20, 1995......... $20
Book Value Per Share at January 31, 1995..... $12.29
Current Indicated Annual Dividend Per
Share...................................... $1.10
</TABLE>
- ---------------
* Assumes that the Underwriters' over-allotment option is not exercised.
S-2
<PAGE> 3
SELECTED FINANCIAL INFORMATION(1)
<TABLE>
<CAPTION>
TWELVE YEARS ENDED OCTOBER 31
MONTHS ENDED ----------------------------------
JANUARY 31, 1995 1994 1993 1992
---------------- -------- -------- --------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Margin......................................... $245,059 $234,779 $223,872 $206,133
Operating Revenues............................. $544,721 $575,354 $552,760 $459,902
Net Income..................................... $ 37,996 $ 35,506 $ 37,534 $ 35,310
Earnings Per Share of Common Stock............. $ 1.44 $ 1.35 $ 1.45 $ 1.39
Cash Dividends Declared Per Share of
Common Stock................................. $ 1.04 $ 1.025 $ .965 $ .91
Average Shares of Common Stock Outstanding..... 26,467 26,346 25,960 25,345
</TABLE>
<TABLE>
<CAPTION>
OCTOBER 31
----------------------------------
JANUARY 31, 1995 1994 1993 1992
---------------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total Assets................................... $962,536 $887,770 $796,453 $723,955
Long-Term Debt (less current maturities)....... $313,000 $313,000 $278,000 $231,300
</TABLE>
<TABLE>
<CAPTION>
JANUARY 31, 1995
-----------------------------------------
ACTUAL AS ADJUSTED(2)
------------------ ------------------
(IN THOUSANDS EXCEPT PERCENTAGES)
<S> <C> <C> <C> <C>
CAPITALIZATION:
Common Stock Equity................................. $329,167 51.3% $357,880 53.3%
Long-Term Debt...................................... 313,000 48.7% 313,000 46.7%
-------- ----- -------- -----
Total Capitalization........................... $642,167 100.0% $670,880 100.0%
======== ===== ======== =====
</TABLE>
- ---------------
(1) The Selected Financial Information for the years ended October 31, 1994,
1993 and 1992 was derived from audited financial statements. The Selected
Financial Information for the twelve months ended January 31, 1995, is
unaudited, but includes all adjustments which the management of the Company
considers necessary for a fair presentation of its results for the period.
(2) As adjusted to reflect the Proceeds to Company from the sale of the Common
Stock, after deducting estimated expenses payable by the Company. Assuming
the purchase by the Underwriters of the over-allotments, Common Stock
Equity and Total Capitalization, each as adjusted, would be $362,205,000
and $675,205,000, respectively.
S-3
<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'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.
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.
USE OF PROCEEDS
The net proceeds from the sale of the Common Stock offered hereby are
estimated to be $28,713,295 ($33,037,795 if the Underwriters' over-allotment
option is exercised in full) and 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. Short-term debt, which
was incurred principally to finance capital expenditures, is expected to be
approximately $5 million immediately prior to the issuance of the shares offered
hereby. At March 16, 1995, the weighted average interest rate on the Company's
outstanding short-term debt was 6.14%.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement"), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters, for whom 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. are acting as representatives (the
"Representatives"), has severally agreed to purchase the number of Shares set
forth opposite its name below. In the Underwriting Agreement, the several
Underwriters have agreed, subject to the terms and conditions set forth therein,
to purchase all the Shares offered hereby if any of the Shares are purchased. In
the event of default by an Underwriter, the Underwriting Agreement provides
that, in certain circumstances, purchase commitments of the nondefaulting
Underwriters may be increased or the Underwriting Agreement may be terminated.
<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
------------------------------------------------------------------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................... 265,000
A.G. Edwards & Sons, Inc. ......................................... 265,000
Edward D. Jones & Co. ............................................. 265,000
Equitable Securities Corporation................................... 135,000
Interstate/Johnson Lane Corporation................................ 135,000
Scott & Stringfellow, Inc. ........................................ 135,000
Dean Witter Reynolds Inc. ......................................... 75,000
PaineWebber Incorporated........................................... 75,000
J.J.B. Hilliard, W.L. Lyons, Inc. ................................. 50,000
Legg Mason Wood Walker, Incorporated............................... 50,000
Marion Bass Securities Corporation................................. 25,000
Edgar M. Norris & Co., Inc. ....................................... 25,000
----------------
Total................................................. 1,500,000
=============
</TABLE>
The Representatives of the Underwriters have advised the Company that they
propose initially to offer the Shares to the public at the public offering price
set forth on the cover page of this Prospectus Supplement, and to certain
dealers at such price less a concession not in excess of $.44 per share. The
Underwriters may allow, and such dealers may reallow, a discount not in excess
of $.10 per share on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.
The Company has granted the Underwriters an option exercisable for 30 days
after the date hereof to purchase up to 225,000 additional shares of Common
Stock to cover over-allotments, if any, at the initial public offering price,
less the underwriting discount. If the Underwriters exercise this option, each
of the Underwriters will have a firm commitment, subject to certain conditions,
to purchase approximately the same percentage thereof which the number of shares
of Common Stock to be purchased by it shown in the foregoing table is of the
1,500,000 shares of Common Stock initially offered hereby.
In the Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.
S-4
<PAGE> 5
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 March 1, 1995.
<PAGE> 6
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> 7
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> 8
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> 9
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> 10
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> 11
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> 12
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary Information.................... S-2
Selected Financial Information......... S-3
The Company............................ S-4
Use of Proceeds........................ S-4
Underwriting........................... S-4
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Use of Proceeds........................ 3
Description of Common Stock............ 4
Plan of Distribution................... 6
Legal Matters.......................... 6
Experts................................ 7
</TABLE>
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1,500,000 SHARES
PIEDMONT NATURAL GAS
COMPANY, INC.
COMMON STOCK
-----------------------------
PROSPECTUS SUPPLEMENT
-----------------------------
MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
EDWARD D. JONES & CO.
EQUITABLE SECURITIES CORPORATION
INTERSTATE/JOHNSON LANE
CORPORATION
SCOTT & STRINGFELLOW, INC.
MARCH 20, 1995
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