<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1995
REGISTRATION NO. 33-52639
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE 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 incorporation (I.R.S. Employer Identification No.)
or organization)
</TABLE>
1915 REXFORD ROAD
CHARLOTTE, NC 28211
(704) 364-3120
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MARTIN C. RUEGSEGGER
CORPORATE COUNSEL AND SECRETARY
PIEDMONT NATURAL GAS COMPANY, INC.
1915 REXFORD ROAD
CHARLOTTE, NC 28211
(704) 364-3120
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
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. /X/
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, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock no par value per
share...................... * * * *
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</TABLE>
* No additional shares are being registered at this time. The Dividend
Reinvestment and Stock Purchase Plan (the "Plan") of Piedmont Natural Gas
Company, Inc., currently has 275,441 shares that have been previously
registered but not sold under the Plan as of November 3, 1995. The purpose of
this filing is to amend the Plan to allow investors to purchase their initial
shares of the Company's Common Stock directly through the Plan.
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<PAGE> 2
PIEDMONT NATURAL GAS COMPANY, INC.
CROSS REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K
SHOWING LOCATION IN THE PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF FORM S-3
<TABLE>
<CAPTION>
FORM S-3 ITEM NUMBER PROSPECTUS CAPTION OR LOCATION
------------------------------------------- -------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus... Cover
2. Inside Front Cover and Outside Back Cover
Pages of Prospectus...................... Cover; Available Information; Incorporation
of Certain Documents by Reference
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............. Available Information; The Company
4. Use of Proceeds............................ Use of Proceeds
5. Determination of Offering Price............ Not Applicable
6. Dilution................................... Not Applicable
7. Selling Security Holders................... Not Applicable
8. Plan of Distribution....................... Cover; Description of the Plan
9. Description of Securities to be
Registered............................... Cover; Description of Common Stock
10. Interests of Named Experts and Counsel..... Legal Opinions
11. Material Changes........................... Not Applicable
12. Incorporation of Certain Information by
Reference................................ Incorporation of Certain Documents by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. Not Applicable
</TABLE>
<PAGE> 3
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.
PROSPECTUS
- --------------------
PIEDMONT NATURAL GAS COMPANY, INC.
COMMON STOCK
(NO PAR VALUE PER SHARE)
OFFERED AS SET FORTH HEREIN
PURSUANT TO
PIEDMONT NATURAL GAS COMPANY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
---------------------
Piedmont Natural Gas Company, Inc. (the "Company"), hereby offers to the
general public the opportunity to purchase shares of common stock, no par value
per share (the "Common Stock"), under the Company's Dividend Reinvestment and
Stock Purchase Plan (the "Plan"). Furthermore, holders of Common Stock are
offered the opportunity to purchase additional shares of Common Stock under the
Plan by having such cash dividends as are declared and paid automatically
reinvested or, in lieu thereof or in addition thereto, by making cash payments.
No brokerage commission, fees or service charges are paid by initial investors
of the Company's Common Stock (the "Initial Investors") or participants in the
Plan (the "Participants") in connection with purchases of shares of Common Stock
for their accounts under the Plan.
Initial Investors may purchase shares of Common Stock of the Company by
making cash payments of not less than $250 or more than $3,000. Participants may
purchase additional shares of Common Stock by (i) having all or part of the cash
dividends on their shares of Common Stock automatically reinvested, or (ii) by
receiving directly, as usual, their cash dividends, if and when declared, on
shares of Common Stock registered in their names and investing in the Plan by
making cash payments of not less than $25 per payment or more than $3,000 per
month ("optional cash payments"), or (iii) by investing both their cash
dividends and such optional cash payments.
The price per share acquired under the Plan with reinvested dividends is
95% of the mean of the high and low sales prices of the Common Stock reflected
in the New York Stock Exchange Composite Transactions (the "NYSE Composite
Transactions") on the pertinent dividend payment date. The price per share
acquired under the Plan by Initial Investors and Participants with optional cash
payments is 100% of the mean of the high and low sales prices in the NYSE
Composite Transactions on the monthly Investment Date. These prices will be
determined on the Investment Date as subsequently reported in the Wall Street
Journal. Both the dividend payment date and the monthly investment date are
referred to herein as the "Investment Date."
Initial Investors or current shareholders who do not presently participate
in the Plan may become participants by completing an Authorization Card and
returning it to Wachovia Bank of North Carolina, N.A. (the "Bank"). SHAREHOLDERS
WHO DO NOT WISH TO PARTICIPATE IN THE PLAN NEED DO NOTHING AND WILL CONTINUE TO
RECEIVE THEIR CASH DIVIDENDS, IF AND WHEN DECLARED, AS USUAL. SHAREHOLDERS WHO
PRESENTLY PARTICIPATE IN THE PLAN DO NOT NEED TO TAKE ANY FURTHER ACTION TO
CONTINUE PARTICIPATION IN THE PLAN.
This Prospectus relates to 1,000,000 authorized shares of Common Stock that
have been previously registered for offer and sale on March 11, 1994, of which
275,441 shares have not been sold as of November 3, 1995. It is suggested that
this Prospectus be retained for future reference.
---------------------
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.
---------------------
The date of this Prospectus is November 3, 1995.
<PAGE> 4
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 (the "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-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"). 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
Secretary (704-364-3120).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information, previously filed by the Company
with the Commission pursuant to the 1933 Act or the 1934 Act, are incorporated
by reference in this Prospectus and shall be deemed to be a part hereof:
1. 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;
2. The Company's definitive Proxy Statement, dated January 25, 1995, filed
pursuant to Section 14 of the 1934 Act in connection with its Annual
Meeting of Shareholders on February 24, 1995; and
3. The Company's Quarterly Report on Form 10-Q for the quarter ended July
31, 1995, filed pursuant to Section 13 of the 1934 Act.
All reports and any definitive proxy or information statements 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 termination
of the offering of Common Stock made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be made a part hereof from the date of
the filing of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
of this Prospectus, except as so modified or superseded.
ANY PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, MAY OBTAIN WITHOUT CHARGE A COPY OF
ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN INCORPORATED BY
REFERENCE IN THIS PROSPECTUS (OTHER THAN EXHIBITS THERETO UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO MARTIN C. RUEGSEGGER, CORPORATE COUNSEL AND
SECRETARY, PIEDMONT NATURAL GAS COMPANY, INC., 1915 REXFORD ROAD, POST OFFICE
BOX 33068, CHARLOTTE, NORTH CAROLINA 28233 (TELEPHONE 704-364-3120).
2
<PAGE> 5
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 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
The Plan provides Initial Investors with the opportunity to purchase shares
of the Company's Common Stock and allows existing shareholders a convenient
method to purchase additional shares of Common Stock through automatic
reinvestment of cash dividends, optional cash payments or both. There are no
brokerage commissions or service charges on any purchases of shares made through
the Plan.
In 1981, the Company commenced the Plan which replaced the former Dividend
Reinvestment Service. The following is a history of activity in the Plan.
<TABLE>
<CAPTION>
NUMBER OF
PROSPECTUS DATE SHARES DESCRIPTION
- -------------------- --------- -------------------------------------------------------
<S> <C> <C>
December 2, 1981.... 600,000 Provided a discount of 5% on the purchase price for
shares purchased with reinvested dividends or optional
cash payments and described the federal income tax
treatment of dividends reinvested under the Plan which
permitted the exclusion from income of certain
dividends reinvested in the stock of a "qualified
public utility."
November 30, 1983... 600,000 Substituted Wachovia Bank of North Carolina, N.A. (the
"Bank"), for the previous administrator of the Plan.
October 17, 1984.... * Deleted the provision from the Plan which offered a
discount on shares purchased with optional cash
payments.
March 20, 1985...... 600,000 No new provisions.
February 10, 1986... ** Described the federal income tax treatment of dividends
reinvested under the Plan following the expiration of
the provision which permitted the "qualified public
utility" exclusion from income noted above.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NUMBER OF
PROSPECTUS DATE SHARES DESCRIPTION
- -------------------- --------- -------------------------------------------------------
<S> <C> <C>
October 15, 1987.... 300,000 Described the federal income tax treatment of dividends
reinvested under the Plan following the passage of the
Tax Reform Act of 1986 and the feature allowing stock
certificates to be deposited with the agent for credit
under the Plan.
October 14, 1988.... 700,000 No new provisions.
February 20, 1991... 1,000,000 Provided changes permitting optional cash payments of
not less than $25 per payment or more than $3,000 per
month, rather than the previous maximum amount of
$3,000 per quarter, provided for purchases of shares
with optional cash payments monthly, rather than
quarterly, and provided for an automatic bank draft
service for optional cash payments.
March 11, 1994...... 1,000,000 No new provisions.
</TABLE>
- ---------------
* Amendment Number 1 to the Prospectus dated November 30, 1983, no additional
shares.
** Appendix Number 1 to the Prospectus dated March 20, 1985, no additional
shares.
Note -- The number of shares shown above has been restated to reflect a
two-for-one common stock split effective in 1986 and a two-for-one common
stock split effective in 1993.
Initial Investors who are not currently shareholders, but who wish to
purchase shares of Common Stock through the Plan, may become Participants by
completing an Authorization Card and returning it to the Company or the Bank in
the manner set forth in the answer to Question 5. Shareholders who do not
presently participate in the Plan may become Participants by completing an
Authorization Card and returning it to the Bank in the manner set forth in the
answer to Question 5. SHAREHOLDERS WHO PRESENTLY PARTICIPATE IN THE PLAN AND
WISH TO CONTINUE SUCH PARTICIPATION DO NOT NEED TO COMPLETE AN AUTHORIZATION
CARD OR TAKE ANY OTHER ACTION. SHAREHOLDERS WHO DO NOT WISH TO PARTICIPATE IN
THE PLAN NEED DO NOTHING AND WILL CONTINUE TO RECEIVE CASH DIVIDENDS, IF AND
WHEN DECLARED, AS USUAL.
The following questions and answers generally describe the provisions of
the Plan.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to allow existing shareholders and investors
with an easy and convenient method of acquiring shares of Common Stock of the
Company. Investors can purchase Common Stock without payment of any brokerage
commissions, fees or service charges. In addition, existing shareholders can
purchase additional shares of stock by investing cash dividends and by making
optional cash payments without payment of any brokerage commissions, fees or
service charges. Beneficial owners of shares of Common Stock whose shares are
registered in names other than their own can have their cash dividends
reinvested at a discounted purchase price by requesting their nominees or other
holders of record to participate in the Plan on their behalf. Purchases of
shares of Common Stock either initially or with optional cash payments are not
on a discounted basis. (See Question 14.) Since the shares of Common Stock
purchased under the Plan are acquired from the Company, the Company receives
additional funds for its continuing construction program and for general
corporate purposes.
ADVANTAGES
2. What are the advantages of the Plan?
Initial Investors can purchase, through the Plan, shares of Common Stock by
making a cash payment of not less than $250 or more than $3,000. Existing
shareholders may purchase additional shares of Common Stock by (i) having all or
part of the cash dividends on their shares of Common Stock automatically
reinvested, or (ii) by receiving directly, as usual, their cash dividends, if
and when declared, on shares of
4
<PAGE> 7
Common Stock registered in their names and investing in the Plan by making cash
payments of not less than $25 per payment or more than $3,000 per month
("optional cash payments"), or (iii) by investing both their cash dividends and
such optional cash payments. Shares purchased with reinvested cash dividends are
purchased at a discount. (See Question 14.)
No brokerage commissions, fees or service charges are paid by an Initial
Investor or a Participant in connection with the purchase of shares of Common
Stock under the Plan. The Bank, the administering agent of the Plan, assures
safekeeping of shares of Common Stock credited to a Plan account and provides
regular statements of such account. Therefore, shareholders avoid the cumbersome
safekeeping of certificates of shares of Common Stock credited to their Plan
accounts.
ADMINISTRATION
3. Who administers the Plan for Participants?
The Bank has been designated by the Company as its agent to administer the
Plan, maintain records, send regular statements of account to Participants and
to Initial Investors and perform other duties relating to the Plan. Shares of
Common Stock purchased under the Plan are held by the Bank as agent for
Participants and registered in the name of the Bank or its nominee. If a
Participant desires to hold their shares personally, upon request, the Bank will
issue a stock certificate in the name of the shareholder(s). The Bank also
serves as Transfer Agent for the Common Stock. Should the Bank resign, or be
asked to resign, another agent will be asked to serve.
All communications regarding the Plan should be sent to the Bank addressed
as follows:
Wachovia Bank of North Carolina, N.A.
Corporate Trust Department
Dividend Reinvestment Section
Post Office Box 3001
Winston-Salem, North Carolina 27102
Initial Investors or existing shareholders should mention the Company in
their correspondence and, if applicable, furnish Plan account numbers. Inquiries
may be made to the Bank by telephone at 1-800-633-4236.
PARTICIPATION
4. Who is eligible to participate?
All individuals, corporations, partnerships, other business associations,
and holders of record of shares of Common Stock are eligible to participate in
the Plan. In order to be eligible to participate, beneficial owners of shares of
Common Stock whose shares are registered in names other than their own (for
example, shares registered in the name of a broker or a bank nominee) must
become holders of record by having all or a portion of those shares transferred
into their names. Or, they can request such nominees or other holders of record
to participate in the Plan on their behalf.
5. How does an Initial Investor or eligible shareholder become a Participant?
An Initial Investor or an eligible shareholder may join the Plan at any
time by completing an Authorization Card and returning it to the Bank. An
Authorization Card may be obtained by contacting the Bank or by contacting the
Company as follows:
Piedmont Natural Gas Company, Inc.
Attention: Corporate Counsel and Secretary
Post Office Box 33068
Charlotte, North Carolina 28233
Telephone: 1-800-532-0462 (within North Carolina)
1-800-438-8410 (all other states)
5
<PAGE> 8
6. When do investments begin through the Plan?
Dividend payment dates ordinarily occur on or about the 15th day of
January, April, July and October. The record date for determining shareholders
who are eligible to receive dividends normally precedes the dividend payment
date by about three weeks.
If an Authorization Card specifying reinvestment of dividends is received
by the Bank at least five business days before the record date of a dividend
payment, reinvestment commences with that dividend payment. If the Authorization
Card is received after that date, reinvestment of dividends through the Plan
begins with the dividend payment following the next record date.
Initial investments and optional cash payments by Participants are invested
as specified in Question 12.
7. What does the Authorization Card provide?
The Authorization Card provides for the purchase of shares of Common Stock
through the following options:
(a) Full Dividend Reinvestment. If the "Full Dividend Reinvestment"
box is checked, the Bank will apply all of a Participant's cash dividends
on shares of Common Stock registered in the Participant's name, as well as
on all shares of Common Stock credited to the Participant's Plan account,
to the purchase of additional shares of Common Stock.
(b) Partial Dividend Reinvestment. If the "Partial Dividend
Reinvestment" box is checked, the Bank will reinvest dividends on the
number of shares indicated by the Participant, as well as dividends on all
shares of Common Stock credited to the Participant's Plan account, and will
pay any remaining dividends in the usual manner.
(c) Cash Payments Only. If the "Cash Payments Only" box is checked,
the Bank will apply any optional cash payments and any dividends on shares
credited to the Participant's Plan account to the purchase of additional
shares of Common Stock. Cash dividends on shares of Common Stock registered
in the Participant's name other than in his or her Plan account will be
paid to the Participant in the usual manner.
(d) Initial Purchases. If the "Initial Purchases" box is checked, the
Bank will apply any cash payments to the purchase of shares of Common
Stock.
If a participant does not check any box on the Authorization Card, then
full dividend reinvestment will be assumed.
8. May a Participant reinvest dividends on less than all shares registered in
his or her name?
Except with respect to dividends on shares of Common Stock in a
Participant's Plan account, which are reinvested automatically, a Participant
may elect to reinvest all or part of the dividends on shares of Common Stock
registered in his or her name by designating his or her intentions on the
Authorization Card.
9. May a Participant change the method of participation?
At any time, a Participant may change his or her investment option by
completing a new Authorization Card and returning it to the Bank. If the
Participant elects to participate through the reinvestment of cash dividends on
shares registered in his or her name but later decides to reduce the number of
shares on which cash dividends are being reinvested or to participate through
the optional cash payment feature only, an Authorization Card indicating a
change of options must be received by the Bank at least five business days
before the record date of a dividend payment. Otherwise, such change will not be
effective until the dividend payment following the next record date.
An Authorization Card may be obtained by contacting the Company or the
Bank.
6
<PAGE> 9
COSTS
10. Are there any expenses to Initial Investors or Participants in connection
with the Plan?
There are no brokerage commissions, fees or service charges to Initial
Investors or Participants for purchases under the Plan. All costs of
administration of the Plan are paid by the Company. (See Question 24 and
Question 25 for a discussion of payment by Participants of brokerage costs and
transfer taxes associated with termination of participation and sale of shares
under the Plan.)
INITIAL PURCHASES
11. How are initial purchases made?
Initial purchases by non-shareholders of shares of Common Stock may be made
by check or money order in an amount not less than $250 or more than $3,000. Any
excess tendered amount will be returned to the sender. Initial purchase payments
must be received by the Bank at least five business days prior to an Investment
Date in order to be invested on that date. (See Question 14.) Initial purchase
payments received by the Bank less than five business days before an Investment
Date will be held until the following Investment Date. No interest is paid on
initial purchase payments pending investment. An Initial Investor may obtain the
return of any initial purchase payment by written request received by the Bank
at least 48 hours before the next Investment Date.
OPTIONAL CASH PAYMENTS
12. How are optional cash payments made?
Optional cash payments may be made by check or money order, or by automatic
bank draft. A shareholder may make an initial optional cash payment when
enrolling in the Plan by enclosing a check (made payable to Wachovia Bank of
North Carolina, N.A.) with the Authorization Card. Thereafter, optional cash
payments may be made through the use of cash payment forms sent to Participants
as part of their account statements. A Participant may also authorize the Bank
to automatically draft his or her checking, savings or other account in any
financial institution which participates in the Automated Clearing House system.
Draft Authorization Cards and additional information may be obtained from the
Bank.
Optional cash payments which are made by check or money order need not be
in the same amount each time and there is no obligation to make an optional cash
payment each month. However, should the Participant elect to make optional cash
payments through automatic bank draft, the draft must be in the same amount each
month. Such draft will continue until the Participant notifies the Bank in
writing that he or she wishes to change the amount automatically drafted or
terminate the automatic bank draft.
Optional cash payments must be received by the Bank at least five business
days prior to an Investment Date in order to be invested on that date. (See
Question 14.) Optional cash payments received by the Bank less than five
business days before an Investment Date will be held until the following
Investment Date. No interest is paid on optional cash payments pending
investment. A Participant may obtain the return of any optional cash payment by
written request received by the Bank at least 48 hours before the next
Investment Date.
13. What are the limitations on making optional cash payments?
Optional cash payments may be not less than $25 per payment or more than
$3,000 per month. The Company reserves the right to direct the Bank to refuse
any optional cash payments which in the aggregate exceed $3,000 per month with
respect to the aggregate of all of a Participant's Plan accounts. In such event,
the excess tendered amount of optional cash payments will be returned to the
Participant.
7
<PAGE> 10
PURCHASES
14. When are shares of Common Stock purchased through the Plan?
The Investment Dates are the dividend payment dates in January, April, July
and October, which ordinarily occur on or about the 15th day of these months,
and on or about the 15th day of all other months, unless such date is not a
business day, in which case the Investment Date would fall on the immediately
preceding business day.
Purchases of shares made with initial purchase payments or with optional
cash payments are made monthly on each Investment Date. Purchases of shares with
reinvested dividends are made quarterly on the Investment Dates in January,
April, July and October.
A Participant becomes the owner of the shares purchased through the Plan on
the Investment Date. However, for federal income tax purposes, the holding
period for such shares commences on the following day.
15. What is the price of shares of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased under the Plan with
reinvested cash dividends is 95% of the mean of the high and low sales prices
for such shares in the NYSE Composite Transactions on the Investment Date, or
the most recent preceding day if the NYSE is closed on that Investment Date (the
"Reference Price"). The price of shares of Common Stock purchased under the Plan
through initial payments or with optional cash payments is 100% of the Reference
Price. These prices will be determined as subsequently reported in the Wall
Street Journal.
16. How many shares of Common Stock are purchased for Participants?
The number of shares purchased for a Participant's account depends on the
amount of the Participant's dividends being reinvested, the amount of initial
purchase payments, or the amount of any optional cash payments and the
applicable Reference Price. Each Plan account is credited with that number of
shares, including fractions computed to four decimal places, equal to the total
amount to be invested on the Investment Date divided by (i) 95% of the
applicable Reference Price with regard to shares purchased with reinvested
dividends, and (ii) 100% of the applicable Reference Price with regard to shares
purchased with initial purchase payments or optional cash payments. THERE IS NO
PROVISION IN THE PLAN FOR PARTICIPANTS OR INITIAL INVESTORS TO PURCHASE A
SPECIFIC NUMBER OF SHARES.
REPORTS TO PARTICIPANTS
17. What kind of reports are sent to Participants?
Shareholders who participate in the Plan through the reinvestment of
dividends are sent a quarterly statement of their accounts. Initial Investors
and shareholders who participate through the investment of optional cash
payments are sent a monthly statement for any month in which a cash payment is
made. These statements of account show any cash dividends reinvested and any
cash payments received, the number of shares purchased, the purchase price for
the shares and the mean of the high and low sales prices on the Investment Date,
the number of Plan shares held for the Participant by the Bank, the number of
shares registered in the name of the Participant reinvesting dividends, and an
accumulation of the transactions for the current calendar year to date.
Quarterly and monthly statements are mailed as soon as practicable after each
Investment Date. These statements are a Participant's continuing record of the
cost of purchases of shares of Common Stock under the Plan, and the last
cumulative statement of the year should be retained for income tax purposes.
In addition, each Participant receives copies of all communications sent to
the Company's shareholders, including quarterly reports, annual reports, notices
of annual meetings and proxy statements and income tax information for reporting
distributions (including dividends) paid by the Company.
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<PAGE> 11
ISSUANCE OF CERTIFICATES
18. Are certificates issued for shares of Common Stock purchased under the
Plan?
Unless requested by a Participant, certificates for shares of Common Stock
purchased under the Plan are not issued to the Participant. However,
certificates for any number of whole shares credited to a Participant's account
will be issued in the Participant's name without charge by the Bank upon written
request of the Participant; provided, however, that any request received from
reinvestment Participants between a dividend record date and the Investment Date
for that dividend will not be effective until after the dividend is reinvested
under the Plan.
Certificates representing fractional share interests will not be issued
under any circumstances. (See Question 25 concerning payments for fractional
share interests.)
A request for issuance of Plan shares, including issuance of all of the
shares in a Participant's account, does not constitute a termination of
participation in the Plan by the Participant. Termination may be effected only
through the delivery to the Bank of a notice of termination. (See Question 25.)
19. In whose name are certificates issued?
Accounts under the Plan are maintained in the names in which certificates
of the Participants were registered at the time they entered the Plan.
Consequently, certificates for whole shares issued upon the request of
Participants are issued in the same names.
DIVIDENDS ON FRACTIONS OF SHARES
20. Are Participants' Plan accounts credited with dividends on fractions of
shares?
Participants are credited with the amount of dividends attributable to
fractions of shares in their Plan accounts. These dividends are reinvested
automatically.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
21. How may shares be withdrawn from the Plan?
A Participant may withdraw Plan shares credited to his or her account by
notifying the Bank in writing specifying the number of shares to be withdrawn.
Certificates for whole shares of Common Stock so withdrawn will be issued to and
registered in the name of the Participant. Certificates representing fractional
share interests will not be issued under any circumstances.
22. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
If a Participant has authorized reinvestment of dividends on all shares
registered in the Participant's name, cash dividends with respect to shares
withdrawn from the Participant's account continue to be reinvested. If, however,
dividends with respect to only part of the shares registered in a Participant's
name are being reinvested, the Bank continues to reinvest dividends on only the
number of shares specified by the Participant on the Authorization Card unless a
new Authorization Card specifying a different number of shares is received by
the Bank.
23. Will dividends on a Participant's Plan shares continue to be reinvested if
the Participant sells or transfers the Common Stock registered in his or
her name?
Even if a Participant sells or transfers all of the shares of Common Stock
registered in his or her name, the Bank continues to reinvest dividends on the
Plan shares until a written request for withdrawal from the Plan is received
from the Participant.
9
<PAGE> 12
TERMINATION OF PARTICIPATION
24. How does a Participant terminate participation in the Plan?
A Participant may terminate participation in the Plan at any time by
notifying the Bank in writing. A Participant's notice of termination takes
effect when such notice is received by the Bank; provided, however, for a
Participant reinvesting dividends, if the notice of termination is received by
the Bank on or after the fifth business day preceding a dividend record date,
that cash dividend will be reinvested for the Participant's account. The account
then will be terminated and all subsequent dividends will be paid to the
Participant.
Any optional cash payment received before the Bank receives the notice of
termination will be invested for the Participant's account unless the
Participant specifically requests return of the payment prior to 48 hours before
the next Investment Date.
25. What happens when a Participant terminates participation in the Plan?
When a Participant terminates participation in the Plan by providing the
Bank with a written notice of termination, or upon termination of the Plan by
the Company, certificates for whole shares credited to a Participant's account
will be issued to the Participant and a cash payment will be made for any
fractional share interests. However, in the Participant's notice of termination
of participation, the Participant may direct the Bank to sell all full and
fractional share interests held in the Participant's Plan account. Within ten
business days or as soon as practicable after receipt of notice of termination,
such sales will be made through an independent brokerage organization. Any
brokerage fees, transfer and other taxes and other transaction expenses in
connection with such sales will be paid by the terminating Participant. The
proceeds of the sale, net of such expenses, will be sent to the Participant.
Dividends paid after termination of participation in the Plan will be paid
in cash directly to the former Participant. Former Participants may become
Participants in the Plan again at any time by signing a new Authorization Card
and returning it to the Bank.
SALE OF PLAN SHARES
26. May a Participant's Plan shares be sold?
A Participant may sell all or a part of shares of Common Stock held in the
Plan in either of two ways. First, the Participant may request certificates for
full shares and arrange for the sale of these shares through a securities broker
of the Participant's choice. Alternatively, within ten days after receipt of
written instructions, the Bank will sell any portion or all of the shares held
by the Bank for the Participant. Such shares will be sold through independent
securities brokers selected by the Bank in its sole discretion. The Participant
will be charged a commission, transfer and other taxes and other transaction
expenses, which amounts will be deducted from the cash proceeds paid to the
Participant. Shares being sold for the Participant may be aggregated with those
of other Plan Participants who have requested sales. In that case, the
Participant will receive proceeds based on the average sales price of all shares
sold, less a pro rata share of brokerage commissions, transfer and other taxes
and other transaction expenses. A check representing the proceeds of the sale of
shares will be forwarded to the Participant as soon as practicable after
settlement of the sale.
RISK TO PARTICIPANTS
27. Does participation in the Plan involve risk?
The Plan itself creates no risk. The risk to Participants is the same as
with any other investment in shares of the Company's Common Stock. Since
purchase prices are established on the Investment Date, a Participant loses any
advantage otherwise available from being able to select the timing of
investments. Participants should recognize that neither the Company nor the Bank
can assure a profit or protect against a loss on shares of Common Stock
purchased under the Plan.
10
<PAGE> 13
STOCK DIVIDENDS OR STOCK SPLITS; RIGHTS OFFERING
28. What happens if the Company issues a stock dividend, declares a stock
split or has a rights offering?
Any stock dividend or split issued by the Company will be credited to
Participants' Plan accounts based on the number of shares (including fractional
share interests) held in such accounts on the record date for such stock
dividend or split.
In the event the Company makes available to shareholders rights to purchase
additional shares of Common Stock or other securities, such rights will be made
available to Participants based on the number of shares (including fractional
share interests to the extent practicable) held in their Plan accounts on the
record date established for determining shareholders who are entitled to such
rights.
VOTING RIGHTS
29. How are a Participant's shares voted at meetings of shareholders?
A Participant receives a proxy indicating the total number of shares of
Common Stock held, including shares of Common Stock registered in the
Participant's name and shares of Common Stock credited to the Participant's Plan
account.
If the proxy is returned properly signed and marked for voting, all the
shares covered by the proxy, including those shares registered in the
Participant's name and those shares credited to the Participant's Plan account,
will be voted as marked.
If the proxy is returned properly signed but with no instructions as to the
manner in which the Participant's shares are to be voted with respect to any
item thereon, all of the Participant's shares, including shares registered in
the Participant's name and shares credited to the Participant's Plan account,
will be voted in accordance with the recommendations of the Board of Directors
of the Company. If the proxy is not returned or if it is returned unexecuted or
improperly executed, the Participant's shares will be voted only if the
Participant votes in person.
INCOME TAX CONSEQUENCES
30. What are the federal income tax consequences of participation in the Plan?
Participants are deemed to have received dividend income on the Investment
Date to the extent that shares of Common Stock are purchased with reinvested
dividends. Thus, the full amount of cash dividends reinvested under the Plan
plus the 5% purchase discount represent dividend income to Participants.
The basis of shares of Common Stock purchased under the Plan, either with
reinvested cash dividends, initial payments or optional cash payments, is the
mean of the high and low sales prices on the Investment Date. The holding period
for such shares begins on the day after the Investment Date.
Participants will not realize any taxable income when they receive
certificates for Plan shares credited to their accounts, whether upon withdrawal
from the Plan or otherwise. However, Participants should note that upon
withdrawal they will receive cash payments for the fractional shares credited to
their Plan accounts and may realize a gain or loss. The amount of such gain or
loss will be the difference between the amount the Participant receives for the
fractional shares and the Participant's tax basis for such shares.
Under current federal tax laws, the Company may be required to withhold 31%
(called "backup withholding") from the amount of dividends that would otherwise
be reinvested under the Plan. This withholding is required if any Participant
has failed to furnish a valid taxpayer identification number, failed to properly
report interest or dividends or failed, when required, to certify that the
Participant is not subject to such withholding. Should withholding be required
as to any dividends to be reinvested under the Plan, the Bank will notify the
Participant of such requirement when withholding begins. The amount withheld
will be deducted from the amount of the dividend and only the remaining amount
will be invested. The amount withheld will be reported to the Participant.
11
<PAGE> 14
THE PRECEDING SUMMARY IS BASED ON THE COMPANY'S INTERPRETATION OF CURRENT
TAX LAWS, INCLUDING REGULATIONS ISSUED BY THE TREASURY DEPARTMENT. THE PRECEDING
SUMMARY MAY BE RENDERED INACCURATE BY ANY FUTURE LEGISLATIVE AMENDMENT TO THE
FEDERAL INCOME TAX LAWS OR ANY FUTURE INTERPRETATIONS OF SUCH LAWS 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.
FOREIGN SHAREHOLDERS
31. What provision is made for foreign shareholders?
In the case of those foreign shareholders who are Participants and whose
dividends are subject to United States income tax withholding laws, an amount
equal to the dividends to be reinvested less the amount of tax required to be
withheld is applied to the purchase of shares of Common Stock. The statements
distributed by the Bank confirming purchases made for such foreign Participants
indicate the amount of tax withheld. Initial cash payments and optional cash
payments received from foreign shareholders must be in United States dollars and
will be invested in the same manner as payments from other Participants.
RESPONSIBILITIES OF THE COMPANY AND THE BANK
32. What are the responsibilities of the Company and the Bank under the Plan?
Neither the Company nor the Bank is liable for any act done in good faith
or for any good faith omission to act, including, without limitation, any claim
of liability arising out of failure to terminate a Participant's Plan account
upon such Participant's death prior to receipt of notice in writing of such
death. Neither the Company nor the Bank has any duties, responsibilities or
liabilities except those expressly set forth in the Plan.
CUSTODY OF CERTIFICATES
33. May other Common Stock certificates of the Company be deposited with the
Bank under the Plan?
A Participant may deposit any Common Stock certificates of the Company now
or hereafter registered in his or her name for credit under the Plan. There is
no charge for this service. Because the Participant bears the risk of loss in
sending stock certificates to the Bank, it is recommended that certificates be
sent by registered mail, return receipt requested, and properly insured. Written
instructions must be provided to the Bank, directing that the shares be
deposited to the Participant's Plan account. Whenever certificates are issued to
a Participant, either upon request or upon termination of participation, new,
differently numbered certificates will be issued.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
34. May the Plan be suspended, modified or terminated?
While the Plan is intended to continue indefinitely, the Company reserves
the right to suspend or terminate the Plan at any time. The Company also
reserves the right to make modifications to the Plan. Participants will be
notified of any such suspension, termination or modification. If the Plan is
terminated, any uninvested optional cash payments will be returned to
Participants, certificates for whole shares credited to Plan accounts will be
issued and cash payments will be made for any fractional shares credited to such
Plan accounts. (See Question 25.)
The Company intends to use its best efforts to maintain the effectiveness
of the Registration Statement filed with the Commission covering the offer and
sale of Common Stock under the Plan. However, the Company has no obligation to
offer, issue or sell Common Stock to Initial Investors or Participants under the
Plan if, at the time of the offer, issuance or sale, such Registration Statement
is for any reason not effective. Also, the Company may elect not to offer or
sell Common Stock under the Plan to Initial Investors or Participants residing
in any jurisdiction or foreign country where, in the judgment of the Company,
the burden of expense of compliance with applicable blue sky or securities laws
makes such offer or sale there impracticable or inadvisable. In any of these
circumstances, dividends, if and when declared, will be paid in
12
<PAGE> 15
the usual manner to the shareholder and any optional cash payments received from
such shareholder will be returned to him or her.
Any question of interpretation arising under the Plan will be determined by
the Company and any such determination will be final.
USE OF PROCEEDS
The proceeds from the sales of shares of Common Stock pursuant to the Plan
are expected to be used for the purpose of financing the construction of
additions to the Company's facilities and for general corporate purposes. The
Company has no basis for estimating the number of shares of Common Stock that
ultimately will be sold pursuant to the Plan or the prices at which such shares
will be sold. The Company expects to continue to obtain a portion of its capital
requirements through external sources with the type, amount and timing of any
sales of securities to depend upon market conditions and other factors. The
balance of such requirements is expected to be obtained from internally
generated cash.
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 for the Company
by Martin C. Ruegsegger, 1915 Rexford Road, Charlotte, North Carolina 28211. Mr.
Ruegsegger is Corporate Counsel and Secretary of the Company and is eligible to
participate in the Plan. As of November 3, 1995, Mr. Ruegsegger beneficially
owned 136 shares of Common Stock.
13
<PAGE> 16
------------------------------------------------------
------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE BY THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES,
OR AN OFFERING OF THOSE TO WHICH IT RELATES TO ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 3
Description of the Plan................ 3
Purpose.............................. 4
Advantages........................... 4
Administration....................... 5
Participation........................ 5
Costs................................ 7
Initial Purchases.................... 7
Optional Cash Payments............... 7
Purchases............................ 8
Reports to Participants.............. 8
Issuance of Certificates............. 9
Dividends on Fractions of Shares..... 9
Withdrawal of Shares in Plan
Accounts.......................... 9
Termination of Participation......... 10
Sale of Plan Shares.................. 10
Risk to Participants................. 10
Stock Dividends or Stock Splits;
Rights Offering................... 11
Voting Rights........................ 11
Income Tax Consequences.............. 11
Foreign Shareholders................. 12
Responsibilities of the Company and
the Bank.......................... 12
Custody of Certificates.............. 12
Suspension, Modification or
Termination of the Plan........... 12
Use of Proceeds........................ 13
Legal Opinions......................... 13
</TABLE>
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------------------------------------------------------
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DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
COMMON STOCK
NO PAR VALUE PER SHARE
-------------------------
PROSPECTUS
-------------------------
November 3, 1995
------------------------------------------------------
------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Company's Articles of Incorporation and North Carolina
corporation laws, each of the present and former directors and officers of the
Company may be entitled to indemnification under certain circumstances from
certain liabilities, claims and expenses arising from any threatened, pending or
completed action, suit or proceeding (including any such action, suit or
proceeding arising under the Securities Act of 1933), to which they are made a
party by reason of the fact that he or she is or was a director or officer of
the Company.
The Company insures its directors and officers against certain liabilities
and has insurance against certain payments which it may be obliged to make to
such persons under the indemnification provisions of its Articles of
Incorporation.
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 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
II-1
<PAGE> 18
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.
(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.
II-2
<PAGE> 19
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
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.
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<PAGE> 20
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.
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
II-4
<PAGE> 21
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," 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.
II-5
<PAGE> 22
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<C> <S>
4.1 Copy of Articles of Incorporation of the Company, filed with the North Carolina
Secretary of State on December 14, 1993 (filed as Exhibit 2 to the Company's Form
8-B, filed on March 2, 1994, and incorporated herein by reference).
4.2 Copy of Certificate of Merger (New York) and Articles of Merger (North Carolina),
each dated March 1, 1994, evidencing merger of Piedmont Natural Gas Company, Inc.,
with and into PNG Acquisition Company, with PNG Acquisition Company being renamed
"Piedmont Natural Gas Company, Inc." (filed as Exhibits 3.2 and 3.1 to the Company's
Form 8-B, filed March 2, 1994, and incorporated herein by reference).
4.3 Copy of Indenture, dated as of April 1, 1993, between the Company and Citibank,
N.A., as Trustee (filed as Exhibit 4.1 to Registration Statement No. 33-60108, filed
March 25, 1993, and incorporated herein by reference).
5 Opinion of Martin C. Ruegsegger, Esquire, Corporate Counsel and Secretary for the
Company, with respect to the legality of the securities being registered.
23.1 Consent of Martin C. Ruegsegger, Esquire (included in Exhibit 5).
23.2 Independent Auditors' Consent.
24 Powers of Attorney.
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
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 15 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 Act 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 Act and will
be governed by the final adjudication of such issue.
II-6
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Post-Effective
Amendment No. 1 to the 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 3rd day of November, 1995.
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 below 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 November 3, 1995
- --------------------------------------------- the Board, President
John H. Maxheim and Chief Executive
Officer
/s/ DAVID J. DZURICKY Senior Vice President -- November 3, 1995
- --------------------------------------------- Finance (Principal
David J. Dzuricky Financial Officer)
/s/ BARRY L. GUY Vice President and November 3, 1995
- --------------------------------------------- Controller (Principal
Barry L. Guy Accounting Officer)
JERRY W. AMOS* Director
- ---------------------------------------------
Jerry W. Amos
C.M. BUTLER III* Director
- ---------------------------------------------
C.M. Butler III
SAM J. DIGIOVANNI* Director
- ---------------------------------------------
Sam J. DiGiovanni
JOHN F. MCNAIR III* Director
- ---------------------------------------------
John F. McNair III
MURIEL W. HELMS* Director
- ---------------------------------------------
Muriel W. Helms
NED R. McWHERTER* Director
- ---------------------------------------------
Ned R. McWherter
WALTER S. MONTGOMERY, JR.* Director
- ---------------------------------------------
Walter S. Montgomery, Jr.
DONALD S. RUSSELL, JR.* Director
- ---------------------------------------------
Donald S. Russell, Jr.
JOHN E. SIMKINS* Director
- ---------------------------------------------
John E. Simkins
*By: /s/ DAVID J. DZURICKY November 3, 1995
- ---------------------------------------------
David J. Dzuricky
(Attorney-in-Fact)
</TABLE>
II-7
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. SUBJECT
- ----------- -----------------------------------------------------------------------------
<S> <C>
5 Opinion of Martin C. Ruegsegger, Esquire, Corporate Counsel and Secretary to
the Company, with respect to the legality of the securities registered
hereunder.
23.1 Consent of Martin C. Ruegsegger, Esquire (included in Exhibit 5).
23.2 Independent Auditors' Consent.
24 Powers of Attorney.
</TABLE>
<PAGE> 25
PIEDMONT NATURAL GAS COMPANY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION CARD
PART I.
I hereby appoint Wachovia Bank of North Carolina, N.A. (the "Bank"), or its
successor as appointed by Piedmont Natural Gas Company, Inc. (the "Company"), as
my agent, subject to the terms and conditions of the Dividend Reinvestment and
Stock Purchase Plan (the "Plan") as set forth in the accompanying Prospectus,
receipt of which is hereby acknowledged. I authorize the Bank, as such agent, to
apply my dividends and distributions as selected below and such cash payments as
it may receive from me toward the purchase of full and fractional shares of
Common Stock of the Company.
I wish to participate in the Plan in the following manner.
<TABLE>
<S> <C> <C>
Please check the appropriate box or boxes. If you do not check any
box, then FULL DIVIDEND REINVESTMENT will be assumed.
/ / FULL DIVIDEND REINVESTMENT -- Reinvest any dividends that may become
payable to me on all Common Stock now or hereafter registered to me,
including all shares held for me under the Plan.
/ / PARTIAL DIVIDEND REINVESTMENT -- Reinvest any dividends on *
------------
whole shares, plus all shares held for me under the Plan, and send me
any remaining dividends in cash.
* Cannot be greater than the total number of shares of Common Stock
currently registered in your name.
/ / CASH PAYMENTS ONLY -- Cash payments and any dividends on shares held
under the Plan will be invested in additional shares of Common Stock.
Plan share dividends are automatically reinvested. (Not less than $25
per payment or more than $3,000 per month.)
The name and address above is for mailing purposes / / INITIAL PURCHASES -- Investment of permissible cash payments only.
only. Please complete one of the boxes below for (Not less than $250 or more than $3,000.) Please complete Part II.
the exact account registration.
Under each of the options above, participants may make optional cash
payments at any time.
</TABLE>
PART II.(To be completed if the Initial Purchases box is checked.)
- --------------------------------------------------------------------------------
ACCOUNT LEGAL REGISTRATION (CHOOSE ONE):
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
/ / SINGLE/JOINT ACCOUNT* / / CUSTODIAL ACCOUNT / / TRUST ACCOUNT
- ------------------------------------ ------------------------------------ ------------------------------------
Name Custodian's Name Trust Name or Beneficiary
- ------------------------------------ ------------------------------------ ------------------------------------
Joint Owner (if any) Minor's Name Trustee Name
- ------------------------------------ ------------------------------------ ------------------------------------
Joint Owner (if any) Minor's State of Residence Date of Trust
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
* Unless designated otherwise, a joint account will be set up as joint tenants
with right of survivorship and not as tenants in common.
ACCOUNT ADDRESS
- --------------------------------------------------------------------------------
STREET CITY STATE ZIP CODE
- --------------------------------------------------------------------------------
PART III.
I authorize the Company to pay to the Bank for my Plan account all cash
dividends on the shares indicated hereon.
This appointment and authorization is given with the understanding that, subject
to the procedures established under the Plan, I may terminate my participation
in the Plan by so notifying the Bank in writing.
-----------------------------------------
-----------------------------------------
Signature(s) of registered owner(s)
Sign name(s) exactly as shown on this
card.
-----------------------------------------
Daytime Telephone Number
-----------------------------------------
Street Address
-----------------------------------------
City, State and Zip Code
-----------------------------------------
Social Security or Tax Identification
Number
Dated: , 19
<PAGE> 1
EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY
OF SECURITIES BEING REGISTERED
November 3, 1995
Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211
To the Company:
The undersigned attorney has acted as counsel to Piedmont Natural Gas
Company, Inc. (the "Company"), in connection with the preparation of a
Post-Effective Amendment No. 1 to Registration Statement No. 33-52639 on Form
S-3 (the "Registration Statement") being filed today by the Company with the
Securities and Exchange Commission (the "SEC") to revise the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan") to allow initial investors to
purchase directly from the Company shares of Common Stock. 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 Post-Effective
Amendment No. 1 to the Registration Statement shall have been filed with the
SEC; 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 Post-Effective Amendment No. 1 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 5 to the Post-Effective
Amendment No. 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,
/s/ MARTIN C. RUEGSEGGER
-------------------------------------
Martin C. Ruegsegger
Corporate Counsel and Secretary
Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement No. 33-52639 on Form S-3 of Piedmont
Natural Gas Company, Inc., 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
November 3, 1995
<PAGE> 1
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ JERRY W. AMOS
----------------------------
Jerry W. Amos
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
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 25th day of August, 1995.
KELLY QUEEN
----------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 2
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ C.M. BUTLER III
----------------------------
C.M. Butler III
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came C.M. Butler 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 25th day of August, 1995.
KELLY QUEEN
----------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 3
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ SAM J. DIGIOVANNI
----------------------------
Sam J. DiGiovanni
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
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 25th day of August, 1995.
KELLY QUEEN
----------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 4
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ MURIEL W. HELMS
------------------------------
Muriel W. Helms
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
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 25th day of August, 1995.
KELLY QUEEN
------------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 5
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ JOHN F. MCNAIR III
----------------------------
John F. McNair III
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
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 25th day of August, 1995.
KELLY QUEEN
----------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 6
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ NED R. MCWHERTER
----------------------------
Ned R. McWherter
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
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 25th day of August, 1995.
KELLY QUEEN
----------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 7
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ WALTER S. MONTGOMERY, JR.
--------------------------------
Walter S. Montgomery, Jr.
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came Walter 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 25th day of August, 1995.
KELLY QUEEN
--------------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 8
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ DONALD S. RUSSELL, JR.
------------------------------
Donald S. Russell, Jr.
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came Donald S. Russell, 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 25th day of August, 1995.
KELLY QUEEN
------------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
<PAGE> 9
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL PERSONS 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-3 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 a modification to the Dividend Reinvestment and Stock Purchase
Plan of the Company, 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 25th
day of August, 1995.
/s/ JOHN E. SIMKINS, JR.
----------------------------
John E. Simkins, Jr.
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
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 25th day of August, 1995.
KELLY QUEEN
----------------------------
Notary Public
My commission expires:
August 10, 1999
- ------------------------------
