<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 1996
REGISTRATION NO.
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 33-52639*
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
AND
POST-EFFECTIVE AMENDMENT NO. 2
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 or (I.R.S. Employer Identification No.)
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)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement.
If the only securities being registered on this Form S-3 are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form S-3 are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
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>
========================================================================================================
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............................. 2,000,000 ** ** $15,690
========================================================================================================
</TABLE>
* Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this registration statement also relates to the registrant's
Registration Statement No. 33-52639, as amended by Post-Effective Amendment
No. 1, and as of March 20, 1996, 157,503 shares of the registrant's Common
Stock remain for sale thereunder. This registration statement and the
registration statement amended hereby are collectively referred to herein as
the "Registration Statement."
** The shares are to be offered at prices not presently determinable. The fee is
calculated upon the basis of the closing sales price on the New York Stock
Exchange on March 18, 1996, pursuant to Rule 457(c). The closing sales price
on such date was $22.75.
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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.............................. Indemnification
</TABLE>
<PAGE> 3
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
potential investors 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 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.
ADDITIONAL LEGAL REQUIREMENTS MAY BE NECESSARY FOR PERSONS IN CERTAIN
STATES PRIOR TO ENROLLMENT IN THE PLAN. THE REQUIREMENTS MAY PROHIBIT
PARTICIPATION BY RESIDENTS OF SUCH STATES.
---------------------
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 April 10, 1996.
<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 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, or
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, 1995, filed pursuant to Section 13 of the 1934 Act;
2. The Quarterly Report of the Company on Form 10-Q for the quarter ended
January 31, 1996.
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.
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 588,500
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 540,000 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 48,500 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 and the Tennessee Public Service Commission 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 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.
Initial Investors who are not currently shareholders, but who wish to
purchase shares of Common Stock under 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.
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<PAGE> 6
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 an
easy and convenient method of acquiring shares of Common Stock. 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 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 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 his or her 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.
4
<PAGE> 7
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, provided participation is not prohibited by any laws or regulations.
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)
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.
5
<PAGE> 8
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 full or partial dividend
reinvestment feature but later decides to change the number of shares on which
cash dividends are being reinvested or to participate through the optional cash
payments feature only, an Authorization Card indicating the change 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
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<PAGE> 10
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.
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 under 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
8
<PAGE> 11
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 annual reports, notices of annual meetings
and proxy statements and income tax information for reporting distributions
(including dividends) paid by the Company.
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 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.
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<PAGE> 12
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.
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.
10
<PAGE> 13
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 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.
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.
11
<PAGE> 14
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.
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.
12
<PAGE> 15
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 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.
13
<PAGE> 16
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.
DESCRIPTION OF COMMON STOCK
The information set forth below is qualified in its entirety by reference
to the Articles of Incorporation of the Company which are incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part.
The Articles of Incorporation authorize 50,000,000 shares of Common Stock
without par value and 175,000 shares of Preferred Stock without par value. The
Board of Directors has authority to establish one or more series of Preferred
Stock and has broad authority to fix and determine the designations,
preferences, limitations and relative rights (including conversion rights) of
each such series and to determine all variations between series. No shares of
Preferred Stock are presently outstanding.
Holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders, including election of
directors. Under North Carolina law, the election of directors requires a
plurality of the votes cast in such election. Shareholders do not have
cumulative voting rights with respect to election of directors. The Articles of
Incorporation requires the affirmative vote of a super majority of the
outstanding shares of the Company's voting stock to approve certain transactions
and to take certain other action. See "Special Charter Provisions Relating to
Voting Rights" below.
Subject to any preferences that may be applicable to any shares of
Preferred Stock hereafter issued from time to time, holders of Common Stock are
entitled to receive ratably such dividends as may be declared from time to time
by the Company's Board of Directors out of funds legally available therefor.
Some of the agreements under which the Company's long-term debt was issued
contain provisions which restrict the amount of cash dividends that may be paid
on Common Stock. Under the most restrictive of these provisions, all of the
Company's retained earnings were free of such restrictions at January 31, 1996.
The holders of Common Stock are entitled, after satisfaction of the
preferential rights of Preferred Stock, to share pro rata in the net assets of
the Company available for distribution to shareholders in the event of the
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the Company. Holders of Common Stock have no
preemptive rights to subscribe to any securities of the Company and have no
rights to convert their Common Stock into any other securities. There are no
redemption provisions with respect to any shares of Common Stock. All of the
outstanding shares of Common Stock are, and the Common Stock offered hereby will
be, upon issuance against full payment of the purchase price therefor, fully
paid and nonassessable.
SPECIAL CHARTER PROVISIONS RELATING TO VOTING RIGHTS
The Articles of Incorporation and By-Laws contain certain provisions which
could have the effect of delaying, deferring or preventing a change in control
of the Company. These provisions (1) classify the Board
14
<PAGE> 17
of Directors into three classes, as nearly equal in number as possible, each of
which serves for three years, with one class elected each year, (2) authorize
the Board of Directors to fix the number of Directors and provide that the
number may be changed only by (a) the affirmative vote of 80% of the outstanding
shares entitled to vote in the election of Directors or (b) a majority of the
entire Board of Directors, (3) with certain exceptions, require that nominations
for Directors for election at a shareholders' meeting be made at least 60 days
prior to the date fixed for the meeting, (4) permit the Board of Directors to
fill vacancies in the Board of Directors, (5) provide that Directors may be
removed for cause only by the affirmative vote of 80% of the outstanding shares
entitled to vote in the election of Directors, (6) provide that the By-Laws of
the Company may be amended only by (a) the affirmative vote of 80% of the
outstanding shares entitled to vote in the election of Directors or (b) by the
Board of Directors, (7) provide that the affirmative vote of 80% of the
outstanding shares entitled to vote in the election of Directors is required to
amend, alter, change or repeal Article 6 of the Company's Articles of
Incorporation (relating to the classified Board of Directors) or to adopt
provisions inconsistent therewith, and (8) provide that special meetings of
shareholders may be called by the Directors or by the Company's Secretary upon
the request of the holders of 80% of the outstanding shares entitled to vote in
the election of Directors.
The Company's Articles of Incorporation also contain certain provisions
applicable to any "Business Combination," defined to include any merger,
consolidation, lease, sale or disposition of assets or certain other business
transactions by the Company or any subsidiary of the Company involving an
"interested shareholder" (defined in the Articles of Incorporation as any person
that is or has announced an intention to become the beneficial owner of ten
percent or more of the Company's voting stock and certain defined affiliates) or
an affiliate or associate of an interested shareholder and that, together with
all such other arrangements, has an aggregate fair market value and/or involves
aggregate commitments of $10,000,000 or more or more than five percent of the
Company's total assets or shareholders' equity as reflected on the Company's
most recent fiscal year-end consolidated balance sheet. The Articles of
Incorporation require the affirmative vote of not less than 66 2/3% of the
voting stock of the Company, voting together as a single class, excluding any
voting stock held by an interested shareholder, with respect to all Business
Combinations involving the interested shareholder unless (1) the transaction is
approved by the Company's Board of Directors prior to the date on which
directors not affiliated with the interested shareholder and who were directors
prior to the time the interested shareholder acquired such status ("Continuing
Directors") comprise less than a majority of the Board of Directors, and (2) if
the Business Combination involves payment of consideration to shareholders,
certain minimum price and disclosure requirements are satisfied as to all
shareholders, and there has been no major change in the business or equity
capital structure of the Company or any change or reduction in the payment of
dividends since the date the interested shareholder acquired such status.
To meet the minimum price criteria, the shareholders must receive
consideration or retain value per share after the transaction which is not less
than the highest price per share paid by the interested shareholder in the
transaction or within two years preceding the announcement date of the
transaction, or the fair market value per share of Common Stock on the date the
transaction is announced or the date on which the interested shareholder
acquired such status, whichever is higher. The minimum price provisions must be
met with respect to every class or series of the Company's outstanding capital
stock, whether or not the interested shareholder has previously acquired shares
of any particular class or series.
The Company's Articles of Incorporation require the same 66 2/3%
shareholder approval to amend or repeal the foregoing provisions or to adopt any
provision inconsistent with such provisions unless the change is proposed by the
Board of Directors prior to the date on which Continuing Directors comprise less
than a majority of the Board.
15
<PAGE> 18
North Carolina Anti-Takeover Statutes. The Company's Articles of
Incorporation contain language to "opt out" of the provisions of two North
Carolina anti-takeover statutes which, under the North Carolina Business
Corporation Act, would otherwise apply to the Company. The first of these
statutes, called the "North Carolina Shareholder Protection Act," requires that
any business combination (as defined therein) between a corporation and any 20%
shareholder be approved by 95% percent of the corporation's voting shares. Under
the second statute, called the "North Carolina Control Share Acquisition Act,"
control shares of a corporation that are acquired in a "control share
acquisition" (as defined in the statute) have no voting rights unless such
rights are granted by resolution adopted by a majority of the corporation's
shareholders, and in the event such voting rights were to be granted, all other
shareholders would have the right to have their shares in the corporation
redeemed at their fair value, subject to certain restrictions. Because
application of these statutes to the Company would create material conflicts
with its existing charter provisions regarding Business Combinations, the
Company's charter includes provisions stating that neither of these statutes
will apply to the Company.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is Wachovia Bank of
North Carolina, N.A., Winston-Salem, North Carolina.
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 March 18, 1996, Mr. Ruegsegger beneficially owned
155 shares of Common Stock.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended October 31, 1995, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm, given upon their authority as experts in auditing and
accounting.
16
<PAGE> 19
INDEMNIFICATION
The General Statutes of North Carolina permit or require indemnification of
directors and officers for expenses and liabilities under certain circumstances.
The Company's Bylaws generally permit indemnification of directors and certain
officers in accordance with state law. Directors and certain officers are
indemnified by the Company against liability and litigation expense, including
reasonable attorneys' fees, arising out of their status as directors or officers
and if they are serving in a similar status with other entities at the request
of the Company. The Company shall not indemnify a director or officer against
liabilities or expenses if the director or officer did not act in a manner, at
the time the activities were taken, that was known or reasonably should have
been known by him to be clearly in conflict with the best interests of the
Company. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable.
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<PAGE> 20
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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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<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........................ 4
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................... 11
Risk to Participants.................. 11
Stock Dividends or Stock Splits;
Rights Offering.................... 11
Voting Rights......................... 11
Income Tax Consequences............... 12
Foreign Shareholders.................. 12
Responsibilities of the Company and
the Bank........................... 13
Custody of Certificates............... 13
Suspension, Modification or
Termination of the Plan............ 13
Use of Proceeds......................... 14
Description of Common Stock............. 14
Legal Opinions.......................... 16
Experts................................. 16
Indemnification......................... 17
</TABLE>
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DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
COMMON STOCK
NO PAR VALUE PER SHARE
-------------------------
PROSPECTUS
-------------------------
[PIEDMONT NATURAL GAS LOGO]
April 10, 1996
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<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses of the Company in
connection with the issuance and distribution of the securities being
registered.
<TABLE>
<S> <C>
Registration Fee......................................................... $15,690
Printing Costs........................................................... 10,000
Legal Fees............................................................... 11,310
Accounting Fees.......................................................... 3,000
-------
Total............................................................... $40,000
=======
</TABLE>
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.
II-1
<PAGE> 22
(3) "Expenses" means expenses of every kind incurred in defending a
proceeding, including counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses incurred with respect to
a proceeding.
(4a) "Officer," "employee," or "agent" includes, unless the context
requires otherwise, the estate or personal representative of a person
who acted in that capacity.
(5) "Official capacity" means (i) when used with respect to a
director, the office of director in a corporation; and (ii) when used
with respect to an individual other than a director, as contemplated in
G.S. 55-8-56, the office in a corporation held by the officer or the
employment or agency relationship undertaken by the employee or agent on
behalf of the corporation. "Official capacity" does not include service
for any other foreign or domestic corporation or any partnership, joint
venture, trust, employee benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal.
SECTION 55-8-51. AUTHORITY TO INDEMNIFY.
(a) Except as provided in subsection (d), a corporation may indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case of conduct in his
official capacity with the corporation, that his conduct was in its best
interests; and (ii) in all other cases, that his conduct was at least
not opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for
a purpose he reasonably believed to be in the interests of the participants
in and beneficiaries of the plan is conduct that satisfies the requirement
of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of
itself, determinative that the director did not meet the standard of
conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
(2) In connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without
a final adjudication on the issue of liability is limited to reasonable
expenses incurred in connection with the proceeding.
(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
II-2
<PAGE> 23
transaction in which a director has a conflict of interest, and no such
indemnification shall be void or voidable on such ground.
SECTION 55-8-52. MANDATORY INDEMNIFICATION. Unless limited by its articles
of incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the proceeding.
SECTION 55-8-53. ADVANCE FOR EXPENSES. Expenses incurred by a director in
defending a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in the articles
of incorporation or bylaws or by any applicable resolution or contract upon
receipt of an undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation against such expenses.
SECTION 55-8-54. COURT-ORDERED INDEMNIFICATION. Unless a corporation's
articles of incorporation provide otherwise, a director of the corporation who
is a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary may
order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under G.S.
55-8-52, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification; or
(2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the
standard of conduct set forth in G.S. 55-8-51 or was adjudged liable as
described in G.S. 55-8-51(d), but if he was adjudged so liable his
indemnification is limited to reasonable expenses incurred.
SECTION 55-8-55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under G.S. 55-8-51
unless authorized in the specific case after a determination has been made
that indemnification of the director is permissible in the circumstances
because he has met the standard of conduct set forth in G.S. 55-8-51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum
consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by
majority vote of a committee duly designated by the board of directors
(in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to
the proceeding;
(3) By special legal counsel (i) selected by the board of directors
or its committee in the manner prescribed in subdivision (1) or (2);
or (ii) if a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under subdivision
(2), selected by majority vote of the full board of directors (in
which selection directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may
not be voted on the determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
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.
II-3
<PAGE> 24
SECTION 55-8-56. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND
AGENTS. Unless a corporation's articles of incorporation provide otherwise:
(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to apply for the
court-ordered indemnification under G.S. 55-8-54, in each case to the same
extent as a director;
(2) The corporation may indemnify and advance expenses under this Part
to an officer, employee, or agent of the corporation to the same extent as
to a director; and
(3) A corporation may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent, consistent
with public policy, that may be provided by its articles of incorporation,
bylaws, general or specific action of its board of directors, or contract.
SECTION 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE.
(a) In addition to and separate and apart from the indemnification
provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a
corporation may in its articles of incorporation or bylaws or by contract
or resolution indemnify or agree to indemnify any one or more of its
directors, officers, employees, or agents against liability and expenses in
any proceeding (including without limitation a proceeding brought by or on
behalf of the corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities; provided, however,
that a corporation may not indemnify or agree to indemnify a person against
liability or expenses he may incur on account of his activities which were
at the time taken known or believed by him to be clearly in conflict with
the best interests of the corporation. A corporation may likewise and to
the same extent indemnify or agree to indemnify any person who, at the
request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or as a
trustee or administrator under an employee benefit plan. Any provision in
any articles of incorporation, bylaw, contract, or resolution permitted
under this section may include provisions for recovery from the corporation
of reasonable costs, expenses, and attorneys' fees in connection with the
enforcement of rights to indemnification granted therein and may further
include provisions establishing reasonable procedures for determining and
enforcing the rights granted therein.
(b) The authorization, adoption, approval, or favorable recommendation
by the board of directors of a public corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as permitted in
this section, shall not be deemed an act of corporate transaction in which
a director has a conflict of interest, and no such articles of
incorporation or bylaw provision or contract or resolution shall be void or
voidable on such grounds. The authorization, adoption, approval, or
favorable recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of incorporation, bylaw,
contract or resolution, as permitted in this section, which occurred prior
to July 1, 1990, shall not be deemed an act or corporate transaction in
which a director has a conflict of interest, and no such articles of
incorporation, bylaws provision, contract or resolution shall be void or
voidable on such grounds. Except as permitted in G.S. 55-8-31, no such
bylaw, contract, or resolution not adopted, authorized, approved or
ratified by shareholders shall be effective as to claims made or
liabilities asserted against any director prior to its adoption,
authorization, or approval by the board of directors.
(c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, against liability asserted against or
incurred by him in that capacity or arising from his status as a director,
officer, employee, or agent, whether or not the corporation would have
power to indemnify him against the same liability under any provision of
this Chapter.
II-4
<PAGE> 25
SECTION 55-8-58. APPLICATION OF PART.
(a) If articles of incorporation limit indemnification or advance for
expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles.
(b) This Part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a
witness in a proceeding at a time when he has not been made a named
defendant or respondent to the proceeding.
(c) This Part shall not affect rights or liabilities arising out of
acts or omissions occurring before July 1, 1990.
The Company's By-Laws provide that the Company shall indemnify and hold
harmless its directors and officers of the Company who are also directors or who
are designated by the Board of Directors from time to time as indemnified
officers ("indemnified officers") against any obligation to pay any judgment,
settlement, penalty, fine (including any excise tax assessed with respect to an
employee benefit plan) and reasonable expenses, including but not limited to
attorneys' fees of opposing parties ("Liabilities") and for any expenses
incurred with respect to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, whether
formal or informal, and any appeal therein (and any inquiry or investigation
that could lead to such a proceeding) (a "Proceeding"), including any Proceeding
brought by or on behalf of the Company itself, arising out of their status as
directors or officers of the Company. The Company shall also indemnify its
directors and indemnified officers for their service at the Company's request as
a director, officer, partner, trustee, employee or agent or another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.
The Company shall not, however, indemnify a director or indemnified officer
against Liabilities or expenses incurred on account of activities of such person
that at the time taken were known or believed by him or her, or a reasonable
person would have or should have known, to be clearly in conflict with the best
interests of the Company. The By-Laws further provide that the Company shall
indemnify each director and indemnified officer for his or her reasonable costs,
expenses and attorneys' fees incurred in connection with the enforcement of the
rights to indemnification granted therein, if it is determined that such
director or indemnified officer is entitled to indemnification thereunder.
The Company's Articles of Incorporation, as amended, contain the following
provisions:
ARTICLE 8: A director of the Corporation shall not be personally
liable to the Corporation or any of its shareholders for monetary damages
for any breach of duty as a director, except for liability with respect to
(i) acts or omissions not made in good faith that the director at the time
of such breach knew or believed were in conflict with the best interests of
the Corporation, (ii) any liability under N.C.G.S. sec. 55-8-33 (liability
for unlawful distributions), (iii) any transaction from which such director
derived an improper personal benefit, or (iv) acts or omissions occurring
prior to the date on which this Article 8 became effective. As used herein,
the term, "improper personal benefit" does not include a director's
compensation or other incidental benefit for or on account of service as a
director, officer, employee, independent contractor, attorney or consultant
of the Corporation. If the North Carolina General Statutes are amended
after approval by the Corporation's shareholders of this Article 8 to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the North
Carolina General Statutes, as so amended. No amendment or repeal of the
provisions of this Article 8 shall apply to or have an effect on the
liability or alleged liability of any director of the Corporation for or
with respect to any act or failure to act on the part of such director
occurring prior to such amendment or repeal. The provisions of this Article
8 shall not be deemed to limit or preclude indemnification of a director by
the Corporation for any liability which has not been eliminated by the
provisions of this Article 8.
The Company has obtained and maintains a policy for directors' and
officers' liability insurance. The policy is designed to protect the Company in
the event it is required to pay any amounts to its directors and officers as
indemnification against loss arising from certain civil claims, including
certain claims under the 1933 Act, which might be made against its directors and
officers by reason of any alleged "breach of duty," 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> 26
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:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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.
II-6
<PAGE> 27
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 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 20th day
of March, 1996.
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 March 20, 1996
- --------------------------------------------- the Board, President
John H. Maxheim and Chief Executive
Officer
/s/ DAVID J. DZURICKY Senior Vice President -- March 20, 1996
- --------------------------------------------- Finance (Principal
David J. Dzuricky Financial Officer)
/s/ BARRY L. GUY Vice President and March 20, 1996
- --------------------------------------------- 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, JR.* Director
- ---------------------------------------------
John E. Simkins, Jr.
*By: /s/ DAVID J. DZURICKY March 20, 1996
- ---------------------------------------------
David J. Dzuricky
(Attorney-in-Fact)
</TABLE>
II-7
<PAGE> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. SUBJECT
- ----------- -----------------------------------------------------------------------------
<C> <S>
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> 1
EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY
OF SECURITIES BEING REGISTERED
March 20, 1996
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
Registration Statement on Form S-3 (the "Registration Statement") being filed
today by the Company with the Securities and Exchange Commission (the "SEC") to
register 2,000,000 shares of the Company's Common Stock, no par value per share,
which the Company proposes to offer and sell pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The Securities are to be
issued pursuant to the terms and conditions of the Plan.
The undersigned is generally familiar with the corporate proceedings and
actions undertaken by the Company in connection with the proposed offering of
the Securities, and the undersigned has examined such of the Company's corporate
records and other documents as are deemed necessary to form a basis for the
opinion hereinafter expressed.
In the opinion of the undersigned, when the actions hereinbelow set forth
shall be taken, the Securities will have been duly and legally authorized and
issued, and will be fully paid and nonassessable: (1) the Registration Statement
shall have been filed with the SEC; and (2) the Securities shall have been
appropriately issued and delivered to the agent under the Plan for purchasers
thereof and the consideration therefor shall have been received by the Company.
The undersigned hereby consents to the use of this opinion as an exhibit to
the Registration Statement and in the Prospectus as the attorney who passed upon
the legality of the Securities and to the filing of a copy of this opinion as
Exhibit 5 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 Registration Statement
on Form S-3 of Piedmont Natural Gas Company, Inc., of our report dated December
15, 1995, appearing in the Annual Report on Form 10-K of Piedmont Natural Gas
Company, Inc., for the year ended October 31, 1995, which is incorporated by
reference in the Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
March 20, 1996
<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 22nd
day of February, 1996.
/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 22nd day of February, 1996.
DEBRA L. BRUCKI
-------------------------
Notary Public
My commission expires:
December 18, 2000
<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 26th
day of December, 1995.
/s/ C.M. BUTLER III
-------------------------
C.M. Butler III
STATE OF TEXAS
COUNTY OF HARRIS
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 26th day of December, 1995.
JANET MCMAHON
-------------------------
Notary Public
My commission expires:
April 9, 1997
<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 26th
day of December, 1995.
/s/ SAM J. DIGIOVANNI
----------------------------
Sam J. DiGiovanni
STATE OF ILLINOIS
COUNTY OF WILL
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 26th day of December, 1995.
SAMUEL JOHNSON
----------------------------
Notary Public
My commission expires:
May 3, 1996
<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 21st
day of December, 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 21st day of December, 1995.
PATRICIA COX VISER
--------------------------
Notary Public
My commission expires:
September 1, 1998
<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 20th
day of December, 1995.
/s/ JOHN F. MCNAIR III
--------------------------------
John F. McNair III
STATE OF NORTH CAROLINA
COUNTY OF FORSYTH
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 20th day of December, 1995.
JILL B. TESH
--------------------------------
Notary Public
My commission expires:
April 6, 2000
<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 26th
day of December, 1995.
/s/ NED R. MCWHERTER
----------------------------
Ned R. McWherter
STATE OF TENNESSEE
COUNTY OF WEAKLEY
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 26th day of December, 1995.
MADELYN B. PRITCHETT
----------------------------
Notary Public
My commission expires:
January 25, 1997
<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 21st
day of December, 1995.
/s/ WALTER S. MONTGOMERY, JR.
------------------------------
Walter S. Montgomery, Jr.
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
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 22nd day of December, 1995.
PATRICIA J. TATE
------------------------------
Notary Public
My commission expires:
March 31, 2002
<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 31st
day of December, 1995.
/s/ DONALD S. RUSSELL, JR.
-------------------------------
Donald S. Russell, Jr.
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
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 31st day of December, 1995.
JACK W. CLOER
-------------------------------
Notary Public
My commission expires:
April 26, 2003
<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 22nd
day of December, 1995.
/s/ JOHN E. SIMKINS, JR.
-------------------------------
John E. Simkins, Jr.
STATE OF MARYLAND
COUNTY OF BALTIMORE
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 22nd day of December, 1995.
COLLEEN C. SANDOVAL
-------------------------------
Notary Public
My commission expires:
July 1, 1996
