<PAGE> 1
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
PIEDMONT NATURAL GAS COMPANY, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0556998
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1915 REXFORD ROAD
CHARLOTTE, NORTH CAROLINA 28211
(704) 364-3120
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
PIEDMONT NATURAL GAS COMPANY
EXECUTIVE LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
MARTIN C. RUEGSEGGER, ESQUIRE
VICE PRESIDENT, CORPORATE COUNSEL AND SECRETARY
PIEDMONT NATURAL GAS COMPANY, INC.
1915 REXFORD ROAD
CHARLOTTE, N.C. 28211
(704) 364-3120
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Proposed
Title of Maximum
Securities Amount Proposed Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share* Price* Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 258,349 $25.375 $6,555,606 $1,987
no par value
==========================================================================================
</TABLE>
* Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
Registration Fee based on the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on August 26, 1997.
================================================================================
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
This Form S-8 Registration Statement is filed to register 258,349
additional shares of the Common Stock, no par value, of Piedmont Natural Gas
Company, Inc., issuable pursuant to the Registrant's Executive Long-Term
Incentive Plan, approved by the shareholders on February 26, 1986 (the "1986
Plan"). The contents of the Registrant's Form S-8 Registration Statement No. 33-
3815 filed with the Securities and Exchange Commission are incorporated herein
by reference.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on August 27,
1997.
PIEDMONT NATURAL GAS COMPANY, INC.
By: /s/ John H. Maxheim
--------------------------------------
John H. Maxheim
Chairman of the Board,
President and Chief Executive officer
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ JOHN H. MAXHEIM Director, Chairman of the Board, August 27, 1997
- --------------------------- President and Chief Executive Officer
John H. Maxheim
/s/ DAVID J. DZURICKY Senior Vice President - Finance August 27, 1997
- --------------------------- (Principal Financial Officer)
David J. Dzuricky
/s/ BARRY L. GUY Vice President and Controller (Principal August 27, 1997
- --------------------------- Accounting Officer)
Barry L. Guy
</TABLE>
By their signature, each of the following persons authorizes David J.
Dzuricky with full power of substitution, to execute in their name and on their
behalf, and to file any amendments (including, without limitations,
post-effective amendments) to this Registration Statement necessary or advisable
in the opinion of any of them to enable the Company to comply with the
Securities Act, and any rules, regulations and requirements of the commission
thereunder, in connection with the registration of the additional securities
which are the subject of this Registration Statement.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
JERRY W. AMOS* Director August 27, 1997
- ---------------------------
Jerry W. Amos
C.M. BUTLER III * Director August 27, 1997
- ---------------------------
C.M. Butler III
SAM J. DIGIOVANNI* Director August 27, 1997
- ---------------------------
Sam J. DiGiovanni
JOHN W. HARRIS* Director August 27, 1997
- ---------------------------
John W. Harris
MURIEL W. HELMS* Director August 27, 1997
- ---------------------------
Muriel W. Helms
JOHN F. MCNAIR III* Director August 27, 1997
- ---------------------------
John F. McNair III
NED R. MCWHERTER* Director August 27, 1997
- ---------------------------
Ned R. McWherter
WALTER S. MONTGOMERY, JR.* Director August 27, 1997
- ---------------------------
Walter S. Montgomery, Jr.
JOHN E. SIMKINS, JR.* Director August 27, 1997
- ---------------------------
John E. Simkins, Jr.
* By: /s/ DAVID J. DZURICKY
---------------------
David J. Dzuricky
(Attorney-in-Fact)
</TABLE>
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Martin C. Ruegsegger, Esq., Vice President,
Corporate Counsel and Secretary of the Registrant, regarding
legality of issuance of Common Stock.
23.1 Consent of Martin C. Ruegsegger, Esq., contained in the
Opinion filed as Exhibit 5 hereto.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1 Powers of Attorney.
99.1 Copy of Piedmont Natural Gas Company Executive Long-Term
Incentive Plan, as amended, as of February 27, 1987
filed as Exhibit 28.2 to the Registrant's Post-Effective
Amendment No. 1 to Form S-8 Registration Statement as filed
with the Securities and Exchange Commission on March 31, 1988
(Registration No. 33-3815).
<PAGE> 1
EXHIBIT 5
August 27, 1997
Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211
Re: Registration Statement on Form S-8 filed on August 27, 1997 with
respect to the Offering of 258,349 additional Shares of Common
Stock Pursuant to the Piedmont Natural Gas Company Executive
Long-Term Incentive Plan
----------------------------------------------------------------
To the Company:
The undersigned attorney has acted as counsel to Piedmont Natural Gas
Company, Inc. (the "Company"), in connection with the registration by the
Company of 258,349 additional shares of Common Stock (the "Securities") for the
Executive Long-Term Incentive Plan (the "Incentive Plan") as set forth in the
Registration Statement on Form S-8 (the "Registration Statement") which is being
filed on the date hereof with the Securities and Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended. The Securities are to be
issued pursuant to the terms and conditions of the Incentive 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 corporate
records and other documents as are deemed necessary to form a basis for the
opinion hereinafter expressed. For the purposes of this opinion, the undersigned
has assumed the authenticity of all documents submitted to the undersigned as
originals and the conformity to the originals of all documents submitted to the
undersigned as copies. The undersigned has also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto, and the due authorization, execution and delivery of all
documents by the parties thereto.
This opinion shall be limited to the laws of the State of North
Carolina and the federal laws of the United States of America.
In the opinion of the undersigned, when the securities are duly issued
in accordance with the Incentive Plan as contemplated by the Registration
Statement, the Securities will have been duly and legally authorized and issued,
and will be fully paid and nonassessable when the Registration Statement shall
have been filed and effective with the SEC.
The undersigned hereby consents to the use of this opinion as an
exhibit to the Registration Statement as the attorney who passed upon the
legality of the Securities and to the filing of a copy of this opinion as
Exhibit 23.1 to the Registration Statement. By giving the foregoing consent, the
undersigned does not admit that he is within the category of persons required to
give consents pursuant to Section 7 of the Securities Act of 1933, as amended.
Sincerely,
/s/ Martin C. Ruegsegger
---------------------------------
Martin C. Ruegsegger
Vice President, Corporate Counsel & Secretary
Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, North Carolina 28211
<PAGE> 1
23.2 Independent Auditors' Consent
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Piedmont Natural Gas Company, Inc., on Form S-8 of our report
dated December 20, 1996, appearing in the Annual Report on Form 10-K of Piedmont
Natural Gas Company, Inc., for the year ended October 31, 1996, which is part of
the Registration Statement.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
August 27, 1997
<PAGE> 1
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
26th day of June, 1997.
/s/ Jerry W. Amos
------------------------------
Director
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 26th day of June, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 2
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ C.M. Butler III
------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came C.M. Butler III
known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 22nd day of August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 3
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ Sam J. DiGiovanni
------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came Sam J. DiGiovanni
known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 22nd day of August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 4
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ J.W. Harris
------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came J.W. Harris
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 August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 5
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ Muriel W. Helms
------------------------------
Director
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 22nd day of August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 6
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ John F. McNair
------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came John F. McNair
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 August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 7
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ Ned R. McWherter
------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came Ned R. McWherter
known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 22nd day of August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 8
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ W.S. Montgomery Jr.
------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came W.S. Montgomery Jr.
known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 22nd day of August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
<PAGE> 9
PIEDMONT NATURAL GAS COMPANY, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized
under the laws of the State of North Carolina, does hereby make, constitute and
appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full
power of substitution, to (i) execute, deliver and file, on their behalf and in
their name and in their capacity as set forth below, a Registration Statement on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, as amended, together with any and all exhibits thereto and any and all
other documents in support thereof or supplemental thereto, with respect to the
registration of 258,349 shares of Common Stock of the Company for the Executive
Long-Term Incentive Plan, and (ii) execute any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with applicable state securities and blue sky laws and regulations, and
to file the same together with all other exhibits and documents in connection
therewith, with the appropriate state securities and blue sky authorities; and
does hereby grant to said attorney-in-fact power and authority to do and perform
each and every act and thing whatsoever as said attorney-in-fact may deem
necessary or advisable to carry out fully the intent of this instrument, to the
same extent and with the same effect as the undersigned might or could do
personally, or in their capacity as set forth below; and the undersigned does
hereby ratify and confirm all acts and things which said attorney-in-fact may do
or cause to be done by virtue of this instrument.
IN WITNESS WHEREOF, the undersigned has hereunto set their hand this
22nd day of August, 1997.
/s/ John E. Simkins Jr.
------------------------------
Director
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came John E. Simkins Jr.
known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 22nd day of August, 1997.
/s/ Debra L. Brucki
------------------------------
Notary Public
My commission expires: 12-18-00
