PIEDMONT NATURAL GAS CO INC
10-Q/A, 1997-07-03
NATURAL GAS DISTRIBUTION
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-Q/A


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 1997

                                      or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number 1-6196
                       ------


                      PIEDMONT NATURAL GAS COMPANY, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                North Carolina                             56-0556998
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       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                  Identification No.)


 1915 Rexford Road, Charlotte, North Carolina                28211
- --------------------------------------------------------------------------------
   (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code        704-364-3120
                                                   -----------------------------


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X   No 
                                               ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                 Class                        Outstanding at June 4, 1997
       --------------------------             ---------------------------
       Common Stock, no par value                     29,937,460


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                              Page 1 of 4 Pages
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PART II.  OTHER INFORMATION

     This Amendment to the Form 10-Q for the quarterly period ended April 30,
1997, is being filed to add an Exhibit Number 3, Articles of Amendment to the
Company's Articles of Incorporation. This Exhibit was inadvertently omitted
from the Form 10-Q. The Articles of Amendment have previously been disclosed
and filed with the Commission in the Company's Proxy Statement dated 
January 29, 1997, and in the Company's Form 10-Q for the quarterly period ended
January 31, 1997.


Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

(a)     Exhibits -

         3   Articles of Amendment of Piedmont Natural Gas Company, Inc.,
             dated March 5, 1997.

        12   Computation of Ratio of Earnings to Fixed Charges. *

        27   Financial Data Schedule (for Securities and Exchange Commission
             use only). *


(b)     Reports on Form 8-K -

        None.

_____________
     * Previously filed with the Company's Form 10-Q for the quarterly period
ended April 30, 1997.







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                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          PIEDMONT NATURAL GAS COMPANY, INC.
                                          ----------------------------------
                                                    (Registrant)




Date        July 3, 1997                  /s/ David J. Dzuricky
     -------------------------            ----------------------------------
                                          David J. Dzuricky
                                          Senior Vice President--Finance
                                          (Principal Financial Officer)



 
Date        July 3, 1997                  /s/ Barry L. Guy
     -------------------------            ----------------------------------
                                          Barry L. Guy
                                          Vice President and Controller
                                          (Principal Accounting Officer)
















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                                                                       EXHIBIT 3


                            ARTICLES OF AMENDMENT
                                      OF
                      PIEDMONT NATURAL GAS COMPANY, INC.


     The undersigned, a North Carolina corporation, hereby submits these
Articles of Amendment for the purpose of amending its Articles of
Incorporation:

     1.  The name of the corporation is Piedmont Natural Gas Company, Inc.

     2.  The following amendment to the Articles of Incorporation of the
         corporation was duly adopted by its shareholders on the 28th day of 
         February, 1997 in the manner prescribed by law:

         The first sentence of Articles 3 of the Articles of Incorporation of
         the corporation is hereby deleted and the following new sentence is 
         inserted in lieu thereof:

         Article 3. The aggregate number of shares of capital stock which the
         corporation shall have authority to issue is one hundred million one 
         hundred seventy-five thousand (100,175,000), one hundred million 
         (100,000,000) of which shall be common stock, without par value, 
         and one hundred seventy-five thousand (175,000) of which shall be 
         preferred stock, without par value.

     3.  These articles will be effective upon filing.

This the 5th day of March, 1997.


                               PIEDMONT NATURAL GAS COMPANY, INC.


                               By: /s/ Martin C. Ruegsegger
                                   ---------------------------------------------
                                   Martin C. Ruegsegger
                                   Vice President, Corporate Counsel & Secretary









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