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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1999
REGISTRATION NO. 333-86263
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PIEDMONT NATURAL GAS COMPANY, INC.
(Exact name of registrant as specified in its charter)
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NORTH CAROLINA 56-0556998
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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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
VICE PRESIDENT, CORPORATE COUNSEL AND SECRETARY
PIEDMONT NATURAL GAS COMPANY, INC.
1915 REXFORD ROAD
CHARLOTTE, NC 28211
(704) 364-3483, EXT. 202
(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 this Registration Statement.
If the only securities being registered on this form 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 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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(3) OFFERING PRICE(3) FEE
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Common Stock, no par value per share(1)(2)..... 2,000,000 $33.0625 $66,125,000 $18,383
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(1) 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. 333-01855, and as of August 31, 1999, 236,499
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."
(2) Includes preferred stock purchase rights under the Rights Agreement of
Piedmont Natural Gas Company, Inc., dated February 27, 1998.
(3) The shares are to be offered at prices not presently determinable. The fee
is calculated upon the basis of the average of the high and low sales prices
on the New York Stock Exchange on August 30, 1999, pursuant to Rule 457(c).
The average of the high and low sales prices on such date was $33.0625.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PROSPECTUS
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PIEDMONT NATURAL GAS COMPANY, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Piedmont Natural Gas Company, Inc., hereby offers to potential investors
the opportunity to purchase shares of our Common Stock, no par value per share,
under the Dividend Reinvestment and Stock Purchase Plan. Furthermore, holders of
Common Stock are offered the opportunity to purchase additional shares of Common
Stock under the Plan by having their cash dividends automatically reinvested and
by making cash payments. No brokerage commissions, fees or service charges are
paid by Initial Investors of Common Stock or Participants in the Plan in
connection with purchases of shares of Common Stock for their accounts under the
Plan. Investors may not invest more than $120,000 per calendar year.
Initial Investors may purchase shares of Common Stock by making cash
payments of not less than $250 or more than $120,000. Participants may purchase
additional shares of Common Stock by having all or part of the cash dividends on
their shares of Common Stock automatically reinvested and by making optional
cash payments of not less than $25 per payment or more than $120,000 per
calendar year.
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 on the pertinent dividend
payment date. The price per share acquired under the Plan by Initial Investors
and Participants with cash payments is 100% of the mean of the high and low
sales prices reflected in the NYSE Composite Transactions on the weekly
investment date. Both the dividend payment date and the weekly investment date
are referred to 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 American Stock Transfer & Trust Company (the "Trustee").
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. These 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.
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The date of this Prospectus is September 7, 1999.
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TABLE OF CONTENTS
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PAGE
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Where You Can Find More Information......................... 2
Piedmont Natural Gas Company, Inc. ......................... 3
Description of the Plan..................................... 4
Purpose................................................... 4
Advantages and Disadvantages.............................. 4
Administration............................................ 5
Participation............................................. 5
Costs..................................................... 7
Initial Purchases......................................... 7
Optional Cash Payments.................................... 7
Purchases................................................. 8
Reports to Participants................................... 9
Issuance of Certificates.................................. 9
Dividends on Fractions of Shares.......................... 10
Withdrawal of Shares in Plan Accounts..................... 10
Termination of Participation.............................. 10
Sale of Plan Shares....................................... 11
Risk to Participants...................................... 11
Stock Dividends or Stock Splits; Rights Offering.......... 11
Voting Rights............................................. 12
Income Tax Consequences................................... 12
Foreign Shareholders...................................... 12
Responsibilities of Piedmont Natural Gas Company and the
Trustee................................................ 13
Custody of Certificates................................... 13
Suspension, Modification or Termination of the Plan....... 13
Use of Proceeds............................................. 14
Description of Common Stock................................. 14
Legal Matters............................................... 15
Experts..................................................... 15
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's public
reference rooms in Washington, DC, New York, New York, and Chicago, Illinois.
Please call the SEC's toll-free telephone number at 1-800-SEC-0330 for further
information about the operation of the public reference rooms. In addition, you
may inspect our reports and other information at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, where our
Common Stock is listed. Our SEC filings are available on the SEC's web site at
http://www.sec.gov. Information about us is also available on our web site at
http://www.piedmontng.com.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by
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reference is an important part of this Prospectus and should be read with the
same care. Information that we file later with the SEC will automatically update
and supersede that information.
The following documents are incorporated in and made a part of this
Prospectus by reference:
- our annual report on Form 10-K for the year ended October 31, 1998, and
- our quarterly reports on Form 10-Q for the quarters ended January 31,
1999, and April 30, 1999.
Any documents that we file with the SEC in the future under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 will also be
incorporated by reference in this Prospectus until we sell all of the securities
being registered.
You may request a copy of these filings at no cost by writing or calling us
at the following address or one of the following telephone numbers:
Piedmont Natural Gas Company, Inc.
Vice President, Corporate Counsel and Secretary
P. O. Box 33068
Charlotte, North Carolina 28233-3068
(704)364-3483, Ext. 202 or (800)752-7508, Ext. 202
PIEDMONT NATURAL GAS COMPANY, INC.
We are an energy and services company primarily engaged in the distribution
and sale of natural gas and the sale of propane to over 673,000 residential,
commercial and industrial customers in North Carolina, South Carolina and
Tennessee. Our principal executive offices are maintained at 1915 Rexford Road,
Post Office Box 33068, Charlotte, North Carolina 28233; telephone number
704-364-3120.
Our utility operations serve over 625,000 natural gas customers. We are
also engaged in acquiring, marketing and arranging for the transportation and
storage of natural gas for large-volume purchasers, in retailing residential and
commercial gas appliances and in the sale of propane and propane appliances to
over 48,000 customers.
In the Carolinas, our service area comprises numerous cities, towns and
communities, including Anderson, Greenville and Spartanburg in South Carolina
and Charlotte, Salisbury, Greensboro, Winston-Salem, High Point, Burlington and
Hickory in North Carolina. In Tennessee, the service area is the Nashville
metropolitan area, including portions of eight adjoining counties. Our propane
markets are in and adjacent to our natural gas markets in all three states. We
are principally engaged in the gas distribution industry and have no other
reportable industry segments.
Our utility operations are subject to regulation by the North Carolina
Utilities Commission and the Tennessee Regulatory Authority 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. We are
also subject to or affected by various federal regulations.
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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,
fees or service charges on any purchases of shares under 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 us or to the Trustee in the
manner set forth in the answer to Question 6. Shareholders who do not presently
participate in the Plan may become Participants by completing an Authorization
Card and returning it to the Trustee in the manner set forth in the answer to
Question 6. Shareholders who presently participate in the Plan and wish to
continue 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 their cash dividends, if and when declared, as usual.
The following questions and answers generally describe the provisions of
the Plan.
PURPOSE
1. What is the purpose of the Plan?
The Plan allows 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 by requesting their nominees or other
holders of record to participate in the Plan on their behalf. Since the shares
of Common Stock purchased under the Plan are acquired from us, we receive
additional funds for our continuing construction program and for general
corporate purposes.
ADVANTAGES AND DISADVANTAGES
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 but not more than $120,000. Existing shareholders
may purchase additional shares of Common Stock by having all or part of their
cash dividends automatically reinvested and by making optional cash payments of
not less than $25 per payment or more than $120,000 per calendar year. Shares
purchased with reinvested cash dividends are purchased at a discount. (See
Question 17.)
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 Trustee, 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.
Investors who have an Individual Retirement Account or who set up an IRA
with a third party may enroll in the Plan and purchase shares through the Plan.
The Trustee, however, cannot establish or administer an IRA. That must be done
through another entity.
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3. What are the disadvantages of the Plan?
No interest is paid on optional cash payments held by the Trustee pending
investment. Participants have no control over the share price or the timing of
the sale or purchase of Plan shares. Participants cannot designate a specific
price or a specific date at which to purchase or sell Common Stock. In addition,
Participants will not know the exact number of shares purchased and the prices
paid until after the applicable investment date. (See Question 19.)
ADMINISTRATION
4. Who administers the Plan?
We have designated the Trustee as our agent to administer the Plan,
maintain records, send 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 Trustee as agent for Participants and
registered in the name of the Trustee or its nominee. If Participants desire to
hold their shares personally, the Trustee will issue a stock certificate in the
name of the shareholder upon request. The Trustee also serves as Transfer Agent
for the Common Stock.
All communications regarding the Plan should be sent to the Trustee
addressed as follows:
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
Initial Investors or existing shareholders should mention Piedmont Natural
Gas Company in their correspondence and, if applicable, furnish Plan account
numbers. Inquiries may be made to the Trustee by telephone at 1-800-278-4353.
PARTICIPATION
5. 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. Individuals having established IRA
accounts with a third party may participate in the Plan.
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6. 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 Trustee. An
Authorization Card may be obtained by contacting the Trustee or by contacting us
as follows:
Piedmont Natural Gas Company, Inc.
Attention: Vice President, Corporate Counsel and Secretary
Post Office Box 33068
Charlotte, North Carolina 28233-3068
Telephone: (704)364-3483, Ext. 202 or (800)752-7508, Ext. 202
7. When do investments begin under 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 the Trustee receives an Authorization Card specifying reinvestment of
dividends at least three 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 under 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 13.
8. What does the Authorization Card provide?
The Authorization Card provides for the purchase of shares of Common Stock
through the following options:
- Full Dividend Reinvestment. If the "Full Dividend Reinvestment" box is
checked, the Trustee 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.
- Partial Dividend Reinvestment. If the "Partial Dividend Reinvestment" box
is checked, the Trustee 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 cash.
- Cash Payments Only. If the "Cash Payments Only" box is checked, the
Trustee 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 cash.
- Initial Purchases. If the "Initial Purchases" box is checked, the Trustee
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.
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9. May Participants reinvest dividends on less than all shares registered in
their name?
Except for dividends on shares of Common Stock in a Participant's Plan
account, which are reinvested automatically, Participants may elect to reinvest
all or part of the dividends on shares of Common Stock registered in their name
by designating their intentions on the Authorization Card.
10. May Participants change the method of participation?
At any time, Participants may change their investment options by completing
a new Authorization Card and returning it to the Trustee. 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, the Trustee must receive an Authorization Card indicating the change at
least three business days before the record date of a dividend payment. If the
Authorization Card is received after that date, the change will not be effective
until the dividend payment following the next record date.
COSTS
11. 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. We pay all costs of
administration of the Plan. (See Question 27 and Question 28 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
12. 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 $120,000.
Investors may not invest more that $120,000 per calendar year. The Trustee will
return any excess tendered amount to the sender. The Trustee must receive
initial purchase payments at least three business days prior to an Investment
Date in order to be invested on that date. (See Question 16.) Initial purchase
payments received by the Trustee less than three 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 Trustee at least two days before the next Investment Date.
OPTIONAL CASH PAYMENTS
13. 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 American Stock
Transfer & Trust Company) with the Authorization Card. Thereafter, Participants
may make optional cash payments through the use of cash payment forms sent to
Participants as part of their account statements. Participants may also
authorize the Trustee to automatically draft their checking, savings or other
account in any financial institution that participates in the Automated Clearing
House system. The Trustee can furnish draft authorization cards and additional
information to Participants.
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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 optional cash
payments regularly. However, should Participants elect to make optional cash
payments through automatic bank draft, the draft must be in the same amount. The
draft will continue until the Participant notifies the Trustee in writing to
change the amount automatically drafted or terminate the bank draft.
The Trustee must receive optional cash payments at least three business
days prior to an Investment Date in order to be invested on that date. (See
Question 16.) Optional cash payments received by the Trustee less than three
business days before an Investment Date will be held until the following
Investment Date. No interest is paid on optional cash payments pending
investment. Participants may obtain the return of any optional cash payments by
written request received by the Trustee at least two days before the next
Investment Date.
14. What are the limitations on making optional cash payments?
Optional cash payments may be not less than $25 per payment or more than
$120,000 per calendar year. We reserve the right to direct the Trustee to refuse
any optional cash payments that in the aggregate exceed $120,000 per calendar
year with respect to the aggregate of all of a Participant's Plan accounts. In
such event, the Trustee will return the excess tendered amount of optional cash
payments to the Participant.
PURCHASES
15. What is the source of shares of Common Stock under the Plan?
Shares of Common Stock needed to meet the requirements of the Plan will
either come from our authorized and unissued shares or from shares purchased in
the open market by an independent agent. The Plan limits us from changing our
determination regarding the source of shares to not more than once in any
three-month period.
16. When are shares of Common Stock purchased under the Plan?
The Investment Dates for shares purchased with reinvested dividends are on
or about the 15th day of January, April, July and October. The Investment Dates
for initial investments or optional cash payments are weekly, usually on
Wednesdays. If the normal Investment Date is not a business day, the Investment
Date is the immediately preceding business day. During a week when a dividend
payment is made, the Investment Date for initial investments and optional cash
purchases is the same date.
Shares purchased under the Plan belong to the Participant on the Investment
Date. However, for federal income tax purposes, the holding period for such
shares begins on the following day.
17. What is the price of shares of Common Stock purchased under the Plan?
The price of shares of Common Stock purchased with reinvested dividends is
95% of the mean of the high and low sales prices for such shares reflected 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 price of shares
of Common Stock purchased through initial payments or with optional cash
payments is 100% of the mean determined above.
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18. How many shares of Common Stock are purchased for Participants?
The number of shares purchased for a Participant's account is equal to the
amount of the Participant's dividends being reinvested plus the amount of
initial purchase payments plus the amount of any optional cash payments divided
by the purchase price of the shares. Each Plan account is credited with that
number of shares, including fractions computed to three decimal places. The Plan
does not provide for Participants or Initial Investors to purchase a specific
number of shares.
REPORTS TO PARTICIPANTS
19. What reports are sent to Participants?
Shareholders who participate in the Plan only through the reinvestment of
dividends receive quarterly statements of their accounts. Initial Investors and
shareholders that participate through the investment of optional cash payments
receive statements when cash investments are 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 Trustee, the number of shares registered in the name of the
Participant reinvesting dividends, and an accumulation of the transactions for
the current calendar year to date. 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 tax purposes.
In addition, each Participant receives copies of all communications sent to
shareholders generally, including annual reports, notices of annual meetings and
proxy statements and income tax information for reporting dividends paid.
ISSUANCE OF CERTIFICATES
20. Are certificates issued for shares of Common Stock purchased under the
Plan?
Unless requested in writing 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.
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 Trustee of a notice of termination. (See Question
26.)
21. 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.
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DIVIDENDS ON FRACTIONS OF SHARES
22. Are Participants' Plan accounts credited with dividends on fractions of
shares?
Participants receive credit for the amount of dividends attributable to
fractions of shares in their Plan accounts. These dividends are reinvested
automatically.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
23. How may shares be withdrawn from the Plan?
Participants may withdraw Plan shares credited to their accounts by
notifying the Trustee 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.
24. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
If Participants have authorized reinvestment of dividends on all shares
registered in their name, cash dividends on shares withdrawn continue to be
reinvested. If, however, dividends on only part of the shares registered in
their name are being reinvested, the Trustee continues to reinvest dividends on
only the number of shares specified on the Authorization Card unless the Trustee
receives a new Authorization Card specifying a different number of shares.
25. Will dividends on Participants' Plan shares continue to be reinvested if
Participants sell or transfer the Common Stock registered in their name?
Even if Participants sell or transfer all of the shares of Common Stock
registered in their name, the Trustee continues to reinvest dividends on the
Plan shares until the Trustee receives a written request for withdrawal from the
Plan.
TERMINATION OF PARTICIPATION
26. How do Participants terminate participation in the Plan?
Participants may terminate participation in the Plan at any time by
notifying the Trustee in writing. A Participant's notice of termination takes
effect when the Trustee receives the notice; however, for a Participant
reinvesting dividends, if the Trustee receives the notice of termination 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 Trustee receives the notice
of termination will be invested for the Participant's account unless the
Participant specifically requests return of the payment prior to two days before
the next Investment Date.
27. What happens when Participants terminate participation in the Plan?
When Participants terminate participation in the Plan by providing the
Trustee with a written notice of termination, or upon termination of the Plan,
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 Trustee to sell all full
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and fractional share interests held in the 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
commissions, 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 as
soon as practicable after settlement of the sale.
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 Trustee.
SALE OF PLAN SHARES
28. May Participants' Plan shares be sold?
Participants may sell all or part of the 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 Trustee will sell all or any portion of the shares
held by the Trustee for the Participant. Such shares will be sold through
independent securities brokers selected by the Trustee in its sole discretion.
The Participant will be charged brokerage commissions, fees, 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, fees,
transfer and other taxes and other transaction expenses. The proceeds of the
sale, net of such expenses, will be sent to the Participant as soon as
practicable after settlement of the sale.
RISK TO PARTICIPANTS
29. 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 Piedmont Natural Gas Company nor the Trustee 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
30. What happens if we issue a stock dividend, declare a stock split or have a
rights offering?
Any stock dividend or split 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 we make 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.
11
<PAGE> 13
VOTING RIGHTS
31. How are Participants' shares voted at meetings of shareholders?
Participants receives a proxy indicating the total number of shares of
Common Stock held, including shares registered in their name and shares credited
to their Plan account. If the proxy is returned properly signed and marked for
voting, all the shares covered by the proxy will be voted as marked. If the
proxy is returned properly signed but with no instructions on how the shares are
to be voted, all of the Participant's shares will be voted in accordance with
the recommendations of the Board of Directors. 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
32. What are some 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 represents 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, upon withdrawal, Participants 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.
If the Participant is subject to withholding, we will withhold the required
taxes from the amount of dividends that would otherwise be reinvested under the
Plan. The Trustee will notify the Participant 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 selling of shares by a Participant will give rise to capital gain or
loss, provided such shares are held as a capital asset by the Participant. The
amount of any such gain or loss will be the difference between the proceeds
received by the Participant, net of commissions and fees, and the Participant's
tax basis. The tax basis of shares acquired under the Plan is equal to the
purchase price of such shares.
The discussion above is only a general discussion of certain federal income
tax aspects of an investment in the Plan. Because tax consequences may vary,
depending on each Participant's own tax situation, Participants or persons
considering participation in the Plan are advised to consult their own tax
advisors regarding the tax effect of participation in the Plan, including the
application of current and proposed federal, state, local, foreign and other tax
laws.
FOREIGN SHAREHOLDERS
33. What provision is made for foreign shareholders?
For 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
12
<PAGE> 14
withheld is applied to the purchase of shares of Common Stock. The statements
distributed by the Trustee 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 are invested in the same manner as payments from other
Participants.
RESPONSIBILITIES OF PIEDMONT NATURAL GAS COMPANY AND THE TRUSTEE
34. What are the responsibilities of Piedmont Natural Gas Company and the
Trustee under the Plan?
Neither we nor the Trustee will be liable for claims arising from any act
done in good faith or any good faith omission to act. This includes, but is not
limited to, 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 we nor the Trustee have any duties,
responsibilities or liabilities except those expressly set forth in the Plan.
The payment of dividends is at the discretion of our Board of Directors and
will depend upon future earnings, our financial condition and other factors.
There can be no assurance as to the declaration or payment of any dividend.
Nothing in the Plan obligates us to declare or pay any dividend on our Common
Stock.
CUSTODY OF CERTIFICATES
35. May other Common Stock certificates be deposited with the Trustee under
the Plan?
Participants may deposit any Common Stock certificates of the Company now
or hereafter registered in their name for credit under the Plan. There is no
charge for this service. Because Participants bear the risk of loss in sending
stock certificates to the Trustee, it is recommended that certificates be sent
by registered mail, return receipt requested, and properly insured. The
Participant must provide written instructions to the Trustee 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
36. May the Plan be suspended, modified or terminated?
While the Plan is intended to continue indefinitely, we reserve the right
to suspend or terminate the Plan at any time. We also reserve the right to make
modifications to the Plan. We will notify Participants 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 27.)
We intend to use our 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, we have 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, we 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 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 cash and any optional cash payments received from such
shareholder will be returned.
13
<PAGE> 15
We reserve the right to interpret and regulate the Plan as we deem
necessary or desirable in connection with the Plan's operations.
USE OF PROCEEDS
We expect to use the proceeds from the sales of shares of Common Stock
under the Plan for the purpose of financing the construction of additions to our
facilities and for general corporate purposes. We have no basis for estimating
the number of shares of Common Stock that ultimately will be sold under the Plan
or the prices at which such shares will be sold. We expect to continue to obtain
a portion of our capital requirements through external sources with the type,
amount and timing of any sales of securities to depend upon market conditions
and other factors. We expect to obtain the balance of such requirements from
internally generated cash.
DESCRIPTION OF COMMON STOCK
Our Articles of Incorporation authorize 100,000,000 shares of Common Stock
without par value and 175,000 shares of Preferred Stock without par value. The
Board of Directors has the authority to establish one or more series of
Preferred Stock with such terms and rights as the Board may determine. 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. Under North Carolina
law, the election of directors requires a plurality of the votes cast in the
election. The Articles require the affirmative vote of a super majority of the
outstanding shares of voting stock to approve certain transactions such as
actions in connection with business combinations or other changes in control.
Shareholders do not have cumulative voting rights.
Our Articles of Incorporation and By-Laws contain certain provisions that
could have the effect of delaying, deferring or preventing a change in control.
These provisions include:
- A Board of Directors divided into three classes with staggered terms
which means that, as a general matter, only one-third of the Board must
stand for re-election at any annual meeting of shareholders;
- Nominations for the Board, with certain exceptions, must be made at least
60 days prior to the date of a meeting of shareholders; and
- 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.
Our shareholder rights plan generally provides the Board of Directors and
shareholders the right to act to substantially dilute the share ownership
position of any person who acquires 15% or more of our Common Stock. These
provisions could discourage bids for the Common Stock at a premium and might
adversely affect the market price of the Common Stock.
Holders of Common Stock are entitled to receive dividends that may be
declared from time to time by the Board of Directors subject to any preferences
that may be applicable to any shares of Preferred Stock then outstanding. Some
of the agreements under which our long-term debt was issued contain provisions
that restrict the amount of cash dividends that may be paid on Common Stock.
Under the most restrictive of these provisions, all of our retained earnings
were free of such restrictions as of July 31, 1999.
14
<PAGE> 16
In the event of liquidation, holders of Common Stock are entitled to all
assets that remain after satisfaction of creditors and the liquidation
preferences of any outstanding Preferred Stock, if any. Holders of Common Stock
do not have preemptive rights to purchase additional shares of Common Stock or
securities convertible into such shares. There are no redemption provisions on
any shares of Common Stock. The outstanding shares of Common Stock are, and the
additional shares offered hereby will be, fully paid and non-assessable.
The outstanding shares of Common Stock are, and the additional shares
offered hereby will be, listed on the New York Stock Exchange under the trading
symbol "PNY."
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.
LEGAL MATTERS
Martin C. Ruegsegger, who is our Vice President, Corporate Counsel and
Secretary and who is eligible to participate in the Plan, will pass upon the
validity of the shares of Common Stock offered by this Prospectus and certain
other legal matters. As of September 7, 1999, Mr. Ruegsegger owned 1,740 shares
of Common Stock.
EXPERTS
Our consolidated financial statements included in our Annual Report on Form
10-K for the year ended October 31, 1998, which are incorporated by reference in
this Prospectus, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated by reference in this
Prospectus in reliance upon the report of such firm given upon their authority
as experts in auditing and accounting.
You should rely only on the information contained or incorporated by
reference in this Prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell our Common Stock in any state where the offer or sale is not permitted.
You should assume that the information contained in this Prospectus is accurate
only as of its date. Our business, financial condition, results of operations
and prospects may have changed since that date.
15
<PAGE> 17
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
COMMON STOCK
NO PAR VALUE PER SHARE
--------------------
PROSPECTUS
--------------------
PIEDMONT NATURAL GAS COMPANY, INC.
LOGO
September 7, 1999
<PAGE> 18
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............................................ $18,383
Printing Costs.............................................. 5,000
Legal Fees.................................................. 6,000
Accounting Fees............................................. 5,000
-------
Total....................................................... $34,383
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Articles of Incorporation and North Carolina corporation laws,
each of the present and former directors and officers of the Company may be
entitled to indemnification under certain circumstances from certain
liabilities, claims and expenses arising from any threatened, pending or
completed action, suit or proceeding (including any such action, suit or
proceeding arising under the Securities Act of 1933), to which they are made a
party by reason of the fact that he or she is or was a director or officer of
the Company.
The Company insures its directors and officers against certain liabilities
and has insurance against certain payments which it may be obliged to make to
such persons under the indemnification provisions of its Articles of
Incorporation.
The following provisions of the North Carolina Business Corporation Act
govern indemnification of officers and directors of the Company:
SECTION 55-8-50. POLICY STATEMENT AND DEFINITIONS.
(a) It is the public policy of this State to enable corporations
organized under this Chapter to attract and maintain responsible, qualified
directors, officers, employees and agents, and, to that end, to permit
corporations organized under this Chapter to allocate the risk of personal
liability of directors, officers, employees and agents through
indemnification and insurance as authorized in this Part.
(b) Definitions in this Part:
(1) "Corporation" includes any domestic or foreign corporation
absorbed in a merger which, if its separate existence had continued,
would have had the obligation or power to indemnify its directors,
officers, employees, or agents, so that a person who would have been
entitled to receive or request indemnification from such corporation if
its separate existence had continued shall stand in the same position
under this Part with respect to the surviving corporation.
(2) "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is
or was serving at the corporation's request as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise. A director is considered to be serving an employee
benefit plan at the corporation's request if his duties to the
corporation also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires otherwise, the estate
or personal representative of a director.
(3) "Expenses" means expenses of every kind incurred in defending a
proceeding, including counsel fees.
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<PAGE> 19
(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 transaction in which
a director has a conflict of interest, and no such indemnification shall be
void or voidable on such ground.
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<PAGE> 20
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.
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<PAGE> 21
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.
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<PAGE> 22
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 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. 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 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,"
II-5
<PAGE> 23
neglect, error, misstatement, misleading statement omission, or other act done
or wrongfully attempted, while acting in their respective capacities as
directors or officers.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
3.1 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).
3.2 By-Laws of the Company, as amended (filed as Exhibit C to
the Proxy Statement included as Exhibit 2 of the Company's
Registration Statement on Form 8-B, dated March 2, 1994, No.
1-6196, and incorporated herein by reference).
4.1 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).
4.2 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).
4.3 Copy of Rights Agreement dated as of February 27, 1998,
between the Company and Wachovia Bank, N.A., as Rights
Agent, including the Rights Certificate (filed as Exhibit
10.1 to Current Report on Form 8-K of the Company dated
February 27, 1998, and incorporated herein by reference).
5 Opinion of Martin C. Ruegsegger, Esquire, Vice President,
Corporate Counsel and Secretary of 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
II-6
<PAGE> 24
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or (15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(4) 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 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-7
<PAGE> 25
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 3rd day of
September, 1999.
By: /s/ JOHN H. MAXHEIM
------------------------------------
John H. Maxheim
Chairman of the Board
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>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ JOHN H. MAXHEIM Director, Chairman of the September 3, 1999
- ----------------------------------------------------- Board and Chief Executive
John H. Maxheim Officer
/s/ DAVID J. DZURICKY Senior Vice September 3, 1999
- ----------------------------------------------------- President--Finance (Principal
David J. Dzuricky Financial Officer)
/s/ BARRY L. GUY Vice President and Controller September 3, 1999
- ----------------------------------------------------- (Principal Accounting
Barry L. Guy Officer)
* Director
- -----------------------------------------------------
Jerry W. Amos
* Director
- -----------------------------------------------------
C. M. Butler III
* Director
- -----------------------------------------------------
Sam J. DiGiovanni
* Director
- -----------------------------------------------------
John W. Harris
* Director
- -----------------------------------------------------
Muriel W. Helms
* Director
- -----------------------------------------------------
John F. McNair III
* Director
- -----------------------------------------------------
Ned R. McWherter
* Director
- -----------------------------------------------------
Walter S. Montgomery, Jr.
* Director
- -----------------------------------------------------
Donald S. Russell, Jr.
* Director, President and Chief
- ----------------------------------------------------- Operating Officer
Ware F. Schiefer
* Director
- -----------------------------------------------------
John E. Simkins, Jr.
*By: /s/ DAVID J. DZURICKY September 3, 1999
------------------------------------------------
David J. Dzuricky
(Attorney-in-Fact)
</TABLE>
II-8
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
5 Opinion of Martin C. Ruegsegger, Esquire, Vice President,
Corporate Counsel and Secretary of 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>
<PAGE> 1
EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY
OF SECURITIES BEING REGISTERED
September 3, 1999
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 Common Stock, no par value per share, which the
Company proposes to offer and sell pursuant to the 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
Vice President, 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 18, 1998, appearing in the Annual Report on Form 10-K of Piedmont
Natural Gas Company, Inc., for the year ended October 31, 1998, which is
incorporated by reference in the Registration Statement.
We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
September 3, 1999
<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
27th day of August, 1999.
/s/ JERRY W. AMOS
Jerry W. Amos
STATE OF NORTH CAROLINA
COUNTY OF BUNCOMBE
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 27th day of August, 1999.
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
18th day of June, 1999.
/s/ SAM J. DIGIOVANNI
Sam J. DiGiovanni
STATE OF ILLINOIS
COUNTY OF COOK
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 18th day of June, 1999.
RUSSELL J. RUSCIGNO
Notary Public
My commission expires:
May 1, 2002
<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
21st day of June, 1999.
/s/ JOHN W. HARRIS
John W. Harris
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 June, 1999.
PAMELA MADARIS
Notary Public
My commission expires:
July 21, 2001
<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 June, 1999.
/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 21st day of June, 1999.
M. MARIE HARPER
Notary Public
My commission expires:
February 19, 2004
<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
23rd day of June, 1999.
/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 23rd day of June, 1999.
--------------------
MADELYN B. PRITCHETT
Notary Public
My commission expires:
March 19, 2001
<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
15th day of June, 1999.
/s/ WALTER S. MONTGOMERY, JR.
Walter S. Montgomery, Jr.
STATE OF SOUTH CAROLINA
COUNTY OF SPARTANBURG
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 15th day of June, 1999.
PATRICIA J. TATE
Notary Public
My commission expires:
March 31, 2002
<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
22nd day of June, 1999.
/s/ DONALD S. RUSSELL, JR.
Donald S. Russell, Jr.
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
This is to certify that before me personally came Donald S. Russell,
Jr. known to me to be the individual described in and who executed the foregoing
Power of Attorney, and the undersigned Notary Public duly acknowledged that this
person executed this document, this 22nd day of June, 1999.
DEBRA L. BRUCKI
Notary Public
My commission expires:
December 18, 2000
<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
20th day of June, 1999.
/s/ WARE F. SCHIEFER
Ware F. Schiefer
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 20th day of June, 1999.
DEBRA L. BRUCKI
Notary Public
My commission expires:
December 18, 2000
<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
27th day of August, 1999.
/s/ JOHN E. SIMKINS, JR.
John E. Simkins, Jr.
STATE OF NORTH CAROLINA
COUNTY OF BUNCOMBE
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 27th day of August, 1999.
DEBRA L. BRUCKI
-------------------
Notary Public
My commission expires:
December 18, 2000
<PAGE> 10
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
27th day of August, 1999.
/s/ C.M. BUTLER III
C.M. Butler III
STATE OF NORTH CAROLINA
COUNTY OF BUNCOMBE
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 27th day of August, 1999.
DEBRA L. BRUCKI
---------------
Notary Public
My commission expires:
December 18, 2000
<PAGE> 11
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
27th day of August, 1999.
/s/ MURIEL W. HELMS
Muriel W. Helms
STATE OF NORTH CAROLINA
COUNTY OF BUNCOMBE
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 27th day of August, 1999.
DEBRA L. BRUCKI
Notary Public
My commission expires:
December 18, 2000
