<PAGE>
SCHEDULE 14a
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
<TABLE>
<S> <C>
Filed by the Registrant: /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11c or Rule 14a-12
</TABLE>
<TABLE>
<S> <C>
PIEDMONT NATURAL GAS COMPANY, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
PIEDMONT NATURAL GAS
COMPANY, INC.
1915 REXFORD ROAD/POST OFFICE BOX 33068
CHARLOTTE, NORTH CAROLINA 28233
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
ANNUAL MEETING
FEBRUARY 25, 2000
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE REQUESTED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT
IN THE ENCLOSED ENVELOPE (TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE
UNITED STATES). PLEASE SEE ON THE FIRST PAGE OF THIS PROXY THE ALTERNATIVE
VOTING METHODS USING THE INTERNET AND TELEPHONE.
<PAGE>
PIEDMONT NATURAL GAS COMPANY, INC.
1915 Rexford Road
Post Office Box 33068
Charlotte, North Carolina 28233
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 25, 2000
The Annual Meeting of Shareholders of Piedmont Natural Gas Company, Inc.
(the "Company"), will be held at the Executive Offices of the Company, 1915
Rexford Road, Charlotte, North Carolina, on February 25, 2000, at 9:30 a.m.,
EST, for the following purposes:
1. To elect four Directors, each to serve for a term of three years
(Proposal A); and
2. To ratify the selection by the Board of Directors of the firm of
Deloitte & Touche LLP as independent auditors of the Company for the current
fiscal year (Proposal B); and
3. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on January 13, 2000,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting. Accordingly, only holders of Common Stock of record
on such date will be entitled to vote at the Meeting.
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date and return the enclosed proxy promptly in the accompanying reply envelope.
If your shares are registered directly with our transfer agent, American Stock
Transfer & Trust Company, you may vote either via the Internet or by calling the
transfer agent. Specific instructions to be followed by any registered
shareholder interested in voting via the Internet or telephone are set forth on
the enclosed proxy card. If your shares are held in a bank or brokerage account,
you may be eligible to vote your proxy electronically or by telephone. Please
refer to the enclosed voting form for instructions.
By order of the Board of Directors,
Martin C. Ruegsegger
VICE PRESIDENT, CORPORATE COUNSEL AND
SECRETARY
January 25, 2000
THE FORM OF PROXY IS ENCLOSED TO ENABLE YOU TO VOTE YOUR SHARES AT THE MEETING.
YOU ARE URGED, REGARDLESS OF THE NUMBER OF SHARES YOU HOLD, TO COMPLETE, SIGN,
DATE AND RETURN THE PROXY PROMPTLY. A RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
PIEDMONT NATURAL GAS COMPANY, INC.
1915 Rexford Road
Post Office Box 33068
Charlotte, North Carolina 28233
PROXY STATEMENT
The following information is furnished in connection with the Annual Meeting
of Shareholders (the "Meeting") of Piedmont Natural Gas Company, Inc. (the
"Company"), to be held at the Company's executive offices in Charlotte, North
Carolina, on February 25, 2000, and was first mailed to shareholders on or about
January 25, 2000. The notice is set forth on the front page of this Proxy
Statement. The Company's principal executive offices are located at 1915 Rexford
Road, Charlotte, North Carolina 28211, and its telephone number is 704-364-3120.
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors of the Company. The cost of soliciting proxies will be borne by the
Company. In addition to solicitation by mail, proxies may be solicited by
Directors, officers and employees of the Company, personally or by telephone or
facsimile, none of whom will be separately compensated for such activities. The
Company has retained W.F. Doring & Co. to assist in the solicitation of proxies
in the same manner for an estimated fee of $4,000, plus reimbursement of
out-of-pocket expenses. Arrangements may also be made with brokerage houses and
other custodians, nominees and fiduciaries who are record holders of shares of
Common Stock for the forwarding of proxy materials to the beneficial owners of
such shares, and the Company will reimburse them for their expenses.
The Company had issued and outstanding on January 13, 2000, 31,372,216
shares of Common Stock, which shares constitute the only class of stock which is
entitled to notice of and to vote at the Meeting. Only holders of Common Stock
of record at the close of business on January 13, 2000, will be entitled to
notice of and to vote at the Meeting, one vote for each share of stock.
The holders of a majority of the outstanding shares of Common Stock present
in person or represented by proxy at the Meeting will constitute a quorum. Since
many shareholders cannot attend the Meeting, it is necessary that a large number
be represented by proxy. The Board has accordingly designated proxyholders to
represent those shareholders who cannot be present in person and who desire to
be so represented.
The presence of a shareholder at the Meeting will not automatically revoke
such shareholder's proxy. However, shareholders who sign proxies have the right
to revoke them at any time before they are voted by filing with the Vice
President, Corporate Counsel and Secretary of the Company an instrument revoking
the proxy or a duly executed proxy bearing a later date or by attending the
Meeting and voting in person.
Shareholders whose shares are registered directly with our transfer agent,
American Stock Transfer & Trust Company, may vote either via the Internet or by
calling American Stock Transfer & Trust Company. Specific instructions to be
followed by any registered shareholder interested in voting via the Internet or
telephone are shown on the enclosed proxy card. The Internet and telephone
voting procedures are designed to authenticate the shareholder's identity and to
allow shareholders to vote their shares and confirm that their instructions have
been properly recorded.
If your shares are registered in the name of a bank or brokerage firm, you
may be eligible to vote your shares electronically via the Internet or by
telephone. A large number of banks and brokerage firms are participating in the
ADP Investor Communication Services online program. This program provides
eligible shareholders who receive a paper copy of the annual report and proxy
statement the opportunity to vote via the Internet or by telephone. If the
entity holding your shares is participating in ADP's program, your
<PAGE>
voting form will provide instructions. If your voting form does not reference
Internet or telephone information, please complete and return the paper proxy
card in the self-addressed, postage-paid envelope provided.
We are offering you the option to receive future proxy materials via the
Internet. If you would like to receive future Company proxy statements and
annual reports electronically, please visit www.investpower.com to enroll.
Please reference the Company number and account number on the front portion of
your proxy card. Receiving future annual reports and proxy statements via the
Internet will be simpler for you, will save the Company money and is friendlier
to the environment. If you have a computer with Internet access, we hope you
will follow the instructions and sign up.
Thank you for your support of Piedmont Natural Gas Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth each person or entity known by management to
own of record or beneficially more than 5% of the outstanding Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP CLASS
- -------------- ------------------- ----------------------- ----------
<S> <C> <C> <C>
Common Stock Cincinnati Financial Corporation 1,888,600 (1) 6.02%
6200 South Gilmore Road
Fairfield, Ohio 45014
</TABLE>
- ------------------------
(1) According to a Schedule 13G filed with the Securities and Exchange
Commission on February 11, 1998, and based upon information provided to the
Company by an executive officer of Cincinnati Financial Corporation.
Cincinnati Financial Corporation exercises sole voting and sole dispositive
power over the shares.
PURPOSES OF THE MEETING
At the Meeting, the shareholders will consider and vote upon the following
matters:
1. The election of four Directors, each of whom would serve for a term of
three years or until their successors are duly elected and qualified (Proposal
A);
2. The ratification of the action of the Board in selecting Deloitte &
Touche LLP as independent auditors of the Company for the current fiscal year
(Proposal B); and
3. Such other business as may properly come before the Meeting or any
adjournment(s) thereof.
The enclosed form of proxy provides a means for any shareholder to direct
the proxyholders to vote for all nominees for election to the Board or to
withhold authority to vote for any one or more or all of the nominees. A
shareholder may also vote for or against or may abstain from voting on Proposal
B. If the enclosed proxy is properly marked, signed, dated and returned, and not
revoked, it will be voted in accordance with the instructions thereon. If no
instructions are given, the proxy will be voted for the nominees named herein
for election to the Board and for the ratification of the selection by the Board
of independent auditors for the current fiscal year. Should other matters
properly come before the Meeting, the proxyholders will vote the proxies thereon
in accordance with their best judgment.
2
<PAGE>
Abstentions and broker non-votes will be counted for purposes of determining
whether a quorum is present at the Meeting. With respect to election of
Directors and ratification of auditors, abstentions and broker non-votes will
not affect the election results, so long as a quorum is present.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT EACH SHAREHOLDER VOTE FOR
EACH PROPOSAL.
PROPOSAL A
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Board of Directors shall consist
of such number of directors as shall be fixed from time to time by resolution of
the Board, but shall not be less than nine. The Articles of Incorporation divide
the Board into three classes, designated Class I, Class II and Class III, with
one class standing for election each year for a three-year term. The Articles
provide that each class shall consist as nearly as possible of one-third of the
total number of directors constituting the entire Board.
C. M. Butler III, Sam J. DiGiovanni and John W. Harris, whose terms expire
at the Meeting, are again standing for election for three-year terms. John F.
McNair III, whose term expires in 2000, is not standing again for election in
accordance with the retirement policy of the Board. On June 4, 1999, the Board
of Directors elected Ware F. Schiefer as a Director in Class II until
consideration for election as a Director by the shareholders of the Company at
the 2000 Annual Meeting of shareholders. All nominees, with the exception of
Mr. Schiefer, have been previously elected by the shareholders. In accordance
with the policy of the Board, Mr. DiGiovanni has agreed to resign from the Board
effective at the 2001 annual meeting of shareholders since he will have attained
the age of 72.
In the absence of instructions to the contrary, it is intended that the
shares covered by the accompanying proxy will be voted for the election of these
persons as directors in Class II to serve three-year terms expiring in 2003. The
election of directors requires a plurality of the votes cast at the Meeting. If
all nominees are elected, the Board will consist of eleven members.
The Board does not know of any nominee or nominees who will be unable or
unwilling to serve, but if any of them should be unable to serve, the proxies
will be voted under discretionary authority for a substitute or substitutes
designated by the Board, unless appropriate action has been taken to provide for
a lesser number of directors.
3
<PAGE>
The following sets forth certain information concerning each person
nominated for election as a director and each person whose term of office as a
director will continue after the Meeting:
<TABLE>
<CAPTION>
DIRECTOR OF THE BUSINESS EXPERIENCE DURING PAST
NAME COMPANY SINCE FIVE YEARS AND OTHER INFORMATION
- ---- --------------- ----------------------------------------------
<S> <C> <C>
NOMINEES FOR ELECTION AS DIRECTORS
FOR TERMS EXPIRING IN 2003:
C.M. Butler III...................... 1991 Age 56. Attorney and consultant in financial
and regulatory affairs, Houston, Texas. Mr.
Butler is also a director of Equity
Compression Services, Inc.
Sam J. DiGiovanni.................... 1988 Age 71. Former Partner in Arthur Andersen &
Co. (certified public accountants), Chicago,
Illinois.
John W. Harris....................... 1997 Age 52. President and Chief Executive Officer
of Lincoln Harris, LLC (commercial real estate
and investment management), Charlotte, North
Carolina. Mr. Harris is also a director of
Virginia Power Company and US LEC.
Ware F. Schiefer..................... 1999 Age 62. President and Chief Operating Officer
of the Company, Charlotte, North Carolina.
Prior to 1999, Mr. Schiefer was Executive Vice
President of the Company.
DIRECTORS CONTINUING IN OFFICE
UNTIL 2001:
Jerry W. Amos........................ 1978 Age 61. Partner in the law firm of Amos,
Jeffries & Robinson, L.L.P., Charlotte and
Greensboro, North Carolina, and General
Counsel to the Company.
John H. Maxheim...................... 1979 Age 65. Chairman of the Board and Chief
Executive Officer of the Company, Charlotte,
North Carolina. Prior to 1999, Mr. Maxheim was
also President of the Company. Mr. Maxheim is
also a director of the Southern Region Board
of Wachovia Bank of North Carolina, N.A., and
Conso Products Company.
Walter S. Montgomery, Jr. ........... 1973 Age 70. President and Treasurer and Chief
Executive Officer of Spartan Mills (textile
manufacturer), Spartanburg, South Carolina.
Mr. Montgomery is also a director of Allendale
Insurance Company (Advisory Board), Spartan
Mills and Montgomery Industries.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR OF THE BUSINESS EXPERIENCE DURING PAST
NAME COMPANY SINCE FIVE YEARS AND OTHER INFORMATION
- ---- --------------- ----------------------------------------------
<S> <C> <C>
DIRECTORS CONTINUING IN OFFICE
UNTIL 2002:
Muriel W. Helms...................... 1993 Age 58. Partner, Greater Carolinas Real Estate
Services, Inc., Charlotte, North Carolina.
From 1990 to 1997, Ms. Helms was President of
the Charlotte Area of Prudential Carolinas
Realty.
Ned R. McWherter..................... 1995 Age 69. Former Governor of the State of
Tennessee, Dresden, Tennessee. Mr. McWherter
is also a director of Coca-Cola Bottling Co.
Consolidated and SunTrust Bank.
Donald S. Russell, Jr. .............. 1966 Age 61. Attorney at Law, Columbia, South
Carolina. Mr. Russell is also a director of
Jefferson-Pilot Corporation.
John E. Simkins, Jr. ................ 1966 Age 61. Assistant to the Director, Information
Technology and Communications Division,
Maryland Department of Public Safety and
Correctional Services, Baltimore, Maryland.
From March 1996 through April 1997, Mr.
Simkins was Deputy State Director, Maryland
Small Business Development Center Network.
Prior to 1996, Mr. Simkins was Manager,
Planning and Administration in the C3I
Logistics Support Division and in the
Aerospace Logistics Support Division of
Westinghouse Electric Corporation.
</TABLE>
5
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During the fiscal year ended October 31, 1999, the Board held five meetings.
All Directors attended 75% or more of the aggregate meetings of the Board and
committees of the Board on which they served.
COMMITTEES OF THE BOARD
The Board has several standing committees, including an Audit Committee, a
Compensation Committee and a Nominating Committee.
The members of the Audit Committee are Sam J. DiGiovanni (Chairman), C.M.
Butler III, Ned R. McWherter and John E. Simkins, Jr. The Committee met twice
during the fiscal year. The Audit Committee recommends to the Board the
engagement of the independent auditors, reviews the arrangements for and scope
of the audit, reviews internal auditing procedures and the adequacy of internal
controls, and reviews the reports submitted by the independent auditors.
The members of the Compensation Committee are John F. McNair III (Chairman),
Sam J. DiGiovanni, John W. Harris and Walter S. Montgomery, Jr. John H. Maxheim
is an ex officio member. The Committee met three times during the fiscal year.
The Compensation Committee oversees compensation policies and programs,
including the Employee Salary Administration Plan and the Executive Long-Term
Incentive Plan. It also recommends to the Board the salaries and other
compensation of elected officers and Directors and reviews executive development
and management succession plans.
The members of the Nominating Committee are Jerry W. Amos (Chairman), John
H. Maxheim, John W. Harris, John F. McNair III and Donald S. Russell, Jr. The
Committee met once during the fiscal year. The Nominating Committee recommends
to the Board nominees to fill vacancies on the Board as they occur and
recommends candidates for election as directors at annual meetings of
shareholders. The Committee will consider nominees recommended by shareholders
upon submission in writing to the Vice President, Corporate Counsel and
Secretary of the Company of the names of such nominees, together with their
qualifications for service and evidence of their willingness to serve. Such
nominations to the Board must be made at least sixty days prior to the
shareholders' meeting at which the election of directors will take place.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company or its affiliated companies
are paid an annual retainer for Board service of $24,000, an attendance fee of
$750 for each Board meeting attended and an attendance fee of $500 for each
committee meeting attended, in addition to reimbursement for expenses incurred
in attending such meetings. If a Director elects to invest any of his or her
director fees in the Dividend Reinvestment and Stock Purchase Plan (the "DRIP"),
the Company will match 25% of such fees for investment in the DRIP. Directors
who are employees receive no additional compensation for their services as
Directors.
A non-employee Director who shall have served more than ten continuous years
on the Board is entitled to receive on retirement from the Board at any age, an
annual retirement benefit equal to the annual retainer fee in effect at the time
of his or her retirement, which retirement benefit will continue for life.
Should a non-employee Director die before ten years have elapsed from the
retirement date of that Director from the Board, a retirement benefit shall be
paid to the Director's designated beneficiary(s) in an amount equal to the
annual retainer fee in effect at the time of the Director's retirement for the
6
<PAGE>
remaining portion of the ten-year period following the retirement date of that
Director from the Board. Should a non-employee Director die while serving on the
Board, the Director's previously designated beneficiary(s) shall be paid ten
times the annual retainer fee that is in effect at the date of such Director's
death.
In the event of a change in control or a potential change in control, a
non-employee director shall be entitled to receive the benefits listed in the
previous paragraph above had the Director retired on the date immediately
preceding the change in control or potential change in control without regard to
the number of years served, or a lump sum cash amount equal to 150% of the net
present value of such retirement benefits.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Following the retirement of Mr. Maxheim as an officer and employee of the
Company on February 25, 2000, Mr. Maxheim has agreed to provide advice and
assistance to the Chief Executive Officer and the Board of Directors on a
variety of matters. This agreement is effective March 1, 2000, and shall end on
February 28, 2003, unless terminated sooner as provided in the agreement;
provided, however, that no cancellation by the Company for any reason other than
for cause will terminate the requirement to pay the annual fees for three years.
For such services, Mr. Maxheim shall receive annual compensation of $195,000,
reimbursement of reasonable travel and other out-of-pocket expenses incurred in
connection with his services, office space and secretarial services at the
Company's offices.
Amos, Jeffries & Robinson, L.L.P., a limited liability partnership, received
$521,306 for legal services performed for the Company during the 1999 fiscal
year. This law firm is expected to continue to perform such services during the
current fiscal year. Jerry W. Amos, a Director and General Counsel to the
Company, is a partner in this law firm. Transactions involving this law firm and
the Company were made in the ordinary course of business and, in the opinion of
management, were on substantially the same terms to the Company as those
prevailing at the time from unrelated parties for comparable transactions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES AS DIRECTORS FOR THE TERMS STATED.
PROPOSAL B
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of the Audit Committee, has
selected Deloitte & Touche LLP, independent auditors, to serve as the
independent auditors of the Company for the fiscal year ending October 31, 2000.
Deloitte & Touche LLP has acted as the independent auditors of the Company since
1951. Although not required to submit this selection to the shareholders for
ratification, the Directors believe it is desirable that an expression of
shareholder opinion be solicited.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting. They will have an opportunity to make a statement if they desire to do
so and are expected to be available to respond to appropriate questions.
If a majority of the shares of Common Stock represented at the Meeting is
voted against ratification of the selection of Deloitte & Touche LLP, the
selection of independent auditors will be reconsidered by the Board.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
7
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of Common Stock
beneficially owned, as of December 1, 1999, by each Director and nominee, each
executive officer named in the Summary Compensation Table and all Directors and
executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT
AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
- ------------------------ ------------- ----------
<S> <C> <C>
DIRECTORS
Jerry W. Amos............................................... 64,018(3)(4) --
C. M. Butler III............................................ 1,500 --
Sam J. DiGiovanni........................................... 8,127(3)(5) --
John W. Harris.............................................. 5,740(3) --
Muriel W. Helms............................................. 6,120(3)(6) --
John H. Maxheim............................................. 156,992(3)(7) --
John F. McNair III.......................................... 9,433(3) --
Ned R. McWherter............................................ 5,000 --
Walter S. Montgomery, Jr.................................... 55,987(3)(8) --
Donald S. Russell, Jr....................................... 70,624 --
Ware F. Schiefer............................................ 34,424(7) --
John E. Simkins, Jr......................................... 2,709 --
EXECUTIVE OFFICERS
David J. Dzuricky........................................... 5,268(3) --
Ray B. Killough............................................. 30,944(3)(7) --
Thomas E. Skains............................................ 5,465 --
All Directors and Executive Officers as a Group (31
persons).................................................. 648,154(3)(7) --
</TABLE>
- ------------------------
(1) Unless otherwise indicated, each person listed has sole voting and
investment power.
(2) No person listed in the table beneficially owned more than 1% of the
outstanding Common Stock as of December 1, 1999. The number of shares
beneficially owned by all Directors and executive officers as a group
represents less than 3% of the outstanding Common Stock.
(3) The number of shares shown includes those credited to participants' accounts
under the DRIP.
(4) Includes 88 shares held by Mr. Amos' grandson, a minor, of which Mr. Amos is
custodian of the shares.
(5) Includes 4,401 shares held by Mr. DiGiovanni's spouse.
(6) Includes 93 shares held in trust of which Ms. Helms is trustee and 423
shares held by Ms. Helms' spouse.
(7) The number of shares shown includes those credited to participants' accounts
under the Employee Stock Ownership Plan.
(8) Includes 1,544 shares held in trust of which Mr. Montgomery is a co-trustee,
87 shares held in trust for the benefit of Mr. Montgomery, and 51,222 shares
of which Mr. Montgomery shares voting power as a trustee of the Rose and
Walter S. Montgomery, Sr. Foundation.
8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following Summary Compensation Table sets forth a summary of the
compensation paid to the Company's Chief Executive Officer and to the four other
most highly compensated executive officers in the three fiscal years ended
October 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION PAYOUTS
--------------------------- ------------
OTHER ANNUAL LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) COMPENSATION(2) PAYOUTS COMPENSATION(3)
- --------------------------- -------- --------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
John H. Maxheim................... 1999 $516,346 $186,281 $500,643 $211,315
Chairman of the Board 1998 472,115 99,200 486,420 139,389
and Chief Executive Officer 1997 447,115 111,669 436,224 132,446
Ware F. Schiefer.................. 1999 278,750 52,204 174,900 61,395
President and Chief 1998 237,308 38,236 169,899 52,560
Operating Officer 1997 223,308 42,381 147,477 44,969
Thomas E. Skains.................. 1999 223,038 41,170 114,642 11,495
Senior Vice President--Gas 1998 202,115 28,092 111,385 10,937
Supply and Services 1997 187,500 30,632 -- 11,499
Ray B. Killough................... 1999 220,577 42,327 112,728 18,682
Senior Vice President-- 1998 202,308 29,107 109,526 15,369
Operations 1997 192,308 31,518 91,334 14,808
David J. Dzuricky................. 1999 215,577 38,598 97,449 24,379
Senior Vice President--Finance 1998 194,692 25,595 94,649 21,258
1997 182,115 27,652 -- 20,164
</TABLE>
- ------------------------
(1) Due to the timing of bi-weekly pay period ending dates, the amounts for 1999
include 27 pay periods rather than the normal 26 pay periods.
(2) The amount in 1999 for Mr. Maxheim includes $131,243 for payments of
dividend equivalents on units awarded, but not yet distributed, under the
Executive Long-Term Incentive Plan. The amounts in 1999 for the other listed
officers are solely for payments of dividend equivalents.
(3) These amounts for 1999 consist of the following:
<TABLE>
<CAPTION>
MAXHEIM SCHIEFER SKAINS KILLOUGH DZURICKY
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Insurance premiums plus assumed income
tax liabilities under the Supplemental
Executive Benefit Plan (SEBP)................ $ 82,265 $39,695 $6,495 $13,682 $19,153
Salary continuation
accruals under the SEBP...................... 124,050 16,700 -- -- --
Company contributions
to the Salary Investment Plan................ 5,000 5,000 5,000 5,000 5,226
</TABLE>
9
<PAGE>
LONG-TERM INCENTIVE AWARDS
The following table provides information on long-term performance awards
granted by the Board in the fiscal year ended October 31, 1999, to the named
executive officers pursuant to the Executive Long-Term Incentive Plan.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYMENTS UNDER NON-STOCK
PRICE BASED PLANS(2)
NUMBER PERFORMANCE ---------------------------------------------------------
OF UNITS PERIOD THRESHOLD COMMENDABLE TARGET EXCELLENT MAXIMUM
NAME AWARDED(1) UNTIL PAYOUT # UNITS # UNITS # UNITS # UNITS # UNITS
- ---- ---------- ------------ --------- ----------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
John H. Maxheim(3)............ 34,173 5 years 27,338 30,756 34,173 37,590 41,008
Ware F. Schiefer.............. 13,813 5 years 11,050 12,432 13,813 15,194 16,576
Thomas E. Skains.............. 11,799 5 years 9,439 10,619 11,799 12,979 14,159
Ray B. Killough............... 11,799 5 years 9,439 10,619 11,799 12,979 14,159
David J. Dzuricky............. 11,338 5 years 9,070 10,204 11,338 12,472 13,606
</TABLE>
- ------------------------
(1) Each unit awarded is equivalent in value to one share of Common Stock. The
assumed stock price as of the date of award was $34.75 per share. If
performance measures are met, awards will be paid in three equal annual
installments beginning in December 2003. Payouts are 50% in shares of Common
Stock and 50% in cash, unless the participant elects to receive a greater
percentage in shares of stock. All units distributed, whether in shares of
stock or cash, will be valued at the market price of the stock at the date
of distribution.
(2) Payouts are determined based on the Company achieving increases in annual
net income for the performance period as set by the Board. The threshold
amount will be paid if at least 80% of the targeted performance is achieved,
the commendable amount if at least 90% is achieved, the target amount if at
least 100% is achieved, the excellent amount if at least 110% is achieved
and the maximum amount if 120% or more is achieved. No payment will be made
unless at least 80% of the targeted performance measure is achieved. An
amount equal to the dividend payable on one share of Common Stock is paid to
each participant in the Incentive Plan for each unit which has been awarded
and not distributed or canceled as of the record date for the dividend.
(3) In accordance with provisions in the Incentive Plan, Mr. Maxheim's
anticipated retirement in 2000 will result in the forfeiture of 60% of the
units awarded to him. Estimated future payments, if any, shown in the table
will be reduced by 60%.
EMPLOYMENT CONTRACTS AND TERMINATION, SEVERANCE AND CHANGE-OF-CONTROL
ARRANGEMENTS
On February 26, 1993, Mr. Maxheim entered into a four-year employment
agreement with the Company, effective December 1, 1992 (the "Commencement
Date"), at an initial base salary of $385,000 per annum. On each anniversary of
the Commencement Date, the then remaining term is automatically extended for an
additional year, unless the Company or Mr. Maxheim gives notice of termination
of such renewal 90 days prior to such anniversary date; provided, however, that
the term of the agreement shall not extend beyond Mr. Maxheim's 65th birthday.
However, on August 27, 1999, the Board of Directors extended the existing
employment contract with Mr. Maxheim on the same terms and conditions to
February 25, 2000. Mr. Maxheim's base salary agreement is subject to review and
increase annually by the Board. The agreement contains a covenant not to compete
with the Company or its subsidiaries for the term of the agreement and for two
years after termination of the agreement, except in the case of termination
without "cause," as defined therein, by the Company.
10
<PAGE>
Mr. Maxheim's employment agreement shall be terminated by his death or total
permanent disability and may be terminated for cause by the Company or upon
60 days' notice by Mr. Maxheim. Mr. Maxheim's compensation would continue to be
paid through the end of the month in which his death occurred, through the
effective date of his voluntary termination of employment (except in connection
with a "Change in Control"), and for 90 days following the date of a
determination of total permanent disability. If terminated for cause,
Mr. Maxheim would be entitled to no payments of compensation after the date of
termination.
In the event Mr. Maxheim's employment is terminated by the Company without
cause, the nature of his duties is diminished after a Change in Control of the
Company, or he voluntarily terminates his employment upon certain changes in his
rights or duties after a Change in Control whether or not approved by the Board,
he will be entitled to receive his annual base salary (which base salary
automatically shall be increased 10% per annum in the event of a Change in
Control) and all amounts which he may be or may become entitled to receive under
any bonus or incentive plan for the remainder of the term of the agreement. He
also will continue to be eligible to participate in other benefit plans of the
Company for the remainder of the term of the agreement. Upon such a Change in
Control that has not been approved by the requisite vote of the Board, the then
remaining term of the agreement is automatically extended for a four-year
period. In the event Mr. Maxheim is terminated by the Company without cause
within twelve months after a Change in Control, he is entitled to receive in a
lump sum all base salary (including automatic increases resulting from the
Change in Control), incentive compensation and bonuses payable to him over the
remaining term of the agreement. Under the agreement, should any dispute arise
between Mr. Maxheim and the Company regarding the terms of the agreement,
whether in formal legal proceedings or otherwise, the Company must reimburse him
for all his costs and expenses should he prevail in such dispute.
Effective December 1, 1999, Ware F. Schiefer, David J. Dzuricky, Ray B.
Killough and Thomas E. Skains, senior executive officers of the Company, entered
into revised employment agreements (the "Employment Agreements") with the
Company. The Board had previously determined that the continued retention of the
services of these officers on a long-term basis was in the best interest of the
Company in that it promoted the stability of senior management and it enabled
the Company to retain the services of a well-qualified officer with extensive
contacts in the natural gas industry.
The term of employment under the Employment Agreement for Mr. Schiefer is
for a two-year period commencing on December 1, 1999, and the term of employment
under each Employment Agreement for Messrs. Dzuricky, Killough and Skains is for
a one-year period commencing December 1, 1999. All such Employment Agreements
shall automatically be extended to a full one-year period, a two-year period in
the case of Mr. Schiefer, on each successive day during the term of each
Employment Agreement. If written notice from the Company or the officer is
delivered to the other party advising the other party that the Employment
Agreement is not to be further extended, then the Employment Agreement is
terminated on the first anniversary of the date of notice, or, on the second
anniversary of the date of notice in the case of Mr. Schiefer. No extension
shall allow the Employment Agreements to extend beyond the date on which the
officer reaches 65 years of age.
Each officer's base salary may be increased from time to time by the Board
as reflected by the duties required of the officer. Each Employment Agreement
contains a covenant not to compete with the Company or its subsidiaries for the
term of the Employment Agreement without prior written consent of the Company.
11
<PAGE>
Each Employment Agreement shall be terminated upon the death or total
permanent disability of the officer. Compensation would continue to be paid
through the end of the month in which the officer died, through the effective
date of the officer's voluntary termination of employment (except in connection
with a "Change in Control"), and for 90 days following. If terminated for cause,
the officer would not be entitled to receive compensation or other benefits
(other than vested benefits) after the date of termination.
Each of the four senior executive officers has also entered into a Severance
Agreement with the Company. If such officer is terminated following a Change in
Control, other than (i) by the Company for cause, (ii) by reason of death or
disability, or (iii) by the officer without good reason, including retirement
from the Company by the officer, then the Company shall pay the officer a lump
sum severance payment, in cash, equal to three times the officer's annual
compensation prior to the officer's termination of employment date (the "Date of
Termination"). Furthermore, for a three-year period following the Date of
Termination, the Company shall arrange to provide the officer and their
dependents' life, disability, accident and health insurance benefits
substantially similar to those provided to the officer and their dependents
immediately prior to the Date of Termination.
RETIREMENT PLAN
The Company maintains a defined benefit plan (the "Retirement Plan") which
covers all full-time employees upon attainment of age 21 and completion of one
year of service, or attainment of age 30. The full cost of the Retirement Plan
is paid by the Company. Benefits under the Retirement Plan become fully vested
prior to normal retirement age upon the completion of five years of service, and
are determined by a step-rate formula which utilizes the participant's covered
compensation, final average earnings and credited years of service.
In the event of retirement at or after age 65, the average Retirement Plan
participant with maximum credited service of 35 years is, in general, entitled
to an annual pension for life in an amount which, when added to primary Social
Security benefits, will equal approximately 75% of the participant's average
annual compensation during the five consecutive years of the last ten years
prior to retirement during which the participant received his or her highest
compensation. Benefits are also provided under the Retirement Plan in the event
of early retirement at or after age 55 with ten years of credited service and in
the event of retirement for disability.
The persons named in the Summary Compensation Table above are participants
in the Retirement Plan that provides for fixed benefits computed on an actuarial
basis for all covered employees. The amount of the contribution, payment or
accrual by the Company with respect to a specified person under the Retirement
Plan cannot readily be separately or individually calculated. The Company was
not permitted by law to make a deductible contribution to the Retirement Plan
during the 1999 Plan year, as it was determined by actuaries that the Retirement
Plan met the definition of "fully funded" under Section 214(c)(6) of the Tax
Code.
Based upon current remuneration of the individuals named in the Summary
Compensation Table and their expected credited years of service at normal
retirement age (65), the estimated annual retirement benefits payable upon
retirement to each of the named individuals and their credited years of service
as of October 31, 1999, are as follows: Mr. Maxheim, $104,721, 21 years;
Mr. Schiefer, $90,424, 34 years; Mr. Skains, $79,751, four years; Mr. Killough,
$86,940, 26 years; and Mr. Dzuricky $76,943, four years.
The amounts shown in the following table are those payable in the event of
retirement at age 65 on December 31, 1999. The table illustrates the estimated
normal annual retirement benefits payable under
12
<PAGE>
the Retirement Plan for the specified remuneration and years of service
classifications. The amounts shown do not reflect reductions that would result
from joint and survivor elections.
<TABLE>
<CAPTION>
ANNUAL BENEFITS UPON RETIREMENT
WITH YEARS OF SERVICE INDICATED
---------------------------------
FINAL AVERAGE ANNUAL EARNINGS 15 25 35
- ----------------------------- --------- --------- ---------
<S> <C> <C> <C>
$150,000.................................................... $52,531 $ 73,378 $ 80,051
200,000.................................................... 65,537 97,979 107,853
250,000.................................................... 73,754 115,155 127,416
300,000.................................................... 73,754 115,155 127,416
350,000.................................................... 73,754 115,155 127,416
400,000.................................................... 73,754 115,155 127,416
450,000.................................................... 73,754 115,155 127,416
</TABLE>
The Employee Retirement Income Security Act of 1974 places certain
limitations on benefits which may be paid under qualified plans. Current law
limits the amount payable in 1999 under a defined benefit plan to $130,000 and
limits compensation used in 1999 for determining benefits to $160,000 per year.
COMPARISONS OF CUMULATIVE TOTAL SHAREHOLDER RETURNS
The following performance graph compares the Company's cumulative total
shareholder return from October 31, 1994, through October 31, 1999 (a five-year
period), to that of the Standard & Poor's 500 Stock Index, a broad market index
("S & P 500"), and to that of the Standard & Poor's Natural Gas Index, an index
of natural gas utility companies (the "S & P Natural Gas").
The graph assumes that the value of an investment in Common Stock and in
each index was $100 on October 31, 1994, and that all dividends were reinvested.
Stock price performances shown on the graph are not indicative of future price
performances.
COMPARISONS OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED AT OCTOBER 31, 1994
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PIEDMONT S&P 500 S&P NATURAL GAS
<S> <C> <C> <C>
1994 100 100 100
1995 115 126 115
1996 135 157 167
1997 162 207 188
1998 208 253 215
1999 200 317 277
</TABLE>
13
<PAGE>
The following performance graph compares the Company's cumulative total
shareholder return from October 31, 1984, through October 31, 1999 (a
fifteen-year period), to that of the S & P 500 Index and to that of the S & P
Natural Gas Index.
The graph assumes that the value of an investment in Common Stock and in
each index was $100 on October 31, 1984, and that all dividends were reinvested.
Stock price performances shown on the graph are not indicative of future price
performances.
COMPARISONS OF FIFTEEN-YEAR TOTAL RETURNS
VALUE OF $100 INVESTED AT OCTOBER 31, 1984
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PIEDMONT S&P 500 S&P NATURAL GAS
<S> <C> <C> <C>
1984 100 100 100
1985 128 119 136
1987 180 169 157
1989 297 245 240
1991 358 303 220
1993 664 383 292
1995 638 502 319
1997 894 823 521
1999 1,105 1,262 768
</TABLE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors provides overall
guidance in the development of executive compensation programs, including the
Employee Salary Administration Plan and the Executive Long-Term Incentive Plan.
During 1999, the Committee was composed of four outside directors. The Committee
reviews the Performance Management Program for salaried employees, the chief
executive officer's compensation level, and other officer compensation levels.
In addition, the Committee evaluates the performance of management and considers
management succession and related matters. To assist the Committee in its review
and evaluations, independent compensation consultants are periodically retained
to confirm the competitiveness of the Company's compensation policies and
practices.
The goals of the Compensation Committee are to create compensation packages
for officers and key managers which will attract and retain persons of
outstanding ability and to reward those officers and key managers for superior
corporate performance as measured by financial results and strategic
achievements. This provides a greater incentive for the officers and key
managers to make material contributions to the success of the Company,
shareholder value and the service provided to customers.
Executive compensation for 1999 was comprised primarily of two elements:
base salary and long-term incentive awards. The relative levels of base salary
for officers are designed to reflect each officer's scope
14
<PAGE>
of responsibility and accountability. To determine the necessary amounts of base
salary to attract and retain top quality management, the Compensation Committee
reviews salary and other compensation arrangements in effect at comparable
natural gas distribution companies as well as a large number of other companies.
The compensation policy of the Company is that a substantial portion of the
annual compensation of each officer relates to and must be contingent upon the
performance of the Company, as well as the individual contribution of each
officer. Therefore, a material portion of an officer's compensation is "at risk"
through long-term incentive compensation. Target levels, depending upon
management responsibilities, can amount to approximately 30-50% of average
annual salary compensation. Over time, the compensation policy continues to
place less emphasis on base salary and greater emphasis on variable,
performance-related long-term incentive compensation. The goal of this policy is
to further align the interests of management with the interests of shareholders.
Regarding base salary compensation, the compensation for each of the five
highest paid officers for 1999 was reviewed and was found to be reasonable as
compared with executives in similarly situated positions in peer group companies
in view of the Company's performance and the contribution of those officers to
established performance standards.
The "at risk" component of the policy has been implemented through adoption
of an executive long-term incentive plan. The Board of Directors and
shareholders first approved such a plan in 1986. In 1996, the Board adopted a
substantially similar executive long-term incentive plan approved by
shareholders in 1997. Under this new plan, as in the old plan, the Board may
award units (consisting of a combination of shares of Common Stock and cash) to
eligible participants. Depending upon the levels of financial performance
achieved by the Company during a performance period, distribution of those
awards may be made. The plan requires that a minimum threshold be achieved in
order for any award to be distributed.
In 1998, under the executive long-term incentive plan, the Board of
Directors, at the recommendation of the Compensation Committee, adopted a
five-year performance period program that is currently in effect where the
financial performance target is a 6% compounded, average increase in net
after-tax earnings. If this target is achieved, a distribution of the units may
be granted by the Board to eligible participants and distributed over a
three-year period. If performance exceeds targeted performance goals, up to 120%
of the units may be distributed as determined by the Board of Directors.
The general executive compensation policies described above also apply to
the recommendations made by the Compensation Committee and approved by the Board
(excluding Mr. Maxheim) with respect to the 1999 compensation for Mr. Maxheim as
the Chairman of the Board and Chief Executive Officer. The 1999 base salary of
$500,000 for Mr. Maxheim was based principally on his rights under his
employment agreement with the Company dated February 26, 1993, as described in
the Company's proxy statement. This increase of $25,000 from his base salary in
1998 is in recognition of his overall performance and in recognition of his
leadership which contributed to an increase in value of the Company's common
stock at an annual compound return of 15.2% over the past five years ending
October 31, 1999. Mr. Maxheim is also eligible for awards of units under the
Executive Long-Term Incentive Plan.
Submitted by the Compensation Committee
John F. McNair III, Chairman
Sam J. DiGiovanni
John W. Harris
Walter S. Montgomery, Jr.
15
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Maxheim is an ex officio member of the Compensation Committee. As an ex
officio member, he participates in the discussions of the Committee but does not
vote on Committee actions. Moreover, he does not participate in and is not
present during the Committee's deliberations on compensation matters related to
him.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
executive officers and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in their ownership to the
Securities and Exchange Commission ("SEC"). Specific due dates have been
established by the SEC, and the Company is required to disclose in this proxy
statement any failure to file by those dates. Based upon (i) the copies of
Section 16(a) reports that the Company received from such persons for their 1999
fiscal year transactions and (ii) the written representations received from one
or more of such persons that no annual Form 5 reports were required to be filed
by them for the 1999 fiscal year, the Company believes that there has been
compliance with all Section 16(a) filing requirements applicable to such
officers, directors and ten-percent beneficial owners for such fiscal year.
PROPOSALS FOR 2001 ANNUAL MEETING OF SHAREHOLDERS
Any shareholder proposal intended to be presented at the 2001 Annual Meeting
of Shareholders must be received by the Vice President, Corporate Counsel and
Secretary at the Company's executive offices no later than September 23, 2000,
in order to be considered for inclusion in the Proxy Statement for such meeting.
OTHER BUSINESS
The Board and management do not know of any other matters to be presented at
the Meeting. If other matters do properly come before the Meeting, it is
intended that the persons named in the accompanying form of proxy will vote the
proxies in accordance with their best judgment. The form of proxy confers
discretionary authority to take action with respect to any additional matters
that may come before the Meeting.
16
<PAGE>
MISCELLANEOUS
The Annual Report of the Company for the 1999 fiscal year, which includes
audited financial statements, is being mailed along with this Proxy Statement;
however, it is not intended that the Annual Report be a part of the Proxy
Statement or a solicitation of proxies.
Upon written request of a shareholder, the Company will provide, without
charge, a copy of its Annual Report on Form 10-K for the fiscal year, including
financial statements and schedules thereto, required to be filed with the SEC.
Requests should be directed to: Martin C. Ruegsegger, Vice President, Corporate
Counsel and Secretary, Piedmont Natural Gas Company, Inc., Post Office Box
33068, Charlotte, North Carolina 28233.
Shareholders are respectfully urged to complete, sign, date and return the
accompanying form of proxy in the enclosed envelope. In the alternative to
completing this form of proxy, you are urged to enter your vote instruction by
telephone or via the Internet as explained on the form of proxy enclosed with
this Proxy Statement. Your prompt response will be appreciated.
By order of the Board of Directors,
Martin C. Ruegsegger
VICE PRESIDENT, CORPORATE COUNSEL AND
SECRETARY
January 25, 2000
17
<PAGE>
PIEDMONT NATURAL GAS COMPANY, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 25, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AS AN ALTERNATIVE TO COMPLETING THIS FORM, YOU MAY ENTER YOUR VOTE INSTRUCTION
BY TELEPHONE AT 1-800-PROXIES, OR VIA THE INTERNET AT WWW.VOTEPROXY.COM AND
FOLLOW THE SIMPLE INSTRUCTIONS.
The undersigned hereby appoints John H. Maxheim, Sam J. DiGiovanni and
Walter S. Montgomery, Jr., and each of them, with full power of substitution and
power to act alone, as proxies to vote all the shares of Common Stock which the
undersigned would be entitled to vote if personally present and acting at the
Annual Meeting of Shareholders of Piedmont Natural Gas Company, Inc., to be held
February 25, 2000, and at any adjournment or adjournments thereof, as follows:
The Board of Directors recommends a vote FOR the following proposals:
<TABLE>
<S> <C> <C> <C>
A. ELECTION OF DIRECTORS / / FOR the nominees listed below / / WITHHOLD AUTHORITY
(except as indicated to the contrary below) to vote for all nominees listed below
</TABLE>
C. M. Butler III, Sam J. DiGiovanni, John W. Harris and Ware F. Schiefer
(To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided below.)
B. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when properly
executed will be voted as directed herein by the undersigned shareholder. If no
direction is made, this proxy will be voted for proposals A and B.
Dated ______________________, 2000
__________________________________
Signature of Shareholder
__________________________________
Signature (if held jointly)
Please sign exactly as name appears hereon, date and return in the enclosed
business reply envelope. Joint owners should each sign personally. Corporation
proxies should be signed by an authorized officer. Executors, administrators,
trustees, etc., should so indicate when signing.
TELEPHONE VOTE AT 1-800-PROXIES OR
INTERNET VOTE AT WWW.VOTEPROXY.COM
