-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzjhX+wwU0wb0tCKQrXBj8bMhsuBJIdI20jKr1mgCPGZ8dXa+cR+SCbl1WrCTTRY lvz+y0pu6B5QYFodjXOWxA== 0000950144-99-000428.txt : 19990122 0000950144-99-000428.hdr.sgml : 19990122 ACCESSION NUMBER: 0000950144-99-000428 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990226 FILED AS OF DATE: 19990121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIEDMONT NATURAL GAS CO INC CENTRAL INDEX KEY: 0000078460 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 560556998 STATE OF INCORPORATION: NC FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-06196 FILM NUMBER: 99509210 BUSINESS ADDRESS: STREET 1: 1915 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043643120 MAIL ADDRESS: STREET 1: P.O. BOX 33068 CITY: CHARLOTTE STATE: NC ZIP: 28233 DEF 14A 1 PIEDMONT NATURAL GAS PROXY STATEMENT 1 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 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-11(c) or Rule 14a-12
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) Payment of Filing Fee (Check the appropriate box): [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: 2 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 26, 1999 3 PIEDMONT NATURAL GAS COMPANY, INC. 1915 REXFORD ROAD POST OFFICE BOX 33068 CHARLOTTE, NORTH CAROLINA 28233 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS FEBRUARY 26, 1999 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 26, 1999, at 9:30 a.m., E.S.T., for the following purposes: 1. To elect four Directors, each to serve for a term of three years (Proposal A); 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 14, 1999, 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. By order of the Board of Directors, Martin C. Ruegsegger Vice President, Corporate Counsel and Secretary January 27, 1999 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. 4 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 26, 1999, and was first mailed to shareholders on or about January 27, 1999. 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 14, 1999, 30,820,728 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 14, 1999, 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. 5 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.
AMOUNT AND NAME AND ADDRESS OF NATURE OF PERCENT OF TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS -------------- ------------------- -------------------- ---------- Common Stock................... Cincinnati Financial Corporation 1,888,600 (1) 6.1% P. O. Box 145496 Cincinnati, Ohio 45250-2632
- --------------- (1) Information is based on a Schedule 13G filed by Cincinnati Financial Corporation with the Securities and Exchange Commission on February 11, 1998. The Schedule 13G reports that Cincinnati Financial Corporation exercises sole voting and sole dispositive power over the shares, that the shares are held in custody by The Fifth Third Bank, and that the Schedule 13G was filed by Cincinnati Financial Corporation for itself and its subsidiary, Cincinnati Insurance Company. 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. 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. 2 6 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. Muriel W. Helms, Ned R. McWherter, Donald S. Russell, Jr., and John E. Simkins, Jr., whose terms expire at the Meeting, are standing for reelection for three-year terms. All these nominees have been previously elected by the shareholders. 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 I to serve three-year terms expiring in 2002. 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. 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:
DIRECTOR OF THE BUSINESS EXPERIENCE DURING PAST NAME COMPANY SINCE FIVE YEARS AND OTHER INFORMATION ---- --------------- -------------------------------- NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 2002: Muriel W. Helms...................... 1993 Age 57. Partner, Greater Carolinas Real Estate Services, Inc., Charlotte, North Carolina. From 1990 to 1997, President of the Charlotte Area of Prudential Carolinas Realty (real estate). Ned R. McWherter..................... 1995 Age 68. Former Governor of the State of Tennessee, Dresden, Tennessee. Mr. McWherter is also a director of Coca-Cola Bottling Co. Consolidated, Phoenix Healthcare Corporation, and SunTrust Bank. Donald S. Russell, Jr................ 1966 Age 60. Attorney at Law, Columbia, South Carolina. Mr. Russell is also a director of Jefferson-Pilot Corporation. John E. Simkins, Jr.................. 1966 Age 60. Since October 1998, Assistant to the Director, Information Technology and Communications Division, Maryland Department of Public Safety and Correctional Services, Cockeysville, Maryland. From March 1996 through April 1997, Mr. Simkins was Deputy State Director, Maryland Small Business Development Center Network. From 1993 until his retirement in 1995, he was Program Planning Manager, Airborne Surveillance Division, Westinghouse Electric Corporation (electronics products and services).
3 7
DIRECTOR OF THE BUSINESS EXPERIENCE DURING PAST NAME COMPANY SINCE FIVE YEARS AND OTHER INFORMATION ---- --------------- -------------------------------- DIRECTORS CONTINUING IN OFFICE UNTIL 2000: C.M. Butler III...................... 1991 Age 55. Attorney and consultant in financial and regulatory affairs, Houston, Texas. Mr. Butler is also a director of OEC Compression Corporation. Sam J. DiGiovanni.................... 1988 Age 70. Former Partner in Arthur Andersen & Co. (certified public accountants), Chicago, Illinois. John W. Harris....................... 1997 Age 51. President of The Harris Group (commercial real estate and investment management), Charlotte, North Carolina. Mr. Harris is also a director of US Airways and Virginia Power Company. John F. McNair III................... 1984 Age 71. Retired President and Chief Executive Officer of Wachovia Bank of North Carolina, N.A., and Wachovia Corporation of North Carolina, Winston-Salem, North Carolina. Mr. McNair is also Chairman of the Research Triangle Foundation. DIRECTORS CONTINUING IN OFFICE UNTIL 2001: Jerry W. Amos........................ 1978 Age 60. Partner in the law firm of Amos, Jeffries & Robinson, L.L.P., Greensboro, North Carolina, and General Counsel to the Company. Prior to October 1994, Mr. Amos was a partner in the law firm of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P. John H. Maxheim...................... 1979 Age 64. Chairman of the Board, President and Chief Executive Officer of the Company, Charlotte, North Carolina. 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 69. President and Treasurer and Chief Executive Officer of Spartan Mills (textile manufacturer), Spartanburg, South Carolina. Mr. Montgomery is also a director of M.S. Bailey & Son, Allendale Insurance Company (Advisory Board), Spartan Mills and Montgomery Industries.
4 8 INFORMATION REGARDING THE BOARD OF DIRECTORS ATTENDANCE AT BOARD AND COMMITTEE MEETINGS During the fiscal year ended October 31, 1998, the Board held four meetings. All Directors, except Messrs. Butler and Montgomery, 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 administration of 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 $20,000, 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, 5 9 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 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. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Amos, Jeffries & Robinson, L.L.P., a limited liability partnership, received $429,545 for legal services performed for the Company during the 1998 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, 1999. 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. 6 10 SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth the number of shares of Common Stock beneficially owned, as of December 1, 1998, by each Director and nominee, each executive officer named in the Summary Compensation Table and all Directors and executive officers as a group:
AMOUNT AND NATURE PERCENT OF NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP(1) CLASS(2) ------------------------ -------------------------- ---------- DIRECTORS Jerry W. Amos....................................... 62,713(3)(4) -- C. M. Butler III.................................... 1,500 -- Sam J. DiGiovanni................................... 7,525(3)(5) -- John W. Harris...................................... 1,000 -- Muriel W. Helms..................................... 2,181(3)(6) -- John H. Maxheim..................................... 147,765(3)(7) -- John F. McNair III.................................. 8,168(3) -- Ned R. McWherter.................................... 5,000 -- Walter S. Montgomery, Jr............................ 54,832(3)(8) -- Donald S. Russell, Jr............................... 70,624 -- John E. Simkins, Jr................................. 2,709 -- EXECUTIVE OFFICERS David J. Dzuricky................................... 3,512 -- Ray B. Killough..................................... 28,895(3)(7) -- Ware F. Schiefer.................................... 32,174(7)(9) -- Thomas E. Skains.................................... 3,729(3) -- All Directors and Executive Officers as a Group (32 persons).......................................... 535,080(3)(7) --
- --------------- (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, 1998. The number of shares beneficially owned by all Directors and executive officers as a group represents less than 2% of the outstanding Common Stock. (3) The number of shares shown includes those credited to participants' accounts under the DRIP. (4) Includes 2,500 shares held by Mr. Amos' spouse and 88 shares held by his grandson, a minor, of which Mr. Amos is custodian. (5) Includes 3,960 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 personal representative of the estate of Walter S. Montgomery, Sr. (9) Includes 864 shares held by Mr. Schiefer in joint tenancy with his spouse. 7 11 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, 1998, 1997 and 1996:
LONG-TERM COMPENSATION ANNUAL COMPENSATION PAYOUTS -------------------------- ------------ OTHER ANNUAL LTIP ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION(1) PAYOUTS COMPENSATION(2) - --------------------------- ---- -------- --------------- ------- --------------- John H. Maxheim..................... 1998 $472,115 $ 99,200 $486,420 $139,389 Chairman of the Board, President 1997 447,115 111,669 436,224 132,446 and Chief Executive Officer 1996 423,846 126,392 400,802 123,427 Ware F. Schiefer.................... 1998 237,308 38,236 169,899 52,560 Executive Vice President 1997 223,308 42,381 147,477 44,969 1996 208,154 47,128 135,509 50,987 Ray B. Killough..................... 1998 202,308 29,107 109,526 15,369 Senior Vice President--Operations 1997 192,308 31,518 91,334 14,808 1996 182,308 34,195 83,916 14,441 Thomas E. Skains.................... 1998 202,115 28,092 111,385 10,937 Senior Vice President--Gas 1997 187,500 30,632 -- 11,499 Supply and Services 1996 174,692 242,251 -- 19,004 David J. Dzuricky................... 1998 194,692 25,595 94,649 21,258 Senior Vice President--Finance 1997 182,115 27,652 -- 20,164 1996 167,115 256,580 -- 21,469
- --------------- (1) These amounts for 1998 consist of payments of dividend equivalents on units awarded, but not yet distributed, under the Executive Long-Term Incentive Plan. (2) These amounts for 1998 consist of the following:
Maxheim Schiefer Killough Skains Dzuricky -------- -------- -------- ------- -------- Insurance premiums plus assumed income tax liabilities under the Supplemental Executive Benefit Plan (SEBP)............ $77,489 $31,960 $10,369 $ 5,937 $16,484 Salary continuation accruals under the SEBP................. 56,900 15,600 -- -- -- Company contributions to the Salary Investment Plan......... 5,000 5,000 5,000 5,000 4,774
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 year. 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 8 12 prior to such anniversary date; provided, however, that the term of the agreement shall not extend beyond Mr. Maxheim's 65th birthday. 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. 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 year 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 12 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. On May 31, 1996, Ware F. Schiefer, David J. Dzuricky, Ray B. Killough and Thomas E. Skains, senior executive officers of the Company, entered into employment agreements (the "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, it enabled the Company to retain the services of a well-qualified officer with extensive contacts in the natural gas industry, and it secured the continued services of the officer notwithstanding any change in control of the Company. The term of employment under the Agreement for Mr. Schiefer is for a two-year period commencing on June 1, 1996, and the term of employment under each Agreement for Messrs. Dzuricky, Killough and Skains is for a one-year period commencing June 1, 1996. All such Agreements shall automatically be extended to a full one-year period, in the case of Mr. Schiefer, a two-year period, on each successive day during the term of each Agreement. If written notice from the Company or the officer is delivered to the other party advising the other party that the Agreement is not to be further extended, then the Agreement is terminated on the first anniversary of the date of notice or, in the case of Mr. Schiefer, on the second anniversary of the date of notice. No extension shall allow the Agreements to extend beyond the date on which the officer reaches 65 years of age. 9 13 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 Agreement contains a covenant not to compete with the Company or its subsidiaries for the term of the Agreement without prior written consent of the Company. Each 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. In the event of involuntary termination of the officer's employment with, or at any time following, any Change of Control, or in the event of voluntary termination by the officer in connection with, or within 12 months after (in the case of Mr. Schiefer, 24 months after) any Change in Control, the officer shall be paid the following amount for a period of 12 months (in the case of Mr. Schiefer, 24 months) from the effective date of termination or until such time as the officer reaches 65 years of age, whichever is less: (a) base salary plus (b) all amounts to which the officer may be or may become entitled to receive under any incentive or bonus plan, plus (c) participation in all welfare benefit plans, practices, policies and programs at least as favorable as the most favorable of such plans, practices, policies and programs in effect at any time during the 90-day period preceding the officer's termination and with the costs of such benefits paid in the same manner as prior to termination. Finally, should any dispute arise between the officer and the Company regarding the terms of the Agreement, whether in formal legal proceedings or otherwise, the Company must reimburse the officer for all the officer's costs and expenses should the officer prevail in such dispute. 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 which 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 1998 plan year, as it was actuarily determined 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 10 14 benefits payable upon retirement to each of the named individuals and their credited years of service as of October 31, 1998, are as follows: Mr. Maxheim, $103,965, 20 years; Mr. Schiefer, $87,752, 33 years; Mr. Killough, $81,465, 25 years; Mr. Skains, $74,811, three years; and Mr. Dzuricky, $72,135, three years. The amounts shown in the following table are those payable in the event of retirement at age 65 on December 31, 1998. The table illustrates the estimated normal annual retirement benefits payable under the Retirement Plan for the specified remuneration and years of service classifications. The amounts shown do not reflect reductions which would result from joint and survivor elections.
ANNUAL BENEFITS UPON RETIREMENT WITH YEARS OF SERVICE INDICATED ------------------------------- FINAL AVERAGE ANNUAL EARNINGS 15 25 35 - ----------------------------- ------- -------- -------- $150,000.................................................... $52,740 $ 73,680 $ 80,400 200,000.................................................... 66,580 99,110 108,360 250,000.................................................... 75,540 117,030 128,072 300,000.................................................... 75,540 117,030 128,072 350,000.................................................... 75,540 117,030 128,072 400,000.................................................... 75,540 117,030 128,072 450,000.................................................... 75,540 117,030 128,072
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 1998 under a defined benefit plan to $130,000 and limits compensation used in 1998 for determining benefits to $160,000 per year. 11 15 COMPARISONS OF CUMULATIVE TOTAL SHAREHOLDER RETURNS The following performance graph compares the Company's cumulative total shareholder return from October 31, 1993, through October 31, 1998 (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, 1993, 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, 1993
MEASUREMENT PERIOD (FISCAL YEAR COVERED) PNG S&P 500 INDUSTRY** 1993 100 100 100 1994 83 104 95 1995 96 131 109 1996 112 163 159 1997 135 215 178 1998 174 262 204
12 16 COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors provides overall guidance in the development of the Company's executive compensation programs, including its Employee Salary Administration Plan and Executive Long-Term Incentive Plan. During 1998, 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 1) to create compensation packages for officers and key executives which will attract and retain persons of outstanding ability and 2) to reward those officers and key executives for superior corporate performance as measured by the Company's financial results and strategic achievements, and provide a greater incentive for the officers and key managers to make material contributions to the success of the Company, its shareholders and the service it provides to its customers. Executive compensation at the Company for 1998 was comprised primarily of two elements: 1) base salary and 2) long-term incentive awards. The relative levels of base salary for the Company's officers are designed to reflect each officer's scope of responsibility and accountability within the Company. To determine the necessary amounts of base salary to attract and retain top quality management, the Compensation Committee reviews comparable salary and other compensation arrangements in effect at comparable local natural gas distribution companies as well as a large number of industrial organizations. The compensation policy of the Company, endorsed by the Committee, 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. A portion of an officer's compensation therefore, is "at risk" through long-term incentive compensation. Target levels, depending upon management responsibilities, can amount to approximately 30 to 50 percent of average annual salary compensation. Over time, the compensation policy of the Company 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 1998 has been reviewed and has been found to be reasonable in view of the Company's performance, as compared to executives in similarly situated positions in peer group companies and the contribution of those officers to the established performance standards. The aforementioned compensation policy which places "at risk" certain compensation 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. According to the terms of that 1986 plan, no more units can now be issued. In 1996, the Board of Directors adopted a substantially similar executive long-term incentive plan that was approved by the shareholders in 1997. Under this new plan, as in the old plan, units (consisting of a combination of shares of Common Stock and cash) may be awarded by the Board to eligible participants and, depending upon the levels of financial performance and customer satisfaction achieved by the Company during a performance period, distribution of those awards may be made. Awards are based on achievement of preestablished internal measures and performance standards. The new plan requires that a minimum threshold must be achieved in order for any award to be made. 13 17 For example, in 1995 under the previous 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 percent compounded, average annual increase in net after-tax earnings. If this target is achieved, an award of the units may be granted by the Board to eligible executives and distributed over a three-year period. If performance exceeds targeted performance goals, then up to 120% of the units may be awarded as determined by the Board of Directors. Under the newly adopted executive long-term incentive plan, the Compensation Committee plans to recommend to the Board that similar performance programs be adopted for the "at risk" component of executive compensation. The general executive compensation policies described above also apply to the recommendations made by the Compensation Committee and approved by the Board (other than Mr. Maxheim) with respect to the 1998 compensation for Mr. Maxheim as the Company's Chairman of the Board, President and Chief Executive Officer. The 1998 base salary 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. In light of the previous decisions of the Board of Directors, the employment agreement established Mr. Maxheim's minimum annual base salary at $475,000 for 1998. This amount had been increased $25,000 from his base salary in 1997 in recognition of the officer's overall performance and in recognition under his leadership which contributed to an increase in value of the Company's common stock at an annual compound return of 13.3 percent over the past five years. Mr. Maxheim is also eligible for awards of units under the Executive Long-Term Incentive Plan as more fully described in the Company=s proxy statement. Submitted by the Compensation Committee John F. McNair III, Chairman Sam J. DiGiovanni John W. Harris Walter S. Montgomery, Jr. 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 upon compensation matters related to him. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires Directors, executive officers and persons who own more than 10% of the Common Stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Directors, executive officers and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms furnished to the Company and written representations from Directors and executive officers, the Company believes that during the 1998 fiscal year, its Directors and executive officers complied with all applicable Section 16(a) filing requirements. 14 18 PROPOSALS FOR 2000 ANNUAL MEETING OF SHAREHOLDERS Any shareholder proposal intended to be presented at the 2000 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 24, 1999, 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 which may come before the Meeting. MISCELLANEOUS The Annual Report of the Company for the 1998 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. Your prompt response will be appreciated. By order of the Board of Directors, Martin C. Ruegsegger Vice President, Corporate Counsel and Secretary January 27, 1999 15 19 PIEDMONT NATURAL GAS COMPANY, INC. PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 26, 1999 SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints John H. Maxheim, John F. McNair III 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 26, 1999, and at any adjournment or adjournments thereof, as follows: The Board of Directors recommends a vote FOR the following proposals: A. ELECTION OF DIRECTORS [ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to vote for all (except as indicated to the contrary below) nominees listed below
Muriel W. Helms, Ned R. McWherter, Donald S. Russell, Jr., and John E. Simkins, Jr. (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) (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: , 1999 ------------------ ------------------------------ Signature ------------------------------ 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. -----END PRIVACY-ENHANCED MESSAGE-----