-----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, CMLBQr+HN4Oom+sRl9xbfPzn0ngjI6WGuFKnuYXZhkuqGK8NovBPQ4Ty2xlWyFlu McDUl4dilrXET2hVntYkUw== 0000950144-97-009580.txt : 19970828 0000950144-97-009580.hdr.sgml : 19970828 ACCESSION NUMBER: 0000950144-97-009580 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970827 EFFECTIVENESS DATE: 19970827 SROS: NYSE 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: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-34433 FILM NUMBER: 97670589 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 S-8 1 PIEDMONT NATURAL GAS S-8 1 REGISTRATION NO. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ PIEDMONT NATURAL GAS COMPANY, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-0556998 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1915 REXFORD ROAD CHARLOTTE, NORTH CAROLINA 28211 (704) 364-3120 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PIEDMONT NATURAL GAS COMPANY EXECUTIVE LONG-TERM INCENTIVE PLAN (Full Title of Plan) MARTIN C. RUEGSEGGER, ESQUIRE VICE PRESIDENT, CORPORATE COUNSEL AND SECRETARY PIEDMONT NATURAL GAS COMPANY, INC. 1915 REXFORD ROAD CHARLOTTE, N.C. 28211 (704) 364-3120 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
========================================================================================== Proposed Title of Maximum Securities Amount Proposed Maximum Aggregate Amount of to be to be Offering Price Offering Registration Registered Registered Per Share* Price* Fee - ------------------------------------------------------------------------------------------ Common Stock 258,349 $25.375 $6,555,606 $1,987 no par value ==========================================================================================
* Estimated pursuant to Rule 457(h) solely for the purpose of calculating the Registration Fee based on the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on August 26, 1997. ================================================================================ 2 REGISTRATION OF ADDITIONAL SECURITIES This Form S-8 Registration Statement is filed to register 258,349 additional shares of the Common Stock, no par value, of Piedmont Natural Gas Company, Inc., issuable pursuant to the Registrant's Executive Long-Term Incentive Plan, approved by the shareholders on February 26, 1986 (the "1986 Plan"). The contents of the Registrant's Form S-8 Registration Statement No. 33- 3815 filed with the Securities and Exchange Commission are incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on August 27, 1997. PIEDMONT NATURAL GAS COMPANY, INC. By: /s/ John H. Maxheim -------------------------------------- John H. Maxheim Chairman of the Board, President and Chief Executive officer 4 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- /s/ JOHN H. MAXHEIM Director, Chairman of the Board, August 27, 1997 - --------------------------- President and Chief Executive Officer John H. Maxheim /s/ DAVID J. DZURICKY Senior Vice President - Finance August 27, 1997 - --------------------------- (Principal Financial Officer) David J. Dzuricky /s/ BARRY L. GUY Vice President and Controller (Principal August 27, 1997 - --------------------------- Accounting Officer) Barry L. Guy
By their signature, each of the following persons authorizes David J. Dzuricky with full power of substitution, to execute in their name and on their behalf, and to file any amendments (including, without limitations, post-effective amendments) to this Registration Statement necessary or advisable in the opinion of any of them to enable the Company to comply with the Securities Act, and any rules, regulations and requirements of the commission thereunder, in connection with the registration of the additional securities which are the subject of this Registration Statement.
Signatures Title Date ---------- ----- ---- JERRY W. AMOS* Director August 27, 1997 - --------------------------- Jerry W. Amos C.M. BUTLER III * Director August 27, 1997 - --------------------------- C.M. Butler III SAM J. DIGIOVANNI* Director August 27, 1997 - --------------------------- Sam J. DiGiovanni JOHN W. HARRIS* Director August 27, 1997 - --------------------------- John W. Harris MURIEL W. HELMS* Director August 27, 1997 - --------------------------- Muriel W. Helms JOHN F. MCNAIR III* Director August 27, 1997 - --------------------------- John F. McNair III NED R. MCWHERTER* Director August 27, 1997 - --------------------------- Ned R. McWherter WALTER S. MONTGOMERY, JR.* Director August 27, 1997 - --------------------------- Walter S. Montgomery, Jr. JOHN E. SIMKINS, JR.* Director August 27, 1997 - --------------------------- John E. Simkins, Jr. * By: /s/ DAVID J. DZURICKY --------------------- David J. Dzuricky (Attorney-in-Fact)
5 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 5 Opinion of Martin C. Ruegsegger, Esq., Vice President, Corporate Counsel and Secretary of the Registrant, regarding legality of issuance of Common Stock. 23.1 Consent of Martin C. Ruegsegger, Esq., contained in the Opinion filed as Exhibit 5 hereto. 23.2 Consent of Deloitte & Touche LLP, Independent Auditors. 24.1 Powers of Attorney. 99.1 Copy of Piedmont Natural Gas Company Executive Long-Term Incentive Plan, as amended, as of February 27, 1987 filed as Exhibit 28.2 to the Registrant's Post-Effective Amendment No. 1 to Form S-8 Registration Statement as filed with the Securities and Exchange Commission on March 31, 1988 (Registration No. 33-3815). EX-5 2 OPINION OF COUNSEL 1 EXHIBIT 5 August 27, 1997 Piedmont Natural Gas Company, Inc. 1915 Rexford Road Charlotte, North Carolina 28211 Re: Registration Statement on Form S-8 filed on August 27, 1997 with respect to the Offering of 258,349 additional Shares of Common Stock Pursuant to the Piedmont Natural Gas Company Executive Long-Term Incentive Plan ---------------------------------------------------------------- To the Company: The undersigned attorney has acted as counsel to Piedmont Natural Gas Company, Inc. (the "Company"), in connection with the registration by the Company of 258,349 additional shares of Common Stock (the "Securities") for the Executive Long-Term Incentive Plan (the "Incentive Plan") as set forth in the Registration Statement on Form S-8 (the "Registration Statement") which is being filed on the date hereof with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended. The Securities are to be issued pursuant to the terms and conditions of the Incentive Plan. The undersigned is generally familiar with the corporate proceedings and actions undertaken by the Company in connection with the proposed offering of the Securities, and the undersigned has examined such of the corporate records and other documents as are deemed necessary to form a basis for the opinion hereinafter expressed. For the purposes of this opinion, the undersigned has assumed the authenticity of all documents submitted to the undersigned as originals and the conformity to the originals of all documents submitted to the undersigned as copies. The undersigned has also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto. This opinion shall be limited to the laws of the State of North Carolina and the federal laws of the United States of America. In the opinion of the undersigned, when the securities are duly issued in accordance with the Incentive Plan as contemplated by the Registration Statement, the Securities will have been duly and legally authorized and issued, and will be fully paid and nonassessable when the Registration Statement shall have been filed and effective with the SEC. The undersigned hereby consents to the use of this opinion as an exhibit to the Registration Statement as the attorney who passed upon the legality of the Securities and to the filing of a copy of this opinion as Exhibit 23.1 to the Registration Statement. By giving the foregoing consent, the undersigned does not admit that he is within the category of persons required to give consents pursuant to Section 7 of the Securities Act of 1933, as amended. Sincerely, /s/ Martin C. Ruegsegger --------------------------------- Martin C. Ruegsegger Vice President, Corporate Counsel & Secretary Piedmont Natural Gas Company, Inc. 1915 Rexford Road Charlotte, North Carolina 28211 EX-23.2 3 CONSENT OF DELOITTE & TOUCHE 1 23.2 Independent Auditors' Consent EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Piedmont Natural Gas Company, Inc., on Form S-8 of our report dated December 20, 1996, appearing in the Annual Report on Form 10-K of Piedmont Natural Gas Company, Inc., for the year ended October 31, 1996, which is part of the Registration Statement. DELOITTE & TOUCHE LLP Charlotte, North Carolina August 27, 1997 EX-24.1 4 POWERS OF ATTORNEY 1 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 26th day of June, 1997. /s/ Jerry W. Amos ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came Jerry W. Amos known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 26th day of June, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 2 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ C.M. Butler III ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came C.M. Butler III known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 3 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ Sam J. DiGiovanni ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came Sam J. DiGiovanni known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 4 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ J.W. Harris ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came J.W. Harris known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 5 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ Muriel W. Helms ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came Muriel W. Helms known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 6 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ John F. McNair ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came John F. McNair known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 7 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ Ned R. McWherter ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came Ned R. McWherter known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 8 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ W.S. Montgomery Jr. ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came W.S. Montgomery Jr. known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 9 PIEDMONT NATURAL GAS COMPANY, INC. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or executive officer of PIEDMONT NATURAL GAS COMPANY, INC., a corporation organized under the laws of the State of North Carolina, does hereby make, constitute and appoint David J. Dzuricky, their true and lawful attorney-in-fact, with full power of substitution, to (i) execute, deliver and file, on their behalf and in their name and in their capacity as set forth below, a Registration Statement on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, together with any and all exhibits thereto and any and all other documents in support thereof or supplemental thereto, with respect to the registration of 258,349 shares of Common Stock of the Company for the Executive Long-Term Incentive Plan, and (ii) execute any and all applications, registration statements, notices and other documents necessary or advisable to comply with applicable state securities and blue sky laws and regulations, and to file the same together with all other exhibits and documents in connection therewith, with the appropriate state securities and blue sky authorities; and does hereby grant to said attorney-in-fact power and authority to do and perform each and every act and thing whatsoever as said attorney-in-fact may deem necessary or advisable to carry out fully the intent of this instrument, to the same extent and with the same effect as the undersigned might or could do personally, or in their capacity as set forth below; and the undersigned does hereby ratify and confirm all acts and things which said attorney-in-fact may do or cause to be done by virtue of this instrument. IN WITNESS WHEREOF, the undersigned has hereunto set their hand this 22nd day of August, 1997. /s/ John E. Simkins Jr. ------------------------------ Director STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG This is to certify that before me personally came John E. Simkins Jr. known to me to be the individual described in and who executed the foregoing Power of Attorney, and the undersigned Notary Public duly acknowledged that this person executed this document, this 22nd day of August, 1997. /s/ Debra L. Brucki ------------------------------ Notary Public My commission expires: 12-18-00 -----END PRIVACY-ENHANCED MESSAGE-----