-----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, GK738sxqE3LCGXruaAE1JT/7FN3Tvtqi2VBGAfCkhRpK6sHcHvX4N0TmDxzUvaPN YUIuO9suzgd3km4yuTKfDw== 0000950144-03-011389.txt : 20031009 0000950144-03-011389.hdr.sgml : 20031009 20031009142855 ACCESSION NUMBER: 0000950144-03-011389 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031009 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06196 FILM NUMBER: 03934839 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 8-K 1 g85214e8vk.htm PIEDMONT NATURAL GAS COMPANY, INC. Piedmont Natural Gas Company, Inc.
 

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   September 30, 2003

Piedmont Natural Gas Company, Inc.


(Exact name of registrant as specified in its charter)
         
North Carolina   1-6196   56-0556998

(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation)   File Number)   Identification No.)
         
1915 Rexford Road, Charlotte, North Carolina       28211

(Address of Principal Executive Offices)       (Zip Code)

Registrant’s Telephone Number, Including Area Code   (704) 364-3120


(Former Name or Former Address, if Changed Since Last Report.)

Page 1 of 3 pages

 


 

Item 2. Acquisition or Disposition of Assets

     Effective at the close of business on September 30, 2003, Piedmont Natural Gas Company, Inc. (Piedmont), purchased for $417.5 million in cash 100% of the common stock of North Carolina Natural Gas Corporation (NCNG), a natural gas distribution subsidiary of Progress Energy, Inc. (Progress). At the time of the purchase, NCNG served approximately 180,000 customers in eastern North Carolina, including approximately 56,000 customers served by four municipalities who were wholesale customers of NCNG. The purchase price for the NCNG common stock will be increased by the amount of NCNG’s working capital on the closing date. Based on a preliminary working capital schedule, the closing date working capital was approximately $32.4 million. NCNG was merged into Piedmont immediately following the purchase. The NCNG assets will continue to be used to provide natural gas service to NCNG’s customers.

     Also effective at the close of business on September 30, 2003, Piedmont purchased for $7.5 million in cash Progress’ equity interest in Eastern North Carolina Natural Gas Company (EasternNC) consisting of 50% of the outstanding common stock and 100% of the outstanding preferred stock of EasternNC. We are obligated to purchase additional authorized but unissued shares of such preferred stock for $14.4 million. EasternNC is a regulated utility that has a certificate of public convenience and necessity to provide natural gas service to 14 counties in eastern North Carolina.

     The acquisitions of NCNG and the equity interest in EasternNC were financed, in part, by the issuance of $450 million of commercial paper. The remainder of the purchase price was obtained from short-term borrowings under bank lines of credit.

     A copy of the Press Release issued on September 30, 2003, to announce the acquisitions is attached as Exhibit 99.1 to this Form 8-K.

Item 7. Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

     The financial statements required by this item are not included in this initial report but will be filed not later than 60 days after the date this report is required to be filed.

(b) Pro Forma Financial Information.

     The pro forma financial information required by this item is not included in this initial report but will be filed not later than 60 days after the date this report is required to be filed.

(c) Exhibits.

     99.1   Press Release dated September 30, 2003.

Page 2 of 3 pages

 


 

SIGNATURES

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

         
    Piedmont Natural Gas Company, Inc.
    (Registrant)
         
    By   /s/ Barry L. Guy
       
        Barry L. Guy
Vice President and Controller
(Principal Accounting Officer)
         
Date   October 9, 2003        

Page 3 of 3 pages

  EX-99.1 3 g85214exv99w1.htm EX-99.1 PRESS RELEASE DATED SEPTEMBER 30, 2003 Ex-99.1 Press Release dated September 30, 2003

 

Exhibit No. 99.1

PRESS
RELEASE

     
Date:   September 30, 2003
Contact:   Stephen D. Conner
Telephone:   704-731-4205

(Piedmont Natural Gas Logo

Piedmont Natural Gas Completes Purchase of NCNG
and 50% Interest in EasternNC from Progress Energy

CHARLOTTE, NC – Piedmont Natural Gas [NYSE: PNY] today announced that it has closed on its purchase of North Carolina Natural Gas (NCNG), a natural gas distribution subsidiary of Progress Energy, and Progress Energy’s investment in EasternNC for $425 million in cash, plus $32.4 million for estimated working capital. NCNG serves approximately 180,000 residential, commercial and industrial natural gas customers, including 56,000 served by four municipal wholesale customers in eastern and southern North Carolina. EasternNC is a joint venture with the Albemarle Pamlico Economic Development Corporation to bring natural gas service to 14 counties in eastern North Carolina.

“This is an exciting time in the history of natural gas service in North Carolina, with one company serving the vast majority of our growing state—from the mountains to the sea,” commented Piedmont’s President and CEO Thomas E. Skains. “Combined with our other service areas in the upstate region of South Carolina and the greater Nashville, Tennessee, metropolitan area, our company now serves over 920,000 natural gas customers in the Southeast. In addition, we look forward to becoming an integral part of the new communities we now serve in the eastern and southern parts of North Carolina.”

Piedmont expects the purchase to be accretive to earnings in its 2004 fiscal year beginning November 1, 2003. Piedmont utilized a new short-term commercial paper program to finance the transaction, and intends to issue long-term securities, both debt and equity, in the near future to realign its long-term debt and equity capitalization to traditional ratios.

Forward-Looking Statement

This press release contains forward-looking statements. These statements are based on management’s current expectations and information currently available and are believed to be reasonable and are made in good faith. However, the forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in the statements. Factors that may make the actual results differ from anticipated results include, but are not limited to, economic conditions; competition from other providers of similar products; and other uncertainties, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not rely on these forward-looking statements when making investment decisions. The words “expect,” “believe,” “project,” “anticipate,” “intend,” “should,” “could”, “will” and variations of such words and similar expressions, are intended to identify forward-looking statements. We do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in Piedmont’s filings with the SEC on Forms 10-K and Forms 10-Q, which are available on the SEC’s website at http://www.sec.gov.

About Piedmont Natural Gas

Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural gas to 920,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee. Piedmont is also invested

 


 

in a number of non-utility, energy-related businesses including companies involved in unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage and transportation. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com.

Contacts:
Piedmont Natural Gas

VP-Corporate Communications, Stephen D. Conner, Office: 704.731.4205, Cell: 704.607.4866
Director-Investor Relations, Headen Thomas, 704.731.4438

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