-----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, HaPeyzB1ai962d04IkFaNFXYiWgw35DY8jPLFmDX81yb4vyalrz20zIDdQGkXjQp qJaj3SKIPDp613QO0/ooaw== 0000950144-03-013657.txt : 20031215 0000950144-03-013657.hdr.sgml : 20031215 20031215093256 ACCESSION NUMBER: 0000950144-03-013657 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20031212 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031215 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: 031053152 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 g86334e8vk.txt PIEDMONT NATURAL GAS 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) December 12, 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 5. Other Events and Regulation FD Disclosure On December 12, 2003, Piedmont Natural Gas Company issued a Press Release to report that Donald S. Russell has retired from the Board of Directors after 37 years of service. There are no disagreements with Piedmont on any matter relating to our operations, policies or practices. A copy of the Press Release is attached as an exhibit to this Form 8-K. On December 12, 2003, Piedmont issued a Press Release to report that Frank B. Holding, Jr., has been elected to the Board of Directors. Mr. Holding is President of First Citizens Bank of Raleigh, North Carolina. A copy of the Press Release is attached as an exhibit to this Form 8-K. On December 12, 2003, Piedmont issued a Press Release to report that Thomas E. Skains has been elected to the additional position of Chairman of the Board of Directors. Mr. Skains was named President and Chief Executive Officer in February 2003. The Press Release also reported that Malcolm E. Everett III has been elected to serve as Independent Lead Director of the Board of Directors. Mr. Everett joined the Board of Directors in February 2002. A copy of the Press Release is attached as an exhibit to this Form 8-K. On December 12, 2003, Piedmont issued a Press Release to report that P. M. (Mike) Forrester has been elected to the position of Vice President - South Carolina Operations. Mr. Forrester replaces W. D. (Bill) Workman who is retiring February 1, 2004, after ten years of service. A copy of the Press Release is attached as an exhibit to this Form 8-K. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release dated December 12, 2003, re retirement of Donald S. Russell from the Board of Directors. 99.2 Press Release dated December 12, 2003, re election of Frank B. Holding, Jr., to the Board of Directors. 99.3 Press Release dated December 12, 2003, re election of Thomas E. Skains to Chairman of the Board of Directors and election of Malcolm E. Everett III to Independent Lead Director of the Board of Directors. 99.4 Press Release dated December 12, 2003, re election of P. M. (Mike) Forrester to Vice President - South Carolina Operations and retirement of W. D. (Bill) Workman. 99.5 Press Release dated December 12, 2003, re 2003 Year-End Operating Results. Page 2 of 3 pages Item 12. Results of Operations and Financial Condition On December 12, 2003, Piedmont issued a Press Release to report financial results for the fiscal year and for the fourth quarter ended October 31, 2003, subject to completion of the annual audit. A copy of the Press Release is attached as an exhibit to this Form 8-K. 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 December 15, 2003 Page 3 of 3 pages EX-99.1 3 g86334exv99w1.txt PRESS RELEASE RE RETIREMENT OF DONALD S. RUSSELL Exhibit No. 99.1 PRESS RELEASE DONALD S. RUSSELL RETIRES FROM PIEDMONT NATURAL GAS BOARD OF DIRECTORS CHARLOTTE, NC - After serving 37 years on the Board of Directors of a company that his father helped found in 1951, Donald S. Russell today announced his retirement from the Board of Directors of Piedmont Natural Gas. During Mr. Russell's tenure on the Board since 1966, Piedmont Natural Gas has grown its customer base from 119,000 to over 920,000, and its revenues from $30 million to over $1.2 billion. Mr. Russell is an attorney and lives in Columbia, South Carolina. Upon Mr. Russell's retirement, the company's President and CEO, Thomas E. Skains remarked, "Mr. Russell's experience and dedication to Piedmont as a Board member has helped guide it well for nearly 40 years. He has demonstrated outstanding leadership to the benefit of the Company's shareholders, customers and employees. We owe him and his family our deepest gratitude, and our best wishes." 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 utility customers in North Carolina, South Carolina and Tennessee, including 57,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas and propane marketing, interstate natural gas storage, intrastate transportation and regulated natural gas distribution. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com. # # # # # # # EX-99.2 4 g86334exv99w2.txt PRESS RELEASE RE ELECTION OF FRANK B. HOLDING JR. Exhibit 99.2 PRESS RELEASE PIEDMONT NATURAL GAS ELECTS FRANK B. HOLDING, JR. TO BOARD OF DIRECTORS CHARLOTTE, NC - At its regular quarterly meeting today, the Board of Directors of Piedmont Natural Gas elected Frank B. Holding, Jr., of Raleigh, NC to the Board of the Company. Mr. Holding is President of First Citizens Bank of Raleigh, North Carolina. He also serves on the Board of Trustees of Blue Cross/Blue Shield of North Carolina, the Boards of Directors of the Greater Raleigh Chamber of Commerce, the Baptist Retirement Homes of North Carolina, Triangle FCA (Fellowship of Christian Athletes) and as a of Trustee of Providence Baptist Church in Raleigh. His previous Board service includes North Carolina Natural Gas Corporation (today a division of Piedmont Natural Gas), Wake Medical Center, WTVI Public Broadcasting Authority, Charlotte Merchants Association, American Heart Association Mecklenburg Chapter and North Carolina Global Transpark Authority. He has served as Chairman of the Boards of Mecklenburg Chapter, NC Veterinary Medical Foundation and of the Economic Development Council of the Charlotte Chamber of Commerce. He has also served as Chairman of the WTVI Auction and on the Community Advisory Council of The Junior League of Raleigh. Mr. Holding received his BA degree from the University of North Carolina - Chapel Hill and his MBA from The Wharton School of the University of Pennsylvania. 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 utility customers in North Carolina, South Carolina and Tennessee, including 57,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas and propane marketing, interstate natural gas storage, intrastate transportation and regulated natural gas distribution. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com. # # # # # # EX-99.3 5 g86334exv99w3.txt PRESS RELEASE RE ELECTION OF THOMAS E. SKAINS Exhibit 99.3 PRESS RELEASE SKAINS ELECTED CHAIRMAN, PRESIDENT AND CEO EVERETT ELECTED INDEPENDENT LEAD DIRECTOR OF PIEDMONT NATURAL GAS CHARLOTTE, NC - The Board of Directors of Piedmont Natural Gas Company (NYSE:PNY) has announced that Thomas E. Skains has been elected to the additional position of Chairman of the company's Board of Directors. He was named President and Chief Executive Officer of the company in February 2003. In February 2002, Mr. Skains was named President and Chief Operating Officer and was elected to the company's Board of Directors. Prior to being named President and COO, he held the position of Senior Vice President - Marketing and Supply Services. Prior to joining Piedmont in 1995, Mr. Skains was employed by Transcontinental Gas Pipe Line Corporation in Houston. The company's Board also announced that Malcolm (Mac) E. Everett III has been elected to serve as Independent Lead Director of the company. Mr. Everett is Senior Executive Vice President of Corporate and Community Affairs of Wachovia Corporation, and joined the Piedmont Natural Gas Board of Directors in February 2002. As Independent Lead Director, Mr. Everett will chair the meetings of the Board during any meetings where the Chairman is absent, and will consult with the CEO and the Chairman of the Directors and Corporate Governance Committee on Board management. "We are very pleased that Mac Everett has agreed to assume the responsibilities of Independent Lead Director of our Board," commented company Chairman, President and CEO Thomas E. Skains. "The creation of this new position on our Board displays our intent to properly govern Piedmont Natural Gas with leadership and independent oversight of our Board." 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 utility customers in North Carolina, South Carolina and Tennessee, including 57,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas and propane marketing, interstate natural gas storage, intrastate transportation and regulated natural gas distribution. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com. # # # # # # # EX-99.4 6 g86334exv99w4.txt PRESS RELEASE RE ELECTION OF P.M. (MIKE)FORRESTER Exhibit 99.4 PRESS RELEASE PIEDMONT NATURAL GAS NAMES P.M. (MIKE) FORRESTER VICE PRESIDENT-SOUTH CAROLINA OPERATIONS W.D. (BILL) WORKMAN ANNOUNCES RETIREMENT CHARLOTTE, NC - The Board Directors of Piedmont Natural Gas has named P.M. (Mike) Forrester to the position of Vice President-South Carolina Operations, effective December 22. He will report to Senior Vice President -Utility Operations, Ray B. Killough. Forrester replaces W. D. (Bill) Workman, who is retiring Feb. 1, after ten years of service. Mr. Forrester joined Piedmont in 1979, and has held supervisory positions in Greenville and Spartanburg, South Carolina. Since 1994, he has held the position of District Manager in Spartanburg. Mr. Forrester is a member of the SC Board of Education, and is a former chair of the Spartanburg Chamber of Commerce. He also serves on the Boards of the Upstate Alliance, the Spartanburg Economic Development Corporation, and the Workforce Investment Board. He is chairman of the Spartanburg March of Dimes Board, and is involved in many other civic and charitable activities. Forrester served 30 years in the U.S. Army Reserves, and retired as command sergeant major of the 391st Engineer Battalion in 2000. "Mike Forrester has worked diligently and has emerged as a significant leader in the community and in the state. I am confident that he will serve our South Carolina customers and our local communities well," commented Killough. "Bill Workman has represented Piedmont in an exemplary manner in the communities we serve in the Upstate, and at the state level. We greatly appreciate the many contributions that he made during his time with Piedmont, and we wish him well." Workman plans to continue his efforts in economic development after retirement. He is president of the Greenville County Research & Technological Corp., the not-for-profit entity that has created a 1,400-acre industrial and Technology Park in Greenville County, and charter chairman of the Greenville Area Development Corporation. He serves on the Boards of the S.C. Upstate Alliance, and Infomentum, the decision support center for the region. He is also engaged in the creation of public-private partnerships developing industrial parks and sites throughout South Carolina. Workman was mayor of Greenville from 1983 to 1995. He has served on the Southern Growth Policies Board, the S.C. Commission on Intergovernmental Relations, and on the boards of the S.C. Downtown Development Association and the Greater Greenville Chamber of Commerce. He chaired the S.C. Appalachian Development Partnership, is a past president of the Municipal Association of South Carolina, and is a recipient of the Order of the Palmetto and a graduate of Leadership South Carolina. In 1999 Workman was named the Nelson Mullins Business Person of the Year in Greenville; and was named Volunteer of the Year for 2000-2001 by the S.C. Economic Developer's Association. 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 utility customers in North Carolina, South Carolina and Tennessee, including 57,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas and propane marketing, interstate natural gas storage, intrastate transportation and regulated natural gas distribution. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com. # # # # # # # EX-99.5 7 g86334exv99w5.txt PRESS RELEASE RE 2003 YEAR END OPERATING RESULTS Exhibit 99.5 PRESS RELEASE Date: December 12, 2003 Contact: Stephen D. Conner or Headen B. Thomas Telephone: 704/731-4205 704/731-4438 PIEDMONT NATURAL GAS REPORTS 2003 YEAR-END OPERATING RESULTS CHARLOTTE, NC - At its regular quarterly Board of Directors meeting, Piedmont Natural Gas Company (NYSE: PNY) today reported financial results for the fiscal year and for the fourth quarter ended October 31, 2003, subject to completion of its annual audit. For the year, the Company reported net income of $74.4 million, or $2.22 per diluted share, which includes an increase in net income of $5.5 million, or $.17 per diluted share, associated with the change in the way it records revenues and cost of gas on volumes delivered but not yet billed beginning this fiscal year. These results compare with net income of $62.2 million, or $1.89 per diluted share, for the 2002 fiscal year. In terms of heating degree days, weather for the 2003 fiscal year was 21% colder than 2002, and 3% colder than normal. For the three months ended October 31, 2003, the Company's usual seasonal fourth-quarter losses were an improved ($5 million), or ($.15) per diluted share, which includes an increase in net income of $4 million, or $.12 per diluted share, associated with unbilled revenues, compared with ($11.8 million), or ($.36) per diluted share, for the prior-year three-month period. Non-utility activities contributed $11.4 million to net income, or $.34 per diluted share, for 2003, compared with $11.7 million, or $.35 per diluted share, in 2002. The Company's interest in SouthStar Energy Services LLC, which is primarily engaged in the unregulated retail natural gas market in Georgia, contributed $6.4 million to net income, or $.19 per diluted share, in 2003, compared with $8.9 million, or $.27 per diluted share, in 2002. "We set new milestones in fiscal year 2003 for net income and earnings per share," commented Thomas E. Skains, President and CEO. "It was also a historic growth year for the Company. With a successful team effort from many talented and dedicated employees, we closed the transaction to purchase North Carolina Natural Gas (NCNG) from Progress Energy in the fourth quarter, and we look forward to the contributions of our new NCNG division in 2004." Total throughput for the 2003 fiscal year was 149.1 million dekatherms, including 3.1 million dekatherms due to the effect of delivered but not yet billed volumes, compared with throughput of 126.1 million dekatherms for the previous year. Operations and maintenance expenses for 2003 increased over the prior year primarily due to increases in payroll, benefits and risk insurance costs, the provision for doubtful accounts and NCNG operations. DIVIDEND DECLARED At the Company's regular quarterly meeting of its Board of Directors held today, a quarterly dividend on Common Stock of 41.5 cents per share was declared, payable January 15, 2004, to holders of record at the close of business on December 23, 2003. CONFERENCE CALL In conjunction with this fourth-quarter earnings release, you are invited to listen to the conference call that will be broadcast live over the Internet on Monday, December 15, 2003, at 2:30 p.m. Eastern Time, hosted by President and Chief Executive Officer Thomas E. Skains. Log on to the web at www.piedmontng.com and click on Investor Relations, then on Presentations. The conference call will be archived on the Presentations page of the website within the Investor Relations section.
Piedmont Natural Gas SUMMARY OF OPERATIONS (in thousands except per share amounts) THREE MONTHS ENDED OCTOBER 31 % Increase ------------------ ---------- 2003 2002 (Decrease) ---- ---- ---------- (Unaudited) Operating Revenues $179,425 $121,478 48% Cost of Gas 117,553 75,316 56% Margin 61,872 46,162 34% Operations and Maintenance Expenses 38,039 35,224 8% Depreciation 17,269 14,804 17% General Taxes 5,631 5,940 -5% Utility Income Taxes (3,796) (8,588) 56% Operating Income 4,729 (1,218) 488% Other Income (Expense), net 1,261 91 1286% Utility Interest Charges 10,127 10,694 -5% Income Before Minority Interest (4,137) (11,821) 65% Minority Interest (820) 0 --- Net Income ($4,957) ($11,821) 58% Average Shares of Common Stock: Basic 33,582 32,979 2% Diluted 33,693 33,152 2% Earnings Per Share of Common Stock: Basic ($0.15) ($0.36) 58% Diluted ($0.15) ($0.36) 58% System Throughput - Dekatherms 24,988 19,955 25% Gas Customers Billed in October 839 704 19% System Average Degree Days - Actual 204 201 1% System Average Degree Days - Normal 235 230 2% Percent Normal Degree Days 87% 87% --- Twelve Months Ended OCTOBER 31 % Increase 2003 2002 (Decrease) ---- ---- ---------- (Unaudited) Operating Revenues $1,220,822 $832,028 47% Cost of Gas 837,942 496,234 69% Margin 382,880 335,794 14% Operations and Maintenance Expenses 152,107 133,427 14%
Depreciation 63,164 57,593 10% General Taxes 24,410 23,863 2% Utility Income Taxes 40,093 30,784 30% Operating Income 103,106 90,127 14% Other Income (Expense), net 12,273 12,694 -3% Utility Interest Charges 40,197 40,604 -1% Income Before Minority Interest 75,182 62,217 21% Minority Interest (820) 0 --- Net Income $74,362 $62,217 20% Average Shares of Common Stock: Basic 33,391 32,763 2% Diluted 33,503 32,937 2% Earnings Per Share of Common Stock: Basic $2.23 $1.90 17% Diluted $2.22 $1.89 17% System Throughput - Dekatherms 149,052 126,128 18% Gas Customers Billed in October 839 704 19% System Average Degree Days - Actual 3,643 3,004 21% System Average Degree Days - Normal 3,529 3,534 --- Percent Normal Degree Days 103% 85% 21%
PIEDMONT NATURAL GAS FINANCIAL RESULTS - SELECTED NON-UTILITY ACTIVITIES Other Income includes net income resulting from the Company's investments in the following non-utility activities (in thousands):
SouthStar Pine Energy Cardinal Needle Propane Services Pipeline LNG ------- -------- -------- --- (Unaudited) Three Months Ended October 31, 2003 ($488) $697 $225 $518 Twelve Months Ended October 31, 2003 1,148 6,390 972 2,136 Three Months Ended October 31, 2002 ($581) ($949) $253 $650 Twelve Months Ended October 31, 2002 (982) 8,862 972 2,301
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 suggested by 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 utility customers in North Carolina, South Carolina and Tennessee, including 57,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in joint venture, energy-related businesses, including unregulated retail natural gas and propane marketing, interstate natural gas storage, intrastate transportation and regulated natural gas distribution. More information about Piedmont Natural Gas is available on the Internet at www.piedmontng.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----