UNITED STATES
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
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Date of Report (Date of Earliest Event Reported):
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November 6, 2015
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Piedmont Natural Gas Company, Inc.
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(Exact name of registrant as specified in its charter)
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North Carolina
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1-6196
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56-0556998
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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4720 Piedmont Row Drive, Charlotte, North Carolina
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28210
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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704-364-3120
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Not Applicable
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Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2015, Thomas E. Skains, Chairman, President and Chief Executive Officer of Piedmont
Natural Gas Company, Inc. (the Company), notified the Companys Board of Directors and Lynn J.
Good, the President, Chief Executive Officer and Vice Chair of Duke Energy Corporation (Duke
Energy) of his intent to terminate his employment and retire from the Company effective upon (and
contingent upon) the closing of the acquisition of the Company by Duke Energy under the Agreement
and Plan of Merger between the Company, Duke Energy and Forest Subsidiary, Inc., a wholly-owned
subsidiary of Duke Energy, dated October 24, 2015.
Item 8.01 Other Events.
On November 6, 2015, the Company issued a press release announcing that Thomas E. Skains, Chairman,
President and Chief Executive Officer of Piedmont Natural Gas Company, Inc. (the Company),
notified the Companys Board of Directors and Lynn J. Good, the President, Chief Executive Officer
and Vice Chair of Duke Energy Corporation (Duke Energy) of his intent to terminate his employment
and retire from the Company effective upon (and contingent upon) the closing of the acquisition of
the Company by Duke Energy under the Agreement and Plan of Merger between the Company, Duke Energy
and Forest Subsidiary, Inc., a wholly-owned subsidiary of Duke Energy, dated October 24, 2015
(Merger Agreement). A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated into this Item 8.01 by this reference.
Also on November 6, 2015, Mr. Skains distributed an email communication to all employees of the
Company disclosing his intent to terminate his employment and retire from the Company effective
upon (and contingent upon) the closing of the acquisition of the Company by Duke Energy under the
Merger Agreement. A copy of the email communication is attached hereto as Exhibit 99.2 and is
incorporated into this Item 8.01 by this reference.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval. The Company intends
to file with the SEC and mail to its shareholders a proxy statement in connection with the proposed
merger transaction. PIEDMONT NATURAL GAS COMPANY, INC. (PIEDMONT) URGES INVESTORS AND SECURITY
HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Duke Energy Corporation (Duke), Piedmont and
the proposed merger. Investors and security holders will be able to obtain these materials (when
they are available) and other documents filed with the SEC free of charge at the SECs website,
www.sec.gov. In addition, a copy of Piedmonts proxy statement (when it becomes available) may be
obtained free of charge from Piedmont Natural Gas Company, Inc., Corporate Secretary, 4720 Piedmont
Row Drive Charlotte, North Carolina, 28210. Investors and security holders may also read and copy
any reports, statements and other information filed by Piedmont with the SEC, at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
or visit the SECs website for further information on its public reference room.
Participants in the Merger Solicitation
Piedmont and its directors, executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Piedmonts directors and executive officers is
available in its proxy statement filed with the SEC on January 6, 2015 in connection with its 2015
annual meeting of shareholders. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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No.
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Description of Exhibit |
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99.1 |
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Press release dated November 6, 2015 |
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99.2 |
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Employee communication dated November 6, 2015 |
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.
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Piedmont Natural Gas Company, Inc.
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November 6, 2015
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By:
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Judy Z. Mayo
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Name: Judy Z. Mayo
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Title: Vice President, Corporate Secretary and Deputy General Counsel
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated November 6, 2015
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99.2
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Employee communication dated November 6, 2015
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MEDIA CONTACTS
loree.elswick@piedmontng.com
Piedmont Natural Gas Thomas E. Skains to Retire with
Close of Duke Energy Transaction in 2016
Charlotte, N.C., November 6, 2015Piedmont Natural Gas (NYSE: PNY) Chairman, President and CEO
Thomas E. Skains announced today his intent to retire from the company at the time Duke Energys
acquisition of Piedmont Natural Gas closes. The two companies expect the close will occur during
the latter half of 2016.
In announcing his intention to retire, Mr. Skains said, I am making this personal decision now to
help make sure we move forward with the transition and allow the Duke and Piedmont management teams
to make important long-term leadership, organizational and integration decisions for the new
Piedmont Natural Gas operations subsidiary of Duke Energy. Skains continued, I am very excited
about all the opportunities this strategic combination offers to our customers and our employees.
Lynn Good and I want to ensure this is a smooth transition for our organizations.
Mr. Skains will continue to lead Piedmont Natural Gas as its Chairman, President and CEO until the
transaction is approved and closed.
About Piedmont Natural Gas
Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural
gas to more than 1 million residential, commercial, industrial and power-generation utility
customers in portions of North Carolina, South Carolina and Tennessee, including customers served
by municipalities that are wholesale customers. Its subsidiaries are invested in joint venture,
energy-related businesses, including unregulated retail natural gas marketing, regulated interstate
natural gas transportation and storage, and regulated intrastate natural gas transportation
businesses. More information about Piedmont Natural Gas is available at www.piedmontng.com.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval. The Company intends
to file with the SEC and mail to its shareholders a proxy statement in connection with the proposed
merger transaction. PIEDMONT NATURAL GAS COMPANY, INC. (PIEDMONT) URGES INVESTORS AND SECURITY
HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about Duke Energy Corporation (Duke), Piedmont and
the proposed merger. Investors and security holders will be able to obtain these materials (when
they are available) and other documents filed with the SEC free of charge at the SECs website,
www.sec.gov. In addition, a copy of Piedmonts proxy statement (when it becomes available)
may be obtained free of charge from Piedmont Natural Gas Company, Inc., Corporate Secretary, 4720
Piedmont Row Drive Charlotte, North Carolina, 28210. Investors and security holders may also read
and copy any reports, statements and other information filed by Piedmont with the SEC, at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
Participants in the Merger Solicitation
Piedmont and its directors, executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Piedmonts directors and executive officers is
available in its proxy statement filed with the SEC on January 6, 2015 in connection with its 2015
annual meeting of shareholders. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials to be filed with
the SEC when they become available.
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Exhibit 99.2
Dear Teammates,
As we take next steps under the merger agreement with Duke Energy, I wanted you to know that I plan
on retiring from the Company when the transaction closes. I am making this personal decision now to
help make sure we move forward with the transition and allow the Duke and Piedmont management teams
to make important long-term leadership, organizational and integration decisions for the new
Piedmont Natural Gas operating subsidiary of Duke Energy. Lynn Good and I want to ensure this is a
smooth transition for our organizations. Until the transaction is approved and closed, I will
continue to lead Piedmont Natural Gas as our Chairman, President and CEO with enthusiasm and vigor
as we operate the Company on a business as usual basis. And, I am dedicated to the long term
success of the combined organizations under the merger agreement.
As I told you last week, I remain excited about this strategic combination and truly believe our
best days are ahead!
Warmest regards,
Tom
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