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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December 18, 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 8.01 Other Events.
On December 18, 2015, Duke Energy Corporation ("Duke Energy") announced that it has designated Frank Yoho, Senior Vice President - Commercial Operations of Piedmont Natural Gas Company, Inc. ("Piedmont") to lead Duke Energy's natural gas operations, including those of Piedmont, when its previously announced acquisition of Piedmont is closed.
On December 22, 2015, Piedmont and Duke Energy issued a joint press release announcing that the Federal Trade Commission has granted early termination of the 30-day waiting period under the federal Hart-Scott-Rodino Antitrust Improvements Act with regard to the acquisition. Expiration or termination of the waiting period is one of the conditions required for completion of the acquisition under the Agreement and Plan of Merger among Piedmont, Duke Energy and Forest Subsidiary, Inc. dated October 24, 2015. The press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Piedmont into Duke Energy. In connection with the merger, Piedmont filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on December 14, 2015 and intends to file other relevant materials with the SEC. INVESTORS OF PIEDMONT ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PIEDMONT AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by Piedmont with the SEC at the SEC's website at www.sec.gov, at Piedmont Natural Gas' website at www.piedmontng.com or by sending a written request to Piedmont Natural Gas Company, Inc. at Piedmont Natural Gas Company, Inc., Corporate Secretary, 4720 Piedmont Row Drive Charlotte, North Carolina, 28210. 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 SEC's website for further information on its public reference room.
Participants in the solicitation
Duke Energy, Piedmont and certain of their respective directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Duke Energy’s directors and executive officers is available in Duke Energy’s proxy statement filed with the SEC on March 26, 2015 in connection with its 2015 annual meeting of stockholders, and information regarding Piedmont Natural Gas’ directors and executive officers is available in Piedmont Natural Gas’ proxy statement filed with the SEC on January 16, 2015 in connection with its 2015 annual meeting of shareholders. Other information regarding persons who may be deemed 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 filed or to be filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits.
Item 99.1 Joint Press Release dated December 22, 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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December 22, 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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Joint Press Release dated December 22, 2015
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Federal Trade Commission (FTC) grants antitrust approval of Duke Energys proposed acquisition
of Piedmont Natural Gas
CHARLOTTE, N.C., Dec. 22, 2015 /PRNewswire/ Duke Energys proposed acquisition of Piedmont
Natural Gas (NYSE: PNY) has cleared a key condition needed for completion, the two companies
announced today.
The Federal Trade Commission has granted early termination of the 30-day waiting period under the
federal Hart-Scott-Rodino Antitrust Improvements Act with regard to the acquisition.
Expiration or termination of the waiting period is one of the conditions required for completion of
the acquisition.
The transaction still requires approval by Piedmont shareholders and the North Carolina Utilities
Commission.
Duke Energy and Piedmont also are providing information regarding the acquisition to the Public
Service Commission of South Carolina and the Tennessee Regulatory Authority.
The companies are targeting a closing of the transaction by the end of 2016.
About Duke Energy
Duke Energy is the largest electric power holding company in the United States. Its regulated
utility operations serve approximately 7.3 million electric customers located in six states in the
Southeast and Midwest. Its commercial power and international energy business segments own and
operate diverse power generation assets in North America and Latin America, including a growing
portfolio of renewable energy assets in the United States.
Headquartered in Charlotte, N.C., Duke Energy is a Fortune 250 company traded on the New York Stock
Exchange under the symbol DUK. More information about the company is available at
www.duke-energy.com. Follow Duke Energy on Twitter, LinkedIn and
Facebook.
About Piedmont Natural Gas
Piedmont Natural Gas is an energy services company primarily engaged in the distribution of natural
gas to more than one 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.
Cautionary statements regarding forward-looking information
This document includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are based on managements beliefs and assumptions.
These forward-looking statements are identified by terms and phrases such as anticipate,
believe, intend, estimate, expect, continue, should, could, may, plan, project,
predict, will, potential, forecast, target, guidance, outlook, and similar
expressions. Forward-looking statements involve risks and uncertainties that may cause actual
results to be materially different from the results predicted. Such forward-looking statements
include, but are not limited to, statements about the benefits of the proposed merger involving
Duke Energy or Piedmont, including future financial and operating results, Duke Energys or
Piedmonts plans, objectives, expectations and intentions, the expected timing of completion of the
transaction, and other statements that are not historical facts. Important factors that could cause
actual results to differ materially from those indicated by such forward-looking statements include
risks and uncertainties relating to: the ability to obtain the requisite approvals of Piedmonts
shareholders; the risk that Duke Energy or Piedmont may be unable to obtain governmental and
regulatory approvals required for the merger, or that required governmental and regulatory
approvals may delay the merger or result in the imposition of conditions that could cause the
parties to abandon the merger; the risk that a condition to closing of the merger may not be
satisfied; the timing to consummate the proposed merger; the risk that the businesses will not be
integrated successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than expected; disruption from
the transaction making it more difficult to maintain relationships with customers, employees or
suppliers; the diversion of management time on merger-related issues; and the effect of changes in
governmental regulations. Additional risks and uncertainties are identified and discussed in Duke
Energys and Piedmonts and their respective subsidiaries reports filed with the SEC and available
at the SECs website at www.sec.gov. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements might not occur or might occur
to a different extent or at a different time than described. Neither Duke Energy nor Piedmont
undertakes any obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional information and where to find it
This communication may be deemed to be solicitation material in respect of the merger of Piedmont
Natural Gas into Duke Energy. In connection with the merger, Piedmont Natural Gas intends to file
relevant materials with the SEC, including a proxy statement in preliminary and definitive form.
INVESTORS OF PIEDMONT NATURAL GAS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT PIEDMONT NATURAL GAS AND THE MERGER. Investors may obtain a
free copy of these materials (when they are available) and other documents filed by Piedmont
Natural Gas with the SEC at the SECs website at www.sec.gov, at Piedmont Natural Gas
website at www.piedmontng.com or by sending a written request to Piedmont Natural Gas
company, Inc. at Piedmont Natural Gas Company, Inc., Corporate Secretary, 4720 Piedmont Row Drive
Charlotte, North Carolina, 28210. Security holders may also read and copy any reports, statements
and other information filed by Piedmont Natural Gas 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 solicitation
Duke Energy, Piedmont Natural Gas and certain of their respective directors, executive officers and
other persons may be deemed to be participants in the solicitation of proxies in respect of the
transaction. Information regarding Duke Energys directors and executive officers is available in
Duke Energys proxy statement filed with the SEC on March 26, 2015 in connection with its 2015
annual meeting of stockholders, and information regarding Piedmont Natural Gas directors and
executive officers is available in Piedmont Natural Gas proxy statement filed with the SEC on
January 16, 2015 in connection with its 2015 annual meeting of shareholders. Other information
regarding persons who may be deemed 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.
To view the original version on PR Newswire,
visit:
http://www.prnewswire.com/news-releases/federal-trade-commission-ftc-grants-antitrust-approval-of-du
ke-energys-proposed-acquisition-of-piedmont-natural-gas-300196353.html
SOURCE Piedmont Natural Gas
Media Contact: Dave Scanzoni, Duke Energy, 24-Hour: 800.559.3853; Analysts: Bill Currens, Duke
Energy, Office: 704.382.1603 Media Contact: David Trusty, Piedmont Natural Gas, 704.731.4391;
Analysts: Nick Giaimo, Piedmont Natural Gas, Office: 704.731.4952
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