PNY Piedmont Natural Gas Company, Inc.

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

Piedmont Natural Gas Company, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
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 Company’s 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 Company’s 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 SEC’s website, www.sec.gov. In addition, a copy of Piedmont’s 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 SEC’s 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 Piedmont’s 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.

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.

Exhibit Index

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, 2015—Piedmont Natural Gas (NYSE: PNY) Chairman, President and CEO Thomas E. Skains announced today his intent to retire from the company at the time Duke Energy’s 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 SEC’s website, www.sec.gov. In addition, a copy of Piedmont’s 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 SEC’s 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 Piedmont’s 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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