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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January 22, 2016
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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
______________________________________________
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)
[ ] 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 5.07 Submission of Matters to a Vote of Security Holders.
On January 22, 2016, Piedmont Natural Gas Company, Inc. (Piedmont) held a Special Meeting of
Shareholders (the Special Meeting). The proposals voted upon at the Special Meeting, as well as
the voting results for each proposal, including the numbers of votes cast for, against or withheld,
and the number of abstentions and broker non-votes, are set forth below.
Proposal 1: Proposal to approve the Agreement and Plan of Merger, dated October 24, 2015, by and
among Duke Energy Corporation, a Delaware corporation (Duke Energy), Forest Subsidiary, Inc., a
newly formed North Carolina corporation that is a direct, wholly-owned subsidiary of Duke Energy,
and Piedmont. The shareholders approved this proposal.
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Votes For (% of
outstanding shares
entitled to vote)
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Votes Against
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Abstentions
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Broker Non-Votes
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54,000,260 (66.8%)
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1,166,688 |
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242,459 |
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0 |
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Proposal 2: Proposal to approve a non-binding, advisory proposal to approve the compensation that
may be paid or may become payable to Piedmonts named executive officers in connection with, or
following, the consummation of the merger. The shareholders approved this proposal on a non-binding
basis.
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Votes For (% of votes cast)
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Votes Against
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Abstentions
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Broker Non-Votes
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50,940,938 (93.1%)
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3,766,683 |
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701,786 |
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0 |
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Piedmont solicited proxies with respect to the adjournment of the Special Meeting, if necessary or
appropriate, to solicit additional proxies if there were insufficient votes at the time of the
Special Meeting to approve the merger agreement. Since there were sufficient votes at the time of
the Special Meeting to approve the merger agreement, the adjournment was not necessary and Piedmont
did not submit the proposal for adjournment to Piedmonts shareholders for approval at the Special
Meeting.
Item 8.01. Other Items.
On January 22, 2016, Piedmont issued a press release announcing the results of the Special Meeting.
The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Number
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Description |
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99.1
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Press Release, dated January 22, 2016 |
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 Piedmont, including future financial and
operating results, 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 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 Piedmonts 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. Piedmont does not undertake any
obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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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January 22, 2016
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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 January 22, 2016
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FOR IMMEDIATE RELEASE
Media Contacts:
David Trusty, Piedmont Natural Gas
704.731.4391
Piedmont Natural Gas Shareholders Approve Acquisition by Duke Energy
CHARLOTTE, N.C., January 22, 2016- Shareholders of Piedmont Natural Gas (NYSE: PNY) today voted
to approve the companys acquisition by Duke Energy (NYSE: DUK) during a specially called meeting
of shareholders at Piedmonts corporate offices in Charlotte.
The proposal to approve the acquisition was supported by 66.8% of the companys outstanding shares
entitled to vote.
The companies filed for approval of the proposed acquisition with the North Carolina Utilities
Commission and filed with the Tennessee Regulatory Authority to transfer Piedmonts Tennessee
operating license on Jan. 15, 2016.
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.
Duke Energy and Piedmont Natural Gas are targeting to close the transaction by the end of 2016.
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 who are wholesale customers. Our subsidiaries are invested in joint venture,
energy-related businesses, including unregulated retail natural gas marketing, and regulated
interstate natural gas transportation and storage, and regulated intrastate natural gas
transportation businesses. More information about Piedmont Natural Gas is available on the Internet
at http://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 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
Piedmonts and Duke Energys and its 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 Piedmont nor Duke Energy undertakes any
obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Source: Piedmont Natural Gas
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