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): | | November 1, 2007 |
Piedmont Natural Gas Company, Inc.
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(Exact name of registrant as specified in its charter)
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| North Carolina | 1-6196 | 56-0556998 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 4720 Piedmont Row Drive, Charlotte, North Carolina | | 28210 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 704-364-3120 |
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)
[ ] 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 7.01 Regulation FD Disclosure.
On November 2, 2007, the registrant issued a press release to initiate its earnings guidance for fiscal year 2008 of $1.45 to $1.55 per diluted share. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
Item 8.01 Other Events.
On November 1, 2007, the registrant entered into an accelerated share repurchase agreement with Citibank, N.A. (Citibank), for the repurchase of 1,000,000 shares of its outstanding common stock at an initial price of $24.70 per share. The registrant will fund this transaction with internally generated cash and short-term borrowings. Citibank and certain of its affiliates have engaged, and may in the future engage, in transactions with and perform services for the registrant in the ordinary course of business.
Under the terms of the accelerated share repurchase agreement, the registrant repurchased 1,000,000 shares of its outstanding common stock from Citibank; settlement occurred on November 2, 2007. Citibank will purchase an equivalent amount of shares in the open market during a period of approximately three months (the Pricing Period). The registrant may receive from, or be required to pay, Citibank a price adjustment based upon the actual cost of the shares purchased by Citibank once such purchase s are completed. Such price adjustment can be settled, at the registrant’s option, in cash or in shares of its common stock. In the event of a default by the registrant or Citibank under the accelerated share repurchase agreement, the non-defaulting party may terminate or accelerate the transaction, and may be entitled to unreimbursed net losses and costs. During the Pricing Period, the registrant will not purchase any shares of common stock under its current Common Stock Open Market Purchase Program, or enter into any accelerated share repurchase program or any derivative share repurchase transaction or other similar transaction.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release issued by Piedmont Natural Gas Company, Inc. dated November 2, 2007
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 14, 2007 | | By: | | Jose M. Simon
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| | | | | Name: Jose M. Simon |
| | | | | Title: Vice President and Controller |
Exhibit Index
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| Exhibit No. | | Description |
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99.1 | | Press Release issued by Piedmont Natural Gas Company, Inc. dated November 2, 2007 |
