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
Date of Report (Date of earliest event reported): June 29, 2012
(Commission File Number) |
Exact names of registrants as specified in their charters, address of principal executive offices, telephone number and state of incorporation |
(IRS Employer Identification No.) | ||
1-15929 | PROGRESS ENERGY, INC. | 56-2155481 | ||
410 S. Wilmington Street | ||||
Raleigh, North Carolina 27601-1748 | ||||
Telephone: (919) 546-6111 | ||||
State of Incorporation: North Carolina |
None
(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:
x | 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)) |
Section 8 OTHER EVENTS
Item 8.01 | Other Events. |
On June 29, 2012, the North Carolina Utilities Commission approved the merger between Progress Energy, Inc. and Duke Energy Corporation. Also on June 29, 2012, the Public Service Commission of South Carolina (the PSCSC) issued a notice that a meeting would be held on July 2, 2012 at 11:30 a.m. The effective time of the merger will depend on the outcome of the PSCSC meeting.
A copy of the merger scorecard is attached hereto as Exhibit 99.1.
Section 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 | Financial Statements and Exhibits. |
(d) EXHIBITS.
99.1 Merger Scorecard.
SIGNATURE
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.
PROGRESS ENERGY, INC. | ||
Registrant | ||
By: | /s/ David B. Fountain | |
David B. Fountain | ||
Assistant Secretary |
Date: June 29, 2012
INDEX TO EXHIBITS
Exhibit |
Description | |
99.1 | Merger Scorecard. |
Stakeholder
Progress on Key Milestones
Filed
Approved
Shareholder
Received shareholder approvals on August 23, 2011
Department of Justice
(DOJ)
The parties have met their obligations under the Hart-Scott-Rodino Act
(HSR) Waiting Period
Expired
Federal Communications
Commission (FCC)
Received
approval
of
Assignment
of
Authorization
filings
on
July
27,
2011
On January 5, 2012, approval extended by FCC through July 12, 2012
Federal Energy Regulatory
Commission (FERC)
Received conditional approval of the revised market power mitigation plan, the Joint
Dispatch Agreement (JDA) and the Joint Open-Access Transmission Tariff
(OATT) on June 8, 2012 Submitted final compliance filing required by
FERC on June 25, 2012 Nuclear Regulatory
Commission (NRC)
Received approval of indirect transfer of Progress Energy licenses on December 2,
2011 North Carolina
Received North Carolina Utilities Commission approval on June 29, 2012
South Carolina
Submitted merger-related filings on April 25, 2011
Hearing to approve joint dispatch agreement held December 12, 2011
Filed a letter with the SC Public Service Commission regarding
merger-related commitments made to SC Office of Regulatory Staff on May 16,
2012 Kentucky
Received Kentucky Commission approval on October 28, 2011
STATUS OF MERGER FILINGS (As of June 29, 2012)
1
JDA/OATT
Merger
Final
Compliance
Filing
EXHIBIT 99.1 |
ADDITIONAL INFORMATION ON THE MERGER AND WHERE TO FIND IT
In connection with the proposed merger between Duke Energy and Progress Energy, Duke
Energy filed with the SEC a Registration Statement on Form S-4 that
includes
a
joint
proxy
statement
of
Duke
Energy
and
Progress
Energy
and
that
also
constitutes
a
prospectus
of
Duke
Energy.
The
Registration
Statement
was
declared effective by the SEC on July 7, 2011. Duke Energy and Progress Energy
mailed the definitive joint proxy statement/prospectus to their respective
shareholders on or about July 11, 2011. Duke Energy and Progress Energy urge
investors and shareholders to read the Registration Statement,
including
the
joint
proxy
statement/prospectus
that
is
a
part
of
the
Registration
Statement,
as
well
as
other
relevant
documents
filed
with
the
SEC,
because they contain important information.
You may obtain copies of all documents filed with the SEC regarding this transaction,
free of charge, at the SEC's
website
(www.sec.gov).
You
may
also
obtain
these
documents,
free
of
charge,
from
Duke
Energys
website
(www.duke-energy.com)
under
the
heading
Investors
and
then
under
the
heading
Financials/SEC
Filings.
You
may
also
obtain
these
documents,
free
of
charge,
from
Progress
Energys
website
(www.progress-energy.com)
under
the
tab
Our
Company
by
clicking
on
Investor
Relations,
then
by
clicking
on
Corporate
Profile
and
then
by
clicking
on
SEC Filings.
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