-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LYWRwzx0T0TxtQJWOe7dSa6iHkNxDraw62AC/PBu3m1h2yJQO8d6EcoZh3rPGXpY PTh03JKcCR9VkpcqMFQpIw== 0001104659-07-082363.txt : 20071113 0001104659-07-082363.hdr.sgml : 20071112 20071113134215 ACCESSION NUMBER: 0001104659-07-082363 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071107 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Duke Energy CORP CENTRAL INDEX KEY: 0001326160 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 202777218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32853 FILM NUMBER: 071236722 BUSINESS ADDRESS: STREET 1: 526 SOUTH CHURCH STREET STREET 2: EC03T CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 704-594-6200 MAIL ADDRESS: STREET 1: 526 SOUTH CHURCH STREET STREET 2: EC03T CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: Duke Energy Holding Corp. DATE OF NAME CHANGE: 20050628 FORMER COMPANY: FORMER CONFORMED NAME: Deer Holding Corp. DATE OF NAME CHANGE: 20050504 8-K 1 a07-28910_18k.htm 8-K

 

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): November 7, 2007

 

DUKE ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-32853

 

20-2777218

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

526 South Church Street, Charlotte, North Carolina  28202-1904

(Address of Principal Executive Offices, including Zip code)

 

(704) 594-6200

(Registrant’s telephone number, including area code)

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c))

 

 



 

Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 

On November 7, 2007, Duke Energy Corporation (“Duke Energy”) received notice from the plan administrator of the Duke Energy Corporation Retirement Savings Plan (“RSP”) and the Cinergy Corp. Non-Union Employees’ 401(k) Plan, Cinergy Corp. Union Employees’ 401(k) Plan and Cinergy Corp. Union Employees’ Savings Incentive Plan informing it that activity in the Duke Energy Common Stock Fund under all of the plans will be closed for participant transactions (i.e., investment election changes, loans, distributions and withdrawals). The blackout period will begin, depending on the plan and participant transaction, as early as the close of business on December 26, 2007 and will end as late as sometime during the week of January 6, 2008. The blackout period is necessary for the plan recordkeeper, Fidelity Investments, to clear all pending trades and determine fin al account balances in connection with the merger of the Cinergy Corp. Non-Union Employees’ 401(k) Plan into the RSP, the transfer of recordkeeping services for the RSP from Hewitt Associates to Fidelity Investments and the change in each of the plan’s investment funds. On November 13, 2007, Duke Energy sent a notice to its directors and executive officers informing them that during the blackout period, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Duke Energy’s insider trading policy, they will be unable to trade in Duke Energy common stock (or related securities). During the blackout period and for a two-year period thereafter, information about the actual beginning and ending dates of the blackout period may be obtained, without charge, by contacting Duke Energy Corporation, Attention: Vice President, Corporate Human Resources, 526 South Church St., Charlotte, NC 28202 (telephone (704) 382-8554).

 

The notice to directors and executive officers of Duke Energy is included as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)             Exhibits.

 

99.1                            Duke Energy Corporation Notice to Directors and Executive Officers

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

DUKE ENERGY CORPORATION

 

 

 

 

 

 

Date: November 13, 2007

By:

/s/Marc E. Manly

 

Name:

Marc E. Manly

 

Title:

Group Executive and Chief Legal Officer

 

3



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Duke Energy Corporation Notice to Directors and Executive Officers

 

4


EX-99.1 2 a07-28910_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Duke Energy Corporation

Notice to Directors and Executive Officers

 

Duke Energy Corporation (“Duke Energy”) has received notice from the plan administrator of the Duke Energy Retirement Savings Plan, Cinergy Corp. Non-Union Employees’ 401(k) Plan, Cinergy Corp. Union Employees’ 401(k) Plan and Cinergy Corp. Union Employees’ Savings Incentive Plan (collectively, the “401(k) Plan”) that activity in the Duke Energy Common Stock Fund under the 401(k) Plan will be closed for participant transactions (i.e., investment election changes, loans, distributions and withdrawals). The blackout period will begin, depending on the plan and participant transaction, as early as the close of business on December 26, 2007 and will end as late as sometime during the week of January 6, 2008. This temporary suspension is necessary in order for the plan recordkeeper, Fidelity Investments, to clear all pending trades and determine final account balances in connection with the merger of the Cinergy Corp. Non-Union Employees’ 401(k) Plan into the Duke Energy Retirement Savings Plan, the transfer of recordkeeping services for the Duke Energy Retirement Savings Plan from Hewitt Associates to Fidelity Investments and the change in each of the plan’s investment funds. This notice is intended to inform you that, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, during the blackout period you will be unable to trade in Duke Energy common stock (or related securities). The blackout period occurs during a time when trading under Duke Energy’s insider trading policy is generally not permitted (i.e., not during a “trading window” pursuant to the Duke Energy Corporation Insider Trading Policy). Please note that this restriction will not apply to certain trading activities, including (i) any purchases and sales made pursuant to certain written plans satisfying the conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended or (ii) dividend reinvestments.

 

If you have any question about this notice and the required trading restriction, including whether the blackout period has begun or ended, you may obtain information, without charge, by contacting Duke Energy Corporation, Attention: Vice President, Corporate Human Resources, 526 South Church St., Charlotte,  NC 28202 (telephone (704) 382-8554).

 


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