0001104659-11-067851.txt : 20111206 0001104659-11-067851.hdr.sgml : 20111206 20111206151623 ACCESSION NUMBER: 0001104659-11-067851 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111130 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111206 DATE AS OF CHANGE: 20111206 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: 111245711 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 a11-31021_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 30, 2011

 

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.)

 

550 South Tryon Street, Charlotte, North Carolina  28202-4200

(Address of Principal Executive Offices, including Zip code)

 

(704) 382-3853

(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 30, 2011, Duke Energy Corporation (the “Company”) received notice from the plan administrator of the Duke Energy Retirement Savings Plan, the Duke Energy Retirement Savings Plan for Legacy Cinergy Union Employees (Midwest), and Duke Energy Retirement Savings Plan for Legacy Cinergy Union Employees (IBEW 1393) (collectively, the “401(k) Plan”) informing it that the Duke Energy Common Stock Fund under the 401(k) Plan will be closed for participant transactions from the close of business on December 30, 2011 until sometime during the week of January 1, 2012.  The blackout period is required by the 401(k) Plan’s recordkeeper, Fidelity Investments, in connection with a proposed 1-for-3 reverse stock split of the Company’s common stock, which will occur in connection with the proposed merger of the Company and Progress Energy, Inc.

 

Although the date of the closing of the merger (and the related 1-for-3 reverse stock split) has not yet been finalized, the notice was sent to the Company at this time due to the advance notice requirements of the Employee Retirement Income Security Act of 1974, as amended.

 

On December 6, 2011, the Company provided the attached 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 the Company’s insider trading policy, they will be unable to trade in the Company’s common stock (or related securities).  All dates contained in the attached notice assume the closing will occur on January 1, 2012, but if the closing does not occur on that date, the attached notice will be updated to reflect the actual date of the closing of the merger and the related 1-for-3 reverse stock split.  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:  Corporate Secretary, 550 South Tryon St., Charlotte, NC 28202 (telephone (704) 382-2204).

 

The notice to directors and executive officers of the Company is included as Exhibit 99.1 hereto.

 

Item 9.01.   Financial Statements and Exhibits.

 

(d)          Exhibits.

 

99.1                           Notice to Duke Energy Corporation directors and executive officers regarding blackout period.

 

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: December 6, 2011

By:

/s/ Marc E. Manly

 

Name:

Marc E. Manly

 

Title:

Group Executive, Chief Legal Officer and Corporate Secretary

 

3


 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Notice to Duke Energy Corporation directors and executive officers regarding blackout period

 

4

 EX-99.1 2 a11-31021_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Duke Energy Corporation

Notice to Directors and Executive Officers

 

Duke Energy Corporation (“Duke”) has received notice from the plan administrator of the Duke Energy Retirement Savings Plan, the Duke Energy Retirement Savings Plan for Legacy Cinergy Union Employees (Midwest), and Duke Energy Retirement Savings Plan for Legacy Cinergy Union Employees (IBEW 1393) (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 from the close of business on December 30, 2011 until sometime during the week of January 1, 2012.  This temporary suspension is required by the 401(k) Plan’s recordkeeper, Fidelity Investments, in connection with the 1-for-3 reverse stock split of Duke common stock, which will occur in connection with the expected closing of the merger with Progress Energy, Inc. on January 1, 2012.  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 common stock (or related securities).  In addition, this period occurs during a time when trading under Duke’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.

 

Although the date of the closing of the merger (and the related 1-for-3 reverse stock split) has not yet been finalized, this notice is being sent at this time, despite the uncertainty about the date of the closing, due to the advance notice requirements of the Employee Retirement Income Security Act of 1974, as amended.  All dates contained in this notice assume the closing will occur on January 1, 2012, but if the closing does not occur on that date, you will be provided with updated information regarding the actual date of the closing.

 

If you have any questions about this notice or 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: Corporate Secretary, 550 South Tryon St., Charlotte, NC 28202 (telephone (704) 382-2204).