-----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, FosD8lxNsVtsPdl3ulsjSATr++uH0rkGwHsEJA73qUof6OjTfiUEuHznkDmlVEo5 swBd964Ju8Vb9ajaZLs3Ig== 0000950168-98-002122.txt : 19980630 0000950168-98-002122.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950168-98-002122 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE ENERGY CORP CENTRAL INDEX KEY: 0000030371 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 560205520 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-04928 FILM NUMBER: 98656268 BUSINESS ADDRESS: STREET 1: 422 S CHURCH ST CITY: CHARLOTTE STATE: NC ZIP: 28242-0001 BUSINESS PHONE: 7045940887 MAIL ADDRESS: STREET 1: 422 S CHURCH ST CITY: CHARLOTTE STATE: NC ZIP: 28242 FORMER COMPANY: FORMER CONFORMED NAME: DUKE POWER CO /NC/ DATE OF NAME CHANGE: 19920703 11-K 1 DUKE ENERGY CORPORATION 11-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 11-K ------------------ ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1997 Commission File Number 1-4928 ----------- EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES (Full title of the plan) --------- Duke Energy Corporation (Name of issuer of the securities held pursuant to the plan) 422 South Church Street Charlotte, North Carolina 28202 (Address, including zip code, of principal executive office) (704) 594-0887 (Telephone number, including area code) ================================================================================ 1 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES INDEX TO FINANCIAL STATEMENTS AND SCHEDULES ----------- FINANCIAL STATEMENTS Page ---- Independent Auditors' Report.......................................... 3 Statement of Net Assets Available for Benefits (with Fund Information), December 31, 1997....................... 4 Statement of Net Assets Available for Benefits (with Fund Information), December 31, 1996....................... 5 Statement of Changes in Net Assets Available for Benefits (with Fund Information), year Ended December 31, 1997............ 6 Statement of Changes in Net Assets Available for Benefits (with Fund Information), Year Ended December 31, 1996............ 7 Notes to Financial Statements......................................... 8 ------------- SCHEDULES Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1997................................................ S-1 Schedule IV - Item 27d - Schedule of Reportable Transactions, Year Ended December 31, 1997..................................... S-4 All other schedules are omitted because they are not applicable or not required. 2 INDEPENDENT AUDITORS' REPORT The Administrative Committee Employees' Savings Plan of PanEnergy Corp and Participating Affiliates: We have audited the accompanying statements of net assets available for benefits of the Employees' Savings Plan of PanEnergy Corp and Participating Affiliates (the Plan) as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for each of the years in the two-year period ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed in the accompanying index are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the Fund Information in the related statements of changes in net assets available for benefits for the years then ended is presented for the purposes of additional analysis rather than to present the net assets available for benefits of each fund and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG Peat Marwick LLP Houston, Texas June 19, 1998 3 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) December 31, 1997 (To be filed under cover of Form SE) 4 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) December 31, 1996 (To be filed under cover of Form SE) 5 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) Year Ended December 31, 1997 (To be filed under cover of Form SE) 6 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (WITH FUND INFORMATION) Year Ended December 31, 1996 (To be filed under cover of Form SE) 7 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES NOTES TO FINANCIAL STATEMENTS 1. Description of the Plan Organization The Employees' Savings Plan of PanEnergy Corp and Participating Affiliates (the Plan), formerly the Employees' Savings of Panhandle Eastern Corporation and Participating Affiliates, was adopted by the Board of Directors of PanEnergy Corp (PanEnergy), formerly Panhandle Eastern Corporation, effective January 1, 1991, at which time the assets and obligations of the predecessor plan and certain other related plans were transferred to the Plan. The Plan, administered by an Administrative Committee (the Committee) which is appointed by the Board of Directors of PanEnergy, is subject to the provisions of the Employee Retirement Income Act of 1974, as amended (ERISA). On December 31, 1997 there were 3,302 active employees participating in the Plan. The companies participating in the Plan included PanEnergy Corp (PanEnergy) and certain of its affiliated companies (the Company). Although the Company includes PanEnergy, PanEnergy does not have employees at this time. Therefore, no contributions are made directly by PanEnergy, but rather by affiliated companies who participate in the Plan. See Note 3. Plan Composition During the year ended December 31, 1997, the Plan was comprised of the following investment programs (funds): the Duke Energy Stock Fund, the Equity Fund, the Bond Fund, the Money Market Fund, Large Cap. Equity Index, Small-to-Mid Cap. Equity Index, International Equity Index. A separate fund, the Loan Fund, is used to segregate members' loans from other funds. See discussion below regarding loans. Expenses All costs and expenses for administering the Plan, if not paid by the Company, shall be paid by the trustee from Plan assets. Investment management fees for the various funds, totaled $0.4 million in both 1997 and 1996, and were paid by the trustee from Plan assets. All other costs and expenses in 1997 and 1996 were paid by the Company. Management of Trust Fund During 1997 and 1996, the Northern Trust Company was trustee of the Plan (the Trustee). The Trustee is responsible for receiving contributions, collecting dividends, investing cash contributions and dividends, making benefit payments as authorized by the plan administrator and investing Plan assets in accordance with investment manager instructions. The Trustee has Bankers Blanket Bonds in amounts and forms which cover acting in such a capacity. The Trustee received $0.1 million in both 1997 and 1996 from the Company for services provided as trustee of the Plan. 8 Provisions of the Plan The Plan is a defined contribution, profit-sharing plan sponsored by PanEnergy. The following information describes significant provisions of the Plan as they existed during the year ended December 31, 1997. Provisions of the Plan are further explained in the Plan documents, which may be obtained from the Committee. Membership in the Plan is voluntary. Under the terms of the Plan, any eligible employee may become a member of the Plan upon the first day of the first month coincident with or immediately following the date on which such employee has first completed a year of vesting service, as defined. An eligible employee is any employee of the Company other than (1) an employee whose employment is governed by a collective bargaining agreement unless such agreement provides for the employee's participation in the Plan, (2) an employee who is a non-resident alien with no United States source income or who is on a "Non-U.S. Payroll", (3) an employee employed pursuant to a written employment contract that provides that the employee shall not participate in the Plan, or (4) a leased employee. A leased employee is someone who is not an employee of the Company but who provides services to the Company through a leasing organization. Each member may make after-tax contributions through authorized payroll deductions. A Compensation Reduction Option under Section 401(k) of the Internal Revenue Code (the Code) is also available under the Plan which allows employees to defer up to 15% of Plan compensation, not to exceed $9,500 in 1997, with such amount adjusted automatically to reflect any cost-of-living adjustments authorized by the Code. Plan compensation is defined by the Plan and is limited to an annual maximum imposed by the Code. Any "excess deferrals," as defined by the Code, are distributed during the following year pursuant to provisions of the Code. The allowed amount of a member's combined contribution ranges from 1% to 15% of Plan compensation for each pay period. Members' contributions are remitted semi-monthly to the Trustee. Also on a semi-monthly basis, the Company contributes on behalf of each member, as Company matching contributions, 100% of the member's after-tax contributions and 110% of tax-deferred contributions, up to an aggregate maximum of 6% of the member's Plan compensation, depending upon length of vesting service, in accordance with the following table. Generally, Company matching contributions are invested in the Duke Energy Stock Fund only. Credited Vesting Service Company Matching Contributions ------------------------ ------------------------------ Less Than Five Years 4% of a member's Plan compensation Less Than Nine Years 5% of a member's Plan compensation Ten Years Or More 6% of a member's Plan compensation At the discretion of the Chief Executive Officer of PanEnergy, for each month, the Company may contribute for members who have completed 20 or more years of vesting service, an amount that equals 100% of the member's after-tax contributions plus 110% of the tax-deferred contributions which, in the aggregate, were more than 6% but not in excess of 8% of Plan compensation. Also at the discretion of the Chief Executive Officer of PanEnergy, for each month, the Company may contribute as supplemental matching contributions on behalf of each member a specified dollar amount, a specified percentage of Plan compensation or a specified percentage of members' after-tax contributions and/or tax-deferred contributions; all of which shall be uniform for all members. No such contributions were made during 1997 and 1996. The plan was amended to prohibit any contributions made to the Plan on and after January 1, 1995 as a result of investment tax credits claimed by PanEnergy on its federal income tax return. Any such contributions would be 9 made to the Tax Credit Employee Ownership Plan of PanEnergy Corp and Participating Affiliates, which was established effective January 1, 1995. Withdrawals/Distributions A member may withdraw all rollover contributions, as defined by the Plan, and any after-tax contributions (and related earnings) that have been in the Plan for 24 months or more. A member who has participated in the Plan (or a prior plan) for five or more years may also withdraw all Company matching contributions (and related earnings) in their account. Any member who has participated in the Plan for less than five years may only withdraw Company matching contributions (and related earnings) that have been in their accounts for 24 months or more. A member's account balances may be distributed following termination of employment with PanEnergy and all of its affiliated companies. Any member who has a financial hardship, as determined by the Committee, may withdraw from the member's accounts an amount not to exceed the value of such accounts (excluding earnings on the deferred account) and not to exceed the amount determined by the Committee as being available for withdrawal. The decision of the Committee shall be final and binding, provided that all members similarly situated shall be treated in a uniform and nondiscriminatory manner. Loans Upon application by any member and subject to such uniform and nondiscriminatory rules and regulations as the Committee may establish, the Committee may, at its discretion, direct the Trustee to make a loan to such member from the member's accounts, in an amount not to exceed a percentage of the combined value in all the member's accounts, as defined, as follows: Combined Value of All Accounts Amounts Available for Loan - ------------------------------ -------------------------- Less Than $2,000 None $2,000 Or More 50%, up to a maximum of $50,000 less the highest outstanding loan balance in the previous 12 months The interest rate for a regular loan is the current three-year Treasury bill rate and for home loans is the current 10-year Treasury bill rate plus two percentage points. Obligation for Benefits It is expected that the Plan will continue in the future, but PanEnergy reserves the right to amend or terminate the Plan, in whole or in part, at any time. Such action would not affect any vested benefits of members (unless required in order to comply with qualification requirements by the Code and ERISA) and no such action would cause any part of the assets held in trust to be used for purposes other than the exclusive benefit of the members or their beneficiaries. 2. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis in conformity with generally accepted accounting principles and present the Plan's net assets available for benefits, at fair value, and changes in net assets available for benefits. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, benefit obligations and changes therein at the date of the financial statements. Actual results could differ from those estimates. 10 Investment Valuation The investments in Duke Energy common stock in 1997 and PanEnergy common stock in 1996 and other equity securities are stated at fair values based upon quotations obtained from national security exchanges at the balance sheet date. Money market funds and loans to participants are recorded at cost, which approximate fair values. Purchases and sales of securities are recorded on a trade-date basis. Net realized gains and losses on disposition of investments are reported on the revalued cost method, which is the fair value of the investment at the beginning of the Plan year or historical cost if the investment was acquired since the beginning of the Plan year. 3. Investment Programs Each member designates the manner in which the member's contributions allocated to the after-tax or deferred account will be invested, in whole percentage increments, from among the following options:
Fund Description ---- ----------- Duke Energy (before Shares of Duke Energy (before June 18, 1997, PanEnergy) common stock. June 18, 1997, PanEnergy) Amounts invested under this option are invested as one fund. Equity General diversified equity investments (including common investment funds which may hold securities issued by Duke Energy), managed by Smith Barney Capital Management. Amounts invested under this option are invested as one fund. Bond General diversified fixed income investments (including common investment funds which may hold debentures or other debt securities issued by Duke Energy), managed by BZW Barclays Global Investors (BGI). Money Market General money market investments. Amounts invested under this option are invested as one fund. Large Cap Equity Index Wholly invested in the BGI Daily Equity Index Fund which is held and managed by BGI. Small-to-Mid Cap Wholly invested in shares of the Extended Market Portfolio Equity Index of the Vanguard Index Trust (Vanguard Mutual Fund). The Vanguard Mutual Fund is managed by the Core Management Group of the Vanguard Group, Inc. International Wholly invested in the BGI Daily EAFE Equity Index Fund, which is held Equity Index and managed by BGI.
A separate stock fund, The Anadarko Stock Fund, was established to maintain the common stock of Anadarko Petroleum Corporation (Anadarko) received by the predecessor plan pursuant to the PanEnergy spin-off of Anadarko. Beginning July 1, 1997, the Anadarko Stock Fund was terminated and all investments in the fund liquidated by the Trustee and the proceeds transferred to the Money Market Fund. The Money Market Fund, as well as any cash held in any of the other funds, is currently invested in the Northern Trust Company Collective Short Term Investment Fund. 11 A summary of contributions made to the Plan by participating employees and their employers follows:
Millions Employees Employers -------- --------- --------- 1997 1996 1997 1996 ---- ---- ---- ---- Texas Eastern Transmission Corporation....... $ 4.7 $ 4.5 $ 3.8 $ 3.7 Panhandle Eastern Pipe Line Company.......... 2.9 2.5 2.4 2.2 Pan Service Company.......................... 1.1 3.4 0.7 2.6 Texas Eastern Products Pipeline Company...... 1.8 1.7 1.4 1.3 Trunkline Gas Company........................ 1.0 1.4 0.9 1.2 Algonquin Gas Transmission Company........... 1.2 1.2 0.8 0.9 PanEnergy Services LP........................ 2.7 - 1.9 - Trunkline LNG Company........................ 0.2 0.2 0.2 0.2 --------- --------- --------- --------- Total................................. $ 15.6 $ 14.9 $ 12.1 $ 12.1 ======= ======= ======= =======
At December 31, 1997, a total of 4,381 participants had investments in the Duke Energy Stock Fund, 2,388 participants had investments in the Equity Fund, 946 participants had investments in the Bond Fund, 1,651 participants had investments in the Money Market Fund, 260 participants had investments in the Large-Cap Equity Fund, 362 participants had investments in the Small-to-Mid Cap Equity Fund, and 160 participants had investments in the International Equity Fund. In addition, 1,826 participants had loans outstanding in the Loan Fund. 4. Net Unrealized Appreciation (Depreciation) of Investments A summary of transactions, by fund, affecting net unrealized appreciation (depreciation) of investments follows:
Millions - -------- January 1, December 31, December 31, Fund 1996 Increase Distributions 1996 Increase Distributions 1997 ---- ---- -------- ------------- ---- -------- ------------- ---- Duke Energy Stock* $ 68.5 $ 140.7 $ (4.8) $ 204.4 $ 85.1 $ (29.7) $ 259.8 Equity 19.3 12.3 (4.2) 27.4 16.7 (5.5) 38.6 Bond 0.8 - (0.8) - 1.0 0.1 1.1 Large cap - - - - 0.4 - 0.4 Sm.-to-Mid Cap - - - - 0.2 - 0.2 Int'l Equity - - - - (0.1) - (0.1) Anadarko Stock 9.2 0.8 (2.0) 8.0 (1.6) (6.4) - ------- ------- -------- ------- ------- -------- ------- Total $ 97.8 $ 153.8 $ (11.8) $ 239.8 $ 101.7 $ (41.5) $ 300.0 ======= ======= ======== ======= ======= ======== =======
- --------------------------------- * Before June 18, 1997, PanEnergy 12 5. Net Realized Gains A Summary of realized gains on sales/distributions of investments follows: Millions Proceeds/ Revalued Net Realized -------- Distributions Cost Gains ------------- ---- ----- 1997 - ---- Duke Energy Stock $ 111.0 $ 102.6 $ 8.4 Other Investments 35.1 32.8 2.3 -------- ---------- -------- Total $ 146.1 $ 135.4 $ 10.7 ======= ======= ======= 1996 - ---- PanEnergy Stock $ 69.0 $ 59.8 $ 9.2 Other Investments 69.3 67.9 1.4 -------- --------- -------- Total $ 138.3 $ 127.7 $ 10.6 ======= ======= ======= 6. Purchases of Duke Energy Common Stock On November 25, 1996, PanEnergy and Duke Power Company (Duke) announced a definitive merger agreement for a tax-free, stock-for-stock transaction. Under the agreement, each share of PanEnergy common stock would be converted into the right to receive 1.0444 common shares of Duke. The merger was conditioned upon, among other things, the approval of PanEnergy and Duke stockholders, and approvals of appropriate state and federal regulatory agencies. On June 18, 1997, the merger was closed, Duke changed its name to Duke Energy Corporation (Duke Energy) and PanEnergy became a wholly-owned subsidiary of Duke Energy. Purchases of Duke Energy common stock by the Plan may be made either in the open market or by purchasing directly from Duke Energy any authorized but previously unissued shares or shares previously issued and reacquired by Duke Energy. No commission shall be charged with respect to direct purchases from Duke Energy. Shares purchased directly from Duke Energy shall be purchased at the lower of (a) the unweighted average of the reported daily high and low sale prices of a share of Duke Energy common stock as quoted on The New York Stock Exchange, Inc. (NYSE) for the five consecutive trading days up to and including the date on which the Trustee and Duke Energy agree to the sale or (b) the unweighted average of the daily reported high and low sale prices for Duke Energy common stock on the NYSE for the day on which the Trustee and Duke Energy agree to the sale. 7. Federal Income Tax In a determination letter dated November 14, 1996, the Internal Revenue Service held that the Plan met the requirements of Section 401(a) of the Code, and that the trust established thereunder was entitled to exemption from federal income tax under the provisions of Section 501(a) of the Code. The Plan has been amended since receiving this determination letter. However, the Committee and its legal counsel believe the Plan is currently designed and operated in compliance with the applicable requirements of the Code. Therefore, they believe the Plan was qualified and the related trust was tax-exempt as of December 31, 1997. Duke Energy intends that the Plan and its related trust, continue to so qualify. Contributions made by the Company for the benefit of a member will not be required to be included in the member's taxable income until the year or years in which such contributions are distributed to the member. 13 8. Reconciliation to IRS Form 5500 The Plan's audited financial statements are materially consistent with the amounts reported on the IRS Form 5500. 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES By _____________________________ D.R. Church Administrative Committee Date: June 19, 1998 15 INDEPENDENT AUDITORS' CONSENT The Board of Directors Duke Energy Corporation We consent to incorporation by reference in the registration statement (No. 333-29585) on Form S-8 of Duke Energy Corporation of our report dated June 19, 1998, relating to the statements of net assets available for benefits of the Employees' Savings Plan of PanEnergy Corp and Participating Affiliates as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended; and the related schedules, which report appears in the December 31, 1997 Annual Report on Form 11-K of the Employees' Savings Plan of PanEnergy Corp and Participating Affiliates. KPMG Peat Marwick LLP Houston, Texas June 26, 1998 16 SCHEDULE I EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1997 ($ Millions)
Shares/Par Investment Value Cost Fair Value ---------- ----- ---- ---------- Duke Energy Stock Fund Common Stock of Duke Energy Corp* 8,532,756 $ 212.7 $ 472.5 Northern Trust Company Collective Short Term Investment Fund 2,674,056 2.7 2.7 ---------- ---------- Total Duke Energy Corp Stock Fund $ 215.4 $ 475.2 ======= ======= Equity Fund Common Stocks American Express Company 8,000 $ 0.2 $ 0.7 American Home Products Corp. 25,000 1.4 1.9 Amp Inc. 35,000 1.4 1.5 AT&T Corp. 30,000 1.7 1.8 Avon Products Inc. 35,000 1.5 2.1 Banc One Corp. 25,000 1.2 1.3 BankAmerica Corp. 44,000 1.0 3.2 Bankers Trust N.Y. Corp. 15,000 1.1 1.7 Baxter International Inc. 45,000 1.9 2.3 Bell Atlantic Corporation 12,000 0.8 1.1 Bristol Myers Squibb Co. 38,000 3.1 3.6 Chase Manhattan Corp. 25,000 1.1 2.7 Chevron Corporation 28,000 1.2 2.1 Chubb Corp. 29,000 1.9 2.2 Consolidated Natural Gas Co. 33,000 1.6 2.0 Crown Cork & Seal Co. 25,000 1.2 1.3 Dana Corporation 37,000 1.0 1.8 Dresser Industries Inc. 43,000 1.0 1.9 Du Pont, E I De Nemours & Co. 27,000 1.2 1.6 Eastman Kodak Co. 20,000 0.8 1.2 Emerson Electric Co. 44,000 1.2 2.5 Exxon Corp. 40,000 1.2 2.4 FPL Group Inc. 10,000 0.3 0.6 Ford Motor Co. 45,000 1.1 2.2 General Electric Co. 48,000 1.0 3.5 Goodrich, B.F. Co. 20,000 0.6 0.8 GTE Corp. 34,000 1.3 1.8 Hartford Financial Services 10,000 0.8 0.9 Heinz, H.J. Co. 40,000 1.3 2.0 International Paper Co. 25,000 1.0 1.1 Kimberly-Clark Corp. 29,000 0.9 1.4 Lilly, Eli & Co. 60,000 1.2 4.2
S-1 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1997 ($ Millions)
Shares/Par Investment Value Cost Fair Value ---------- ----- ---- ---------- Equity Fund (Cont'd) Common Stocks (Cont'd) Limited Inc. 75,000 $ 1.8 $ 1.9 Lockheed Martin Corp. 24,450 0.7 2.4 Marsh & McLennan Cos. Inc. 20,000 0.9 1.5 Mcgraw Hill Cos. Inc. 24,000 0.9 1.8 Merck & Co. Inc. 20,000 0.8 2.1 Mobil Corp. 34,000 1.4 2.5 Norfolk Southern Corp. 15,000 0.3 0.5 Olin Corp. 4,000 0.1 0.2 Pfizer Inc. 5,000 0.1 0.4 Phelps Dodge Corp. 15,000 0.9 0.9 Phillips Petroleum Co. 17,000 0.6 0.8 Reynolds Metals Co. 19,000 1.2 1.1 Royal Dutch Petroleum Co. 36,000 0.7 2.0 Sears, Roebuck & Co. 30,000 0.4 1.4 Sprint Corp. 46,000 1.2 2.7 Tenneco Inc. 31,000 1.2 1.2 Texas Utilities Co. 10,000 0.4 0.4 TRW, Inc. 18,000 0.5 1.0 Union Pacific Corp. 30,000 1.2 1.9 United Technologies Corp. 20,000 0.5 1.5 Weyerhaeuser Co. 15,000 0.5 0.7 Williams Co. Inc. 80,000 1.9 2.3 Xerox Corp. 46,000 1.0 3.4 --------- --------- Total Common Stocks 57.4 96.0 Northern Trust Company Collective Short Term Investment Fund 2.1 2.1 --------- --------- Total Equity Fund $ 59.5 $ 98.1 ======= ======= Bond Fund Barclays U.S. Debt K Fund 998,044 $ 11.9 $ 13.0 ======= ======= Money Market Fund Northern Trust Company Collective Short Term Investment Fund 57,888,336 $ 57.9 $ 57.9 ======= =======
S-2 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1997 ($ Millions)
Shares/Par Investment Value Cost Fair Value ---------- ----- ---- ---------- Barclay's International Equity Fund BZW Barclay's EAFE Index K 169,029 $ 2.2 $ 2.1 ======= ======= Barclay's Large Cap. Equity Fund Barclay's Equity Index H Fund 186,456 $ 4.5 $ 4.9 ======= ======= Vanguard Small -Mid Cap Equity Fund Vanguard Index Trust Extended Market Portfolio 302,758 $ 9.1 $ 9.3 ======= ======= Loan Fund Loans to participants (at prevailing interest rates) $ 18.5 $ 18.5 ====== ======
- -------------- *Party-in-interest S-3 EMPLOYEES' SAVINGS PLAN OF PANENERGY CORP AND PARTICIPATING AFFILIATES ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS December 31, 1997 ($ Millions)
Number of Historical Revalued Realized Investment Transactions Price/Proceeds Cost Cost Gain ---------- ------------ -------------- ---- ---- ---- Purchases: Northern Trust Company Collective Short Term Investment Fund 477 $ 199.3 $ - $ - $ - Common Stock of PanEnergy Corp* 16 21.2 - - - Common Stock of Duke Energy Corp* 17 26.1 - - - Sales: Northern Trust Company Collective Short Term Investment Fund 475 $ 191.6 $ 191.6 $ - $ - Common Stock of PanEnergy Corp* 31 24.6 12.9 24.1 0.5 Common Stock of Duke Energy Corp* 44 50.1 23.8 43.0 7.1
"Reportable transactions" represent a single or series of related transactions that exceeded 5% of the fair market value of Plan assets at the beginning of the year. - -------------- * Party-in-interest S-4 -----END PRIVACY-ENHANCED MESSAGE-----