-----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, N8bHB25bi0FXesyP5LqtQbSahvqIN0SuKDU6UhfQEJ9fMI9XvX0YE9OsGzoFdLgk zPAV1IfHXk80p21jgRdiLQ== 0000950168-97-001575.txt : 19970619 0000950168-97-001575.hdr.sgml : 19970619 ACCESSION NUMBER: 0000950168-97-001575 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970613 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970618 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04928 FILM NUMBER: 97625781 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 8-K 1 DUKE ENERGY CORPORATION 8-K 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 13, 1997 DUKE ENERGY CORPORATION (Exact name of registrant as specified in its charter) NORTH CAROLINA 1-4928 56-0205520 (State of other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 422 South Church Street Charlotte, North Carolina 28242-0001 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 704-594-0887 Item 5. Other Events. Duke Energy Corporation (formerly named Duke Power Company) (the "registrant") previously disclosed that the registrant and PanEnergy Corp ("PanEnergy") had entered into a definitive Agreement and Plan of Merger among the registrant, Duke Transaction Corporation and PanEnergy dated as of November 24, 1996, as amended and restated as of March 10, 1997, providing for the merger of Duke Transaction Corporation with and into PanEnergy, with PanEnergy being the surviving corporation and becoming a wholly-owned subsidiary of the registrant (the "Merger"). The Merger was consummated effective June 18, 1997. The registrant also announced on June 13, 1997, that it had agreed to purchase the interests of Louis Dreyfus Electric Power Inc. and Louis Dreyfus Energy Holdings Corp. in Duke/Louis Dreyfus, L.L.C. ("D/LD"), a power marketing venture of the registrant and the two Louis Dreyfus companies. The purchase was consummated on June 17, 1997. A copy of the registrant's press releases announcing the effectiveness of the Merger and the D/LD purchase are filed herewith as Exhibit 2(a) and Exhibit 2(b), respectively, and are incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibits are filed herewith: 2(a). Press Release of registrant dated June 18, 1997 2(b). Press Release of registrant dated June 13, 1997 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 (registrant) By: ________________________ Richard J. Osborne Executive Vice President and Chief Financial Officer Dated: June 18, 1997 Exhibit Index Exhibit Description - ------- ----------- 2(a) Press Release of registrant dated June 18, 1997 2(b) Press Release of registrant dated June 13, 1997 EX-2 2 EXHIBIT 2(A) Exhibit 2(a) June 18, 1997 CONTACT: Randy Wheeless Office: 704/382-8379 24-Hour: 704/594-0681 : John Barnett Office: 713-627-4072 DUKE POWER AND PANENERGY MERGER COMPLETED: LAUNCH OF DUKE ENERGY SIGNALS NEXT GENERATION OF ENERGY COMPANIES CHARLOTTE, N.C.--Duke Power Co. and Houston-based PanEnergy Corp today completed the merger announced less than seven months ago to create North America's leading energy company. The merged company, Duke Energy Corporation, will continue trading on the New York Stock Exchange tomorrow under the "DUK" stock symbol. Under the terms of the merger, each share of PanEnergy Corp stock will be converted to 1.0444 shares of Duke Energy stock. Shares of Duke Power stock will represent shares of Duke Energy, with no action required by shareholders. "Duke Energy is positioned to be the nation's premier energy company," said Richard B. Priory, Duke Energy chairman and chief executive officer. "The combination of the leading gas and electric companies will offer options and benefits to our current and future customers, and provide growth opportunities for our shareholders." By combining the forces of the two companies, Duke Energy will employ 22,000 worldwide, and have total assets of more than $20 billion. The 1996 revenues of the combined companies were more than $12 billion. Duke Energy will adopt Duke Power's present common stock dividend payment--currently $2.12 per share. "The union of a natural gas company and an electric company is merely a starting point for a new phase in the evolving energy industry," said Paul Anderson, Duke Energy president and chief operating officer. "The leaders of this new industry will differentiate themselves in terms of efficiency, flexibility and the ability to supply multiple forms of energy over a broad geographic area. Duke Energy will not only provide its customers with various forms of energy, it will offer a full spectrum of energy services." The merger was announced on Nov. 25, 1996. On Jan. 22, 1997, the Federal Trade Commission granted early termination of the waiting period prescribed under the Hart-Rodino Antitrust Improvements Act of 1976. On March 19, the merger was approved by the South Carolina Public Service Commission. On Apr. 21, it was approved by the North Carolina Utilities Commission. On May 28, it was approved by the Federal Energy Regulatory Commission. Duke Energy will be divided into four main business groups: 1) Duke Power, headquartered in Charlotte, one of the nation's leading electric utilities, will continue to serve the electric needs of more than 1.8 million customers in North Carolina and South Carolina. William A. Coley is group president of Duke Power. 2) The Energy Services Group, headquartered in Houston, will offer a complete range of energy products and services to both domestic and international customers. Energy Services will provide electric and natural gas trading and marketing, power plant construction, operation and investment; and engineering services consulting. James T. Hackett is group president of Energy Services. 3) The Energy Transmission Group, headquartered in Houston, will continue to access all major U.S. natural gas supply basins through its interconnected pipeline network which delivers 12 percent of the natural gas consumed in the U.S. to markets in the Midwest, Mid-Atlantic and Northeast states. Fred J. Fowler is group president of Energy Transmission. 4) The Diversified Operations Group, headquartered in Charlotte, will handle the non-energy related activities of Duke Energy--including the real estate company Crescent Resources Inc. and the telecommunications company DukeNet communications. Richard Ranson is senior vice president of Diversified Operations. Priory, Anderson, Hackett, Coley and Fowler will partly make up Duke Energy's Policy Committee--the company's chief strategic and policy-setting group. Also on the committee will be Richard J. Osborne, executive vice president and chief financial officer, and Ruth G. Shaw, executive vice president and chief administrative officer. Duke Energy Corporation (NYSE:DUK) is a global energy company with more than $20 billion in assets. Duke Energy companies provide electric service to approximately 2 million customers; operate pipelines that deliver 12 percent of the natural gas consumed in the United States; and are leading marketers of electricity, natural gas and natural gas liquids. Globally the companies develop, own and operate energy facilities and provide engineering, management, operating and environmental services. Contact Duke Energy on the World Wide Web at http://www.duke-energy.com. EX-2 3 EXHIBIT 2(B) Exhibit 2(b) News Release Duke Power Company P.O. Box 1009 Charlotte, NC 28201-1009 (Duke Power Logo) June 13, 1997 CONTACT: Randy Wheeless Office: 704/382-8379 24-Hour: 704/594-0681 DUKE POWER BUYS REMAINING INTEREST IN POWER MARKETING VENTURE CHARLOTTE, N.C. -- Duke Power Co. today announced that it has purchased from affiliates of Louis Dreyfus Corporation the remaining 50 percent interest in the two companies' power marketing joint venture, Duke/Louis Dreyfus. Under terms of the purchase, Duke Power will acquire the Louis Dreyfus interest in exchange for $247 million on Aug. 15, 1997. The purchase will be amortized on Duke's books over a 10-year period. Duke Power will retain continued access to the expertise and experience of the Duke/Louis Dreyfus organization. The venture is to be folded into Duke Energy Trading and Marketing--a new company that will combine the power marketing efforts of Duke/Louis Dreyfus and Houston-based PanEnergy Corp. Duke Energy Trading and Marketing will be based in Houston. (MORE) Duke Power and PanEnergy Corp announced a $7.7 billion merger on Nov. 25, 1996. The merger is expected to be completed on June 18, 1997, with stock in the new company, Duke Energy, slated to begin trading on the New York Stock Exchange on June 19. Announced in 1994, Duke/Louis Dreyfus was an exclusive agreement between Duke Power and Louis Dreyfus to participate jointly in power marketing activities, as well as to provide energy-related services to utilities, municipalities and other large energy users. After its formation, the partnership grew to be the second largest electric power marketing company in the nation. In 1996, Duke/Louis Dreyfus had electric power marketing sales in excess of $700 million. Duke Power is one of the largest electric utilities in the nation with 1996 revenues of more than $4.7 billion. For more information on Duke Power, visit the company's World Wide Web page at www.dukepower.com any time. -----END PRIVACY-ENHANCED MESSAGE-----