-----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, TVVwxYSHSB2hZGbVl3pC8+3JRJXlTgmavSER9LH8JZPEeGItX5pqdc53bLwycDec g9rTiN5SpOJKFaAUc7YDuA== 0001193125-06-049740.txt : 20060309 0001193125-06-049740.hdr.sgml : 20060309 20060309170256 ACCESSION NUMBER: 0001193125-06-049740 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060309 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060309 DATE AS OF CHANGE: 20060309 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: 06676736 BUSINESS ADDRESS: STREET 1: 526 SOUTH CHURCH STREET CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7045940887 MAIL ADDRESS: STREET 1: 526 S. CHURCH ST. CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: DUKE POWER CO /NC/ DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 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): March 9, 2006

 


DUKE ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 


 

North Carolina   1-4928   56-0205520

(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:

 

¨ 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))

 



ITEM 8.01. OTHER EVENTS

On March 9, 2006, Duke Energy Corporation (the “Company”) issued a press release announcing that it had commenced a consent solicitation to seek amendments to its First and Refunding Mortgage, dated December 1, 1927, as amended (the “Mortgage Indenture”) under which certain of the Company’s debt securities (the “Mortgage Bonds”) were issued. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits.

 

  99.1 Press Release, dated March 9, 2006, issued by Duke Energy Corporation, announcing the commencement of the consent solicitation.


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: March 9, 2006   By:  

/s/ Steven K. Young

  Name:   Steven K. Young
  Title:   Vice President and Controller


EXHIBIT INDEX

 

Exhibit  

Description

99.1   Press Release, dated March 9, 2006, issued by Duke Energy Corporation, announcing the commencement of the consent solicitation.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

March 9, 2006      DUKE ENERGY MEDIA CONTACT:    Pete Sheffield
     Phone:    980/373-4503
     24-Hour:    704/382-8333

Duke Energy Commences Consent Solicitation Related to

First and Refunding Mortgage Bonds

CHARLOTTE, N.C. – Duke Energy today announced that it has commenced a consent solicitation to seek amendments to the indenture governing Duke Energy’s first and refunding mortgage bonds.

The proposed amendments would amend certain covenants in the mortgage indenture to clarify Duke Energy’s ability to convert to a limited liability company, or other form of organization that provides for limited liability on behalf of its equity holders. Although Duke Energy intends to convert to a limited liability company as part of its restructuring as a holding company upon closing of its merger with Cinergy Corp., the merger is not conditioned on successful completion of the consent solicitation nor is the consent solicitation conditioned upon consummation of the merger.

Relevant terms and conditions of the solicitation are set forth in a consent solicitation statement and consent form to be distributed to all holders of record of the affected Duke Energy first and refunding mortgage bonds on March 8, 2006, which is the record date for the consent solicitation. The solicitation is being made with respect to the following bonds:

 

  $105,000, 3.75 percent First and Refunding Mortgage Bonds Series A due 2008 (CUSIP No. 264399EG7)

 

  $499,895,000, 3.75 percent First and Refunding Mortgage Bonds Series B due 2008 (CUSIP No. 264399EK8)

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  $200,000,000, 4.50 percent First and Refunding Mortgage Bonds due 2010 (CUSIP No. 264399EH5)

 

  $500,000,000, 5.30 percent First and Refunding Mortgage Bonds due 2015 (CUSIP No. 264399EM4)

 

  $40,000,000, First and Refunding Mortgage Bonds, York County Pollution Control Facilities Revenue Refunding Series due 2014

 

  $77,000,000, First and Refunding Mortgage Bonds, Medium-Term Notes Series due 2017

 

  $14,217,229, 8.95 percent First and Refunding Mortgage Bonds, City of Greensboro Series due 2027.

Duke Energy will pay $1.50 in cash for each $1,000 principal amount of mortgage bonds for which properly completed consents are received (and not revoked) on or prior to the expiration date for the consent solicitation. The consent payment will be made only if the requisite consents are received. The consent solicitation will expire at 5 p.m. ET, on March 17, 2006, unless extended by the company.

J.P. Morgan Securities Inc. will act as solicitation agent. The information and tabulation agent is Global Bondholder Services Corporation. Holders of mortgage bonds may contact J.P. Morgan Securities Inc. at 866/834-4666 with questions regarding the consent solicitation. For copies of the consent solicitation statement and consent form, noteholders should contact Global Bondholder Services Corporation at 866/924-2200.

Duke Energy is a diversified energy company with a portfolio of natural gas and electric businesses, both regulated and unregulated, and an affiliated real estate company. Duke Energy supplies, delivers and processes energy for customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: http://www.duke-energy.com.

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This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Duke Energy believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors could cause actual results to differ materially from those in the forward- looking statements herein are discussed in Duke Energy’s 2005 Form 10-K and other filings with the Securities and Exchange Commission.

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