<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUKE ENERGY CAPITAL TRUST II
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52-6883048
- -------------------------------------------------------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
526 South Church Street, Charlotte, North Carolina 28202
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be so registered
- -------------------------------------------------------------------------------
7.20% Trust Preferred Securities
(liquidation amount $25 per New York Stock Exchange
Preferred Security)
Securities to be registered pursuant to Section 12(g) of the Act:
-None-
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 7.20% Trust Preferred
Securities (liquidation amount $25 per Preferred Security) (the "Preferred
Securities") of Duke Energy Capital Trust II, a Delaware business trust ("Duke
Energy Capital"). A description of the Preferred Securities is contained in the
Registration Statement on Form S-3 of Duke Energy Corporation and Duke Energy
Capital, Registration Nos. 333-79065 and 333-79065-01, filed pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). Such description is
incorporated herein by this reference. A description of the Preferred Securities
will also be included in a definitive prospectus supplement subsequently filed
by Duke Energy Corporation and Duke Energy Capital pursuant to Rule 424(b) under
the Securities Act. Such prospectus supplement shall be deemed to be
incorporated by reference herein.
Item 2. Exhibits.
Exhibit Number
- --------------
1 -- Registration Statement on Form S-3 filed by Duke Energy Corporation
and Duke Energy Capital (Registration Nos. 333-79065 and 333-79065-01
(the "Registration Statement") (incorporated herein by reference).
4(a) -- Certificate of Trust of Duke Energy Capital (designated in the
Registration Statement as Exhibit 4.3-A and incorporated herein by
reference).
4(b) -- Form of Amended and Restated Trust Agreement of Duke Energy Capital
(designated in the Registration Statement as Exhibit 4.5 and
incorporated herein by reference).
4(c) -- Subordinated Indenture between Duke Energy Corporation and The Chase
Manhattan Bank, as trustee, dated as of December 1, 1997 (designated in
the Registration Statement as Exhibit 4.1 and incorporated herein by
reference).
4(d) -- Form of Supplemental Indenture to Subordinated Indenture between Duke
Energy Corporation and The Chase Manhattan Bank, as trustee (designated
in the Registration Statement as Exhibit 4.2 and incorporated herein by
reference).
4(e) -- Form of Guarantee Agreement of Duke Energy Corporation with respect to
the Preferred Securities (designated in the Registration Statement as
Exhibit 4.8 and incorporated herein by reference).
<PAGE>
Exhibits heretofore filed with the Securities and Exchange Commission
and designated as set forth above are hereby incorporated herein by reference
and made a part hereof with the same effect as if filed herewith.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 9, 1999 DUKE ENERGY CAPITAL TRUST II
By: DUKE ENERGY CORPORATION,
as Depositor
By: /s/ Robert T. Lucas III
---------------------------------
Robert T. Lucas III
Assistant Secretary
2
