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): October 31, 1998
DUKE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-23977 51-0282142
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
422 South Church Street
Charlotte, North Carolina 28202-1904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-594-6200
Item 5. Other Events.
Duke Capital Corporation (the "registrant"), through its wholly owned
subsidiaries PanEnergy Corp ("PanEnergy") and Texas Eastern Corporation ("TEC"),
entered into a Stock Purchase Agreement between PanEnergy, TEC and CMS Energy
Corporation ("CMS Energy") dated October 31, 1998, pursuant to which the
registrant will sell Panhandle Eastern Pipe Line Company, Trunkline Gas Company
and the storage related to those systems, along with the Trunkline LNG Company
terminal, to CMS Energy for $2.2 billion, involving a cash payment of $1.9
billion and existing Panhandle debt of approximately $300 million. The sale is
contingent upon completion of due diligence and receipt of clearances under the
Hart-Scott-Rodino Act. Closing is anticipated in January 1999.
A copy of a press release by the registrant's parent, Duke Energy
Corporation, announcing the Stock Purchase Agreement is incorporated by
reference herein as Exhibit 2. The Stock Purchase Agreement is incorporated by
reference herein as Exhibit 10.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are incorporated by reference herein:
2. Press Release of Duke Energy Corporation dated November 2, 1998
(filed as Exhibit 2 to Form 8-K of Duke Energy Corporation, File
No. 1-4928, filed November 5, 1998).
10. Stock Purchase Agreement between PanEnergy Corp, Texas Eastern
Corporation and CMS Energy Corporation, dated as of October 31,
1998 (filed as Exhibit 10 to Form 8-K of Duke Energy Corporation,
File No. 1-4928, filed November 5, 1998).
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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 CAPITAL CORPORATION
(registrant)
By: ________________________
Richard J. Osborne
Vice President
and Chief Financial Officer
Dated: November 5, 1998
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Exhibit Index
Exhibit Description
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2 Press Release of Duke Energy Corporation dated
November 2, 1998 (filed as Exhibit 2 to Form 8-K of Duke
Energy Corporation, File No. 1-4928, filed November 5,
1998).
10 Stock Purchase Agreement between PanEnergy Corp, Texas
Eastern Corporation and CMS Energy Corporation, dated as
of October 31, 1998 (filed as Exhibit 10 to Form 8-K of
Duke Energy Corporation, File No. 1-4928, filed November
5, 1998).
