SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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):
December 16, 1999
DUKE CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-23977 51-0282142
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
526 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
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ITEM 5. OTHER EVENTS.
Duke Energy Corporation, a North Carolina corporation ("Duke"), Duke
Energy Field Services L.L.C., a Delaware limited liability company ("Field
Services") and Phillips Petroleum Company, a Delaware corporation ("Phillips"),
entered into a Contribution Agreement , dated as of December 16, 1999 (the
"Contribution Agreement"), pursuant to which Duke and Phillips will combine
certain of their continental United States and Canadian midstream natural gas
gathering, processing and marketing operations in Field Services. Duke is the
parent of Duke Capital Corporation (the "registrant"), and Field Services is an
indirect, wholly owned subsidiary of the registrant. Duke and Phillips, directly
or through indirect wholly owned subsidiaries, will initially own 69.7% and
30.3%, respectively, of the voting and economic interests of Field Services.
The foregoing summary of the Contribution Agreement and the
transactions contemplated thereby is qualified in its entirety by reference to
the Contribution Agreement which is Exhibit 2.1 to this Form 8-K and is
incorporated herein by reference.
In connection with the Contribution Agreement, Duke, Field Services and
Phillips simultaneously entered into a Governance Agreement, dated as of
December 16, 1999 (the "Governance Agreement"), which sets forth certain terms
and conditions governing Field Services.
The foregoing summary of the Governance Agreement and the transactions
contemplated thereby is qualified in its entirety by reference to the Governance
Agreement which is Exhibit 2.2 to this Form 8-K and is incorporated herein by
reference.
The press release issued by Duke and Phillips in connection with the
execution of the Contribution Agreement and the Governance Agreement is Exhibit
99.1 to this Form 8-K and is incorporated herein by reference.
Duke and Phillips held an investor and analyst meeting on December 17,
1999 relating to the execution of the Contribution Agreement and the Governance
Agreement. Certain presentation materials used at the meeting are Exhibit 99.2
to this Form 8-K and are hereby incorporated herein by reference.
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ITEM 7. EXHIBITS.
Note: The exhibits listed below are incorporated by reference to other filings.
Refer to attached Exhibit Index for details.
EXHIBIT NUMBER DESCRIPTION
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2.1 Contribution Agreement, dated as of December 16, 1999, by and
among Duke Energy Corporation, Duke Energy Field Services, L.L.C.
and Phillips Petroleum Company.
2.2 Governance Agreement, dated as of December 16, 1999, by and among
Duke Energy Corporation, Duke Energy Field Services, L.L.C. and
Phillips Petroleum Company.
99.1 Press Release, dated December 16, 1999.
99.2 Presentation Materials used at an investor and analyst meeting on
December 17, 1999.
FORWARD-LOOKING STATEMENTS
This Form 8-K and the exhibits hereto include 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 the registrant believes that its
expectations are based on reasonable assumptions, it can give no assurance that
its goals will be achieved. Important factors that could cause actual results to
differ materially from those in the forward-looking statements herein include
regulatory developments, the timing and extent of changes in commodity prices
for oil, gas, coal, electricity and interest rates, the extent of success in
connecting natural gas supplies to gathering and processing systems and in
connecting and expanding gas and electric markets, the performance of electric
generation, pipeline and gas processing facilities, the timing and success of
efforts to develop domestic and international power, pipeline, gathering,
processing and other infrastructure projects and conditions of the capital
markets and equity markets during the periods covered by the forward-looking
statements.
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SIGNATURE
Pursuant to the requirements of the Securities 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
By:
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Richard J. Osborne
Vice President and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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2.1 Contribution Agreement, dated as of December 16, 1999, by and
among Duke Energy Corporation, Duke Energy Field Services,
L.L.C. and Phillips Petroleum Company. (Incorporated by
reference to Exhibit 99.1 of Form 8-K of Phillips Petroleum
Company filed December 22, 1999.)
2.2 Governance Agreement, dated as of December 16, 1999, by and
among Duke Energy Corporation, Duke Energy Field Services,
L.L.C. and Phillips Petroleum Company. (Incorporated by
reference to Exhibit 99.2 of Form 8-K of Phillips Petroleum
Company filed December 22, 1999.)
99.1 Press Release, dated December 16, 1999. (Incorporated by
reference to Exhibit 99.1 of Form 8-K of Duke Energy
Corporation filed December 30, 1999.)
99.2 Presentation Materials used at an investor and analyst
meeting on December 17, 1999. (Incorporated by reference to
Exhibit 99.2 of Form 8-K of Duke Energy Corporation filed
December 30, 1999.)
