SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
DUKE POWER COMPANY
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends its Annual Report for the fiscal
year ended December 31, 1993, on Form 10-K as filed with the Securities
and Exchange Commission on March 31, 1994, as follows:
By including as an Exhibit thereto the registrant's Annual Report on
Form 11-K with respect to the Stock Purchase-Savings Program for Employees
and the Employees' Stock Ownership Plan of Duke Power Company for the
fiscal years ended October 31, 1993 and December 31, 1993, respectively.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused
this amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
DUKE POWER COMPANY
By Ellen T. Ruff
Ellen T. Ruff
Date: April 27, 1994 Secretary
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended October 31, 1993
of
DUKE POWER COMPANY STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
and
For the Year Ended December 31, 1993
of
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
Issuer of Securities held pursuant to the Program and Plan is
DUKE POWER COMPANY, 422 South Church Street,
Charlotte, North Carolina 28242-0001
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
Statement of Participants' Investment as of October 31, 1993 and 1992,
Statement of Changes in Participants' Investment for the fiscal years ended
October 31, 1993, 1992 and 1991, Supplemental Schedules and Independent
Auditors' Report
TABLE OF CONTENTS
Page
Independent Auditors' Report 2
Financial Statements
Statement of Participants' Investment as of October 31, 1993 and 1992 3
Statement of Changes in Participants' Investment for the fiscal years
ended October 31, 1993, 1992 and 1991 4
Notes to Financial Statements 5-10
Supplemental Schedules 11-15
NOTE: Schedules I, II and III are omitted because of
the absence of conditions under which
they are required, or because the required information
is included in the financial statements or notes thereto.
INDEPENDENT AUDITORS' REPORT
Duke Power Company Stock Purchase-Savings Program for Employees:
We have audited the accompanying Statement of
Participants' Investment of the Duke Power Company Stock
Purchase-Savings Program for Employees (the Program) as of
October 31, 1993 and 1992, and the related Statement of
Changes in Participants' Investment for each of the three
years in the period ended October 31, 1993. These financial
statements are the responsibility of the Program's management.
Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in
all material respects, the participants' investment in
the Program at October 31, 1993 and 1992 and the changes in
participants' investment for each of the three years in
the period ended October 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements of the Program taken
as a whole. The supplemental information of investment in
securities, participants' investment by fund and changes in
participants' investment by fund is presented for the
purpose of additional analysis of the basic financial
statements rather than to present information regarding net
assets available for benefits and changes in net assets
available for benefits of the individual funds, and is not a
required part of the basic financial statements. This
supplemental information is the responsibility of the Program's
management. Such supplemental information by fund has
been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion,
is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a
whole.
Deloitte & Touche
Deloitte & Touche
Charlotte, North Carolina
April 22, 1994
PAGES 3-4
STATEMENT OF PARTICIPANTS' INVESTMENT AND
STATEMENT OF CHANGES IN PARTICIPANTS' INVESTEMENT
FILED UNDER FORM SE.
3
DUKE POWER COMPANY
STOCK PURCHASE-SAVINGS PROGRAM FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PROGRAM
Purpose and Participation
The purpose of the Duke Power Company Stock Purchase - Savings Program for
Employees (the "Program") is to
provide an opportunity for eligible employees of Duke Power Company (the
"Company") and its affiliates,
Crescent Resources, Inc., Nantahala Power & Light Company, Duke Energy
Corp., and Duke Engineering &
Services, Inc., to enhance their long-range financial security through tax
deferred savings with the benefit
of contributions by the employer, and to acquire an interest in the Company
through ownership of its Common
Stock, thus enhancing the incentive for employees to contribute to the success
of the Company.
Contributions
A participant may make contributions to the Program by authorizing payroll
reductions from eligible earnings
as defined in the Program. In addition to matched contributions
("Deferrals"), a participant may authorize
additional payroll reductions without matching employer contributions
("Additional Deferrals"). The employer
contributes out of current or accumulated earnings an amount equal to 100% of
the amount of Deferrals in each
month. The Deferrals which a participant may elect range from 1.5 percent to 5
percent of eligible earnings,
depending upon years of employment. The Additional Deferrals which a
participant may elect are dependent
upon years of employment and the participant's level of compensation. Both
the Deferrals and Additional
Deferrals of some highly compensated participants may be limited by
various provisions of the Internal
Revenue Code. All employee Deferrals and Additional Deferrals are exempted
from federal and state income tax
withholdings. However, both are subject to payroll taxes.
Investments
Prior to April 1, 1993, participants could invest only in Duke Power Company
Common Stock ("Common Stock") or
in U.S. Savings Bonds. The employer matching contribution was always
invested in Common Stock. Beginning
on April 1, 1993, new investment options were offered to those participants
who did not have U.S. Savings
Bonds in their account. Participants who continue to hold U.S. Savings Bonds
are restricted to investing in
Common Stock and Savings Bonds; however, U.S. Savings Bonds were eliminated as
an investment option effective
on and after November 1, 1993. On and after April 1, 1993, the employer
matching contribution will continue
to be invested in the Duke Power Company Common Stock. Program
participants may invest, subject to
limitations discussed below, the money in their account in any or all of the
funds offered in the Program.
Each participant buys "units" of a fund based on its market price. The value
of an account is updated daily.
Initially, the total amount of the participants' accounts
5
were transferred to
the Duke Power Company Common
Stock Fund. Between April 1, 1993, and March 31, 1994, participants could
transfer up to 10 percent per
month of their investment in the Duke Power Company Common Stock Fund,
excluding unmatured employer matching
contributions, to any of the other funds. After April 1, 1994, the 10
percent limit no longer applies.
Throughout the plan year, the following mutual funds were offered for
investment:
<TABLE>
<S> <C>
. American Funds New Perspective - Objective is long-
term capital growth through
worldwide investments.
. Dreyfus General Money Market Fund, Inc. - Diversified, open-ended mutual
fund that seeks to provide as
high a level of current income
as is consistent with the
preservation of capital and
maintenance of liquidity.
. Dreyfus Peoples Index Fund, Inc. - Objective is to provide investment results that
correspond to the price and yield performance of
publicly traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite
Stock Price Index.
. Duke Power Common Stock Fund - Consists solely of Duke Power Company Common Stock
and a small percentage of uninvested cash that may
be used to cover loans, transfers, and
distributions.
. Kemper U.S. Government Securities Fund - Offers high current income, liquidity and security of
principal.
. Twentieth Century Balanced Investors Fund -Objective is capital growth and current income.
</TABLE>
The Company reserves the right to change the investment funds offered from
time to time as conditions merit.
Units in any fund that is deleted would be liquidated and transferred to
another fund of the employees'
choice. The selection from available investment funds is the sole
responsibility of each participant.
Prior to Program Year 1992, an additional employer contribution was made to
the Program for the account of
any employee who choose to forego all or any part of earned vacation in excess
of two weeks per year. Only
full weeks of vacation could be converted under this option. The
contribution equal to the value of the
foregone vacation time was invested in Duke Power Company Common Stock and
could not be forfeited. It was
otherwise subject to the general provisions of the Program. This benefit
for foregone vacation time was
eliminated from the Program Plan Year 1992 and beyond.
Prior to January 1, 1992, the employer contributed an additional
amount to employees if certain
6
annually-determined performance goals set by the Company's Board of Directors
were met as of the end of the
calendar year. This amount was based on a percentage of the higher of
(1) each employee's regular
contributions for the plan year ended the previous October 31 or (2) 1
percent of the employee's eligible
earnings (as defined by the Program) during the plan year. An additional
percentage was added with respect
to a goal or goals that were based on increased profitability. For Duke Power
Company employees, the total
percentage of Incentive Benefits to Participants' contributions could not
exceed 60 percent for any goal
year. Prior to the 1991 incentive goals year, all subsidiaries participated
with the exception of Nantahala
Power & Light Company. For the 1991 incentive goals year, the employees were
required to work for Duke Power
Company sometime within the 1991 year to be able to receive this benefit.
This benefit has been eliminated
from the Program for Duke Power Company and its subsidiaries, effective on and
after January 1, 1992.
Participants' Accounts
Monthly, the participants' deductions and employer contributions for common
stock are applied to the purchase
of shares. Shares may be issued directly by the Company or obtained by open
market purchase. The shares are
allocated to the individual accounts of the participants in proportion to the
amounts of their deductions and
related employer contributions. Dividends on common stock are applied in the
same manner, and the purchased
shares are allocated to individual accounts in proportion to the shares on which
the dividends are paid.
The number of participant accounts in the Program for the class years ended
October 31, 1993, 1992 and 1991
were 19,097, 19,711 and 20,050 respectively.
Vesting and Distribution
Prior to April 1, 1993, only the employer contributions on behalf of any
employee with at least five years of
service were vested and were not subject to forfeiture. As of April 1, 1993,
all Company contributions are
100% vested for all participants. The participants' Deferrals and
Additional Deferrals, and employer
contributions during the program year are paid into a class formed for that
year. At the end of the program
year the class is closed, and no further payments for that class are made.
The participants' deductions and
employer contributions and earnings thereon (excluding the 401(k) plan),
including vacation pay contributions
and performance goals contributions, may be distributed to the participants
upon maturity of each class year
or may be retained in the Program.
As of April 1, 1993, automatic distributions of maturing program year funds
were discontinued. Instead,
program participants were able to withdraw matured funds at any time. A
cash payout option has also been
added to the program, permitting participants to take withdrawals in either
Duke Power Company Common Stock
or cash.
Early withdrawals of a participants' payroll deductions are permitted
(excluding the 401(k) plan, except
under certain circumstances). The Internal Revenue Code imposes a 10 percent
additional Federal tax on the
taxable portion of the distribution unless the employee has reached age
59-1/2, has separated from service after
attaining the age 55, or in the event of disability, death or if rolled into an
Individual Retirement Account
(IRA).
7
Also, under the 401(k) plan, employees may borrow, with some limitations,
from their account. The loan
interest rate is based on the rate charged by the Trustee (See Note 5) on
similar commercial loans and the
normal repayment period can be up to 60 months (See Note 6).
The liability for distributions to matured classes is estimated at the
Program's year end based on the
October 31st market price of Duke Power Company's Common Stock.
Rights Upon Termination
The Company expects and intends to continue the Program indefinitely, but
has reserved the right to amend,
suspend or terminate the Program at any time. In the event of termination of
the Program, the net assets of
the Program would be distributed to the participants based on the balances
in their individual accounts at
the date of termination.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting.
Administrative Costs
The Company pays all administrative costs relating to the Program.
3. APPRECIATION IN MARKET VALUE OF INVESTMENTS
The total cost, market value and net change in unrealized appreciation in
market value of Duke Power Company
common stock at October 31, 1993, 1992 and 1991 are summarized as follows
(dollars in thousands) :
<TABLE>
EXCESS OF MARKET
MARKET OVER COST
VALUE COST
<S> <C> <C> <C>
October 31, 1993 $690,189 $397,336 $292,853
October 31, 1992 $565,973 $385,952 $180,021
Net change in unrealized appreciation in market value of
common stock for year ended October 31, 1993
$112,832
8
EXCESS OF MARKET
MARKET OVER COST
VALUE COST
October 31, 1992 $565,973 $385,952 $180,021
October 31, 1991 $493,228 $354,061 $139,167
Net change in unrealized appreciation in market value of
common stock for year ended October 31, 1992
$ 40,854
October 31, 1991 $493,228 $354,061 $139,167
October 31, 1990 $467,112 $309,985 $157,126
Net change in unrealized appreciation in market value of
common stock for year ended October 31, 1991
$(17,959)
</TABLE>
The total cost, market value and net change in unrealized appreciation in
market value
of the other funds at October 31, 1993 are summarized as follows:
<TABLE>
EXCESS OF MARKET
MARKET OVER COST
VALUE COST
<S> <C> <C> <C>
Dreyfus General Money Market Fund, Inc. $ 5,634 $ 5,634 $ 0
Kemper U.S. Government Securities Fund $ 1,020 $ 1,026 $ (6)
Dreyfus People Index Fund, Inc. $ 2,079 $ 1,989 $ 90
Twentieth Century Balanced Investors Fund $ 2,110 $ 2,022 $ 88
American Funds New Perspective $ 5,489 $ 4,962 $ 527
U.S. Savings Bonds $ 2,584 $ 2,069 $ 515
9
4. TAX CONSEQUENCES OF THE PROGRAM
The trust which forms a part of the Program is exempt from federal income tax
under the provision of Section
501(a) of the Internal Revenue Code.
Program participants are not taxed on either the income earned or employer
contributions until such time as
distributions are made. Also, under the 401(k) plan, employees' deductions
from their pay are based on
pre-tax earnings. Therefore, the employees' current taxable income, and
thus current income taxes, are
reduced.
As a result of the Tax Reform Act of 1986, the Internal Revenue Service on
January 1, 1987, began imposing a
10 percent additional tax on the taxable portion of a withdrawal or
distribution from the Stock
Purchase-Savings Program. This tax is in addition to regular income tax.
Distributions after age 59-1/2 or
upon separation from service after attaining the age 55, disability or
death are not subject to the
additional tax. Also exempt are qualifying distributions that are rolled
over to an Individual Retirement
Account plan. Previously, the rollovers were allowed only for certain
distributions (e.g. termination of
employment). Beginning January 1, 1993, a change in the Internal Revenue Code
allows any distribution to be
rolled over to a qualified IRA.
Also, effective January 1, 1993, the Code requires in some cases that 20%
of the taxable portion of any
distribution other than a distribution of Duke Power Company common stock be
withheld for Federal income tax.
Withholding is not required when the Trustee for the Program transfers the
distribution directly to an
individual retirement account sponsored by the participant.
5. THE TRUSTEE
All Program assets are held by the Trustee, Wachovia Bank of North
Carolina, N.A., Winston-Salem, North
Carolina.
6. EMPLOYEE LOANS
Effective November 1, 1992, the Program was amended to enable a participant
to borrow up to 100 percent of
his/her vested account balance. Prior to that date, a participant could
borrow only 50 percent of his/her
vested account balance.
7. ACCOUNTING FOR EMPLOYEE LOANS
For plan year ending October 31, 1993, a change in the accounting method used
to report employee loans took
place. The effect of this change was to incease participants' investment by
$17,542,988.
10
PAGES 11-15.
SUPPLEMENTAL SCHEDULES FILED UNDER FORM SE.
DUKE POWER COMPANY
EMPLOYEES' STOCK OWNERSHIP PLAN
Statements of Net Assets Available for Plan
Distributions as of December 31, 1993 and 1992,
Statements of Changes in Net Assets Available for Plan
Distributions for the Years Ended December 31, 1993,
1992 and 1991, and Independent Auditors' Report
TABLE OF CONTENTS Page
Independent Auditors' Report 2
Financial Statements
Statements of Net Assets Available for Plan 3
Distributions as of December 31, 1993 and 1992
Statements of Changes in Net Assets Available for 4
Plan Distributions for the Years Ended December
31, 1993, 1992 and 1991
Notes to Financial Statements 5-7
NOTE: Schedules I, II and III are omitted because of the
absence of conditions under which they are
required, or because the required information is
included in the financial statements or notes
thereto.
INDEPENDENT AUDITORS' REPORT
Duke Power Company Employees' Stock Ownership Plan:
We have audited the accompanying Statements of Net Assets
Available for Plan Distributions of Duke Power Company Employees'
Stock Ownership Plan (the Plan) as of December 31, 1993 and 1992,
and the related Statements of Changes in Net Assets Available for
Plan Distributions for each of the three years in the period
ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Plan at December
31, 1993 and 1992 and the changes in its net assets available for
plan distributions for each of the three years in the period
ended December 31, 1993 in conformity with generally accepted
accounting principles.
Deloitte & Touche
Charlotte, North Carolina
April 22, 1994
2
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
AS OF DECEMBER 31, 1993 AND 1992
(DOLLARS IN THOUSANDS)
NOTES 1993 1992
INVESTMENTS IN DUKE POWER COMPANY
COMMON STOCK - At quoted market
value (1993 - 1,343,861 shares;
1992 - 1,433,166 shares) 3 $56,946 $ 51,773
LESS LIABILITY FOR: 1
Distributions payable to
matured class participants 3,003 2,383
Distributions payable to
terminated participants 44 520
Total $ 3,047 $ 2,903
NET ASSETS AVAILABLE FOR PLAN
DISTRIBUTIONS $53,899 $ 48,870
See notes to financial statements.
3
DUKE POWER COMPANY EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN DISTRIBUTIONS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS)
NOTES 1993 1992 1991
INCREASES/(DECREASES)
Dividends and interest $2,470 $2,517 $2,924
Net change in unrealized
appreciation in market value
of Duke Power Company common
stock 3 5,556 (5,130) 5,074
Distributions and realized
gain related to distributions
of appreciated securities: 1
Matured class
participants (1,865) 1,628 (6,739)
Terminated participants (669) (12) (3,297)
Participants electing
distribution of dividends (463) (522) (775)
NET INCREASE(DECREASE) 5,029 (1,519) (2,813)
BALANCE, BEGINNING OF YEAR 48,870 50,389 53,202
BALANCE, END OF YEAR $53,899 $ 48,870 $ 50,389
See notes to financial
statements.
4
DUKE POWER COMPANY
EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
Purpose and Participation - Duke Power Company and its
affiliates, Crescent Resources, Inc. and Duke Engineering and
Services, Inc., (collectively referred to as the "Employing
Company"), have adopted an Employee Stock Ownership Plan (the
Plan) for their employees. The Plan is a stock bonus plan
designed to promote investment by employees in Duke Power
Company. Employees are eligible to participate if they (1) have
attained the age of eighteen on the first day of the Plan year,
(2) have been employees for the three immediately preceding
calendar months, and (3) are not members of a unit of employees
covered by a collective bargaining agreement which provides for
retirement benefits not available to employees generally. The
plan year consists of a calendar 12 months.
The Plan was amended in December 1987 to allow participants to
elect to receive, in cash, dividends paid on shares held in their
accounts.
Contributions - Employing Company contributions to the Plan were
based on payroll-tax credits as provided by the "Economic
Recovery Tax Act of 1981." Contributions to the Plan were made
in amounts equal to one-half of one percent of the annual
compensation of all employees under the Plan as prescribed by the
law. Beginning in 1987, the tax credit was repealed due to the
Tax Reform Act of 1986. The Company has not made a contribution
to the Plan since 1987 and does not anticipate making any further
contributions to the Plan at this time.
Participants' Accounts - Separate accounts by plan year are
maintained for each participant to accumulate any annual
allocations and dividends earned thereon.
At December 31, 1993 there were 15,285 participant accounts in
the Plan, including 830 accounts of persons terminated from
employment who were eligible to receive their vested benefits.
Vesting and Distributions - The Plan provides for immediate
vesting. Distributions for a plan year are available at the end
of the seventh plan year after contributions are made. As of
February 1994, all contributions have been held in the Plan for
at least seven years and are available for distribution to the
participants. Participants may choose to postpone distributions
until requested (up to age 70 1/2). Plan account balances may be
distributed upon retirement or termination, or funds may be left
in the Plan until requested (up to age 70 1/2).
5
The liability for distributions payable to a matured class and
terminated participants is estimated at year end based on the
year end market price of Duke Power Company's common stock.
Differences between estimated distribution and actual
distribution amounts are reflected in the subsequent year's
"distributions and realized gain related to distribution of
appreciated securities."
Right Upon Termination - The Employing Company has reserved the
right to amend or terminate the Plan, at any time, by resolution
of the Board of Directors of Duke Power Company and the Trustee.
If the Plan were terminated, all assets of the Plan would be
distributed to the individual participants based upon the
balances in their individual accounts at date of termination.
2. BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual
basis of accounting.
3. INVESTMENTS IN DUKE POWER COMPANY COMMON STOCK
The net change in unrealized appreciation in market value of
investments for the years ended December 31, 1993, 1992 and 1991
is as follows (dollars in thousands):
Net
Market Unrealized
Value Cost Appreciation
1993:
December 31, 1993 $ 56,946 $ 24,921 $ 32,025
December 31, 1992 51,773 25,304 26,469
Net change $ 5,173 $ (383) $ 5,556
Net
Market Unrealized
Value Cost Appreciation
1992:
December 31, 1992 $ 51,773 $ 25,304 $ 26,469
December 31, 1991 61,610 30,011 31,599
Net change $ (9,837) $ (4,707) $ (5,130)
6
Net
Market Unrealized
Value Cost Appreciation
1991:
December 31, 1991 $ 61,610 $ 30,011 $ 31,599
December 31, 1990 57,258 30,733 26,525
Net change $ 4,352 $ (722) $ 5,074
4. TAX CONSEQUENCES OF THE PLAN
The Plan, as amended, has been approved by the Internal Revenue
Service as a qualified employees' trust under Sections 401 and
409(a) of the Internal Revenue Code. The Plan is exempt from
income taxes under Section 501(a) of the Code.
Plan participants are not taxed on either the income earned or
Employing Company contributions until distributions are made.
Beginning January 1, 1990, the Internal Revenue Code imposed a 10
percent additional federal income tax on the taxable portion of
the Plan's distributions, unless the employee has reached age 59
1/2. The 10 percent additional tax does not apply to certain
distributions that are specifically exempted by the Code:
termination of employment after reaching age 55, disability or
death. Also exempt are qualifying distributions that are rolled
over to an Individual Retirement Account(IRA) plan. On or after
January 1, 1993, the Code requires, in some cases, that 20% of
the taxable portion of any distribution (other than a
distribution of Duke Power Company common stock) must be withheld
for Federal income tax. Withholding is not required where the
trustee for the program transfers the distribution directly to an
individual retirement arrangement sponsored by the participant.
5. THE TRUSTEE
In accordance with terms of a trust agreement, the Trustee,
Wachovia Bank of North Carolina, N.A., receives all
contributions, makes all purchases of Duke Power Company common
stock, holds all investments, and makes distributions to
participants.
7
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective
Amendment No. 11 to Registration Statement No. 2-72172 of Duke Power
Company on Form S-8 of our reports dated April 22, 1994, appearing in
this Annual Report on Form 11-K with respect to the Duke Power Company
Stock Purchase-Savings Program for Employees for the fiscal year ended
October 31, 1993 and the Duke Power Company Employees' Stock Ownership
Plan for the year ended December 31, 1993.
Deloitte & Touche
Deloitte & Touche
Charlotte, North Carolina
April 22, 1994
8
</TABLE>
