DUKE POWER CO /NC/
SC 13G/A, 1994-02-14
ELECTRIC SERVICES
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<PAGE>   1

                
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                      
                                 SCHEDULE 13G
                                      
                  Under the Securities Exchange Act of 1934
                           (Amendment No.  3   )*
                                      
                              DUKE POWER COMPANY
                 -------------------------------------------
                               (Name of Issuer)
                                      
                       Common Stock, without par value
                 -------------------------------------------
                        (Title of Class of Securities)
                                      
                                 264399 10 6
                          -------------------------
                                (CUSIP Number)
                                      

         Check the following box if a fee is being paid with this statement
         / /.  (A fee is not required only if the filing person: (1) has a
         previous statement on file reporting beneficial ownership of more than
         five percent of the class of securities described in Item 1; and (2)
         has filed no amendment subsequent thereto reporting beneficial
         ownership of five percent or less of such class.) (See Rule 13d-7).

         *The remainder of this cover page shall be filled out for a reporting
         person's initial filing on this form with respect to the subject class
         of securities, and for any subsequent amendment containing information
         which would alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the
         Securities Exchange Act of 1934 ("Act") or otherwise subject to the
         liabilities of that section of the Act but shall be subject to all
         other provisions of the Act (however, see the Notes).



<PAGE>   2
<TABLE>
<CAPTION>
                                                                                 
<S>                                                                                   <C>
    1      NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                      The Duke Endowment               
                      I.R.S. Employer Identification No. 56 0529965

    2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                         
                                                                                      (a) /  /
                                                                                      (b) /  /
                                                                                     
    3      SEC USE ONLY                                                                      




    4      CITIZENSHIP OR PLACE OF ORGANIZATION

                   The Duke Endowment is an inter vivos common law                         
                   trust created for charitable purposes in New Jersey.

                      5     SOLE VOTING POWER

                                      26,070,200 shares (1)
     NUMBER OF
      SHARES
   BENEFICIALLY       6     SHARED VOTING POWER
     OWNED BY
       EACH                           Not applicable
     REPORTING
      PERSON          7     SOLE DISPOSITIVE POWER
       WITH
                                      26,070,200 shares (1)

                      8     SHARED DISPOSITIVE POWER

                                      Not applicable


    9      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                      26,070,200 shares (1) (2)

    10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                      Not applicable


    11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      12.7%  (3)


    12     TYPE OF REPORTING PERSON*

                                    Endowment fund
                                         EP
</TABLE>
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!
             

(1)  The number of shares of common stock of Duke Power Company has been 
     adjusted to reflect the two-for-one stock split of September 28, 1990. 
   

(2)  In addition, the reporting person believes that it became entitled to
     beneficial ownership of an additional 2,604,264 shares of common stock 
     of Duke Power Company on October 28, 1993, the date of death of the life
     beneficiary of an inter vivos trust of which the reporting person is 
     remainderman.  These shares have not yet been distributed from that 
     trust.

(3)  The percent of class represented by the aggregate amount of shares
     of common stock of Duke Power Company that is owned by the reporting
     person will be 14.0% if the 2,604,264 shares that are referenced in
     footnote (2) are included.


<PAGE>   3
                       

Item 1 (a).     Name of Issuer:

                    Duke Power Company            

Item 1 (b).     Address of Issuer's Principal 
                Executive Offices:

                    422 South Church Street
                    Charlotte, North Carolina 28242

Item 2 (a).     Name of Person Filing:

                    The Duke Endowment

Item 2 (b).     Address of Principal Business 
                Office:

                    100 North Tryon Street, Suite 3500
                    Charlotte, North Carolina 28202

Item 2 (c).     Citizenship:

                    The Duke Endowment is an inter vivos common law trust
                created for charitable purposes in New Jersey.

Item 2 (d).     Title of Class of Securities:

                    Common Stock, without par value

Item 2 (e).     CUSIP Number:

                    264399 10 6       




                        

<PAGE>   4


<TABLE>
<S>                     <C>
Item 3.                 The Person Filing Is An:
                       
                        (f)     Endowment Fund.

Item 4.                 Ownership:

                        (a) Amount Beneficially Owned:                 

                                  26,070,200 shares (1) (2)

                        (b) Percent of Class:              
                        
                                  12.7 %  (3)   

                        (c) Number of shares as to which such person has:

                            (i)   sole power to vote or to direct the vote:  

                                         26,070,200 shares  (1)

                           (ii)   shared power to vote or to direct the vote: 
                                         
                                         Not applicable

                          (iii)   sole power to dispose or to direct the disposition of:   
                                         
                                         26,070,200 shares  (1)

                           (iv)   shared power to dispose or to direct the disposition of:                     

                                         Not applicable


Item 5.                 Ownership of Five Percent or Less of a Class.

                             Not applicable.

Item 6.                 Ownership or More than Five Percent on Behalf of
                        Another Person.

                             Not applicable

                        
</TABLE>

        (1)     The number of shares of common stock of Duke Power Company has
                been adjusted to reflect the two-for-one stock split of 
                September 28, 1990.

        (2)     In addition, the reporting person believes that it became 
                entitled to beneficial ownership of an additional
                2,604,264  shares of common stock of Duke Power Company on
                October 28, 1993, the  date of death of the life beneficiary of
                an inter vivos trust  of which the reporting person is
                remainderman.  These shares  have not yet been distributed from
                that trust.
         
        (3)     The percent of class represented by the aggregate amount of
                shares of common stock of  Duke Power Company that is owned by 
                the  reporting person will be 14.0% if the 2,604,264 shares 
                that  are referenced in footnote (2) are included.
<PAGE>   5



Item 7.     Identification and Classification of the Subsidiary
            Which Acquired the Security Being Reported on By the Parent 
            Holding Company.
                
                    Not applicable
          
Item 8.     Identification and Classification of Members of the Group.   
          
                    Not applicable
          
Item 9.     Notice of Dissolution of Group.
          
                    Not applicable
          
Item 10.    Certification.
          
                          By signing below, I certify that, to the best
            of my knowledge and belief, the securities referred to above
            were acquired in the ordinary course of business and were not
            acquired for the purpose of and do not have the effect of
            changing or influencing the control of the issuer of such
            securities and were not acquired in connection with or as a
            participant in any transaction having such purposes or effect.
          
          
          
Signature.

                        After reasonable inquiry and to the best of my
                  knowledge and belief, I certify that the information set
                  forth in this statement is true, complete and correct.


                                           Date     February 14, 1994       
                                                    -----------------       
                                                                          
                                           Signature /s/ Janice C. Walker      
                                                     --------------------      
                                                                          
                                           Name/Title  Janice C. Walker   
                                                       Treasurer          


                                                               




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