As filed with the Securities and Exchange Commission on September 16, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DUKE POWER COMPANY
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0205520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
422 SOUTH CHURCH STREET
CHARLOTTE, N.C. 28242-0001 (704)594-0887
(Address including zip code, and telephone number, including area code
of registrant's principal executive offices)
DUKE POWER COMPANY STOCK INCENTIVE PLAN
(Full title of the plan)
ELLEN T. RUFF
DUKE POWER COMPANY, PB05E
422 SOUTH CHURCH STREET
CHARLOTTE, NC 28242-0001 PHONE: (704)382-8127
(Name, address including zip code and
telephone number, including area code, of agent for service
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Proposed maximum
Title of Securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share* price* registration fee
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<S> <C> <C> <C> <C>
Common stock, without 2,000,000 shares $46.6875 $93,375,000 $32,199
par value
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</TABLE>
*Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock Exchange on September 11, 1996.
There also are registered hereunder such additional indeterminate
number of shares as may be issued as a result of the adjustment provisions of
the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 (the "Registration Statement")
is being filed by Duke Power Company (the "Company" or "Registrant") with
respect to the Duke Power Company Stock Incentive Plan (the "Plan"), referred to
on the cover of this Registration Statement. The document(s) containing the
information required in Part I of this Registration Statement will be sent or
given to each of the Company's employees who is selected to participate in the
Plan, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act"). Such document(s) are not being filed with the Commission but
constitute (together with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference:
(1) Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1995.
(2) Quarterly Reports on Form 10-Q of the Company for the quarters
ended March 31, 1996 and June 30, 1996.
(3) The description of the Common Stock, without par value (the "Common
Stock"), of the Company, which is contained in the Company's
Registration Statement on Form S-3, Registration No. 33-52479,
filed with the Commission on March 2, 1994, including any
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of the filing of
such documents.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal Matters
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Steve C. Griffith, Jr., Vice Chairman of
the Board and General Counsel of the Company.
As of August 31, 1996, Mr. Griffith beneficially owned 43,856 shares of
Common Stock, including 42,686 shares held under the Stock Purchase-Savings
Program for Employees and the Employees' Stock Ownership Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act and the By-Laws of the Company permit indemnification of the
Registrant's directors and officers in a variety of circumstances, which may
include liabilities under the 1933 Act. In addition, the Registrant has
purchased insurance permitted by the law of North Carolina on behalf of
directors, officers, employees or agents which may cover liabilities under the
1933 Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4(A) Duke Power Company Stock Incentive Plan (Incorporated by reference to Appendix A to
the Definitive Proxy Statement for the Registrant's 1996 Annual Meeting of
Shareholders, filed with the Commission on March 18, 1996).
4(B) Restated Articles of Incorporation of Registrant, dated as of October 6, 1993 (filed
with Form S-3, File No. 33-50617, effective October 20, 1993, as Exhibit 4(A)).
4(C) By-Laws of Registrant, as amended (filed with Form 10-K for the year ended
December 31, 1995, File No. 1-4928, as Exhibit 3-C).
5 Opinion of Steve C. Griffith, Jr., Esq.
23(A) Independent Auditors' Consent
23(B) Consent of Steve C. Griffith, Jr., Esq. (included in Exhibit 5)
24(A) Copy of power of attorney authorizing Ellen T. Ruff and others to sign the
registration statement on behalf of the Registrant and certain of its
directors and officers
24(B) Certified copy of resolution of the Board of Directors of the Registrant authorizing
power of attorney
<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the
<PAGE>
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHARLOTTE AND STATE OF NORTH CAROLINA,
ON THE 16TH DAY OF SEPTEMBER, 1996.
DUKE POWER COMPANY
REGISTRANT
By: W.H. Grigg
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
W. H. Grigg Chairman of the Board and September 16, 1996
Chief Executive Officer
(Principal Executive Officer)
Richard J. Osborne Senior Vice President and September 16, 1996
Chief Financial Officer
(Principal Financial Officer)
Jeffrey L. Boyer Controller (Principal September 16, 1996
Accounting Officer)
G. Alex Bernhardt
Crandall C. Bowles
Robert J. Brown
W. A. Coley
Steve C. Griffith, Jr.
W. H. Grigg
Paul H. Henson
George Dean Johnson, Jr. A majority of the Directors September 16, 1996
W. W. Johnson
Max Lennon
James G. Martin
Buck Mickel
R. B. Priory
Russell M. Robinson, II
</TABLE>
ELLEN T. RUFF, by signing her name hereto, does hereby sign this
document on behalf of the Registrant and on behalf of each of the above-named
persons pursuant to a power of attorney duly executed by the Registrant and such
persons, filed with the Securities and Exchange Commission as an exhibit hereto.
Ellen T. Ruff
Ellen T. Ruff
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4(A) Duke Power Company Stock Incentive Plan (Incorporated by reference to Appendix A to
the Definitive Proxy Statement for the Registrant's 1996 Annual Meeting of
Shareholders, filed with the Commission on March 18, 1996).
4(B) Restated Articles of Incorporation of Registrant, dated as of October 6, 1993 (filed
with Form S-3, File No. 33-50617, effective October 20, 1993, as Exhibit 4(A)).
4(C) By-Laws of Registrant, as amended (filed with Form 10-K for the year ended
December 31, 1995, File No. 1-4928, as Exhibit 3-C).
5 Opinion of Steve C. Griffith, Jr., Esq.
23(A) Independent Auditors' Consent
23(B) Consent of Steve C. Griffith, Jr., Esq. (included in Exhibit 5)
24(A) Copy of power of attorney authorizing Ellen T. Ruff and others to sign the
registration statement on behalf of the Registrant and certain of its
directors and officers
24(B) Certified copy of resolution of the Board of Directors of the Registrant authorizing
power of attorney
</TABLE>
<PAGE>
EXHIBIT 5
September 16, 1996
Duke Power Company
422 South Church Street
Charlotte, NC 28242-0001
Gentlemen:
I am the General Counsel of Duke Power Company, a North Carolina
corporation (the "Company"), and in such capacity I have examined the Company's
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act"), for the registration of
2,000,000 shares of the Company's Common Stock, without par value ( the
"Shares"), which Shares will be granted, or received upon the exercise of
certain awards granted, under the Duke Power Company Stock Incentive Plan (the
"Plan").
I have examined and am familiar with originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and officers of the Company and such other
instruments as I have deemed necessary or appropriate as a basis for the
opinions expressed below.
Based on the foregoing, I am of the opinion that the Shares are duly
authorized and when the Shares have been (i) issued and delivered in accordance
with the terms of the Plan, or (ii) received upon exercise of awards granted
under and delivered in accordance with the Plan and Award Agreements (as defined
in the Plan) entered into pursuant to the Plan, such Shares will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that I
come within the category of persons whose consent is required under Section 7 of
the 1933 Act, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
Steve C. Griffith, Jr.
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Duke Power Company of our report dated February 9, 1996
appearing in the annual report on Form 10-K of Duke Power Company for the year
ended December 31, 1995.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
September 16, 1996
<PAGE>
EXHIBIT 23(B)
CONSENT OF COUNSEL
The consent of Steve C. Griffith, Jr., Esquire, is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
<PAGE>
EXHIBIT 24(A)
DUKE POWER COMPANY
POWER OF ATTORNEY
FORM S-8
Registration Statement under the Securities Act of 1933
(Registration Statement)
The undersigned DUKE POWER COMPANY, a North Carolina corporation and
certain of its officers and/or directors, do each hereby constitute and appoint
W. H. Grigg, Richard J. Osborne, Ellen T. Ruff, Jeffrey L. Boyer, and each of
them, to act as attorneys-in-fact for and in the respective names, places, and
stead of the undersigned, to execute, seal, sign, and file with the Securities
and Exchange Commission the Registration Statement of said Duke Power Company on
Form S-8 and any and all amendments thereto, hereby granting to said
attorneys-in-fact, and each of them, full power and authority to do and perform
all and every act and thing whatsoever requisite, necessary, or proper to be
done in and about the premises, as fully to all intents and purposes as the
undersigned, or any of them, might or could do if personally present, hereby
ratifying and approving the acts of said attorneys-in-fact.
Executed the 29th day of July, 1996.
DUKE POWER COMPANY
By W.H. Grigg
Chairman and Chief Executive Officer
(Corporate Seal)
ATTEST:
Robert T. Lucas III
Assistant Secretary
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
W. H. Grigg Chairman and Chief Executive Officer
W. H. Grigg (Principal Executive Officer and Director)
Richard J. Osborne Senior Vice President and Chief Financial
Richard J. Osborne Officer (Principal Financial Officer)
Jeffrey L. Boyer Controller (Principal Accounting Officer)
Jeffrey L. Boyer
G. Alex Bernhardt (Director)
G. Alex Bernhardt
Crandall C. Bowles (Director)
Crandall C. Bowles
Robert J. Brown (Director)
Robert J. Brown
William A. Coley (Director)
William A. Coley
Steve C. Griffith, Jr. (Director)
Steve C. Griffith, Jr.
Paul H. Henson (Director)
Paul H. Henson
George Dean Johnson, Jr. (Director)
George Dean Johnson, Jr.
<PAGE>
W. W. Johnson (Director)
W. W. Johnson
Max Lennon (Director)
Max Lennon
James G. Martin (Director)
James G. Martin
Buck Mickel (Director)
Buck Mickel
Richard B. Priory (Director)
Richard B. Priory
Russell M. Robinson, II (Director)
Russell M. Robinson, II
</TABLE>
<PAGE>
EXHIBIT 24(B)
DUKE POWER COMPANY
CERTIFICATE
2,000,000 SHARES OF
COMMON STOCK, WITHOUT PAR VALUE
(THE SHARES)
The undersigned officer of Duke Power Company, a North
Carolina corporation (the Company), does hereby certify that attached hereto is
a true and complete copy of an extract from the minutes of a meeting of the
Board of Directors of the Company containing a resolution adopted with respect
to the Shares, which resolution is presently in full force and effect.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
and affixed the corporate seal of the Company this 16th day of September, 1996.
Robert T. Lucas III
Assistant Secretary
[Corporate Seal]
<PAGE>
FURTHER RESOLVED, that each officer and director who may be
required to execute such registration statement or registration
statements or any amendments thereof (whether on behalf of the Company
or as an officer or director thereof or by attesting the seal of the
Company or otherwise) be, and hereby is, authorized to execute a power
of attorney appointing W. H. Grigg, Richard J. Osborne and Ellen T.
Ruff and each of them, as true and lawful attorneys and agents to
execute in his or her name, place and stead (in any such capacity) such
registration statement or registration statements and any and all
amendments thereto and all instruments necessary or advisable in
connection therewith, to attest the seal of the Company thereon and to
file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the
other, and to have full power and authority to do and perform in the
name and on behalf of each of such officers and directors, or both, as
the case may be, every act whatsoever necessary or advisable to be done
in the premises as fully and to all intents and purposes as any such
officer or director might or could do in person;
<PAGE>
