<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1996
REGISTRATION STATEMENT NO. 333-
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-50715
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-3
REGISTRATION STATEMENT
and
POST-EFFECTIVE AMENDMENT NO. 1
under
THE SECURITIES ACT OF 1933
------------------
DUKE POWER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NORTH CAROLINA 56-0205520
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
422 SOUTH CHURCH STREET
CHARLOTTE, NORTH CAROLINA 28242-0001
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
704-594-0887
(REGISTRANT'S TELEPHONE NUMBER)
------------------
<TABLE>
<S> <C>
RICHARD J. OSBORNE JOHN SPUCHES
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL DEWEY BALLANTINE
OFFICER 1301 AVENUE OF THE AMERICAS
422 SOUTH CHURCH STREET NEW YORK, NEW YORK 10019-6092
CHARLOTTE, NORTH CAROLINA 28242-0001 TELEPHONE NO. 212-259-7700
TELEPHONE NO. 704-382-5159
</TABLE>
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF AGENTS FOR SERVICE)
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement
as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C>
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PROPOSED
MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE FEE
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First and Refunding Mortgage Bonds, Medium-Term Notes
Series..................................................... $78,000,000* $26,897
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</TABLE>
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* Estimated solely for the purpose of calculating the registration fee.
------------------
PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS UNDER THE
SECURITIES ACT OF 1933, THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT
IS A COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO.
33-50715, PREVIOUSLY FILED BY THE REGISTRANT ON FORM S-3, AS TO WHICH FIRST AND
REFUNDING MORTGAGE BONDS, MEDIUM-TERM NOTES SERIES, HAVING AN AGGREGATE OFFERING
PRICE OF $172,000,000 (FOR WHICH A REGISTRATION FEE OF $53,750 WAS PAID) REMAIN
UNSOLD. THIS REGISTRATION STATEMENT ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT
NO. 1 WITH RESPECT TO THE REGISTRANT'S REGISTRATION STATEMENT NO. 33-50715 AND
SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH
THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(c)
OF THE SECURITIES ACT OF 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus supplement shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION
DATED APRIL 17, 1996
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL , 1996)
DUKE POWER COMPANY
$250,000,000
MEDIUM-TERM NOTES
(A SERIES OF FIRST AND REFUNDING MORTGAGE BONDS)
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
Duke Power Company (the "Company") may offer from time to time up to
$250,000,000 aggregate principal amount of its First and Refunding Mortgage
Bonds of a series designated as Medium-Term Notes (the "Notes") having
maturities from nine months to thirty years and on other terms to be determined
at the time or times of sales.
The Notes will bear interest at fixed or variable rates ("Fixed Rate Notes"
and "Floating Rate Notes", respectively). The interest rates on Fixed Rate
Notes, the method of determining the interest rates on Floating Rate Notes and
other variable terms of the Notes as described herein will be established by the
Company from time to time and will be set forth in supplements hereto ("Pricing
Supplements"). The interest rates, the methods of determining interest rates and
certain other variable terms are subject to change by the Company, but no such
change will affect any Note theretofore issued or as to which an offer to
purchase has been accepted by the Company. If so specified in the applicable
Pricing Supplement, the Notes will be redeemable prior to maturity at the option
of the Company upon the terms and conditions specified in such Pricing
Supplement. The Notes will be redeemable for the Replacement Fund or upon
application of moneys arising from a taking of any of the mortgaged property by
eminent domain. The Company has agreed not to apply any cash deposited with the
Trustee pursuant to the Replacement Fund to the redemption of the Notes so long
as any of the First and Refunding Mortgage Bonds presently outstanding remain
outstanding. See "Description of the Bonds -- Replacement Fund" in the
accompanying Prospectus. The Notes will be issued in denominations of $100,000
or any amount in excess thereof which is an integral multiple of $1,000. See
"Description of the Notes".
Payment of the principal of and interest on the Notes will be secured by
the lien of the Mortgage described herein and in the accompanying Prospectus.
Interest on each Fixed Rate Note will accrue from its date of issue and
will be payable semiannually on each April 1 and October 1 and at maturity or
earlier redemption, as the case may be. The interest rate on Floating Rate Notes
will be determined by reference to the "Commercial Paper Rate", "LIBOR", the
"Treasury Rate", the "CD Rate" or other interest rate formula as specified in
the applicable Pricing Supplement, and may be adjusted by a "Spread" or "Spread
Multiplier", as defined herein. Interest on each Floating Rate Note will accrue
from its date of issue and will be payable as set forth in the applicable
Pricing Supplement and at maturity or earlier redemption, as the case may be.
The Notes will be issued in fully registered certificated or book-entry
form. Interests in Notes in book-entry form will be shown on, and transfers
thereof will be effected only through, records maintained by The Depository
Trust Company, as Depository, and its participants. Owners of interests in Notes
issued in book-entry form will be entitled to physical delivery of Notes in
certificated form equal in principal amount to their respective interests only
under the limited circumstances described herein.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
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<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) COMPANY(2)(3)
- ----------------------------------------------------------------------------------------------------------
Per Note.................. 100% .125%-.750% 99.875%-99.250%
- ----------------------------------------------------------------------------------------------------------
Total..................... $250,000,000 $312,500-$1,875,000 $249,687,500-$248,125,000
</TABLE>
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(1) Unless otherwise specified in the applicable Pricing Supplement, the Notes
will be issued at 100% of their principal amount.
(2) The Company will pay to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated (collectively, the
"Agents") a commission ranging from .125% to .750% of the principal amount
of each Note sold through such Agent, depending upon the maturity of the
Note sold, and may sell Notes to either Agent, as principal, at a discount
for resale to investors or other purchasers at varying prices related to
prevailing market prices at the time or times of resale or otherwise as
determined by such Agent. The Company has agreed to indemnify the Agents
against certain liabilities, including liabilities under the Securities Act
of 1933, as amended (the "Securities Act").
(3) Before deducting expenses payable by the Company estimated at $170,000.
------------------------
Offers to purchase the Notes will be solicited on behalf of the Company
from time to time by the Agents, who have agreed to use their best efforts to
solicit offers to purchase the Notes. The Company reserves the right to sell
Notes directly to investors on its own behalf in those jurisdictions where it is
authorized to do so. The Agents may also purchase Notes on their own behalf. The
Notes are not listed on any securities exchange, and there can be no assurance
that any of the Notes offered by this Prospectus Supplement will be sold or that
there will be a secondary market therefor. The Company or the Agents may reject,
in whole or in part, any offer for a purchase of Notes. No termination date for
the offering of the Notes has been established. See "Plan of Distribution" in
this Prospectus Supplement.
------------------------
MERRILL LYNCH & CO. MORGAN STANLEY & CO.
INCORPORATED
------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL , 1996.
<PAGE> 3
DESCRIPTION OF THE NOTES
GENERAL
The Notes will be issued as part of a series of First and Refunding
Mortgage Bonds (the "Bonds") under the Mortgage, which is more fully described
in the accompanying Prospectus. As of December 31, 1995, $631,000,000 principal
amount of Bonds of such series was outstanding. The following summaries of
certain provisions of the Mortgage do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all of the provisions
of the Mortgage, including the definitions therein of certain terms. The terms
and conditions set forth below will apply to each Note unless otherwise
specified in the applicable Pricing Supplement.
The Mortgage creates a continuing lien to secure the payment of principal
of, and interest on, the Notes issued and to be issued thereunder. The Notes
rank pari passu with all other Bonds issued pursuant to the Mortgage and from
time to time outstanding.
The Notes will be offered on a continuing basis and will mature on any day
from 9 months to 30 years from the date of issue, as selected by the purchaser
and agreed to by the Company. Each Note will bear interest at either (a) a fixed
rate (a "Fixed Rate Note") or (b) a floating rate (a "Floating Rate Note")
determined by reference to a Base Rate (as hereinafter defined), which may be
adjusted by a Spread or Spread Multiplier (as hereinafter defined).
The Notes will be issued only in fully registered certificated or
book-entry form without coupons and in denominations of $100,000 or any amount
in excess thereof which is an integral multiple of $1,000. No charge will be
made for any registration of transfer or exchange of Notes, but the Company may
require payment of a sum sufficient to cover any stamp tax or other governmental
charge that may be imposed in connection therewith. In the case of Notes issued
in book-entry form, all references herein to the "holder" of such Notes are to
The Depository Trust Company or its nominee and not to the owner of a beneficial
interest in such book-entry Notes. See "Book-Entry Notes" below.
Principal and interest will be payable, the transfer of the Notes will be
registrable, and Notes will be exchangeable for Notes bearing identical terms
and provisions at the office or agency of the Company in The City of New York
designated for such purpose; provided, however, that payment of interest, other
than interest at maturity (or on any date of redemption if a Note is redeemed
prior to maturity), may be made at the option of the Company by check mailed to
the address of the person in whose name the applicable Note is registered at the
close of business on the Regular Record Date (as hereinafter defined) as shown
on the bond register maintained by Chemical Bank (the "Trustee"); provided,
however, that a registered holder of $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date shall be entitled to
receive payments of interest by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received by the Trustee not
less than sixteen days prior to the applicable Interest Payment Date. Interest
will be payable on each date specified in the Note on which an installment of
interest is due and payable (each, an "Interest Payment Date") and at maturity
(or, if applicable, upon redemption). If the original issue date of a Note is
between the Regular Record Date and the Interest Payment Date, the initial
interest payment will be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered holder on such next succeeding
Regular Record Date.
The principal and interest payable at maturity (or, if applicable, upon
redemption) on each Note will be paid upon maturity (or, if applicable, upon
redemption) in immediately available funds against presentation of the Note at
the corporate trust office of the Trustee located at 450 W. 33rd Street, New
York, New York 10001. Interest payable at maturity (or, if applicable, upon
redemption) will be payable to the person to whom the principal of the Note
shall be paid.
Interest payments shall be made in the amount of interest accrued from, and
including, the next preceding Interest Payment Date in respect of which interest
has been paid or duly provided for (or from, and including, the date of issue,
if no interest has been paid with respect to such Note) to, but excluding, the
Interest Payment Date or the maturity date or date of redemption, as the case
may be (each, an "Interest Accrual Period"). However, in the case of Floating
Rate Notes on which the interest rate is reset daily or weekly, the interest
payments shall include interest accrued only through, and including, the Regular
Record
S-2
<PAGE> 4
Date next preceding the applicable Interest Payment Date, except that the
interest payment on the maturity date or date of redemption will include
interest accrued to, but excluding, such maturity or redemption date.
The Notes will be subject to redemption by the Company on and after the
initial redemption date, if any, fixed at the time of sale and set forth in the
applicable Pricing Supplement (the "Initial Redemption Date"). If no Initial
Redemption Date is indicated with respect to a Note, such Note will not be
redeemable (otherwise than for the Replacement Fund or upon application of
certain moneys included in the trust estate) (see "Description of the
Bonds--Replacement Fund" in the Prospectus) at the option of the Company prior
to maturity. On and after the Initial Redemption Date with respect to any Note,
such Note will be redeemable in whole or in part in increments of $1,000
(provided that any remaining principal amount of such Note shall be at least
$100,000) at the option of the Company at a Redemption Price (as hereinafter
defined), determined in accordance with the following paragraph, together with
interest thereon payable to the date of redemption, on notice given not more
than 60 nor less than 30 days prior to the date of redemption.
The "Redemption Price" for each Note subject to redemption at the option of
the Company shall initially be equal to a certain percentage (the "Initial
Redemption Percentage") of the principal amount of such Note to be redeemed and
shall decline at each anniversary of the Initial Redemption Date with respect to
such Note by a percentage (the "Annual Redemption Percentage Reduction"), if
any, of the principal amount to be redeemed until the Redemption Price is 100%
of such principal amount. The Initial Redemption Percentage and any Annual
Redemption Percentage Reduction with respect to each Note subject to redemption
at the option of the Company prior to maturity will be fixed at the time of sale
and set forth in the applicable Pricing Supplement.
"Business Day" means any day other than a Saturday, Sunday, legal holiday
or other day on which banking institutions in The City of New York (and, with
respect to LIBOR Notes, the City of London) are required or authorized by law or
executive order to close. "London Banking Day" means any day on which dealings
in deposits in U.S. dollars are transacted in the London interbank market.
FIXED RATE NOTES
Each Fixed Rate Note will bear interest from the date of issue at the rate
per annum stated on the face thereof until the principal amount thereof is paid
or made available for payment. Interest on Fixed Rate Notes will be payable
semiannually on each April 1 and October 1 and at maturity (or, if applicable,
upon redemption). The "Regular Record Date" for Fixed Rate Notes will be the
March 15 or September 15 next preceding the relevant Interest Payment Date.
Interest on the Fixed Rate Notes will be computed on the basis of a 360-day year
of twelve 30-day months. If any Interest Payment Date or the maturity date (or
any date of redemption) on a Fixed Rate Note falls on a day that is not a
Business Day, the required payment due thereon shall be made on the next
Business Day as if it were made on the date such payment was due and no interest
shall accrue on the amount so payable for the period from and after such
Interest Payment Date or the maturity date (or any date of redemption), as the
case may be.
FLOATING RATE NOTES
Interest on Floating Rate Notes will be determined by reference to a "Base
Rate", which shall be the "Commercial Paper Rate" ("Commercial Paper Rate
Notes"), "LIBOR" ("LIBOR Notes"), the "Treasury Rate" ("Treasury Rate Notes"),
or the "CD Rate" ("CD Rate Notes"), each as defined below, or such other
interest rate formula specified in the applicable Pricing Supplement based upon
the Index Maturity and adjusted by a Spread or Spread Multiplier, if any, as
specified in the applicable Pricing Supplement. The "Index Maturity" is the
period to maturity of the instrument or obligation from which the Base Rate is
calculated. The "Spread" is the number of basis points above or below the Base
Rate applicable to such Floating Rate Note, and the "Spread Multiplier" is the
percentage of the Base Rate applicable to the interest rate for such Floating
Rate Note. The Spread, Spread Multiplier, Index Maturity and other variable
terms of the Floating Rate Notes are subject to change by the Company from time
to time, but no such change will affect any Floating Rate Note theretofore
issued or as to which an offer to purchase has been accepted by the Company.
S-3
<PAGE> 5
The rate of interest on each Floating Rate Note will be reset daily,
weekly, monthly, quarterly, semi-annually or annually, as specified in the
applicable Pricing Supplement. The "Interest Reset Date" will be, in the case of
Floating Rate Notes which reset (a) daily, each day; (b) weekly, the Wednesday
of each week (with the exception of weekly reset Treasury Rate Notes which reset
the Tuesday of each week, except as specified below); (c) monthly, the third
Wednesday of each month; (d) quarterly, the third Wednesday of March, June,
September and December; (e) semiannually, the third Wednesday of the two months
specified in the applicable Pricing Supplement; and (f) annually, the third
Wednesday of the month specified in the applicable Pricing Supplement. If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, except that in the case of a LIBOR Note,
if such Business Day is in the next succeeding calendar month, such Interest
Reset Date shall be the next preceding Business Day.
The interest rate applicable to each Interest Accrual Period commencing on
an Interest Reset Date will be the rate determined as of the "Interest
Determination Date" and will be calculated either on such Interest Determination
Date or on or prior to the applicable Calculation Date (as hereinafter defined).
The Interest Determination Date with respect to the Commercial Paper Rate Notes
and CD Rate Notes will be the second Business Day preceding the Interest Reset
Date. The Interest Determination Date with respect to LIBOR Notes will be the
second London Banking Day preceding the Interest Reset Date. The Interest
Determination Date with respect to the Treasury Rate Notes will be the day of
the week in which the Interest Reset Date falls on which Treasury bills normally
would be auctioned; provided, however, that if as a result of a legal holiday an
auction is held on the Friday of the week preceding the Interest Reset Date, the
related Interest Determination Date shall be such preceding Friday; and
provided, further, that if an auction shall fall on any day that would otherwise
be an Interest Reset Date then the Interest Reset Date shall instead be the
first Business Day following such auction.
A Floating Rate Note may also have either or both of the following: (i) a
maximum limit ("Maximum Interest Rate"), or ceiling, on the rate of interest
which may accrue during any Interest Accrual Period; and (ii) a minimum limit
("Minimum Interest Rate"), or floor, on the rate of interest which may accrue
during any Interest Accrual Period. In addition to any Maximum Interest Rate
which may be applicable to any Floating Rate Note pursuant to the above
provisions, the interest rate on the Floating Rate Notes will in no event be
higher than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application. Under present New York
law, the maximum rate of interest, subject to certain exceptions, for an amount
of less than $250,000 is 16% per annum and for an amount of $250,000 or more,
but less than $2,500,000, is 25% per annum on a simple interest basis. These
limits do not apply to investors who purchase $2,500,000 or more of Floating
Rate Notes.
The applicable Pricing Supplement will specify each variable term with
respect to each Floating Rate Note, including the following: Initial Interest
Rate, Interest Reset Dates, Interest Payment Dates, Index Maturity, Maturity,
Maximum Interest Rate and Minimum Interest Rate, if any, the Spread or Spread
Multiplier, if any, and terms of redemption, if any.
Each Floating Rate Note will bear interest from the date of issue at the
rates determined as described below until the principal thereof is paid or
otherwise made available for payment. Except as provided below, interest will be
payable, in the case of Floating Rate Notes which reset (a) daily, weekly or
monthly, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year; (b) quarterly, on the third
Wednesday of March, June, September and December of each year; (c) semiannually,
on the third Wednesday of the two months of each year specified in the
applicable Pricing Supplement; (d) annually, on the third Wednesday of the month
specified in the applicable Pricing Supplement; and, in each case, at maturity
or earlier redemption, as the case may be.
If any Interest Payment Date (other than at maturity or earlier redemption)
for any Floating Rate Note would fall on a day that is not a Business Day with
respect to such Note, such Interest Payment Date will be the following day that
is a Business Day with respect to such Note, except that, in the case of a LIBOR
Note, if such Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding day that is a Business
Day with respect to such LIBOR Note. If the maturity date or
S-4
<PAGE> 6
date of redemption of any Floating Rate Note would fall on a day that is not a
Business Day, the payment of interest and principal (and premium, if any) shall
be made on the next succeeding Business Day, and no interest on such payment
shall accrue for the period from and after the maturity date or date of
redemption, as the case may be.
The "Regular Record Date" with respect to Floating Rate Notes will be the
date 15 calendar days (whether or not a Business Day) prior to the applicable
Interest Payment Date.
With respect to a Floating Rate Note, accrued interest is calculated by
multiplying the face amount of such Floating Rate Note by an accrued interest
factor. Such accrued interest factor is computed by adding the interest factor
calculated for each day from the date of issue, or from the last date to which
interest has been paid, to the date for which accrued interest is being
calculated. The interest factor for each such day is computed by dividing the
interest rate applicable to such day by 360 in the case of Commercial Paper Rate
Notes, LIBOR Notes and CD Rate Notes or by the actual number of days in the year
in the case of Treasury Rate Notes.
All percentages resulting from any calculation on Floating Rate Notes will
be rounded, if necessary, to the nearest one hundred-thousandth of a percentage
point, with five one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on Floating Rate Notes
will be rounded to the nearest cent (with one-half cent being rounded upward).
Unless otherwise provided for in the applicable Pricing Supplement,
Chemical Bank will be the "Calculation Agent". Upon the request of the
registered holder of any Floating Rate Note, the Calculation Agent will provide
the interest rate then in effect and, if determined, the interest rate that will
become effective as a result of a determination made for the next Interest Reset
Date with respect to such Floating Rate Note. The Company, or the Calculation
Agent, will notify the Trustee of each determination of the interest rate
applicable to any such Floating Rate Note promptly after such determination is
made. The "Calculation Date", where applicable, pertaining to any Interest
Determination Date will be the tenth calendar day after such Interest
Determination Date, or, if any such day is not a Business Day, the next
succeeding Business Day.
The interest rate in effect with respect to a Floating Rate Note from the
date of issue to the first Interest Reset Date (the "Initial Interest Rate")
will be specified in the applicable Pricing Supplement. The interest rate for
each subsequent Interest Reset Date will be determined by the Calculation Agent
as follows:
Commercial Paper Rate Notes. Commercial Paper Rate Notes will bear
interest at the interest rates (calculated with reference to the Commercial
Paper Rate and the Spread or Spread Multiplier, if any) specified in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Determination Date
relating to a Commercial Paper Rate Note (a "Commercial Paper Rate Interest
Determination Date"), the Money Market Yield (as defined below) on such date of
the rate for commercial paper having the Index Maturity specified in the
applicable Pricing Supplement, as such rate shall be published by the Board of
Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication ("H.15(519)"), under the
heading "Commercial Paper". In the event that such rate is not published prior
to 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Commercial Paper Rate Interest Determination Date, then the Commercial Paper
Rate shall be the Money Market Yield on such Commercial Paper Rate Interest
Determination Date of the rate for commercial paper of the specified Index
Maturity as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" ("Composite Quotations") under the heading "Commercial Paper". If by
3:00 P.M., New York City time, on such Calculation Date such rate is not
published in either H.15(519) or Composite Quotations, then the Commercial Paper
Rate for such Commercial Paper Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on
such Commercial Paper Rate Interest Determination Date of three leading dealers
of commercial paper in The City of New York selected by the
S-5
<PAGE> 7
Calculation Agent for commercial paper of the specified Index Maturity placed
for an industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as set forth
above, the Commercial Paper Rate will be the Commercial Paper Rate in effect on
such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage rounded to
the nearest one hundred-thousandth of a percent, with five one-millionths of a
percent rounded upward) calculated in accordance with the following formula:
<TABLE>
<C> <S> <C>
D x 360
Money Market Yield = -------------- x 100
360-(D x M)
</TABLE>
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate determined with respect to a Commercial Paper Rate Interest
Determination Date will become effective on and as of the next succeeding
Interest Reset Date; provided, however, that the interest rate in effect for the
period from the date of issue to the first Interest Reset Date will be the
Initial Interest Rate and the interest rate in effect for the ten days
immediately prior to the maturity date (or any date of redemption) will be that
in effect on the tenth day preceding such maturity date (or any date of
redemption).
LIBOR Notes. LIBOR Notes will bear interest at the interest rates
(calculated with reference to LIBOR and the Spread or Spread Multiplier, if any)
specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR with
respect to any Interest Determination Date relating to a LIBOR Note (a "LIBOR
Interest Determination Date") will be the rate determined on the basis of the
offered rates for deposits (in United States dollars for the period of the Index
Maturity specified in the applicable Pricing Supplement), commencing on the
second London Banking Day immediately following such LIBOR Interest
Determination Date, which appear as of 11:00 A.M., London time, on the Reuters
Screen LIBO Page on the Reuters Monitor Money Rates Service on the LIBOR
Interest Determination Date. If at least two such offered rates appear on the
Reuters Screen LIBO Page, LIBOR for such LIBOR Interest Determination Date will
be the arithmetic mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percent) of such offered rates as determined by the
Calculation Agent. If fewer than two such offered rates appear, the Calculation
Agent shall request the principal London office of four major banks in the
London interbank market selected by the Calculation Agent to provide the
Calculation Agent with a quotation of their offered rates for deposits (in
United States dollars for the period of the applicable Index Maturity and in a
principal amount equal to an amount that is representative for a single
transaction in such market at such time) at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date commencing on the second London
Banking Day immediately following such LIBOR Interest Determination Date. If at
least two such quotations are provided, LIBOR for such LIBOR Interest
Determination Date will equal the arithmetic mean of such quotations. If fewer
than two quotations are provided, LIBOR for such LIBOR Interest Determination
Date will equal the arithmetic mean of the rates quoted by three major banks in
The City of New York, as selected by the Calculation Agent, at approximately
11:00 A.M., New York City time, on such LIBOR Interest Determination Date for
loans to leading European banks (in United States dollars for the period of the
applicable Index Maturity and in a principal amount equal to an amount that is
representative for a single transaction in such market at such time) commencing
on the second London Banking Day following such LIBOR Interest Determination
Date; provided, however, that if the banks selected as aforesaid by the
Calculation Agent are not quoting as set forth above, LIBOR will be LIBOR in
effect on such LIBOR Interest Determination Date.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate determined with respect to a LIBOR Interest Determination Date
will become effective on and as of the next succeeding
S-6
<PAGE> 8
Interest Reset Date; provided, however, that the interest rate in effect for the
period from the date of issue to the first Interest Reset Date will be the
Initial Interest Rate and the interest rate in effect for the ten days
immediately prior to the maturity date (or any date of redemption) will be that
in effect on the tenth day preceding such maturity date (or any date of
redemption).
Treasury Rate Notes. Treasury Rate Notes will bear interest at the
interest rates (calculated with reference to the Treasury Rate and the Spread or
Spread Multiplier, if any) specified in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Interest Determination Date relating to a
Treasury Rate Note (a "Treasury Rate Interest Determination Date"), the rate
applicable to the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable Pricing
Supplement, as such rate is published in H.15(519) under the heading "Treasury
bills-auction average (investment)" or, if not so published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Treasury Rate
Interest Determination Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as applicable, and applied
on a daily basis) as otherwise announced by the United States Department of the
Treasury. Treasury bills are usually sold at auction on Monday of each week
unless that day is a legal holiday, in which case the auction is usually held on
the following Tuesday, except that such auction may be held on the preceding
Friday. In the event that the results of the auction of Treasury bills having
the specified Index Maturity are not reported as provided by 3:00 P.M., New York
City time, on such Calculation Date, or if no such auction is held in a
particular week, then the Treasury Rate shall be calculated by the Calculation
Agent and shall be a yield to maturity (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Rate Interest Determination
Date, of three leading primary United States government securities dealers
selected by the Calculation Agent, for the issue of Treasury bills with a
remaining maturity closest to the applicable Index Maturity; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as set forth above, the Treasury Rate will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate determined with respect to a Treasury Rate Interest Determination
Date will become effective on and as of the next succeeding Interest Reset Date;
provided, however, that the interest rate in effect for the period from the date
of issue to the first Interest Reset Date will be the Initial Interest Rate and
for the ten days immediately prior to the maturity date (or any date of
redemption) will be that in effect on the tenth day preceding such maturity date
(or any date of redemption).
CD Rate Notes. CD Rate Notes will bear interest at the interest rates
(calculated with reference to the CD Rate and the Spread or Spread Multiplier,
if any) specified in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "CD Rate"
means, with respect to any Interest Determination Date relating to a CD Rate
Note (a "CD Rate Interest Determination Date"), the rate on such date for
negotiable certificates of deposit having the Index Maturity specified in the
applicable Pricing Supplement as published in H.15(519) under the heading "CDs
(Secondary Market)", or, if not so published by 3:00 P.M., New York City time,
on or prior to the Calculation Date pertaining to such CD Rate Interest
Determination Date, the CD Rate will be the rate on such CD Rate Interest
Determination Date for negotiable certificates of deposit of the Index Maturity
specified in the applicable Pricing Supplement as published in Composite
Quotations under the heading "Certificates of Deposit". If such rate is not yet
published in either H.15(519) or the Composite Quotations by 3:00 P.M., New York
City time, on the Calculation Date, then the CD Rate on such CD Rate Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three leading nonbank
dealers in negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable certificates of deposit of
major United States money center banks of the highest credit standing in
S-7
<PAGE> 9
the market for negotiable certificates of deposit with a remaining maturity
closest to the Index Maturity designated in the Pricing Supplement in
denominations of $5,000,000; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth above, the CD
Rate will be the CD Rate in effect on such CD Rate Interest Determination Date.
Unless otherwise indicated in the applicable Pricing Supplement, the
interest rate determined with respect to a CD Rate Interest Determination Date
will become effective on and as of the next succeeding Interest Reset Date;
provided, however, that the interest rate in effect for the period from the date
of issue to the first Interest Reset Date will be the Initial Interest Rate and
the interest rate in effect for the ten days immediately prior to the maturity
date (or any date of redemption) will be that in effect on the tenth day
preceding such maturity date (or any date of redemption).
BOOK-ENTRY NOTES
The Notes may be issued in whole or in part in book-entry form ("Book-Entry
Notes"). Upon issuance, all such Book-Entry Notes having identical terms and
provisions will be represented by a single global security (each, a "Global
Note"). Unless otherwise specified in the applicable Pricing Supplement, the
Global Note representing such Book-Entry Notes will be deposited with, or on
behalf of, The Depository Trust Company (the "Depository"), and registered in
the name of a nominee of the Depository. Except as set forth below, a Global
Note may not be transferred except as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository or any nominee to a successor of the Depository or a
nominee of such successor.
The Depository has advised the Company and the Agents that it is a
limited-purpose trust company organized under the laws of the State of New York,
a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Depository was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depository's participants
include securities brokers and dealers (including the Agents), banks, trust
companies, clearing corporations and certain other organizations, some of whom
(and/or their representatives) own the Depository. Access to the Depository's
book-entry system is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly. Persons who are not participants
may beneficially own securities held by the Depository only through
participants.
Upon the issuance of Book-Entry Notes by the Company represented by a
Global Note, the Depository will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Book-Entry Notes
represented by such Global Note to the accounts of participants. The accounts to
be credited shall be designated by the Agent through or by which such Book-Entry
Notes are sold. Ownership of beneficial interests in a Global Note will be
limited to participants or persons that may hold interests through participants.
In addition, ownership of interests in a Global Note will be shown on, and the
transfer thereof will be effected only through, records maintained by the
Depository, or by participants or persons that may hold such interests through
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in certificated form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Note.
So long as the Depository, or its nominee, is the registered owner of a
Global Note, the Depository or its nominee, as the case may be, will be
considered the sole owner or holder of the Book-Entry Notes represented by such
Global Note for all purposes under the Mortgage. Except as provided below,
owners of beneficial interests in a Global Note representing Book-Entry Notes
will not be entitled to have such Book-Entry Notes registered in their names,
will not receive or be entitled to receive physical delivery of Notes in
certificated form and will not be considered the owners or holders thereof under
the Mortgage. Accordingly, each person
S-8
<PAGE> 10
owning a beneficial interest in a Global Note must rely on the procedures of the
Depository and, if such person is not a participant, on the procedures of the
participant through which such person owns its interests, to exercise any rights
of a holder under the Mortgage or such Global Note. The Company understands
that, under existing industry practice, in the event that the Company requests
any action of holders of Book-Entry Notes or an owner of a beneficial interest
in a Global Note desires to take any action that the Depository, as the holder
of such Global Note, is entitled to take, the Depository would authorize the
participants to take such action and that the participants would authorize
beneficial owners owning through such participants to take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Principal and interest payments on the Book-Entry Notes represented by one
or more Global Notes will be made by the Company through the Trustee to the
Depository, or its nominee, as the case may be, as the registered owner of such
Global Note or Notes. Neither the Company nor the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of a Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests. The
Company expects that the Depository, upon receipt of any payment of principal or
interest in respect of a Global Note, will credit immediately the accounts of
the related participants with payment in amounts proportionate to their
respective holdings in principal amount of beneficial interests in such Global
Note as shown on the records of the Depository. The Company also expects that
payments by participants to owners of beneficial interests in a Global Note will
be governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Notes in certificated form in exchange for the
Global Notes representing Book-Entry Notes. In addition, the Company may at any
time determine not to have Book-Entry Notes represented by one or more Global
Notes and, in such event, will issue Notes in certificated form in exchange for
the Global Note or Notes representing such Book-Entry Notes. In any such
instance, an owner of a beneficial interest in any Global Note will be entitled
to physical delivery of Notes in certificated form which are equal in principal
amount to such beneficial interest and to have such Notes registered in its
name. Such Notes so issued will be issued in registered form only without
coupons and in denominations of $100,000 and integral multiples of $1,000 in
excess thereof.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuing basis for sale by the Company
through the Agents, who have agreed to use their best efforts to solicit offers
to purchase the Notes. The Company reserves the right to sell Notes directly to
investors on its own behalf in those jurisdictions where it is authorized to do
so. The Company will pay an Agent a commission ranging from .125% to .750% of
the principal amount of each Note sold through such Agent, depending upon the
maturity of such Note. In addition, the Agents may offer the Notes they have
purchased as principal to other dealers. The Agents may sell Notes to any dealer
at a discount and such discount allowed to any dealer will not be in excess of
the discount to be received by such Agent from the Company. Unless otherwise
indicated in the applicable Pricing Supplement, any Note sold to an Agent as
principal will be purchased by such Agent at a price equal to 100% of the
principal amount thereof less a percentage equal to the commission applicable to
any agency sale of a Note of identical maturity, and may be resold by the Agent
to investors and other purchasers from time to time in one or more transactions,
including negotiated transactions, at varying prices determined by such Agent at
the time of resale or, if specified in the applicable Pricing Supplement, at a
fixed public offering price, or may be resold to certain dealers as described
above. After the initial public offering of Notes to be resold to investors and
other purchasers, the public offering price (in the case of Notes to be resold
on a fixed public offering price basis), concession and discount may be changed.
The Company reserves the right to withdraw, cancel, suspend or modify the
offering of the Notes at any time without notice and may reject any offer for
the purchase of Notes from the Company in whole or in part.
S-9
<PAGE> 11
Each Agent shall have the right, exercisable in its reasonable discretion, to
reject any proposed purchase of Notes in whole or in part.
The Notes have no established trading market. The Agents have informed the
Company that they intend to make a market in the Notes, but are under no
obligation to do so, and either Agent or both Agents may cease making a market
in the Notes at any time. Therefore, no assurance can be given that a trading
market for the Notes will exist in the future. The Notes will not be listed for
trading on any securities exchange.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act. The Company has agreed to indemnify the Agents against certain
liabilities, including liabilities under the Securities Act.
S-10
<PAGE> 12
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION
DATED APRIL 17, 1996
PROSPECTUS
DUKE POWER COMPANY
$250,000,000
MEDIUM-TERM NOTES
(A SERIES OF FIRST AND REFUNDING MORTGAGE BONDS)
Duke Power Company (the "Company"), directly, through agents designated
from time to time, or through dealers or underwriters also to be designated, may
from time to time offer up to $250 million aggregate principal amount of First
and Refunding Mortgage Bonds, Medium-Term Notes Series (the "Notes") on terms to
be determined at the time or times of sale.
When particular Notes are offered (the "Offered Notes"), a supplement to
this Prospectus will be delivered (each, a "Prospectus Supplement") together
with this Prospectus setting forth the terms of the Offered Notes, including,
where applicable, the aggregate principal amount of the issue, purchase price,
maturity, interest rate or rates (which may be either fixed or variable) and
time of payment of interest, redemption terms, if any, the agents, dealers or
underwriters, if any, and any other terms in connection with the offering and
sale of the Offered Notes.
If an agent of the Company or a dealer or an underwriter is involved in the
sale of the Offered Notes, the agent's commission or dealer's or underwriter's
discount will be set forth in, or may be calculated from, the Prospectus
Supplement. The net proceeds to the Company from such sale will be the purchase
price of the Offered Notes less such commission in the case of an agent, the
purchase price of the Offered Notes in the case of a dealer or the public
offering price less such discount in the case of an underwriter, and less, in
each case, the other attributable issuance expenses. The net proceeds to the
Company from the sale of the Offered Notes will be set forth in the Prospectus
Supplement. See "Plan of Distribution" for possible indemnification arrangements
for any agents, dealers or underwriters.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS APRIL , 1996.
<PAGE> 13
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files periodic and current
reports and other information with the Securities and Exchange Commission (the
"Commission"). Information concerning directors and officers, their
remuneration, the principal holders of securities of the Company and any
material interest of such persons in transactions with the Company, as of
particular dates, is disclosed in proxy statements distributed to shareholders
of the Company and filed with the Commission. Such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C., 500
West Madison Street, Chicago, Ill. and Seven World Trade Center, New York, N.Y.
Copies of such material can also be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. In addition, reports, proxy statements and other
information concerning the Company can be inspected at the offices of the New
York Stock Exchange, Inc., where certain securities of the Company are listed.
DOCUMENTS INCORPORATED BY REFERENCE
The following document filed by the Company with the Commission is
incorporated herein by reference:
- Annual report on Form 10-K for the year ended December 31, 1995.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference in this Prospectus and to be
made a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in the accompanying Prospectus Supplement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON
ORAL OR WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE
IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE THEREIN. REQUESTS FOR COPIES OF SUCH
DOCUMENTS SHOULD BE ADDRESSED TO INVESTOR RELATIONS DEPARTMENT, DUKE POWER
COMPANY, P.O. BOX 1005, CHARLOTTE, NORTH CAROLINA 28201-1005 (TELEPHONE NO.
704-382-3853 OR 800-488-3853 (TOLL-FREE)).
2
<PAGE> 14
THE COMPANY
The Company is primarily engaged in the generation, transmission,
distribution and sale of electric energy in the central portion of North
Carolina and the western portion of South Carolina, comprising the area in both
States known as the Piedmont Carolinas. Its service area, approximately
two-thirds of which lies in North Carolina, covers about 20,000 square miles
with an estimated population of 5,000,000 and includes a number of cities, of
which the largest are Charlotte, Greensboro, Winston-Salem and Durham in North
Carolina and Greenville and Spartanburg in South Carolina. The Company supplies
electric service directly to approximately 1,800,000 residential, commercial and
industrial customers in more than 200 cities, towns and unincorporated
communities. Electricity is sold at wholesale to incorporated municipalities and
to several public and private utilities. In addition, sales are made through
contractual arrangements to former wholesale municipal or cooperative customers
of the Company who had purchased portions of the Catawba Nuclear Station. The
Company's wholly-owned subsidiary, Nantahala Power and Light Company, supplies
electric service directly to approximately 53,000 mostly residential customers
in five counties in western North Carolina. The Company is also engaged in a
variety of diversified operations, most of which are organized in separate
subsidiaries, through the Associated Enterprises Group (AEG).
During 1995, the Company's operating revenues, including those of AEG, were
$4.7 billion. The Company's executive offices are located in the Power Building,
422 South Church Street, Charlotte, North Carolina 28242-0001 (Telephone No.
704-594-0887).
RECENT FINANCIAL DATA
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1995 1994
---------- ----------
<S> <C> <C>
RESULTS OF OPERATIONS:
Electric Revenues................................ $4,422,438 $4,279,329
Net Income....................................... 714,538 638,876
Earnings for Common Stock........................ 665,635 589,152
Earnings Per Share of Common Stock............... $3.25 $2.88
</TABLE>
<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
1995 %
------------- ---
<S> <C> <C>
CAPITAL STRUCTURE:
Long-Term Debt................................... $ 3,711,405 40
Preferred Stocks................................. 684,000 8
Common Equity.................................... 4,785,184 52
------------- ---
Total Capitalization..................... $ 9,180,589 100
============= ===
Current Maturities of Long-Term Debt and
Preferred Stocks and Short-Term Debt.......... $ 167,371
</TABLE>
The foregoing information has been selected from or is based upon the
detailed information and financial statements incorporated by reference in this
Prospectus and is qualified in its entirety by reference thereto and should be
read together therewith.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges........... 4.94 4.72 4.68 3.49 3.83
</TABLE>
For purposes of this ratio (i) earnings consist of income from continuing
operations before income taxes and fixed charges and (ii) fixed charges consist
of all interest deductions and the interest component of rentals.
3
<PAGE> 15
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used for (a) financing
the construction of additions to the Company's electric plant facilities and the
acquisition of nuclear fuel, (b) redeeming from time to time the Company's
presently outstanding securities when such transactions will result in an
overall cost savings to the Company and (c) refunding maturing securities.
DESCRIPTION OF THE BONDS
The Notes will be issued as First and Refunding Mortgage Bonds (the
"Bonds") of the Medium-Term Notes Series under a First and Refunding Mortgage,
dated as of December 1, 1927 (the "Indenture"), from the Company to Chemical
Bank, as successor Trustee (the "Trustee") to Morgan Guaranty Trust Company of
New York, as supplemented and amended. The Indenture, as heretofore supplemented
and amended, is hereinafter called the "Mortgage". The statements under this
heading are subject to the detailed provisions of the Mortgage. They are
summaries which make use of terms defined in the Mortgage but do not purport to
be complete.
Reference is made to the Prospectus Supplement for the following terms of
the Offered Notes (among others): (i) the percentage or percentages of their
principal amount at which such Offered Notes will be issued; (ii) the date or
dates on which the Offered Notes will mature; (iii) the denominations in which
the Offered Notes are authorized to be issued; and (iv) any other terms or
provisions relating to such Offered Notes which are not inconsistent with the
provisions of the Mortgage.
FORM AND EXCHANGES
Unless otherwise specified in the Prospectus Supplement, the Offered Notes
will be issuable in registered form without coupons. Offered Notes will be
exchangeable without charge, other than for applicable stamp taxes or other
governmental charges, for other Offered Notes of the same or different
authorized denominations, in each case for a like aggregate principal amount of
Offered Notes having the same issue date with identical terms and provisions,
unless otherwise specified in the Prospectus Supplement. Offered Notes may be
transferred without charge, other than for applicable stamp taxes or other
governmental charges, unless otherwise specified in the Prospectus Supplement.
Reference is made to the Prospectus Supplement for additional requirements as to
the form and method of exchange of the Offered Notes. Additionally, Offered
Notes may be represented in whole or in part by global notes and, if so
represented, ownership of beneficial interests in such global notes will be
shown on, and transfers thereof will be effected only through, records
maintained by a designated depository and its participants.
INTEREST AND PAYMENT
Reference is made to the Prospectus Supplement for the interest rate or
rates (which may be either fixed or variable) and/or the method of determination
of such rate or rates of the Offered Notes and the date or dates on which such
interest is payable. Unless otherwise specified in the Prospectus Supplement,
principal and interest are payable at Chemical Bank, 450 W. 33rd Street, New
York, New York 10001.
REDEMPTION
Reference is made to the Prospectus Supplement and to "Replacement Fund"
below.
REPLACEMENT FUND
The Company is required to deposit with the Trustee annually, for a
Replacement Fund, the sum of the replacement requirements (as defined) for all
years beginning with 1949 and ending with the last calendar year preceding the
date of the deposit, after deducting therefrom (1) the aggregate original cost
of all fixed property (electric) retired during such period, which amount shall
not exceed the aggregate of the gross amounts of additional property (electric)
acquired or constructed by the Company during the same period; and (2) the
aggregate amount of cash theretofore deposited by the Company with the Trustee,
or which would have been required to be so deposited except for permitted
reductions, under the Replacement Fund.
4
<PAGE> 16
The "replacement requirement" in respect of any year is 2 1/2% of the
average "amount of depreciable fixed property" (electric) as at the beginning
and end of such year but shall not exceed the depreciation or retirement charges
permitted by any governmental authority, or the amount deductible as
depreciation or similar expense for Federal income tax purposes. The "amount of
depreciable fixed property" (electric) is the amount by which the sum of
$192,913,385, plus the aggregate gross amount of all depreciable additional
property (electric) acquired or constructed by the Company from January 1, 1949
to the date as of which such amount is determined, exceeds the original cost of
all depreciable fixed property (electric) retired during such period or released
from the lien of the Mortgage.
Upon application of the Company, the amount of cash at any time required to
be deposited in the Replacement Fund may be reduced, and any cash previously so
deposited and then held by the Trustee may be withdrawn, (1) in an amount equal
to 150% of the principal amount of Bonds previously authenticated and delivered
under the Mortgage, or refundable prior lien bonds, which shall be deposited
with the Trustee and on the basis of which the Company would otherwise have been
entitled to the authentication and delivery of additional Bonds; and (2) in an
amount equal to 150% of the principal amount of Bonds to the authentication and
delivery of which the Company would otherwise be entitled on the basis of
additional property (electric).
Upon application of the Company, the Trustee shall apply cash deposited in
the Replacement Fund (and not theretofore withdrawn by the Company) to the
payment, purchase or redemption of Bonds issued under the Mortgage or to the
purchase of refundable prior lien bonds.
The Company has never deposited any cash with the Trustee pursuant to the
Replacement Fund. If any cash should be deposited in the future, the Company has
agreed not to apply such cash to the redemption of the Notes as long as any of
the Bonds presently outstanding remain outstanding.
SECURITY
The Mortgage creates a continuing lien to secure the payment of the
principal of, and interest on, all Bonds issued thereunder, which are in all
respects equally and ratably secured without preference, priority or
distinction. The lien of the Mortgage covers substantially all of the properties
(real, personal and mixed) and franchises of the Company, whether now owned or
hereafter acquired, with certain exceptions including certain after-acquired
non-electric properties, cash, accounts receivable, choses in action,
inventories of materials and supplies, merchandise held for sale, securities
held by the Company, certain after-acquired property not useful in the Company's
electric business and certain after-acquired franchises.
The lien of the Mortgage is subject to certain permitted liens and to liens
which may exist upon properties acquired subsequent to the making of the
Mortgage to the extent of the amounts of prior lien bonds secured by such
properties (which shall not exceed 75% of the cost or value thereof) and
additions thereto.
ISSUANCE OF ADDITIONAL BONDS
The aggregate amount of Bonds which may be issued under the Mortgage is
unlimited. The Bonds of each series shall be of such denominations, date,
maturity and interest rate, and may have such redemption or sinking fund
provisions and such other terms as the Company may determine.
Subject to the provisions of the Mortgage, additional Bonds may be
authenticated and delivered in an aggregate principal amount not exceeding (1)
the amount of cash deposited with the Trustee therefor, (2) the amount of
previously authenticated and delivered Bonds and/or refundable prior lien bonds
retired or to be retired and which, with certain exceptions, are deposited with
the Trustee therefor, or (3) as to additional property (electric) certified to
the Trustee subsequent to February 18, 1949, 66 2/3% of the aggregate of the net
amounts thereof.
No additional Bonds may be authenticated and delivered under the Mortgage,
other than certain types of refunding Bonds, unless the Company's available net
earnings for twelve consecutive calendar months within the fifteen calendar
months immediately preceding shall have been at least twice the amount of the
annual interest charges on all Bonds outstanding under the Mortgage, including
the Bonds applied for, and on all outstanding prior lien bonds not held by the
Trustee under the Mortgage.
5
<PAGE> 17
The Company may not apply for the authentication and delivery of any Bonds
(1) in an aggregate principal amount exceeding $26 million on the basis of
additional property (electric) acquired or constructed prior to January 1, 1949,
or (2) on the basis of Bonds or prior lien bonds paid, purchased or redeemed
prior to February 1, 1949; and the Company may not certify any additional
property (electric) which is subject to the lien of any prior lien bonds for the
purpose of establishing such prior lien bonds as refundable if the aggregate
principal amount of such prior lien bonds exceeds 66 2/3% of the net amount of
such additional property subject to the lien of such prior lien bonds.
RELEASE PROVISIONS
The Mortgage permits the Company to dispose of certain property and take
certain other actions without release by the Trustee, and permits mortgaged
property to be released upon the deposit of cash or equivalent consideration
equal to the value of the property to be released. The Mortgage contains
provisions under which, in certain events and within certain limitations, cash
received by the Trustee (other than for the Replacement Fund or as the basis for
the issuance of Bonds) shall be paid out by the Trustee upon application of the
Company.
Cash deposited with the Trustee for the Replacement Fund may be withdrawn
by the Company as outlined under the subcaption "Replacement Fund" above. Cash
deposited with the Trustee as the basis for the issuance of Bonds may be
withdrawn by the Company, upon application to the Trustee, in an amount equal to
the aggregate principal amount of any Bonds, the authentication and delivery of
which the Company shall have become entitled to on the basis of additional
property (electric), on the basis of Bonds previously authenticated and
delivered, or on the basis of refundable prior lien bonds.
AMENDMENTS OF MORTGAGE
Amendments of the Mortgage may be made with the consent of the holders of
66 2/3% of the Bonds; but no amendment shall affect the terms of payment of the
principal at maturity of, or the interest or premium on, any Bond or affect the
rights of Bondholders to sue to enforce any such payment at maturity, or reduce
the percentage required to effect a valid amendment; nor shall any amendment
affect the rights under the Mortgage of the holders of less than all of the
series of Bonds outstanding unless consented to by the holders of 66 2/3% of the
Bonds of each of the series so affected.
The covenants to be included in the supplemental indenture for the Notes
will be solely for the benefit of holders of such Notes and may be modified by
written consent or affirmative vote of holders of 66 2/3% of such Notes
outstanding without the consent of Bondholders of any other series.
DEFAULT
The Trustee may, and upon written request by the holders of not less than a
majority of the outstanding Bonds shall, declare the principal of all
outstanding Bonds due upon the happening of any of the events of default
specified in the Mortgage, but the holders of a majority of the outstanding
Bonds may waive such default and rescind any declaration if such default has
been cured. The Trustee is under no obligation to exercise any of its powers at
the request of any of the holders of the Bonds unless such Bondholders have
offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby. The holders
of a majority in principal amount of the Bonds outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, and the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with any such direction.
Events of default are defined in the Mortgage as including (a) default in
the payment of principal, (b) default for 60 days in the payment of interest,
(c) default in the performance of any other covenants in the Mortgage continuing
for a period of 60 days after notice by the Trustee or by the holders of not
less than 10% in principal amount of the Bonds then outstanding, and (d) certain
events in bankruptcy or insolvency. The Company is required to furnish annually
to the Trustee a certificate in respect of compliance or non-compliance by the
Company with the covenants of the Mortgage.
6
<PAGE> 18
CONCERNING THE TRUSTEE
The Trustee, Chemical Bank, is a participant in the Company's $355 million
credit facility under which Chemical Bank's commitment is $25 million.
PLAN OF DISTRIBUTION
The Company may sell the Notes being offered hereby: (i) directly to
purchasers, (ii) through agents, (iii) through underwriters, (iv) through
dealers, or (v) through a combination of any such methods of sale.
The distribution of the Notes may be effected from time to time in one or
more transactions: (i) at a fixed price or prices, which may be changed, (ii) at
market prices prevailing at the time of sale, (iii) at prices related to such
prevailing market prices, or (iv) at negotiated prices.
Offers to purchase the Notes may be solicited directly by the Company or by
agents designated by the Company from time to time. Any such agent, which may be
deemed to be an underwriter as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), involved in the offer or sale of the
Notes in respect of which this Prospectus is delivered will be named, and any
commissions payable by the Company to such agent will be set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment. Agents may engage in transactions with or perform services for the
Company in the ordinary course of business.
If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction
will be set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Notes in respect of which this Prospectus is
delivered to the public.
If a dealer is utilized in the sale of the Notes in respect of which this
Prospectus is delivered, the Company will sell such Notes to the dealer, as
principal. The dealer may then resell such Notes to the public at varying prices
to be determined by such dealer at the time of resale.
Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the Company, to indemnification
against certain civil liabilities, including liabilities under the Securities
Act.
7
<PAGE> 19
EXPERTS
The financial statements included in the Company's annual report on Form
10-K, which are incorporated herein by reference, have been audited by Deloitte
& Touche LLP, as stated in their report appearing therein, and are incorporated
herein in reliance upon such report given upon the authority of that firm as
experts in accounting and auditing.
LEGAL OPINIONS
The validity of the Notes will be passed upon for the Company by Steve C.
Griffith, Jr., Esq., Charlotte, North Carolina, and by Dewey Ballantine, New
York, New York, and for the agents or underwriters by Brown & Wood, New York,
New York. In giving their opinions Dewey Ballantine and Brown & Wood may rely as
to matters of local law upon the opinion of Mr. Griffith, who is a Director and
Vice Chairman of the Board and the General Counsel of the Company. Mr. Griffith
owns 43,668 shares of Common Stock of the Company, including 42,498 shares held
under the Stock Purchase-Savings Program for Employees and the Employees' Stock
Ownership Plan.
------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH AN OFFER MADE BY THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OTHER PERSON, UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY
OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
8
<PAGE> 20
L O G O
<PAGE> 21
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (ESTIMATED):
<TABLE>
<S> <C>
SEC Filing Fee*................................................ $ 26,897
Trustee Fees................................................... 20,000
Printing and Engraving Costs................................... 20,000
Legal Fees and Expenses........................................ 40,000
Accounting Fees................................................ 6,000
Blue Sky Fees and Expenses..................................... 3,500
Rating Agency Fees............................................. 50,500
Miscellaneous.................................................. 3,103
--------
Total................................................ $170,000
========
</TABLE>
- ---------------
* Actual
ITEM 15. 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 Securities Act of 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
Act.
ITEM 16. EXHIBITS.
Exhibits filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
5 -- Opinion of Steve C. Griffith, Jr., Esq.
12 -- Computation of Ratio of Earnings to Fixed Charges.
23(A) -- Independent Auditors' Consent.
23(B) -- Consent of Steve C. Griffith, Jr., Esq. (included in Exhibit 5).
23(C) -- Consent of Dewey Ballantine.
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>
Exhibits incorporated herein by reference:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
1 -- Form of Distribution Agreement relating to the Notes (filed with Form
S-3, File No. 33-33839, effective April 5, 1990, as Exhibit 1).
4-A-1 -- Form of the Fixed Rate Notes will be substantially as set forth on pages
12 through 19 and the form of the Floating Rate Notes will be
substantially as set forth on pages 20 through 32 of Exhibit 4-B-60
hereto.
4-B-1 -- First and Refunding Mortgage from registrant to Guaranty Trust Company
of New York, Trustee, dated as of December 1, 1927 (filed with Form
S-1, File No. 2-7224, effective October 15, 1947, as Exhibit 7(a)).
4-B-2 -- Supplemental Indenture, dated as of March 12, 1930, supplementing said
Mortgage (filed with Form S-1, File No. 2-7224, effective October 15,
1947, as Exhibit 7(b)).
</TABLE>
II-1
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
4-B-3 -- Supplemental Indenture, dated as of July 1, 1935, supplementing said
Mortgage (filed with Form S-1, File No. 2-7224, effective October 15,
1947, as Exhibit 7(c)).
4-B-4 -- Supplemental Indenture, dated as of December 1, 1935, supplementing said
Mortgage (filed with Form S-1, File No. 2-7224, effective October 15,
1947, as Exhibit 7(d)).
4-B-5 -- Supplemental Indenture, dated as of September 1, 1936, supplementing
said Mortgage (filed with Form S-1, File No. 2-7224, effective October
15, 1947, as Exhibit 7(e)).
4-B-6 -- Supplemental Indenture, dated as of January 1, 1941, supplementing said
Mortgage (filed with Form S-1, File No. 2-7224, effective October 15,
1947, as Exhibit 7(f)).
4-B-7 -- Supplemental Indenture, dated as of April 1, 1944, supplementing said
Mortgage (filed with Form S-1, File No. 2-7224, effective October 15,
1947, as Exhibit 7(g)).
4-B-8 -- Supplemental Indenture, dated as of September 1, 1947, supplementing
said Mortgage (filed with Form S-1, File No. 2-7224, effective October
15, 1947, as Exhibit 7(h)).
4-B-9 -- Supplemental Indenture, dated as of September 8, 1947, supplementing
said Mortgage (filed with Form S-1, File No. 2-10401, effective August
21, 1953, as Exhibit 4-B-9).
4-B-10 -- Supplemental Indenture, dated as of February 1, 1949, supplementing said
Mortgage (filed with Form S-1, File No. 2-7808, effective February 3,
1949, as Exhibit 7(j)).
4-B-11 -- Supplemental Indenture, dated as of March 1, 1949, supplementing said
Mortgage (filed with Form S-1, File No. 2-8877, effective April 6,
1951, as Exhibit 7(k)).
4-B-12 -- Supplemental Indenture, dated as of April 1, 1951, supplementing said
Mortgage (filed with Form S-1, File No. 2-8877, effective April 6,
1951, as Exhibit 7(l)).
4-B-13 -- Supplemental Indenture, dated as of September 1, 1953, supplementing
said Mortgage (filed with Form S-1, File No. 2-10401, effective August
21, 1953, as Exhibit 4-B-13).
4-B-14 -- Supplemental Indenture, dated as of October 1, 1954, supplementing said
Mortgage (filed with Form S-9, File No. 2-11297, effective December
30, 1954, as Exhibit 2-B-14).
4-B-15 -- Supplemental Indenture, dated as of January 1, 1955, supplementing said
Mortgage (filed with Form S-9, File No. 2-11297, effective December
30, 1954, as Exhibit 2-B-15).
4-B-16 -- Supplemental Indenture, dated as of May 1, 1956, supplementing said
Mortgage (filed with Form S-9, File No. 2-12402, effective April 26,
1956, as Exhibit 2-B-16).
4-B-17 -- Supplemental Indenture, dated as of January 1, 1960, supplementing said
Mortgage (filed with Form 10, effective June 29, 1961, as Exhibit
3-B-18).
4-B-18 -- Supplemental Indenture, dated as of February 1, 1960, supplementing said
Mortgage (filed with Form 10, effective June 29, 1961, as Exhibit
3-B-19).
4-B-19 -- Supplemental Indenture, dated as of February 1, 1962, supplementing said
Mortgage (filed with Form S-9, File No. 2-20577, effective August 16,
1962, as Exhibit 2-B-20).
4-B-20 -- Supplemental Indenture, dated as of August 1, 1962, supplementing said
Mortgage (filed with Form S-1, File No. 2-25367, effective August 23,
1966, as Exhibit 4-B-19).
4-B-21 -- Supplemental Indenture, dated as of June 15, 1964, supplementing said
Mortgage (filed with Form S-1, File No. 2-25367, effective August 23,
1966, as Exhibit 4-B-20).
4-B-22 -- Supplemental Indenture, dated as of February 1, 1965, supplementing said
Mortgage (filed with Form S-1, File No. 2-25367, effective August 23,
1966, as Exhibit 4-B-21).
</TABLE>
II-2
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
4-B-23 -- Supplemental Indenture, dated as of April 1, 1967, supplementing said
Mortgage (filed with Form S-9, File No. 2-28023, effective February
15, 1968, as Exhibit 2-B-25).
4-B-24 -- Supplemental Indenture, dated as of February 1, 1968, supplementing said
Mortgage (filed with Form S-9, File No. 2-31304, effective January 21,
1969, as Exhibit 2-B-26).
4-B-25 -- Supplemental Indenture, dated as of February 1, 1969, supplementing said
Mortgage (filed with Form S-7, File No. 2-34289, effective August 27,
1969, as Exhibit 2-B-27).
4-B-26 -- Supplemental Indenture, dated as of September 1, 1969, supplementing
said Mortgage (filed with Form S-7, File No. 2-36095, effective
February 16, 1970, as Exhibit 2-B-39).
4-B-27 -- Supplemental Indenture, dated as of March 1, 1970, supplementing said
Mortgage (filed with Form S-7, File No. 2-37953, effective July 28,
1970, as Exhibit 2-B-42).
4-B-28 -- Supplemental Indenture, dated as of August 1, 1970, supplementing said
Mortgage (filed with Form S-7, File No. 2-39451, effective March 4,
1971, as Exhibit 2-B-28).
4-B-29 -- Supplemental Indenture, dated as of March 1, 1971, supplementing said
Mortgage (filed with Form S-7, File No. 2-42404, effective December 7,
1971, as Exhibit 2-B-29).
4-B-30 -- Supplemental Indenture, dated as of December 1, 1971, supplementing said
Mortgage (filed with Form S-7, File No. 2-43122, effective March 7,
1972, as Exhibit 2-B-30).
4-B-31 -- Supplemental Indenture, dated as of April 1, 1972, supplementing said
Mortgage (filed with Form S-7, File No. 2-46208, effective November
20, 1972, as Exhibit 2-B-31).
4-B-32 -- Supplemental Indenture, dated as of December 1, 1972, supplementing said
Mortgage (filed with Form S-7, File No. 2-48058, effective June 5,
1973, as Exhibit 2-B-32).
4-B-33 -- Supplemental Indenture, dated as of June 1, 1973, supplementing said
Mortgage (filed with Form S-7, File No. 2-49333, effective November 5,
1973, as Exhibit 2-B-33).
4-B-34 -- Supplemental Indenture, dated as of November 1, 1973, supplementing said
Mortgage (filed with Form S-7, File No. 2-50493, effective April 25,
1974, as Exhibit 2-B-34).
4-B-35 -- Supplemental Indenture, dated as of May 1, 1974, supplementing said
Mortgage (filed with Form S-7, File No. 2-52669, effective February
11, 1975, as Exhibit 2-B-35).
4-B-36 -- Supplemental Indenture, dated as of February 1, 1975, supplementing said
Mortgage (filed with Form S-7, File No. 2-57118, effective October 5,
1976, as Exhibit 2-B-36).
4-B-37 -- Supplemental Indenture, dated as of July 1, 1975, supplementing said
Mortgage (filed with Form S-7, File No. 2-57118, effective October 5,
1976, as Exhibit 2-B-37).
4-B-38 -- Supplemental Indenture, dated as of October 1, 1976, supplementing said
Mortgage (filed with Form S-7, File No. 2-59494, effective August 10,
1977, as Exhibit 2-B-38).
4-B-39 -- Supplemental Indenture, dated as of September 1, 1977, supplementing
said Mortgage (filed with Form S-7, File No. 2-61995, effective July
26, 1978, as Exhibit 2-B-39).
4-B-40 -- Supplemental Indenture, dated as of August 1, 1978, supplementing said
Mortgage (filed with Form S-7, File No. 2-64541, effective June 7,
1979, as Exhibit 2-B-40).
</TABLE>
II-3
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
4-B-41 -- Supplemental Indenture, dated as of June 1, 1979, supplementing said
Mortgage (filed with Form S-7, File No. 2-65371, effective October 2,
1979, as Exhibit 2-B-41).
4-B-42 -- Supplemental Indenture, dated as of October 1, 1979, supplementing said
Mortgage (filed with Form S-7, File No. 2-66659, effective March 12,
1980, as Exhibit 2-B-42).
4-B-43 -- Supplemental Indenture, dated as of March 1, 1980, supplementing said
Mortgage (filed with Form S-16, File No. 2-68571, effective August 19,
1980, as Exhibit 2-B-43).
4-B-44 -- Supplemental Indenture, dated as of August 1, 1980, supplementing said
Mortgage (filed with Form S-16, File No. 2-75951, effective February
23, 1982, as Exhibit 2-B-44).
4-B-45 -- Supplemental Indenture, dated as of March 1, 1982, supplementing said
Mortgage (filed with Form S-3, File No. 2-78882, effective August 30,
1982, as Exhibit 4-B-45).
4-B-46 -- Supplemental Indenture, dated as of September 1, 1982, supplementing
said Mortgage (filed with Form S-3, File No. 2-95931, effective April
1, 1985, as Exhibit 4-B-46).
4-B-47 -- Supplemental Indenture, dated as of May 1, 1983, supplementing said
Mortgage (filed with Form S-3, File No. 2-95931, effective April 1,
1985, as Exhibit 4-B-47).
4-B-48 -- Supplemental Indenture, dated as of September 1, 1983, supplementing
said Mortgage (filed with Form S-3, File No. 2-95931, effective April
1, 1985, as Exhibit 4-B-48).
4-B-49 -- Supplemental Indenture, dated as of September 1, 1984, supplementing
said Mortgage (filed with Form S-3, File No. 2-95931, effective April
1, 1985, as Exhibit 4-B-49).
4-B-50 -- Supplemental Indenture, dated as of March 1, 1985, supplementing said
Mortgage (filed with Form S-3, File No. 2-95931, effective April 1,
1985, as Exhibit 4-B-50).
4-B-51 -- Supplemental Indenture, dated as of December 1, 1985, supplementing said
Mortgage (filed with Form S-3, File No. 33-5163, effective May 2,
1986, as Exhibit 4-B-51).
4-B-52 -- Supplemental Indenture, dated as of April 1, 1986, supplementing said
Mortgage (filed with Form S-3, File No. 33-5163, effective May 2,
1986, as Exhibit 4-B-52).
4-B-53 -- Supplemental Indenture, dated as of May 1, 1986, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1986,
File No. 1-4928, as Exhibit 4-B-53).
4-B-54 -- Supplemental Indenture, dated as of June 1, 1986, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1986,
File No. 1-4928, as Exhibit 4-B-54).
4-B-55 -- Supplemental Indenture, dated as of February 1, 1987, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1986,
File No. 1-4928, as Exhibit 4-B-55).
4-B-56 -- Supplemental Indenture, dated as of February 15, 1987, supplementing
said Mortgage (filed with Form 10-K for the year ended December 31,
1986, File No. 1-4928, as Exhibit 4-B-56).
4-B-57 -- Supplemental Indenture, dated as of March 1, 1987, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1986,
File No. 1-4928, as Exhibit 4-B-57).
4-B-58 -- Supplemental Indenture, dated as of October 1, 1987, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1987,
File No. 1-4928, as Exhibit 4-B-58).
</TABLE>
II-4
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
4-B-59 -- Supplemental Indenture, dated as of February 1, 1990, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1989,
File No. 1-4928, as Exhibit 4-B-59).
4-B-60 -- Supplemental Indenture, dated as of March 1, 1990, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1990,
File No. 1-4928, as Exhibit 4-B-60).
4-B-61 -- Supplemental Indenture, dated as of May 1, 1990, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1990,
File No. 1-4928, as Exhibit 4-B-61).
4-B-62 -- Supplemental Indenture, dated as of May 15, 1990, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1990,
File No. 1-4928, as Exhibit 4-B-62).
4-B-63 -- Supplemental Indenture, dated as of March 1, 1991, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1990,
File No. 1-4928, as Exhibit 4-B-63).
4-B-64 -- Supplemental Indenture, dated as of July 1, 1991, supplementing said
Mortgage (filed with Form S-3, File No. 33-45501, effective February
13, 1992, as Exhibit 4-B-64).
4-B-65 -- Supplemental Indenture, dated as of December 1, 1991, supplementing said
Mortgage (filed with Form S-3, File No. 33-45501, effective February
13, 1992, as Exhibit 4-B-65).
4-B-66 -- Supplemental Indenture, dated as of March 1, 1992, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1991,
File No. 1-4928, as Exhibit 4-B-66).
4-B-67 -- Supplemental Indenture, dated as of June 1, 1992, supplementing said
Mortgage (filed with Form S-3, File No. 33-50592, effective August 11,
1992, as Exhibit 4-B-67).
4-B-68 -- Supplemental Indenture, dated as of July 1, 1992, supplementing said
Mortgage (filed with Form S-3, File No. 33-50592, effective August 11,
1992, as Exhibit 4-B-68).
4-B-69 -- Supplemental Indenture, dated as of September 1, 1992, supplementing
said Mortgage (filed with Form S-3, File No. 33-53308, effective
November 24, 1992, as Exhibit 4-B-69).
4-B-70 -- Supplemental Indenture, dated as of February 1, 1993, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1992,
File No. 1-4928, as Exhibit 4-B-70).
4-B-71 -- Supplemental Indenture, dated as of March 1, 1993, supplementing said
Mortgage (filed with Form S-3, File No. 33-59448, effective March 17,
1993, as Exhibit 4-B-71).
4-B-72 -- Supplemental Indenture, dated as of April 1, 1993, supplementing said
Mortgage (filed with Form S-3, File No. 33-50543, effective October
20, 1993, as Exhibit 4-B-72).
4-B-73 -- Supplemental Indenture, dated as of May 1, 1993, supplementing said
Mortgage (filed with Form S-3, File No. 33-50543, effective October
20, 1993, as Exhibit 4-B-73).
4-B-74 -- Supplemental Indenture, dated as of June 1, 1993, supplementing said
Mortgage (filed with Form S-3, File No. 33-50543, effective October
20, 1993, as Exhibit 4-B-74).
4-B-75 -- Supplemental Indenture, dated as of July 1, 1993, supplementing said
Mortgage (filed with Form S-3, File No. 33-50543, effective October
20, 1993, as Exhibit 4-B-75).
4-B-76 -- Supplemental Indenture, dated as of August 1, 1993, supplementing said
Mortgage (filed with Form S-3, File No. 33-50543, effective October
20, 1993, as Exhibit 4-B-76).
</TABLE>
II-5
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
4-B-77 -- Supplemental Indenture, dated as of August 20, 1993, supplementing said
Mortgage (filed with Form S-3, File No. 33-50543, effective October
20, 1993, as Exhibit 4-B-77).
4-B-78 -- Supplemental Indenture, dated as of May 1, 1994, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1994,
File No. 1-4928, as Exhibit 4-B-78).
4-B-79 -- Supplemental Indenture, dated as of November 1, 1994, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1994,
File No. 1-4928, as Exhibit 4-B-79).
4-B-80 -- Supplemental Indenture, dated as of August 1, 1995, supplementing said
Mortgage (filed with Form 10-K for the year ended December 31, 1995,
File No. 1-4928, as Exhibit 4-B-80).
4-C -- Instrument of Resignation, Appointment and Acceptance among the
registrant, Morgan Guaranty Trust Company of New York, as Trustee, and
Chemical Bank, as Successor Trustee, dated as of August 30, 1994
(filed with Form 10-K for the year ended December 31, 1994, File No.
1-4928, as Exhibit 4-C).
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 this 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 this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this 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
herein, 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.
II-6
<PAGE> 27
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the indemnification provisions described in Item 15 above or in
contractual arrangements pursuant thereto, 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
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 Act and will be governed by the final adjudication of
such issue.
II-7
<PAGE> 28
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-3 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 17TH DAY OF APRIL, 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>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------
<S> <C> <C>
W. H. GRIGG Chairman of the Board and April 17, 1996
Chief Executive Officer
(Principal Executive Officer)
RICHARD J. OSBORNE Senior Vice President and April 17, 1996
Chief Financial Officer
(Principal Financial Officer)
JEFFREY L. BOYER Controller (Principal April 17, 1996
Accounting Officer)
G. ALEX BERNHARDT
CRANDALL C. BOWLES
ROBERT J. BROWN
W. A. COLEY
STEVE C. GRIFFITH, JR.
W. H. GRIGG
GEORGE DEAN JOHNSON, JR. A majority of the Directors April 17, 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
II-8
<PAGE> 29
EXHIBIT 12
DUKE POWER COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Earnings Before Income Taxes............................... $1,180,979 $1,035,895 $1,036,392 $ 812,053 $ 876,641
Fixed Charges.............................................. 299,633 278,117 281,428 326,575 310,030
---------- ---------- ---------- ---------- ----------
Total.......................................... $1,480,612 $1,314,012 $1,317,820 $1,138,628 $1,186,671
========= ========= ========= ========= =========
Fixed Charges
Interest on long-term debt............................. $ 253,058 $ 237,063 $ 243,047 $ 257,149 $ 269,419
Other interest......................................... 21,143 16,814 17,704 47,239 23,947
Amortization of debt discount,
premium, and expense................................. 16,239 16,340 13,300 8,497 5,243
Interest component of rentals.......................... 9,193 7,900 7,377 13,690 11,421
---------- ---------- ---------- ---------- ----------
Fixed Charges.................................. $ 299,633 $ 278,117 $ 281,428 $ 326,575 $ 310,030
========= ========= ========= ========= =========
Ratio of Earnings to Fixed Charges......................... 4.94 4.72 4.68 3.49 3.83
</TABLE>
II-9
<PAGE> 30
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to Registration Statement No. 33-50715 on Form S-3 of Duke Power Company
and to the incorporation by reference in this Registration Statement on Form S-3
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 and to the reference to us under the heading "Experts" in the Prospectus
which is a part of these Registration Statements.
DELOITTE & TOUCHE LLP
- ----------------------
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
April 17, 1996
II-10
<PAGE> 31
EXHIBIT 23(B)
CONSENT OF COUNSEL
The consent of Steve C. Griffith, Jr., Esq. is contained in his opinion
filed as Exhibit 5 to this Registration Statement.
II-11
<PAGE> 32
EXHIBIT 23(C)
We hereby consent to the reference to our firm under the heading "Legal
Opinions" in the Prospectus forming a part of this Registration Statement. In
giving such consent we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
thereunder.
DEWEY BALLANTINE
- -------------------
DEWEY BALLANTINE
New York, New York
April 17, 1996
II-12
<PAGE> 33
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- --------------------- ------------------------------------------------------------------------
<S> <C>
5 -- Opinion of Steve C. Griffith, Jr., Esq.
12 -- Computation of Ratio of Earnings to Fixed Charges (see page II-9 of
Registration Statement).
23(A) -- Independent Auditors' Consent (see page II-10 of Registration
Statement).
23(B) -- Consent of Steve C. Griffith, Jr., Esq. (included in Exhibit 5 -- see
page II-11 of Registration Statement).
23(C) -- Consent of Dewey Ballantine (see page II-12 of Registration Statement).
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> 1
EXHIBIT 5
April 17, 1996
Duke Power Company
422 South Church Street
Charlotte, North Carolina 28242
Dear Sirs:
With reference to the filing by Duke Power Company (the Company) of a
Registration Statement on Form S-3 with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the proposed issuance
and sale of an additional $78,000,000 principal amount of First and Refunding
Mortgage Bonds, Medium-Term Notes Series (the New Bonds), by the Company, I
hereby advise you as follows:
As General Counsel for the Company, I am familiar with the Articles of
Incorporation and the By-Laws of the Company, both as amended to date, the
Supplemental Indenture, dated as of March 1, 1990 (the Supplemental Indenture)
supplementing the First and Refunding Mortgage, dated as of December 1, 1927,
from the Company to Guaranty Trust Company of New York (now Morgan Guaranty
Trust Company of New York), as trustee (Chemical Bank, Successor Trustee), as
heretofore supplemented and amended (the First and Refunding Mortgage), and have
made such examination of corporate records and proceedings and other documents
and questions of law as I have considered necessary for the purposes of this
opinion.
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of North Carolina;
(2) Upon (a) the Registration Statement under the Securities Act of
1933, as amended, with respect to the New Bonds becoming effective; (b) the
execution, authentication and delivery of the New Bonds in accordance with
the resolutions adopted by the Board of Directors of the Company, and in
accordance with the
<PAGE> 2
provisions of the First and Refunding Mortgage as supplemented by the
Supplemental Indenture; and (c) the issuance and sale of the New Bonds in
accordance with the provisions of an appropriate order of the North
Carolina Utilities Commission and an appropriate order of The Public
Service Commission of South Carolina relating thereto, the New Bonds will
be valid, binding and legal obligations of the Company in accordance with
their terms, except as limited by bankruptcy, insolvency or other laws
affecting the enforcement of mortgagees' and other creditors' rights.
Further, I am of the opinion, except as stated above, and other than in
connection with or in compliance with the provisions of the securities or blue
sky laws of any jurisdiction of the United States or Canadian Province, that no
consent of any governmental authority is necessary for the issuance and sale by
the Company of the New Bonds.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement in connection
with the issuance of the New Bonds, and I also consent to the use of my name and
the reference made to me under the caption "Legal Opinions" in the Prospectus
constituting a part of the Registration Statement.
Very truly yours,
STEVE C. GRIFFITH, JR.
---------------------------
STEVE C. GRIFFITH, JR.
2
<PAGE> 1
EXHIBIT 24(A)
DUKE POWER COMPANY
POWER OF ATTORNEY
a maximum of $78,000,000 principal amount
of First and Refunding Mortgage Bonds
to be issued as Medium-Term Notes
(Securities)
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, 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 a Registration Statement of said Duke Power Company on Form S-3 and
any and all amendments thereto for the purpose of registering under the
Securities Act of 1933 the Securities, 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 27th day of February, 1996.
DUKE POWER COMPANY
By W. H. GRIGG
_____________________________________
Chairman and Chief Executive Officer
(Corporate Seal)
ATTEST:
ROBERT T. LUCAS III
________________________________
Assistant Secretary
<PAGE> 2
W. H. GRIGG Chairman and Chief Executive Officer
- -------------------------- (Principal Executive Officer and Director)
W. H. GRIGG
RICHARD J. OSBORNE Senior Vice President and Chief Financial
- -------------------------- Officer (Principal Financial Officer)
RICHARD J. OSBORNE
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.
(Director)
- --------------------------
PAUL H. HENSON
GEORGE DEAN JOHNSON, JR. (Director)
- --------------------------
GEORGE DEAN JOHNSON, JR.
2
<PAGE> 3
(Director)
- ---------------------------
JAMES V. JOHNSON
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
3
<PAGE> 1
EXHIBIT 24(B)
DUKE POWER COMPANY
-----------
CERTIFICATE
$78,000,000 principal amount
First and Refunding Mortgage Bonds,
Medium-Term Notes Series
(the Securities)
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
Securities, 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 17th day of April, 1996.
ROBERT T. LUCAS III
-----------------------------
Assistant Secretary
[Corporate Seal]
<PAGE> 2
[EXTRACT FROM THE MINUTES OF THE MEETING OF THE
BOARD OF DIRECTORS OF DUKE POWER COMPANY
HELD ON FEBRUARY 27, 1996]
FURTHER RESOLVED, that each officer and director who may be required to
execute such Registration Statement or any amendments thereto (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 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 power to act with or without the others 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.
* * *
2
