<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1996
POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 333-02571
POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-50543
PRE-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-14209
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
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 OFFICER DEWEY BALLANTINE
422 SOUTH CHURCH STREET 1301 AVENUE OF THE AMERICAS
CHARLOTTE, NORTH CAROLINA 28242-0001 NEW YORK, NEW YORK 10019-6092
TELEPHONE NO. 704-382-5159 TELEPHONE NO. 212-259-7700
</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
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
First and Refunding Mortgage Bonds; Debt Securities........... $1,000,000,000(1)(2) $100(3)(4)
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$1,000,000,000. If any such securities are issued at an original issue
discount, then the aggregate initial offering price as so discounted shall
not exceed $1,000,000,000, notwithstanding that the stated principal amount
of such securities may exceed such amount.
(2) Subject to footnote (1), there are being registered hereunder an
indeterminate principal amount of First and Refunding Mortgage Bonds and an
indeterminate principal amount of unsecured debt securities ("Debt
Securities"), such Debt Securities to consist of an indeterminate principal
amount of Senior Notes and an indeterminate principal amount of Subordinated
Debentures, as may be sold at indeterminate prices, from time to time, by
the Registrant.
(3) The minimum registration fee prescribed by Section 6(b) of the Securities
Act of 1933 is being paid because, as explained below, the registration fee
applicable for a maximum aggregate offering price of $1,000,000,000 of First
and Refunding Mortgage Bonds has heretofore been paid.
(4) Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus which is part of this Registration
Statement constitutes a combined Prospectus which also relates to
Post-Effective Amendment No. 3 to Registration Statement No. 333-02571,
previously filed by the Registrant on Form S-3, as to which First and
Refunding Mortgage Bonds having an aggregate offering price of $700,000,000
(for which a registration fee of $241,381 was paid) remain unsold and to
Post-Effective Amendment No. 4 to Registration Statement No. 33-50543,
previously filed by the Registrant on Form S-3, as to which First and
Refunding Mortgage Bonds having an aggregate offering price of $300,000,000
(for which a registration fee of $93,750 was paid) remain unsold. Each such
Post-Effective Amendment shall become effective concurrently with the
effectiveness of this Registration Statement in accordance with Section 8(c)
of the Securities Act of 1933.
Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus which is part of this Registration
Statement constitutes a combined Prospectus which also relates to Post-Effective
Amendment No. 3 to Registration Statement No. 333-02571, previously filed by the
Registrant on Form S-3, as to which First and Refunding Mortgage Bonds having an
aggregate offering price of $700,000,000 (for which a registration fee of
$241,381 was paid) remain unsold and to Post-Effective Amendment No. 4 to
Registration Statement No. 33-50543, previously filed by the Registrant on Form
S-3, as to which First and Refunding Mortgage Bonds having an aggregate offering
price of $300,000,000 (for which a registration fee of $93,750 was paid) remain
unsold. Each such Post-Effective Amendment shall 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
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Exhibits filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ---------------------
<S> <C>
</TABLE>
<TABLE>
<S> <C>
25-B -- Statement of Eligibility of the Trustee on Form T-1 of The Chase
Manhattan Bank relating to the Senior Notes.
</TABLE>
II-1
<PAGE> 3
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 18TH DAY OF OCTOBER, 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 October 18, 1996
Chief Executive Officer
(Principal Executive Officer)
RICHARD J. OSBORNE Senior Vice President and October 18, 1996
Chief Financial Officer
(Principal Financial Officer)
JEFFREY L. BOYER Controller (Principal October 18, 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 October 18, 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-2
<PAGE> 4
INDEX TO EXHIBITS
Exhibits filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
- --------------------- ----
<S> <C> <C>
25-B -- Statement of Eligibility of the Trustee on Form T-1 of The Chase
Manhattan Bank relating to the Senior Notes.
</TABLE>
II-3
<PAGE> 1
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
DUKE POWER COMPANY
(Exact name of obligor as specified in its charter)
NORTH CAROLINA 56-0205520
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
422 SOUTH CHURCH STREET
CHARLOTTE, NORTH CAROLINA 28242
(Address of principal executive offices) (Zip Code)
-------------------------------------------
SENIOR NOTES
(Title of the indenture securities)
-----------------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority. (On July 14, 1996, in connection with the merger of Chemical Bank and
The Chase Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 25TH day of SEPTEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/Patricia A. Kelly
-----------------------------
Patricia A. Kelly
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
CHEMICAL BANK
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................... $ 4,167
Interest-bearing balances ................................... 5,094
Securities: ......................................................
Held to maturity securities ...................................... 3,367
Available for sale securities .................................... 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold .......................................... 7,204
Securities purchased under agreements to resell ............. 136
Loans and lease financing receivables:
Loans and leases, net of unearned income .................... $ 67,215
Less: Allowance for loan and lease losses ................... 1,768
Less: Allocated transfer risk reserve ....................... 75
--------
Loans and leases, net of unearned income,
allowance, and reserve ...................................... 65,372
Trading Assets ................................................... 28,610
Premises and fixed assets (including capitalized
leases) ..................................................... 1,326
Other real estate owned .......................................... 26
Investments in unconsolidated subsidiaries and
associated companies ........................................ 68
Customer's liability to this bank on acceptances
outstanding ................................................. 995
Intangible assets ................................................ 309
Other assets ..................................................... 6,993
--------
TOTAL ASSETS ..................................................... $151,453
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ..................................... $ 46,917
Noninterest-bearing ..................................... $16,711
Interest-bearing ........................................ 30,206
In foreign offices, Edge and Agreement subsidiaries, -------
and IBF's ............................................... 31,577
Noninterest-bearing...................................... $ 2,197
Interest-bearing ........................................ 29,380
-------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................. 12,155
Securities sold under agreements to repurchase .......... 8,536
Demand notes issued to the U.S. Treasury ..................... 1,000
Trading liabilities .......................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less ........... 10,018
With a remaining maturity of more than one year ......... 192
Mortgage indebtedness and obligations under capitalized
leases .................................................. 12
Bank's liability on acceptances executed and outstanding...... 1,001
Subordinated notes and debentures ............................ 3,411
Other liabilities ............................................ 8,091
TOTAL LIABILITIES ............................................ 143,824
---------
EQUITY CAPITAL
Common stock ................................................. 620
Surplus ...................................................... 4,664
Undivided profits and capital reserves ....................... 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities ............................. (633)
Cumulative foreign currency translation adjustments .......... 8
TOTAL EQUITY CAPITAL ......................................... 7,629
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ................................ $ 151,453
=========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
