AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1997
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------
DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0205520
(State of incorporation) (I.R.S. Employer
Identification No.)
422 SOUTH CHURCH STREET
CHARLOTTE, NC 28242-0001
(704) 594-0887
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
<TABLE>
<S> <C>
RICHARD J. OSBORNE JOHN SPUCHES
Executive 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, including zip codes, and telephone numbers, including area
codes, 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.
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>
<CAPTION>
Title of each class of Amount to be Proposed Proposed maximum Amount of
securities to be registered registered maximum aggregate offering registration fee
offering price price(1)
per share(1)
<S> <C> <C> <C> <C>
Common Stock, without par value 1,000,000 shares $46.719 $46,719,000 $14,158
</TABLE>
===============================================================================
(1) Pursuant to Rule 457(c), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock Exchange on June 25, 1997.
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.
<PAGE>
SUBJECT TO COMPLETION, DATED JUNE , 1997
(Red herring language appears here rotated at 90 degrees and reads as follows):
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective.
Information contained herein is subject to completion or amendment. 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.
P R O S P E C T U S
DUKE ENERGY CORPORATION
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
The Stock Purchase and Dividend Reinvestment Plan (PLAN) of Duke Energy
Corporation (DUKE) provides all current owners (SHAREHOLDERS) of its Common
Stock, Preferred Stocks and Preference Stock (STOCK) with a simple and
convenient method of purchasing shares of Common Stock without payment of any
brokerage commission or service charge. In addition, all Duke electric service
customers, employees of Duke and its affiliates, and residents of North Carolina
and South Carolina who are at least 18 years of age (ELIGIBLE INVESTORS) may
join the Plan by making an initial cash payment of at least $25 by check or bank
draft.
Shareholders who participate in the Plan may:
-- have cash dividends on all or a portion of their shares of
Stock automatically reinvested or
-- continue to receive their cash dividends on shares of Stock
held outside the Plan and invest by making optional payments
of not less than $25 per month nor more than $20,000 per
quarter or
-- invest both their cash dividends, or a portion thereof, and
such optional payments.
Eligible Investors who participate in the Plan may:
-- invest by making optional payments of not less than $25 per
month nor more than $20,000 per quarter.
Cash dividends payable on shares of Common Stock in the Plan will be
automatically reinvested in additional shares of Common Stock.
The purchase price of the Common Stock to the participant will be the
average price of shares purchased by the Plan at market prices from Duke, from
withdrawing Plan participants, through Duke's Small Share Repurchase Service and
purchased on the open market by Morgan Stanley & Co. Incorporated, the agent
designated to purchase shares for the Plan (INDEPENDENT AGENT).
This Prospectus relates to 1,000,000 shares of Common Stock offered for
purchase under the Plan.
It is suggested that this Prospectus be retained for future reference.
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 June , 1997.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Duke Energy Corporation................................................................... 1
Description of the Plan................................................................... 1
Purpose................................................................................. 1
Advantages.............................................................................. 1
Administration.......................................................................... 2
Participation........................................................................... 2
Costs................................................................................... 3
Purchases............................................................................... 4
Optional Payments....................................................................... 4
Reports to Participants................................................................. 6
Dividends............................................................................... 6
Certificates for Shares................................................................. 6
Safekeeping............................................................................. 7
Withdrawal.............................................................................. 7
Transfer................................................................................ 7
Federal Income Tax Information.......................................................... 8
Other Information....................................................................... 9
Description of Common Stock............................................................... 11
Dividend Rights......................................................................... 11
Voting Rights........................................................................... 11
Liquidation Rights...................................................................... 12
Miscellaneous........................................................................... 12
Listing................................................................................. 12
Transfer Agent and Registrar............................................................ 12
Common Stock Price........................................................................ 12
Available Information..................................................................... 12
Legal Matters............................................................................. 13
Experts................................................................................... 13
Documents Incorporated by Reference....................................................... 13
</TABLE>
ALL REFERENCES TO THE MASCULINE GENDER IN THE PROSPECTUS ARE FOR EASE OF
REFERENCE ONLY, AND SHALL BE DEEMED TO REFER TO BOTH THE MASCULINE AND FEMININE
GENDER.
<PAGE>
THE COMPANY
Duke Energy Corporation is engaged in the sale of electric energy in the
central portion of North Carolina and western portion of South Carolina, and its
principal subsidiary, PanEnergy Corp, operates approximately 37,500 miles of
natural gas pipeline and is a major natural gas liquids producer in the United
States, a leading marketer of natural gas in Canada and the United States, and a
leading marketer of electricity, liquefied petroleum gases and related energy
services. Duke is the issuer of the Common Stock, without par value, offered
hereby. Its principal executive offices are located at 422 South Church Street,
Charlotte, North Carolina 28242-0001 (Telephone No. 382-3853 in Charlotte or
(800) 488-3853 toll free from other locations).
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Shareholders and Eligible Investors
with a simple and convenient method of investing cash dividends, optional
payments or both to purchase shares of Common Stock at market prices without
payment of any brokerage commission or service charge. See Question 11 for
additional information on purchase prices.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Shareholders in the Plan may have cash dividends paid on all or a portion
of their shares of Stock automatically reinvested or continue to receive cash
dividends on shares of Stock held outside the Plan, and invest by making
optional payments of not less than $25 per month nor more than $20,000 per
quarter, or invest both cash dividends, or a portion thereof, and such optional
payments. Cash dividends paid on shares of Common Stock credited to a
participant's account will be automatically reinvested in additional shares of
Common Stock.
Eligible Investors who do not currently own shares may invest in shares of
Common Stock by making cash payments of not less than $25 per month nor more
than $20,000 per quarter. Cash dividends paid on shares of Common Stock credited
to a participant's account will be automatically reinvested in additional shares
of Common Stock.
1
<PAGE>
Full investment of funds is possible under the Plan because the Plan
credits whole shares and fractions of shares to participants' accounts. In
addition, dividends paid on whole shares and fractional shares in the Plan will
be automatically reinvested in additional shares of Common Stock and credited to
participants' Plan accounts. Participants avoid the cumbersome safekeeping of
certificates for shares credited to their accounts under the Plan. Regular
statements of account providing a detailed list of transactions simplify record
keeping.
No brokerage commission or service charge is paid by participants in
connection with purchases under the Plan.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Administration is shared among the Independent Agent, a custodian bank and
Duke. The Independent Agent acts on behalf of participants in buying and selling
shares of Common Stock. The custodian bank holds in the name of a nominee the
shares of Common Stock in participants' accounts. Duke maintains records, sends
statements of account to participants, acts as intermediary between participants
and their Independent Agent and performs other duties relating to the Plan.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All Shareholders, electric service customers of Duke, employees of Duke and
its affiliates and residents of North Carolina or South Carolina who are at
least 18 years of age are eligible to participate in the Plan.
5. HOW CAN I PARTICIPATE?
Eligible persons may join the Plan by signing the Authorization Form and
returning it to Duke. The Authorization Form serves both to initiate
participation and to appoint the Independent Agent to act on behalf of the
participant in buying and selling shares of Common Stock under the Plan. An
Eligible Investor's initial cash payment, or a form authorizing Duke to draft
payments directly from his checking or savings account, must be enclosed with
the Authorization Form. Thereafter, a participant may purchase shares of Common
Stock through optional payments or may authorize the drafting of equal monthly
optional payments directly from his checking or savings account. Optional
payments and proceeds of drafts will be received by Duke and applied to the
purchase of additional shares.
Should a participant wish to have his account drafted, a form authorizing
Duke to make such drafts must be executed. The account initially will be drafted
for the amount authorized on or about the 16th of the month following receipt of
the bank draft form. Appropriate Authorization Forms and bank draft
2
<PAGE>
forms may be obtained at any time by written request to Duke Energy Corporation,
Investor Relations Department, P.O. Box 1005, Charlotte, North Carolina
28201-1005, or by calling 382-3853 in Charlotte or (800) 488-3853 toll free from
other locations.
6. WHEN MAY I JOIN THE PLAN?
You may join the Plan at any time and will become a participant when Duke
receives the signed Authorization Form. However, to participate in a given
dividend payment month, the Authorization Form must be received by the record
date for that dividend. Normally, the record date for dividends is the Friday
closest to the 15th of the month preceding the dividend payment date.
7. WHEN WILL PAYMENTS OR DIVIDENDS BE INVESTED?
Optional payments received by Duke from participants by the 16th of the
month will be invested during such month. Optional payments received after such
date will be invested in the following month. NO INTEREST WILL BE PAID ON
OPTIONAL PAYMENTS. Checks should be made payable to Duke Energy Corporation.
Please allow sufficient time for mailed payments to reach Duke.
Dividends reinvested in the Plan will be utilized to purchase shares during
the dividend payment month. Dividends on Common Stock are generally paid on the
16th of March, June, September and December to Shareholders of record on the
Friday closest to the 15th of February, May, August and November, respectively.
8. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
As indicated above, the Authorization Form serves both to initiate
participation in the Plan and to appoint the Independent Agent to act for the
participant in buying and selling shares of Common Stock. Specifically, the
Authorization Form authorizes Duke to remit to the custodian bank for use by the
Independent Agent all or a portion of the participant's cash dividends on the
Stock, as well as the cash dividends on the shares credited to his account under
the Plan, for the purchase of shares of Common Stock. If the "optional payments
only" box on the Authorization Form is checked, Duke will continue to pay cash
dividends to the participant on Stock held outside the Plan in the usual manner.
COSTS
9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE
PLAN?
All costs of administration of the Plan, including brokerage fees, if any,
on share purchases, are to be paid by Duke. Brokerage fees paid by Duke for a
participant must be reported by Duke as taxable income to such participant and
such fees will become a part of the cost of shares purchased on behalf of the
Plan participant.
3
<PAGE>
PURCHASES
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased depends on the amount of the
participant's investment (optional payments and cash dividends) and the price of
the shares of Common Stock. Each participant's account will be credited with
that number of shares, including fractions computed to three decimal places,
equal to the total amount to be invested divided by the purchase price.
11. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER THE PLAN?
The price of shares of Common Stock purchased during any month will be the
average price of shares purchased from Duke at the closing market price on the
New York Stock Exchange on the 16th of the month, shares purchased on the open
market by the Independent Agent and shares purchased by the Plan from
withdrawing Plan participants or through Duke's Small Share Repurchase Service.
OPTIONAL PAYMENTS
12. HOW DO THE PAYMENT OPTIONS WORK?
If a participant has checked the "optional payments only" box on the
Authorization Form, on each dividend payment date Duke will pay to the
participant cash dividends on shares of Stock in the usual manner. Optional
payments received by Duke from the participant by the 16th of any month will be
applied to the purchase of shares of Common Stock for the participant's account
that same month. Dividends payable on shares of Common Stock credited to the
account of the participant under the Plan also will be reinvested in additional
shares of Common Stock.
Unless a participant has checked the "optional payments only" box on the
Authorization Form, all of the participant's cash dividends (or the portion
selected) and any optional payment received by the 16th of the month will be
applied to the purchase of shares of Common Stock for the account of such
participant.
13. HOW ARE OPTIONAL PAYMENTS MADE?
Optional payments may be made through the use of the monthly statement or
cash acknowledgment forms sent to participants by Duke or by authorized bank
drafts. When such payments are made through the use of these forms, payments may
not be less than $25 per month nor more than $20,000 per quarter. The same
amount of money need not be sent each month and there is no obligation to make
an optional payment each month. Should a participant elect to make optional
payments through monthly authorized bank drafts, such drafts must be in equal
amounts of not less than $25 nor more than one-third of the quarterly limit of
$20,000. Optional payments may not, however, exceed $20,000 per quarter in any
event. Requests to discontinue bank drafts must be received by noon on the 10th
of
4
<PAGE>
the month in order that the discontinuance be effective during such month.
Otherwise, the discontinuance will become effective the following month.
Dividends payable on shares of Common Stock acquired through optional
payments will be automatically reinvested in additional shares of Common Stock.
14. WHEN WILL DIVIDENDS BE PAID ON SHARES PURCHASED WITH OPTIONAL PAYMENTS?
The following table explains the dividend payment dates for shares
purchased with optional payments.
OPTIONAL PAYMENT TABLE
<TABLE>
<CAPTION>
OPTIONAL PAYMENTS
RECEIVED BY THE
16TH OF THE MONTHS PURCHASE SHARES DIVIDEND PAYMENT
IN THE FOLLOWING QUARTERLY BY THE END DATE FOR
DIVIDEND PAYMENT CYCLES+ OF THESE MONTHS SHARES PURCHASED
<S> <C> <C>
First Dividend Payment Cycle
January............................................................ January March
February........................................................... February June
March.............................................................. March June
Second Dividend Payment Cycle
April.............................................................. April June
May................................................................ May September
June............................................................... June September
Third Dividend Payment Cycle
July............................................................... July September
August............................................................. August December
September.......................................................... September December
Fourth Dividend Payment Cycle
October............................................................ October December
November........................................................... November March
December........................................................... December March
</TABLE>
+ The total of all optional payments RECEIVED per dividend payment cycle may not
exceed $20,000. ONLY shares purchased in the first month of a quarter will
qualify for the dividend payment in that particular quarter.
5
<PAGE>
REPORTS TO PARTICIPANTS
15. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each participant having an investment balance and activity in the Plan will
receive a statement of his account about the first of the month. THESE
STATEMENTS ARE A PARTICIPANT'S CONTINUING RECORD OF THE COST OF HIS PURCHASES
AND SHOULD BE RETAINED FOR INCOME TAX PURPOSES. In addition, each participant
will receive the same communications sent to every other holder of shares of
Common Stock, including Duke's quarterly reports, annual report, notice of
annual meeting and proxy statement, and income tax information for reporting
dividends paid.
DIVIDENDS
16. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON FRACTIONS OF SHARES?
Yes. A participant's account will be credited with dividends on fractions
of shares.
CERTIFICATES FOR SHARES
17. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED?
Certificates for shares of Common Stock purchased under the Plan will not
be issued to participants, without written request as described below. The
number of shares credited to an account under the Plan will be shown on the
participant's statement of account. This service protects against loss, theft or
destruction of stock certificates.
Certificates for any number of whole shares credited to an account under
the Plan will be issued upon the written request of a participant. This request
should be mailed to Duke Energy Corporation, Investor Relations Department, P.O.
Box 1005, Charlotte, North Carolina 28201-1005. Any remaining whole shares and
fraction of a share will continue to be credited to the participant's account.
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in his name.
Certificates for fractions of shares will not be issued under any
circumstances.
18. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts under the Plan are maintained in the names in which participants
were registered at the time they entered the Plan. Consequently, certificates
for whole shares will be similarly registered when issued.
6
<PAGE>
SAFEKEEPING; WITHDRAWAL; TRANSFER
19. MAY A PARTICIPANT TRANSFER SHARES OF COMMON STOCK REGISTERED IN HIS NAME TO
HIS PLAN ACCOUNT FOR SAFEKEEPING?
Yes. Participants may elect to have shares of Common Stock registered in
their names held by the Plan for safekeeping. To take advantage of this feature,
a participant must submit the certificates to Duke, together with a letter of
instruction to deposit the shares for safekeeping. Shares represented by such
certificates will be combined with any full and fractional shares held by the
Plan for the participant and credited to his account under the Plan. All
dividends on shares held in the Plan, including shares held under the
safekeeping feature, will be automatically reinvested. PARTIAL REINVESTMENT OF
DIVIDENDS ON SHARES SUBMITTED FOR SAFEKEEPING IS NOT PERMITTED.
The method used to submit certificates for safekeeping is at the option and
risk of the participant. Duke strongly recommends the use of insured registered
mail. The certificates should not be endorsed.
Shares of Common Stock held in a participant's account may not be assigned
or pledged. A participant wishing to assign or pledge such shares must obtain a
certificate for the shares by withdrawing them from the Plan. Lost certificates
must be replaced before participation in this option is allowed. Further, it
will be the participant's responsibility to establish and maintain a record of
the cost of shares represented by certificates sent to Duke for safekeeping.
The certificate safekeeping features apply only to Common Stock. Shares of
Preferred and Preference Stocks are not eligible for the safekeeping features of
the Plan.
Shares of Common Stock held by the Plan for safekeeping are protected
against loss, theft and inadvertent destruction. Such shares may be withdrawn,
sold or transferred in accordance with the procedures described in Questions
20-23 on pages 7 and 8.
20. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a participant must notify Duke's
Investor Relations Department in writing. When a participant withdraws from the
Plan or upon termination of the Plan by Duke, certificates for whole shares
credited to his account under the Plan will be issued and a cash payment will be
made for any fraction of a share (see Question 22). Upon his withdrawal from the
Plan, the participant may also request that all of the shares, both whole and
fractional, credited to his account in the Plan be sold. If he requests such
sale, the sale will be made at market price within five business days after
receipt of the request for the account of the participant through the
participant's Independent Agent or through the use of optional payments. Such
requests received after noon on any business day will be deemed to have been
received on the following business day. The participant will receive the
proceeds of the sale less any related brokerage commission and any transfer tax.
7
<PAGE>
21. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time; provided, however,
that any notice of complete withdrawal received within two business days prior
to a dividend payment date will not be effective until the dividend is paid and
reinvested and the shares credited to the withdrawing participant's account.
Shares purchased with optional payments will not be distributed until Duke is
assured that payment for such shares has cleared the bank. If a sale request is
received within five business days prior to a record date, the participant will
receive the dividend on the shares which are sold.
22. WHAT HAPPENS TO A FRACTION OF A SHARE WHEN A PARTICIPANT WITHDRAWS FROM THE
PLAN?
When a participant withdraws from the Plan, any fraction of a share
remaining in his account will be aggregated with other shares and sold. The
participant will receive the proceeds from the sale of his fractional share less
any related brokerage commission and any transfer tax. (See Question 20.)
23. HOW DOES A PARTICIPANT TRANSFER SHARES FROM THE PLAN?
A participant may transfer shares from his Plan account to another Plan
participant or any other individual. Legal transfer requirements apply to shares
transferred from a Plan account. Information on these transfer requirements can
be obtained from Duke's Investor Relations Department.
FEDERAL INCOME TAX INFORMATION
24. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In general, except as described below, a participant in the Plan will have
the same Federal income tax obligations with respect to dividends payable to him
on the shares of Common Stock credited to his account as other holders of shares
of Common Stock. A participant will be treated for Federal income tax purposes
as having received, on the dividend payment date, a dividend equal to the full
amount of the cash dividend payable on such date with respect to his shares,
even though that amount is not actually received by him in cash but, instead, is
applied to the purchase of shares for his account.
A participant will not realize any taxable income when he receives
certificates for whole shares credited to his account under the Plan. However, a
participant who receives a cash adjustment for a fraction of a share credited to
his account will realize a gain or loss with respect to such fraction. Gain or
loss also will be realized by the participant when whole shares are sold, either
pursuant to the participant's request when he withdraws from the Plan (see
Question 20) or by the participant himself after withdrawal from the Plan. The
amount of such gain or loss will be the difference between the amount which the
participant receives for his shares or fraction of a share and his tax basis
therefor. In order to determine the tax basis for shares or any fraction of a
share credited to a participant's account under the Plan and for other tax
consequences, the participant is advised to retain all statements reflecting his
transactions and to consult with his own tax advisors.
8
<PAGE>
Federal backup withholding provisions apply to the reinvestment of dividend
distributions made by Duke. In the case of participants in the Plan whose
dividends are subject to Federal backup withholding, the Independent Agent will
reinvest dividends less the amount of tax required to be withheld. For a
discussion of Federal income tax withholding applicable to foreign participants
in the Plan, see Question 32.
The foregoing is only a summary of the Federal income tax consequences of
participation in the Plan and does not constitute tax advice. This summary does
not reflect every possible outcome that could result from participation in the
Plan and does not consider any possible tax consequences under various foreign,
state, local or other tax laws. Participants are advised to consult their own
tax advisors with respect to the tax consequences applicable to their particular
situation before participating in the Plan or disposing of Common Stock
purchased under the Plan.
OTHER INFORMATION
25. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF HIS SHARES OF
STOCK THAT ARE NOT IN THE PLAN?
If a participant disposes of all of his shares of Stock that are not in the
Plan, reinvestment of the dividends on the shares credited to his account under
the Plan will continue until Duke is notified by such participant that he wishes
to withdraw from the Plan.
A participant who ceases to be an Eligible Investor may continue to
participate in the Plan as long as shares of Common Stock are credited to his
Plan account. (See Question 4.)
26. IF DUKE HAS A RIGHTS OFFERING, HOW WILL A PARTICIPANT'S ENTITLEMENT BE
COMPUTED?
A participant's entitlement in a regular rights offering will be based upon
his total holdings -- just as his dividend is computed each quarter. Rights
certificates will be issued for the number of whole shares only, however, and
rights based on a fraction of a share held in a participant's account will be
sold for his account and the net proceeds will be invested by the end of the
following month.
27. WHAT HAPPENS IF DUKE ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any stock dividends or split shares distributed by Duke on shares credited
to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of the participant will be mailed directly to such
participant in the same manner as to holders of shares of Common Stock who are
not participating in the Plan.
28. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
Generally, the shares credited to the account of the participant under the
Plan will be included in the proxy for voting on any matter submitted to a
meeting of holders of Common Stock. If no shares are registered in a
participant's name, shares credited to the account of a participant under the
Plan may be voted by proxies which will be furnished to the participant.
9
<PAGE>
If no instructions are received on a returned proxy card, properly signed,
with respect to any item thereon, all of a participant's shares -- those
registered in his name, if any, and those credited to his account under the
Plan -- will be voted in the same manner as for nonparticipating Shareholders
who return proxies and do not provide instructions, in accordance with the
recommendations of Duke's management. If the proxy card is not returned or if it
is returned unsigned, none of the participant's shares will be voted unless the
participant votes in person.
29. WILL DUKE RECEIVE THE PROCEEDS OF THE SALE OF THE SHARES THAT ARE PURCHASED
BY PARTICIPANTS AND, IF SO, HOW WILL THOSE PROCEEDS BE USED?
Since purchases of Common Stock for the Plan may be satisfied by either (i)
the purchase by the Plan of shares of Common Stock that are newly issued by Duke
or (ii) the purchase by the Plan of shares of Common Stock in the open market,
the number of shares, if any, that Duke will sell to the Plan is not known. If
shares for the Plan are purchased from Duke, the proceeds from such sales will
be used by Duke for general corporate purposes. Duke will not receive any
proceeds when shares of Common Stock are purchased for the Plan in the open
market.
30. WHAT IS THE RESPONSIBILITY OF DUKE UNDER THE PLAN?
Duke will not be liable in administering the Plan for any act done in good
faith or for any omission to act in good faith, including, without limitation,
any claim of liability arising out of failure to terminate a participant's
account upon such participant's death prior to receipt of notice in writing of
such death.
The participant should recognize that Duke cannot assure him of a profit or
protect him against a loss on the shares purchased by him under the Plan.
31. MAY DUKE TERMINATE A PARTICIPANT'S ACCOUNT?
Duke may terminate an account if, during a calendar year, a participant's
account is not credited with at least $100 in payments or reinvested dividends.
32. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS WHOSE DIVIDENDS ARE SUBJECT
TO INCOME TAX WITHHOLDING?
In the case of those foreign Shareholders whose dividends are subject to
United States income tax withholding, the amount to be used to purchase shares
of Common Stock will be equal to the dividends, less the amount of tax required
to be withheld. The statement of account made for such foreign participants will
indicate the amount of tax withheld.
Foreign Shareholders who check the "optional payments only" box on the
Authorization Form will continue to receive cash dividends on shares of Stock in
the same manner as if they were not participating in the Plan. Optional payments
received from them must be in United States dollars and will be invested in the
same manner as payments from other participants.
10
<PAGE>
33. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Duke reserves the right to suspend, modify or terminate the Plan at any
time. Notice of any suspension, modification or termination of the Plan will be
sent to all participants.
DESCRIPTION OF COMMON STOCK
The following statements are summaries of certain provisions with respect
to the Common Stock of Duke contained in its Articles of Incorporation, as
amended, as affected by certain rights of the holders of Duke's Preferred Stock,
Preferred Stock A and Preference Stock. Reference is made to the pertinent
exhibits to the Registration Statement, which are incorporated herein by
reference, for a full and complete statement of such provisions and rights, and
the following statements are qualified in their entirety by such reference.
DIVIDEND RIGHTS
Dividends may be paid on the Common Stock as determined by the Board of
Directors out of funds legally available therefor but only if full dividends on
all outstanding series of the Preferred Stock, Preferred Stock A and Preference
Stock for the then current and all prior dividend periods and any required
sinking fund payments with respect to any outstanding series of such securities
have been paid or provided for.
VOTING RIGHTS
The holders of the Common Stock have exclusive voting rights, except as
otherwise provided by law, on the basis of one vote per share.
Whenever dividends on any part of the Preferred Stock or Preferred Stock A
are in arrears in an amount equivalent to the aggregate dividends required to be
paid on such Preferred Stock or Preferred Stock A in any period of 12 calendar
months, the holders of the Preferred Stock as a class have the exclusive right
to elect a majority of the authorized number of directors of Duke and the
holders of the Preferred Stock A as a class have the exclusive right to elect
two directors, which rights cease whenever all accrued and unpaid dividends have
been paid in full. Whenever six quarterly dividends on any outstanding series of
the Preference Stock are in arrears or any required sinking fund payments are in
default, the holders of the Preference Stock as a class have the exclusive right
to elect two directors of Duke which right ceases whenever all dividends and
required sinking fund obligations in default have been paid in full or provided
for. In addition, the consent of the holders of specified percentages of the
Preferred Stock, Preferred Stock A or of the Preference Stock, or some or all of
the holders of such classes, is required in connection with certain increases in
authorized amounts or changes in stock
11
<PAGE>
senior to the Common Stock or in connection with any sale of substantially all
of Duke's assets or certain mergers.
LIQUIDATION RIGHTS
The holders of the Common Stock are entitled in liquidation to share
ratably in the assets of Duke after required preferential payments to the
holders of the Preferred Stock, Preferred Stock A and Preference Stock.
MISCELLANEOUS
Holders of the Common Stock have no preemptive, conversion or cumulative
voting rights.The outstanding Common Stock is fully paid and non-assessable by
Duke and there are no redemption or sinking fund provisions applicable thereto.
LISTING
The outstanding Common Stock is listed on the New York Stock Exchange
(symbol: DUK).
TRANSFER AGENT AND REGISTRAR
Duke Energy Corporation serves as its own transfer agent and registrar for
the Common Stock and the Preferred Stocks of Duke.
COMMON STOCK PRICE
The last sale price reported on the New York Stock Exchange Composite
Transactions Tape for the Common Stock of Duke on June 25, 1997 was $46 1/2.
AVAILABLE INFORMATION
Duke is subject to the informational requirements of the Securities Exhange
Act of 1934 and in accordance therewith files periodic and current reports and
other information with the Securities and Exchange Commission. Information
concerning directors and officers, their renumeration, the principal holders of
securities of Duke and any material interest of such persons in transactions
with Duke, as of particular dates, is disclosed in proxy statements distributed
to shareholders of Duke 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 Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, 500 West Madison Street, Suite 1400,
Chicago, Ill. 60661, and Seven World Trade Center, 7th Floor, New York, N.Y.
10048. Copies of such material can also be obtained at prescribed
12
<PAGE>
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 Duke can be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, N.Y.
10005, where certain securities of Duke are listed. The Commission maintains a
Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants, such as Duke, that file
electronically with the Commission.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Peter C. Buck, Deputy General Counsel of the
Company.
EXPERTS
The financial statements included in Duke's annual report on Form 10-K for
the year ended December 31, 1996, 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.
The financial statements included in the annual report on Form 10-K of
PanEnergy Corp for the year ended December 31, 1996 have been incorporated by
reference in the Registration Statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by Duke with the Securities and Exchange
Commission are incorporated by reference in this Prospectus:
(Bullet) Annual report on Form 10-K of the Company for the year ended
December 31, 1996.
(Bullet) Quarterly report on Form 10-Q of the Company for the quarter ended
March 31, 1997.
(Bullet) Current reports on Form 8-K of the Company dated April 25, 1997,
May 30, 1997, June 18, 1997 and June 27, 1997.
(Bullet) Definitive Joint Proxy Statement-Prospectus of the Company and
PanEnergy Corp dated March 13, 1997.
(Bullet) Annual Report on Form 10-K of PanEnergy Corp for the fiscal year
ended December 31, 1996.
13
<PAGE>
(Bullet) Quarterly Report on Form 10-Q of PanEnergy Corp for the quarter
ended March 31, 1997.
(Bullet) The description of the Common Stock, without par value (the
"Common Stock"), of the Company, which is contained in the
Company's Registration Statement on Form S-4, Registration No.
333-23227, filed with the Commission on March 13, 1997, including
any amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by Duke 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 in 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; provided, however,
that documents enumerated above or subsequently filed by Duke pursuant to
Section 13 of the Securities Exchange Act of 1934 prior to the filing with the
Commission of Duke's most recent Annual Report on Form 10-K shall not be
incorporated by reference in this Prospectus or be a part hereof from and after
the filing of such Annual Report on Form 10-K. 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
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.
Duke will provide without charge to each person 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 in this Prospectus by reference, 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 Energy Corporation, P.O. Box 1005, Charlotte, North
Carolina 28201-1005 (Telephone No. 382-3853 in Charlotte or (800) 488-3853 toll
free from other locations).
14
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES,
OR AN OFFERING OF THOSE TO WHICH IT RELATES TO ANY PERSON IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF DUKE SINCE THE
DATE HEREOF OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THE DATE OF FILING OF ANY DOCUMENTS
INCORPORATED BY REFERENCE HEREIN.
DUKE ENERGY CORPORATION
COMMON STOCK
(WITHOUT PAR VALUE)
STOCK PURCHASE AND
DIVIDEND REINVESTMENT PLAN
PROSPECTUS
JUNE , 1997
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION (ESTIMATED):
SEC Filing Fee*..................................... $14,158
Printing Costs...................................... 3,000
Legal Fees and Expenses............................. 2,000
Accounting Fees..................................... 1,500
Blue Sky Fees and Expenses.......................... 500
Miscellaneous....................................... 1,000
-------
Total...................................... $22,158
=======
------------------
* 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 Registrant permit indemnification of the
Registrant's directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933. 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 Securities Act of 1933.
ITEM 16. EXHIBITS.
Exhibits filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5 - Opinion of Peter C. Buck, Esq.
23(A) - Independent Auditors' Consent of Deloitte & Touche LLP.
23(B) - Independent Auditors' Consent of KPMG Peat Marwick LLP.
23(C) - Consent of Peter C. Buck, Esq. (included in Exhibit 5).
24(A) - Copy of power of attorney authorizing W. Edward Poe, Jr., 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>
4(A) - Restated Articles of Incorporation of Registrant, dated June 18, 1997
(incorporated by reference to Exhibit 4(G) of Form S-8 (Registration
No. 333-29563) filed by the Registrant on June 19, 1997).
4(C) - By-Laws of Registrant, as amended (incorporated
by reference to Exhibit 3-C of the Registrant's
Form 10-K for the year ended December 31, 1995,
File No. 1-4928).
</TABLE>
II-1
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement.
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% 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 the registration
statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) That, for 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 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or
II-2
<PAGE>
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHARLOTTE, STATE OF NORTH CAROLINA, ON THE 27TH DAY
OF JUNE, 1997.
DUKE ENERGY CORPORATION
REGISTRANT
By R. B. Priory
--------------------------
R. B. Priory
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
R.B. Priory Chairman of the Board and June 27, 1997
Chief Executive Officer
(Principal Executive Officer)
Richard J. Osborne Executive Vice President and June 27, 1997
Chief Financial Officer
(Principal Financial Officer)
Jeffrey L. Boyer Vice President and Corporate June 27, 1997
Controller
(Principal Accounting Officer)
Paul M. Anderson
G. Alex Bernhardt
Robert J. Brown
William A. Coley
William T. Esrey
Ann Maynard Gray
Dennis R. Hendrix
Harold S. Hook
George Dean Johnson, Jr. All of the Directors June 27, 1997
W.W. Johnson
Max Lennon
Leo E. Linbeck, Jr.
James G. Martin
Buck Mickel
R.B. Priory
Russell M. Robinson, II
</TABLE>
II-4
<PAGE>
W. Edward Poe, Jr., by signing his 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.
W. Edward Poe, Jr.
-------------------
W. Edward Poe, Jr.
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
4(A) Restated Articles of Incorporation of Registrant, dated June
18, 1997 (incorporated by reference to Exhibit 4(G) of Form
S-8 (Registration No. 333-29563) filed by the Registrant on
June 19, 1997).
4(B) By-Laws of Registrant, as amended (incorporated by reference to Exhibit
3-C of Form 10-K for the year ended December 31, 1995, File No. 1-4928)
5 Opinion of Peter C. Buck, Esq.
23(A) Independent Auditors' Consent of Deloitte & Touche LLP.
23(B) Independent Auditors' Consent of KPMG Peat Marwick LLP.
23(C) Consent of Peter C. Buck, Esq. (included in Exhibit 5).
24(A) Copy of power of attorney authorizing W. Edward Poe, Jr., 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>
EXHIBIT 5
June 27, 1997
Duke Energy Corporation
422 South Church Street
Charlotte, NC 28242-0001
Gentlemen:
I am a Deputy General Counsel of Duke Energy Corporation, a
North Carolina corporation (the "Company"), and in such capacity I have examined
the Company's Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "1933 Act"), for the
registration of 1,000,000 shares of the Company's Common Stock, without par
value (the "Shares"), which Shares will be issued under the Stock Purchase and
Dividend Reinvestment Plan of the Company (the "Plan").
I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such documents,
corporate records, certificates of public officials and officers of the Company
and such other instruments as I have deemed necessary or appropriate as a basis
for the opinions expressed below.
Based on the foregoing, I am of the opinion that the Shares
are duly authorized and when the Shares have been sold in accordance with the
terms of the Plan, such Shares will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement in connection with the issuance of the Shares, 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 part of the Registration
Statement. In giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the 1933 Act,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ Peter C. Buck
-----------------
Peter C. Buck
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement on Form S-3 of Duke Energy Corporation of our report
dated February 7, 1997 appearing in the annual report on Form 10-K of Duke Power
Company for the year ended December 31, 1996 and to the reference to us under
the heading "Experts" in the Prospectus which is a part of this Registration
Statement.
Deloitte & Touche LLP
- ---------------------
Deloitte & Touche LLP
Charlotte, North Carolina
June 27, 1997
Exhibit 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this registration statement on
Form S-3 of Duke Energy Corporation of our report dated January 16, 1997
appearing in the annual report on Form 10-K of PanEnergy Corp for the year ended
December 31, 1996 and to the reference to our firm under the heading "Experts"
in the prospectus.
KPMG Peat Marwick LLP
---------------------
KPMG Peat Marwick LLP
Houston, Texas
June 27, 1997
CONSENT OF COUNSEL
Exhibit 23(C)
The consent of Peter C. Buck, Esq., is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
Exhibit 24(A)
DUKE ENERGY CORPORATION
POWER OF ATTORNEY
Registration Statements under the Securities Act of 1933
with respect to up to 7,283,130 shares of Common Stock, without par value, of
Duke Energy Corporation to be issued in connection with
various employee benefit and/or stock purchase and dividend reinvestment plans
of said Duke Energy Corporation and its subsidiaries
(Registration Statements)
The undersigned DUKE ENERGY CORPORATION, a North Carolina corporation, and
certain of its officers and/or directors, do each hereby constitute and appoint
Richard J. Osborne, Robert S. Lilien and W. Edward Poe, Jr., 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 Securities and
Exchange Commission the Registration Statements of said Duke Energy Corporation
and any and all amendments thereto, or amendments to existing Registration
Statements, 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 18th day of June, 1997.
DUKE ENERGY CORPORATION
By /s/ R. B. Priory
________________________________
Chairman and Chief Executive Officer
(Corporate Seal)
ATTEST:
/s/ Robert T. Lucas III
______________________________
Assistant Secretary
<PAGE>
/s/ R. B. Priory
________________________________ Chairman and Chief Executive Officer
R. B. Priory (Principal Executive Officer and Director)
/s/ Richard J. Osborne
______________________________ Executive Vice President and Chief Financial
Richard J. Osborne Officer (Principal Financial Officer)
/s/ Jeffrey L. Boyer
______________________________ Vice President and Corporate Controller
Jeffrey L. Boyer (Principal Accounting Officer)
/s/ Paul M. Anderson
______________________________ (Director)
Paul M. Anderson
/s/ G. Alex Bernhardt
______________________________ (Director)
G. Alex Bernhardt
/s/ Robert J. Brown
______________________________ (Director)
Robert J. Brown
/s/ William A. Coley
______________________________ (Director)
William A. Coley
/s/ William T. Esrey
______________________________ (Director)
William T. Esrey
/s/ Ann Maynard Gray
______________________________ (Director)
Ann Maynard Gray
/s/ Dennis R. Hendrix
______________________________ (Director)
Dennis R. Hendrix
<PAGE>
/s/ Harold S. Hook
______________________________ (Director)
Harold S. Hook
/s/ George Dean Johnson, Jr.
______________________________ (Director)
George Dean Johnson, Jr.
/s/ W. W. Johnson
______________________________ (Director)
W. W. Johnson
/s/ Max Lennon
______________________________ (Director)
Max Lennon
/s/ Leo E. Linbeck, Jr.
______________________________ (Director)
Leo E. Linbeck, Jr.
/s/ James G. Martin
______________________________ (Director)
James G. Martin
/s/ Buck Mickel
______________________________ (Director)
Buck Mickel
/s/ Russell M. Robinson, II
______________________________ (Director)
Russell M. Robinson, II
Exhibit 24(B)
DUKE ENERGY CORPORATION
CERTIFICATE
The undersigned officer of DUKE ENERGY CORPORATION, a North
Carolina corporation (the "Corporation"), does hereby certify that attached
hereto is a true and complete copy of a resolution adopted at a meeting of the
Board of Directors of the Corporation with respect to the Registration
Statements, 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 Corporation this 27th day of June, 1997.
/s/ Robert T. Lucas III
-----------------------
Robert T. Lucas III
Assistant Secretary
[Corporate Seal]
FURTHER RESOLVED, that each officer and director who may be required to
execute such registration statements or amendments thereto or amendments to
existing registration statements (whether on behalf of the Corporation or as an
officer or director thereof or by attesting the seal of the Corporation or
otherwise) be and hereby is authorized to execute a power of attorney appointing
Richard J. Osborne, Robert S. Lilien and W. Edward Poe, Jr., 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 statements or amendments thereto
or amendments to existing registration statements and all instruments necessary
or advisable in connection therewith, to attest the seal of the Corporation
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;
