As filed with the Securities and Exchange Commission on June 19, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0205520
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
422 SOUTH CHURCH STREET
CHARLOTTE, NC 28242-0001
(704) 594-0887
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN OF
PANENERGY CORP AND PARTICIPATING AFFILIATES
(Full title of the plan)
RICHARD J. OSBORNE JOHN SPUCHES
Executive 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
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration fee
registered(1) share(2) price(2)
- --------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock, 300,000 shares $45.50 $13,650,000 $4,137
without par value
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold in connection with the
Plan described herein pursuant to Rule 416(c) under the Securities Act of 1933,
as amended.
(2) Pursuant to Rule 457(h), these prices are estimated solely for the
purpose of calculating the registration fee and are based upon the average of
the high and low sales prices of the Registrant's Common Stock on the New York
Stock Exchange on June 12, 1997.
There also are registered hereunder such additional indeterminate
number of shares as may be issued as a result of the adjustment provisions of
the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 (the "Registration
Statement") is being filed by Duke Energy Corporation (the "Company" or
"Registrant") with respect to the Tax Credit Employee Stock Ownership Plan of
PanEnergy Corp and Participating Affiliates (the "Plan"), referred to on
the cover of this Registration Statement. The document(s) containing the
information required in Part I of this Registration Statement will be sent or
given to each of the participants in the Plan, as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "1933 Act"). Such
document(s) are not being filed with the Commission but constitute
(together with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are
incorporated herein by reference:
o Annual Report on Form 10-K of the Company for the
fiscal year ended December 31, 1996.
o Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1997.
o Current reports on Form 8-K of the Company dated
April 25, 1997, May 30, 1997 and June 18, 1997.
o Definitive Joint Proxy Statement-Prospectus of the
Company and PanEnergy Corp dated March 13, 1997.
o Annual Report on Form 10-K of PanEnergy Corp for the
fiscal year ended December 31, 1996.
o Quarterly Report on Form 10-Q of PanEnergy Corp
for the quarter ended March 31, 1997.
o Annual Report on Form 11-K of the Plan for the
fiscal year ended December 31, 1995.
o 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 the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof from the date of
the filing of such documents.
Item 4. Description of Securities.
Not applicable.
2
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 55-8-50 through 55-8-58 of the North Carolina
Business Corporation Act and the By-Laws of the Company permit indemnification
of the Registrant's directors and officers in a variety of circumstances, which
may include liabilities under the 1933 Act. In addition, the Registrant has
purchased insurance permitted by the law of North Carolina on behalf of
directors, officers, employees or agents which may cover liabilities under the
1933 Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
------ -----------
4(A) Tax Credit Employee Stock Ownership Plan of
PanEnergy Corp and Participating Affiliates
(incorporated by reference to Exhibit 99 of
Form S-8 (Registration No. 333-02877) filed by
PanEnergy Corp on April 26, 1996.
4(B) 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).
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.
3
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement.
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.
(b) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
4
<PAGE>
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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on the
19th 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.
Signature Title Date
--------- ----- ----
R.B. Priory Chairman of the Board and June 19, 1997
Chief Executive Officer
(Principal Executive Officer)
Richard J. Osborne Executive Vice President and June 19, 1997
Chief Financial Officer
(Principal Financial Officer)
Jeffrey L. Boyer Vice President and Corporate June 19, 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 All of the Directors June 19, 1997
George Dean Johnson, Jr.
W.W. Johnson
Max Lennon
Leo E. Linbeck, Jr.
James G. Martin
Buck Mickel
R.B. Priory
Russell M. Robinson, II
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
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrative Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Houston, State of Texas, on the 19th day of June, 1997.
TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLAN
OF PANENERGY CORP AND
PARTICIPATING AFFILIATES
By /s/ Sandra P. Meyer
--------------------------------------
Sandra P. Meyer
Plan Administrative
Committee Chairman
6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4(A) Tax Credit Employee Stock Ownership Plan of PanEnergy Corp and
Participating Affiliates (incorporated by reference to
Exhibit 99 of Form S-8 (Registration No. 333-02877) filed by
PanEnergy Corp on April 26, 1996).
4(B) 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 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.
EXHIBIT 5
June 19, 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-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "1933 Act"), for
the registration of 300,000 shares of the Company's Common Stock, without
par value (the "Shares"), which Shares will be issued under the Tax Credit
Employee Stock Ownership Plan of PanEnergy Corp and Participating Affiliates
(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 issued and delivered 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 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-8 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.
Deloitte & Touche LLP
- ---------------------
Deloitte & Touche LLP
Charlotte, North Carolina
June 19, 1997
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this registration statement on Form
S-8 of Duke Energy Corporation of our report dated January 17, 1997 appearing in
the annual report on Form 10-K of PanEnergy Corp for the year ended
December 31, 1996.
KPMG Peat Marwick LLP
----------------------------
KPMG Peat Marwick LLP
Houston, Texas
June 19, 1997
EXHIBIT 23(C)
CONSENT OF COUNSEL
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
<Certified copy of resolution of the Board of Directors-->
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 19th 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;
