SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (date of earliest event reported): June 13, 1997
DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-4928 56-0205520
(State of other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
422 South Church Street
Charlotte, North Carolina 28242-0001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-594-0887
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Item 5. Other Events.
Duke Energy Corporation (formerly named Duke Power Company) (the
"registrant") previously disclosed that the registrant and PanEnergy Corp
("PanEnergy") had entered into a definitive Agreement and Plan of Merger among
the registrant, Duke Transaction Corporation and PanEnergy dated as of November
24, 1996, as amended and restated as of March 10, 1997, providing for the
merger of Duke Transaction Corporation with and into PanEnergy, with PanEnergy
being the surviving corporation and becoming a wholly-owned subsidiary of the
registrant (the "Merger"). The Merger was consummated effective June 18, 1997.
The registrant also announced on June 13, 1997, that it had agreed to
purchase the interests of Louis Dreyfus Electric Power Inc. and Louis Dreyfus
Energy Holdings Corp. in Duke/Louis Dreyfus, L.L.C. ("D/LD"), a power marketing
venture of the registrant and the two Louis Dreyfus companies. The purchase was
consummated on June 17, 1997.
A copy of the registrant's press releases announcing the effectiveness of
the Merger and the D/LD purchase are filed herewith as Exhibit 2(a) and
Exhibit 2(b), respectively, and are incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed herewith:
2(a). Press Release of registrant dated June 18, 1997
2(b). Press Release of registrant dated June 13, 1997
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DUKE ENERGY CORPORATION
(registrant)
By: ________________________
Richard J. Osborne
Executive Vice President
and Chief Financial Officer
Dated: June 18, 1997
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Exhibit Index
Exhibit Description
- ------- -----------
2(a) Press Release of registrant dated June 18, 1997
2(b) Press Release of registrant dated June 13, 1997
Exhibit 2(a)
June 18, 1997 CONTACT: Randy Wheeless
Office: 704/382-8379
24-Hour: 704/594-0681
: John Barnett
Office: 713-627-4072
DUKE POWER AND PANENERGY MERGER COMPLETED:
LAUNCH OF DUKE ENERGY SIGNALS NEXT GENERATION OF ENERGY COMPANIES
CHARLOTTE, N.C.--Duke Power Co. and Houston-based PanEnergy Corp today
completed the merger announced less than seven months ago to create North
America's leading energy company.
The merged company, Duke Energy Corporation, will continue trading on the New
York Stock Exchange tomorrow under the "DUK" stock symbol. Under the terms of
the merger, each share of PanEnergy Corp stock will be converted to 1.0444
shares of Duke Energy stock. Shares of Duke Power stock will represent shares
of Duke Energy, with no action required by shareholders.
"Duke Energy is positioned to be the nation's premier energy company," said
Richard B. Priory, Duke Energy chairman and chief executive officer. "The
combination of the leading gas and electric companies will offer options and
benefits to our current and future customers, and provide growth opportunities
for our shareholders."
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By combining the forces of the two companies, Duke Energy will employ 22,000
worldwide, and have total assets of more than $20 billion. The 1996 revenues
of the combined companies were more than $12 billion. Duke Energy will adopt
Duke Power's present common stock dividend payment--currently $2.12 per share.
"The union of a natural gas company and an electric company is merely a
starting point for a new phase in the evolving energy industry," said Paul
Anderson, Duke Energy president and chief operating officer. "The leaders of
this new industry will differentiate themselves in terms of efficiency,
flexibility and the ability to supply multiple forms of energy over a broad
geographic area. Duke Energy will not only provide its customers with various
forms of energy, it will offer a full spectrum of energy services."
The merger was announced on Nov. 25, 1996. On Jan. 22, 1997, the Federal Trade
Commission granted early termination of the waiting period prescribed under
the Hart-Rodino Antitrust Improvements Act of 1976.
On March 19, the merger was approved by the South Carolina Public Service
Commission. On Apr. 21, it was approved by the North Carolina Utilities
Commission. On May 28, it was approved by the Federal Energy Regulatory
Commission.
Duke Energy will be divided into four main business groups:
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1) Duke Power, headquartered in Charlotte, one of the nation's leading
electric utilities, will continue to serve the electric needs of more than
1.8 million customers in North Carolina and South Carolina. William A. Coley
is group president of Duke Power.
2) The Energy Services Group, headquartered in Houston, will offer a complete
range of energy products and services to both domestic and international
customers. Energy Services will provide electric and natural gas trading and
marketing, power plant construction, operation and investment; and engineering
services consulting. James T. Hackett is group president of Energy Services.
3) The Energy Transmission Group, headquartered in Houston, will continue to
access all major U.S. natural gas supply basins through its interconnected
pipeline network which delivers 12 percent of the natural gas consumed in the
U.S. to markets in the Midwest, Mid-Atlantic and Northeast states. Fred J.
Fowler is group president of Energy Transmission.
4) The Diversified Operations Group, headquartered in Charlotte, will handle the
non-energy related activities of Duke Energy--including the real estate company
Crescent Resources Inc. and the telecommunications company DukeNet
communications. Richard Ranson is senior vice president of Diversified
Operations.
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Priory, Anderson, Hackett, Coley and Fowler will partly make up Duke Energy's
Policy Committee--the company's chief strategic and policy-setting group.
Also on the committee will be Richard J. Osborne, executive vice president and
chief financial officer, and Ruth G. Shaw, executive vice president and chief
administrative officer.
Duke Energy Corporation (NYSE:DUK) is a global energy company with more than
$20 billion in assets. Duke Energy companies provide electric service to
approximately 2 million customers; operate pipelines that deliver 12 percent
of the natural gas consumed in the United States; and are leading marketers
of electricity, natural gas and natural gas liquids. Globally the companies
develop, own and operate energy facilities and provide engineering, management,
operating and environmental services. Contact Duke Energy on the World Wide
Web at http://www.duke-energy.com.
Exhibit 2(b)
News Release
Duke Power Company
P.O. Box 1009
Charlotte, NC 28201-1009
(Duke Power Logo)
June 13, 1997 CONTACT: Randy Wheeless
Office: 704/382-8379
24-Hour: 704/594-0681
DUKE POWER BUYS REMAINING INTEREST IN POWER
MARKETING VENTURE
CHARLOTTE, N.C. -- Duke Power Co. today announced that it has purchased from
affiliates of Louis Dreyfus Corporation the remaining 50 percent interest in
the two companies' power marketing joint venture, Duke/Louis Dreyfus.
Under terms of the purchase, Duke Power will acquire the Louis Dreyfus interest
in exchange for $247 million on Aug. 15, 1997. The purchase will be amortized
on Duke's books over a 10-year period.
Duke Power will retain continued access to the expertise and experience of the
Duke/Louis Dreyfus organization. The venture is to be folded into Duke Energy
Trading and Marketing--a new company that will combine the power marketing
efforts of Duke/Louis Dreyfus and Houston-based PanEnergy Corp. Duke Energy
Trading and Marketing will be based in Houston.
(MORE)
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Duke Power and PanEnergy Corp announced a $7.7 billion merger on Nov. 25, 1996.
The merger is expected to be completed on June 18, 1997, with stock in the
new company, Duke Energy, slated to begin trading on the New York Stock
Exchange on June 19.
Announced in 1994, Duke/Louis Dreyfus was an exclusive agreement between Duke
Power and Louis Dreyfus to participate jointly in power marketing activities,
as well as to provide energy-related services to utilities, municipalities and
other large energy users.
After its formation, the partnership grew to be the second largest electric
power marketing company in the nation. In 1996, Duke/Louis Dreyfus had electric
power marketing sales in excess of $700 million.
Duke Power is one of the largest electric utilities in the nation with 1996
revenues of more than $4.7 billion. For more information on Duke Power, visit
the company's World Wide Web page at www.dukepower.com any time.
