<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1998
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NORTH CAROLINA 56-0205520
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
422 SOUTH CHURCH STREET
CHARLOTTE, NC 28202-1904
(704) 594-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DUKE ENERGY CORPORATION
1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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<S> <C>
RICHARD J. OSBORNE JOHN SPUCHES
EXECUTIVE VICE PRESIDENT DEWEY BALLANTINE LLP
AND CHIEF FINANCIAL OFFICER 1301 AVENUE OF THE AMERICAS
422 SOUTH CHURCH STREET NEW YORK, NEW YORK 10019-6092
CHARLOTTE, NORTH CAROLINA 28202-1904 TELEPHONE NO. 212-259-7700
TELEPHONE NO. 704-382-5159
</TABLE>
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFER-
BE REGISTERED REGISTERED PER SHARE* ING PRICE*
<S> <C> <C> <C>
Common Stock,
without par value......... 15,000,000 shares $58.9375 $884,062,500
<CAPTION>
TITLE OF AMOUNT OF
SECURITIES TO REGISTRATION
BE REGISTERED FEE
<S> <C>
Common Stock,
without par value......... $260,799
</TABLE>
* 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 April 13, 1998.
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 "Corporation" or "Registrant") with
respect to the Duke Energy Corporation 1998 Long-Term Incentive Plan (the
"Plan") referred to on the cover of this Registration Statement. The document(s)
containing the information required in Part I of this Registration Statment will
be sent or given to each of the employees who is selected to
participate 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:
(Bullet) Annual Report on Form 10-K of the Corporation for the fiscal year
ended December 31, 1997.
(Bullet) The description of the Common Stock, without par value (the
"Common Stock"), of the Corporation, which is contained in the
Corporation'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 Corporation 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Corporation by Robert S. Lilien, Vice President and
General Counsel, Corporate and Energy Services, of the Corporation.
As of December 31, 1997, Mr. Lilien beneficially owned approximately 3,964
shares of Common Stock, including phantom shares held under the Corporation's
Executive Savings Plan. Mr. Lilien also currently holds options to acquire 9,800
shares of Common Stock. None of such options are currently exercisable.
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 Corporation 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.
1
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4(a) 1998 Long-Term Incentive Plan of the Registrant (incorporated by
reference to Exhibit A of the Registrant's Definitive Proxy
Statement for the 1998 Annual Meeting of Shareholders, filed with
the Commission on March 16, 1998, File No. 1-4928).
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 4(O) of Form S-8 (Registration No. 333-34655) filed by the
Registrant on August 29, 1997).
5 Opinion of Robert S. Lilien, Esq.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Independent Auditors' Consent of KPMG Peat Marwick LLP.
23(c) Consent of Robert S. Lilien, Esq. (included in Exhibit 5).
24(a) Copy of power of attorney authorizing Robert S. Lilien 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>
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
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
2
<PAGE>
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.
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-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 16th day
of April, 1998.
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 Chief Executive April 16, 1998
Officer (Principal Executive Officer)
RICHARD J. OSBORNE Executive Vice President and Chief Financial April 16, 1998
Officer (Principal Financial Officer)
JEFFREY L. BOYER Vice President and Corporate Controller April 16, 1998
(Principal Accounting Officer)
PAUL M. ANDERSON April 16, 1998
G. ALEX BERNHARDT
ROBERT J. BROWN April 16, 1998
WILLIAM A. COLEY April 16, 1998
WILLIAM T. ESREY A majority of the Directors April 16, 1998
ANN MAYNARD GRAY April 16, 1998
DENNIS R. HENDRIX April 16, 1998
HAROLD S. HOOK April 16, 1998
GEORGE DEAN JOHNSON, JR. April 16, 1998
MAX LENNON April 16, 1998
LEO E. LINBECK, JR. April 16, 1998
JAMES G. MARTIN April 16, 1998
BUCK MICKEL April 16, 1998
R.B. PRIORY April 16, 1998
RUSSELL M. ROBINSON, II April 16, 1998
</TABLE>
Robert S. Lilien, 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.
ROBERT S. LILIEN
ROBERT S. LILIEN
ATTORNEY-IN-FACT
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4(a) 1998 Long-Term Incentive Plan of the Registrant (incorporated by
reference to Exhibit A of the Registrant's Definitive Proxy
Statement for the 1998 Annual Meeting of Shareholders, filed with
the Commission on March 16, 1998, File No. 1-4928).
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 4(O) of Form S-8 (Registration No. 333-34655) filed by the
Registrant on August 29, 1997).
5 Opinion of Robert S. Lilien, Esq.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Independent Auditors' Consent of KPMG Peat Marwick LLP.
23(c) Consent of Robert S. Lilien, Esq. (included in Exhibit 5).
24(a) Copy of power of attorney authorizing Robert S. Lilien 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>
5
<PAGE>
EXHIBIT 5
April 16, 1998
Duke Energy Corporation
422 South Church Street
Charlotte, NC 28242-0001
Gentlemen:
I am a Vice President and General Counsel, Corporate and Energy Services,
of Duke Energy Corporation, a North Carolina corporation (the "Corporation"),
and in such capacity I have examined the Corporation'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 15,000,000 shares of the
Corporation's Common Stock, without par value (the "Shares"), which Shares will
be issued under the Duke Energy Corporation 1998 Long-Term Incentive Plan (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 Corporation 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/ ROBERT S. LILIEN
ROBERT S. LILIEN
<PAGE>
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 13, 1998
appearing in the annual report on Form 10-K of Duke Energy Corporation for the
year ended December 31, 1997.
DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
April 16, 1998
<PAGE>
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 16, 1997, on the
consolidated financial statements of PanEnergy Corp as of December 31, 1996 and
for the years ended December 31, 1996 and 1995, appearing in the Annual Report
on Form 10-K of Duke Energy Corporation for the year ended December 31, 1997.
KPMG Peat Marwick LLP
Houston, Texas
April 16, 1998
<PAGE>
EXHIBIT 23(C)
CONSENT OF COUNSEL
The consent of Robert S. Lilien, Esq., is contained in his opinion filed as
Exhibit 5 to this Registration Statement.
<PAGE>
EXHIBIT 24(A)
DUKE ENERGY CORPORATION
POWER OF ATTORNEY
Registration Statement on Form S-8 under the Securities Act of 1933
with respect to up to 15,000,000 shares of Common Stock, without par value, of
Duke Energy Corporation to be issued under the 1998 Long-Term Incentive Plan
(Registration Statement)
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 the Securities and
Exchange Commission the Registration Statement of said Duke Energy Corporation
and any and all amendments thereto, 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 February, 1998.
DUKE ENERGY CORPORATION
By /s/ R. B. PRIORY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
(Corporate Seal)
ATTEST:
<TABLE>
<S> <C>
/s/ ROBERT T. LUCAS III Assistant Secretary
ROBERT T. LUCAS III
/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 Officer
RICHARD J. OSBORNE (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
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/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
(Director)
HAROLD S. HOOK
/s/ GEORGE DEAN JOHNSON, JR. (Director)
GEORGE DEAN JOHNSON, JR.
(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
</TABLE>
<PAGE>
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 Statement, 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 16th day of April, 1998.
/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 statement or registration statements or amendments
thereto (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 statement or registration statements or amendments
thereto 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;
