<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13E-4/A
(AMENDMENT NO. 1)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
DUKE ENERGY CORPORATION
(NAME OF ISSUER AND PERSON FILING STATEMENT)
----------------
PREFERRED STOCK ($100 PAR VALUE)
4.50% SERIES C 264399791
7.85% SERIES S 264399759
7.00% SERIES W 264399668
6.75% SERIES X 264399650
7.04% SERIES Y 264399643
PREFERRED STOCK A ($25 PAR VALUE)
6.375% 1993 SERIES 264399635
(TITLE OF EACH CLASS OF SECURITIES) (CUSIP NUMBER OF EACH CLASS OF
SECURITIES)
----------------
RICHARD J. OSBORNE
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
422 SOUTH CHURCH STREET
CHARLOTTE, NORTH CAROLINA 28202
(704) 382-5159
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
DECEMBER 18, 1997
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
- -------------------------------------------------------
<S> <C>
$179,459,750 $35,892
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
* In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, the filing fee is determined by multiplying the transaction value
by one-fiftieth of one percent. The transaction value equals the total
amount of funds, excluding fees and other expenses, required to purchase 50
percent of all outstanding shares of each class of securities listed above
pursuant to the Offer described in the Supplement to Offer to Purchase filed
as an Exhibit hereto. Payment of the filing fee due in connection with this
Issuer Tender Offer Statement has been offset by amounts previously paid by
Duke Energy Corporation as discussed below. Accordingly, no fee is payable
at this time.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: $71,075 Filing Party: Duke Energy Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: December 18, 1997
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<PAGE>
INTRODUCTION
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed on December 18, 1997 relating to the offers
by Duke Energy Corporation, a North Carolina corporation ("Duke Energy"), to
purchase for cash any and all outstanding shares of the following series of
its Preferred Stock and Preferred Stock A:
<TABLE>
<CAPTION>
CUSIP OUTSTANDING
TITLE OF SERIES NUMBER SHARES
--------------- --------- -----------
<S> <C> <C>
Preferred Stock ($100 par value)
4.50% Series C....................................... 264399791 350,000
7.85% Series S....................................... 264399759 600,000
7.00% Series W....................................... 264399668 500,000
6.75% Series X....................................... 264399650 500,000
7.04% Series Y....................................... 264399643 600,000
Preferred Stock A ($25 par value)
6.375% 1993 Series................................... 264399635 2,400,000
</TABLE>
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated December 18, 1997 (the "Offer to Purchase") and in the related
Letters of Transmittal (which together constituted the "Offer"). The Offer to
Purchase is amended and supplemented by a Supplement thereto dated January 21,
1998 (the "Supplement").
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and supplemented by the following:
(b)-(c) The information contained in "INTRODUCTION" of the Supplement is
incorporated herein by reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 2 is hereby amended and supplemented by the following:
(a) The information set forth in "Source and Amount of Funds" of the
Supplement is incorporated herein by reference.
2
<PAGE>
ITEM 8. ADDITIONAL INFORMATION.
(e) See Exhibits 9(a)(1), 9(a)(2) and 9(a)(11).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
9(a)(1)* Offer to Purchase dated December 18, 1997.
9(a)(2)* Form of Letter of Transmittal.
9(a)(3)* Form of Notice of Guaranteed Delivery.
9(a)(4)* Form of Letter to Brokers, Dealers, Banks, Trust Companies and
Other Nominees, dated December 18, 1997.
9(a)(5)* Form of Letter to Clients of Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
9(a)(6)* Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
9(a)(7)* Form of summary advertisement of Duke Energy, dated December 19,
1997.
9(a)(8)* Form of letter to Shareholders, dated December 18, 1997.
9(a)(9)* Press release, dated December 18, 1997.
9(a)(10) Press release, dated January 21, 1998.
9(a)(11) Form of Supplement, dated January 21, 1998, to Offer to Purchase
dated December 18, 1997.
9(b) Not applicable.
9(c) Not applicable.
9(d) Not applicable.
9(e) Not applicable.
9(f) Not applicable.
9(g)(1) Annual Report on Form 10-K for the year ended December 31, 1996,
filed by Duke Power Company, incorporated by reference to SEC
File No. 1-4928.
9(g)(2) Annual Report on Form 10-K for the year ended December 31, 1996,
filed by PanEnergy Corp, incorporated by reference to SEC File
No. 1-8157.
9(g)(3) Current Report on Form 8-K filed by Duke Energy Corporation on
December 4, 1997, incorporated by reference to SEC File No. 1-
4928.
9(g)(4) Quarterly Report on Form 10-Q filed by Duke Energy Corporation
on November 14, 1997, incorporated by reference to SEC File No.
1-4928.
</TABLE>
- --------
* Previously filed.
3
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: January 22, 1998
DUKE ENERGY CORPORATION
/s/ Richard J. Osborne
By: _________________________________
Richard J. Osborne
Executive Vice President and
Chief Financial Officer
4
<PAGE>
Facsimile copies of the applicable Letter of Transmittal for the Series of
Preferred or Series of Preferred A to be tendered will be accepted. The Letter
of Transmittal and certificates for Shares should be sent or delivered by each
tendering shareholder of Duke Energy or such shareholder's broker, dealer,
bank or trust company to the Depositary at one of its addresses set forth
below.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
By Mail: By Overnight Delivery: By Hand:
Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop--Reorg New York, NY 10271
Attn: Reorganization Ridgefield Park, NJ 07660 Attn: Reorganization
Department Attn: Reorganization Department Department
By Facsimile Transmission:
(201) 329-8936
Confirm by Telephone:
(201) 296-4860
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Managers at the respective telephone numbers and addresses
listed below. Requests for additional copies of this Supplement to Offer to
Purchase, the Offer to Purchase, the applicable Letter of Transmittal or other
tender offer materials may be directed to the Information Agent or the Dealer
Managers, and such copies will be furnished promptly at Duke Energy's expense.
Shareholders may also contact their local broker, dealer, bank or trust
company for assistance concerning the Offer.
The Information Agent for the Offer is:
GEORGESON & COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll-Free: (800) 223-2064
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
85 Broad Street World Financial Center
New York, New York 10004 North Tower
(800) 828-3182 New York, New York 10281
(888) ML4-TNDR (toll-free)
(888) 654-8637
<PAGE>
EXHIBIT 9(a)(10)
Jan. 21, 1998
CONTACT: Randy Wheeless
Office: 704/382-8379
24-Hour: 704/594-0681
DUKE ENERGY CORP. REVISES PRICING AND
EXTENDS OFFERS FOR PREFERRED ISSUES
CHARLOTTE, N.C. -- Duke Energy Corp. today announced that it has increased the
prices of its offers to purchase six of its preferred issues, extended the
expiration dates of the offers to Feb. 3, 1998, and limited acceptances to a
maximum of 50 percent of the outstanding shares of each issue.
The issues, Cusip numbers and increased purchase prices for the issues
are as follows:
ISSUE CUSIP NUMBER PURCHASE PRICE
PREFERRED STOCK ($100 PAR VALUE)
4.50 percent Series C 264399791 $ 92.03
6.75 percent Series X 264399650 116.41
7.00 percent Series W 264399668 116.24
7.04 percent Series Y 264399643 116.96
7.85 percent Series S 264399759 119.44
PREFERRED STOCK A ($25 PAR VALUE)
6.375 percent 1993 Series 264399635 $ 28.56
The offers, proration period and withdrawal rights will now expire at
midnight, New York City time, on Tuesday, Feb. 3, 1998, unless further extended.
The offers had been scheduled to expire at midnight, New York City time, on Jan.
20, 1998. The offers are not conditioned upon any minimum number of shares being
tendered and the offer with respect to each series of preferred stock is not
conditioned on the offer for any other series of preferred stock.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares. The offers are made solely by the Offer to Purchase, dated
Dec. 18, 1997, as supplemented by a Supplement to the Offer to Purchase dated
Jan. 21, 1998, and are subject to certain conditions specified therein, which,
except as set forth above, remain unchanged.
The dealer-managers for the tender offers are Goldman, Sachs & Co. and Merrill
Lynch & Co. The information agent is Georgeson & Co.
Shareholders, who have questions or requests for assistance, should call the
information agent at (800) 223-2064, Goldman, Sachs & Co. at (800) 828-3182, or
Merrill Lynch & Co. at (888) 654-8637.
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.
# # #
<PAGE>
EXHIBIT 9(A)(11)
DUKE ENERGY CORPORATION
SUPPLEMENT TO OFFER TO PURCHASE FOR CASH
OUTSTANDING SHARES OF THE FOLLOWING SERIES OF ITS
PREFERRED STOCK AND PREFERRED STOCK A AT INCREASED PRICES
<TABLE>
<CAPTION>
CUSIP OUTSTANDING PURCHASE PRICE
TITLE OF SERIES NUMBER SHARES PER SHARE
- --------------- --------- ----------- --------------
<S> <C> <C> <C>
Preferred Stock ($100 par value)
4.50% Series C.......................... 264399791 350,000 $ 92.03
7.85% Series S.......................... 264399759 600,000 $119.44
7.00% Series W.......................... 264399668 500,000 $116.24
6.75% Series X.......................... 264399650 500,000 $116.41
7.04% Series Y.......................... 264399643 600,000 $116.96
Preferred Stock A ($25 par value)
6.375% 1993 Series...................... 264399635 2,400,000 $ 28.56
</TABLE>
THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY,
FEBRUARY 3, 1998, UNLESS THE OFFER IS FURTHER EXTENDED.
The following amends and supplements the Offer to Purchase dated December
18, 1997 ("Offer to Purchase") of Duke Energy Corporation, a North Carolina
corporation ("Duke Energy"), pursuant to which Duke Energy is offering to
purchase for cash shares of each Series of Preferred Stock and the Series of
Preferred Stock A listed above (a "Series of Preferred" and a "Series of
Preferred A," respectively; the Series of Preferred A being sometimes referred
to herein as the "6.375% Preferred A"). Duke Energy has increased the price to
be paid in the Offer (as defined below) for each Series of Preferred and
Series of Preferred A as set forth above, upon the terms and subject to the
conditions set forth in the Offer to Purchase, this Supplement and the related
Letters of Transmittal (which together constitute the "Offer"). Duke Energy
will purchase all of the shares validly tendered and not withdrawn up to
175,000 shares sought of the 4.50% Series C, up to 300,000 shares sought of
the 7.85% Series S, up to 250,000 shares sought of the 7.00% Series W, up to
250,000 shares sought of the 6.75% Series X, up to 300,000 shares sought of
the 7.04% Series Y and up to 1,200,000 shares sought of the 6.375% Preferred A
(each, the "Amount Sought"), upon the terms and subject to the conditions of
the Offer, including the provisions relating to proration described herein.
Shares not purchased, including those not purchased because of proration, will
be returned as promptly as practicable following the applicable Expiration
Date. Capitalized terms not otherwise defined herein have the meanings set
forth in the Offer to Purchase.
THE OFFER FOR A SERIES OF PREFERRED OR SERIES OF PREFERRED A IS INDEPENDENT
OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED OR SERIES OF PREFERRED A. THE
OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES OF THE APPLICABLE
SERIES OF PREFERRED OR SERIES OF PREFERRED A BEING TENDERED. THE OFFER,
HOWEVER, IS SUBJECT TO CERTAIN CONDITIONS.
IMPORTANT
Any shareholder desiring to tender all or any portion of such shareholder's
shares should either (1) complete and sign the applicable Letter of
Transmittal or a facsimile thereof in accordance with the instructions in the
Letter of Transmittal, mail or deliver it and any other required documents to
the Depositary specified herein, and either deliver the certificates for
shares to the Depositary along with the Letter of Transmittal or deliver such
shares pursuant to the procedure for book-entry transfer set forth in "Terms
of the Offer--Procedure for Tendering Shares" in the Offer to Purchase or (2)
request such shareholder's broker, dealer, bank, trust company or other
nominee to effect the transaction. A shareholder whose shares are registered
in the name of a broker, dealer, bank, trust company or other nominee must
contact such broker, dealer, bank, trust company or other nominee if such
shareholder desires to tender such shares. Any shareholder who desires to
tender shares and whose certificates for such shares are not immediately
available, or who cannot comply in a timely manner with the procedure for
book-entry transfer, should tender such shares by following the procedures for
guaranteed delivery set forth in "Terms of the Offer--Procedure for Tendering
Shares--Guaranteed Delivery Procedure" in the Offer to Purchase.
NEITHER DUKE ENERGY, ITS BOARD OF DIRECTORS NOR ANY OF ITS EXECUTIVE
OFFICERS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER
ANY OR ALL SHARES. SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
Questions or requests for assistance or for additional copies of this
Supplement to Offer to Purchase, the Offer to Purchase, the Letter of
Transmittal for a Series of Preferred or Series of Preferred A or other tender
offer materials may be directed to the Information Agent or the Dealer
Managers at their respective addresses and telephone numbers set forth on the
back of this Supplement to Offer to Purchase.
----------------
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
----------------
The date of this Supplement to Offer to Purchase is January 21, 1998.
<PAGE>
INTRODUCTION
The following amends and supplements the Offer to Purchase dated December 18,
1997 ("Offer to Purchase") of Duke Energy Corporation, a North Carolina
corporation ("Duke Energy"), pursuant to which Duke Energy is offering to
purchase for cash shares of each Series of Preferred and Series of Preferred A.
Duke Energy has increased the price to be paid in the Offer as indicated:
<TABLE>
<CAPTION>
PURCHASE PRICE
PER SHARE
--------------
<S> <C>
4.50% Preferred Stock, Series C ("4.50% Series C")....... $ 92.03
7.85% Preferred Stock, Series S ("7.85% Series S")....... 119.44
7.00% Preferred Stock, Series W ("7.00% Series W")....... 116.24
6.75% Preferred Stock, Series X ("6.75% Series X")....... 116.41
7.04% Preferred Stock, Series Y ("7.04% Series Y")....... 116.96
6.375% Preferred Stock A, 1993 Series ("6.375% Preferred
A")..................................................... 28.56
</TABLE>
(collectively, the "Shares"), net to the seller in cash, upon the terms and
subject to the conditions of the Offer. Duke Energy will purchase up to the
Amount Sought (as defined below) of each Series of Preferred or Series of
Preferred A validly tendered and not withdrawn, upon the terms and subject to
the conditions of the Offer (as described in the Offer to Purchase as amended
and supplemented by this Supplement).
Duke Energy has also extended the Expiration Date of the Offer to 12:00
midnight, New York City time, on Tuesday, February 3, 1998, unless further
extended. Duke Energy will purchase all of the Shares validly tendered and not
withdrawn up to 175,000 Shares sought of the 4.50% Series C, up to 300,000
Shares sought of the 7.85% Series S, up to 250,000 Shares sought of the 7.00%
Series W, up to 250,000 Shares sought of the 6.75% Series X, up to 300,000
Shares sought of the 7.04% Series Y and up to 1,200,000 Shares sought of the
6.375% Preferred A (each, the "Amount Sought"), upon the terms and subject to
the conditions of the Offer, including the provisions relating to proration
described herein. Shares not purchased, including those not purchased because
of proration, will be returned as promptly as practicable following the
applicable Expiration Date.
This Supplement should be read in conjunction with the Offer to Purchase.
Except as set forth in this Supplement, the terms and conditions of the Offer
previously set forth in the Offer to Purchase and the applicable Letter of
Transmittal mailed with the Offer to Purchase remain applicable in all respects
to the Offer. Shareholders who have not tendered and desire to do so must use
the applicable Letter of Transmittal previously delivered to them with the
Offer to Purchase. Terms used but not defined herein have the meanings set
forth in the Offer to Purchase.
THE OFFER FOR A SERIES OF PREFERRED OR A SERIES OF PREFERRED A IS INDEPENDENT
OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED OR SERIES OF PREFERRED A. THE
OFFER IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES OF THE APPLICABLE
SERIES OF PREFERRED OR SERIES OF PREFERRED A BEING TENDERED. THE OFFER,
HOWEVER, IS SUBJECT TO CERTAIN CONDITIONS. SEE "TERMS OF THE OFFER--CERTAIN
CONDITIONS OF THE OFFER" IN THE OFFER TO PURCHASE.
EACH SERIES OF PREFERRED AND SERIES OF PREFERRED A HAS ITS OWN LETTER OF
TRANSMITTAL, AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR
SERIES OR A NOTICE OF GUARANTEED DELIVERY FOR SUCH SERIES MAY BE USED TO TENDER
SHARES OF SUCH SERIES.
S-2
<PAGE>
The discussion set forth in the Offer to Purchase under "Terms of the
Offer--Number of Shares; Purchase Price; Expiration Date; Receipt of Dividend"
is hereby amended and supplemented as follows:
Upon the terms and subject to the conditions described in this Supplement,
the Offer to Purchase and the applicable Letter of Transmittal, Duke Energy
will purchase up to the Amount Sought of any Series of Preferred or Series of
Preferred A validly tendered and not withdrawn on or prior to the Expiration
Date with respect to that Series of Preferred or Series of Preferred A at a
price of $92.03 per Share for the 4.50% Series C, $119.44 per Share for the
7.85% Series S, $116.24 per Share for the 7.00% Series W, $116.41 per Share
for the 6.75% Series X, $116.96 per Share for the 7.04% Series Y and $28.56
per Share for the 6.375% Preferred A.
The later of 12:00 midnight, New York City time, on February 3, 1998, or the
latest time and date to which the Offer with respect to a Series of Preferred
or Series of Preferred A is extended is referred to herein as the Expiration
Date with respect to that Series of Preferred or Series of Preferred A. If the
Offer is oversubscribed with respect to a Series of Preferred or Series of
Preferred A, only Shares tendered on or prior to the Expiration Date with
respect to that Series of Preferred or Series of Preferred A shall be eligible
for proration.
The discussion set forth in the Offer to Purchase under "Terms of the
Offer--Procedure for Tendering Shares" is hereby amended and supplemented as
follows:
The applicable Letter of Transmittal or the applicable Notice of Guaranteed
Delivery previously delivered with the Offer to Purchase must be used to
tender Shares of a Series of Preferred or Shares of the Series of Preferred A.
HOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE OFFER
AND NOT PROPERLY WITHDRAWN SUCH SHARES HAVE VALIDLY TENDERED SUCH SHARES FOR
PURPOSES OF THE OFFER AND NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO RECEIVE
THE INCREASED PRICE PER SHARE OF PREFERRED STOCK AND PREFERRED STOCK A
PURSUANT TO THE OFFER. SUCH HOLDERS, HOWEVER, WILL ALSO BE SUBJECT TO THE
PRORATION PROVISIONS DISCUSSED BELOW.
The following amends and supplements the discussion in the Offer to Purchase
under "Terms of the Offer."
PRORATION
Upon the terms and subject to the conditions of the Offer, if no more Shares
than the Amount Sought of a Series of Preferred or Series of Preferred A have
been validly tendered and not withdrawn on or prior to the Expiration Date
with respect to that Series of Preferred or Series of Preferred A, Duke Energy
will purchase all such Shares. Upon the terms and subject to the conditions of
the Offer, if more Shares than the Amount Sought of a Series of Preferred or
Series of Preferred A (or, if decreased as described herein, such lesser
number as Duke Energy may elect to purchase pursuant to the Offer) have been
validly tendered and not withdrawn on or prior to the Expiration Date with
respect to that Series of Preferred or Series of Preferred A, Duke Energy will
purchase Shares of that Series of Preferred or Series of Preferred A from each
tendering holder on a pro rata basis, subject to adjustment to avoid the
purchase of fractional Shares.
If proration of tendered Shares of a Series of Preferred or Series of
Preferred A is required, because of the difficulty in determining the number
of Shares of that Series of Preferred or Series of Preferred A validly
tendered (including Shares tendered by the guaranteed delivery procedure
described under "Terms of the Offer--Procedure for Tendering Shares--
Guaranteed Delivery
S-3
<PAGE>
Procedure" in the Offer to Purchase), Duke Energy does not expect that it will
be able to announce the final proration factor or to commence payment for any
Shares of such Series of Preferred or Series of Preferred A purchased pursuant
to the Offer until approximately five business days after the applicable
Expiration Date. Preliminary results of proration will be announced by press
release as promptly as practicable after such Expiration Date. Holders of
Shares may obtain such preliminary information from the Dealer Managers or the
Information Agent and may also be able to obtain such information from their
brokers.
All tendered Shares not purchased pursuant to the Offer, including Shares
not purchased because of proration, will be returned to the tendering
shareholders at Duke Energy's expense as promptly as practicable following the
applicable Expiration Date.
The discussion set forth in the Offer to Purchase under "Terms of the
Offer--Acceptance for Payment of Shares and Payment of Purchase Price" is
hereby amended and supplemented as follows:
Upon the terms and subject to the conditions of the Offer (including the
proration provisions) and as promptly as practicable after the Expiration Date
with respect to a Series of Preferred or Series of Preferred A, Duke Energy
will accept for payment and pay for Shares of that Series of Preferred or
Series of Preferred A validly tendered up to the Amount Sought.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares properly tendered or if proration is required.
The discussion set forth in the Offer to Purchase under "Price Range of
Shares; Dividends" is hereby amended and supplemented as follows:
The table setting forth the price range of Shares of 6.375% Preferred A is
amended by revising the last line thereof and adding a line as follows:
<TABLE>
<S> <C>
4th Quarter............................ 28 5/8 25 5/8
1998: 1st Quarter (through January 20)....... 28 3/8 28 1/4
</TABLE>
On January 20, 1998, the last trading day prior to the announcement of the
terms set forth in this Supplement, the last reported sale price on the New
York Stock Exchange per Share of 6.375% Preferred A was $28 1/4.
SOURCE AND AMOUNT OF FUNDS
The discussion set forth in the Offer to Purchase under "Source and Amount
of Funds" is hereby amended and supplemented as follows:
Assuming that Duke Energy purchases the Amount Sought of each Series of
Preferred and Series of Preferred A pursuant to the Offer, the total amount of
funds required by Duke Energy to purchase such Shares would be $179,459,750,
excluding fees and other expenses.
S-4
