SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 17, 1998
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 28202-1904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-594-6200
ITEM 5. OTHER EVENTS
Duke Energy Board of Directors Adopts Shareholder Rights Plan
On December 17, 1998, Duke Energy's board of directors adopted a shareholder
rights plan, which is subject to approval by the North Carolina Utilities
Commission and The Public Service Commission of South Carolina. The plan is
intended to assure fair and equal treatment for all shareholders in the event of
a hostile takeover attempt and to encourage a potential acquirer to negotiate
with the board a fair price for all shareholders before attempting a takeover.
The adoption of the plan is not in response to any takeover offer or threat.
Upon approval of the plan, Duke Energy will make a dividend distribution of one
right to purchase a unit of preference stock of the corporation for each
outstanding share of the corporation's common stock, as of a record date to be
fixed by the management committee of the board of directors. Shareholders are
not required to take any action to receive their rights distribution.
Prior to the date upon which the rights would become exercisable under the plan,
Duke Energy's outstanding stock certificates will represent both the shares of
Duke Energy common stock and the rights, and the rights will trade only with the
shares.
Upon a "triggering event" under the plan -- 10 days after a person or group
acquires, or 10 business days after the announcement of a tender or exchange
offer to acquire, 15 percent or more of Duke Energy's outstanding common stock
- -- the rights will trade independently of the outstanding shares. The rights
will become exercisable in the event that a person or group acquires 15 percent
or more of Duke Energy common stock and only when the rights are no longer
redeemable.
After becoming exercisable, each right -- except those held by an acquiring
person whose rights would become void -- will entitle the holder to purchase at
the exercise price additional Duke Energy common stock having a current market
value of two times the exercise price. If the corporation is acquired in a
merger or other business combination, each right will entitle the holder to
purchase, at the exercise price, common stock of the acquirer having a current
market value of two times the exercise price. In either case, after a triggering
event occurs but before an
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acquiring person becomes the owner of at least 50 percent of Duke Energy's
outstanding common stock, Duke Energy's board of directors may direct the
exchange of one share of common stock for each right.
The corporation may redeem the rights at 1 cent per right at the direction of
the board of directors. The rights will expire 10 years from the date of
adoption of the plan by the board of directors unless redeemed earlier or
exchanged by Duke Energy. The board of directors has directed the outside
directors of the Nominating Committee to review the plan, when and as it may
deem appropriate, but at least every three years, with authority to recommend
modifications to the plan or redemption of the rights to the board of directors
as it may determine to be in the best interest of the corporation and its
shareholders.
Duke Energy will mail additional information to its shareholders as of the
record date for distribution of the rights, which is expected to be shortly
after state regulators consider and approve the plan.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit 99.1 Duke Energy News Release dated December 17, 1998
announcing adoption of a shareholder rights plan by Duke Energy's
board of directors.
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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: /s/ Richard J. Osborne
________________________
Richard J. Osborne
Executive Vice President
and Chief Financial Officer
Dated: December 18, 1998
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Exhibit Index
Exhibit Description
- ------- -----------
99.1 Press Release of registrant dated December 17, 1998.
Exhibit 99.1
Dec. 17, 1998 CONTACT: Randy Wheeless
Office: 704/382-8379
24-Hour: 704/382-8333
SHAREHOLDER RIGHTS PLAN ADOPTED AT DUKE ENERGY
CHARLOTTE, N.C. -- Duke Energy's board of directors today adopted a shareholder
rights plan, which is subject to approval by the North Carolina Utilities
Commission and the Public Service Commission of South Carolina.
The plan is an outgrowth of a review of the company's overall corporate
governance. It is being adopted as part of the board's responsibility to the
corporation's shareholders and was not because of any takeover offer or threat.
The plan is designed to encourage any potential acquirer to negotiate with the
directors elected to represent the interests of all shareholders.
"The shareholder rights plan is intended to protect our shareholders from
abusive takeover tactics that may be used to gain control of the corporation
without paying all shareholders a fair price -- or without regard to the
strategic value of the business," said Richard B. Priory, chairman, president
and chief executive officer of Duke Energy. "This plan will not prevent
takeovers, but should encourage anyone attempting to acquire Duke Energy to
first negotiate with the board of directors.
"A number of companies have adopted similar plans over the past few years,"
Priory added. "Our plan is designed to allow sufficient time to maximize
shareholder value in the event of an unsolicited bid for the shares of the
corporation."
- more -
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- 2 -
Duke Energy (NYSE: DUK) is a global energy company with more than $24 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.
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