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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 2)
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)
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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)
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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
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<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE*
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<S> <C>
$179,459,750 $35,892
</TABLE>
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* 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 to Amendment No. 1 to the Schedule 13E-4. 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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This Amendment No. 2 constitutes the final amendment to the Issuer
Tender Offer Statement on Schedule 13E-4 filed by Duke Energy Corporation, a
North Carolina corporation ("Duke Energy"), on December 18, 1997, as amended by
Amendment No. 1 on January 22, 1998 (the "Schedule 13E-4"). All terms used
herein unless otherwise defined shall have the meaning given to them in the
Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
Paragraph (e) of Item 8 of the Schedule 13E-4 is amended to add the
following:
On February 4 and February 9, 1998, Duke Energy issued press releases
announcing the final results of the Offers, which expired at 12:00 midnight, New
York City time, on Tuesday, February 3, 1998. Pursuant to the Offers, Duke
Energy accepted for payment 175,000 shares of the 254,603 shares validly
tendered and not withdrawn of the 4.50% Series C at a purchase price per share
of $92.03, 300,000 shares of the 497,276 shares validly tendered and not
withdrawn of the 7.85% Series S at a purchase price per share of $119.44,
250,000 shares of the 268,022 shares validly tendered and not withdrawn of the
7.00% Series W at a purchase price per share of $116.24, 250,000 shares of the
253,650 shares validly tendered and not withdrawn of the 6.75% Series X at a
purchase price per share of $116.41, 300,000 shares of the 316,432 shares
validly tendered and not withdrawn of the 7.04% Series Y at a purchase price per
share of $116.96, and 1,142,815 shares validly tendered and not withdrawn of the
6.375% Preferred A at a purchase price per share of $28.56, which constitute the
purchase prices for the respective Offers. The final proration factors for the
Offers are approximately 68.7% for the Offer for shares of the 4.50% Series C,
approximately 60.3% for the Offer for shares of the 7.85% Series S,
approximately 93.3% for the Offer for shares of the 7.00% Series W,
approximately 98.6% for the Offer for the shares of the 6.75% Series X and
approximately 94.8% for the Offer for shares of the 7.04% Series Y.
ChaseMellon Shareholder Services, the depository for the Offers,
effected payments on February 10, 1998 for the shares accepted under the
Offers. Duke Energy expects that ChaseMellon will return unpurchased shares
tendered under the Offers promptly.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibits:
(a)(12) Press release, dated February 4, 1998.
(a)(13) Press release, dated February 4, 1998.
(a)(14) Press release, dated February 9, 1998.
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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: February 13, 1998
DUKE ENERGY CORPORATION
/s/ Richard J. Osborne
By: _________________________________
Richard J. Osborne
Executive Vice President and
Chief Financial Officer
4
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EXHIBIT INDEX
Exhibit No. Description
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9(a)(12) Press Release, dated February 4, 1998
9(a)(13) Press Release, dated February 4, 1998
9(a)(14) Press Release, dated February 9, 1998
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EXHIBIT 9(a)(12)
Feb. 4, 1998 CONTACT: Randy Wheeless
Office: 704/382-8379
24-Hour: 704/594-0681
DUKE ENERGY CORP. CONCLUDES TENDER OFFER FOR
PREFERRED STOCK ISSUES
CHARLOTTE, N.C. -- Duke Energy Corp. today announced that its tender offers to
purchase for cash six series of preferred stock expired at midnight EST on
Tuesday, Feb. 3, 1998, as scheduled.
The issues involved are:
<TABLE>
<CAPTION>
ISSUE CUSIP NUMBER
<S> <C>
PREFERRED STOCK ($100 PAR VALUE)
4.50 percent Series C 264399791
6.75 percent Series X 264399650
7.00 percent Series W 264399668
7.04 percent Series Y 264399643
7.85 percent Series S 264399759
PREFERRED STOCK A ($25 PAR VALUE)
6.375 percent 1993 Series 264399635
</TABLE>
In accordance with the terms of the offers, the corporation will purchase all
the shares properly tendered, subject to the proration and other provisions of
the tender offers. Payment for the shares is expected to be made as promptly as
practical.
The dealer-managers for the tender offers are Goldman, Sachs & Co. and Merrill
Lynch & Co., and the depositary is ChaseMellon. 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.
###
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EXHIBIT 9(a)(13)
Feb. 4, 1998 CONTACT: Randy Wheeless
Office: 704/382-8379
24-Hour: 704/594-0681
DUKE ENERGY CORP. CONCLUDES TENDER OFFER FOR
PREFERRED STOCK ISSUE
CHARLOTTE, N.C. -- Duke Energy Corp. today announced that its tender offer to
purchase for cash its 6.375% Preferred Stock A, 1993 Series (CUSIP No.
264399635) expired at midnight EST on Tuesday, Feb. 3, 1998, as scheduled.
In accordance with the terms of the offer, the corporation will purchase the
approximately 1,138,043 shares properly tendered, subject to the provisions of
the tender offer. Payment for the shares is expected to be made as promptly as
practicable.
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.
###
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Exhibit 9(a)(14)
Feb. 9, 1998 CONTACT: Randy Wheeless
Office: 704/382-8379
24-Hour: 704/594-0681
DUKE ENERGY CORP. ANNOUNCES FINAL RESULTS FROM TENDER OFFERS FOR
PREFERRED STOCK ISSUES
CHARLOTTE, N.C. -- Duke Energy Corp. today announced the final results from its
tender offers to purchase for cash six series of preferred stock which expired
at midnight EST on Tuesday, Feb. 3, 1998, as scheduled.
The number of shares tendered in the offers (and percentages of the total
outstanding before the offer) are as follows:
<TABLE>
<CAPTION>
Tender Results
Issue CUSIP Number Shares % Tendered
<S> <C> <C> <C>
Preferred stock ($100 par value)
4.50 percent Series C 264399791 254,603 73%
6.75 percent Series X 264399650 253,650 51%
7.00 percent Series W 264399668 268,022 54%
7.04 percent Series Y 264399643 316,432 53%
7.85 percent Series S 264399759 497,276 83%
Preferred Stock A ($25 par value)
6.375 percent 1993 Series 264399635 1,142,815 48%
</TABLE>
In accordance with the terms of the offers, the corporation will purchase all
the shares properly tendered, subject to the proration and other provisions of
the tender offers. Payment for the shares is expected to be made as promptly as
practicable. 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.
###
