SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
DUKE ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
North Carolina 56-0205520
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
526 South Church Street
Charlotte, North Carolina 28201-1006
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered: each class is to be listed:
Preference Stock Purchase New York Stock Exchange, Inc.
Rights
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The following summaries of certain provisions of the Rights Agreement do
not purport to be complete and are subject, and are qualified in their entirety
by reference, to all the provisions of the Rights Agreement, including the
definition therein of certain terms.
On December 17, 1998, the Board of Directors of Duke Energy
Corporation (the "Corporation") authorized and declared, subject to receipt of
certain regulatory approvals, a dividend distribution of one right (a "Right")
for each outstanding share of common stock, without par value, of the
Corporation (the "Common Stock") to shareholders of record at the close of
business on a record date to be fixed upon receipt of such approvals. On
February 9, 1999, after receipt of such approvals, the Management Committee of
the Board of Directors fixed February 22, 1999 as the record date. Each Right
entitles the holder of Common Stock to purchase from the Corporation a unit (a
"Unit") consisting of one ten-thousandth of a share of Series A Participating
Preference Stock, $100 par value, of the Corporation (the "Preference Stock"),
at a Purchase Price of $190 per Unit (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in the Rights
Agreement (the "Rights Agreement"), dated as of December 17, 1998, between the
Corporation and The Bank of New York, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. The Rights will separate from the Common Stock
and a Distribution Date will occur upon the earlier of (i) ten days following
public announcement that a person or group of affiliated or associated persons,
with such exceptions as are set forth in the Rights Agreement (an "Acquiring
Person"), has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding shares of Common Stock (the "Stock Acquisition
Date") or (ii) ten Business Days (or such later date as the Board of Directors
may determine) following the commencement of, or first public announcement of
the intent of a person or group to commence, a tender offer or exchange offer
that would result in a person or group (with such exceptions as are set forth in
the Rights Agreement) beneficially owning 15% or more of such outstanding shares
of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced
by the Common Stock certificates and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after
February 22, 1999 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding at the close of business on February 22, 1999 or thereafter
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificates.
An Acquiring Person does not include (i) the Corporation, any
subsidiary of the Corporation, any employee benefit plan or employee stock plan
of the Corporation or of any subsidiary of the Corporation or (ii) any person or
group whose ownership of 15% or more of the shares of Common Stock then
outstanding results solely from any action or transaction or series of related
actions or transactions approved by the Board of Directors before such person or
group became an Acquiring Person.
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The Rights are not exercisable until the Distribution Date and will
expire at the close of business on December 16, 2008, unless earlier redeemed or
exchanged by the Corporation as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, only shares of Common Stock outstanding prior to the
Distribution Date will be issued with Rights.
In the event that an Acquiring Person becomes the beneficial owner
of 15% or more of the then outstanding shares of Common Stock, each holder of a
Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Corporation), having a value equal to two times the Exercise Price of the Right.
The Exercise Price is the Purchase Price times the number of shares of Common
Stock associated with each Right (initially, one). Notwithstanding any of the
foregoing, following the occurrence of an event set forth in this paragraph, all
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void. However, Rights are not exercisable following the occurrence of an event
set forth in this paragraph until such time as the Rights are no longer
redeemable by the Corporation as set forth below.
In the event that, following the Stock Acquisition Date, (i) the
Corporation is acquired in a merger or consolidation in which the Corporation is
not the surviving corporation, (ii) the Corporation engages in a merger or
consolidation in which the Corporation is the surviving corporation and the
Common Stock of the Corporation is changed or exchanged, or (iii) more than 50%
of the Corporation's assets or earning power is sold or transferred, each holder
of a Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise of the Right, Common
Stock of the acquiring company having a value equal to two times the Exercise
Price of the Right.
The Purchase Price payable, and the number of Units of Preference
Stock or other securities or property issuable upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preference Stock, (ii) if holders of the Preference Stock are granted certain
rights or warrants to subscribe for Preference Stock or securities convertible
into Preference Stock at less than the current market price of the Preference
Stock, or (iii) upon the distribution to holders of the Preference Stock of
evidences of indebtedness or assets (excluding regular quarterly cash dividends)
or of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of Units of
Preference Stock issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Stock or a dividend on
the Common Stock payable in Common Stock or subdivisions or combinations of the
Common Stock occurring, in any such case, prior to the Distribution Date.
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With certain exceptions, no adjustments in the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units are required to be issued and, in lieu thereof, an
adjustment in cash be made based on the market price of the Preference Stock on
the last trading date prior to the date of exercise.
At any time after a person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50% or more of the outstanding Common Stock, the Board of Directors
may exchange the Rights (other than Rights owned by such person or its
affiliates and associates, which have become void), in whole or in part, at an
exchange ratio of one share of Common Stock, or one ten-thousandth of a share of
Preference Stock (or of a share of a series of the Corporation's preference
stock having equivalent preferences, limitations and relative rights), per Right
(subject to adjustment).
At any time until ten Business Days following the Stock Acquisition
Date, the Corporation may redeem the Rights in whole, but not in part, at a
price of $.01 per Right, subject to adjustment. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
redemption price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Corporation, including, without limitation,
the right to vote or to receive dividends.
Except as set forth below, any of the provisions of the Rights
Agreement may be amended at the direction of the Board of Directors prior to the
Distribution Date. After the Distribution Date, any provision of the Rights
Agreement may be amended at the direction of the Board of Directors without the
approval of holders of Rights Certificates in order to make changes which do not
adversely affect the interests of holders of Rights Certificates (excluding the
interests of any Acquiring Person) or to shorten or lengthen any time period
under the Rights Agreement, except that no amendment to lengthen the time period
governing redemption may be made at such time as the Rights are not redeemable
nor may any other time period be lengthened except to protect the rights of
holders of Rights. In no case, however, may the Rights Agreement be amended to
change (other than pursuant to certain adjustments therein) the fraction of a
share of Preference Stock for which a Right is exercisable or to advance the
Final Expiration Date.
As of February 22, 1999, there were 363,464,761 shares of Common
Stock outstanding, and there were approximately 25,000,000 shares of Common
Stock reserved for issuance under various stock plans of the Corporation or its
subsidiaries. There will be 50,000 shares of Preference Stock reserved for
issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the
Corporation on terms not approved by the Board of Directors of the Corporation.
The Rights should not interfere with any merger or other business combination
approved by the Board of Directors of the Corporation since the Board of
Directors may, at its option, at any time prior to the close of business on the
earlier of
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(i) the tenth business day following the Stock Acquisition Date or (ii)
December 16, 2008 redeem all, but not less than all, the then outstanding
Rights at the Redemption Price. The Restated Articles of Incorporation of the
Corporation provide for a classified Board of Directors.
The Board of Directors has directed the outside directors of the
Nominating Committee of the Board of Directors (or any committee of the Board of
Directors that shall succeed to its functions) to review the Rights Plan without
the participation in any way of any member of the Nominating Committee who may
be an employee of the Corporation, when and as it may deem appropriate, and at
least every three years, with authority to recommend modifications to the Rights
Plan or redemption of the Rights to the Board of Directors as it may determine
to be in the best interests of the Corporation and its shareholders.
The form of Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights, which includes as Exhibit B the Form
of Rights Certificate, is attached as an exhibit hereto and is incorporated
herein by reference. The foregoing description of the Rights does not purport to
be complete and is qualified in its entirety by reference to such exhibit.
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Item 2. Exhibits.
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Exhibit No. Description
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1 Rights Agreement, dated as of December 17, 1998,
between Duke Energy Corporation and The Bank of New
York, as Rights Agent. The Rights Agreement includes
the Form of Articles of Amendment with respect to
the Series A Participating Preference Stock as
Exhibit A, the Form of Rights Certificate as Exhibit
B and the Summary of Rights as Exhibit C
(incorporated by reference to Exhibit 4.1 to the
Corporation's Current Report on Form 8-K dated
February 11, 1999).
2 Press Release, dated February 9, 1999 (incorporated by
reference to Exhibit 99.1 to the Corporation's Current
Report on Form 8-K dated February 11, 1999).
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
DUKE ENERGY CORPORATION
By:_______________________________________
Name: Richard J. Osborne
Title: Executive Vice President and
Chief Financial Officer
Date: February 16, 1999
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EXHIBIT INDEX
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Exhibit No. Description
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1 Rights Agreement, dated as of December 17, 1998, between
Duke Energy Corporation and The Bank of New York, as
Rights Agent. The Rights Agreement includes the Form of
Articles of Amendment with respect to the Series A
Participating Preference Stock as Exhibit A, the Form of
Rights Certificate as Exhibit B and the Summary of
Rights as Exhibit C (incorporated by reference to
Exhibit 4.1 to the Corporation's Current Report on Form
8-K dated February 11, 1999).
2 Press Release, dated February 9, 1999 (incorporated by
reference to Exhibit 99.1 to the Corporation's Current
Report on Form 8-K dated February 11, 1999).
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