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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): June 30, 1997
PANENERGY CORP
(Exact name of registrant as specified in its charter)
DELAWARE 1-8157 74-2150460
(State of other jurisdiction (Commission File Number) (I.R.S. Employer of
incorporation) Identification No.)
5400 WESTHEIMER COURT
P. O. BOX 1642
HOUSTON, TEXAS 77251-1642
(Address, including zip code,
of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 713-627-5400
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 30, 1997, in connection with the consummation of the
acquisition of PanEnergy Corp (the "registrant") by Duke Energy Corporation
("Duke"), the registrant dismissed KPMG Peat Marwick LLP as independent auditors
for the registrant. This dismissal was pursuant to a resolution adopted by the
Board of Directors of Duke approving the engagement of Deloitte & Touche LLP as
independent auditors for Duke and its major subsidiaries, one of which is the
registrant. The decision to change accountants was approved by the registrant's
Board of Directors effective June 30, 1997. KPMG Peat Marwick's reports on the
consolidated financial statements of the registrant as of and for the fiscal
years ended December 31, 1995 and 1996 did not contain an adverse opinion or a
disclaimer of opinion and the reports were not qualified or modified as to
uncertainty, audit scope or accounting principles. During the registrant's two
most recent fiscal years, ending December 31, 1995 and 1996, respectively, and
subsequent interim period (through June 30, 1997), there have been no
disagreements with KPMG Peat Marwick, which would have caused KPMG Peat Marwick
to make a reference to the subject matter of the disagreement in connection with
its report. During the registrant's two most recent fiscal years, ending
December 31, 1995 and 1996, respectively, and subsequent interim period (through
June 30, 1997), there did not occur any of the kinds of events listed in
paragraphs (a)(1)(v)(A) through (D) of Regulation S-K, Item 304.
Effective June 30, 1997, the registrant engaged Deloitte & Touche LLP
as independent auditors to audit the registrant's financial statements for the
fiscal year ended December 31, 1997. During the registrant's two most recent
fiscal years (1995 and 1996) and subsequent interim period (through June 30,
1997), neither the registrant nor any person acting on behalf of the registrant
consulted Deloitte & Touche regarding any of the following: (i) the application
of accounting principles to a specified transaction, either completed or
proposed; (ii) the type of audit opinion that might be rendered on the
registrant's financial statements; or (iii) any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) or Regulation S-K,
Item 304 and the related instructions); or a reportable event (as described in
paragraph (a)(1)(v) of Regulation S-K, Item 304).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
The following exhibit is filed herewith:
16. Letter dated July 7, 1997 to the Commission from KPMG Peat
Marwick LLP, in accordance with subparagraph (a)(3) of Item
304 of Regulation S-K.
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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.
PanEnergy Corp
(registrant)
By: _________________________
Paul F. Ferguson, Jr.
Senior Vice President
and Chief Financial Officer
Dated: July 7, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
16 Letter dated July 7, 1997 to the Commission from KPMG Peat Marwick
LLP, in accordance with subparagraph (a)(3) of Item 304 of Regulation
S-K.
[Letterhead of KPMG Peat Marwick LLP]
July 7, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for PanEnergy Corp and, under the date
of January 16,1997, we reported on the consolidated financial statements of
PanEnergy Corp and subsidiaries as of and for the years ended December 31, 1996
and 1995. On June 30, 1997, our appointment as principal accountants was
terminated. We have read statements included under Item 4 of its Form 8-K dated
July 7, 1997, and we agree with such statements, except that we are not in a
position to agree or disagree with Duke Energy Corporation's statement that the
change in auditors for the registrant was approved by the board of directors,
and we are not in a position to agree or disagree with Duke Energy Corporation's
statement that Deloitte and Touche LLP was not consulted regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be rendered
on the registrants financial statements, (iii) or any matter that was either
the subject of a disagreement or a reportable event.
Very truly yours,
KPMG Peat Marwick LLP
