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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
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Date of Report (Date of Earliest Event Reported): May 28, 1997
PANENERGY CORP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-8157
(Commission File Number)
74-2150460
(IRS Employer Identification Number)
5400 Westheimer Court
P.O. Box 1642
Houston, Texas 77251-1642
(Address, including zip code, of principal executive office)
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Registrant's Telephone Number, Including Area Code:
(713) 627-5400
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Item 5. Other Events.
PanEnergy Corp (the "Company") previously disclosed that the Company and
Duke Power Company ("Duke Power") had entered into a definitive Agreement and
Plan of Merger among the Company, Duke Transaction Corporation and Duke Power,
dated as of November 24, 1996, as amended and restated as of March 10, 1997.
Among other conditions to consummating the Merger, the Company was to
receive approval of the Federal Energy Regulatory Commission ("FERC").
On May 28, 1997, the FERC unanimously approved the joint application of the
Company and Duke Power seeking approval of the Merger. A copy of the press
release announcing the FERC approval is filed herewith as Exhibit 2(a) and is
incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibit is filed herewith:
2(a). Press Release dated May 28, 1997.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PANENERGY CORP
By:/s/ CARL B. KING
-----------------------------------
Carl B. King
Senior Vice President and
General Counsel
Date: May 30, 1997
MMH/jab
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2(a) Press Release dated May 28, 1997.
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EXHIBIT 2.a
Release: May 28, 1997
Contact: Randy Wheeless
Office: 704/382-8379
24-hour: 704/594-0681
PanEnergy: John P. Barnett
713/627-4072
DUKE POWER AND PANENERGY MERGER WINS
FEDERAL ENERGY REGULATORY COMMISSION APPROVAL
CHARLOTTE, N.C., and HOUSTON, May 28 - The Federal Energy Regulatory
Commission (FERC) today approved the proposed $7.7 billion merger between Duke
Power Co. and Houston-based PanEnergy Corp.
The new company will be known as Duke Energy Corporation, with
headquarters in Charlotte and substantial operations in Houston. The merger is
expected to become final in mid-June.
The merger has already been approved by the state utilities commissions of
North Carolina and South Carolina and the shareholders of both companies. The
Federal Trade Commission also granted early termination of the waiting period
prescribed under the Hart-Scott-Rodino Antitrust Improvements Act.
"We are pleased with FERC's timely approval and are looking forward to
Duke Energy becoming a reality," said Duke Power President and Chief Operating
Officer (COO) Richard B. Priory. "We believe Duke Energy has a dynamic future
and our customers will benefit from the combination of these two companies."
"I applaud FERC's prompt action in processing our application in a timely
manner," said Paul Anderson, chairman, president and chief executive officer
(CEO) of PanEnergy. "We can now focus on developing the leading integrated
energy company in North America."
Once the merger is complete, Priory will become chairman and CEO of Duke
Energy. Anderson will become Duke Energy's president and COO. William H. Grigg,
current Duke Power chairman and CEO will retire with completion of the merger
as previously announced.
Announced on Nov. 25, 1996, the combination creates an unparalleled
integrated energy provider that unites Duke Power, one of the leading
investor-owned electric utilities in the nation, with PanEnergy, one of the
leading energy services companies handling more than 15 percent of the natural
gas consumed in the United States.
Under the terms of the proposed merger, each outstanding share of
PanEnergy common stock would be converted into the right to receive 1.0444
shares of Duke Power common stock.
Duke Power is one of the nation's largest investor-owned electric
utilities, serving 1.8 million customers in North Carolina and South Carolina.
Through its Associated Enterprises Group, Duke Power also provides energy
services and consulting to customers and utilities worldwide.
PanEnergy Corp -- one of North America's leading energy services companies
- -- operates more than 37,000 miles of natural gas pipeline, delivering gas
primarily to Northeast and Midwest markets. The company is also one of the
nation's largest natural gas gatherers and processors and markets liquefied
petroleum gases and related energy services throughout the United states and
Canada. Through its recently formed venture with Mobil, PanEnergy is one of the
leading marketers of natural gas and electricity in North America. The company
also has other energy interests worldwide.
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