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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
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 18, 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
(I.R.S. Employer Identification Number)
5400 Westheimer Court
P.O. Box 1642
Houston, Texas 77251-1642
(Address, including zip code, of principal executive office)
_________________
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 it had
entered into a definitive Agreement and Plan of Merger among the Company, Duke
Transaction Corporation and Duke Power Company, dated as of November 24, 1996,
as amended and restated as of March 10, 1997 (the "Merger Agreement"). The
Merger Agreement was consummated effective June 18, 1997.
A copy of the registrant's press release announcing the effectiveness
of the Merger Agreement 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 June 18, 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/ Robert W. Reed
--------------------------------
Robert W. Reed
Corporate Secretary
Date: June 18, 1997
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
2(a) Press Release dated June 18, 1997.
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June 18, 1997 CONTACT: Randy Wheeless
Office : 704/382-8379
24-Hour: 704/594-0681
: John Barnett
Office : 713-627-4072
DUKE POWER AND PANENERGY MERGER COMPLETED:
LAUNCH OF DUKE ENERGY SIGNALS NEXT GENERATION OF ENERGY COMPANIES
CHARLOTTE, N.C. -- Duke Power Co. and Houston-based PanEnergy Corp today
completed the merger announced less than seven months ago to create North
America's leading energy company.
The merged company, Duke Energy Corporation, will continue trading on the New
York Stock Exchange tomorrow under the "DUK" stock symbol. Under the terms of
the merger, each share of PanEnergy Corp stock will be converted to 1.0444
shares of Duke Energy stock. Shares of Duke Power stock will represent shares
of Duke Energy, with no action required by shareholders.
"Duke Energy is positioned to be the nation's premier energy company," said
Richard B. Priory, Duke Energy chairman and chief executive officer. "The
combination of the leading gas and electric companies will offer options and
benefits to our current and future customers, and provide growth opportunities
for our shareholders."
By combining the forces of the two companies, Duke Energy will employ 22,000
worldwide, and have total assets of more than $20 billion. The 1996 revenues
of the combined companies were more than $12 billion. Duke Energy will adopt
Duke Power's present common stock dividend payment -- currently $2.12 per
share.
"The union of a natural gas company and an electric company is merely a
starting point for a new phase in the evolving energy industry," said Paul
Anderson, Duke Energy president and chief operating officer. "The leaders of
this new industry will differentiate themselves in terms of efficiency,
flexibility and the ability to supply multiple forms of energy over a broad
geographic area. Duke Energy will not only provide its customers with various
forms of energy, it will offer a full spectrum of energy services."
The merger was announced on Nov. 25, 1996. On Jan. 22, 1997, the Federal Trade
Commission granted early termination of the waiting period prescribed under the
Hart-Rodino Antitrust Improvements Act of 1976.
On March 19, the merger was approved by the South Carolina Public Service
Commission. On Apr. 21, it was approved by the North Carolina Utilities
Commission. On May 28, it was approved by the Federal Energy Regulatory
Commission.
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Duke Energy will be divided into four main business groups:
1) Duke Power, headquartered in Charlotte, one of the nation's leading
electric utilities, will continue to serve the electric needs of more than 1.8
million customers in North Carolina and South Carolina. William A. Coley is
group president of Duke Power.
2) The Energy Services Group, headquartered in Houston, will offer a
complete range of energy products and services to both domestic and
international customers. Energy Services will provide electric and natural gas
trading and marketing; power plant construction, operation and investment; and
engineering and energy services consulting. James T. Hackett is group
president of Energy Services.
3) The Energy Transmission Group, headquartered in Houston, will continue
to access all major U.S. natural gas supply basins through its interconnected
pipeline network which delivers 12 percent of the natural gas consumed in the
U.S. to markets in the Midwest, Mid-Atlantic and Northeast states. Fred J.
Fowler is group president of Energy Transmission.
4) The Diversified Operations Group, headquartered in Charlotte, will
handle the non-energy related activities of Duke Energy -- including the real
estate company Crescent Resources Inc. and the telecommunications company
DukeNet Communications. Richard Ranson is senior vice president of Diversified
Operations.
Priory, Anderson, Hackett, Coley and Fowler will partly make up Duke Energy's
Policy Committee -- the company's chief strategic and policy-setting group.
Also on the committee will be Richard J. Osborne, executive vice president and
chief financial officer, and Ruth G. Shaw, executive vice president and chief
administrative officer.
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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