Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
ITEM 1.01 Entry Into a Material Definitive Agreement
On May 26, 2005, the registrant executed a definitive agreement with ConocoPhillips, the registrant’s co-equity owner in Duke Energy Field Services, LLC (DEFS), to reduce the registrant’s ownership interest in DEFS from 69.7% to 50%, which would result in the registrant and ConocoPhillips becoming equal 50% owners in DEFS. The execution of this definitive agreement was contemplated in the agreement between Duke Energy Corporation, the registrant’s parent, and ConocoPhillips executed on February 24, 2005 and described in the registrant’s Form 8-K filed on March 2, 2005, which agreement was terminated on May 26, 2005, as result of the execution of the definitive agreement.
Pursuant to the definitive agreement, the registrant will receive directly and indirectly through its ownership interest in DEFS approximately $1.1 billion in cash and assets from ConocoPhillips and DEFS. The transaction includes the transfer to the registrant of DEFS’ Canadian business and of ConocoPhillips’ interest in the Empress System gas processing and natural gas liquids marketing business. The DEFS Canadian business consists of natural gas gathering and processing facilities in Canada. The Empress System operations include natural gas liquids extraction and fractionation facilities in Canada and related liquids transportation and storage operations. The transaction will also include the payment from ConocoPhillips to DEFS of cash in lieu of ConocoPhillips’ New Mexico gas gathering, processing and natural gas liquids marketing business. The DEFS restructuring transaction, which is subject to receipt of customary United States and Canadian regulatory approvals, is expected to close late in the second quarter or early in the third quarter of 2005.
This release includes statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Those statements represent the registrant’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside the registrant’s control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: general economic conditions, including any potential effects arising from terrorist attacks and any consequential hostilities or other hostilities; changes in environmental and other laws and regulations to which the registrant and its subsidiaries are subject or other external factors over which the registrant has no control; the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; the timing of and conditions or limitations imposed in connection with regulatory approvals; and conditions of the capital markets and equity markets during the periods covered by the forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than the registrant has described. The registrant undertakes no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SIGNATURE
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 hereunto duly authorized.
| | DUKE CAPITAL LLC
By: /s/ Edward M. Marsh, Jr.
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Edward M. Marsh, Jr.
Secretary |
Date: June 2, 2005
