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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): MARCH 10, 1997
DUKE POWER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NORTH CAROLINA I-4928 56-0205520
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION)
422 SOUTH CHURCH STREET 28242-0001
CHARLOTTE, NORTH (ZIP CODE)
CAROLINA
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 704-594-0887
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ITEM 5. OTHER EVENTS
Duke Power Company (the "registrant") previously filed with the Securities
and Exchange Commission a Current Report on Form 8-K, dated December 9, 1996,
that, among other things, disclosed that the registrant and PanEnergy Corp
("PanEnergy") had entered into a definitive Agreement and Plan of Merger among
the registrant, Duke Transaction Corporation ("Duke Transaction") and
PanEnergy (the "Merger Agreement").
The Merger Agreement provides that, among other things, Duke Transaction
will be merged with and into PanEnergy, with PanEnergy being the surviving
corporation and becoming a wholly-owned subsidiary of the registrant
("Merger"). The Merger is described in detail in a Registration Statement on
Form S-4 (No. 333-23227) ("Registration Statement") filed by the registrant
with the Securities and Exchange Commission on March 13, 1997 and declared
effective by the Securities and Exchange Commission as of 4:00 p.m. on that
date. The Joint Proxy Statement-Prospectus included in the Registration
Statement was distributed to the registrant's shareholders beginning on March
17, 1997 in connection with the annual meeting of shareholders of the
registrant scheduled to be held on April 24, 1997. Among other conditions to
consummating the Merger, the registrant is to receive approvals of the North
Carolina Utilities Commission ("NCUC") and The Public Service Commission of
South Carolina ("PSCSC").
On March 18, 1997, the PSCSC unanimously approved the application of the
registrant seeking approval of the Merger and the issuance of registrant's
common stock pursuant to the terms of the Merger Agreement. On that day, a
hearing was also held before the NCUC with respect to a similar application by
the registrant. In the proceedings before the PSCSC and the NCUC the
registrant agreed to various matters, one being that the registrant will not
seek to increase its retail rates through the year 2000 except to reflect
substantial financial impacts of governmental action affecting the industry
generally, or a segment thereof, including the registrant, or major
expenditures attributable to force majeure events. A copy of the registrant's
press release announcing the approval by the PSCSC is filed herewith as
Exhibit 2(b) and is incorporated by reference herein.
A copy of the Merger Agreement was filed with the Current Report on Form 8-K
of the registrant, dated December 9, 1996, as Exhibit 2(b). The Merger
Agreement was amended and restated as of March 10, 1997 and the Merger
Agreement as so amended and restated 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 exhibits are filed herewith:
2(a). Agreement and Plan of Merger dated as of November 24, 1996, as
amended and restated as of March 10, 1997, among Duke Power Company, Duke
Transaction Corporation and PanEnergy Corp.
2(b). Press Release of registrant dated March 19, 1997.
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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 Power Company
(registrant)
By: /s/ Richard J. Osborne
_______________________________
Richard J. Osborne
Senior Vice President
and Chief Financial Officer
Dated: March 20, 1997
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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2(a) Agreement and Plan of Merger dated as of
November 24, 1996, as amended and restated as of
March 10, 1997, among Duke Power Company, Duke
Transaction Corporation and PanEnergy Corp.
2(b) Press Release of registrant dated March 19, 1997.
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