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UNITED STATES
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 13, 2001
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DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 1-4928 56-0205520
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
526 South Church Street
Charlotte, North Carolina 28201-1006
(Address of principal executive offices) (Zip Code)
(704) 594-6200
(Registrant's telephone number, including area code)
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Not applicable
(Former name and former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On December 19, 2000, Duke Energy Corporation (the
"Corporation") filed, pursuant to Rule 415 under the Securities Act of 1933 (the
"Act"), a registration statement on Form S-3 (File No. 333-52204), which was
declared effective on December 26, 2000. On March 5, 2001, the Corporation filed
a Preliminary Prospectus Supplement, dated March 2, 2001, which included the
Prospectus dated December 26, 2000, relating to the offering of up to
$500,000,000 of the Corporation's Equity Units. The Equity Units initially will
consist of units referred to as Corporate Units. Each Corporate Unit will
include (1) a purchase contract under which the purchaser will agree to purchase
from Duke Energy Corporation and Duke Energy Corporation will agree to sell
shares of common stock of Duke Energy Corporation on a date which is
approximately three years from the date of issuance and (2) a senior note due
2006 of Duke Capital Corporation, a wholly owned subsidiary of Duke Energy
Corporation. The senior notes of Duke Capital Corporation are described in the
Preliminary Prospectus Supplement and the Prospectus of Duke Capital Corporation
included in the Registration Statement of Duke Capital Corporation on Form S-3
(File No. 333-92283) filed pursuant to Rule 415 under the Act, and declared
effective on January 7, 2000, which Preliminary Prospectus Supplement and
Prospectus of Duke Capital Corporation accompanied the above-mentioned
Preliminary Prospectus Supplement of Duke Energy Corporation dated March 2,
2001. In this connection, the Corporation is filing certain exhibits as part of
this Form 8-K. See "Item 7. Exhibits."
ITEM 7. EXHIBITS.
The following exhibits are filed with reference to the
Registration Statement on Form S-3 (Registration No. 333-52204) of Duke Energy
Corporation and the Registration Statement on Form S-3 Registration No. 333-
92283 of Duke Capital Corporation:
Exhibit No. Description
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4.1 Form of Third Supplemental Indenture of Duke Capital
Corporation to be used in connection with the issuance of the
Senior Notes of Duke Capital Corporation which are a component
of the Corporate Units of Duke Energy Corporation.
4.2 Form of Senior Notes of Duke Capital Corporation (included in
Exhibit 4.1).
4.3 Form of Purchase Contract Agreement between Duke Energy
Corporation and The Chase Manhattan Bank, as Purchase Contract
Agent.
4.4-A Form of Corporate Units Certificate (included as Exhibit A to
Exhibit 4.3).
4.4-B Form of Treasury Units Certificate (included as Exhibit B to
Exhibit 4.3).
4.5 Form of Pledge Agreement among Duke Energy Corporation, Bank
One Trust Company, N.A., as Collateral Agent and The Chase
Manhattan Bank, as Purchase Contract Agent.
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4.6 Form of Remarketing Agreement among Duke Energy Corporation,
Duke Capital Corporation, The Chase Manhattan Bank, as
Purchase Contract Agent, and Morgan Stanley & Co.
Incorporated, as Remarketing Agent.
8.1 Tax Opinion of Gibson, Dunn & Crutcher LLP
3
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 hereunto duly authorized.
DUKE ENERGY CORPORATION
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(Registrant)
Date: March 13, 2001 By:
Name: David L. Hauser
Title: Senior Vice President
and Treasurer
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Form of Third Supplemental Indenture of Duke Capital
Corporation to be used in connection with the issuance of the
Senior Notes of Duke Capital Corporation which are a component
of the Corporate Units of Duke Energy Corporation.
4.2 Form of Senior Notes of Duke Capital Corporation (included in
Exhibit 4.1).
4.3 Form of Purchase Contract Agreement between Duke Energy
Corporation and The Chase Manhattan Bank, as Purchase Contract
Agent.
4.4-A Form of Corporate Units Certificate (included as Exhibit A to
Exhibit 4.3).
4.4-B Form of Treasury Units Certificate (included as Exhibit B to
Exhibit 4.3).
4.5 Form of Pledge Agreement among Duke Energy Corporation, Bank
One Trust Company, N.A., as Collateral Agent and The Chase
Manhattan Bank, as Purchase Contract Agent.
4.6 Form of Remarketing Agreement among Duke Energy Corporation,
Duke Capital Corporation, The Chase Manhattan Bank, as
Purchase Contract Agent, and Morgan Stanley & Co.
Incorporated, as Remarketing Agent.
8.1 Tax Opinion of Gibson, Dunn & Crutcher LLP
4