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): November 20, 2001
DUKE ENERGY CORPORATION
(Exact name of Registrant as specified in charter)
Commission File Number: 1-4928
North Carolina 56-0205520
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
526 South Church Street 28201-1006
Charlotte, North Carolina (Zip Code)
(Address of principal executive offices)
(704) 594-6200
(Registrant's telephone number, including area code)
Not applicable
(Former name and former address, if changed since last report)
Item 5. Other Events
On April 12, 2001, Duke Energy Corporation (the "Corporation")
filed, pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Act"), a registration statement on Form S-3 (File No. 333-58820), which was
declared effective on April 24, 2001. On November 15, 2001, the Corporation
filed a Prospectus Supplement, dated November 13, 2001, which included the
Prospectus dated April 24, 2001, relating to the offering of up to $750,000,000
of the Corporation's Equity Units, Series B ("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
Prospectus Supplement and the Prospectus of Duke Capital Corporation included in
the Registration Statement of Duke Capital Corporation on Form S-3 (File No.
333-60062) filed pursuant to Rule 415 under the Act, and declared effective on
May 10, 2001, which Prospectus Supplement and Prospectus of Duke Capital
Corporation accompanied the above-mentioned Prospectus Supplement of Duke Energy
Corporation dated November 13, 2001. On November 14, 2001 the Corporation filed
a registration statement on Form 8-A to register the Corporation's Corporate
Units under Section 12(b) of the Securities Exchange Act of 1934, as amended. In
connection with its offering of the Equity Units, the Corporation is filing
certain exhibits as part of this Form 8-K. See "Item 7. Exhibits."
Item 7. Exhibits
Exhibit No. Description
- ----------- -----------
4.1-A Fourth Supplemental Indenture of Duke Capital Corporation to
JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Trustee
4.1-B Senior Indenture of Duke Capital Corporation to The Chase
Manhattan Bank, as Trustee, dated as of April 1, 1998 (filed
as Exhibit 4.1 to Duke Capital Corporation's registration
statement on Form S-3 (File No. 333-49077), and incorporated
herein by reference)
4.2 Senior Notes of Duke Capital Corporation (included as Exhibit
A to Exhibit 4.1-A)
4.3 Purchase Contract Agreement between Duke Energy Corporation
and JPMorgan Chase Bank, as Purchase Contract Agent
4.4-A Corporate Units Certificate (included as Exhibit A to Exhibit
4.3)
4.4-B Treasury Units Certificate (included as Exhibit B to Exhibit
4.3)
4.5 Pledge Agreement among Duke Energy Corporation, Bank One Trust
Company, N.A., as Collateral Agent and JPMorgan Chase Bank, as
Purchase Contract Agent
4.6 Remarketing Agreement among Duke Energy Corporation, Duke
Capital Corporation, JPMorgan Chase Bank, as Purchase Contract
Agent, and Morgan Stanley & Co. Incorporated, as Remarketing
Agent
8.1 Tax Opinion of Simpson Thacher & Bartlett
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 ENERGY CORPORATION
BY: /s/ David L. Hauser
-------------------------------------------
Name: David L. Hauser
Title: Senior Vice President and Treasurer
Dated: November 20, 2001