SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 22, 1997
Duke Power Company
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 1-4928 56-0205520
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
422 South Church Street 28242-0001
Charlotte, North Carolina (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: 704-594-0887
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 and PanEnergy (the "Merger
Agreement").
Among other conditions to consummating the Merger, the registrant was
to receive approvals of the North Carolina Utilities Commission ("NCUC") and The
Public Service Commission of South Carolina ("PSCSC"). In addition, consummation
of the Merger is conditioned upon the receipt of the requisite approvals of the
shareholders of both companies.
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. On April 22, 1997, the registrant received an order from
the NCUC approving the NCUC application and reflecting, among other things, the
agreed-upon conditions described above. The registrant also received on April
22, 1997 a similar order from the PSCSC affirming the PSCSC's earlier approval
of the registrant's application. A copy of the registrant's press release
announcing the NCUC approval is filed herewith as Exhibit 2(a) and is
incorporated by reference herein.
At its annual meeting of shareholders held on April 24, 1997, the
registrant's shareholders approved the issuance of stock and amendment to the
articles of incorporation by the registrant as required under the Merger
Agreement, by the affirmative vote of a majority of the shares represented and
eligible to vote at the meeting. At its annual meeting of shareholders held on
April 24, 1997, PanEnergy's stockholders voted to approve the merger by the
affirmative vote of a majority of the outstanding shares of Common Stock of
PanEnergy. A copy of the registrant's press release announcing the shareholder
approvals is filed herewith as Exhibit 2(b) and is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following exhibits are filed herewith:
2(a). Press Release of registrant dated April 22, 1997
2(b). Press Release of registrant dated April 24, 1997
SIGNATURE
Pursuant to the requirements of the Securities and 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: Richard J. Osborne
Richard J. Osborne
Senior Vice President
and Chief Financial Officer
Dated: April 25, 1997
EXHIBIT INDEX
EXHIBIT DESCRIPTION
2(a) Press Release of registrant dated April 22, 1997
2(b) Press Release of registrant dated April 24, 1997