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): June 18, 1997
DUKE ENERGY CORPORATION
(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
Charlotte, NC 28242-0001 28242-0001
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code: 704-594-0887
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 18, 1997, Duke Energy Corporation (the "registrant") acquired
all of the outstanding Common Stock, par value $1.00 per share, of PanEnergy
Corp, a Delaware corporation ("PanEnergy"), upon the merger of a wholly owned
subsidiary of the registrant with and into PanEnergy, with PanEnergy being the
surviving corporation (the "Merger"). As a result, PanEnergy became a wholly
owned subsidiary of the registrant. PanEnergy operates approximately 37,500
miles of natural gas pipeline with deliveries that account for approximately
12% of the natural gas consumed in the United States. PanEnergy is also the
nation's fourth largest natural gas liquids producer, the third largest
marketer of natural gas in Canada and the United States and a leading marketer
of electricity, liquefied petroleum gases and related energy services.
The transaction is being accounted for as a pooling of interests.
Under the terms of the Agreement and Plan of Merger dated as of
November 24, 1996, as amended and restated as of March 10, 1997 ("the Merger
Agreement"), each share of PanEnergy Common Stock outstanding immediately prior
to the effective time of the Merger, upon consummation of the Merger on June
18, 1997, was converted into the right to receive 1.0444 shares of the
registrant's Common Stock, without par value ("Duke Common Stock"). Such
exchange ratio was determined through arm's length negotiation between the
registrant and PanEnergy. In addition, each option to purchase PanEnergy
Common Stock outstanding at the effective time was assumed by the registrant
and became an option to purchase Duke Common Stock, appropriately adjusted.
No fractional shares will be issued in connection with the Merger. The Merger
Agreement provides that holders of certificates for PanEnergy Common Stock who
otherwise would be entitled to receive fractional shares of Duke Common Stock
will receive cash, without interest, as set forth in the Merger Agreement.
Based upon 151,544,966 shares of PanEnergy Common Stock outstanding
at the effective time of the Merger, the registrant will issue approximately
158,262,606 shares of Duke Common Stock pursuant to the Merger and pay
approximately $500,347 for the fractional shares. In addition, based upon
options to purchase a total of 3,172,867 shares of PanEnergy Common Stock
outstanding at the effective time of the Merger, the registrant assumed the
obligation to issue pursuant to exercise of options a total of approximately
3,313,344 shares of its Common Stock.
Also as a result of the consummation of the Merger, the registrant's
corporate name was changed from Duke Power Company to Duke Energy Corporation.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements:
The following documents, previously filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
are hereby incorporated by reference:
1. Duke Power Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 1-4928)
2. Duke Power Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File No. 1-4928)
3. PanEnergy Corp's Annual Report on Form 10-K for the year ended December
31, 1996 (File No. 1-8157)
4. PanEnergy Corp's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 (File No. 1-8157)
Unaudited Pro Forma Combined Financial Statements:
The unaudited pro forma combined financial information included as
Exhibit 99.1 combines the historical consolidated balance sheets and statements
of income of the registrant and PanEnergy, including their respective
subsidiaries, after giving effect to the Merger. The unaudited pro forma
combined balance sheets at March 31, 1997, December 31, 1996 and December 31,
1995 give effect to the Merger under the pooling of interests accounting method
as if the Merger had occurred as of December 31, 1995. The unaudited pro forma
combined statements of income for the three months ended March 31, 1997 and 1996
and for the years ended December 31, 1996, 1995 and 1994 give effect to the
Merger under the pooling of interests accounting method as if it had occurred as
of January 1, 1994. These statements are prepared on the basis of accounting for
the Merger as a pooling of interests and are based on the assumptions set forth
in the notes thereto.
The pro forma financial information included as Exhibit 99.1 has been
prepared from, and should be read in conjunction with, the historical
consolidated financial statements and related notes thereto of the registrant
and PanEnergy incorporated by reference herein. The following information is not
necessarily indicative of the financial position or operating results that would
have occurred had the Merger been completed on the date, or at the beginning of
the periods, for which the Merger is being given effect, nor is it necessarily
indicative of future operating results or financial position.
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EXHIBITS
Exhibit No. Exhibit
2 Agreement and Plan of Merger dated as of November 24,
1996, as amended and restated as of March 10, 1997, by and
among Duke Power Company, Duke Transaction Corporation and
PanEnergy Corp (Incorporated by reference to Exhibit 2(a)
to Form 8-K Current Report of Duke Power Company filed
March 20, 1997)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
99.1 Unaudited Pro Forma Combined Financial Statements
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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 thereunto duly authorized.
DUKE ENERGY CORPORATION
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Richard J. Osborne
Executive Vice President and
Chief Financial Officer
June 27, 1997
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
2 Agreement and Plan of Merger dated as of November 24, 1996, as
amended and restated as of March 10, 1997, by and among Duke
Power Company, Duke Transaction Corporation and PanEnergy Corp
(Incorporated by reference to Exhibit 2(a) to Form 8-K Current
Report of Duke Power Company filed March 20, 1997)
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of KPMG Peat Marwick LLP
99.1 Unaudited Pro Forma Combined Financial Statements
The following unaudited pro forma combined financial information
of Duke Energy Corporation is set forth in this Form 8-K:
Combined Statement of Income for the Three Months Ended
March 31, 1997
Combined Statement of Income for the Three Months Ended
March 31, 1996
Combined Statement of Income for the Year Ended
December 31, 1996
Combined Statement of Income for the Year Ended
December 31, 1995
Combined Statement of Income for the Year Ended
December 31, 1994
Combined Balance Sheet as of March 31, 1997
Combined Balance Sheet as of December 31, 1996
Combined Balance Sheet as of December 31, 1995
Notes to Combined Financial Statements
The following unaudited financial information of PanEnergy Corp
is set forth in this Form 8-K:
Reclassifying Statement of Income for the Three Months Ended
March 31, 1997
Reclassifying Statement of Income for the Three Months Ended
March 31, 1996
Reclassifying Statement of Income for the Year Ended
December 31, 1996
Reclassifying Statement of Income for the Year Ended
December 31, 1995
Reclassifying Statement of Income for the Year Ended
December 31, 1994
Reclassifying Balance Sheet as of March 31, 1997
Reclassifying Balance Sheet as of December 31, 1996
Reclassifying Balance Sheet as of December 31, 1995
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