UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUKE CAPITAL LLC
(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0282142
(State of Incorporation or Organization) (IRS Employer Identification No.)
526 South Church Street
Charlotte, North Carolina 28202-1904
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |X|
Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Limited Liability Company Member Interests
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to Be Registered.
This registration statement relates to the limited liability company
member interests in Duke Capital LLC (the "Registrant"), which represent the
only ownership interests in the Registrant. Duke Energy Corporation is the sole
member of the Registrant and owns 100% of the limited liability company member
interests in the Registrant. For a detailed description of the characteristics
of the limited liability company member interests, see the Registrant's limited
liability company agreement which is included as Exhibit 3.2 hereto and which is
incorporated herein by reference.
Item 2. Exhibits.
3.1 Certificate of Formation of Duke Capital LLC (incorporated by
reference to Exhibit 3.1 to the Duke Capital LLC's Current Report on
Form 8-K filed with the Securities and Exchange Commission on March
3, 2004).
3.2 Limited Liability Company Agreement of Duke Capital LLC
(incorporated by reference to Exhibit 3.2 to the Duke Capital LLC's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 3, 2004).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: March 11, 2004 Duke Capital LLC
(Registrant)
By: /s/ Edward M. Marsh, Jr.
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Edward M. Marsh, Jr.
Secretary