AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2002
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0205520
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
526 SOUTH CHURCH STREET
CHARLOTTE, NORTH CAROLINA 28202
(704) 594-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices, including zip code)
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WESTCOAST ENERGY LONG TERM INCENTIVE SHARE OPTION PLAN, 1989
(AS AMENDED APRIL 26, 2000)
(Full title of the plan)
DAVID L. HAUSER
SENIOR VICE PRESIDENT AND TREASURER
DUKE ENERGY CORPORATION
526 SOUTH CHURCH STREET
CHARLOTTE, NORTH CAROLINA 28202
(Name and address of agent for service)
(704) 594-6200
(Telephone number, including area code, of agent for service)
Copies to:
MARTHA B. WYRSCH JEFFERY B. FLOYD
DUKE ENERGY CORPORATION VINSON & ELKINS L.L.P.
370 17TH STREET, SUITE 900 1001 FANNIN, SUITE 2300
DENVER, COLORADO 80202 HOUSTON, TEXAS 77002-6760
(303) 595-3331 (713) 758-2222
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(3) PRICE(3) FEE
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Common Stock, without par value(1) 2,787,000 shares(2) $35.89 $100,025,430 $9,203
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(1) Includes Duke Energy Corporation Preference Stock Purchase Rights.
Prior to the occurrence of certain events, purchase rights for Duke
Energy Corporation Series A Participating Preference Stock will not be
evidenced separately from the Duke Energy Corporation Common Stock.
(2) If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered on
this registration statement changes, the provisions of Rule 416 under
the Securities Act of 1933, as amended, shall apply to this
registration statement, and this registration statement shall be deemed
to cover the additional securities resulting from the split of, or the
dividend on, the securities covered by this registration statement.
(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, on the basis of the average ($35.89) of the high and low price
of the shares of Duke Energy Corporation Common Stock reported on the
New York Stock Exchange on March 12, 2002.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Duke Energy Corporation (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
o the Company's annual report on Form 10-K for the year ended
December 31, 2000;
o the Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 2001, June 30, 2001 and September 30, 2001;
o the Company's current reports on Form 8-K dated March 5, 2001,
March 13, 2001, September 21, 2001 (excluding the information
furnished in Item 9 thereof, which is not deemed filed and which
is not incorporated by reference herein), November 20, 2001 and
January 9, 2002;
o the description of the Common Stock, without par value (the
"Common Stock"), of the Company, which is contained in the
Company's registration statement on Form S-3, Registration No.
333-81940, filed with the Commission on February 1, 2002,
including any amendments or reports filed for the purpose of
updating such description; and
o the description of the Preference Stock Purchase Rights contained
in the Company's registration statement on Form 8-A, filed with
the Commission on March 8, 1999, pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the effective date of this
registration statement, and prior to the filing of a post-effective amendment to
this registration statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the offering of the securities will
be passed on for the Company by Edward M. Marsh, Jr., Esq., who is the Company's
Deputy General Counsel and Assistant Secretary. As of December 31, 2001, Mr.
Marsh owned 9,918 shares of the Company's common stock or common stock units and
options to purchase 36,350 shares, 5,850 of which were exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation
Act and the By-Laws of the Company permit indemnification of its directors and
officers in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). In addition, the
Company has purchased insurance permitted by the law of North Carolina on behalf
of directors, officers, employees or agents which may cover liabilities under
the Securities Act.
The Restated Articles of Incorporation of the Company provide that a
director shall not be personally liable for monetary damages for breach of
fiduciary duty as a director except to the extent such exemption from liability
or limitation thereof is not permitted under the North Carolina Business
Corporation Act.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4(A) Restated Articles of Incorporation of the registrant, dated June
18, 1997 (filed with Form S-8, Registration No. 333-29563,
effective June 19, 1997, as Exhibit 4(G)).
4(B) Articles of Amendment to Restated Articles of Incorporation of the
registrant (filed with the registrant's annual report on Form
10-K, File No. 1-4928, for the year ended December 31, 1999, as
Exhibit 3-A).
4(C) By-Laws of the registrant, as amended (filed with Form S-3,
Registration No. 333-52204, as Exhibit 4(B)).
4(D) Westcoast Energy Long-Term Incentive Share Option Plan, 1989, as
amended April 26, 2000
5 Opinion of Edward M. Marsh
23(A) Independent Auditor's Consent
23(B) Consent of Edward M. Marsh (included in Exhibit 5)
24 Power of Attorney
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange that is incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on the 13th day
of March, 2002.
By: Richard B. Priory
Chairman of the Board, President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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R.B. Priory Chairman of the Board, President, and March 13, 2002
Chief Executive Officer (Principal
Executive Officer)
Robert P. Brace Executive Vice President and Chief March 13, 2002
Financial Officer (Principal Financial
Officer)
Keith G. Butler Senior Vice President and Corporate March 13, 2002
Controller (Principal Accounting
Officer)
G. Alex Bernhardt
William A. Coley
William T. Esrey
Ann Maynard Gray
Dennis R. Hendrix A majority of the Directors March 13, 2002
George Dean Johnson, Jr.
D. Max Lennon
Leo E. Linbeck, Jr.
James G. Martin
James T. Rhodes
Myron L. Caldwell, by signing his name hereto, does hereby sign this document on
behalf of Duke Energy Corporation and on behalf of each of the above-named
persons pursuant to a power of attorney duly executed by Duke Energy Corporation
and such persons, filed with the Securities and Exchange Commission as an
exhibit hereto.
/s/ MYRON L. CALDWELL
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Myron L. Caldwell
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4(A) Restated Articles of Incorporation of the registrant, dated June
18, 1997 (filed with Form S-8, Registration No. 333-29563,
effective June 19, 1997, as Exhibit 4(G)).
4(B) Articles of Amendment to Restated Articles of Incorporation of
the registrant (filed with the registrant's annual report on Form
10-K, File No. 1-4928, for the year ended December 31, 1999, as
Exhibit 3-A).
4(C) By-Laws of the registrant, as amended (filed with Form S-3,
Registration No. 333-52204, as Exhibit 4(B)).
4(D) Westcoast Energy Long-Term Incentive Share Option Plan, 1989, as
amended April 26, 2000
5 Opinion of Edward M. Marsh
23(A) Independent Auditor's Consent
23(B) Consent of Edward M. Marsh (included in Exhibit 5)
24 Power of Attorney
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