SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUKE ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-0205520
(State of (IRS Employer
Incorporation) Identification No.)
526 South Church Street
Charlotte, North Carolina 28202-1904
(Address of principal executive offices, including zip code)
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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Preference Stock Purchase Rights New York Stock Exchange
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section
of the Exchangeb Act and is effective 12(g) of the Exchange Act and is
pursuant to General Instruction A.(c), effective pursuant to General
please check the following box. [X] Instruction A.(d), please
check the following box. [ ]
Securities Act registration statement file number to which this
form relates: N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered.
In connection with the previously announced Agreement and Plan of
Merger (the "Merger Agreement"), dated as of May 8, 2005, by and among Duke
Energy Corporation, a North Carolina corporation ("Duke"), Cinergy Corp., a
Delaware corporation ("Cinergy"), Deer Holding Corp., a Delaware corporation
("Holdco"), Deer Acquisition Corp., a North Carolina corporation ("Merger Sub
A"), and Cougar Acquisition Corp., a Delaware corporation ("Merger Sub B"),
Duke has executed an amendment (the "Amendment"), dated as of May 8, 2005, to
the Rights Agreement between Duke and The Bank of New York, as rights agent,
dated as of December 17, 1998 (the "Rights Agreement"), in order to make the
Rights Agreement inapplicable to the Mergers (as defined in the Merger
Agreement). The Amendment provides, among other matters, that (i) none of
Holdco, Merger Sub A, Merger Sub B or Cinergy or any of its affiliates or
associates will become an Acquiring Person (as defined in the Rights Agreement)
as a result of their acquisition of common stock of Duke as a result of their
approval, execution, delivery or performance of the Merger Agreement or the
consummation of the Mergers or any other transaction contemplated by the Merger
Agreement or the taking of any other action in furtherance thereof, (ii) none
of a Stock Acquisition Date, a Triggering Event or a Distribution Date (each as
defined in the Rights Agreement) shall occur by reason of the approval,
execution delivery or performance of the Merger Agreement, consummation of the
Mergers or of any other transaction contemplated by the Merger Agreement or the
taking of any other action in furtherance thereof, and (iii) no person shall be
an Acquiring Person following the Effective Time (as defined in the Merger
Agreement) and none of a Stock Acquisition Date, a Triggering Event or a
Distribution Date shall occur after the Effective Time.
The foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment, which
is filed as Exhibit 4.1 hereto, and is incorporated into this report by
reference.
Item 2. Exhibits.
4.1 Amendment No. 1, dated as of May 8, 2005, to the Rights
Agreement, dated as of December 17, 1998, between Duke and
The Bank of New York, as rights agent (incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K
filed by Duke on May 12, 2005).
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, thereunto duly authorized.
Dated: May 12, 2005 DUKE ENERGY CORPORATION
By: /s/ Edward M. Marsh, Jr.
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Name: Edward M. Marsh, Jr.
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit No. Description
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4.1 Amendment No. 1, dated as of May 8, 2005, to the Rights
Agreement, dated as of December 17, 1998, between Duke and
The Bank of New York, as rights agent (incorporated by
reference to Exhibit 4.1 of the Current Report on Form 8-K
filed by Duke on May 12, 2005).