Filed by Duke Energy Corporation
Commission File No. 1-4928
Pursuant to Rule 425 under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Deer Holding Corp.
Commission File No. 132-02302
[GRAPHICS OMITTED]
Duke
Energy Cinergy
June 1, 2005 CINERGY MEDIA CONTACT: Steve Brash
513/287-2226
DUKE ENERGY MEDIA CONTACT: Pete Sheffield
Phone: 980/373-4503
24-Hour: 704/382-8333
CINERGY, DUKE FILE MERGER APPROVAL APPLICATION IN OHIO
CINCINNATI - Cinergy Corp. (NYSE:CIN) and Duke Energy (NYSE:DUK) today filed an
application with the Public Utilities Commission of Ohio seeking approval of
their merger agreement by the end of 2005.
In the application, the companies said the transaction will be seamless for the
customers of Cinergy's Ohio subsidiary, The Cincinnati Gas & Electric Co., and
creates a financially stronger organization that will continue CG&E's long
record of reliable electric and gas service to its customers at reasonable
rates. The combined company also pledges to continue to support economic
development and philanthropic activities in its Ohio service area.
"Our Ohio customers will continue to experience high quality service, and we
will continue to be a major participant in the community," said Greg Ficke,
president of CG&E. "In the years after the transaction is completed,
efficiencies and economies of scale from the larger company will provide
benefits to both customers and shareholders."
Cinergy and CG&E will continue to have a major presence in Cincinnati, which
will continue to be the headquarters for Cinergy's regulated operations in
Ohio, Indiana and Kentucky, as well as the headquarters of CG&E.
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Page 2. Cinergy, Duke file merger application in Ohio
The merger will have no effect on the regulation of gas and electric
distribution service by the PUCO, and CG&E's customer rates will continue to be
set by the PUCO. "This transaction will provide significant long-term benefits
for CG&E's customers and is in the public interest. As demonstrated by the
original Cinergy merger, we have a track record of delivering on the promises
we make to the communities we serve, our regulators and other stakeholders,"
said Ficke.
This is the first of several regulatory filings regarding the merger that will
be made in the next several weeks and months at the state and federal level.
Forward-Looking Statement
This document includes statements that do not directly or exclusively relate to
historical facts. Such statements are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements include
statements regarding benefits of the proposed mergers and Restructuring
Transactions, integration plans and expected synergies, anticipated future
financial operating performance and results, including estimates of growth.
These statements are based on the current expectations of management of Duke
Energy and Cinergy. There are a number of risks and uncertainties that could
cause actual results to differ materially from the forward-looking statements
included in this document. For example, (1) the companies may be unable to
obtain shareholder approvals required for the transaction; (2) the companies
may be unable to obtain regulatory approvals required for the transaction, or
required regulatory approvals may delay the transaction or result in the
imposition of conditions that could have a material adverse effect on the
combined company or cause the companies to abandon the transaction; (3)
conditions to the closing of the mergers and the restructuring transactions may
not be satisfied; (4) problems may arise in successfully integrating the
businesses of the companies, which may result in the combined company not
operating as effectively and efficiently as expected; (5) the combined company
may be unable to achieve cost-cutting synergies or it may take longer than
expected to achieve those synergies; (6) the transaction may involve unexpected
costs or unexpected liabilities, or the effects of purchase accounting may be
different from the companies' expectations; (7) the credit ratings of the
combined company or its subsidiaries may be different from what the companies
expect; (8) the businesses of the companies may suffer as a result of
uncertainty surrounding the transaction; (9) the industry may be subject to
future regulatory or legislative actions that could adversely affect the
companies; and (10) the companies may be adversely affected by other economic,
business, and/or competitive factors. Additional factors that may affect the
future results of Duke Energy and Cinergy are set forth in their respective
filings with the Securities and Exchange Commission ("SEC"), which are
available at www.duke-energy.com/investors and www.cinergy.com/investors,
respectively. Duke Energy and Cinergy undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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Page 3. Cinergy, Duke file merger application in Ohio
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement of Deer
Holding Corp., which will include a joint proxy statement of Duke Energy and
Cinergy, and other materials, will be filed with SEC. WE URGE INVESTORS TO READ
THE REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE OTHER MATERIALS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT DUKE ENERGY, CINERGY, DEER HOLDING CORP., AND THE PROPOSED
TRANSACTION. Investors will be able to obtain free copies of the registration
statement and proxy statement (when available) as well as other filed documents
containing information about Duke Energy and Cinergy at http://www.sec.gov,
SEC's Web site. Free copies of Duke Energy's SEC filings are also available on
Duke Energy's Web site at www.duke-energy.com/investors and free copies of
Cinergy's SEC filings are also available on Cinergy's Web site at
www.cinergy.com/investors.
Participants in the Solicitation
Duke Energy, Cinergy and their respective executive officers and directors may
be deemed, under SEC rules, to be participants in the solicitation of proxies
from Duke Energy's or Cinergy's stockholders with respect to the proposed
transaction. Information regarding the officers and directors of Duke Energy is
included in its definitive proxy statement for its 2005 annual meeting filed
with SEC on March 31, 2005. Information regarding the officers and directors of
Cinergy is included in its definitive proxy statement for its 2005 annual
meeting filed with SEC on March 28, 2005. More detailed information regarding
the identity of potential participants, and their direct or indirect interests,
by securities, holdings or otherwise, will be set forth in the registration
statement and proxy statement and other materials to be filed with SEC in
connection with the proposed transaction.
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