UNITED STATES
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): August 25, 2009
DUKE ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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001-32853
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20-2777218 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
526 South Church Street, Charlotte, North Carolina 28202-1904
(Address of Principal Executive Offices, including Zip Code)
(704) 594-6200
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 25, 2009, John H. Forsgren and E. James Reinsch were appointed to the Board of
Directors of Duke Energy Corporation (the “Company”). Their directorships will expire, along with
the Company’s other directors’ terms, at the next annual meeting of shareholders. There is no
arrangement or understanding between Messrs. Forsgren or Reinsch and any other persons or entities
pursuant to which Messrs. Forsgren or Reinsch were appointed as a director. As non-employee
directors of the Company, Messrs. Forsgren and Reinsch will receive a pro-rated payment of the cash
and stock annual retainer, will receive meeting fees in accordance with the Company’s Director
Compensation Program, as set forth in the Company’s Annual Proxy Statement filed with the
Securities and Exchange Commission on March 20, 2009, and will be eligible to participate in the
Director Savings Plan.
Messrs. Forsgren and Reinsch are subject to the Company’s Stock Ownership Guidelines, which
require outside directors to own Duke Energy common stock (or common stock equivalents) with a
value equal to at least five times the annual cash retainer (i.e., an ownership level of $250,000)
or retain 50% of their vested annual equity retainer.
Mr. Reinsch is Senior Vice President and Partner of Bechtel Group, an affiliate of Bechtel
Power Corporation (“Bechtel”) with which Duke Energy Indiana, Inc. (“Duke Energy Indiana”), a
wholly-owned subsidiary of the Company, entered into a $200 million Engineering, Procurement and
Construction Management Agreement dated December 15, 2008 related to the construction by Bechtel of
Duke Energy Indiana’s new coal-fired electrical generation facility in Edwardsport, Indiana. Mr.
Reinsch may be deemed to have an interest in the transaction described above as a result of his
status as an officer of Bechtel Group.
A copy of the news release announcing the event described above is furnished herewith as
Exhibit 99.1.
Item 8.01. Other Events.
On August 25, 2009, the Company entered into an underwriting agreement, dated as of August 25,
2009 (the “Underwriting Agreement”), with BNY Mellon Capital Markets, LLC, Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities Inc. and RBS Securities Inc., as representatives of the several
underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and
sell to the Underwriters $500,000,000 aggregate principal amount of the Company’s 3.95% Senior
Notes due 2014 and $500,000,000 aggregate principal amount of the Company’s 5.05% Senior Notes due
2019 (collectively, the “Securities”). The Securities will be issued pursuant to an Indenture,
dated as of June 3, 2008 (the “Indenture”), by and between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by various
supplemental indentures thereto, including the Third Supplemental Indenture, which will be dated as
of August 28, 2009 (the “Third Supplemental Indenture”), between the Company and the Trustee,
relating to the Securities. The disclosure in this Item 8.01 is qualified in its entirety by the
provisions of the Indenture, the Third Supplemental Indenture, a form of which is attached hereto
as Exhibit 4.1, and the Underwriting Agreement, which is attached hereto as Exhibit 99.2. Such
exhibits are incorporated herein by reference. Also, in connection with the issuance and sale of
the Securities, the Company is filing a legal opinion regarding the validity of the Securities as
Exhibit 5.1 to this Form 8-K for the purpose of incorporating the opinion into the Company’s
Registration Statement No. 333-146483.