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: Duke Energy Holding Corp.
Commission File No. 132-02302
July 13, 2005 DUKE ENERGY MEDIA CONTACT: Pete Sheffield
Phone: 980/373-4503
24-Hour: 704/382-8333
CINERGY MEDIA CONTACT: Steve Brash
Phone: 513/287-2226
DUKE ENERGY ANALYST CONTACT: Julie Dill
Cell Phone: 704/307-9035
Phone: 980/373-4332
CINERGY ANALYST CONTACT: Brad Arnett
Phone: 513/287-3024
DUKE ENERGY AND CINERGY SUBMIT FERC MERGER APPLICATION
CHARLOTTE, N.C. and CINCINNATI, OHIO - Duke Energy and Cinergy have filed an
application with the Federal Energy Regulatory Commission (FERC) seeking
approval of their merger agreement by early 2006.
"This filing represents an important step towards merger approval, and the
timing is consistent with the schedule we outlined in May," said Paul
Anderson, chairman of the board and chief executive officer of Duke Energy.
"As our application suggests, the combination of Cinergy with Duke Energy will
yield benefits for our shareholders, our customers and the energy markets as a
whole."
"We believe this combination clearly meets the standards established by the
commission for determining whether a merger is consistent with the public
interest," said James Rogers, chairman, president and chief executive officer
of Cinergy. "Our filing makes a strong case for a thorough but expeditious
review."
Filed late Tuesday, the Duke-Cinergy application notes that by combining
resources and best practices, the merger will enhance operations and create
efficiencies in the new company. The planned combination will result in
significant cost savings and other operational efficiencies, offering both
strategic and financial advantages in serving the energy marketplace. The
companies anticipate that upon review with state commissions, savings will be
shared between customers and shareholders over time in an equitable manner.
Specifically, the combined company will create a stronger and larger portfolio
of regulated utility businesses that will contribute a substantial percentage
of stable earnings and enhance the financial strength of the combined company.
The increased scale and scope will strengthen the balance sheet of the
combined company, improving financial flexibility and positioning it well to
meet future energy and infrastructure needs.
As stated in the application, the combined merchant power operation, with a
fleet of more than 16,000 megawatts of unregulated generation, will benefit
from increased fuel and market diversity. Consolidation of the trading and
marketing units and Midwestern merchant generating fleets will enhance scale
and efficiencies -- reducing the cost structure of the merchant operation and
improving its ability to meet the needs of the competitive wholesale market.
Further, the application notes that the combination raises no horizontal or
vertical competition issues, pointing to a detailed analysis of the
transaction and its limited impact on affected energy markets.
Additional Filings
In addition to FERC, the merger, announced May 9, is conditioned upon approval
by the shareholders of both companies, as well as a number of additional
regulatory approvals or reviews by state and federal authorities, including
the North Carolina Utilities Commission, the Public Service Commission of
South Carolina, the Public Utilities Commission of Ohio, the Kentucky Public
Service Commission, the Indiana Utility Regulatory Commission, the Nuclear
Regulatory Commission, the Securities and Exchange Commission, the Department
of Justice and the Federal Communications Commission (for transfer of certain
licenses).
In recent weeks, the companies have filed applications related to the merger
in Ohio and Indiana, and a draft registration statement with SEC. Duke and
Cinergy expect to submit merger applications in North Carolina, South Carolina
and Kentucky in the days ahead, with other required filings to follow. The
companies anticipate receiving all necessary approvals by summer 2006.
Corporate Profiles
Cinergy has a balanced, integrated portfolio consisting of two core
businesses: regulated operations and commercial businesses. Cinergy's
integrated businesses make it a Midwest leader in providing both low-cost
generation and reliable electric and gas service. More information about the
company is available on the Internet at: http://www.cinergy.com.
Duke Energy is a diversified energy company with a portfolio of natural gas
and electric businesses, both regulated and unregulated, and an affiliated
real estate company. Duke Energy supplies, delivers and processes energy for
customers in the Americas. Headquartered in Charlotte, N.C., Duke Energy is a
Fortune 500 company traded on the New York Stock Exchange under the symbol
DUK. More information about the company is available on the Internet at:
http://www.duke-energy.com.
Forward-Looking Statements
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 transaction 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.
Additional Information and Where to Find It
In connection with the proposed transaction, a registration statement of Duke
Energy Holding Corp., which includes a joint proxy statement of Duke Energy
and Cinergy, and other materials have been filed with the SEC. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT AND THESE
OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
DUKE ENERGY, CINERGY, DUKE ENERGY HOLDING CORP., AND THE PROPOSED TRANSACTION.
Investors may obtain free copies of the registration statement and proxy
statement as well as other filed documents containing information about Duke
Energy and Cinergy at http://www.sec.gov, the 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 the 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 the 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 the SEC in connection with the proposed transaction.
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