SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 7, 2003
DUKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 1-4928 56-0205520
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
526 South Church Street
Charlotte, North Carolina 28201-1006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-594-6200
Item 5. Other Events.
On May 7, 2003, Duke Energy Corporation, a Delaware corporation (the
"Company"), completed the issuance and sale to the public of $700,000,000
aggregate principal amount of 1-3/4% Convertible Senior Notes due May 15, 2023
(the "Convertible Senior Notes"), pursuant to an underwriting agreement, dated
May 1, 2003 (the "Underwriting Agreement"), between the Company, Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and Wachovia Securities, Inc., as representatives of the several
underwriters named therein.
Exhibits are filed herewith in connection with the Registration Statement
on Form S-3 (File No. 333-103515), filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and declared effective by the Commission on March 13, 2003, with
respect to the Company's issuance and sale of the Convertible Senior Notes.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 Senior Indenture between Duke Energy Corporation and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as
Trustee, dated as of September 1, 1998 (previously filed with
Form S-3, File No. 333-14209, effective April 7, 1999, as
Exhibit 4-D-1 and incorporated by reference herein).
4.2 Twelfth Supplemental Indenture between Duke Energy Corporation
and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Trustee, dated as of May 7, 2003.
4.3 Form of 1-3/4% Convertible Senior Notes due 2023 (incorporated
by reference to Exhibit A to the Supplemental Indenture in
Exhibit 4.2).
8.1 Opinion of Simpson Thacher & Bartlett.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DUKE ENERGY CORPORATION
DATED: May 8, 2003 By: /s/ Myron L. Caldwell
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Name: Myron L. Caldwell
Title: Vice President,
Corporate Finance
Exhibit Index
Exhibit Description
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4.1 Senior Indenture between Duke Energy Corporation and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as
Trustee, dated as of September 1, 1998 (previously filed with
Form S-3, File No. 333-14209, effective April 7, 1999, as
Exhibit 4-D-1 and incorporated by reference herein).
4.2 Twelfth Supplemental Indenture between Duke Energy Corporation
and JPMorgan Chase Bank (formerly known as The Chase Manhattan
Bank), as Trustee, dated as of May 7, 2003.
4.3 Form of 1-3/4% Convertible Senior Notes due 2023
(incorporated by reference to Exhibit A to the Supplemental
Indenture in Exhibit 4.2).
8.1 Opinion of Simpson Thacher & Bartlett.