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
Duke Energy Annual Meeting
05/12/2005
Paul M. Anderson, Chairman and Chief Executive Officer
Fred J. Fowler, President and Chief Operating Officer
Duke Energy
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Paul Anderson's and Fred Fowler's Remarks to Shareholders
2005 Annual Meeting
(Paul Anderson) What a difference a year makes!
Obviously, the big news item on your mind today is the deal with Cinergy that
we announced on Monday. I hope you are as excited about it as I am - and by the
fact that it includes raising your annual dividend to $1.24 per share. Last
year I described to you our investor proposition and our commitment to defend
the dividend. Today we're talking about a 12.7 percent increase, beginning with
the September payment! The board of directors intends to approve the increase
at the June board meeting.
I will talk more about the Cinergy transaction in a minute, but first I want to
review the other progress we've made since last year's Annual Meeting. And you
can be assured that at the same time we're pursuing the merger, we will keep
our eye squarely on the ball of delivering the results we promised you for this
year.
I told you last year that our commitment was to run the company to benefit
long-term shareholders, and our actions in the past 12 months should reconfirm
that. We've worked hard to reward your loyalty and regain your trust. I'm going
to hit the high points of our progress - and our strategy going forward. Fred
Fowler, your chief operating officer, will then talk about how our business
units are executing their parts of the plan.
We made a lot of promises last year, and I hope you agree we've delivered. In a
very real sense we have regained control of our financial destiny. We exceeded
our goals for asset sales and debt reduction, and put Duke Energy back on sound
financial footing. You'll recall that we announced earlier this year our plan
to buy back approximately $2.5 billion in common shares over the next three
years. The first part of this plan was for 30 million shares with a value of
approximately $830 million. We have already retired these shares, but Merrill
Lynch still has over 23 million shares to repurchase to cover their short
position.
Under a second arrangement, Merrill Lynch has repurchased an additional 2.6
million shares. This part of the plan has been suspended until we re-evaluate
the best use of cash in the wake of the merger announcement.
We're also seeing positive indicators on our reputation - including more buy
recommendations on our stock and higher rankings on reputation surveys. It's
great to have nice things said about you, but I'm very conscious of the
importance of continued humility. We've been through some very difficult times,
and we should not lose sight of the lessons of the past.
Last year I shared with you the charter that we would use as the roadmap for
turning Duke Energy around. Our company purpose, values and definitions of
success remain the same - and are reprinted in your program. We have updated
our management imperatives for 2005 to build on the progress we've already
made.
I want to cover those imperatives briefly, because our strategy - and group
incentive goals this year - are linked directly to them.
The first imperative for 2005 is: "Enhance a high-performance culture by
focusing on safety, inclusion and diversity, employee development, business
structure and process simplification."
As I said in my letter to you in the Annual Report, last year's safety record
was our biggest disappointment. We have embarked on a company-wide initiative
to retrain every employee on safety and put the focus on achieving a zero
illness and injury culture.
We have also increased our emphasis on employee development - that's something
that gets short shrift in tough financial times, so we're doing some catch-up.
This year, all 2700 managers and supervisors across the company will
participate in leadership development training. That's a key part of achieving
a high-performance organization.
Our second imperative for 2005 is to "position Duke Energy North America to be
a successful merchant operator with a sustainable business model." We believe
that to be successful, a merchant operation needs to be larger and have more
fuel and geographic diversity than DENA does today. The transaction with
Cinergy will achieve that diversity, but we will continue to pursue other
options to strengthen the merchant business as well. Fred will talk more about
DENA's operations and strategy.
The third 2005 imperative is: "Deliver on our financial plan and provide
superior shareholder return." We have an earnings target for employee incentive
purposes in 2005 of $1.60 ongoing basic earnings per share - that's up 33
percent from last year's target, reflecting again how far we've come.
Our fourth imperative is to "establish industry-leading positions in our core
businesses and identify new energy-related growth strategies." Obviously, the
transaction with Cinergy will create an industry-leading position for our
electric business when the deal closes, about a year from now. I'm going to
leave it to Fred to describe our business units' growth plans for this year.
Our final 2005 imperative is to "build stakeholder relationships and future
shareholder value through effective leadership on key policy issues related to
energy, regulation and the environment."
One of the most important issues is global climate change, and we are committed
to playing a leadership role in shaping public policy on that issue.
At the conclusion of our presentations, I'll make a few comments about why I
think our merger with Cinergy makes good strategic sense. But first, I will
turn the podium over to Fred Fowler, president and chief operating officer, for
a report on the company's operations.
Fred. . .
(Fred Fowler)
Thank you, Paul.
Paul has shared with you our objectives for the coming year. My job is to keep
our eyes on the ball and make sure we execute on those objectives. No matter
how great a plan, without the proper follow-through, you won't produce the
positive results you are looking for.
I am going to describe each of our business units and how together they will
deliver the value you expect.
DUKE POWER is our most senior business unit and one of the largest employers in
the Carolinas. I'm sure we have more than a handful of Duke Power retirees in
the audience.
It's no secret that our industrial sales have been rocked over the past decade
by the demise of the textile sector in this region. So for the past two years,
Duke Power has focused its efforts on economic development in the Carolinas -
partnering with local and state governments to attract new industry.
The results are promising. After a few years of slumping industrial sales, that
sector had an increase of almost 6 percent in the first quarter of 2005. In
terms of total numbers, Duke Power continues to add about 45,000 new customers
every year - a reflection of the vibrant region we serve.
In light of this growth, Duke Power is considering potential sources of new
generation to meet increasing power demands. Just yesterday, Duke Power filed
preliminary information with the North Carolina Utilities Commission to
potentially modernize and expand the Cliffside and Buck Steam Stations in North
Carolina.
As an abundant domestic fuel, coal will continue to be an important part of the
U.S. energy mix, and new plants will be very efficient and cleaner-burning than
earlier ones.
In addition, we are also looking at the nuclear option a little further down
the road. The lead time to license and build a nuclear plant is too long to
meet the first need for additional power.
But I am glad to see the renewed national interest in nuclear energy. Duke
Power has shown that nuclear plants can be built right and run efficiently -
and I think it's only a matter of time before we see a new generation of
nuclear power plants in this country.
For our retirees, the Duke Power you worked for is still one of the best
utilities in the nation. Our rates are 21 percent below the national average
and we continue to be among the top four in the nation in overall customer
satisfaction.
Ruth Shaw, Duke Power's president and CEO, continues to make good things
happen. Ruth, if you would stand up please. Thank you. Also, I would like to
introduce our chief nuclear officer, Brew Barron. Thanks, Brew.
DUKE ENERGY GAS TRANSMISSION continues to make important contributions to North
America's pipeline infrastructure. In 2004, Gas Transmission completed a number
of projects that are important for future growth at Duke Energy, but also for
the energy infrastructure of the United States and Canada.
Algonquin's expansion for the Distrigas LNG facility in Massachusetts, Texas
Eastern's mainline expansion in the Southeastern United States, the Dominion
expansion in Pennsylvania and the Gulfstream extension in Florida should give
you an idea of how active Gas Transmission has been over the past year.
Today, the Dawn-to-Trafalgar expansion in Ontario and the Egan Hub along the
Gulf Coast are among the active projects Gas Transmission has in progress for
future pipeline and storage growth. Gas Transmission is following the expected
growth of imported liquefied natural gas and is poised to be a major
transporter of gas from new LNG terminals as they are completed.
I believe all our business units have opportunities for growth. But due to the
demand for new natural gas infrastructure, Gas Transmission will likely be the
most active in the near term.
Leading all that expansion is Martha Wyrsch, president and CEO of Duke Energy
Gas Transmission. Martha, if you would please stand. Martha took the reins at
DEGT in March. Last year, she was group vice president and general counsel.
Now, she is tackling a very different aspect of the business but one that's
just as busy. Thank you, Martha.
DUKE ENERGY FIELD SERVICES is the nation's premier midstream natural gas
gatherer and producer of natural gas liquids like butane and propane.
Field Services was in the news in March when we announced that we would
transfer 19.7 percent of our stake in the company to our partner
ConocoPhillips. This transaction is targeted to close at the end of June, and
will result in a 50/50 partnership with ConocoPhillips.
Field Services has been a real success story for Duke Energy over the past
decade. We built the business from the ground up - through mergers and
acquisitions - and in 2004 posted revenues of more than $10 billion. Our
reduction in ownership allows us to extract value from Field Services at a
positive time in the market cycle, while leaving us with 50 percent of a strong
company with a healthy outlook.
Field Services' results depend heavily on commodity prices - especially the
price of oil. Needless to say, the high oil prices over the past year have
driven Field Services' record results.
We made a conscious decision to hedge our output at Field Services to capture
the attractive commodity prices in the market - but also to limit our exposure
to price swings. For 2005, we've locked in some attractive prices, and that
should be good news for us for the remainder of this year.
The objective for Field Services going forward is to build on its
market-leading position.
Bill Easter, who could not be with us today, continues to handle the job as
president and CEO of Field Services.
CRESCENT RESOURCES is a leading commercial and residential real estate
developer in the Southeast and Southwestern United States.
Crescent turned in record profits in 2004, and is off to a strong start in
2005. It has a balanced portfolio of commercial, residential and multi-family
assets that positions it well for the future, regardless of real estate market
conditions. In 2004, Crescent reached an all-time record by selling $413
million in individual homesite sales.
Crescent continues to be an asset to this region. In January, it closed on a
sale and multi-million dollar gift to the state of North Carolina to expand
Lake James State Park in Burke and McDowell counties by almost 3,000 acres -
preserving the lake environment for wildlife and recreation.
Art Fields continues to provide strong leadership at Crescent as president and
CEO. Art, if you could please stand. Thank you.
DUKE ENERGY AMERICAS is made up of two business units.
First is DUKE ENERGY INTERNATIONAL, which has narrowed its focus to Latin
America over the past few years. We have meaningful scale in South and Central
America, and our portfolio has been yielding positive operational results.
Bobby Evans continues to lead Duke Energy Americas as president and CEO. Bobby,
if you would stand up, please. Thank you.
Bobby also oversees the other half of Duke Energy Americas which is DUKE ENERGY
NORTH AMERICA -- our merchant generation arm. This business has suffered over
the past few years with overcapacity and the lack of continued unbundling of
the wholesale electric market.
In 2004, we took a number of steps to reduce our exposure in the merchant
generation business. We decreased our position by more than a third with the
sale of our Southeast assets and our three deferred power plants in Nevada, New
Mexico and Washington State.
We also took steps to reduce the volatility in the fluctuating value of our
sales contracts associated with those projects. In the first quarter of last
year, we took an earnings hit of $87 million, net of $6 million minority
interest, due to these mark-to-market changes. By the first quarter of 2005,
those mark-to-market movements had been effectively neutralized.
We still have work to do at DENA. We expect to lose up to $150 million in
ongoing EBIT in 2005 - about half as much as last year's ongoing EBIT loss, but
still clearly unacceptable.
I'm sure some of you are thinking, "Why don't we pull the plug on the entire
merchant operation?
And I think that's a legitimate question. And although Paul will give you many
reasons why the Duke-Cinergy merger works, let me say: This is a major step
forward for DENA. We have talked about getting DENA back to being cash-positive
and profitable. The combination of DENA's and Cinergy's unregulated assets will
do just that.
DENA has a fleet of state-of-the-art power plants in key growth markets in the
United States. Cinergy has unregulated coal-fired plants to complement our
gas-fired generation. The electric wholesale market is showing signs of
improvement in certain parts of the country, and we are now well-positioned to
take advantage of future opportunities as that market rebounds.
So although it's been tough for DENA the past three years, we feel we're
through the worst and would be leaving considerable value on the table by
selling at this time.
That's a brief overview of our business units' activities. One asset they all
have in common is quality management and a talented workforce that have proven
they can execute - whether it's running a power plant, constructing a pipeline
or building an office complex.
Now, I'll turn the podium back to Paul to further explain the positive aspects
of our proposed merger with Cinergy.
Paul...
(Paul Anderson)
Thank you, Fred. Now I'd like to look ahead and tell you why I'm so excited
about the Cinergy merger.
Most important, this transaction will create immediate and long-term
shareholder value. You'll soon see the dividend increase associated with the
deal, and, just as important, the transaction will be accretive to Duke
Energy's earnings in the first full year of operation. Over the longer term, we
expect to see savings of $400 million a year, thanks to efficiencies gained
through the combined operations. The portion of those savings from regulated
earnings will be shared between shareholders and customers.
The transaction will position us well to participate in the continued
consolidation of the utility and merchant energy sectors. In the combined
company, both our electric and gas operations will have the scale and scope to
stand alone. This will increase our options for future restructuring, which
could include separating the electric and gas businesses after this merger
closes. We will be evaluating options to determine which structure would create
the greatest shareholder value.
As Fred discussed, in the medium term this transaction improves Duke Energy
North America's current situation and future prospects.
And just as important as the strong strategic fit of our companies is the
cultural fit. Duke Energy and Cinergy share compatible values, operating
philosophies and views of the future. Jim Rogers is a successful and visionary
leader with a 16-year record of creating shareholder value. He will be a great
CEO of the combined company. I have committed to stay on as chairman for at
least a year after the merger closes and look forward to working with him.
Let me say in closing that we are always open to hear your questions and
comments. Your concerns are our concerns, and we are listening. And all of us
at Duke Energy greatly appreciate the confidence you have shown to our
management team and board of directors through the years.
And on that note - we stand adjourned.
* * *
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
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 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
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 Deer Holding Corp., which will include a joint proxy statement of Duke and
Cinergy, and other materials will be filed with the 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, 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 and Cinergy at http://www.sec.gov, the SEC's
website. Free copies of Duke's SEC filings are also available on Duke's website
at www.duke-energy.com/investors, and free copies of Cinergy's SEC filings are
also available on Cinergy's website at www.cinergy.com/investors.
Participants in the Solicitation
Duke, Cinergy and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies from
Duke's or Cinergy's stockholders with respect to the proposed transaction.
Information regarding the officers and directors of Duke 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.