-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AJ87DSwW3aJCFlhVSDaIugJ1bWy9UR8udD5O+9oMKPYF+G5MEWuglTTC7p7UMdxU c3ssi8Ec0Cre8G6wkaP1eg== 0000950123-96-005792.txt : 19961021 0000950123-96-005792.hdr.sgml : 19961021 ACCESSION NUMBER: 0000950123-96-005792 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 REFERENCES 429: 033-50543 REFERENCES 429: 333-02571 FILED AS OF DATE: 19961018 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUKE POWER CO /NC/ CENTRAL INDEX KEY: 0000030371 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 560205520 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-14209 FILM NUMBER: 96645508 BUSINESS ADDRESS: STREET 1: 422 S CHURCH ST CITY: CHARLOTTE STATE: NC ZIP: 28242-0001 BUSINESS PHONE: 7045940887 MAIL ADDRESS: STREET 1: 422 S CHURCH ST CITY: CHARLOTTE STATE: NC ZIP: 28242 S-3/A 1 AMENDMENT # 2 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1996 POST-EFFECTIVE AMENDMENT NO. 3 TO REGISTRATION STATEMENT NO. 333-02571 POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT NO. 33-50543 PRE-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-14209 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------ DUKE POWER COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NORTH CAROLINA 56-0205520 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
422 SOUTH CHURCH STREET CHARLOTTE, NORTH CAROLINA 28242-0001 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) 704-594-0887 (REGISTRANT'S TELEPHONE NUMBER) ------------------ RICHARD J. OSBORNE JOHN SPUCHES SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER DEWEY BALLANTINE 422 SOUTH CHURCH STREET 1301 AVENUE OF THE AMERICAS CHARLOTTE, NORTH CAROLINA 28242-0001 NEW YORK, NEW YORK 10019-6092 TELEPHONE NO. 704-382-5159 TELEPHONE NO. 212-259-7700
(NAMES, ADDRESSES AND TELEPHONE NUMBERS OF AGENTS FOR SERVICE) ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _____ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _____ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ First and Refunding Mortgage Bonds; Debt Securities........... $1,000,000,000(1)(2) $100(3)(4) - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
(1) In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this Registration Statement exceed $1,000,000,000. If any such securities are issued at an original issue discount, then the aggregate initial offering price as so discounted shall not exceed $1,000,000,000, notwithstanding that the stated principal amount of such securities may exceed such amount. (2) Subject to footnote (1), there are being registered hereunder an indeterminate principal amount of First and Refunding Mortgage Bonds and an indeterminate principal amount of unsecured debt securities ("Debt Securities"), such Debt Securities to consist of an indeterminate principal amount of Senior Notes and an indeterminate principal amount of Subordinated Debentures, as may be sold at indeterminate prices, from time to time, by the Registrant. (3) The minimum registration fee prescribed by Section 6(b) of the Securities Act of 1933 is being paid because, as explained below, the registration fee applicable for a maximum aggregate offering price of $1,000,000,000 of First and Refunding Mortgage Bonds has heretofore been paid. (4) Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, the Prospectus which is part of this Registration Statement constitutes a combined Prospectus which also relates to Post-Effective Amendment No. 3 to Registration Statement No. 333-02571, previously filed by the Registrant on Form S-3, as to which First and Refunding Mortgage Bonds having an aggregate offering price of $700,000,000 (for which a registration fee of $241,381 was paid) remain unsold and to Post-Effective Amendment No. 4 to Registration Statement No. 33-50543, previously filed by the Registrant on Form S-3, as to which First and Refunding Mortgage Bonds having an aggregate offering price of $300,000,000 (for which a registration fee of $93,750 was paid) remain unsold. Each such Post-Effective Amendment shall become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act of 1933. Pursuant to Rule 429 of the General Rules and Regulations under the Securities Act of 1933, the Prospectus which is part of this Registration Statement constitutes a combined Prospectus which also relates to Post-Effective Amendment No. 3 to Registration Statement No. 333-02571, previously filed by the Registrant on Form S-3, as to which First and Refunding Mortgage Bonds having an aggregate offering price of $700,000,000 (for which a registration fee of $241,381 was paid) remain unsold and to Post-Effective Amendment No. 4 to Registration Statement No. 33-50543, previously filed by the Registrant on Form S-3, as to which First and Refunding Mortgage Bonds having an aggregate offering price of $300,000,000 (for which a registration fee of $93,750 was paid) remain unsold. Each such Post-Effective Amendment shall become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS. Exhibits filed herewith:
EXHIBIT NUMBER - ---------------------
25-B -- Statement of Eligibility of the Trustee on Form T-1 of The Chase Manhattan Bank relating to the Senior Notes.
II-1 3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHARLOTTE AND STATE OF NORTH CAROLINA, ON THE 18TH DAY OF OCTOBER, 1996. DUKE POWER COMPANY Registrant By: W. H. GRIGG Chairman of the Board and Chief Executive Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE - --------------------------------- --------------------------------------- ----------------- W. H. GRIGG Chairman of the Board and October 18, 1996 Chief Executive Officer (Principal Executive Officer) RICHARD J. OSBORNE Senior Vice President and October 18, 1996 Chief Financial Officer (Principal Financial Officer) JEFFREY L. BOYER Controller (Principal October 18, 1996 Accounting Officer) G. ALEX BERNHARDT CRANDALL C. BOWLES ROBERT J. BROWN W. A. COLEY STEVE C. GRIFFITH, JR. W. H. GRIGG GEORGE DEAN JOHNSON, JR. A majority of the Directors October 18, 1996 W. W. JOHNSON MAX LENNON JAMES G. MARTIN BUCK MICKEL R. B. PRIORY RUSSELL M. ROBINSON, II
ELLEN T. RUFF, by signing her name hereto, does hereby sign this document on behalf of the registrant and on behalf of each of the above-named persons pursuant to a power of attorney duly executed by the registrant and such persons, filed with the Securities and Exchange Commission as an exhibit hereto. ELLEN T. RUFF ELLEN T. RUFF Attorney-in-fact II-2 4 INDEX TO EXHIBITS Exhibits filed herewith:
EXHIBIT NUMBER PAGE - --------------------- ---- 25-B -- Statement of Eligibility of the Trustee on Form T-1 of The Chase Manhattan Bank relating to the Senior Notes.
II-3 EX-25.B 2 STATEMENT OF ELIGIBILITY/ SENIOR NOTES 1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- DUKE POWER COMPANY (Exact name of obligor as specified in its charter) NORTH CAROLINA 56-0205520 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 422 SOUTH CHURCH STREET CHARLOTTE, NORTH CAROLINA 28242 (Address of principal executive offices) (Zip Code) ------------------------------------------- SENIOR NOTES (Title of the indenture securities) ----------------------------------------------------- 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - 3 Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.) 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.) 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. (On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.) 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 25TH day of SEPTEMBER, 1996. THE CHASE MANHATTAN BANK By /s/Patricia A. Kelly ----------------------------- Patricia A. Kelly Vice President - 3 - 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF CHEMICAL BANK of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 1996, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ........................................... $ 4,167 Interest-bearing balances ................................... 5,094 Securities: ...................................................... Held to maturity securities ...................................... 3,367 Available for sale securities .................................... 27,786 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold .......................................... 7,204 Securities purchased under agreements to resell ............. 136 Loans and lease financing receivables: Loans and leases, net of unearned income .................... $ 67,215 Less: Allowance for loan and lease losses ................... 1,768 Less: Allocated transfer risk reserve ....................... 75 -------- Loans and leases, net of unearned income, allowance, and reserve ...................................... 65,372 Trading Assets ................................................... 28,610 Premises and fixed assets (including capitalized leases) ..................................................... 1,326 Other real estate owned .......................................... 26 Investments in unconsolidated subsidiaries and associated companies ........................................ 68 Customer's liability to this bank on acceptances outstanding ................................................. 995 Intangible assets ................................................ 309 Other assets ..................................................... 6,993 -------- TOTAL ASSETS ..................................................... $151,453 ========
- 4 - 5
LIABILITIES Deposits In domestic offices ..................................... $ 46,917 Noninterest-bearing ..................................... $16,711 Interest-bearing ........................................ 30,206 In foreign offices, Edge and Agreement subsidiaries, ------- and IBF's ............................................... 31,577 Noninterest-bearing...................................... $ 2,197 Interest-bearing ........................................ 29,380 ------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased ................................. 12,155 Securities sold under agreements to repurchase .......... 8,536 Demand notes issued to the U.S. Treasury ..................... 1,000 Trading liabilities .......................................... 20,914 Other Borrowed money: With a remaining maturity of one year or less ........... 10,018 With a remaining maturity of more than one year ......... 192 Mortgage indebtedness and obligations under capitalized leases .................................................. 12 Bank's liability on acceptances executed and outstanding...... 1,001 Subordinated notes and debentures ............................ 3,411 Other liabilities ............................................ 8,091 TOTAL LIABILITIES ............................................ 143,824 --------- EQUITY CAPITAL Common stock ................................................. 620 Surplus ...................................................... 4,664 Undivided profits and capital reserves ....................... 2,970 Net unrealized holding gains (Losses) on available-for-sale securities ............................. (633) Cumulative foreign currency translation adjustments .......... 8 TOTAL EQUITY CAPITAL ......................................... 7,629 --------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL ................................ $ 151,453 =========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) EDWARD D. MILLER )DIRECTORS THOMAS G. LABRECQUE ) - 5 - -----END PRIVACY-ENHANCED MESSAGE-----