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
May 12, 2005 CONTACT: Randy Wheeless
Phone: 704/382-8379
24-Hour: 704/382-8333
DUKE ENERGY CEO SAYS COMPANY HAS WORKED HARD TO REWARD
SHAREHOLDER LOYALTY AND REGAIN TRUST
CHARLOTTE, N.C. - Duke Energy Chairman of the Board and Chief Executive Officer
Paul Anderson today said the company is back on sound financial footing and has
spent the past 12 months delivering value to shareholders.
"We made a lot of promises last year, and I hope you agree we've delivered,"
said Anderson before 300 shareholders at the company's annual meeting in
Charlotte. "In a very real sense, we've regained control of our financial
destiny."
In 2004, Duke Energy delivered a total shareholder return of 30 percent and
reduced debt by selling non-core assets. Anderson reminded shareholders of the
company's May 9 announcement that the board intends to increase the annual
dividend 12.7 percent to $1.24 per common share when it meets in June. The
increase will be effective with the September dividend payment.
The company announced the dividend increase at the same time as its merger
announcement with Cincinnati-based Cinergy Corp, which is expected to close in
mid-2006.
"You'll soon see the dividend increase, but just as important, the merger
transaction will be accretive to Duke Energy earnings in the first full year of
operation," Anderson said.
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Another positive aspect would be the merged merchant operations of both
companies. Duke Energy President and Chief Operating Officer Fred Fowler said
that the proposed merger would strengthen Duke Energy's unregulated business
unit Duke Energy North America (DENA), which has suffered through three years
of disappointing results.
"We have talked about getting DENA back to being cash positive and profitable,"
said Fowler. "This combination of DENA's and Cinergy's unregulated assets will
do just that."
Anderson added that a long-term benefit of the new company would be that the
combined gas and electric operations would have scope and scale to be
stand-alone companies. He said that would give the company the opportunity to
explore the option of separating the gas and electric businesses.
During the meeting, Anderson said he would extend his tenure at Duke Energy at
least one year beyond the close of the merger. Upon closing of the merger,
Cinergy Chairman and Chief Executive Officer Jim Rogers would be president and
CEO of Duke Energy. Anderson would continue to be the company's chairman.
During the meeting, shareholders approved a resolution to declassify the board
of directors and move to an annual election of directors beginning with the
2006 annual meeting. Currently, Duke Energy has three classes of directors with
staggered three-year terms.
Shareholders also elected four board members: Roger Agnelli, Alex Bernhardt,
Dennis Hendrix and Max Lennon; and shareholders ratified the appointment of
Deloitte & Touche LLP as the company's auditors for 2005.
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Three directors stepped down from the Duke Energy board at the meeting: Bob
Brown, who has served since 1994; George Dean Johnson, who has served since
1986; and Leo Linbeck, who also has served since 1986.
DUKE ENERGY ANNUAL MEETING VOTING RESULTS
Proposal 1 - Election of Directors
All nominees elected
Proposal 2 - Declassify board; annual election of directors
Approved
Proposal 3 - Approval of Auditors
Approved
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.
This document contains forward looking information which is subject to risks
and uncertainties that could cause actual results to be different than those
contemplated, including, but not limited to, changes in state, federal or
international regulatory environments; commercial, industrial and residential
growth in the Company's service territory; the weather and other natural
phenomena; the timing and extent of changes in commodity prices, interest
rates, and foreign currency exchange rates; general economic conditions;
changes in environmental and other laws and
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regulations to which Duke Energy and its subsidiaries are subject or other
external factors over which Duke Energy has no control; the results of
financing efforts; the effect of accounting pronouncements; growth in
opportunities for Duke Energy's business units, and other risks described in
the Company's 2004 10-K filed with the Securities and Exchange Commission and
other SEC filings.
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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.