Filed by Duke Energy Corporation
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. 333-126318
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August 2, 2005 CINERGY MEDIA CONTACT: Steve Brash
Phone: 513/287-2226
Angeline Protogere
Phone: 317/838-1338
DUKE ENERGY MEDIA CONTACT: Peter Sheffield
Phone: 980/373-4503
24-Hour: 704/382-8333
CINERGY, DUKE SEEK MERGER APPROVAL FROM KENTUCKY REGULATORS;
FILE TESTIMONY IN INDIANA AND OHIO MERGER APPLICATIONS
CINCINNATI - Cinergy Corp. (NYSE:CIN) and Duke Energy (NYSE:DUK) announced
today that they have filed a joint application and testimony with the Kentucky
Public Service Commission seeking approval of their merger agreement.
Testimony in support of merger applications has also been filed with the
Indiana Utility Regulatory Commission and the Public Utilities Commission of
Ohio outlining the benefits of the merger and commitments that Cinergy is
making to the three states it serves. Among the commitments included are:
o To maintain reliability and customer service for customers in
Kentucky, Indiana, and Ohio
o To share net merger savings with customers through rate credits in all
three states
o To continue proactive economic development programs and support for
state and local economic development activities in all three states
o To continue involvement in local communities, through charitable
giving and other contributions
o To provide the regulated utilities in all three states with insulation
from activities of other affiliated companies and protection against
cross-subsidization.
With today's filing, merger applications have now been filed in all five states
to be served by the combined company and with the Federal Energy Regulatory
Commission.
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Page 2. Cinergy, Duke seek merger approval
In the Kentucky application, as well as in the Indiana and Ohio testimony, the
companies said the merger will be seamless to customers of Cinergy's Kentucky,
Indiana and Ohio utilities, The Union Light, Heat and Power Company, PSI
Energy, and The Cincinnati Gas & Electric Company. Further, the companies
emphasized that the merger will enhance the Cinergy utilities' ability to
supply reliable gas and electric service to its customers at competitive rates.
The combination of the two companies will result in cost savings and
operational synergies that will be shared with retail customers in all three
states.
"ULH&P's, PSI's and CG&E's role in providing reliable energy service, community
involvement and economic development will continue as it has in the past," said
Greg Ficke, president of ULH&P and CG&E.
"Also, our customers can count on the high quality of service they have come to
expect, as both Cinergy and Duke rank highly in customer satisfaction surveys,"
added Kay Pashos, president of PSI.
The merger will have no effect on the regulation of gas and electric
distribution service by the Kentucky, Indiana, and Ohio utility commissions,
which will continue to set retail rates. The increased scope and scale of the
merged company will make it financially stronger and will permit best practices
to be shared across the entire organization.
The companies anticipate a ruling from the Kentucky PSC within 120 days. The
transaction is expected to close in mid-2006, after state and federal
regulatory approvals are received.
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Page 3. Cinergy, Duke seek merger approval
ULH&P serves approximately 145,000 customers in six Northern Kentucky counties
and is an affiliate of Cinergy Corp., which has a balanced, integrated
portfolio consisting of two core businesses: regulated operations and
commercial businesses. Cinergy's regulated public utilities in Ohio, Indiana,
and Kentucky serve 1.5 million electric customers and about 500,000 gas
customers. In addition, its Indiana regulated company owns 7,000 megawatts of
generation. Cinergy's competitive commercial businesses have 6,300 megawatts of
generating capacity with a profitable balance of stable existing customer
portfolios, new customer origination, marketing and trading, and
industrial-site cogeneration. Cinergy's integrated businesses make it a Midwest
leader in providing both low-cost generation and reliable electric and gas
service.
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.
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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 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
Page 4. Cinergy, Duke seek merger approval
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 Duke Energy Holding Corp. (Registration No. 333-126318), which includes a
preliminary prospectus and a preliminary joint proxy statement of Duke and
Cinergy, and other materials have been filed with the SEC and are publicly
available. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY
STATEMENT-PROSPECTUS WHEN IT BECOMES AVAILABLE AND THESE OTHER MATERIALS
CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT DUKE, CINERGY, DUKE
ENERGY HOLDING CORP., AND THE PROPOSED TRANSACTION. Investors will be able to
obtain free copies of the joint proxy statement-prospectus 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.
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