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
OPEN FORUM
May 10, 2005
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Merger Talk Dominates Open Forum
It was "all merger, all the time" at the May 10 Open Forum in Charlotte as
Paul Anderson, chairman of the board and chief executive officer, had his
first face-to-face meeting with employees since the merger announcement with
Cinergy.
Explaining the positive aspects of the $9 billion merger and fielding
questions from audiences in Charlotte and Houston -- via videoconference --
Anderson reminded employees that the earliest the deal could be completed
would be 12 months from now. He said that in the meantime employees need to
remain focused on the job at hand.
"It's premature to start making assumptions about what might happen," advised
Anderson. "We have some important issues that need addressing right now."
Under terms of the agreement, Cinergy CEO Jim Rogers will become the president
and CEO of Duke Energy when the merger is completed. Anderson said he would
continue to be the chairman of the company and would be staying around at
least one year after that.
"I'm going to be around awhile, so continue to be nice to me," he joked.
The merger will create a much larger retail operation for Duke Energy, with
the combined company having 3.7 million electric customers and 1.7 natural gas
customers, with a total asset base of $70 billion.
Anderson said one of the short-term benefits of the announcement would be the
increase in the Duke Energy annual dividend - from $1.10 per share to $1.24.
He added that the merger would be positive to earnings right away.
"It's a value-creating transaction in the short-run," he said.
Highlights from Paul Anderson's and Fred Fowler's monthly meeting with
employees. Published exclusively for the employees of Duke Energy.
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He added that the medium-term benefit will be to strengthen DENA.
"This deal will make DENA a profitable operation," said Anderson. "That has
been one of our major objectives. It will also give us the opportunity to
merge the two merchant groups into one - creating an opportunity for overhead
savings."
Long term, Anderson said the merger would give Duke Energy stand-alone
strength in both gas and electric operations. He said one issue that would be
addressed in the future is whether to separate the gas and electric portions
of Duke Energy into separate companies.
"The premise of the Duke Power/PanEnergy merger didn't happen," he said. "The
electric industry did not fully deregulate. And the affiliate rules ban
sharing data between the various operations. We could separate the operations
and be a major player in the electric or gas side."
For the immediate future, Anderson said he and Rogers would chair an
integration task force that would look at the various aspects of the companies
to figure out how best to put them together. He said that everything from
benefits to e-mail systems would be looked at.
Lost in the merger news were last week's first-quarter results of 44 cents of
basic ongoing earnings versus 34 cents last year. Anderson said that improved
results at Field Services, reduced losses at DENA and lower interest expense
led to the improved results.
Anderson also reminded employees to practice safe work habits during the
Global Service Event, which runs through June 18. He said that many employees
would be tackling unfamiliar tasks such as hammering and landscaping and
should use extra caution.
The next Open Forum will be June 15 in Houston. President and Chief Operating
Officer Fred Fowler will be the host.
Questions from the Meeting
Stock Movement
Q: How do we expect our stock to react in the near term relative to Cinergy?
A: Our stock and Cinergy's will start to move in tandem with each other.
Ultimately, if they move too far apart, arbitrage will bring them back
together. So you aren't going to see one get wildly out of sync with the
other. There's going to be a lot of rotation of
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shareholders for awhile because some people don't understand the merger. They
had a nice ride with Duke Energy. They'll just take the money and run. And so
there will be a lot of rotation in the early days. The market is going to have
to understand the deal. Ultimately, I would say that our share price should
trade up from where it was before the announcement. For one thing, we've
increased the dividend. At today's share price, that's a 4.5 percent yield.
The main message is that there's going to be some movement in the share price
before it stabilizes. But I wouldn't read too much into one day or another
over the next few weeks.
Cinergy Operations In Houston
Q: Could you tell us about the business operations that are conducted in
Cinergy's Houston office?
A: Cinergy has some trading operations in Houston -- less than 200 people.
That will clearly be a task force issue over the coming year. Should they be
combined? Where should they be located? Those are issues the task force will
be addressing.
Separating Gas And Electric
Q: My question revolves around separating the gas and electric operations.
We've tended to hear that being integrated with gas and electric tends to
smooth out each other's earnings by moving in opposite cycles. What would be
the benefit of breaking apart?
A: I would start by saying we haven't made a decision to separate those. But
we're going to examine it. The analysts who follow Duke Energy tend to be
electric analysts. They value the company based on earnings. The analysts that
follow the gas business put more emphasis on cash flow. Pipelines tend to be
valued on cash flow, and it's a fairly high multiple. That's one of the
reasons a lot of people say our PE (price-to-earnings) ratio seems high
relative to others because that cash flow component is adding some support. So
the question is does the market fully appreciate the fact that we've got both
operations? Or would they appreciate it more if they were separated? Again, it
will be a year before we have that figured out.
Still Pursuing A Joint Venture With DENA?
Q: Will we still be pursuing a joint venture for DENA? If so, will that be
after this deal closes?
A: Yes, we will still be pursuing a deal for DENA. In fact, we will be
pursuing a lot of things, and we will not wait for the merger to close. This
deal solves one of the problems
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for DENA -- underutilized assets in the Midwest. It does not solve the fact
that we've got trading positions in the West that are fairly large and not
necessarily in the money. So the whole concept of what we need to do with our
hedge book is not touched by this. It also gets us from 10,000 megawatts to
16,000 megawatts. But we're still a long way away from what we think critical
mass should be for a successful merchant generator.
Reaction From Cinergy Employees
Q: I'm interested in the initial reaction Cinergy employees have about this
deal. Do you have any feel for that?
A: I haven't talked to anyone other than the senior folks we were negotiating
with. So I'm getting second-hand knowledge. I would say that the overall
reaction is positive because they're going from a mid-tier company to a clear
industry leader. That part is positive. But there's a lot of nervousness, too.
You look at the headquarters and say, "The headquarters is going to be
Charlotte.
What's this going to mean to me as a corporate employee?"
What Is Non-Core Now?
Q: We've been selling non-core assets over the past few years. Is there a new
definition of non-core now?
A: We have more assets in the portfolio, and we'll have to examine them. But
there's no new definition of non-core.
AEP Merger Ruling
Q: Last week, an administrative law judge at the FCC issued a decision that
the proposed AEP acquisition of Central and Southwest violated the Public
Utility Holding Company Act of 1935. Are we going to need a change in
legislation in order for the Duke/Cinergy merger to proceed?
A: This was a long-standing case that AEP had pending for more than five
years. We think we have a different set of facts. We've had quite a bit of
help from what we believe is the best lawyer in this area. The most
encouraging thing we have is that both Cinergy and Duke Energy are
interconnected with AEP. So if you get a transmission line via the AEP
network, it's like we have a ready-made link between Duke and Cinergy. AEP had
to go through a more circuitous path to say there was interconnectivity of
their systems. But it's an issue. The best thing that could happen would be
for the energy bill to pass and the Holding Company Act to be repealed. Then,
we wouldn't have to argue the point.
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Selling Crescent?
Q: My question is related to that, too. If we're subject to the Holding
Company Act, we might not be able to keep Crescent Resources. Can you explain
that?
A: We are not a holding company now. But we would be if this deal goes
through. Under the act, you are not allowed to have anything other than small
non-energy businesses, and Crescent is pretty big. There are three things that
could happen. First, the Holding Company Act gets repealed and this goes away.
Second, it doesn't go away, but Crescent is ruled to be not material relative
to a $70 billion company. The worst case is that we would have to divest of
Crescent. Historically, you are given three to four years to complete the
divestiture. So it wouldn't be a fire sale. But divestiture would be the
worst-case scenario.
Stock Buyback Program
Q: What about the future of the stock buyback program?
A: A lot of analysts were interested it that, too. As you know, we have done
an accelerated program for 30 million shares. We basically bought the shares
from Merrill Lynch. And over the next 10 months, they'll be buying shares to
fulfill that position. Beyond that, we had a 20 million share program that we
kicked off a few weeks ago. We have suspended that. We have suspended anything
that would go beyond the first 30 million shares pending a strategic review.
Texas Eastern And Cinergy
Q: It appears that one of Texas Eastern's pipes runs right through the heart
of Cinergy. Did that come into play to make the deal more attractive?
A: No. Because of the affiliate rules, we can't treat their utility any
differently than we do another third party. So we won't be able to cut them
favorable terms, feed them any information or craft a longer-term deal than we
would for somebody else. We don't get any benefit from that.
Layoffs
Q: Jim Rogers made comments Monday about not anticipating layoffs in
Cincinnati. If not there, where would they happen? What's your sense of how
the distribution of workforce reductions might occur?
A: His comments were about handling the reductions through attrition and early
retirement. I don't think he was saying there aren't going to be any positions
eliminated in Cincinnati. Where I see the reductions coming are three areas.
Obviously, the corporate areas. The second will be the back office of the
electric company. We'll be looking at how can we combine electric operations
and make them more efficient. The
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third area would be in the merchant business. When you put the two merchant
businesses together, you would expect you could reduce overhead.
Future Of New Generation
Q: What is Duke Energy's goal over the next three years in regards to building
new generation?
A: We will be under pressure to have more generation. I think that's one of
the things that attracted Cinergy and their board to Duke Energy. We have the
capability to build nuclear and we have a pretty good gas capability. In this
region, we will probably end up building new capacity. We're going down
several paths. We're looking at a request for a merchant generator to supply
us. We're looking at gas-fired locations. We're looking at coal-fired
locations, and then a nuclear plant down the road. Which one we'll go with, I
don't know. I suppose one of the interesting things is that in the Carolinas
we are still a fully integrated utility. So we can recover costs of a new
plant. In Ohio, generation is no longer regulated. Coming up with a way to
recover costs of a plant is hard to do. So it's a nice match to have plants
already in place in Ohio. We're not going to have to build any plants there
for the foreseeable future.
Stock For Gas & Electric?
Q: If the company is split between the gas and electric, will two separate
classes of stock be offered? And will the existing Duke shareholders take a
share of both?
A: You're way ahead of me here. That's what Fred (Fowler) and I are going to
be working on. If you saw the functional work chart that we laid out, Fred
will be focused on what we are going to do with the gas operations. Jim Rogers
will be working with others on the electric business. But it will be months
before we can answer anything that specific.
Making Contact With Cinergy Employees
Q: On the FAQ's on the Portal, you mentioned that it's not advisable to have
conversations or make contact with folks at Cinergy. Some of us have
interaction with folks at other utilities. Could you elaborate on that
caution?
A: We're going to have an integration task force. The worst thing that can
happen is for everybody to free lance. That would completely derail the whole
process. It's not that we don't want people talking to each other. But we
don't want independent discussions as to how we would coordinate future
activities.
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Questions from the Portal
Carbon Tax
Q: Paul recently advocated a carbon tax as a solution to global warming, an
issue that enjoys popular support but is based on (at best) inconclusive
scientific evidence. Another issue which lacks scientific credibility but
inspires passionate opinions is the perceived medical risk from
electromagnetic fields (EMF) near transmission lines.
Will Paul also advocate that Duke Power bury its transmission lines as a way
of proactively addressing the risk of EMF? If not, how do argue the case
against EMF on the grounds of inconclusive/incomplete scientific evidence when
we have tossed this reasoning aside for climate change?
A: There's little debate that the earth's climate is warming. What's uncertain
is the extent to which greenhouse gases from human activities -- including the
burning of fossil fuels -- is contributing to the shift in global
temperatures. And this concern is becoming a public policy issue of enormous
magnitude. Furthermore, the potential for legislation or regulation being
adopted in the United States to address it is real, and growing.
For many years, we've worked closely with electric utilities and research
institutions involved in EMF research. As you suggest, the studies have not
found a definitive cause and effect relationship between EMF and harmful
health effects. Moreover, putting the lines underground wouldn't necessarily
eliminate magnetic fields, because magnetic fields pass through most objects.
In contrast to the global climate change issue, neither legislation nor
regulation is being considered to address this perceived risk.
Charlotte Region
We received a number of questions about Charlotte-area facilities. Since the
questions are specific to the Charlotte region, please see the Charlotte
region page of the Portal.
Coal Technology
Q: Is Duke Energy looking at coal slurry or coal log pipeline technologies? If
so, can you give us an update?
A: Duke Power and other electric utilities that burn coal at their power
plants have been facing strong upward pressure on their rail transportation
costs in recent years, and we are always looking at options to lower these
costs for our customers. Moving coal in a slurry form through a pipeline
(using 50 percent coal and 50 percent water) with pumping stations is a bold
idea that may add some stability to continuing escalation of transportation
cost, but there are numerous issues to look at before any project of this
magnitude would be undertaken.
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Domestic Partner Benefits
Q: A North Carolina law prohibits unmarried and unrelated adults of the
opposite sex from cohabitation. Why is the company offering domestic partner
benefits when North Carolina law doesn't support cohabitation?
A: North Carolina doesn't have a law that prohibits companies from offering
domestic partner benefits. In fact, some states in which we operate require
companies to offer benefits to employees who have a domestic partner that are
comparable to those provided to employees who are married. Having said that,
Duke Energy's health plans are self-insured, which means that our health plans
are not governed by state insurance regulation. Duke Energy's decision to
offer this benefit to employees is consistent with our commitment to maintain
a competitive benefits program to ensure we're able to attract and retain
talent now and in the future.
Q: In a prior communication, Paul Anderson stated that offering domestic
partner benefits "has been shown to aid in both attracting and retaining
employees." What studies are available to show that statement to be true?
A: Routinely, Duke Energy benchmarks its benefits package against other
companies and markets where we compete for labor. Many of these companies
offer domestic partner benefits to their employees. These companies, along
with Duke Energy, recognize that the labor market, in general, expects
companies to demonstrate their commitment to diversity through company
policies and programs that reflect the needs of those in the workforce today
and in the future.
Research provided by the Corporate Leadership Council and the Human Rights
Campaign, and conducted with Fortune 500 companies, suggests that companies
that provide domestic partner benefits see a positive impact on their hiring
efforts. This is because they are more likely to be viewed by potential
employees as valuing diversity and providing competitive benefits.
Q: Why is Duke Energy following the lead of other companies that offer
domestic partner benefits?
A: As we've shared in the past, Duke Energy's decision to provide domestic
partner benefits is based on the company's desire to remain competitive with
Fortune 100 companies in attracting and retaining talent.
Fuel Costs
(This question was posed by a Duke Power employee)
Q: Why do we buy highway fuel for Duke Power line trucks? We can run off-road
fuel and save a lot of money.
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A: It's illegal to run off-road fuel in a highway vehicle. And a line truck is
considered a highway vehicle. The reason it's illegal: the price of
off-highway fuel doesn't include the state and federal taxes that support the
highway systems. It also has a higher sulfur content, which increases
emissions.
To help manage our fuel costs, we've been working with our Tax Department to
apply for a refund for the highway taxes on the fuel that a line or bucket
truck uses while it's working off-road. This has not been readily accepted by
state and federal auditors, and due to a recent court ruling, may not be an
option for the future.
Job Postings
We received a question about job posting procedures at Oconee Nuclear Station.
Since the question is specific to a location, please see the answer in local
communications.
Living Will Benefits
Q: The U.S. Living Will Registry (http://www.uslivingwillregistry.com)
provides a place for individuals to file or register their advance directives
and/or living wills. To do so requires a "source code" from a health care
provider or "community partner." With all the hoopla lately about living wills
and health care directives, could Duke Energy's Benefits Department look into
the possibility of becoming a partner and providing this benefit to employees?
This could be tied to Duke Energy's Legal Reference Program benefit.
Editor's note: The Legal Reference Program is a service provided through the
Aetna Group. For more info, see the Benefits Knowledge Center on the Portal's
Employee Center. Once there, visit the Contact Information, Benefit
Administrators page.
A: This is an interesting idea which merits some research on our part. We'll
research the Web site and provide an answer via the Open Forum in a coming
month.
Paid Paternity Leave
Q: In the April Open Forum it was stated that "Duke Energy's decision to
provide domestic partner benefits is based on the company's desire to remain
competitive with Fortune 100 companies in attracting and retaining talent."
Given that other companies offer paid paternity leave, is this benefit also
being considered by the company?
In my opinion, paid paternity leave would be beneficial to more workers and
more potential workers than domestic partner benefits.
A: Current paid time off options during paternity leave include vacation and
dependent care which is similar to our approach for maternity leave options.
Paid time off beyond our existing benefits is not under consideration at this
time. But Human Resources
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continues to monitor competitive practices.
Paternity and maternity leave are considered qualifying events covered by the
Family Medical Leave Act (FMLA). For eligible employees, FMLA provides up to
12 weeks of unpaid leave during a 12-month period for the birth, placement or
adoption of a child. Currently, employees who use FMLA for paternity leave can
use paid time off options such as vacation or dependent care while out under
family medical leave. In the case of maternity leave, sick allowance can be
used while the mother is under a doctor's care. Afterwards, vacation or unpaid
time can / should be used for the remaining weeks of leave.
For further information, please review the Family and Medical Leave of Absence
Procedure for your business unit. This can be found on the Portal under My
Services, Employee Center, Policies/Compliance.
Retirement Plans
Q: I recently read an online MSNBC article
(http://www.msnbc.msn.com/id/7319239/) about money being taken from company
retirement plans and being unavailable when employees retire. Is there any
chance something like this could happen here at Duke Energy?
A: While we can't speak directly to the situation in the article, it appears
that the reported abuses generally appear to have happened when the 401(k)
plan was operated by a small, financially troubled employer rather than
third-party professionals. In contrast, the Duke Energy Retirement Savings
Plan (RSP) uses a professional record keeper, Hewitt Associates, and a
professional trustee, State Street. For reconciliation purposes, the record
keeper regularly compares its balance for aggregate RSP participant accounts
against the RSP trustee's aggregate value of RSP assets.
As the article suggests, it's a good practice for participants in the RSP to
monitor their account balances. You can do so by accessing the Your Benefits
ResourcesTM Web site (http://resources.hewitt.com/duke-energy). For example,
you can monitor your contributions to your RSP account balance (including any
company-matching contributions) following every monthly (or bi-weekly)
payroll.
Additionally, as we explain in the RSP Summary Plan Description (SPD) issued
to participants, a Summary Annual Report is mailed to participants each year
that provides a summary of the Plan's annual financial report. The SPD
explains how participants can also request the full annual report, which
includes the Plan's audited financial statement.
Scholarship Recipients
Q: My son submitted the application for the DEFS scholarship. It was supposed
to be announced in mid-March. Have they decided who won yet? I guess if we
have not heard, it means we did not receive it?
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A: Duke Energy Field Services / TEPPCO announced the four recipients of its
scholarship program to all employees on April 21. All student applicants were
notified directly by letter to the address they provided about the result of
their application. If you have a specific inquiry about your child's
application, you can verify details with the DEFS Benefits Center toll-free
within the U.S. at 1-866-333-7236, or 303-595-3331, ext. 4200 in Denver.
Social Security Numbers on Jobs Interest Form
In the April Open Forum, an employee wanted to know whether Social Security
numbers could be removed from the Jobs Interest Form. The form no longer uses
the Social Security number and instead uses the employee ID number. This
change has been in place since late April. Thanks for the suggestion.
* * *
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
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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.
Highlights from Paul Anderson's and Fred Fowler's monthly meeting with
employees. Published exclusively for the employees of Duke Energy.
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