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
Cinergy Merger: Sept. 21 Q&A for Duke Energy Employees
Why isn't Duke Power considering integrated coal gasification / combined cycle
(IGCC) when Cinergy is?
Consideration of IGCC makes sense for Cinergy in its service territory. It
provides Cinergy with coal cost advantages and reduced emissions and it
leverages Cinergy's previous operational experience with the DOE's coal
gasification demonstration project in western Indiana. There are also potential
opportunities for CO2 capture and sequestration due to the southwestern Indiana
geology of the proposed site. In addition, the governor of Indiana recently
signed a bill that provides some tax relief for companies that use IGCC.
The coal cost advantages, carbon sequestration opportunities and tax incentives
are not currently available to Duke Power in its service territory.
What experience does Mr. Rogers have in dealing with multinational issues that
span many countries, especially with the U.S.'s largest trading partner, Canada?
A significant portion of Duke Energy's assets and revenues are sourced in
non-U.S. sovereign nations that all have different rules and obligations in
their respective countries and all play by some different rules. How well does
Mr. Rogers know these rules?
Also, in the future, can we consider calling our operations outside the U.S. by
their names, i.e., Canadian, or Latin American and not "international?"
Operations outside the U.S. are not "international" operations to those who work
there.
During his tenure as Cinergy CEO, Jim Rogers has been either directly or
indirectly involved in the acquisition, divestiture and operation of a number of
energy assets outside the United States, including some in Canada.
Since Cinergy was formed in 1994, it operated a major international business
unit that owned and operated power generation, transmission, distribution and
renewable energy assets in the United Kingdom, Spain (wind farms), the Czech
Republic, Estonia, South Africa, South America, Zambia and Kenya. The largest
asset (acquired in 1996) was half-ownership of Midlands Electricity, a British
regional electric utility.
As the UK transitioned to a fully competitive energy market in 1999, Cinergy
sold its interest in Midlands at a considerable gain. Earlier, Cinergy sold its
South American assets.
In each of these instances, the company identified future adverse changes in
either the regulatory arena or the marketplace, and acted in advance to maximize
the value of the investment. By 2001, most of Cinergy's sales were generated by
growing domestic regulated and non-regulated operations. With this core business
focus, Cinergy began the process of selling many of its international assets and
moved the rest into its Commercial (non-regulated) business unit. Rogers was
either directly or indirectly involved in the acquisition and divestiture of
these assets.
Currently, Cinergy owns a natural gas marketing business in Canada that it
acquired in 2004. It also owns and operates a combined heat & power (CHP) plant
in Zlin, Czech Republic that provides steam and hot water to industrial
companies. Cinergy also owns and operates -- either fully or partially:
o A natural gas distribution system in Greece near Athens
o A transmission & distribution system in the Copperbelt mining region of Zambia
in Africa.
o An oil-fired generating station that supplies Kenya Power & Lighting Corp. in
Africa.
As far as how we refer to our operations, Duke Energy Corporate Communications
generally advises anyone writing for company-wide internal audiences to use
official business unit names (i.e., DEGT West, DEI Brazil) in their
communications. However, when writing for U.S. audiences, such as the U.S.
media, regulators or employees based in the United States, it would be
appropriate to use the term "international" to describe Duke Energy's operations
outside the United States.
A feasibility study is underway to determine the value of splitting Duke Energy
into a power company and a gas company. What impact does this potential split
have on DEA and the trading activity in particular? Do you expect DEA merchant
energy assets to be rolled up under the power company?
On Sept. 13, Duke Energy announced its decision to sell its merchant energy
assets in the West and Northeast. See the news release.
As noted in the FERC Section 203 Filing, the DENA Midwest assets will be
transferred to Cincinnati Gas & Electric (CG&E) in order to achieve operating
efficiencies and to diversify fuel risk.
Jim Rogers said that he wanted people to know what the organization will look
like (and where they fit in) by Thanksgiving. Is that just to a certain level of
employee, or will all employees know by Thanksgiving what their position will be
in the merged company?
By the fourth week in November (U.S. Thanksgiving), not all employees will know
what their position will be in the merged company. We expect that the most
senior level officers will have been named by that time - approximately the top
30.
Jim Rogers has said that Cinergy has managed its workforce without layoffs, but
I know that Cinergy - like Duke - has reduced or restructured its workforce.
How does Rogers define a layoff?
A layoff is when the company eliminates an employee's current position and
doesn't give the employee the option to remain with the company in another
capacity.
How has Cinergy achieved its reductions?
When Cinergy restructures its business and positions are eliminated, the company
attempts to identify other jobs for affected employees through its redeployment
program. If the employee wants to continue to work for Cinergy, in most cases,
another job is made available, although the work location and type of work may
differ from what the employee had been doing. Through redeployment, Cinergy has
been able to manage its workforce levels without using involuntary layoff
programs during Rogers' tenure.
The company also uses voluntary programs, such as early retirement incentives,
to manage its workforce levels.
Rogers has stated that he hopes to continue to avoid layoffs and to manage
workforce reductions resulting from the Cinergy/Duke Energy merger through a
variety of approaches. Those approaches will be determined during the
integration planning process.
Recently, Cinergy Marketing & Trading management has told employees that they
should not expect to be part of the Duke/Cinergy merger. How does this message
fit in with the strategic goals of the Duke/Cinergy merger? Is the non-regulated
marketing and trading function a strategic fit in the long-term plans of Duke
Energy?
To the knowledge of Cinergy Marketing & Trading (CMT) senior management, no
member of management has commented to CMT employees that they should not expect
to be part of the merger.
On Sept. 13, Duke Energy announced that it plans to sell substantially all of
Duke Energy North America's (DENA) physical and commercial assets outside the
midwestern United States. Going forward, Duke Energy will remain involved in the
merchant sector by building its business off the combination of its Midwest
assets and Cinergy's commercial platform. While there will be a marketing and
trading component to the company's strategy following the Duke Energy / Cinergy
merger, commercial deals will be much shorter-termed and require less capital.
See the Sept. 13 Duke Energy news release for more details.
With the recent announcement concerning the integration teams, I am more
uncertain as to the role of DEGT within the new proposed organization. Is there
going to be any operational and/or technical integration of the gas transmission
and gas distribution systems?
Operationally speaking, DEGT will be largely unaffected by the merger of Duke
Energy and Cinergy. No operational level integration of Cinergy's gas
distribution business and DEGT's transmission systems is planned at this time.
DEGT's role on the integration team is to ensure that evolving information
technology systems (or other such processes) take into account the requirements
of DEGT's businesses and employees.
How will the merger effect the Nantahala Area, specifically the call center?
The impact, if any, the merger will have on back office support areas, such as
call centers, will be determined during the integration planning, which
officially kicked off on Sept. 15.
With the Cinergy merger on-going, I would like to know what Cinergy's policies
are on the following: sick time, vacation, holidays, retirement, tuition
reimbursement and relocation. Also will we be changing any of our policies due
to the merger?
It would be difficult to completely describe Cinergy's or Duke Energy's policies
on these topics in a limited amount of space. As part of the HR merger
integration process, a sub-team will be reviewing policies from both companies
and recommending policies for the new combined company going forward.
Jim Rogers says that he wants to "fix the DENA problem." Does he define this as
an asset problem, a market problem, a people problem or some combination of the
three? What are some of the solutions he would propose?
Editor's note: This question was posed prior to Sept. 13, when Duke Energy
announced its decision to sell substantially all of the DENA business outside
the Midwest over the next year. Going forward, Duke Energy will remain involved
in the merchant sector by building its business off the combination of its
Midwest assets and Cinergy's commercial platform.
If I am offered a position to relocate to Cincinnati as a result of the merger
and I turn it down, will I lose my severance? Even if there is no relocation
compensation offered?
As part of the HR merger integration team, there will be a Transition Issues
Team that will review Duke Energy's and Cinergy's policies and recommend
policies for these types of issues. As decisions are made, they will be
communicated to employees when appropriate.
I've never been through a merger. Is it a big deal to employees?
Every merger brings changes, challenges and opportunities, and this one will be
no different. Employees who have experienced mergers or acquisitions will tell
you that the impact will affect everyone to varying degrees. Not knowing exactly
what changes will occur can be uncomfortable for some and exciting for others.
We all know that no one can safeguard our future. But each of us can take this
opportunity to focus on making our new company the standard against which all
others are measured.
Our leadership is inviting us to earn the right to continue to serve our
stakeholders in even better ways than we have before.
With PUCHA out of the way is Duke likely to make another deal before our merger?
It's unlikely that Duke would announce another merger before the Cinergy merger
closes.
Is shareholder approval a concern for the merger?
At this time, we believe both companies' shareholders will approve the merger at
their respective special meeting of shareholders.
Do we have a consulting firm helping with us with the merger integration?
Yes -- Booz Allen Hamilton, which is a leading consultant with extensive
experience in large merger integrations. Booz Allen Hamilton is known for its
project management, change management and strategy implementation skills.
The decision to exit the DENA business, outside the Midwest, will result in an
impairment of $0.88 cents per basic share. So how can the EPS target be
increased by $0.05 cents?
The 88-cent charge against earnings will be a one-time item, which will not
count against ongoing earnings -- the measure for employee incentives.
For 2005, the company's ongoing EBIT target for DENA was a loss of $150 million.
With the decision to exit the DENA businesses, except for the Midwest, and move
them to discontinued operations, their results are effectively not included for
2005 when calculating the EPS for short-term incentive purposes. Consequently,
by taking away a portion of the negative drag on the company's earnings, the EPS
target has increased to reflect this.
* * *
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 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 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.