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
Duke Energy and Cinergy Announce Future Utility Company Presidents; Additional
Executive Appointments
CHARLOTTE, N.C. & CINCINNATI - Plans for the integration of Duke Energy and
Cinergy took another step forward Monday with the announcement of 54 additional
executive level appointments effective when the merger closes next year.
"As we prepare to bring our two companies together, we have been able to draw
on an incredible pool of talent," said Cinergy chairman and chief executive
officer James E. Rogers, who will be CEO of the combined company. "I am
confident that this leadership team will enable us to provide top quality
service to our customers and strong returns to our investors going forward."
Today's announcement included the three presidents of the utility companies
that will be part of the new Duke Energy.
"The three leaders chosen for our utility companies all have strong experience
serving customers and working with local communities," said Rogers. "They will
continue our commitment to reliable, cost effective service and community
involvement."
Ellen T. Ruff, Duke Power group vice president, planning and external
relations, will be president of Duke Power, the Carolinas utility business. Kay
E. Pashos, president of PSI, serving Indiana, will continue in that role.
Sandra P. Meyer, Duke Power group vice president, customer service, sales and
marketing, will be president of The Cincinnati Gas & Electric Co. (CG&E) and
Union Light Heat and Power (ULH&P), the northern Kentucky utility subsidiary of
CG&E. Gregory C. Ficke, current president of CG&E and ULH&P, has decided to
leave the company after 28 years of service, but has agreed to assist in the
transition for at least one year.
Rogers and Duke Energy chairman and CEO Paul M. Anderson named their direct
reports on Nov. 18. Each of those executives announced the leadership of their
organizations, as follows.
U.S.Franchised Electric and Gas - Chief Commercial Officer Organization
-----------------------------------------------------------------------
James L. Turner, who will lead U.S. franchised electric and gas commercial
functions, will have the three utility presidents as direct reports. He also
announced:
o Myron L. Caldwell, Duke Power group vice president, finance and IT, will
lead the finance function for the franchised electric and gas business.
o Douglas F. Esamann, Cinergy senior vice president, energy portfolio
strategy and management, will lead strategy and planning for the
franchised electric and gas business.
o Paul R. Newton, Duke Power vice president and general counsel, will lead
the legal function for the franchised electric and gas business.
o James J. O'Connor, general manager, human resources for Cinergy's
regulated business unit, will lead human resources for the franchised
electric and gas business.
A public affairs lead for the franchised electric and gas business will be
named later.
U.S.Franchised Electric and Gas - Chief Operating Officer Organization
----------------------------------------------------------------------
Thomas C. O'Connor, who will lead the new company's U.S. franchised electric
and gas operations, announced the following executives will report to him:
o Todd W. Arnold, Cinergy vice president customer care, will lead customer
service and the call centers.
o Theopolis Holeman, Duke Power group vice president, power delivery, will
lead the power delivery function - including electric transmission and
distribution - in the merged company.
o Gianna M. Manes, vice president, energy generation - Midwest region, Duke
Energy North America, will lead regulated portfolio optimization.
o William R. McCollum Jr., Duke Power vice president, strategy and business
development, will lead regulated fossil / hydro generation.
o In addition, Barry E. Pulskamp, Cinergy vice president, power operations,
will lead operations of the combined coal fleet, reporting to McCollum.
Leaders for hydro and combined cycle / combustion turbine operations will
be named later.
o A. R. Mullinax, group vice president Duke Energy business services, will
lead enterprise business services, which will deliver services to many
areas across the company.
o Two key positions in the enterprise business services organization were
also named. C. Neal Alexander Jr., Duke Power vice president, human
resources, will lead human resources operations. Ronald R. Reising,
Cinergy vice president and chief procurement officer, will lead the supply
chain function. Other leaders in the enterprise business services
organization will be named later.
o Clarence L. Ray Jr., Duke Power group vice president, procurement,
construction and EH&S, will lead construction and project management for
large projects.
o John J. Roebel, Cinergy vice president, generation resources, will lead
engineering and technical services.
o Patricia K. Walker, Cinergy vice president, gas operations will lead CG&E
gas operations.
Nuclear, Public Policy and Sustainability
-----------------------------------------
Ruth G. Shaw, who will lead the nuclear, public policy and sustainability
group, named the following leadership team:
o H. Brew Barron Jr., Duke Energy group vice president nuclear generation
and chief nuclear officer, will continue in that role.
o Roberta B. Bowman, Duke Energy vice president external relations, will
lead sustainability and public interest.
o James B. Gainer, vice president regulatory and legislative strategy for
Cinergy's regulated business unit, will lead federal energy policy.
o John L. Stowell, vice president federal legislative affairs, environmental
strategy and sustainability for Cinergy's regulated business unit, will be
responsible for environment, health and safety leadership.
o Robert C. (Josh) Birmingham, Duke Power general manager of human resources
services, will lead the human resources function for the organization.
Duke Energy Americas
--------------------
Paul H. Barry, who will lead Duke Energy Americas in the merged company,
announced these appointments:
o Curtis H. Davis, group vice president energy generation for Duke Energy
Americas, will head non-regulated generation operations.
o James B. Fallon, president, marketing and trading for Cinergy's commercial
business unit, will lead trading and marketing.
o Jeffrey A. Gollomp, vice president and general counsel for Cinergy's
commercial business unit, will lead the strategy and development function
for Duke Energy Americas, including acquisitions and divestitures.
o M. Stephen Harkness, president energy services, for Cinergy's commercial
business unit, will lead Solutions, the company's third-party operations
business.
o C. Gregory Harper, group vice president, energy marketing and management
for Duke Energy Americas, will serve as integration and transition
executive for DEA.
o Richard K. McGee, president Duke Energy International, will lead the
international business.
o Lon C. Mitchell Jr., group vice president and chief financial officer,
Duke Energy Americas, will lead the business' finance and IT functions.
o Katherine C. Perez, director of public relations at Duke Energy Americas,
will lead the public affairs function.
o Charles R. Whitlock, vice president, commercial analytics and portfolio
optimization for Cinergy's commercial business unit, will lead commercial
asset management operations.
o F. Wayne Wiesen, senior associate general counsel for Duke Energy will
lead Duke Energy Americas' legal function.
A human resources lead for Duke Energy Americas will be named later.
Duke Energy Gas
---------------
Fred J. Fowler, who will lead the company's gas businesses, confirmed the
following direct reports.
o William H. Easter III, president and chief executive officer of Duke
Energy Field Services, will continue to lead that business.
o Martha B. Wyrsch, president and chief executive officer of Duke Energy Gas
Transmission, will continue to lead DEGT.
Crescent Resources
------------------
Jim W. Mogg, who will serve as advisor to the chairman, confirmed:
o Arthur W. Fields, president and chief executive officer of Crescent
Resources, will continue in that position.
Finance
-------
David L. Hauser, who will lead the finance function post-merger, announced the
following appointments:
o Keith G. Butler, vice president corporate tax at Duke Energy, will lead
the tax function.
o R. Sean Trauschke, vice president, chief risk officer and chief credit
officer of Duke Energy, will lead risk management and insurance in the new
company.
o Sara S. (Sally) Whitney, Duke Energy vice president and project director,
financial reengineering, will lead financial reengineering and finance IT.
Two other leadership positions in the finance organization were announced Nov.
18:
o Lynn J. Good, Cinergy executive vice president and chief financial
officer, will lead the treasury function.
o Steven K. Young, Duke Energy vice president and controller, will lead the
controller's function.
Hauser also announced that Joseph E. Lentz Jr., director, human resources at
Duke Energy, will continue to provide HR support to the finance function.
Office of General Counsel
-------------------------
Marc E. Manly, who will lead the office of general counsel, which includes
federal government affairs, internal audit, ethics and compliance, and the
corporate secretary, announced the following direct reports:
o Dorothy M. Ables, Duke Energy's vice president, audit services and chief
compliance officer, will lead internal audit.
o Julia S. Janson, Cinergy corporate secretary and chief compliance officer,
will serve as corporate secretary and lead ethics and compliance.
o Beverly K. Marshall, Duke Energy's vice president, federal government
affairs, will continue to lead that function.
o Catherine S. Stempien, Cinergy's associate general counsel, will lead the
corporate legal group.
Other leaders in the legal area will be assigned in the business units.
Corporate Development
---------------------
B. Keith Trent, who will lead corporate development, including corporate
strategy and mergers and acquisitions, will have the following direct reports:
o Robert Irvin, Duke Energy vice president strategy and integration, will
lead market and portfolio analysis.
o David W. Mohler, Cinergy general manager strategic planning will lead
strategic planning.
o Wouter T. van Kempen, Duke Energy managing director of mergers and
acquisitions, will lead the mergers and acquisitions function.
o Gregory C. Wolf, vice president of Cinergy Ventures, will lead the
commercial telecom businesses and investment management function.
Corporate Human Resources
-------------------------
Christopher C. Rolfe, who will lead the corporate human resources function,
announced the following appointments:
o Elizabeth P. Britt, director, HR program integration, will lead human
resources integration and communication.
o Karen R. Feld, Cinergy general manager, corporate compensation and
benefits strategy, will lead compensation and benefits.
o Colon S. McLean, vice president human resources for Duke Energy Field
Services, will lead human resources policy and strategy.
o Catherine B. Stancombe, Duke Energy director of HR compliance and risk
management, will continue to lead that function.
o Richard T. (Stick) Williams, Duke Energy vice president, diversity and
employee development, will lead talent management and diversity.
Other human resources leaders will be assigned in the functions they support.
Communications
--------------
Julie A. Dill, who will lead investor relations and corporate communications
announced:
o Cathy S. Roche, Duke Energy vice president, corporate communications, will
lead the corporate communications function.
Other direct reports in investor relations and shareholder services will be
named later.
Corporate Profiles
Cinergy has a balanced, integrated portfolio consisting of two core businesses:
regulated operations and commercial businesses. Cinergy's integrated businesses
make it a Midwest leader in providing both low-cost generation and reliable
electric and gas service. More information about the company is available on
the Internet at: http://www.cinergy.com.
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.
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
Energy 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 Energy 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
Energy 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 Energy
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 ENERGY,
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 Energy and Cinergy
at http://www.sec.gov, the SEC's Web site. Free copies of Duke Energy's SEC
filings are also available on Duke Energy's Web site at
http://www.duke-energy.com/investors/, and free copies of Cinergy's SEC filings
are also available on Cinergy's Web site at http://www.cinergy.com.
Participants in the Solicitation
Duke Energy, Cinergy and their respective executive officers and directors may
be deemed, under SEC rules, to be participants in the solicitation of proxies
from Duke Energy's or Cinergy's stockholders with respect to the proposed
transaction. Information regarding the officers and directors of Duke Energy 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.
Contact: Randy Wheeless
Phone: 704/382-8379
24-Hour Phone: 704/382-8333
e-mail: crwheele@duke-energy.com
Contact: Steve Brash
Phone: 513/287-2226
24-Hour Phone: N/A
e-mail: N/A