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 GRAPHIC OMITTED] [CINERGY GRAPHIC OMITTED]
Aug. 11, 2005 DUKE ENERGY MEDIA CONTACT: Peter Sheffield
Phone: 980/373-4503
24-Hour: 704/382-8333
CINERGY MEDIA CONTACT: Steve Brash
Phone: 513/287-2226
DUKE ENERGY AND CINERGY ANNOUNCE EARLY TERMINATION
OF HART-SCOTT-RODINO WAITING PERIOD
CHARLOTTE and CINCINNATI - Duke Energy and Cinergy announced that the Federal
Trade Commission and U.S. Department of Justice today granted early
termination of the waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, related to the companies' proposed merger.
Termination of the waiting period satisfies a closing condition of the
transaction.
The planned combination, announced May 9, 2005, remains subject to other
closing requirements, including approvals from various state and federal
regulatory agencies, and shareholders of both Duke Energy and Cinergy. The
companies anticipate receiving all necessary approvals by the first half of
2006.
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.
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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
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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 website. Free copies of Duke Energy's
SEC filings
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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.
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