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 26, 2005

Fowler Tells Employees to Stay Focused

Duke Energy President and Chief Operating Officer Fred Fowler reminded
employees that the company has a lot of commitments to keep in 2005, urging
everyone not to be sidetracked by the recently announced merger with
Cincinnati-based Cinergy Corp.

"We need to keep our focus," said Fowler to an Open Forum audience in Houston
on May 26. "We have made a lot of promises to Wall Street. We need to deliver
our results."

Fowler referred to the company's first quarter earnings as a recent event that
had been "lost in the news" by merger-related happenings.

"With no help from the weather in the Carolinas or Canada, we had a solid
first quarter," he said. "Our 44 cents in basic ongoing earnings per share was
a good start to the year."

Fowler said Duke Energy would continue looking for growth opportunities
throughout 2005 as Field Services works on forming a Master Limited
Partnership, Gas Transmission examines a similar arrangement with some
Canadian assets and DEGT tracks new developments in the liquefied natural gas
(LNG) market.

However, Fowler admitted the merger announcement had generated plenty of
questions in employees' minds. He repeated the 12-month time frame to close
the merger and said the integration work would not begin for several months.
The initial focus will be on filings for regulatory approvals.

Fowler said he felt the biggest aspect of the merger would be the boost it
would give Duke Energy North America. With the addition of Cinergy's 5,000
megawatts of unregulated capacity in the Midwest, Fowler said DENA would be
cash positive and profitable. Welcome news to DENA employees. 

"It's stressful to work for a business unit that's losing money," he said.
"You know that can't happen but for so long. This is a major step forward for

Growing the company's electric operations was another positive Fowler pointed
to. The combined company would be among the five largest electric companies in
the sector - a sector that Fowler still thinks is too fragmented. He said that
by virtue of its size and scope, Duke Energy would be on the short list to
examine any deal being considered in the industry.

"People would always come to us first," he said. "Our size would allow us to
shape the future of the industry."

In addition to heading up gas operations at the merged company, Fowler said he
will also lead the effort to examine separating the gas and electric portions
of the business. He cautioned employees from jumping to conclusions, noting
that no decision has been made.

"It's pretty complicated," he said. "The efficiencies we gained from the
original Duke/PanEnergy merger would be lost. But are we under-valued as a
combined company? That's what we'll be investigating."

The next Open Forum will be June 15 in Houston. Fowler will be the host.

Questions from the Meeting

Impact from Merger

Q:   It appears the Cinergy merger would have the most strategic benefit and
     most impact for DENA. Is this assessment correct?

A:   That is a fairly clear assessment. The big areas that will be impacted
     will be DENA, the regulated utility and the corporate office.

Canadian Trust

Q:   Could you give us a little more details about the Canadian Trust you were
     talking about?

A:   A Canadian Trust is basically a Canadian version of a Master Limited
     Partnership (MLP). It's been going on in Canada for about three or four
     years. Some of the assets we have put together in Canada fit that model
     very well. If we're going to continue to grow that business, the people
     we're competing against have these Canadian Trusts set up. To make
     ourselves competitive, we may have to go to that structure. That's what
     we are evaluating right now.

People Leaving DENA

Q:   In DENA, there have been some leaders leaving the company. Have there
     been thoughts of grooming these individuals to keep them around?

A:   We have put several special programs in place to keep people around. This
     is a business that's driven by intellectual capital. But the best thing
     we can do is to put this business into a good, solid business model.
     People are nervous about working in an organization that's losing money.
     They know that situation cannot continue. You can't make people stay
     where they don't feel they have a solid future. That's why we've had the
     urgency to get a solid business model. That's the only way we'll retain
     the kind of people we need.

Separating Gas & Electric

Q:   Would you let us know your opinion and the timing on separating the gas
     and power companies?

A:   I think the timing will be, at the earliest, after the closing of the
     merger. I know there is a lot of uncertainty out there. To me, it's way
     too early to be worried about that. This work is being driven by the need
     to increase shareholder value. That's really what the analysis is about.
     When we put Duke Power/PanEnergy together, it created a lot of synergies.
     If we separate, those synergies go away. But are two separate companies
     more valuable than the combined company? Again, that's one of the things
     that I'll be very focused on in the next year.

Sense of Urgency

Q:   Does the recent PacifiCorp announcement by Warren Buffett validate Duke's
     vision and strategy? If so, does this create a greater sense of urgency
     on our part to speed up our timeline for additional acquisitions?

A:   Yes. The electric utility industry is probably the most fragmented,
     highly capital-intensive business in the world. There are basically 100
     utilities in the U.S. In Europe, it's about five or six. The industry is
     crying for consolidation. I think the PacifiCorp deal is a validation of
     our belief.

DENA Offices

Q:   Has there been discussion about the offices for the merchant generation
     business. Is there any current thinking on this issue you can share?

A:   There really isn't. We have not started that part of the integration
     process. I know when something gets announced, you want to get on with
     it. But let's not get out ahead of the process. There's no rush to get
     this integration process started. We've got plenty of time, and doing it
     too early can be a negative. We're working very hard on our filings. But
     as far as the rest of the integration, we haven't done that much work.

Growing the Gas Business

Q:   There's a lot of discussion on growing the electrical end of the
     business. What are your thoughts about growing the gas transmission end
     of the business?

A:   From the standpoint of organic growth, the gas transmission business is
     our most opportunity-rich area. That will be where the biggest amount of
     capital will be spent over the next three years. A lot of it is being
     driven by LNG activity. Over the next five years, we see LNG investment
     anywhere from $1.5 billion to $2 billion. On the Field Services side, as
     a result of the very high prices we see assets selling for in this frothy
     crude oil market, our focus is to optimize the existing asset base we
     have. On the pipeline side, we'd like to have a presence in the Rocky
     Mountains. That's a growth area where we have no presence. We'd also like
     to build off our western Canadian system. There are areas in the
     Northeast U.S. we would like to fill. Most of those assets are in the
     hands of players who covet them, but things change. We'll be ready if
     they do.

Field Services MLP

Q:   I've got a question on Field Services. Is the intent to take all the
     business that is currently controlled in Denver and place it into a MLP?

A:   No. The majority of the business at Field Services does not fit an MLP
     model because of volatility. The MLP model has to have assured cash
     flows. The MLP would be around gathering assets, storage assets, pipeline
     or fractionators. The MLP market is primarily a retail market because it
     can't be held by institutional investors. So the equity offering will be
     somewhat limited. Typically IPOs in those areas are somewhere in the $300
     million range. We've seen some as high as $500 million range. We would
     probably make the decision to do that by late third quarter.

Questions from the Portal

Questions from the Portal will be available in the next report.

                                     * * *

                          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 and, 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
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, the SEC's
website. Free copies of Duke's SEC filings are also available on Duke's website
at, and free copies of Cinergy's SEC filings are
also available on Cinergy's website at

                        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.