FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DUQUESNE LIGHT COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 25-0451600
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
411 Seventh Avenue
Pittsburgh, PA 15219
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(Address of principal (Zip Code)
executive offices)
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the
following box. [X]
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), check the
following box. [ ]
Securities Act registration statement file number to which
this form relates: 33-63602 (if applicable)
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Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each Name of each exchange
class to be on which each class
so registered is to be registered
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__% Quarterly Interest The New York Stock
Bonds Due ___, a tranche Exchange, Inc.
of Duquesne Light Company's
First Collateral Trust
Bonds, Series E
Securities to be registered pursuant to Section 12(g) of the
Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered hereby are the __%,
Quarterly Interest Bonds Due __ (the "Bonds"), a tranche of the
First Collateral Trust Bonds, Series E of Duquesne Light Company
(the "Company"), a Pennsylvania corporation.
A description of the Bonds is contained in the
Prospectus included in the Registration Statement on Form S-3 of
Duquesne Light Company which was declared effective by the
Securities and Exchange Commission on June 14, 1993, and will be
supplemented by a Prospectus Supplement relating to the Bonds to
be filed pursuant to Rule 424(b) under the Securities Act of
1933. Such description, as so supplemented, is incorporated
herein by reference.
ITEM 2. EXHIBITS.
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The Bonds described herein are to be listed on the New
York Stock Exchange. Accordingly, the following exhibits
required in accordance with Part II to the instructions as to
exhibits to Form 8-A have been duly filed with the New York Stock
Exchange.
Exhibit Description and Method of
Number Filing
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1.1 *Registration Statement on Form Previously filed as
S-3 filed by Duquesne Light Registration
Company Statement No. 33-
63602
4.1 *Restated Articles of Exhibit 3.1 to the
Incorporation of the Company, Company's Form 10-K
as amended to date Annual Report for
the year ended
December 31, 1991
4.2 *By-Laws of the Company, as Exhibit 3.2 to the
amended to date Company's Form 10-K
Annual Report for
the year ended
December 31, 1996
4.3 *Indenture of Mortgage and Deed Exhibit 4.3 to
of Trust dated as of April 1, Registration
1992, providing for the Statement (Form S-3)
issuance of Mortgage Securities No. 33-52782
4.4 Supplemental Indentures
Supplementing said Indenture of
Mortgage and Deed of Trust
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* Previously filed as indicated and incorporated herein by
reference.
<PAGE>
*Supplemental Indenture No. 1 Exhibit 4.4 to
Registration
Statement (Form S-3)
No. 33-52782
*Supplemental Indenture No. 2 Exhibit 4.4 to
through Supplemental Indenture Registration
No. 4 Statement (Form S-3)
No. 33-63602
*Supplemental Indenture No. 5 Exhibit 4.6 to the
through Supplemental Indenture Company's Form 10-K
No. 7 Annual Report for
the year ended
December 31, 1993
*Supplemental Indenture No. 8 Exhibit 4.6 to the
and Supplemental Indenture No. Company's form 10-K
9 Annual Report for
the year ended
December 31, 1994
*Supplemental Indenture No. 10 Exhibit 4.4 to the
through Supplemental Indenture Company's Form 10-K
No. 12 Annual Report for
the year ended
December 31, 1995
*Supplemental Indenture No. 13 Exhibit 4.3 to the
Company's Form 10-K
Annual Report for
the year ended
December 31, 1996
*Supplemental Indenture No. 14 Exhibit 4.4 to the
Company's Form 10-K
Annual Report for
the year ended
December 31, 1997
4.5 Form of Bond Filed herewith
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* Previously filed as indicated and incorporated herein by
reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
DUQUESNE LIGHT COMPANY
(Registrant)
April 3, 1998 By: /s/ Donald J. Clayton
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Name: Donald J. Clayton
Title: Vice President and
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Description
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4.5 Form of Bond
(SEE LEGEND AT THE END OF THIS SECURITY FOR
RESTRICTIONS ON TRANSFER AND CHANGE OF FORM)
DUQUESNE LIGHT COMPANY
First Collateral Trust Bond, Series E
Original Issue Date: APRIL , 1998 Redeemable: Yes X No
Interest Rate: --- ---
Stated Maturity:
Issue Price (%):
Interest Payment Dates: February 1, May 1, August 1 and November 1
Regular Record Dates: January 15, April 15, July 15 and October 15
OID: Yes No X
--- ---
Total Amount of OID (%): N.A.
Yield to Maturity (%): N.A.
Initial Accrual
Period OID (%): N.A.
(Constant - Yield Method)
This Security is not a Discount Security
within the meaning of the within-mentioned Indenture.
_________________________________________
Principal Amount No.
$ CUSIP
DUQUESNE LIGHT COMPANY, a corporation duly organized and
existing under the laws of the Commonwealth of Pennsylvania
(herein called the "Company," which term includes any successor
corporation under the Indenture referred to below), for value
received, hereby promises to pay to
, or registered assigns, the principal sum of
Dollars on the Stated Maturity specified above, and to pay
interest thereon from the Original Issue Date specified above or
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, quarterly in arrears on February
1, May 1, August 1 and November 1 in each year, commencing August
1, 1998, and at Maturity, at the Interest Rate per annum, if any,
specified above, until the principal hereof is paid or duly
provided for. The interest so payable, and paid or duly provided
for, on any Interest Payment Date shall, as provided in such
Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which
shall be the January 15, April 15, July 15 or October 15 (whether
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or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Notwithstanding the foregoing, interest
payable at Maturity shall be paid to the Person to whom principal
shall be paid. Except as otherwise provided in said Indenture,
any such interest not so paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment of the principal of and premium, if any, on this
Security and interest hereon at Maturity shall be made upon
presentation hereof at the office of The First National Bank of
Chicago in New York, New York or at such other office or agency
as may be designated for such purpose by the Company from time to
time. Payment of interest, if any, on this Security (other than
interest at Maturity) shall be made by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Security Register, except that if such Person shall
be a securities depositary, such payment may be made by such
other means in lieu of check as shall be agreed upon by the
Company, the Trustee and such Person. Payment of the principal of
and premium, if any, and interest, if any, on this Security, as
aforesaid, shall be made in such coin or currency of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts.
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and issuable in one or more series under and equally
secured by an Indenture of Mortgage and Deed of Trust, dated as
of April 1, 1992 (such Indenture as originally executed and
delivered and as supplemented or amended from time to time
thereafter, together with any constituent instruments
establishing the terms of particular Securities, being herein
called the "Indenture"), between the Company and The Chase
Manhattan Bank, trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a description of the property mortgaged, pledged
and held in trust, the nature and extent of the security and the
respective rights, limitations of rights, duties and immunities
of the Company, the Trustee and the Holders of the Securities
thereunder and of the terms and conditions upon which the
Securities are, and are to be, authenticated and delivered and
secured. The acceptance of this Security shall be deemed to
constitute the consent and agreement by the Holder hereof to all
of the terms and provisions of the Indenture. This Security is
one of the series designated above.
If any Interest Payment Date, any Redemption Date or the
Stated Maturity shall not be a Business Day (as hereinafter
defined), payment of the amounts due on this Security on such
date may be made on the next succeeding Business Day; and, if
such payment is made or duly provided for on such Business Day,
no interest shall accrue on such amounts for the period from and
after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, to such Business Day.
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This Security is redeemable at the option of the Company in
whole at any time, or in part, from time to time, on and after
___________, 2003, at a redemption price equal to 100% of the
principal amount hereof so redeemed, plus accrued interest hereon
to the Redemption Date.
Notice of redemption shall be given by mail to Holders of
Securities, not less than 30 days nor more than 60 days prior to
the date fixed for redemption, all as provided in the Indenture.
As provided in the Indenture, notice of redemption at the
election of the Company as aforesaid may state that such
redemption shall be conditional upon the receipt by the Trustee
of money sufficient to pay the principal of and premium, if any,
and interest, if any, on this Security on or prior to the date
fixed for such redemption; a notice of redemption so conditioned
shall be of no force or effect if such money is not so received
and, in such event, the Company shall not be required to redeem
this Security.
In the event of redemption of this Security in part only, a
new Security or Securities of this series, of like tenor, for the
unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.
If an Event of Default shall occur and be continuing, the
principal of this Security may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the Trustee to enter into one or more supplemental
indentures for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of,
the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all
series then Outstanding under the Indenture, considered as one
class; provided, however, that if there shall be Securities of
more than one series Outstanding under the Indenture and if a
proposed supplemental indenture shall directly affect the rights
of the Holders of Securities of one or more, but less than all,
of such series, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one
class, shall be required; and provided, further, that if the
Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly
affect the rights of the Holders of Securities of one or more,
but less than all, of such Tranches, then the consent only of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one
or more supplemental indentures for limited purposes without the
consent of any Holders of Securities. The Indenture also contains
provisions permitting the Holders of a majority in principal
amount of the Securities then Outstanding, on behalf of the
Holders of all Securities, to waive compliance by the Company
with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in the Indenture and subject to certain
limitations therein set forth, this Security or any portion of
the principal amount hereof will be deemed to have been paid for
<PAGE>
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all purposes of the Indenture and to be no longer Outstanding
thereunder, and, at the election of the Company, the Company's
entire indebtedness in respect thereof will be satisfied and
discharged, if there has been irrevocably deposited with the
Trustee, in trust, money in an amount which will be sufficient
and/or Eligible Obligations, the principal of an interest on
which when due, without regard to any reinvestment thereof, will
provide moneys which, together with moneys so deposited, will be
sufficient to pay when due the principal of and interest on this
Security when due.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office of The First
National Bank of Chicago in New York, New York or such other
office or agency as may be designated by the Company from time to
time, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new
Securities of this series of authorized denominations and of like
tenor and aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only as
registered Securities, without coupons, and except as otherwise
provided in the Indenture, in denominations of $25 and integral
multiples thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series
are exchangeable for a like aggregate principal amount of
Securities of the same series and tranche, of any authorized
denominations, as requested by the Holder surrendering the same,
and of like tenor upon surrender of the Security or Securities to
be exchanged at the office of The First National Bank of Chicago
in New York, New York or such other office or agency as may be
designated by the Company from time to time.
The Company shall not be required to issue and the Security
Registrar shall not be required to register the transfer of or
exchange of (a) Securities of this series during a period of 15
days immediately preceding the date notice is given identifying
the serial numbers of the Securities of this series called for
redemption or (b) any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security
being redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the
Company or the Trustee may treat the Person in whose name this
Security is registered as the absolute owner hereof for all
purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.
The Indenture and the Securities shall be governed by and
construed in accordance with the laws of the Commonwealth of
Pennsylvania.
<PAGE>
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As used herein "Business Day" means any day, other than a
Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New York
or other city in which is located any office or agency maintained
for the payment of principal of or premium, if any, or interest
on this Security, are authorized or required by law, regulation
or executive order to remain closed. All other terms used in this
Security which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest
on any Securities, or any part thereof, or for any claim based
thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or
agreement under the Indenture, against, and no personal liability
whatsoever shall attach to, or be incurred by, any incorporator,
stockholder, officer or director, as such, past, present or
future of the Company or of any predecessor or successor
corporation (either directly or through the Company or a
predecessor or successor corporation), whether by virtue of any
constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being
expressly agreed and understood that the Indenture and all the
Securities are solely corporate obligations and that any such
personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.
Unless the certificate of authentication hereon has been
executed by the Trustee or an Authenticating Agent by manual
signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
DUQUESNE LIGHT COMPANY
By
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Treasurer
Countersigned and Attested:
By
----------------------------
Vice President
<PAGE>
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
Dated:
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THE CHASE MANHATTAN BANK, THE CHASE MANHATTAN BANK,
AS TRUSTEE AS TRUSTEE
OR BY: THE FIRST NATIONAL BANK
OF CHICAGO, AS
AUTHENTICATING AGENT
By: By:
------------------------ ----------------------
Authorized Signatory Authorized Signatory
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY")
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND
ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE & CO. OR
SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART
FOR CERTIFICATED SECURITIES REGISTERED IN THE NAMES OF THE
VARIOUS BENEFICIAL HOLDERS HEREOF AS THEN CERTIFIED TO THE
COMPANY BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY, THIS
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THIS
SECURITY MAY BE EXCHANGED FOR CERTIFICATED SECURITIES REGISTERED
IN THE NAMES OF THE VARIOUS BENEFICIAL OWNERS HEREOF ONLY IF
(A) THE DEPOSITARY IS AT ANY TIME UNWILLING OR UNABLE TO CONTINUE
AS DEPOSITARY AND A SUCCESSOR DEPOSITARY IS NOT APPOINTED BY THE
COMPANY WITHIN 90 DAYS, OR (B) THE COMPANY ELECTS TO ISSUE
CERTIFICATED SECURITIES TO BENEFICIAL OWNERS (AS CERTIFIED TO THE
COMPANY BY THE DEPOSITARY OR A SUCCESSOR DEPOSITARY) OF ALL
SECURITIES OF THE SERIES DESIGNATED ABOVE.
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FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
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[please insert social security or other identifying number of
assignee]
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[please print or typewrite name and address of assignee]
the within Security of DUQUESNE LIGHT COMPANY and does hereby
irrevocably constitute and appoint
-----------------------------,
Attorney, to transfer said Security on the books of the
within-mentioned Company, with full power of substitution in the
premises.
Dated:
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Notice: The signature to this assignment
must correspond with the name as written
upon the face of the Security in every
particular without alteration or
enlargement or any change whatsoever.
