Filed Pursuant to Rule 424(b)(5)
Registration No. 33-63602
This prospectus supplement relates to an effective registration
statement under the Securities Act of 1933, and is subject to
completion or amendment.
SUBJECT TO COMPLETION, DATED APRIL 17, 1998
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 15, 1993
$100,000,000
[LOGO] DUQUESNE LIGHT COMPANY
% Quarterly Interest Bonds Due 2038
-----
Interest payable February 1, May 1,
August 1 and November 1 Due February 1, 2038
-------------------
The % Quarterly Interest Bonds Due 2038 (the "Offered
-----
Bonds") are part of the series of debt securities of Duquesne
Light Company designated "First Collateral Trust Bonds,
Series E" and described in the accompanying Prospectus.
The Offered Bonds will mature on February 1, 2038.
The Offered Bonds will bear interest from the date of
original issuance, and interest on the Offered Bonds
will be payable quarterly in arrears on February 1,
May 1, August 1 and November 1 of each year
commencing August 1, 1998. The Offered Bonds will
not be redeemable prior to May 1, 2003. On and
after that date, the Offered Bonds may be
redeemed in whole at any time, or in part from
time to time, at the option of the Company at
a redemption price equal to 100% of the
principal amount thereof, plus accrued
interest to the redemption date. The
Offered Bonds will be issued in
denominations of $25 and any integral
multiple thereof.
The Offered Bonds will be represented by one or more Global Bonds
registered in the name of a nominee of The Depository Trust
Company, as Depositary. Beneficial interests in Global Bonds
representing Book-Entry Bonds will be shown on, and transfer
thereof will be effected only through, records maintained by
the Depositary and its participants. The Offered Bonds will
not be represented by certificates issued in definitive
form, except under the limited circumstances described
herein. See "Supplemental Description of the Offered
Bonds--Book-Entry Bonds." The Offered Bonds have been
approved for listing on the New York Stock Exchange,
subject to official notice of issuance. Trading of
the Offered Bonds on the New York Stock Exchange
is expected to commence within a 30-day period
after the initial delivery of the Offered
Bonds. See "Underwriting" herein.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Underwriting
Price to Discounts and Proceeds to
Public(1) Commissions(2) Company(1)(2)(3)
--------- -------------- ----------------
Per Offered Bond . . . . . % % %
Total . . . . . . . . . . $ $ $
(1) Plus accrued interest, if any, from date of issuance.
(2) The underwriting discount will be % of the principal
---
amount of Offered Bonds sold to certain institutions.
Therefore, to the extent any such sales are made to such
institutions, the actual total underwriting discount will be
less than, and the actual total proceeds to the Company will
be greater than, the amounts shown in the table above.
(3) Before deduction of expenses payable by the Company
estimated at $325,000.
The Offered Bonds are offered by the several Underwriters
when, as and if issued by the Company, delivered to and accepted
by the Underwriters and subject to their right to reject orders
in whole or in part. It is expected that delivery of the Offered
Bonds will be made in book-entry form through the facilities of
The Depository Trust Company on or about April , 1998, against
--
payment in immediately available funds.
CREDIT SUISSE FIRST BOSTON SALOMON SMITH BARNEY
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
Prospectus Supplement dated April , 1998.
--
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE
PRICE OF THE SECURITIES OFFERED HEREBY, INCLUDING OVER-ALLOTMENT,
STABILIZING TRANSACTIONS, SYNDICATE SHORT COVERING TRANSACTIONS
AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
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<PAGE>
SUMMARY OF OFFERING
The following summary is qualified in its entirety by
reference to the detailed information appearing elsewhere in this
Prospectus Supplement and in the accompanying Prospectus.
Capitalized terms not otherwise defined shall have the meanings
assigned in the accompanying Prospectus.
The Company . . . . . The Company was formed under the laws of
Pennsylvania by the consolidation and
merger in 1912 of three constituent
companies. As part of a corporate
reorganization, the Company became a
wholly-owned subsidiary of DQE, an
energy services holding company formed
in 1989. The Company is engaged in the
generation, transmission, distribution
and sale of electric energy, providing
electric service to customers in
Allegheny County, including the City of
Pittsburgh, Beaver County and
Westmoreland County. This territory
represents approximately 800 square
miles in southwestern Pennsylvania,
located within a 500-mile radius of one-
half of the population of the United
States and Canada. The population of
the area served by the Company's
electric utility operations, based on
1990 census data, is approximately
1,510,000, of whom 370,000 reside in the
City of Pittsburgh. In addition to
serving approximately 580,000 direct
customers, the Company's utility
operations also sell electricity to
other utilities.
Offered Bonds . . . . The Company is offering $100,000,000
aggregate principal amount of the
Offered Bonds. Interest on the Offered
Bonds will be payable quarterly in
arrears on February 1, May 1, August 1
and November 1 of each year, commencing
August 1, 1998.
Record Date . . . . . The regular record date for each
Interest Payment Date will be the
January 15, April 15, July 15 or October
15, as the case may be, next preceding
such Interest Payment Date.
Security . . . . . . The Offered Bonds will be issued as a
tranche of securities under the
Company's Mortgage. The Mortgage
constitutes a first mortgage lien on all
of the property of the Company subject
thereto, subject to certain Permitted
Liens. See "Supplemental Description of
the Offered Bonds -- Security; Discharge
of the 1947 Mortgage" herein, and
"Security" in the accompanying
Prospectus.
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<PAGE>
Redemption . . . . . The Offered Bonds may be redeemed at the
option of the Company in whole at any
time or in part from time to time, on or
after May 1, 2003, at a redemption price
of 100% of the principal amount plus
accrued interest to the redemption date.
See "Supplemental Description of the
Offered Bonds Optional Redemption"
herein.
Proposed Listing . . The New York Stock Exchange
NYSE Symbol . . . . . DQZ
CAPITALIZATION
The following table sets forth the consolidated
capitalization of the Company as of December 31, 1997, and as
adjusted to give effect to the issuance of the Offered Bonds and
certain other transactions. The table should be read in
conjunction with the consolidated financial statements of the
Company and the notes thereto appearing in the Incorporated
Documents.
Capitalization as of
December 31, 1997
----------------------------------
Actual As Adjusted (1) %
------ --------------- ------
(Thousands, except percentages)
Common Stockholders'
Equity $1,003,833 $1,003,833 40.3%
Preferred Stock 64,608 64,608 2.6%
Monthly Income Preferred
Securities 150,000 150,000 6.0%
Preference Stock, net of
deferred ESOP benefit
of $16,400 11,895 11,895 0.5%
% Quarterly Interest
--
Bonds due 2038 -- 100,000 4.0%
First Mortgage Bonds 778,000 718,000 28.9%
Pollution Control Notes 417,985 417,985 16.8%
Other Long-Term Debt 22,291 22,291 0.9%
---------- ---------- ------
Total Capitalization,
excluding amounts $2,448,612 $2,488,612 100.0%
due within one year ========== ========== ======
(1) Reflects the following adjustments: (i) the February 1998
issuance of $40 million aggregate principal amount of 6.45%
first mortgage bonds, due February 2008; (ii) the March 1998
redemption of $100 million aggregate principal amount of
8.75% first mortgage bonds due May 2022 at a redemption
price of 106.5625%; and (iii) the issuance of the Offered
Bonds.
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RECENT DEVELOPMENTS
RECOMMENDED DECISIONS ON THE PROPOSED MERGER AND THE
RESTRUCTURING PLANS
On March 25, 1998, two Pennsylvania Public Utility
Commission ("PUC") administrative law judges recommended that a
decision on the proposed merger of the Company's parent, DQE,
Inc. and Allegheny Energy, Inc. ("AYE") be deferred for up to 18
months to allow the companies to address market power concerns.
If the PUC follows this recommendation, the proposed merger,
originally anticipated to be consummated in mid-1998, may not
occur. In two other decisions issued at the same time, the
judges recommended approval, with modifications, of the
restructuring plans of the Company and of AYE's utility
subsidiary, West Penn Power. On April 14, 1998, the Company
filed exceptions to the recommendations regarding the Company's
restructuring plan. Also on April 14, DQE and AYE jointly filed
exceptions to the PUC administrative law judges' recommendation
that approval of the proposed merger be delayed by up to 18
months until market power concerns have been addressed.
In its restructuring plan filed in August 1997, the Company
proposed a market-based approach to determining the value of its
generating assets, with a final market test to be applied in
2003, when electricity markets are more fully developed. The
administrative law judge did not support this approach, citing
the delay until 2003 as inappropriate, and recommended instead
either an immediate auction of the Company's generating assets if
the proposed DQE/AYE merger is not consummated, or an
administrative determination of the value of such assets if the
proposed DQE/AYE merger is consummated. In its exceptions, the
Company is seeking clarification of the administrative law
judge's recommendation. Also in its exceptions, the Company
reaffirms its fundamental premise that market data should be used
to set the value of its generating assets.
In their joint exceptions, DQE and AYE commit to mitigate
the potential market power of the new company by joining the
Midwest Independent System Operator (MISO), a regional
electricity transmission organization, and by relinquishing
control of the output of the Company's 570-megawatt Cheswick
Power Station (Cheswick) for a minimum of two years or until the
MISO has been approved. Both actions would occur immediately
upon completion of the proposed merger. DQE and AYE further
commit to issue a request for proposals to sell the output of
Cheswick within a month of securing all required regulatory
approvals for the proposed merger. The Company will continue to
own and operate Cheswick. Both DQE and AYE are urging the PUC to
adopt the plan for a final valuation of generating assets in
2003.
The PUC is currently scheduled to consider all exceptions to
the recommended decisions at its April 30, 1998 meeting. A final
vote is currently scheduled for May 21, 1998. Further details
about exceptions and the recommended decisions are provided in
the Company's reports on Form 8-K, filed with the SEC on April 8
and April 17, 1998.
BEAVER VALLEY POWER STATION
Beaver Valley Unit 1 ("BV Unit 1") went off-line January 30,
1998, due to an issue identified in a technical review recently
completed by the Company. Beaver Valley Unit 2 ("BV Unit 2")
went off-line December 16, 1997, to repair the emergency air
supply system to the control room and has remained off-line due
to other issues identified by a similar technical review of BV
Unit 2. These technical reviews are in response to a 1997
commitment made by the Company to the Nuclear Regulatory
Commission ("NRC"). The Company is one of many utilities faced
with similar issues, some of which date back to the initial
start-up of Beaver Valley Power Station. Both units remain off-
line for a reaffirmation of compliance with the technical
specification requirements of various plant systems. The Company
is preparing for a meeting with the NRC, currently expected to
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take place in late April 1998, to review its action plans and
discuss any needed remediation. Both units will remain off-line
until the action plans have been satisfactorily completed.
Further details are provided in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31,
------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
2.49 2.64 2.71 2.58 2.42
Duquesne's share of the fixed charges of an unaffiliated coal
supplier, which amounted to approximately $2.7 million for the
twelve months ended December 31, 1997, has been excluded from the
ratio. Earnings related to income taxes reflect a $17.0 million,
$12.0 million, $13.5 million, $13.5 million and $10.4 million
decrease for the twelve months ended December 31, 1997, 1996,
1995, 1994 and 1993, respectively, due to a financial statement
reclassification related to Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. The ratio of
earnings to fixed charges, absent this reclassification equals
2.61, 2.72, 2.81, 2.67 and 2.48 for the twelve months ended
December 31, 1997, 1996, 1995, 1994 and 1993, respectively.
USE OF PROCEEDS
The Company currently intends to use the net proceeds from
the sale of Offered Bonds for general corporate purposes,
including the possible redemption of higher cost securities of
the Company.
SUPPLEMENTAL DESCRIPTION OF THE OFFERED BONDS
The following description of the particular terms of the
Offered Bonds of Duquesne Light Company (the "Company")
supplements, and to the extent inconsistent therewith supersedes,
the description of the general terms and provisions of the Bonds
set forth under "Description of the Bonds" in the accompanying
Prospectus, to which description reference is hereby made.
Certain capitalized terms used herein are defined under
"Description of the Bonds" in the accompanying Prospectus.
GENERAL
The Offered Bonds will be issued as a tranche of a series of
Mortgage Securities under the Mortgage limited in aggregate
principal amount to $300,000,000; such tranche will be limited in
aggregate principal amount to $100,000,000.
The Offered Bonds will be issued in fully registered form
only, without coupons. The Offered Bonds will be issued
initially as Book-Entry Bonds (as hereinafter defined) and,
except as set forth herein under "Book-Entry Bonds," will not be
exchangeable for, or otherwise issuable as, Certificated Bonds
(as hereinafter defined). The authorized denominations of the
Offered Bonds will be $25 and any integral multiple thereof.
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<PAGE>
DISCHARGE OF 1947 MORTGAGE
On August 30, 1995 all Class "A" Bonds issued under the
Company's 1947 Mortgage were surrendered for cancellation and the
1947 Mortgage was discharged. As of such date the only bonds
that had been outstanding under the 1947 Mortgage were Class "A"
Bonds held by the Trustee as the basis of authentication and
delivery of Mortgage Securities, and no other Class "A" Mortgage
existed. As a result of the discharge of the 1947 Mortgage, the
lien of the 1947 Mortgage on the Company's property ceased to
exist and the Mortgage became a first mortgage lien on all
property of the Company subject thereto, subject to certain
Permitted Liens as described under "Description of the Bonds --
Security" in the accompanying Prospectus. The information set
forth in the accompanying Prospectus under the headings
"Description of the Bonds -- Security" and "Description of the
1947 Mortgage" is accordingly hereby superseded as a result of
the discharge of the 1947 Mortgage. The Offered Bonds will be
issued on the basis of Property Additions as described under
"Description of the Bonds -- Issuance of Additional Mortgage
Securities" in the accompanying Prospectus.
PAYMENT AND MATURITY
The Offered Bonds will mature on February 1, 2038 (the
"Stated Maturity") and will bear interest at a rate of percent
--
per annum until the principal amount thereof is paid or made
available for payment. The Offered Bonds will bear interest from
the date of original issuance. Interest on each Offered Bond
will be payable quarterly in arrears on each February 1, May 1,
August 1 and November 1 of each year (each such date an "Interest
Payment Date"), commencing August 1, 1998, and at Maturity. Each
payment of interest in respect of an Interest Payment Date will
include interest accrued to but excluding such Interest Payment
Date. Interest on the Offered Bonds will be computed on the
basis of a 360-day year of twelve 30-day months.
Payments of interest on the Offered Bonds (other than
interest payable at Maturity) will be made by check mailed to the
Holders of such Offered Bonds as of the Regular Record Date for
each Interest Payment Date; provided, however, that (a) in the
case of Global Bonds representing Book-Entry Bonds (the holder of
which will be a nominee of the Depositary, as hereinafter
defined), such payment will be made in accordance with
arrangements then in effect among the Company, the Paying Agent
and the Depositary (see "Book-Entry Bonds"); and (b) if and to
the extent the Company defaults in the payment of the interest
due on any Offered Bond on any Interest Payment Date, such
defaulted interest will be paid as described under "Description
of the Bonds -- Payment of Bonds; Transfers; Exchanges" in the
accompanying Prospectus. The "Regular Record Date" with respect
to any Interest Payment Date will be the January 15, April 15,
July 15 or October 15 (whether or not a "Business Day" as defined
below), as the case may be, immediately preceding such Interest
Payment Date.
Except as described below under "Book-Entry Bonds" and under
"Description of the Bonds -- Payment of Bonds; Transfers;
Exchanges" in the accompanying Prospectus, principal of the
Offered Bonds and any premium and interest thereon payable at
Maturity will be paid upon surrender thereof at the office of The
First National Bank of Chicago in New York, New York.
If, with respect to any Offered Bond, any Interest Payment
Date, redemption date or Stated Maturity is not a Business Day,
payment of amounts due on such Offered Bond 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.
"Business Day" with respect to any Offered Bond 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 the city in which is located any office or agency
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<PAGE>
maintained for the payment of principal of or premium, if any, or
interest on such Offered Bond are authorized or required by law,
regulation or executive order to remain closed.
CERTAIN TRADING CHARACTERISTICS
The Company has been advised by The New York Stock Exchange
that the Offered Bonds are expected to trade at a price that
takes into account the value, if any, of accrued but unpaid
interest (except for interest accrued after a Regular Record Date
and prior to an Interest Payment Date, which interest will be
payable to the Holders as of such Regular Record Date, as
described above); thus, purchasers will not pay, and sellers will
not receive, accrued and unpaid interest with respect to the
Offered Bonds that is not included in the trading price thereof.
Any portion of the trading price of an Offered Bond received by a
seller that is attributable to accrued interest will be treated
as ordinary interest income for federal income tax purposes and
will not be treated as part of the amount realized for purposes
of determining gain or loss on the disposition of the Offered
Bond.
OPTIONAL REDEMPTION
The Company will have the right to redeem Offered Bonds, in
whole at any time or in part from time to time, on or after May
1, 2003, upon not less than 30 nor more than 60 days' notice, at
a redemption price equal to 100% of the principal amount to be so
redeemed plus any accrued and unpaid interest to the redemption
date.
Additional information concerning redemption is contained
under "Description of the Bonds -- Redemption" in the
accompanying Prospectus.
MODIFICATION OF MORTGAGE
Reference is made to "Modification of Mortgage" in the
accompanying Prospectus.
The Holders of the Offered Bonds will be deemed to have
consented to the execution and delivery of a supplemental
indenture containing one or more, or all, of the amendments to
the Mortgage described below:
(a) to change the definition of the term "Stated
Interest Rate" to provide, among other things, that any
calculation or other determination to be made under the
Mortgage by reference to the Stated Interest Rate on an
obligation which secures other indebtedness will be made by
reference to the lower of the Stated Interest Rate on such
obligation and the Stated Interest Rate on such other
indebtedness;
(b) to change the definition of the term "Cost" to,
among other things, clarify that such term includes, in
addition to the amount of cash paid, the fair market value
of property delivered and the principal amount of
indebtedness assumed, and any other amounts which, in
accordance with generally accepted accounting principles,
are properly chargeable to plant or other property accounts;
and/or
(c) to add a definition of the term "fair value",
providing, among other things, that "fair value" with
respect to any property will be determined by reference to
(a) the amount which would be likely to be obtained in an
arm's length transaction with respect to such property
between an informed and willing buyer and an informed and
willing seller, under no compulsion, respectively, to buy or
sell, (b) the amount of investment with respect to such
property which, together with a reasonable return thereon,
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would be likely to be recovered through ordinary business
operations or otherwise, (c) the cost, accumulated
depreciation and replacement cost with respect to such
property and (d) any other relevant factors.
As more fully described under "DESCRIPTION OF THE BONDS --
Release of Property" in the accompanying Prospectus, obligations
secured by purchase money mortgage on any property to be released
from the lien of the Mortgage may be deposited with the Trustee
or the trustee or other holder of a lien prior to the lien of the
Mortgage, and the release of such property may be made on the
basis of the principal amount of such obligations so deposited.
The use of obligations secured by purchase money mortgage on
property to be released as the basis of such release, as
described above, is subject to the following limitations: (x) no
obligations secured by purchase money mortgage may be so used
unless all obligations secured by such purchase money mortgage
shall be delivered to the Trustee or the trustee or other holder
of a prior lien; (y) the aggregate credit which may be used as
described above in respect of any property being released may not
exceed 75% of the fair value of such property; and (z) no such
obligations may be so used as a credit in connection with the
release of property if the aggregate credit in respect of such
obligations to be used as described above plus the aggregate
credits used by the Company in connection with all previous
releases of property on the basis of purchase money obligations
theretofore delivered to and then held by the Trustee or the
trustee or other holder of a prior lien shall, immediately after
the release then being applied for, exceed 15% of the aggregate
principal amount of Mortgage Securities then Outstanding.
The Holders of the Offered Bonds will be deemed to have
consented to the execution and delivery of a supplemental
indenture containing, in addition to the amendments to the
Mortgage described above, one or both of the amendments described
below:
(x) to modify the provisions described in the preceding
paragraph to (i) delete the provisions described in clause
(x) or to provide that such provisions may be disregarded
upon specified conditions; and/or (ii)(A) to delete the
provisions described in clause (z) or to provide that clause
(z) may be disregarded upon specified conditions; or (B) to
delete from the provisions described in clause (z) the
limitation of 15%; or (C) to change the percentage in clause
(z) to any higher percentage not exceeding 100%; and/or
(y) to add a definition of the term "purchase money
mortgage" to mean, generally, a lien on the property being
acquired or disposed of by the Company or being released
from the lien of the Mortgage which is retained by the
transferor of such property or granted to one or more
persons in connection with the transfer or release thereof,
or granted to or held by a trustee or agent for any such
persons, and which would include, among other things, liens
which (i) permit the incurrence of indebtedness secured
thereby in addition to indebtedness incurred in connection
with the transfer of specific property, (ii) permit the
subjection of other property to the lien thereof and/or
(iii) were granted prior to any particular transfer of
property, which cover other property and/or which secure
other obligations issued prior or subsequent to the
obligations delivered in connection with any particular
acquisition, disposition or release of property.
The Officer's Certificate which establishes certain terms of
the Offered Bonds provides that the possible modifications to the
Mortgage described above will be substantially of the tenor or
effect of the forms thereof set forth in such Officer's
Certificate. A form of such Officer's Certificate, as well as
the Officer's Certificate which established the series of
Mortgage Securities designated First Collateral Trust Bonds,
Series E, are on file with the Trustee and have been filed with
the SEC as an exhibit to the Registration Statement (Registration
No. 33-63602) relating to the First Collateral Trust Bonds,
Series E.
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<PAGE>
THE TRUSTEE
On November 24, 1997, The Chase Manhattan Bank succeeded
Mellon Bank, N.A. as Trustee under the Mortgage.
BOOK-ENTRY BONDS
The Offered Bonds will be represented by global bonds (each,
a "Global Bond") that will be deposited with, or on behalf of,
The Depository Trust Company, New York, New York ("DTC"), or such
other depositary as may be subsequently designated (DTC and any
other such depositary being hereinafter referred to as the
"Depositary"), and registered in the name of the Depositary, or
its nominee (such an Offered Bond, so represented, being called a
"Book-Entry Bond"). Except under the limited circumstances
described below, Book-Entry Bonds represented by Global Bonds
will not be exchangeable for certificates issued in definitive
form (any such Offered Bond, so represented, being called a
"Certificated Bond"), and will not otherwise be issuable as
Certificated Bonds.
DTC is a limited-purpose trust company organized under the
New York Banking Law, a "banking organization" within the meaning
of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act.
DTC was created to hold securities that are deposited by
institutions having accounts with it ("participants"), and to
facilitate the clearance and settlement of securities
transactions, such as transfers and pledges, among its
participants in such deposited securities through electronic
computerized book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities
certificates. DTC's participants include securities brokers and
dealers (including the Underwriters), banks, trust companies,
clearing corporations, and certain other organizations, some of
whom (and/or their representatives) own DTC. Access to DTC's
book-entry system is also available to others, such as securities
brokers and dealers, banks and trust companies that clear through
or maintain a custodial relationship with a participant, either
directly or indirectly. The rules applicable to DTC and its
participants are on file with the SEC.
Purchases of beneficial interests in a Global Bond must be
made by or through the Depositary's participants. Upon the
issuance of a Global Bond, the Depositary will credit, on its
book-entry registration and transfer system, the respective
principal amounts of the individual Book-Entry Bonds represented
by such Global Bond to the accounts of its participants. The
accounts to be credited will initially be designated by the
Underwriters or the Company. Ownership of beneficial interests
in a Global Bond will be shown on, and the transfer of that
ownership will be effected only through, records maintained by
the Depositary (with respect to participants' interests) or by
participants or persons that hold through participants (with
respect to person other than participants). The laws of some
states require that certain purchasers of securities take
physical delivery of such securities. Such limits and such laws
may impair the ability to transfer beneficial interests in a
Global Bond.
Payments of principal of and premium, if any, and interest
on individual Book-Entry Bonds represented by a Global Bond will
be made to the Depositary or its nominee, as the case may be, as
the Holder of such Global Bond. The Depositary or its nominee,
upon receipt of any payment of principal, premium or interest in
respect of a definitive Global Bond, will credit the accounts of
the related participants with payments in amounts proportionate
to their respective beneficial interests in the principal amount
of such Global Bond as shown on the records of the Depositary.
Payments by participants to owners of beneficial interests in
such Global Bond held through such participants will be governed
by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer
form or registered in "street name", and will be the
responsibility of such participants and not of the Depositary,
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the Company or any Paying Agent, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Payments to the Depositary are the responsibility of the Company
or any Paying Agent, disbursement of such payments to the
Depositary's participants shall be the responsibility of the
Depositary, and disbursement of such payments to the owners of
beneficial interests in Global Bonds shall be the responsibility
of the Depositary's participants and persons who hold through
such participants.
So long as the Depositary, or its nominee, is the registered
owner of a Global Bond, such Depositary or such nominee, as the
case may be, will be considered the sole holder of the individual
Book-Entry Bonds represented by such Global Bond for all purposes
under the Mortgage. Except as set forth below, owners of
beneficial interests in a Global Bond will not be entitled to
have any of the individual Book-Entry Bonds represented by such
Global Bond registered in their names, will not receive or be
entitled to receive physical delivery of any such Book-Entry
Bonds and will not be considered the Holders thereof under the
Mortgage, including, without limitation, for purposes of
consenting to any amendment thereof or supplement thereto as
described in the accompanying Prospectus. Neither DTC nor any
nominee will consent or vote with respect to the Book-Entry
Bonds. Under its usual procedures, DTC will mail an omnibus
proxy to the Company as soon as possible after the appropriate
record date. Such omnibus proxy assigns the rights of DTC or its
nominee to vote or consent to those participants to whose
accounts the Book-Entry Bonds are credited on such record date,
identified in a listing attached to such omnibus proxy.
If the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed, the Company will issue individual Certificated Bonds
in exchange for the Global Bond or Bonds representing the
corresponding Book-Entry Bonds. In addition, the Company may at
any time and in its sole discretion determine not to have any
Bonds represented by one or more Global Bonds, and in such event,
will issue individual Certificated Bonds in exchange for the
Global Bond or Bonds representing the corresponding Book-Entry
Bonds. In any such instance, an owner of a Book-Entry Bond
represented by a Global Bond or Bonds will be entitled to
physical delivery of individual Certificated Bonds equal in
principal amount to such Book-Entry Bond and to have such
Certificated Bonds registered in its name. Individual
Certificated Bonds so issued will be issued as registered Offered
Bonds in denominations of $25 and integral multiples thereof.
The information in this section concerning the DTC and DTC's
book-entry system is based upon information furnished by DTC, and
the Company takes no responsibility for the accuracy thereof.
None of the Company, the Trustee or any agent for payment on
or registration of transfer or exchange of such Offered Bonds
will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial
interests in such Global Bonds or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
LEGAL OPINIONS
Legal matters in connection with the Offered Bonds will be
passed upon for the Company by David R. High, Esq., employed by
the Company as its Assistant General Counsel, and by Reid &
Priest LLP, special counsel for the Company, and for the
Underwriters by Milbank, Tweed, Hadley & McCloy. All legal
matters pertaining to title and the lien of the Mortgage will be
passed upon only by Mr. High.
S-11
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in
the Selling Agency Agreement, dated June 15, 1993, as
supplemented by the Terms Agreement, dated the date hereof (the
"Underwriting Agreement"), the Underwriters named below (the
"Underwriters"), for whom Credit Suisse First Boston Corporation,
Smith Barney, Inc., Goldman, Sachs & Co. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated are acting as representatives
(the "Representatives"), have severally but not jointly agreed to
purchase from the Company the following respective principal
amounts of Offered Bonds:
Principal Amount
Underwriter Offered Bonds
----------- ----------------
Credit Suisse First Boston Corporation . . $
Smith Barney, Inc. . . . . . . . . . . . .
Goldman, Sachs & Co. . . . . . . . . . . .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . .
------------
Total . . . . . . . . . . . . . . . . $100,000,000
=============
The Underwriting Agreement provides that the obligations of
the Underwriters are subject to certain conditions precedent, and
the Underwriters will be obligated to purchase all of the Offered
Bonds if any are purchased.
The Company and the Underwriters have agreed that the
underwriting discount will be % per offered Bond, except that
---
the underwriting discount will be % per Offered Bond for bonds
---
sold to certain institutions. The Company has been advised by
the Representatives that the Underwriters propose to offer the
Offered Bonds to the public initially at the public offering
price set forth on the cover page of this Prospectus Supplement,
and to certain dealers at such price less a concession of . % of
--
the principal amount of such Offered Bonds, and the Underwriters
and such dealers may allow a discount of . % of the principal
--
amount of such Offered Bonds on sales to certain other dealers.
After the initial public offering, the offering price and
concession and discount to dealers may be changed by the
Representatives.
The Company has agreed, during the period of 15 days from
the date of the Underwriting Agreement, not to issue or announce
the proposed issuance of any of its secured debt securities with
maturities or other terms substantially similar to the Offered
Bonds (other than borrowings under revolving credit agreements
and lines of credit and issuances of commercial paper), without
the prior written consent of the Representatives.
The Offered Bonds are a new issue of securities with no
established trading market. The Offered Bonds have been approved
for listing on the New York Stock Exchange ("NYSE"), subject to
official notice of issuance. Trading of the Offered Bonds on the
NYSE is expected to commence within a 30-day period after the
initial delivery of the Offered Bonds. In order to meet one of
the requirements for listing the Offered Bonds on the NYSE, the
Underwriters have undertaken to sell the Offered Bonds to a
minimum of 400 beneficial holders. The Company has been advised
by the Underwriters that they intend to make a market in the
Offered Bonds, but the Underwriters are not obligated to do so
and may discontinue any market-making at any time without notice.
No assurance can be given as to the liquidity of the trading
market for the Offered Bonds.
S-12
<PAGE>
The Company has agreed to indemnify the Underwriters against
certain liabilities, including civil liabilities under the
Securities Act, or contribute to payments which the Underwriters
may be required to make in respect thereof.
The Representatives, on behalf of the Underwriters, may
engage in over-allotment, stabilizing transactions, syndicate
covering transactions and penalty bids. Over-allotment involves
syndicate sales in excess of the offering size, which creates a
syndicate short position. Stabilizing transactions permit bids
to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the Offered Bonds in the open
market after the distribution has been completed in order to
cover syndicate short positions. Penalty bids permit the
Representatives to reclaim a selling concession from a syndicate
member when the Offered Bonds originally sold by such syndicate
member are purchased in a syndicate covering transaction to cover
syndicate short positions. Such stabilizing transactions,
syndicate covering transactions and penalty bids may cause the
price of the Offered Bonds to be higher than it would otherwise
be in the absence of such transactions. These transactions may
be effected on the NYSE or otherwise and, if commenced, may be
discontinued at any time.
Credit Suisse First Boston Corporation, Salomon Smith Barney
Inc., Goldman Sachs & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and certain affiliates thereof engage in
transactions with and perform services for the Company and its
affiliates in the ordinary course of business.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Offered Bonds in Canada is being
made only on a private placement basis exempt from the
requirement that the Company prepare and file a prospectus with
the securities regulatory authorities in each province where
trades of Offered Bonds are effected. Accordingly, any resale of
the Offered Bonds in Canada must be made in accordance with
applicable securities laws, which will vary depending on the
relevant jurisdiction, and which may require resales to be made
in accordance with available statutory exemptions or pursuant to
a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek
legal advice prior to any resale of the Offered Bonds.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Offered Bonds in Canada who receives a
purchase confirmation will be deemed to represent to the Company
and the dealer from whom such purchase confirmation is received
that (i) such purchaser is entitled under applicable provincial
securities laws to purchase such Offered Bonds without the
benefit of a prospectus qualified under such securities laws,
(ii) where required by law, that such purchaser is purchasing as
principal and not as agent, and (iii) such purchaser has reviewed
that text above under "Resale Restrictions."
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer
and Ontario purchasers will not receive the contractual right of
action prescribed by section 32 of the Regulation under the
Securities Act (Ontario). As a result, Ontario purchasers must
rely on other remedies that may be available, including common
law rights of action for damages or rescission or rights of
action under the civil liability provisions of the U.S. federal
securities laws.
S-13
<PAGE>
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the
experts named herein may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect
service of process within Canada upon the issuer or such persons.
All or a substantial portion of the assets of the issuer and such
persons may be located outside of Canada and, as a result, it may
not be possible to satisfy a judgment against the issuer or such
persons in Canada or to enforce a judgment obtained in Canadian
courts against such issuer or persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Offered Bonds to whom the Securities Act
(British Columbia) applies is advised that such purchaser is
required to file with the British Columbia Securities Commission
a report within ten days of the sale of any Offered Bonds
acquired by such purchaser pursuant to this offering. Such
report must be in the form attached to British Columbia
Securities Commission Blanket Order BOR #95/17. Only one such
report must be filed in respect of Offered Bonds acquired on the
same date and under the same prospectus exemption.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of Offered Bonds should consult their
own legal and tax advisors with respect to the tax consequence of
an investment in the Offered Bonds in their particular
circumstances and with respect to the eligibility of the Offered
Bonds for investment by the purchaser under relevant Canadian
legislation.
S-14
<PAGE>
----------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED
IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH
DATE.
-------------------
TABLE OF CONTENTS
Page
----
PROSPECTUS SUPPLEMENT
Summary of Offering . . . . . . . . . . . . . . . . . . . . S-3
Capitalization . . . . . . . . . . . . . . . . . . . . . . S-4
Recent Developments . . . . . . . . . . . . . . . . . . . . S-5
Ratio of Earnings to Fixed Charges . . . . . . . . . . . . S-6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . S-6
Supplemental Description of the
Offered Bonds . . . . . . . . . . . . . . . . . . . . . . S-6
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . S-11
Underwriting . . . . . . . . . . . . . . . . . . . . . . . S-12
Notice to Canadian Residents . . . . . . . . . . . . . . . S-13
PROSPECTUS
Available Information . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 3
Description of the Bonds . . . . . . . . . . . . . . . . . . 4
Description of the 1947 Mortgage . . . . . . . . . . . . . . 17
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . 24
Pennsylvania Taxes . . . . . . . . . . . . . . . . . . . . . 24
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$100,000,000
[LOGO]
DUQUESNE LIGHT
COMPANY
% Quarterly Interest Bonds
-----
Due 2038
PROSPECTUS SUPPLEMENT
CREDIT SUISSE FIRST BOSTON
SALOMON SMITH BARNEY
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
----------------------------------------------------------------
