UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Exide Electronics Group, Inc.
-------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
-------------------------------------------------------
(Title of Class of Securities)
302052
-------------------------------------------------------
(CUSIP NUMBER)
Diane S. Eismont
Secretary
DQE, Inc.
301 Grant Street
Pittsburgh, PA 15279
(412) 393-6080
-------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Victor A. Roque, Esq.
Vice President and General Counsel
DQE, Inc.
301 Grant Street
Pittsburgh, PA 15279
September 29, 1995
-------------------------------------------------------
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4) check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ].
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the "Act"),
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
<PAGE>
SCHEDULE 13D
CUSIP No. 302052 Page 2 of 19 Pages
------ --- ----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DQE, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF/WC (See Item 3)
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 933,750 shares (See Item 5)
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
933,750 shares (See Item 5)
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,750 shares (See Item 5)
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.01%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 302052 Page 3 of 19 Pages
------ --- ----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DUQUESNE ENTERPRISES, INC.
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF/WC (See Item 3)
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 933,750 shares (See Item 5)
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
933,750 shares (See Item 5)
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
933,750 shares (See Item 5)
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.01%
------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 302052 Page 4 of 19 Pages
------ --- ----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS A. HURKMANS
------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,526 shares (See Item 5)
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,526 shares (See Item 5)
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,526 shares (See Item 5)
------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03%
------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 19
Pursuant to Rule 13d-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, this
Amendment No. 4 amends and restates the Schedule 13D filed with
the Commission on February 21, 1995 (the "Statement"), as amended
by Amendment No. 1 to the Statement filed with the Commission on
April 14, 1995 and Amendment No. 2 to the Statement filed with
the Commission on April 27, 1995 ("Amendment No. 2") and
Amendment No. 3 to the Statement filed with the Commission on
June 9, 1995 ("Amendment No. 3") with respect to the common
stock, par value $.01 per share (the "Common Stock"), of Exide
Electronics Group, Inc., a Delaware corporation (the "Issuer").
Terms used and not otherwise defined herein shall have the
respective meanings set forth in the Statement.
Item 1. Security and Issuer
-------------------
The title of the class of equity securities to which this
statement relates is common stock, par value $.01 per share (the
"Common Stock"), of Exide Electronics Group, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 8521 Six Forks Road, Raleigh, North
Carolina 27615.
Item 2. Identity and Background
-----------------------
This statement is filed jointly by DQE, Inc., a Pennsylvania
corporation ("DQE"), by Duquesne Enterprises, Inc., a
Pennsylvania corporation which is a wholly-owned subsidiary of
DQE ("Duquesne Enterprises") and by Thomas A. Hurkmans, Vice
President of Duquesne Enterprises ("Hurkmans") (DQE, Duquesne
Enterprises and Hurkmans shall hereinafter be referred to
collectively as the "Reporting Persons").
DQE is a public utility holding company exempt from
registration under the Public Utility Holding Company Act of
1935, as amended (the "1935 Act"), pursuant to Section 3(a)(1) of
the 1935 Act. DQE's principal place of business and principal
executive offices are located at Cherrington Corporate Center,
Suite 100, 500 Cherrington Parkway, Coraopolis, Pennsylvania
15108-3184. Duquesne Enterprises, a wholly-owned subsidiary of
DQE, makes investments in non-regulated businesses. Duquesne
Enterprises' principal place of business and principal executive
offices are located at 330 Grant Street, Pittsburgh, Pennsylvania
15219. Hurkmans is Vice President of Duquesne Enterprises and a
resident of Pennsylvania. His business address is 330 Grant
Street, Pittsburgh, Pennsylvania 15219. Hurkmans is a United
States citizen.
The name, business address, citizenship, present principal
occupation or employment, and the names and addresses of any
corporation or other organization in which such employment is
conducted of (i) each of the executive officers and directors of
Duquesne Enterprises and (ii) each of the executive officers and
directors of DQE are set forth in Appendix A attached hereto and
incorporated herein by reference.
<PAGE>
Page 6 of 19
During the last five years, DQE, Duquesne Enterprises and
Hurkmans have not been, and to their knowledge no person
identified in Appendix A has been, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction nor as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds
--------------------------
Other than through its wholly-owned subsidiary, Duquesne
Enterprises, DQE does not beneficially own any shares of the
Common Stock.
Duquesne Enterprises is the beneficial owner of 933,750
shares of the Common Stock. Of the 933,750 shares beneficially
owned by Duquesne Enterprises, 526,250 shares were issued to
Duquesne Enterprises upon conversion, pursuant to the
Reorganization Agreement described in Item 4, of 25,000 shares of
Series B Cumulative Convertible Preferred Stock (the "IPM Series
B Preferred Shares") of International Power Machines Corporation,
a Delaware corporation ("IPM"), held by Duquesne Enterprises.
Duquesne Enterprises acquired the IPM Series B Preferred Shares
at an aggregate purchase price of $2,500,000. The source of all
the funds used by Duquesne Enterprises to acquire the IPM Series
B Preferred Shares was a contribution to capital to Duquesne
Enterprises by DQE. The funds contributed by DQE to Duquesne
Enterprises were obtained from the working capital of DQE and
were not the result of a loan or other borrowing arrangement.
Duquesne Enterprises acquired an additional 70,000 shares of
Common Stock through a contribution to capital from DQE, which
had acquired them as a dividend on April 4, 1995 from DQE's
wholly-owned subsidiary, Montauk, Inc. Montauk, Inc. acquired
the 70,000 shares of Common Stock in an open market transaction
on March 7, 1995, at a purchase price of $16.50 per share for an
aggregate purchase price of $1,157,800 including brokerage
commissions. The funds used by Montauk, Inc. to acquire the
Common Stock were obtained from the working capital of Montauk.
The following table shows Duquesne Enterprises' acquisition,
in open-market transactions, of the remainder of the 933,750
shares of the Common Stock.
<PAGE>
Page 7 of 19
Aggregate
Shares Purchase
Date Acquired Price/Share Price
---- -------- ----------- ---------
April 10, 1995 15,000 $16.375 $ 245,625
April 18, 1995 64,000 16.500 1,056,600
April 19, 1995 21,000 16.375 343,875
April 26, 1995 10,000 16.250 162,500
May 3, 1995 27,500 14.875 409,063
May 3, 1995 7,500 14.750 110,625
May 5, 1995 7,500 15.875 119,063
May 9, 1995 25,000 16.125 403,125
June 1, 1995 10,000 17.875 178,750
June 2, 1995 10,000 18.250 182,500
June 6, 1995 15,000 21.000 315,000
June 7, 1995 45,000 21.000 945,000
June 7, 1995 15,000 20.875 313,125
June 8, 1995 35,000 20.875 730,625
June 8, 1995 15,000 20.750 311,250
June 8, 1995 15,000 20.500 307,500
The source of funds used for Duquesne Enterprises' purchases
of the shares of Common Stock was the working capital of Duquesne
Enterprises, which consisted partly of contributions to capital
from DQE and funds from a revolving credit facility with an
affiliate.
Hurkmans beneficially owns 2,526 shares of the Common Stock.
These shares were issued to Hurkmans upon conversion, pursuant to
the Reorganization Agreement described in Item 4, of 12,000
shares of Common Stock of IPM (the "IPM Common Shares").
Hurkmans acquired the IPM Common Shares at an aggregate purchase
price of $41,868.75. The funds used by Hurkmans to acquire the
IPM Common Shares were his own personal funds.
<PAGE>
Page 8 of 19
Item 4. Purpose of the Transaction
--------------------------
526,250 shares of Common Stock were issued to Duquesne
Enterprises and 2,526 shares of Common Stock were issued to
Hurkmans pursuant to the terms of an Agreement and Plan of
Reorganization dated as of August 25, 1994, as amended by the
First Amendment to Agreement and Plan of Reorganization dated as
of December 14, 1994 and the Second Amendment to Agreement and
Plan of Reorganization dated as of January 5, 1995 (as so
amended, the "Reorganization Agreement"), among the Issuer,
Exide Electronics Acquisition, Inc., a wholly-owned Delaware
subsidiary of the Issuer ("Acquisition") and IPM, a description
of which is as follows:
On February 8, 1995, the 25,000 IPM Series B Preferred
Shares held by Duquesne Enterprises and 12,000 IPM Common Shares
held by Thomas A. Hurkmans were converted into 526,250 shares and
2,526 shares, respectively, of Common Stock pursuant to the terms
of the Reorganization Agreement and the related Certificate of
Merger (the "Certificate of Merger") attached as Exhibit A
thereto. The terms of the Reorganization Agreement included,
among others, the following: (i) Acquisition would be merged
with and into IPM, which would become a wholly-owned subsidiary
of the Issuer (the "Merger"); (ii) each IPM Common Share
outstanding immediately prior to the Merger would be converted
into the number of shares of the Common Stock determined by the
exchange ratios set forth in the Reorganization Agreement; and
(iii) each outstanding share of IPM Series B Preferred Stock,
$1.00 par value, would be converted into that number of shares of
Common Stock that would be issuable upon conversion of such
number of shares of IPM Common Stock into which one share of IPM
Series B Preferred Stock was convertible immediately prior to the
consummation of the Merger determined by the exchange ratios set
forth in the Reorganization Agreement, and each share of IPM
Common Stock outstanding immediately prior to the Merger would be
converted into the number of shares of Common Stock determined by
the exchange ratios set forth in the Reorganization Agreement.
The Certificate of Merger was filed on February 8, 1995, at
which time the IPM Series B Preferred Shares were converted into
526,250 shares of Common Stock. As a result of the Merger and
immediately thereafter, Duquesne Enterprises beneficially owned
526,250 shares of Common Stock, and Hurkmans beneficially owned
2,526 shares of Common Stock. At that time, neither Duquesne
Enterprises nor Hurkmans beneficially owned any other equity
securities of the Issuer. Subsequent acquisitions and current
holdings are described in Items 3 and 5.
The foregoing summary of certain provisions of the
Reorganization Agreement is not intended to be complete and is
qualified in its entirety by reference to the detailed provisions
of the Reorganization Agreement, which is filed as Exhibit A
hereto and is incorporated herein by reference.
<PAGE>
Page 9 of 19
Each of DQE, Duquesne Enterprises and Hurkmans acquired the
Common Stock of the Issuer as a long-term investment in the
Issuer's capital stock. None of DQE, Duquesne Enterprises or
Hurkmans presently intends to acquire control over the Issuer.
To the knowledge of each of the Reporting Persons, none of the
executive officers and directors of DQE or the executive officers
and directors of Duquesne Enterprises presently intends to
acquire control over the Issuer. The Reporting Persons presently
intend to purchase additional securities of the Issuer should the
market price remain attractive. Such purchases may be made in
open market transactions or privately negotiated transactions and
may be consummated with or without the services of a broker.
Based upon the amount of any additional purchases of Common
Stock, the Reporting Persons may seek representation on the board
of directors of the Issuer commensurate with such ownership.
Similarly, subject to applicable law, and depending upon market
and other factors, the Reporting Persons may from time to time
determine to dispose of some or all of the shares of Common
Stock. Furthermore, the Reporting Persons may increase or
decrease their respective investments in the Issuer, depending on
the price and availability of the Issuer's securities, the amount
of working capital available to the Reporting Persons for such
purposes, general economic and stock market conditions, tax
considerations, subsequent developments affecting the Issuer, the
Reporting Persons' evaluation of the Issuer's business and future
prospects, the Issuer's acceptance of the Reporting Persons as
investors in the Issuer, the status of the Reporting Persons
under the Rights Agreement between the Issuer and First Union
National Bank of North America, as Rights Agent, dated as of
November 25, 1992 (the "Stockholder Rights Plan"), and other
considerations, including the obtaining of any necessary
regulatory approvals.
On September 29, 1995, Duquesne Enterprises delivered to the
Issuer a letter expressing its desire to increase its ownership
of Common Stock to the 20% to 25% level, either through the
purchase from the Issuer of newly issued shares of Common Stock
or, if the Issuer prefers, through the purchase of shares in the
open market. In such letter, Duquesne Enterprises stated that it
continues to view its ownership of Common Shares as a long-term
investment, and that it has no interest at this time in acquiring
control of the Issuer. The letter further stated that an
investment in shares of Common Stock at the 20% level would
enable Duquesne Enterprises to reflect its investment using the
equity method of accounting. Duquesne Enterprises also requested
in such letter that the Issuer's Board of Directors take action
to approve the increased investment for purposes of Section 203
of the General Corporation Law of the State of Delaware and the
Stockholder Rights Plan. Duquesne Enterprises also stated in
such letter that it was prepared to negotiate and enter into a
mutually acceptable "standstill agreement" with the Issuer
relating to its increased investment. At the time of delivery of
the letter described above, Duquesne Enterprises indicated that
if it were to make such an increased investment in the Issuer, it
would envision representation on the Issuer's Board of Directors
consisting of at least one member.
Other than as described in this Item 4, none of the
Reporting Persons or the persons listed in Appendix A has any
present plans or proposals which relate to or would result in:
(a)
<PAGE>
Page 10 of 19
the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of
assets of the Issuer or of any of its subsidiaries; (d) any
change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or
dividend policy of the Issuer; (f) any other material change in
the Issuer's business or corporate structure; (g) changes in the
Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person; (h) a class of securities of the Issuer
being delisted from a national securities exchange or ceasing to
be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or (j) any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) DQE owns no shares of Common Stock other than through
its wholly-owned subsidiary Duquesne Enterprises. Through such
subsidiary, DQE beneficially owns 933,750 shares of Common Stock
representing approximately 12.01% of the outstanding shares of
Common Stock. Duquesne Enterprises beneficially owns 933,750
shares of Common Stock representing approximately 12.01% of the
outstanding shares of Common Stock. For detailed information on
Duquesne Enterprises' acquisition of these shares, see Item 3
above. Duquesne Enterprises shares the power to vote or direct
the vote and the power to dispose or direct the disposition of
such shares with DQE as a result of DQE's status as the sole
shareholder of Duquesne Enterprises. Other than as described
herein, to the knowledge of the Reporting Persons, the executive
officers and directors of each of DQE and Duquesne Enterprises,
other than in their respective capacities as officers and/or
directors of DQE and Duquesne Enterprises, have no interest in,
power to vote or direct the vote of, or power to dispose or
direct the disposition of any of such shares. Hurkmans
beneficially owns 2,526 shares of Common Stock representing
approximately .03% of the outstanding shares of Common Stock.
Hurkmans has the sole power to vote or direct the vote of such
shares and to dispose or direct the disposition of such shares.
Hurkmans does not share the power to vote or to direct the vote
or to dispose or direct the disposition of any of such shares.
The number of shares of Common Stock beneficially owned by
the Reporting Persons and the percentage of the outstanding
shares of Common Stock represented thereby have been computed in
accordance with Rule 13d-3 under the Exchange Act. The
percentages of ownership of DQE, Duquesne Enterprises and
Hurkmans, respectively, are based on 7,776,692
<PAGE>
Page 11 of 19
outstanding shares of the Issuer's Common Stock as stated in the
Issuer's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.
(b) Given that DQE is the sole shareholder of Duquesne
Enterprises, DQE and Duquesne Enterprises share with each other
the power to vote and dispose of the Common Stock beneficially
owned by each of them. Hurkmans has the sole power to vote and
dispose of the shares of Common Stock beneficially owned by him.
(c) Other than the transactions described in Item 3 above,
DQE, Duquesne Enterprises and Hurkmans have not entered into any
transactions regarding the securities of the Issuer during the
last sixty days.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
------------------------------------------
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
Duquesne Enterprises and the Issuer entered into a
Stockholder Agreement, dated as of August 25, 1994 (the
"Stockholder Agreement"), under which Duquesne Enterprises
appointed the Issuer its lawful attorney with full power to vote
all shares of IPM Series B Preferred Stock and IPM Common Stock
(if any) owned by it in favor of approval of the Merger.
Pursuant to the Stockholder Agreement, Duquesne Enterprises also
agreed that it would not take any actions to perfect any
dissenters' or appraisal rights it may have under Delaware law.
Also pursuant to the Stockholder Agreement, Duquesne Enterprises
agreed not to sell, transfer or otherwise dispose of any shares
of IPM Series B Preferred Stock or IPM Common Stock, or to
deposit or subject any such shares into or to any kind of escrow
or trust or voting agreement that would be inconsistent with the
provisions of the Stockholder Agreement.
The foregoing summary of certain provisions of the
Stockholder Agreement is not intended to be complete and is
qualified in its entirety by reference to the detailed provisions
of the Stockholder Agreement, which is filed as Exhibit B hereto
and is incorporated herein by reference. The operative
provisions of the Stockholder Agreement are no longer in effect.
Duquesne Enterprises and the Issuer entered into an
Affiliate Agreement, dated as of August 25, 1994 (the "Affiliate
Agreement"), pursuant to which Duquesne Enterprises, which may be
deemed to be but did not admit to being an affiliate of the
Issuer (in its capacity as a stockholder of IPM) within the
meaning of Rule 145 under the Securities Act of 1933, as amended
(the "Securities Act"), agreed not to dispose of any shares of
Common Stock or otherwise reduce its risk relative to the Common
Stock until such time, after the Merger was
<PAGE>
Page 12 of 19
consummated, as financial results covering at least 30 days of
the combined operations of the issuer and IPM were made publicly
available. Furthermore, pursuant to the Affiliate Agreement,
Duquesne Enterprises agreed not to sell or otherwise dispose of
shares of Common Stock held by it except in compliance with the
applicable provisions of the Securities Act and the rules and
regulations thereunder, including Rule 145.
The foregoing summary of certain provisions of the Affiliate
Agreement is not intended to be complete and is qualified in its
entirety by reference to the detailed provisions of the Affiliate
Agreement, which is filed as Exhibit D hereto and is incorporated
herein by reference.
Duquesne Enterprises and the Issuer executed a Registration
Rights Agreement, dated as of January 5, 1995 (the "Registration
Rights Agreement"), pursuant to which the Issuer is obligated to
maintain a "shelf" registration statement under which Duquesne
Enterprises and certain other parties may sell shares of common
stock acquired in the merger. The Registration Rights Agreement
provides for indemnification of Duquesne Enterprises by the
Issuer against certain liabilities and for payment of certain
expenses in connection with the registration.
The foregoing summary of certain provisions of the
Registration Rights Agreement is not intended to be complete and
is qualified in its entirety by reference to the detailed
provisions of the Registration Rights Agreement, which is filed
as Exhibit C hereto and is incorporated herein by reference.
Except as described elsewhere in this Schedule 13D and as
set forth in the Reorganization Agreement, Registration Rights
Agreement, Stockholder Agreement and Affiliate Agreement there
exist no contracts, arrangements, understandings or relationships
(legal or otherwise) between DQE or Duquesne Enterprises and any
person with respect to any securities of the Issuer, including,
but not limited to, transfer or voting of the Common Stock,
finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies. Except as described
elsewhere herein, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) between
Hurkmans and any person with respect to any of the securities of
the Issuer, including, but not limited to, transfer or voting of
the Common Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. To the
knowledge of DQE, Duquesne Enterprises and Hurkmans, except as
described elsewhere herein, there exist no contracts,
arrangements, understandings or relationships (legal or
otherwise) between DQE, the executive officers and directors of
DQE, or the executive officers and directors of Duquesne
Enterprises, on the one hand, and any person, on the other hand,
with respect to any of the securities of the Issuer, including,
but not limited to, transfer or voting of the Shares, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
<PAGE>
Page 13 of 19
Item 7. Material to be Filed as Exhibits
--------------------------------
Appendix A - Information regarding
executive officers and
directors of DQE and Duquesne
Enterprises, Inc.
Exhibit A - Agreement and Plan of
Reorganization dated as of
August 25, 1994, as amended by
the First Amendment to
Agreement and Plan of
Reorganization dated as of
December 14, 1994 and the
Second Amendment to Agreement
and Plan of Reorganization
dated as of January 5, 1995,
among Exide Electronics Group,
Inc., Exide Electronics
Acquisition, Inc. and
International Power Machines
Corporation and the related
Certificate of Merger attached
as Exhibit A thereto.
(Incorporated by reference to
Exhibit No. 2.1 to the
Registration Statement of
Exide Electronics Group, Inc.
on Form S-4, Registration No.
33-88324, filed with the
Commission on January 6, 1995
("Form S-4").)
Exhibit B - Stockholder Agreement dated as
of August 25, 1994 by and
between Duquesne Enterprises,
Inc. and Exide Electronics
Group, Inc. (Incorporated by
reference to Exhibit 2.4 of
Form S-4).
Exhibit C - Registration Rights Agreement
dated as of January 5, 1995
between Duquesne Enterprises,
Inc. and Exide Electronics
Group, Inc. (Incorporated by
reference to Exhibit C to the
Schedule 13D relating to the
securities of Exide
Electronics Group, Inc. filed
by Duquesne Enterprises and
Hurkmans on February 21,
1995.)
Exhibit D - Affiliate Agreement dated as
of August 25, 1994 between
Exide Electronics Group,
<PAGE>
Page 14 of 19
Inc., and Duquesne
Enterprises, Inc.
(Incorporated by reference to
Exhibit D to the Schedule 13D
relating to the securities of
Exide Electronics Group, Inc.
filed by Duquesne Enterprises
and Hurkmans on February 21,
1995.)
Exhibit E - Joint Filing Agreement
pursuant to Rule 13d-1(f).
(Incorporated by reference to
Exhibit E to the Schedule 13D
relating to the securities of
Exide Electronics Group, Inc.
filed by Duquesne Enterprises
and Hurkmans on February 21,
1995.)
<PAGE>
Page 15 of 19
Signatures
----------
After reasonable inquiry and to the best of the knowledge
and belief of each of the undersigned Reporting Persons, each of
the undersigned Reporting Persons certifies that the information
set forth in this statement with respect to it, or him, as the
case may be, is true, complete and correct.
Dated: October 3, 1995
------- -
DQE, INC.
By: /s/ Gary L. Schwass
---------------------------
Name: Gary L. Schwass
Title: Executive Vice President
DUQUESNE ENTERPRISES, INC.
By: /s/ James D. Mitchell
---------------------------
Name: James D. Mitchell
Title: President
THOMAS A. HURKMANS
/s/ Thomas A. Hurkmans
-------------------------------
<PAGE>
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Exhibit Index
-------------
Sequential
Item Description Page No.
---- ----------- ----------
Appendix A - Information regarding executive officers and
directors of DQE and Duquesne Enterprises, Inc.
Exhibit A - Agreement and Plan of Reorganization dated as of
August 25, 1994, as amended by the First Amendment
to Agreement and Plan of Reorganization dated as
of December 14, 1994 and the Second Amendment to
Agreement and Plan of Reorganization dated as of
January 5, 1995, among Exide Electronics Group,
Inc., Exide Electronics Acquisition, Inc. and
International Power Machines Corporation and the
related Certificate of Merger attached as Exhibit
A thereto. (Incorporated by reference to Exhibit
No. 2.1 to the Registration Statement of Exide
Electronics Group, Inc. on Form S-4. Registration
No. 33-88324, filed with the Commission on January
6, 1995 ("Form S-4").)
Exhibit B - Stockholder Agreement dated as of August 25, 1994
by and between Duquesne Enterprises, Inc. and
Exide Electronics Group, Inc. (Incorporated by
reference to Exhibit 2.4 of Form S-4.)
Exhibit C - Registration Rights Agreement dated as of January
5, 1995 between Duquesne Enterprises, Inc. and
Exide Electronics Group, Inc. (Incorporated by
reference to Exhibit C to the Schedule 13D
relating to the securities of Exide Electronics
Group, Inc. filed by Duquesne Enterprises and
Hurkmans on February 21, 1995.)
Exhibit D - Affiliate Agreement dated as of August 25, 1994
between Exide Electronics Group, Inc., and
Duquesne Enterprises, Inc. (Incorporated by
reference to Exhibit D to the Schedule 13D
relating to the securities of Exide Electronics
Group, Inc. filed by Duquesne Enterprises and
Hurkmans on February 21, 1995.)
<PAGE>
Page 17 of 19
Exhibit E - Joint Filing Agreement pursuant to Rule 13d-1(f).
(Incorporated by reference to Exhibit E to the
Schedule 13D relating to the securities of Exide
Electronics Group, Inc. filed by Duquesne
Enterprises and Hurkmans on February 21, 1995.)
Appendix A
----------
Set forth below are the name and position of each of the
directors and executive officers of DQE and Duquesne Enterprises.
Except as otherwise indicated, the principal occupation of each
person listed below is his or her executive position with DQE
and/or Duquesne Enterprises, as the case may be; the business
address of each such person is 301 Grant Street, Pittsburgh,
Pennsylvania 15279 except for Thomas A. Hurkmans and Anthony J.
Villiotti, each of whose business address is 330 Grant Street,
Pittsburgh, Pennsylvania 15219; and each person is a citizen of
the United States.
Executive Officers of DQE
-------------------------
Name Position
---- --------
Wesley W. von Schack Chairman of the Board, President and
Chief Executive Officer
Gary L. Schwass Executive Vice President, Chief
Financial Officer and Treasurer
David D. Marshall Executive Vice President
James D. Mitchell Vice President
Victor A. Roque Vice President and General Counsel
Morgan K. O'Brien Controller
<PAGE>
Page 18 of 19
Directors of DQE
----------------
Principal Occupation and Business
Address (if other than as indicated
above)
Name
----
Daniel Berg Institute Professor,
Rensselar Polytechnic Institute (RPI)
CII-05015
Troy, NY 12180-3590
Doreen E. Boyce President of the Buhl Foundation
(charitable institution for education
and public purposes)
Four Gateway Center
Pittsburgh, PA 15222
Robert P. Bozzone Vice-Chairman of Allegheny Ludlum
Corporation (specialty metals
productions)
1000 Six PPG Place
Pittsburgh, PA 15222
Sigo Falk Management of Personal Investments
3315 Grant Building
Pittsburgh, PA 15219
William H. Knoell Retired
9 Twickenham
Hilton Head Island, SC 29928
Robert Mehrabian President, Carnegie Mellon University
5000 Forbes Avenue
Pittsburgh, PA 15213-3890
Thomas J. Murrin Dean, A.J. Palumbo School of Business
Administration of Duquesne University
709 Rockwell Hall
Pittsburgh, PA 15282
Robert B. Pease Senior Vice President
National Development Corporation (real
estate)
4415 Fifth Avenue
Pittsburgh, PA 15213
Eric W. Springer Partner of Horty, Springer & Mattern,
P.C. (attorneys-at-law)
4614 Fifth Avenue
Pittsburgh, PA 15213
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Page 19 of 19
Wesley W. von Schack Chairman, President and Chief Executive
Officer of DQE; Chairman of the Board
and Chief Executive Officer of Duquesne
Light Company
Executive Officers of Duquesne Enterprises
------------------------------------------
Names Position
----- --------
Wesley W. von Schack Chairman of the Board
James D. Mitchell President
Thomas A. Hurkmans Vice President
Anthony J. Villiotti Vice President, Treasurer and
Controller
Diane S. Eismont Secretary
Directors of Duquesne Enterprises
---------------------------------
Principal Occupation and Business
Address (if other than as indicated
above)
Name
----
Wesley W. von Schack Chairman of the Board, President
and Chief Executive Officer of DQE;
Chairman of the Board and Chief
Executive Officer of Duquesne Light
Company
Gary L. Schwass Executive Vice President, Chief
Financial Officer and Treasurer,
DQE; Senior Vice President and
Chief Financial Officer, Duquesne
Light Company
David D. Marshall Executive Vice President, DQE;
President and Chief Operating
Officer; Duquesne Light Company
Dianna L. Green Senior Vice President -
Administration, Duquesne Light
Company
