THIS IS A CONFIRMING COPY OF AMENDMENT NO. 2
TO THE SCHEDULE 13D ORIGINALLY FILED ON PAPER
WITH THE COMMISSION ON APRIL 27, 1995
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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.
General Counsel
DQE, Inc.
301 Grant Street
Pittsburgh, PA 15279
April 19, 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.
CUSIP No. 302052 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DQE, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARE
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 696,250 shares (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
696,250 shares (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
696,250 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)
9.00%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 302052 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
NUMBER OF 7 SOLE VOTING POWER
SHARE
BENEFICIALLY 0
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 696,250 (See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
696,250 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
696,250 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)
9.00%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 302052 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,526 shares (See Item 5)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
9 SOLE DISPOSITIVE POWER
2,526 shares (See Item 5)
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
This Amendment No. 2 amends the statement on 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 ("Amendment No. 1") 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 information provided in Item 1 has not changed since the
filing of Amendment No. 1.
Item 2. Identity and Background
The information provided in Item 2 has not changed since the
filing of Amendment No. 1.
Item 3. Source and Amount of Funds
Except as otherwise expressly indicated below, the
information provided in Item 3 has not changed since the filing
of Amendment No. 1.
DQE does not own any shares of Common Stock directly. Other
than through its wholly-owned subsidiary, Duquesne Enterprises,
DQE does not beneficially own any shares of the Common Stock.
Duquesne Enterprises is the record and beneficial owner of
696,250 shares of the Common Stock. Of the 696,250 shares
beneficially owned by Duquesne Enterprises, 526,250 shares were
issued to Duquesne Enterprises upon conversion, pursuant to the
Reorganization Agreement attached hereto as Exhibit A, 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 from 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. Seventy thousand (70,000) of the shares
beneficially owned by Duquesne Enterprises were acquired by
Duquesne Enterprises through a contribution to capital from DQE.
DQE had acquired the 70,000 shares through 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. Fifteen thousand (15,000) shares of Common Stock
beneficially owned by Duquesne Enterprises were acquired by
Duquesne Enterprises in an open market transaction on April 10,
1995 at a purchase price of $16.375 per share for an aggregate
purchase price of $245,625. Sixty-four thousand (64,000) of the
shares of Common Stock beneficially owned by Duquesne Enterprises
were acquired in an open market transaction on April 18, 1995 at
a purchase price of $16.50 per share for an aggregate purchase
price of $1,056,000. The remaining 21,000 shares of Common Stock
beneficially owned by Duquesne Enterprises were acquired in an
open market transaction on April 19, 1995 at a purchase price of
$16.375 per share for an aggregate purchase price of $343,875.
The source of funds used for Duquesne Enterprises' purchases of
the 15,000; 64,000 and 21,000 shares of Common Stock was the
working capital of Duquesne Enterprises, which consisted partly
of contributions to capital from DQE.
Item 4. Purpose of the Transaction
The information provided in Item 4 has not changed since the
filing of Amendment No. 1.
Item 5. Interest in Securities of the Issuer
Except as otherwise expressly indicated below, the
information provided in Item 5 has not changed since the filing
of Amendment No. 1.
(a) DQE owns no shares of Common Stock other than through
its wholly-owned subsidiary Duquesne Enterprises. Through such
subsidiary, DQE beneficially owns 696,250 shares of Common Stock
representing approximately 9.00% of the outstanding shares of
Common Stock. Duquesne Enterprises directly and beneficially
owns 696,250 shares of Common Stock representing approximately
9.00% of the outstanding shares of Common Stock. 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 directly 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 7,736,929 outstanding shares
of the Issuer's Common Stock as stated in the Issuer's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1994.
(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 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
The information provided in Item 6 has not changed since the
filing of the Amendment No. 1.
Item 7. Material to be Filed as Exhibits
The information provided in Item 7 has not changed since the
filing of Amendment No. 1.
Signatures
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
Dated: April 26, 1995
DQE, INC.
By: /s/ Gary L. Schwass
_____________________________________
Name: Gary L. Schwass
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
DUQUESNE ENTERPRISES, INC.
By: /s/ James D. Mitchell
_____________________________________
Name: James D. Mitchell
Title: President
THOMAS A. HURKMANS
/s/ Thomas A. Hurkmans
_______________________________________
