<PAGE>
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
DQE, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1598483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Indentification No.)
CHERRINGTON CORPORATE CENTER
SUITE 100
500 CHERRINGTON PARKWAY
CORAOPOLIS, PENNSYLVANIA 15108-3184
(Address of principal executive offices) (Zip Code)
PERFORMANCE INCENTIVE PROGRAM FOR
DQE, INC. AND SUBSIDIARIES
(Full title of the plan)
DIANE S. EISMONT
CORPORATE SECRETARY
DQE, INC.
CHERRINGTON CORPORATE CENTER
SUITE 100
500 CHERRINGTON PARKWAY
CORAOPOLIS, PENNSYLVANIA 15108-3184
(Name and address of agent for service)
(412) 393-6080
(Telephone number, including area code, of agent for service)
--------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER PRICE FEE
SHARE
Common Stock 100,000 $27.625 $2,762,500 $952.59
(no par) shs. <F1> <F1>
[FN]
<F1>
Inserted solely for the purpose of calculating the
registration fee pursuant to Rule 457(h). The fee is calculated
upon the basis of the average of the high and low prices of the
Registrant's Common Stock on July 26, 1996 as reported in the
NYSE-Composite Transactions listing in the Wall Street Journal on
July 29, 1996.
[/FN]
=================================================================
<PAGE>
EXPLANATORY NOTE
DQE, Inc.'s earlier Registration Statement on Form S-8 (File
No. 33-87974), filed with the Securities and Exchange Commission
on December 29, 1994, and pertaining to the Duquesne Light
Company Performance Incentive Program (now known as the
Performance Incentive Program for DQE, Inc. and Subsidiaries) is
incorporated herein by reference. This incorporation is made
pursuant to General Instruction E of Form S-8 regarding the
registration of additional securities of the same class as other
securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the Common Stock to which this Registration
Statement relates has been passed upon for the Company by Linda
S. Ackerman, Esquire, Assistant General Counsel of the Company.
Ms. Ackerman is paid a salary by the Company.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Articles of Incorporation of DQE,
Inc., as amended to date
(incorporated by reference to
Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5
to DQE's Annual Report on Form 10-K
for the fiscal year ended December
31, 1995.
4.2 By-Laws of DQE, Inc., as amended to
date (incorporated by reference to
Exhibit 3.6 to DQE's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1995.
4.3 Performance Incentive Program for
DQE, Inc. and Subsidiaries.
5.1 Opinion of Linda S. Ackerman, Esquire
as to the legality of the securities
being registered.
23.1 Consent of Deloitte & Touche LLP,
independent auditors.
23.2 Consent of Linda S. Ackerman, Esquire
to the use of her opinion as an
exhibit to this Registration
Statement is included in her opinion
filed as Exhibit 5.1.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Pittsburgh, Commonwealth of Pennsylvania, on July 30,
1996.
DQE, INC.
By: /s/Wesley W. von Schack
--------------------------------
Wesley W. von Schack
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose
signature appears below constitutes and appoints Gary L. Schwass
and Diane S. Eismont and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
revocation, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
II-2
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/Wesley W. von Schack Chairman of July 30, 1996
----------------------- the Board,
Wesley W. von Schack President,
Chief Executive
Officer and
Director
(Principal
Executive
Officer)
/s/Gary L. Schwass Executive Vice July 30, 1996
------------------------ President and
Gary L. Schwass Treasurer
(Principal
Financial
Officer)
/s/Morgan K. O'Brien Controller July 30, 1996
------------------------
Morgan K. O'Brien
/s/David D. Marshall Executive Vice July 30, 1996
------------------------ President
David D. Marshall and Director
/s/Daniel Berg Director July 30, 1996
------------------------
Daniel Berg
II-3
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/Doreen E. Boyce Director July 30, 1996
------------------------
Doreen E. Boyce
/s/Robert P. Bozzone Director July 30, 1996
------------------------
Robert P. Bozzone
/s/Sigo Falk Director July 30, 1996
-----------------------
Sigo Falk
/s/William H. Knoell Director July 30, 1996
-----------------------
William H. Knoell
/s/Robert Mehrabian Director July 30, 1996
-----------------------
Robert Mehrabian
/s/Thomas J. Murrin Director July 30, 1996
-----------------------
Thomas J. Murrin
/s/Eric W. Springer Director July 30, 1996
-----------------------
Eric W. Springer
II-4
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
4.1 Articles of Incorporation of DQE,
Inc., as amended to date
(incorporated by reference to
Exhibits 3.1, 3.2, 3.3, 3.4 and
3.5 to DQE's Annual Report on
Form 10-K for the fiscal year
ended December 31, 1995.
4.2 By-Laws of DQE, Inc., as amended
to date, (incorporated by
reference to Exhibit 3.6 to DQE's
Annual Report on Form 10-K for
the fiscal year ended December
31, 1995).
4.3 Performance Incentive Program for
DQE, Inc. and Subsidiaries.
5.1 Opinion of Linda S. Ackerman,
Esquire as to the legality of the
securities being registered.
23.1 Consent of Deloitte & Touche LLP,
independent auditors.
23.2 Consent of Linda S. Ackerman,
Esquire to the use of her opinion
as an exhibit to this
Registration Statement is
included in her opinion filed as
Exhibit 5.1.
II-5
<PAGE>
EXHIBIT 4.3
PERFORMANCE INCENTIVE PROGRAM FOR
DQE, INC. AND SUBSIDIARIES
Formerly Known as the
Duquesne Light Company Performance Incentive Program
Article I. Purpose and Effective Date
The purpose of this Program is to provide a general
framework and a flexible vehicle for the award of cash and/or
equity-based grants to Participants in order to assist the
Company and Subsidiaries in attracting, retaining and motivating
key employees of high ability and experience and serve such other
objectives in furtherance of the businesses of the Company and
Subsidiaries as the Chief Executive Officer shall determine to be
necessary or appropriate. The effective date of the Program is
January 1, 1995 and the Program is intended to operate until
terminated in accordance with Article VI.
Article II. Definitions
2.1 Award shall mean any grant to a Participant
pursuant to a Compensation Arrangement.
2.2 Award Agreement shall mean a written agreement
between the Company and a Participant or a written acknowledgment
from the Company specifically setting forth the terms and
conditions of an Award granted to a Participant under a
Compensation Arrangement.
2.3 Chief Executive Officer shall mean the Chief
Executive Officer of the Company.
2.4 Common Stock shall mean the Common Stock (no par
value) of DQE.
2.5 Company shall mean DQE, Inc.
2.6 Compensation Arrangement shall mean an arrangement
established by the Chief Executive Officer under Article V
pursuant to which one or more Participants receives or is
eligible to receive an Award.
2.7 Participant shall mean an employee of the Company
or any Subsidiary who receives an Award under a Compensation
Arrangement.
<PAGE>
2.8 Program shall mean the Performance Incentive
Program for DQE, Inc. and Subsidiaries, as the same may be
amended from time to time.
2.9 Subsidiary shall mean any direct or indirect
subsidiary of the Company.
Article III. Administration
This Program shall be administered by the Chief
Executive Officer, who shall have the full power and authority
and sole and absolute discretion to construe and interpret the
Program, establish and amend Compensation Arrangements hereunder
as described in Article V and take such other actions as he or
she deems necessary or appropriate to further the purposes of the
Program. The Chief Executive Officer may delegate all or any
portion of his or her administrative responsibilities under the
Program to one or more other officers or employees of the Company
or Subsidiaries. All decisions, actions or interpretations of
the Chief Executive Officer or his or her designees shall be
final, binding and conclusive upon all persons. This Program
shall not be construed as a legal contract or legally enforceable
obligation of the Company or Subsidiaries, and no Participant or
any other party shall have any legally enforceable rights
hereunder or any right to dispute, appeal or have a hearing with
respect to any determination of the Chief Executive Officer or
his or her designees. The Chief Executive Officer and his or her
designees shall not be liable for any action taken or
determination made in good faith in the administration of this
Program. The Chief Executive Officer and his or her designees
shall be fully indemnified for, and held harmless against, any
liability arising out of the administration of the Program.
Article IV. Shares
4.1 Number of Shares Issuable. The maximum number of
shares of Common Stock available for Awards under the Program and
the Compensation Arrangements established hereunder shall be
250,000 shares of Common Stock. The shares of Common Stock to be
offered under the Program and the Compensation Arrangements
established hereunder shall be authorized and unissued shares of
Common Stock, issued shares of Common Stock which shall have been
reacquired by the Company and held in its treasury or shares held
by a Subsidiary.
4.2 Shares Subject to Terminated Awards. The Common
Stock subject to any Awards which are forfeited or surrendered by
the Participant without receiving any payment or other benefit
with respect thereto may again be subject to new Awards under the
Program and the Compensation Arrangements established hereunder.
2
<PAGE>
Article V. Establishment of Compensation Arrangements
5.1 Chief Executive Officer Authority. The Chief
Executive Officer shall have the sole and complete authority and
discretion to (a) establish Compensation Arrangements pursuant to
this Program, (b) determine the employees of the Company or
Subsidiaries or classes of employees that are to receive or be
eligible to receive Awards under each such Compensation
Arrangement, (c) set the terms of and conditions applicable to
each such Compensation Arrangement and the Awards granted
thereunder, and (d) take all such other actions and make such
other determinations consistent with this Program as may be
necessary or appropriate to design, implement and administer such
Compensation Arrangements. All such Compensation Arrangements
shall be in writing and shall specify that they are intended to
be established pursuant to this Program. If so stated in the
Award Agreement, a single Award Agreement may constitute a
separate Compensation Arrangement hereunder.
5.2 Terms of Awards. In addition to the terms and
conditions specified in the Award Agreement, Awards made pursuant
to a Compensation Arrangement shall be subject to the following:
(a) All Awards shall be confirmed by an Award
Agreement.
(b) Awards may be valued in whole or in part by
reference to, or otherwise be based on, Common Stock.
(c) Any Common Stock subject to Awards may not be
sold, assigned, transferred, pledged or otherwise encumbered
prior to the date on which the Common Stock is issued, or,
if later, the date on which any applicable restriction,
performance or deferral period lapses; and
(d) The Award Agreement with respect to any Award
shall contain provisions dealing with the disposition of
such Award in the event of a termination of employment prior
to the exercise, realization or payment of such Award,
whether such termination occurs because of retirement,
disability, death or other reason, with such provisions to
take account of the specific nature and purpose of the
Award.
Article VI. Amendment and Termination
The Chief Executive Officer shall have the sole and
complete power, authority and discretion to amend or terminate
this Program, any Compensation Arrangement and any Award
3
<PAGE>
thereunder at any time as from time to time as he or she deems
necessary or appropriate.
Article VII. Miscellaneous
7.1 Taxes. Each Compensation Arrangement shall
contain appropriate provisions for the withholding of all
withholding or other taxes required by law to be withheld or paid
by the Company or any Subsidiary with respect to any and all
Awards.
7.2 No Right to Award; No Right to Employment. No
employee or other person shall have any claim of right to be
permitted to participate or be granted an Award under a
Compensation Arrangement established hereunder. Neither the
Program nor any Compensation Arrangement nor any taken hereunder
shall be construed as giving any employee any right to be
retained in the employ of the Company or any Subsidiary.
7.3 Governing Law. The Program and the Compensation
Arrangements and all determinations made and actions taken
pursuant to the Program and the Compensation Arrangements shall
be governed by the laws of the Commonwealth of Pennsylvania other
than the conflict of laws provisions of such laws, and shall be
construed in accordance therewith.
7.4 No Strict Construction. No rule of strict
construction shall be implied against the Company, Subsidiaries,
the Chief Executive Officer, the Administrator of any
Compensation Arrangement or any other person in the
interpretation of any of the terms of the Program, any Award
granted under the Program or any rule or procedure established by
the Chief Executive Officer or any such Administrator.
7.5 Captions. The captions (i.e., all Section and
subsection headings) used in the Program are for convenience
only, do not constitute a part of the Program, and shall not be
deemed to limit, characterize or affect in any way any provisions
of the Program, and all provisions of the Program shall be
construed as if no captions had been used in the Program.
7.6 Severability. Whenever possible, each provision
in the Program shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of
the Program shall be held to be prohibited by or invalid under
applicable law, then (a) such provision shall be deemed amended
to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other
provisions of the Program at shall remain in full force and
effect.
4
<PAGE>
7.7 Non-Uniform Determinations. Since it is the
intent of this Program to reward extraordinary performance by the
Participants, any determinations made by the Chief Executive
Officer or his or her designee under this Program (including
without limitation determinations of the persons eligible to
receive Awards, the amount of such Awards, and the terms and
provisions of such Awards) need not be uniform and may be made
selectively among persons who receive, or are eligible to
receive, Awards under this Program, whether or not such persons
are similarly situated.
Execution
WITNESS the due execution hereof this 30th day of July,
1996.
DQE, Inc.
By: _______________________________
Chief Executive Officer
5
<PAGE>
Exhibit 5.1
July 31, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Ladies and Gentlemen:
I am the Assistant General Counsel of DQE, Inc., a
Pennsylvania corporation ("DQE"), and in such capacity I have
acted as counsel to DQE in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which is
being filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended, covering 100,000
shares (the "Shares") of DQE's Common Stock, no par value, which
may be issued pursuant to the Performance Incentive Program for
DQE, Inc. and Subsidiaries, formerly known as the Duquesne Light
Company Performance Incentive Program (the "Program").
In such capacity I have reviewed the Registration
Statement and the Program, the corporate documents of Duquesne
Light Company with respect to the establishment of the Program,
the corporate proceedings of DQE with respect to the
authorization and approval of, and certain amendments to, the
Program and the proposed issuance of the Shares and such other
documents and records as I have deemed necessary as a basis for
my opinion set forth below.
Based on the foregoing, I am of the opinion that the
Shares, when issued pursuant to the Program, will be validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
Linda S. Ackerman
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of DQE, Inc. on Form S-8 of our reports dated January
30, 1996, appearing in and incorporated by reference in the
Annual Report on Form 10-K of DQE, Inc. for the year ended
December 31, 1995 and to the reference to us under Item 3 in the
Prospectus which is part of DQE, Inc.'s Registration Statement on
Form S-8 (File No. 33-87974), which is incorporated by reference
in this Registration Statement.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
July 30, 1996
