<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
---------------------
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From __________ to __________
Commission File Number
----------------------
1-10290
DQE, Inc.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1598483
------------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Cherrington Corporate Center, Suite 100
500 Cherrington Parkway, Coraopolis, Pennsylvania 15108-3184
-------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 262-4700
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
--- ---
Aggregate market value of DQE Common Stock held by non-affiliates as of February
28, 1998 was $2,565,653,110. There were 77,685,287 shares of DQE Common Stock
outstanding as of February 28, 1998.
[X] Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Registrant Title of each class on which registered
- ---------- ------------------- -------------------
DQE Common Stock (no par value) New York Stock Exchange
Philadelphia Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Registrant Title of each class
- ------------- -------------------
DQE Preferred Stock, Series A (Convertible)
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
Into Which Document
Description Is Incorporated
- ----------- ---------------------
DQE Annual Report to Shareholders Parts I and II
for the year ended December 31, 1997
2
<PAGE>
The Report of Independent Certified Public Accountants on page 21 of
registrant's Form 10-K for the Fiscal Year ended December 31, 1997 is hereby
amended in its entirety to read as follows:
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Directors and Shareholders of DQE, Inc.:
We have audited the accompanying consolidated balance sheet of DQE, Inc. and
its subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of income, retained earnings, and cash flows for each
of the three years in the period ended December 31, 1997. Our audits also
included the financial statement schedule listed in the Index at Item 14.
These financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express
an opinion on the financial statements and financial statement schedule based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of DQE, Inc. and its subsidiaries as
of December 31, 1997 and 1996, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1997
in conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
January 27, 1998
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
DQE, Inc.
-------------------
(Registrant)
Date March 25, 1998 By: /s/ Morgan K. O'Brien
-------------------- ---------------------------------
(Signature)
Morgan K. O'Brien
Vice President and Controller
(Principal Accounting Officer)
4
