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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/11/05 Duquesne Light Holdings Inc S-3MEF 8/11/05 4:54K Merrill Corp/New/FA Dqe Capital Corp |
Document/Exhibit Description Pages Size 1: S-3MEF Registration of Additional Securities HTML 38K 2: EX-5.1 Opinion re: Legality HTML 13K 3: EX-23.2 Consent of Experts or Counsel HTML 8K 4: EX-24.1 Power of Attorney HTML 18K
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1 | 1st Page - Filing Submission | ||||
" | Incorporation of Certain Information by Reference | ||||
" | Signatures | ||||
" | Exhibit Index | ||||
" | QuickLinks |
As filed with the Securities and Exchange Commission on August 11, 2005
Registration Nos. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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DUQUESNE LIGHT HOLDINGS, INC. (Exact name of registrant as specified in its charter) |
DQE CAPITAL CORPORATION (Exact name of registrant as specified in its charter) |
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Pennsylvania (State or other jurisdiction of incorporation or organization) |
Delaware (State or other jurisdiction of incorporation or organization) |
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25-1598483 (I.R.S. Employer Identification) |
25-1837152 (I.R.S. Employer Identification) |
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411 Seventh Avenue Pittsburgh, Pennsylvania 15219-1905 (412) 393-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) |
411 Seventh Avenue Pittsburgh, Pennsylvania 15219-1905 (412) 393-6000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) |
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William F. Fields Vice President and Treasurer Duquesne Light Holdings, Inc. 411 Seventh Avenue Pittsburgh, Pennsylvania 15219-1905 (412) 393-1206 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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Copies To: |
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James J. Barnes, Esq. Robert C. Gallo II, Esq. Reed Smith LLP 435 Sixth Avenue Pittsburgh, Pennsylvania 15219 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. |
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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý Registration No. 333-85612
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee |
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Debt Securities | $52,875,000 | $6,223 | ||
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended, for the purpose of registering an additional $52,875,000 of debt securities. The information in the Registration Statement on Form S-3 filed by Duquesne Light Holdings Inc. (f/k/a DQE, Inc.) and DQE Capital Corporation (the "Registrants") with the Securities and Exchange Commission (File No. 333-85612) pursuant to the Securities Act of 1933, as amended, and declared effective June 7, 2002, including each of the documents filed by the Registrants with the Securities and Exchange Commission and incorporated or deemed to be incorporated by reference, is incorporated by reference into this Registration Statement.
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-3 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 the 11th day of August, 2005.
DUQUESNE LIGHT HOLDINGS, INC. | |||
By: |
/s/ STEVAN R. SCHOTT Name: Stevan R. Schott, Title: Senior Vice President and Chief Financial Officer |
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 dates indicated.
Signature |
Title |
Date |
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---|---|---|---|---|
/s/ MORGAN K. O'BRIEN Morgan K. O'Brien |
President, Chief Executive Officer and Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ STEVAN R. SCHOTT Stevan R. Schott |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
August 11, 2005 |
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/s/ SUSAN S. MULLINS Susan S. Mullins |
Controller (Principal Accounting Officer) |
August 11, 2005 |
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* Pritam Advani |
Director |
August 11, 2005 |
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* Doreen E. Boyce |
Director |
August 11, 2005 |
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* Robert P. Bozzone |
Director |
August 11, 2005 |
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* Charles C. Cohen |
Director |
August 11, 2005 |
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* Sigo Falk |
Director |
August 11, 2005 |
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* Joseph C. Guyaux |
Director |
August 11, 2005 |
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* David M. Kelly |
Director |
August 11, 2005 |
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* Steven S. Rogers |
Director |
August 11, 2005 |
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* John D. Turner |
Director |
August 11, 2005 |
*By: |
/s/ STEVAN R. SCHOTT Stevan R. Schott Attorney-in-fact |
August 11, 2005 |
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-3 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 the 11th day of August, 2005.
DQE CAPITAL CORPORATION (REGISTRANT) |
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By: |
/s/ WILLIAM F. FIELDS Name: William F. Fields Title: President |
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 dates indicated.
Signature |
Title |
Date |
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---|---|---|---|---|
/s/ WILLIAM F. FIELDS William F. Fields |
President and Director (Principal Executive Officer) | August 11, 2005 | ||
/s/ SUSAN S. MULLINS Susan S. Mullins |
Controller (Principal Accounting Officer) |
August 11, 2005 |
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/s/ RICHARD J. CIORA Richard J. Ciora |
Treasurer (Principal Financial Officer) |
August 11, 2005 |
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/s/ STEVAN R. SCHOTT Stevan R. Schott |
Director |
August 11, 2005 |
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* Joseph G. Belechak |
Director |
August 11, 2005 |
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Maureen L. Hogel |
Director |
August 11, 2005 |
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/s/ MORGAN K. O'BRIEN Morgan K. O'Brien |
Director |
August 11, 2005 |
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/s/ JAMES E. WILSON James E. Wilson |
Director |
August 11, 2005 |
*By: |
/s/ STEVAN R. SCHOTT Stevan R. Schott Attorney-in-fact |
August 11, 2005 |
The following exhibits are filed as part of this registration statement:
Exhibit No. |
Description |
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---|---|---|
5.1* | Opinion of Reed Smith LLP | |
23.1* |
Consent of Reed Smith LLP (included in Exhibit 5.1) |
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23.2* |
Consent of Deloitte & Touche LLP |
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24.1* |
Powers of Attorney |
This ‘S-3MEF’ Filing | Date | Other Filings | ||
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Filed on / Effective on: | 8/11/05 | 424B5, 8-K | ||
6/7/02 | ||||
List all Filings |