8-A12B 1 d464545v3.txt REGISTRATION STATEMENT ================================================================================ FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------------- DUQUESNE LIGHT COMPANY (Exact name of registrant as specified in its charter) Pennsylvania 1-956 25-0451600 (State of incorporation or (Commission File Number) (I.R.S. Employer organization) Identification No.) 411 Seventh Avenue Pittsburgh, Pennsylvania 15219 (412) 393-6000 (Address of principal executive offices, including zip code) ------------------------------- Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be so registered ------------------- --------------------------------- 6.70% First Mortgage Public Income New York Stock Exchange NotES (PINES) due 2032 If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which this form relates: 333-72408 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None The Commission is respectfully requested to send copies of all notices, orders and communications to: Douglas L. Rabuzzi, Esq. Kimberly M. Reisler, Esq. Assistant General Counsel Thelen Reid & Priest LLP Duquesne Light Company 40 West 57th Street 411 Seventh Avenue New York, New York 10019 Pittsburgh, Pennsylvania 15219 (212) 603-2207 (412) 393-1149 ================================================================================ INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. ------------------------------------------------------- The securities to be registered hereby are the 6.70% First Mortgage Public Income NotES due 2032 (the "Bonds") of Duquesne Light Company (the "Company"), a Pennsylvania corporation. A description of the Bonds is contained in the Prospectus included in the Registration Statement on Form S-3 of Duquesne Light Company, Registration Statement File No. 333-72408, which was declared effective by the Securities and Exchange Commission on March 29, 2002, as supplemented by a Prospectus Supplement dated April 24, 2002 relating to the Bonds filed pursuant to Rule 424(b) under the Securities Act of 1933 on April 26, 2002. Such description, as so supplemented, is incorporated herein by reference. Item 2. Exhibits. -------- The Bonds described herein are to be listed on the New York Stock Exchange. Accordingly, the following exhibits required in accordance with Part II to the instructions as to exhibits to Form 8-A have been duly filed with the New York Stock Exchange. Exhibit Description Method of Filing ------- ----------- ---------------- 1(a) *Registration Statement on Form Previously filed as S-3 filed by Duquesne Light Registration Statement No. Company. 333-72408. 1(b) *Prospectus Supplement dated Previously filed pursuant to April 24, 2002 filed by Duquesne Rule 424(b)(5) under the Light Company. Securities Act of 1933. 4(a) *Amended and Restated Articles of Exhibit 3.1 to the Form 10-Q Incorporation of the Company, as Quarterly Report of Duquesne amended. Light for the quarter ended June 30, 1999. 4(b) *By-Laws of the Company, as Exhibit 3.2 to the Form 10-Q amended. Quarterly Report of Duquesne Light for the quarter ended June 30, 1999. 4(c) *Indenture of Mortgage and Deed Exhibit 4.3 to Registration of Trust dated as of April 1, Statement (Form S-3) No. 1992, as amended by eighteen 33-52782. Supplemental Indentures. 4(d) Supplemental Indentures supplementing said Indenture of Mortgage and Deed of Trust *First Supplemental Indenture Exhibit 4.4 to Registration Statement (Form S-3) No. 33-52782. *Second Supplemental Indenture Exhibit 4.4 to Registration Statement (Form S-3) No. 33-63602. 2 *Third Supplemental Indenture Exhibit 4.4 to Registration Statement (Form S-3) No. 33-63602. *Fourth Supplemental Indenture Exhibit 4.4 to Registration Statement (Form S-3) No. 33-63602. *Fifth Supplemental Indenture Exhibit 4.6 to Company's Form 10-K Annual Report for the year ended December 31, 1993. *Sixth Supplemental Indenture Exhibit 4.6 to Company's Form 10-K Annual Report for the year ended December 31, 1993. *Seventh Supplemental Indenture Exhibit 4.6 to Company's Form 10-K Annual Report for the year ended December 31, 1993. *Eighth Supplemental Indenture Exhibit 4.6 to Company's Form 10-K Annual Report for the year ended December 31, 1994. *Ninth Supplemental Indenture Exhibit 4.6 to Company's Form 10-K Annual Report for the year ended December 31, 1994. *Tenth Supplemental Indenture Exhibit 4.4 to Company's Form 10-K Annual Report for the year ended December 31, 1995. *Eleventh Supplemental Indenture Exhibit 4.4 to Company's Form 10-K Annual Report for the year ended December 31, 1995. *Twelfth Supplemental Indenture Exhibit 4.4 to Company's Form 10-K Annual Report for the year ended December 31, 1995. *Thirteenth Supplemental Indenture Exhibit 4.3 to Company's Form 10-K Annual Report for the year ended December 31, 1996. *Fourteenth Supplemental Indenture Exhibit 4.3 to Company's Form 10-K Annual Report for the year ended December 31, 1997. *Fifteenth Supplemental Indenture Exhibit 4.2 to Registration Statement (Form S-3) No. 33-72408. *Sixteenth Supplemental Indenture Exhibit 4.3 to Company's Form 10-K Annual Report for the year ended December 31, 1999. 3 *Seventeenth Supplemental Indenture Exhibit 4.2 to Registration Statement (Form S-3) No. 33-72408. *Eighteenth Supplemental Indenture Exhibit 4.3 to Registration Statement (Form S-3) No. 33-72408. Form of Nineteenth Supplemental Indenture Filed herewith. 4(e) Form of Bond Filed herewith. * Previously filed as indicated and incorporated herein by reference. 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: April 25, 2002 Duquesne Light Company By: /s/ Frosina C. Cordisco ------------------------------------- Name: Frosina C. Cordisco Title: Vice President and Treasurer 5