-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C09eH7WLGs1x/R/nNJyrLTf3kwAzNQEBZYZSANMAhdiARbJkNoUmFgS6WbDK6HoZ 7OPhspgMOEG8jlUrlANE9w== /in/edgar/work/0000950132-00-000807/0000950132-00-000807.txt : 20001110 0000950132-00-000807.hdr.sgml : 20001110 ACCESSION NUMBER: 0000950132-00-000807 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001109 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUQUESNE LIGHT CO CENTRAL INDEX KEY: 0000030573 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 250451600 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-00956 FILM NUMBER: 756646 BUSINESS ADDRESS: STREET 1: 411 SEVENTH AVENUE (15-040) STREET 2: P O BOX 1930 CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4123936000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DQE INC CENTRAL INDEX KEY: 0000846930 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 251598483 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10290 FILM NUMBER: 756647 BUSINESS ADDRESS: STREET 1: CHERRINGTON CORPORATE CNTR STE 100 STREET 2: 500 CHERRINGTON PKWY CITY: CORAOPOLIS STATE: PA ZIP: 15108-3184 BUSINESS PHONE: 4122624700 MAIL ADDRESS: STREET 1: CHERRINGTON CORPORATE CNTR STE 100 STREET 2: 500 CHERRINGTON PKWY CITY: CORAOPOLIS STATE: PA ZIP: 15108-3184 8-K 1 0001.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2000
Address of principal executive State or other jurisdiction Exact name of registrant as offices; zip code; registrant's of incorporation or specified in its charter; telephone number, including area organization; IRS Employer Commission File No.: code: Identification No.: - ---------------------------- -------------------------------------- ------------------------------- DQE, Inc. Cherrington Corporate Center, Pennsylvania 1-10290 Suite 100, 500 Cherrington Parkway, 25-1598483 Coraopolis, PA 15108-3184 412-269-0700 Duquesne Light Company 411 Seventh Avenue Pennsylvania 1-956 Pittsburgh, PA 15219 25-0451600 412-393-6000
Items 1-6. Not applicable. Item 7. Financial Statements and Exhibits. 99.1 Copies of slides included in presentations to the Chicago and Philadelphia investment communities. Item 8. Not applicable. Item 9. Regulation FD Disclosure. DQE's Investor Relations office will be making presentations to the Chicago and Philadelphia investment communities on November 9 and November 14, 2000. The presentations will incorporate and confirm the statements originally made public in DQE's analyst conference call and webcast of November 3, 2000, as updated by the additional slides included as exhibits hereto. A replay of the conference call and webcast is available through November 20 by accessing DQE's website (www .dqe.com) and clicking on "DQE's 3rd Quarter 2000 Management Presentation." The additional slides are also available through November 20 by accessing DQE's website and clicking on "DQE's Investment Community Presentation." SIGNATURE Pursuant to the requirements 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 November 9, 2000 /s/ Frosina C. Cordisco --------------------------- ----------------------------- (Signature) Frosina C. Cordisco Vice President and Treasurer Pursuant to the requirements 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. Duquesne Light Company ------------------------------ (Registrant) Date November 9, 2000 /s/ Frosina C. Cordisco --------------------------- ------------------------------ (Signature) Frosina C. Cordisco Treasurer 2 EX-99.1 2 0002.txt SLIDE PRESENTATIONS TO INVESTMENT COMMUNITIES [LOGO] DQE The growth utility Presentation to: Chicago - November 9, 2000 Philadelphia - November 14, 2000 www.dqe.com Page 2 Company Representatives - ----------------------- Frosina C. Cordisco Vice President, and Treasurer Quynh T. McGuire Senior Manager, Investor Relations [LOGO] DQE The growth utility Page 3 The following presentation contains forward-looking statements regarding the following: DQE's projected cost reductions through our Corporate Center Excellence program, our plans to continue repurchasing our common stock, and our projected comprehensive earnings growth; Duquesne Light's projected annual cost reductions through its Best-in-Class initiative; the provider of last resort filing with the PUC; the terms of the final auction filing with the PUC; AquaSource's anticipated improvements in operating and cost efficiency, and its rate filings; and DQE Enterprises' plans to invest in additional electronic commerce and energy technology companies, and the possibilities of initial public offerings or other market valuations of the companies in which we invest. Actual results may materially differ from those implied by such statements due to known and unknown risks and uncertainties, including but not limited to the following: our ability to centralize and streamline administrative functions to eliminate redundancies, as well as to retrain and redeploy administrative employees, will affect the ultimate amount of cost reductions at both DQE and its subsidiaries. Fluctuations in our common stock price could affect our repurchasing plans. Projected DQE earnings will depend on our ability to sell select, non-strategic assets, and on the effectiveness of our administrative resource reduction. The ultimate outcome of Duquesne Light's provider of last resort arrangement and the final cost assessment, CTC collection estimate and remaining costs requested in the final auction filing will depend on the PUC's determinations. Changing market conditions, weather conditions and demand for water, propane and telecommunications utility services, and the availability of appropriate investment opportunities in those industries, could affect revenue levels at DQE's businesses. AquaSource will also be affected by the outcome of its rate filings, which will depend on the determinations made by the appropriate public utility commissions, as well as the effective use of its new customer and financial systems. The availability of appropriate investment opportunities could affect DQE Enterprises' plans for additional electronic commerce and energy technology investments. The volatility of the stock markets, as well as general business and economic conditions, could affect the potential for initial public offerings or other market valuations being made at any time with respect to the companies in which we invest. Overall performance by DQE and its affiliates could be affected by economic, competitive, regulatory, governmental and technological factors affecting operations, markets, products, services and prices, as well as the factors discussed in our SEC filings. [LOGO] DQE The growth utility Page 4 Business Descriptions Duquesne Light Company: A leader in the transmission and distribution of electric energy, offering technological innovation and superior customer service and reliability to more than half a million direct customers throughout southwestern Pennsylvania. Senior Debt Rating: Moody's S&P Fitch A3 BBB+ A- DQE Enterprises: A recognized leader in the acquisition and development of businesses that use technology to give customers greater value from essential products, such as electricity, water, natural gas, communications and information. AquaSource: A fast-growing utility company formed to acquire, develop and manage water and wastewater assets. DQE Systems: A solutions company that provides growth, efficiency and value through the delivery of propane and telecommunications, and through utility contract operations. DQE Energy Services: A diversified energy services company offering a wide range of energy outsourcing solutions for industrial, manufacturing, airport and institutional markets, including ownership, operation and maintenance of energy facilities. DQE Financial: An investment and portfolio management organization focusing its financial expertise in structured finance and alternative energy markets. Please direct any questions or comments to: Quynh T. McGuire, Senior Manager, Investor Relations (412) 393-1259 [LOGO] DQE The growth utility Page 5 Company Profile . Listed on the New York, Philadelphia and Chicago Stock Exchanges - Recent Price $33 1/16 - Annualized Dividend $ 1.60 - Payout Ratio 58% - Dividend Yield 4.8% - Market Capitalization (billions) $ 1.8 [LOGO] DQE The growth utility Page 6 Basic Earnings Per Share [Bar chart showing DQE's basic earnings per share for the third quarter and 12 months ended September 30 in 1996, 1997, 1998, 1999 and 2000]
Third Quarter 12 Months Ended 9/30 1996 $0.74 $2.29 1997 $0.75 $2.47 1998 $0.80 $2.53(1) 1999 $0.64 $2.44 2000 $1.04 $2.76
(1) Excludes the $1.06 extraordinary Pennsylvania restructuring charge in June 1998. [LOGO] DQE The growth utility Page 7 3rd Quarter 2000 Basic EPS . 3rd quarter EPS were $1.04 . 63% increase from 1999 . Gain of $.85 per share from sale of alternative- . fuel facilities, partially offset by . Higher stranded cost amortization at Duquesne . Integration costs at AquaSource . Lower average outstanding shares . $2.76 EPS for 12-months ended 9/30/00 . Increase of $.32 or 13% from 1999 [LOGO] DQE The growth utility Page 8 Comprehensive EPS [Bar chart showing DQE's comprehensive earnings per share for the third quarter of 1999 and 2000] 1999 $0.68 2000 $1.45 [LOGO] DQE The growth utility Page 9 Third Quarter 2000 Comprehensive EPS . Comprehensive EPS were $1.45 for the quarter . 113% increase from 3rd quarter 1999 . Comprehensive result for the quarter reflects: . Increased basic earnings per share . $.41 EPS of appreciation related to investment in SatCon Technology and HPower [LOGO] DQE The growth utility Page 10 Dividends Declared Per Share [Bar chart showing dividends declared per share for the third quarter and 12 months ended September 30 in 1996, 1997, 1998, 1999 and 2000]
Third Quarter 12 Months Ended 9/30 1996 $0.32 $1.28 1997 $0.34 $1.36 1998 $0.36 $1.44 1999 $0.38 $1.52 2000 $0.40 $1.60
[LOGO] DQE The growth utility Page 11 Share Repurchase Update . Current year through September 2000, repurchased $591 million of DQE shares . An additional $54 million was repurchased in October . Total 16 million shares repurchased, for approximately $645 million in 2000 [LOGO] DQE The growth utility Page 12 Growth Strategy . Consolidation of administrative resources -- approximately $40 million annual savings . 5 to 8 % annual growth in comprehensive earnings for 2000 and beyond . Traditional earnings from delivery businesses . Market valuations of investments . Selective asset sales . Invest free cash into growth businesses and stock buyback [LOGO] DQE The growth utility Page 13 Business Overview - ---------------------- --------------------------- Duquesne Light AquaSource Wires Utility Water/Wastewater Utility - ---------------------- --------------------------- - ---------------------- --------------------------- ProAm DQE Communications Propane Delivery Fiber Optic Gateway - ---------------------- --------------------------- - ---------------------- --------------------------- DQE Financial DQE Energy Services Landfill Gas Energy Projects - ---------------------- --------------------------- DQE Enterprises E-Commerce and Energy Technology [LOGO] DQE The growth utility Page 14 Review of Accomplishments . Generation exchange ends nuclear involvement . Generating plant sale to Orion . DQE prevails in merger litigation . Growing delivery businesses and expanding e- commerce & energy technology investments . Detroit airport energy facility breaks ground . Pittsburgh metro fiber optic network completed . Filing to extend Provider of Last Resort (POLR) service . Final auction accounting filing on generation sale . Initial public offering of H Power . S-1 filing for Beacon Power . Sale of alternative fuel facilities [LOGO] DQE The growth utility Page 15 Regulatory Filings . Provider of Last Resort (POLR) . Final Auction Accounting . Approximately $290 million, net of tax, remaining transition cost balance at September 30 . Regional Transmission Organization (RTO) [LOGO] Duquesne Light A DQE Company Page 16 Transmission & Distribution . Best-in-Class initiatives expected to result in approximately $30 million annual savings . Growing line of innovative services for customers . Offering services through e-commerce channels [LOGO] Duquesne Light A DQE Company Page 17 Water & Wastewater Systems . Implementation of information systems . Financial information . Human resources . Customer information . Customer call center . Integrate operating companies and achieve optimal efficiencies . New acquisitions postponed until expected cost savings are realized [LOGO] Aqua Source A DQE Company Page 18 Regulatory Update . Texas rate case filing . Average increase of 40% after a 12-month phase-in . Estimated revenue increase of $7 million annually . Return on rate base assumed at 8.88% . Texas Commission scheduled hearing on November 29 . Expect decision by year-end 2001 [LOGO] AquaSource A DQE Company Page 19 Propane and Telecommunication Systems . Provide growth, efficiency and value through delivery of propane and telecommunications . Achieve cost reductions through the aggregation of propane systems . Strong demand for leased fiber on telecommunications network [LOGO] DQE Systems Page 20 Financial Services . Contributes to profitability through disciplined investment strategy . Continues to grow landfill gas and alternative energy niche businesses [LOGO] DQE Financial Page 21 Energy Services . Completed heating plant for Detroit Airport Midfield Terminal . Commercial operation by year-end 2001 . Awarded contract for energy facility of a U.S. Big 3 auto maker . Build, operate and maintain facility . Expect to complete by mid-2001 . Awarded 7-year operations contract for several of the alternative-fuel facilities [LOGO] DQE Energy Services Page 22 Enterprises Businesses . Continued success in developing businesses . Capitalize on opportunities related to deregulation . Enhance value of essential delivered services [LOGO] DQE Enterprises Page 23 Enterprises Businesses . HPower . Initial public offering on August 9 at the price of $16 per share . Beacon Power . Filed S-1 registration on August 9 . Roadshow commenced late October [LOGO] DQE Enterprises Page 24 Enterprises Businesses . Enermetrix . Continues to sign new licensees . Growing revenues and customer base . HomeAccess . Recently merged with Quentra Networks . Portland General deployment of first- stage network [LOGO] DQE Enterprises Page 25 Competitive Advantages . Transition to multi-utility delivery and services business . Growth opportunities in delivery businesses . Successful strategy of early stage investing . Selective asset sales . Market valuations . 5 to 8 % annual growth in comprehensive earnings for 2000 and beyond [LOGO] DQE The growth utility -----END PRIVACY-ENHANCED MESSAGE-----