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):
April 13, 2005
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Exact name of registrant as specified in its charter; Commission File No.:
| | Address of principal executive offices; zip code; registrant’s telephone number, including area code:
| | State or other jurisdiction of incorporation or organization; IRS Employer Identification No.:
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Duquesne Light Holdings, Inc. 1-10290 | | 411 Seventh Avenue Pittsburgh, PA 15219 412-393-6000 | | Pennsylvania 25-1598483 |
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Duquesne Light Company 1-956 | | 411 Seventh Avenue Pittsburgh, PA 15219 412-393-6000 | | Pennsylvania 25-0451600 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On or about April 13, 2005, the 2004 Annual Report to Shareholders of Duquesne Light Holdings, Inc. (Holdings) will be distributed to its shareholders. In that report, Holdings reaffirms its 2005 earnings guidance of $90 million to $95 million, or $1.16 to $1.22 per share, from continuing operations. This earnings guidance was previously made in Holdings’ January 31, 2005 earnings release (previously furnished to the SEC on a Form 8-K).
The earnings guidance set forth above is a forward-looking statement, the results of which may materially differ from those implied due to known and unknown risks and uncertainties, some of which are discussed below.
| • | | Cash flow, earnings, earnings growth, capitalization, capital expenditures and dividends will depend on the performance of Holdings’ subsidiaries, and board policy. |
| • | | Demand for and pricing of electricity and landfill gas, changing market conditions and weather conditions could affect earnings levels. |
| • | | Earnings of Holdings’ subsidiary, Duquesne Light Company, (including any POLR margin) will be affected by the number of customers who choose to receive electric generation through POLR III, by our ability to negotiate appropriate terms with suitable generation suppliers, and by the performance of these suppliers. |
| • | | Projected POLR supply requirements will depend on POLR customer retention, which in turn may depend on market generation prices, as well as the marketing efforts of competing generation suppliers. |
| • | | Transmission and distribution rate base and earnings will depend on the ultimate structure of our rate cases, which in turn will be subject to PUC and FERC review and approval. Earnings will also be affected by rate base, equity and allowed return levels. |
| • | | RTO rules and FERC-mandated transmission charges could affect earnings. |
| • | | Changes in electric energy prices could affect earnings as the recorded value of our mark-to-market energy commodity contracts fluctuates. |
| • | | The amount and timing of any debt reduction or refinancing will depend on the availability of cash flows and appropriate replacement or refinancing vehicles. |
| • | | The amount and timing of any securities issuance (debt or equity) will depend on financial market performance. Earnings per share could be impacted by the amount and timing of any equity securities issuance. |
| • | | The credit ratings received from the rating agencies could affect the cost of borrowing, access to capital markets and liquidity. |
| • | | Customer energy demand, fuel costs and plant operations could affect earnings of Holdings’ subsidiary, Duquesne Energy Solutions, LLC. |
| • | | Competition and operating costs could affect earnings and expansion plans in our landfill gas business. |
| • | | The outcome of the shareholder litigation initiated against Holdings may affect performance. |
| • | | Earnings with respect to synthetic fuel operations, landfill gas and affordable housing investments will depend, in part, on the continued viability of, and compliance with the requirements for, applicable federal tax credits. |
| • | | Demand for dark fiber will affect earnings of Holdings’ subsidiary, DQE Communications, LLC. |
| • | | The final resolution of proposed adjustments regarding state income tax liabilities (which could depend on negotiations with the appropriate authorities) could affect financial position, earnings, and cash flows. |
| • | | Overall performance by Holdings 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 Holdings’ SEC filings made to date. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | Duquesne Light Holdings, Inc.
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| | | (Registrant) |
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| Date April 13, 2005 | | /s/ Stevan R. Schott
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| | | (Signature) |
| | | Stevan R. Schott |
| | | Senior Vice President and |
| | | Chief Financial Officer |
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| | | Duquesne Light Company
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| | | (Registrant) |
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| Date April 13, 2005 | | /s/ Stevan R. Schott
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| | | (Signature) |
| | | Stevan R. Schott |
| | | Senior Vice President and |
| | | Chief Financial Officer |
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