Registration No. 333-09263
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DUQUESNE LIGHT HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 25-1598483 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
411 Seventh Avenue
Pittsburgh, PA 15219
(412) 393-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Performance Incentive Program for DQE, Inc. and Subsidiaries
(Full Title of the Plan)
Morgan K. O’Brien
President and Chief Executive Officer
411 Seventh Avenue
Pittsburgh, PA 15219
(412) 393-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
EXPLANATORY NOTE
The Registration Statement on Form S-8 (Registration No. 333-09263) (the “Registration Statement”) of Duquesne Light Holdings, Inc. (“Holdings”), pertaining to the registration of certain shares of Holdings’ common stock, no par value (“Holdings Common Stock”), issuable to eligible employees of Holdings and subsidiaries under the Performance Incentive Program for DQE, Inc. and Subsidiaries, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on July 31, 1996.
Holdings, DQE Holdings LLC (“Parent”), and DQE Merger Sub Inc. (“Merger Sub”), entered into an Agreement and Plan of Merger dated as of July 5, 2006, that provides for, among other things, the merger of Merger Sub with and into Holdings with Holdings surviving as a wholly owned subsidiary of Parent and the conversion of each outstanding share of Holdings Common Stock into the right to receive $20.00 to the holder in cash, without interest (subject to applicable withholding taxes) (the “Merger”). The Merger is expected to become effective May 31, 2007.
In connection with the Merger, Holdings has terminated all offerings of Holdings Common Stock pursuant to its existing registration statements, including the Registration Statement. Accordingly, Holdings hereby removes from registration all shares of Holdings Common Stock registered under the Registration Statement which remain unsold as of the date hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
| Exhibit No. | Description | |
| 24.1 | Power of Attorney. |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 30th day of May, 2007.
| DUQUESNE LIGHT HOLDINGS, INC. | ||
| By: | /s/ Morgan K. O’Brien | |
| Morgan K. O’Brien | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated:
Signature | Title | Date | ||
/s/ Morgan K. O’Brien Morgan K. O’Brien | President, Chief Executive Officer and Director | May 30, 2007 | ||
/s/ Mark E. Kaplan Mark E. Kaplan | Senior Vice President and Chief Financial Officer | May 30, 2007 | ||
/s/ Susan S. Betta Susan S. Betta | Controller (Principal Accounting Officer) | May 30, 2007 | ||
* Pritam M. Advani | Director | |||
* Doreen E. Boyce | Director | |||
* Robert P. Bozzone | Director | |||
* Charles C. Cohen | Director | |||
* Sigo Falk | Director | |||
* Joseph C. Guyaux | Director | |||
* David M. Kelly | Director | |||
* John D. Turner | Director | |||
*/s/Mark E. Kaplan | Attorney-in-Fact | May 30, 2007 | ||
Pursuant to the requirements of the Securities Act, the undersigned Plan Administrator of the Performance Incentive Program for DQE, Inc. and Subsidiaries has duly caused this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 30th day of May, 2007.
| PERFORMANCE INCENTIVE PROGRAM FOR DQE, INC. AND SUBSIDIARIES | ||
| By: | /s/ Mark E. Kaplan | |
| Mark E. Kaplan, Senior Vice President and Chief Financial Officer of Duquesne Light Holdings, Inc. | ||
