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):
March 11, 1999
DQE, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-10290 25-1598483
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Cherrington Corporate Center, Suite 100
500 Cherrington Parkway, Coraopolis, Pennsylvania 15108-3184
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 262-4700
N/A
(Former name or former address, if changed since last report.)
Items 1-4. Not applicable.
Item 5. Other Events.
On March 11, 1999, the U.S. Court of Appeals for the Third Circuit vacated
the October 28, 1998 order of the Federal District Court for the Western
District of Pennsylvania denying Allegheny Energy Inc.'s request for a
preliminary injunction to prevent DQE, Inc., from taking certain actions
prohibited under their now-terminated merger agreement during the pendency of
Allegheny Energy's breach of contract suit against DQE.
The appeals court did not issue an injunction, but rather remanded the case
to the district court for further proceedings to address certain issues,
including whether Allegheny Energy could demonstrate a reasonable likelihood of
success on the merits, before determining whether any injunctive relief is
warranted.
On March 12, 1999, Allegheny Energy filed a motion for a temporary
restraining order with the district court, and a hearing was held that same day.
On March 16, 1999, Allegheny Energy and DQE entered into a consent agreement,
which was approved by the district court on March 18. Pursuant to the consent
agreement, Allegheny Energy and DQE have agreed, among other things, that
pending the consolidated hearing on Allegheny Energy's application for a
preliminary injunction and/or an expedited trial on the merits, both parties
will give each other 10 business days' notice before taking or omitting to take
any action which would prevent the Merger (as defined in the parties' Merger
Agreement dated April 5, 1997) from qualifying for "pooling of interests"
accounting treatment. This would not prevent either party from entering into
any agreement, but would require the 10 business days' notice prior to closing
any transaction which prevents pooling. The consent agreement shall terminate on
September 16, 1999, unless earlier terminated or extended by mutual agreement or
an order of the district court.
DQE continues to believe that Allegheny Energy's breach of contract claim
is entirely without merit in light of the $1 billion disallowance of stranded
costs suffered by Allegheny Energy, which constituted a material adverse effect
under the merger agreement and entitled DQE to terminate it as of October 5,
1998. The Company intends to continue pursuing the implementation of customer
choice under its Pennsylvania Public Utility Commission-approved restructuring
plan, including the generation swap with FirstEnergy Corporation and the
generation asset auction.
Item 6 -9. Not applicable
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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.
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(Registrant)
Date March 19, 1999 /s/Morgan K. O'Brien
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(Signature)
Morgan K. O'Brien
Vice President, Controller
and Treasurer
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