-----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, DVnpJtx4qyuC0J5qoBITab9eeptFxpr1H9U1FucSdf1NsSdV3zoVqr7rjiy7QSYp lvrqviH6c/3pqwPyKalaaA== 0000912057-00-011522.txt : 20000316 0000912057-00-011522.hdr.sgml : 20000316 ACCESSION NUMBER: 0000912057-00-011522 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000315 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DPL INC CENTRAL INDEX KEY: 0000787250 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311163136 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-40869 FILM NUMBER: 569453 BUSINESS ADDRESS: STREET 1: PO BOX 8825 CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 5132246000 MAIL ADDRESS: STREET 1: PO BOX 8825 CITY: DAYTON STATE: OH ZIP: 45401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DPL INC CENTRAL INDEX KEY: 0000787250 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311163136 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: PO BOX 8825 CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 5132246000 MAIL ADDRESS: STREET 1: PO BOX 8825 CITY: DAYTON STATE: OH ZIP: 45401 SC TO-I/A 1 SC TO-I/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) ------------------------ DPL INC. (Name of Subject Company (issuer) and Filing Person (offeror)) ------------------------ COMMON SHARES, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 233 293 109 (CUSIP Number of Class of Securities) ------------------------ STEPHEN F. KOZIAR, JR. GROUP VICE PRESIDENT AND GENERAL COUNSEL DPL INC. COURTHOUSE PLAZA SOUTHWEST DAYTON, OH 45402 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Person) MARCH 14, 2000 Amount Previously Paid: $115,000 Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- / / Check box if filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: / / third-party tender offer subject to /X/ issuer tender offer subject to Rule 14d-1. Rule 13e-4. / / going-private transaction subject to / / amendment to Schedule 13D under Rule 13e-3. Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: /X/ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 6 to Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on February 4, 2000, as amended on February 10, 2000, February 22, 2000, February 24, 2000 and March 6, 2000, by DPL Inc., an Ohio corporation, in connection with its offer to purchase common shares, par value $.01 per share. DPL offered to purchase up to 25,000,000 shares at a price not in excess of $23.00 nor less than $20.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. DPL's offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 4, 2000 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constituted the offer. All shares tendered and purchased included preferred share purchase rights issued pursuant to a Shareholder Rights Agreement, dated as of December 3, 1991, between DPL and The First National Bank of Boston, as rights agent, and, unless the context otherwise requires, all references to shares include the associated preferred share purchase rights. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby supplemented and amended by adding the following: The Offer expired at 12:00 Midnight, New York City time, on March 3, 2000. The Company accepted a total of 25 million Shares at a purchase price of $23.00 per Share. Following the purchase of the Shares properly tendered in the Offer, the Company has approximately 133 million Shares outstanding. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby supplemented and amended by adding the following: On March 6, 2000, the Company issued a press release announcing the preliminary results of the Offer, a copy of which is filed as Exhibit (a)(5)(xi) hereto. On March 14, 2000, the Company issued a press release announcing the final results of the Offer, a copy of which is filed as Exhibit (a)(5)(xii) hereto and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 is supplemented by adding exhibit (a)(5)(xii)
(a)(1)(i) Offer to Purchase.** (a)(1)(ii) Letter of Transmittal.** (a)(1)(iii) Notice of Guaranteed Delivery.** (a)(1)(iv) Letter to Shareholders from Peter H. Forster, Chairman, and Allen M. Hill, President and CEO of DPL, dated February 4, 2000.** (a)(1)(v) Letter to Participants in the DPL Inc. Employee Stock Ownership Plan from Peter H. Forster, Chairman, and Allen M. Hill, President and CEO of DPL, dated February 4, 2000.** (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(5)(ii) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(5)(iii) Letter to Participants in the DPL Inc. Employee Stock Ownership Plan for use by the trustee of such plan.** (a)(5)(iv) Letter to Participants in The Dayton Power and Light Company Savings Plans for use by the trustee of such plans.** (a)(5)(v) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.** (a)(5)(vi) Press Release dated February 2, 2000.** (a)(5)(vii) Summary Advertisement dated February 4, 2000.**
(a)(5)(viii) Pages I-14 and I-15 and Exhibit 13 of DPL's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (incorporated by reference to DPL's Annual Report on Form 10-K filed with the Commission on March 30, 1999).* (a)(5)(ix) Pages 1 through 7, inclusive, of DPL's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (incorporated by reference to DPL's Quarterly Report on Form 10-Q filed with the Commission on November 15, 1999).* (a)(5)(x) Press Release dated February 24, 2000.** (a)(5)(xi) Press Release dated March 6, 2000.** (a)(5)(xii) Press Release dated March 14, 2000. (b)(i) Securities Purchase Agreement, by and among DPL, DPL Capital Trust I, Dayton Ventures LLC and Dayton Ventures, Inc., dated as of February 1, 2000 and certain exhibits thereto.** (b)(ii) Amendment to Securities Purchase Agreement, dated February 24, 2000, among DPL, DPL Capital Trust I, Dayton Ventures LLC and Dayton Ventures, Inc.** (c) Not required. (d) See exhibits (b)(i) and (b)(ii) above. (e) Not required. (f) Not required. (g) Not applicable. (h) Not applicable.
- ------------------------ * Information incorporated by reference is available to the public at the website maintained by the Commission at http://www.sec.gov. ** Previously filed. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 14, 2000 DPL INC. By: /s/ STEPHEN F. KOZIAR, JR. ----------------------------------------- Name: Stephen F. Koziar, Jr. TITLE: GROUP VICE PRESIDENT AND GENERAL COUNSEL
2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - --------------------- ----------- (a)(1)(i) Offer to Purchase.** (a)(1)(ii) Letter of Transmittal.** (a)(1)(iii) Notice of Guaranteed Delivery.** (a)(1)(iv) Letter to Shareholders from Peter H. Forster, Chairman, and Allen M. Hill, President and CEO of DPL, dated February 4, 2000.** (a)(1)(v) Letter to Participants in the DPL Inc. Employee Stock Ownership Plan from Peter H. Forster, Chairman, and Allen M. Hill, President and CEO of DPL, dated February 4, 2000.** (a)(2) Not applicable. (a)(3) Not applicable. (a)(4) Not applicable. (a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(5)(ii) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.** (a)(5)(iii) Letter to Participants in the DPL Inc. Employee Stock Ownership Plan for use by the trustee of such plan.** (a)(5)(iv) Letter to the Participants in The Dayton Power and Light Company Savings Plans for use by the trustee of such plans.** (a)(5)(v) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.** (a)(5)(vi) Press Release dated February 2, 2000.** (a)(5)(vii) Summary Advertisement dated February 4, 2000.** (a)(5)(viii) Pages I-14 and I-15 and Exhibit 13 of DPL's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (incorporated by reference to DPL's Annual Report on Form 10-K filed with the Commission on March 30, 1999).* (a)(5)(ix) Pages 1 through 7, inclusive, of DPL's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (incorporated by reference to DPL's Quarterly Report on Form 10-Q filed with the Commission on November 15, 1999).* (a)(5)(x) Press Release dated February 24, 2000.** (a)(5)(xi) Press Release dated March 6, 2000.** (a)(5)(xii) Press Release dated March 14, 2000. (b)(i) Securities Purchase Agreement, by and among DPL, DPL Capital Trust I, Dayton Ventures LLC and Dayton Ventures, Inc., dated as of February 1, 2000 and certain exhibits thereto.** (b)(ii) Amendment to Securities Purchase Agreement, dated February 24, 2000, by and among DPL, DPL Capital Trust I, Dayton Ventures LLC and Dayton Ventures, Inc.** (c) Not required. (d) See exhibits (b)(i) and (b)(ii) above. (e) Not required. (f) Not required. (g) Not applicable. (h) Not applicable.
- ------------------------ * Information incorporated by reference is available to the public at the website maintained by the Commission at http://www.sec.gov. ** Previously filed 3 EX-99.A5XII 2 EX-99.A.5.XII FOR IMMEDIATE RELEASE CONTACT (937) 224-5940 DPL INC. ANNOUNCES FINAL RESULTS OF SELF-TENDER OFFER DAYTON, OHIO, March 14, 2000 - DPL Inc. (NYSE: DPL) today announced the final results of its Dutch Auction self-tender offer. Based on the final count by EquiServe, Inc., the depositary for the offer, DPL accepted for purchase 25 million shares, or 16% of its common stock, at a price of $23.00 per share. According to the depositary, approximately 28 million shares, or 18% of its outstanding shares, were properly tendered and not withdrawn at prices at or below $23.00 per share. Therefore, the buyback was prorated and DPL has been informed by the depositary that the final proration factor for the offer is 91.3%. DPL commenced the self-tender offer for up to 25 million shares of its common stock on February 2, 2000, and the offer expired at 12:00 midnight, New York City time, on Friday, March 3, 2000. Payment for the shares accepted in the offer and return of the shares not accepted for purchase will be made promptly by EquiServe, Inc. Following the purchase of the shares through the tender offer, DPL has approximately 133 million shares of common stock outstanding. Funding for the stock repurchase was obtained in part from a $550 million investment from Kohlberg Kravis Roberts & Co., which closed on March 13, 2000, and $425 million from the sale of 8.25% Senior Notes due 2007, which closed on February 24, 2000. As noted in DPL's Offer to Purchase, the Company may in the future purchase up to 6.6 million additional shares. The method, timing and financing of such purchases have not yet been decided. The dealer manager for the offer was Credit Suisse First Boston. The information agent was Georgeson Shareholder Communications Inc. - MORE - 2/2/2/2 This report contains certain forward-looking statements regarding plans and expectations for the future. Investors are cautioned that actual outcomes and results may vary materially from those projected due to various factors beyond the Company's control. These risks and uncertainties are further discussed in the Company's Form 10-K for the fiscal year ended December 31, 1999, which has been filed with the Securities and Exchange Commission and is available through the EDGAR system without charge at its website, WWW.SEC.GOV. - # # # - DPL IS A DIVERSIFIED ENERGY COMPANY SUPPLYING ENERGY AND ENERGY SERVICES TO CUSTOMERS IN THE MIDWEST THROUGH ITS SUBSIDIARIES, THE DAYTON POWER AND LIGHT COMPANY AND DPL ENERGY. DAYTON POWER AND LIGHT COMPANY IS A DIVERSIFIED ENERGY COMPANY, GENERATING ELECTRICITY FOR OVER 500,000 RETAIL CUSTOMERS AND DISTRIBUTING NATURAL GAS TO MORE THAN 300,000 CUSTOMERS IN OHIO. -----END PRIVACY-ENHANCED MESSAGE-----