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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 11-K
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[ X ] ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended
December 31, 1993
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission File Number 1-9052
A. Full title of plan and the address of plan, if different
from that of named issuer below:
THE DAYTON POWER AND LIGHT COMPANY
EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
DPL INC.
Courthouse Plaza S.W.
Dayton, Ohio 45402
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Report of Independent Accountants
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To the Operating Committee of The Dayton Power and Light Company and
the Members of The Dayton Power and Light Company Employee Savings
Plan:
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of The Dayton Power and Light Company Employee Savings Plan at December 31,
1993 and 1992, and the changes in its net assets available for benefits for
each of the three years in the period ended December 31, 1993, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the plan's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Price Waterhouse
Dayton, Ohio
June 15, 1994
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<TABLE>
<CAPTION>
The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Statement of Net Assets Available for Benefits
December 31,
1993 1992
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Assets
------
<S> <C> <C>
Investments at fair value (Note 3):
Guaranteed Investment Contracts $ $3,164,541
DPL Inc. Common Stock Fund 2,028,336
Short-term Investments and Cash 3,383,247 2,332,023
IDS Collective Income Fund 1,846,354 1,212,075
IDS Research 150 Fund 2,291,430 1,147,924
IDS Mutual Fund 2,946,149 1,224,434
IDS Cash Management Fund 134,758 81,340
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Total Investments 12,630,274 9,162,337
Receivables:
Accrued Contributions 105,299 73,103
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Net Assets Available for Benefits $12,735,573 $9,235,440
=========== ==========
</TABLE>
(The accompanying notes are an integral part of the financial statements.)
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<TABLE>
<CAPTION>
The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Statement of Changes in Net Assets
Available for Benefits
Year Ended December 31,
------------------------------------
1993 1992 1991
---------- ---------- ----------
<S> <C> <C> <C>
Investment income (Note 4):
Interest Earned $ 265,700 $ 439,073 $ 521,354
Investment Earnings 404,038 216,636
Dividends 76,102
Net Appreciation in Fair Value
of Investments 258,735 34,293
Net Realized Gain on Investments 16,902 1,250
----------- ---------- ----------
1,021,477 691,252 521,354
Employee contributions (Note 6) 2,701,444 1,739,111 1,315,181
Transfers to Plan (Note 6) 31,880
----------- ---------- ----------
Total additions 3,754,801 2,430,363 1,836,535
Benefits paid to participants (Note 9) (254,668) (435,330) (193,110)
----------- ---------- ----------
Net increase 3,500,133 1,995,033 1,643,425
Net assets available for benefits:
Beginning of year 9,235,440 7,240,407 5,596,982
----------- ---------- ----------
End of year $12,735,573 $9,235,440 $7,240,407
=========== ========== ==========
</TABLE>
(The accompanying notes are an integral part of the financial statements.)
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The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Notes to Financial Statements
December 31, 1993 and 1992
Note 1 - Plan Description:
- - -------------------------
The Dayton Power and Light Company Employee Savings Plan (the Plan), effective
January 1, 1985, as amended, was established by the Board of Directors of The
Dayton Power and Light Company (the Company) to provide eligible non-union
employees of the Company and certain affiliated companies with a 401(k) Plan.
An eligible employee may execute a salary deferral agreement directing the
Company to contribute to the Plan on behalf of the employee, subject to certain
limitations, a fixed dollar amount per pay period (in multiples of $25)
representing at least 1% of regular compensation. In addition, the participant
may contribute up to 100% of certain quality performance awards received. All
employee contributions to the Plan are 100% vested. Though there are no
contributions by the Company under the Plan, the Company may match employee
contributions made to the Plan on or after January 1, 1993, with shares of
stock in the Company's parent, DPL Inc., held in the Employee Stock Ownership
Plan (ESOP) of DPL Inc. adopted on October 8, 1992. In general, benefit
payments are made in a lump sum distribution on the first to occur of the
participant's termination of employment, at the participant's death, or April 1
of the calendar year following the calendar year in which the participant
attains age 70 1/2.
The Plan was amended November 1, 1992 to coordinate the Plan with the employer
matching opportunity in the ESOP. The Dayton Power and Light Company Employee
Savings Trust (Trust) was amended effective January 1, 1992, to provide four
investment options replacing the Guaranteed Investment Contract (GIC)
investment option. Investment option participants may elect to invest their
contributions in the IDS Cash Management Fund, the IDS Collective Income Fund,
the IDS Mutual Fund and/or the IDS Research 150 Fund. The Trust was also
revised November 1, 1992, to add an option to invest in a DPL Inc. common stock
fund effective January 1, 1993.
The following is a brief description of the available Funds:
Guaranteed Investment Contracts (GICs) are an "income" type of investment that
is managed to protect principal from loss while maintaining a steady rate of
return. A GIC is a contract with an insurance company that pays a fixed rate
of return on an investment and returns the principal upon maturity of the
contract.
The IDS Cash Management Fund is a money market fund. This Fund has three main
goals: conservation of capital, constant liquidity, and the highest possible
current income consistent with these objectives. Capital growth is not an
objective.
The IDS Collective Fund is in the "income" category of funds. This Fund is
managed to help protect principal from loss while seeking an attractive, steady
rate of return. This Fund invests in GICs, Bank Investment Contracts and
short-term investments.
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The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 1 - Plan Description: - Continued
- - -------------------------
The IDS Mutual Fund is a growth and income fund. The Fund focus is on balanced
growth from debt and equity securities of medium to large, well-established
companies that offer long-term capital appreciation and income from dividends
and interest.
The IDS Research 150 Fund is a growth and income fund. The Fund focus is on
equity securities of about 150-200, well-established U.S. companies that offer
long-term capital appreciation and income from dividends and interest.
The DPL Inc. Common Stock Fund is an investment Fund in which the only equity
security held is DPL Inc. common shares. This Fund is offered to allow
employees the opportunity to participate directly in the success of the Company
through ownership of DPL Inc. common shares. The objective for this Fund is
the growth of capital through both appreciation and current dividend income.
Note 2 - Summary of Significant Accounting Policies:
- - ---------------------------------------------------
Basis of Accounting
- - ------------------
The financial statements of the Plan have been prepared on the accrual basis of
accounting.
Investment Valuation
- - --------------------
Investments are valued using quoted market prices except for GIC's, which are
valued at contract value. Contract value represents contributions made, plus
interest at the contract rate.
Income Taxes
- - ------------
The Plan is exempt from federal income tax purposes as a qualified employee
benefit plan under Sections 401(a) and 501(a) of the Internal Revenue Code; the
Plan received a determination letter from the Internal Revenue Service (IRS)
dated July 23, 1993, indicating that the Plan is so qualified for amendments
through that date.
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The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 3 - Investments:
- - --------------------
The following table presents the fair value and cost of investments held by the
Plan at December 31, 1993 and 1992. Investments that represent five percent or
more of the Plan's net assets are separately identified.
<TABLE>
<CAPTION>
December 31, 1993
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Number of Shares Fair Value Cost
---------------- ---------- -----------
<S> <C> <C> <C>
DPL Inc. Common Stock Fund 192,369 $ 2,028,336 $ 1,976,679
Short-term Investments and Cash 3,383,247 3,383,247
IDS Collective Income Fund 134,037 1,846,354 1,846,839
IDS Research 150 Fund 144,789 2,291,430 2,137,608
IDS Mutual Fund 236,392 2,946,149 2,892,408
IDS Cash Management Fund 134,758 134,758
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$12,630,274 $12,371,539
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1992
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Number of Shares Fair Value Cost
---------------- ---------- ----------
<S> <C> <C> <C>
Guaranteed Investment Contract,
Metropolitan Life, 8.38%, due
1-1-94 $3,164,541 $3,164,541
Short-term Investments and Cash 2,332,023 2,332,023
IDS Collective Income Fund 93,251 1,212,075 1,212,028
IDS Research 150 Fund 79,789 1,147,924 1,083,525
IDS Mutual Fund 102,172 1,224,434 1,254,587
IDS Cash Management Fund 81,340 81,340
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$9,162,337 $9,128,044
========== ==========
</TABLE>
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The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 4 - Investment Income:
- - --------------------------
The following table details the $1,021,477 and $691,252 investment income
related to the Plan's investments for years ended December 31, 1993 and 1992,
respectively.
<TABLE>
<CAPTION>
Year Ended December 31, 1993
--------------------------------------------------------
Net
Interest Investment Appreciation Realized
Earned Earnings Dividends in Fair Value Gains
-------- ---------- --------- ------------- --------
<S> <C> <C> <C> <C> <C>
Guaranteed Invest. Contracts $262,913
DPL Inc. Common Stock Fund $76,102 $ 51,657 $ 2,977
IDS Collective Income Fund $102,340 (485) 514
IDS Research 150 Fund 41,498 153,822 6,302
IDS Mutual Fund 260,200 53,741 7,109
IDS Cash Management Fund 2,787
-------- -------- ------- -------- -------
$265,700 $404,038 $76,102 $258,735 $16,902
======== ======== ======= ======== =======
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1992
--------------------------------------------------
Net
Interest Investment Appreciation Realized
Earned Earnings in Fair Value Gains
-------- ---------- ------------- --------
<S> <C> <C> <C> <C>
Guaranteed Invest. Contracts $439,073
IDS Collective Income Fund $ 69,455 $ 46 $ 662
IDS Research 150 Fund 19,654 64,401 (60)
IDS Mutual Fund 127,527 (30,154) 648
-------- -------- -------- ------
$439,073 $216,636 $ 34,293 $1,250
======== ======== ======== ======
</TABLE>
Note 5 - Priorities Upon Termination of The Plan:
- - ------------------------------------------------
Although the Company expects that the Plan will be permanent, it reserves the
right to discontinue or terminate the Plan at any time. If the Plan should be
terminated, in whole or in part, participants will be entitled to withdraw the
full value of their accounts, to the extent allowed by law.
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The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 6 - Contributions:
- - ----------------------
Employee contributions withheld by the Company are paid into the Plan within
ten days of the related payroll deductions.
The following table provides a detailed listing of employee contributions
presented in the Statement of Changes in Net Assets Available for Benefits.
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1993 December 31, 1992
----------------- -----------------
<S> <C> <C>
Guaranteed Investment Contract $ - $ 9,346
DPL Inc. Common Stock Fund 1,003,567 -
IDS Collective Income Fund 296,905 532,855
IDS Research 150 Fund 606,490 602,785
IDS Mutual Fund 716,206 538,405
IDS Cash Management Fund 46,080 55,720
Net Accrued Contributions 32,196 -
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$2,701,444 $1,739,111
========== ==========
</TABLE>
In 1993, there were transfers of $31,880 between the Employee Savings Plan for
Collective Bargaining Employees and the Employee Savings Plan for Non-Union
Employees. These transfers reflect the movement of savings for employees who
have moved between Union and Non-Union status.
Note 7 - Administrative Expenses:
- - --------------------------------
The Plan is administered by the Company, without charge to the Plan, and
trusteed by IDS Trust. All fees incurred in the administration of the Plan and
the trust fund are borne by the Company, including the trustee's compensation
and expenses and any broker's fees incurred by the trust.
Note 8 - Change in Trustee:
- - --------------------------
Effective January 1, 1992, IDS Trust, a division of the IDS Bank and Trust, was
appointed trustee of the Plan by the Company, superseding the previous trustee,
Society Bank.
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The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 9 - Benefits:
- - -----------------
In 1991, the Plan changed its method of accounting for benefit obligations to
persons who have withdrawn from participation in the Plan. In order to comply
with guidance for accounting and disclosure requirements for employee benefit
plans, the Statement of Net Assets available for Benefits does not include
benefit obligations payable. Benefit obligations due to persons who have
withdrawn from participation in the Plan are $10,074 at December 31, 1993.
These amounts are reflected as liabilities in the Plan's Form 5500.
The following table provides a detailed listing of benefits paid to
participants in the year ended December 31, 1993 and 1992.
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1993 December 31, 1992
----------------- -----------------
<S> <C> <C>
Guaranteed Investment Contract $ 47,556 $270,786
DPL Inc. Common Stock Fund 40,474 -
IDS Collective Income Fund 32,605 117,300
IDS Research 150 Fund 77,544 23,854
IDS Mutual Fund 46,807 19,334
IDS Cash Management Fund 9,682 4,056
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$254,668 $435,330
======== ========
</TABLE>
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<TABLE>
<CAPTION>
Schedule I
----------
The Dayton Power and Light Company
Employee Savings Plan for Non-Union Employees
Statement of Assets Held for Investment Purposes at December 31, 1993
Number of
Shares Fair Value Cost
--------- ------------ -----------
<S> <C> <C> <C>
DPL Inc. Common Stock Fund 192,369 $ 2,028,336 $ 1,976,679
Short-term Investment and Cash 3,383,247 3,383,247
IDS Collective Income Fund 134,037 1,846,354 1,846,839
IDS Research 150 Fund 144,789 2,291,430 2,137,608
IDS Mutual Fund 236,392 2,946,149 2,892,408
IDS Cash Management Fund 134,758 134,758
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$12,630,274 $12,371,539
=========== ===========
</TABLE>
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<TABLE>
<CAPTION>
Schedule II
-----------
The Dayton Power and Light Company
Employee Savings Plan For Non-Union Employees
Transactions or Series of Transactions in Excess of 5%
of the Value of the Plan's Net Assets Available for Benefits
For the Year Ended December 31, 1993
Number of
Identity of Party Involved Purchased Sold Cost Gain/(Loss) Transactions
- - -------------------------- --------- --------- --------- ----------- ------------
$ $ $ $
<S> <C> <C> <C> <C> <C>
DPL Inc. Common Stock Fund* 2,041,681 - - - 70
- 67,978 65,002 2,976 16
IDS Mutual Fund 1,808,686 - - - 62
- 147,824 142,520 5,304 32
IDS Research 150 Fund 1,168,055 - - - 56
- 184,676 172,832 11,844 35
IDS Collective Income Fund 888,573 - - - 50
- 254,326 253,806 520 46
Guaranteed Investment - 3,427,454 3,427,454 - 13
Contract, Metropolitan
8.38%, 01/01/94
</TABLE>
*Party in Interest
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SIGNATURES
The Plan.
- - --------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Operating Committee has duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
The Dayton Power and Light Company
Employee Savings Plan
----------------------------------
(Name of Plan)
Date June 29, 1994 By Thomas M. Jenkins
------------------ -------------------------------
Thomas M. Jenkins
Member of Plan's Administrative
Committee
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