<PAGE>
- -------------------------------------------------------------------------------
PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 18, 1994)
- -------------------------------------------------------------------------------
3,200,000 Shares
DPL Inc.
Common Shares
($0.01 par value)
------------
The Common Shares of DPL Inc. (the "Company") are listed on The New
York Stock Exchange and an application will be made to list
thereon the Common Shares offered hereby ("the Shares").
On March 28, 1994, the last reported sale price of
the Company's Common Shares on The New York
Stock Exchange was $20 3/8.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CON-
TRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public Discount Company (1)(2)
- ------------------------------------------------------------
<S> <C> <C> <C>
Per Share $20.375 $.60 $19.775
- ------------------------------------------------------------
Total (2) $65,200,000 $1,920,000 $63,280,000
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Before deduction of expenses payable by the Company, estimated at
$200,000.
(2) The Underwriters have been granted an option, exercisable within 30 days
after the date of this Prospectus Supplement, to purchase up to 300,000
additional Common Shares from the Company on the same terms per share
solely for the purpose of covering over-allotments, if any. If all of such
additional shares are purchased, the total Price to Public will be
$71,312,500, the total Underwriting Discount will be $2,100,000, and the
total Proceeds to Company will be $69,212,500. See "Underwriting."
------------
The Shares are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to
their right to reject orders in whole or in part. It is expected that the
Shares will be ready for delivery on or about April 5, 1994.
CS First Boston
- -------------------------------------------------------------------------------
The date of this Prospectus Supplement is March 28, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON SHARES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-
COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
UNDERWRITING
The Underwriters named below have severally agreed to purchase from the
Company the following respective numbers of Shares:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ----------- ---------
<S> <C>
CS First Boston Corporation...................................... 1,640,000
Bear, Stearns & Co. Inc.......................................... 80,000
Cowen & Company.................................................. 40,000
Dean Witter Reynolds Inc......................................... 80,000
Donaldson, Lufkin & Jenrette Securities Corporation.............. 80,000
A.G. Edwards & Sons, Inc......................................... 80,000
Fahnestock & Co. Inc............................................. 40,000
Goldman, Sachs & Co.............................................. 80,000
Gruntal & Co., Incorporated...................................... 40,000
Edward D. Jones & Co............................................. 40,000
Kemper Securities, Inc........................................... 40,000
Kidder, Peabody & Co. Incorporated.............................. 80,000
Legg Mason Wood Walker Incorporated.............................. 40,000
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ----------- ---------
<S> <C>
Lehman Brothers Inc.............................................. 80,000
McDonald & Company Securities, Inc............................... 40,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated............... 80,000
Morgan Stanley & Co. Incorporated................................ 80,000
NatWest Securities Limited....................................... 80,000
The Ohio Company................................................. 40,000
Oppenheimer & Co., Inc........................................... 80,000
PaineWebber Incorporated......................................... 80,000
Prudential Securities Incorporated............................... 80,000
Salomon Brothers Inc............................................. 80,000
Smith Barney Shearson Inc........................................ 80,000
Wheat, First Securities, Inc..................................... 40,000
---------
Total........................................................ 3,200,000
=========
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Shares offered hereby if any are purchased.
The Company has been advised by CS First Boston Corporation, as
Representative of the Underwriters, that the Underwriters propose to offer the
Shares to the public initially at the public offering price set forth on the
cover page of this Prospectus Supplement and, through the Representative, to
certain dealers at such price less a concession of $.36 per Share; that the
Underwriters and such dealers may allow a discount of $.10 per Share on sales
to certain other dealers; and that after the initial public offering the public
offering price and concession and discount to dealers may be changed by the
Representative.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, or
contribute to payments which the Underwriters may be required to make in
respect thereof.
The Company has granted to the Underwriters an option, exercisable within 30
days after the date of this Prospectus Supplement, to purchase up to 300,000
additional Common Shares solely for the purpose of covering over-allotments, if
any, at the initial public offering price less the underwriting discount set
forth on the cover page hereof. If the Underwriters exercise this option, each
Underwriter will be committed, subject to certain conditions, to purchase an
additional number of Common Shares proportionate to such Underwriter's initial
commitment.
Certain of the Underwriters have performed investment banking services for
the Company.
S-2
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
3,500,000 Shares
DPL Inc.
Common Shares
($0.01 par value)
------------
DPL Inc. (the "Company") may offer, from time to time, up to 3,500,000 of
its Common Shares (the "Shares"). The Shares will be sold through a
syndicate of underwriters (the "Underwriters"), including and
represented by the Underwriter named below and such other
Underwriters as the Company may determine, all as described in
"Plan of Distribution" herein. The initial public offering
price of the Shares, the underwriting discount and the
proceeds to the Company are set forth in the
accompanying Prospectus Supplement.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------
CS First Boston
- --------------------------------------------------------------------------------
The date of this Prospectus is March 18, 1994.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed with the Securities and Exchange Commission (the
"Commission"), pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), by the Company is incorporated in this Prospectus by
reference: The Annual Report on Form 10-K for the year ended December 31, 1993.
All documents filed by the Company pursuant to Section 13(a) or (c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference into this Prospectus shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained in this Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this Prospectus
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified and superseded, to
constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS (WITHOUT
EXHIBITS, OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH
DOCUMENTS) REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE. WRITTEN OR TELEPHONE REQUESTS FOR SUCH COPIES SHOULD
BE DIRECTED TO MR. THOMAS M. JENKINS, GROUP VICE PRESIDENT AND TREASURER, DPL
INC., P.O. BOX 8825, DAYTON, OHIO 45401 (TELEPHONE 513-259-7140).
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange Act,
and in accordance therewith files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.; and at
the Commission's regional offices located at 500 West Madison Street, 14th
Floor, Chicago, Illinois; and Seven World Trade Center, 14th Floor, New York,
New York. Copies of such material can also be obtained at prescribed rates from
the Public Reference Section of the Commission at its principal office in
Washington, D.C. The Company's Common Shares are listed on the New York Stock
Exchange. Reports and other information filed with the Exchange can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York.
The Company has filed with the Commission a Registration Statement on Form S-
3 under the Securities Act of 1933 with respect to the securities offered
hereby. This Prospectus omits certain information set forth in the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information, reference is made to such Registration Statement including
the exhibits filed therewith.
2
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the information
appearing elsewhere herein and in documents incorporated herein by reference.
THE OFFERING
<TABLE>
<S> <C>
The Company.......................... DPL Inc., a holding company, the principal
subsidiary of which is The Dayton Power
and Light Company ("DP&L"), an electric
and natural gas utility located in West
Central Ohio.
Securities to be Offered (a)(b)...... 3,200,000 Common Shares, $0.01 Par Value
("Shares"); 103,509,998 Common Shares
outstanding as of December 31, 1993.
Use of Proceeds...................... To make a capital contribution to DP&L,
which intends to use the funds, along with
internal funds and short-term borrowings,
to redeem all of the outstanding shares of
its Preferred Stock Series D, E, F, H and
I.
1994 Annualized Dividend
Rate Per Common Share............... $1.18
Book Value Per Common Share--
December 31, 1993(b)................ $10.51
</TABLE>
SELECTED FINANCIAL INFORMATION
(THOUSANDS, EXCEPT PER SHARE AMOUNTS AND PERCENTAGES)
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED DECEMBER 31,
--------------------------------
1993 1992 1991
---------- ---------- ----------
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Utility Service Revenues...................... $1,151,298 $1,017,348 $ 995,581
Interest and Other Income..................... 26,204 21,990 18,990
Total Income.................................. 1,177,502 1,039,338 1,014,571
Net Income.................................... 138,981 138,803 119,210
Earnings Per Common Share (b)(c).............. $1.42 $1.34 $1.15
Cash Dividend Per Common Share (b)............ $1.12 $1.08 $1.08
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1993
----------------------------------
ACTUAL AS ADJUSTED (d)
---------------- ----------------
<S> <C> <C> <C> <C>
CAPITALIZATION:
Long-Term Debt (excluding current portion). $1,102,889 49.2% $1,102,889 49.8%
Preferred Stock
Without Mandatory Redemption Provisions.. 82,850 3.7 22,851 1.0
With Mandatory Redemption Provisions
(excluding current portion)............. 30,000 1.3 0 0.0
Common Shareholders' Equity................ 1,027,332 45.8 1,089,600 49.2
---------- ----- ---------- -----
Total Capitalization................... $2,243,071 100.0% $2,215,340 100.0%
========== ===== ========== =====
</TABLE>
3
<PAGE>
- --------
(a) Does not include 300,000 Common Shares which may be offered in connection
with the exercise by the Underwriters of an over-allotment option.
(b) At December 31, 1993 there were 103,509,998 Common Shares outstanding,
which includes shares held in an Employee Stock Ownership Plan and another
employee plan. Pursuant to applicable accounting standards, 1993 per share
computations exclude Common Shares held in the Plans and are based on
97,727,488 average Common Shares outstanding. Per Common Share amounts for
1991 have been restated to reflect the three-for-two Common Share split
paid in September 1992.
(c) Had the Company issued 3,200,000 Common Shares and DP&L redeemed its
Preferred Stock Series D, E, F, H and I at the beginning of 1993 and
capitalized issuance expenses and premiums, pro forma Earnings Per Common
Share for 1993 would have been $1.45.
(d) As adjusted to reflect the proposed issuance of 3,200,000 Common Shares
(assuming that an Underwriters' over-allotment option is not exercised) at
an assumed price of $20.125 per share and the application of the estimated
proceeds of $62,268,000 (net of estimated Underwriters' discount and
$200,000 of issuance expenses) by DP&L, along with internal cash and/or
short-term borrowings, to the redemption of its Preferred Stock Series D,
E, F, H and I.
4
<PAGE>
THE COMPANY
The Company is a holding company incorporated under the laws of Ohio in 1986.
Its principal subsidiary is The Dayton Power and Light Company ("DP&L"). DP&L
is a public utility incorporated under the laws of Ohio in 1911. Located in
West Central Ohio, DP&L furnishes electric service to an area of approximately
6,000 square miles and furnishes natural gas service to 16 counties. In
addition, DP&L provides steam heating service in downtown Dayton, Ohio. DP&L
serves an estimated population of 1.2 million. Principal industries served
include electrical machinery, automotive and other transportation equipment,
non-electrical machinery, agriculture, paper, and rubber and plastic products.
In 1993, approximately 76% and 21% of the Company's operating revenues were
derived from the sale by DP&L of electric energy and gas, respectively, with
the balance attributable to steam and non-utility revenue.
The Company's principal executive and business office is located at
Courthouse Plaza Southwest, Dayton, Ohio 45402. Its telephone number is (513)
224-6000.
USE OF PROCEEDS
The Company plans to make a capital contribution of the net proceeds from the
sale of the Common Shares, estimated to be $62,268,000, to DP&L, which will use
the funds, along with internal cash and/or short-term borrowings of
approximately $30 million, to redeem all of the outstanding shares of its
Preferred Stock Series D, E, F, H and I.
COMMON SHARE DIVIDENDS
The rate and timing of dividends declared and paid by the Company on its
Common Shares will depend upon the earnings and financial condition of, and
dividend restrictions applicable to, the Company and its subsidiaries,
including DP&L, and upon other factors affecting dividend policy which are not
presently determinable. The current quarterly dividend rate on the Company's
Common Shares is $0.295 per share.
The following table indicates dividends paid per Common Share and reported
high and low sale prices of the Common Shares on the composite tape as reported
by The Wall Street Journal.
<TABLE>
<CAPTION>
PRICE RANGE
---------------
HIGH LOW DIVIDENDS PAID
------- ------- --------------
<S> <C> <C> <C>
1991 First Quarter.............................. $14 $12-3/8 $.27
Second Quarter................................ 14-5/8 13-3/8 .27
Third Quarter................................. 15-1/8 13-3/8 .27
Fourth Quarter................................ 17-3/8 14-5/8 .27
1992 First Quarter.............................. $17-3/8 $15-3/4 $.27
Second Quarter................................ 17-3/8 15-1/2 .27
Third Quarter................................. 19-1/2 17 .27
Fourth Quarter................................ 20 18-3/8 .27
1993 First Quarter.............................. $21-1/4 $19-1/4 $.28
Second Quarter................................ 21 19 .28
Third Quarter................................. 21-7/8 20-3/8 .28
Fourth Quarter................................ 21-5/8 19 .28
1994 First Quarter (through March 11)........... $21-5/8 $19-3/8 $.295
</TABLE>
For a recent sale price of the Common Shares, see the cover of the
accompanying Prospectus Supplement.
5
<PAGE>
The majority of funds required by the Company to operate and to enable it to
pay dividends on its Common Shares are expected to be derived from dividends
paid by DP&L on its Common Stock. Dividends on DP&L's Common Stock may be paid
only after full provision has been made for full cumulative dividends and
sinking fund requirements, if any, on its outstanding Preferred Stock. In
addition, so long as any Preferred Stock is outstanding, DP&L's Amended
Articles of Incorporation contain provisions restricting the payment of cash
dividends on any of its Common Stock if, after giving effect to such dividend,
the aggregate of all such dividends distributed subsequent to December 31, 1946
exceeds the net income of DP&L available for dividends on its Common Stock
subsequent to December 31, 1946, plus $1,200,000. The Supplemental Indentures
under which certain of DP&L's First Mortgage Bonds are outstanding include a
similar limitation. All earnings reinvested in the business of DP&L are
available for Common Stock dividends.
A Credit Agreement between the Company and certain banks requires that the
aggregate assets of DP&L and its subsidiaries (if any) constitute not less than
60% of the total consolidated assets of the Company, and that DP&L maintain
common shareholder's equity (as defined in the Credit Agreement) at least equal
to $550 million. As of December 31, 1993, such assets constituted 96.9% of the
total consolidated assets of the Company, and DP&L's common shareholder's
equity was $1,049,192,685.
The Company has an Automatic Dividend Reinvestment and Stock Purchase Plan
pursuant to which registered owners of its Common Shares and the Preferred
Stock of DP&L may automatically purchase additional Common Shares of the
Company by reinvesting their dividends or making supplemental cash
contributions, or both.
DESCRIPTION OF COMMON SHARES
The authorized capital shares of the Company consist of 250,000,000 Common
Shares, $0.01 par value, of which 103,509,998 were outstanding at December 31,
1993 and 8,000,000 Preferred Shares, without par value. The Board of Directors
may authorize the issuance of the Preferred Shares in series and establish as
to each series the dividend rate, redemption rights, liquidation rights,
sinking fund requirements and conversion rights. No Preferred Shares of the
Company are outstanding and the Company has no plans to issue any Preferred
Shares.
All of the outstanding Common Shares are, and all of the Shares, when issued,
will be, fully paid and non-assessable. Shareholders of the Company do not have
any preemptive or other rights to purchase any Shares or other securities of
the Company.
Subject to the preferential dividend rights and sinking fund provisions of
any Preferred Shares which hereafter may be outstanding, holders of Common
Shares are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available therefor. Upon
liquidation, holders of Common Shares are entitled to receive pro rata all
assets available to shareholders after payment to the holders of any Preferred
Shares of their preferential liquidation amounts.
Holders of Common Shares have and holders of the Shares will have two-thirds
of one preferred share purchase right (a "Right") for each Common Share of the
Company held by them. Each Right, evidenced by and traded with the Common
Shares, when it becomes exercisable, entitles the registered holder to purchase
from the Company one one-hundredth of a Preferred Share, Series A, no par
value, at an exercise price of $66 per one one-hundredth of a share (the
"Purchase Price").
The Rights will separate from the Common Shares and become exercisable
following the earlier to occur of (i) ten days following the date of public
disclosure that a person or group (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding Common Shares or (ii)
ten business days following the commencement of a tender offer or exchange
offer by a person other than the Company to acquire beneficial ownership of 15%
or more of the outstanding Common Shares (the earlier of such dates being
called the "Distribution Date").
6
<PAGE>
In the event a person becomes an Acquiring Person, the Rights would entitle
each holder of a Right to purchase at the Purchase Price, that number of Common
Shares having a market value equal to two times the Purchase Price. In the
event that, following the acquisition of 15% of the Common Shares, the Company
is acquired in a merger or other business combination or more than 50% of its
consolidated assets, earning power or cash flow is sold or otherwise
transferred or disposed of, the Rights would entitle each holder of a Right,
except for Rights held by an Acquiring Person, to purchase, at the Purchase
Price, that number of common shares of the acquiring company having a market
value of two times the Purchase Price. The Company is entitled to redeem or
amend the Rights, subject to certain conditions, prior to the Distribution
Date.
The Rights will expire on December 13, 2001 unless earlier redeemed or
exchanged by the Company. The description and terms of the Rights are set forth
in a Rights Agreement between the Company and The First National Bank of
Boston, as Rights Agent, which is incorporated by reference as Exhibit 4(n) to
the Registration Statement of which this Prospectus constitutes a part, and to
which reference hereby is made.
Holders of Common Shares and Preferred Shares are entitled to one vote per
share upon all matters presented to shareholders. The Board of Directors is
divided into three classes, one of which is elected each year for a term of
three years. Shareholders may cumulate their votes in the election of directors
if notice has been given as provided by Ohio law. A majority of the outstanding
voting power of the Company constitutes a quorum at any meeting for the
election of directors.
The Common Shares are listed on the New York Stock Exchange.
The transfer agent and registrar for the Common Shares is The First National
Bank of Boston, Boston, Massachusetts.
PLAN OF DISTRIBUTION
The Company will sell the Shares to a syndicate of underwriters (the
"Underwriters"), including and represented by CS First Boston Corporation and
such other Underwriters as the Company may determine, all of which will be
named in the Prospectus Supplement for the Shares.
The Prospectus Supplement with respect to the Shares will set forth the terms
of the offering and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
The Shares will be acquired by the Underwriters for their own account and may
be resold at such time or times in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The Company will agree to indemnify the
Underwriters against certain civil liabilities, including liabilities under the
Securities Act. The underwriting agreement will provide that the obligations of
the Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Shares if any are
purchased.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31,
1993 have been so incorporated in reliance on the report of Price Waterhouse,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
7
<PAGE>
The statements as to matters of law and legal conclusions made in the
documents which are incorporated in this Prospectus by reference with respect
to regulation, environmental matters and litigation, and made herein under
"Description of Common Shares" and in the fourth and fifth paragraphs under
"Common Share Dividends," except insofar as such statements specify the amount
of common shareholder's equity, have been reviewed by S. F. Koziar, Jr., Esq.,
Group Vice President and General Counsel of the Company, and have been made in
reliance upon his opinion and upon his authority as an expert. As of January
31, 1994, Mr. Koziar owned 6,380 Common Shares of the Company.
LEGAL OPINIONS
The legality of the Shares has been or will be passed upon for the Company by
Mr. Koziar and by Messrs. Reid & Priest, 40 West 57th Street, New York, N.Y.
10019, and for the Underwriters by Messrs. Baker & Hostetler, 3200 National
City Center, Cleveland, Ohio 44114. In rendering their opinion, Messrs. Reid &
Priest will rely as to matters of Ohio law upon Mr. Koziar.
8
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDER-
WRITER. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OF-
FER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.
-----------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
Underwriting............................................................... S-2
PROSPECTUS
Incorporation of Certain Documents by Reference............................ 2
Available Information...................................................... 2
Prospectus Summary......................................................... 3
The Company................................................................ 5
Use of Proceeds............................................................ 5
Common Share Dividends..................................................... 5
Description of Common Shares............................................... 6
Plan of Distribution....................................................... 7
Experts.................................................................... 7
Legal Opinions............................................................. 8
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
DPL Inc.
3,200,000 Shares
Common Shares
($0.01 par value)
-----------------------------------
PROSPECTUS SUPPLEMENT
-----------------------------------
CS First Boston
LOGO
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
