<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DPL INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1163136
(State of Incorporation) (IRS Employer Identification No.)
Courthouse Plaza SW, Dayton, Ohio 45402
(Address of principal executive office) (Zip Code)
THE DAYTON POWER AND LIGHT COMPANY
SAVINGS PLAN FOR COLLECTIVE BARGAINING EMPLOYEES
(Full title of the plan)
Stephen F. Koziar, Jr., Esq.
DPL Inc.
Courthouse Plaza SW
Dayton, Ohio 45402
(Name and address of agent for service)
(513) 224-6000
(Telephone number, including area code, of agent for service)
Copies to:
Richard J. Chernesky, Esq.
Chernesky, Heyman & Kress
1100 Courthouse Plaza SW
Dayton, Ohio 45402
<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registration
to be registered price per offering fee
registered share (1) price (1)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, 350,000
$.01 par value (2) Shares $22.6875 $7,940,625 $2,738.15
- ------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) and based on the average of the
reported high and low sale prices of DPL Inc. Common Shares on the
New York Stock Exchange on September 27, 1995.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered
under Registration Statement No. 33-53964 on Form S-8.
<PAGE>
The contents of the Registration Statement on Form S-8 File Number 33-53964,
filed on October 30, 1992, are incorporated herein by reference.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dayton, State
of Ohio, on September 26, 1995.
DPL INC.
By /s/ Peter H. Forster
-----------------------
Peter H. Forster
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints P.H. Forster, A.M. Hill and
T.M. Jenkins and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities (including his
capacity as a Director and/or Officer of DPL Inc.), to sign any or all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ Tom Danis
--------------- Director September 26, 1995
(T. J. Danis)
---------------- Director
(J. F. Dicke, II)
-2-
<PAGE>
Signatures Title Date
/s/ P. H. Forster
----------------- Chairman, Director September 26, 1995
(P. H. Forster) and President (principal
executive officer)
----------------- Director
(E. Green)
----------------- Director
(J. G. Haley)
/s/ A. M. Hill
----------------- Director September 26, 1995
(A. M. Hill)
----------------- Director
(W A. Hillenbrand)
/s/ D. R. Holmes
----------------- Director September 26, 1995
(D. R. Holmes)
/s/ T. M. Jenkins
----------------- Group Vice President September 26, 1995
(T. M. Jenkins) and Treasurer (principal
financial and accounting
officer)
/s/ B. R. Roberts
----------------- Director September 26, 1995
(B. R. Roberts)
The Plan. Pursuant to the requirements of the Securities Act
of 1933, The Dayton Power and Light Company Savings Plan for Collective
Bargaining Employees has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Dayton, State of Ohio, on September 26, 1995.
THE DAYTON POWER AND LIGHT COMPANY
SAVINGS PLAN FOR COLLECTIVE
BARGAINING EMPLOYEES
/s/ Thomas M. Jenkins
By -------------------------------
Thomas M. Jenkins
Member, Operating Committee
-3-
<PAGE>
EXHIBIT INDEX
The following exhibits have been filed with the Securities and
Exchange Commission and are incorporated herein by reference:
Incorporation by Reference
4(a) Copy of Amended Exhibit 3 to Report on Form
Articles of Incorporation 10-K for year ended
of DPL Inc. dated December 31, 1991
January 4, 1991, (File No. 1-9052)
and amendment dated
December 3, 1991.............
4(b) Copy of Amendment dated Exhibit 3(b) to Report on
April 20, 1993 to DPL Form 10-K for the year
Inc.'s Amended Articles ended December 31, 1993
of Incorporation............. (File No. 1-9052)
4(c) Copy of Code of Exhibit D to 1986 Proxy
Regulations of DPL Inc. Statement dated March 7, 1986
dated January 6, 1986........ (File No. 1-2385)
4(d) Copy of Composite Exhibit 4(a) to Report on
Indenture dated as of Form 10-K for year ended
October 1, 1935, December 31, 1985 (File
between DP&L and Irving No. 1-2385)
Trust Company, Trustee
with all amendments through
the Twenty-Ninth Supplemental
Indenture....................
4(e) Copy of the Thirtieth Exhibit 4(h) to The Dayton
Supplemental Indenture Power and Light Company's
dated as of March 1, 1982, Registration Statement on
between DP&L and Irving Form S-3 (File
Trust Company, Trustee....... No. 33-53906)
4(f) Copy of the Thirty-First Exhibit 4(h) to The Dayton
Supplemental Indenture Power and Light Company's
dated as of November 1, 1982, Registration Statement on
between DP&L and Irving Form S-3 (File No. 33-56162)
Trust Company, Trustee.......
4(g) Copy of the Thirty-Second Exhibit 4(i) to The Dayton
Supplemental Indenture Power and Light Company's
dated as of November 1, 1982, Registration Statement on
between DP&L and Irving Form S-3 (File No. 33-56162)
Trust Company, Trustee.......
-4-
<PAGE>
Incorporation by Reference
4(h) Copy of the Thirty-Third Exhibit 4(e) to Report on
Supplemental Indenture Form 10-K for year ended
dated as of December 1, 1985, December 31, 1985 (File
between DP&L and Irving Trust No. 1-2385)
Company, Trustee.............
4(i) Copy of the Thirty-Fourth Exhibit 4 to Report on Form
Supplemental Indenture 10-Q for quarter ended
dated as of April 1, 1986, June 30, 1986 (File No. 1-2385)
between DP&L and Irving Trust
Company, Trustee.............
4(j) Copy of the Thirty-Fifth Exhibit 4(h) to Report on
Supplemental Indenture Form 10-K for year ended
dated as of December 1, 1986, December 31, 1986 (File
between DP&L and Irving Trust No. 1-9052)
Company, Trustee.............
4(k) Copy of the Thirty-Sixth Exhibit 4(i) to The Dayton
Supplemental Indenture Power and Light Company's
dated as of August 15, 1992, Registration Statement on
between DP&L and The Bank of Form S-3 (File No. 33-53906)
New York, Trustee............
4(l) Copy of the Thirty-Seventh Exhibit 4(j) to The Dayton
Supplemental Indenture dated Power and Light Company's
as of November 15, 1992, Registration Statement on
between the Company and The Form S-3 (File No. 33-56162)
Bank of New York, Trustee....
4(m) Copy of the Thirty-Eighth Exhibit 4(k) to The Dayton
Supplemental Indenture dated Power and Light Company's
as of November 15, 1992, Registration Statement on
between the Company and The Form S-3 (File No. 33-56162)
Bank of New York, Trustee....
4(n) Copy of the Thirty-Ninth Exhibit 4(k) to The Dayton
Supplemental Indenture dated Power and Light Company's
as of January 15, 1993, Registration Statement on
between the Company and The Form S-3 (File No. 33-57928)
Bank of New York, Trustee....
-5-
<PAGE>
Incorporation by Reference
4(o) Copy of the Fortieth Exhibit 4(m) to Report on
Supplemental Indenture Form 10-K for the year
dated as of February 15, 1993, ended December 31, 1992
between the Company and The (File No. 1-2385)
Bank of New York, Trustee....
4(p) Copy of the Indenture Exhibit 4 to Report on Form
dated as of August 1, 1986, 10-Q for quarter ended
between DP&L and Morgan September 30, 1986 (File
Guaranty Trust Company of No. 1-2385)
New York, Trustee............
4(q) Copy of the Credit Agreement Exhibit 4(k) to DPL Inc.'s
dated as of November 2, 1989, Registration Statement on
between DPL Inc., The Bank of Form S-3 (File No. 33-32348)
New York, as agent, and the
Banks named therein..........
4(r) Copy of Rights Agreement Exhibit 4 to Report on Form
dated as of December 3, 1991, 8-K dated December 3, 1991
between DPL Inc. and The First (File No. 1-9052)
National Bank of Boston, as
rights agent.................
4(s) Copy of Certificate of Exhibit to Amendment No. 1
Adjustment dated to DPL Inc.'s Registration
August 20, 1992, Statement on Form 8-A dated
pursuant to Rights December 3, 1991 (File
Agreement.................... No. 1-9052)
4(t) Copy of The Dayton Power Exhibit 4(a) to DPL Inc.'s
and Light Company Savings Registration Statement on
Plan for Collective Bargaining Form S-8 filed October 30, 1992
Employees, effective (File No. 33-53964)
December 1, 1986, with
First Amendment effective
January 1, 1988, Second Amendment
effective December 15, 1989,
Third Amendment effective
January 1, 1992 and form of
Fourth Amendment effective
November 1, 1992...............
-6-
<PAGE>
Incorporation by Reference
4(u) Copy of The Dayton Power Exhibit 4(b) to DPL Inc.'s
and Light Company Savings Registration Statement on
Trust for Collective Form S-8 filed October 30, 1992
Bargaining Employees, (File No. 33-53964)
effective December 1, 1986,
with First Amendment effective
January 1, 1992 and form of
Second Amendment effective
November 1, 1992...............
5(a) Pursuant to Item 8(a) of
Form S-8, an opinion as to
the legality of the DPL Inc.
Common Shares offered under
The Dayton Power and Light
Company Savings Plan for
Collective Bargaining Employees
(the "Plan") is not required
as such securities are not
original issuance securities.
5(b) Copy of the Internal Revenue Exhibit 5(b) to DPL Inc.'s
Service determination letter Registration Statement on
that the Plan is qualified Form S-8 filed October 30, 1992
under Section 401 of the (File No. 33-53964)
Internal Revenue Code.........
The following exhibits are filed herewith:
Page
23 Consent of Price 8
Waterhouse
24 Power of Attorney set
forth on signature page
of registration
statement.
-7-
<PAGE>
Exhibit 23
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 1995, which appears on
page 27 of the 1994 Annual Report to Shareholders of DPL Inc., which is
incorporated by reference in DPL Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page II-2 of such Annual Report on Form 10-K. We also consent to the
incorporation by reference in the Registration Statement of our report dated
June 12, 1995 appearing on page 2 of the Annual Report of the Dayton Power
and Light Employee Savings Plan for Collective Bargaining Employees on
Form 11-K for the year ended December 31, 1994.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Dayton, Ohio
September 29, 1995
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