SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DPL INC.
(Exact name of registrant as specified in its charter)
Ohio 31-1163136
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Courthouse Plaza S.W.
Dayton, Ohio 45402
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ________________ (if applicable).
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 is amended by adding the following three paragraphs and
the attached exhibit:
On December 2, 1997, the Board of Directors of DPL Inc. (the
"Company") authorized the declaration of a three-for-two stock
split (in the form of a stock dividend) of the Company's Common
Shares payable on January 12, 1998 to shareholders of record on
December 16, 1997.
As a consequence of the stock dividend, certain computational
adjustments under the Company's Shareholder Rights Plan which
provides Preferred Share Purchase Rights (the "Rights") to holders
of Common Shares are required by the Rights Agreement (the "Rights
Agreement") dated as of December 3, 1991, between the Company and
The First National Bank of Boston, as Rights Agent.
Pursuant to the provisions of Section 11 of the Rights
Agreement, effective as of the close of business on January 12,
1998, the number of Rights associated with each Common Share shall
thereafter be accompanied by four-ninths of a Right instead of
two-thirds of a Right.
Item 2. Exhibits.
Certificate of Adjustment
2<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment
to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
DPL INC.
Date: December 3, 1997 By:/s/Thomas M. Jenkins
Thomas M. Jenkins
Group Vice President
and Treasurer
3<PAGE>
CERTIFICATE OF ADJUSTMENT
Pursuant to the Rights Agreement (the "Rights Agreement")
dated as of December 3, 1991, between DPL Inc. (the "Company") and
The First National Bank of Boston, as Rights Agent, the Company
hereby certifies that:
I. Statement of Facts
On December 2, 1997, the Company's Board of Directors
authorized the declaration of a three-for-two stock split (in the
form of a stock dividend) of the Company's Common Shares payable on
January 12, 1998 to shareholders of record on December 16, 1997.
Pursuant to the provisions of Section 11 of the Rights Agreement,
an adjustment to the number of Rights associated with each Common
Share has been effected as set forth below.
II. Adjustment
Effective as of the close of business on January 12, 1998, the
number of Rights associated with each Common Share will be
automatically adjusted so that each Common Share will thereafter be
accompanied by four-ninths of a Right instead of two-thirds of a
Right.
DPL INC.
Date: December 3, 1997 By:/s/Thomas M. Jenkins
Thomas M. Jenkins
Group Vice President
and Treasurer
4<PAGE>
