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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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DPL INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
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COMMON SHARES, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
233 293 109
(CUSIP Number of Class of Securities)
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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
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Amount Previously Paid: $115,000 Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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/ / 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:
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/ / 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.
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Check the following box if the filing is a final amendment reporting the
results of the tender offer: /X/
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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)
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(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.**
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(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.
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* 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.
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Dated: March 14, 2000 DPL INC.
By: /s/ STEPHEN F. KOZIAR, JR.
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Name: Stephen F. Koziar, Jr.
TITLE: GROUP VICE PRESIDENT AND GENERAL
COUNSEL
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2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(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.
</TABLE>
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* Information incorporated by reference is available to the public at the
website maintained by the Commission at http://www.sec.gov.
** Previously filed
3
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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.
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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.
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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.
