UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
DPL Inc.
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(Name of Issuer)
Common Stock, par value $ 0.01 per share
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(Title of Class of Securities)
233293109
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(CUSIP Number)
KKR 1996 Fund L.P., KKR Partners II, L.P., KKR Associates 1996 L.P.,
KKR 1996 GP LLC, KKR Associates (Strata) L.P.,
Strata LLC, Dayton Ventures LLC
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street, New York, New York 10019 (212) 750-8300
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 13, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /__/.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
<PAGE>
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
PAGE 1 of 20 PAGES
<PAGE>
SCHEDULE 13D
CUSIP No. 233293109 Page 2 of 20 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR 1996 FUND L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 31,560,000 Common Shares assuming exercise of the
OWNED BY Warrants**
EACH
REPORTING As of March 13, 2000, the Reporting Person did not own
PERSON any shares of Issuer Common Stock. However, pursuant
WITH to Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Dayton Ventures
may be deemed to beneficially own 31,560,000 shares of
Issuer Common Stock, all of which is subject to
issuance upon exercise of the Warrants acquired by
Dayton Ventures pursuant to the Purchase Agreement.
9 SOLE DISPOSITIVE POWER
0
<PAGE>
10 SHARED DISPOSITIVE POWER
31,560,000 Common Shares assuming exercise of the
Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,560,000 Common Shares assuming exercise of the Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% assuming exercise of the Warrants
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 233293109 Page 3 of 20 Pages
----- ----------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR PARTNERS II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,560,000 Common Shares assuming exercise of the
EACH Warrants**
REPORTING
PERSON As of March 13, 2000, the Reporting Person did not own
WITH any shares of Issuer Common Stock. However, pursuant
to Rule 13d-3 under the Exchange Act, Dayton Ventures
may be deemed to beneficially own 31,560,000 shares of
Issuer Common Stock, all of which is subject to
issuance upon exercise of the Warrants acquired by
Dayton Ventures pursuant to the Purchase Agreement.
<PAGE>
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,560,000 Common Shares assuming exercise of the
Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,560,000 Common Shares assuming exercise of the Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% assuming exercise of the Warrants
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 233293109 Page 4 of 20 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES 1996 L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,560,000 Common Shares assuming exercise of the
EACH Warrants**
REPORTING
PERSON As of March 13, 2000, the Reporting Person did not own
WITH any shares of Issuer Common Stock. However, pursuant
to Rule 13d-3 under the Exchange Act, Dayton Ventures
may be deemed to beneficially own 31,560,000 shares of
Issuer Common Stock, all of which is subject to
issuance upon exercise of the Warrants acquired by
Dayton Ventures pursuant to the Purchase Agreement.
<PAGE>
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,560,000 Common Shares assuming exercise of the
Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,560,000 Common Shares assuming exercise of the Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% assuming exercise of the Warrants
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 233293109 Page 5 of 20 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR 1996 GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,560,000 Common Shares assuming exercise of the
EACH Warrants**
REPORTING
PERSON As of March 13, 2000, the Reporting Person did not own
WITH any shares of Issuer Common Stock. However, pursuant
to Rule 13d-3 under the Exchange Act, Dayton Ventures
may be deemed to beneficially own 31,560,000 shares of
Issuer Common Stock, all of which is subject to
issuance upon exercise of the Warrants acquired by
Dayton Ventures pursuant to the Purchase Agreement.
<PAGE>
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,560,000 Common Shares assuming exercise of the
Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,560,000 Common Shares assuming exercise of the Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% assuming exercise of the Warrants
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 233293109 Page 6 of 20 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KKR ASSOCIATES (STRATA) L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,560,000 Common Shares assuming exercise of the
EACH Warrants**
REPORTING
PERSON As of March 13, 2000, the Reporting Person did not own
WITH any shares of Issuer Common Stock. However, pursuant
to Rule 13d-3 under the Exchange Act, Dayton Ventures
may be deemed to beneficially own 31,560,000 shares of
Issuer Common Stock, all of which is subject to
issuance upon exercise of the Warrants acquired by
Dayton Ventures pursuant to the Purchase Agreement.
<PAGE>
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,560,000 Common Shares assuming exercise of the
Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,560,000 Common Shares assuming exercise of the Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% assuming exercise of the Warrants
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 233293109 Page 7 of 20 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
STRATA LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,560,000 Common Shares assuming exercise of the
EACH Warrants**
REPORTING
PERSON As of March 13, 2000, the Reporting Person did not own
WITH any shares of Issuer Common Stock. However, pursuant
to Rule 13d-3 under the Exchange Act, Dayton Ventures
may be deemed to beneficially own 31,560,000 shares of
Issuer Common Stock, all of which is subject to
issuance upon exercise of the Warrants acquired by
Dayton Ventures pursuant to the Purchase Agreement.
<PAGE>
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,560,000 Common Shares assuming exercise of the
Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,560,000 Common Shares assuming exercise of the Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% assuming exercise of the Warrants
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 233293109 Page 8 of 20 Pages
----- ---------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dayton Ventures LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/
(b) /__/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, AF (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /__/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,560,000 Common Shares assuming exercise of the
EACH Warrants**
REPORTING
PERSON As of March 13, 2000, the Reporting Person did not own
WITH any shares of Issuer Common Stock. However, pursuant
to Rule 13d-3 under the Exchange Act, Dayton Ventures
may be deemed to beneficially own 31,560,000 shares of
Issuer Common Stock, all of which is subject to
issuance upon exercise of the Warrants acquired by
Dayton Ventures pursuant to the Purchase Agreement.
9 SOLE DISPOSITIVE POWER
0
<PAGE>
10 SHARED DISPOSITIVE POWER
31,560,000 Common Shares assuming exercise of the
Warrants
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,560,000 Common Shares assuming exercise of the Warrants
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /__/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2% assuming exercise of the Warrants
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to common shares, $0.01 par value per share
("Issuer Common Stock"), of DPL Inc., an Ohio corporation (the "Issuer").
The principal executive offices of the Issuer are located at P.O. Box 8815,
Dayton, Ohio 45401.
Item 2. Identity and Background.
-----------------------
This statement is being filed jointly by KKR 1996 Fund L.P., a
Delaware limited partnership ("KKR 1996 Fund"), KKR Associates 1996 L.P., a
Delaware limited partnership ("KKR Associates 1996"), KKR 1996 GP LLC, a
Delaware limited liability company ("KKR 1996 LLC"), KKR Partners II, L.P.,
a Delaware limited partnership ("KKR Partners"), KKR Associates (Strata)
L.P., a Delaware limited partnership ("KKR Associates Strata"), Strata LLC, a
Delaware limited liability company ("Strata LLC"), and Dayton Ventures LLC, a
Delaware limited liability company ("Dayton Ventures" and, together with KKR
1996 Fund, KKR Associates 1996, KKR 1996 LLC, KKR Partners, KKR Associates
Strata and Strata LLC, the "Reporting Persons"). The agreement among the
Reporting Persons relating to the joint filing of this statement is attached
to this Schedule 13D as Exhibit 1.
Dayton Ventures was formed to effect the transactions described in
Item 4 below and has not engaged in any activities other than incident to its
formation and such transactions. KKR 1996 Fund and KKR Partners are the sole
members of Dayton Ventures.
KKR Associates 1996 is the sole general partner of KKR 1996 Fund
and KKR 1996 LLC is the sole general partner of KKR Associates 1996. KKR
Associates Strata is the sole general partner of KKR Partners and Strata LLC
is the sole general partner of KKR Associates Strata. Each of KKR 1996 Fund
and KKR Partners is principally engaged in the business of investing in other
companies. Each of KKR Associates 1996, KKR 1996 LLC, KKR Associates Strata
and Strata LLC is principally engaged in the business of investing in other
companies through partnerships and limited liability companies.
The address of the principal business and office of each of the
Reporting Persons is 9 West 57th Street, New York, New York 10019.
Messrs. Henry R. Kravis and George R. Roberts are the managing
members of KKR 1996 LLC and members of the executive committee of Strata LLC.
The other members of each of KKR 1996 LLC and Strata LLC are Robert I.
MacDonnell, Paul E. Raether, Michael W. Michelson, James H. Greene, Jr.,
Michael T. Tokarz, Perry Golkin, Scott M. Stuart and Edward A. Gilhuly.
Messrs. Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz,
<PAGE>
Golkin, Stuart and Gilhuly are each United States citizens, and the present
principal occupation or employment of each is as a managing member or member
of KKR & Co. L.L.C., a Delaware limited liability company which is the
general partner of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), a private
investment firm, the addresses of which are 9 West 57th Street, New York, New
York 10019, 2800 Sand Hill Road, Suite 200, Menlo Park, California 94025 and
3 St. James Square, London, SW1Y 4JU, England. The business address of
Messrs. Kravis, Raether, Tokarz, Golkin and Stuart is 9 West 57th Street, New
York, New York 10019; the business address of Messrs. Roberts, MacDonnell,
Michelson and Greene is 2800 Sand Hill Road, Suite 200, Menlo Park,
California 94025; and the business address of Mr. Gilhuly is 3 St. James
Square, London, SW1Y 4JU, England.
During the last five years, none of the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the other persons named
in this Item 2: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The funds used in connection with the purchase of the Warrants (as
defined in Item 4) consisted of $50,000,000. These funds were provided from
general funds available to Dayton Ventures and its affiliates.
Item 4. Purpose of Transaction.
----------------------
Securities Purchase Agreement
Pursuant to a Securities Purchase Agreement, dated as of February
1, 2000, by and among the Issuer, Dayton Capital Trust I (the "Trust"),
Dayton Ventures, Inc. (the "Trust Preferred Purchaser"), and Dayton Ventures,
as amended on February 24, 2000 (the "Purchase Agreement"), on March 13,
2000, Dayton Ventures purchased warrants (the "Warrants") to purchase
31,560,000 shares of Issuer Common Stock, subject to anti-dilution
adjustments, for an aggregate purchase price of $50,000,000. Pursuant to the
Purchase Agreement, Dayton Ventures also purchased 6,800,000 of the Issuer's
Series B Voting Preferred Shares (the "Voting Preferred Shares") for an
aggregate purchase price of $68,000. In addition, pursuant to the Purchase
Agreement, the Trust Preferred Purchaser purchased $550,000,000 aggregate
principal amount of the Trust's 8.5% preferred securities (the "Trust
<PAGE>
Preferred Securities" and, together with the Warrants and the Voting
Preferred Shares, the "Securities") for $500,000,000.
The Purchase Agreement provides that the Issuer shall use
$550,000,000 from the proceeds of the closing of the above-described
transactions and/or from other available sources to repurchase shares of
Issuer Common Stock. On February 4, 2000, the Issuer commenced a tender
offer (the "Issuer Tender Offer") for Issuer Common Stock and pursuant to the
Issuer Tender Offer has repurchased 25,000,000 shares of Issuer Common Stock
at a price of $23 per share.
Pursuant to the Purchase Agreement, the Issuer agreed to increase
its Board of Directors to eleven members and appoint one person designated by
Dayton Ventures to the Board of Directors. Effective upon the closing of the
purchase and sale of the Securities, the Issuer appointed George R. Roberts
and Scott M. Stuart to the Issuer's Board of Directors.
The Purchase Agreement is attached to this Schedule 13D as Exhibit
3 and is incorporated herein by reference.
Warrants
The Warrants are exercisable, in whole or in part, for shares of
Issuer Common Stock at any time during the twelve-year period commencing on
March 13, 2000. Each Warrant is exercisable for one share of Issuer Common
Stock, subject to anti-dilution adjustments. The exercise price of the
Warrants is $21.00 per Warrant, subject to anti-dilution adjustments.
The terms of the Warrants are set forth in the form of Warrant,
which is attached to this Schedule 13D as Exhibit 4 and is incorporated
herein by reference.
Voting Preferred Shares
Each Voting Preferred Share is entitled to one vote with respect to
all matters submitted for approval by the stockholders of the Issuer.
Except as provided by law or by the express terms of the Voting Preferred
Shares, the holders of the Voting Preferred Shares vote together with holders
of the Issuer Common Stock as a single class.
The Voting Preferred Shares shall, with respect to dividends and
rights upon liquidation, dissolution or winding up, whether voluntary or
involuntary, rank (i) senior to the Issuer Common Stock and, subject to
certain exceptions, to each other class of capital shares or series of
preferred shares or other equity linked security established after March 13,
2000, the terms of which do not expressly provide that it ranks senior to or
on a parity with the Voting Preferred Shares as to dividends and rights upon
<PAGE>
liquidation, dissolution or winding up, whether voluntary or involuntary
(collectively referred to with the Issuer Common Stock as "Junior
Securities") and (ii) on parity with any shares of Series A Preferred Shares
("Parity Securities") issued by the Issuer. The holders of Voting Preferred
Shares shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Issuer which are, by law, available for
such payment, cumulative dividends, payable in cash, at a rate per annum, for
each Voting Preferred Share, equal to 8.5% of the sum of (i) $0.01 per share
and (ii) all compounded accumulated and unpaid dividends on such Voting
Preferred Shares from March 13, 2000, in each case, as adjusted for any stock
dividends, combinations or splits or similar events with respect to such
share. Such dividends shall be paid and compounded quarterly on the first
day of March, June, September and December in each year commencing with a
payment on June 1, 2000. Subject to certain exceptions, unless full
cumulative dividends on all outstanding Voting Preferred Shares have been
paid, the Issuer will not (i) declare or pay any dividend or distribution on
any Parity Securities or Junior Securities, (ii) repurchase, redeem or
otherwise acquire or retire Parity Securities or Junior Securities or (iii)
pay into or set aside for a sinking or other like fund any monies for the
purchase, redemption or other acquisition or retirement of Parity Securities
or Junior Securities.
Upon any liquidation, dissolution or winding up of the Issuer,
whether voluntary or involuntary, before any distribution or payment shall be
made to the holders of any Junior Securities, the holders of Voting Preferred
Shares shall be entitled to be paid out of the remaining assets of the Issuer
legally available for distribution with respect to each Voting Preferred
Share an amount in cash equal to (A) $0.01 plus (B) any accumulated but
unpaid dividends thereon, in each case as adjusted for any stock dividends,
combinations or splits or similar events with respect to such share.
The Issuer shall not, without the prior approval of the holders of
a majority of the outstanding Voting Preferred Shares, issue any other
preferred shares of the Issuer (other than the Series A Preferred Shares
authorized prior to March 13, 2000) (i) of the same class as the Voting
Preferred Shares or (ii) ranking senior to the Voting Preferred Shares.
The Voting Preferred Shares are not redeemable by the Issuer,
except that the Issuer shall, from time to time, at the option of Dayton
Ventures, redeem such number of Voting Preferred Shares so that at no time
shall Dayton Ventures, together with its affiliates, own Issuer Common Stock
and Voting Preferred Shares representing in excess of 4.9% of the voting
power of the Issuer in the election of directors of the Issuer. Pursuant to
the Securityholders Agreement (as defined below), a Voting Preferred Share
shall only be transferred or otherwise disposed of together with one Warrant.
If the holder of a Warrant wishes to exercise Warrants that are not Excess
Warrants (as defined below), the Issuer will redeem simultaneously with the
<PAGE>
exercise of such Warrants an equal number of Voting Preferred Shares held by
such holder. The redemption price for the Voting Preferred Shares is equal
to the sum of (i) $0.01 per share plus (ii) any accumulated and unpaid
dividends.
The terms of the Voting Preferred Shares are set forth in the
Articles of Incorporation of the Issuer and the form of a Certificate of
Amendment thereto, which are attached to this Schedule 13D as Exhibits 5 and
6 and are incorporated herein by reference.
Securityholders and Registration Rights Agreement
Pursuant to the Purchase Agreement, upon the closing of the
purchase and sale of the Securities, the Issuer, the Trust, Dayton Ventures
and the Trust Preferred Purchaser entered into a Securityholders and
Registration Rights Agreement dated March 13, 2000 (the "Securityholders
Agreement").
Pursuant to the Securityholders Agreement and subject to certain
exceptions and qualifications included therein, so long as Dayton Ventures
and its affiliates beneficially own, in the aggregate, at least 12,640,000
shares of Issuer Common Stock (including shares issuable upon the exercise of
Warrants), Dayton Ventures shall have the right to designate one person for
election to (i) the Issuer's Board of Directors, (ii) The Dayton Power and
Light Company's ("DP&L") Board of Directors and (iii) the board of directors
of any separate entity or entities formed to hold DP&L's electricity
generation, transmission and/or distribution businesses or any material
portion thereof (other than a wholly owned subsidiary of the Issuer or DP&L
or any of their respective wholly owned subsidiaries) (collectively, the
"Applicable Boards"). In addition, the Issuer agreed, to the extent permitted
by law, to take such action as may be required under applicable law (A) so
that, effective as of March 13, 2000, the Issuer's Board of Directors and the
DP&L Board of Directors shall each consist of eleven members and shall
include the designee of Dayton Ventures, (B) to include in any slate of
nominees recommended by the Applicable Boards for election by the
shareholders the designee of Dayton Ventures, (C) to take such action as may
be required under applicable law to cause the initial designee of Dayton
Ventures to be designated to be a member of the class of the directors on
each Applicable Board which is a classified board having the longest
remaining term (which in the case of the Issuer's Board of Directors shall be
the term extending until the 2003 annual meeting of shareholders), (D) to use
its reasonable best efforts to cause the election of the designee of Dayton
Ventures to the Applicable Boards, and (E) not to take any action that would
cause the number of directors constituting any Applicable Board to be less
than eleven at any one time; provided that any designee of Dayton Ventures
(other than the initial designee) must be reasonably satisfactory to the
<PAGE>
Issuer at the time of their designation pursuant to the Securityholders
Agreement.
Pursuant to the Securityholders Agreement and subject to certain
exceptions and qualifications included therein, so long as Dayton Ventures
and its affiliates beneficially own, in the aggregate, at least 12,640,000
shares of Issuer Common Stock (including shares issuable upon the exercise of
Warrants), the approval of Dayton Ventures (not to be unreasonably withheld)
shall be required for the Issuer to take certain actions, including (i) any
amendment, alteration or change to the rights, preferences or powers of the
Voting Preferred Shares, (ii) the issuance of any other preferred stock of
the Issuer (other than shares previously reserved in connection with the
Rights Agreement, dated as of December 3, 1991, between the Issuer and the
First National Bank of Boston, as Rights Agent, as amended) (A) of the same
class as the Voting Preferred Shares or (B) ranking senior to the Voting
Preferred Shares, (iii) any amendment, repeal or alteration of the Issuer's
Articles of Incorporation or Regulations in a manner that adversely affects
the holders of the Voting Preferred Shares, (iv) any action by the Issuer
that would result in Dayton Ventures and its affiliates or any transferee
holding in excess of 4.9% of the Issuer's voting securities or becoming
subject to certain regulation under the Public Utility Holding Company Act of
1935 ("PUHCA"), (v) any merger, consolidation or acquisition or any sale or
transfer of all or a material portion of the assets of the Issuer or any
other business combination transaction or any issuance of equity securities
of the Issuer's subsidiaries which would result in any downgrade or rating of
any indebtedness of the Issuer or any of its subsidiaries below an investment
grade rating of Baa3 by Moody's Investor Services or BBB- by Standard and
Poor's Rating Services (collectively, the "Indebtedness Rating"), (vi) any
spin-off or split-off, dividend or other distribution or sale or other
disposition of all or a material portion of any of the Issuer's electricity
generation, transmission or distribution businesses which would result in any
downgrade or rating of any indebtedness of the Issuer or any its subsidiaries
below the Indebtedness Rating, (vii) any incurrence of indebtedness which
would result in any downgrade or rating of any indebtedness of the Issuer or
any of its subsidiaries below the Indebtedness Rating; or (viii) any
arrangement or contract to do any of the foregoing.
Pursuant to the Securityholders Agreement, in the event that the
Issuer takes or plans to take any action, including any merger or other
business combination transaction, that would or would reasonably be expected
to cause it to lose its exemption from regulation as a "holding company" (as
defined in PUHCA) under PUHCA, the Issuer and, if applicable, its successor
shall use commercially reasonably efforts to obtain all prior approvals or
exemptions, if any, from the Securities and Exchange Commission (the "SEC")
under PUHCA necessary for the consummation of all transactions contemplated
by the Purchase Agreement and the Securityholders Agreement necessary to
carry out the transactions contemplated thereby.
<PAGE>
Pursuant to the Securityholders Agreement, Dayton Ventures has
agreed, and any transferee of Voting Preferred Shares shall agree, that
neither it nor any of its affiliates shall transfer any of their respective
Warrants without transferring to the same transferee an equal number of
Voting Preferred Shares; provided, however, to the extent that Dayton
Ventures or any of its affiliates or any such transferee holds a greater
number of Warrants than Voting Preferred Shares ("Excess Warrants"), it may
transfer any Excess Warrants without transferring Voting Preferred Shares.
Pursuant to the Securityholders Agreement, the Issuer shall
purchase, in each case on a date no less than six (6) months (the "Waiting
Period") after the date of exercise of all or any portion of the Warrants
then held by Dayton Ventures and/or its affiliates (or by any transferee of
all or any portion of such Warrants if the exercise of such Warrants is
substantially contemporaneous with the transfer of such Warrants to such
transferee), at the option of the Trust Preferred Purchaser, such option to
be exercised during the period beginning on the expiration of the Waiting
Period and ending on the date which is 60 days after the expiration date of
the Waiting Period, such number of Trust Preferred Securities held by the
Trust Preferred Purchaser for (i) a cash purchase price equal to the
liquidation preference of such Trust Preferred Securities in an amount up to,
at the election of the Trust Preferred Purchaser, the aggregate exercise
price paid in cash, if any, upon the exercise of any such Warrants or (ii) at
the Issuer's option, a purchase price paid in cash or in shares of Issuer
Common Stock (with each such share equal in value to the Fair Market Value
(as defined in the Warrant) of one share of Issuer Common Stock on the
trading date immediately prior to the exercise date of the applicable
Warrants) in an amount up to, at the election of the Trust Preferred
Purchaser, the aggregate exercise price paid through the surrender of
Warrants, if any, upon the exercise of any such Warrants.
Pursuant to the Securityholders Agreement, the Issuer shall file
with the SEC on or before September 9, 2000 an "evergreen" shelf registration
statement on Form S-3 pursuant to Rule 415 of the Securities Act of 1933, as
amended (the "Securities Act"), providing for an offering (including
underwritten offerings) to be made on a continuous basis of the Warrants or
shares of Issuer Common Stock issuable upon exercise of the Warrants
(collectively, the "Registrable Securities") and shall use its commercially
reasonable efforts to cause such registration statement to become effective
and to be maintained in effect. If such a shelf registration statement is
not then effective, Dayton Ventures or any other holder or holders of
Registrable Securities with registration rights, in each case holding in
excess of 10% of the Warrants and shares of Issuer Common Stock issued upon
exercise of the Warrants, may require the Issuer to register under the
Securities Act all or part of the Registrable Securities of such party or
parties. Such holders of Registrable Securities are entitled to five such
"demand" registration rights under the Securityholders Agreement. Further,
<PAGE>
holders of Registrable Securities also have "piggyback" registration rights
with respect to the Registrable Securities subject to certain restrictions
and limitations.
Until March 13, 2005, Dayton Ventures has agreed, pursuant to the
Securityholders Agreement, that it shall not, and that it shall cause each of
its affiliates not to, without the prior approval of the Board of Directors
of the Issuer, directly or indirectly, (i) acquire, offer or propose to
acquire or agree to acquire the beneficial ownership of any additional voting
securities of the Issuer or any of its subsidiaries; provided, however, that
the foregoing restrictions shall not apply to any acquisition or proposed
acquisition (each, an "Acquisition") of beneficial ownership of any
additional voting securities of the Issuer: (x) if, after giving effect to
such Acquisition, the aggregate number of voting securities of the Issuer
beneficially owned on a fully diluted basis by Dayton Ventures (together with
its affiliates) would not exceed 25% of the total voting securities of the
Issuer, (y) which is by way of stock dividends, stock reclassifications or
other distributions or offerings made available and, if applicable, exercised
on a pro rata basis, to holders of equity securities of the Issuer generally
or (z) involves equity securities acquired from the Issuer or otherwise in
accordance with the provisions of the Securityholders Agreement and the
Purchase Agreement; (ii) make any public announcement with respect to, or
submit any proposal for, any merger, consolidation, sale of substantial
assets or other business combination or extraordinary transaction involving
the Issuer or any of its subsidiaries; (iii) make, or in any way participate
in, any solicitation of proxies to vote any voting securities of the Issuer
or any of its subsidiaries or seek to advise or influence any person with
respect to the voting of any voting securities of the Issuer or any of its
subsidiaries, (iv) form, join or in any way participate in any group (other
than with respect to its affiliates) with respect to any of the voting
securities of the Issuer; (v) otherwise act, either alone or in concert with
others, to seek control of the Issuer or any of its subsidiaries; (vi)
disclose any intention, proposal, plan or arrangement with respect to any of
the foregoing; or (vii) make any demand, request or proposal to amend, waive
or terminate any of the foregoing provisions (collectively, the "Acquisition
Restrictions").
(A) The foregoing Acquisition Restrictions will not apply if:
(1) a third party who is not an affiliate of Dayton Ventures or
any of its affiliates (a "Third Party") commences or publicly announces
its intention to commence a bona fide tender or exchange offer for more
than 15% of the outstanding voting securities of the Issuer and the
Issuer's Board of Directors does not recommend against the tender or
exchange offer within ten (10) business days after the commencement
thereof or such longer period as shall then be permitted under SEC
rules;
<PAGE>
(2) a Third Party acquires beneficial ownership of 15% of the
Issuer's outstanding voting securities (other than as a result of
purchases of such securities from the Issuer made with Dayton Ventures'
prior written consent);
(3) a Third Party makes a bona fide proposal to acquire all or
substantially all of the assets of the Issuer or DP&L that the Issuer's
Board of Directors is actively negotiating and the consummation of which
would require approval of the shareholders of the Issuer pursuant to the
General Corporation Law of the State of Ohio;
(4) a Third Party makes a bona fide proposal to enter into any
acquisition or other business combination transaction with the Issuer or
DP&L that the Issuer's Board of Directors is actively negotiating;
(5) the Issuer enters into (or publicly announces its intention to
do so) a definitive agreement, or an agreement contemplating a
definitive agreement, for any of the foregoing transactions described in
clauses (1) to (4) above; or
(6) the Issuer or the Trust is in material breach of its
obligations under the Securityholders Agreement.
Pursuant to the Securityholders Agreement, the Warrants and the
Voting Preferred Shares, in connection with the declaration, issuance or
consummation of any dividend, spin-off or other distribution or similar
transaction by the Issuer of the capital stock of any of its subsidiaries,
the Issuer shall cause (i) to the extent that the Voting Preferred Shares and
the Warrants remain outstanding, additional shares of voting preferred stock
of such subsidiary and additional warrants of such subsidiary with
substantially similar terms as the Voting Preferred Shares and the Warrants,
respectively, to be issued to Dayton Ventures or one or more of its nominees
or its transferees so that after giving effect to such transaction Dayton
Ventures and its nominees and transferees have the same interest in voting
preferred stock (and voting securities) and warrants in each of the Issuer
and such subsidiary as they had in the Voting Preferred Shares and the
Warrants immediately prior to such transaction and (ii) any such subsidiary
to enter into a securityholders and registration rights agreement with
substantially similar terms, conditions, covenants and governance provisions
as are provided for in the Securityholders Agreement with Dayton Ventures
and/or its nominees or any transferees, as appropriate.
The form of Securityholders Agreement is attached to this Schedule
13D as Exhibit 7 and is incorporated herein by reference.
The Reporting Persons intend to review on a continuing basis their
investment in the Issuer. Subject to the limitations described above, the
<PAGE>
Reporting Persons may decide to increase or decrease their investment in the
Issuer depending upon the price and availability of the Issuer's securities,
subsequent developments affecting the Issuer, the Issuer's business and
prospects, other investment and business opportunities available to the
Reporting Persons, general stock market and economic conditions, tax
considerations and other factors.
Other than as described above, none of the Reporting Persons has
any present plans or proposals that relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) and (b) As of March 13, 2000, Dayton Ventures did not own any
shares of Issuer Common Stock. However, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton
Ventures may be deemed to beneficially own 31,560,000 shares of Issuer Common
Stock, all of which is subject to issuance upon exercise of the Warrants
acquired by Dayton Ventures pursuant to the Purchase Agreement. The
31,560,000 shares issuable upon the exercise of the Warrants would constitute
approximately 19.2% of the Issuer Common Stock outstanding upon such
conversion (based on the number of shares of Issuer Common Stock represented
by the Issuer in the Purchase Agreement to be outstanding and the repurchase
of 25,000,000 shares of Issuer Common Stock pursuant to the Issuer Tender
Offer).
Accordingly, the percentage of the outstanding Issuer Common Stock
beneficially owned by Dayton Ventures is approximately 19.2%.
As the sole members of Dayton Ventures, KKR 1996 Fund and KKR
Partners have the power to direct the voting of and disposition of any shares
of Issuer Common Stock deemed to be beneficially owned by Dayton Ventures.
As a result, KKR 1996 Fund and KKR Partners may be deemed to beneficially own
any shares of Issuer Common Stock deemed to be beneficially owned by Dayton
Ventures.
KKR Associates 1996, as the sole general partner of KKR 1996 Fund,
has the power to direct the voting of and disposition of any shares of Issuer
Common Stock deemed to be beneficially owned by KKR 1996 Fund. KKR
Associates Strata, as the sole general partner of KKR Partners, has the power
to direct the voting of and disposition of any shares of Issuer Common Stock
deemed to be beneficially owned by KKR Partners. As a result, KKR Associates
1996 and KKR Associates Strata may be deemed to beneficially own any shares
of Issuer Common Stock deemed to be beneficially owned by KKR 1996 Fund and
KKR Partners, respectively.
<PAGE>
KKR 1996 LLC, as the sole general partner of KKR Associates 1996,
has the power to direct the voting of and disposition of any shares of Issuer
Common Stock deemed to be beneficially owned by KKR Associates 1996. Strata
LLC, as the sole general partner of KKR Associates Strata, has the power to
direct the voting of and disposition of any shares of Issuer Common Stock
deemed to be beneficially owned by KKR Associates Strata. As a result, KKR
1996 LLC and Strata LLC may be deemed to beneficially own any shares of
Issuer Common Stock deemed to be beneficially owned by KKR Associates 1996
and KKR Associates Strata, respectively.
As a member of each of KKR 1996 LLC and Strata LLC, each of Messrs.
Kravis, Roberts, MacDonnell, Raether, Michelson, Greene, Tokarz, Golkin,
Stuart and Gilhuly may be deemed to beneficially own any shares of Issuer
Common Stock that KKR 1996 LLC and Strata LLC may beneficially own or be
deemed to beneficially own. Each such individual disclaims beneficial
ownership of such shares. Neither the filing of this Schedule 13D nor any of
its contents shall be deemed to constitute an admission that any Reporting
Person is the beneficial owner of the Issuer Common Stock referred to herein
for purposes of Section 13(d) of the Exchange Act or for any other purpose,
and such beneficial ownership is expressly disclaimed.
(c) Except as set forth in this Item 5, to the best knowledge of
each of the Reporting Persons, none of the Reporting Persons and no other
person described in Item 2 hereof has beneficial ownership of, or has engaged
in any transaction during the past 60 days in, any shares of Issuer Common
Stock.
(d) No person other than Dayton Ventures has the right to receive
dividends from, or the proceeds from the sale of, the shares of Issuer Common
Stock referred to in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements or Understandings
with Respect to Securities of the Issuer.
----------------------------------------
Except as set forth in Item 4 of this Schedule 13D, to the best
knowledge of the Reporting Persons, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect
to any securities of the Issuer, including but not limited to, transfer or
voting of any of the securities of the Issuer, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the
securities of the Issuer.
<PAGE>
Item 7. Material to be Filed as Exhibits.
--------------------------------
1. Joint Filing Agreement, dated March 22, 2000, among
Dayton Ventures LLC, KKR 1996 Fund L.P., KKR Partners II,
L.P., KKR Associates 1996 L.P., KKR 1996 GP LLC, KKR
Associates (Strata) L.P. and Strata LLC relating to the
filing of a joint statement on Schedule 13D.
2. Power of Attorney, dated September 20, 1999.
3. Securities Purchase Agreement, dated as of February 1,
2000, by and among DPL Inc., Dayton Capital Trust I,
Dayton Ventures, Inc., and Dayton Ventures LLC,
(incorporated by reference to Exhibit 99.B to DPL Inc.'s
Schedule TO-I, dated February 4, 2000). Amendment to
Securities Purchase Agreement, dated February 24, 2000,
(incorporated by reference to Exhibit 99.BII to DPL
Inc.'s Schedule TO/A, dated February 25, 2000).
4. Form of Warrant, dated as of March 13, 2000, by DPL Inc.,
(incorporated by reference to Exhibit B of Exhibit 99.B
to DPL Inc's Schedule TO-I, dated February 4, 2000).
5. Amended Articles of Incorporation of DPL Inc., dated
January 4, 1991 and amendment dated December 3, 1991
(incorporated by reference to Exhibit 3 to DPL Inc.'s
Annual Report on Form 10-K for the year ended
December 31, 1991.
6. Form of Certificate of Amendment to the Articles of
Incorporation of the Issuer (incorporated by reference to
Exhibit A of Exhibit 99.B to DPL Inc.'s Schedule TO-I,
dated February 4, 2000).
7. Form of Securityholders and Registration Rights
Agreement, by and among DPL Inc., Dayton Capital Trust I,
Dayton Ventures, Inc., and Dayton Ventures LLC
(incorporated by reference to Exhibit G of Exhibit 99.B
to DPL Inc's Schedule TO-I, dated February 4, 2000).
<PAGE>
SIGNATURE
After reasonable 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.
DAYTON VENTURES LLC
By: KKR 1996 Fund L.P., Member
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR PARTNERS II, L.P.
By: KKR Associates (Strata) L.P., its General
Partner
By: Strata LLC, General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
<PAGE>
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR ASSOCIATES (STRATA) L.P.
By: Strata LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 GP LLC
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
STRATA LLC
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
Dated: March 23, 2000
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
1. Joint Filing Agreement, dated March 22, 2000, among Dayton
Ventures LLC, KKR 1996 Fund L.P., KKR Partners II, L.P., KKR
Associates 1996 L.P., KKR 1996 GP LLC, KKR Associates
(Strata) L.P. and Strata LLC relating to the filing of a
joint statement on Schedule 13D.
2. Power of Attorney, dated September 20, 1999.
3. Securities Purchase Agreement, dated as of February 1, 2000,
by and among DPL Inc., Dayton Capital Trust I, Dayton
Ventures, Inc., and Dayton Ventures LLC, (incorporated by
reference to Exhibit 99.B to DPL Inc.'s Schedule TO-I, dated
February 4, 2000). Amendment to Securities Purchase
Agreement, dated February 24, 2000, (incorporated by
reference to Exhibit 99.BII to DPL Inc.'s Schedule TO/A,
dated February 25, 2000).
4. Form of Warrant, dated as of March 13, 2000, by DPL Inc.,
(incorporated by reference to Exhibit B of Exhibit 99.B to
DPL Inc's Schedule TO-I, dated February 4, 2000).
5. Amended Articles of Incorporation of DPL Inc., dated January
4, 1991 and amendment dated December 3, 1991 (incorporated
by reference to Exhibit 3 to DPL Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1991.
6. Form of Certificate of Amendment to the Articles of
Incorporation of the Issuer (incorporated by reference to
Exhibit A of Exhibit 99.B to DPL Inc.'s Schedule TO-I,
dated February 4, 2000).
7. Form of Securityholders and Registration Rights Agreement,
by and among DPL Inc., Dayton Capital Trust I, Dayton
Ventures, Inc., and Dayton Ventures LLC (incorporated by
reference to Exhibit G of Exhibit 99.B to DPL Inc's Schedule
TO-I, dated February 4, 2000).
<PAGE>
EXHIBIT 1
---------
JOINT FILING AGREEMENT
----------------------
We, the signatories of the Statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.
DAYTON VENTURES LLC
By: KKR 1996 Fund L.P., Member
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
<PAGE>
KKR PARTNERS II, L.P.
By: KKR Associates (Strata) L.P., its General
Partner
By: Strata LLC, General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR ASSOCIATES (STRATA) L.P.
By: Strata LLC, its General Partner
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 GP LLC
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
<PAGE>
STRATA LLC
By: /s/ William J. Janetschek
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
Dated: March 23, 2000
Exhibit 2
POWER OF ATTORNEY
Know all men by these presents that Henry R. Kravis does hereby make,
constitute and appoint William J. Janetschek and Richard J. Kreider, or
either one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in
the name, place and stead of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company or
limited partnership for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms as may be required to be filed
from time to time with the Securities and Exchange Commission with
respect to any investments of KKR Associates, L.P., KKR Associates 1996
L.P., KKR Associates II (1996) Limited Partnership, KKR Associates
(Strata) L.P., KKR Associates (KLC) L.P., and KKR Associates (NXS) L.P.
(including any amendments or supplements to any reports, forms or
schedules previously filed by such persons or entities): (i) pursuant to
Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as
amended (the "Act"), including without limitation, Schedule 13D, Schedule
14G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with
any applications for EDGAR access codes, including without limitation the
Form ID.
/s/ Henry R. Kravis
----------------------
Name: Henry R. Kravis
September 20, 1999
- -------------------------------
Date
