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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. 4)
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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)
FEBRUARY 25, 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: / /
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This Amendment No. 4 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 and February 24, 2000, by DPL Inc., an Ohio
corporation, in connection with its offer to purchase common shares, par value
$.01 per share. DPL is offering 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 is being 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
constitute the offer. All shares tendered and purchased will include 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 12. EXHIBITS.
Item 12 is supplemented by adding exhibit (b)(ii).
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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.**
(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.*
(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.
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(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: February 25, 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.*
(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.
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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
<PAGE>
AMENDMENT, dated as of February 24, 2000, among DPL INC., an
Ohio corporation (the "COMPANY"), DPL CAPITAL TRUST I, a Delaware business trust
(the "TRUST"), DAYTON VENTURES LLC, a Delaware limited liability company,
together with such of its Affiliates as it shall designate as provided for in
the Purchase Agreement (as defined below) (the "EQUITY PURCHASER"), and DAYTON
VENTURES, INC., a Cayman Islands company, together with such of its Affiliates
as it shall designate as provided for in the Purchase Agreement (the "TRUST
PREFERRED PURCHASER").
WHEREAS, the parties hereto have entered into a Securities
Purchase Agreement dated as of February 1, 2000 (the "PURCHASE AGREEMENT"); and
WHEREAS, the parties hereto wish to amend certain provisions
of the Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements herein contained, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:
1. Terms not specifically defined herein shall have the
meanings set forth in the Purchase Agreement.
2. Clause (i) in the second sentence of Section 4.4(a) of the
Purchase Agreement is hereby amended by replacing the number 158,682,304 with
the number 157,801,404.
3. The first paragraph of the Recitals to the Purchase
Agreement is hereby amended by replacing clause (ii) in its entirety with the
following:
31,560,000 warrants to purchase 31,560,000 of its common
shares, par value $0.01 per share (the "COMMON STOCK"), at an
exercise price of $21.00 per share, as provided herein and in
the form of warrant attached hereto as Exhibit B (the
"WARRANTS");
4. Clauses (ii) and (iii) of Section 1.1 of the Purchase
Agreement are hereby amended by replacing clauses (ii) and (iii) in their
entirety with the following:
(ii) the sale and issuance to the Equity Purchaser of
31,560,000 Warrants and (iii) the issuance of 31,560,000
shares of Common Stock to be issued upon exercise of the
Warrants (the "WARRANT SHARES" and, together with the Voting
Preferred Shares and the Warrants, the "SECURITIES").
5. Exhibit G to the Purchase Agreement is hereby amended by
replacing clause (i)(B) of the Recitals of Exhibit G in its entirety with the
following:
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31,560,000 warrants to purchase 31,560,000 (the "WARRANT
SHARES") of its Common Shares, at an exercise price of $21 per
share, as provided in the Securities Purchase Agreement and in
the form of warrant attached as Exhibit B to the Securities
Purchase Agreement (the "WARRANTS") and
6. This Amendment may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, the Company, the Trust, the Equity
Purchaser and the Trust Preferred Purchaser have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
DPL INC
By: /s/ Stephen F. Koziar
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Name: Stephen F. Koziar
Title: Group Vice President and General Counsel
DPL CAPITAL TRUST I
By: /s/ Scott M. Stuart
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Name: Scott M. Stuart
Title: President
DAYTON VENTURES LLC
By: KKR 1996 Fund L.P., its General Partner
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ Scott M. Stuart
--------------------------------------------
Name: Scott M. Stuart
Title: President
DAYTON VENTURES, INC.
By: /s/ Scott M. Stuart
--------------------------------------------
Name: Scott M. Stuart
Title: President
