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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
DPL INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
COMMON SHARES, PAR VALUE $0.01 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
(937) 224-6000
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of the Filing Person)
FEBRUARY 7, 2000
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<S> <C>
Amount Previously Paid: $115,000 Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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/X/ 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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<S> <C>
/ / third-party tender offer subject to Rule /X/ issuer tender offer subject to Rule 13e-4.
14d-1.
/ / going-private transaction subject to Rule / / amendment to Schedule 13D under Rule 13d-2.
13e-3.
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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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MANAGER COMMUNICATION
In our press release of February 2, 2000, we announced that Kohlberg Kravis
Roberts & Co. (KKR) will make a $550 million investment in DPL Inc. and we will
use part of the proceeds to repurchase DPL Inc. shares. Since all employees are
shareholders, you will receive repurchase material in the mail. In any
discussions with others, including employees, you should refrain from giving any
advice and refer to the following statement that is contained on the first page
of the offering circular:
"The Board of Directors of DPL has approved the offer. However, neither DPL nor
DPL's Board of Directors makes any recommendation to you as to whether to tender
or refrain from tendering your shares or as to the purchase price at which you
may choose to tender your shares. You must make your own decision as to whether
to tender your shares and, if so, how many shares to tender and the price or
prices at which you will tender them. In doing so, you should consider our
reasons for making this offer, including our increased use of financial leverage
and our increased business emphasis on providing unregulated energy services.
See Section 2. Our Directors and Executive Officers have advised us that they
will not tender any shares in the offer."
If you have any questions, please call me.
Steve Koziar
259-7214
