<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO/A
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 $.01 PER SHARE
(Title of Class of Securities)
233 293 109
(CUSIP Number of Class of Securities)
------------------------
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 10, 2000
<TABLE>
<S> <C>
Amount Previously Paid: $115,000 Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
/ / 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:
<TABLE>
<S> <C>
/ / 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.
</TABLE>
Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Tender Offer Statement on Schedule TO relates to the offer by DPL Inc.,
an Ohio corporation, 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.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which are filed with this Schedule TO as Exhibits
(a)(1)(i) and (a)(1)(ii) hereto, respectively, is incorporated herein by
reference in answer to Items 1 through 11 in this Tender Offer Statement on
Schedule TO.
ITEM 12. EXHIBITS.
<TABLE>
<CAPTION>
<S> <C>
(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).*
(b) 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.**
(c) Not required.
(d) See exhibit (b) above.
(e) Not required.
(f) Not required.
(g) Not applicable.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
(h) Not applicable.
</TABLE>
- ------------------------
* 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.
<TABLE>
<S> <C> <C>
Dated: February 10, 2000 DPL INC.
By: /s/ STEPHEN F. KOZIAR, JR.
-----------------------------------------
Name: Stephen F. Koziar, Jr.
TITLE: GROUP VICE PRESIDENT AND GENERAL
COUNSEL
</TABLE>
2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<S> <C>
(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).*
(b) 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.**
(c) Not required.
(d) See exhibit (b) above.
(e) Not required.
(f) Not required.
(g) Not applicable.
(h) Not applicable.
</TABLE>
- ------------------------
* 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>
<TABLE>
<S> <C> <C>
17 State Street Tel 212 440 8800
[GEORGESON LOGO] New York NY 10004 Fax 212 440 9009
</TABLE>
February 10, 2000
To the holders of record of DPL Inc. common shares:
Re: Offer to Purchase DPL Inc. Common Shares, dated February 4, 2000
On behalf of DPL Inc. ("DPL"), enclosed please find a substitute Letter of
Transmittal for DPL's Offer to Purchase its Common Shares dated February 4,
2000. The enclosed substitute Letter of Transmittal (colored orange) differs
from the Letter of Transmittal previously delivered to you (colored light blue)
only in the following ways:
1. The expiration date of the tender offer has been extended from 5:00 p.m. to
12:00 midnight, New York City time, on Friday, March 3, 2000 to account for
the intervening holiday.
2. The substitute Letter of Transmittal provides for the tendering of shares
issued pursuant to DPL's dividend reinvestment plan, including shares issued
in respect of DPL's announced dividend payable March 1, 2000.
3. The substitute Letter of Transmittal includes a substitute Form W-9, which
was omitted from the Letter of Transmittal previously delivered to you.
If you wish to tender shares in the tender offer and have not yet done so,
please discard the Letter of Transmittal previously delivered to you and use the
enclosed substitute Letter of Transmittal.
If you have already tendered your shares in the tender offer and desire to also
tender your dividend reinvestment plan shares or are required to submit a
substitute Form W-9 (because the transfer agent does not currently have a
certified tax identification number on file for you or for any person to whom
you intend to transfer the proceeds from your tender of shares) in connection
with your tender, please fill out the appropriate sections of the substitute
Letter of Transmittal and return it in the enclosed envelope.
If you have already tendered your shares in the tender offer and do not desire
to tender any dividend reinvestment plan shares and are not required to submit a
substitute Form W-9 in connection with your tender, you need do nothing further.
Your tender will be processed in the ordinary course.
We apologize for any inconvenience caused by this substitution. If you have any
questions regarding the substitute Letter of Transmittal or otherwise regarding
the tender offer, or if you need assistance in tendering your shares, please
call Georgeson Shareholder Communications Inc., the Information Agent for the
offer, at (800) 223-2064 (toll free) or Credit Suisse First Boston Corporation,
the Dealer Manager for the tender offer, at (800) 646-4543 (toll free).
Very truly yours,
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER COMMON SHARES
OF
DPL INC.
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
PURSUANT TO THE OFFER TO PURCHASE DATED FEBRUARY 4, 2000
------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, MARCH 3, 2000, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE
(800) 736-3001
<TABLE>
<S> <C> <C>
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY
EquiServe Securities Transfer & Reporting OR EXPRESS MAIL:
Attn: Corporate Actions Services, Inc. EquiServe
P.O. Box 9573 c/o EquiServe Attn: Corporate Actions
Boston, MA 02205-9573 100 Williams Street, Galleria 40 Campanelli Drive
New York, NY 10038 Braintree, MA 02184
</TABLE>
THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE
READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
(See instructions 3 and 4)
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDESHARES TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS N(ATTACHAADDITIONAL SIGNED LIST
ON SHARE CERTIFICATE(S)) IF NECESSARY)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHARES EVIDENCED
SHARE BY SHARE NUMBER
CERTIFICATE CERTIFICATE(S) OF SHARES
NUMBER(S)* TENDERED**
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
TOTAL SHARES
- -------------------------------------------------------------------------------------------------------------
</TABLE>
/ / Check here if any of the certificates representing your DPL common
shares have been lost or destroyed. You must complete an affidavit of
loss and return it with your Letter of Transmittal. Please call
1-800-736-3001 to obtain an affidavit of loss and for further
instructions.
- --------------------------------------------------------------------------------
DIVIDEND REINVESTMENT PLAN SHARES
(See Instruction 18)
------------------------------------------------------------------------------
THE UNDERSIGNED ALSO IS TENDERING UNCERTIFICATED SHARES THAT MAY BE HELD IN
THE NAME(S) OF THE REGISTERED OWNER(S) BY DPL'S TRANSFER AGENT PURSUANT TO
DPL'S DIVIDEND REINVESTMENT PLAN ("DRP"):
/ / YES / / NO
IF THE ANSWER TO THE PRECEDING QUESTION WAS "YES," INDICATE WHETHER YOU ARE
TENDERING ALL OR A PARTIAL AMOUNT OF SUCH DRP SHARES.
/ / ALL (INCLUDING SHARES CREDITED TO YOUR ACCOUNT AS A RESULT OF A
DIVIDEND PAYABLE ON MARCH 1, 2000, SUBJECT TO PRORATION.)
/ / PARTIAL TENDER (INDICATE NUMBER OF SHARES TENDERED, WHOLE SHARE AMOUNTS
ONLY: ________________)
- --------------------------------------------------------------------------------
1
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Indicate in this box the order (by certificate number) in which shares are to be purchased in event of
proration.***
Attach additional signed list if necessary.
See Instruction 9.
1st: 2nd: 3rd: 4th: 5th:
- ----------------------------
</TABLE>
* DOES NOT need to be completed by shareholders tendering shares by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all shares evidenced by
each certificate delivered to the Depositary are being tendered hereby. See
Instruction 4.
*** If you do not designate an order, in the event less than all shares tendered
are purchased due to proration, shares will be selected for purchase by the
Depositary. See Instruction 9.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO DPL OR THE DEALER
MANAGER WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL
NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
This Letter of Transmittal is to be completed only if (a) certificates
representing shares are to be forwarded herewith and/or shares held by the
Transfer Agent in DPL's dividend reinvestment plan are to be tendered, or
(b) unless an Agent's Message (as defined in the Offer to Purchase) is utilized,
a tender of shares is to be made concurrently by book-entry transfer to the
account maintained by the Depositary at The Depositary Trust Company (the
"Book-Entry Transfer Facility") pursuant to Section 3 of the Offer to Purchase.
Shareholders who desire to tender shares pursuant to the offer, but whose
share certificates are not immediately available or who cannot deliver the
certificates and all other documents required by this Letter of Transmittal to
the Depositary on or before the Expiration Date (as defined in the Offer to
Purchase), or who cannot comply with the procedure for book-entry transfer on a
timely basis, may nevertheless tender their shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. See
Instruction 2.
This Letter of Transmittal may NOT be used for shares held in one of DPL's
Savings Plans or in the DPL Inc. Employee Stock Ownership Plan. See
Instruction 17. Participants in these plans must follow the instructions in the
"Letter to Participants in the DPL Savings Plans" or in the "Letter to
Participants in the DPL Inc. Employee Stock Ownership Plan" and related
materials sent to them separately. T. Rowe Price Trust Company, the trustee for
DPL's Savings Plans, or Bank One Trust Company, N.A., the trustee of the DPL
Inc. Employee Stock Ownership Plan, will submit one Letter of Transmittal for
each such plan on behalf of all of the tendering participants in each such plan.
If a participant in one of DPL's Savings Plans or in the DPL Inc. Employee
Stock Ownership Plan owns shares apart from those plans that he or she desires
to tender, such holder must both submit this Letter of Transmittal to tender the
non-plan shares, and follow the instructions described in the "Letter to
Participants in the DPL Savings Plans" or in the "Letter to Participants in the
DPL Inc. Employee Stock Ownership Plan" and related materials sent to them
separately to tender shares attributable to his or her plan account.
2
<PAGE>
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(See Instruction 5 to the Letter of Transmittal)
By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER
"SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER," the undersigned
hereby tenders shares at the price checked. This action could result in none
of the shares being purchased if the purchase price determined by DPL for the
shares is less than the price checked below. A shareholder who desires to
tender shares at more than one price must complete a separate Letter of
Transmittal for each price at which shares are tendered. The same shares
cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C> <C>
/ / $ 20.000 / / $ 21.125 / / $ 22.125
/ / $ 20.125 / / $ 21.250 / / $ 22.250
/ / $ 20.250 / / $ 21.375 / / $ 22.375
/ / $ 20.375 / / $ 21.500 / / $ 22.500
/ / $ 20.500 / / $ 21.625 / / $ 22.625
/ / $ 20.625 / / $ 21.750 / / $ 22.750
/ / $ 20.750 / / $ 21.875 / / $ 22.875
/ / $ 20.875 / / $ 22.000 / / $ 23.000
/ / $ 21.000
</TABLE>
CHECK ONLY ONE BOX ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO
VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
(See Instruction 5 to the Letter of Transmittal)
/ / The undersigned wants to maximize the chance of having DPL purchase
all of the shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE
BOXES ABOVE, the undersigned hereby tenders shares and is willing to accept
the purchase price determined by DPL in accordance with the terms of the
offer. This action could result in receiving a price per share as low as
$20.00.
- --------------------------------------------------------------------------------
3
<PAGE>
- --------------------------------------------------------------------------------
ODD LOTS
(See Instruction 8.)
To be completed ONLY if shares are being tendered by or on behalf of a
person owning beneficially or of record an aggregate of fewer than 100 shares
(not including any shares held in one of DPL's Savings Plans or in the DPL
Inc. Employee Stock Ownership Plan). The undersigned either (check one box):
/ / is the beneficial or record owner of an aggregate of fewer than 100
shares, all of which are being tendered; or
/ / is a broker, dealer, commercial bank, trust company, or other nominee
that (a) is tendering for the beneficial owner(s) of shares with respect
to which it is the record holder, and (b) believes, based upon
representations made to it by the beneficial owner(s), that each person
was the beneficial or record owner of an aggregate of fewer than 100
shares and is tendering all of those shares.
In addition, the undersigned is tendering shares either (check one box):
/ / at the purchase price determined by DPL in accordance with the terms
of the offer (persons checking this box need not indicate the price per
share above); or
/ / at the price per share indicated above under "Shares Tendered at
Price Determined by Shareholder."
ODD LOT SHARES CANNOT BE CONDITIONALLY TENDERED.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CONDITIONAL TENDER
A tendering shareholder may condition his or her tender of shares upon DPL
purchasing a specified minimum number of the shares tendered, all as described
in the Offer to Purchase, particularly in Section 6. Unless at least the
minimum number of shares you indicate below is purchased by DPL pursuant to
the terms of the offer, none of the shares tendered by you will be purchased.
It is the tendering shareholder's responsibility to calculate the minimum
number of shares that must be purchased if any are purchased, and each
shareholder is urged to consult his or her own tax advisor. Unless this box
has been completed and a minimum specified, the tender will be deemed
unconditional.
/ / Minimum number of shares that must be purchased, if any are
purchased: ______ shares.
- --------------------------------------------------------------------------------
4
<PAGE>
SPECIAL PAYMENT OR DELIVERY INSTRUCTIONS
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, DPL may terminate or amend the offer or may postpone the
acceptance for payment of, or the payment for, shares tendered or may accept for
payment fewer than all of the shares tendered. In any event, the undersigned
understands that certificate(s) for any shares not tendered or not purchased
will be returned to the undersigned at the address indicated above, unless
otherwise indicated under the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" below.
The undersigned understands that acceptance of shares by DPL for payment
will constitute a binding agreement between the undersigned and DPL upon the
terms and subject to the conditions of the offer.
The check for the aggregate net purchase price for the shares tendered and
purchased will be issued to the order of the undersigned and mailed to the
address indicated above, unless otherwise indicated under the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" below. The undersigned acknowledges that DPL has no obligation,
pursuant to the "Special Payment Instructions," to transfer any shares from the
name of its registered holder(s), or to order the registration or transfer of
any shares tendered by book-entry transfer, if DPL does not purchase any of the
shares.
- ------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 10)
To be completed ONLY if the check for the purchase price of Shares
accepted for payment are to be issued in the name of someone other than the
undersigned.
Issue check to:
Name _________________________________________________________________________
(PLEASE PRINT)
Address ______________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
______________________________________________________________________________
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
- ------------------------------------------------------------
- ------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 10)
To be completed ONLY if the check for the purchase price of Shares
accepted for payment is to be sent to someone other than the undersigned or to
the undersigned at an address other than that above.
Mail check to:
Name _________________________________________________________________________
(PLEASE PRINT)
Address ______________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
______________________________________________________________________________
(EMPLOYER IDENTIFICATION OR
SOCIAL SECURITY NUMBER)
- -----------------------------------------------------
5
<PAGE>
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY.)
/ / CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
- --------------------------------------------------------------------------------
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution ____________________________________________
Account Number ___________________________________________________________
Transaction Code Number __________________________________________________
/ / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s) ___________________________________________
Date of Execution of Notice of Guaranteed Delivery _______________________
Name of Institution that Guaranteed Delivery _____________________________
If delivered by Book-Entry Transfer:
Name of Tendering Institution ____________________________________________
__________________________________________________________________________
Account Number ___________________________________________________________
Transaction Code Number __________________________________________________
- --------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
To EquiServe:
The undersigned hereby tenders to DPL Inc., an Ohio corporation, the
above-described common shares, par value $.01 per share, at the price per share
indicated in this Letter of Transmittal, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated February 4, 2000, receipt of which is hereby acknowledged, and in
this Letter of Transmittal which, as amended or supplemented from time to time,
together constitute the offer. All shares tendered and purchased will include
the associated 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.
Subject to, and effective upon, acceptance for payment of the shares
tendered in accordance with the terms and subject to the conditions of the
offer, including, if the offer is extended or amended, the terms and conditions
of the extension or amendment, the undersigned sells, assigns and transfers to,
or upon the order of, DPL all right, title and interest in and to all shares
tendered and orders the registration of all shares if tendered by book-entry
transfer and
6
<PAGE>
irrevocably constitutes and appoints the Depositary as the true and lawful agent
and attorney-in-fact of the undersigned with respect to the shares with full
knowledge that the Depositary also acts as the agent of DPL, with full power of
substitution (the power of attorney being deemed to be an irrevocable power
coupled with an interest), to:
(a) deliver certificate(s) representing the shares or transfer ownership of
the shares on the account books maintained by the Book-Entry Transfer
Facility, together, in either case, with all accompanying evidences of
transfer and authenticity, to or upon the order of DPL upon receipt by
the Depositary, as the undersigned's agent, of the purchase price with
respect to the shares;
(b) present certificates for the shares for cancellation and transfer on
DPL's books; and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of the shares, subject to the next paragraph, all in accordance
with the terms and subject to the conditions of the offer.
The undersigned covenants, represents and warrants to DPL that:
(1) the undersigned has full power and authority to tender, sell, assign
and transfer the shares tendered hereby and when and to the extent accepted
for payment, DPL will acquire good, marketable and unencumbered title to the
tendered shares, free and clear of all security interests, liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer of the shares, and not subject
to any adverse claims;
(2) the undersigned understands that tenders of shares pursuant to any
one of the procedures described in Section 3 of the Offer to Purchase and in
the instructions will constitute the undersigned's acceptance of the terms
and conditions of the offer, including the undersigned's representation and
warranty that (i) the undersigned has a "net long position," within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934,
in the shares or equivalent securities at least equal to the shares being
tendered, and (ii) the tender of shares complies with Rule 14e-4;
(3) the undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or DPL to be necessary or
desirable to complete the sale, assignment and transfer of the shares
tendered; and
(4) the undersigned has read, understands and agrees to all of the terms
of the offer.
The undersigned understands that tenders of shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions to this Letter of Transmittal will constitute a binding agreement
between the undersigned and DPL upon the terms and subject to the conditions of
the offer. The undersigned acknowledges that under no circumstances will DPL pay
interest on the purchase price, including without limitation, by reason of any
delay in making payment.
All authority conferred or agreed to be conferred will survive the death or
incapacity of the undersigned, and any obligation of the undersigned will be
binding on the heirs, personal representatives, executors, administrators,
successors, assigns, trustees in bankruptcy and legal representatives of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already printed above, exactly as they appear on the
certificates representing shares tendered. The certificate numbers, the number
of shares represented by the certificates and the number of shares that the
undersigned wishes to tender, should be set forth in the appropriate boxes
above. The price at which the shares are being tendered should be indicated in
the appropriate boxes above.
The undersigned understands that DPL will determine a single per share
price, not in excess of $23.00 nor less than $20.00 that it will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. All shares acquired in the offer
will be acquired at the same purchase price. DPL will select the lowest purchase
price that will allow it to buy 25,000,000 shares or, if a lesser number of
shares are properly tendered, all shares that are properly tendered. All shares
properly tendered at prices at or below the purchase price and not properly
withdrawn will be purchased, subject to the conditions of the offer and the "odd
lot" priority, proration and conditional tender provisions described in the
Offer to Purchase. Shares tendered at prices in excess of the purchase price
that is determined by DPL and shares not purchased because of proration or
conditional tenders will be returned.
7
<PAGE>
- --------------------------------------------------------------------------------
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 ON PAGE 9)
- -- >
< --
______________________________________________________________________________
- -- >
< --
______________________________________________________________________________
(SIGNATURE(S) OF SHAREHOLDER(S))
Dated: ____________________________________
(Must be signed by registered holder(s) as name(s) appear(s) on the
certificate(s) for the shares or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, please provide the
following information and see Instruction 6.)
Name(s): _____________________________________________________________________
(PLEASE PRINT)
______________________________________________________________________________
Capacity (full title): _______________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No.: _________________________________________
Employer Identification or
Social Security No.: _________________________________________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 6)
______________________________________________________________________________
AUTHORIZED SIGNATURE
______________________________________________________________________________
NAME (PLEASE PRINT)
______________________________________________________________________________
NAME OF FIRM
______________________________________________________________________________
ADDRESS
______________________________________________________________________________
(INCLUDE ZIP CODE)
______________________________________________________________________________
AREA CODE AND TELEPHONE NO.
Dated: ____________________________________
- --------------------------------------------------------------------------------
8
<PAGE>
TO BE COMPLETED BY ALL SURRENDERING SHAREHOLDERS
(See Instruction 13)
<TABLE>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
PAYER'S NAME: EquiServe
- ----------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN --------------------------------
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY Social Security number
DEPARTMENT OF THE TREASURY BY SIGNING AND DATING BELOW. or
INTERNAL REVENUE SERVICE -------------------------------- Employer ID number
PAYER'S REQUEST FOR TAXPAYER NAME (If a joint account or you --------------------------------
IDENTIFICATION NUMBER changed your name, see PART-2--For Payees exempt from
("TIN") Guidelines) backup withholding, see the
-------------------------------- Important Tax Information
CHECK APPROPRIATE BOX: contained herein and Guidelines
/ / Individual/Sole proprietor for Certification of Taxpayer-
/ / Corporation / / Partnership Identification Number on
/ / Other Substitute Form W-9 enclosed
-------------------------------- herewith and complete as
BUSINESS NAME. If different from instructed.
above (See Guidelines):
--------------------------------
ADDRESS:
--------------------------------
CITY STATE ZIP CODE
- ----------------------------------------------------------------------------------------------------
Part 3--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number (or I am waiting
for a number to be issued to me) and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or
(b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup withholding.
Certification Instructions--You must cross out item (2) above if you have been notified by the IRS
that you are currently subject to backup withholding because of under-reporting interest or
dividends on your tax return. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2). If you are exempt from backup withholding, check
the box in Part 5 below.
- ----------------------------------------------------------------------------------------------------
SIGNATURE --------------------------- DATE ------------------ Part 4--Awaiting TIN / /
Part 5--Exempt TIN / /
- ----------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU CHECKED THE BOX IN PART 4 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31 percent of all reportable payments made to me will be
withheld but that such amounts will be refunded to me if I then provide a
certified Taxpayer Identification Number within sixty (60) days.
Signature: _____________________________ Date: ____________________________
- --------------------------------------------------------------------------------
9
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER.
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if either:
(a) this Letter of Transmittal is signed by the registered holder of the
shares (which term, for these purposes, includes any participant in the
Book-Entry Transfer Facility whose name appears on a security position
listing as the owner of the shares) tendered exactly as the name of the
registered holder appears on the certificate(s) for the shares tendered
with this Letter of Transmittal and payment and delivery are to be made
directly to the owner and the owner has not completed either the box
entitled "Special Payment Instructions" or "Special Delivery
Instructions" above; or
(b) the shares are tendered for the account of a bank, broker, dealer,
credit union, savings association or other entity which is a member in
good standing of the Securities Transfer Agents Medallion Program or a
bank, broker, dealer, credit union, savings association or other entity
which is an "eligible guarantor institution," as that term is defined in
Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended (each of the foregoing constituting an "Eligible Institution").
In all other cases, an Eligible Institution must guarantee all signatures on
this Letter of Transmittal. See Instruction 6.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed only if certificates
for shares are delivered with it to the Depositary (or the certificates will be
delivered pursuant to a Notice of Guaranteed Delivery previously sent to the
Depositary), if a tender for shares is being made concurrently pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase or if a Tender for shares is being made for shares held by the
Transfer Agent in DPL's dividend reinvestment plan. Certificates for all
physically tendered shares or confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of shares tendered
electronically, together in each case with a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile of the Letter of
Transmittal), or an Agent's Message, and any other documents required by this
Letter of Transmittal, should be mailed or delivered to the Depositary at the
appropriate address set forth in this document and must be delivered to the
Depositary on or before the Expiration Date. Delivery of documents to the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary.
Shareholders whose certificates are not immediately available or who cannot
deliver certificates for their shares and all other required documents to the
Depositary before the Expiration Date, or whose shares cannot be delivered on a
timely basis pursuant to the procedures for book-entry transfer, must, in any
case, tender their shares by or through any Eligible Institution by properly
completing and duly executing and delivering a Notice of Guaranteed Delivery (or
facsimile of the Notice of Guaranteed Delivery) and by otherwise complying with
the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to that procedure, certificates for all physically tendered
shares or book-entry confirmations, as the case may be, as well as this properly
completed and duly executed Letter of Transmittal (or manually signed facsimile
of this Letter of Transmittal), or an Agent's Message, and all other documents
required by this Letter of Transmittal, must be received by the Depositary
within three (3) New York Stock Exchange trading days after receipt by the
Depositary of the Notice of Guaranteed Delivery, all as provided in Section 3 of
the Offer to Purchase.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must include a
signature guarantee by an Eligible Institution in the form set forth therein.
For shares to be tendered validly pursuant to the guaranteed delivery procedure,
the Depositary must receive the Notice of Guaranteed Delivery on or before the
Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Except as specifically permitted by Section 6 of the Offer to Purchase, DPL
will not accept any alternative, conditional or contingent tenders, nor will it
purchase any fractional shares, except as expressly provided in the Offer to
Purchase. All tendering shareholders, by execution of this Letter of Transmittal
(or a facsimile of this Letter of Transmittal), waive any right to receive any
notice of the acceptance of their tender.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Shares Tendered" above is inadequate, the certificate numbers
and/or the number of shares should be listed on a separate signed schedule and
attached to this Letter of Transmittal.
10
<PAGE>
4. PARTIAL TENDERS AND UNPURCHASED SHARES. (Not applicable to shareholders
who tender by book-entry transfer.) If fewer than all of the shares evidenced by
any certificate are to be tendered, fill in the number of shares that are to be
tendered in the column entitled "Number of Shares Tendered" in the box entitled
"Description of Shares Tendered" above. In that case, if any tendered shares are
purchased, a new certificate for the remainder of the shares (including any
shares not purchased) evidenced by the old certificate(s) will be issued and
sent to the registered holder(s). Unless otherwise indicated, all shares
represented by the certificate(s) set forth above and delivered to the
Depositary will be deemed to have been tendered.
5. INDICATION OF PRICE AT WHICH SHARES ARE BEING TENDERED. If a
shareholder is an Odd Lot Holder (as explained in instruction 8 below), for
shares to be properly tendered, the shareholder MUST either (1) check the box in
the section captioned "Odd Lots" indicating that the shareholder wishes to
tender at the price determined by DPL or (2) check the box in the section
captioned "Odd Lots" indicating that the shareholder wishes to tender at the
price indicated in the section captioned "Shares Tendered at Price Determined by
Shareholder" and check a box in that section. If a shareholder is not an Odd Lot
Holder, for shares to be properly tendered, the shareholder MUST either
(1) check the box next to the section captioned "Shares Tendered at Price
Determined Pursuant to the Offer" or (2) check one of the boxes in the section
captioned "Shares Tendered at Price Determined by Shareholder" indicating the
price at which the shareholder is tendering shares. A shareholder wishing to
tender a portion(s) of the holder's shares at different prices must complete a
separate Letter of Transmittal for each price at which the holder wishes to
tender each portion of the holder's shares. The same shares cannot be tendered
(unless previously properly withdrawn as provided in Section 4 of the Offer to
Purchase) at more than one price.
6. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
shares tendered, the signature(s) must correspond exactly with the name(s) as
written on the face of the certificate(s) without any change whatsoever.
If the shares tendered are registered in the names of two or more joint
holders, each holder must sign this Letter of Transmittal.
If any tendered shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimile) as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder(s) of the
shares tendered, no endorsement(s) of certificate(s) representing the shares or
separate stock power(s) are required unless payment is to be made to a person
other than the registered holder(s). Signature(s) on the certificate(s) must be
guaranteed by an Eligible Institution. If this Letter of Transmittal is signed
by a person other than the registered holder(s) of the certificate(s) listed, or
if payment is to be made to a person other than the registered holder(s), the
certificate(s) must be endorsed or accompanied by appropriate stock power(s), in
either case signed exactly as the name(s) of the registered holder(s) appears on
the certificate(s), and the signature(s) on the certificate(s) or stock power(s)
must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate(s) or stock power(s) is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, that person should so indicate when signing this Letter
of Transmittal and must submit proper evidence satisfactory to DPL of his or her
authority to so act.
7. STOCK TRANSFER TAXES. Except as provided in this Instruction 7, no
stock transfer tax stamps or funds to cover tax stamps need accompany this
Letter of Transmittal. DPL will pay any stock transfer taxes payable on the
transfer to it of shares purchased pursuant to the offer. If, however, either
(a) payment of the purchase price for shares tendered and accepted for purchase
is to be made to any person other than the registered holder(s); or
(c) certificate(s) representing tendered shares are registered in the name(s) of
any person(s) other than the person(s) signing this Letter of Transmittal, then
the Depositary will deduct from the purchase price the amount of any stock
transfer taxes (whether imposed on the registered holder(s), other person(s) or
otherwise) payable on account of the transfer to that person, unless
satisfactory evidence of the payment of the taxes or any exemption therefrom is
submitted.
8. ODD LOTS. As described in Section 1 of the Offer to Purchase, if DPL is
to purchase fewer than all shares tendered before the Expiration Date and not
properly withdrawn, the shares purchased first will consist of all shares
properly tendered by any shareholder who owned, beneficially or of record, an
aggregate of fewer than 100 shares (not including any shares held in DPL's
Savings Plans or in the DPL Inc. Employee Stock Ownership Plan), and who tenders
all of the holder's shares at or below the purchase price (an "Odd Lot Holder").
This preference will not be available unless the section captioned "Odd Lots" is
completed.
11
<PAGE>
9. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
shares are to be purchased in the event of proration. The order of purchase may
have an effect on the federal income tax treatment of the purchase price for the
shares purchased. See Sections 1 and 14 of the Offer to Purchase.
10. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If check(s) are to be
issued in the name of a person other than the signer of this Letter of
Transmittal or if the certificates and/or checks are to be sent to someone other
than the person signing this Letter of Transmittal or to the signer at a
different address, the box entitled "Special Payment Instructions" and/or the
box entitled "Special Delivery Instructions" on this Letter of Transmittal
should be completed as applicable and signatures must be guaranteed as described
in Instruction 1.
11. IRREGULARITIES. All questions as to the number of shares to be
accepted, the price to be paid for the shares and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of shares will be determined by DPL in its sole discretion, which determination
will be final and binding on all parties. DPL reserves the absolute right to
reject any or all tenders of shares it determines not to be in proper form or
the acceptance of which or payment for which may, in the opinion of DPL's
counsel, be unlawful. DPL also reserves the absolute right to waive any of the
conditions of the offer or any defect or irregularity in any tender with respect
to any particular shares or any particular shareholder, and DPL's interpretation
of the terms of the offer (including these Instructions) will be final and
binding on all parties. No tender of shares will be deemed to be properly made
until all defects and irregularities have been cured by the tendering
shareholder or waived by DPL. Unless waived, any defects or irregularities in
connection with tenders must be cured within that time as DPL will determine.
None of DPL, the Dealer Manager (as defined in the Offer to Purchase), the
Depositary, the Information Agent (as defined in the Offer to Purchase) or any
other person is or will be obligated to give notice of any defects or
irregularities in tenders and none of them will incur any liability for failure
to give any notice of defect or irregularity.
12. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
or requests for assistance may be directed to, or additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be obtained from, the Information Agent or the Dealer Manager at
their addresses and telephone numbers set forth below.
13. TAX IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal income tax
law generally requires that a shareholder whose tendered shares are accepted for
purchase, or the shareholder's assignee (in either case, the "Payee"), provide
the Depositary with the Payee's correct Taxpayer Identification Number ("TIN"),
which, in the case of a Payee who is an individual, is the Payee's social
security number. If the Depositary is not provided with the correct TIN or an
adequate basis for an exemption, the Payee may be subject to penalties imposed
by the Internal Revenue Service and backup withholding in an amount equal to 31%
of the gross proceeds received pursuant to the offer. If withholding results in
an overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each Payee must provide the Payee's correct
TIN by completing the Substitute Form W-9 set forth in this document, certifying
that the TIN provided is correct (or that the Payee is awaiting a TIN) and that
(i) the Payee is exempt from backup withholding, (ii) the Payee has not been
notified by the Internal Revenue Service that the Payee is subject to backup
withholding as a result of a failure to report all interest or dividends, or
(iii) the Internal Revenue Service has notified the Payee that the Payee is no
longer subject to backup withholding.
If the Payee lacks a TIN, the Payee should (i) consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 ("W-9 Guidelines") for instructions on applying for a TIN, (ii) write
"Applied For" in the space provided in Part 1 of the Substitute Form W-9, and
(iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth in this document. If the Payee does not
provide the Payee's TIN to the Depositary within sixty (60) days, backup
withholding will begin and continue until the Payee furnishes the Payee's TIN to
the Depositary. Note that writing "Applied For" on the Substitute Form W-9 means
that the Payee has already applied for a TIN or that the Payee intends to apply
for one in the near future.
If shares are held in more than one name or are not in the name of the
actual owner, consult the W-9 Guidelines for information on which TIN to report.
Exempt Payees (including, among others, all corporations and certain foreign
individuals) are not subject to backup withholding and reporting requirements.
To prevent possible erroneous backup withholding, an exempt Payee should write
"Exempt" in Part 2 of the Substitute Form W-9. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on the Substitute Form W-9 for
additional instructions. In order for a nonresident alien or foreign
12
<PAGE>
entity to qualify as exempt, that person must submit a completed IRS Form W-8
Certificate of Foreign Status or a Substitute Form W-8, signed under penalty of
perjury attesting to the exempt status. This form may be obtained from the
Depositary.
14. WITHHOLDING FOR NON-UNITED STATES SHAREHOLDERS. Even if a Non-United
States Shareholder (as defined below) has provided the required certification to
avoid backup withholding, the Depositary will withhold United States federal
income taxes equal to 30% of the gross payments payable to a Non-United States
Shareholder or the holder's agent unless the Depositary determines that a
reduced rate of withholding is available pursuant to a tax treaty or that an
exemption from withholding is applicable because the gross proceeds are
effectively connected with the conduct of a trade or business within the United
States. For this purpose, a "Non-United States Shareholder" is any shareholder
that for United States federal income tax purposes is not (i) a citizen or
resident of the United States, (ii) a corporation or partnership created or
organized in or under the laws of the United States or any State or the District
of Columbia, (iii) an estate the income of which is subject to United States
federal income taxation regardless of the source of that income, or (iv) a trust
(a) the administration over which a United States court can exercise primary
supervision and (b) all of the substantial decisions of which one or more United
States persons have the authority to control. Notwithstanding the foregoing, to
the extent provided in United States Treasury Regulations, certain trusts in
existence on August 20, 1996, and treated as United States persons before that
date, that elect to continue to be treated as United States persons also will
not be Non-United States Shareholders. In order to obtain a reduced rate of
withholding pursuant to a tax treaty, a Non-United States Shareholder must
deliver to the Depositary before the payment a properly completed and executed
IRS Form 1001. In order to obtain an exemption from withholding on the grounds
that the gross proceeds paid pursuant to the offer are effectively connected
with the conduct of a trade or business within the United States, a Non-United
States Shareholder must deliver to the Depositary a properly completed and
executed IRS Form 4224. The Depositary will determine a shareholder's status as
a Non-United States Shareholder and eligibility for a reduced rate of, or an
exemption from, withholding by reference to outstanding certificates or
statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and
circumstances indicate that reliance is not warranted. A Non-United States
Shareholder may be eligible to obtain a refund of all or a portion of any tax
withheld if the Non-United States Shareholder meets those tests described in
Section 14 of the Offer to Purchase that would characterize the exchange as a
sale (as opposed to a dividend) or is otherwise able to establish that no tax or
a reduced amount of tax is due.
Non-United States Shareholders are urged to consult their own tax advisors
regarding the application of United States federal income tax withholding,
including eligibility for a withholding tax reduction or exemption, and the
refund procedure.
15. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. If any
certificate(s) representing shares has been lost, stolen, destroyed or
mutilated, the shareholder should complete an affidavit of loss and return it
with the shareholder's Letter of Transmittal. Please call 1-800-736-3001 to
obtain an affidavit of loss and for further instructions.
16. CONDITIONAL TENDERS. As described in Sections 1 and 6 of the Offer to
Purchase, shareholders may condition their tenders on all or a minimum number of
their tendered shares being purchased. If DPL is to purchase less than all of
the shares tendered before the Expiration Date and not withdrawn, the Depositary
will perform a preliminary proration, and any shares tendered at or below the
purchase price pursuant to a conditional tender for which the condition was not
satisfied by the preliminary proration will be deemed withdrawn, subject to
reinstatement if such conditional tendered shares are subsequently selected by
random lot for purchase subject to Sections 1 and 6 of the Offer to Purchase.
Conditional tenders will be selected by lot only from shareholders who tender
all of their shares. All tendered shares will be deemed unconditionally tendered
unless the "Conditional Tender" box is completed. The conditional tender
alternative is made available so that a shareholder may assure that the purchase
of shares from the shareholder pursuant to the offer will be treated as a sale
of the shares by the shareholder, rather than the payment of a dividend to the
shareholder, for federal income tax purposes. Odd Lot Shares, which will not be
subject to proration, cannot be conditionally tendered. It is the tendering
shareholder's responsibility to calculate the minimum number of shares that must
be purchased from the shareholder in order for the shareholder to qualify for
sale (rather than dividend) treatment, and each shareholder is urged to consult
his or her own tax advisor.
IN THE EVENT OF PRORATION, ANY SHARES TENDERED PURSUANT TO A CONDITIONAL
TENDER FOR WHICH THE MINIMUM REQUIREMENTS ARE NOT SATISFIED MAY NOT BE ACCEPTED
AND THEREBY WILL BE DEEMED WITHDRAWN.
17. DPL SAVINGS PLANS; DPL INC. EMPLOYEE STOCK OWNERSHIP
PLAN. Participants in any of the DPL Savings Plans or in the DPL Inc. Employee
Stock Ownership Plan may not use this Letter of Transmittal to direct the tender
of shares attributable to their individual accounts, but must comply with the
instructions found in the "Letter to Participants in
13
<PAGE>
the DPL Savings Plans" or the "Letter to Participants in the DPL Inc. Employee
Stock Ownership Plan" sent separately to them. Participants in these plans are
urged to carefully read the "Letter to Participants in the DPL Savings Plans"
and the "Letter to Participants in the DPL Inc. Employee Stock Ownership Plan"
and related materials sent to them.
18. TENDER OF DIVIDEND REINVESTMENT PLAN SHARES. Shareholders who are
participants in DPL's dividend reinvestment plan ("DRP") and who wish to tender
DRP shares pursuant to the offer should so indicate by (a) marking "Yes" in the
section of this Letter of Transmittal captioned "Dividend Reinvestment Plan,"
and (b) indicate whether they are tendering all or a partial amount of their DRP
shares. Partial tenders must be for whole share amounts; fractional shares will
not be accepted for tender. Tenders for all DRP shares will include any shares
credited to your DRP account as a result of the dividend payable March 1, 2000,
subject to proration.
IMPORTANT: THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED,
OR MANUALLY SIGNED FACSIMILE OF THIS LETTER OF TRANSMITTAL, TOGETHER WITH
CERTIFICATES REPRESENTING SHARES BEING TENDERED OR CONFIRMATION OF BOOK-ENTRY
TRANSFER AND ALL OTHER REQUIRED DOCUMENTS, OR A NOTICE OF GUARANTEED DELIVERY,
MUST BE RECEIVED BEFORE 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THE EXPIRATION
DATE. SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED SUBSTITUTE FORM W-9 WITH
THIS LETTER OF TRANSMITTAL.
14
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[GEORGESON LOGO]
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: (800) 223-2064
THE DEALER MANAGER FOR THE OFFER IS:
CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, New York 10010-3629
Call Toll Free: (800) 646-4543
<PAGE>
[DPL LOGO]
February 4, 2000
To The Participants In the DPL Inc. Employee Stock Ownership Plan:
DPL invites you, as a holder of DPL common shares through your participation
in DPL Inc.'s Employee Stock Ownership Plan (the "ESOP"), to tender to us some
or all of the shares held in your account. We are 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.
We will determine a single per share price that we will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. We will select the lowest purchase
price that will allow us to buy 25,000,000 shares or, if a lesser number of
shares are properly tendered, all shares that are properly tendered. All shares
acquired in the offer will be acquired at the same purchase price.
Our offer is being made upon the terms and subject to the conditions set
forth in the Offer to Purchase and related Letter of Transmittal. The terms and
conditions of the offer are explained in detail in the enclosed Offer to
Purchase and the related Letter of Transmittal. We encourage you to read these
materials carefully before making any decision with respect to the offer.
The offer will expire at 12:00 Midnight, New York City time, on Friday,
March 3, 2000, unless we extend it, however, if you wish to properly tender some
or all of the shares held in your ESOP account, you must provide your tender
instructions to Bank One Trust Company, N.A., through its agent, no later than
five business days before the expiration of the offer.
The Board of Directors of DPL has approved the offer. However, neither DPL
nor our 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. Our directors and executive officers have advised us that they will
not tender any shares in the offer.
IF YOU DO NOT WISH TO PARTICIPATE IN THIS OFFER, YOU DO NOT NEED TO TAKE ANY
ACTION. IF YOU DO WISH TO TENDER SOME OR ALL OF THE SHARES HELD IN YOUR ESOP
ACCOUNT, THE INSTRUCTIONS ON HOW TO TENDER THOSE SHARES ARE EXPLAINED IN DETAIL
IN THE ACCOMPANYING MATERIALS. YOU SHOULD READ AND FOLLOW THE INSTRUCTIONS FOUND
IN THE ENCLOSED "LETTER TO PARTICIPANTS IN THE DPL INC. EMPLOYEE STOCK OWNERSHIP
PLAN" CAREFULLY.
Under the terms of the ESOP, funds contributed by DPL or its subsidiaries
and earnings on those funds must be invested in DPL common shares. The proceeds
received by the trustee from any shares tendered by you from your ESOP account
will be reinvested under the terms of the ESOP in DPL common shares following
the tender offer. You should be aware that the proceeds reinvested under the
terms of the ESOP in common shares will be reinvested at the prevailing market
price at the time of reinvestment, which price may be higher or lower than the
purchase price paid by DPL for shares in the tender offer.
If you have any questions regarding the offer or need assistance in
tendering your shares, please contact Georgeson Shareholder
Communications, Inc., the Information Agent for the tender offer, at
(800) 223-2064 (toll free) or Credit Suisse First Boston Corporation, the Dealer
Manager for the tender offer, at (800) 646-4543 (toll free).
Sincerely,
Peter H. Foster
CHAIRMAN
Allen M. Hill
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
QUESTIONS AND ANSWERS ABOUT THE TENDER OFFER
FOR THE COMMON SHARES OF DPL INC.
WHAT IS THIS OFFER TO PURCHASE?
We are inviting you to tender DPL common shares, par value $.01 per share,
for purchase by us at a price not in excess of $23.00 nor less than $20.00 per
share, upon the terms and conditions described in the enclosed Offer to Purchase
and the related Letter of Transmittal.
WHAT WILL BE THE FINAL PURCHASE PRICE?
We will determine the lowest single per share price that will allow us to
buy 25,000,000 shares properly tendered, taking into account the number of
shares tendered and the prices specified by tendering shareholders or, if a
lesser number of shares are properly tendered, all shares properly tendered.
All shares acquired in the offer will be acquired at the same purchase
price.
If your shares are purchased in the offer, you will receive the purchase
price in cash for each of your shares that we purchase, without interest, and
you will not incur the usual transaction costs associated with open market
sales.
WHY IS DPL CONDUCTING THE TENDER OFFER?
DPL intends to incur approximately $605 million in additional long-term
obligations to repurchase shares in this offer. This is designed to increase the
financial leverage employed by the company in its capital structure.
This offer allows shareholders an opportunity to exit all or part of their
investment in DPL shares on potentially more favorable terms than would
otherwise be available. However, shareholders who choose not to tender their
shares may also benefit from these transactions. Non-tendering shareholders will
own a greater interest in a company with a potentially stronger earnings per
share growth rate.
WHAT IS A MODIFIED "DUTCH AUCTION"?
A modified "Dutch Auction" is a process through which we can offer to
purchase common shares, and the owners of those shares can decide whether or not
they want to tender, or sell, their shares, and if so, at what prices they would
like to tender, or sell, their shares within the price range we have
established.
AT WHAT PRICE MAY I TENDER MY SHARES?
You may elect to tender your shares at the price determined according to the
offer at a specified price, in increments of $0.125, starting at $20.00 per
share up to and including $23.00 per share.
You must indicate your election as to the percentage of ESOP shares you wish
to tender and the price at which you want to tender those shares on the enclosed
Instruction Form.
The ESOP is prohibited from selling shares to us for a price that is less
than the prevailing market price. Accordingly, if you elect to tender shares at
a price that is lower than the closing market price of our common shares on the
New York Stock Exchange at the expiration of the offer, the tender price you
elect will be deemed to have been increased to the closest tender price that is
not less than the closing price on the New York Stock Exchange at the expiration
of the offer.
HOW DO I TENDER THE SHARES ATTRIBUTABLE TO MY ESOP ACCOUNT?
You may instruct the trustee, through MIS Corporation, to tender some or all
of the shares attributed to your ESOP account by following the instructions in
the "Letter to Participants in the DPL Inc. Employee Stock Ownership Plan"
furnished separately.
1
<PAGE>
The Instruction Form provided separately must be completed and sent to the
trustee, through its agent, in the envelope provided with these documents.
To have shares properly tendered in the offer, the trustee, through its
agent, must receive the Instruction Form no later than 5 business days before
12:00 Midnight on Friday, March 3, 2000, the expiration of the offer period.
WHAT IF MY DESIGNATED PRICE IS ABOVE THE COMPANY'S PURCHASE PRICE?
Shares that are tendered at a designated price that is above the purchase
price determined by DPL will not be purchased and will be returned to you.
WHAT IF MORE THAN 25,000,000 SHARES ARE TENDERED AT OR BELOW THE PURCHASE PRICE?
If more than 25,000,000 shares are properly tendered at or below the
purchase price, shares tendered at or below the purchase price may be subject to
proration, under which we will accept for purchase a pro rata share of each
tender.
CAN I TENDER PART OF MY STOCK AT DIFFERENT PRICES?
Yes, you can elect to tender some shares at one price and other shares at a
second price.
The same shares cannot be tendered at different prices.
CAN DPL WITHDRAW THE TENDER OFFER?
Under certain circumstances discussed in the Offer to Purchase, we may
withdraw the tender offer until 12:00 Midnight, New York City time, on Friday,
March 3, 2000.
WHAT IF THE TERMS OF THE TENDER OFFER CHANGE?
If we extend the Expiration Date of the tender offer or materially change
the terms of the tender offer, we will give notice of the change and, under
certain circumstances, must, in connection with that change, extend the
expiration date of the offer at least ten (10) business days from such notice.
During the extension, you will continue to be able to withdraw the tender of
your shares.
DO I HAVE TO SELL MY SHARES TO DPL?
No. No one is required to tender any shares.
If you do not tender your shares, you will continue to own the same number
of shares without any adjustments.
The percentage of the outstanding shares held by non-tendering shareholders
will increase since the number of outstanding shares will be reduced upon
completion of the tender offer.
HOW DO I WITHDRAW THE SHARES ATTRIBUTABLE TO MY ESOP ACCOUNT FROM THE TENDER?
Shares attributed to your ESOP account can be withdrawn from the tender by
notifying the trustee, through its agent, at any time before 5 business days
prior to the Expiration Date, or at any time after 12:00 Midnight, New York City
time, on Friday, March 31, 2000 if we have not accepted the tendered shares for
payment pursuant to the offer before that date.
For a withdrawal to be effective, a written and telegraphic transmission
form must be timely provided to the trustee, through MIS Corporation, at its
address at 61 Accord Park Drive, Norwell, MA 02061.
2
<PAGE>
WHO IS THE TRUSTEE OF THE ESOP?
The trustee of the ESOP is Bank One Trust Company, N.A.
MIS Corporation will process instructions from plan participants in
connection with the tender offer.
WHAT IF I HOLD SHARES OUTSIDE THE ESOP?
If you hold shares outside the ESOP you will receive, under separate cover,
tender offer materials which can be used to tender the shares held outside the
ESOP.
Those tender offer materials MAY NOT be used to instruct Bank One Dayton,
N.A. to tender shares attributable to your ESOP account.
HOW WILL THE PROCEEDS OF THE TENDER OF MY ESOP SHARES BE INVESTED?
Under the terms of the ESOP, funds contributed by DPL or its subsidiaries
and earnings on those funds must be invested in DPL common shares. The proceeds
received by the trustee from any shares tendered by you from your ESOP account
will be reinvested under the terms of the ESOP in DPL common shares following
the tender offer. You should be aware that the proceeds reinvested under the
terms of the ESOP in DPL common shares will be reinvested at the prevailing
market price at the time of reinvestment, which price may be higher or lower
than the purchase price paid by DPL for shares in the tender offer.
HOW IS DPL GOING TO REPAY THE OBLIGATIONS INCURRED TO FUND THE TENDER OFFER?
We expect to repay the long-term obligations in the form of senior notes and
trust preferred securities incurred to finance our purchase of shares pursuant
to the offer through funds generated by our operations or through refinancing
the obligations at a later date.
CAN I TAKE ADVANTAGE OF THE "ODD LOT" PRIORITY?
No. Shares held in the ESOP are not eligible to avoid proration by virtue of
the "odd lot" priority.
CAN I MAKE A CONDITIONAL TENDER OF THE SHARES ATTRIBUTABLE TO MY ESOP ACCOUNT?
No. Shares held in the ESOP can not be conditionally tendered.
WHAT IF I HAVE QUESTIONS ABOUT THE TENDER OFFER?
Contact Georgeson Shareholder Communications, Inc., the Information Agent
for the tender offer, at (800) 223-2064 (toll free) or Credit Suisse First
Boston Corporation, the Dealer Manager for the tender offer, at (800) 646-4543
(toll free) with any questions about the terms and conditions of the tender
offer or how to tender your shares.
WHERE DO I OBTAIN ADDITIONAL COPIES OF THE LETTER TO PARTICIPANTS IN THE
DPL INC. EMPLOYEE STOCK OWNERSHIP PLAN?
Additional copies of the Letter to Participants in the DPL Inc. Employee
Stock Ownership Plan and any of the other tender offer documents can be obtained
from the Information Agent or the Dealer Manager.
3
<PAGE>
INSTRUCTION FORM
FOR SHARES HELD BY BANK ONE TRUST COMPANY, N.A., AS TRUSTEE,
IN THE FOLLOWING PLAN:
DPL INC. EMPLOYEE STOCK OWNERSHIP PLAN
THIS FORM IS TO BE RETURNED TO BANK ONE TRUST COMPANY, N.A.
AN ENVELOPE TO RETURN THIS FORM IS ENCLOSED.
The undersigned acknowledge(s) receipt of the letter regarding
tendering shares held in the DPL Inc., Employee Stock Ownership Pland and the
enclosed Offer to Purchase dated February 4, 2000 in connection with the
offer by DPL Inc., an Ohio corporation, to purchase its common shares, par
value $.01 per share. DPL is offering to purchase up to 25 million 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 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.
DPL will determine a single per share price that it will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. DPL will pay the same price for
all shares purchased in the offer. DPL will select the lowest purchase price
that will allow it to buy 25 million shares or, if a lesser number of shares
are properly tendered, all shares that are properly tendered. All shares
properly tendered at prices at or below the purchase price and not properly
withdrawn will be purchased, subject to the conditions of the offer and the
"odd lot" priority, proration and conditional tender provisions described in
the Offer to Purchase. Shares tendered at prices in excess of the purchase
price that is determined by DPL and shares not purchased because of proration
or conditional tenders will be returned.
TENDER INSTRUCTIONS
This will instruct you to tender shares held in my ESOP Plan account
indicated below, upon the terms and subject to the conditions of the Offer. If
no perecentage is indicated below, there will be no tender of the shares held
in my account.
IF WE HAVE NOT RECEIVED YOUR INSTRUCTIONS AT LEAST FIVE BUSINESS DAYS
BEFORE THE EXPIRATION OF THE OFFER, WE WILL NOT TENDER ANY SHARES HELD IN
YOUR ESOP ACCOUNT. YOUR INSTRUCTION FORM MUST BE RECEIVED AT BOX 9142,
HINGHAM, MA 02043 BY 12:00 MIDNIGHT, ON FEBRUARY 25, 2000, NEW YORK CITY
TIME, UNLESS THE OFFER IS EXTENDED.
Please fold and detach card at perforation before mailing
IF YOU ARE A PARTICIPANT IN THE DPL ESOP PLAN, THE NUMBER OF SHARES BELOW
INCLUDES SHARES HELD BY YOU IN THE PLAN, IF ANY, AT FEBRUARY 2, 2000,
ADDITIONAL SHARES MAY HAVE BEEN CREDITED AFTER THIS DATE. IN ORDER TO
TENDER ALL OR PART OF THE SHARES YOU HOLD IN THE DPL ESOP PLAN, YOU MUST
CHECK ONE OF THE BOXES ON THE REVERSE.
EMPLOYEE STOCK OWNERSHIP PLAN SHARES
The undersigned acknowledges that the proceeds of the sale for the
"Employee Stock Ownership Plan Shares" set forth below will be reinvested by
Bank One Trust Company, N.A., IN DPL Inc. common shares at the prevailing
market price at the time of reinvestment, which may be higher or lower than the
purchase price paid by DPL for shares in the offer.
The number of shares held in your ESOP account as of Wednesday, February
2, 2000 is shown to the right of your address.
The final number of shares, and, accordingly, the number of shares which
will be tendered in connection with the percentage figure you dicated on
the reverce side will be based on the total number of shares held in your
account as five business days before 12:00 midnight, New York City time on
March 3, 2000, unless the offer is extended. Any shares you may acquire in
your ESOP account after that final calculation will not be tendered.
The method of delivery of this document is at the option and risk of
the tendering shareholder. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. in all cases, sufficient
time should be allowed to assure delivery.
LABEL BELOW FOR MIS USE ONLY! _____________________________
T. ROWE PRICE TENDER OFFER Signature(s):
FOR DPLE (DPLEFTO) _____________________________
ORIGINAL FRONT 1-UP (SP) Print Name(s):
LINDA/SCOTT _____________________________
REVISION #1 2-4-00 SP Area Code and Telephone Number
REVISION #2 2-9-00 MH _____________________________
REVISION #3 2-9-00 MH Taxpayer Identification or
REVISION #4 2/9/00 SP Social Security No:
Date: __________________, 2000
<PAGE>
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES__/__PRF 1__PRF 2__
T. ROWE PRICE TENDER OFFER
FOR DPLS (DPLSFTO) OK TO PRINT AS IS"___"By signing this form
ORIGINAL BACK 1-UP SP you are authorizing MIS to print this form
LINDA/SCOTT in its current state.
REVISION #1 2-4-00 SP _________________________________________
REVISION #2 2-9-00 SP SIGNATURE OF PERSON AUTHORIZING DATE
REVISION #3 2/8/00 MH PRINTING
REVISION #4 2/9/00 MH
REVISION #5 2/9/00 SP
Please fold and detach card at perforation before mailing
By writing in a percentage to the left of a dollar amount below,
INSTEAD OF CHECKING THE BOX UNDER "SHARES TENDERED AT PRICE DETERMINED
PURSUANT TO THE OFFER," the undersigned hereby directs Bank One Trust
Company, N.A. to tender that percentage of ESOP shares at the price marked. I
understand that this action could result in none of the shares being
purchased if the purchase price determined by DPL for the shares is less than
the price marked below.
EMPLOYEE STOCK OWNERSHIP PLAN SHARES
SHARES TENDERED AT PRICE DETERMINED BY PARTICIPANT
/ / PLEASE TENDER SHARES CREDITED TO MY INDIVIDUAL ACCOUNT UNDER THE
PLAN IN THE PERCENTAGE INDICATED BELOW FOR EACH OF THE PRICES
PROVIDED. (THE TOTAL OF THE PERCENTAGES MAY NOT EXCEED 100%, BUT IT
MAY BE LESS THAN OR EQUAL TO 100%). A BLANK SPACE BEFORE A GIVEN PRICE
WILL BE TAKEN TO MEAN THAT NO SHARES CREDITED TO MY ACCOUNT ARE TO BE
TENDERED AT THAT PRICE. FILL IN THE TABLE BELOW ONLY IF YOU HAVE
CHECKED THIS BOX.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C><C><C>
___ % at $20.000 ___ % at $20.875 ___ % at $21.625 ___ % at $22.375
___ % at $20.125 ___ % at $21.000 ___ % at $21.750 ___ % at $22.500
___ % at $20.250 ___ % at $21.125 ___ % at $21.875 ___ % at $22.625
___ % at $20.375 ___ % at $21.250 ___ % at $22.000 ___ % at $22.750
___ % at $20.500 ___ % at $21.375 ___ % at $22.125 ___ % at $22.875
___ % at $20.625 ___ % at $21.500 ___ % at $22.250 ___ % at $23.000
___ % at $20.750
</TABLE>
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
/ / The undersigned wants to maximize the chance of having DPL Inc.
purchase ___% of the shares the undersigned is tendering (subject to
the possibility of proration). Accordingly, by checking THIS BOX
INSTEAD OF THE PRICE BOXES ABOVE, the undersigned hereby tenders
shares and is to accept the purchase price determined by DPL in
accordance with the terms of the offer. This action could result in
receiving a price per share as low as $20.00.
<PAGE>
INSTRUCTION FORM
FOR SHARES HELD BY T. ROWE PRICE TRUST COMPANY, AS TRUSTEE,
IN THE FOLLOWING PLANS:
THE DAYTON POWER AND LIGHT COMPANY EMPLOYEE SAVINGS PLAN
THE DAYTON POWER AND LIGHT COMPANY SAVINGS PLAN FOR
COLLECTIVE BARGAINING EMPLOYEES
THIS FORM IS TO BE RETURNED TO T. ROWE PRICE TRUST COMPANY
AN ENVELOPE TO RETURN THIS FORM IS ENCLOSED.
The undersigned acknowledge(s) receipt of the enclosed Offer to
Purchase dated February 4, 2000 in connection with the offer by DPL Inc., an
Ohio corporation, to purchase its common shares, par value $.01 per share.
DPL is offering to purchase up to 25 million 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 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.
DPL will determine a single per share price that it will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. DPL will pay the same price for
all shares purchased in the offer. DPL will select the lowest purchase price
that will allow it to buy 25 million shares or, if a lesser number of shares
are properly tendered, all shares that are properly tendered. All shares
properly tendered at prices at or below the purchase price and not properly
withdrawn will be purchased, subject to the conditions of the offer and the
"odd lot" priority, proration and conditional tender provisions described in
the Offer to Purchase. Shares tendered at prices in excess of the purchase
price that is determined by DPL and shares not purchased because of proration
or conditional tenders will be returned.
TENDER INSTRUCTIONS
This will instruct you to tender to DPL, on (our)(my) behalf, the
percentage of shares indicated below (or if no number is indicated below, all
shares) which are beneficially owned by (us)(me) and registered in your name,
upon the terms and subject to the conditions of offer.
IF WE HAVE NOT RECEIVED YOUR INSTRUCTIONS AT LEAST FIVE BUSINESS DAYS
BEFORE THE EXPIRATION OF THE OFFER, WE WILL NOT TENDER ANY SHARES HELD IN
YOUR SAVINGS PLAN ACCOUNT. YOUR INSTRUCTION FORM MUST BE RECEIVED AT BOX 9142,
HINGHAM, MA 02043 BY 12:00 MIDNIGHT, ON FEBRUARY 25, 2000, NEW YORK CITY
TIME, UNLESS THE OFFER IS EXTENDED.
Please fold and detach card at perforation before mailing
IF YOU ARE A PARTICIPANT IN ONE OF THE DPL SAVINGS PLANS, THE NUMBER
OF SHARES BELOW INCLUDES SHARES HELD BY YOU IN THE PLAN, IF ANY, AT FEBRUARY
2, 2000, ADDITIONAL SHARES MAY HAVE BEEN CREDITED AFTER THIS DATE. IN ORDER
TO TENDER ALL OR PART OF THE SHARES YOU HOLD IN THE DPL SAVINGS PLANS, YOU
MUST CHECK ONE OF THE BOXES BELOW.
SAVINGS PLAN SHARES
Under the terms of the Savings Plans, the proceeds received by the
Savings Plan trustee from any shares tendered by a Savings Plan participant
will be invested following the tender offer initially in a short-term
government securities fund. After any successfully tendered shares are
processed and the proceeds are credited to a participant's Savings Plan
account, participants may contact the trustee by the normal manner of
communication (e.g., voice response or on-line access) to exchange any
proceeds held in the short-term government securities fund or any other
investment option available under the terms of the Savings Plan.
The final number of shares, and accordingly, the number of shares which
will be tendered in connection with the percentage figure you indicated on
the reverse side will be based on the total number of shares held in your
account as of five business days before 12:00 midnight, New York City time
on March 3, 2000, unless the offer is extended. Any shares you may acquire in
your Savings Plan account after that final calculation will not be tendered.
The Savings Plans are prohibited from selling shares to DPL for a price
that is less than the prevailing market price. Accordingly, if you elect to
tender shares at a price that is lower than the prevailing price of DPL's
common shares on the New York Stock Exchange at the expiration of the offer,
the tender price you elect will be deemed to have been increased to the
closest tender price that is not less than that closing price.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF
THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
LABEL BELOW FOR MIS USE ONLY! _____________________________
T. ROWE PRICE TENDER OFFER Signature(s):
FOR DPLS (DPLSFTO) _____________________________
ORIGINAL FRONT 1-UP SP Print Name(s):
LINDA/SCOTT _____________________________
REVISION #1 2-4-00 SP Area Code and Telephone Number
REVISION #2 2-8-00 SP _____________________________
REVISION #3 2-9-00 SP Taxpayer Identification or
REVISION #4 2/9/00 MH Social Security No:
REVISION #5 2/9/00 SP Date: __________________, 2000
<PAGE>
LABEL BELOW FOR MIS USE ONLY! MIS EDITS: # OF CHANGES__/__PRF 1__PRF 2__
T. ROWE PRICE TENDER OFFER
FOR DPLS (DPLSFTO) OK TO PRINT AS IS"___"By signing this form
ORIGINAL BACK 1-UP SP you are authorizing MIS to print this form
LINDA/SCOTT in its current state.
REVISION #1 2-4-00 SP _________________________________________
REVISION #2 2-9-00 SP SIGNATURE OF PERSON AUTHORIZING DATE
REVISION #3 2/8/00 MH PRINTING
REVISION #4 2/9/00 MH
REVISION #5 2/9/00 SP
Please fold and detach card at perforation before mailing
By writing in a percentage to the left of a dollar amount below,
INSTEAD OF CHECKING THE BOX UNDER "SHARES TENDERED AT PRICE DETERMINED
PURSUANT TO THE OFFER," the undersigned hereby directs Bank One Trust
Company, N.A. to tender that percentage of Savings Plan shares at the price
marked. I understand that this action could result in none of the shares
being purchased if the purchase price determined by DPL for the shares is
less than the price marked below.
EMPLOYEE STOCK OWNERSHIP PLAN SHARES
SHARES TENDERED AT PRICE DETERMINED BY PARTICIPANT
/ / PLEASE TENDER SHARES CREDITED TO MY INDIVIDUAL ACCOUNT UNDER THE
PLAN IN THE PERCENTAGE INDICATED BELOW FOR EACH OF THE PRICES
PROVIDED. (THE TOTAL OF THE PERCENTAGES MAY NOT EXCEED 100%, BUT IT
MAY BE LESS THAN OR EQUAL TO 100%). A BLANK SPACE BEFORE A GIVEN PRICE
WILL BE TAKEN TO MEAN THAT NO SHARES CREDITED TO MY ACCOUNT ARE TO BE
TENDERED AT THAT PRICE. FILL IN THE TABLE BELOW ONLY IF YOU HAVE
CHECKED THIS BOX.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
<TABLE>
<S> <C><C><C>
___ % at $20.000 ___ % at $20.875 ___ % at $21.625 ___ % at $22.375
___ % at $20.125 ___ % at $21.000 ___ % at $21.750 ___ % at $22.500
___ % at $20.250 ___ % at $21.125 ___ % at $21.875 ___ % at $22.625
___ % at $20.375 ___ % at $21.250 ___ % at $22.000 ___ % at $22.750
___ % at $20.500 ___ % at $21.375 ___ % at $22.125 ___ % at $22.875
___ % at $20.625 ___ % at $21.500 ___ % at $22.250 ___ % at $23.000
___ % at $20.750
</TABLE>
SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
/ / The undersigned wants to maximize the chance of having DPL Inc.
purchase ___% of the shares the undersigned is tendering (subject to
the possibility of proration). Accordingly, by checking THIS BOX
INSTEAD OF THE PRICE BOXES ABOVE, the undersigned hereby tenders
shares and is to accept the purchase price determined by DPL in
accordance with the terms of the offer. This action could result in
receiving a price per share as low as $20.00.
