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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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DPL INC.
(Name of Subject Company (issuer) and Filing Person (offeror))
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COMMON SHARES, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
233 293 109
(CUSIP Number of Class of Securities)
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STEPHEN F. KOZIAR, JR.
GROUP VICE PRESIDENT AND GENERAL COUNSEL
DPL INC.
COURTHOUSE PLAZA SOUTHWEST
DAYTON, OH 45402
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Filing Person)
FEBRUARY 24, 2000
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Amount Previously Paid: $115,000 Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
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/ / Check box if filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
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/ / third-party tender offer subject to /X/ issuer tender offer subject to
Rule 14d-1. Rule 13e-4.
/ / going-private transaction subject to / / amendment to Schedule 13D under
Rule 13e-3. Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the
results of the tender offer: / /
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This Amendment No. 3 to Tender Offer Statement on Schedule TO amends and
supplements the statement originally filed on February 4, 2000, as amended on
February 10, 2000 and February 22, 2000, by DPL Inc., an Ohio corporation, in
connection with its offer to purchase common shares, par value $.01 per share.
DPL is offering to purchase up to 25,000,000 shares at a price not in excess of
$23.00 nor less than $20.00 per share, net to the seller in cash, without
interest, as specified by shareholders tendering their shares. DPL's offer is
being made upon the terms and subject to the conditions set forth in the Offer
to Purchase dated February 4, 2000 and in the related Letter of Transmittal,
which, as amended or supplemented from time to time, together constitute the
offer. All shares tendered and purchased will include preferred share purchase
rights issued pursuant to a Shareholder Rights Agreement, dated as of
December 3, 1991, between DPL and The First National Bank of Boston, as rights
agent, and, unless the context otherwise requires, all references to shares
include the associated preferred share purchase rights. This Tender Offer
Statement on Schedule TO is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Schedule TO is supplemented to incorporate herein a Press Release,
dated February 24, 2000, a copy of which is filed with this Schedule TO/A as
Exhibit (a)(5). This press release describes the material terms of debt to be
issued by DPL to finance a portion of the offer.
ITEM 12. EXHIBITS.
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(a)(1)(i) Offer to Purchase.**
(a)(1)(ii) Letter of Transmittal.**
(a)(1)(iii) Notice of Guaranteed Delivery.**
(a)(1)(iv) Letter to Shareholders from Peter H. Forster, Chairman, and
Allen M. Hill, President and CEO of DPL, dated February 4,
2000.**
(a)(1)(v) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan from Peter H. Forster, Chairman, and Allen M.
Hill, President and CEO of DPL, dated February 4, 2000.**
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(a)(5)(ii) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.**
(a)(5)(iii) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan for use by the trustee of such plan.**
(a)(5)(iv) Letter to Participants in The Dayton Power and Light Company
Savings Plans for use by the trustee of such plans.**
(a)(5)(v) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.**
(a)(5)(vi) Press Release dated February 2, 2000.**
(a)(5)(vii) Summary Advertisement dated February 4, 2000.**
(a)(5)(viii) Pages I-14 and I-15 and Exhibit 13 of DPL's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998
(incorporated by reference to DPL's Annual Report on Form
10-K filed with the Commission on March 30, 1999).*
(a)(5)(ix) Pages 1 through 7, inclusive, of DPL's Quarterly Report on
Form 10-Q for the period ended September 30, 1999
(incorporated by reference to DPL's Quarterly Report on Form
10-Q filed with the Commission on November 15, 1999).*
(a)(5)(x) Press Release dated February 24, 2000.
(b) 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.
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(d) See exhibit (b) above.
(e) Not required.
(f) Not required.
(g) Not applicable.
(h) Not applicable.
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* Information incorporated by reference is available to the public at the
website maintained by the Commission at http://www.sec.gov.
** Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
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Dated: February 24, 2000 DPL INC.
By: /s/ STEPHEN F. KOZIAR, JR.
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Name: Stephen F. Koziar, Jr.
TITLE: GROUP VICE PRESIDENT AND GENERAL
COUNSEL
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2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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(a)(1)(i) Offer to Purchase.**
(a)(1)(ii) Letter of Transmittal.**
(a)(1)(iii) Notice of Guaranteed Delivery.**
(a)(1)(iv) Letter to Shareholders from Peter H. Forster, Chairman, and
Allen M. Hill, President and CEO of DPL, dated February 4,
2000.**
(a)(1)(v) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan from Peter H. Forster, Chairman, and Allen M.
Hill, President and CEO of DPL, dated February 4, 2000.**
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(a)(5)(i) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.**
(a)(5)(ii) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.**
(a)(5)(iii) Letter to Participants in the DPL Inc. Employee Stock
Ownership Plan for use by the trustee of such plan.**
(a)(5)(iv) Letter to the Participants in The Dayton Power and Light
Company Savings Plans for use by the trustee of such
plans.**
(a)(5)(v) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.**
(a)(5)(vi) Press Release dated February 2, 2000.**
(a)(5)(vii) Summary Advertisement dated February 4, 2000.**
(a)(5)(viii) Pages I-14 and I-15 and Exhibit 13 of DPL's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998
(incorporated by reference to DPL's Annual Report on Form
10-K filed with the Commission on March 30, 1999).*
(a)(5)(ix) Pages 1 through 7, inclusive, of DPL's Quarterly Report on
Form 10-Q for the period ended September 30, 1999
(incorporated by reference to DPL's Quarterly Report on Form
10-Q filed with the Commission on November 15, 1999).*
(a)(5)(x) Press Release dated February 24, 2000.
(b) 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.
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* Information incorporated by reference is available to the public at the
website maintained by the Commission at http://www.sec.gov.
** Previously filed
3
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FOR IMMEDIATE RELEASE CONTACT (937) 224-5940
DPL TO SELL $425 MILLION OF 8.25% SENIOR NOTES DUE 2007
DAYTON, Ohio, February 24, 2000 - DPL Inc. announced today that it has signed a
purchase agreement with an investment bank for the sale to institutional
investors of $425 million of 8.25% Senior Notes due 2007. This sale is subject
to customary closing conditions and is expected to close on March 1, 2000. The
Senior Notes will not be registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent such registration or an
applicable exemption.
Proceeds of the sale will be used (i) to continue the Company's planned
expansion of its generation capacity, (ii) to retire short-term debt, (iii) to
fund a portion of the proposed repurchase by the Company of up to 25 million
shares of the Company's common stock pursuant to a self tender offer and (iv)
for other corporate purposes. The tender offer, commenced by the Company on
February 4, 2000, is currently scheduled to expire on March 3, 2000.
This announcement appears as a matter of record only and does not constitute an
offer to sell any Senior Notes described herein.
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DPL INC. IS A DIVERSIFIED ENERGY COMPANY SUPPLYING ENERGY SERVICES TO CUSTOMERS
IN THE MIDWEST THROUGH ITS SUBSIDIARIES, THE DAYTON POWER AND LIGHT COMPANY AND
DPL ENERGY.
