-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AlGxMf9UOTYKzIV8KUb5QGJWyIdZk6TAPr2cRAYg6FtiLzoPNMkH7xg9RvN6voao CXBA/giJhsOwg6DTRTGVkA== 0000893750-04-000580.txt : 20041208 0000893750-04-000580.hdr.sgml : 20041208 20041208110338 ACCESSION NUMBER: 0000893750-04-000580 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041208 DATE AS OF CHANGE: 20041208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DPL INC CENTRAL INDEX KEY: 0000787250 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 311163136 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40869 FILM NUMBER: 041189979 BUSINESS ADDRESS: STREET 1: 1065 WOODMAN DRIVE CITY: DAYTON STATE: OH ZIP: 45432 BUSINESS PHONE: 937 259 7142 MAIL ADDRESS: STREET 1: 1065 WOODMAN DRIVE CITY: DAYTON STATE: OH ZIP: 45432 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KKR PARTNERS II LP CENTRAL INDEX KEY: 0000918992 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO LP STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127508300 MAIL ADDRESS: STREET 1: KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 schedule_13d.txt AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* DPL Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $ 0.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 233293109 - ------------------------------------------------------------------------------ (CUSIP Number) KKR 1996 Fund L.P., KKR Partners II, L.P., KKR Associates 1996 L.P., KKR 1996 GP LLC, KKR Associates (Strata) L.P., Strata LLC, Dayton Ventures LLC c/o Kohlberg Kravis Roberts & Co., L.P. 9 West 57th Street, New York, New York 10019 (212) 750-8300 Copy to: David J. Sorkin, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 7, 2004 - ------------------------------------------------------------------------------ Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box /_/. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 of 12 PAGES CUSIP No. 233293109 SCHEDULE 13D Page 2 of 12 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR 1996 FUND L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO, AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 0 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES 18,560,000 Common Shares assuming exercise of the Warrants** BENEFICIALLY **As of December 7, 2004, the Reporting Person did not own any shares of Issuer Common Stock. However, pursuant to OWNED BY Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton Ventures may be deemed EACH to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise REPORTING of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement PERSON _________________________________________________________________ 9 SOLE DISPOSITIVE POWER WITH 0 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% assuming exercise of the Warrants ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 233293109 SCHEDULE 13D Page 3 of 12 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR PARTNERS II, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO, AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 0 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES 18,560,000 Common Shares assuming exercise of the Warrants** BENEFICIALLY **As of December 7, 2004, the Reporting Person did not own any shares of Issuer Common Stock. However, pursuant to OWNED BY Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton Ventures may be deemed EACH to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise REPORTING of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement PERSON _________________________________________________________________ 9 SOLE DISPOSITIVE POWER WITH 0 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% assuming exercise of the Warrants ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 233293109 SCHEDULE 13D Page 4 of 12 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR ASSOCIATES 1996 L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO, AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 0 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES 18,560,000 Common Shares assuming exercise of the Warrants** BENEFICIALLY **As of December 7, 2004, the Reporting Person did not own any shares of Issuer Common Stock. However, pursuant to OWNED BY Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton Ventures may be deemed EACH to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise REPORTING of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement PERSON _________________________________________________________________ 9 SOLE DISPOSITIVE POWER WITH 0 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% assuming exercise of the Warrants ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 233293109 SCHEDULE 13D Page 5 of 12 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR 1996 GP LLC ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO, AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 0 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES 18,560,000 Common Shares assuming exercise of the Warrants** BENEFICIALLY **As of December 7, 2004, the Reporting Person did not own any shares of Issuer Common Stock. However, pursuant to OWNED BY Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton Ventures may be deemed EACH to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise REPORTING of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement PERSON _________________________________________________________________ 9 SOLE DISPOSITIVE POWER WITH 0 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% assuming exercise of the Warrants ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 233293109 SCHEDULE 13D Page 6 of 12 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON KKR ASSOCIATES (STRATA) L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO, AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 0 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES 18,560,000 Common Shares assuming exercise of the Warrants** BENEFICIALLY **As of December 7, 2004, the Reporting Person did not own any shares of Issuer Common Stock. However, pursuant to OWNED BY Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton Ventures may be deemed EACH to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise REPORTING of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement PERSON _________________________________________________________________ 9 SOLE DISPOSITIVE POWER WITH 0 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% assuming exercise of the Warrants ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 233293109 SCHEDULE 13D Page 7 of 12 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON STRATA LLC ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO, AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 0 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES 18,560,000 Common Shares assuming exercise of the Warrants** BENEFICIALLY **As of December 7, 2004, the Reporting Person did not own any shares of Issuer Common Stock. However, pursuant to OWNED BY Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton Ventures may be deemed EACH to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise REPORTING of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement PERSON _________________________________________________________________ 9 SOLE DISPOSITIVE POWER WITH 0 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% assuming exercise of the Warrants ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 233293109 SCHEDULE 13D Page 8 of 12 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dayton Ventures LLC ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO, AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER 0 _________________________________________________________________ NUMBER OF 8 SHARED VOTING POWER SHARES 18,560,000 Common Shares assuming exercise of the Warrants** BENEFICIALLY **As of December 7, 2004, the Reporting Person did not own any shares of Issuer Common Stock. However, pursuant to OWNED BY Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Dayton Ventures may be deemed EACH to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise REPORTING of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement PERSON _________________________________________________________________ 9 SOLE DISPOSITIVE POWER WITH 0 _________________________________________________________________ 10 SHARED DISPOSITIVE POWER 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,560,000 Common Shares assuming exercise of the Warrants ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.8% assuming exercise of the Warrants ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* OO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION CUSIP No. 233293109 SCHEDULE 13D Page 9 of 12 Pages AMENDMENT NO. 2 TO SCHEDULE 13D The Statement on Schedule 13D (the "Original 13D") originally filed on March 24, 2000 with the Securities and Exchange Commission by the Reporting Persons, as amended and restated by Amendment No. 1 to the Schedule 13D filed on April 5, 2004, relating to the common stock, par value $0.01 per share, of DPL Inc. (the "Issuer"), is hereby amended and supplemented with respect to the items set forth below. Item 4. Purpose of Transaction ---------------------- On December 7, 2004, Dayton Ventures LLC sold to Lehman Brothers Inc. 13,000,000 warrants to purchase 13,000,000 shares of Issuer Common Stock (the "Warrants"), subject to anti-dilution adjustments, for an aggregate purchase price of $49,400,000. The Warrant Purchase Agreement is attached to this Amendment No. 2 as Exhibit 10. Pursuant to the Warrant Purchase Agreement, Dayton Ventures LLC transferred to Lehman Brothers Inc. two of the five "demand" registration rights under the Securityholders and Registration Rights Agreement dated March 13, 2000, which was previously filed as Exhibit 7 to Amendment No. 1 to the Original 13D. Item 5. Interest in Securities of the Issuer. ------------------------------------ As of December 7, 2004, Dayton Ventures did not own any shares of Issuer Common Stock. However, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and after giving effect to the above-described transaction, Dayton Ventures may be deemed to beneficially own 18,560,000 shares of Issuer Common Stock, all of which is subject to issuance upon exercise of the Warrants acquired by Dayton Ventures pursuant to the Purchase Agreement. The 18,560,000 shares issuable upon the exercise of the Warrants would constitute approximately 12.8% of the Issuer Common Stock outstanding upon such conversion (based on 126,501,404 shares of Issuer's Common Stock outstanding as of September 30, 2004, as reported in Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). Accordingly, the percentage of the outstanding Issuer Common Stock beneficially owned by Dayton Ventures is approximately 12.8%. Item 7. Material to be Filed as Exhibits. -------------------------------- 10. Warrant Purchase Agreement dated as of November 23, 2004 between Dayton Ventures LLC and Lehman Brothers Inc. CUSIP No. 233293109 SCHEDULE 13D Page 10 of 12 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. DAYTON VENTURES LLC By: KKR 1996 Fund L.P., Member By: KKR Associates 1996 L.P., its General Partner By: KKR 1996 GP LLC, its General Partner By: /s/ William J. Janetschek ------------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR 1996 FUND L.P. By: KKR Associates 1996 L.P., its General Partner By: KKR 1996 GP LLC, its General Partner By: /s/ William J. Janetschek ------------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR PARTNERS II, L.P. By: KKR Associates (Strata) L.P., its General Partner By: Strata LLC, General Partner By: /s/ William J. Janetschek ------------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES 1996 L.P. By: KKR 1996 GP LLC, its General Partner By: /s/ William J. Janetschek ------------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR ASSOCIATES (STRATA) L.P. By: Strata LLC, its General Partner By: /s/ William J. Janetschek ------------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis KKR 1996 GP LLC By: /s/ William J. Janetschek ------------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis CUSIP No. 233293109 Page 11 of 12 Pages STRATA LLC By: /s/ William J. Janetschek ------------------------------- Name: William J. Janetschek Title: Attorney-in-fact for Henry R. Kravis Dated: December 7, 2004 CUSIP No. 233293109 Page 12 of 12 Pages INDEX TO EXHIBITS Exhibit Number Description of Exhibit 10. Warrant Purchase Agreement dated as of November 23, 2004 between Dayton Ventures LLC and Lehman Brothers Inc. EX-10 2 exh_10.txt WARRANT PURCHASE AGREEMENT Exhibit 10 Warrant Purchase Agreement WARRANT PURCHASE AGREEMENT, dated as of November 23, 2004, between Dayton Ventures LLC ("Seller") and Lehman Brothers Inc. ("Purchaser"). 1. Sale of Warrant. Subject to the terms and conditions contained herein, Seller hereby sells to Purchaser and Purchaser hereby purchases from Seller 13,000,000 warrants (each, a "Warrant"), dated March 13, 2000, each such Warrant entitling its holder to purchase one share of Company common stock ("Common Stock") of DPL Inc. (the "Company") at a price equal to $21.00 per share subject to the adjustment provisions and having the terms and conditions set forth therein. In consideration for such Warrants, Purchaser shall pay Seller $3.80 per Warrant. The total proceeds to the Seller shall equal: $49,400,000.00. 2. Closing. Closing of the sale and purchase under Section 1 of this Agreement (the "Closing") shall take place on the later of 5 business days after the date hereof and the date on which the Company actually delivers the Warrants in such names as the Purchaser may instruct (or such later date as Purchaser and Seller mutually agree). At or before Closing, Seller shall cause the Warrants and, to the extent transferable, two of its five demand registration rights under the Securityholders and Registration Rights Agreement relating to the Warrants (the "Registration Rights") to be delivered to Purchaser, and Purchaser shall execute any documentation reasonably necessary to effect such delivery. Delivery of the Warrants and the Registration Rights by Seller shall be made in accordance with the instructions of the Purchaser and in such name(s) as the Purchaser shall instruct. Seller makes no representation or warranty as to the Registration Rights and Purchaser takes the Registration Rights on an "as is where is" basis. Upon receipt of such deliveries, Purchaser shall make payment of the aggregate purchase price in accordance with Seller's wire instructions. 3. Representations of Seller. Seller represents and warrants that: a) Seller beneficially owns and has the unrestricted right (other than as such right may be restricted by laws of general application, including the Securities Act of 1933, as amended (the "Act")) to transfer the Warrants, free and clear of all liens, claims, charges and other encumbrances. b) Seller has full right, power and authority to enter into this Agreement and to transfer the Warrants in accordance with the terms of this Agreement and this Agreement constitutes a legal, valid and binding obligation of Seller. c) Seller's execution, delivery and performance of the Agreement do not violate or conflict with any law applicable to it, any agreement or instrument to which it is a party, any order or judgment of any court or other agency of government applicable to it or any of its assets, or any contractual restriction binding on or affecting it or any of its assets. d) Seller has not assigned or transferred any interest in the Warrants, or entered into any agreement with the Company the effect of which is to modify the rights of the holder of the Warrants as set forth herein. Seller acquired the Warrants and paid for them in full on or before March 13, 2000. e) Seller acknowledges and represents that it has made its own investigation into the merits and risks of entering into the transaction contemplated by this Agreement, and that it has the capacity and financial expertise to evaluate the same; and that it has not relied on any representations or warranties of Purchaser or its agents or affiliates except for the representations and warranties of Purchaser expressly provided herein. f) Seller is not currently acting as an agent of the Company. g) Seller is not prompted to sell the Warrants by any material, non-public information concerning the Company. h) Seller has not offered or sold any shares of common stock of the Company by any form of general solicitation or general advertising. i) Seller has obtained all necessary consents required in order to transfer validly the Warrants to Purchaser in accordance with their terms. j) Seller will make all required filings under all applicable securities laws in connection with this transaction. k) The Warrants are eligible for resale under Rule 144A under the Act. 4. Representations of Purchaser. Purchaser represents and warrants that: a) Purchaser is acquiring the Warrants for its own account and will resell the Warrants or will sell the shares acquired in connection with the exercise thereof only in transactions which would be permissible under the securities laws of the United States of America or any state thereof. b) Purchaser is an "accredited investor" as such term is defined in Regulation 230.501(a) under the Act. c) Purchaser is aware that the legends set forth in the Warrants will appear on the Warrants and any certificates representing the Warrants for so long as required by the Warrants. d) Purchaser has full right, power and authority to enter into this Agreement, and to purchase the Warrants from Seller on the terms described herein, and this Agreement constitutes a legal, valid and binding obligation of Purchaser. e) Purchaser acknowledges and represents that it has made its own investigation into the merits and risks of entering into the transaction contemplated by this agreement and that it has the capacity and financial experience to evaluate the same. Purchaser has received all the information it considers necessary or appropriate for deciding whether to acquire the Warrants and has had an opportunity to secure all such information as it deems necessary regarding the business, properties, prospects and financial condition of the Company. f) Purchaser is not an "affiliate" of the Company, as such term is defined in Regulation 230.144(a)(1) under the Act. g) Purchaser understands that the offer and the sale of the Warrants are not being registered under the Act or under any state or foreign securities laws. 5. Lock-Up. Seller agrees that, for a period of 30 days from the date hereof, it will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or other Warrants or securities convertible into or 2 exchangeable for Common Stock or other Warrants, or sell or grant options, rights or warrants with respect to any shares of Common Stock or other Warrants or securities convertible into or exchangeable for Common Stock or other Warrants or (2) enter into any swap or other derivatives or other transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock or Warrants, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or Warrants or other securities, in cash or otherwise, in each case without the prior written consent of Lehman Brothers Inc. 6. Law Governing. This Agreement shall be governed by and constructed in accordance with the laws of the State of New York without reference to choice of law doctrine. 7. Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors, and assigns of the parties hereto. 8. Miscellaneous. This Agreement may be executed concurrently in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each counterpart may be delivered by facsimile transmission, which transmission shall be deemed delivery of an originally executed document. The headings of the Sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all the previous agreements, promise or representations, whether written or oral, between the parties. 9. Fees and Expenses. Each of the Purchaser and Seller agrees to pay its own expenses and disbursements incident to the performance of its obligations hereunder. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. SELLER: DAYTON VENTURES LLC By: ____________________________________ Name: Title: PURCHASER: LEHMAN BROTHERS INC. By: _____________________________________ Name: Title: 4 -----END PRIVACY-ENHANCED MESSAGE-----