8-K 1 dp032905dpl-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 23, 2005 DPL Inc. ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Ohio 1-9052 31-1163136 ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1065 Woodman Drive, Dayton, Ohio 45432 ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (937) 224-6000 ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01. Completion of Acquisition or Disposition of Assets. As previously announced, on February 13, 2005, MVE, Inc. ("MVE") and Miami Valley Insurance Company ("MVIC"), subsidiaries of DPL Inc. (the "Company"), entered into a Purchase and Sale Agreement (the "Agreement") with AlpInvest/Lexington 2005, LLC ("AlpInvest/Lexington"), a joint venture of AlpInvest Partners and Lexington Partners, Inc. Pursuant to the Agreement, AlpInvest/Lexington agreed to purchase the Company's interests in forty-six private equity funds held by MVE and MVIC, with such sales to close from time to time as the parties obtained the approval of the general partner or other applicable manager of each fund. A copy of the Agreement is attached as Exhibit 10.1 to the Current Report on Form 8-K dated February 13, 2005 and is incorporated herein by reference. As of March 23, 2005, the Company has consummated the sale of twenty-five of the forty-six funds subject to the Agreement. All such sales were made to AlpInvest/Lexington or an affiliated entity thereof. The aggregate cash purchase price for the funds sold as of March 23, 2005 was $520.8 million. Item 9.01(c). Exhibits. 10.1 Purchase and Sale Agreement, dated February 13, 2005, by and between AlpInvest/Lexington 2005, LLC, MVE, Inc. and Miami Valley Insurance Company (Filed as Exhibit 10.1 to the Current Report on Form 8-K dated February 13, 2005 (File No. 1-9052)). Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DPL Inc. Date: March 29, 2005 /s/ John J. Gillen --------------------------------------- Name: John J. Gillen Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Paper (P) or Exhibit No. Description Electronic (E) ------------ ---------------------------------------------- -------------- 10.1 Purchase and Sale Agreement, dated February E 13, 2005, by and between AlpInvest/Lexington 2005, LLC, MVE, Inc. and Miami Valley Insurance Company(Filed as Exhibit 10.1 to the Current Report on Form 8-K dated February 13, 2005 (File No. 1-9052)).