-----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, CBtbdQDJOiTc5To1cc5P9KL+4FmYp5I6HUIP2qyY9DxmWr+GCnEM+7r3iEMAGpeF ENZOE7CDPOCsZOXY7g4jZw== 0001021408-02-005546.txt : 20020422 0001021408-02-005546.hdr.sgml : 20020422 ACCESSION NUMBER: 0001021408-02-005546 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020422 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020422 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09052 FILM NUMBER: 02617264 BUSINESS ADDRESS: STREET 1: PO BOX 8825 CITY: DAYTON STATE: OH ZIP: 45401 BUSINESS PHONE: 5132246000 MAIL ADDRESS: STREET 1: PO BOX 8825 CITY: DAYTON STATE: OH ZIP: 45401 8-K 1 d8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) April 22, 2002 DPL INC. (Exact name of registrant as specified in its charter) OHIO 1-9052 31-1163136 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.)
1065 WOODMAN DRIVE, DAYTON, OHIO 45432 (Address of principal executive offices) (Zip Code) 937-224-6000 (Registrant's telephone number, including area code) NONE (Former name or former address, if changed since last report) Item 5. Other Events ------------ DPL Inc. issued a news release, dated April 21, 2002, which is attached hereto as Exhibit 99 and incorporated herein by reference. Item 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits Exhibit 99 News Release of DPL Inc., dated April 21, 2002. -1- SIGNATURES 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 thereunto duly authorized. DPL INC. ------------------------------------ (Registrant) Date: April 21, 2002 /s/ Elizabeth M. McCarthy ------------------------- ---------------------------------- Elizabeth M. McCarthy Group Vice President and CFO -2- EX-99 3 dex99.txt NEWS RELEASE OF DPL, INC., DATED 4/21/2002 EXHIBIT 99 FOR IMMEDIATE RELEASE ANALYST CONTACT: Elizabeth McCarthy Group Vice President, CFO (937) 258-5513 DPL INC. RESPONDS TO MINI TENDER OFFER FOR STOCK April 21, 2002, Dayton, Ohio - On April 18, 2002 DPL Inc. (NYSE: DPL) received notification that TRC Capital Corporation of Toronto, Canada commenced an unsolicited "mini tender" offer to purchase up to 4,500,000 common shares of DPL Inc., or approximately 3.6% of its total common shares outstanding, at a price of $25.30 per share in cash. DPL does not in any way recommend or endorse the TRC Capital offer and cautions its shareholders that the offer is below the closing price of $26.32 per DPL common share on April 17, 2002, the day before DPL was informed of the offer and is below Friday's closing price of $26.50 per share. Neither DPL nor any of its directors or officers is affiliated with TRC Capital. The Securities and Exchange Commission has issued an investor alert regarding "mini tender" offers on its web site at www.sec.gov/investor/pubs/minitend.htm. -------------------------------------- The SEC says that mini tender offers for less than 5% of a company's stock "have been increasingly used to catch investors off guard" and that investors "may end up selling their securities at below market prices." The SEC also says that "mini tender offers typically do not provide the same disclosure and procedural --- protections that larger, traditional tender offers provide." Shareholders are advised that TRC Capital has reserved the right to withdraw its offer at any time in its sole discretion, to delay payment for DPL common shares tendered and to amend its offer in any respect. TRC Capital may also decline to purchase DPL common shares tendered if any one of numerous conditions is not satisfied including receipt by TRC Capital, on terms satisfactory to TRC Capital, of debt financing necessary to complete the offer. DPL does not recommend or endorse this unsolicited offer. Shareholders are advised to obtain current market quotations for their shares, to consult with their investment advisors and to exercise caution with respect to this "mini tender" offer. DPL is a diversified regional energy company. DPL's principal subsidiaries include The Dayton Power and Light Company ("DP&L") and DPL Energy. DP&L provides electric services to 500,000 retail customers in West Central Ohio. DPL Inc., through its subsidiaries, has ranked among the top ten energy companies in generation efficiency and productivity for the last ten years. DPL Energy operates more than 4,000 megawatts of generation capacity and markets wholesale energy throughout the eastern half of the United States. Further information on DPL Inc. can be found at www.dplinc.com. -------------- -- ### -- -----END PRIVACY-ENHANCED MESSAGE-----