-----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, WZEJvUq3o2UmEUxHuDeIrAiCfW5Wqyir46e5BxjWINOYF8EmkSRPnVDxKQht36TS 40WYRGgRbGtitq46pyWvkw== 0001104659-07-041827.txt : 20070521 0001104659-07-041827.hdr.sgml : 20070521 20070521171649 ACCESSION NUMBER: 0001104659-07-041827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070521 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070521 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: 07868736 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 8-K 1 a07-14889_18k.htm 8-K

 

 

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):   May 21, 2007


DPL Inc.
(Exact Name of Registrant as Specified in Its Charter)

Ohio

 

1-9052

 

31-1163136

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer 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):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




Item 7.01.              Regulation FD Disclosure

On May 21, 2007, DPL Inc. (the “Company”) announced that, subject to court approvals, it had settled its litigation against Peter H. Forster, Caroline E. Muhlenkamp and Stephen F. Koziar, Jr. currently pending in the Court of Common Pleas of Montgomery County, Ohio.  In exchange for the relinquishment by the three former executives of claims of approximately $134 million, the former executives will receive $25 million in cash less all applicable withholding taxes.  The Company expects to report a gain in the second quarter.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01.              Financial Statements and Exhibits

(d)           Exhibits.

99.1

 

Press Release of DPL Inc., dated May 21, 2007.

 

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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:  May 21, 2007

 

 

 

/s/ Miggie E. Cramblit

 

Name:

Miggie E. Cramblit

 

Title:

Vice President, General Counsel and Corporate Secretary

 

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EXHIBIT INDEX

Exhibit No.

 

Description

 

Paper (P) or
Electronic (E)

99.1

 

Press Release of DPL Inc., dated May 21, 2007.

 

E

 

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EX-99.1 2 a07-14889_1ex99d1.htm EX-99.1

Exhibit 99.1

FORMER EXECUTIVES SETTLE LITIGATION WITH DPL

DAYTON, Ohio — May 21, 2007 — DPL Inc. (NYSE: DPL) announced today, subject to court approvals, that Peter H. Forster, its former chairman; Caroline E. Muhlenkamp, its former group vice president and interim chief financial officer; and Stephen F. Koziar Jr., its former president and chief executive officer have agreed to resolve litigation brought by DPL in the Court of Common Pleas, Montgomery County Ohio.  Commenting on the settlement, Glenn Harder, Chairman of the Board of Directors of DPL, said:  “It is appropriate to have this litigation resolved in a manner that provides positive economic value for our shareholders and resolves the litigation with the former executives.  I believe this is clearly a good outcome for DPL.”

As previously reported in DPL’s public filings with the Securities and Exchange Commission, in August 2004 DPL brought a lawsuit against the three former executives asserting, among other claims, that the former executives had breached their fiduciary duties and therefore should forfeit their deferred compensation as well as vested stock based compensation.  The former executives filed counterclaims against DPL and related parties asserting claims based on the former executives’ employment and consulting contracts and various compensation plans.

Under the settlement agreement, the three former executives relinquished all of their claims in this litigation of approximately $134 million, including amounts held in various deferred compensation trusts.  The amounts to be relinquished by the former executives include deferred compensation worth approximately $43 million, a purported 4.8 million stock options with an estimated value of $52 million, claimed bonuses and compensation of $21 million and a claim for attorneys’ fees of approximately $18 million.  The foregoing dollar amounts relating to equity compensation are estimated based upon the May 18, 2007 closing price for DPL common stock.  The former executives will receive $25 million, less all applicable withholding taxes, from existing master trusts. The former executives also will be responsible for paying all of their attorneys’ fees.  In addition, Forster and Muhlenkamp agreed to dismiss their lawsuit against the purchasers of DPL’s financial asset portfolio.

In exchange for the above amounts, the Company will drop all of its claims and expects to report a gain in the second quarter.  A complete accounting analysis of the settlement is underway.  The effect of the settlement at this date is estimated as follows:

·                  Increase net income by approximately $23 million as a result of reversing previously taken accruals

·                  Increase total basic earnings per share by approximately $0.22

·                  Reduce the number of fully diluted shares outstanding by approximately 2.6 million

These estimates exclude the recovery by the Company of legal fees of $14.5 million under a fiduciary insurance policy during the second quarter as well as the ongoing legal fees incurred by the Company since March 31, 2007.

More detailed financial results of the litigation settlement will be provided in the Company’s next public filing with the Securities and Exchange Commission on Form 10-Q for the quarter ending June 30, 2007.

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About DPL

DPL Inc. (NYSE:DPL) is a regional electric energy and utility company. DPL’s principal subsidiaries include The Dayton Power and Light Company (DP&L); DPL Energy, LLC (DPLE); and DPL Energy Resources, Inc. (DPLER). DP&L, a regulated electric utility, provides service to over 500,000 retail customers in West Central Ohio; DPLE engages in the operation of merchant peaking generation facilities; and DPLER is a competitive retail electric supplier in Ohio, selling to major industrial and commercial customers.  DPL, through its subsidiaries, owns and operates approximately 3,750 megawatts of generation capacity, of which 2,800 megawatts are low cost coal-fired units and 950 megawatts are natural gas and diesel peaking units. Further information can be found at www.dplinc.com.

Certain statements contained in this prospectus are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Matters discussed in press release that relate to events or developments that are expected to occur in the future, including management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters constitute forward-looking statements.  Forward-looking statements are based on management’s beliefs, assumptions and expectations of future economic performance, taking into account the information currently available to management.  These statements are not statements of historical fact and are typically identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions.  Such forward-looking statements are subject to risks and uncertainties, and investors are cautioned that outcomes and results may vary materially from those projected due to various factors beyond DPL’s control, including but not limited to: abnormal or severe weather and catastrophic weather-related damage; unusual maintenance or repair requirements; changes in fuel costs and purchased power, coal, environmental emissions, gas and other commodity prices; volatility and changes in markets for electricity and other energy-related commodities; increased competition and deregulation in the electric utility industry; increased competition in the retail generation market; changes in interest rates; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, emission levels, rate structures or tax laws; changes in federal and/or state environmental and other laws and regulations to which DPL and its subsidiaries are subject; the development of Regional Transmission Organizations, including the PJM to which DPL’s operating subsidiary has given control of its transmission functions; changes in DPL’s purchasing processes, delays and supplier availability; growth in DPL’s service territory and changes in demand and demographic patterns; changes in accounting rules and the effect of accounting pronouncements issued periodically by accounting standard-setting bodies; fluctuations in the Company’s stock price, financial market conditions; the outcomes of litigation and regulatory investigations, proceedings or inquiries; general economic conditions; and the risks and other factors discussed in DPL’s filings with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date of the document in which they are made.  We disclaim any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or circumstances on which the forward-looking statement is based.

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CONTACT:  DPL Inc.
Media Contact:
DPL Media Line, 937-224-5940

 

ANALYST CONTACT:
Joseph R. Boni III, Treasurer
937-259-7230

 

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