8-K 1 a4605444.txt DPL INC. 8-K 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: March 30, 2004 Date of earliest event reported: March 30, 2004 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) Registrant's telephone number, including area code: (937) 224-6000 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. DPL Inc. (NYSE-DPL) said that the Audit Committee of the Company's Board of Directors is expected to complete its review of the previously disclosed matters recently raised by a company employee as soon as practicable. As such, the Company will not timely file its annual report on Form 10-K for the year ending December 31, 2003. As previously reported, DPL expects that its 2003 financial statements will not differ materially from the Company's announced unaudited 2003 results. DPL said that the delay in obtaining certified financial statements constitutes an event of default under its term loan and revolving credit facilities. However, the Company has obtained waivers from its lenders. No amounts are outstanding under such facilities and no amounts may be drawn prior to the filing of certified financials. The failure to deliver certified financial statements results in non compliance under the Company's other debt agreements but does not result in an immediate event of default. DPL said it has the liquidity and resources to meet its near term financial needs, including the redemption of its Senior Notes 6.82% Series due April 6, 2004. DPL has cash of approximately $590 million, which includes the $175 million obtained through a private placement of senior notes on March 25, 2004. A copy of the press release is attached hereto as Exhibit 99.1. Item 7(c). Exhibits. 99.1 Press release of DPL Inc., dated March 30, 2004. 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 30, 2004 /s/ Caroline E. Muhlenkamp ----------------------------------------- Name: Caroline E. Muhlenkamp Title: Group Vice President and Interim Chief Financial Officer EXHIBIT INDEX 99.1 Press release of DPL Inc., dated March 30, 2004.