OFFER TO PURCHASE FOR CASH
UP TO 25,000,000 COMMON SHARES
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
DPL INC.
AT
A PURCHASE PRICE NOT IN EXCESS
OF $23.00 NOR LESS THAN $20.00 PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON FRIDAY, MARCH 3, 2000, UNLESS THE OFFER IS EXTENDED.
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February 4, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated February 4,
2000 and the related Letter of Transmittal in connection with the offer by DPL
Inc., an Ohio corporation, to purchase up to 25,000,000 of its common shares,
par value $.01 per share, for a purchase price not in excess of $23.00 nor less
than $20.00 per share, net to the seller in cash, without interest, as specified
by shareholders tendering their shares.
DPL will determine a single per share price that it will pay for shares
properly tendered, taking into account the number of shares tendered and the
prices specified by tendering shareholders. All shares acquired in the offer
will be acquired at the same purchase price. DPL will select the lowest purchase
price that will allow it to buy 25,000,000 shares or, if a lesser number of
shares are properly tendered, all shares that are properly tendered and not
properly withdrawn.
DPL's offer is being made upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal which,
as amended or supplemented from time to time, together constitute the offer. All
shares tendered and purchased will include the preferred share purchase rights
issued pursuant to a Shareholder Rights Agreement, dated as of December 3, 1991,
between DPL and The First National Bank of Boston, as rights agent, and, unless
the context otherwise requires, all references to shares include the associated
preferred share purchase rights.
Only shares properly tendered at prices at or below the purchase price and
not properly withdrawn will be purchased. However, because of the "odd lot"
priority, proration and conditional tender provisions described in the Offer to
Purchase, all of the shares tendered at or below the purchase price will not be
purchased if the offer is oversubscribed. Shares tendered at prices in excess of
the purchase price that is determined by DPL and shares not purchased because of
proration or conditional tenders will be returned as promptly as practicable
following the expiration date of the offer.
DPL reserves the right, in its sole discretion, to purchase more than
25,000,000 shares pursuant to the offer.
If at the expiration of the offer more than 25,000,000 shares, or any
greater number of shares as DPL may elect to purchase, are properly tendered at
or below the purchase price and not properly withdrawn before the Expiration
Date, DPL will purchase shares first from any person (an "Odd Lot Holder") who
owned beneficially or of record an aggregate of fewer than 100 shares (not
including any shares held in The Dayton Power and Light Company Employee Savings
Plan, The Dayton Power and Light Company Savings Plan for Collective Bargaining
Employee or the DPL Inc. Employee Stock Ownership Plan) and so certified in the
appropriate place on the Letter of Transmittal and, if applicable, on a notice
of guaranteed delivery, and properly tendered all those shares at or below the
purchase price and then, subject to the conditional tender provisions, on a pro
rata basis from all other shareholders who properly tender shares at prices at
or below the purchase price.
A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY US
FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to tender any or
all of the shares held by us for your account, upon the terms and subject to the
conditions of the offer.
Please note the following:
1. Shares may be tendered at prices not in excess of $23.00 nor less
than $20.00 per share, as indicated in the attached Instruction Form, net to
the seller in cash, without interest.
2. The priority in which certificates will be purchased in the event of
proration may be designated.
3. The offer is not conditioned on any minimum number of shares being
tendered. However, the offer is subject to other conditions described in the
Offer to Purchase.
4. The offer, proration period and withdrawal rights will expire at
5:00 P.M., New York City time, on Friday, March 3, 2000, unless the offer is
extended.
5. The offer is for 25,000,000 shares, constituting approximately 15.8%
of the shares outstanding as of February 3, 2000.
6. DPL's Board of Directors has authorized the making of the offer.
However, neither DPL nor its Board of Directors makes any recommendation to
you as to whether to tender or refrain from tendering your shares or as to
the purchase price at which you may choose to tender your shares. You must
make the decision whether to tender your shares and, if so, how many shares
to tender and the price or prices at which you will tender them.
7. Tendering shareholders who hold shares registered in their own name
and who tender their shares directly to the Depositary will not be obligated
to pay brokerage commissions, solicitation fees or, subject to Instruction 7
of the Letter of Transmittal, stock transfer taxes on the purchase of shares
by DPL in the offer.
8. DPL will, upon the terms and subject to the conditions of the offer,
accept all your shares for purchase if:
(i) you owned beneficially or of record an aggregate of fewer than
100 shares (not including any shares held in one of DPL's
Savings Plans or in the DPL Inc. Employee Stock Ownership
Plan);
(ii) you instruct us to tender on your behalf all your shares at or
below the purchase price before the Expiration Date; and
(iii) you complete the section entitled "Odd Lots" in the attached
Instruction Form.
9. If you wish to tender portions of your shares at different prices,
you must complete a separate Instruction Form for each price at which you
wish to tender each portion of your shares. We must submit separate Letters
of Transmittal on your behalf for each price you will accept for each
portion tendered.
If you wish to have us tender any or all of your shares, please instruct us
by completing, executing, detaching and returning the attached Instruction Form.
An envelope to return your Instruction Form to us is enclosed. If you authorize
us to tender your shares, all your shares will be tendered unless otherwise
indicated on the attached Instruction Form.
PLEASE FORWARD YOUR INSTRUCTION FORM TO US AS SOON AS POSSIBLE TO ALLOW US
AMPLE TIME TO TENDER YOUR SHARES ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
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As described in the Offer to Purchase, if more than 25,000,000 shares, or
any greater number of shares as DPL may elect to purchase, have been properly
tendered at or below the purchase price and not properly withdrawn before the
Expiration Date, DPL will purchase tendered shares on the basis described below:
1. First, all shares tendered and not withdrawn before the Expiration
Date by any Odd Lot Holder who:
(i) tenders all shares owned beneficially or of record by the Odd
Lot Holder at a price at or below the purchase price (tenders
of less than all shares owned by the Odd Lot Holder will not
qualify for this preference); and
(ii) completes the section captioned "Odd Lots" on the Letter of
Transmittal and, if applicable, on the Notice of Guaranteed
Delivery; and
2. Second, after purchase of all of the foregoing shares, subject to
the conditional tender provisions described in Section 6 of the Offer to
Purchase, all other shares properly tendered at prices at or below the
purchase price and not properly withdrawn before the Expiration Date, on a
pro rata basis (with appropriate adjustments to avoid purchases of
fractional shares) as described in the Offer to Purchase.
The offer is being made solely pursuant to the Offer to Purchase and the
related Letter of Transmittal and is being made to all record holders of common
shares of DPL. The offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of common shares of DPL residing in any jurisdiction in
which the making of the offer or acceptance thereof would not be in compliance
with the securities laws of that jurisdiction.
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INSTRUCTIONS FOR TENDER OF SHARES OF DPL INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase dated February 4, 2000 and the related Letter of Transmittal in
connection with the offer by DPL Inc., an Ohio corporation, to purchase up to
25,000,000 of its common shares, par value $.01 per share, for a purchase price
not in excess of $23.00 nor less than $20.00 per share, net to the seller in
cash, without interest, as specified by shareholders tendering their shares.
DPL's offer is being made upon the terms and subject to the conditions set forth
in the Offer to Purchase and in the related Letter of Transmittal which, as
amended or supplemented from time to time, together constitute the offer. All
shares tendered and purchased will include the associated preferred share
purchase rights, and, unless the context otherwise requires, all references to
shares include the associated preferred share purchase rights.
This will instruct you to tender to DPL, on (our) (my) behalf, the number of
shares indicated below (or if no number is indicated below, all shares) which
are beneficially owned by (us) (me) and registered in your name, upon the terms
and subject to the conditions of offer.
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SHARES TENDERED
/ / By checking this box, the undersigned hereby instructs us to tender the
following number of shares: _________ shares*
*Unless otherwise indicated, it will be assumed that all your shares are to be
tendered.
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ODD LOTS
/ / By checking this box, the undersigned represents that the undersigned
owns, beneficially or of record, an aggregate of fewer than 100 shares
(not including any shares held in one of DPL's Savings Plans or in the
DPL Inc. Employee Stock Ownership Plan), all of which are being
tendered.
In addition, the undersigned is tendering shares either (check one box):
/ / at the purchase price determined by DPL in accordance with the terms
of the offer (persons checking this box need not indicate the price per
share below); or
/ / at the price per share indicated below under Shares Tendered at Price
Determined by Shareholder.
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CONDITIONAL TENDER
A tendering shareholder may condition his or her tender of shares upon DPL
purchasing a specified minimum number of the shares tendered, all as described
in the Offer to Purchase, particularly in Section 6. Unless at least the
minimum number of shares you indicate below is purchased by DPL pursuant to
the terms of the offer, none of the shares tendered by you will be purchased.
It is the tendering shareholder's responsibility to calculate the minimum
number of shares that must be purchased if any are purchased, and each
shareholder is urged to consult his or her own tax advisor. Unless this box
has been completed and a minimum specified, the tender will be deemed
unconditional.
/ / Minimum number of shares that must be purchased, if any are
purchased: _________ shares.
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SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(See Instruction 5 to the Letter of Transmittal)
By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER
"SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER," the undersigned
hereby tenders shares at the price checked. This action could result in none
of the shares being purchased if the purchase price determined by DPL for the
shares is less than the price checked below. A shareholder who desires to
tender shares at more than one price must complete a separate Letter of
Transmittal for each price at which shares are tendered. The same shares
cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED
/ / $ 20.000 / / $ 21.125 / / $ 22.125
/ / $ 20.125 / / $ 21.250 / / $ 22.250
/ / $ 20.250 / / $ 21.375 / / $ 22.375
/ / $ 20.375 / / $ 21.500 / / $ 22.500
/ / $ 20.500 / / $ 21.625 / / $ 22.625
/ / $ 20.625 / / $ 21.750 / / $ 22.750
/ / $ 20.750 / / $ 21.875 / / $ 22.875
/ / $ 20.875 / / $ 22.000 / / $ 23.000
/ / $ 21.000
CHECK ONLY ONE BOX ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO
VALID TENDER OF SHARES.
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SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER
(See Instruction 5 to the Letter of Transmittal)
/ / The undersigned wants to maximize the chance of having DPL purchase
all of the shares the undersigned is tendering (subject to the possibility of
proration). Accordingly, by checking THIS BOX INSTEAD OF ONE OF THE PRICE
BOXES ABOVE, the undersigned hereby tenders shares and is willing to accept
the purchase price determined by DPL in accordance with the terms of the
offer. This action could result in receiving a price per share as low as
$20.00.
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The method of delivery of this document is at the option and risk of the
tendering shareholder. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. In all cases, sufficient
time should be allowed to assure delivery.
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Name(s) of Record Holder(s) __________________________________________________
______________________________________________________________________________
______________________________________________________________________________
PLEASE PRINT
Address(es) __________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
CITY, STATE, ZIP CODE
Daytime Area Code and Tel. No.: ______________________________________________
Taxpayer Identification or Social Security Number: ___________________________
Signature(s): ________________________________________________________________
______________________________________________________________________________
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