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EX-99.2 - EX-99.2 - DPL INCa11-5052_1ex99d2.htm
EX-99.1 - EX-99.1 - DPL INCa11-5052_1ex99d1.htm

 

 

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):   January 26, 2011

 

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 February 1, 2011, DPL Inc. (the “Company”) issued a press release announcing that it will release its year-end 2010 earnings on Thursday, February 17, 2011, after the market closes.  On Friday, February 18, 2011, at 9:00 a.m. Eastern Time, the Company will conduct a live webcast of its conference call with financial analysts.  Company executive management will present an overview of the Company’s financial results and discuss recent Company events, 2011 earnings guidance and other projections.  The presentation will be followed by a question and answer session.  The live webcast will be available on the Company’s website at www.dplinc.com.  Interested parties are encouraged to visit the site at least fifteen minutes prior to the start of the webcast in order to properly register.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01              Other Events.

 

On January 26, 2011, the Company issued a press release announcing that the Company’s Board of Directors declared a quarterly dividend of $0.3325 per common share, payable March 1, 2011, to common shareholders of record as of February 15, 2011.  This action reflects the dividend increase announced December 8, 2010, resulting in an annualized rate of $1.33 per common share.  A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

On January 26, 2011, the Company entered into an agreement to purchase $122.1 million principal amount of 8.125% DPL Capital Trust II Capital Securities (the “Capital Trust II Securities”) with a 10% premium on or before February 25, 2011 (the “Settlement Date”).  The purchase is contingent, among other things, on the seller’s acquisition of the Capital Trust II Securities prior to the Settlement Date.

 

Certain statements contained in this report are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Matters discussed in this report 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 our 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, natural gas, oil, and other commodity prices; volatility and changes in markets for electricity and other energy-related commodities; performance of our suppliers and other counterparties; increased competition and deregulation in the electric utility industry; increased competition in the retail generation market; changes in interest rates; state,

 

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federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, emission levels and regulations, rate structures or tax laws; changes in federal and/or state environmental laws and regulations to which DPL and its subsidiaries are subject; the development and operation of Regional Transmission Organizations (RTOs), including PJM Interconnection, L.L.C. (PJM) to which DPL’s operating subsidiary (DP&L) has given control of its transmission functions; changes in our purchasing processes, pricing, delays, employee, contractor, and supplier performance and availability; significant delays associated with large construction projects; growth in our 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; financial market conditions including the impacts the current financial crisis may have on our business and financial condition; the outcomes of litigation and regulatory investigations, proceedings or inquiries; general economic conditions; and the risks and other factors discussed in DPL’s and DP&L’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.

 

The information contained herein is submitted for general information and not in connection with any sale or offer for sale of, or solicitation of any offer to buy, any securities.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits.

 

99.1

Press Release, dated February 1, 2011

99.2

Press Release, dated January 26, 2011

 

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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:  February 1, 2011

 

 

/s/ Arthur G. Meyer

 

Name:

Arthur G. Meyer

 

Title:

Senior Vice President and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

Paper (P) or 
Electronic (E)

99.1

 

Press Release, dated February 1, 2011

 

E

99.2

 

Press Release, dated January 26, 2011

 

E

 

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