Please wait
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
oDefinitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
|
_______________________________________________________________________________
|
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
|
_______________________________________________________________________________
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
_______________________________________________________________________________
|
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
|
_______________________________________________________________________________
|
|
|
_______________________________________________________________________________
|
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_______________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________________
(3) Filing Party:
_______________________________________________________________________________
(4) Date Filed:
_______________________________________________________________________________
EXPLANATORY NOTE:
On August 24, 2011, DPL Inc. filed with the Securities and Exchange Commission the following information on Form 8-K under Item 8.01.
Item 8.01 Other Events.
On August 5, 2011, DPL Inc. (“DPL” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) its definitive proxy statement (the “Proxy Statement”) for its 2011 Annual Meeting of Shareholders at which shareholders will consider and vote upon, among other things, the proposed merger of the Company with a wholly-owned subsidiary (“Merger Sub”) of The AES Corporation (“AES”). After the filing and the mailing of the Proxy Statement, it came to DPL’s attention that, as a result of an administrative error, two incorrect tariff riders were included in the assumptions used to prepare the DPL Inc. Forecasts disclosed in the section of the Proxy Statement entitled “Proposal 1: The Merger—DPL Inc. Forecasts” on page 40 of the Proxy Statement. This error resulted in an overstatement of the revenue projected for the period 2011 through 2014 and accordingly certain of the line items in the forecasts included in the Proxy Statement were overstated by amounts which DPL believes are immaterial. The tables below show the affected line items of the DPL Inc. Forecasts as included in the Proxy Statement and as revised using the correct tariff riders. The disclosure below does not update the DPL forecasts included in the Proxy Statement to reflect circumstances existing after the date the forecasts were prepared or to reflect events occurring since the date the forecasts were prepared.
|
DPL Inc. Forecasts
|
|
As Revised Using Correct Tariff Riders
|
|
As Included In Proxy Statement
|
| |
|
|
|
|
|
|
|
|
|
|
|
| |
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2014
Sensitivity(6)
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2014
Sensitivity(6)
|
| |
|
(in millions, except per share amounts)
|
|
|
|
|
|
(in millions, except per share amounts)
|
|
|
|
|
|
EBITDA (1)
|
|
$ |
602.5 |
|
|
$ |
558.2 |
|
|
$ |
554.0 |
|
|
$ |
577.3 |
|
|
$ |
631.5 |
|
|
$ |
618.7 |
|
|
$ |
574.0 |
|
|
$ |
564.6 |
|
|
$ |
584.2 |
|
|
$ |
638.3 |
|
|
Net Income from On-Going Operations(2)
|
|
$ |
259.7 |
|
|
$ |
225.7 |
|
|
$ |
218.4 |
|
|
$ |
230.1 |
|
|
$ |
264.9 |
|
|
$ |
270.5 |
|
|
$ |
235.9 |
|
|
$ |
225.2 |
|
|
$ |
234.5 |
|
|
$ |
269.3 |
|
|
Diluted EPS from On-going Operations(3)
|
|
$ |
2.28 |
|
|
$ |
2.02 |
|
|
$ |
2.00 |
|
|
$ |
2.13 |
|
|
$ |
2.45 |
|
|
$ |
2.37 |
|
|
$ |
2.11 |
|
|
$ |
2.06 |
|
|
$ |
2.17 |
|
|
$ |
2.49 |
|
|
Average Diluted Shares Outstanding
|
|
|
114.1 |
|
|
|
111.7 |
|
|
|
109.4 |
|
|
|
108.2 |
|
|
|
108.2 |
|
|
|
114.1 |
|
|
|
111.7 |
|
|
|
109.4 |
|
|
|
108.2 |
|
|
|
108.2 |
|
|
Free Cash Flow(4)(5)
|
|
$ |
(8.3 |
) |
|
$ |
(18.2 |
) |
|
$ |
55.0 |
|
|
$ |
67.8 |
|
|
$ |
104.6 |
|
|
$ |
4.7 |
|
|
$ |
(7.7 |
) |
|
$ |
62.7 |
|
|
$ |
71.8 |
|
|
$ |
108.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
2011 |
|
|
|
2012 |
|
|
|
2013 |
|
|
|
2014 |
|
|
2014
Sensitivity
|
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2014
Sensitivity
|
|
|
|
|
(in millions, except per share amounts)
|
|
|
|
|
|
|
(in millions, except per share amounts)
|
|
|
|
|
|
|
(1) GAAP to Non-GAAP EBITDA Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (GAAP)
|
|
$ |
249.6 |
|
|
$ |
225.7 |
|
|
$ |
218.4 |
|
|
$ |
230.1 |
|
|
$ |
264.9 |
|
|
$ |
260.4 |
|
|
$ |
235.9 |
|
|
$ |
225.2 |
|
|
$ |
234.5 |
|
|
$ |
269.3 |
|
|
Plus: Income tax expense
|
|
|
127.2 |
|
|
|
120.8 |
|
|
|
116.7 |
|
|
|
123.2 |
|
|
|
142.6 |
|
|
|
132.6 |
|
|
|
126.4 |
|
|
|
120.5 |
|
|
|
125.7 |
|
|
|
145.0 |
|
|
Plus: Net interest expense (net of interest income)
|
|
|
81.2 |
|
|
|
59.1 |
|
|
|
60.1 |
|
|
|
60.3 |
|
|
|
60.3 |
|
|
|
81.2 |
|
|
|
59.1 |
|
|
|
60.1 |
|
|
|
60.3 |
|
|
|
60.3 |
|
|
Plus: Depreciation and amortization
|
|
|
144.5 |
|
|
|
152.6 |
|
|
|
158.8 |
|
|
|
163.7 |
|
|
|
163.7 |
|
|
|
144.5 |
|
|
|
152.6 |
|
|
|
158.8 |
|
|
|
163.7 |
|
|
|
163.7 |
|
|
EBITDA (non-GAAP)
|
|
$ |
602.5 |
|
|
$ |
558.2 |
|
|
$ |
554.0 |
|
|
$ |
577.3 |
|
|
$ |
631.5 |
|
|
$ |
618.7 |
|
|
$ |
574.0 |
|
|
$ |
564.6 |
|
|
$ |
584.2 |
|
|
$ |
638.3 |
|
|
(2) GAAP to Non-GAAP Net Income Reconciliation
|
|
|
2011 |
|
|
|
2012 |
|
|
|
2013 |
|
|
|
2014 |
|
|
2014
Sensitivity
|
|
|
|
2011 |
|
|
|
2012 |
|
|
|
2013 |
|
|
|
2014 |
|
|
2014
Sensitivity
|
|
|
Net income (GAAP)
|
|
$ |
249.6 |
|
|
$ |
225.7 |
|
|
$ |
218.4 |
|
|
$ |
230.1 |
|
|
$ |
264.9 |
|
|
$ |
260.4 |
|
|
$ |
235.9 |
|
|
$ |
225.2 |
|
|
$ |
234.5 |
|
|
$ |
269.3 |
|
|
Plus: Debt purchase premium and write-off
|
|
|
10.1 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
10.1 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Net income from on-going operations (non-GAAP)
|
|
$ |
259.7 |
|
|
$ |
225.7 |
|
|
$ |
218.4 |
|
|
$ |
230.1 |
|
|
$ |
264.9 |
|
|
$ |
270.5 |
|
|
$ |
235.9 |
|
|
$ |
225.2 |
|
|
$ |
234.5 |
|
|
$ |
269.3 |
|
|
(3) GAAP to Non-GAAP Diluted EPS Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS (GAAP)
|
|
$ |
2.19 |
|
|
$ |
2.02 |
|
|
$ |
2.00 |
|
|
$ |
2.13 |
|
|
$ |
2.45 |
|
|
$ |
2.28 |
|
|
$ |
2.11 |
|
|
$ |
2.06 |
|
|
$ |
2.17 |
|
|
$ |
2.49 |
|
|
Plus: Debt purchase premium and write-off
|
|
|
0.09 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
0.09 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Diluted EPS from on-going operations (GAAP)
|
|
$ |
2.28 |
|
|
$ |
2.02 |
|
|
$ |
2.00 |
|
|
$ |
2.13 |
|
|
$ |
2.45 |
|
|
$ |
2.37 |
|
|
$ |
2.11 |
|
|
$ |
2.06 |
|
|
$ |
2.17 |
|
|
$ |
2.49 |
|
|
(4) Net Cash Provided by Operating Activities (GAAP) to Free Cash Flow (Non-GAAP) Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities (GAAP)
|
|
$ |
455.6 |
|
|
$ |
390.0 |
|
|
$ |
380.9 |
|
|
$ |
421.9 |
|
|
$ |
458.7 |
|
|
$ |
468.6 |
|
|
$ |
400.5 |
|
|
$ |
388.6 |
|
|
$ |
425.9 |
|
|
$ |
462.7 |
|
|
Less: Capital Expenditures
|
|
|
(312.2 |
) |
|
|
(259.8 |
) |
|
|
(180.5 |
) |
|
|
(210.2 |
) |
|
|
(210.2 |
) |
|
|
(312.2 |
) |
|
|
(259.8 |
) |
|
|
(180.5 |
) |
|
|
(210.2 |
) |
|
|
(210.2 |
) |
|
Less: Dividend Payout
|
|
|
(151.7 |
) |
|
|
(148.4 |
) |
|
|
(145.4 |
) |
|
|
(143.9 |
) |
|
|
(143.9 |
) |
|
|
(151.7 |
) |
|
|
(148.4 |
) |
|
|
(145.4 |
) |
|
|
(143.9 |
) |
|
|
(143.9 |
) |
|
Free Cash Flow (non-GAAP)
|
|
$ |
(8.3 |
) |
|
$ |
(18.2 |
) |
|
$ |
55.0 |
|
|
$ |
67.8 |
|
|
$ |
104.6 |
|
|
$ |
4.7 |
|
|
$ |
(7.7 |
) |
|
$ |
62.7 |
|
|
$ |
71.8 |
|
|
$ |
108.6 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) Free cash flow as forecasted by DPL management was prepared on a leveraged basis and reflects interest expense and therefore is distinguished from the unlevered free cash flow used in the Discounted Cash Flow Analysis described in the Proxy Statement under the caption “Opinion of DPL’s Financial Advisor” beginning on page 33.
(6) The information provided above in the 2014 Sensitivity column of the financial projections prepared by management of the Company was not provided to AES and its advisors.
The DPL forecasts included in the Proxy Statement and the corrections disclosed in this Form 8-K are not intended to influence any shareholder’s decision whether to vote for or against the proposal to adopt the merger agreement and approve the merger, but are being disclosed because financial forecasts were made available to AES and its advisors. DPL also provided the financial forecasts to its financial advisor in connection with its opinion. The inclusion of this information should not be regarded as an indication that the board of directors or any other person considered, or now considers, the financial forecasts to be material or to be necessarily predictive of actual future results, and the financial forecasts should not be relied upon as such. Financial forecasts are subjective in many respects. There can be no assurance that the financial forecasts will be realized or that actual results will not be significantly higher or lower than forecasted. The financial forecasts cover multiple years and such information by its nature becomes less predictive with each successive year.
In addition, the financial forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (“GAAP”), the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither DPL’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the financial forecasts contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability.
The financial forecasts were based on numerous variables and assumptions. Such assumptions are inherently uncertain and may be beyond the control of the Company. Important factors that may affect actual results and cause the financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance and competition, capacity and commodity prices, the regulatory environment, environmental laws and regulations, including orders and decisions of the Public Utilities Commission of Ohio, general business and economic conditions and other factors described or referenced under the section of the Proxy Statement entitled “Cautionary Statement Concerning Forward-Looking Statements” on page 17.
No one has made or makes any representation to any shareholder regarding the information included in the financial forecasts set forth in this Form 8-K or the Proxy Statement. Readers of this Form 8-K are cautioned not to rely on the forecasted financial information. The financial forecasts were prepared by the Company’s management based on various assumptions regarding, among other things, the timing of certain occurrences or impacts. DPL has not updated and does not intend to update or otherwise revise the financial forecasts to reflect circumstances existing after the date when prepared or to reflect the occurrence of future events. The Company has made no representation to AES, Merger Sub or any of its affiliates or representatives in the merger agreement or otherwise, concerning the financial forecasts.
The financial projections are forward-looking statements. For information on factors that may cause the Company’s future financial results to materially vary, see the section of the Proxy Statement entitled “Cautionary Statement Concerning Forward-Looking Statements” on page 17 which is hereby incorporated by reference.