SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 11-K
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[ X ] ANNUAL REPORT
PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended
December 31, 1993
OR
[ ] TRANSITION REPORT
PURSUANT TO SECTION 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission File Number 1-9052
A. Full title of plan and the address of plan, if different
from that of named issuer below:
THE DAYTON POWER AND LIGHT COMPANY
SAVINGS PLAN FOR COLLECTIVE BARGAINING EMPLOYEES
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
DPL INC.
Courthouse Plaza S.W.
Dayton, Ohio 45402
Report of Independent Accountants
To the Operating Committee of The Dayton Power and Light Company and the
Members of The Dayton Power and Light Company Savings Plan for Collective
Bargaining Employees:
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of The Dayton Power and Light Company Savings Plan for Collective Bargaining
Employees at December 31, 1993 and 1992, and the changes in its net assets
available for benefits for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the plan's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not
a required part of the basic financial statements but is additional information
required by the Employee Retirement Income Security Act of 1974. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Price Waterhouse
Dayton, Ohio
June 15, 1994
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The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Statement of Net Assets Available for Benefits
December 31,
1993 1992
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Assets
- - ------
Investments at fair value (Note 3):
Guaranteed Investment Contracts $ $ 3,530,565
DPL Inc. Common Stock Fund 2,403,497
Short-term Investments and Cash 3,687,769 3,716,315
IDS Collective Income Fund 3,294,129 2,028,301
IDS Research 150 Fund 1,929,225 1,004,259
IDS Mutual Fund 3,292,707 1,204,053
IDS Cash Management Fund 441,513 215,073
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Total Investments 15,048,840 11,698,566
Receivables:
Accrued Contributions 40,830 30,093
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Net Assets Available for Benefits $15,089,670 $11,728,659
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(The accompanying notes are an integral part of the financial statements.)
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The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Statement of Changes in Net Assets
Available for Benefits
Year Ended December 31,
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1993 1992 1991
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Investment income (Note 4):
Interest Earned $ 299,936 $ 556,019 $ 584,972
Investment Earnings 503,187 197,479
Dividends 77,367
Net Appreciation in Fair Value
of Investments 256,804 21,034
Net Realized Gain on Investments 14,667 1,473
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1,151,961 776,005 584,972
Employee contributions (Note 6) 2,691,460 2,537,406 2,200,071
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Total additions 3,843,421 3,313,411 2,785,043
Benefits paid to participants (Note 9) (450,530) (512,682) (109,681)
Transfers from plan (Note 9) (31,880)
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Total deductions (482,410) (512,682) (109,681)
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Net increase 3,361,011 2,800,729 2,675,362
Net assets available for benefits:
Beginning of year 11,728,659 8,927,930 6,252,568
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End of year $15,089,670 $11,728,659 $8,927,930
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(The accompanying notes are an integral part of the financial statements.)
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The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Notes to Financial Statements
December 31, 1993 and 1992
Note 1 - Plan Description:
- - -------------------------
The Dayton Power and Light Company Employee Savings Plan For Collective
Bargaining Employees (the Plan), effective December 1, 1986, as amended, was
established by the Board of Directors of The Dayton Power and Light Company
(the Company) to provide union employees of the Company with a 401(k) plan. An
eligible employee may execute a deferral agreement directing the Company to
contribute to the Plan on behalf of the employee, subject to certain
limitations, at least 1% or a fixed dollar amount per pay period (in multiples
of $5) of regular compensation. In addition, the Plan allows a participant to
contribute either 25%, 50%, 75% or 100% of any productivity bonus. All
employee contributions to the Plan are 100% vested. There are no contributions
by the Company under the Plan. The Company may match employee contributions
made to the Plan on or after November 1, 1993, with shares of stock in the
Company's parent, DPL Inc., held in the Employee Stock Ownership Plan (ESOP) of
DPL Inc., adopted on October 8, 1992. In general, benefit payments are made in
a lump sum distribution on the first to occur of the participant's termination
of employment, at the participant's death, or April 1 of the calendar year
following the calendar year in which the participant attains age 70 1/2.
The Plan was amended November 1, 1993 to coordinate the Plan with the employer
matching opportunity in the ESOP. The Dayton Power and Light Company Savings
Trust for Collective Bargaining Employees (Trust) was amended effective
January 1, 1992, to provide four investment options replacing the Guaranteed
Investment Contract (GIC) investment option. Investment option participants
may elect to invest their contributions in the IDS Cash Management Fund, the
IDS Collective Income Fund, the IDS Mutual Fund and/or the IDS Research 150
Fund. The Trust was also revised effective January 1, 1993, to add an option
to invest in a DPL Inc. common stock fund.
The following is a brief description of the available Funds:
Guaranteed Investment Contracts (GICs) are an "income" type of investment that
is managed to protect principal from loss while maintaining a steady rate of
return. A GIC is a contract with an insurance company that pays a fixed rate
of return on an investment and returns the principal upon maturity of the
contract.
The IDS Cash Management Fund is a money market fund. This Fund has three main
goals: conservation of capital, constant liquidity, and the highest possible
current income consistent with these objectives. Capital growth is not an
objective.
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The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Notes to Financial Statements
December 31, 1993 and 1992
Note 1 - Plan Description: - Continued
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The IDS Collective Fund is in the "income" category of funds. This Fund is
managed to help protect principal from loss while seeking an attractive, steady
rate of return. This Fund invests in GICs, Bank Investment Contracts and
short-term investments.
The IDS Mutual Fund is a growth and income fund. The Fund focus is on balanced
growth from debt and equity securities of medium to large, well-established
companies that offer long-term capital appreciation and income from dividends
and interest.
The IDS Research 150 Fund is a growth and income fund. The Fund focus is on
equity securities of about 150-200, well-established U.S. companies that offer
long-term capital appreciation and income from dividends and interest.
The DPL Inc. Common Stock Fund is an investment Fund in which the only equity
security held is DPL Inc. common shares. This Fund is offered to allow
employees the opportunity to participate directly in the success of the Company
through ownership of DPL Inc. common shares. The objective for this Fund is
the growth of capital through both appreciation and current dividend income.
Note 2 - Summary of Significant Accounting Policies:
- - ---------------------------------------------------
Basis of Accounting
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The financial statements of the Plan have been prepared on the accrual basis of
accounting.
Investment Valuation
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Investments are valued using quoted market prices except for GIC's, which are
valued at contract value. Contract value represents contributions made, plus
interest at the contract rate.
Income Taxes
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The Plan, prior to November 1, 1993, is exempt from federal income tax purposes
as a qualified employee benefit plan under Sections 401(a) and 501(a) of the
Internal Revenue Code and all earnings of the Plan are exempt from federal
income tax; the Plan received a determination letter from the Internal Revenue
Service dated May 18, 1987 indicating that the Plan is so qualified. The
Company is currently requesting a determination letter with respect to the
November 1, 1993 amendment to the Plan. Management believes the Plan remains
qualified as tax exempt.
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The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 3 - Investments:
- - --------------------
The following table presents the fair value and cost of investments held by the
Plan at December 31, 1993 and 1992. Investments that represent five percent or
more of the Plan's net assets are separately identified.
December 31, 1993
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Number of Shares Fair Value Cost
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DPL Inc. Common Stock Fund 227,949 $ 2,403,497 $ 2,308,546
Short-term Investments and Cash 3,687,769 3,687,769
IDS Collective Income Fund 239,138 3,294,129 3,295,381
IDS Research 150 Fund 121,902 1,929,225 1,810,191
IDS Mutual Fund 264,199 3,292,707 3,248,636
IDS Cash Management Fund 441,513 441,513
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$15,048,840 $14,792,036
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December 31, 1992
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Number of Shares Fair Value Cost
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Guaranteed Investment Contract,
Metropolitan Life, 8.38%,
due 1-1-94 $ 3,530,565 $ 3,530,565
Short-term Investments and Cash 3,716,315 3,716,315
IDS Collective Income Fund 156,047 2,028,301 2,027,832
IDS Research 150 Fund 69,803 1,004,259 959,294
IDS Mutual Fund 100,472 1,204,053 1,228,453
IDS Cash Management Fund 215,073 215,073
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$11,698,566 $11,677,532
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The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 4 - Investment Income:
- - --------------------------
The following table details the $1,151,961 and $776,005 investment income
related to the Plan's investments for years ended December 31, 1993 and 1992,
respectively.
Year Ended December 31, 1993
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Net
Interest Investment Appreciation Realized
Earned Earnings Dividends in Fair Value Gains
-------- ---------- --------- ------------- --------
Guaranteed Invest. Contracts $290,833
DPL Inc. Common Stock Fund $77,367 $ 94,951 $ 848
IDS Collective Income Fund $186,865 (1,252) 1,304
IDS Research 150 Fund 33,185 119,034 4,868
IDS Mutual Fund 283,137 44,071 7,647
IDS Cash Management Fund 9,103
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$299,936 $503,187 $77,367 $256,804 $14,667
======== ======== ======= ======== =======
Year Ended December 31, 1992
--------------------------------------------------
Net
Interest Investment Appreciation Realized
Earned Earnings in Fair Value Gains
-------- ---------- ------------- --------
Guaranteed Invest. Contracts $556,019
IDS Collective Income Fund $ 84,345 $ 468 $ 359
IDS Research 150 Fund 14,157 44,962 833
IDS Mutual Fund 98,977 (24,396) 281
-------- -------- -------- ------
$556,019 $197,479 $ 21,034 $1,473
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Note 5 - Priorities Upon Termination of The Plan:
- - ------------------------------------------------
Although the Company expects that the Plan will be permanent, it reserves the
right to discontinue or terminate the Plan at any time. If the Plan should be
terminated, in whole or in part, participants will be entitled to withdraw the
full value of their accounts, to the extent allowed by law.
-8-
The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 6 - Contributions:
- - ----------------------
Employee contributions withheld by the Company are paid into the Plan within
ten days of the related payroll deductions.
The following table provides a detailed listing of employee contributions
presented in the Statement of Changes in Net Assets Available for Benefits.
Year Ended Year Ended
December 31, 1993 December 31, 1992
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DPL Inc. Common Stock Fund $ 893,827 $ -
IDS Collective Income Fund 519,852 1,112,876
IDS Research 150 Fund 458,881 624,123
IDS Mutual Fund 710,500 661,168
IDS Cash Management Fund 97,663 139,239
Net Accrued Contributions 10,737 -
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$2,691,460 $2,537,406
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Note 7 - Administrative Expenses:
- - --------------------------------
The Plan is administered by the Company, without charge to the Plan, and
trusteed by IDS Trust. All fees incurred in the administration of the Plan and
the trust fund are borne by the Company, including the trustee's compensation
and expenses and any broker's fees incurred by the trust.
Note 8 - Change in Trustee:
- - --------------------------
Effective January 1, 1992, IDS Trust, a division of the IDS Bank and Trust, was
appointed trustee of the Plan by the Company, superseding the previous trustee,
Society Bank.
Note 9 - Benefits:
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In 1991, the Plan changed its method of accounting for benefit obligations to
persons who have withdrawn from participation in the Plan. In order to comply
with guidance for accounting and disclosure requirements for employee benefit
plans, the Statement of Net Assets Available for Benefits does not include
benefit obligations payable. As of December 31, 1993, there were no benefit
obligations for persons who had withdrawn from participation in the Plan.
-9-
The Dayton Power and Light Company
Employee Savings Plan for Collective Bargaining Employees
Notes to Financial Statements
December 31, 1993 and 1992
Continued
Note 9 - Benefits: - Continued
- - -----------------
The following table provides a detailed listing of benefits paid to
participants in the year ended December 31, 1993 and 1992.
Year Ended Year Ended
December 31, 1993 December 31, 1992
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Guaranteed Investment Contract $128,352 $378,916
DPL Inc. Common Stock Fund 29,291 -
IDS Collective Income Fund 207,001 105,406
IDS Research 150 Fund 36,504 12,856
IDS Mutual Fund 40,333 7,682
IDS Cash Management Fund 9,049 7,822
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$450,530 $512,682
======== ========
In 1993, there were transfers of $31,880 between the Employee Savings Plan for
Collective Bargaining Employees and the Employee Savings Plan for Non-Union
Employees. These transfers reflect the movement of savings for employees who
have moved between Union and Non-Union status.
-10-
Schedule I
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The Dayton Power and Light Company
Employee Savings Plan for the Collective Bargaining Employees
Statement of Assets Held for Investment Purposes at December 31, 1993
Number of
Shares Fair Value Cost
--------- ------------ -----------
DPL Inc. Common Stock Fund 227,949 $ 2,403,497 $ 2,308,546
Short-term Investment and Cash 3,687,769 3,687,769
IDS Collective Income Fund 239,138 3,294,129 3,295,381
IDS Research 150 Fund 121,902 1,929,225 1,810,191
IDS Mutual Fund 264,199 3,292,707 3,248,636
IDS Cash Management Fund 441,513 441,513
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$15,048,840 $14,792,036
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-11-
Schedule II
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The Dayton Power and Light Company
Employee Savings Plan for The Collective Bargaining Employees
Transactions or Series of Transactions in Excess of 5%
of the Value of the Plan's Net Assets Available for Benefits
For the Year Ended December 31, 1993
Number of
Identity of Party Involved Purchased Sold Cost Gain/(Loss) Transactions
- - -------------------------- --------- --------- --------- ----------- ------------
$ $ $ $
DPL Inc. Common Stock Fund* 2,342,992 - - - 90
- 35,294 34,446 848 13
IDS Mutual Fund 2,176,976 - - - 93
- 140,034 133,708 6,326 29
IDS Research 150 Fund 1,008,761 - - - 75
- 207,693 197,345 10,348 36
IDS Collective Income Fund 1,853,909 - - - 67
- 588,136 586,753 1,383 52
Guaranteed Investment - 3,821,398 3,821,398 - 14
Contract, Metropolitan
8.38%, 01/01/94
*Party in Interest
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SIGNATURES
The Plan.
- - --------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Operating Committee has duly caused this annual report
to be signed by the undersigned thereunto duly authorized.
The Dayton Power and Light Company
Savings Plan for Collective
Bargaining Employees
----------------------------------
(Name of Plan)
Date June 29, 1994 By Thomas M. Jenkins
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Thomas M. Jenkins
Member of Plan's Administrative
Committee
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