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): October 28, 2004
The Dayton Power and Light Company
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 1-2385 31-1163136
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1065 Woodman Drive, Dayton, Ohio 45432
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (937) 224-6000
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(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Report
On October 28, 2004, the Audit Committee of DPL Inc. (the "Audit Committee")
determined that the previously issued financial statements for The Dayton Power
and Light Company (the "Company") included in the Form 10-Ks for the fiscal
years ended December 31, 2001 and 2002 and in the Form 10-Qs for the quarters
ended March 31, 2002 through September 30, 2003 should be restated. The Audit
Committee has discussed the issues surrounding the restatement (which are
described below) for the periods ending on or before December 31, 2002 with the
Company's independent accountants, PricewaterhouseCoopers LLP (PwC) and for
periods ending after December 31, 2002 with the Company's independent
accountants, KPMG LLP (KPMG). Both PwC and KPMG have informed the Audit
Committee that they concur with the restatement decision.
As part of the Audit Committee's review of the previously disclosed matters
raised by a company employee and during the 2003 year-end financial closing
process, the Company identified certain adjustments to prior periods. These
adjustments related to, among other things, (i) the accounting treatment of (a)
the termination of the Company's Supplemental Executive Retirement Plan ("SERP")
in 2000, (b) the Company's incentive plans and stock incentive units and (c)
stock distributions in connection with its financial asset portfolio; (ii) the
income tax withholding and recording of additional tax expense in connection
with personal use of the Company's aircraft by certain executives and (iii) the
tax expense related to executive compensation in excess of Internal Revenue Code
Section 162(m) limitations.
The Company therefore intends to file restated financial statements with its
Form 10-K for the fiscal year ended December 31, 2003 and its Form 10-Qs for the
first and second quarters of fiscal 2004 on or about November 4, 2004.
Shareholders and other investors should refer to the revised financial
statements when they become available.
The unaudited restatement adjustments will increase net income by $2.1 million
to $245.6 million for 2002 and reduce net income by $1.7 million to $233.6
million for 2001.
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.
The Dayton Power and Light Company
Date: November 3, 2004
/s/ James V. Mahoney
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Name: James V. Mahoney
Title: President and Chief Executive Officer