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): December 21, 2004
DPL Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 1-9052 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 1.01. Entry into a Material Definitive Agreement.
On December 21, 2004, DPL Inc. (the "Company") and The Dayton Power &
Light Company ("DP&L") completed an employment agreement with James V. Mahoney
in recognition of his promotion to President and Chief Executive Officer of the
Company and DP&L. Effective as of May 16, 2004, in exchange for his services as
President and Chief Executive Officer of the Company and DP&L and President of
DPL Energy, LLC, Mr. Mahoney will receive an annual base salary of $500,000, the
right to participate in the Company's long term incentive programs, such as the
Management Incentive Compensation Program and the Long Term Incentive Program,
and other benefits, including, without limitation, the right to receive stock
options and certain benefits payable upon a Change of Control. A copy of Mr.
Mahoney's employment agreement is attached hereto as Exhibit 10.1.
On December 21, 2004, the Company and DP&L entered into an employment
agreement with John J. Gillen pursuant to which Mr. Gillen will serve as Senior
Vice President and Chief Financial Officer of the Company and DP&L effective as
of December 21, 2004. In exchange for his services as Chief Financial Officer,
Mr. Gillen will receive an annual base salary of $320,000, the right to
participate in the Company's long term incentive programs, such as the
Management Incentive Compensation Program and the Long Term Incentive Program,
and other benefits, including, without limitation, the right to receive stock
options. Mr. Gillen's employment agreement also provides for benefits upon a
Change of Control. A copy of Mr. Gillen's employment agreement is attached
hereto as Exhibit 10.2.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On December 21, 2004, the Company announced that John J. Gillen had been
appointed as Senior Vice President and Chief Financial Officer of the Company
and DP&L. The material terms of Mr. Gillen's employment agreement are described
in Item 1.01 above and are incorporated herein by reference.
Prior to joining the Company, Mr. Gillen, 51 years old, was the leader of
the Consumer and Industrial Products and Services Group for the Philadelphia
office of PricewaterhouseCoopers LLP (PwC), and the partner responsible for
serving many of the firm's major multinational utility clients from March 1983
to September 2003. Prior to joining PwC, Mr. Gillen spent three years as a
member of the Office of the Chief Accountant of the Federal Energy Regulatory
Commission. In his more than 20 years in the energy field, Mr. Gillen has
testified on a variety of accounting, ratemaking and tax matters before numerous
state regulatory commissions. Mr. Gillen is a graduate of Widener University, a
member of the American Institute of Certified Public Accountants, and past
Chairman of the American Institute of Certified Public Accountants Public
Utility Committee.
During May 2004, Mr. Gillen was engaged as a consultant to the Company.
During this time, the Company paid EganGillen Associates, LLC a consulting fee
of $60,000. Mr. Gillen is a principal in EganGillen Associates, LLC.
A copy of the press release announcing the appointment is attached hereto
as Exhibit 99.1.
Item 9.01(c). Exhibits.
10.1 Employment Agreement dated as of December 14, 2004 between DPL
Inc., The Dayton Power and Light Company and James V. Mahoney.
10.2 Employment Agreement dated as of December 21, 2004 between DPL
Inc., The Dayton Power and Light Company and John J. Gillen.
99.1 Press Release of DPL Inc., dated December 21, 2004.
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: December 27, 2004
/s/ James V. Mahoney
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Name: James V. Mahoney
Title: President and Chief Executive Officer
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
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10.1 Employment Agreement dated as of December 14, E
2004 between DPL Inc., The Dayton Power and
Light Company and James V. Mahoney.
10.2 Employment Agreement dated as of December 21, E
2004 between DPL Inc., The Dayton Power and
Light Company and John J. Gillen.
99.1 Press Release of DPL Inc., dated December 21, E
2004.