UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 15, 2002
DYNEGY HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 0-29311 94-3248415
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
1000 LOUISIANA, SUITE 5800
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 507-6400
ITEM 5. OTHER EVENTS
On February 15, 2002, Dynegy Holdings Inc., a Delaware corporation (the
"Company"), entered into an underwriting agreement, a copy of which is attached
as Exhibit 99.1 hereto and incorporated herein by reference, with the
underwriters named therein with respect to the issuance and sale by the Company
of $500,000,000 aggregate principal amount of 8.750% Senior Notes due February
15, 2012 (the "Senior Notes") in an underwritten public offering. The Senior
Notes, a form of which is attached as Exhibit 99.2 hereto and incorporated
herein by reference, were registered under the Securities Act of 1933, as
amended, pursuant to the Company's shelf registration statement on Form S-3
(File No. 333-66090) and are expected to be issued pursuant to a Second Amended
and Restated Indenture dated as of March 14, 2001 between the Company and Bank
One Trust Company, National Association, as trustee. The closing respecting the
Senior Notes is expected to occur on February 21, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
99.1 Underwriting Agreement dated as of February 15, 2002 by and among the
Company and the underwriters named therein.
99.2 Form of 8.750% Senior Note due February 15, 2012.
99.3 Opinion of Vinson & Elkins L.L.P. regarding the validity of
securities.
99.4 Statement of Computation of Ratio of Earnings to Fixed Charges as of
December 31, 2001.
99.5 Consent of Vinson & Elkins L.L.P. (included in Exhibit 99.3 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: February 21, 2002
DYNEGY HOLDINGS INC.
By: /s/ Keith R. Fullenweider
--------------------------
Keith R. Fullenweider
Senior Vice President, Deputy General
Counsel and Assistant Secretary
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EXHIBIT INDEX
99.1 Underwriting Agreement dated as of February 15, 2002 by and among the
Company and the underwriters named therein.
99.2 Form of 8.750% Senior Note due February 15, 2012.
99.3 Opinion of Vinson & Elkins L.L.P. regarding the validity of
securities.
99.4 Statement of Computation of Ratio of Earnings to Fixed Charges as of
December 31, 2001.
99.5 Consent of Vinson & Elkins L.L.P. (included in Exhibit 99.3 hereto).
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