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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): NOVEMBER 19, 2001
DYNEGY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-29311 94-3248415
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1000 LOUISIANA, SUITE 5800
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 507-6400
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ITEM 5. OTHER EVENTS.
On November 9, 2001, in connection with the Merger Agreement among
Dynegy Inc., an Illinois corporation ("Dynegy"), Enron Corp., an Oregon
corporation ("Enron"), and the other parties thereto, Dynegy entered into a
Subscription Agreement (the "Subscription Agreement") with Enron and Northern
Natural Gas Company, a Delaware corporation and indirect subsidiary of Enron
("Northern Natural"), pursuant to which Dynegy purchased 1,000 shares of
Northern Natural's Series A Preferred Stock, par value $.01 per share, for
$1.5 billion. In connection with the Subscription Agreement, Dynegy and
Dynegy Holdings Inc., a Delaware corporation and a wholly owned subsidiary of
Dynegy ("Dynegy Holdings"), entered into certain other agreements which have
each been amended in connection with the Credit Agreement dated as of November
19, 2001 among Northern Natural, the banks named therein, Citicorp North
America, Inc. as Paying Agent, JPMorgan Chase Bank as Collateral Trustee and
Issuing Bank, and Citicorp North America, Inc. and JPMorgan Chase Bank as
Co-Administrative Agents (the "Credit Agreement") and to clarify certain
provisions of those agreements.
AGREEMENT AND CONSENT. Dynegy Holdings entered into an Agreement
and Consent (the "Agreement and Consent") dated as of November 19, 2001 with
Dynegy, Enron, CGNN Holding Company, Inc., a Delaware corporation and
indirect subsidiary of Enron ("CGNN"), MCTJ Holding Co. LLC, a Delaware
limited liability company and a wholly owned subsidiary of CGNN ("MCTJ"),
NNGC Holding Company, Inc., a Delaware corporation and wholly owned
subsidiary of MCTJ, Northern Natural, Citicorp USA, Inc. and JPMorgan Chase
Bank, as Co-Administrative Agents, and the lenders party to the Credit
Agreement (as defined in such Credit Agreement, the "Banks"). Pursuant to
the Agreement and Consent, the Banks agreed that for 30 days following an
Event of Default under the Credit Agreement (the "Standstill Period"), they
will refrain from taking any remedial action, such as foreclosure on the
assets or the common stock of Northern Natural securing their loan, except
upon the bankruptcy of Northern Natural. During the Standstill Period,
Dynegy will have the option of (i) purchasing the bank debt from the Banks at
par, plus accrued and unpaid interest and accrued fees and costs, (ii)
guaranteeing the bank debt (provided Dynegy is rated investment grade
("Investment Grade") by at least two of Standard & Poor's Rating Group,
Moody's Investor Services, Inc., Fitch IBCA or Duff & Phelps) or (iii) having
an entity that is rated Investment Grade and owns greater than 20% of
Dynegy's common stock guarantee the bank debt (collectively, the "Standstill
Rights").
AMENDMENT TO OPTION AGREEMENT. Dynegy Holdings entered into an
Amendment to Option Agreement (the "Amendment to Option Agreement") dated as
of November 19, 2001 with CGNN, MCTJ, Enron and Dynegy. The Option Agreement
granted Dynegy Holdings an option to purchase all of the membership interests
of MCTJ in certain circumstances. Pursuant to the Amendment to Option
Agreement, Dynegy Holdings was granted the additional right to exercise its
option to purchase all the membership interests of MCTJ under the Option
Agreement at any time after the earlier to occur of (the "New Purchase Option
Event")
- the moment in time immediately prior to the expiration of the
Standstill Period; or
- the moment in time immediately prior to the exercise by Dynegy
of any of its Standstill Rights.
AMENDMENT TO PURCHASE OPTION AGREEMENT. Dynegy Holdings entered into
an Amendment to Purchase Option Agreement (the "Amendment to Purchase Option
Agreement")
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dated as of November 19, 2001 with CGNN, MCTJ, Northern Natural, Enron and
Dynegy. Pursuant to the Amendment to Purchase Option Agreement, if Dynegy
Holdings has purchased all of the membership interests of MCTJ pursuant to the
Option Agreement after a New Purchase Option Event, CGNN will have the
option for 90 days after such to exercise its purchase rights under the
Purchase Option Agreement.
The Amendment to Option Agreement, the Agreement and Consent and the Amendment
to Purchase Option Agreement are filed herewith as Exhibits 10.1, 10.2 and
10.3, respectively, and are incorporated in this Item 5 by reference. The
foregoing description of the Amendment to Option Agreement, the Agreement and
Consent and the Amendment to Purchase Option Agreement, and the transactions
contemplated in such documents, is qualified in its entirety by reference to
such documents.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
10.1 -- Amendment to Option Agreement among CGNN Holding Company, Inc.,
MCTJ Holding Co. LLC, Enron Corp., Dynegy Holdings Inc. and
Dynegy Inc. dated as of November 19, 2001.
10.2 -- Agreement and Consent among Dynegy Inc., Dynegy Holdings Inc.,
Enron Corp., CGNN Holding Company, Inc., MCTJ Holding Co. LLC,
NNGC Holding Company, Inc., Northern Natural Gas Company, Citicorp
USA, Inc. and JPMorgan Chase Bank dated as of November 19, 2001.
10.3 -- Amendment to Purchase Option Agreement among CGNN Holding Company,
Inc., MCTJ Holding Co. LLC, Northern Natural Gas Company, Enron
Corp., Dynegy Holdings Inc. and Dynegy Inc. dated as of November
19, 2001.
10.4 -- Amendment to Exchange Agreement among Enron Corp. and Dynegy Inc.
dated as of November 19, 2001.
99.1 -- Certificate of Amendment to the Certificate of Incorporation of
Northern Natural Gas Company dated as of November 21, 2001.
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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.
DYNEGY HOLDINGS INC.
By: /s/ Keith R. Fullenweider
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Keith R. Fullenweider, Senior Vice
President and Deputy General Counsel
Date: November 29, 2001
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EXHIBIT INDEX
10.1 -- Amendment to Option Agreement among CGNN Holding Company, Inc., MCTJ
Holding Co. LLC, Enron Corp., Dynegy Holdings Inc. and Dynegy Inc.
dated as of November 19, 2001.
10.2 -- Agreement and Consent among Dynegy Inc., Dynegy Holdings Inc., Enron
Corp., CGNN Holding Company, Inc., MCTJ Holding Co. LLC, NNGC Holding
Company, Inc., Northern Natural Gas Company, Citicorp USA, Inc. and
JPMorgan Chase Bank dated as of November 19, 2001.
10.3 -- Amendment to Purchase Option Agreement among CGNN Holding Company,
Inc., MCTJ Holding Co. LLC, Northern Natural Gas Company, Enron
Corp., Dynegy Holdings Inc. and Dynegy Inc. dated as of November
19, 2001.
10.4 -- Amendment to Exchange Agreement among Enron Corp. and Dynegy Inc.
dated as of November 19, 2001.
99.1 -- Certificate of Amendment to the Certificate of Incorporation of
Northern Natural Gas Company dated as of November 21, 2001.
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