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): DECEMBER 2, 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
ITEM 5. OTHER EVENTS.
On December 2, 2001, Enron Corp., an Oregon corporation ("Enron"),
announced that Enron and a number of its subsidiaries had filed voluntary
petitions for Chapter 11 reorganization with the United States Bankruptcy
Court for the Southern District of New York. On the same day, Enron filed a
complaint in an adversary proceeding in the United States Bankruptcy Court
for the Southern District of New York against Dynegy Holdings Inc., a
Delaware corporation ("Dynegy"), and its parent company Dynegy Inc., an
Illinois corporation ("Dynegy Holdings"), seeking declaratory relief and
damages with respect to Dynegy's termination of the Agreement and Plan of
Merger dated as of November 9, 2001 among Dynegy, Stanford, Inc., Sorin,
Inc., Badin, Inc. and Enron and with respect to Dynegy Holdings' exercise of
its option to purchase all of the membership interests of MCTJ Holding Co.
LLC, a Delaware limited liability company ("MCTJ"), pursuant to the Option
Agreement dated as of November 9, 2001 and amended as of November 19, 2001.
On December 3, 2001, Dynegy Holdings and Dynegy filed a petition in the
129th Judicial District Court of Harris County, Texas, seeking specific
performance of Dynegy Holdings' option to purchase all of the membership
interests of MCTJ, declaratory relief and damages. Dynegy's petition and the
exhibits thereto are attached as exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to
this Current Report on Form 8-K and are incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
99.1 -- Plaintiff's original petition filed December 3, 2001 in
DYNEGY INC. AND DYNEGY HOLDINGS INC. VS. CGNN HOLDING COMPANY,
INC. AND MCTJ HOLDING CO. LLC, cause no. 2001-61378, in the
129th Judicial District Court, Harris County, Texas.
99.2 -- Option Agreement dated as of November 9, 2001 (incorporated
by reference to Exhibit 10.4 to Dynegy's Current Report on
Form 8-K filed with the SEC on November 14, 2001 (File No.
1-15659)), which forms a part of Exhibit A to the petition.
99.3 -- Amendment to Option Agreement dated as of November 19, 2001
(incorporated by reference to Exhibit 10.1 to Dynegy's Current
Report on Form 8-K filed with the SEC on November 30, 2001
(File No. 1-15659)), which forms a part of Exhibit A to the
petition.
99.4 -- Letter from Dynegy Inc. to Enron Corp. dated November 28,
2001 giving notice of termination of the Agreement and Plan of
Merger dated as of November 9, 2001 among Dynegy Inc.,
Stanford, Inc., Sorin, Inc., Badin, Inc. and Enron Corp.
(incorporated by reference to Exhibit 99.1 to Dynegy's Current
Report on Form 8-K filed with the SEC on November 29, 2001
(File No. 1-15659)), which is Exhibit B to the petition.
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99.5 -- Letter from Dynegy Holdings Inc. to CGNN Holding Company,
Inc. dated November 28, 2001 giving notice of the exercise of
its option to purchase all of the membership interests of MCTJ
Holding Co. LLC, a Delaware limited liability company,
pursuant to the Option Agreement dated as of November 9, 2001
(incorporated by reference to Exhibit 99.2 to Dynegy's Current
Report on Form 8-K filed with the SEC on November 29, 2001
(File No. 1-15659)), which is Exhibit C to the petition.
99.6 -- Press release dated December 3, 2001.
ITEM 9. REGULATION FD DISCLOSURE
Please see the press release attached issued by Dynegy as Exhibit 99.6.
The information in Item 9 of this report is being furnished, not filed,
pursuant to Regulation FD. Accordingly, the information in Item 9 of this
report will not be incorporated by reference into any registration statement
filed by Dynegy Holdings under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein by reference.
The furnishing of the information in this report is not intended to, and does
not, constitute a determination or admission by Dynegy Holdings, that the
information in this report is material or complete, or that investors should
consider this information before making an investment decision with respect
to any security of Dynegy Holdings or any of its affiliates.
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS AND INFORMATION.
Dynegy Holdings' reports, filings and other public announcements often
include statements reflecting assumptions, expectations, projections,
intentions or beliefs about future events. These statements are intended as
"forward-looking statements" under the Private Securities Litigation Reform
Act of 1995. You can identify these statements by the fact that they do not
relate strictly to historical or current facts. They use words such as
"anticipate," "estimate," "project," "forecast," "may," "will," "should,"
"expect" and other words of similar meaning. In particular, these include,
but are not limited to, statements relating to the following:
o Projected operating or financial results;
o Expectations regarding capital expenditures, dividends and other
payments;
o Pending or recent acquisitions, including the anticipated closing
date, expected cost savings or synergies and the accretive or
dilutive impact of an acquisition on earnings;
o Expectations regarding transaction volume and liquidity in wholesale
energy markets in the U.S. and Europe;
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o Beliefs or assumptions about the outlook for deregulation of retail
and wholesale energy markets in the U.S. and Europe and anticipated
business developments in such markets;
o Dynegy Holdings' ability to effectively compete for market share
with industry participants;
o Beliefs about the outcome of legal and administrative
proceedings; and
o The expected commencement date for commercial operations for new
power plants.
Any or all of Dynegy Holdings' forward-looking statements may turn out to be
wrong. They can be affected by inaccurate assumptions or by known or unknown
risks and uncertainties, including the following:
o The timing and extent of changes in commodity prices for energy,
particularly natural gas, electricity and NGLs;
o The timing and extent of deregulation of energy markets in the U.S.
and Europe and the rules and regulations adopted on a transitional
basis in such markets;
o The condition of the capital markets generally, which will be
affected by interest rates, foreign currency fluctuations and
general economic conditions, as well as Dynegy Holdings' ability
to maintain its investment grade credit ratings;
o The effectiveness of Dynegy Holdings' risk-management policies and
procedures and the ability of Dynegy Holdings' trading
counterparties to satisfy their financial commitments;
o The liquidity and competitiveness of wholesale trading markets for
energy commodities, including the impact of electronic or online
trading in these markets;
o Operational factors affecting the start up or ongoing commercial
operations of Dynegy Holdings' power generation or midstream natural
gas facilities, including catastrophic weather related damage,
unscheduled outages or repairs, unanticipated changes in fuel costs
or availability, the unavailability of gas transportation, the
unavailability of electric transmission service or workforce issues;
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o Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims, including environmental
liabilities that may not be covered by indemnity or insurance;
o Other U.S. or European regulatory or legislative developments that
affect the demand for energy generally, increase the environmental
compliance cost for Dynegy Holdings' power generation or midstream
gas facilities or impose liabilities on the owners of such
facilities; and
o General political conditions, including any extended period of war
or conflict involving the U.S. or Europe.
Many of these factors will be important in determining Dynegy Holdings'
actual future results. Consequently, no forward-looking statement can be
guaranteed. Dynegy Holdings' actual future results may vary materially from
those expressed or implied in any forward-looking statements.
All of Dynegy Holdings' forward-looking statements, whether written or
oral, are expressly qualified by these cautionary statements and any other
cautionary statements that may accompany such forward-looking statements. In
addition, Dynegy Holdings disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after the date
of this report.
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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
--------------------------------
Keith R. Fullenweider,
Senior Vice President and
Deputy General Counsel
Date: December 4, 2001
EXHIBIT INDEX
99.1 -- Plaintiff's original petition filed December 3, 2001 in
DYNEGY INC. AND DYNEGY HOLDINGS INC. VS. CGNN HOLDING COMPANY,
INC. AND MCTJ HOLDING CO. LLC, cause no. 2001-61378, in the
129th Judicial District Court, Harris County, Texas.
99.2 -- Option Agreement dated as of November 9, 2001 (incorporated
by reference to Exhibit 10.4 to Dynegy's Current Report on
Form 8-K filed with the SEC on November 14, 2001 (File No.
1-15659)), which forms a part of Exhibit A to the petition.
99.3 -- Amendment to Option Agreement dated as of November 19, 2001
(incorporated by reference to Exhibit 10.1 to Dynegy's Current
Report on Form 8-K filed with the SEC on November 30, 2001
(File No. 1-15659)), which forms a part of Exhibit A to the
petition.
99.4 -- Letter from Dynegy Inc. to Enron Corp. dated November 28,
2001 giving notice of termination of the Agreement and Plan of
Merger dated as of November 9, 2001 among Dynegy Inc.,
Stanford, Inc., Sorin, Inc., Badin, Inc. and Enron Corp.
(incorporated by reference to Exhibit 99.1 to Dynegy's Current
Report on Form 8-K filed with the SEC on November 29, 2001
(File No. 1-15659)), which is Exhibit B to the petition.
99.5 -- Letter from Dynegy Holdings Inc. to CGNN Holding Company,
Inc. dated November 28, 2001 giving notice of the exercise of
its option to purchase all of the membership interests of MCTJ
Holding Co. LLC, a Delaware limited liability company,
pursuant to the Option Agreement dated as of November 9, 2001
(incorporated by reference to Exhibit 99.2 to Dynegy's Current
Report on Form 8-K filed with the SEC on November 29, 2001
(File No. 1-15659)), which is Exhibit C to the petition.
99.6 -- Press release dated December 3, 2001.
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