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) September 14, 2001 DYNEGY HOLDINGS INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-29311 94-3248415 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 1000 Louisiana, Suite 5800, Houston, Texas 77002 -------------------------------------------------------------------------------- (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code (713) 507-6400 ---------------------------- Item 5. Other Events. ---------------------- Dynegy Holdings Inc., a wholly owned subsidiary of Dynegy Inc., together with two of its wholly owned subsidiaries, Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., due to the closure of the financial markets and concurrent problems with mail delivery services, have extended the expiration date of the exchange offer they commenced on August 7, 2001 from 5:00 p.m., New York City time, on September 14, 2001, until 5:00 p.m., New York City time, on September 28, 2001. The exchange offer consists of an offer to exchange $250,000,000 7.27% Series A Pass Through Certificates due November 8, 2010 and $550,400,000 7.67% Series B Pass Through Certificates due November 8, 2016 for identical principal amounts of 7.27% Series A Pass Through Certificates due November 8, 2010 and 7.67% Series B Pass Through Certificates due November 8, 2016, respectively, which have been registered under the Securities Act of 1933, as amended. All other terms of the exchange offer remain unchanged. The Chase Manhattan Bank is the exchange agent for the exchange offer. All executed letters of transmittal should be sent to the exchange agent at 55 Water Street, Room 234, New York, New York 10041, Attention: Victor Matis (facsimile: (212) 638-7380; phone: (212) 638-0459). In addition, questions and requests for assistance, requests for copies of the prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent at the above address. 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 thereunto duly authorized. DYNEGY HOLDINGS INC. By: /s/ Lisa Q. Metts --------------------------------- Lisa Q. Metts Vice President and Assistant General Counsel Date: September 17, 2001