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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 21, 2001
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DYNEGY INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 1-15659 74-2928353
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
1000 LOUISIANA, SUITE 5800
HOUSTON, TEXAS 77002
(Address of principal executive offices and zip code)
(713) 507-6400
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 21, 2001, Dynegy Inc., an Illinois corporation ("Dynegy" or the
"Company"), issued a press release announcing a stock repurchase program of up
to 6 million shares or $250 million of its outstanding Class A common stock.
The Company will repurchase the shares in the open market and private
transactions. Repurchased shares will be held as treasury stock and will be
available for general corporate purposes.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
Exhibit Description
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99.1 Press Release dated June 21, 2001.
ITEM 9. REGULATION FD DISCLOSURE.
In its press release on June 21, 2001, Dynegy also reaffirmed its belief in
the Company's ability to meet or exceed its 2001 earnings per share estimate of
$1.93 to $1.98 and confirmed it expected to achieve a 2002 growth rate of at
least 20 to 25 percent. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
The Company also stated that it believed that the Federal Energy Regulatory
Commission's order to extend its spot market price mitigation plan to the 11-
state western region is not expected to adversely impact the Company's earnings
or strategy. Dynegy has committed virtually all of its capacity to the state
through a long-term power contract between Dynegy and NRG Energy's affiliates,
El Segundo Power LLC, Long Beach Generation LLC and Cabrillo I LLC, and the
California Department of Water Resources.
UNCERTAINTY REGARDING FORWARD-LOOKING STATEMENTS
Certain statements included in this Current Report on Form 8-K are intended
as "forward-looking statements" under the Private Securities Litigation Reform
Act of 1995. These statements include assumptions, expectations, predictions,
intentions or beliefs about future events. Dynegy cautions that actual future
results may vary materially from those expressed or implied in any forward-
looking statements. Some of the key factors that could cause actual results to
vary from those Dynegy expects include changes in commodity prices for energy or
communications products or services; the timing and extent of deregulation of
energy markets in the U.S. and Europe; general capital market conditions; the
effectiveness of the Company's risk management policies and procedures; the
liquidity and competitiveness of wholesale trading markets for energy
commodities, including the impact of electronic or online trading in these
markets; operational factors affecting the Company's power generation or the
Company's midstream natural gas facilities; uncertainties regarding the
development of, and competition within, the market for broadband services in the
U.S. and Europe; and uncertainties regarding environmental regulations or
litigation and other legal or regulatory developments affecting the Company's
business. More information about the risks and uncertainties relating to these
forward-looking statements are found in the Company's SEC filings, which are
available free of charge on the SEC's web site at http://www.sec.gov.
SIGNATURES
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 INC.
Date: June 26, 2001 By: /s/ Lisa Q. Metts
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Name: Lisa Q. Metts
Title: Vice President and
Assistant General Counsel