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 INC.
(Exact name of registrant as specified in its charter)
ILLINOIS 1-15659 74-2928353
(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 November 9, 2001, in connection with its Merger Agreement with
Enron Corp., an Oregon corporation ("Enron"), and the other parties thereto,
Dynegy Inc., an Illinois corporation ("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 also entered
into certain other agreements which have each been amended in connection with
the Credit Agreement dated as of November19, 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 entered into an Agreement and Consent
(the "Agreement and Consent") dated as of November 19, 2001 with Dynegy
Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Dynegy
("Dynegy Holdings"), 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 a 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 entered into an Amendment to
Option Agreement (the "Amendment to Option Agreement") dated as of November 19,
2001 with CGNN, MCTJ, Enron and Dynegy Holdings. 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 entered into an
Amendment to Purchase Option Agreement (the "Amendment to Purchase Option
Agreement") dated as of
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November 19, 2001 with CGNN, MCTJ, Northern Natural, Enron and Dynegy
Holdings. 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 INC.
By: /s/ Keith R. Fullenweider
--------------------------------------------
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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