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)
April 3, 2006 (March 31, 2006)
DYNEGY INC.
DYNEGY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Illinois Delaware |
1-15659 0-29311 |
74-2928353 94-3248415 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
1000 Louisiana, Suite 5800
Houston, Texas 77002
(Address of principal executive offices including Zip Code)
(713) 507-6400
(Registrant’s telephone number, including area code)
N.A.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Item 7.01 Regulation FD Disclosure.
On March 31, 2006, Dynegy Inc. (“Dynegy”) issued a press release announcing that Dynegy and certain of its subsidiaries have completed the previously announced ownership exchange transaction with NRG Energy, Inc. A copy of this press release is furnished pursuant to Regulation FD as Exhibit 99.1 and is incorporated herein by reference.
The information in the press release shall not be deemed to be incorporated by reference into the filings of Dynegy or Dynegy Holdings Inc. under the Securities Act of 1933, as amended, except as set forth with respect thereto in any such filing. In addition, this Current Report on Form 8-K and the press release contain statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired: Not applicable |
| (b) | Pro Forma Financial Information: Not applicable |
| (c) | Exhibits: |
| Exhibit No. | Document | |
| 99.1 | Press Release announcing the completion of the ownership exchange with NRG Energy, Inc. dated March 31, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DYNEGY INC. | ||||
| (Registrant) | ||||
| Date: April 3, 2006 | By: | /s/ J. Kevin Blodgett | ||
| Name: | J. Kevin Blodgett | |||
| Title: | General Counsel, EVP, Administration & Secretary | |||
| DYNEGY HOLDINGS INC. | ||||
| (Registrant) | ||||
| Date: April 3, 2006 | By: | /s/ J. Kevin Blodgett | ||
| Name: | J. Kevin Blodgett | |||
| Title: | General Counsel, EVP, Administration & Secretary | |||
EXHIBIT INDEX
| Exhibit No. | Document | |
| *99.1 | Press Release announcing the completion of the ownership exchange with NRG Energy, Inc. dated March 31, 2006. |
| * | Furnished herewith |