Annual Reports

 
Quarterly Reports

 
8-K

  • 8-K (Nov 17, 2017)
  • 8-K (Nov 1, 2017)
  • 8-K (Oct 30, 2017)
  • 8-K (Sep 6, 2017)
  • 8-K (Aug 21, 2017)
  • 8-K (Aug 8, 2017)

 
Other

Dynegy 8-K 2007

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Ex-99.1
  4. Graphic
  5. Graphic
Form 8-K

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)

February 2, 2007 (January 31, 2007)

 


DYNEGY ACQUISITION, INC.

DYNEGY INC.

DYNEGY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

Illinois

Delaware

 

333-139221

1-15659

0-29311

 

20-5653152

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:

 

x 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 1.01 Entry into a Material Definitive Agreement.

On January 31, 2007, Dynegy Holdings Inc. (“DHI”) and Calcasieu Power, LLC, an indirect subsidiary of DHI, entered into an asset purchase agreement with Entergy Gulf States, Inc. (“Entergy”) pursuant to which DHI will sell its Calcasieu power generation facility, a peaking plant in Sulphur, Louisiana, to Entergy for $56.5 million in cash (the “Calcasieu Purchase Agreement”). The Calcasieu Purchase Agreement contains customary representations and warranties on the part of DHI and Entergy as well as customary indemnification provisions. The transaction is expected to close in early 2008, subject to obtaining certain regulatory approvals and satisfaction of customary closing conditions.

The foregoing description of the Calcasieu Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Items.

A copy of the press release issued by Dynegy Inc. announcing the above transaction is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, this Current Report on Form 8-K and the release include statements intended as “forward-looking statements,” which are subject to the cautionary statements about forward-looking statements set forth in the press release.

WHERE YOU CAN FIND MORE INFORMATION

Dynegy has filed a preliminary proxy statement/prospectus, as amended, with the SEC in connection with the previously announced proposed merger with LS Power. Investors and security holders are urged to carefully read the important information contained in the materials regarding the proposed transaction. Investors and security holders may obtain a copy of the preliminary proxy statement/prospectus, as amended, and other relevant documents, free of charge, at the SEC’s web site at www.sec.gov. Copies of the final proxy statement/prospectus, once it has been filed with the SEC, will also be available, free of charge, on the SEC’s web site, and on Dynegy’s web site at www.dynegy.com and may also be obtained by writing Dynegy Inc. Investor Relations, 1000 Louisiana Street, Suite 5800, Houston, Texas 77002 or by calling 713-507-6466.

Dynegy, LS Power and their respective directors, executive officers, partners and other members of management and employees may be deemed to be participants in the solicitation of proxies from Dynegy’s shareholders with respect to the proposed transaction. Information regarding Dynegy’s directors and executive officers is available in the company’s proxy statement for its 2006 Annual Meeting of Shareholders, dated April 3, 2006. Additional information regarding the interests of such potential participants are included in the preliminary proxy statement/prospectus, as amended, and other relevant documents filed with the SEC when they become available.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit No.  

Document

10.1   Asset Purchase Agreement dated January 31, 2007 by and between Dynegy Holdings Inc., Calcasieu Power, LLC and Entergy Gulf States, Inc.
99.1   Press Release dated February 1, 2007.


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 ACQUISITION, INC.
   

(Registrant)

Dated: February 2, 2007

   

By:

 

/s/ KENT R. STEPHENSON

   

Name:

 

Kent R. Stephenson

   

Title:

 

Senior Vice President

    DYNEGY INC.
   

(Registrant)

Dated: February 2, 2007

   

By:

 

/s/ KENT R. STEPHENSON

   

Name:

 

Kent R. Stephenson

   

Title:

 

Senior Vice President

    DYNEGY HOLDINGS INC.
   

(Registrant)

Dated: February 2, 2007

   

By:

 

/s/ KENT R. STEPHENSON

   

Name:

 

Kent R. Stephenson

   

Title:

 

Senior Vice President


EXHIBIT INDEX

 

Exhibit No.

 

Document

10.1

  Asset Purchase Agreement dated January 31, 2007 by and between Dynegy Holdings Inc., Calcasieu Power, LLC and Entergy Gulf States, Inc.
99.1   Press Release dated February 1, 2007.
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki