<PAGE>
UNITED STATES
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): July 26, 1999
DYNEGY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-11156 94-3248415
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
1000 LOUISIANA, SUITE 5800
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 507-6400
<PAGE>
ITEM 5. OTHER EVENTS
The purpose of this report is to permit Dynegy Inc. (the "Company") to file
herewith those exhibits listed in Item 7(c) below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibit No. Description of Exhibit
- ----------- ----------------------
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of a Corporation Designated to Act as Trustee under the
Indenture by and between the Company and The First National Bank
of Chicago, as Trustee, dated as of September 26, 1996, as
amended and restated as of March 23, 1998 (incorporated by
reference to Exhibit 4.21 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997).
2
<PAGE>
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.
Dated: July 26, 1999
DYNEGY INC.
By: /s/ JOHN U. CLARKE
----------------------------------------
Name: John U. Clarke
Title: Senior Vice President and Chief
Financial Officer
3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of a Corporation Designated to Act as Trustee under the
Indenture by and between the Company and The First National Bank
of Chicago, as Trustee, dated as of September 26, 1996, as amended
and restated as of March 23, 1998 (incorporated by reference to
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997).
4
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)
____________________________
THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
_____________________________
DYNEGY INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3248415
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1000 LOUISIANA, SUITE 5800
HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>
ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C., Federal Deposit Insurance
Corporation, Washington, D.C., The Board of Governors of the Federal
Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the trustee now in
effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise corporate
trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or
examining authority.
<PAGE>
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 26th day of July, 1999.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
By /s/ John R. Prendiville
John R. Prendiville
Vice President
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3
of U S WEST Capital Funding, Inc. filed with the Securities and Exchange
Commission on May 6, 1998 (Registration No. 333-51907-01).
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
July 26, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Dynegy
Inc. and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ John R. Prendiville
John R. Prendiville
Vice President
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/99 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 1999
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
---------------------------
C400 RCFD BIL MIL THOU
---- ---- ------------
ASSETS
<S> <C> <C> <C>
1. Cash and balances due from depository
institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency ----
and coin(1)............................................... 0081 3,809,517 1.a
b. Interest-bearing balances(2).............................. 0071 4,072,166 1.b
2. Securities:
a. Held-to-maturity securities(from Schedule RC-B, column A). 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B,
column D)................................................. 1773 12,885,728 2.b
3. Federal funds sold and securities purchased
under agreements to resell................................ 1350 4,684,756 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C)..................................................... 2122 34,304,806 4.a
b. LESS: Allowance for loan and lease losses................. 3123 411,476 4.b
c. LESS: Allocated transfer risk reserve..................... 3128 3,884 4.c
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c)...................... 2125 33,889,446 4.d
5. Trading assets (from Schedule RD-D)....................... 3545 5,100,499 5.
6. Premises and fixed assets (including capitalized leases) 2145 754,052 6.
7. Other real estate owned (from Schedule RC-M).............. 2150 5,244 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................ 2130 201,068 8.
9. Customers' liability to this bank on acceptances
outstanding............................................... 2155 265,041 9.
10. Intangible assets (from Schedule RC-M).................... 2143 285,709 10.
11. Other assets (from Schedule RC-F)......................... 2160 2,987,184 11.
12. Total assets (sum of items 1 through 11).................. 2170 68,940,410 12.
- ------------------
</TABLE>
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<CAPTION>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/99 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS
-------------------------------
<S> <C> <C> <C>
LIABILITIES
RCON
-----
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part (1)............................. 2200 22,163,664 13.a
(1) Noninterest-bearing (1).............................. 6631 9,740,100 13.a1
(2) Interest-bearing..................................... 6636 12,423,564 13.a2
RCFN
-----
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)....................... 2200 19,273,426 13.b
(1) Noninterest bearing.................................. 6631 334,741 13.b1
(2) Interest-bearing..................................... 6636 18,938,685 13.b2
14. Federal funds purchased and securities sold under
agreements to repurchase: RCFD 2800 4,405,792 14
15. a. Demand notes issued to the U.S. Treasury ............. RCON 2840 173,505 15.a
b. Trading Liabilities (from Sechedule RC-D)............. RCFD 3548 4,824,567 15.b
RCFD
----
16. Other borrowed money:
a. With original maturity of one year or less............ 2332 7,453,761 16.a
b. With original maturity of more than one year......... A547 330,300 16.b
c. With original maturity of more than three years...... A548 357,737 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding.. 2920 265,041 18.
19. Subordinated notes and debentures........................ 3200 2,600,000 19.
20. Other liabilities (from Schedule RC-G)................... 2930 1,878,367 20.
21. Total liabilities (sum of items 13 through 20)........... 2948 63,726,160 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............ 3838 0 23.
24. Common stock............................................. 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock). 3839 3,239,836 25.
26. a. Undivided profits and capital reserves................ 3632 1,813,367 26.a
b. Net unrealized holding gains (losses) on
available-for-sale securities......................... 8434 (37,357) 26.b
c. ACCUMULATED NET GAINS (LOSSES) ON CASH FLOW HEDGES.... 4336 0 26.c
27. Cumulative foreign currency translation adjustments...... 3284 (2,454) 27.
28. Total equity capital (sum of items 23 through 27)........ 3210 5,214,250 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28)....... 3300 68,940,410 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank by independent Number
external auditors as of any date during 1996 ...................................RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with 4 = Directors' examination of the bank performed by other
generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements
conducted in accordance with generally accepted auditing by external auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial
submits a report on the consolidated holding company statements by external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax
3 = Directors' examination of the bank conducted in preparation work)
accordance with generally accepted auditing standards 8 = No external audit work
by a certified public accounting firm (may be required by
state chartering authority)
- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
</TABLE>
