<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 5)(1)
Dynegy Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
26816L 10 2
- -------------------------------------------------------------------------------
(CUSIP Number)
Jack S. Mustoe Alan Talkington
Senior Vice President, Legal Orrick, Herrington & Sutcliffe LLP
and General Counsel NOVA Chemicals Corporation 400 Sansome Street
645 Seventh Avenue S.W. San Francisco, CA 94111
Calgary, Alberta Canada T2P 4G8 (415) 773-5762
(403) 290-7636
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 14, 1999
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13-1(e), 13d-1(f) or 13d-1(g), check the following
box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies, including all exhibits. SEE Rule 13d-7(b) for other parties to
whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
- ----------------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
<PAGE>
- -------------------------- ------------------------
CUSIP NO. 26816L 10 2 13D PAGE 2 OF 8 PAGES
- -------------------------- ------------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NOVA Gas Services (U.S.) Inc.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 38,789,876
SHARES WITH --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 38,789,876
REPORTNG --------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,789,876
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------- ------------------------
CUSIP NO. 26816L 10 2 13D PAGE 3 OF 8 PAGES
- -------------------------- ------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
NOVA Chemicals Corporation
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES -------------------------------------------------------------
BENEFICIALLY
8 SHARED VOTING POWER 38,789,876
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTNG -------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 38,789,876
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,789,876
- -------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /X/
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
<PAGE>
- -------------------------- ------------------------
CUSIP NO. 26816L 10 2 13D PAGE 4 OF 8 PAGES
- -------------------------- ------------------------
NOVA Gas Services (U.S.) Inc. (the "Reporting Person") and NOVA
Chemicals Corporation (known prior to January 1, 1999 as NOVA
Corporation), an Alberta, Canada corporation ("NOVA") and the ultimate
parent of the Reporting Person, hereby amend the single joint statement on
Schedule 13D, as amended by Amendments 1, 2, 3 and 4 (the "Schedule 13D"), filed
with the Securities and Exchange Commission, which statement relates to the
shares of Common Stock, par value $0.01 (the "Common Stock"), of Dynegy Inc.
(known prior to July 6, 1998 as NGC Corporation), a Delaware corporation (the
"Issuer") as follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 shall be deleted and replaced with the following:
(a, b, c and f) This Statement is being filed by (i) NOVA Gas
Services (U.S.) Inc., a Delaware corporation (the "Reporting Person"), and
(ii) NOVA Chemicals Corporation (known prior to January 1, 1999 as NOVA
Corporation), an Alberta, Canada, corporation ("NOVA"). The Reporting Person is
a wholly owned subsidiary of NOVA Investments (U.S.) Inc. which is, in turn, a
wholly owned subsidiary of NOVA Chemicals (Canada) Ltd./NOVA Chimie (Canada)
Ltee., which is, in turn, a wholly owned subsidiary of NOVA Petrochemicals Ltd.,
which is in turn a wholly owned subsidiary of NOVA. The principal office of the
Reporting Person is 400 Frankfort Road, Monaca, Pennsylvania 15601. The
principal office of NOVA is 645 Seventh Avenue S.W., Calgary, Alberta T2P 4G8
Canada.
The principal business of the Reporting Person is to hold NOVA's U.S.
gas services investments. The principal business of NOVA is the manufacturing
and marketing of commodity chemicals.
Schedules I and II which are attached hereto and incorporated herein
in their entirety by reference, set forth the name, residence or business
address, citizenship and certain employment information of each of the officers
and directors of the Reporting Person and NOVA, respectively.
(d) Neither the Reporting Person, nor NOVA, nor to the best knowledge
of either the Reporting Person or NOVA, any entity or person with respect to
which information is provided in response to this Item 2 has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person, nor NOVA, nor to the best knowledge
of either the Reporting Person or NOVA, any entity or person with respect to
which information is provided in response to this Item has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
<PAGE>
- -------------------------- ------------------------
CUSIP NO. 26816L 10 2 13D PAGE 5 OF 8 PAGES
- -------------------------- ------------------------
ITEM 4. PURPOSE OF TRANSACTION.
The following shall be added before the last paragraph of Item 4:
On June 14, 1999, the Issuer and Illinova Corporation, an Illinois
corporation ("Illinova"), announced the execution of an Agreement and Plan of
Merger (the "Merger Agreement") and other definitive agreements providing for
the combination (the "Merger") of Illinova and the Issuer. In connection with
the Merger Agreement, the Reporting Person entered into a Voting Agreement (the
"Dynegy Voting Agreement") in which it, among other things, agreed, subject to
the terms thereof (i) to vote in favor of the Merger, (ii) to vote against
certain other transactions, (iii) to waive any provisions of the New NGC
Stockholders Agreement with respect to actions contemplated by the Merger
Agreement and (iv) to not sell, pledge or otherwise transfer any of the shares
of Common Stock. The Dynegy Voting Agreement terminates upon the first to occur
of the termination of the Merger Agreement and the date of the consummation of
the Merger. The Merger Agreement and the Dynegy Voting Agreement are attached
as Exhibits 15 and 16, respectively.
Under the terms of the Merger Agreement, the Issuer's stockholders may
elect to convert their shares of Common Stock into cash (at a fixed price of
$16.50 per share of Common Stock) or common shares of the combined company (at a
fixed exchange ratio of 0.69 shares of the combined company for every share of
Common Stock). The Reporting Person has agreed to elect to convert its shares
of Common Stock into cash in the Merger pursuant to the Affiliate Agreement
attached as Exhibit 18. However, if there is insufficient cash for the combined
company to exchange all of the Reporting Person's shares of Common Stock into
cash (due to other stockholders electing cash), then the remainder of such
shares of Common Stock shall be exchanged for convertible preferred stock (the
"Preferred Stock") of the combined company. The amount of Preferred Stock to be
received by the Reporting Person will depend on the amount of cash elected by
the other stockholders of the Issuer and on the market price of Illinova common
shares prior to the closing of the Merger. The terms of the Preferred Stock are
described in the Statement of Resolution Establishing Series of Series A
Convertible Preferred Stock attached as Exhibit B to the Merger Agreement. The
Reporting Person also will receive registration rights covering its Preferred
Stock and the common stock of the combined company into which the Preferred
Stock may be converted. The Registration Rights Agreement is attached as
Exhibit 17.
The foregoing descriptions of the Merger Agreement, the Dynegy Voting
Agreement, the Registration Rights Agreement and the Affiliate Agreement are
qualified in their entirety by reference to the complete copies of such
agreements attached or incorporated by reference as exhibits below.
<PAGE>
- -------------------------- ------------------------
CUSIP NO. 26816L 10 2 13D PAGE 6 OF 8 PAGES
- -------------------------- ------------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 shall be deleted and replaced with the following:
(a) In computing their respective aggregate percentage ownership of
Common Stock and the percentages of Common Stock owned by the other
parties to the New NGC Stockholders Agreement for purposes of this
Schedule 13D, the Reporting Person and NOVA have relied on the
quarterly report on Form 10-Q for the quarterly period ended
March 31, 1999, (Commission File No.1-11156) in which the Issuer
reported that 152,864,662 shares of Common Stock were outstanding.
As of the close of business on June 14, 1999, the Reporting Person
was the beneficial owner of 38,789,876 shares of Common Stock,
constituting approximately 25.4% of the shares of Common Stock
outstanding.
NOVA does not own any shares of the Issuer directly, but may be deemed
to share beneficial ownership of all of the shares of Common Stock
owned by the Reporting Person by virtue of the ownership relationship
described in Item 2.
To the knowledge of the Reporting Person and NOVA, only the following
persons listed on Schedules I and II owns any of the Issuer's shares
of Common Stock:
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Jeffrey M. Lipton 10,251*
A. Terence Poole 6,189
Jack S. Mustoe 2,757
Robert L. Pierce 500
</TABLE>
*Includes 800 shares held indirectly.
The Reporting Person and NOVA disclaim ownership of any such shares of
Common Stock.
(b) Subject to its obligations under the agreements described in this
Schedule 13D, the Reporting Person has the sole power to vote and
dispose of the 38,789,876 shares of Common Stock owned directly by it.
Although the Reporting Person has sole voting rights, NOVA may be
deemed to share voting and dispositive power with regard to such
shares by virtue of its ownership of 100% of the Reporting Person.
<PAGE>
- -------------------------- ------------------------
CUSIP NO. 26816L 10 2 13D PAGE 7 OF 8 PAGES
- -------------------------- ------------------------
(c) The Reporting Person had no transactions in the shares of Common Stock
in the sixty-day period ended June 14, 1999.
(d) Except as described above, no other person is known to have the right
to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of such shares of Common Stock beneficially
owned by the Reporting Person and NOVA.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The following shall be added before the last paragraph of Item 6:
The contracts, arrangements, understandings and relationships with
respect to the Merger and related transactions are described in Item 4 and
are incorporated by reference in response to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following shall be added after the last Exhibit in Item 7:
15. Agreement and Plan of Merger, dated as of June 14, 1999, by and among
Illinova Corporation, an Illinois corporation, Energy Convergence Holding
Company, an Illinois corporation, Dynegy Acquisition Corporation, a Delaware
corporation, Energy Convergence Acquisition Corporation, an Illinois
corporation, and Dynegy Inc., a Delaware corporation (incorporated by reference
to Exhibit 2.1 to the Issuer's Current Report on Form 8-K dated June 14, 1999).
16. Voting Agreement, dated as of June 14, 1999, by and between Illinova
Corporation, an Illinois corporation, and NOVA Gas Services (U.S.) Inc., a
Delaware corporation (incorporated by reference to Exhibit 10.4 to the Issuer's
Current Report on Form 8-K dated June 14, 1999).
17. Registration Rights Agreement, dated as of June 14, 1999, by and among
Energy Convergence Holding Company, an Illinois corporation, British Gas
Atlantic Holdings BV, a Netherlands corporation, and NOVA Gas Services (U.S.)
Inc., a Delaware corporation (incorporated by reference to Exhibit 10.7 to the
Issuer's Current Report on Form 8-K dated June 14, 1999).
18. Affiliate Agreement, dated as of June 14, 1999, by NOVA Gas Services
(U.S.) Inc., a Delaware corporation, to Energy Convergence Holding Company, an
Illinois corporation.
<PAGE>
- -------------------------- ------------------------
CUSIP NO. 26816L 10 2 13D PAGE 8 OF 8 PAGES
- -------------------------- ------------------------
After reasonable inquiry and to the best of the undersigneds'
knowledge and believe, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
Dated: June 18, 1999
NOVA CHEMICALS CORPORATION
By: /s/ Bentley Woudstra
-------------------------------------------
Name: Bentley Woudstra
Title: Vice President and Corporate Secretary
NOVA GAS SERVICES (U.S.) INC.
By: /s/ Ernest V. Dean
-------------------------------------------
Name: Ernest V. Dean
Title: Secretary
<PAGE>
SCHEDULE I
Set forth below is the information required by Item 2 of Schedule 13D
for each executive officer and director of NOVA Gas Services (U.S.) Inc.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
NAME DIRECTOR/ CITIZENSHIP PRINCIPAL BUSINESS OF
OFFICER OCCUPATION NAME AND ADDRESS OF EMPLOYER EMPLOYER
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ernest V. Dean Director/Officer U.S. Secretary NOVA Chemicals Inc. See Item 2
400 Frankfort Road
Monaca, Pennsylvania
15061
- -----------------------------------------------------------------------------------------------------------------------------------
Jeffrey M. Lipton Director U.S. President and Chief NOVA Chemicals Corporation See Item 2
Executive Officer 2300 - 645 7th Avenue S.W.
of NOVA Chemicals Calgary, Alberta
Corporation T2P 4G8
- -----------------------------------------------------------------------------------------------------------------------------------
Jack S. Mustoe Director Canada Senior Vice NOVA Chemicals Corporation See Item 2
President, Legal 2300 - 645 7th Avenue S.W.
and General Counsel Calgary, Alberta
of NOVA Chemicals T2P 4G8
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
John R. Umlah Director/Officer U.S. President NOVA Chemicals Inc. See Item 2
400 Frankfort Road
Monaca, Pennsylvania
15061
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
I-1
<PAGE>
SCHEDULE II
Set forth below is the information required by Item 2 of Schedule 13D
for each executive officer and director of NOVA Chemicals Corporation.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICER/ PRINCIPAL BUSINESS OF
NAME DIRECTOR CITIZENSHIP OCCUPATION NAME AND ADDRESS OF EMPLOYER EMPLOYER
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dr. F. Peter Boer Director U.S. President and Chief Tiger Scientific, Inc. Science and
Executive Officer 47 Country Road South technology,
of Tiger Village of Golf, Florida consulting and
Scientific, Inc. 33436 investments
U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------------
Robert E. Dineen, Jr. Director U.S. Partner of Shearman Shearman & Sterling Attorneys-at-Law
& Sterling 566 Lexington Avenue
New York. N.Y. 10022
U.S.A.
- -----------------------------------------------------------------------------------------------------------------------------------
L. Yves Fortier, C.C., Director Canadian Chairman and Senior Ogilvy Renault Barristers and
Q.C. Partner of Ogilvy 1981 McGill College Avenue, Solicitors
Renault Suite 1200
Montreal, PQ
H3A 3C1
- -----------------------------------------------------------------------------------------------------------------------------------
Kerry L. Hawkins Director Canadian President of Cargill Limited Grain handlers
Cargill Limited Box 5900 and merchants,
300, 240 Graham Avenue transporters and
Winnipeg, MB processors of
R3C 4C5 agricultural
products
- -----------------------------------------------------------------------------------------------------------------------------------
Jeffrey M. Lipton Director/Officer U.S. President and Chief NOVA Chemicals Corporation See Item 2
Executive Officer 2300 - 645 7th Avenue S.W.
of NOVA Chemicals Calgary, Alberta
Corporation T2P 4G8
- -----------------------------------------------------------------------------------------------------------------------------------
Gerald J. Maier Director Canadian Chairman Emeritus TransCanada PipeLines Energy services
of TransCanada Limited
PipeLines and Vice 3400, 237 Fourth Avenue S.W.
Chairman of NOVA Calgary, Alberta
Chemicals T2P 5A4
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
James M. Edward (Ted) Director Canadian Chairman of NOVA Newall and Associates See Item 2
Newall O.C. Chemicals 2015, 855 - 2nd Street S.W.
Corporation Calgary, Alberta
T2P 4J8
- -----------------------------------------------------------------------------------------------------------------------------------
Dr. Nicholas Pappas Director U.S. President and Chief BioTraces, Inc. Environmental
Executive Officer 606 Swallow Hollow Road consulting
of BioTraces, Inc. Centerville, Delaware 19807
U.S.A.
- ----------------------------------------------------------------------------------------------------------------------------------
Robert L. Pierce, Q.C. Director U.S./Canadian Chairman and Chief Foothills Pipe Lines Ltd. Pipeline
Executive Officer c/o 33rd Floor, 707 - 8th transportation
of Foothills Pipe Avenue S.W.
Lines Ltd. Calgary, Alberta
T2P
- -----------------------------------------------------------------------------------------------------------------------------------
II-1
<PAGE>
- ----------------------------------------------------------------------------------------------------------------------------------
OFFICER/ PRINCIPAL BUSINESS OF
NAME DIRECTOR CITIZENSHIP OCCUPATION NAME AND ADDRESS OF EMPLOYER EMPLOYER
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Janice G. Rennie, F.C.A. Director Canadian President of Research Technology Technology
Research Technology Management Inc. consulting
Management Inc. 720 University Extension
Centre
8303 - 112 Street
Edmonton, Alberta
T6G 1K4
- -----------------------------------------------------------------------------------------------------------------------------------
Joseph D. Thompson Director Canadian Chairman of PCL PCL Construction Group Inc. General
Construction Group 5410 - 99th Street construction
Inc. Edmonton, Alberta contractors
T6E 3P4
- -----------------------------------------------------------------------------------------------------------------------------------
A. Terence Poole Officer Canadian Executive Vice NOVA Chemicals Corporation See Item 2
President, Finance 2300 - 645 7th Avenue S.W.
and Strategy of Calgary, Alberta
NOVA Chemicals T2P 4G8
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Daniel W. Boivin Officer Canadian Senior Vice NOVA Chemicals Corporation See Item 2
President and 2300 - 645 7th Avenue S.W.
President, Olefins/ Calgary, Alberta
Polyolefins of NOVA T2P 4G8
Chemicals
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Wes W. Lucas Officer U.S. Senior Vice NOVA Chemicals Inc. Manufacturing and
President and 400 Frankfort Road marketing of
President, Monaca, Pennsylvania commodity
Styrenics of NOVA 15061 chemicals
Chemicals
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Wayne E. Lunt Officer Canadian Senior Vice NOVA Chemicals Corporation See Item 2
President and Chief 2300 - 645 7th Avenue S.W.
Financial Officer Calgary, Alberta
of NOVA Chemicals T2P 4G8
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Lawrence A. MacDonald Officer Canadian Senior Vice NOVA Chemicals Corporation See Item 2
President, 2300 - 645 7th Avenue S.W.
Manufacturing East Calgary, Alberta
of NOVA Chemicals T2P 4G8
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Jack S. Mustoe Officer Canadian Senior Vice NOVA Chemicals Corporation See Item 2
President, Legal 2300 - 645 7th Avenue S.W.
and General Counsel Calgary, Alberta
of NOVA Chemicals T2P 4G8
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Sheila H. O'Brien Officer Canadian Senior Vice NOVA Chemicals Corporation See Item 2
President, Human 2300 - 645 7th Avenue S.W.
Resources, Public Calgary, Alberta
Affairs and T2P 4G8
Investor Relations
of NOVA Chemicals
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
Dale H. Spiess Officer U.S. Senior Vice NOVA Chemicals Inc. Manufacturing and
President, 200 Cliff Mine Road marketing of
Polyethylene Sales Pittsburgh, Pennsylvania commodity
and Marketing of 15275 chemicals
NOVA Chemicals
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
John L. Wheeler Officer U.S. Senior Vice NOVA Chemicals Corporation See Item 2
President and 2300 - 645 7th Avenue S.W.
Chief Information Calgary, Alberta
Officer of NOVA T2P 4G8
Chemicals
Corporation
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
15. Agreement and Plan of Merger, dated as of June 14, 1999, is by and
among Illinova Corporation, an Illinois corporation, Energy Convergence Holding
Company, an Illinois corporation, Dynegy Acquisition Corporation, a Delaware
corporation, Energy Convergence Acquisition Corporation, an Illinois
corporation, and Dynegy Inc., a Delaware corporation (incorporated by reference
to Exhibit 2.1 to the Issuer's Current Report on Form 8-K dated June 14, 1999).
16. Voting Agreement, dated as of June 14, 1999, by and between Illinova
Corporation, an Illinois corporation, and NOVA Gas Services (U.S.) Inc., a
Delaware corporation (incorporated by reference to Exhibit 10.4 to the Issuer's
Current Report on Form 8-K dated June 14, 1999).
17. Registration Rights Agreement, dated as of June 14, 1999, by and among
Energy Convergence Holding Company, an Illinois corporation, British Gas
Atlantic Holdings BV, a Netherlands corporation, and NOVA Gas Services (U.S.)
Inc., a Delaware corporation (incorporated by reference to Exhibit 10.7 to the
Issuer's Current Report on Form 8-K dated June 14, 1999).
18. Affiliate Agreement, dated as of June 14, 1999, by NOVA Gas Services
(U.S.) Inc., a Delaware corporation, to Energy Convergence Holding Company, an
Illinois corporation.
<PAGE>
Exhibit 18
June 14, 1999
Energy Convergence Holding Company
c/o Dynegy Inc.
1000 Louisiana Street, Suite 5800
Houston, Texas 77002
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of the date hereof among Illinova Corporation, an Illinois
corporation ("Illinova"), Energy Convergence Holding Company, an Illinois
corporation ("Newco"), Dynegy Acquisition Company, a Delaware corporation, and a
wholly owned subsidiary of Newco ("DAC"), Energy Convergence Acquisition
Company, an Illinois corporation, and a wholly owned subsidiary of Newco
("IAC"), and Dynegy Inc., a Delaware corporation ("Dynegy"), pursuant to which
DAC will be merged with and into Dynegy, and IAC will be merged with and into
Illinova.
Pursuant to the terms and conditions of the Merger Agreement, the
undersigned hereby agrees that it will make or cause to be made an election
pursuant to Section 4.1(d) of the Merger Agreement to receive Cash Election
Shares (as defined in the Merger Agreement) and that upon consummation of the
transactions contemplated thereby, each share of common stock, par value $.01
per share, of Dynegy owned by the undersigned as of the Effective Time (as
defined in the Merger Agreement) will be converted into and exchangeable for
cash and certain securities of Newco.
The undersigned understands that it may be deemed to be an "affiliate"
of Dynegy or Illinova for purposes of Rule 145 promulgated under the Securities
Act of 1933, as amended (the "Act"). The undersigned is delivering this letter
of undertaking and commitment pursuant to Section 8.17 of the Merger Agreement.
With respect to such securities of Newco as may be received by the
undersigned pursuant to the Merger Agreement (the "Shares"), the undersigned
represents to and agrees with Newco that:
A. The undersigned will not make any offer to sell or any sale or
other disposition of all or any part of the Shares in violation of the Act or
the rules and regulations thereunder, including Rule 145, and will hold all the
Shares subject to all applicable provisions of the Act and the rules and
regulations thereunder.
<PAGE>
Energy Convergence Holding Company
June 14, 1999
Page 2
B. The undersigned has been advised that the offering, sale and
delivery of the Shares to the undersigned pursuant to the Merger Agreement will
be registered under the Act on a Registration Statement on Form S-4. The
undersigned has also been advised, however, that, since the undersigned may be
deemed an "affiliate" of Dynegy or Illinova, any public reoffering or resale by
the undersigned of any of the Shares will, under current law, require either (i)
the further registration under the Act of the Shares to be sold, (ii) compliance
with Rule 145 promulgated under the Act (permitting limited sales under certain
circumstances) or (iii) the availability of another exemption from registration
under the Act.
C. The undersigned also understands that, if Newco should deem it
necessary to comply with the requirements of the Act, stop transfer instructions
will be given to its transfer agents with respect to the Shares and that there
will be placed on the certificates for the Shares, or any substitutions
therefor, a legend stating in substance:
"The securities represented by this certificate were issued in a
transaction under Rule 145 promulgated under the Securities Act of
1933, as amended (the "Act"), and may be sold, transferred or
otherwise disposed of only upon receipt by the Corporation of an
opinion of counsel acceptable to it that the securities are being sold
in compliance with the limitations of Rule 145 or that some other
exemption from registration under the Act is available, or pursuant to
a registration statement under the Act."
Execution of this letter shall not be considered an admission on the
part of the undersigned that the undersigned is an "affiliate" of Dynegy or
Illinova for purposes of Rule 145 under the Act or as a waiver of any rights the
undersigned may have to any claim that the undersigned is not such an affiliate
on or after the date of this letter.
Very truly yours,
/s/ Jack S. Mustoe
Jack S. Mustoe,
Senior Vice President, Legal
& General Counsel
