<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-12
DYNEGY INC.
(Name of Registrant as Specified In Its Charter)
______________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
------------------------------
4) Proposed maximum aggregate value of transaction:
--------------------------
5) Total fee paid:
-----------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identity the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
--------------------------
3) Filing party:
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4) Date filed:
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<PAGE>
[DYNEGY INC.]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, JANUARY 12, 2001
To The Shareholders:
A special meeting of shareholders of Dynegy Inc., an Illinois corporation,
will be held at Dynegy's Headquarters, The Wells Fargo Bank Building, 1000
Louisiana, 71st Floor, Houston, Texas 77002, at 10:00 a.m., local time, on
Friday, January 12, 2001, to solicit your approval for an amendment to Dynegy's
Articles of Incorporation to increase the number of authorized shares of (i)
Class A common stock, no par value per share, from 300,000,000 to 900,000,000
and (ii) Class B common stock, no par value per share, from 120,000,000 to
360,000,000.
The close of business on November 20, 2000 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
special meeting or any adjournment(s) or postponement(s) thereof.
You are cordially invited to attend the special meeting. WHETHER OR NOT YOU
PLAN TO ATTEND THE SPECIAL MEETING, WE ASK THAT YOU SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. A SELF-ADDRESSED, POST-PAID ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. ALTERNATIVELY, YOU MAY VOTE YOUR SHARES VIA
TELEPHONE OR THE INTERNET AS DETAILED ON THE ENCLOSED PROXY.
By Order of the Board of Directors,
/s/ Kenneth E. Randolph
Kenneth E. Randolph
General Counsel and Secretary
November 28, 2000
<PAGE>
DYNEGY INC.
1000 Louisiana, Suite 5800
Houston, Texas 77002
(713) 507-6400
PROXY STATEMENT
----------------
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the Board of Directors
of Dynegy Inc. for use at the special meeting of shareholders to be held on
Friday, January 12, 2001 at 10:00 a.m., local time, at Dynegy's Headquarters,
The Wells Fargo Bank Building, 1000 Louisiana, 71st Floor, Houston, Texas
77002, or at any adjournment(s) or postponement(s) thereof, for the purpose of
amending Dynegy's Articles of Incorporation to increase the number of
authorized shares of Class A common stock and Class B common stock as further
described below. This Proxy Statement, the Notice of Special Meeting and the
accompanying proxy card will be first sent or given to Dynegy's shareholders on
or about November 30, 2000.
All share numbers presented in this Proxy Statement have been adjusted to
reflect the two-for-one stock split of Dynegy's common stock effected by means
of a stock dividend that was distributed on August 22, 2000.
Quorum and Vote Required
The presence of the votes of a majority of the shares of Dynegy's Class A
common stock, no par value per share, and Class B common stock, no par value
per share, counted together, represented in person or by proxy at the special
meeting and entitled to vote on the proposed amendment, will constitute a
quorum for consideration of the proposed amendment at the special meeting.
Abstentions and broker non-votes are counted in determining the number of
shares present at the special meeting. A "broker non-vote" occurs if a broker
or other nominee who holds shares in a "street" name for customers who are
beneficial owners of those shares does not have discretionary authority and has
not received instructions with respect to a particular item from the customer.
The affirmative vote of the holders of not less than two-thirds of (i) each of
the Class A common stock and the Class B common stock, voting as separate
classes, and (ii) the Class A common stock and the Class B common stock, voting
together as a single class, will be necessary to approve the proposed amendment
to Dynegy's Articles of Incorporation. Shares not represented at the special
meeting, shares represented at the special meeting that abstain from voting and
broker non-votes will have the effect of votes against the proposed amendment.
No Appraisal Rights
Under applicable Illinois law, none of the holders of Class A common stock
or Class B common stock have appraisal rights in connection with the proposal
to be acted upon at the special meeting.
Record Date and Outstanding Shares
The Board of Directors has fixed the close of business on November 20, 2000
as the record date for determining holders of outstanding shares of Class A
common stock and Class B common stock entitled to notice of and to vote at the
special meeting or any adjournment(s) or postponement(s) thereof. As of the
record date, there were outstanding 237,831,648 shares of Class A common stock
and 85,330,544 shares of Class B common stock. Under Dynegy's Articles of
Incorporation, the holders of Class A common stock and Class B common stock are
entitled to one vote for each share held. Class A common stock and Class B
common stock are the only classes of outstanding securities of Dynegy entitled
to notice of and to vote at the special meeting. A complete list of the
shareholders entitled to vote at the special meeting will be subject to
inspection by any
<PAGE>
shareholder at Dynegy's principal executive office, during usual business
hours, for a period of ten days prior to the special meeting.
Solicitation of Proxies
The cost of soliciting proxies will be borne by Dynegy. Proxies may be
solicited by mail, telecopy, telegraph or telex, or by directors, officers or
regular employees of Dynegy, in person or by telephone. Such persons will not
receive any additional compensation for any such solicitation activities.
Dynegy has retained ChaseMellon Shareholder Services, L.L.C. to assist in the
solicitation of proxies for a fee of $8,500. Dynegy will reimburse brokerage
houses and other custodians, nominees and fiduciaries for their reasonable out-
of-pocket expenses for forwarding solicitation material to the beneficial
owners of common stock.
Questions concerning the proposal to be acted upon at the special meeting
should be directed to Dynegy's Secretary at (713) 507-6400. Additional copies
of this Proxy Statement or the proxy card may be obtained from Dynegy's
Secretary at Dynegy's principal executive office. The mailing address of
Dynegy's principal executive office is 1000 Louisiana, Suite 5800, Houston,
Texas 77002.
Revocation of Proxies
Your proxy may be revoked at any time prior to the voting of the proxy by
(i) timely delivery of a revised proxy (including an Internet or telephone
vote), (ii) written notice to the Secretary of Dynegy, or (iii) voting in
person at the special meeting. In the absence of such revocation, shares
represented by proxies will be voted at the special meeting.
Voting by Telephone or Internet
Shareholders of record can simplify their voting and reduce Dynegy's cost by
voting their shares via telephone or the Internet. The telephone and Internet
voting procedures are designed to authenticate shareholders' identities, allow
shareholders to vote their shares and to confirm that their instructions have
been properly recorded. If a shareholder's shares are held in the name of a
bank or broker, the availability of telephone and Internet voting will depend
upon the voting processes of the bank or broker. Accordingly, shareholders
should follow the voting instructions on the form they receive from their bank
or broker.
Shareholders who elect to vote via the Internet may incur telecommunication
and Internet access charges and other costs for which they are solely
responsible. The Internet and telephone voting facilities for shareholders of
record will close at 4:00 p.m., eastern standard time, on the evening before
the special meeting.
Voting by Mail
Shareholders who elect to vote by mail are asked to date, sign and return
the enclosed proxy card using the postage paid envelope provided. The persons
named as proxies on the proxy card were designated by the Board of Directors.
Any proxy given pursuant to such solicitation and received prior to the special
meeting will be voted as specified in such proxy. Unless otherwise instructed
or unless authority to vote is withheld, proxies will be voted FOR the proposed
amendment to Dynegy's Articles of Incorporation.
2
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of November 20, 2000 except as otherwise
noted, certain information regarding beneficial ownership of the capital stock
of Dynegy by:
. each person who is known by Dynegy to own beneficially more than 5% of
Dynegy's capital stock,
. each director of Dynegy,
. Dynegy's chief executive officer and certain other of its most highly
compensated executive officers, and
. all directors and executive officers of Dynegy as a group.
Share amounts and percentages shown for each individual or group in the
table have been adjusted to give effect to the exercise of all options and
warrants exercisable by such individual or group within 60 days of November 20,
2000.
<TABLE>
<CAPTION>
Number of Shares(1)
--------------------- Percent of
Class A Class B Class A
Common Common Common
Stock Stock Stock(2)
---------- ---------- ----------
<S> <C> <C> <C>
Chevron Corporation(3)........................ -- 85,330,544 26.4(3)
Chevron USA Inc.
575 Market Street
San Francisco, CA 94104
Fidelity Management & Research Company(4)..... 18,052,900 -- 7.6
82 Devonshire
Boston, MA 02109
C.L. Watson(5)................................ 12,524,804 -- 5.3
Stephen W. Bergstrom(6)....................... 2,892,229 -- 1.2
Matthew K. Schatzman(7)....................... 598,415 -- *
Kenneth E. Randolph(8)........................ 1,854,717 -- *
Charles E. Bayless(9)......................... 442,300 -- *
Daniel D. Dienstbier.......................... 19,052 -- *
Patricia M. Eckert(10)........................ 100 -- --
Jerry L. Johnson.............................. -- -- --
C. Steven McMillan(11)........................ 5,200 -- *
Robert M. Powers(11).......................... 19,700 -- *
Sheli Z. Rosenberg(11)........................ 2,000 -- *
Joe J. Stewart(11)............................ 5,000 -- *
J. Otis Winters............................... 23,192 -- *
Darald W. Callahan............................ -- -- --
George L. Kirkland............................ -- -- --
Richard H. Matzke............................. -- -- --
Executive Officers and Directors of Dynegy as
a Group
(16 persons)(5)(6)(7)(8)(9)(10)(11).......... 18,386,709 -- 7.7
</TABLE>
--------
* Less than 1%.
(1) Unless otherwise noted, each of the persons has sole voting and investment
power with respect to the shares reported.
3
<PAGE>
(2) Based upon 237,831,648 shares of Class A common stock and 85,330,544
shares of Class B common stock outstanding at November 20, 2000.
(3) The shares are held of record by Chevron USA Inc. Chevron Corporation
beneficially owns 100% of the capital stock of Chevron USA. Consequently,
Chevron Corporation may be deemed to beneficially own all of the shares of
Class B common stock owned of record by Chevron USA. Percent of Class A
common stock beneficially owned assumes conversion of Class B common stock
for purposes of computing Chevron's beneficial ownership only.
(4) According to its Form 13G for the year ended December 31, 1999. Advisor
subsidiaries of Fidelity Management & Research Company have sole voting
power for 1,541,180 shares and sole power to dispose or direct the
disposition of 18,052,900 shares.
(5) Includes 8,699,816 shares held of record by one or more partnerships, of
which Mr. Watson and his wife are the sole shareholders of the corporate
general partner and of which Mr. Watson (individually), his wife and
certain trusts (the "Trusts"), of which Mr. Watson or his wife are the
sole trustees, and a corporation, of which Mr. Watson and the Trusts are
the sole shareholders, are the sole limited partners (the "Family Limited
Partnership"). Mr. Watson may be deemed to beneficially own all of the
shares of Class A common stock held by the Family Limited Partnership. Mr.
Watson may be deemed to beneficially own all of the shares of Class A
common stock held by such trusts. The number of shares also includes
3,824,988 shares of Class A common stock issuable upon the exercise of
employee stock options held by Mr. Watson that are exercisable within 60
days of November 20, 2000. The number of shares does not include
approximately 6,524 shares of Class A common stock held by the Trustee of
the Dynegy Inc. Profit Sharing/401(k) Savings Plan (the "401(k) Plan") as
of November 20, 2000 for the account of Mr. Watson. Participants in the
401(k) Plan have no voting or investment power with respect to such shares
until their distribution to such participants upon termination of their
employment. In addition, Mr. Watson may elect to take cash in lieu of
shares of Class A common stock held in his 401(k) Plan account upon
termination of his employment.
(6) Includes 601,174 shares of Class A common stock that are owned by trusts
established by Mr. Bergstrom. Mr. Bergstrom's father is the sole trustee
of such trusts. Mr. Bergstrom disclaims beneficial ownership of all of the
shares of Class A common stock held by such trusts. Also includes 824,691
shares of Class A common stock issuable upon the exercise of employee
stock options held by Mr. Bergstrom that are exercisable within 60 days of
November 20, 2000. The number of shares does not include approximately
5,892 shares of Class A common stock held by the Trustee of Dynegy's
401(k) Plan as of November 20, 2000 for the account of Mr. Bergstrom.
Participants in the 401(k) Plan have no voting or investment power with
respect to such shares until their distribution to such participants upon
termination of their employment. In addition, Mr. Bergstrom may elect to
take cash in lieu of shares of Class A common stock held in his 401(k)
Plan account upon termination of his employment.
(7) Includes 440,859 shares of Class A common stock issuable upon the exercise
of employee stock options held by Mr. Schatzman that are exercisable
within 60 days of November 20, 2000. The number of shares does not include
approximately 5,966 shares of Class A common stock held by the Trustee of
Dynegy's 401(k) Plan as of November 20, 2000 for the account of Mr.
Schatzman. Participants in the 401(k) Plan have no voting or investment
power with respect to such shares until their distribution to such
participants upon termination of their employment. In addition, Mr.
Schatzman may elect to take cash in lieu of shares of Class A common stock
held in his 401(k) Plan account upon termination of his employment
(8) Includes 257,745 shares of Class A common stock issuable upon the exercise
of employee stock options held by Mr. Randolph that are exercisable within
60 days of November 20, 2000. The number of shares does not include
approximately 5,983 shares of Class A common stock held by the Trustee of
Dynegy's 401(k) Plan as of November 20, 2000 for the account of Mr.
Randolph. Participants in the 401(k) Plan have no voting or investment
power with respect to such shares until their distribution to such
participants upon termination of their employment. In addition, Mr.
Randolph may elect to take cash in lieu of shares of Class A common stock
held in his 401(k) Plan account upon termination of his employment.
(9) Includes 429,400 shares of Class A common stock issuable upon the exercise
of employee stock options held by Mr. Bayless that are exercisable within
60 days of November 20, 2000. The number of shares does not include shares
of common stock held by the Trustee of Illinova Corporation's 401(k) Plan
for the account of Mr. Bayless. Participants in the Illinova 401(k) Plan
have no voting or investment power with respect to such shares until their
distribution to such participants upon termination of their employment. In
addition, Mr. Bayless may elect to take cash in lieu of shares of Class A
common stock held in his 401(k) Plan account upon termination of his
employment.
(10) Shares are held of record by Ms. Eckert's defined benefit plan.
(11) Does not include approximately 2,070 stock units held by Mr. McMillan,
10,708 stock units held by Mr. Powers, 9,210 stock units held by Ms.
Rosenberg or 3,522 stock units held by Mr. Stewart, respectively, through
the Dynegy Deferred Compensation Plan for Certain Directors. Participants
in the Director Deferred Compensation Plan receive cash equal to the
number of stock units in their account times the last sales price of the
Class A common stock on the last business day of the month preceding the
termination of their service as a Director of Dynegy.
4
<PAGE>
PROPOSAL 1
APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK
After effecting a two-for-one stock split by means of a stock dividend
completed on August 22, 2000 and issuing 10,000,000 shares of Class A common
stock on October 6, 2000 to satisfy the demand caused by Dynegy's inclusion in
the S&P 500, Dynegy has what the Board of Directors considers to be an
insufficient number of authorized but unissued shares of common stock available
for future issuance. Consequently, the Board of Directors has determined that
it is in the best interests of Dynegy and its shareholders to amend Dynegy's
Articles of Incorporation to increase the number of authorized shares of (i)
Class A common stock from 300,000,000 to 900,000,000 and (ii) Class B common
stock from 120,000,000 to 360,000,000. The Board of Directors has unanimously
approved the proposed amendment to Dynegy's Articles of Incorporation, in the
form attached to this Proxy Statement as Exhibit A, and hereby solicits the
approval of Dynegy's shareholders of the proposed amendment. If the
shareholders approve the proposed amendment, the Board of Directors intends to
effect the filing of Articles of Amendment reflecting the amendment with the
Secretary of State of the State of Illinois as soon as practicable following
the special meeting. If the proposed amendment is not approved by the
shareholders, Dynegy's Articles of Incorporation will continue in effect
without the proposed amendment.
The Board of Directors believes that it is in the best interests of Dynegy
and its shareholders to increase the number of authorized but unissued shares
of Class A common stock and Class B common stock in order to have additional
shares available to meet Dynegy's future business needs as they arise. As of
November 20, 2000, 237,831,648 shares of Class A common stock and 85,330,544
shares of Class B common stock were issued and outstanding. In addition, Dynegy
has reserved up to approximately 56,300,000 shares of Class A common stock for
issuance pursuant to Dynegy's equity compensation plans and the Class B common
stock conversion right. Dynegy's Articles of Incorporation also authorize the
issuance of 70,000,000 shares of preferred stock in such series as may be
designated by the Board of Directors, none of which were outstanding as of the
date of this Proxy Statement.
Among other things, if approved, the proposed increase will make shares of
common stock available for future activities that are consistent with Dynegy's
business strategy, including, without limitation, the following:
. the effectuation of stock splits, dividends or distributions,
. the completion of equity financings,
. the establishment of strategic relationships with corporate partners,
. the acquisition of or investment in complementary businesses or products,
. the continued provision of equity incentives to employees, officers and
directors under Dynegy's equity compensation plans, and
. the conversion of Dynegy's convertible securities.
Dynegy currently has no immediate plans to issue any of the additional
authorized shares of common stock. However, depending upon its need for
additional equity and its view of the capital markets, Dynegy may issue some
portion of the additional authorized shares of common stock. Furthermore, in
accordance with its business strategy, Dynegy may make future acquisitions and
may use its common stock as currency in such acquisitions if appropriate
opportunities arise.
Possible Effects of the Proposed Increase in Authorized Common Stock
If the shareholders approve the proposed increase in authorized common
stock, the Board of Directors may cause the issuance of the additional shares
of common stock without further vote of Dynegy shareholders, except as provided
under Illinois law, the rules of any national securities exchange on which the
shares of Class
5
<PAGE>
A common stock or Class B common stock may at such time be listed or any other
applicable laws, rules or regulations. The additional shares of Class A common
stock and Class B common stock for which authorization is sought would be
identical to the shares of Class A common stock and Class B common stock now
authorized. Holders of Class A common stock do not have preemptive or similar
rights, which means that current holders of Class A common stock do not have a
prior right to purchase any new issue of Class A common stock to maintain their
respective percentage ownership thereof. The issuance of additional shares of
Class A common stock would decrease the proportionate ownership interest of the
current holders of Class A common stock and, depending upon the price paid for
such additional shares, could result in dilution to such shareholders. Chevron
USA, which holds the Class B common stock, does have preemptive rights pursuant
to a shareholder agreement with Dynegy granting it the right to subscribe for
additional equity securities that may be issued by Dynegy, but only to the
extent necessary to maintain its current percentage ownership interest in
Dynegy.
The additional shares of Class A common stock and Class B common stock for
which authorization is sought would be available for issuance by Dynegy by
action of the Board of Directors and could be used for purposes that might be
deemed to be in defense of a potential takeover threat. Such shares could be
sold to purchasers who might side with the Board of Directors in opposing a
takeover bid that the Board of Directors determines not to be in the best
interests of Dynegy and its shareholders. The issuance of new shares could
discourage persons seeking to gain control of Dynegy in other ways as well. If
a person or entity sought to take over Dynegy by acquiring a substantial number
of shares of Dynegy's common stock, which acquisition was undertaken with a
view to effecting a merger, sale of all or any part of Dynegy's assets or a
similar transaction, the issuance of new shares could be used to dilute the
stock ownership of such person or entity. Such an issuance could be effected
even if the proposed acquisition was at a substantial market premium and
favored by a majority of independent shareholders.
Although Dynegy has no current plans to issue any of the additional
authorized shares of common stock for such purposes, if the proposed amendment
is approved by the shareholders, more Dynegy common stock will be available for
such purposes than is currently available. However, the proposed amendment is
not part of a plan by management to adopt a series of anti-takeover measures
and management does not presently intend to propose any such measures in future
proxy solicitations.
Recommendation of the Board of Directors
The affirmative vote of the holders of two-thirds of (i) each of the Class A
common stock and the Class B common stock, voting as separate classes, and (ii)
the Class A common stock and the Class B common stock, voting together as a
single class, is required to approve the proposed amendment to increase the
number of authorized shares of common stock. The Board of Directors believes
that the proposed amendment to increase the number of authorized shares is in
the best interests of Dynegy and its shareholders and recommends that
shareholders vote FOR the proposed amendment.
6
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit a proposal for inclusion in the proxy
material for presentation at Dynegy's 2001 annual meeting of shareholders must
forward such proposal to the Secretary of Dynegy at the address indicated on
the first page of this Proxy Statement so that the Secretary receives it no
later than December 21, 2000. Any such proposal also must comply with SEC
regulations regarding the inclusion of shareholder proposals in company-
sponsored proxy materials.
By Order of the Board of Directors,
/s/ Kenneth E. Randolph
Kenneth E. Randolph
General Counsel and Secretary
November 28, 2000
7
<PAGE>
EXHIBIT A
PROPOSED AMENDMENT TO ARTICLES
OF INCORPORATION OF
DYNEGY INC.
Paragraph 1 of Article Four of Dynegy's Articles of Incorporation is amended
to read in its entirety as follows:
<TABLE>
<CAPTION>
Par Value No. Shares
Class Per Share Authorized
----- ------------ -----------
<S> <C> <C>
Class A Common No Par Value 900,000,000
Class B Common No Par Value 360,000,000
Preferred No Par Value 70,000,000
</TABLE>
Paragraph 2(c)(1) of Article Four of Dynegy's Articles of Incorporation is
amended to read in its entirety as follows:
(1) The total number of shares of common stock that the corporation
shall have authority to issue is 1,260,000,000 of which (i) 900,000,000
shares shall be shares of Class A Common Stock, no par value per share (the
"Class A Common Stock"), and (ii) 360,000,000 shares shall be shares of
Class B Common Stock, no par value per share (the "Class B Common Stock"
and together with the Class A Common Stock, the "Common Stock").
A-1
<PAGE>
<TABLE>
<S> <C>
Please mark your
vote as indicated [X]
in this example
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL 1.
1. Approval of Dynegy's proposed amendment to its CHECK IF YOU PLAN TO ATTEND THE SPECIAL MEETING [ ]
Articles of Incorporation increasing the number
of authorized shares of Class A common stock from Please sign exactly as name appears hereon. When shares are held by joint
300,000,000 to 900,000,000 and Class B common tenants, both should sign. When signing as attorney, trustee or guardian,
stock from 120,000,000 to 360,000,000: please give full title as such. If a corporation, please sign full
corporate name by president or other authorized officer. If a partnership,
FOR AGAINST ABSTAIN please sign in partnership name by authorized person.
[ ] [ ] [ ]
Dated:
-------------------------------------------------------------
-------------------------------------------------------------
(SIGNATURE OF SHAREHOLDER)
-------------------------------------------------------------
(SIGNATURE OF SHAREHOLDER)
FOLD AND DETACH HERE
VOTE BY TELEPHONE OR INTERNET
QUICK . . EASY . . IMMEDIATE
Dynegy Inc. encourages you to take advantage of convenient ways by which you can vote your shares on the proposal to be considered
at the Special Meeting of Shareholders. Please take the opportunity to use one of the three voting methods outlined to cast your
ballot.
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch tone telephone 24 hours a day-7 days a week
There is NO CHARGE to you for this call. - Have your proxy card in hand.
You will be asked to enter a Control Number, which is located in the box in the lower right hand corner of this form
OPTION 1: To vote as the Board of Directors recommends on THE proposal, press 1
When asked, please confirm by Pressing 1.
OPTION 2: If you choose to vote on the proposal separately, press 0. You will hear these instructions:
Proposal 1 - To vote FOR, press 1; AGAINST, press 9; ABSTAIN, press 0.
When asked, please confirm by Pressing 1.
or
2. VOTE BY INTERNET: Follow the instructions at our Website Address: HTTP://WWW.EPROXY.COM/DYN
or
3. VOTE BY PROXY: Mark, sign and date your proxy card and return promptly in the enclosed envelope.
NOTE: If you vote by internet or telephone, THERE IS NO NEED TO MAIL BACK your Proxy Card.
THANK YOU FOR VOTING.
-----------------------------------------------------------------------------------------------------------------------------------
REVOCABLE PROXY
DYNEGY INC.
1000 LOUISIANA, SUITE 5800
HOUSTON, TX 77002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DYNEGY INC.
The undersigned hereby appoints C.L. Watson, Kenneth E. Randolph and Robert D. Doty, Jr., and each of them, as proxies, each
with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse
side, all of the shares of Class A common stock and Class B common stock of Dynegy Inc. held of record by the undersigned on
November 20, 2000 at the special meeting of shareholders to be held at Dynegy's Headquarters, The Wells Fargo Bank Building, 1000
Louisiana, 71st Floor, Houston, Texas 77002, at 10:00 a.m., local time, on Friday, January 12, 2001, or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. HOWEVER, IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSED AMENDMENT TO DYNEGY'S ARTICLES OF INCORPORATION INCREASING THE NUMBER OF
AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 300,000,000 TO 900,000,000 AND CLASS B COMMON STOCK FROM 120,000,000 TO 360,000,000.
FOLD AND DETACH HERE
</TABLE>
