SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Dynegy, Inc.
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(Name of Issuer)
Series A Preferred Stock, no par value
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(Title of Class of Securities)
236816Q309
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(Cusip Number)
Shearman & Sterling, 599 Lexington Avenue, New York, NY 10022
Attention: Alfred J. Ross, Jr., Esq.
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 1, 2000
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Check the following box if a fee is being paid with the statement |_|. (A fee is
not required only if the reporting person (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1 and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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 (the "Act") 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).
THIS SCHEDULE 13D CONSISTS OF __ SEQUENTIALLY NUMBERED PAGES
THE EXHIBIT INDEX IS LOCATED ON PAGE __
<PAGE>
SCHEDULE 13D
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CUSIP No. 26816Q309 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
British Gas Global Holdings BV
I.R.S. No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,937,589
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,937,589
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,937,589
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.69%
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14 TYPE OF REPORTING PERSON*
CO
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* See Item 4.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP No. 26816Q309 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BG Group plc.
I.R.S. No.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
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NUMBER OF 7 SOLE VOTING POWER
SHARES 3,937,589
BENEFICIALLY -------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,937,589
REPORTING -------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,937,589
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,937,589
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |_|
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.69%
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14 TYPE OF REPORTING PERSON*
CO
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* See Item 4.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
With respect to each contract, agreement or other document
referred to herein and filed with the Securities and Exchange Commission as an
exhibit to this report, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01
per share (the "Common Stock"), of Dynegy, Inc. (formerly NGC Corporation, a
Delaware corporation and Dynegy, Inc., a Delaware corporation), an Illinois
corporation (the "Issuer"), whose principal executive offices are located at
1000 Louisiana Street, Houston, Texas 77002.
Item 4. Purpose of Transaction.
Item 4 shall be deleted in its entirety and replaced with the following:
Pursuant to an Agreement and Plan of Merger dated as of June
14, 1999 (the "Merger Agreement"), the Issuer and Illinova Corporation, an
Illinois corporation ("Illinova"), have concluded a transaction in which the
Reporting Person's interest in the Issuer has been reduced. The Reporting Person
divested all of the shares of Common Stock of the Issuer that it owned pursuant
to a Stock Purchase Agreement in exchange for consideration equivalent to what
it would have received had it elected to receive all cash under the Merger
Agreement. The Reporting Person received consideration of $541,802,834.53 in
cash and 3,348,888 shares of Series A convertible Preferred Stock of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 shall be deleted in its entirety and replaced with the following:
The Reporting Person is a party to the Registration Rights
Agreement, which is attached as an exhibit hereto and which is incorporated by
reference in its entirety herein.
<PAGE>
At present, there are no other contracts, arrangements,
understandings, or relationships with respect to securities of the Issuer
involving the Reporting Person or BG with the exception of the agreements
contained in Exhibits 1 through 3.
Item 7. Materials to be Filed as Exhibits.
1. Agreement of Joint Filing.
2. Stock Purchase Agreement dated as of June 14, 1999 between
British Gas Atlantic Holdings BV and Energy Convergence
Holding Company.*
3. Form of Resolution adopting Series A Convertible Preferred
Stock.*
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*previously filed.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Date: February 7, 2000 BRITISH GAS GLOBAL HOLDINGS BV
By: /s/ Cynthia Masters
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Title: Attorney-in-Fact
BG PLC
By: /s/ Cynthia Masters
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Title: Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
1. Agreement of Joint Filing.
2. Stock Purchase Agreement dated as of June 14, 1999 between
British Gas Atlantic Holdings BV and Energy Convergence
Holding Company.*
3. Form of Resolution adopting Series A Convertible Preferred
Stock.*
_________________________
*previously filed.
<PAGE>
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Reg. ss. 240.13d-1(F)(I)(iii) adopted under the
Securities and Exchange Act of 1934, the undersigned, BG Group plc and British
Gas Global Holdings BV Inc. hereby agree to file with the Securities and
Exchange Commission the joint Schedule 13D/A (Amendment No. 4) to which this
exhibit is attached, and that such joint Schedule 13D/A, as so filed, is filed
on behalf of each of them.
This Agreement of Joint Filing may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall continue a single instrument.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement of Joint Filing as of the date set forth below.
Date: February 7, 2000 BRITISH GAS GLOBAL HOLDINGS BV
By: /s/ Cynthia Masters
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Title: Attorney-in-Fact
BG GROUP PLC
By: /s/ Cynthia Masters
------------------------------------
Title: Attorney-in-Fact
