<PAGE>
EXHIBIT 99.1
Form BCA-10.30 ARTICLES OF AMENDMENT File #
(Rev. Jan. 1999)
--------------------------------------------------------------------------------
Jesse White SUBMIT IN DUPLICATE
Secretary of State This space for use by
Department of Business Services Secretary of State
Springfield, IL 62756
Telephone (217) 782-1832
------------------------------------------
Remit payment in check or money Date
order, payable to "Secretary of State." Franchise Tax $
The filing fee for restated articles of Filing Fee $25.00
amendment - $100.00 Penalty $
http://www.sos.state.il.us Approved:
--------------------------------------------------------------------------------
1. CORPORATE NAME: Dynegy Inc.
------------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
January 12, 2001 in the manner indicated below. ("X" one box only)
[ ] By a majority of the incorporators, provided no directors were named in
the articles of incorporation and no directors have been elected;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.10, the corporation having issued no shares as of the time of
adoption of this amendment;
(Note 2)
[ ] By a majority of the board of directors, in accordance with Section
10.15, shares having been issued but shareholder action not being
required for the adoption of the amendment;
(Note 3)
[X] By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of incorporation
were voted in favor of the amendment;
(Note 4)
[ ] By the shareholders, in accordance with Section 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Notes 4 & 5)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment.
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the new corporate name
below. Use Page 2 for all other amendments.
Article I: The name of the corporation is:
--------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
<PAGE>
Text of Amendment
b. (If amendment affects the corporate purpose, the amended purpose is required
to be set forth in its entirety. If there is not sufficient space to do so, add
one or more sheets of this size.)
Paragraph 1 of Article Four is hereby amended to read in its entirety as
follows:
PAR VALUE NO SHARES
CLASS PER SERIES AUTHORIZED
----- ---------- ----------
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
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").
2
<PAGE>
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares or a reduction of the
number of authorized shares of any class below the number of issued shares of
that class, provided for or affected by this amendment, is as follows: (if
not applicable, insert "No change")
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital replaces
the terms Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows: (if not applicable, insert "No change")
(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated
Capital and Paid-in Surplus and is equal to the total of these accounts) as
changed by this amendment is as follows: (if not applicable, insert "No
change")
Before Amendment After Amendment
Paid-in Capital $ $
--------------- --------------
(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
Dated January 12, 2001 Dynegy Inc.
-------------------- --------- --------------------------------------
(Month & Day) (Year) (Exact Name of Corporation at date of
execution)
attested by /s/ Alisa B. Johnson by /s/ Lisa Q. Metts
------------------------- -----------------------------------
(Signature of Secretary (Signature of President or
or Assistant Secretary) Vice President)
Alisa B. Johnson Lisa Q. Metts
-------------------------- ----------------------------------
(Type or Print Name and (Type or Print Name and Title)
Title)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors as
may be designated by the board, must sign below, and type or print name and
title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated
--------------------, ----------
(Month & Day) (Year)
------------------------------------- ---------------------------------------
------------------------------------- ---------------------------------------
------------------------------------- ---------------------------------------
------------------------------------- ---------------------------------------
3
