-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QlpWCehC+kU+FdPMiUGqXDiIboccWwoIvRXcWDfTY7jo+tbNdDsk9UMgqEKhUfF5 QC960LPwixi9w2AabPPCiQ== 0000928475-10-000073.txt : 20101112 0000928475-10-000073.hdr.sgml : 20101111 20101112172610 ACCESSION NUMBER: 0000928475-10-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNEGY INC. CENTRAL INDEX KEY: 0001379895 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 205653152 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83671 FILM NUMBER: 101188027 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 507-6400 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 5800 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Dynegy Inc.. DATE OF NAME CHANGE: 20070404 FORMER COMPANY: FORMER CONFORMED NAME: Dynegy Acquisition, Inc.. DATE OF NAME CHANGE: 20070403 FORMER COMPANY: FORMER CONFORMED NAME: Dynegy Acquisition, Inc. DATE OF NAME CHANGE: 20061102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 dynsch13damd2111210.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Dynegy Inc. (Name of Issuer) Common Stock, Par Value $0.01 (Title of Class of Securities) 26817G300 (CUSIP Number) Keith L. Schaitkin Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 2010 (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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 ("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). SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on October 8, 2010 by the Reporting Persons (the "Schedule 13D") with respect to the shares of Common Stock, par value $0.01 (the "Shares"), issued by Dynegy Inc. (the "Issuer") and as amended by Amendment Number One, is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is amended by adding the following: On November 12, 2010, Carl Icahn, a representative of the Reporting Persons, delivered a letter to the Issuer. A copy of the letter is attached hereto as Exhibit 1. Item 7. Material to be Filed as Exhibits 1. Letter From Carl C. Icahn to Dynegy Inc, dated November 12, 2010. SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 12, 2010 ICAHN PARTNERS MASTER FUND LP ICAHN PARTNERS MASTER FUND II LP ICAHN PARTNERS MASTER FUND III LP ICAHN OFFSHORE LP ICAHN PARTNERS LP ICAHN ONSHORE LP BECKTON CORP. HOPPER INVESTMENTS LLC BARBERRY CORP. HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: IPH GP LLC, its general partner By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner IPH GP LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES G.P. INC. By: /s/ Daniel Ninivaggi --------------------- Name: Daniel Ninivaggi Title: President /s/ Carl C. Icahn - -------------------- CARL C. ICAHN [Signature Page of Schedule 13D Amendment No. 2 - Dynegy Inc.] EXHIBIT 1 --------- Carl Icahn 767 Fifth Avenue New York, NY 10153 November 12, 2010 Bruce A. Williamson Chairman, President and CEO Dynegy Inc. 1000 Louisiana Street Houston, Texas 77002 Dear Bruce: It was a pleasure speaking with you today regarding a potential credit facility to be provided to Dynegy by my affiliated companies. During our conversation you asked me why I was willing to provide such a facility, given that my companies are not banks that typically provide such financing. As you know, we are very significant Dynegy stockholders. Your proxy materials suggest certain short term risks concerning liquidity and potential credit facility defaults, if the proposed Dynegy/Blackstone transaction is not approved by stockholders. We are skeptical that those risks exist, but more importantly we do not want to see shareholders railroaded into a financially ill-conceived transaction because of what we consider to be unfounded fears. To put the concerns raised by management to rest once and for all, we would be willing to provide a credit facility (the "Icahn Credit Facility") on the same terms as the existing Dynegy credit facility. However, we would change covenants as provided below so that there can be absolutely no question concerning short term liquidity that might cause certain shareholders to worry and vote for the proposed Blackstone transaction: 1. Asset Sales: The Icahn Credit Facility will permit the sale by Dynegy of up to $1.5 billion dollars of assets without any prepayment requirement. 2. Interest Rate: The interest rate on the Icahn Credit Facility will be 5 basis points less than the interest rate on the existing Dynegy credit facility. 3. Elimination of Maintenance Covenants: The Icahn Credit Facility will eliminate all financial maintenance covenants. 4. Fees: The Icahn Credit Facility will include a commitment of 1 percent and a funding fee of 1 percent (together, the "Fees"), plus expenses. However, the Icahn companies are willing to waive those Fees if Dynegy engages in a prompt, even handed, open marketing process for the entire company, immediately after the proposed Dynegy/Blackstone transaction is voted down. While we have not determined to do so, we reserve the right to be a bidder in this process. There would be no requirement on the part of the Dynegy Board to accept any bid that may materialize. We are prepared to begin documentation on the above with Dynegy immediately. In addition, as we discussed today, we would also be willing to enter into immediate discussions with Dynegy for a long-term credit facility. We look forward to your prompt response to this letter. Very truly yours, /s/ Carl C. Icahn ----------------- Carl C. Icahn -----END PRIVACY-ENHANCED MESSAGE-----