As filed with the Securities and Exchange Commission on March 13, 2000.
Registration No. 333-32036
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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DYNEGY INC.
(Exact name of Registrant as specified in its charter)
Illinois 74-2928353
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1000 Louisiana Street, Suite 5800 77002
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
Kenneth E. Randolph
1000 Louisiana Street, Suite 5800
Houston, Texas 77002
(713) 507-6400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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Copy to:
Julien R. Smythe
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1900 Pennzoil Place - South Tower
711 Louisiana
Houston, Texas 77002
(713) 220-5800
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Approximate date of commencement of proposed sale to the public:
From time to time or at one time after the effective date of this registration
statement as determined by the selling stockholder.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box. |X|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. |_|
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The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Optional Cash Purchases of More than $10,000
(A) (B) (C) (D)
Threshold Price
and Waiver Optional Cash
Discount, if any, Investments Must be Pricing Period Investment
Year will be set by received by Start Date Date
------- ----------------- -------------------- ---------------- ---------------
2002 ......... January 11 January 15 January 16 January 24
January 28 January 30 January 31 February 7
February 12 February 14 February 15 February 25
March 1 March 5 March 6 March 13
March 18 March 20 March 21 March 28
April 3 April 5 April 8 April 15
April 17 April 19 April 22 April 29
May 1 May 3 May 6 May 13
May 15 May 17 May 20 May 28
June 3 June 5 June 6 June 13
June 17 June 19 June 20 June 27
July 1 July 3 July 5 July 12
July 17 July 19 July 22 July 29
August 2 August 6 August 7 August 14
August 16 August 20 August 21 August 28
September 4 September 6 September 9 September 16
September 18 September 20 September 23 September 30
October 2 October 4 October 7 October 14
October 17 October 21 October 22 October 29
November 1 November 5 November 6 November 13
November 15 November 19 November 20 November 27
December 3 December 5 December 6 December 13
December 16 December 18 December 19 December 27
2003 ......... January 3 January 7 January 8 January 15
January 16 January 21 January 22 January 29
January 30 February 3 February 4 February 11
February 12 February 14 February 18 February 25
March 3 March 5 March 6 March 13
March 17 March 19 March 20 March 27
April 1 April 3 April 4 April 11
April 16 April 21 April 22 April 29
May 1 May 5 May 6 May 13
May 15 May 19 May 20 May 28
June 3 June 5 June 6 June 13
June 17 June 19 June 20 June 27
July 7 July 9 July 10 July 17
July 22 July 24 July 25 August 1
August 5 August 7 August 8 August 15
August 19 August 21 August 22 August 29
September 4 September 8 September 9 September 16
September 18 September 22 September 23 September 30
October 2 October 6 October 7 October 14
October 20 October 22 October 23 October 30
November 3 November 5 November 6 November 13
November 14 November 18 November 19 November 26
December 3 December 5 December 8 December 15
December 16 December 18 December 19 December 29
DIVIDEND PAYMENT DATES ARE AT THE DISCRETION OF DYNEGY. INVESTORS SHOULD
NOT RELY SOLELY ON THE ABOVE SCHEDULE AS PRICING PERIODS AND INVESTMENT DATES
MAY VARY. FOR MORE INFORMATION, PLEASE CONTACT THE ADMINISTRATOR AT (917)
320-6300
A. The Threshold Price and the Waiver Discount, if any, will be established
three business days prior to the first day of the Pricing Period.
B. Optional cash purchases made pursuant to a request for waiver are due by
the close of business on the last business day immediately preceding the
first day of the Pricing Period.
C. The Pricing Period will be the five consecutive Trading Days ending on the
Trading Day immediately preceding the Investment Date.
D. The Investment Date will be (i) in any month in which a dividend payment
occurs, such dividend payment date and the 15th day of the month or, if
either day is not a business day, the business day immediately following
that day; and (ii) in any month in which no dividend payment occurs, the
first and 15th day of the month or, if either day is not a business day,
the business day immediately following that day.