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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K
[_] Form 10-Q [_] Form N-SAR
For Period Ended: For fiscal year ended December 31, 2002
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instructions Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Dynegy Inc.
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Full Name of Registrant
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Former Name if Applicable
1000 Louisiana, Suite 5800
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Address of Principal Executive Office (Street and Number)
Houston, Texas 77002
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
Dynegy Inc. ("Dynegy") is filing this Form 12b-25 respecting its annual report
on Form 10-K for the fiscal year ended December 31, 2002 because it needs
additional time to complete its financial statements and the audit of such
statements. Further, Dynegy is continuing its efforts to refinance its current
bank facilities. The financial statements to be included in its Form 10-K are
being prepared on a going concern basis, which assumes the satisfactory
completion of these efforts. Dynegy could not eliminate its inability to timely
file its Form 10-K as a result of the inability to complete these financial
statements and the audit of such statements without unreasonable effort or
expense. Dynegy expects to file its annual report for the fiscal year ended
December 31, 2002 on or before April 15, 2003.
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PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Keith R. Fullenweider (713) 507-6400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [_] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Dynegy Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 2003 By /s/ Keith R. Fullenweider
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Keith R. Fullenweider
Senior Vice President and
Deputy General Counsel
INSTRUCTION: The form may be signed by an executive officer of the registrant
of by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
((S)232.13(b) of this Chapter).
Last update: 10/8/2002
ATTACHMENT
The registrant anticipates that a significant change in its results of
operations from the last fiscal year will be reflected by the earnings
statements to be included in its 2002 Form 10-K. Specifically, the registrant
expects to report a net loss of approximately $2.8 billion for 2002, compared to
net income of more than $420 million previously reported for 2001. The 2002 net
loss was impacted by a number of previously announced significant charges,
including impairments of goodwill and other assets and investments and a loss
associated with discontinued operations.