SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 16, 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, Amendment Number
Two, Amendment Number Three and Amendment Number Four, 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 16, 2010, Carl C. Icahn, a representative of the Reporting
Persons, issued a press release relating to the Issuer. A copy of the press
release is attached hereto as Exhibit I.
Item 7. Material to be Filed as Exhibits.
Exhibit I. Press Release dated November 16, 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 16, 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. 5 - Dynegy Inc.]
EXHIBIT I
---------
ICAHN REMAINS OPPOSED TO PROPOSED
BLACKSTONE ACQUISITION
OF
DYNEGY
At $5.00 per share
New York, New York
November 16, 2010
CARL ICAHN TODAY RELEASED THIS STATEMENT, INDICATING THAT HE WILL BE VOTING
AGAINST THE PROPOSED ACQUISITION OF DYNEGY BY BLACKSTONE FOR THE FOLLOWING
REASONS:
- I believe that, even at $5.00 per share, the proposed Blackstone
acquisition undervalues Dynegy. Today's $.50 per share increase,
coming only one day after Blackstone stated that the $4.50 price is "a
full and fair valuation" reassures my belief that the
Dynegy/Blackstone transaction leaves too much shareholder value on the
table for Blackstone. I have also considered that in a November 15,
2010 report JP Morgan stated that it is "introducing a December 2011
price target of $7, up from our prior December price target of $5.00."
- Under the merger agreement between Dynegy and Blackstone, Blackstone
was granted the right to match a superior offer, and to enter into an
exclusive arrangement with NRG, who before that time had been directly
negotiating a potential transaction with Dynegy. Blackstone was also
given expenses and breakup fees worth over 11% of the shareholder
consideration. In my opinion, all of these features of the proposed
Dynegy/Blackstone transactions acted to discourage other potential
bidders, reduce the value to be received by shareholders and
strengthen my resolve to vote "no". I believe that if the transaction
is voted down, then in a new, open process, many bids would emerge for
Dynegy assets, and I may myself be a bidder - - something I would not
have done in the restrictive context of the Dynegy/Blackstone
transaction, with its unprecedented breakup fee.
- I am not concerned about supposed "liquidity" issues at Dynegy and
continue to stand by my previously announced proposal to make
financing available to Dynegy.
For the above reasons, I plan to vote against this deal and go back to the
drawing board at Dynegy. I would then seek to press Dynegy to begin a new, open
process to sell its assets, free of the elements that, in my opinion, have led
to the undervalued proposal now before shareholders.
Contact: Susan Gordon
212-702-4309