UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (Date of earliest event reported): MAY 8, 2002 DYNEGY INC. (Exact name of registrant as specified in its charter) ILLINOIS 1-15659 74-2928353 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1000 LOUISIANA, SUITE 5800, HOUSTON, TEXAS 77002 ------------------------------------------------ (Address of Principal Executive Offices, including Zip Code) Registrant's telephone number, including area code: (713) 507-6400 ITEM 5. OTHER EVENTS. On May 8, 2002, Dynegy Inc. issued a press release announcing the Securities and Exchange Commission's intention to request a formal order of investigation in connection with the natural gas transaction referred to as "Project Alpha." A copy of Dynegy's May 8, 2002 press release relating to the investigation is attached hereto as exhibit 99.1 and is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired - Not applicable. (b) Pro Forma Financial Information - Not applicable. (c) Exhibits: 99.1 Press release of Dynegy Inc. dated May 8, 2002. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DYNEGY INC. /s/ Keith R. Fullenweider ---------------------------- Keith R. Fullenweider Senior Vice President and Deputy General Counsel Dated: May 9, 2002 3