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): AUGUST 14, 2002 DYNEGY INC. (Exact Name of Registrant as Specified in its Charter) Illinois 1-15659 74-2928353 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 1000 Louisiana, Suite 5800 Houston, Texas 77002 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (713) 507-6400 Not Applicable (Former Name or Former Address, If Changed Since Last Report) 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 Statement Under Oath of Principal Executive Officer dated August 14, 2002, pursuant to SEC Order No. 4-460. 99.2 Statement Under Oath of Principal Financial Officer dated August 14, 2002, pursuant to SEC Order No. 4-460. 99.3 Certification of Chief Executive Officer dated August 14, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act. 99.4 Certification of Chief Financial Officer dated August 14, 2002, pursuant to Section 906 of the Sarbanes-Oxley Act. ITEM 9. REGULATION FD DISCLOSURE On August 14, 2002, pursuant to the Securities and Exchange Commission's Order No. 4-460, the Principal Executive Officer and Principal Financial Officer of Dynegy Inc. delivered sworn statements under clause (b) of Order No. 4-460 to the Secretary of the SEC. Copies of these sworn statements are attached hereto as exhibit 99.1 and 99.2. Additionally, on August 14, 2002, Dynegy's filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 was accompanied by certifications of its Chief Executive Officer and Chief Financial Officer, pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. Copies of these Section 906 certifications are attached hereto as exhibit 99.3 and 99.4. In accordance with General Instruction B.2. of Form 8-K, the information contained in such sworn statements and certifications shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall such sworn statements and certifications be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. SIGNATURE 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. BY: /s/ Keith R. Fullenweider ----------------------------------- Keith R. Fullenweider Senior Vice President, Deputy General Counsel and Secretary Dated: August 14, 2002