formdefa14a.htm


SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934


Filed by the Registrant T
Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨
Preliminary Proxy Statement

¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o
Definitive Proxy Statement

x
Definitive Additional Materials

¨
Soliciting Material Pursuant to Rule 14a-12

Dynegy Inc.

(Name of Registrant as Specified In Its Charter)




(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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T
No fee required.

 
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
(1)
Title of each class of securities to which transaction applies:
 

 
(2)
Aggregate number of securities to which transaction applies:
 

 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 

 
(4)
Proposed maximum aggregate value of transaction:
 

 
(5)
Total fee paid:
 

 
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Fee paid previously with preliminary materials.

 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
(1)
Amount Previously Paid:
 

 
(2)
Form, Schedule or Registration Statement No.:
 

 
(3)
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(4)
Date Filed:
 

 
 


 
 

 
 
EXPLANATORY NOTE:
 
On October 5, 2010, Dynegy Inc. (“Dynegy”) filed with the Securities and Exchange Commission (the “SEC”) an investor presentation highlighting a number of important facts pertaining to its previously announced Agreement and Plan of Merger, dated as of August 13, 2010 (the “Merger Agreement”), providing for the acquisition of Dynegy by Denali Parent Inc. (the “Merger”), an affiliate of The Blackstone Group L.P. (“Blackstone”).  Dynegy intends to use this investor presentation when discussing the Merger with certain of its stockholders in advance of the special meeting of stockholders of Dynegy, scheduled for November 17, 2010, to consider and vote upon the Merger Agreement.  Copies of a press release announcing the filing of the investor presentation and the investor presentation are attached hereto.