-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, KgKQupFp4cJjn+JhMQCIgdL6t1ekjhgF/HdBc4q8/QMweDFG/8J8sIXP9Ji5jk/n 0M2DLX9EapQgo4hANimrvw== 0000004962-95-000021.txt : 19950512 0000004962-95-000021.hdr.sgml : 19950512 ACCESSION NUMBER: 0000004962-95-000021 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950511 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS POWER CO CENTRAL INDEX KEY: 0000049816 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370344645 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10419 FILM NUMBER: 95536695 BUSINESS ADDRESS: STREET 1: 500 S 27TH ST STREET 2: C/O HARRIS TRUST & SAVINGS BANK CITY: DECATUR STATE: IL ZIP: 62525-1805 BUSINESS PHONE: 2174246600 FORMER COMPANY: FORMER CONFORMED NAME: ILLINOIS IOWA POWER CO DATE OF NAME CHANGE: 19660822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN EXPRESS CO CENTRAL INDEX KEY: 0000004962 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134922250 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: AMERICAN EXPRESS TWR STREET 2: WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2126402000 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Illinois Power Company (Name of issuer) Serial Preferred Stock, no par value (Title of class of securities) 452092-85-1 452092-83-6 452092-81-0 (CUSIP number) Louise M. Parent, Esq. American Express Company American Express Tower World Financial Center New York, New York 10285 (212) 640-2000 (Name, address and telephone number of person authorized to receive notices and communications) May 1, 1995 (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 which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following line ____ Check the following line if a fee is being paid with this statement ____ SCHEDULE 13D CUSIP NO. 452092-85-1 452092-83-6 452092-81-0 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Express Financial Corporation (formerly IDS Financial Corporation) 13-3180631 2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP (A) ____ (B) X 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable. 5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ____ 6) CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota 7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER - 0 - 8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER 145,900 9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER - 0 - 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 145,900 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,900 12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ____ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% 14) TYPE OF REPORTING PERSON CO, IA SCHEDULE 13D CUSIP NO. 452092-85-1 452092-83-6 452092-81-0 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS American Express Travel Related Services Company, Inc. 13-3133497 2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP (A) ____ (B) X 3) SEC USE ONLY 4) SOURCE OF FUNDS Not applicable. 5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ____ 6) CITIZENSHIP OR PLACE OF ORGANIZATION New York 7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER -0- 8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED VOTING POWER 145,900 9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE DISPOSITIVE POWER -0- 10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED DISPOSITIVE POWER 145,900 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 145,900 12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ____ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% 14) TYPE OF REPORTING PERSON CO Item 1. Security and Issuer. This statement relates to the Serial Preferred Stock, no par value (the "Preferred Stock") of Illinois Power Company an Illinois corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 South 27th Street, Decatur, Illinois 62525. None of American Express Financial Corporation ("AEFC"), American Express Travel Related Services Company, Inc. ("TRS") or American Express Company ("American Express"), concedes that it is a beneficial owner of more than five percent of a class of equity securities of the Issuer and each is filing this Statement as a protective filing. Item 2. Identity and Background. (a)-(c), (f) This Statement is filed by AEFC, a Delaware corporation and a wholly-owned subsidiary of American Express, and TRS, a New York corporation and a wholly-owned subsidiary of American Express. The principal business of American Express is providing travel related services, financial advisory services and international banking services throughout the world. The principal business of TRS is providing travel related services. The principal business of AEFC is providing a variety of financial products and services to individuals, businesses and institutions. The address of the principal business and principal office for both American Express and TRS is American Express Tower, World Financial Center, New York, New York 10285. The address of the principal business and principal office of AEFC is IDS Tower 10, Minneapolis, Minnesota 55440. The name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship, of each executive officer and director of American Express, TRS and AEFC are set forth in Exhibits 1, 2 and 3, respectively, and are incorporated herein by reference. (d), (e) Neither American Express, TRS or AEFC, nor, to the best of their knowledge, any of the current directors or executive officers of American Express, TRS or AEFC have during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The event requiring this filing was a mandatory redemption by the Issuer of 58,269 shares of Illinois Power Serial Preferred Stock, no par value (Series P), beneficially owned by AEFC and/or TRS. Item 4. Purpose of Transaction. On May 1, 1995, 58,269 shares of the Preferred Stock beneficially owned by AEFC and/or TRS were mandatorily redeemed by the Issuer for $100.00 per share, resulting in aggregate proceeds of $5,826,900 to TRS and AEFC. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, TRS and AEFC each beneficially owns 145,900 shares of the Preferred Stock representing approximately 12.7% of the outstanding shares of the Preferred Stock (based on 1,392,550 shares outstanding as reported in the Issuer's Information Statement and 1994 Annual Report to Shareholders less an aggregate of 240,000 shares of Preferred Stock redeemed by the Issuer according to information provided by the Issuer to American Express). As described in Item 5(b), AEFC and TRS may be deemed to share voting and investment power with respect to all the shares of the Preferred Stock. American Express disclaims beneficial ownership of all of the foregoing shares. As of the date hereof, to the best knowledge of American Express, AEFC and TRS, respectively, none of the executive officers or directors of American Express, AEFC or TRS beneficially owned any shares of the Preferred Stock. (b) TRS shares with AEFC the power to vote or direct the vote and to dispose or direct the disposition of all shares of Preferred Stock reported in response to Item 5(a) above. (c) Except as described in Items 3 and 4, none of American Express, AEFC, TRS or, to the best knowledge of American Express, AEFC or TRS, respectively, any director or executive officer of American Express, AEFC or TRS has effected any transaction in the shares of the Preferred Stock during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the redemption of the shares of, the Preferred Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. AEFC provides investment management and accounting services for TRS in connection with certain securities owned by TRS in a proprietary capacity, including the Preferred Stock reported in response to Item 5(a) herein. Except as described in Item 5(b) above, and the preceding sentence, none of American Express, TRS and AEFC, or, to the best knowledge of American Express, TRS and AEFC, any of the executive officers or directors of American Express, TRS and AEFC, has any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or with any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the shares of the Preferred Stock, finder's fees, joint ventures, loan or option arrangement, puts or call, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. 1. Information with respect to executive officers and directors of American Express. 2. Information with respect to executive officers and directors of TRS. 3. Information with respect to executive officers and directors of AEFC. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 11, 1995 AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. By: /s/ Stephen P. Norman Name: Stephen P. Norman Title: Secretary SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 11, 1995 AMERICAN EXPRESS FINANCIAL CORPORATION By: /s/ Robert F. Erdman Name: Robert F. Erdman Title: Assistant Treasurer EXHIBIT INDEX EXHIBIT 1. Information with respect to executive officers and directors of American Express. 2. Information with respect to executive officers and directors of TRS. 3. Information with respect to executive officers and directors of AEFC. EXHIBIT 1 INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF AMERICAN EXPRESS The following information sets forth the name, business address and present principal occupation of each of the directors and executive officers of American Express. Except as indicated below, the business address of each director and executive officer of American Express is American Express Tower, World Financial Center, New York, New York 10285. Each of the directors and executive officers of American Express, with the exception of David M. Culver and F. Ross Johnson who are citizens of Canada, is a citizen of the United States. BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Daniel F. Akerson Chairman and Chief Executive Officer General Instrument Corporation 181 W. Madison Street 49th Floor Chicago, Illinois 60602 Anne L. Armstrong Chairman of the Board of Trustees Center for Strategic and International Studies P.O. Box 1358 Kingsville, Texas 78364 Edwin L. Artzt Chairman of the Board and Chief Executive Officer The Procter & Gamble Company One Procter & Gamble Plaza Cincinnati, Ohio 45202-3315 William G. Bowen President The Andrew W. Mellon Foundation 140 East 62nd Street New York, New York 10021 David M. Culver Chairman CAI Capital Corporation 3429 Drummond Street Suite 200 Montreal, Canada H3G 1X6 Charles W. Duncan Jr. Duncan Interests 600 Travis Suite 6100 Houston, Texas 77002-3007 Harvey Golub Chairman of the Board and Chief Executive Officer American Express Company Beverly Sills Greenough Chairman Lincoln Center for the Performing Arts 165 West 65th Street 9th Floor New York, New York 10023 F. Ross Johnson Chairman and Chief Executive Officer RJM Group 200 Galleria Parkway, N.W. Suite 970 Atlanta, Georgia 30339 Vernon E. Jordan Jr. Senior Partner Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire Avenue, N.W. Suite 400 Washington, D.C. 20036 Henry A. Kissinger Chairman Kissinger Associates, Inc. 350 Park Avenue 26th Floor New York, New York 10022 Drew Lewis Chairman and Chief Executive Officer Union Pacific Corporation Martin Tower 1170 Eighth Avenue 16th Floor Bethlehem, Pennsylvania 18018 Aldo Papone Senior Advisor American Express Company Frank P. Popoff Chairman and Chief Executive Officer The Dow Chemical Company 2030 Dow Center Midland, Michigan 48674 Jeffrey E. Stiefler President American Express Company EXECUTIVE OFFICERS OF AMERICAN EXPRESS WHO ARE NOT DIRECTORS BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Roger H. Ballou President, Travel Services Group, U.S.A. American Express Travel Related Services Company, Inc. Kenneth I. Chenault Vice Chairman, American Express Company; President, U.S.A., American Express Travel Related Services Company, Inc. George L. Farr Vice Chairman American Express Company Steven D. Goldstein Chairman and Chief Executive Officer American Express Bank Ltd. R. Craig Hoenshell President, Travel Related Services, International American Express Travel Related Services Company, Inc. David R. Hubers President and Chief Executive Officer American Express Financial Corporation IDS Tower 10 Minneapolis, Minnesota 55440 Joseph W. Keilty Executive Vice President American Express Company Jonathan S. Linen Vice Chairman American Express Company Allan Z. Loren Executive Vice President and Chief Information Officer American Express Company Michael P. Monaco Executive Vice President, Chief Financial Officer and Treasurer American Express Company Louise M. Parent Executive Vice President and General Counsel American Express Company Phillip J. Riese President, Cardmember Financial Services Group, American Express Travel Related Services Company, Inc.; Chairman, American Express Centurion Bank Thomas O. Ryder President, Establishment Services Worldwide American Express Travel Related Services Company, Inc. Thomas Schick Executive Vice President American Express Company Frank L. Skillern President, Consumer Card Group, U.S. American Express Travel Related Services Company, Inc. Jeffrey E. Stiefler President American Express Company EXHIBIT 2 INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF TRS The following information sets forth the name, business address and present principal occupation of each of the directors and executive officers of TRS. The business address of each director and executive officer of TRS is American Express Tower, World Financial Center, New York, New York 10285. Each of the directors and executive officers of TRS is a citizen of the United States. BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Harvey Golub Chairman and Chief Executive Officer American Express Travel Related Services Company, Inc. Walter S. Berman Executive Vice President and Chief Financial Officer American Express Travel Related Services Company, Inc. Kenneth I. Chenault Vice Chairman, American Express Company; President, U.S.A., American Express Travel Related Services Company, Inc. Louise M. Parent Executive Vice President and General Counsel American Express Company EXECUTIVE OFFICERS OF TRS WHO ARE NOT DIRECTORS BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Roger H. Ballou President, Travel Services Group, U.S.A. American Express Travel Related Services Company, Inc. R. Craig Hoenshell President, Travel Related Services, International American Express Travel Related Services Company, Inc. Bonnie J. Stedt Executive Vice President, Human Resources American Express Travel Related Services Company, Inc. EXHIBIT 3 INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS AND DIRECTORS OF AEFC The following information sets forth the name, business address and present principal occupation of each of the directors and executive officers of AEFC. Except as indicated below, the business address of each director and executive officer of AEFC is IDS Tower 10, Minneapolis, Minnesota 55440. Each of the directors and executive officers of AEFC is a citizen of the United States. BUSINESS ADDRESS AND PRESENT NAME PRINCIPAL OCCUPATION Jeffrey E. Stiefler President American Express Company American Express Tower World Financial Center New York, New York 10285 William H. Dudley Executive Vice President, Investment Operations American Express Financial Corporation Harvey Golub Chairman and Chief Executive Officer American Express Company American Express Tower World Financial Center New York, New York 10285 Peter J. Anderson Senior Vice President, Investments American Express Financial Corporation Karl J. Breyer Senior Vice President, Corporate Affairs and General Counsel American Express Financial Corporation James E. Choat Senior Vice President, Field Management American Express Financial Corporation Roger S. Edgar Senior Vice President and Technology Advisor American Express Financial Corporation Gordon L. Eid Senior Vice President and Deputy General Counsel American Express Financial Corporation Louis C. Fornetti Senior Vice President and Chief Financial Officer American Express Financial Corporation David R. Hubers President and Chief Executive Officer American Express Financial Corporation Marietta L. Johns Senior Vice President, Field Management American Express Financial Corporation Susan D. Kinder Senior Vice President, Human Resources American Express Financial Corporation Richard W. Kling Senior Vice President, Risk Management Products American Express Financial Corporation Steven C. Kumagai Senior Vice President, Field Management and Business Systems American Express Financial Corporation Peter A. Lefferts Senior Vice President, Corporate Strategy and Development American Express Financial Corporation Douglas A. Lennick Executive Vice President, Private Client Group American Express Financial Corporation Jonathan S. Linen Vice Chairman American Express Company American Express Tower World Financial Center New York, New York 10285 James A. Mitchell Executive Vice President, Marketing and Products American Express Financial Corporation Barry J. Murphy Senior Vice President, Client Service American Express Financial Corporation Erven A. Samsel Senior Vice President, Field Management American Express Financial Corporation Fenton R. Talbott Senior Vice President, Financial Products and Strategy American Express Travel Related Services Company, Inc. American Express Tower World Financial Center New York, New York 10285 John R. Thomas Senior Vice President, Information and Technology American Express Financial Corporation Norman Weaver Jr. Senior Vice President, Field Management American Express Financial Corporation William N. Westhoff Senior Vice President and Global Chief Investment Officer American Express Financial Corporation Michael R. Woodward Senior Vice President, Field Management American Express Financial Corporation -----END PRIVACY-ENHANCED MESSAGE-----