-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, We/HS4WpHTloHLJ86gAcND2axJsS41b4BsjKv239C+x6RXTLVJOnexGns8XBXsOf ukkXpuDARtaQBwfC60XpWA== 0000049816-00-000018.txt : 20000229 0000049816-00-000018.hdr.sgml : 20000229 ACCESSION NUMBER: 0000049816-00-000018 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990716 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000228 FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 001-03004 FILM NUMBER: 556019 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 8-K/A 1 AMENDED 8-K FILING TO SEC ON 07/16/1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 16, 1999 Commission Registrants; State of Incorporation; IRS Employer File Number Address; and Telephone Number Identification No. 1-11327 Illinova Corporation 37-1319890 (an Illinois Corporation) 500 S. 27th Street Decatur, IL 62525 (217) 424-6600 1-3004 Illinois Power Company 37-0344645 (an Illinois Corporation) 500 S. 27th Street Decatur, IL 62525 (217) 424-6600 Total number of sequentially numbered pages is 8. Item 5. Other Events Certain information contained in this report is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning estimates and projections of earnings. Although Illinova believes that this forward-looking information is accurate, its businesses are dependent on various regulatory issues, general economic conditions and future trends, and these factors can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Illinova. The following factors, in addition to those discussed in the company's Annual Report on Form 10-K for the year ended Dec. 31, 1998, and subsequent securities filings, could cause results to differ materially from management expectations as suggested by such forward-looking information: the impact of recent and future federal and state regulatory changes; the effects of increased competition; the impact of fluctuations in commodity prices and customer demand; the impacts of new environmental laws and regulations; factors affecting non-utility investments, such as the risk of doing business in foreign countries; construction and operation risks; and increases in financing costs. ILLINOVA REPORTS SECOND-QUARTER EARNINGS On July 14, 1999, Illinova Corporation announced second-quarter 1999 earnings of $8.7 million, or 12 cents per common share (basic and diluted). This compares to a loss of $47 million, or 66 cents per common share, for the same period last year. Year-to-date earnings are $26.4 million, or 38 cents per common share, compared to a loss of $24 million, or 34 cents per common share, for the same period in 1998. Based on financial results for the first half of 1999, and excluding the impacts of merger-related expenses, Illinova remains on target to meet its earlier projection of $1.50 per share earnings for the year. Major factors affecting the current quarter's results were the 15 percent residential electric rate reduction which began Aug. 1, 1998, and the revised management services agreement for Clinton Power Station under which PECO Energy assumed the plant's direct operating and capital expenses starting April 1, 1999. The rate decrease reduced revenues by $14.9 million, or 12 cents per share, while the restructured agreement for Clinton trimmed IP's expenses by $16.9 million, or 14 cents per share, from second quarter 1998. Second-quarter 1999 expenses also include $7.3 million related to Illinova's recently announced merger with Dynegy; $5 million related to amortization of the regulatory asset created as part of the 1998 quasi-reorganization; and $6.4 million in interest due to changes in net present value of decommissioning assets and liabilities, an expense that will be 2 reversed if the sale of Clinton Power Station to AmerGen is completed by year's end. Without these three expense items, earnings for the quarter would have been $19.9 million, or approximately 27 cents per share. Last year's second-quarter loss of 66 cents per share was primarily due to $107 million in higher replacement power costs following last June's unprecedented spike in market prices for electricity. Without the $107 million in higher replacement power costs, second-quarter 1998 earnings would have been 24 cents per share. Illinova Corporation [NYSE:ILN], headquartered in Decatur, Ill., is an energy services holding company with $6.8 billion in assets and annual revenues of $2.4 billion. Its subsidiaries include Illinois Power, an electric and natural gas utility that serves approximately 650,000 customers over a 15,000-square-mile area of Illinois; Illinova Generating, which invests in, develops and operates independent power projects worldwide; and Illinova Energy Partners, which markets energy and energy-related services in the United States and Canada. RESTATEMENT OF THE CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE TWELVE MONTHS ENDED JUNE 30, 1999 In February 2000, Illinova and Illinois Power Company restated its statements of income for the twelve months ended December 31, 1998, which is reflected in the condensed consolidated statements of income for the twelve months ended June 30, 1999. The restatement reflects a revision to the initial estimate of the "Transition period cost recovery" regulatory asset established in December 1998 coincident with the impairment of the Clinton Power Station. The effect of this revision was to decrease the amount of the regulatory asset at December 31, 1998, and correspondingly increase the related impairment charge by $325.7 million ($196.5 million net of tax). The net effect of this revision was to increase the previously reported net loss for the twelve months ended June 30, 1999 by $196.5 million, or $2.78 per common share (basic and diluted). Please see the attached Illinova Condensed Consolidated Statements of Income. 3 Item 7. Financial Statements (A) Financial Statements (99.1) Illinova Consolidated Income Statements 4 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 thereunto duly authorized. ILLINOVA CORPORATION (Registrant) By /s/ Larry F. Altenbaumer ---------------------------- Larry F. Altenbaumer President on behalf of Illinova Corporation Date: February 28, 2000 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 thereunto duly authorized. ILLINOIS POWER COMPANY (Registrant) By /s/ Larry F. Altenbaumer ---------------------------- Larry F. Altenbaumer President on behalf of Illinois Power Company Date: February 28, 2000 5 Exhibit Index The following Exhibits are hereby filed as part of this Current Report on Form 8-K/A: Exhibit Number Description 99.1 Illinova Consolidated Income Statements 6 EX-99 2 EX-99.1
Condensed Consolidated Statements of Income Three Months Ended Six Months Ended Twelve Months Ended June 30, June 30, June 30, ------------------------- ---------------------------- --------------------------- % Change % Change As % Change Fav/ Fav/ Restated Fav/ 1999 1998 (Unfav) 1999 1998 (Unfav) 1999 1998 (Unfav) ----- ----- ------- ----- ----- ------- ----- ----- ------ (Millions) (Millions) (Millions) Operating Revenues Electric $276.7 $304.5 (9)% $ 531.9 $ 581.1 (8)% $1,175.0 $1,241.6 (5)% Electric interchange 56.2 112.7 (50) 150.2 209.0 (28) 498.4 304.5 64 Gas 45.2 49.8 (9) 168.3 166.4 1 289.7 296.2 (2) Diversified enterprises 101.2 80.3 26 177.3 166.2 7 372.5 676.6 (45) ------ ----- ------- ------- -------- -------- Total 479.3 547.3 (12) 1,027.7 1,122.7 (8) 2,335.6 2,518.9 (7) ------ ----- ------- ------- -------- -------- Operating Expenses Fuel for electric plants 60.0 53.9 (11) 111.4 109.6 (2) 252.0 244.5 (3) Power purchased 46.7 229.4 80 98.4 326.5 70 507.1 463.0 (10) Gas purchased for resale 17.0 22.4 24 89.5 88.4 (1) 150.7 173.6 13 Diversified enterprises 114.5 85.0 (35) 196.0 179.7 (9) 408.3 712.8 43 Other operating and maintenance 107.1 122.9 13 258.8 231.7 (12) 565.0 460.7 (23) Depreciation and amortization 44.9 50.5 11 89.4 101.2 12 191.8 201.7 5 Amortization of regulatory asset 6.2 - (100) 7.7 - (100) 7.7 - (100) General taxes 22.9 34.3 33 52.8 73.0 28 103.0 135.1 24 Clinton plant impairment loss - - - - - - 2,666.9 - (100) ------ ----- ------- ------- -------- -------- Total 419.3 598.4 30 904.0 1,110.1 19 4,852.5 2,391.4 (103) ------ ----- ------- ------- -------- -------- Operating Income (Loss) 60.0 (51.1) - 123.7 12.6 - (2,516.9) 127.5 - ------ ----- ------- ------- -------- -------- Other Income Miscellaneous - net 6.3 2.8 125 17.2 1.3 - 19.0 2.6 - Equity earnings in affiliates 2.9 3.4 (15) 3.4 8.9 (62) 17.0 20.0 (15) ------ ----- ------- ------- -------- -------- Total 9.2 6.2 48 20.6 10.2 102 36.0 22.6 59 ------ ----- ------- ------- -------- -------- Income (Loss) Before Interest Charges and Income Taxes 69.2 (44.9) - 144.3 22.8 - (2,480.9) 150.1 - ------ ----- ------- ------- -------- -------- Interest Charges Interest expense 46.8 35.9 (30) 89.9 72.5 (24) 163.4 142.5 (15) Allowance for borrowed funds used during construction (2.0) (1.2) 67 (3.2) (2.3) 39 (4.1) (4.6) (11) Preferred dividend requirements of subsidiary 4.7 5.0 6 9.7 9.9 2 19.6 20.5 4 ------ ----- ------- ------- -------- -------- Total 49.5 39.7 (25) 96.4 80.1 (20) 178.9 158.4 (13) ------ ------- ------- ------- -------- -------- Income (Loss) Before Income Taxes 19.7 (84.6) 123 47.9 (57.3) 184 (2,659.8) (8.3) - ------ ----- ------- ------- -------- -------- Income Taxes Income tax - impairment loss - - - - - - (982.8) - 100 ITC - Clinton impairment - - - - - - (160.4) - 100 Other income taxes 10.7 (37.6) (128) 22.0 (33.3) (166) 13.0 (13.3) (198) ------ ----- ------- ------- -------- -------- Total 10.7 (37.6) (128) 22.0 (33.3) (166) (1,130.2) (13.3) - ------ ----- ------- ------- -------- -------- Net Income (Loss) Before Extraordinary Item 9.0 (47.0) 119 25.9 (24.0) - (1,529.6) 5.0 - Extraordinary Item Net of Income Tax Benefit of $118.0 Million - - - - - - - (195.0) (100) ------ ----- ------- ------- -------- -------- Net Income (Loss) 9.0 (47.0) 119 25.9 (24.0) - (1,529.6) (190.0) - Carrying amount over (under) consideration paid for redeemed preferred stock of subsidiary (0.3) - (100) 0.5 - 100 0.5 0.2 150 ------ ----- ------- ------- -------- -------- Net Income (Loss) Applicable to Common Stock $ 8.7 $(47.0) 119 $ 26.4 $ (24.0) - $(1,529.1) $ (189.8) - ====== ===== ======= ======= ======== ======== Weighted average common shares 69.9 71.7 69.9 71.7 70.8 72.0 Earnings (loss) per common share before extraordinary item (basic and diluted) $0.12 ($0.66) $0.38 ($0.34) ($21.60) $0.07 Extraordinary item per common share (basic and diluted) - - - - - ($2.71) Earnings (loss) per common share (basic and diluted) $0.12 ($0.66) $0.38 ($0.34) ($21.60) ($2.64) Cash dividends declared per common share $0.31 $0.31 $0.62 $0.62 $1.24 $1.24 Cash dividends paid per common share $0.31 $0.31 $0.62 $0.62 $1.24 $1.24
These statements are submitted as a matter of general information and are not intended to induce, or to be used in connection with, any sale or purchase of securities. These unaudited statements should be read in conjunction with Illinova's and Illinois Power Company's 1999 Quarterly Reports on Form 10-Q/A and Form 8-K and 8-K/A filings to the Securities and Exchange Commission, and Illinova and Illinois Power Company's 1998 Form 10-K/A filings to the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----