-----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, U57mIRH/Fh/agbUsXm9Cmw+6X06d9qvNf7I2A+cp99js1zCLPH1NCWzZT868Rhi5 Rmk8AvkY2krnGuq5PxUo2g== /in/edgar/work/20000629/0000049816-00-000037/0000049816-00-000037.txt : 20000920 0000049816-00-000037.hdr.sgml : 20000920 ACCESSION NUMBER: 0000049816-00-000037 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS POWER CO CENTRAL INDEX KEY: 0000049816 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 370344645 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03004 FILM NUMBER: 663833 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 11-K 1 0001.txt 1999 UNION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(dd) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 Commission file number 1-3004 Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement (Full title of the plan) Illinova Corporation 500 South 27th Street Decatur, Illinois 62525 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office.) ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION DECEMBER 31, 1999 ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Index to Financial Statements and Additional Information Financial Statements: Page Report of Independent Accountants 1 Statement of Net Assets Available for Benefits as of December 31, 1999 and 1998 2 Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 1999 and 1998 3 Notes to Financial Statements 4-15 Additional Information: Schedule I - Schedule of Assets Held for Investment Purposes Note: Other schedules required by section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants To The Participants and Administrator of The Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits of the Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. As explained in Note 1 to the financial statements, Illinois Power Company sold its Clinton Nuclear Power Plant ("Clinton") to AmerGen Energy Company ("AmerGen") on December 15, 1999. Under terms of the sales agreement, the Plan accounts for Clinton employees were transferred to AmerGen on January 21, 2000. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers, LLP June 23, 2000 1 ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Net Assets Available for Benefits December 31, 1999 1998 ASSETS: Cash and Temporary Cash Investments $ 413,130 $ 318,089 Investments at Fair Value 138,924,171 105,545,471 Participant Loans 3,761,671 3,447,568 ------------ ------------ Total Investments 143,098,972 109,311,128 Dividends and Interest Receivable 1,007 1,155 Employee Contributions Receivable 133,140 269,646 Employer Contributions Receivable 2,184,465 200,413 ------------ ------------ Other Assets 2,318,612 471,214 ------------ ------------ Total Assets 145,417,584 109,782,342 ------------ ------------ LIABILITIES: Accrued Expenses 0 59,712 Transfer to AmerGen (Note 1) 22,008,635 0 ------------ ------------ Total Liabilities 22,008,635 59,712 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $123,408,949 $109,722,630 ============ ============
See Accompanying Notes to Financial Statements 2 ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT Statement of Changes in Net Assets Available for Benefits December 31, 1999 1998 Sources of Participants' Equity: Contributions: Employee $7,020,297 $6,462,192 Employer 4,018,872 1,387,445 ------------ ------------ 11,039,169 7,849,637 ------------ ------------ Plan-to-Plan Transfers (626,204) (1,074,730) Investment Income: Dividend and Interest Income 11,622,423 8,040,877 Net Appreciation in Fair Value of Investments 19,727,546 4,837,386 ------------ ------------ 31,349,969 12,878,263 ------------ ------------ Application of Participants' Equity: Distributions to Active and Terminated Participants 6,017,347 4,573,712 Administrative and Miscellaneous Expenses 50,633 80,163 ------------ ------------ 6,067,980 4,653,875 ------------ ------------ Increase in Net Assets Available for Benefits prior to interfund transfers 35,694,954 14,999,295 Transfer to AmerGen (Note 1) (22,008,635) 0 Fund-to-Fund Transfers 0 48 Net Assets Available for Benefits, Beginning of Year 109,722,630 94,723,287 ------------ ------------ Net Assets Available for Benefits, End of Year $123,408,949 $109,722,630 ============ ============
See Accompanying Notes to Financial Statements 3 ILLINOIS POWER COMPANY INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING AGREEMENT NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF PLAN: General: The Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement (the Plan) is sponsored and administered by Illinois Power Company (the Company). The Plan became effective as of January 1, 1987. Assets of the Plan are held and managed by a Trustee. Effective July 1, 1995, Fidelity Management Trust Company of Boston, Massachusetts became trustee and custodian. The purpose of the Plan is to enable participants to invest a portion of their salaries in tax-deferred savings pursuant to section 401(k) of the Internal Revenue Code (IRC). The Plan is subject to and in compliance with the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended. Illinois Power Company is a wholly-owned subsidiary of Illinova Corporation (Illinova). Although Illinois Power Company remains the sponsor and administrator of the Plan, all shares of stock contributed to participants' accounts or held in the Stock Fund are shares of Illinova. Participation: All employees of Illinova who are covered under a collective bargaining agreement are eligible to participate in the Plan. Participation is voluntary. Active participation ceases upon termination of employment with the Company. Former employees can choose to liquidate their accounts or to leave them in the Plan. Earnings will continue to accrue on undistributed accounts. All accounts, whether for active or former employees, are fully vested. Plan Changes and Amendments: Effective January 1, 1999, the Company match contribution was discussed. The Company had previously matched 50% of the first $80 of the participant's monthly before tax contributions and 25% of the balance of the contributions for the month, up to 6% of the employee's base earnings for the month. Effective January 1, 1999 the Company began matching 50% of the participant's monthly before tax contributions, up to 6% of the employee's base earnings for the month. Effective December 15, 1999, Illinois Power sold its Clinton Nuclear Power Plant to AmerGen Energy Company (AmerGen). Under terms of the sales agreement, the plan accounts for Clinton employees were transferred to AmerGen. Effective January 21, 2000, $22,008,635 in participants' accounts were transferred to AmerGen. Incentive compensation contributions due to Clinton employees were later posted to their Illinois Power accounts and then transferred to AmerGen in February and March of 2000. 4 AmerGen's plan would not accept transfer of the Fidelity Brokerage Link. Employees who participated in this option were asked to liquidate their accounts and transfer the funds to other funds or to the Fidelity Retirement Money Market Fund. The trustee liquidated the accounts of employees who did not comply with the request, and transferred the proceeds to the Fidelity Retirement Money Market Fund. This fund is not ordinarily an available option for contributions; it was used only to facilitate the liquidation of the Brokerage Link accounts. At December 31, 1999, the fund held $449,350. Contributions: Participants may make before-tax contributions by payroll deduction up to the legal dollar limit. Participants may also make after-tax contributions in cash or by payroll deduction. Total contributions are limited to the applicable percentage limit set by law. A participant may also "roll-over" into the Plan amounts previously invested in another retirement plan. Participants have the option of investing their contributions into any or all of the investment funds in the proportions they choose. They may change their investment options or transfer amounts from fund to fund at any time. Amounts are transferred to or from the Illinois Power Company Incentive Savings Plan as participant's shift out of or into positions covered by a collective bargaining agreement. These transfers are shown in the Statement of Changes in Net Assets Available for Benefits with Fund Information as Plan-to-Plan Transfers. The Company contributes a monthly matching contribution to the Plan equal to 50% of the participants' monthly before-tax contributions per month, up to 6% of the employee's base earnings for the month. All Company matching contributions are paid in units of Illinova common stock and are contained in the Stock Fund. Dividends on stock held in the Stock Fund are also invested in the Illinova Stock Fund. The Company has an Incentive Compensation arrangement in which all participants employed by the Company on the last day of the Plan year are eligible to earn cash and Illinova stock if specified performance goals are met. Units awarded under the Incentive Compensation arrangement are held in the Stock Fund. Dividends earned on these units are also invested in the Stock Fund. Shares previously held in the Tax Reduction Act Stock Ownership Plan (TRASOP), which was eliminated in 1988, are also held in the Stock Fund. ESOP: In October 1990, the Board of Directors authorized amendments to the Incentive Savings Plan to provide for the implementation of an Employee Stock Ownership Plan (ESOP) arrangement. Under this arrangement, the Company, pursuant to authorization granted by the Illinois Commerce Commission (ICC), loaned $35 million to the Trustee of the ESOP in January 1991. The loan proceeds were used to purchase 2,031,445 shares of the Company's common stock on the open market. These shares are held in a suspense account under the Plans and are being distributed to the accounts of participating employees as the loan is repaid by the Trustee with funds contributed by Illinois Power, together with dividends on 5 the shares acquired with the loan proceeds. The shares are allocated to the accounts of eligible participating employees as they are earned through the Match or Incentive Compensation features of the Plan. As of December 31, 1999, 416,792 and 340,566 shares have been allocated to bargaining unit employees for Matching Contributions and Company Incentive Contributions, respectively. Distributions: Distributions as provided for in the Plan are made to retired Plan participants or their beneficiaries. Distributions must begin by April 1st of the calendar year following the later of the calendar year in which the employee reaches age 70 1/2 or the calendar year in which the employee retires. All distributions are made in the form of cash and/or Illinova common stock. Forfeitures: Each participant is responsible for supplying the Company with a current address. If the address of the participant (or the participant's beneficiary in the event of participant's death) is not known to the Company within four years (three years in the event of participant's death) of the date on which distribution may first be made, the adjusted balance in the participant's account shall be deemed a forfeiture and shall be used to reduce matching contributions and company incentive contributions. In the event that the participant or beneficiary makes a valid claim for the forfeited amount, the benefits shall be reinstated. Loans: The Plan allows participants to borrow from their before-tax and TRASOP accounts an amount not to exceed the lesser of $50,000 reduced by the excess of the highest outstanding balance of loans during the one-year period before the date the loan is made over the outstanding balance of loans on the date the loan is made or 50% of the vested account balance. Interest is charged on these loans at a rate commensurate with interest rates charged by persons in the business of lending money for similar type loans. For 1999, the interest rate ranged from 8.75% to 9.00%; the rate for 1998 ranged from 8.75% to 9.50%. All loans made will mature and be payable in full no earlier than one year and no later than five years from the date of the loan. An exception exists when the loan is used by the participant to acquire his or her principal residence. In this case, the loan will mature and be payable in full no earlier than one year and no later than ten years from the date of the loan. Loan repayments are made by payroll deductions authorized by the participant and by optional cash payments. Interest paid on the loan is credited to the participant's account. The Trustee maintains a Loan Fund to hold the balances of participants' loans. Plan Termination: The right to amend, modify or terminate the Plan is reserved by the Company provided that such action does not retroactively and adversely affect the rights of any participant or beneficiary under the Plan. See Note 6, Subsequent Event. 6 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Accounting: The accompanying Plan financial statements are prepared on the accrual basis of accounting. Investments: Participant notes receivable included in the loan fund are valued at cost, which approximates fair value. Other investments are stated at current value based on the latest quoted market price. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported in the Statement of Net Assets Available for Benefits. Income: Interest and dividend income is accrued as earned. Net appreciation (depreciation) of investments is comprised of realized and unrealized gains and losses. Realized gains or losses represent the difference between proceeds received upon sale and the average cost of the investment. Unrealized gain or loss is the difference between market value and cost of investments retained in the Plan (at financial statement date). For the purpose of allocation to participants, the Illinova common stock is valued by the Plan at market value on the date of allocation and current value is used at the time of distribution to participants resulting in a realized gain or loss and is reflected in the Net Appreciation in Fair Value of Investments in the Statement of Changes in Net Assets Available for Benefits. Expenses: Certain expenses incurred in the administration of the Plan are paid by the Plan rather than the Company. The expenses paid by the Plan include ESOP record keeping fees and trustee administrative fees. All other expenses incurred in the operation of the Plan are paid by the Company. Income Taxes: The Internal Revenue Service has determined and informed the Company by a letter dated January 8, 1996, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. 7 NOTE 3 - INVESTMENTS Plan investments are received, invested and held by the Trustee. Individual investments that represent 5% or more of the Plan's net assets available for benefits include: December 31, 1999 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Illinova Common Stock 895,882 $31,131,900 $38,935,895 Fidelity Equity Income Fund 432,350 $23,122,056 $18,529,118 Fidelity Retirement Growth Fund 1,691,213 $43,717,865 $32,733,413 Fidelity Managed Income Portfolio Fund 15,176,985 15,176,985 15,176,985
December 31, 1998 Investments at Fair Value as Determined by Quoted Market Price Units Value Cost Illinova Common Stock 933,011 $23,325,275 $19,405,395 Fidelity Equity Income Fund 437,125 $24,282,284 $17,266,208 Fidelity Retirement Growth Fund 1,414,065 $29,002,482 $25,539,827 Fidelity Managed Income Portfolio Fund 11,877,171 $11,877,172 $11,877,171
8 NOTE 4 - TRANSACTIONS WITH PARTIES-IN-INTEREST Fidelity Management Trust Company, the Trustee for the Plan, purchased shares of Illinova Common Stock at a cost of $3,910,541 in 387 transactions and sold shares, the proceeds of which totaled $6,420,822, in 350 transactions. The net gain on these sales was $1,604,171. The transactions are allowable party-in-interest transactions under Section 408(3) of ERISA and the regulations thereunder. The majority of the assets of the Plan are invested in Fidelity Investments mutual funds. The Plan also invests in a short-term money market fund, the Fidelity Investments Cash Portfolio. The transactions with these Fidelity funds are allowable party-in-interest transactions under Section 408(b)(8) of ERISA and the regulations thereunder. The number of purchase transactions with each fund and the dollar amount of purchases for each fund as of December 31, 1999 are listed below: Purchase Purchase Fund Transactions Amount Fidelity Equity Income Fund 225 $ 6,310,253 Fidelity Retirement Growth Fund 238 $11,977,402 Fidelity Asset Manager Income Fund 99 $ 368,744 Fidelity Asset Manager Growth Fund 150 $ 1,039,988 ` Fidelity Asset Manager Fund 160 $ 1,252,307 Fidelity International Growth and Income Fund 127 $ 681,117 Fidelity Managed Income Portfolio Fund 192 $ 7,932,566 Fidelity US Equity Index Commingled Pool 180 $ 3,723,119 Founders Growth Fund 159 $ 2,126,878 USAA International Fund 89 $ 303,726 Warburg Pincus Emerging Growth 116 $ 1,090,607 Fidelity Brokerage Link 120 $ 1,812,764 Fidelity Retirement Money Market 20 $ 923,256 Cash Portfolio 173 $ 5,178,520
9 The number of sales transactions with each fund, the dollar amount of sales, and the gain on these sales for each fund as of December 31, 1999 are shown below: Sales Trans- Sales Fund actions Amount Gain/(Loss) Fidelity Equity Income Fund 201 $6,557,271 $1,509,928 Fidelity Retirement Growth Fund 204 $5,798,982 $1,015,166 Fidelity Asset Manager Income Fund 42 $252,991 $ 2,428 Fidelity Asset Manager Growth Fund 98 $776,241 $ 93,854 Fidelity Asset Manager Fund 120 $783,727 $ 51,539 Fidelity International Growth and Income Fund 75 $445,345 $ 90,467 Fidelity Managed Income Portfolio Fund 192 $4,632,753 $ 0 Fidelity US Equity Index Commingled Pool 102 $2,157,426 $241,627 Founders Growth Fund 73 $698,146 $ 48,596 USAA International Fund 28 $250,973 $ 9,260 Warburg Pincus Emerging Growth 58 $370,096 $ 24,545 Fidelity Brokerage Link 252 $930,689 $ 0 Fidelity Retirement Money Market 11 $473,906 $ 0 Cash Portfolio 259 $5,164,391 $ 0
10 NOTE 5-NONPARTICIPANT-DIRECTED INVESTMENTS All funds in the plan are participant directed, with the exception of the Illinova Stock Fund, which is partially nonparticipant-directed as pertains to the Company match and incentive compensation features of the plan. Information about the net assets and the significant components of the changes in net assets relating to the Illinova Stock Fund is as follows: December 31, 1999 1998 ASSETS: Cash and Temporary Cash Investments $ 332,219 $ 318,089 Investments at Fair Value 31,131,900 23,325,275 ----------- ----------- Total Investments 31,464,119 23,643,364 Dividends and Interest Receivable 1,007 1,155 Employee Contributions Receivable 1,880 137,940 Employer Contributions Receivable 2,184,465 200,413 Loan Repayments Receivable 0 812 ----------- ----------- Other Assets 2,187,352 340,320 ----------- ----------- Total Assets 33,651,471 23,983,684 ----------- ----------- LIABILITIES: Accrued Expenses 0 59,712 Assets to be Transferred to AmerGen 5,137,664 0 ----------- ----------- Total Liabilities 5,137,664 59,712 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $28,513,807 $23,923,972 =========== ===========
11 December 31, 1999 1998 Sources of Participants' Equity: Contributions: Employee $ 107,121 $ 87,346 Employer 4,018,872 1,387,445 ----------- ----------- 4,125,993 1,474,791 ----------- ----------- Plan-to-Plan Transfers (197,561) (182,169) Investment Income: Dividend and Interest Income 1,196,876 1,137,015 Net Change in Fair Value of Investments 9,142,534 (1,732,000) ----------- ----------- 10,339,410 (594,985) ----------- ----------- Application of Participants' Equity: Distributions to Active and Terminated Participants 1,633,385 1,289,513 Administrative and Miscellaneous Expenses 28,318 24,431 ----------- ----------- 1,661,703 1,313,944 ----------- ----------- Increase (Decrease) in Net Assets Available for Benefits prior to interfund transfers 12,606,139 (616,307) Loans to Participants, net (15,520) (35,148) Fund-to-Fund Transfers (2,863,120) (274,194) Assets to be Transferred to AmerGen (5,137,664) 0 Net Assets Available for Benefits, Beginning of Year 23,923,972 24,849,621 ----------- ----------- Net Assets Available for Benefits, End of Year $28,513,807 $23,923,972 =========== ===========
12 NOTE 6 - SUBSEQUENT EVENT On February 1, 2000, Illinova merged with Dynegy, Inc., which has its own 401(k) Plan. No changes have yet been made to the Illinois Power plan as a result of the merger. 13 Schedule I Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement Schedule of Assets Held for Investment Purposes December 31, 1999 Identity of Issue/ Current Description of Investment Cost Value *Illinova Common Stock $ 38,935,895 $ 31,131,900 *Fidelity Equity Income Fund $ 18,529,118 $ 23,122,056 *Fidelity Retirement Growth Fund $ 32,733,413 $ 43,717,865 *Fidelity Asset Manager Income Fund $ 616,583 $ 629,978 *Fidelity Asset Manager Growth Fund $4,040,174 $4,636,628 *Fidelity Asset Manager Fund $4,982,004 $5,494,154 *Fidelity International Growth and Income Fund $1,691,330 $2,426,949 *Fidelity Managed Income Portfolio Fund $ 15,176,985 $ 15,176,985 *Fidelity US Equity Index Commingled Pool $4,328,762 $5,588,820 *Founders Growth Fund $2,649,521 $3,016,315 *USAA International Fund $ 349,841 $ 385,880 *Warburg Pincus Emerging Growth $1,269,868 $1,479,460 *Fidelity Brokerage Link $1,667,831 $1,667,831 *Fidelity Retirement Money Market Fund $ 449,350 $ 449,350 *Participant Loans** $3,761,671 $3,761,671 ---------- ---------- $131,182,346 $142,685,842
*A party-in-interest to the Plan **Interest rates on loans range from 7% to 12% 14 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Illinois Power Company has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement by _____________________________ R. Mark Relken Director-Benefits, Compen- sation, Recruiting, System & Payroll Date: June 28, 2000 15 EXHIBIT INDEX Exhibits Filed Herewith Exhibit No. Description - -------------------------------------------------------------------------------- 1 Consent of Independent Accountants 16 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-60278 of Illinova Corporation of our report dated June 23, 2000 relating to the financial statements of the Illinois Power Company Incentive Savings Plan for Employees Covered Under a Collective Bargaining Agreement, which appears in this Form 11-K. PricewaterhouseCoopers LLP St. Louis, Missouri June 28, 2000 17 -----END PRIVACY-ENHANCED MESSAGE-----