EX-99.(A)(1)(VI) 8 a2061308zex-99_a1vi.txt EXHIBIT 99.(A)(1)(VI) ILLINOVA CORPORATION ILLINOIS POWER COMPANY OFFER TO PURCHASE FOR CASH ANY AND CONSENT SOLICITATION WITH RESPECT ALL SHARES OF PREFERRED STOCK OF TO ITS PREFERRED STOCK ILLINOIS POWER COMPANY
SERIES CUSIP NO. ------ ----------- 4.08% Cumulative Preferred Stock............................ 452092-20-8 4.20% Cumulative Preferred Stock............................ 452092-30-7 4.26% Cumulative Preferred Stock............................ 452092-40-6 4.42% Cumulative Preferred Stock............................ 452092-50-5 4.70% Cumulative Preferred Stock............................ 452092-60-4 7.75% Cumulative Preferred Stock............................ 452092-79-4
-------------------------------------------------------------------------------- THE TENDER OFFER, THE CONSENT SOLICITATION AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2001, UNLESS EXTENDED. -------------------------------------------------------------------------------- , 2001 To Our Clients: Enclosed for your consideration are the Offer to Purchase and Consent Statement, dated , 2001, and a separate letter of transmittal and consent for each series of preferred stock listed above of Illinois Power Company, or IPC, an Illinois corporation, of which you own shares. Illinova Corporation invites you to tender your shares for purchase at the purchase price per share listed on the front cover of the Offer to Purchase and Consent Statement, net to you in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Statement and in the applicable letter of transmittal and consent. Illinova will purchase shares that you validly tender and do not withdraw, upon the terms and subject to the conditions of the tender offer. In conjunction with the tender offer, IPC is soliciting your consent to a proposed amendment to IPC's articles of incorporation to eliminate a provision that restricts IPC's ability to issue or assume unsecured debt. If you do not tender your shares in the tender offer but you validly grant consent to the proposed amendment with respect to your shares, IPC will make a special cash payment to you of $ for each such share if the proposed amendment is approved. To receive the special cash payment, you must return the consents prior to the expiration date. If you validly tender your shares, you will be entitled only to the applicable purchase price per share, and you will not be entitled to the special cash payment. If you wish to tender your shares in the tender offer, you must grant a valid consent to the proposed amendment. If you become a holder of record after , 2001, the record date for the consent solicitation, you must obtain and submit with your tender an irrevocable proxy from the holder of record of the preferred shares as of the record date to validly grant your consent to the proposed amendment and tender your shares. If you acquire shares after the record date, you will be unable to tender those shares if you cannot obtain an irrevocable proxy from the holder of record as of the record date. The tender offer is conditioned upon, among other things, the approval of the proposed amendment by holders of at least a two-thirds of the shares of IPC's outstanding preferred stock, voting together as one class. The tender offer for any one series of preferred stock is not conditioned upon any minimum number of shares of such series of preferred stock being tendered and is independent of the tender offer for any other series of preferred stock. We are the holder of record of shares held for your account but not registered in your name. We may only tender such shares or consent to the proposed amendment with respect to such shares as the holder of record and pursuant to your instructions. Any letter of transmittal and consent furnished to you is solely for your information, and you cannot use it to tender or grant consent with respect to shares we hold for your account. If you do not provide us with instructions, we will not tender, or consent with respect to, your shares. We request instructions as to whether you wish us to tender and/or grant consent to the proposed amendment to IPC's articles of incorporation with respect to shares held by us for your account, upon the terms and subject to the conditions set forth in the tender offer. PLEASE READ THE FOLLOWING INFORMATION CAREFULLY: (1) The tender offer is conditioned upon, among other things, approval of the proposed amendment by the holders of at least two-thirds of the preferred stock, voting together as a class. The tender offer for any one series of preferred stock is not conditioned upon a minimum number of shares of such series of preferred stock being tendered and is independent of the tender offer for any other series of preferred stock. (2) The tender offer and your withdrawal rights will expire at 5:00 p.m., New York City time, on , 2001, unless the tender offer is extended with respect to a series of preferred stock. Your instructions should be forwarded to us in ample time to permit us to submit a tender and/or consent on your behalf by the expiration date. You can withdraw your tendered shares so long as the tender offer remains open or if the tendered shares have not been accepted for payment by Illinova. You may revoke your consent at any time prior to the expiration date. (3) If you wish to tender your shares in the tender offer, you must grant your consent to the proposed amendment; however, you do not have to tender shares to consent to the proposed amendment. (4) If you do not tender your shares in the tender offer but you validly consent to the proposed amendment with respect to such shares, IPC will pay you the special cash payment for each such share, if the proposed amendment is approved by the preferred shareholders. If you validly tender your shares, you will be entitled only to the applicable purchase price per share and will not be entitled to the special cash payment. (5) Illinova will pay all stock transfer taxes applicable to its purchase of shares in the tender offer, subject to Instruction 6 of the Letter of Transmittal and Consent. ALTHOUGH ILLINOVA HAS DETERMINED THAT THE TENDER OFFER IS FAIR TO HOLDERS OF EACH SERIES OF PREFERRED STOCK, NEITHER ILLINOVA, IPC, THEIR RESPECTIVE BOARDS OF DIRECTORS NOR ANY OF THEIR RESPECTIVE OFFICERS MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IPC'S BOARD OF DIRECTORS HAS DETERMINED THAT THE PROPOSED AMENDMENT IS IN THE BEST INTERESTS OF IPC AND REQUESTS THAT PREFERRED SHAREHOLDERS CONSENT TO THE PROPOSED AMENDMENT. HOWEVER, IPC'S BOARD HAS NOT MADE ANY SEPARATE DETERMINATION THAT THE PROPOSED AMENDMENT IS OR IS NOT IN THE BEST INTEREST OF THE PREFERRED SHAREHOLDERS. If you wish to have us tender and/or grant a consent with respect to your shares we hold for your account upon the terms and subject to the conditions of the tender offer, please so instruct us by completing, executing and returning to us the enclosed instruction form in the enclosed envelope return envelope. If you authorize tender of your shares, all such shares will be tendered (and consents to the proposed amendment to IPC's articles of incorporation granted with respect to such shares) unless otherwise specified on the instruction form. If you authorize consent to the proposed amendment with respect to your shares, consent to the proposed amendment will be granted with respect to all such shares unless otherwise specified on the instruction form. Your should forward us your instructions in 2 ample time to permit us to submit a tender and/or grant a consent to the proposed amendment on your behalf by the expiration date. The tender offer is not being made to, nor will Illinova accept tenders from, owners of shares in any jurisdiction in which the tender offer or its acceptance would not be in compliance with the laws of such jurisdiction. Illinova is not aware of any jurisdiction where the making of the tender offer or the tender of shares would not be in compliance with applicable law. If Illinova becomes aware of any jurisdiction where the making of the tender offer or if the tender of shares is not in compliance with any applicable law, Illinova will make a good faith effort to comply with such law. If, after such good faith effort, Illinova cannot comply with such law, the tender offer will not be made to (nor will tenders be accepted from or on behalf of) the owners of shares residing in such jurisdiction. In any jurisdiction in which the securities, blue sky or other laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed to be made on Illinova's behalf by one or more registered brokers or dealers licensed under the laws of such jurisdiction. 3 INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF A SERIES OF PREFERRED STOCK OF ILLINOIS POWER COMPANY BY ILLINOVA CORPORATION AND CONSENT SOLICITATION BY ILLINOIS POWER COMPANY The undersigned acknowledge(s) receipt of your letter and the Offer to Purchase and Consent Statement, dated , 2001, and a separate Letter of Transmittal and Consent for each series of preferred stock of IPC of which the undersigned owns shares, in connection with the invitation of Illinova to the holders of each series of preferred stock to tender any and all of their shares of a series of preferred stock for purchase at the purchase price per share listed on the front cover of the Offer to Purchase and Consent Statement, net to the seller in cash, upon the terms and subject to the conditions of the tender offer, and in connection with the consent solicitation being conducted by the Board of Directors of IPC. TENDER This will instruct you to tender to Illinova the number of shares indicated below (or, if no number is indicated below, all shares) which are held by you for the account of the undersigned, upon the terms and subject to the conditions of the tender offer. NUMBER OF SHARES SERIES OF PREFERRED TO BE TENDERED* ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- -----------------------------------------
CONSENT IF YOU TENDER SHARES, YOU MUST GRANT A CONSENT WITH RESPECT TO SUCH SHARES. IF YOU TENDER SHARES, YOU NEED NOT LIST SHARES BELOW. ONLY LIST SHARES BELOW IF YOU ARE NOT TENDERING SUCH SHARES AND ARE ONLY GRANTING A CONSENT WITH RESPECT TO SUCH SHARES. IN ANY CASE, YOU MUST CHECK THE APPROPRIATE BOX BELOW. You are instructed to grant consent, withhold consent or abstain with respect to all shares as indicated below in respect of the proposed amendment and with respect to which shares the undersigned is entitled to grant consent. / / CONSENT / / WITHHOLD CONSENT / / ABSTAIN Indicate your vote by an (X).
4 NUMBER OF SHARES WITH RESPECT SERIES OF PREFERRED TO WHICH CONSENT IS GRANTED** ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- ----------------------------------------- -----------------------------------------
SIGNATURE(S) X ______________________________________________________________________________ X ______________________________________________________________________________ Dated:________________________, 2001. Name(s): _______________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT) Capacity (full title): _________________________________________________________ Address: _______________________________________________________________________ _______________________________________________________________________ (INCLUDE ZIP CODE) DAYTIME Area Code and Telephone No.: ___________________________________________ Social Security or Taxpayer Identification No.: ________________________________ ------------------------ * By executing and returning these Instructions, unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered. ** By executing and returning these Instructions, unless otherwise indicated, it will be assumed that consent to the Proposed Amendment is to be granted in respect of all shares held by us for your account. 5