-----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, CJ+dc8Nbb2DV65ufC+m1eIn6YE/rP3dw4rcluPsXKp/uK60S0d8/DY+baQiTuO9+ i7c4ENVqZtXzGmw3EDlf5g== 0000912057-02-007406.txt : 20020414 0000912057-02-007406.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-007406 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020225 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 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-10419 FILM NUMBER: 02557085 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: 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 14D9 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 SC 14D9 1 a2071151zsc14d9.txt SC 14D9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE 14D-9 (RULE 14D-101) SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ILLINOIS POWER COMPANY (Name of Subject Company) ILLINOIS POWER COMPANY (Name of Person(s) Filing Statement) 4.08% CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE, CUSIP NO. 452092-20-8 4.20% CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE, CUSIP NO. 452092-30-7 4.26% CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE, CUSIP NO. 452092-40-6 4.42% CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE, CUSIP NO. 452092-50-5 4.70% CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE, CUSIP NO. 452092-60-4 7.75% CUMULATIVE PREFERRED STOCK, PAR VALUE $50 PER SHARE, CUSIP NO. 452092-79-4 (Title of Class of Securities) (CUSIP Number of Class of Securities) ------------------------------ Kathryn L. Patton, Esq. Senior Vice President, General Counsel and Secretary Illinois Power Company 500 South 27th Street Decatur, Illinois 62521-2200 (217) 424-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person(s) Filing Statement) ------------------------------ WITH COPIES TO: Julien R. Smythe Mark S. Croft Akin, Gump, Strauss, Hauer & Feld, L.L.P. 711 Louisiana, Suite 1900-South Houston, Texas 77002 (713) 220-5800 Fax: (713) 236-0822 / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ITEM 1. SUBJECT COMPANY INFORMATION. The information set forth in "Summary Term Sheet," "Summary," "Terms of the Tender Offer--Number of Shares; Purchase Prices" and "Certain Information Regarding IPC, Illinova and Dynegy" of the Offer to Purchase and Consent Statement (the "Offer to Purchase and Consent Statement") on Schedule 14A filed with the Securities and Exchange Commission ("SEC") as Exhibit (a)(1)(i) to Schedule TO on February 25, 2002 and attached hereto as Exhibit (a)(1)(i) is incorporated herein by reference. ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON. The filing person is Illinois Power Company ("IPC"), an Illinois corporation, the subject company. The information set forth in "Summary Term Sheet," "Summary," "Terms of the Tender Offer--Number of Shares; Purchase Prices," "Price Range of Shares; Dividends" and "Certain Information Regarding IPC, Illinova and Dynegy" of the Offer to Purchase and Consent Statement is incorporated herein by reference. The information set forth in the Tender Offer Statement on Schedule TO filed with the SEC on February 25, 2002 and attached hereto as Exhibit (a)(1)(vii) is incorporated herein by reference. ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. The information set forth in "Certain Information Regarding IPC, Illinova and Dynegy" of the Offer to Purchase and Consent Statement is incorporated herein by reference. The information set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations--Dynegy, Inc. and Illinova Corporation Merger" in IPC's Form 10-K405, filed with the SEC on March 28, 2001 is incorporated herein by reference. ITEM 4. THE SOLICITATION OR RECOMMENDATION. (a) SOLICITATION OR RECOMMENDATION. The information set forth in "Summary Term Sheet," "Summary" and "Special Factors--Purpose of the Tender Offer; Determination of Purchase Price" of the Offer to Purchase and Consent Statement is incorporated herein by reference. (b) REASONS. The tender offer will not have a material impact on the business or operations of IPC, and IPC is, and will remain, a subsidiary of Illinova and an indirect subsidiary of Dynegy. IPC believes that the decisions as to whether to tender shares is a personal investment decision for its shareholders. Thus, neither IPC, its board of directors, nor any of its officers is expressing an opinion or making a recommendation and will remain neutral towards the tender offer. Illinova, however, believes that the purchase of the shares in the tender offer in conjunction with the approval of the proposed amendment represents an attractive opportunity that will benefit Illinova and IPC. The approval of the proposed amendment will provide IPC the flexibility to obtain financing on terms more advantageous to IPC than would otherwise be the case, which will indirectly benefit Illinova as the holder of all of IPC's common stock. Illinova also believes that its purchase of shares in the tender offer will facilitate the success of the consent solicitation. Each holder of shares of preferred stock must make their own decision as to whether to tender shares of preferred stock and, if so, how many shares to tender. (c) INTENT TO TENDER. After reasonable inquiry and to the best of IPC's knowledge, neither IPC nor any executive officer, director, affiliate or subsidiary of IPC owns, of record or beneficially, any shares of IPC's preferred stock. ITEM 5. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. The information set forth in "Summary Term Sheet," "Summary," and "Fees and Expenses" of the Offer to Purchase and Consent Statement is incorporated herein by reference. 1 ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in "Certain Information Regarding IPC, Illinova and Dynegy" of the Offer to Purchase and Consent Statement is incorporated herein by reference. ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. Except as described in this Schedule 14D-9 or elsewhere in Offer to Purchase and Consent Statement, IPC is not undertaking and has not engaged in any negotiations, or entered into any transaction, board resolution, agreement in principle, or signed contract in response to the tender offer that relate to: a tender offer or other acquisition of IPC's preferred stock by IPC, its subsidiaries or any other filing person; an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving IPC or any of its subsidiaries; a sale or transfer of a material amount of assets of IPC or any of its subsidiaries; or any material change in the present capitalization or dividend policy of IPC. ITEM 8. ADDITIONAL INFORMATION. None. ITEM 9. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - --------------------- ----------- (a)(1)(i) Offer to Purchase and Consent Statement (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO of Illinois Power Company, Illinova Corporation and Dynegy Inc. filed with the SEC on February 25, 2002). (a)(1)(ii) Form of Letter of Transmittal and Consent (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO of Illinois Power Company, Illinova Corporation and Dynegy Inc. filed with the SEC on February 25, 2002). (a)(1)(iii) Form of Letter to Preferred Shareholders of Illinois Power Company (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO of Illinois Power Company, Illinova Corporation and Dynegy Inc. filed with the SEC on February 25, 2002). (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(iv) to the Schedule TO of Illinois Power Company, Illinova Corporation and Dynegy Inc. filed with the SEC on February 25, 2002). (a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(v) to the Schedule TO of Illinois Power Company, Illinova Corporation and Dynegy Inc. filed with the SEC on February 25, 2002). (a)(1)(vi) Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit (a)(1)(vi) to the Schedule TO of Illinois Power Company, Illinova Corporation and Dynegy Inc. filed with the SEC on February 22, 2002). (a)(1)(vii) Schedule TO (incorporated by reference to the Schedule TO of Illinois Power Company, Illinova Corporation and Dynegy Inc. filed with the SEC on February 25, 2002).
2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct. Dated: February 25, 2002 ILLINOIS POWER COMPANY By: /s/ STEPHEN W. BERGSTROM -------------------------------------- Name: Stephen W. Bergstrom -------------------------------------- Title: Chief Executive Officer --------------------------------------
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (a)(1)(i) Offer to Purchase and Consent Statement (incorporated by reference). (a)(1)(ii) Form of Letter of Transmittal and Consent (incorporated by reference). (a)(1)(iii) Form of Letter to Preferred Shareholders of Illinois Power Company (incorporated by reference). (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference). (a)(1)(v) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference). (a)(1)(vi) Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference). (a)(1)(vii) Schedule TO (incorporated by reference).
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