-----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, BGLuOvennvOtItKTw313l7MU2Uk08bXh6BRCrZwc/aPkae3vVRTeS0RUGBKpW+bX j3YHd4645hvtJegzAyDqRg== 0000912057-02-007744.txt : 20020414 0000912057-02-007744.hdr.sgml : 20020414 ACCESSION NUMBER: 0000912057-02-007744 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020227 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 TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-10419 FILM NUMBER: 02559305 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: ILLINOVA CORP CENTRAL INDEX KEY: 0000914755 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 371319890 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: C/O DYNEGY INC STREET 2: 1000 LOUISIANA STREET CITY: DECATUR STATE: IL ZIP: 62525-1805 BUSINESS PHONE: 2174246600 MAIL ADDRESS: STREET 1: 500 SOUTH 27TH ST STREET 2: 500 SOUTH 27TH ST CITY: DECATUR STATE: IL ZIP: 62525-1905 FORMER COMPANY: FORMER CONFORMED NAME: IP HOLDING CO DATE OF NAME CHANGE: 19931115 SC TO-C 1 a2072080zscto-c.txt SC TO-C SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) ILLINOIS POWER COMPANY (Name of Subject Company) ILLINOIS POWER COMPANY (ISSUER) ILLINOVA CORPORATION (OFFEROR) DYNEGY INC. (OFFEROR) (Names of Filing Persons) 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) KENNETH E. RANDOLPH DYNEGY INC. 1000 LOUISIANA, SUITE 5800 HOUSTON, TEXAS 77002 (713) 507-6400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) WITH A COPY 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 CALCULATION OF FILING FEE ----------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee ----------------------------------------------------------------------- $37,046,426 $7,409 ----------------------------------------------------------------------- * Fee paid previously. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the transaction value. The transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each series of preferred stock listed above pursuant to the tender offer described in the Offer to Purchase and Consent Statement filed as Exhibit (a)(1)(i) hereto. The purchase price for the outstanding shares is $37,046,426. |X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $7,409 Filing Parties: ILLINOIS POWER COMPANY ------------ (ISSUER), ILLINOVA CORPORATION (OFFEROR) AND DYNEGY INC. (OFFEROR) -------------------------- Form or Registration No.: SCHEDULE TO 2002 Date Filed: OCTOBER 22, 2001, FEBRUARY 25, 2002 --------------------- ------------------------------
|_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4. |X| going-private transaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: INTRODUCTORY STATEMENT This Amendment 4 to Tender Offer Statement on Schedule TO (the "Schedule TO") is being filed with the Securities and Exchange Commission (the "Commission") by Illinois Power Company, an Illinois corporation ("IPC"), Illinova Corporation, an Illinois corporation ("Illinova"), and Dynegy Inc., an Illinois corporation ("Dynegy"), in connection with a tender offer by Illinova and Dynegy for any and all of IPC's outstanding cumulative preferred stock. Terms not otherwise defined herein have the meanings ascribed to them in the Offer to Purchase and Consent Statement filed as Exhibit (a)(1)(i) to Tender Offer Statement on Schedule TO, filed with the Commission by IPC, Illinova and Dynegy on February 25, 2002. The information set forth in the Press Release, dated February 26, 2002, issued by Dynegy Inc. and in the advertisement appearing in the Wall Street Journal on February 26, 2002 hereby is incorporated by reference in response to the items of this Schedule TO. ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented to add thereto the following: EXHIBIT NUMBER DESCRIPTION - -------- ------------ (a)(1)(viii) Press Release issued by Dynegy Inc., dated February 26, 2002* (a)(1)(ix) Advertisement appearing in the Wall Street Journal on February 26, 2002* - ---------------- * Filed herewith. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule TO is true, complete and correct. Dated: February 27, 2002 ILLLINOIS POWER COMPANY By: /s/ STEPHEN W. BERGSTROM --------------------------------- Name: Stephen W. Bergstrom Title: Chief Executive Officer ILLINOVA CORPORATION By: /s/ STEPHEN W. BERGSTROM --------------------------------- Name: Stephen W. Bergstrom Title: Executive Vice President DYNEGY INC. By: /s/ STEPHEN W. BERGSTROM --------------------------------- Name: Stephen W. Bergstrom Title: President and Chief Operating Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------- ------------ (a)(1)(viii) Press Release issued by Dynegy Inc., dated February 26, 2002* (a)(1)(ix) Advertisement appearing in the Wall Street Journal on February 26, 2002* - ---------------- * Filed herewith. EX-99.(A)(1)(VIII) 3 a2072080zex-99_a1viii.txt EXHIBIT 99.(A)(1)(VIII) Illinova Offering to Purchase Outstanding Shares of Cumulative Preferred Stock of Illinois Power Feb. 26, 2002--Illinova Corporation, a wholly owned subsidiary of Dynegy Inc. (NYSE:DYN), has commenced an offer to purchase for cash any and all outstanding shares of cumulative preferred stock of Illinois Power Company (NYSE:IPC), Dynegy's transmission and distribution subsidiary. Illinova is offering to purchase all series of preferred shares listed below, with a total par value of approximately $46 million for the applicable cash Purchase Price per share, plus an amount equal to any accrued, but unpaid, dividends up to, but not including, the settlement date. Concurrently, IPC's board of directors is soliciting the written consents in exchange for a Special Cash Payment of $1.00 per share to holders of shares of preferred stock as of Feb. 20, 2002, the record date, in connection with a proposal to amend IPC's articles of incorporation.
Total Consideration Special Cash (for Tender and Series CUSIP No. Purchase Price Payment Consent) - ------------------------------------------------------------------------------------------------------------------------- 4.08 % Cumulative 452092-20-8 $35.56 $1.00 $36.56 Preferred Stock - ------------------------------------------------------------------------------------------------------------------------- 4.20% Cumulative Preferred Stock 452092-30-7 $36.63 $1.00 $37.63 - ------------------------------------------------------------------------------------------------------------------------- 4.26% Cumulative Preferred Stock 452092-40-6 $37.17 $1.00 $38.17 - ------------------------------------------------------------------------------------------------------------------------- 4.42% Cumulative Preferred Stock 452092-50-5 $38.61 $1.00 $39.61 - ------------------------------------------------------------------------------------------------------------------------- 4.70% Cumulative Preferred Stock 452092-60-4 $41.11 $1.00 $42.11 - ------------------------------------------------------------------------------------------------------------------------- 7.75% Cumulative Preferred Stock 452092-79-4 $52.00 $1.00 $53.00 - -------------------------------------------------------------------------------------------------------------------------
Shareholders of record on Feb. 20, 2002 may provide the written consent in exchange for the Special Cash Payment without tendering their shares. The tender and consent should provide IPC with greater financing flexibility and is another step toward improving its corporate financial structure. The tender offer and consent solicitation commenced on Monday, Feb. 25, 2002, and are scheduled to expire at midnight, New York time on Friday, March 22, 2002, unless extended. Both are conditioned upon, among other things, the approval of the proposed amendment by holders of at least two-thirds of all outstanding shares of all series of preferred stock, voting together as one class. Depending on the number of shares tendered in the tender offer, IPC's preferred stock may be delisted from the NYSE in a going private transaction. Investors should read Illinova's tender offer statement on Schedule TO and Schedule 14A filed with the SEC in connection with the tender offer. The Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation is Merrill Lynch & Co., 888/654-8637. The Depositary and Information Agent is Mellon Investor Services LLC, 800/982-7650. 1 Certain statements included in this news release are intended as "forward-looking statements." These statements include assumptions, expectations, predictions, intentions or beliefs about future events. Dynegy and IPC caution that actual future results may vary materially from those expressed or implied in any forward-looking statements. Some of the key factors that could cause actual results to vary from those Dynegy and IPC expect include changes in commodity prices for energy products or services; the timing and extent of deregulation of energy markets in the U.S. and Europe; the effectiveness of Dynegy's risk management policies and procedures and the creditworthiness of customers and counterparties; the liquidity and competitiveness of wholesale trading markets for energy commodities, including the impact of electronic or online trading in these markets; operational factors affecting Dynegy's power generation facilities; uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting Dynegy's and IPC's business, including litigation relating to the terminated merger with Enron; general political, economic and financial market conditions; and any extended period of war or conflict involving the United States or Europe. More information about the risks and uncertainties relating to these forward-looking statements are found in Dynegy's SEC filings, which are available free of charge on the SEC's Web site at http://www.sec.gov. CONTACT: Dynegy Inc., Houston Media: John Sousa, Steve Stengel or Claudia Morlan, 713/767-5800 or Analysts: Arthur Shannon or Katie Pipkin, 713/507-6466 2 EX-99.(A)(1)(IX) 4 a2072080zex-99_a1ix.txt EXHIBIT 99.(A)(1)(IX) This announcement is neither an offer to purchase nor a solicitation of an o ffer to sell shares of Illinois Power Company's cumulative preferred stock. The tender offer is made solely by the Offer to Purchase and Consent Statement, dated February 25, 2002, and the related Letters of Transmittal and Consent, and is being made to all holders of shares of preferred stock of the series listed below. The tender offer is not being made to and Illinova Corporation will not accept tenders from holders of shares in any jurisdiction where the making of the tender offer or the acceptance thereof would not be in compliance with the securities, "blue sky" or other laws of such jurisdiction. If Illinova Corporation 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 Corporation will make a good faith effort to comply with such law. In any jurisdiction where 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 behalf of Illinova Corporation by Merrill Lynch, Pierce, Fenner & Smith Incorporated or one or more registered brokers or dealers licensed under the laws of such jurisdiction. ILLINOVA CORPORATION NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF THE SERIES OF PREFERRED STOCK LISTED BELOW OF ILLINOIS POWER COMPANY AND ILLINOIS POWER COMPANY NOTICE OF SOLICITATION OF CONSENTS WITH RESPECT TO ANY AND ALL OUTSTANDING SHARES OF PREFERRED STOCK OF THE FOLLOWING SERIES
TOTAL CONSIDERATION SPECIAL CASH (FOR TENDER SERIES CUSIP NO. PURCHASE PRICE PAYMENT AND CONSENT - ------ --------- -------------- ------- ----------- 4.08% Cumulative Preferred Stock............... 452092-20-8 $35.56 $1.00 $36.56 4.20% Cumulative Preferred Stock............... 452092-30-7 $36.63 $1.00 $37.63 4.26% Cumulative Preferred Stock............... 452092-40-6 $37.17 $1.00 $38.17 4.42% Cumulative Preferred Stock............... 452092-50-5 $38.61 $1.00 $39.61 4.70% Cumulative Preferred Stock............... 452092-60-4 $41.11 $1.00 $42.11 7.75% Cumulative Preferred Stock............... 452092-79-4 $52.00 $1.00 $53.00
Illinova Corporation, or Illinova, a wholly owned subsidiary of Dynegy Inc., invites you to tender your shares of cumulative preferred stock of the series listed above of Illinois Power Company, or IPC, upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Statement, dated February 25, 2002, and in the related Letters of Transmittal and Consent. Concurrently with the tender offer by Illinova, IPC's board of directors is soliciting the written consents of holders of the shares of preferred stock of the series listed above as of February 20, 2002, the record date, to a proposed amendment to a provision of IPC's articles of incorporation. If the amendment is approved, it would eliminate a provision of IPC's articles of incorporation that restricts IPC's ability to issue or assume unsecured debt. - -------------------------------------------------------------------------------- THE TENDER OFFER, THE CONSENT SOLICITATION AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MID-NIGHT, NEW YORK CITY TIME, ON FRIDAY, MARCH 22, 2002, THE EXPIRATION DATE, UNLESS EXTENDED. - -------------------------------------------------------------------------------- If the proposed amendment to IPC's articles of incorporation is approved by holders of record as of the record date of at least two-thirds of all outstanding shares of the series listed above voting together as one class, (i) each holder that is a record holder as of the record date that has, prior to the expiration date, validly tendered its shares and validly granted its consent will receive the total consideration, which is the applicable purchase price per share and the special cash payment per share listed above, (ii) each holder that is a record holder as of the record date that has, prior to the expiration date, validly granted its consent but has not validly tendered its shares will receive only the special cash payment for each such share, and (iii) each holder that is a record holder as of the record date that has, prior to the expiration date, validly tendered its shares but that has not validly granted its consent will receive only the applicable purchase price per share. A holder may grant a consent only if it is the holder of record as of the record date. Therefore, if the amendment is approved by holders of record as of the record date of at least two-thirds of all outstanding shares of the series listed above voting together as one class, a holder that acquired shares of IPC's preferred stock after the record date that has, prior to the expiration date, validly tendered its shares will receive the applicable purchase price per share but not the special cash payment. The tender offer for any one series of shares is not conditioned upon any minimum number of shares of a series of preferred stock being tendered and is independent of the tender offer for any other series. Upon and subject to the terms and conditions of the tender offer, and promptly after the expiration date, Illinova will accept and pay the purchase price for shares validly tendered and not withdrawn. Payment for all shares accepted, and for all consents granted, will be made by the Depositary after timely receipt by the Depositary of (i) certificates for, or a confirmation of a book-entry transfer of such shares into the Depositary's account at The Depository Trust Company with respect to, such shares, (ii) a properly completed and duly executed Letter of Transmittal and Consent with any required signature guarantees and (iii) any other required documents under the tender offer. In order to grant consents with respect to shares without tendering such shares for purchase, holders must deliver a properly completed and duly executed Letter of Transmittal and Consent with any required signature guarantees and any other required documents to the Depositary. A holder cannot use a single Letter of Transmittal and Consent to tender shares and to grant a consent with respect to other shares not being tendered. Holders must use the applicable Letter of Transmittal and Consent for each series of preferred stock. 1 Illinova may extend the expiration date with respect to any series of shares beyond the scheduled expiration date, but there can be no assurance that it will do so. Illinova also expressly reserves the right, in its sole discretion, to, among other things, terminate the tender offer and not accept for payment or pay for any shares tendered if all of the conditions of the tender offer have not been satisfied prior to the expiration date, and to amend the tender offer in any respect, in each case by giving oral or written notice of such termination or amendment to the Depositary and by making a public announcement thereof. Such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Illinova and IPC will pay the following fees to soliciting dealers: (i) Illinova and IPC will pay a fee to soliciting dealers of $0.75 per share for shares that are tendered and, if the proposed amendment is approved, in respect of which consents are validly granted (except that for transactions for beneficial owners whose ownership equals or exceeds 5,000 shares, Illinova and IPC will pay a soliciting dealer fee of $0.50 per share); (ii) IPC will pay a fee to soliciting dealers of $0.75 per share for shares in respect of which consents are validly granted but that are not tendered (except that for transactions for beneficial owners whose ownership equals or exceeds 5,000 shares, IPC will pay a soliciting dealer fee of $0.50 per share); and (iii) Illinova will pay a fee to soliciting dealers of $0.50 per share for shares that are tendered but in respect of which consents are not validly granted (except that for transactions for beneficial owners whose ownership equals or exceeds 5,000 shares, Illinova will pay a soliciting dealer fee of $0.25 per share). Tenders of shares may be withdrawn and consents may be revoked at any time on or prior to the expiration date pursuant to the procedures described in the Offer to Purchase and Consent Statement. To be effective, a written notice of withdrawal must be timely received by the Depositary and must specify certain information, including the holder's name and the number of shares to be withdrawn, as set forth in the Offer to Purchase and Consent Statement. If the shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with signatures guaranteed by an eligible institution (except with respect to shares tendered by an eligible institution) must be submitted prior to the release of such shares. Withdrawals may not be rescinded, and withdrawn shares will thereafter be deemed not validly tendered for purposes of the tender offer, but holders may thereafter re-tender shares at any time prior to the expiration date. Any consent that accompanies tendered shares that are withdrawn by the holder will not be considered revoked (and will be eligible for the special cash payment with respect thereto) unless such holder specifically revokes such consent. To revoke a consent, the holder must deliver an executed, written, dated revocation that clearly identifies the consent being revoked to the Depositary. A revocation may be in any written form validly signed by the holder as long as it clearly states that the consent previously granted is no longer effective. The revocation of consent with respect to any tendered shares will not cause such shares to be deemed to have been withdrawn. If a sufficient number of shares of a series of preferred stock is purchased in the tender offer, then IPC may seek to delist such series of preferred stock from the New York Stock Exchange (all series other than the 7.75% series are listed on the New York Stock Exchange) and may terminate the registration of such series under the Exchange Act, which may result in IPC "going private." The information required to be disclosed by Rule 14-6(d)(l) and Rule 13e-3(e)(l) of the General Rules and Regulations under the Exchange Act is contained in the Offer to Purchase and Consent Statement and is incorporated herein by reference. The Offer to Purchase and Consent Statement and the related Letters of Transmittal and Consent contain important information that should be read carefully before any decision is made with respect to the tender offer and consent solicitation. Questions regarding how to tender and/or consent and requests for additional copies of the Offer to Purchase and Consent Statement, applicable Letters of Transmittal and Consent, or other documents related to the tender offer or consent solicitation should be directed to the Information Agent and such documents will be furnished promptly at Illinova's expense. Questions regarding the terms of the tender offer or the consent solicitation should be directed to the Dealer Manager/Solicitation Agent. IPC has provided Illinova with IPC's list of holders and security position listings in respect of the shares for the purpose of disseminating the Offer to Purchase and Consent Statement, the Letters of Transmittal and Consent and other relevant materials to holders. The Offer to Purchase and Consent Statement, Letters of Transmittal and Consent and any other relevant materials will be mailed to holders of shares as of the record date whose names appear on IPC's list of holders and will be furnished, for subsequent transmittal to beneficial owners of shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names or the names of whose nominees appear on IPC's list of holders, or, where applicable, who are listed as participants in a clearing agency's security position listing. The Depositary and the Information Agent for the tender offer and consent solicitation is: MELLON INVESTOR SERVICES LLC 44 Wall Street, 7th Floor New York, New York 10005 Call Toll-Free: (800) 982-7650 The Dealer Manager and Solicitation Agent for the tender offer and consent solicitation is: MERRILL LYNCH & CO. 4 World Financial Center, 7th Floor New York, New York 10080 Attention: Liability Management Group Call Toll-Free: (888) ML4-TNDR (654-8637) February 26, 2002 2 -----END PRIVACY-ENHANCED MESSAGE-----