-----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, DiT6Sdawi1awdlKmaPAOYGebL+yP8J2t9jGiQSgOd63wqcw+zbmn/wxz02pGWU4t 1VT0F06gSIdyB+s1tYfPDA== 0000912057-02-010144.txt : 20020415 0000912057-02-010144.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-010144 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020315 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: 02576560 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 a2073534zscto-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. 5) 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 $7409 ---------------------------------------------------------------- * 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 Date Filed: October 22, 2002, 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 5 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 communication sent on March 14, 2002 to holders of IPC's preferred shares of record as of February 20, 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)(vii) Communication sent on March 14, 2002 to holders of IPC's preferred shares as of February 20, 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. 5 to Schedule TO is true, complete and correct. Dated: March 15, 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)(vii) Communication sent on March 14, 2002 to holders of IPC's preferred shares as of February 20, 2002*
- ---------- * Filed herewith. EX-1.A 3 a2073534zex-1_a.txt EX-1-A
NOTICE TO ILLINOIS POWER COMPANY PREFERRED SHAREHOLDERS YOUR RESPONSE IS IMPORTANT ILLINOVA CORPORATION ILLINOIS POWER COMPANY OFFER TO PURCHASE FOR CASH CONSENT SOLICITATION WITH RESPECT TO ITS ANY AND ALL SHARES OF PREFERRED STOCK PREFERRED STOCK OF ILLINOIS POWER COMPANY 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 - --------------------------------------------------------------------------------------------------------------------------- The tender offer, the consent solicitation and your withdrawal rights will expire at 12:00 midnight, New York City time, on Friday, March 22, 2002, the expiration date. Illinova may extend the expiration date by giving oral or written notice of such extension to the Depositary and by making a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. - --------------------------------------------------------------------------------------------------------------------------- On February 25, 2002, Mellon Investor Services mailed you information regarding Illinova Corporation's offer to purchase for cash all shares of preferred stock of Illinois Power Company and Illinois Power Company's consent solicitation with respect to its preferred stock and a letter of transmittal and consent for you to tender and/or consent your shares. Mellon Investor Services, the Depositary and Information Agent for the tender offer and consent solicitation, must receive your letter of transmittal and consent by 12:00 midnight, New York City time, on Friday, March 22, 2002 for your tender and/or consent to be valid. You may both tender and consent with respect to your shares, consent only, or tender only. The tender offer is conditioned upon, among other things, the valid consent of at least two-thirds of holders of the preferred stock, voting together as one class. If you do not tender or consent and the tender offer closes, you will receive no consideration. If you have already mailed your letter of transmittal and consent to Mellon Investor Services, please disregard this notice - your prompt attention is appreciated. IF YOU CANNOT LOCATE YOUR LETTER OF TRANSMITTAL AND CONSENT OR HAVE ANY QUESTIONS REGARDING HOW TO TENDER OR CONSENT, PLEASE CALL MELLON INVESTOR SERVICES AT 1-800-982-7650 IMMEDIATELY SO THAT YOU DO NOT LOSE YOUR RIGHT TO TENDER OR CONSENT.
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