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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
_________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO Section 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 21, 1998
Illinois Power Special Purpose Trust
(Issuer of Securities)
Illinois Power Securitization Limited Liability Company
(Depositor of the Trust)
(Exact Name of Registrant as Specified
in its Certificate of Formation)
Delaware 333-63537 37-1376566
(State or Other (Commission File Number -- (IRS Employer
Jurisdiction of Incorporation Registration No. under the Identification No.)
or Organization) Securities Act of 1933)
500 South 27th Street, Decatur, Illinois 62521
(Address of Principal Executive Offices of Registrant)
(217) 450-2435
(Registrant's Telephone Number, including area code)
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ITEM 5. OTHER EVENTS.
Registrant is filing as Exhibit 25 a corrected copy of the Form
T-1, Statement of Eligibility Under the Trust Indenture Act of 1939, of
Harris Trust and Savings Bank, which was originally filed as Exhibit 25 to
the Registration Statement on Form S-3, as amended (Registration No.
333-63537) filed by Illinois Power Special Purpose Trust and Registrant in
connection with the registration of $864,000,000 of Transitional Funding
Trust Notes (the "Notes") to be issued and sold by Illinois Power Special
Purpose Trust. The correction to the Form T-1 shows that Illinois Power
Special Purpose Trust, the Note Issuer with respect to the Notes, is the
"Obligor."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
(25) Form T-1 of Harris Trust and Savings Bank.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
ILLINOIS POWER SECURITIZATION
LIMITED LIABILITY COMPANY
By: /s/ ERIC B. WEEKES
-----------------------------------------
Name: Eric B. Weekes
Title: Manager
Dated: December 21, 1998
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EXHIBIT INDEX
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EXHIBIT NUMBER EXHIBIT DESCRIPTION
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25 Form T-1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility
of a Trustee Pursuant to Section 305(b)(2) ______
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Rory Nowakowski, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-5180 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
Illinois Power Special Purpose Trust
(exact name of Obligor)
Delaware 37-1376566
(State of Incorporation) (I.R.S. Employer Identification No.)
c/o First Union Trust Company, National Association
1 Rodney Square
920 King Street
Wilmington, DE 19801
(Address of principal executive offices)
Transitional Funding Trust Notes
(Title of indenture securities)
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1. GENERAL INFORMATION. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164 West
Jackson Boulevard, Chicago, Illinois; Federal Deposit Insurance
Corporation, Washington, D.C.; The Board of Governors of the Federal
Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. through 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee as now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in effect and
includes the authority of the Trustee to commence business and to exercise
corporate trust powers was filed in connection with the Registration
Statement of Louisville Gas and Electric Company, File No. 2-44295, and is
incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in connection with
the Registration Statement of Commercial Federal Corporation, File No.
333-20711, and is incorporated herein by reference.
3. The consents of the Trustee required by Section 321(b) of the Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
(included as Exhibit B on page 3 of this statement)
1
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 22nd day of December, 1998.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Rory Nowakowski
---------------------------------
Rory Nowakowski
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ Rory Nowakowski
---------------------------------
Rory Nowakowski
Assistant Vice President
2
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EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of September 30, 1998, as published in accordance with
a call made by the State Banking Authority and by the Federal Reserve Bank of
the Seventh Reserve District.
[HARRIS BANK LOGO]
HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on September 30, 1998, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner of
Banks and Trust Companies of the State of Illinois and by the Federal Reserve
Bank of this District.
Bank's Transit Number 71000288
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THOUSANDS
ASSETS OF DOLLARS
CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS:
NON-INTEREST BEARING BALANCES AND CURRENCY AND COIN............... $1,097,714
INTEREST BEARING BALANCES......................................... $213,712
SECURITIES:............................................................
A. HELD-TO-MATURITY SECURITIES $0
B. AVAILABLE-FOR-SALE SECURITIES $5,036,734
FEDERAL FUNDS SOLD AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL $48,950
LOANS AND LEASE FINANCING RECEIVABLES:
LOANS AND LEASES, NET OF UNEARNED INCOME.......................... $9,111,098
LESS: ALLOWANCE FOR LOAN AND LEASE LOSSES........................ $104,900
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LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND RESERVE
(ITEM 4.a MINUS 4.b).............................................. $9,006,198
ASSETS HELD IN TRADING ACCOUNTS........................................ $202,008
PREMISES AND FIXED ASSETS (INCLUDING CAPITALIZED LEASES)............... $245,290
OTHER REAL ESTATE OWNED................................................ $365
INVESTMENTS IN UNCONSOLIDATED SUBSIDIARIES AND ASSOCIATED COMPANIES.... $41
CUSTOMER'S LIABILITY TO THIS BANK ON ACCEPTANCES OUTSTANDING........... $34,997
INTANGIBLE ASSETS...................................................... $260,477
OTHER ASSETS........................................................... $1,148,163
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TOTAL ASSETS $17,294,649
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LIABILITIES
DEPOSITS:
IN DOMESTIC OFFICES............................................... $9,467,895
NON-INTEREST BEARING........................................... $2,787,471
INTEREST BEARING............................................... $6,680,424
IN FOREIGN OFFICES, EDGE AND AGREEMENT SUBSIDIARIES, AND IBF'S.... $1,268,759
NON-INTEREST BEARING........................................... $23,329
INTEREST BEARING............................................... $1,245,430
FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO
REPURCHASE IN DOMESTIC OFFICES OF THE BANK AND OF ITS EDGE AND
AGREEMENT SUBSIDIARIES, AND IN IBF'S:
FEDERAL FUNDS PURCHASED & SECURITIES SOLD UNDER AGREEMENTS TO
REPURCHASE............................................................. $3,118,548
TRADING LIABILITIES
OTHER BORROWED MONEY:.................................................. 110,858
a. WITH REMAINING MATURITY OF ONE YEAR OR LESS $1,202,050
b. WITH REMAINING MATURITY OF MORE THAN ONE YEAR $0
BANK'S LIABILITY ON ACCEPTANCES EXECUTED AND OUTSTANDING $34,997
SUBORDINATED NOTES AND DEBENTURES...................................... $225,000
OTHER LIABILITIES...................................................... $530,224
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TOTAL LIABILITIES $15,958,331
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EQUITY CAPITAL
COMMON STOCK........................................................... $100,000
SURPLUS................................................................ $604,834
a. UNDIVIDED PROFITS AND CAPITAL RESERVES............................. $580,271
b. NET UNREALIZED HOLDING GAINS (LOSSES) ON AVAILABLE-FOR-SALE $51,213
SECURITIES
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TOTAL EQUITY CAPITAL $1,336,318
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL.... $17,294,649
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I, Pamela Piarowski, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
10/29/98
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and, to the best of our
knowledge and belief, has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and the
Commissioner of Banks and Trust Companies of the State of Illinois and is true
and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
CHARLES SHAW
Directors.
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