SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Illinois Power Company
(Name of issuer)
Serial Preferred Stock, no par value
(Title of class of securities)
452092-85-1
452092-83-6
452092-81-0
(CUSIP number)
Louise M. Parent, Esq.
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
(212) 640-2000
(Name, address and telephone number of person authorized
to receive notices and communications)
February 1, 1995
(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check
the following line
____
Check the following line if a fee is being paid with this statement
____
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SCHEDULE 13D
CUSIP NO. 452092-85-1 452092-83-6
452092-81-0
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Express Financial Corporation
(formerly IDS Financial Corporation)
13-3180631
2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
(A) ____ (B) X
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
____
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER 38,329
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER 165,840
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER 38,329
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER 165,840
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
204,169
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
____
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.7%
14) TYPE OF REPORTING PERSON
CO, IA
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SCHEDULE 13D
CUSIP NO. 452092-85-1 452092-83-6
452092-81-0
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Express Travel Related Services Company, Inc.
13-3133497
2) CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP
(A) ____ (B) X
3) SEC USE ONLY
4) SOURCE OF FUNDS
Not applicable.
5) CHECK LINE IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
____
6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER -0-
8) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER 165,840
9) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER -0-
10) NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER 165,840
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,840
12) CHECK LINE IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
____
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
14) TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer.
This statement relates to the Serial Preferred Stock, no par value
(the "Preferred Stock") of Illinois Power Company an Illinois corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 500
South 27th Street, Decatur, Illinois 62525.
None of American Express Financial Corporation ("AEFC"), American
Express Travel Related Services Company, Inc. ("TRS") or American Express
Company ("American Express"), concedes that it is a beneficial owner of more
than five percent of a class of equity securities of the Issuer and each is
filing this Statement as a protective filing.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is filed by AEFC, a Delaware
corporation and a wholly-owned subsidiary of American Express, and TRS, a New
York corporation and a wholly-owned subsidiary of American Express. The
principal business of American Express is providing travel related services,
financial advisory services and international banking services throughout the
world. The principal business of TRS is providing travel related services.
The principal business of AEFC is to provide a variety of financial products
and services to individuals, businesses and institutions. The address of the
principal business and principal office for both American Express and TRS is
American Express Tower, World Financial Center, New York, New York 10285. The
address of the principal business and principal office of AEFC is IDS Tower
10, Minneapolis, Minnesota 55440.
The name, residence or business address, present principal occupation
or employment, and the name, principal business and address of any corporation
or other organization in which such employment is conducted, and citizenship,
of each executive officer and director of American Express, TRS and AEFC are
set forth in Exhibits 1, 2 and 3, respectively, and are incorporated herein by
reference.
(d), (e) Neither American Express, TRS or AEFC, nor, to the
best of their knowledge, any of the current directors or executive officers of
American Express, TRS or AEFC have during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
The event requiring this filing was a sale of 29,076 shares of
Illinois Power Serial Preferred Stock, no par value (Series P) by or on behalf
of TRS and AEFC.
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Item 4. Purpose of Transaction.
On February 1, 1995, 29,076 shares of the Preferred Stock were sold
on the New York Stock Exchange for $100.00 per share, resulting in aggregate
proceeds of $2,907,600 to TRS and AEFC. The shares were sold by or on behalf
of TRS and AEFC in the ordinary course of the management of their investment
portfolios.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, AEFC beneficially owned 204,169 shares of
the Preferred Stock (which includes 38,329 shares owned by a subsidiary of
AEFC) representing approximately 14.7% of the outstanding shares of the
Preferred Stock (based on 1,392,550 shares outstanding in the Issuer's
Information Statement and 1994 Annual Report to Shareholders). As of the date
hereof, TRS beneficially owned 165,840 shares of the Preferred Stock,
representing approximately 11.9% of the outstanding shares of the Preferred
Stock. As described in Item 5(b), AEFC and TRS may be deemed to share voting
and investment power with respect to certain shares of the Preferred Stock.
American Express disclaims beneficial ownership of all of the foregoing
shares. As of the date hereof, to the best knowledge of American Express,
AEFC and TRS, respectively, none of the executive officers or directors of
American Express, AEFC or TRS beneficially owned any shares of the Preferred
Stock.
(b) AEFC has the sole power to vote or direct the vote and to dispose
or to direct the disposition of 38,329 shares of the Preferred Stock referred
to in this Statement. TRS shares the power to vote or direct the vote and to
dispose or direct the disposition of 165,840 shares of the Preferred Stock
with AEFC.
(c) Except as described in Items 3 and 4, none of American Express,
AEFC, TRS or, to the best knowledge of American Express, AEFC or TRS,
respectively, any director or executive officer of American Express, AEFC or
TRS has effected any transaction in the shares of the Preferred Stock during
the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of the shares of the Preferred Stock.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
AEFC provides investment management and accounting services for TRS
in connection with certain securities, including the Preferred Stock, owned by
TRS. Except as described in Item 5(b) above, and the preceding sentence, none
of American Express, TRS and AEFC, or, to the best knowledge of American
Express, TRS and AEFC, any of the executive officers or directors of American
Express, TRS and AEFC, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with each other or with any other person
with respect to any securities of the Issuer, including but not limited to the
transfer or voting of any of the shares of the Preferred Stock, finder's fees,
joint ventures, loan or option arrangement, puts or call, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Information with respect to executive officers and
directors of American Express.
2. Information with respect to executive officers and
directors of TRS.
3. Information with respect to executive officers and
directors of AEFC.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1995
AMERICAN EXPRESS TRAVEL RELATED
SERVICES COMPANY, INC.
By: /s/ Stephen P. Norman
Name: Stephen P. Norman
Title: Secretary
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 19, 1995
AMERICAN EXPRESS FINANCIAL
CORPORATION
By: /s/ Robert F. Erdman
Name: Robert F. Erdman
Title: Assistant Treasurer
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EXHIBIT INDEX
EXHIBIT
1. Information with respect to
executive officers and directors of
American Express.
2. Information with respect to executive
officers and directors of TRS.
3. Information with respect to executive
officers and directors of AEFC.
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EXHIBIT 1
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF AMERICAN EXPRESS
The following information sets forth the name, business address
and present principal occupation of each of the directors and executive
officers of American Express. Except as indicated below, the business address
of each director and executive officer of American Express is American Express
Tower, World Financial Center, New York, New York 10285. Each of the
directors and executive officers of American Express, with the exception of
David M. Culver and F. Ross Johnson who are citizens of Canada, is a citizen
of the United States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Anne L. Armstrong Chairman of the Board of Trustees
Center for Strategic and International Studies
P.O. Box 1358
Kingsville, Texas 78364
Edwin L. Artzt Chairman of the Board and Chief
Executive Officer
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202-3315
William G. Bowen President
The Andrew W. Mellon Foundation
140 East 62nd Street
New York, New York 10021
David M. Culver Chairman
CAI Capital Corporation
3429 Drummond Street
Suite 200
Montreal, Canada H3G 1X6
Charles W. Duncan Jr. Duncan Interests
600 Travis
Suite 6100
Houston, Texas 77002-3007
Richard M. Furlaud Bristol-Myers Squibb
150 E. 52nd Street - 12th Floor
New York, New York 10024
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Harvey Golub Chairman of the Board and Chief Executive
Officer
American Express Company
Beverly Sills Greenough Chairman
Lincoln Center for the Performing Arts
165 West 65th Street
9th Floor
New York, New York 10023
F. Ross Johnson Chairman and Chief Executive Officer
RJM Group
200 Galleria Parkway, N.W.
Suite 970
Atlanta, Georgia 30339
Vernon E. Jordan Jr. Senior Partner
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
Henry A. Kissinger Chairman
Kissinger Associates, Inc.
350 Park Avenue
26th Floor
New York, New York 10022
Drew Lewis Chairman and Chief Executive Officer
Union Pacific Corporation
Martin Tower
1170 Eighth Avenue
16th Floor
Bethlehem, Pennsylvania 18018
Aldo Papone Senior Advisor
American Express Company
Roger S. Penske Chairman and Chief Executive Officer
Detroit Diesel Corporation
13400 Outer Drive West
Detroit, Michigan 48239
Frank P. Popoff Chairman and Chief Executive Officer
The Dow Chemical Company
2030 Dow Center
Midland, Michigan 48674
Jeffrey E. Stiefler President
American Express Company
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EXECUTIVE OFFICERS OF AMERICAN EXPRESS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Roger H. Ballou President, Travel Services Group, U.S.A.
American Express Travel Related
Services Company, Inc.
Kenneth I. Chenault Vice Chairman, American Express Company;
President, U.S.A., American Express
Travel Related Services Company, Inc.
Steven D. Goldstein Chairman and Chief Executive Officer
American Express Bank Ltd.
R. Craig Hoenshell President, Travel Related Services,
International
American Express Travel Related
Services Company, Inc.
David R. Hubers President and Chief Executive Officer
American Express Financial Corporation
IDS Tower 10
Minneapolis, Minnesota 55440
Joseph W. Keilty Executive Vice President
American Express Company
Jonathan S. Linen Vice Chairman
American Express Company
Allen Z. Loren Executive Vice President and Chief
Information Officer
American Express Company
Michael P. Monaco Executive Vice President, Chief
Financial Officer and Treasurer
American Express Company
Louise M. Parent Executive Vice President and
General Counsel
American Express Company
Phillip J. Riese President, Cardmember Financial
Services Group, American Express
Travel Related Services Company, Inc.;
Chairman, American Express Centurion Bank
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Thomas O. Ryder President, Establishment Services Worldwide
American Express Travel Related
Services Company, Inc.
Thomas Schick Executive Vice President
American Express Company
Frank Skillern President, Consumer Card Group, U.S.
American Express Travel Related
Services Company, Inc.
Jeffrey E. Stiefler President
American Express Company
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EXHIBIT 2
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF TRS
The following information sets forth the name, business address and
present principal occupation of each of the directors and executive officers
of TRS. The business address of each director and executive officer of TRS is
American Express Tower, World Financial Center, New York, New York 10285.
Each of the directors and executive officers of TRS is a citizen of the United
States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Harvey Golub Chairman and Chief Executive officer
American Express Travel Related Services
Company, Inc.
Walter S. Berman Executive Vice President and Chief
Financial Officer
American Express Travel Related Services
Company, Inc.
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EXECUTIVE OFFICERS OF TRS WHO ARE NOT DIRECTORS
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Roger H. Ballou President, Travel Services Group, U.S.A.
American Express Travel Related Services
Company, Inc.
Kenneth I. Chenault President, U.S.A.
American Express Travel Related Services
Company, Inc.
R. Craig Hoenshell President, Travel Related Services,
International
American Express Travel Related Services
Company, Inc.
Bonnie J. Stedt Executive Vice President, Human Resources
American Express Travel Related Services
Company, Inc.
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EXHIBIT 1
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS
AND DIRECTORS OF AEFC
The following information sets forth the name, business address and
present principal occupation of each of the directors and executive officers
of AEFC. Except as indicated below, the business address of each director and
executive officer of AEFC is IDS Tower 10, Minneapolis, Minnesota 55440. Each
of the directors and executive officers of AEFC is a citizen of the United
States.
BUSINESS ADDRESS AND PRESENT
NAME PRINCIPAL OCCUPATION
Jeffrey E. Stiefler President
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
William H. Dudley Executive Vice President, Investment
Operations
American Express Financial Corporation
Harvey Golub Chairman and Chief Executive Officer
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
Peter J. Anderson Senior Vice President, Investments
American Express Financial Corporation
Karl J. Breyer Senior Vice President, Corporate Affairs
and General Counsel
American Express Financial Corporation
James E. Choat Senior Vice President, Field Management
American Express Financial Corporation
Roger S. Edgar Senior Vice President and
Technology Advisor
American Express Financial Corporation
Gordon L. Eid Senior Vice President and Deputy
General Counsel
American Express Financial Corporation
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Louis C. Fornetti Senior Vice President and Chief
Financial Officer
American Express Financial Corporation
David R. Hubers President and Chief Executive Officer
American Express Financial Corporation
Marietta L. Johns Senior Vice President, Field Management
American Express Financial Corporation
Susan D. Kinder Senior Vice President, Human Resources
American Express Financial Corporation
Richard W. Kling Senior Vice President, Risk Management
Products
American Express Financial Corporation
Steven C. Kumagai Senior Vice President, Field Management
and Business Systems
American Express Financial Corporation
Peter A. Lefferts Senior Vice President, Corporate Strategy
and Development
American Express Financial Corporation
Douglas A. Lennick Executive Vice President, Private Client
Group
American Express Financial Corporation
Jonathan S. Linen Vice Chairman
American Express Company
American Express Tower
World Financial Center
New York, New York 10285
James A. Mitchell Executive Vice President, Marketing
and Products
American Express Financial Corporation
Barry J. Murphy Senior Vice President, Client Service
American Express Financial Corporation
Erven A. Samsel Senior Vice President, Field Management
American Express Financial Corporation
Fenton R. Talbott Senior Vice President, Financial Products
and Strategy
American Express Travel Related Services
Company, Inc.
American Express Tower
World Financial Center
New York, New York 10285
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John R. Thomas Senior Vice President, Information and
Technology
American Express Financial Corporation
Norman Weaver Jr. Senior Vice President, Field Management
American Express Financial Corporation
William N. Westhoff Senior Vice President and Global Chief
Investment Officer
American Express Financial Corporation
Michael R. Woodward Senior Vice President, Field Management
American Express Financial Corporation
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