SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-3004
Illinois Power Company
Incentive Savings Plan
(Full title of the plan)
Illinois Power Company
500 South 27th Street
Decatur, Illinois 62525
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office.)
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
REPORT AND FINANCIAL STATEMENTS
DECEMBER 31, 1993
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
Index to Financial Statements and Supplementary Schedules
Page
Report of Independent Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1993 and 1992 2-3
Statement of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1993 and 1992 4-5
Notes to Financial Statements 6-9
Supplementary Information:
Schedule I - Schedule of Assets Held for Investment
Schedule II - Schedule of Reportable Transactions
NOTE: Schedules not included with this additional financial
data have been omitted because they are not applicable.
One Boatmaen's Plaza
St. Louis, MO 63101
Price Waterhouse
REPORT OF INDEPENDENT ACCOUNTANTS
June 27, 1994
To the Participants and Administrator
of the Illinois Power Company
Incentive Savings Plan
In our opinion, the accompanying statements of net assets
available for plan benefits and the related statements of
changes in net assets available for plan benefits present
fairly, in all material respects, the net assets available
for plan benefits of the Illinois Power Company Incentive
Savings Plan at December 31, 1993 and 1992 and the changes
in its net assets available for plan benefits for the years
then ended, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. Such information
has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/Price Waterhouse
Illinois Power Company
Incentive Savings Plan
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1993
ASSETS: Money Market Fund Guaranteed Investment Fund Equity Income
Fund Retirement Growth Fund Balanced Fund Stock Fund Loan Fund 1993 Total
Cash and Temporary Cash Investments $0 $50,118 $0 $0 $0 $27,771 $21,293 $99,182
Investments at Fair
Value 1,496,393 16,963,410 14,786,455 18,363,867 5,141,146 13,895,518 0 70,646,7
89
Total
Investments 1,496,393 17,013,528 14,786,455 18,363,867 5,141,146 13,923,289 21,2
93 70,745,971
Dividends & Interest Receivable 3,953 83,390 33 33 78 141 15 87,643
Employee Contributions Receivable 623 6,234 (61) 4,287 340 (127) 0 11,296
Employer Contributions Total
Receivable 0 0 0 0 0 1,038, Liabilities 0 1,213 0 0 0 1
121 0 1,038,121 2,504 0 13,717
Loans
Outstanding 0 0 0 0 0 0 3,0 NET ASSETS AVAILABLE FOR
52,950 3,052,950 PLAN BENEFITS
Pending Fund-to-Fund $1,496,987
Transfers (3,982) (10,231) $17,091,708
3,896 1,202 (18) 815 8,318 $14,790,323
0 $18,369,389
Other Assets $5,141,546
594 79,393 3,868 5,522 400 $14,949,735
1,038,950 3,061,283 4,190, $3,082,576
010 $74,922,264
Total
Assets 1,496,987 17,092,921
14,790,323 18,369,389 5,14
1,546 14,962,239 3,082,576
74,935,981
LIABILITIES: See Accompanying Notes to
Investment Purchases Financial Statements
Payable 0 0 0 0 0 3,947 0 3
,947
Other Accrued Expenses 0
1,213 0 0 0 8,557 0 9,770
Transfers (111,435) (131,047) 93,912 132,710 39,295 (15,449) (7,986) 0
Total
Assets 1,607,175 16,496,098 9,801,541 12,401,307 4,260,977 13,186,662 2,534,292
60,288,052
LIABILITIES:
Accrued Expenses 0 0 0 0 0 7,549 0 7,549
Total Liabilities 0 0 0 0 0 7,549 0 7,549
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,607,175
As of December 31, 1992 $16,496,098
$9,801,541
$12,401,307
$4,260,977
ASSETS: $13,179,113
Money Market Fund $2,534,292
Guaranteed Investment Fund $60,280,503
Equity Income Fund
Retirement Growth Fund
Balanced Fund
Stock Fund
Loan Fund
1992 TotalSee Accompanying Notes to
Investments at FairFinancial Statements
Value $1,714,000 $16,522,448 $9,707,629 $12,268,597 $4,221,682 $11,934,344 $2,50
8,350 $58,877,050
Dividends & Interest Receivable 4,610 102,568 0 0 0 0 33,928 141,106
Employee Contributions Receivable 0 2,129 0 0 0 0 0 2,129
Employer Contributions Receivable 0 0 0 0 0 1,267,767 0 1,267,767
Pending Fund-to-Fund
Interest
Income 45,736 1,109,665 751
1,124 490 2,627 37 1,160,4
ILLINOIS POWER COMPANY 30
INCENTIVE SAVINGS PLAN Loan
Interest 0 0 0 0 0 0 189,52
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS0 189,520
For the year Ended December 31, 1993 Net Change in Fair
Money Market Fund Guaranteed Investment Fund Equity Income Fund Retirement
Value of
Growth Fund Balanced Fund Stock Fund Loan Fund 1993 Total
Investments 2,045 (7,382) 1
Sources of Participants' Equity:,777,096 1,330,919 27,379 8
5,591 0 3,215,648
Contributions: 47,781 1,102,283 2,274,996
3,042,033 289,629 562,462
Employee $171,018 $1,750,818 $1,716,594 $2,397,133 $1,073,895 $67,671 $0
$7,177,189,557 7,508,741
129 Application of
Employer 0 0 0 0 0 1,662,448 0 1,662,448Participants'
Fund-to-Fund Equity:
Transfers (260,077) (1,724,784) 1,335,911 798,918 (374,373) (162,150) 386,555 0
Loan
Plan-to-Plan Repayments 0 0 0 0 0 0 28,9
Transfers (493) 678 (15,016) (7,679) 419 (59,429) 8,352 (73,168)31 28,931
(89,552) 26,712 3,037,489 3,188,372 699,941 1,508,540 394,907 8,766,409
Distributions to Active
Investment Activities: & Terminated
Dividend Income 0 0 497,149 1,709,990 261,760 474,244 0 2,943,143
Participants 68,417 518,636
323,518 262,323 109,001 27
3,043 7,945 1,562,883
Administrative &
Miscellaneous
Expenses 0 14,749 185 0 0 2
7,337 (696) 41,575
68,417 533,385 323,703 262
,323 109,001 300,380 36,180 ILLINOIS POWER COMPANY
1,633,389 INCENTIVE SAVINGS PLAN
Increase in Net Assets
Available for Plan STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Benefits (110,188) 595,610 For the Year Ended December 31, 1992
4,988,782 5,968,082 880,569 Money Market Fund Guaranteed Investment Fund
Equity Income Fund Retirement
1,770,622 548,284 14,641,7 Growth Fund Balanced Fund Stock Fund Loan Fund
1993 Total
61 Sources of Participants' Equity:
Net Assets Available for
Plan Benefits, Beginning of Contributions:
Year 1,607,175 16,496,098 9
,801,541 12,401,307 4,260,9 Employee $211,295 $2,176,766 $1,171,467
$1,862,006 $1,126,382 $0 $0 $6,547,916
77 13,179,113 2,534,292 60, Employer 0 0 0 0 0 1,851,645 0 1,851,645
280,503 Fund-to-Fund
NET ASSETS AVAILABLE FOR Transfers (307,473) (943,091) 229,071 267,785
449,555 (269,841) 573,994 0
PLAN BENEFITS, END OF Plan-to-Plan
YEAR $1,496,987 $17,091,708 Transfers 14,923 39,096 42,200 95,587 25,140
39,700 22,229 278,875
$14,790,323 $18,369,389 $5 (81,255) 1,272,771 1,442,738 2,225,378
1,601,077 1,621,504 596,223 8,678,436
,141,546 $14,949,735 $3,082 Investment Activities:
,576 $74,922,264 Dividend Income 0 0 330,276 2,218,659
203,003 416,283 0 3,168,221
See Accompanying Notes to
Financial Statements
Interest 60 18,641 104,331 10,449 46
Income 62,342 1,199,618 0 0 2,515
0 0 0 1,261,960 Increase in Net Assets
Loan Available for Plan
Interest 0 0 0 0 0 0 188,27 Benefits (45,571) 2,340,514
7 188,277 2,537,284 3,275,665 1,830,
Net Change in Fair 710 1,225,191 774,051 11,93
Value of 7,844
Investments 0 0 837,871 (1, Net Assets Available for
071,412) 45,271 (708,265) 0 Plan Benefits, Beginning of
(896,535) Year 1,652,746 14,155,584 7
62,342 1,199,618 1,168,147 ,264,257 9,125,642 2,430,26
1,147,247 248,274 (291,982 7 11,953,922 1,760,241 48,3
) 188,277 3,721,923 42,659
Application of NET ASSETS AVAILABLE FOR
Participants' PLAN BENEFITS, END OF
Equity: YEAR $1,607,175 $16,496,098
Distributions to Active $9,801,541 $12,401,307 $4,
& Terminated 260,977 $13,179,113 $2,534,
Participants 26,658 122,080 292 $60,280,503
73,601 96,960 18,641 78,80
3 10,449 427,192
Administrative
Fees 0 9,795 0 0 0 25,528 0
35,323
26,658 131,875 73,601 96,9 See Accompanying Notes to
Financial Statements
deduction up to the legal dollar limit.
Participants may
also make after-tax contributions in cash or by
payroll
ILLINOIS POWER COMPANY deduction. Total contributions are limited
to the
INCENTIVE SAVINGS PLAN applicable percentage limit set by law. A
participant may
also "roll-over" into the Plan amounts
previously invested
in another retirement plan.
NOTES TO FINANCIAL STATEMENTS
There are six investment funds maintained by the
NOTE 1 - DESCRIPTION OF PLAN: Trustee, the Money Market Fund, the Guaranteed
Investment
Fund, the Equity Income Fund, the Retirement
Growth Fund,
the Balanced Fund, and the Stock Fund.
Participants have
General: the option of directing their contributions into
any or all
of the funds in the proportions they choose.
They may change their direction otions or transfer amoutns from fund to fund on
a monthly basis.
options or transfer amounts from fund
Plan) is sponsored by Illinois Power Company (the Company).to fund on a monthly
basis.
The Plan became effective as of June 1, 1984, and is
administered by the Company. Assets of the Plan are held
The Company contributes a monthly matching contribution
and managed by State Street Bank and Trust Company ofto the Plan equal to 25% of
the first $160 of the
Boston, Massachusetts (the Trustee), as trustee andparticipants' monthly
before-tax contributions. All Company
custodian. The purpose of the Plan is to enablematching contributions are paid
in shares of Illinois Power
participants to defer federal income tax on a portion ofCompany common stock and
are contained in the Stock Fund.
their salaries as allowed by the Internal Revenue Code. TheDividends on stock
held in the Stock Fund are reinvested for
Plan is subject to and in compliance with the provisions ofthe participants in
additional shares of the Company's
the Employee Retirement Income Security Act of 1974 (ERISA)common stock.
as amended.
Participation:
All salaried employees of the Company are eligible to
participate in the Plan. Participation is voluntary. Upon
termination of employment with the Company, active
participation ceases. Former employees can choose to
liquidate their accounts or to leave them in the Plan.
Earnings will continue to accrue on undistributed accounts.
All accounts, whether for active or former employees, are
fully vested.
Plan Amendment:
In March, 1993, the Plan was amended to add an Illinois
Power Stock Fund to the available investment options.
Effective April 1, 1993, participants are able to direct any
or all of their contributions to this fund, which invests in
Illinois Power Company common stock.
Contributions:
Participants may make before-tax contributions by payroll
The Company has an Incentive Compensation
arrangement in
which employees can earn cash and Company stock if the
Company achieves specified performance goals. Shares
awarded under the Incentive Compensation arrangement are
held in the Stock Fund. Dividends earned on these shares
are reinvested in Company stock and allocated to
participants' accounts in the Stock Fund.
Shares previously held in the Tax Reduction Act Stock
Ownership Plan (TRASOP), which was eliminated in 1988, are
also held in the Stock Fund.
ESOP: the form of cash and/or
Company common stock.
In October 1990, the Board
of Directors authorized Loans:
amendments to the Incentive
Savings Plan to provide for
The Plan allows participants to borrow from their before-
the implementation of and
tax and TRASOP accounts an amount not to exceed 50% of those
Employee Stock Ownership
account balances. Interest is charged on these loans at a
Plan (ESOP) arrangement.
rate commensurate with interest rates charged by persons in
Under this arrangement, the
the business of lending money for similar type loans. The
Company, pursuant to
period of repayment ranges from 1 to 10 years. Loan
authorization granted by the
repayments are made by payroll deductions authorized by the
ICC, loaned $35 million to
participant and by optional cash payments. Interest paid on
the Trustee of the ESOP in
the loan is credited to the participant's account. The
January 1991. The loan
Trustee maintains a Loan Fund to hold the balances of
proceeds were used to
participants' loans.
purchase 2,049,975 shares of
the Company's common stock
on the open market. These
shares are held in the ESOP
and are allocated to the
accounts of eligible
participating employees as
they are earned through the
Match or Incentive
Compensation features of the
Plan.
As of December 31, 1993,
86,154 and 120,485 shares
have been allocated to
salaried employees for
Company Match and Incentive
Compensation, respectively.
Distributions:
Distributions as provided
for in the Plan are made to
Plan participants or their
beneficiaries no later than
120 days following the close
of the Plan year in which
the terminated participant
reaches age 65 unless an
earlier distribution is
requested. All
distributions are made in
Plan Termination:
It is expected that the Plan will be continued, but the
right to amend, modify or terminate the Plan is reserved by
the Company provided that such action does not retroactively
and adversely affect the rights of any participant or
beneficiary under the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
In accordance with
generally accepted
accounting principles,
Basis of Accounting: these payments are not a
liability of the plan at
The accompanying Plan December 31, 1993.
financial statements are However, the Department of
prepared on the accrual Labor requires these
basis of accounting. payments to be recorded as
a liability on the Form
Investments: 5500 - Annual Return/Report
of Employee Benefit Plan.
Investments are stated at Accordingly, the net assets
current value based on the available for benefits as
latest quoted market price reflected in the Form 5500
or at fair value as are less than the net
determined by the Trustee. assets presented on the
Statement of Net Assets
Distributions Payable: Available for Plan
Benefits.
As of December 31, 1993,
distributions approved for Income:
payment by the Plan are as
follows: Interest and dividend
income is accrued as
earned.
Money Market Fund
$ 0 Net appreciation
(depreciation) of
Guaranteed Investment Fund investments is comprised of
51,307 the change in market value
compared to the cost of
Equity Income Fund investments retained in the
11,515 Incentive Savings Plan, and
realized gains or losses on
Retirement Growth Fund security transactions which
3,000 represent the difference
between proceeds received
Balanced Fund and average cost. For the
3,446 purpose of allocation to
participants, the Company's
Stock Fund common stock is valued by
38,537 the Plan at actual cost;
however, current value is
used at the time of
$107,805 distribution to
participants and results in
a realized gain or loss as
reflected in the Statement
of Changes in Net Assets
Available for Plan
Benefits.
Expenses:
Certain expenses incurred
in the administration of
the Plan are paid by the
Plan rather than the
Company. The expenses paid
by the Plan include ESOP
record keeping fees,
trustee administrative
fees, and guaranteed
insurance contract fees.
All other expenses incurred
in the operation of the
Plan are paid by the
Company.
Income Taxes:
The Plan obtained its
latest determination letter
on May 16, 1985, in which
the Internal Revenue
Service stated that the
Plan, as then designed, was
in compliance with the
applicable requirements of
the Internal Revenue Code.
The Plan has been amended
since receiving the
determination letter.
However, the plan
administrator believes that
the Plan is currently
designed and being operated
in compliance with the
applicable requirements of
the Internal Revenue Code.
Therefore, no provision for
income taxes has been
included in the Plan's
financial statements.
NOTE 3 - INVESTMENTS 11,437,157
Phoenix Balanced Fund 265,682 4,221,682
Plan investments are received, invested and held by the4,056,159
Trustee. Individual investments that represent 5% or moreFirst National Bank of
Chicago
of the Plan's net assets available for benefits include: 8.95% Bank Investment
Contract, Maturity 6/30/93 1 6,089,020
December 31,6,089,020
1993 Pacific Mutual Life Insurance Company
7.51% Guaranteed Insurance
Contract, Maturity 6/30/94 1 6,142,938
Fair Market 6,142,938
Investment Units ValueNew York Life Insurance
Cost Company 5.6% Guaranteed
Insurance Contract,
Fidelity Equity Income Fund 436,952 $14,786,455 Maturity 6/30/94
1 4,290,490
$11,266,588 4,290,490
Fidelity Retirement Growth Fund 1,012,341 18,363,867Illinois Power
Company Common
16,365,695 Stock 538,405
11,934,344
Phoenix Balanced Fund 320,720 5,141,14611,752,675
4,996,121
Pacific Mutual Life Insurance CompanyNOTE 4 - TRANSACTIONS WITH
7.51% Guaranteed Insurance PARTIES-IN-INTEREST
Contract, Maturity 6/30/94 1 5,526,382
5,526,382 At December 31, 1993, the
New York Life Insurance Plan held 628,046 shares of
Company 5.6% Guaranteed the Company's common stock
Insurance Contract, with a cost and market
Maturity 6/30/94 1 5,004,506value of $13,002,010
and
5,004,506 $13,895,518, respectively.
Pacific Mutual Life Insurance CompanyDuring the year ended
4.85% Guaranteed Insurance Contract,December 31, 1993, the Plan
Maturity 6/30/96 1 6,432,522purchased 125,754
shares in
6,432,522 77 transactions at a cost
Illinois Power Company Common of $5,278,327 and also sold
Stock 628,046 13,895,51855,343 shares in 78
13,002,010 transactions, the proceeds
of which totaled
$1,395,741. Net gains
December 31,realized on the sales
1992 amounted to $33,078. The
transactions are allowable
Fair Market party-in-interest
Investment Units Valuetransactions under
Section
Cost 408(e) of the ERISA
regulations.
Fidelity Equity Income Fund 334,630 $9,707,629
$7,745,591 During the year ended
Fidelity Retirement Growth Fund 746,265 12,268,597December 31, 1993,
the Plan
invested in short-term
investment funds at State
Street Bank and Trust
Company. Transactions with
the State Street Short-term
Investment Fund included
335 purchases and 258 sales
which totaled $7,890,299
and $8,008,724,
respectively. These
transactions are allowable
party-in-interest
transactions under Section
408(b)(8) of the ERISA
regulations.
SCHEDULE I
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
EIN--37-0344645 PN--005
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
December 31, 1993
(a) (b) Identity of (c) Description (d) Cost (e) Current
issuer, of investment value
borrower, including
lessor, or maturity date,
similar party rate of
interest,
collateral, par
or maturity
value.
Fidelity Equity Income oriented $11,266,588 $14,786,455
Income Fund equity mutual
fund
Fidelity Growth oriented 16,365,695 18,363,867
Retirement mutual fund
Growth Fund
Phoenix Balanced mutual 4,996,121 5,141,146
Balanced Series fund
Pacific Mutual 4.85% 6,432,522 6,432,522
Life Insurance Guaranteed
Company Insurance
Contract,
maturing
6/30/96
Pacific Mutual 7.51% 5,526,382 5,526,382
Life Insurance Guaranteed
Company Insurance
Contract,
maturing
6/30/94
New York Life 5.6% Guaranteed 5,004,506 5,004,506
Insurance Insurance
Company Contract,
maturing
6/30/94
Participant Rate of --- 3,052,950
Loans interest was 7%
* Illinois Power Common stock 13,002,010 13,895,518
Company
* State Street Money market 1,595,575 1,595,575
Short-term fund
Investment Fund
* Identified as being a party-in-interest to the Plan.
SCHEDULE II
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
EIN--37-0344645 PN--005
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Transactions Involving an Amount in Excess of 5% of the Current Value of Plan
Assets
(Reportable Transactions)
For the Year Ended December 31, 1993
<TABLE>
<C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) Cost (h) (i) Net
Identity Descripti Purchase Selling Lease Expense of asset Current gain or
of party on of price price rental incurred value of loss
involved asset with asset on
transacti transacti
on on date
Pacific Guarantee $15,978,3 $15,537,3 N/A N/A $15,537,3 N/A $0
Mutual d 59 97 97
Insurance Insurance
Company, Contracts
New York
Life
Insurance
Company,
First
National
Bank of
Chicago
Fidelity Equity 4,202,144 896,314 N/A N/A 681,147 N/A 215,167
Investment Income
s Mutual
Fund
Fidelity Retiremen 6,106,173 1,339,363 N/A N/A 1,177,635 N/A 161,728
Investment t Growth
s Mutual
Fund
Phoenix Balanced 1,765,226 874,622 N/A N/A 825,265 N/A 49,357
Investment Mutual
s Fund
Illinois Common 5,278,327 1,395,741 N/A 1,959 1,360,704 N/A 33,078
Power Stock
Company
State Money 7,890,299 8,008,724 N/A N/A 8,008,724 N/A 0
Street Market
Bank & Fund
Trust
Company
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, Illinois Power Company has duly
caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
Illinois Power
Company
Incentive
Savings Plan
By /s/ Larry S.
Brodsky
Larry S. Brodsky
Vice-President
Date: June 29, 1994
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
1 Consent of Independent Accountants
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-60278), as
amended, of Illinova Corporation of our report on the
Illinois Power Company Incentive Savings Plan for the year
ended December 31, 1993, dated June 27, 1994 which is
incorporated by reference in this Form 11-K.
/s/PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
June 27, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
Commission file number 1-3004
Illinois Power Company
Incentive Savings Plan for Employees Covered Under a
Collective Bargaining Agreement
(Full title of the plan)
Illinois Power Company
500 South 27th Street
Decatur, Illinois 62525
(Name of issuer of the securities held
pursuant to the plan and the address
of its principal executive office.)
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT
REPORT AND FINANCIAL STATEMENTS
DECEMBER 31, 1993
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT
Index to Financial Statements and Supplementary Schedules
Page
Report of Independent Accountants
1
Financial Statements:
Statement of Net Assets Available for Plan
Benefits
as of December 31, 1993 and 1992
2-3
Statement of Changes in Net Assets Available
for Plan Benefits for the years ended
December 31, 1993 and 1992
4-5
Notes to Financial Statements
6-9
Supplementary Information:
Schedule I - Schedule of Assets Held for
Investment
Schedule II - Schedule of Reportable Transactions
NOTE: Schedules not included with this additional
financial data
have been omitted because they are not applicabl
e
.
One
Boatmen's Plaza
St.
Louis, MO 63101
Price Waterhouse
REPORT OF INDEPENDENT ACCOUNTANTS
June 27, 1994
To the Participants and Administrator
of the Illinois Power Company
Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement
In our opinion, the accompanying statements of net assets
available for plan benefits and the related statements of
changes in net assets available for plan benefits present
fairly, in all material respects, the net assets available
for plan benefits of the Illinois Power Company Incentive
Savings Plan for Employees Covered Under a Collective
Bargaining Agreement at December 31, 1993 and 1992 and the
changes in its net assets available for plan benefits for
the years then ended, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements
in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in Schedules I and II is
presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. Such information
has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/Price Waterhouse
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING
AGREEMENT
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1993
<TABLE>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Money Guarantee Equity Retireme Balanced Stock Loan 1993
Market d Income nt Fund Fund Fund Total
Fund Investmen Fund Growth
ASSETS: t Fund Fund
Cash and $0 $25,668 $0 $0 $0 $31,819 $3,813 $61,300
Temporary Cash
Investments
Investments at 1,493,4 11,148,24 6,724,45 10,064,0 1,714,52 14,175,0 0 45,319,7
Fair Value 05 4 3 78 7 45 52
Total 1,493,4 11,173,91 6,724,45 10,064,0 1,714,52 14,206,8 3,813 45,381,0
Investments 05 2 3 78 7 64 52
Dividends & 3,975 54,184 10 16 3 121 4 58,313
Interest
Receivable
Employee 314 2,987 (2,075) (2,832) 853 59 0 (694)
Contributions
Receivable
Employer 0 0 0 0 0 1,070,71 0 1,070,71
Contributions 1 1
Receivable
Loans 0 0 0 0 0 0 1,246, 1,246,40
Outstanding 402 2
Pending Fund-to- (2,853) (12,406) (7,102) (944) (3,602) (1,623) 28,530 0
Fund Transfers
Other 1,436 44,765 (9,167) (3,760) (2,746) 1,069,26 1,274, 2,374,73
Assets 8 936 2
1,494,8 11,218,67 6,715,28 10,060,3 1,711,78 15,276,1 1,278, 47,755,7
Total Assets 41 7 6 18 1 32 749 84
LIABILITIES:
Investment 0 0 0 0 0 785 0 785
Purchases
Payable
Other Accrued 0 911 0 0 0 10,486 0 11,397
Expenses
0 911 0 0 0 11,271 0 12,182
Total
Liabilities
NET ASSETS $1,494, $11,217,7 $6,715,2 $10,060, $1,711,7 $15,264, $1,278 $47,743,
AVAILABLE FOR 841 66 86 318 81 861 ,749 602
PLAN BENEFITS
</TABLE>
See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING
AGREEMENT
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 1992
<TABLE>
<C> <C> <C> <C>
Money Guarante Equity Retireme Balanced Stock Fund Loan 1992 Total
Market ed Income nt Fund Fund
ASSETS: Fund Investme Fund Growth
nt Fund Fund
Investments $1,425,0 $9,641,1 $4,098,2 $6,682,0 $1,158,7 $12,964,65 $936,14 $36,906,02
at Fair 00 03 72 79 72 3 2 1
Value
Dividends & 3,897 58,995 0 0 0 0 11,350 74,242
Interest
Receivable
Employee 0 361 0 240 0 0 0 601
Contribution
s Receivable
Employer 0 0 0 0 0 1,264,102 0 1,264,102
Contribution
s Receivable
Pending Fund- 28,529 (32,073) 51,851 38,707 9,809 (101,420) 4,597 0
to-Fund
Transfers
Total 1,457,42 9,668,38 4,150,12 6,721,02 1,168,58 14,127,335 952,089 38,244,966
Assets 6 6 3 6 1
LIABILITIES:
Accrued 0 0 0 0 0 7,721 0 7,721
Expenses
Total 0 0 0 0 0 7,721 0 7,721
Liabilities
$1,457,4 $9,668,3 $4,150,1 $6,721,0 $1,168,5 $14,119,61 $952,08 $38,237,24
NET ASSETS 26 86 23 26 81 4 9 5
AVAILABLE
FOR PLAN
BENEFITS
</TABLE>
See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING
AGREEMENT
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Year Ended December 31, 1993
<TABLE>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Money Guarante Equity Retirement Balance Stock Loan Fund 1993
Market ed Income Growth d Fund Fund Total
Fund Investme Fund Fund
nt Fund
Sources of
Participants'
Equity:
Contributions
:
$286,85 $1,654,4 $1,163,077 $1,691,427 $531,57 $52,480 $0 $5,379,8
Employee 7 12 4 27
0 0 0 0 0 1,788,2 0 1,788,23
Employer 39 9
Fund- (271,88 (313,118 550,530 183,437 (57,598 (411,94 320,582 0
to-Fund 7) ) ) 6)
Transfers
Plan- 493 (678) 15,016 7,679 (419) 59,429 (8,352) 73,168
to-Plan
Transfers
15,463 1,340,61 1,728,623 1,882,543 473,557 1,488,2 312,230 7,241,23
6 02 4
Investment
Activities:
0 0 217,789 937,939 85,188 499,344 0 1,740,26
Dividend 0
Income
43,571 678,544 474 895 260 2,112 12 725,868
Interest
Income
Loan 0 0 0 0 0 0 41,603 41,603
Interest
Net (1,713) 34 774,481 726,277 1,232 95,256 0 1,595,56
Change in 7
Fair Value of
Investments
41,858 678,578 992,744 1,665,111 86,680 596,712 41,615 4,103,29
8
Application
of
Participants'
Equity:
Loan 0 0 0 0 0 0 40,404 40,404
Repayments
19,906 459,245 156,204 208,362 17,037 909,428 0 1,770,18
Distributions 2
to Active &
Terminated
Participants
0 10,569 0 0 0 30,239 (13,219) 27,589
Administrativ
e &
Miscellaneous
Expenses
19,906 469,814 156,204 208,362 17,037 939,667 27,185 1,838,17
5
Increase in 37,415 1,549,38 2,565,163 3,339,292 543,200 1,145,2 326,660 9,506,35
Net Assets 0 47 7
Available for
Plan Benefits
Net Assets 1,457,4 9,668,38 4,150,123 6,721,026 1,168,5 14,119, 952,089 38,237,2
Available for 26 6 81 614 45
Plan
Benefits,
Beginning of
Year
NET ASSETS $1,494, $11,217, $6,715,286 $10,060,31 $1,711, $15,264 $1,278,74 $47,743,
AVAILABLE FOR 841 766 8 781 ,861 9 602
PLAN
BENEFITS, END
OF YEAR
</TABLE>
See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING
AGREEMENT
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Year Ended December 31, 1992
<TABLE>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Money Guarante Equity Retireme Balance Stock Loan 1993
Market ed Income nt d Fund Fund Fund Total
Fund Investme Fund Growth
nt Fund Fund
Sources of
Participants'
Equity:
Contributions:
Employee $307,333 $1,867,0 $707,86 $1,295,5 $441,23 $0 $0 $4,619,0
91 4 70 9 97
Employer 0 0 0 0 0 1,888,85 0 1,888,85
7 7
Fund-to- 59,188 (311,094 264,868 187,842 (50,575 (461,563 311,334 0
Fund Transfers ) ) )
Plan-to- (14,923) (39,096) (42,200 (95,587) (25,140 (39,700) (22,229 (278,875
Plan Transfers ) ) ) )
351,598 1,516,90 930,532 1,387,82 365,524 1,387,59 289,105 6,229,07
1 5 4 9
Investment
Activities:
Dividend 0 0 134,202 1,212,02 54,669 463,581 0 1,864,47
Income 1 3
Interest 45,775 684,902 0 0 0 0 0 730,677
Income
Loan 0 0 0 0 0 0 61,662 61,662
Interest
Net Change 0 0 357,307 (551,826 15,361 (743,098 0 (922,256
in Fair Value of ) ) )
Investments
45,775 684,902 491,509 660,195 70,030 (279,517 61,662 1,734,55
) 6
Application of
Participants'
Equity:
Distributions 14,180 260,114 47,864 54,740 424 328,073 3,394 708,789
to Active &
Terminated
Participants
0 6,285 0 0 0 27,364 0 33,649
Administrative
Fees
14,180 266,399 47,864 54,740 424 355,437 3,394 742,438
Increase in Net 383,193 1,935,40 1,374,1 1,993,28 435,130 752,640 347,373 7,221,19
Assets Available 4 77 0 7
for Plan Benefits
Net Assets 1,074,23 7,732,98 2,775,9 4,727,74 733,451 13,366,9 604,716 31,016,0
Available for 3 2 46 6 74 48
Plan Benefits,
Beginning of Year
NET ASSETS $1,457,4 $9,668,3 $4,150, $6,721,0 $1,168, $14,119, $952,08 $38,237,
AVAILABLE FOR 26 86 123 26 581 614 9 245
PLAN BENEFITS,
END OF YEAR
</TABLE>
See Accompanying Notes to Financial Statements
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A
COLLECTIVE BARGAINING AGREEMENT
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN:
General:
The Illinois Power Company Incentive Savings Plan for
Employees Covered Under a Collective Bargaining Agreement
(the Plan) is sponsored by Illinois Power Company (the
Company). The Plan became effective as of January 1, 1987,
and is administered by the Company. Assets of the Plan are
held and managed by State Street Bank and Trust Company of
Boston, Massachusetts (the Trustee), as trustee and
custodian. The purpose of the Plan is to enable
participants to defer federal income tax on a portion of
their salaries as allowed by the Internal Revenue Code. The
Plan is subject to and in compliance with the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA)
as amended.
Participation:
All employees of the Company who are covered under a
collective bargaining agreement are eligible to participate
in the Plan. Participation is voluntary. Upon termination
of employment with the company, active participation ceases.
Former employees can choose to liquidate their accounts or
to leave them in the Plan. Earnings will continue to accrue
on undistributed accounts. All accounts, whether for active
or former employees, are fully vested.
Plan Amendment:
In March, 1993, the Plan was amended to add an
Illinois Power Stock Fund to the available investment
options. Effective April 1, 1993, participants are able to
direct any or all of their contributions to this fund, which
invests in Illinois Power Company common stock.
Contributions:
Participants may make before-tax contributions by
payroll deduction up to the legal dollar limit.
Participants may also make after-tax contributions in cash
or by payroll deduction. Total contributions are limited to
the applicable percentage limit set by law. A participant
may also "roll-over" into the Plan amounts previously
invested in another retirement plan.
There are six investment funds maintained by the
Trustee, the Money Market Fund, the Guaranteed Investment
fund, the Equity Income Fund, the Retirement Growth Fund,
the Balanced Fund, and the Stock Fund. Participants have
the option of directing their contributions into any or all
of the funds in the proportions they choose. They may
change their direction options or transfer amounts from fund
to fund on a monthly basis.
The Company contributes a monthly matching
contribution to the Plan equal to 25% of the first $160 of
the participants' monthly before-tax contributions. All
Company matching contributions are paid in shares of
Illinois Power Company common stock and are contained in the
Stock Fund. Dividends on stock held in the Stock Fund are
reinvested for the participants in additional shares of the
Company's common stock.
The Company has an Incentive Compensation arrangement
in which employees can earn cash and Company stock if the
Company achieves specified performance goals. Shares
awarded under the Incentive Compensation arrangement are
held in the Stock Fund. Dividends earned on these shares
are reinvested in Company stock and allocated to
participants' accounts in the Stock Fund.
Shares previously held in the Tax Reduction Act Stock
Ownership Plan (TRASOP), which was eliminated in 1988, are
also held in the Stock Fund.
ESOP:
In October 1990, the Board of Directors authorized
amendments to the Plan to provide for the implementation of
an Employee Stock Ownership Plan (ESOP) arrangement. Under
this arrangement, the Company, pursuant to authorization
granted by the ICC, loaned $35 million to the Trustee of the
ESOP in January 1991. The loan proceeds were used to
purchase 2,049,975 shares of the Company's common stock on
the open market. These shares are held in the ESOP and are
allocated to the accounts of eligible participating
employees as they are earned through the Match or Incentive
Compensation features of the Plan.
As of December 31, 1993, 93,763 and 122,513 shares
have been allocated to bargaining unit employees for Company
Match and Incentive Compensation, respectively.
Distributions:
Distributions as provided for in the Plan are made to
Plan participants or their beneficiaries no later than 120
days following the close of the Plan year in which the
terminated participant reaches age 65 unless an earlier
distribution is requested. All distributions are made in
the form of cash and/or Company common stock.
Loans:
The Plan allows participants to borrow from their
before-tax and TRASOP accounts an amount not to exceed 50%
of those account balances. Interest is charged on these
loans at a rate commensurate with interest rates charged by
persons in the business of lending money for similar type
loans. The period of repayment ranges from 1 to 10 years.
Loan repayments are made by payroll deductions authorized by
the participant and by optional cash payments. Interest
paid on the loan is credited to the participant's account.
The Trustee maintains a Loan Fund to hold the balances of
participants' loans.
Plan Termination:
It is expected that the Plan will be continued, but
the right to amend, modify or terminate the Plan is reserved
by the Company provided that such action does not
retroactively and adversely affect the rights of any
participant or beneficiary under the Plan.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting:
The accompanying Plan financial statements are
prepared on the accrual basis of accounting.
Investments:
Investments are stated at current value based on the
latest quoted market price or at fair value as determined by
the Trustee.
Distributions Payable:
As of December 31, 1993, distributions approved for
payment by the Plan are as follows:
Money Market Fund
$ 0
Guaranteed Investment Fund
21,124
Equity Income Fund
45,402
Retirement Growth Fund
37,851
Balanced Fund
0
Stock Fund
36,283
$140,660
In accordance with generally accepted accounting
principles, these payments are not a liability of the plan
at December 31, 1993. However, the Department of Labor
requires these payments to be recorded as a liability on the
Form 5500 - Annual Return/Report of Employee Benefit Plan.
Accordingly, the net assets available for benefits as
reflected in the Form 5500 are less than the net assets
presented on the Statement of Net Assets Available for Plan
Benefits.
Income:
Interest and dividend income is accrued as earned.
Net appreciation (depreciation) of investments is
comprised of the change in market value compared to the cost
of investments retained in the Plan, and realized gains or
losses on security transactions which represent the
difference between proceeds received and average cost. For
the purpose of allocation to participants, the Company's
common stock is valued by the Plan at actual cost; however,
current value is used at the time of distribution to
participants and results in a realized gain or loss as
reflected in the Statement of Changes in Net Assets
Available for Plan Benefits.
Expenses:
Certain expenses incurred in the administration of the
Plan are paid by the Plan rather than the Company. The
expenses paid by the Plan include ESOP record keeping fees,
trustee administrative fees, and guaranteed insurance
contract fees. All other expenses incurred in the operation
of the Plan are paid by the Company.
Income Taxes:
The Plan obtained its latest determination letter on June
23, 1987, in which the Internal Revenue Service stated that
the Plan, as then designed, was in compliance with the
applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination
letter. However, the plan administrator believes that the
Plan is currently designed and being operated in compliance
with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
NOTE 3 - INVESTMENTS
Plan investments are received, invested and held by the
Trustee. Individual investments that represent 5% or more
of the Plan's net assets available for benefits include:
December
31, 1993
Fair Market
Investment Units Value
Cost
Fidelity Equity Income Fund 198,713 $6,724,453
$5,347,095
Fidelity Retirement Growth Fund 554,800 10,064,078
9,076,894
New York Life Insurance
Company 5.6% Guaranteed
Insurance Contract, Maturity 6/30/94 1 3,759,712
3,759,712
Pacific Mutual Life Insurance Company
7.51% Guaranteed Insurance
Contract, Maturity 6/30/94 1 3,127,689
3,127,689
Pacific Mutual Life Insurance Company
4.85% Guaranteed Insurance
Contract, Maturity 6/30/96 1 4,260,843
4,260,843
Illinois Power Company Common
Stock 640,680 14,175,045
13,314,730
December 31,
1992
Fair Market
Investment Units Value
Cost
Fidelity Equity Income Fund 141,271 $4,098,272
$3,368,492
Fidelity Retirement Growth Fund 406,452 6,682,079
6,317,747
New York Life Insurance
Company 5.6% Guaranteed
Insurance Contract, Maturity 6/30/94 1 2,927,372
2,927,372
First National Bank of Chicago
8.95% Bank Investment
Contract, Maturity 6/30/93 1 3,301,555
3,301,555
Pacific Mutual Life Insurance Company
7.51% Guaranteed Insurance
Contract, Maturity 6/30/94 1 3,412,176
3,412,176
Illinois Power Company Common
Stock 585,973 12,964,653
12,830,840
NOTE 4 - TRANSACTIONS WITH PARTIES-IN-INTEREST
At December 31, 1993, the Plan held 640,680 shares of
the Company's common stock with a cost and market value of
$13,314,730 and $14,175,045, respectively. During the year
ended December 31, 1993, the Plan purchased 122,502 shares in
84 transactions at a cost of $5,242,054 and also sold 86,158
shares in 92 transactions, the proceeds of which totaled
$2,129,289. Net gains realized on the sales amounted to
$77,628. The transactions are allowable party-in-interest
transactions under Section 408(e) of the ERISA regulations.
During the year ended December 31, 1993, the Plan
invested in short-term investment funds at State Street Bank
and Trust Company. Transactions with the State Street Short-
term Investment Fund included 341 purchases and 250 sales
which totaled $5,184,189 and $5,054,488, respectively. These
transactions are allowable party-in-interest transactions
under Section 408(b)(8) of the ERISA regulations.
Schedule
I
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN
FOR EMPLOYEES COVERED UNDER A COLLECTIVE BARGAINING
AGREEMENT
EIN--37-0344645 PN--006
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
For the Year Ended December 31, 1993
(a) (b) Identity (c) Description (d) Cost (e)
of issuer, of investment Current
borrower, including value
lessor, or maturity date,
similar party rate of
interest,
collateral, par
or maturity
value.
Fidelity Income oriented $ $
Equity Income equity mutual 5,347,095 6,724,45
Fund fund 3
Fidelity Growth oriented
Retirement mutual fund 9,076,894 10,064,0
Growth Fund 78
Phoenix Balanced mutual
Balanced fund 1,687,068 1,714,52
Series 7
Pacific 4.85% Guaranteed
Mutual Life Insurance 4,260,843 4,260,84
Insurance Contract, 3
Company maturing 6/30/96
Pacific 7.51% Guaranteed
Mutual Life Insurance 3,127,689 3,127,68
Insurance Contract, 9
Company maturing 6/30/94
New York Life 5.6% Guaranteed
Insurance Insurance 3,759,712 3,759,71
Company Contract, 2
maturing 6/30/94
Participant Rate of Interest ---
Loans was 7% 1,246,40
2
* Illinois Common Stock
Power Company 13,314,730 14,175,0
45
* State Street Money market
Short-term fund 1,554,706 1,554,70
Investment 5
Fund
* Identified as being a party-in-interest to the Plan
SCHEDULE II
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE
BARGAINING AGREEMENT
EIN--37-0344645 PN--006
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Transactions Involving an Amount in Excess of 5% of the Current Value
of Plan Assets (Reportable Transactions)
For the Year Ended December 31, 1993
<TABLE>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
(a) Identity of (b) (c) (d) (e) (f) (g) Cost (h) (i) Net
party involved Description Purchase Selling Lease Expense of asset Current gain or
of asset price price rental incurre value loss
d with of
transac asset
tion on
transac
tion
date
Pacific Mutual Guaranteed $10,606,4 $9,099,3 N/A N/A $9,099,32 N/A $0
Insurance Company, Insurance 61 21 1
New York Life Contracts
Insurance Company,
First National Bank
of Chicago
Fidelity Investments Equity 2,419,515 561,160 N/A N/A 440,913 N/A 120,247
Income
Mutual Fund
Fidelity Investments Retirement 3,604,779 952,745 N/A N/A 845,632 N/A 107,113
Growth
Mutual Fund
Phoenix Investments Balanced 830,825 277,305 N/A N/A 264,815 N/A 12,490
Mutual Fund
Illinois Power Common 5,242,054 2,129,28 N/A 2,866 2,048,795 N/A 77,628
Company Stock 9
State Street Bank & Money 5,184,189 5,054,48 N/A N/A 5,054,488 N/A 0
Trust Company Market Fund 8
</TABLE>
SCHEDULE III
ILLINOIS POWER COMPANY
INCENTIVE SAVINGS PLAN FOR EMPLOYEES COVERED UNDER A COLLECTIVE
BARGAINING AGREEMENT
EIN--37-0344645 PN--006
SCHEDULE OF TRANSACTIONS WITH PARTIES-IN-INTEREST
For the Year Ended December 31, 1993
<TABLE>
<C> <C> <C> <C> <C> <C> <C>
Identity of issuer Relationshi Descripti Purchase Selling Cost of Net Gain
p to Plan on of price price Asset or (loss)
transacti on
ons transacti
ons
Illinois Power Plan Illinois $5,242,0 $2,129,2 $2,069, $59,653
Company Sponsor Power 54 89 636
Company
common
stock, no
par value
(Transact
ions are
the
aggregate
of 77
purchases
and 78
sales.)
State Street Bank Trustee State 5,184,18 5,054,4 0
and Trust Company Street 9 88 -
Bank
Short-
term
Investmen
t Fund
(Transact
ions are
the
aggregate
of 335
purchases
and 258
sales.)
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, Illinois Power Company has duly
caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
Illinois Power Company
Incentive Savings Plan
for
Employees Covered Under
a
Collective Bargaining
Agreement
By /s/ Larry S. Brodsky
Larry S. Brodsky
Vice-President
Date: June 29, 1994
EXHIBIT INDEX
Exhibits Filed Herewith
Exhibit No. Description
1 Consent of Independent Accountants
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-60278), as
amended, of Illinova Corporation of our report on the
Illinois Power Company Incentive Savings Plan for Employees
Covered Under a Collective Bargaining Agreement for the year
ended December 31, 1993, dated June 27, 1994 which is
incorporated by reference in this Form 11-K.
/s/PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
June 27, 1994
