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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ILLINOIS POWER FINANCING I
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(Exact name of registrant as specified in its Declaration of Trust)
DELAWARE Applied For
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
c/o Illinois Power Company
500 South 27th Street
Decatur, Illinois 62525
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(Address of Principal Executive Offices) (Zip Code)
ILLINOIS POWER COMPANY
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(Exact name of registrant as specified in its Amended and
Restated Certificate of Incorporation)
ILLINOIS 37-0344645
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
500 South 27th Street
Decatur, Illinois 62525
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a class If this Form relates to the registration of a class
of debt securities and is effective upon filing of debt securities and is to become effective
pursuant to General Instruction A(c)(1), please simultaneously with the effectiveness of a
check the following box. / / concurrent registration statement under the
Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
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Illinois Power Financing I ___% The New York Stock Exchange
Trust Originated Preferred Securities(SM)
("TOPrS(SM)") (and the Guarantee with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
The securities to be registered hereby are ___% Trust
Originated Preferred Securities(SM) (the "Preferred Securities"), of Illinois
Power Financing I, an Illinois business trust. The Preferred Securities
represent undivided beneficial interests in the assets of Illinois Power
Financing I and are guaranteed by Illinois Power Company ("Illinois Power"),
an Illinois corporation, to the extent set forth in the form of the Preferred
Securities Guarantee Agreement by Illinois Power to Wilmington Trust Company,
as Preferred Guarantee Trustee (the "Guarantee"). The Guarantee is
incorporated by reference to Exhibit 4(h) to the Registration Statement on
Form S-3 (the "Registration Statement") of Illinois Power Financing I and
Illinois Power (Registration Nos. 33-63581 and 33-63581-01) filed with the
Securities and Exchange Commission on October 20, 1995. The particular terms
of the Preferred Securities and the Guarantee are described in the Prospectus
which forms a part of the Registration Statement. The Prospectus and the form
of Guarantee are incorporated by reference herein as set forth in Item 2 below.
("Trust Originated Preferred Securities" and "TOPrS" are service marks of
Merrill Lynch & Co., Inc.)
ITEM 2. EXHIBITS
The Preferred Securities described herein are to be registered
on the New York Stock Exchange, on which no other securities of Illinois Power
Financing I are registered. Accordingly, the following Exhibits required in
accordance with Part II to the Instructions as to Exhibits to Form 8-A have
been duly filed with the New York Stock Exchange. Each Exhibit was previously
filed as indicated with the Securities and Exchange Commission and is
incorporated herein by reference.
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EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
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1(a) The Prospectus Filed as part of the Registration Statement
of Illinois Power Company and Illinois Power
Financing I (Reg. Nos. 33-63581 and 33-63581-
01).
4(a) Certificate of Trust of Illinois Power Filed as Exhibit 4(a) to the Registration
Financing I Statement of Illinois Power Company and
Illinois Power Financing I (Reg. Nos. 33-
63581 and 33-63581-01).
4(b) Declaration of Trust of Illinois Power Filed as Exhibit 4(b) to the Registration
Financing I Statement of Illinois Power Company and
Illinois Power Financing I (Reg. Nos. 33-
63581 and 33-63581-01).
4(c) Form of Amended and Restated Declaration Filed as Exhibit 4(c) to the Registration
of Trust of Illinois Power Financing I Statement of Illinois Power Company and
Illinois Power Financing I (Reg. Nos. 33-
63581 and 33-63581-01).
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4(d) Form of Indenture between Illinois Power Filed as Exhibit 4(d) to the Registration
Company and Wilmington Trust Company, as Statement of Illinois Power Company and
Trustee Illinois Power Financing I (Reg. Nos. 33-
63581 and 33-63581-01).
4(e) Form of Supplemental Indenture to Filed as Exhibit 4(e) to the Registration
Indenture to be used in connection with Statement of Illinois Power Company and
the issuance of Subordinated Debentures Illinois Power Financing I (Reg. Nos. 33-
and Preferred Securities 63581 and 33-63581-01).
4(f) Form of Subordinated Debenture Filed as Exhibit 4(e) to the Registration
(contained in the Form of Supplemental Statement of Illinois Power Company and
Indenture) Illinois Power Financing I (Reg. Nos. 33-
63581 and 33-63581-01).
4(g) Form of Guarantee Agreement with respect Filed as Exhibit 4(h) to the Registration
to the Preferred Securities Statement of Illinois Power Company and
Illinois Power Financing I (Reg. Nos. 33-
63581 and 33-63581-01).
5(a) Form of Preferred Security (contained in Filed as Exhibit 4(f) to the Registration
the Form of Amended and Restated Statement of Illinois Power Company and
Declaration of Trust of Illinois Power Illinois Power Financing I (Reg. Nos. 33-
Financing I) 63581 and 33-63581-01).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Act of 1934, each of the Registrants has duly caused this registration
statement to be signed on its behalf by the undersigned thereto duly
authorized.
ILLINOIS POWER FINANCING I
By: Illinois Power Company,
as Sponsor
By: /s/ Cynthia G. Steward
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Name: Cynthia G. Steward
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Title: Controller
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ILLINOIS POWER COMPANY
By: /s/ Daniel L. Mortland
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Name: Daniel L. Mortland
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Title: Assistant Treasurer
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November 3, 1995
