ILLINOIS POWER CO
8-K, 1998-11-25
ELECTRIC & OTHER SERVICES COMBINED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                       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)
                                November 25, 1998



Commission      Registrants; State of Incorporation;            IRS Employer
File Number       Address; and Telephone Number                Identification
   No.

  1-11327            Illinova Corporation                        37-1319890
                     (an Illinois Corporation)
                     500 S. 27th Street
                     Decatur, IL  62521
                     (217) 424-6600

   1-3004            Illinois Power Company                      37-0344645
                     (an Illinois Corporation)
                     500 S. 27th Street
                     Decatur, IL  62521
                     (217) 424-6600



        Total number of sequentially  numbered pages is 7.




                                       1
<PAGE>





Item 7.  Exhibits
- --------------------------------------------------------------------------------

            (c)  Exhibits

                   (99.1)   Letter to the Financial Community,
                             dated November 24, 1998
                   (99.2)   Press Release, dated November 24, 1998



                                       2
<PAGE>






                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                     ILLINOVA CORPORATION
                                                     (Registrant)

                                                     By /s/ Larry F. Altenbaumer
                                                     ---------------------------
                                                     Larry F. Altenbaumer
                                                     Chief Financial Officer
                                                     Treasurer and Controller
                                                     on behalf of
                                                     Illinova Corporation



Date:    November 25, 1998



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                     ILLINOIS POWER COMPANY
                                                     (Registrant)

                                                     By /s/ Larry F. Altenbaumer
                                                     ---------------------------
                                                     Larry F. Altenbaumer
                                                     Senior Vice President and
                                                     Chief Financial Officer
                                                     on behalf of
                                                     Illinois Power Company


Date:    November 25, 1998




                                       3
<PAGE>




      Exhibit Index

The following  Exhibits are hereby filed as part of this Current  Report on Form
8-K:

Exhibit
Number      Description

99.1        Letter to the Financial Community,
            dated November 24, 1998

99.2        Press Release, dated November 24, 1998



                                       4



EXHIBIT 99.1

Larry F. Altenbaumer
Chief Financial Officer,
Treasurer and Controller

Illinova Corporation
500 South 27th Street
P.O. Box 511
Decatur, IL 62525-1805
Tel  217 424-6678
Fax 217 362-7417






November 24, 1998


Members of the Financial Community:

Illinova/Illinois  Power Company  (Company)  has received  Security and Exchange
Commission  (SEC)   concurrence   regarding  the  use  of   quasi-reorganization
accounting  treatment in the event that the Company  decides to sell or shutdown
the Clinton Power  Station  (Clinton).  Attached is the Company's  press release
announcing the decision of the SEC.

The announcement of the SEC's concurrence with the accounting treatment proposed
by the  Company  should not be  considered  as  tantamount  to a decision on the
status of Clinton. However, the receipt of such concurrence by the SEC is a very
important  factor as the Company's  Board of Directors  evaluates the options of
continued  operation,  sale or shutdown of the nuclear generating  station.  The
Board will be reviewing  these  options at its December 9 meeting and may make a
decision on the option to be pursued at the time.

Please  refer to the  Company's  most  recent  10-Q  filed  with the SEC for the
quarter  ending  September  30, 1998,  for a more complete  description  and the
potential  implications  of  a  quasi-reorganization.   Since  approval  of  the
quasi-reorganization  accounting  treatment  is only one  factor  the Board will
consider  in  reaching a decision  regarding  Clinton,  the  Company is not in a
position  at  this  time  to  provide  any  new  guidance  as to  the  financial
consequences   of  a  Clinton   sale  or  shutdown   and  the   application   of
quasi-reorganization accounting.

Please contact Bob Schultz  (217-424-8780),  Eric Weekes  (217-362-7635),  Cindy
Steward (217-362-7633) or me if you have any questions.

Sincerely,


/s/ Larry F. Altenbaumer
Larry F. Altenbaumer



EXHIBIT 99.2


For release:                                                  Nov. 24, 1998



               ILLINOIS POWER RESOLVES FINANCIAL ISSUE SURROUNDING
                  POTENTIAL SALE OF ITS CLINTON POWER STATION

                 Accounting treatment for nuclear exit clarified

     DECATUR,  Ill.  (Nov. 24, 1998) -- Illinois  Power  announced  today it has
resolved a  financial  issue that  would  need to be  addressed  in the event it
decides to sell or shut down the Clinton Power Station, its 950-megawatt nuclear
generating facility.
        
     Illinois Power  Controller Cindy G. Steward said the company is considering
writing up the value of its fossil  generating assets and writing down the value
of its nuclear assets to reflect  current  market  values,  a move that would be
taken only in conjunction with a decision to exit the nuclear business.
         
     The  Securities  and Exchange  Commission  this week confirmed for Illinois
Power that such an  accounting  procedure  would be  acceptable  if the  company
decides to exit the nuclear business.  This determination  removes a significant
uncertainty and alleviates financial difficulties that otherwise could stem from
the sale or shutdown of the plant.
         
     "Our goal is to resolve the  financial  risks of  operating  a  single-unit
nuclear  plant,"  Steward  said.  "The SEC's  concurrence  with this  accounting
treatment is valuable input to our board's decision. This can give us an


<PAGE>



ILLINOIS POWER
Nov. 24, 1998
Page 2

opportunity  for a fresh start as we position  Illinois  Power and  Illinova for
swiftly changing and increasingly competitive energy markets."
        
     This accounting procedure, called a quasi-reorganization,  is a transaction
whereby a  company  restates  the value of all its  assets  and  liabilities  to
current  market  value.  This would  require the company to write down to market
value  the  Clinton  Station  --  whose  current  book  value,  net of  tax,  is
approximately  $1.6 billion but whose market value is  considerably  less -- and
write up to market  value its fossil  generating  stations -- older  assets that
have been  depreciated to a book value of  approximately  $500 million but whose
market value is far greater.  The  write-down  of the company's  nuclear  assets
would result in a charge to earnings while the fossil write-up would be a direct
increase to equity.
         
     Illinois  Power's Board of Directors  likely will make a decision by year's
end regarding the Clinton Station. Exploring a potential sale is just one of the
alternatives the company is evaluating.  Other options include continuing to own
and operate the plant,  closing it, or forming a consortium  with other  nuclear
station operators.






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