<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive proxy statement
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Illinois Power Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
This announcement is not a solicitation of a Proxy.
The Proxy Solicitation is made solely by the Notice and
Proxy Statement dated April 27, 1998 and the accompanying Proxy Card.
ILLINOIS POWER COMPANY
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, MAY 29, 1998
The Board of Directors of Illinois Power Company ("IPC"), an Illinois
corporation and subsidiary of Illinova Corporation ("Illinova"), is soliciting
proxies for use at a special meeting of IPC's shareholders to be held at IPC's
principal office, 500 South 27th Street, Decatur, Illinois 62525, on Friday,
May 29, 1998 at 10:00 a.m., local time (the "Special Meeting"). The purpose of
the Special Meeting is to consider an amendment (the "Proposed Amendment") to
IPC's Amended and Restated Articles of Incorporation which would remove a
provision of the Articles that limits IPC's ability to issue or assume
unsecured debt. Only shareholders of record on April 6, 1998 (the "Record
Date") are eligible to vote at the Special Meeting.
If the Proposed Amendment is adopted at the Special Meeting, IPC will make
a special cash payment in the amount of $1.50 per share to each holder of
shares of each series of IPC's cumulative preferred stock of record on the
Record Date as set forth in the Notice and Proxy Statement dated April 27, 1998
(the "Proxy Statement").
If the Proposed Amendment is adopted at the Special Meeting, IPC will pay
to each designated Soliciting Dealer (as defined in the Proxy Statement) a
separate fee of $0.50 per share of cumulative preferred stock that is voted
(and not revoked) in favor of the Proposed Amendment, as described in the Proxy
Statement.
The affirmative votes of the holders of at least two-thirds of the
outstanding shares of IPC's (i) common stock and all series of cumulative
preferred stock, voting together as one class, and (ii) cumulative preferred
stock, all series voting together as one class, are required to approve the
Proposed Amendment to be presented at the Special Meeting.
ILLINOIS POWER COMPANY CUMULATIVE PREFERRED STOCK ($50 PAR VALUE)
<TABLE>
<CAPTION>
Special Cash
Shares CUSIP Voting Rights Payment
Series Outstanding Number (per share) (per share)
------ ----------- ------ ----------- -----------
<S> <C> <C> <C> <C>
4.08% Series 283,290 452092 20 8 1 Vote $1.50
4.20% Series 167,720 452092 30 7 1 Vote $1.50
4.26% Series 136,000 452092 40 6 1 Vote $1.50
4.42% Series 134,400 452092 50 5 1 Vote $1.50
4.70% Series 176,000 452092 60 4 1 Vote $1.50
7.75% Series 241,700 452092 79 4 1 Vote $1.50
</TABLE>
SHAREHOLDERS ARE REQUESTED TO RETURN THEIR PROXY BY MAY 29, 1998.
PROXIES MAY BE REVOKED AT ANY TIME PRIOR TO EFFECTIVENESS OF
THE PROPOSED AMENDMENT. SEE "VOTING SECURITIES, RIGHTS AND PROCEDURES"
IN THE PROXY STATEMENT.
The Information Agent:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(800) 322-2885 (Toll Free)
(212) 929-5500 (Call Collect)
The Solicitation Agent:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
277 Park Avenue
New York, New York 10172
(800) 334-1604 (Toll Free)
(212) 892-3351 (Call Collect)
Attn: Paul Galant or Jeff Dorst
April 30, 1998
