ILLINOIS POWER CO
8-K, 1998-07-15
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)
                                  July 15, 1998



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

  1-11327           Illinova Corporation                        37-1319890
                    (an Illinois Corporation)
                    500 S. 27th Street
                    Decatur, IL  62525
                    (217) 424-6600

   1-3004           Illinois Power Company                      37-0344645
                    (an Illinois Corporation)
                    500 S. 27th Street
                    Decatur, IL  62525
                    (217) 424-6600



           Total number of sequentially  numbered pages is 8.



<PAGE>




Item 7.           Exhibits

                     (c)  Exhibits

                     (12)     Statements re computation of ratios

                     (99.1)   Press Release, dated July 15, 1998

                     (99.2)   Illinova Consolidated Income Statements













<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)

                                                     /s/Leah Manning Stetzner
                                                     ---------------------------
                                                     Leah Manning Stetzner
                                                     General Counsel and
                                                     Corporate Secretary
                                                     on behalf of
                                                     Illinova Corporation



Date:    July 15, 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)

                                                     /s/Leah Manning Stetzner
                                                     ---------------------------
                                                     Leah Manning Stetzner
                                                     Vice President, General
                                                     Counsel, and Corporate
                                                     Secretary on behalf of
                                                     Illinois Power Company



Date:    July 15, 1998



<PAGE>




          Exhibit Index

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

Exhibit
Number            Description

12                Statements re computation of ratios

99.1              Press Release, dated July 15, 1998

99.2              Illinova Consolidated Income Statements



                            ILLINOIS POWER COMPANY
                STATEMENT OF COMPUTATION OF RATIO OF EARNINGS TO
                                  FIXED CHARGES
                              (Thousands of Dollars)
                                                           Twelve       Twelve
                                              Year to      Months       Months
                                               Date        Ended        Ended
                                               March       March        March**
                                  
                                                 1998         1998        1998
                                              
Earnings Available for Fixed Charges:
Net Income (Loss)                              $25,490     $(89,636)   ($89,636)
    Add:
      Income Taxes:
         Current                                10,089       62,475      62,475
         Deferred - Net                          2,290       21,441      21,441
      Allocated income taxes                    (3,378)      (4,633)     (4,633)
      Investment tax credit - deferred          (1,723)      (7,278)     (7,278)
      Income tax effect of disallowed costs        -             -           -
      Income tax effect of FAS 71 write-off        -       (117,998)   (117,998)
      Interest on long-term debt                26,840      108,108     108,108
      Amortization of debt expense and premium-
         net, and other interest charges         7,312       25,955      25,955
      One-third of all rentals (Estimated to
         be representative of the interest
         component)                                999        4,086       4,086
      Interest on in-core fuel                     810        3,746       3,746
      Disallowed Clinton plant costs                -            -           -
      FAS 71 Regulatory Write-Offs                  -            -      313,030
                                               -------     --------     -------
Earnings (loss) available for fixed charges    $68,729       $6,266    $319,296
                                               =======     ========    ========

Fixed charges:
    Interest on long-term debt                 $26,840     $108,108    $108,108
    Amortization of debt expense and
      premium-net, and other interest charges    8,971       32,988      32,988
    One-third of all rentals (Estimated to
      be representative of the interest            999        4,086       4,086
      component)
                                               -------     --------    --------

Total Fixed Charges                            $36,810     $145,182    $145,182
                                               =======     ========    ========

Ratio of earnings to fixed                        1.87         0.04 *      2.20
charges
                                               ========    ========    ========



         * Earnings are inadequate to cover fixed charges.  Additional  earnings
         (thousands) for Twelve Months Ended March 1998 of $138,916 are required
         to attain a one-to-one ratio of Earnings to Fixed Charges.
           

          **  Supplemental  ratio of  earnings  to fixed  charges  presented  to
          exclude   write-off   related  to  the  discontinued   application  of
          provisions of SFAS 71, "Accounting for the Effects of Certain Types of
          Regulation" for the generation segment of the business.



For immediate release:              July 15, 1998

For more information:               Shirley Swarthout (217) 424-6400

NOTE:  Illinova's  management  is taking  advantage  of safe  harbor  disclosure
provisions  by issuing this report which  contains  estimates,  projections  and
other  forward-looking  statements that involve risks and uncertainties.  Actual
results  or  outcomes  could  differ  materially  from  those  provided  in  the
forward-looking statements as a result of such important factors as: the outcome
of state and federal regulatory  proceedings  affecting the restructuring of the
electric  and gas utility  industries;  the impacts of new laws and  regulations
relating to restructuring, environmental, and other matters have on Illinova and
its  subsidiaries;   the  effects  of  increased   competition  on  the  utility
businesses;  risks of owning and operating a nuclear facility; changes in prices
and cost of fuel; factors affecting non-utility investments, such as the risk of
doing  business in foreign  countries;  construction  and operation  risks;  and
increases in financing  costs.  All  forward-looking  statements  are based upon
information  presently  available,  and Illinova assumes no obligation to update
any forward-looking statements.

          ILLINOVA POSTS SECOND-QUARTER LOSS; PREDICTS BREAK-EVEN YEAR

     DECATUR,  Ill. -- Illinova Corp. today announced a loss of $47 million,  or
66 cents per share  (basic and  diluted),  for the  second  quarter  1998.  This
compares to earnings of $31 million,  or 42 cents per share (basic and diluted),
for the same period a year ago.
         After  experiencing  unprecedented  and  unexpected  prices  for  power
purchases  during  the last  week of June,  Illinova  earlier  this  month  said
Illinois Power's projected  replacement power costs in 1998 would  significantly
exceed previous  projections and that Illinova expected modest, if any, earnings
for the year.
         "Based on what we now know,  we expect  1998  earnings to be at or near
break-even," said Larry F. Altenbaumer, chief financial officer for Illinova and
Illinois Power.  "We base these  projections on an uncertain and highly volatile
electric power market,  which could cause material changes to our outlook as the
year progresses."
         The revised earnings projections are based primarily on higher purchase
prices for replacement power and greater than previously projected  expenditures
for recovery efforts at Clinton Power Station.
         Replacement power costs exceeded expectations by $49 million during the
second  quarter,  and the company  recorded an additional $58 million for higher
replacement power costs expected in July and August.
         Clinton Power Station operations and maintenance expenses (O&M) for the
quarter increased by $22 million over the same period in 1997.
         Good progress is being made toward restarting the Clinton Power Station
prior to year's end,  but  increased  expenses are needed to support the overall
recovery  process.  The company now projects that Clinton  expenditures for 1998
will total $195  million --  approximately  $45 million  higher than  previously
expected.
         Altenbaumer  said the added  costs for  replacement  power and  Clinton
restart costs should impact only 1998's  financial  results and, because Clinton
is expected to be back in operation by year's end,  should have little effect on
1999.
                                                      - 30 -

Please see the attached Illinova Corp. Consolidated Statements of Income.



<TABLE>

Illinova
Condensed Consolidated Statements of Income
<CAPTION>
                                                Three Months Ended        Six Months Ended                  Twelve Months Ended
                                                      June 30,                 June 30,                          June 30,
                                             ------------------------ -----------------------------   ------------------------------

                                                            % Change                       % Change                         % Change
                                                              Fav/                           Fav/                              Fav/
                                             1998    1997    (Unfav)   1998        1997     (Unfav)     1998       1997      (Unfav)
                                                  (Millions)               (Millions)                       (Millions)
<S>                                          <C>     <C>      <C>     <C>         <C>          <C>    <C>        <C>            <C> 

Operating Revenues
     Electric                              $ 304.5  $301.7      1%    $581.1      $583.9        - %   $1,241.6   $1,225.5         1%
     Electric interchange                    112.7    53.5    111      209.0        80.1       161       304.5      152.2       100 
     Gas                                      49.8    60.1    (17)     166.4       224.1       (26)      296.2      386.7       (23)
     Diversified enterprises                  80.3   127.6    (37)     166.2       225.2       (26)      676.6      268.7       152 
                                           -------  ------           -------     -------               -------    -------
        Total                                547.3   542.9     1     1,122.7     1,113.3         1     2,518.9    2,033.1        24 
                                           -------  ------           -------     -------               -------    -------

Operating Expenses
     Fuel for electric plants                 53.9    52.2     (3)     109.6        97.5       (12)      244.5      219.5       (11)
     Power purchased                         229.4    45.6     -       326.5        81.4        -        463.0      123.5         - 
     Gas purchased for resale                 22.4    22.8      2       88.4       122.5        28       173.6      219.3        21 
     Diversified enterprises                  85.0   150.8     44      179.7       259.2        31       712.8      315.9      (126)
     Other operating and maintenance         122.9    94.1    (31)     231.7       173.2       (34)      460.7      359.0       (28)
     Depreciation and amortization            50.5    49.3     (2)     101.2        98.3        (3)      201.7      191.9        (5)
     General taxes                            34.3    33.0     (4)      73.0        71.7        (2)      135.1      133.6        (1)
                                           -------  ------            -------    -------                -------   -------
        Total                                598.4   447.8    (34)    1,110.1      903.8       (23)     2,391.4   1,562.7       (53)
                                           -------  ------            -------    -------                -------   -------

Operating Income (Loss)                     (51.1)    95.1   (154)      12.6       209.5       (94)       127.5     470.4       (73)
                                           -------  ------            -------    -------                -------   -------

Other Income and Deductions
     Miscellaneous - net                       2.8     1.4    100        1.3         2.2       (41)        2.6        4.5       (42)
     Equity earnings in affiliates             3.4     2.4     42        8.9         6.4        39        20.0        7.7       160 
                                           -------  ------           -------     -------               -------    -------
        Total                                  6.2     3.8     63       10.2         8.6        19        22.6       12.2        85 
                                           -------  ------           -------     -------               -------    -------

Income (Loss) Before Interest Charges
     and Income Taxes                        (44.9)   98.9   (145)      22.8       218.1       (90)      150.1      482.6       (69)
                                           -------  ------           -------     -------               -------    -------

Interest Charges
     Interest expense                         35.9    36.0     -        72.5        74.2         2       142.5      145.3         2 
     Allowance for borrowed funds
        used during construction              (1.2)   (1.3)    (8)      (2.3)       (2.7)      (15)       (4.6)      (5.6)      (18)
     Preferred dividend requirements
        of subsidiary                          5.0     5.4      7        9.9        10.9         9        20.5       21.9         6 
                                           -------  ------           -------     -------               -------    -------
        Total                                 39.7    40.1      1       80.1        82.4         3       158.4      161.6         2 
                                           -------  ------           -------     -------               -------    -------

Income (Loss) Before Income Taxes            (84.6)   58.8   (244)     (57.3)      135.7      (142)       (8.3)     321.0      (103)
                                           -------  ------           -------     -------               -------    -------

Income Taxes                                 (37.6)   27.4    237      (33.3)       60.3       155       (13.3)     134.6       110 
                                           -------  ------           -------    --------               -------    -------

Net Income(Loss) Before Extraordinary Item   (47.0)   31.4   (250)     (24.0)       75.4      (132)        5.0      186.4       (97)
Extraordinary Item Net of Income Tax
     Benefit of $118.0 Million                   -       -     -          -           -         -       (195.0)       -           -
                                           -------  ------           -------     -------               -------    -------

Net Income (Loss)                            (47.0)   31.4     -       (24.0)       75.4        -       (190.0)     186.4         -
     Carrying amount over (under)
        consideration paid for redeemed
        preferred stock of subsidiary           -      -       -          -           -         -          0.2       (0.2)        - 
                                           -------  ------           -------     -------               -------    -------

Net Income (Loss) Applicable
     to Common Stock                       $ (47.0) $ 31.4     -       (24.0)    $  75.4        -      $(189.8)   $ 186.2         - 
                                                                                    
                                           =======  ======           =======     =======               =======    =======

Weighted average common shares                71.7    75.6              71.7        75.7                  72.0       75.7           

Earnings (loss) per common share before
     extraordinary item (basic and diluted) ($0.66)  $0.42            ($0.34)      $1.00                 $0.07      $2.46           
Extraordinary item per common
     share (basic and diluted)                 -        -                 -           -                 ($2.71)        -
Earnings (loss) per common
     share (basic and diluted)              ($0.66)  $0.42            ($0.34)      $1.00                ($2.64)     $2.46
Cash dividends declared
     per common share                        $0.31   $0.31             $0.62       $0.62                 $1.24      $1.21           
Cash dividends paid
     per common share                        $0.31   $0.31             $0.62       $0.62                 $1.24      $1.18           

</TABLE>


These unaudited  statements are submitted as a matter of general information and
are not  intended  to  induce,  or to be used in  connection  with,  any sale or
purchase of securities.  These  statements  should be read in  conjunction  with
Illinova's and Illinois Power Company's 1998 Quarterly  Reports on Form 10-Q and
Form 8-K filings to the  Securities  and Exchange  Commission,  Illinova's  1997
Annual Report to Shareholders  (included in the Proxy  Statement) and Illinova's
and  Illinois  Power  Company's  1997 Form 10-K  filings to the  Securities  and
Exchange Commission.


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