ILLINOIS POWER CO
8-K, 2000-03-01
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)
                                February 29, 2000



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  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 6.



                                       1
<PAGE>


Item 5.  Other Events

     Certain   information   contained  in  this   release  is   forward-looking
information  based on  current  expectations  and plans that  involve  risks and
uncertainties.   Forward-looking   information  includes,  among  other  things,
statements  concerning  the effects of the  restatement of Illinova's  financial
statements and Illinova's merger with Dynegy Inc.

     Although the companies  believe that this  forward-looking  information  is
accurate,  their businesses are dependent on various regulatory issues,  general
economic  conditions  and future  trends,  and these  factors  can cause  actual
results to differ materially from the forward-looking  information that has been
provided.   The  reader  is  cautioned  not  to  put  undue   reliance  on  this
forward-looking information,  which is not a guarantee of future performance and
is subject to a number of  uncertainties  and other  factors,  many of which are
outside of the companies' control.


ILLINOVA ANNOUNCES 1999 RESULTS

     On February 28, 2000, Illinova Corporation reported 1999  earnings of  $42
million, or 60 cents per  basic  and  diluted share.  For  the fourth  quarter,
Illinova reported a  loss  of  $36 million, or  51 cents  per basic and diluted
share.  Illinova's 1999 results  reflect  certain one-time items, including $34
million, or 48 cents per share, of  expenses related  to its recently completed
merger with Dynegy Inc.

     In pulling together the pieces related to  the  Clinton Power Station sale
and the business segment  restructuring,  a change in the calculation of the net
Clinton write-off on which Illinova based its  quasi-reorganization at  year-end
1998 was identified.  Accordingly,  Illinova has  filed  amended 1998 financial
statements  with  the  Securities  and  Exchange  Commission  (SEC).  With  the
correction, Illinova's  net loss  for 1998  increased  by $197 million  to $1.58
billion,  or $22.04  per share  versus  a  previously  reported  loss of $19.30
per share.  In addition,  as part of the restatement,  the transition regulatory
asset has been reduced by $326 million, to $457 million.  Amending the financial
statements has no impact on the company's rates or the reliability of service to
its customers, and it has no impact on Illinova's merger with Dynegy.

     Illinova has also provided the SEC its amended financial statements for the
first, second, and third quarters of 1999, incorporating the effects of the 1998
change.  Previously reported 1999 quarterly earnings were unaffected.

     In 1999, Illinova became the first energy company in the nation to transfer
its entire fleet of fossil-fueled generating units into a separate,  unregulated
affiliated company.  The integration of these generating assets  into Dynegy's
national power  portfolio  will provide greater  flexibility and improved power
supply reliability for Illinois Power.

     In December 1999 Illinova sold its Clinton Power Station to  AmerGen Energy
 Co. -- a transaction that  was  completed  more quickly than any other nuclear
plant sale, either planned or completed  to date, in  the  United States.  As a
result  of  the sale  of  Clinton,  net equity increased $88  million, since the
quasi-reorganization,   as   adjusted,   originally   assumed   a  shutdown and
decommissioning scenario.

    Illinova is the parent company of  Decatur, Ill. - based  Illinois Power, a
regulated energy delivery company that  provides electricity  and  natural  gas
service to 650,000 customers over a 15,000-square-mile territory throughout much
of Illinois.


                                       2
<PAGE>



Item 7.  Financial Statements

                  (A)      Financial Statements

                  (99.1)  Illinova Consolidated Income Statements






                                       3
<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
                                            ---------------------------
                                            Larry F. Altenbaumer
                                            President
                                            on behalf of
                                            Illinova Corporation



Date:    February 29, 2000



                             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
                                            ---------------------------
                                            Larry F. Altenbaumer
                                            President
                                            on behalf of
                                            Illinois Power Company


Date:    February 29, 2000



                                       4
<PAGE>



Exhibit Index

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

Exhibit
Number            Description

99.1              Illinova Consolidated Income Statements



                                       5
<PAGE>



<TABLE>
<CAPTION>

Illinova
Condensed Consolidated Statements of Income

                                                     Three Months Ended *                 Twelve Months Ended
                                                         December 31,                         December 31,
                                                 ---------------------------------    ------------------------------
         <S>                                         <C>       <C>       <C>             <C>       <C>       <C>
                                                               As    % Change                      As     % Change
                                                            Restated     Fav/                   Restated      Fav/
                                                    1999       1998    (Unfav)           1999       1998    (Unfav)
                                                                  (Millions)                               (Millions)
Operating Revenues
      Electric                                  $   257.0 $    251.1         2 %    $  1,174.8 $  1,224.2        (4)%
      Electric interchange                           48.0       63.1       (24)          445.9      557.2       (20)
      Gas                                            92.7       83.2        11           303.7      287.8         6
      Diversified enterprises                        98.6       87.2        13           500.4      361.4        38
                                                 ---------  ---------                 --------- ----------
        Total                                       496.3      484.6         2         2,424.8    2,430.6        (0)
                                                 ---------  ---------                 --------- ----------

Operating Expenses
      Fuel for electric plants                       57.7       67.2        14           246.9      250.2         1
      Power purchased                                30.6       91.0        66           328.1      735.2        55
      Gas purchased for resale                       54.7       45.9       (19)          164.6      149.6       (10)
      Diversified enterprises                       118.9       96.8       (23)          546.9      392.0       (40)
      Other operating and maintenance               175.4      173.2        (1)          603.8      537.9       (12)
      Depreciation and amortization                  43.9       51.4        15           176.6      203.6        13
      Amortization of regulatory asset               17.2          -      (100)           26.4          -      (100)
      General Taxes                                  24.1       22.9        (5)          102.6      123.2        17
      Clinton plant impairment loss                     -    2,666.9       100               -    2,666.9       100
                                                 ---------  ---------                 --------- ----------
        Total                                       522.5    3,215.3        84         2,195.9    5,058.6        57
                                                 ---------  ---------                 --------- ----------

Operating Income (Loss)                             (26.2)  (2,730.7)       99           228.9   (2,628.0)      109
                                                 ---------  ---------                 --------- ----------

Other Income
      Miscellaneous - net                            (3.7)       0.3         -            18.7        3.1         -
      Equity earnings in affiliates                   6.0       10.8       (44)           12.9       22.5       (43)
                                                 ---------  ---------                 --------- ----------
        Total                                         2.3       11.1       (79)           31.6       25.6        23
                                                 ---------  ---------                 --------- ----------

Income (Loss) Before Interest Charges and
  Income Taxes                                      (23.9)  (2,719.6)       99           260.5   (2,602.4)      110
                                                 ---------  ---------                 --------- ----------

Interest Charges
      Interest expense                               22.0       36.7        40           163.5      146.0       (12)
      Allowance for borrowed funds
        used during construction                     (0.2)       0.6       133            (4.2)      (3.2)       31
      Preferred dividend requirements
        of subsidiary                                 4.8        4.9         2            19.2       19.8         3
                                                 ---------  ---------                 --------- ----------
        Total                                        26.6       42.2        37           178.5      162.6       (10)
                                                 ---------  ---------                 --------- ----------

Income (Loss) Before Income Taxes                   (50.5)  (2,761.8)       98            82.0   (2,765.0)       103
                                                 ---------  ---------                 --------- ----------

Income Taxes
      Income tax - impairment loss                      -     (982.8)     (100)              -     (982.8)      (100)
      ITC - Clinton impairment                          -     (160.4)      (100)              -     (160.4)      (100)
      Other income taxes                            (14.5)     (36.5)      (60)           41.4      (42.3)        -
                                                 ---------  ---------                 --------- ----------
        Total                                       (14.5)  (1,179.7)       (99)           41.4   (1,185.5)       (103)
                                                 ---------  ---------                 --------- ----------

Net Income (Loss)                                   (36.0)  (1,582.1)       98            40.6   (1,579.5)        103

      Carrying amount over (under)
        consideration paid for redeemed
        preferred stock of subsidiary                 0.2          -       100             1.7          -        100
                                                 ---------  ---------                 --------- ----------

Net Income (Loss) Applicable to Common Stock    $   (35.8)$ (1,582.1)       98      $     42.3 $ (1,579.5)       103
                                                 =========  =========                 ========= ==========

Weighted average common shares                       70.0       71.5                      69.9       71.7

Earnings (loss) per common share (basic and diluted($0.51)   ($22.13)                     $0.60   ($22.04)

Cash dividends declared
      per common share                              $0.31      $0.31                     $1.24      $1.24
Cash dividends paid
      per common share                              $0.31      $0.31                     $1.24      $1.24

</TABLE>
* UNAUDITED

These  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 1999 Quarterly  Reports on Form 10-Q/A and Form 8-K and
8-K/A  filings to the  Securities  and  Exchange  Commission,  and  Illinova and
Illinois  Power  Company's  1998 Form  10-K/A and 1999 Form 10-K  filings to the
Securities and Exchange Commission.



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