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As filed with the Securities and Exchange Commission
on May 27, 1994
File No. 33-60124
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
ILLINOVA CORPORATION
(Formerly known as IP HOLDING COMPANY)
(Exact name of registrant as specified in its charter)
ILLINOIS APPLIED FOR
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 South 27th Street
Decatur, Illinois 62525
(Address of principal executive offices)
Registrant's telephone number, including area code:
(217) 424-6600
ILLINOIS POWER COMPANY 1992 LONG-TERM INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Leah Manning Stetzner
Secretary and Treasurer
Illinova Corporation
(Formerly known as IP Holding Company)
500 South 27th Street
Decatur, Illinois
(217) 424-6600
(Agent for service)
__________________________________
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Act"), Illinova Corporation (formerly known as IP Holding Company), an Illinois
corporation, as successor issuer to Illinois Power Company, an Illinois
corporation, hereby adopts this registration statement, as amended, for all
purposes under the Act and the Securities Exchange Act of 1934, as amended. See
"Description of the Transaction" herein.
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Description of the Transaction
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This Amendment is being filed in connection with a corporate restructuring
of Illinois Power Company, an Illinois corporation ("Illinois Power"). The
objective of such restructuring is to have Illinois Power become a separate,
wholly-owned subsidiary of Illinova Corporation (formerly known as IP Holding
Company), an Illinois corporation ("Holding Company"), the new parent holding
company, with the present holders of the common stock of Illinois Power Company
becoming holders of the common stock of Holding Company.
On February 9, 1994, the shareholders of Illinois Power Company at a
special meeting approved the Agreement and Plan of Merger dated November 15,
1993 ("Merger Agreement"). Pursuant to the Merger Agreement, Illinois Power will
become a subsidiary of Holding Company through the merger of a newly formed
subsidiary of the Holding Company, IP Merging Corporation into Illinois Power.
In the merger, the holders of Illinois Power Common stock will become the
holders of Holding Company Common Stock and Holding Company will become the sole
holder of Illinois Power Common Stock. Accordingly, all shares of common stock
offered under the Illinois Power Company 1992 Long-Term Incentive Compensation
Plan (the "1992 LTIC Plan") will be shares of Holding Company common stock, not
shares of Illinois Power Company common stock. In approving the Merger
Agreement, the shareholders of Illinois Power ratified the amendment of the 1992
LTIC Plan by Holding Company.
Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Act"), Holding Company, as successor issuer to Illinois Power under the Merger
Agreement, hereby expressly adopts, as of May 26, 1994, the Registration
Statement on Form S-8, as amended (Registration No. 33-60124), of Illinois Power
Company, which Registration Statement is applicable to shares of common stock
issuable under the 1992 LTIC Plan, as the Registration Statement of Holding
Company for all purposes under the Act and the Securities Exchange Act of 1934,
as amended.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference.
(a) Illinova Corporation: The following documents, which have
heretofore been filed by the registrant with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (File No. 33-51053)
are incorporated by reference herein and shall be deemed to be part hereof:
(i) Form S-4 filed November 15, 1993, as amended.
(ii) Description of Common Stock included in the Registration Statement
on Form S-4, filed under the Securities Act of 1933, including any
amendment or report filed for the purpose of updating such
description .
(b) Illinois Power Company: The following documents, which have
heretofore been filed by Illinois Power Company with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (File No. 1-3004),
are incorporated by reference herein and shall be deemed to be a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31, 1993.
(ii) Quarterly Report on Form 10-Q for the quarter ended March 31,
1994.
All documents subsequently filed by the registrant or the plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and shall be deemed a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the shares of Common Stock registered
hereunder will be passed upon for the Company by Leah Manning Stetzner, its
Vice-President, General Counsel and Corporate Secretary. As of April 30, 1994,
Ms. Stetzner beneficially owned 680 shares of Common Stock and has options to
acquire 5,000 shares of Common Stock
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granted under the Illinois Power Company Long-Term Incentive Compensation Plan,
none of which options to purchase shares were currently exercisable.
Item 6. Indemnification of Directors and Officers.
(a) The Business Corporation Act of Illinois (Section 8.75) gives Illinois
corporations broad powers to indemnify their present and former directors and
officers and those of affiliated corporations against expenses incurred in the
defense of any lawsuit to which they are made parties by reason of being or
having been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action the
right to be so indemnified; and authorizes the registrant to buy directors' and
officers' liability insurance. Such indemnification is not exclusive of any
other rights to which those indemnified may be entitled under the certificate of
incorporation, the by-laws, any agreement, any vote of stockholders or
otherwise.
(b) Article VIII of the By-laws of the registrant provides, in substance,
that the registrant shall indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which such person is made a party or threatened to be made a
party by reason of his being or having been a director, officer, employee or
agent of the registrant, or serving or having served at the request of the
registrant in one or more of the foregoing capacities with another corporation,
partnership, joint venture, trust or other enterprise. The indemnification is
not exclusive of other rights and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his heirs, executors and administrators.
(c) The registrant maintains director and officer liability insurance
coverage for its directors and officers and those of its subsidiaries. This
coverage insures such persons against certain losses that may be incurred by
them in their respective capacities as directors, officers or employees, with
respect to which they are indemnified under the [Articles of Incorporation] of
the registrant or otherwise. Premiums for the policy are paid by the
registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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Item 9. Undertakings.
A. Rule 415 Offering.
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The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
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B. Filings Incorporating Subsequent Exchange Act Documents by Reference.
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Indemnification of Directors and Officers.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's certificate of
incorporation or by-laws or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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EXHIBIT INDEX
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<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
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<S> <C> <C>
4(a) The registrant hereby incorporates by reference
Illinois Power's Restated Articles of Incorporation, as
amended through April 19, 1984. Filed as Exhibit 19
to the Quarterly Report on Form 10-Q under the
Securities Exchange Act of 1934 for the quarter ended
June 30, 1984. (File No. 1-3004).
4(b) The registrant hereby incorporates by reference
Illinois Power's Amendment to the Restated Articles
of Incorporation of the Company, dated April 19,
1989. Filed as Exhibit 19 to the Quarterly Report on
Form 10-Q under the Securities Exchange Act of
1934 for the quarter ended March 31, 1989. (File
No. 1-3004).
4(c) The registrant hereby incorporates by reference
Illinois Power's Statement of Resolution Establishing
Series of Cumulative Preferred Stock, Adjustable Rate
Series B, dated April 29, 1985. Filed as Exhibit 4(b)
to the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1985. Registration No. 2-90809.
4(d) The registrant hereby incorporates by reference
Illinois Power's Statement of Resolution Establishing
Series of 8.52% Cumulative Preferred Stock, dated
February 20, 1986. Filed as Exhibit 4(b) to the
Current Report on Form 8-K dated February 18,
1986. Registration No. 33-2867.
4(e) The registrant hereby incorporates by reference
Illinois Power's Statement of Resolution Establishing
Series of 8.00% Cumulative Preferred Stock, dated
December 18, 1986. Registration No. 33-10683.
Filed as Exhibit 3(f) to the Annual Report on Form
10-K under the Securities Exchange Act of 1934 for
the year ended December 31, 1986.
</TABLE>
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<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
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<S> <C> <C>
4(f) The registrant hereby incorporates by reference
Illinois Power's By-laws of the Company, as amended
through June 10, 1992. Filed as Exhibit 3(e) to the
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1992.
4(g) Illinois Power Company 1992 Long-Term Incentive
Compensation Plan (as amended), previously filed.
4(h) The registrant hereby incorporates by reference its
Articles of Incorporation dated November 12, 1993,
as amended after January 1, 1994 and prior to the
merger date. Filed as Exhibit 3(a) and 3(b) to the
Form S-4; Registration No. 33-51053.
4(i) The registrant hereby incorporates by reference its
By-laws, dated November 12, 1993. Filed as Exhibit
3(c) to the Form S-4; Registration No. 33-51053.
5 Opinion of Leah Manning Stetzner.
23(a) Consent of Price Waterhouse.
23(b) Consent of Counsel (Consent of Counsel included in
Exhibit item number 5).
</TABLE>
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 1 to the Form S-8 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Decatur, State of Illinois, on the 26th day of May,
1994.
ILLINOVA CORPORATION FORMERLY
KNOWN AS IP HOLDING COMPANY
BY: /s/ Larry D. Haab
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Larry D. Haab
Chairman, President, Chief Executive
Officer and Sole Director
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Form S-8 Registration Statement has been signed
below by the following persons in the capacities stated below on the 26th day of
May, 1994.
/s/ Larry D. Haab
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Larry D. Haab Chairman, President, Chief Executive Officer
and Sole Director (principal executive officer)
/s/ Leah Manning Stetzner
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Leah Manning Stetzner Treasurer (principal financial and accounting
officer)
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[ON ILLINOIS POWER COMPANY LETTERHEAD] Exhibit 5
May 24, 1994
Illinova Corporation
500 S. 27th Street
Decatur, IL 62525
RE: Post-Effective Amendment No. 1 to the Form S-8
Registration Statement relating to the Illinois
Power Company Long-Term Incentive Compensation Plan
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Ladies and Gentlemen:
I am the Treasurer and Secretary of Illinova Corporation and the Vice President,
General Counsel and Corporate Secretary of Illinois Power Company and have
examined and am familiar with: (i) the Certificate of Incorporation and Bylaws
of Illinova Corporation; (ii) the above referenced Post-Effective Amendment No.
1 to the Form S-8 Registration Statement and the corporate proceedings taken and
to be taken relating to that post-effective amendment and the authorization and
issuance of shares of common stock in connection therewith; (iii) the Illinois
Power Company Long-Term Incentive Compensation Plan (the "Plan"); and (iv) such
other documents and matters of law and fact as I have deemed necessary in order
to express the following opinion.
Based upon the foregoing, it is my opinion that the shares of common stock of
Illinova Corporation to be issued in connection with the Plan have been duly
authorized, and upon the issuance thereof in accordance with the terms of the
Plan will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the above
referenced Post-Effective Amendment to the Form S-8 Registration Statement.
Very truly yours,
/s/ Leah Manning Stetzner
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Leah Manning Stetzner
Treasurer and Secretary
Illinova Corporation
Vice President, General Counsel and Corporate Secretary
Illinois Power Company
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Exhibit 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this post-effective
amendment to the Registration Statement on Form S-8 (No. 33-60124), relating to
the Illinois Power Company 1992 Long-Term Incentive Compensation Plan, of our
report date February 9, 1994 which appears on page 26 of the 1993 Annual Report
to Shareholders of Illinois Power Company , which is incorporated by reference
in Illinois Power Company's Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on page 43 of such
Annual Report on Form 10-K.
/s/ Price Waterhouse
PRICE WATERHOUSE
May 25, 1994
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