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FORM 8-B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
PURSUANT TO SECTION 12(B) OR (G) OF
THE SECURITIES EXCHANGE ACT OF 1934
ILLINOVA CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 37-1319890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 South 27th Street, Decatur, Illinois 62525-1805
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Name of each exchange on
Title of each class which each class is to
to be so registered be registered
Common Stock, without par value New York Stock Exchange
Chicago Stock Exchange
Securities to be registered pursuant to Section 12(g) of the
Act:
NA
(Title of class)
NA
(Title of class)
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. General Information
(a) Illinova Corporation (the "Company") was
organized on November 12, 1993 as a corporation under the laws
of the State of Illinois.
(b) The Company's fiscal year ends on December 31.
Item 2. Transaction of Succession.
(a) The Company's predecessor, Illinois Power
Company, an Illinois corporation ("IP"), has securities
registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Act"). Upon
consummation of the Merger (as defined below), IP intends to
terminate such registration.
(b) Upon the (i) approval of holders of two-thirds
of the outstanding shares of IP Common Stock and IP Preferred
Stock, voting together as a single class, (ii) approval of
certain regulatory authorities, (iii) filing by the Company of
Articles of Merger with the office of the Secretary of State
of the State of Illinois and (iv) issuance by the Secretary of
State of the State of Illinois of a Certificate of Merger, IP
Merging Corporation, an Illinois corporation and wholly-owned
subsidiary of the Company will merge with and into IP (such
transaction being referred to herein as the "Merger"). In
connection with the Merger, each share of IP Common Stock will
be converted into Common Stock of the Company. The result of
the Merger will be the creation of a holding company structure
with IP becoming a wholly-owned subsidiary of the Company.
Item 3. Securities to be Registered.
The authorized capital stock of the Company consists
of 200,000,000 shares of Common Stock without par value. Upon
consummation of the Merger, the Company anticipates it will
have 75,643,937 shares of Common Stock issued and outstanding
and 3,456,063 shares reserved for issuance pursuant to the
Company's employee benefit plans. No shares of Common Stock
of the Company are currently held by or for the account of the
Company.
Item 4. Description of Registrant's Securities to be
Registered.
The information required by this Item is
incorporated herein by reference to the information under the
captions "Holding Company Capital Stock" and "Comparative
Shareholders' Rights" contained in the Proxy Statement and
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Prospectus dated December 20, 1993 (the "Proxy Statement")
contained in the Company's Registration Statement on Form S-4
(Reg. no. 33-51053) (the "Registration Statement").
Item 5. Financial Statements and Exhibits.
(a) No financial statements are required to be
filed herewith because the consolidated capital structure of
the Company immediately after consummation of the Merger will
be substantially the same as that of IP immediately prior to
consummation of the Merger.
(b) Exhibits.
1. The Agreement and Plan of Merger and
Supplemental Agreement relating to the Merger are contained in
the Proxy Statement incorporated herein by reference.
2. The Proxy Statement is incorporated herein by
reference to the Registration Statement, of which the Proxy
Statement is a part.
3. The information under the captions "Holding
Company Capital Stock" and "Comparative Shareholders' Rights"
contained in the Proxy Statement as incorporated herein by
reference in Item 4 above.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this application for registration to be signed on its
behalf by the undersigned, thereunto duly authorized, on this
5th day of May, 1994.
ILLINOVA CORPORATION
By: /s/Leah Manning Stetzner
Leah Manning Stetzner
Secretary
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