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As filed with the Securities and Exchange Commission
on May 27, 1994
File No. 33-25699
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
To
FORM S-3
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
AUTOMATIC REINVESTMENT AND STOCK PURCHASE 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)
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [X]
__________________________________
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 Automatic Reinvestment and Stock
Purchase Plan (the "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 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. 33-25699), of Illinois Power
Company, which Registration Statement is applicable to shares of common stock
issuable under the Plan, as the Registration Statement of Holding Company for
all purposes under the Act and the Securities Exchange Act of 1934, as amended.
Incorporation of Documents by Reference
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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.
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(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.
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.
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PROSPECTUS
ILLINOIS POWER COMPANY
AUTOMATIC REINVESTMENT AND
STOCK PURCHASE PLAN
____________________
The Automatic Reinvestment and Stock Purchase Plan (the "Plan") of
Illinois Power Company (the "Company") provides holders of the Company's Common
Stock, Serial Preferred Stock and Preference Stock with an opportunity to
purchase additional shares of its Common Stock by having their cash dividends on
such holdings automatically reinvested in such stock. In addition, certain
holders of Common Stock, Serial Preferred Stock and Preference Stock will be
able to invest additional amounts of cash in Common Stock provided that such
amounts shall be not less than $25 per payment. These optional cash payments
may be made whether or not the holder is participating in the automatic
reinvestment of dividends. The Company reserves the right to refuse any
optional cash payment in excess of $5,000 per quarter in its sole discretion.
Cash dividends on shares (including any fractional share) credited to a
participant's account under the Plan are automatically reinvested in additional
shares of Common Stock.
Shares of Common Stock purchased on behalf of participants will, at
the Company's discretion, be previously issued shares purchased on the open
market or new issue shares purchased directly from the Company. The method for
determining the price of shares of Common Stock purchased under the Plan is set
forth in the answer to Question 10 contained in this Prospectus. No brokerage
commissions or service charges will be incurred by participants for purchases
made under the Plan.
The Plan has been amended, effective September 5, 1990, to permit
purchases of previously issued shares on the open market as well as purchases of
new issue shares directly from the Company, to eliminate the 5% discount on the
price of new issue shares purchased with cash dividends, and to make certain
other changes as described herein. You are encouraged to read the enclosed Plan
carefully. The Plan, as set forth herein under the caption "Automatic
Reinvestment and Stock Purchase Plan" replaces, effective September 5, 1990, the
description of the Plan contained in the Prospectus dated December 12, 1988.
This Prospectus should be retained for future reference.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________
The date of this Prospectus is August 20, 1990.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission ("Commission"). Reports,
proxy statements and other information filed by the Company with the Commission
may be inspected and copied at the public reference facilities of the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the
Commission's Chicago Regional Office, Room 1204, 219 South Dearborn Street,
Chicago, Illinois 60604, and New York Regional Office, 75 Park Place, New York,
New York 10007. Copies of such material can be obtained from the Public
Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and
other information concerning the Company may also be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York and Midwest
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois, on which exchanges
certain of the Company's securities are listed.
CALIFORNIA DISCLOSURE STATEMENT
The following statement is furnished in accordance with Section 12262 of
the Government Code of the State of California: The Company does not do business
in, and does not do business with any person or group located in, South Africa.
This information is accurate only as of the date of this Prospectus. Investors
may contact the Secretary of State of the State of California for updated
information at the following address: South Africa Business Notice, Office of
the Secretary of State, 1230 J Street, Room 100, Sacramento, California 95814,
telephone number (916) 327-6427.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1989.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1990 and June 30, 1990.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in (a) above.
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(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 10 filed under the Securities Exchange Act of
1934.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference, other than exhibits to
such documents which are not specifically incorporated by reference into the
information that this Prospectus incorporates. Requests for such copies should
be directed to Ms. Leah Manning Stetzner, General Counsel and Secretary,
Illinois Power Company, 500 South 27th Street, Decatur, Illinois 62525,
telephone number: 217-424-6850.
THE COMPANY
Illinois Power Company is herein referred to as the "Company." The Company
was incorporated under the laws of the State of Illinois on May 25, 1923. It is
engaged in the generation, transmission, distribution and sale of electric
energy and the distribution and sale of natural gas in the State of Illinois.
The executive offices of the Company are located at 500 South 27th Street,
Decatur, Illinois 62525, and its telephone number is 217-424-6600.
USE OF PROCEEDS
The proceeds from the sale of the new issue shares of Common Stock being
offered by the Company to the holders of its Common Stock. Serial Preferred
Stock and Preference Stock under the Plan will provide the Company with funds to
reimburse its treasury for capital expenditures theretofore made and will be
applied toward its continuing construction program or will be used for other
general corporate purposes. The Company has no basis for estimating either the
number of new issue shares of its Common Stock that may be purchased under the
Plan or the prices which it will receive for such shares.
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AUTOMATIC REINVESTMENT AND STOCK PURCHASE PLAN
The Plan was established by the Company's Board of Directors in 1975 and
amended effective September 5, 1990. As of the date of this Prospectus, the
Company has suspended the dividend on its Common Stock. The Plan is set forth in
the following 22 numbered questions and answers.
1. WHAT IS THE PLAN?
The Plan provides that holders of the Company's Common Stock, Serial
Preferred Stock and Preference Stock may reinvest automatically their cash
dividends in additional shares of Common Stock. Certain stockholders may also
make optional cash payments for the same purpose. The following questions and
answers explain how a stockholder may have his cash dividends reinvested and how
he may, if eligible, purchase additional shares for cash.
2. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers a convenient and economical way for holders of Common Stock
to increase their ownership of shares of the Company's Common Stock, and for
holders of Serial Preferred Stock and Preference Stock who are not already
holders of Common Stock, to invest in the Common Stock. Once a participant is
enrolled in the Plan, his cash dividends plus any optional cash payments will be
used to purchase additional shares of Common Stock (both whole and fractional
shares). The participant pays no brokerage commissions or service charges for
purchases made under the Plan.
Purchases of new issue Common Stock under Plan will provide the Company
with funds to reimburse its treasury for capital expenditures heretofore made
and will be applied towards its continuing construction program or will be used
for other general corporate purposes.
3. WHO ADMINISTERS THE PLAN?
The Company or an agent duly appointed by the Company (the
"Administrator"), will administer the Plan and make purchases of new issue
shares of Common Stock as agent for the participants; however, purchases of
shares of Common Stock on the open market will be made by a broker-dealer (the
"Agent") retained by the Company on behalf of the participants. The Board of
Directors has the authority to change the Administrator at any time.
If you decide to participant in the Plan, the Administrator will keep a
continuous record of your participation and send you a statement of your account
under the Plan for each month in which a transaction takes place. The
Administrator or the Agent will hold and
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act as custodian of shares purchased under the Plan. This will relieve you of
the responsibility for the safekeeping of multiple certificates for shares
purchased and protect against loss, theft or destruction of stock certificates.
Normally, certificates for shares purchased under the Plan will not be issued to
participants. The number of shares credited to your account under the Plan will
be shown on your statement of account. However, certificates for any number of
whole shares credited to your account under the Plan will be issued to you upon
your written request to the Administrator at the address shown below. Any
remaining whole or fractional shares will continue to be credited to your
account. Certificates for fractional shares will not be issued.
All correspondence concerning the Plan should be addressed to the
Administrator:
Illinois Power Company
Shareholder Services
500 South 27th Street
Decatur, Illinois 62525-1805
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any holder of record of the Company's Common Stock, Serial Preferred Stock
or Preference Stock is eligible to participate in the Plan. If you own stock
which is registered in someone else's name and you want to participate in the
Plan, it may be necessary to withdraw your stock from "street name" or other
registration and register them in your own name.
5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
If you are an eligible stockholder, you may join the Plan at any time by
completing the Authorization Card provided by the Company and returning it to
the Administrator at the address shown in the answer to Question 3.
Authorization Cards will be furnished to eligible stockholders at any time upon
request to the Administrator. As described above, the Authorization Card may be
used by individual stockholders for making initial optional cash payments. This
form and payment should be sent to the Administrator. The Administrator will
provide information and forms for subsequent optional cash payments.
6. WHEN MAY AN ELIGIBLE STOCKHOLDER JOIN THE PLAN?
You may join the Plan at any time.
If you are a holder of Common Stock, Serial Preferred Stock or Preference
Stock on the applicable dividend record date and your Authorization Card is
received by the Administrator on or before the tenth day of the month preceding
a cash dividend payment date (dividend payment dates for both Common Stock and
Serial Preferred Stock normally
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are the first day of February, May, August and November), the dividend will be
reinvested in additional shares of Common Stock for your account under the Plan.
If your Authorization Card is received after the tenth day of the month
preceding a cash dividend payment date the dividend will be paid to you in cash
and your participation in the Plan will begin with the next cash dividend
payment. Thus, for example, a February 1 cash dividend will be used to purchase
additional shares of Common Stock under the Plan only if your Authorization Card
is received on or before January 10.
7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card directs the Administrator to invest the cash
dividends on a designated number of shares of the Common Stock, Serial Preferred
Stock, Preference Stock or any combination of that stock, registered in your
name and on shares credited to your account under the Plan. It also gives
certain participants in the Plan the alternative of making optional cash
payments whether or not they reinvest their dividends. The Authorization Card
also directs the Administrator to use these cash dividends, together with any
optional cash payments made by you, to purchase additional shares of Common
Stock.
8. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
Only an individual stockholder who has submitted a signed Authorization
Card listing his social security number is eligible to make optional cash
payments. Corporations, partnerships and other such entities are not eligible to
make optional cash payments. Cash payments may not be less than $25 per payment.
The Company reserves the right to refuse any optional cash payment in excess of
$5,000 per quarter in its sole discretion. An optional cash payment received on
or before the 25th day of a month will be used to purchase additional shares of
Common Stock on the open market in the next Open Market Investment Period (as
defined in the answer to Question 9) or to purchase additional shares of Common
Stock directly from the Company on the next Investment Date (as defined in the
answer to Question 10). An optional cash payment received after the 25th day of
a month will be used to purchase additional shares of Common Stock in the second
Open Market Investment Period (in the case of open market purchases) or on the
second Investment Date following its receipt. No interest will be paid on
optional cash payments. Cash dividends will not be paid on shares purchased with
optional cash payments unless those shares were purchased prior to the ex-
dividend date for the related dividend payment. The same amount of cash need not
be sent each month and there is no obligation to make an optional cash payment
each month.
9. HOW WILL THE SHARES BE PURCHASED?
On or about the 25th day of each month, the Company will notify the Agent
and the Administrator of the Company's decision concerning whether purchases
will be on the open market or directly from the Company, and if open market
purchases are to be made, the Company will notify the Agent and the
Administrator of the estimated aggregate amount of
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dividends and/or optional cash payments available for the purchase of shares of
Common Stock of the Company.
a. COMMON STOCK PURCHASED ON THE OPEN MARKET:
If shares of Common Stock are to be purchased on the open market, the
Administrator will confirm to the Agent, as soon as practicable after the giving
of such estimate, the actual amount available for the purchase of shares of
Common Stock. Commencing after the initial notification, the Agent will use all
funds available under the Plan to purchase shares of Common Stock of the
Company. The Agent will complete all purchases for the Plan within the period
ending 30 days after first receiving notification of the estimated aggregate
amount of dividends and optional cash payments available for investment (the
"Open Market Investment Period").
The Agent will have full discretion as to all matters relating to such
purchases, including determining the number of shares, if any, to be purchased
on any day or at any time of that day, the prices paid for such shares, the
markets on which such purchases are made, and the persons (including other
brokers and dealers) from or through whom such purchases are made. In making
such purchases, the Agent will act entirely independently of the Administrator
and the Company and will not consult with or be directed or influenced by either
in any way. The Agent will use its best judgment in connection with all
purchases made on behalf of the Plan, with the objective of realizing the best
purchase prices obtainable for the Common Stock and maximizing the number of
shares that can be purchased with Plan funds.
b. COMMON STOCK PURCHASED DIRECTLY FROM THE COMPANY:
If shares of Common Stock are to be purchased directly from the Company,
the Administrator will make such purchases on the Investment Date.
10. WHAT IS THE PRICE OF THE ADDITIONAL SHARES OF COMMON STOCK TO BE PURCHASED
UNDER THE PLAN?
a. COMMON STOCK PURCHASED ON THE OPEN MARKET:
For shares of Common Stock purchase don the open market, the price per
share of the shares credited to a participant's account (whether through
reinvestment of cash dividends or optional cash payments) will be the weighted
average of the prices paid by the Agent for all shares purchased during the Open
Market Investment Period in which shares of Common Stock allocated to a
participant's account were purchased.
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b. COMMON STOCK PURCHASED DIRECTLY FROM THE COMPANY:
For shares of Common Stock purchased directly from the Company, the price
per share of the shares credited to a participant's account (whether through
reinvestment of cash dividends or optional cash payments) will be the average of
the high and low prices for the Company's Common Stock on the Composite Tape as
reported in the Midwest Edition of the Wall Street Journal on the Investment
Date on which such shares are purchased. The Investment Date for cash dividends
will be each dividend payment date, or the next succeeding date the New York
Stock Exchange ("NYSE") is open for business if the NYSE is not open on such
payment date. The Investment Date for optional cash payments will be the first
day on which the NYSE is open for trading in each month. If no trading occurs in
the Company's Common Stock on the Investment Date, the purchase price will be
determined on the basis of the average of high and low prices on the next
preceding day on which trading occurred. Any fraction of a cent will be rounded
up.
11. HOW MANY SHARES WILL BE PURCHASED FOR THE PARTICIPANT?
If you are a participant and if you so direct, your cash dividend, together
with the cash dividend received on shares (including fractional shares) credited
to your account under the Plan, plus any optional cash payments made by you,
will be used to purchase additional shares of Common Stock for your account.
Both whole and fractional shares will be purchased, with the latter computed to
at least three decimal places. Shares purchased, including fractional shares,
will be credited to your account. The number of shares, including fractional
shares, so purchased will depend on the amount of your cash dividend payment,
the amount of your optional cash payments, if any, and the price of the shares
determined as provided in the answer to Question 10.
12. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
You will incur no brokerage commissions or service charges for purchases
made under the Plan. Certain charges, as described in the answer to Question
13, may be incurred by you upon your withdrawal from the Plan or upon
termination of the Plan by the Company. Additionally, if the Administrator
arranges for the sale of your shares, you will pay brokerage commissions and any
applicable transfer taxes or other fees as described in the answer to Question
15.
13. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
To withdraw from the Plan, you must notify the Administrator in writing of
your withdrawal. In the event you withdraw, or in the event of termination of
the Plan by the Company, certificates for whole shares credited to your account
under the Plan will be delivered to you by the Administrator and a cash payment
will be made for the sales price (less brokerage commission and any transfer
taxes) of any fractional share. Alternatively,
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you may request the Administrator to sell all of the shares, both whole and
fractional, held in your account under the Plan. The proceeds from the sale,
less any brokerage commissions and any applicable transfer taxes or other fees,
will be remitted to you. Sale requests may be accumulated and sales
transactions are expected to occur at least every ten business days.
14. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
You may withdraw from the Plan at any time.
If your request to withdraw is received by the Administrator on or before
the 25th day of a month, the amount of the cash dividend payment and any
optional cash payments which would otherwise have been invested in the next Open
Market Investment Period (in the case of open market purchases) or on the next
Investment Date (in the case of purchases directly from the Company) and all
subsequent dividends will be paid to you unless you re-enroll in the Plan.
If your request to withdraw is received by the Administrator after the 25th
day of a month, the amount of the cash dividend payment and any optional cash
payments scheduled to be invested in the next Open Market Investment Period (in
the case of open market purchases) or on the next Investment Date (in the case
of purchases directly from the Company) will be so invested but all subsequent
dividends will be paid to you unless you re-enroll in the Plan.
15. MAY A PARTICIPANT ASK THE ADMINISTRATOR TO SELL SHARES IN HIS ACCOUNT?
If you so request in writing, the Administrator will arrange to sell all or
any smaller number of the whole shares that are credited to your account under
the Plan and for which the Administrator or the Agent is holding the
certificates. This service is performed by the Administrator as a convenience
for participants because of the inherent time delays that sometimes accompany
the issuance of certificates to participants. The proceeds from the sale, less
any brokerage commissions and any applicable transfer taxes or other fees, will
be remitted to you. Sale requests may be accumulated and sales transactions are
expected to occur at least every ten business days.
16. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT, OR HAS A RIGHTS OFFERING?
Any shares distributed by the Company as a stock dividend on shares
(including fractional shares) credited to your account under the Plan, or upon
any split of such shares, will be credited to your account. Stock dividends or
splits distributed on all other shares held by you and registered in your own
name will be mailed directly to you. In a rights offering your entitlement will
be based upon your total holdings, including those credited to
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your account under the Plan. Rights applicable to shares credited to your
account under the Plan will be sold by the Administrator or the Agent and the
proceeds will be credited to your account under the Plan and applied to the
purchase of shares in the next Open Market Investment Period (in the case of
open market purchases) or on the next Investment Date (in the case of purchases
directly from the Company).
17. WHAT ARE THE FEDERAL INCOME TAX OBLIGATIONS OF PARTICIPANTS IN THE PLAN?
The following discussion of federal income tax obligations of participants
in the Plan is based on the tax laws currently in effect.
Under current law, cash dividends you have reinvested under the Plan will
be taxable as having been received by you even though you do not actually
receive cash but, instead, purchase additional shares under the Plan. If shares
are purchased on the open market, you will also recognize as federal taxable
income your allocable share of any brokerage fees and commissions incurred to
purchase such shares.
Your tax basis for shares acquired under the Plan through reinvested cash
dividends or optional cash payments will be equal to the amount paid for the
shares. If shares are purchased on the open market, the allocable share of the
brokerage fees and commissions incurred are added to your tax basis for such
shares. While you will not realize any taxable income when you receive
certificates for shares credited to your account under the Plan (as, for
example, when you withdraw from the Plan), you will realize a gain or a loss at
the time you sell the shares, either through the Administrator at your request
upon withdrawal from the Plan (See Questions 14-15) or directly by you after
withdrawal from the Plan, in an amount equal to the difference between the
amount received for such shares and your tax basis in those shares.
Participants should consult with their own tax advisors for further
information with respect to the tax consequences of their participation in the
Plan.
18. HOW ARE INCOME TAX WITHHOLDING PROVISIONS APPLIED TO FOREIGN STOCKHOLDERS?
In the case of those foreign stockholders who elect to have dividends
reinvested pursuant to the Plan and whose dividends are subject to United States
income tax withholding, the amount of the tax to be withheld will be deducted
from the amount of dividends to determine the amount to be reinvested.
19. HOW WILL A PARTICIPANT'S SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
STOCKHOLDERS?
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For each meeting of stockholders you will receive a proxy which will enable
you to vote shares registered in your name and also shares (including fractional
shares) credited to your account under the Plan.
20. WHO INTERPRETS AND REGULATES THE PLAN.
The Company reserves the right to interpret and regulate the Plan.
21. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. Any suspension, modification or termination of the Plan will be
announced by the Company to all holders of Common Stock, Serial Preferred Stock
and Preference Stock.
22. WHAT TYPE OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each participant will receive a statement of his account for each month in
which a transaction takes place. These statements are the participant's
continuing record of the cost of his purchases and should be retained for income
tax purposes. Participants will also receive the same communications as every
other stockholder, including the Annual Report, Notice of Annual Meeting and
Proxy Statement and Quarterly Reports. Participants will receive from the
Company the necessary tax information for reporting dividends on shares in their
account in the Plan.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 8.75 of the Business Corporation Act of 1983, the Company is
empowered, subject to the procedures and limitations stated therein, to
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
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
Company, or serving or having served at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Section 8.75 further provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise, and that such
indemnification shall continue as to a director, officer, employee or agent of
the Company who has ceased to serve in such capacity, and shall inure to the
benefit of their heirs, executors and administrators of such a person.
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The By-Laws of the Company provide, in substance, that the Company 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
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
Company, or serving or having served at the request of the Company 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.
The Company presently has an insurance policy which, among other things,
includes liability insurance coverage for officers and directors under which
officers and directors are covered against any "loss" arising from any claim or
claims made against them by reason of any "wrongful act" in their respective
capacities of directors or officers. "Loss" is specifically defined to exclude
fines and penalties, as well as matters deemed uninsurable under the law
pursuant to which the insurance policy shall be construed. The policy also
contains other specific exclusions, including illegally obtained personal profit
or advantages and dishonesty.
The policy also provides for reimbursement to the Company, subject to
certain deductibles, for loss incurred by having indemnified officers or
directors as authorized by the state statute, the Company's By-laws or any other
agreement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
LEGAL OPINIONS AND EXPERTS
The validity of the Common Stock has been passed upon for the Company by
Schiff Hardin & Waite, 7200 Sears Tower, 233 South Wacker Drive, Chicago,
Illinois 60606.
The audited financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1989 have been so incorporated in reliance on the report (which
contains an explanatory paragraph relating to the outcome of various
uncertainties related to the Clinton Power Station described in Note 2 to the
financial statements) of Price Waterhouse, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
-11-
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offering made by this Prospectus, and if
given or made, such information or representations must not be relied upon.
This Prospectus does not constitute an offering of any securities other than
those to which it relates, or an offering of those to which it relates to any
person in any jurisdiction in which such offering may not lawfully be made. The
delivery of this Prospectus at any time does not imply that the information
herein is correct as of any time subsequent to its date.
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<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 16. EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
- --------- ---------------------- -----------
<S> <C> <C>
2 The registrant hereby incorporates by reference the
Agreement and Plan of Merger between Illinois
Power Company and IP Merging Corporation dated as
of November 15, 1993. Attached as Exhibit A to its
Form S-4. Registration No. 33-51053.
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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
- --------- ----------------------- -----------
<S> <C> <C>
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.
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 Automatic Reinvestment and
Stock Purchase Plan, 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>
S-2
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Post-Effective Amendment No. 2 to the Form S-3 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
------------------------------------
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. 2 to the Form S-3 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
- --------------------------
Larry D. Haab Chairman, President, Chief Executive Officer
and Sole Director (principal executive officer)
/s/ Leah Manning Stetzner
- --------------------------
Leah Manning Stetzner Treasurer (principal financial and accounting
officer)
S-3
<PAGE>
[ON ILLINOIS POWER COMPANY LETTERHEAD] Exhibit 5
May 24, 1994
Illinova Corporation
500 S. 27th Street
Decatur, IL 62525
RE: Post-Effective Amendment No. 2 to the Form S-3
Registration Statement relating to the Illinois Power
Company Automatic Reinvestment and Stock Purchase Plan
------------------------------------------------------
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.
2 to the Form S-3 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 Automatic Reinvestment and Stock Purchase Plan 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-3 Registration Statement.
Very truly yours,
/s/ Leah Manning Stetzner
- -----------------------------
Leah Manning Stetzner
Treasurer and Secretary
Illinova Corporation
Vice President, General Counsel and Corporate Secretary
Illinois Power Company
S-4
<PAGE>
Exhibit 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this post-effective
amendment to the Registration Statement on Form S-3 (No. 33-25699), relating to
the Illinois Power Company Automatic Reinvestment and Stock Purchase Plan, of
our report dated 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
S-5
