SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
ILLINOIS POWER COMPANY
--------------------------------------------------------------------------------
(Name of Issuer)
4.08% Cumulative Preferred Stock, par value $50 per share, CUSIP No. 452092-20-8
4.20% Cumulative Preferred Stock, par value $50 per share, CUSIP No. 452092-30-7
4.26% Cumulative Preferred Stock, par value $50 per share, CUSIP No. 452092-40-6
4.42% Cumulative Preferred Stock, par value $50 per share, CUSIP No. 452092-50-5
4.75% Cumulative Preferred Stock, par value $50 per share, CUSIP No. 452092-60-4
7.75% Cumulative Preferred Stock, par value $50 per share, CUSIP NO. 452092-79-4
--------------------------------------------------------------------------------
(Title of Class of Securities)
(CUSIP Number)
Kenneth E. Randolph
Dynegy Inc.
1000 Louisiana, Suite 5800
Houston, Texas 77002
(713) 507-6400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 28, 2002
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
(Continued on following pages)
(Page 1 of 9 Pages)
---------------------------------------------- -------------------------------------------
CUSIP NO. 452092-20-8 13D
452092-30-7 PAGE 2 OF 9 PAGES
452092-40-6
452092-50-5
452092-60-4
452092-79-4
---------------------------------------------- -------------------------------------------
----------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I. R. S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dynegy Inc.
----------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
----------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
----------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
----------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
----------------------------------------------------------------------------------------------------------------------
NUMBERS OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY ---------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 134,638
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 96,448
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 71,037
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 69,809
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 108,311
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 182,681
---------------------------------------------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH ---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 134,638
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 96,448
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 71,037
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 69,809
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 108,311
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 182,681
----------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 134,638
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 96,448
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 71,037
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 69,809
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 108,311
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 182,681
----------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 59.70%
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 67.09%
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 68.12%
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 68.31%
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 74.61%
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 95.26%
----------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, HC
----------------------------------------------------------------------------------------------------------------------
---------------------------------------------- -------------------------------------------
CUSIP NO. 452092-20-8
452092-30-7 13D PAGE 3 OF 9 PAGES
452092-40-6
452092-50-5
452092-60-4
452092-79-4
---------------------------------------------- -------------------------------------------
----------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I. R. S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Illinova Corporation
----------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) / /
----------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
----------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
----------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
----------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
----------------------------------------------------------------------------------------------------------------------
NUMBERS OF 7 SOLE VOTING POWER -0-
SHARES
BENEFICIALLY ---------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 134,638
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 96,448
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 71,037
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 69,809
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 108,311
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 182,681
---------------------------------------------------------------------------------------------------
EACH REPORTING 9 SOLE DISPOSITIVE POWER -0-
PERSON WITH ---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 134,638
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 96,448
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 71,037
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 69,809
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 108,311
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 182,681
----------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 134,638
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 96,448
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 71,037
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 69,809
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 108,311
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 182,681
----------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
----------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.08% Cumulative Preferred Stock, CUSIP No. 452092-20-8 59.70%
4.20% Cumulative Preferred Stock, CUSIP No. 452092-30-7 67.09%
4.26% Cumulative Preferred Stock, CUSIP No. 452092-40-6 68.12%
4.42% Cumulative Preferred Stock, CUSIP No. 452092-50-5 68.31%
4.75% Cumulative Preferred Stock, CUSIP No. 452092-60-4 74.61%
7.75% Cumulative Preferred Stock, CUSIP No. 452092-79-4 95.26%
----------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, HC
----------------------------------------------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This statement relates to the following series of preferred stock
("Preferred Stock") of Illinois Power Company, an Illinois corporation ("IPC"):
o 4.08% Cumulative Preferred Stock, par value $50 per share, CUSIP No.
452092-20-8 (the "4.08% Series");
o 4.20% Cumulative Preferred Stock, par value $50 per share, CUSIP No.
452092-30-7 (the "4.20% Series");
o 4.26% Cumulative Preferred Stock, par value $50 per share, CUSIP No.
452092-40-6 (the "4.26% Series");
o 4.42% Cumulative Preferred Stock, par value $50 per share, CUSIP No.
452092-50-5 (the "4.42% Series");
o 4.75% Cumulative Preferred Stock, par value $50 per share, CUSIP No.
452092-60-4 (the "4.75% Series"); and
o 7.75% Cumulative Preferred Stock, par value $50 per share, CUSIP No.
452092-79-4 (the "7.75% Series").
The address of IPC's principal executive offices is 500 South 27th
Street, Decatur, Illinois 62521-2200.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as
amended, this statement is filed on behalf of Dynegy Inc. and Illinova
Corporation.
DYNEGY INC.
(a) NAME: Dynegy Inc., an Illinois corporation ("Dynegy"), is
one of the world's leading energy merchants. Through its global energy
delivery network and marketing, logistics and risk management capabilities,
Dynegy provides innovative solutions to customers in North America, the
United Kingdom and Continental Europe.
(b) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE: The
address of Dynegy's principal business and principal office is 1000 Louisiana,
Suite 5800, Houston, Texas 77002.
(c) PRESENT PRINCIPAL OCCUPATION: Not applicable.
(d) CRIMINAL PROCEEDINGS: None.
(e) CIVIL PROCEEDINGS INVOLVING SECURITIES LAW VIOLATIONS: None.
See Exhibit "A" for information concerning the executive officers and
directors of Dynegy. None of such persons, during the past five years, has been
convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors. Further, none of such persons, during the last five years, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding such person was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating
(Page 4 of 9)
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. All such directors and executive officers are
citizens of the United States.
ILLINOVA CORPORATION
(a) NAME. Illinova Corporation, an Illinois corporation and a
wholly-owned subsidiary of Dynegy ("Illinova"), is a holding company and
conducts substantially all of its business through subsidiaries. Illinova
owns all the outstanding shares of IPC's common stock.
(b) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE: The
address of Illinova's principal business and principal office is 500 South 27th
Street, Decatur, Illinois 62521-2200.
(c) PRESENT PRINCIPAL OCCUPATION: Not applicable.
(d) CRIMINAL PROCEEDINGS: None.
(e) CIVIL PROCEEDINGS INVOLVING SECURITIES LAW VIOLATIONS: None.
See Exhibit "A" for information concerning the executive officers and
directors of Illinova. None of such persons, during the past five years, has
been convicted in a criminal proceeding, excluding traffic violations or similar
misdemeanors. Further, none of such persons, during the last five years, has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding such person was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. All such directors and
executive officers are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Preferred Stock owned by Dynegy and Illinova (the
"Shares") were purchased by Illinova in connection with the offer by Illinova to
purchase, for cash, any and all outstanding shares of Preferred Stock (the
"Tender Offer"). Concurrently with Illinova's tender offer, IPC's board of
directors solicited the written consent of holders of the Preferred Stock to
amend IPC's articles of incorporation to eliminate a provision that restricts
IPC's ability to issue or assume unsecured debt (the "Consent Solicitation").
The Tender Offer and Consent Solicitation were commenced on February 25, 2002
and completed on March 28, 2002. The total funding (excluding fees and other
expenses) required to purchase the Shares was as follows:
SERIES SHARES PURCHASED PRICE PER SHARE TOTAL PURCHASE PRICE
------ ---------------- --------------- --------------------
4.08% Series 134,638 $35.56 $4,787,727.28
4.20% Series 96,448 $36.63 $3,532,890.24
4.26% Series 71,037 $37.17 $2,640,445.29
4.42% Series 69,809 $38.61 $2,695,325.49
4.75% Series 108,311 $41.11 $4,452,665.21
7.75% Series 182,681 $52.00 $9,499,412.00
(Page 5 of 9)
Illinova obtained the funds used to purchase the Shares from Dynegy in
the form of an unsecured intercompany loan. Under the intercompany loan
agreement, dated as of February 25, 2002, Dynegy agreed to provide Illinova a
two-year unsecured loan of up to $37,046,427 to provide Illinova with funds to
acquire Preferred Stock in connection with the Tender Offer, including any
related fees and expenses. The loan bears interest at an approximate rate of
7.5% per year, payable semiannually on April 1 and October 1, and matures on
February 25, 2004. Dynegy funded the intercompany loan by using its working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
Illinova purchased the Shares because it believed that its purchase of
Preferred Stock in connection with the Tender Offer, in conjunction with the
approval of the proposed amendment pursuant to the Consent Solicitation,
represented an attractive opportunity that would benefit Illinova and IPC. The
approval of the proposed amendment provides IPC with the flexibility to obtain
financing on terms more advantageous to IPC than would otherwise be the case,
which indirectly benefits Illinova as the holder of all of IPC's common stock.
Illinova believed that its purchase of the Preferred Stock in connection with
the Tender Offer facilitated the success of the Consent Solicitation. Illinova
also believed that market conditions had resulted in a valuation of the
Preferred Stock that, being lower than the redemption price, represented an
advantageous opportunity for Illinova to offer to purchase shares of the
Preferred Stock.
Illinova or Dynegy may purchase any shares of Preferred Stock that
remain outstanding through privately negotiated transactions, open market
purchases, another tender offer or otherwise, on such terms and at such prices
as they may determine from time to time. The terms of subsequent purchases or
offers could differ from those of the Tender Offer, and may be more or less
favorable to the holders of shares than the terms in the Tender Offer. Any
possible future purchases of shares of Preferred Stock by Illinova or Dynegy
will depend on many factors, including the market price of the shares of the
Preferred Stock, their business and financial position, alternative investment
opportunities available to them, legal restrictions on their ability to purchase
shares of the Preferred Stock and general economic and market conditions.
As a result of Illinova's purchase of the Shares, the series of
Preferred Stock that are listed on the NYSE (which are all series other than
the 7.75% Series) (the "NYSE Listed Series") no longer meet the requirements
for listing on the NYSE. The NYSE has commenced the delisting process for
such series. Once such series of Preferred Stock are delisted by the NYSE, it
is possible that such series, together with the 7.75% Series, would continue
to trade in the over-the-counter market and that price quotations would be
reported by the National Association of Securities Dealers, Inc., or NASD,
(Page 6 of 9)
through NASDAQ or by other sources. The extent of the public market for each
series of Preferred Stock and the availability of price quotations would depend
on such factors as the number of shareholders remaining at such time, the
interest in maintaining a market in the given series of Preferred Stock on the
part of securities firms, the possible termination of registration under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as described
below, and other factors.
As a result of the NYSE delisting the NYSE Listed Series, the NYSE
Listed Series may no longer constitute "margin securites" under the
regulations of the Board of Governors of the Federal Reserve System and
brokers may no longer be able to use shares of such series as collateral for
loans.
Each series of Preferred Stock is currently registered under the
Exchange Act. Such registration may be terminated upon application by IPC to
the SEC if there are fewer than 300 record holders and the series is not
listed on a national securities exchange. As discussed above, as a result of
Illinova's purchase of the Shares, the NYSE has commenced the delisting
process with respect to the the NYSE Listed Series. Termination of such
registration will make certain provisions of the Exchange Act, such as the
requirements of Rule 13e-3 thereunder with respect to "going private"
transactions, no longer applicable to such series of Preferred Stock. If IPC
has other classes of securities listed on the NYSE and registered under the
Exchange Act, termination of the Exchange Act registration of a series of
Preferred Stock would not affect IPC's obligation to file annual and
quarterly reports and special reports, proxy statements and other information
with the SEC pursuant to the Exchange Act's reporting requirements. If at
some future time IPC were to retire or otherwise terminate the Exchange Act
registration of all classes of its securities, IPC would have no obligation
to continue filing reports with the SEC.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Items 11 and 13 of the cover pages, which are incorporated
herein by this reference.
(b) See Items 7, 8, 9 and 10 of the cover pages and Item 2 above,
which are incorporated herein by this reference.
(c) See Items 3 and 4 above, which are incorporated herein by this
reference.
(d) All persons known to have the right to receive or the power to
direct the dividends from, or the proceeds from the sale of, the securities
described in this Item 5 are described in this statement.
(e) Not applicable.
(Page 7 of 9)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Illinova is a wholly-owned subsidiary of Dynegy and owns all the
outstanding shares of IPC's common stock. Except as described in this statement,
neither Illinova, Dynegy, nor, to the knowledge of Illinova and Dynegy, any of
the persons listed in Exhibit A, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of IPC (including, but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies).
IPC declared and paid common stock dividends of $100 million on
March 2, 2001 and a special common stock dividend of $500,000 on March 28,
2002 to Illinova in accordance with IPC's articles of incorporation, the
Illinois Public Utilities Act and the Federal Power Act.
Effective October 1, 1999, IPC transferred its wholly owned fossil
generating assets and other generation-related assets and liabilities at net
book value to Illinova in exchange for an unsecured note in the amount of
approximately $2.8 billion. The fossil generating assets were subsequently
contributed by Illinova to its subsidiary, Illinova Power Marketing Inc., which
was later renamed Dynegy Midwest Generation. Effective August 31, 2001,
approximately $9 million of additional fossil generation-related assets were
transferred to Illinova, and the amount outstanding under the unsecured note was
increased accordingly. The note matures on September 30, 2009 and bears interest
at an annual rate of 7.5%. At September 30, 2001, principal and accrued interest
outstanding under the note were approximately $2.3 billion and $85 million,
respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Officers and Directors of Dynegy and Illinova.*
Exhibit B Agreement Relating to Joint Filing of Schedule 13D.*
Exhibit C Intercompany Loan Agreement dated February 25, 2002 by and
among Dynegy and Illinova.*
------------
* Filed herewith.
(Page 8 of 9)
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: April 8, 2002 DYNEGY INC.
By: /s/ Stephen W. Bergstrom
-----------------------------------------
Stephen W. Bergstrom
President and Chief Operating
Officer
Date: April 8, 2002 ILLINOVA CORPORATION
By: /s/ Stephen W. Bergstrom
-----------------------------------------
Stephen W. Bergstrom
Executive Vice President
(Page 9 of 9)
EXHIBIT A
OFFICERS AND DIRECTORS
EXECUTIVE OFFICERS AND DIRECTORS OF DYNEGY
EXECUTIVE OFFICERS OF DYNEGY
Name Present Principal Occupation
---- ----------------------------
C. L. Watson Chairman of the Board, Chief Executive Officer,
and Director of Dynegy and Chief Executive Officer
of Illinova
Stephen W. Bergstrom President and Chief Operating Officer of Dynegy,
Executive Vice President of Illinova and Chief
Executive Officer of IPC
Robert D. Doty, Jr. Chief Financial Officer and Executive Vice
President of IPC, Illinova and Dynegy
Kenneth E. Randolph Executive Vice President and General Counsel of
Dynegy
Deborah A. Fiorito Executive Vice President and Chief Communications
Officer of Dynegy
Michael R. Mott Senior Vice President and Controller of Dynegy
Lawrence A. McLernon Executive Vice President, Chairman and Chief
Executive Officer of Dynegy Global Communications
M.K. (Matt) Schatzman President and Chief Executive Officer of
Dynegy's Wholesale Energy Network
Milton L. Scott Executive Vice President and Chief Administrative
Officer
Hugh A. Tarpley Executive Vice President, Strategic Investments
R. Blake Young Executive Vice President and President, Global
Technology
DIRECTORS OF DYNEGY
Name Present Principal Occupation
---- ----------------------------
C. L. Watson See "Executive Officers of Dynegy" above.
Stephen W. Bergstrom See "Executive Officers of Dynegy" above.
Charles E. Bayless Retired Chairman and Chief Executive Officer of
Illinova and IPC
Darald W. Callahan Executive Vice President of Power, Chemicals
and Technology, ChevronTexaco Corporation
Michael D. Capellas Chairman and Chief Executive Officer of Compaq
Computer Corporation
Daniel L. Dienstbier Private Investments and President of Northern
Natural Gas Company
Patricia M. Eckert Former President of the California Public
Utilities Commission, Regulatory Consultant
Jerry Johnson Retired Executive Vice President of Safeguard
Scientifics, Inc.
H. John Riley, Jr. Chairman, President and Chief Executive Officer of
Cooper Industries, Inc.
Sheli Z. Rosenberg Vice Chairman of Equity Group Investments, LLC
Joe J. Stewart Retired President of BWX Technologies, Inc., Past
President and Chief Operating Officer of The
Babcock and Wilcox Company and Retired Executive
Vice President of McDermott International, Inc.
Glenn F. Tilton Vice Chairman of the Board of Directors of
ChevronTexaco Corporation
John S. Watson Vice President and Chief Financial Officer of
ChevronTexaco Corporation
J. Otis Winters Chairman, PWS Group, Inc.
EXECUTIVE OFFICERS AND DIRECTORS AND ILLINOVA
EXECUTIVE OFFICERS OF ILLINOVA
Name Title
---- -----
C. L. Watson See "Executive Officers of Dynegy" above.
Stephen W. Bergstrom See "Executive Officers of Dynegy" above.
Robert D. Doty, Jr. See "Executive Officers of Dynegy" above.
Larry F. Altenbaumer President of Illinova and IPC and Senior Vice
President of Dynegy
Kathryn L. Patton Senior Vice President, General Counsel and
Secretary of IPC and Northern Natural Gas
Company; Vice President and Assistant General
Counsel of Dynegy and Secretary of Illinova
DIRECTORS OF ILINOVA
Name Title
---- -----
C. L. Watson See "Executive Officers of Dynegy" above.
Stephen W. Bergstrom See "Executive Officers of Dynegy" above.
Robert D. Doty, Jr. See "Executive Officers of Dynegy" above.
EXHIBIT B
AGREEMENT RELATING TO JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree that a joint statement on Schedule 13D be
filed on behalf of all of the undersigned with respect to the securities of
Illinois Power Company.
Date: April 8, 2002 DYNEGY INC.
By: /s/ Stephen W. Bergstrom
-----------------------------------------
Stephen W. Bergstrom
President and Chief Operating Officer
Date: April 8, 2002 ILLINOVA CORPORATION
By: /s/ Stephen W. Bergstrom
-----------------------------------------
Stephen W. Bergstrom
Executive Vice President
EXHIBIT C
INTERCOMPANY LOAN AGREEMENT
ILLINOVA CORPORATION
PROMISSORY NOTE
Principal Amount: US$37,046,427 Date: February 25, 2002
FOR VALUE RECEIVED, Illinova Corporation, an Illinois corporation ("MAKER"),
does hereby promise to pay to the order of Dynegy Inc., an Illinois corporation
("LENDER"), ON DEMAND, or, if no demand is made, on or before February 25, 2004
(the "MATURITY DATE"), in lawful money of the United States of America, the
Outstanding Principal as provided herein (or such lesser amount as shall equal
the aggregate unpaid principal amount of this note outstanding after prepayments
by Maker as provided herein) or such other person or persons as is/are for the
time being registered as holder of this note ("NOTE").
Interest shall accrue on the Outstanding Principal in accordance with the
attached conditions.
This Note is issued subject to and with the benefit of the attached conditions,
which are deemed to be part of it.
Executed and delivered as of the date first above written by a duly authorized
officer of Maker.
ILLNOVA CORPORATION
By: /s/ Jeffrey J. McParland
-----------------------------------------
Name: Jeffrey J. McParland
Title: Senior Vice President - Finance
CONDITIONS
DEFINITIONS AND INTERPRETATIONS
In this Note unless inconsistent with the context or otherwise specified:
o The expression "Maker" has the meaning given to it on page 1 of this Note;
o The expression "Effective Date" means the date of this Note;
o The expression "Outstanding Principal" means the outstanding balance for
the time being of the principal amount of this Note;
o The expression "Maturity Date" means the second anniversary of the date of
issue of this Note;
o The expression "Register" means the register referred to in Section 4.4;
o References to conditions are to conditions of this Note;
o Words importing gender include each gender;
o References to persons include bodies corporate, firms and unincorporated
associations; and
o The singular includes the plural and vice versa.
EFFECTIVE DATE
This Note shall be deemed to take effect from the Effective Date.
PAYMENTS OF PRINCIPAL AND INTEREST
INTEREST. Interest on the Outstanding Principal hereof will be calculated on the
basis of a 365/366-day year, as the case may be, and paid from the date hereof
until such principal amount is paid in full at a per annum interest rate equal
to 7.5 %. Accrued interest is due and payable by Maker to Lender semiannually on
each April 1st and October 1st during the calendar year throughout the term of
this Note. Maker may be obliged by law to make a deduction or withholding from
any payment due to Lender. Lender shall be obliged to reclaim any such amount
withheld.
PAYMENTS. All payments hereunder shall be made in immediately available funds in
US dollars to such location or to such account as Lender shall designate in
writing to Maker. If any payment under this Note shall become due on a on a day
which is not a Business Day, such payment shall be made on the next Business
Day, but no adjustment shall be made to the amount of interest payable. For
purposes of this Note, the term "Business Day" means any day other than a
Saturday, a Sunday, a public holiday, or a day on which banks generally are
closed in Houston, Texas. Lender shall return this Note to Maker for
cancellation on the Outstanding Principal being repaid, and any outstanding
interest being discharged in full.
PREPAYMENT; DEMAND. Maker may at its option, and without any penalty or premium,
prepay this Note in whole or in part at any time. In addition, this Note shall
be prepaid in whole or in part on a Business Day specified in a written demand
from Lender to Maker. Prepayments shall be applied first to accrued and unpaid
interest and then to the outstanding principal balance.
DEFAULT INTEREST. In the event Maker fails to pay (i) accrued interest as it
becomes due and payable or (ii) amounts constituting principal, whether due on
the Maturity Date or earlier by reason of a demand made by Lender pursuant to
Section 3.3 hereof, Maker shall pay interest on such amounts due at a rate set
forth in the first paragraph of this Note plus 2%.
ANCILLARY PROVISIONS
TRANSFERS. This Note may be transferred, assigned or encumbered in whole or in
part without the prior written consent of Maker. Any transfer or assignment of
this Note may include any interest accrued up to the date of such transfer or
assignment. Every transfer must be in writing, signed by the transferor and sent
for registration, together with this Note, to the place where the Register is
for the time being kept. Maker may keep the transfer. No transfer will be
registered during the seven days immediately preceding the Maturity Date.
INVALIDITY. In the event that any one or more provisions contained in this Note
shall, for any reason, be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other
provision of the Note.
CAPTIONS. Captions and headings appearing herein are included solely for
convenience of reference and are not intended to affect the interpretation of
any provision of this Note.
REGISTER. Maker will keep a register at its registered office from time to time
(or such other address as may be notified to Lender from time to time)
recording: (i) the date of issue and all subsequent transfers and changes of
ownership of this Note and the name(s) and address(es) of the holder or holders
of it; and (ii) the Outstanding Principal. Any change of the name or address of
Lender shall forthwith be notified in writing to Maker and the Register shall be
altered accordingly. At all reasonable times during office hours Lender may
inspect the Register and take copies of or extracts from it. The Register may,
nevertheless, be closed by Maker for such periods and at such times as Maker may
think fit provided that it is not closed for more than 30 days in any calendar
year. Lender will be recognized by Maker as entitled to the benefit of this Note
free from any equity, set-off or counter-claim by Maker against any prior holder
of this Note.
GOVERNING LAW. This Note shall be construed and take effect in all respects in
accordance with Texas law, so that any dispute or difference as to its
interpretation or in respect of any matter arising under, out of or in
connection with this Note shall be governed in all respects by Texas law.