-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KQg95Bt0rt+dniccovzRVTKwTBC3C+zGLQVC0LRzP3DrzgYQSZJX3uybW3LEnB59 xKl2MCmdc/tok6T8JICCSw== 0000912057-02-011446.txt : 20020415 0000912057-02-011446.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-011446 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOIS POWER CO CENTRAL INDEX KEY: 0000049816 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 370344645 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10419 FILM NUMBER: 02585008 BUSINESS ADDRESS: STREET 1: 500 S 27TH ST STREET 2: C/O HARRIS TRUST & SAVINGS BANK CITY: DECATUR STATE: IL ZIP: 62525-1805 BUSINESS PHONE: 2174246600 FORMER COMPANY: FORMER CONFORMED NAME: ILLINOIS IOWA POWER CO DATE OF NAME CHANGE: 19660822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOVA CORP CENTRAL INDEX KEY: 0000914755 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 371319890 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: C/O DYNEGY INC STREET 2: 1000 LOUISIANA STREET CITY: DECATUR STATE: IL ZIP: 62525-1805 BUSINESS PHONE: 2174246600 MAIL ADDRESS: STREET 1: 500 SOUTH 27TH ST STREET 2: 500 SOUTH 27TH ST CITY: DECATUR STATE: IL ZIP: 62525-1905 FORMER COMPANY: FORMER CONFORMED NAME: IP HOLDING CO DATE OF NAME CHANGE: 19931115 SC TO-T/A 1 a2074621zscto-ta.txt TO-I/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) ILLINOIS POWER COMPANY (Name of Subject Company) ILLINOIS POWER COMPANY (ISSUER) ILLINOVA CORPORATION (OFFEROR) DYNEGY INC. (OFFEROR) (Names of Filing Persons) 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 4.70% 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 of Class of Securities) 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 on Behalf of Filing Persons) WITH A COPY TO: JULIEN R. SMYTHE MARK S. CROFT AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 711 LOUISIANA, SUITE 1900--SOUTH HOUSTON, TEXAS 77002 (713) 220-5800 FAX: (713) 236-0822 CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE $37,046,426 $7,409
* Fee paid previously. The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 1/50 of one percent of the transaction value. The transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each series of preferred stock listed above pursuant to the tender offer described in the Offer to Purchase and Consent Statement filed as Exhibit (a)(1)(i) hereto. The purchase price for the outstanding shares is $37,046,426. /X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $7,409 Filing Illinois Power Company (Issuer), Illinova Parties: Corporation (Offeror) and Dynegy Inc. (Offeror) Form or Registration No.: Schedule TO Date Filed: October 22, 2001, February 25, 2002
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. /X/ going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTORY STATEMENT This Amendment 6 to Tender Offer Statement on Schedule TO (the "Schedule TO") is being filed with the Securities and Exchange Commission (the "Commission") by Illinois Power Company, an Illinois corporation ("IPC"), Illinova Corporation, an Illinois corporation ("Illinova"), and Dynegy Inc., an Illinois corporation ("Dynegy"), in connection with a tender offer (the "Tender Offer") by Illinova and Dynegy for any and all of IPC's outstanding cumulative preferred stock (the "Preferred Stock"). Terms not otherwise defined herein have the meanings ascribed to them in the Offer to Purchase and Consent Statement (the "Offer to Purchase") filed as Exhibit (a)(1)(i) to Tender Offer Statement on Schedule TO, filed with the Commission by IPC, Illinova and Dynegy on February 25, 2002. The information set forth in the Press Release, dated March 25, 2002, issued by Dynegy hereby is incorporated by reference in response to the items of this Schedule TO. ITEM 11. ADDITIONAL INFORMATION Item 11 of the Schedule TO is hereby amended and supplemented to add the following information: Pursuant to the terms of the Offer to Purchase and related Letter of Transmittal and Consent, Dynegy is extending the expiration of the Tender Offer until 5:00 p.m., New York City time, on Tuesday, March 26, 2002, unless the Tender Offer is further extended. The Tender Offer was previously scheduled to expire at 12:00 midnight, New York City time, on Friday, March 22, 2002. All references to "12:00 midnight, New York City time, on Friday, March 22, 2002" as the "Expiration Date," or time of expiration of the Tender Offer, are hereby amended to refer to "5:00 p.m., New York City time, Tuesday, March 26, 2002." As of 12:00 midnight, New York City time, on Friday, March 22, 2002 the approximate number of shares for each series of the Preferred Stock tendered and not withdrawn was as follows:
SERIES CUSIP NO. SHARES TENDERED - ------ ----------- --------------- 4.08% Cumulative Preferred 452092-20-8 Stock........................... 132,911 4.20% Cumulative Preferred 452092-30-7 Stock........................... 94,145 4.26% Cumulative Preferred 452092-40-6 Stock........................... 70,362 4.42% Cumulative Preferred 452092-50-5 Stock........................... 69,109 4.70% Cumulative Preferred 452092-60-4 Stock........................... 107,528 7.75% Cumulative Preferred 452092-79-4 Stock........................... 182,681
On March 25, 2002, Dynegy issued a press release announcing the extension of the expiration of the Tender Offer until 5:00 p.m., New York City time, on Tuesday, March 26, 2002. The press release is contained in Exhibit (a)(1)(x) hereto, and the information set forth in the press release is hereby incorporated by reference. ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented to add thereto the following:
EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------ (a)(1)(x) Press Release issued by Dynegy Inc., dated March 25, 2002*
- ------------------------ * Filed herewith. 1 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 6 to Schedule TO is true, complete and correct. Dated: March 25, 2002 ILLLINOIS POWER COMPANY By: /s/ STEPHEN W. BERGSTROM ----------------------------------------- Name: Stephen W. Bergstrom Title: Chief Executive Officer ILLINOVA CORPORATION By: /s/ STEPHEN W. BERGSTROM ----------------------------------------- Name: Stephen W. Bergstrom Title: Executive Vice President DYNEGY INC. By: /s/ STEPHEN W. BERGSTROM ----------------------------------------- Name: Stephen W. Bergstrom Title: President and Chief Operating Officer
2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------ (a)(1)(x) Press Release issued by Dynegy Inc., dated March 25, 2002*
- ------------------------ * Filed herewith. 3 EX-99.(A)(1)(X) 3 a2074621zex-99_a1x.txt EX-99.(A)(1)(X) ILLINOVA EXTENDS ILLINOIS POWER CUMULATIVE PREFERRED STOCK TENDER OFFER AND CONSENT SOLICITATION HOUSTON--March 25, 2002--Illinova Corporation, a wholly owned subsidiary of Dynegy Inc. (NYSE:DYN), today extended its offer to purchase for cash, any and all outstanding shares of cumulative preferred stock of Illinois Power Company (NYSE:IPC), Dynegy's transmission and distribution subsidiary, from the prior expiration date of 12:00 midnight, New York City time on Friday, March 22, 2002 to 5:00 p.m. New York City time on Tuesday, March 26, 2002. Illinois Power also extended its related consent solicitation from the prior expiration date of 12:00 midnight, New York City time on Friday, March 22, 2002 to 5:00 p.m. New York City time on Tuesday, March 26, 2002. The rights to withdraw shares tendered and to revoke consents granted have also been extended. The terms of the extended offer and solicitation remain unchanged from the original offer and solicitation as set forth in the offering materials. Payment for all validly tendered and/or consented and accepted shares is expected to be made on or about March 28, 2002. Based on a preliminary count by Mellon Investor Services, L.L.C., the depositary and information agent for the tender offer and consent solicitation, Illinova Corporation and IPC expect to successfully close the tender offer and consent solicitation on March 26, 2002. According to Mellon Investor Services, L.L.C.'s preliminary count, as of 12:00 midnight, Friday, March 22, 2002, in aggregate, 72% of the holders of record consented and the following number of shares of IPC's cumulative preferred stock tendered and not withdrawn was as follows:
SERIES CUSIP NO. SHARES TENDERED - ------ ----------- --------------- 4.08% Cumulative Preferred 452092-20-8 Stock........................... 132,911 4.20% Cumulative Preferred 452092-30-7 Stock........................... 94,145 4.26% Cumulative Preferred 452092-40-6 Stock........................... 70,362 4.42% Cumulative Preferred 452092-50-5 Stock........................... 69,109 4.70% Cumulative Preferred 452092-60-4 Stock........................... 107,528 7.75% Cumulative Preferred 452092-79-4 Stock........................... 182,681
CONTACT: Dynegy Inc., Houston Media: John Sousa, Steve Stengel or Claudia Morlan, 713/767-5800 or Analysts: Arthur Shannon or Katie Pipkin, 713/507-6466 -----END PRIVACY-ENHANCED MESSAGE-----