-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AkG1Cma0E0Xh62ElLRE9yoXMp8Ed9fdil/uB4aMusVRVdm+QklJ48KWk82Y+AXnH w9cjchXNIKcVtKD8GSyKMA== 0000950131-94-000868.txt : 19940531 0000950131-94-000868.hdr.sgml : 19940531 ACCESSION NUMBER: 0000950131-94-000868 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940527 EFFECTIVENESS DATE: 19940527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILLINOVA CORP CENTRAL INDEX KEY: 0000914755 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 371319890 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-22068-99 FILM NUMBER: 94531249 BUSINESS ADDRESS: STREET 1: 500 SOUTH 27TH STREET CITY: DECATUR STATE: IL ZIP: 62525-1805 BUSINESS PHONE: 2174246600 MAIL ADDRESS: 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 S-8 POS 1 AMEND. NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on May 27, 1994 File No. 2-22068 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 To FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________________________________ ILLINOVA CORPORATION (Formerly known as IP HOLDING COMPANY) (Exact name of registrant as specified in its charter) ILLINOIS APPLIED FOR (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 500 South 27th Street Decatur, Illinois 62525 (Address of principal executive offices) Registrant's telephone number, including area code: (217) 424-6600 EMPLOYEES STOCK OWNERSHIP PLAN (Full title of the plan) Leah Manning Stetzner Secretary and Treasurer Illinova Corporation (Formerly known as IP Holding Company) 500 South 27th Street Decatur, Illinois (217) 424-6600 (Agent for service) __________________________________ Pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the "Act"), Illinova Corporation (formerly known as IP Holding Company), an Illinois corporation, as successor issuer to Illinois Power Company, an Illinois corporation, hereby adopts this registration statement, as amended, for all purposes under the Act and the Securities Exchange Act of 1934, as amended. See "Description of the Transaction" herein. Description of the Transaction ------------------------------ 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 Employees Stock Ownership 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. 2-22068), 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. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of documents by reference. (a) Illinova Corporation: The following documents, which have heretofore been filed by the registrant with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (File No. 33-51053) are incorporated by reference herein and shall be deemed to be part hereof: (i) Form S-4 filed November 15, 1993, as amended. (ii) Description of Common Stock included in the Registration Statement on Form S-4, filed under the Securities Act of 1933, including any amendment or report filed for the purpose of updating such description. (b) Illinois Power Company: The following documents, which have heretofore been filed by Illinois Power Company with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (File No. 1-3004), are incorporated by reference herein and shall be deemed to be a part hereof: (i) Annual Report on Form 10-K for the year ended December 31, 1993. (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. All documents subsequently filed by the registrant or the plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The validity of the issuance of the shares of Common Stock registered hereunder will be passed upon for the Company by Leah Manning Stetzner, its Vice-President, General Counsel and Corporate Secretary. As of April 30, 1994, Ms. Stetzner beneficially owned 680 shares of Common Stock and has options to acquire 5,000 shares of Common Stock S-1 granted under the Illinois Power Company Long-Term Incentive Compensation Plan, none of which options to purchase shares were currently exercisable. Item 6. Indemnification of Directors and Officers. (a) The Business Corporation Act of Illinois (Section 8.75) gives Illinois corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions; gives a director or officer who successfully defends an action the right to be so indemnified; and authorizes the registrant to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under the certificate of incorporation, the by-laws, any agreement, any vote of stockholders or otherwise. (b) Article VIII of the By-laws of the registrant provides, in substance, that the registrant shall indemnify any person against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which such person is made a party or threatened to be made a party by reason of his being or having been a director, officer, employee or agent of the registrant, or serving or having served at the request of the registrant in one or more of the foregoing capacities with another corporation, partnership, joint venture, trust or other enterprise. The indemnification is not exclusive of other rights and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his heirs, executors and administrators. (c) The registrant maintains director and officer liability insurance coverage for its directors and officers and those of its subsidiaries. This coverage insures such persons against certain losses that may be incurred by them in their respective capacities as directors, officers or employees, with respect to which they are indemnified under the [Articles of Incorporation] of the registrant or otherwise. Premiums for the policy are paid by the registrant. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index. S-2 Item 9. Undertakings. A. Rule 415 Offering. ----------------- The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. S-3 B. Filings Incorporating Subsequent Exchange Act Documents by Reference. -------------------------------------------------------------------- The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Indemnification of Directors and Officers. ----------------------------------------- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions of the registrant's certificate of incorporation or by-laws or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. S-4 EXHIBIT INDEX -------------
Exhibit Sequential Number Description of Exhibit Page Number - --------- ---------------------- ----------- 4(a) The registrant hereby incorporates by reference Illinois Power's Restated Articles of Incorporation, as amended through April 19, 1984. Filed as Exhibit 19 to the Quarterly Report on Form 10-Q under the Securities Exchange Act of 1934 for the quarter ended June 30, 1984. (File No. 1-3004). 4(b) The registrant hereby incorporates by reference Illinois Power's Amendment to the Restated Articles of Incorporation of the Company, dated April 19, 1989. Filed as Exhibit 19 to the Quarterly Report on Form 10-Q under the Securities Exchange Act of 1934 for the quarter ended March 31, 1989. (File No. 1-3004). 4(c) The registrant hereby incorporates by reference Illinois Power's Statement of Resolution Establishing Series of Cumulative Preferred Stock, Adjustable Rate Series B, dated April 29, 1985. Filed as Exhibit 4(b) to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1985. Registration No. 2-90809. 4(d) The registrant hereby incorporates by reference Illinois Power's Statement of Resolution Establishing Series of 8.52% Cumulative Preferred Stock, dated February 20, 1986. Filed as Exhibit 4(b) to the Current Report on Form 8-K dated February 18, 1986. Registration No. 33-2867. 4(e) The registrant hereby incorporates by reference Illinois Power's Statement of Resolution Establishing Series of 8.00% Cumulative Preferred Stock, dated December 18, 1986. Registration No. 33-10683. Filed as Exhibit 3(f) to the Annual Report on Form 10-K under the Securities Exchange Act of 1934 for the year ended December 31, 1986.
S-5
Exhibit Sequential Number Description of Exhibit Page Number - --------- ---------------------- ----------- 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 Employees Stock Ownership 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).
S-6 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-8 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Decatur, State of Illinois, on the 26th day of May, 1994. ILLINOVA CORPORATION FORMERLY KNOWN AS IP HOLDING COMPANY BY: /s/ Larry D. Haab ------------------------------------ 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-8 Registration Statement has been signed below by the following persons in the capacities stated below on the 26th day of May, 1994. /s/ Larry D. Haab - --------------------------- 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-7 EX-5.1 2 CONSENT LETTER [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-8 Registration Statement relating to the Illinois Power Company Employees Stock Ownership 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-8 Registration Statement and the corporate proceedings taken and to be taken relating to that post-effective amendment and the authorization and issuance of shares of common stock in connection therewith; (iii) the Illinois Power Company Employees Stock Ownership Plan (the "Plan"); and (iv) such other documents and matters of law and fact as I have deemed necessary in order to express the following opinion. Based upon the foregoing, it is my opinion that the shares of common stock of Illinova Corporation to be issued in connection with the Plan have been duly authorized, and upon the issuance thereof in accordance with the terms of the Plan will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the above referenced Post-Effective Amendment to the Form S-8 Registration Statement. Very truly yours, /s/ Leah Manning Stetzner - ----------------------------- Leah Manning Stetzner Treasurer and Secretary Illinova Corporation Vice President, General Counsel and Corporate Secretary Illinois Power Company S-8 EX-23.A.1 3 INDEPENDENT ACCTS. CONS. 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-8 (No. 2-22068), relating to the Employees Stock Ownership 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-9 -----END PRIVACY-ENHANCED MESSAGE-----