Illinova Offering to Purchase Outstanding Shares of Cumulative Preferred Stock
of Illinois Power
Feb. 26, 2002--Illinova Corporation, a wholly owned subsidiary of Dynegy Inc.
(NYSE:DYN), has commenced an 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. Illinova is offering to
purchase all series of preferred shares listed below, with a total par value of
approximately $46 million for the applicable cash Purchase Price per share, plus
an amount equal to any accrued, but unpaid, dividends up to, but not including,
the settlement date.
Concurrently, IPC's board of directors is soliciting the written consents in
exchange for a Special Cash Payment of $1.00 per share to holders of shares of
preferred stock as of Feb. 20, 2002, the record date, in connection with a
proposal to amend IPC's articles of incorporation.
Total
Consideration
Special Cash (for Tender and
Series CUSIP No. Purchase Price Payment Consent)
- -------------------------------------------------------------------------------------------------------------------------
4.08 % Cumulative 452092-20-8 $35.56 $1.00 $36.56
Preferred Stock
- -------------------------------------------------------------------------------------------------------------------------
4.20% Cumulative
Preferred Stock 452092-30-7 $36.63 $1.00 $37.63
- -------------------------------------------------------------------------------------------------------------------------
4.26% Cumulative
Preferred Stock 452092-40-6 $37.17 $1.00 $38.17
- -------------------------------------------------------------------------------------------------------------------------
4.42% Cumulative
Preferred Stock 452092-50-5 $38.61 $1.00 $39.61
- -------------------------------------------------------------------------------------------------------------------------
4.70% Cumulative
Preferred Stock 452092-60-4 $41.11 $1.00 $42.11
- -------------------------------------------------------------------------------------------------------------------------
7.75% Cumulative
Preferred Stock 452092-79-4 $52.00 $1.00 $53.00
- -------------------------------------------------------------------------------------------------------------------------
Shareholders of record on Feb. 20, 2002 may provide the written consent in
exchange for the Special Cash Payment without tendering their shares. The tender
and consent should provide IPC with greater financing flexibility and is another
step toward improving its corporate financial structure.
The tender offer and consent solicitation commenced on Monday, Feb. 25, 2002,
and are scheduled to expire at midnight, New York time on Friday, March 22,
2002, unless extended. Both are conditioned upon, among other things, the
approval of the proposed amendment by holders of at least two-thirds of all
outstanding shares of all series of preferred stock, voting together as one
class. Depending on the number of shares tendered in the tender offer, IPC's
preferred stock may be delisted from the NYSE in a going private transaction.
Investors should read Illinova's tender offer statement on Schedule TO and
Schedule 14A filed with the SEC in connection with the tender offer. The Dealer
Manager and Solicitation Agent for the tender offer and the consent solicitation
is Merrill Lynch & Co., 888/654-8637. The Depositary and Information Agent is
Mellon Investor Services LLC, 800/982-7650.
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Certain statements included in this news release are intended as
"forward-looking statements." These statements include assumptions,
expectations, predictions, intentions or beliefs about future events. Dynegy and
IPC caution that actual future results may vary materially from those expressed
or implied in any forward-looking statements. Some of the key factors that could
cause actual results to vary from those Dynegy and IPC expect include changes in
commodity prices for energy products or services; the timing and extent of
deregulation of energy markets in the U.S. and Europe; the effectiveness of
Dynegy's risk management policies and procedures and the creditworthiness of
customers and counterparties; the liquidity and competitiveness of wholesale
trading markets for energy commodities, including the impact of electronic or
online trading in these markets; operational factors affecting Dynegy's power
generation facilities; uncertainties regarding environmental regulations or
litigation and other legal or regulatory developments affecting Dynegy's and
IPC's business, including litigation relating to the terminated merger with
Enron; general political, economic and financial market conditions; and any
extended period of war or conflict involving the United States or Europe. More
information about the risks and uncertainties relating to these forward-looking
statements are found in Dynegy's SEC filings, which are available free of charge
on the SEC's Web site at http://www.sec.gov.
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
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