SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ILLINOVA CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Illinova
Dynegy
Merger approval
will create a
premier national
energy merchant
[GRAPHIC APPEARS HERE] VOTE "FOR"
THE MERGER
[GRAPHIC APPEARS HERE]
Overview
In June, Illinova Corporation and Dynegy Inc. announced a merger that will
create a $7.5 billion full service provider of energy products and services.
Just a few days ago we sent to you a proxy statement describing the proposed
merger of Illinova and Dynegy.
[GRAPHIC APPEARS HERE]
This merger is a truly unique and exciting platform from which to complete the
strategic transformation of the company while increasing significant near-term
and long-term shareholder value.
The key information about this merger will be outlined in this brochure, but we
ask that you review the proxy statement for a more complete description of the
merger. If you have any questions about the merger or need any assistance in
voting your shares, please call the company helping us to solicit proxies -
Innisfree M&A Incorporated, toll free at 1-877-750-2689.
[GRAPHIC APPEARS HERE]
We urge you to vote "FOR" the merger by signing and mailing the enclosed proxy
card in the postage-paid envelope provided. If you do not submit your proxy card
it will, in effect, count as a vote against the merger.
[LOGO OF DYNEGY APPEARS HERE]
Who is Dynegy?
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Dynegy, Inc. is one of the leading marketers of energy products and services in
North America. Through its leadership positions in energy marketing, independent
power generation, and gathering, processing and transportation, the company has
evolved from a natural gas marketing company to a dynamic energy company with a
full energy network to meet the growing challenges of the energy market of the
future. Since founded in 1984, Dynegy's revenue has grown to $14.2 billion.
Convergence
Opportunities
Greater Resources
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This strategic combination creates tremendous opportunities for each company
much faster than either could have achieved on a stand-alone basis. This merger
joins Illinova's strategically located generating assets and operating expertise
with Dynegy's diversified energy franchise and strengths in energy marketing and
trading.
VOTE FOR:
X Shareholder value
X Greater financial strength and flexibility
X Experienced leadership
X Proven track record of risk management
DYNEGY HAS SUCCESSFULLY
PURSUED CONVERGENCE
OPPORTUNITIES WHILE
MAINTAINING ITS FOCUS
ON EARNINGS GROWTH.
[GRAPHIC APPEARS HERE]
[LOGO OF ILLINOVA APPEARS HERE]
[LINE GRAPH APPEARS HERE]
[Line graph shows closing prices per share of Illinova common stock from June
11, 1999 (closing price $25.31) through September 1, 1999 (closing price
$32.25)]
Illinova stock increased 27.4% from June 11, 1999 (day before the merger was
announced) to September 1, 1999.
VOTE TO CREATE
SIGNIFICANT
SHAREHOLDER VALUE
[GRAPHIC APPEARS HERE]
Reasons to
Vote "For"
Benefits of an Illinova/Dynegy combination:
X Enhanced earnings and growth potential
X Dynegy has a strong track record for delivering shareholder value
X Opportunity to participate in the restructuring of the $300 billion power
industry from a solid corporate platform
X Experienced management team
X Control over the assets needed to compete across nearly the entire energy
value chain - from generation, to delivery, to wholesale and retail marketing
and trading
X Well positioned to capitalize on opportunities created by energy convergence
and deregulation
Chevron, which currently owns an approximate 29% interest in Dynegy, has agreed
to vote its shares in favor of the merger, and has elected to take all stock.
Chevron also will invest $200 million of new equity in the combined company,
plus an additional $40 million, subject to certain terms and conditions.
This clearly shows their support and belief that the combined company will
create significant long-term value.
[MAP OF THE UNITED STATES APPEARS HERE]
[The map depicts the locations of plants, facilities, pipelines and headquarters
for each of Dynegy and Illinova]
Powerful
Combination
Merger Terms
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Under the terms of the merger agreement, a newly established parent company will
acquire all of the shares of Dynegy and Illinova for a combination of stock and
cash.
The transaction is relatively complex, but in general it involves the creation
of a new publicly traded company that will acquire both Illinova and Dynegy.
Prior to the merger, this company will be renamed Dynegy Inc. After the merger,
it will be owned by the shareholders of Dynegy and Illinova.
Illinova shareholders will receive one share of Class A common stock in the new
company for each share of Illinova they own.
[GRAPHIC APPEARS HERE]
YOUR BOARD
OF DIRECTORS
UNANIMOUSLY
RECOMMENDS THAT
YOU APPROVE THE
PROPOSAL.
Your Vote is Important
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For this merger to proceed we need two-thirds of the Illinova shareholders of
record to vote in favor of the combination. As an Illinova shareholder, you can
help launch this merger by voting "FOR" the proposal. Simply, sign, date and
return the enclosed proxy card in the postage-paid envelope provided. Please
return the signed proxy card today to ensure that your shares are represented at
the special meeting of Illinova shareholders on October 11, 1999.
Please Vote
Today
We urge you to vote "FOR" the merger agreement. Please sign, date and return the
enclosed proxy card today in the postage-paid envelope provided. Remember, if
you do not vote your proxy, it will, in effect, count as a vote against the
merger.
Thank you for your support.
Roadmap to Completion
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Approvals required to conclude the merger include:
X Shareholders of Illinova
X U.S. Federal Energy Regulatory Commission
X Securities and Exchange Commission
X Illinois Commerce Commission
X Completion of the pending sale of Clinton Power Station by Illinova
It is anticipated that the merger will close by the end of the first quarter
of 2000.
To Get More Information
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The proxy statement sent to you previously explains the merger proposal in
more detail. We urge you to read it carefully.
For further clarification of the merger, or to obtain another copy of the
proxy statement, please call our proxy solicitor, Innisfree M&A Incorporated,
at 1-877-750-2689.
[GRAPHIC APPEARS HERE]
A SIGNIFICANT NUMBER
OF DYNEGY COMMON
SHAREHOLDERS HAVE
ALREADY AGREED TO
VOTE "FOR" THE
MERGER
[GRAPHIC APPEARS HERE] VOTE "FOR"
THE MERGER