SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2003
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas 1-31447 74-0694415
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1111 Louisiana
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (713) 207-1111
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CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(Exact name of registrant as specified in its charter)
Texas 1-3187 22-3865106
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1111 Louisiana
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (713) 207-1111
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Item 5. Other Events.
On March 14, 2003, CenterPoint Energy, Inc. announced that CenterPoint
Energy Houston Electric, LLC had priced general mortgage bonds totaling $762.275
million in a private placement with institutions pursuant to Rule 144A under the
Securities Act of 1933, as amended. A copy of that press release is attached to
this report as Exhibit 99.1. The offering of these general mortgage bonds closed
on March 18, 2003. On March 25, 2003 CenterPoint Energy, Inc. announced the
closing of this offering. A copy of that press release is attached to this
report as Exhibit 99.2.
For a description of the general mortgage bonds, please refer to the Tenth
Supplemental Indenture dated as of March 18, 2003, to the General Mortgage
Indenture dated as of October 10, 2002, between CenterPoint Energy Houston
Electric, LLC and JPMorgan Chase Bank, as trustee, and to the Officer's
Certificate dated March 18, 2003. These items are attached to this report as
Exhibits 4.1 and 4.2, respectively.
The newly issued general mortgage bonds have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements. This report does not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not constitute an offer,
solicitation or sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
4.1 Tenth Supplemental Indenture, dated as of March 18, 2003, to General
Mortgage Indenture dated as of October 10, 2002, between CenterPoint
Energy Houston Electric, LLC and JPMorgan Chase Bank, as trustee
4.2 Officer's Certificate dated March 18, 2003 setting forth the form,
terms and provisions of the Tenth Series and Eleventh Series of
general mortgage bonds
99.1 Press Release issued March 14, 2003 regarding pricing of private
placement of general mortgage bonds
99.2 Press Release issued March 25, 2003 regarding closing of private
placement of general mortgage bonds
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTERPOINT ENERGY, INC.
Date: March 26, 2003 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTERPOINT ENERGY HOUSTON
ELECTRIC, LLC
Date: March 26, 2003 By: /s/ James S. Brian
------------------------------------
James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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4.1 Tenth Supplemental Indenture, dated as of March 18, 2003, to General
Mortgage Indenture dated as of October 10, 2002, between CenterPoint
Energy Houston Electric, LLC and JPMorgan Chase Bank, as trustee
4.2 Officer's Certificate dated March 18, 2003 setting forth the form,
terms and provisions of the Tenth Series and Eleventh Series of
general mortgage bonds
99.1 Press Release issued March 14, 2003 regarding pricing of private
placement of general mortgage bonds
99.2 Press Release issued March 25, 2003 regarding closing of private
placement of general mortgage bonds