SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K12B
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 31, 2002
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
d/b/a RELIANT ENERGY, INCORPORATED
TEXAS 333-69502 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)
Registrant's telephone number, including area code: (713) 207-3000
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ITEM 5. OTHER EVENTS.
Effective August 31, 2002, Reliant Energy, Incorporated ("Reliant Energy")
consummated a restructuring transaction as a result of which it became an
indirect wholly owned subsidiary of a new holding company, CenterPoint Energy,
Inc. ("CenterPoint Energy"), and each share of common stock, without par value,
of Reliant Energy was converted into one share of common stock, par value $0.01
per share, of CenterPoint Energy. CenterPoint Energy generally replicates all
of the principal corporate characteristics of Reliant Energy. It is governed by
the same board of directors and management, and has substantially similar
charter and bylaws. The restructuring was approved by Reliant Energy's
shareholders at a special meeting of the shareholders held on December 17,
2001. Also, as part of the restructuring, (i) Reliant Energy conveyed its
Texas electric generation assets and certain buildings and related assets to
wholly owned subsidiaries, (ii) Reliant Energy was converted into a Texas
limited liability company named CenterPoint Energy Houston Electric, LLC, and
(iii) the capital stock of all of Reliant Energy's former subsidiaries (other
than certain financing subsidiaries), including the subsidiaries that acquired
the Texas electric generation assets and buildings and the approximately 83%
ownership interest in Reliant Resources, Inc., was distributed to CenterPoint
Energy. These transactions were consummated pursuant to the Texas restructuring
law and Reliant Energy's plan to restructure its businesses into two distinct
publicly traded companies.
The following diagram depicts a summary overview of the current corporate
organizational structure of CenterPoint Energy and its principal operating
subsidiaries. Unless otherwise indicated, ownership interests shown below are
100%.
ORGANIZATION CHART AFTER RESTRUCTURING
CenterPoint Energy, Inc.
d/b/a
Reliant Energy,
Incorporated
|
|
_________________________________________________________________
| | | |83%
| | | |
Reliant CenterPoint Energy Texas Reliant
Energy Houston Electric, LLC Genco Resources,
Resources (formerly Reliant Holdings, Inc.
Corp. Energy, Incorporated) Inc.
(includes gas (transmission and (Texas
LDCs) distribution utility) generation
assets)
Concurrently with the restructuring and pursuant to the agreements that
govern the indebtedness, CenterPoint Energy assumed, and Reliant Energy was
released from, approximately $3.2 billion in principal amount of outstanding
indebtedness, consisting of (i) $840 million of 2.0% Zero-Premium Exchangeable
Subordinated Notes due 2029;
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(ii) installment payment obligations relating to $1.4 billion of pollution
control bonds issued by various governmental authorities on behalf of Reliant
Energy with interest rates ranging from 4.7% to 6.7%; (iii) $150 million of
medium-term notes with an interest rate of 6.5%; and (iv) $386.6 million of
junior subordinated debentures relating to the 7.20% trust preferred securities
of REI Trust I, $257.7 million of junior subordinated debentures relating to the
8.125% trust preferred securities of HL&P Capital Trust I and $103.1 million of
junior subordinated debentures relating to the 8.257% capital securities of HL&P
Capital Trust II (collectively, the "Trust Securities") issued by Delaware
business trusts sponsored by Reliant Energy (collectively, the "Trusts"), along
with Reliant Energy's guarantees of the Trust Securities. Additionally,
CenterPoint Energy assumed a $2.5 billion Senior A Credit Agreement, dated as of
July 13, 2001 among Houston Industries FinanceCo LP, Reliant Energy and the
lender parties thereto, and a $1.8 billion Senior B Credit Agreement, dated as
of July 13, 2001 among Houston Industries FinanceCo LP, Reliant Energy and the
lender parties thereto.
CenterPoint Energy, with its subsidiaries, is subject to regulation as a
registered holding company system under the Public Utility Holding Company Act
of 1935 (the "1935 Act"). In order to enable CenterPoint Energy ultimately to
satisfy the requirements for an exemption from regulation as a registered
holding company under the 1935 Act, it is seeking authority to divide the gas
distribution businesses conducted by Reliant Energy Resources Corp.'s three
unincorporated gas distribution divisions among three separate entities. We have
obtained all necessary approvals of these transactions from the public service
commissions having jurisdiction over our gas distribution businesses. Although
we expect the business restructuring of Reliant Energy Resources Corp. can be
completed, we can provide no assurance that this will, in fact, occur, or that
CenterPoint Energy will ultimately be exempt from regulation as a registered
holding company under the 1935 Act.
Pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), shares of common stock of CenterPoint
Energy, together with the associated rights to purchase preferred stock issued
pursuant to the Rights Agreement, dated as of January 1, 2002 between
CenterPoint Energy and JPMorgan Chase Bank, as rights agent (as it may be
amended or supplemented from time to time, the "Rights Agreement"), are deemed
to be registered under paragraph (b) of Section 12 of the Exchange Act.
The shares of common stock of CenterPoint Energy issued in the
restructuring were also approved for listing by the New York Stock Exchange and
the Chicago Stock Exchange. CenterPoint Energy currently conducts business under
the name Reliant Energy, Incorporated, and CenterPoint Energy's common stock
currently trades under the symbol "REI."
The following identifies the directors and executive officers of
CenterPoint Energy and provides a description of the capital stock of
CenterPoint Energy.
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DIRECTORS AND OFFICERS OF CENTERPOINT ENERGY
The directors of CenterPoint Energy and their respective classes are:
CLASS I CLASS II CLASS III
------- -------- ---------
Robert J. Cruikshank Milton Carroll O. Holcombe Crosswell
T. Milton Honea John T. Cater
Laree E. Perez R. Steve Letbetter
CenterPoint Energy's principal executive officers are:
R. Steve Letbetter......... Chairman of the Board, President and
Chief Executive Officer
Robert W. Harvey........... Vice Chairman
Stephen W. Naeve........... Vice Chairman
David M. McClanahan........ Vice Chairman and President and Chief
Operating Officer-Regulated Operations
Mark M. Jacobs............. Executive Vice President and Chief Financial Officer
Hugh Rice Kelly............ Executive Vice President, General Counsel
and Corporate Secretary
James S. Brian............. Senior Vice President and Chief Accounting Officer
DESCRIPTION OF CENTERPOINT ENERGY CAPITAL STOCK
The following descriptions are summaries of material terms of the
CenterPoint Energy common stock, preferred stock, articles of incorporation and
bylaws. This summary is qualified by reference to the CenterPoint Energy amended
and restated articles of incorporation and amended and restated bylaws, each as
amended to date, copies of which have been included as exhibits hereto and are
incorporated herein by reference, and by the provisions of applicable law.
The CenterPoint Energy authorized capital stock consists of:
o 1,000,000,000 shares of common stock, par value $0.01 per share, of
which 304,120,209 shares are outstanding, and
o 20,000,000 shares of preferred stock, par value $0.01 per share, of
which no shares are outstanding.
A series of CenterPoint Energy preferred stock, designated Series A
Preferred Stock, has been reserved for issuance upon exercise of the preferred
stock purchase rights attached to each share of CenterPoint Energy common stock.
COMMON STOCK
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Voting Rights. Holders of CenterPoint Energy common stock are entitled to
one vote for each share on all matters submitted to a vote of shareholders,
including the election of directors. There are no cumulative voting rights.
Subject to the voting rights expressly conferred under prescribed conditions to
the holders of CenterPoint Energy preferred stock, the holders of CenterPoint
Energy common stock possess exclusive full voting power for the election of
directors and for all other purposes.
Dividends. Subject to preferences that may be applicable to any outstanding
CenterPoint Energy preferred stock, the holders of CenterPoint Energy common
stock are entitled to dividends when, as and if declared by the board of
directors out of funds legally available for that purpose.
Liquidation Rights. If CenterPoint Energy is liquidated, dissolved or wound
up, the holders of CenterPoint Energy common stock will be entitled to a pro
rata share in any distribution to shareholders, but only after satisfaction of
all of its liabilities and of the prior rights of any outstanding class of
CenterPoint Energy preferred stock.
Preemptive Rights. Holders of CenterPoint Energy common stock are not
entitled to any preemptive or conversion rights or other subscription rights.
Transfer Agent and Registrar. Our shareholder services division will serve
as transfer agent and registrar for the CenterPoint Energy common stock.
Other Provisions. There are no redemption or sinking fund provisions
applicable to the CenterPoint Energy common stock. No personal liability will
attach to holders of such shares under the laws of the State of Texas. Subject
to the provisions of the CenterPoint Energy articles of incorporation and bylaws
imposing certain supermajority voting provisions, the rights of the holders of
shares of CenterPoint Energy common stock may not be modified except by a vote
of at least a majority of the shares outstanding, voting together as a single
class.
PREFERRED STOCK
The CenterPoint Energy board of directors may cause CenterPoint Energy to
issue preferred stock from time to time in one or more series and may fix the
number of shares and the terms of each series without the approval of its
shareholders. The CenterPoint Energy board of directors may determine the terms
of each series, including:
o the designation of the series,
o dividend rates and payment dates,
o redemption rights,
o liquidation rights,
o sinking fund provisions,
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o conversion rights,
o voting rights, and
o any other terms.
The issuance of preferred stock, while providing desired flexibility in
connection with possible acquisitions and other corporate purposes, could
adversely affect the voting power of holders of CenterPoint Energy common stock.
It could also affect the likelihood that holders of CenterPoint Energy common
stock will receive dividend payments and payments upon liquidation.
The issuance of shares of preferred stock, or the issuance of rights to
purchase shares of preferred stock, could be used to discourage an attempt to
obtain control of CenterPoint Energy. For example, if, in the exercise of its
fiduciary obligations, the CenterPoint Energy board were to determine that a
takeover proposal was not in the best interest of CenterPoint Energy, the board
could authorize the issuance of a series of preferred stock containing class
voting rights that would enable the holder or holders of the series to prevent
or make the change of control transaction more difficult. Alternatively, a
change of control transaction deemed by the board to be in the best interest of
CenterPoint Energy could be facilitated by issuing a series of preferred stock
having sufficient voting rights to provide a required percentage vote of the
stockholders.
For purposes of the rights plan described below, CenterPoint Energy's board
of directors has designated a series of preferred stock to constitute the Series
A Preferred Stock. For a description of the rights plan, see "Antitakeover
Effects of Texas Laws and CenterPoint Energy Charter and Bylaw Provisions"
-- Shareholder Rights Plan."
ANTITAKEOVER EFFECTS OF TEXAS LAWS AND CENTERPOINT ENERGY CHARTER AND BYLAW
PROVISIONS
Some provisions of Texas law and the CenterPoint Energy articles of
incorporation and bylaws could make the following more difficult:
o acquisition of CenterPoint Energy by means of a tender offer,
o acquisition of control of CenterPoint Energy by means of a proxy
contest or otherwise, or
o removal of CenterPoint Energy incumbent officers and directors.
These provisions, as well as the CenterPoint Energy shareholder rights
plan, are designed to discourage coercive takeover practices and inadequate
takeover bids. These provisions are also designed to encourage persons seeking
to acquire control of CenterPoint Energy to first negotiate with its board of
directors. CenterPoint Energy believes that the benefits of this
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increased protection give it the potential ability to negotiate with the
proponent of an unfriendly or unsolicited proposal to acquire or restructure it,
and that the benefits of this increased protection outweigh the disadvantages of
discouraging those proposals, because negotiation of those proposals could
result in an improvement of their terms.
CHARTER AND BYLAW PROVISIONS
Election and Removal of Directors. The exact number of members of the
CenterPoint Energy board of directors will be fixed from time to time by
resolution of the board of directors. The CenterPoint Energy board of directors
is divided into three classes, Class I, Class II and Class III. Each class is as
nearly equal in number of directors as possible. The terms of office of the
directors of Class I expire at the annual meeting of shareholders in 2003, of
Class II expire at the annual meeting of shareholders in 2004 and of Class III
expire at the annual meeting of shareholders in 2005. At each annual meeting,
the shareholders elect the number of directors equal to the number in the class
whose term expires at the meeting to hold office until the third succeeding
annual meeting. This system of electing and removing directors may discourage a
third party from making a tender offer for or otherwise attempting to obtain
control of CenterPoint Energy, because it generally makes it more difficult for
shareholders to replace a majority of the directors. In addition, no director
may be removed except for cause, and directors may be removed for cause only by
the holders of a majority of the shares of capital stock entitled to vote at an
election of directors. Any vacancy occurring on the board of directors and any
newly created directorship may be filled by a majority of the remaining
directors in office or by election by the shareholders.
Shareholder Meetings. The CenterPoint Energy articles of incorporation and
bylaws provide that special meetings of holders of common stock may be called
only by the chairman of its board of directors, its chief executive officer, the
president, the secretary or a majority of its board of directors or the holders
of at least 50% of the shares outstanding and entitled to vote.
Modification of Articles of Incorporation. In general, amendments to the
articles of incorporation which are recommended by the board of directors
require the affirmative vote of holders of at least a majority of the voting
power of all outstanding shares of capital stock entitled to vote in the
election of directors. The provisions described above under "-- Election and
Removal of Directors" and "-- Shareholder Meetings" may be amended only by the
affirmative vote of holders of at least 66 2/3% of the voting power of all
outstanding shares of capital stock entitled to vote in the election of
directors. The provisions described below under "-- Modification of the Bylaws"
may be amended only by the affirmative vote of holders of at least 80% of the
voting power of all outstanding shares of capital stock entitled to vote in the
election of directors.
Modification of Bylaws. The CenterPoint Energy board of directors has
the power to alter, amend or repeal the bylaws or adopt new bylaws by the
affirmative vote of at least 80% of all directors then in office at any regular
or special meeting of the board of directors called for that purpose. The
shareholders also have the power to alter, amend or repeal the bylaws or adopt
new bylaws by the affirmative vote of holders of at least 80% of the voting
power of all
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outstanding shares of capital stock entitled to vote in the election of
directors, voting together as a single class.
Other Limitations on Shareholder Actions. The CenterPoint Energy bylaws
also impose some procedural requirements on shareholders who wish to:
o make nominations in the election of directors,
o propose that a director be removed,
o propose any repeal or change in the bylaws, or
o propose any other business to be brought before an annual or special
meeting of shareholders.
Under these procedural requirements, a shareholder must deliver timely notice to
the corporate secretary of the nomination or proposal along with evidence of:
o the shareholder's status as a shareholder,
o the number of shares beneficially owned by the shareholder,
o a list of the persons with whom the shareholder is acting in concert,
and
o the number of shares such persons beneficially own.
To be timely, a shareholder must deliver notice:
o in connection with an annual meeting of shareholders, not less than 90
nor more than 180 days prior to the date on which the immediately
preceding year's annual meeting of shareholders was held; provided
that if the date of the annual meeting is advanced by more than 30
days prior to or delayed by more than 60 days after the date on which
the immediately preceding year's annual meeting of shareholders was
held, not less than 180 days prior to such annual meeting and not
later than the last to occur of (i) the 90th day prior to such annual
meeting or (ii) the 10th day following the day on which CenterPoint
Energy first makes public announcement of the date of such meeting, or
o in connection with a special meeting of shareholders, not less than 40
nor more than 60 days prior to the date of the special meeting.
In order to submit a nomination for the board of directors, a shareholder must
also submit information with respect to the nominee that CenterPoint Energy
would be required to include in a proxy statement, as well as some other
information. If a shareholder fails to follow the required procedures, the
shareholder's nominee or proposal will be ineligible and will not be voted on by
the CenterPoint Energy shareholders.
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Limitation on Liability of Directors. The CenterPoint Energy articles of
incorporation provide that no director will be personally liable to it or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except as required by law, as in effect from time to time. Currently, Texas law
requires that liability be imposed for the following:
o any breach of the director's duty of loyalty to CenterPoint Energy or
its shareholders,
o any act or omission not in good faith that constitutes a breach of
duty of the director to the corporation or an act or omission that
involves intentional misconduct or a knowing violation of law,
o a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the
scope of a director's office, and
o an act or omission for which the liability of a director is expressly
provided for by statute.
The CenterPoint Energy bylaws provide that CenterPoint Energy will indemnify its
officers and directors and advance expenses to them in connection with
proceedings and claims, to the fullest extent permitted by the Texas Business
Corporation Act ("TBCA"). The bylaws authorize the board of directors of
CenterPoint Energy to indemnify and advance expenses to people other than its
officers and directors in certain circumstances.
TEXAS ANTITAKEOVER LAW
CenterPoint Energy is subject to Article 13.03 of the TBCA. That section
prohibits Texas corporations from engaging in a wide range of specified
transactions with any affiliated shareholder during the three-year period
immediately following the affiliated shareholder's acquisition of shares. An
affiliated shareholder is any person, other than the corporation and any of its
wholly owned subsidiaries, that is or was within the preceding three-year period
the beneficial owner of 20% or more of any class or series of stock entitled to
vote generally in the election of directors. Article 13.03 may deter any
potential unfriendly offers or other efforts to obtain control of CenterPoint
Energy that are not approved by its board. This may deprive the shareholders of
opportunities to sell shares of CenterPoint Energy common stock at a premium to
the prevailing market price.
SHAREHOLDER RIGHTS PLAN
Each share of CenterPoint Energy common stock includes one right to
purchase from CenterPoint Energy a unit consisting of one one-thousandth of a
share of its Series A Preferred Stock at a purchase price of $42.50 per unit,
subject to adjustment. The rights are issued pursuant the Rights Agreement. We
have summarized selected portions of the Rights Agreement and the
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rights below. This summary is qualified by reference to the Rights Agreement, a
copy of which has been included as an exhibit hereto.
Detachment of Rights; Exercisability. The rights will attach to all
certificates representing CenterPoint Energy common stock issued prior to the
"release date." That date will occur, except in some cases, on the earlier of:
o ten days following a public announcement that a person or group of
affiliated or associated persons, who we refer to collectively as an
"acquiring person," has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of the
CenterPoint Energy common stock, or
o ten business days following the start of a tender offer or exchange
offer that would result in a person becoming an acquiring person.
The CenterPoint Energy board of directors may defer the release date in some
circumstances. Also, some inadvertent acquisitions of CenterPoint Energy common
stock will not result in a person becoming an acquiring person if the person
promptly divests itself of sufficient common stock.
Until the release date:
o common stock certificates will evidence the rights,
o the rights will be transferable only with those certificates,
o new common stock certificates will contain a notation incorporating
the Rights Agreement by reference, and
o the surrender for transfer of any common stock certificate will also
constitute the transfer of the rights associated with the common stock
represented by the certificate.
The rights are not exercisable until the release date and will expire at
the close of business on December 31, 2011, unless CenterPoint Energy redeems or
exchanges them at an earlier date as described below.
As soon as practicable after the release date, the rights agent will mail
certificates representing the rights to holders of record of common stock as of
the close of business on the release date. From that date on, only separate
rights certificates will represent the rights. CenterPoint Energy will also
issue rights with all shares of common stock issued prior to the release date.
CenterPoint Energy will also issue rights with shares of common stock issued
after the release date in connection with some employee benefit plans or upon
conversion of some securities. Except as otherwise determined by the CenterPoint
Energy board of directors, CenterPoint Energy will not issue rights with any
other shares of common stock issued after the release date.
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Flip-In Event. A flip-in event will occur under the Rights Agreement when a
person becomes an acquiring person otherwise than pursuant to a "permitted
offer." The Rights Agreement defines "permitted offer" as a tender or exchange
offer for all outstanding shares of CenterPoint Energy common stock at a price
and on terms that a majority of the independent directors of the CenterPoint
Energy board of directors determines to be fair to and otherwise in the best
interests of CenterPoint Energy and the best interest of its shareholders.
If a flip-in event occurs, each right, other than any right that has become
null and void as described below, will become exercisable to receive the number
of shares of common stock, or in certain circumstances, cash, property or other
securities, which has a "current market price" equal to two times the exercise
price of the right. Please refer to the Rights Agreement for the definition of
"current market price."
Flip-Over Event. A "flip-over event" will occur under the Rights Agreement
when, at any time from and after the time a person becomes an acquiring person:
o CenterPoint Energy is acquired or it acquires such person in a merger
or other business combination transaction, other than specified
mergers that follow a permitted offer, or
o 50% or more of the assets, cash flow or earning power of CenterPoint
Energy is sold or transferred.
If a flip-over event occurs, each holder of a right, except rights that are
voided as described below, will thereafter have the right to receive, on
exercise of the right, a number of shares of common stock of the acquiring
company that has a current market price equal to two times the exercise price of
the right.
When a flip-in event or a flip-over event occurs, all rights that then are,
or under the circumstances the Rights Agreement specifies previously were,
beneficially owned by an acquiring person or specified related parties will
become null and void in the circumstances the Rights Agreement specifies.
Series A Preferred Stock. After the release date, each right will entitle
the holder to purchase a fractional share of CenterPoint Energy Series A
Preferred Stock, which will be essentially the economic equivalent of one share
of common stock.
Antidilution. The number of outstanding rights associated with a share of
common stock, the number of fractional shares of Series A Preferred Stock
issuable upon exercise of a right and the exercise price of the right are
subject to adjustment in the event of certain stock dividends on, or a
subdivision, combination or reclassification of, CenterPoint Energy common stock
occurring prior to the release date. The exercise price of the rights and the
number of fractional shares of Series A Preferred Stock or other securities or
property issuable on exercise of the rights are subject to adjustment from time
to time to prevent dilution in the event of certain transactions affecting the
Series A Preferred Stock.
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With some exceptions, CenterPoint Energy will not be required to adjust the
exercise price of the rights until cumulative adjustments amount to at least 1%
of the exercise price. The Rights Agreement also will not require CenterPoint
Energy to issue fractional shares of Series A Preferred Stock that are not
integral multiples of the specified fractional share and, in lieu thereof,
CenterPoint Energy will make a cash adjustment based on the market price of the
Series A Preferred Stock on the last trading date prior to the date of exercise.
Pursuant to the Rights Agreement, CenterPoint Energy reserves the right to
require prior to the occurrence of any flip-in event or flip-over event that, on
any exercise of rights, a number of rights must be exercised so that it will
issue only whole shares of Series A Preferred Stock.
Redemption of Rights. At any time until the time a person becomes an
acquiring person, CenterPoint Energy may redeem the rights in whole, but not in
part at a price of $.005 per right, payable, at its option, in cash, shares of
common stock or such other consideration as its board of directors may
determine. Upon such redemption, the rights will terminate and the only right of
the holders of rights will be to receive the $.005 redemption price.
Exchange of Rights. At any time after the occurrence of a flip-in event and
prior to a person's becoming the beneficial owner of 50% or more of the
CenterPoint Energy outstanding common stock or the occurrence of a flip-over
event, CenterPoint Energy may exchange the rights, other than rights owned by an
acquiring person or an affiliate or an associate of an acquiring person, which
will have become void, in whole or in part, at an exchange ratio of one share of
common stock, and/or other equity securities deemed to have the same value as
one share of common stock, per right, subject to adjustment.
Substitution. If CenterPoint Energy has an insufficient number of
authorized but unissued shares of common stock available to permit an exercise
or exchange of rights upon the occurrence of a flip-in event, it may substitute
certain other types of property for common stock so long as the total value
received by the holder of the rights is equivalent to the value of the common
stock that the shareholder would otherwise have received. CenterPoint Energy may
substitute cash, property, equity securities or debt, reduce the exercise price
of the rights or use any combination of the foregoing.
No Rights as a Shareholder. Until a right is exercised, a holder of rights
will have no rights to vote or receive dividends or any other rights as a holder
of CenterPoint Energy common stock.
Amendment of Terms of Rights. The CenterPoint Energy board of directors may
amend any of the provisions of the Rights Agreement, other than the redemption
price, at any time prior to the time a person becomes an acquiring person.
Thereafter, the board of directors may only amend the Rights Agreement in order
to cure any ambiguity, defect or inconsistency or to make changes that do not
materially and adversely affect the interests of holders of the rights,
excluding the interests of any acquiring person.
Rights Agent. JPMorgan Chase Bank will serve as rights agent with regard to
the rights.
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Anti-Takeover Effects. The rights will have anti-takeover effects. They
will cause substantial dilution to any person or group that attempts to acquire
CenterPoint Energy without the approval of its board of directors. As a result,
the overall effect of the rights may be to make more difficult or discourage any
attempt to acquire CenterPoint Energy even if such acquisition may be favorable
to the interests of its shareholders. Because the CenterPoint Energy board of
directors can redeem the rights or approve a permitted offer, the rights should
not interfere with a merger or other business combination approved by the board
of directors.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibits not incorporated by reference to a prior filing are designated by
a cross (+); all exhibits not so designated are incorporated herein by reference
to a prior filing of CenterPoint Energy, Inc. as indicated.
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number References
------ ----------- ------------ ------------ ----------
2(a)(1) Agreement and Plan of Merger among Reliant Joint Proxy 333-69502 Annex A
Energy, Incorporated ("REI"), CenterPoint Statement/Prospectus
Energy, Inc. ("CNP") and Reliant Energy contained in
MergerCo, Inc. dated as of October 19, 2001 Registration
Statement on Form S-4
3(a) Amended and Restated Articles of Incorporation Joint Proxy 333-69502 Annex B
of CNP Statement/Prospectus
contained in
Registration
Statement on Form S-4
3(b) Articles of Amendment to Amended and Restated Form 10-K for the 333-69502 3.1.1
Articles of Incorporation of CNP year ended
December 31, 2001
3(c) Amended and Restated Bylaws of CNP Form 10-K for the 333-69502 3.2
year ended
December 31, 2001
4(a) Form of CNP Stock Certificate Registration 333-69502 4.1
Statement on Form S-4
4(b) Statement of Resolution Establishing a Series of Form 10-K for the 333-69502 3.3
Shares designated Series A Preferred Stock of CNP year ended
December 31, 2001
4(c) Rights Agreement dated as of January 1, 2002 Form 10-K for the 333-69502 4.2
between CNP and JPMorgan Chase Bank, as Rights year ended
Agent December 31, 2001
+4(d) Fifth Supplemental Indenture dated as of August
31, 2002, among CNP, REI and JPMorgan Chase Bank
(supplementing the Collateral Trust Indenture
dated as of September 1, 1988 pursuant to which
REI's Series C Medium Term Notes were issued)
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number References
------ ----------- ------------ ------------ ----------
+4(e) Supplemental Indenture No. 2 dated as of August
31, 2002, among CNP, REI and JPMorgan Chase Bank
(supplementing the Subordinated Indenture dated
as of September 1, 1999 under which REI's 2%
Zero-Premium Exchangeable Subordinated Notes Due
2029 were issued)
+4(f) Supplemental Indenture No. 2 dated as of August
31, 2002, among CNP, REI and The Bank of New York
(supplementing the Junior Subordinated Indenture
dated as of February 15, 1999 under which REI's
Junior Subordinated Debentures related to REI
Trust I's 7.20% trust originated preferred
securities were issued)
+4(g) Supplemental Indenture No. 3 dated as of August
31, 2002 among CNP, REI and The Bank of New York
(supplementing the Junior Subordinated Indenture
dated as of February 1, 1997 under which REI's
Junior Subordinated Debentures related to 8.125%
trust preferred securities issued by HL&P
Capital Trust I and 8.257% capital securities
issued by HL&P Capital Trust II were issued)
+4(h) Third Supplemental Indenture dated as of August
31, 2002 among CNP, REI, Reliant Energy Resources
Corp. ("RERC") and The Bank of New York
(supplementing the Indenture dated as of June 15,
1996 under which RERC's 6.25% Convertible Junior
Subordinated Debentures were issued)
+4(i) Second Supplemental Indenture dated as of August
31, 2002 among CNP, REI, RERC and JPMorgan Chase
Bank (supplementing the Indenture dated as of
March 1, 1987 under which RERC's 6% Convertible
Subordinated Debentures due 2012 were issued)
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Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number References
------ ----------- ------------ ------------ ----------
+4(j) Assignment and Assumption Agreement for the
Guarantee Agreements dated as of August 31, 2002
between CNP and REI (relating to (i) the
Guarantee Agreement dated as of February 4, 1997
between REI and The Bank of New York providing
for the guaranty of certain amounts relating to
the 8.125% trust preferred securities issued by
Trust I and (ii) the Guarantee Agreement dated
as of February 4, 1997 between REI and The Bank
of New York providing for the guaranty of
certain amounts relating to the 8.257% capital
securities issued by Trust II )
+4(k) Assignment and Assumption Agreement for the
Guarantee Agreement dated as of August 31, 2002
between CNP and REI (relating to the Guarantee
Agreement dated as of February 26, 1999 between
REI and The Bank of New York providing for the
guaranty of certain amounts relating to the
7.20% Trust Originated Preferred Securities
issued by REI Trust I )
+4(l) Assignment and Assumption Agreement for the
Expense and Liability Agreements and the Trust
Agreements dated as of August 31, 2002 between
CNP and REI (relating to the (i) Agreement as to
Expenses and Liabilities dated as of June 4,
1997 between REI and Trust I, (ii) Agreement as
to Expenses and Liabilities dated as of February
4, 1997 between REI and Trust II, (iii) Trust
I's Amended and Restated Trust Agreement dated
February 4, 1997 and (iv) Trust II's Amended and
Restated Trust Agreement dated February 4, 1997)
16
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.
d/b/a RELIANT ENERGY,
INCORPORATED
Date: September 3, 2002 By: /s/ Hugh Rice Kelly
---------------------------------
Executive Vice President, General
Counsel and Corporate Secretary
Exhibits not incorporated by reference to a prior filing are designated by
a cross (+); all exhibits not so designated are incorporated herein by reference
to a prior filing of CenterPoint Energy, Inc. as indicated.
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number References
------ ----------- ------------ ------------ ----------
2(a)(1) Agreement and Plan of Merger among Reliant Joint Proxy 333-69502 Annex A
Energy, Incorporated ("REI"), CenterPoint Statement/Prospectus
Energy, Inc. ("CNP") and Reliant Energy contained in
MergerCo, Inc. dated as of October 19, 2001 Registration
Statement on Form S-4
3(a) Amended and Restated Articles of Incorporation Joint Proxy 333-69502 Annex B
of CNP Statement/Prospectus
contained in
Registration
Statement on Form S-4
3(b) Articles of Amendment to Amended and Restated Form 10-K for the 333-69502 3.1.1
Articles of Incorporation of CNP year ended
December 31, 2001
3(c) Amended and Restated Bylaws of CNP Form 10-K for the 333-69502 3.2
year ended
December 31, 2001
4(a) Form of CNP Stock Certificate Registration 333-69502 4.1
Statement on Form S-4
4(b) Statement of Resolution Establishing a Series of Form 10-K for the 333-69502 3.3
Shares designated Series A Preferred Stock of CNP year ended
December 31, 2001
4(c) Rights Agreement dated as of January 1, 2002 Form 10-K for the 333-69502 4.2
between CNP and JPMorgan Chase Bank, as Rights year ended
Agent December 31, 2001
+4(d) Fifth Supplemental Indenture dated as of August
31, 2002, among CNP, REI and JPMorgan Chase Bank
(supplementing the Collateral Trust Indenture
dated as of September 1, 1988 pursuant to which
REI's Series C Medium Term Notes were issued)
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number References
------ ----------- ------------ ------------ ----------
+4(e) Supplemental Indenture No. 2 dated as of August
31, 2002, among CNP, REI and JPMorgan Chase Bank
(supplementing the Subordinated Indenture dated
as of September 1, 1999 under which REI's 2%
Zero-Premium Exchangeable Subordinated Notes Due
2029 were issued)
+4(f) Supplemental Indenture No. 2 dated as of August
31, 2002, among CNP, REI and The Bank of New York
(supplementing the Junior Subordinated Indenture
dated as of February 15, 1999 under which REI's
Junior Subordinated Debentures related to REI
Trust I's 7.20% trust originated preferred
securities were issued)
+4(g) Supplemental Indenture No. 3 dated as of August
31, 2002 among CNP, REI and The Bank of New York
(supplementing the Junior Subordinated Indenture
dated as of February 1, 1997 under which REI's
Junior Subordinated Debentures related to 8.125%
trust preferred securities issued by HL&P
Capital Trust I and 8.257% capital securities
issued by HL&P Capital Trust II were issued)
+4(h) Third Supplemental Indenture dated as of August
31, 2002 among CNP, REI, Reliant Energy Resources
Corp. ("RERC") and The Bank of New York
(supplementing the Indenture dated as of June 15,
1996 under which RERC's 6.25% Convertible Junior
Subordinated Debentures were issued)
+4(i) Second Supplemental Indenture dated as of August
31, 2002 among CNP, REI, RERC and JPMorgan Chase
Bank (supplementing the Indenture dated as of
March 1, 1987 under which RERC's 6% Convertible
Subordinated Debentures due 2012 were issued)
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number References
------ ----------- ------------ ------------ ----------
+4(j) Assignment and Assumption Agreement for the
Guarantee Agreements dated as of August 31, 2002
between CNP and REI (relating to (i) the
Guarantee Agreement dated as of February 4, 1997
between REI and The Bank of New York providing
for the guaranty of certain amounts relating to
the 8.125% trust preferred securities issued by
Trust I and (ii) the Guarantee Agreement dated
as of February 4, 1997 between REI and The Bank
of New York providing for the guaranty of
certain amounts relating to the 8.257% capital
securities issued by Trust II )
+4(k) Assignment and Assumption Agreement for the
Guarantee Agreement dated as of August 31, 2002
between CNP and REI (relating to the Guarantee
Agreement dated as of February 26, 1999 between
REI and The Bank of New York providing for the
guaranty of certain amounts relating to the
7.20% Trust Originated Preferred Securities
issued by REI Trust I )
+4(l) Assignment and Assumption Agreement for the
Expense and Liability Agreements and the Trust
Agreements dated as of August 31, 2002 between
CNP and REI (relating to the (i) Agreement as to
Expenses and Liabilities dated as of June 4,
1997 between REI and Trust I, (ii) Agreement as
to Expenses and Liabilities dated as of February
4, 1997 between REI and Trust II, (iii) Trust
I's Amended and Restated Trust Agreement dated
February 4, 1997 and (iv) Trust II's Amended and
Restated Trust Agreement dated February 4, 1997)