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): NOVEMBER 8, 2002
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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)
Registrant's telephone number, including area code: (713) 207-3000
ITEM 5. OTHER EVENTS.
Credit Facility. On November 8, 2002, CenterPoint Energy, Inc.
announced that it had successfully negotiated a new $1.310 billion senior
secured credit facility at its transmission and distribution subsidiary,
CenterPoint Energy Houston Electric, LLC. For additional information regarding
the new facility, please refer to CenterPoint Energy, Inc.'s press release
attached to this report as Exhibit 99.1 which is incorporated by reference
herein.
Reliant Resources Trading Matter. On October 29, 2002, Reliant
Resources, Inc. (RRI) announced that a review of its trading activities had
identified a series of four related natural gas financial swap transactions that
should not have been recorded in the company's records. According to RRI, the
transactions had the effect of decreasing its net income approximately $13
million in 2000 and increasing net income by the same amount in 2001. RRI
further reported that it had determined, after discussion with its independent
auditors and the staff of the Securities and Exchange Commission, that a
restatement of its prior period financial statements was not required.
At the time of the transactions described above, RRI was a subsidiary
of Reliant Energy, Incorporated, the predecessor of the CenterPoint Energy.
CenterPoint Energy distributed all of its shares of RRI common stock to
shareholders of CenterPoint Energy on September 30, 2002. CenterPoint Energy has
concluded based on discussions with its external auditors that no restatement of
its prior period financial statements is required.
FORWARD LOOKING STATEMENTS
Some of the statements in the press release incorporated by reference
herein are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those expressed or implied by these statements. In some cases, you can
identify our forward-looking statements by the words "anticipates," "believes,"
"continue," "could," "estimates," "expects," "forecast," "goal," "intends,"
"may," "objective," "plans," "potential," "predicts," "projection," "should,"
"will," or other similar words.
CenterPoint Energy has based its forward-looking statements on its
management's beliefs and assumptions based on information available at the time
the statements are made. CenterPoint Energy cautions you that assumptions,
beliefs, expectations, intentions and projections about future events may and
often do vary materially from actual results. Therefore, actual results may
differ materially from those expressed or implied by CenterPoint Energy's
forward-looking statements. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the
date of the particular statement, and CenterPoint Energy undertakes no
obligation to update or revise publicly any forward-looking statements.
The following list identifies some of the factors that could cause
actual results to differ from those expressed or implied by CenterPoint Energy's
forward-looking statements:
2
o state and federal legislative and regulatory actions or developments,
including deregulation, re-regulation and restructuring of the electric
utility industry, constraints placed on CenterPoint Energy's activities
by the Public Utility Holding Company Act of 1935, changes in or
application of laws or regulations applicable to other aspects of
CenterPoint Energy's business and actions with respect to, among other
things:
-- approval of stranded costs;
-- allowed rates of return;
-- rate structures;
-- recovery of investments; and
-- operation and construction of facilities;
o non-payment for CenterPoint Energy's services due to financial distress
of its customers;
o the successful and timely completion of CenterPoint Energy's capital
projects;
o industrial, commercial and residential growth in CenterPoint Energy's
service territory and changes in market demand and demographic
patterns;
o changes in business strategy or development plans;
o unanticipated changes in interest rates or rates of inflation;
o unanticipated changes in operating expenses and capital expenditures;
o weather variations and other natural phenomena;
o commercial bank and financial market conditions, CenterPoint Energy's
access to capital, the cost of such capital, receipt of certain
approvals under the Public Utility Holding Company Act of 1935, and the
results of CenterPoint Energy's financing and refinancing efforts,
including availability of funds in the debt capital markets;
o actions by rating agencies;
o legal and administrative proceedings and settlements;
o changes in tax laws;
o significant changes in CenterPoint Energy's relationship with its
employees, including the availability of qualified personnel and the
potential adverse effects if labor disputes or grievances were to
occur;
o significant changes in critical accounting policies material to
CenterPoint Energy;
3
o acts of terrorism or war, including any direct or indirect effect on
CenterPoint Energy's business resulting from terrorist attacks such as
occurred on September 11, 2001 or any similar incidents or responses to
those incidents;
o the availability and price of insurance;
o the outcome of the pending securities lawsuits against Reliant Energy,
Incorporated and Reliant Resources, Inc.;
o the outcome of the SEC investigation relating to the treatment in
CenterPoint Energy's consolidated financial statements of certain
activities of Reliant Resources, Inc.;
o the ability of Reliant Resources, Inc. to satisfy its indemnity
obligations to CenterPoint Energy;
o the reliability of the systems, procedures and other infrastructure
necessary to operate the retail electric business in CenterPoint
Energy's service territory, including the systems owned and operated by
the independent system operator in the Electric Reliability Council of
Texas, Inc.;
o political, legal, regulatory and economic conditions and developments
in the United States; and
o other factors discussed in CenterPoint Energy's filings with the SEC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release issued November 8, 2002 regarding new credit
facility
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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: November 8, 2002 By: /s/ JAMES S. BRIAN
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James S. Brian
Senior Vice President and Chief
Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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99.1 Press Release issued November 8, 2002
regarding new credit facility