Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110348
PROSPECTUS SUPPLEMENT NO. 14
(TO PROSPECTUS DATED DECEMBER 4, 2003)
(CENTERPOINT ENERGY LOGO)
$575,000,000
3.75% Convertible Senior Notes due 2023
and
Common Stock Issuable Upon Conversion of the Notes
This document supplements our prospectus dated December 4, 2003,
relating to $575,000,000 aggregate principal amount of our 3.75% Convertible
Senior Notes Due 2023 and the common stock issuable upon conversion of the
notes. You should read this prospectus supplement in conjunction with the
accompanying prospectus, which is to be delivered by selling securityholders to
prospective purchasers along with this prospectus supplement. The information in
the following table supplements the information set forth under the caption
"Selling Security Holders" in the prospectus.
PRINCIPAL AMOUNT OF NUMBER OF SHARES
NOTES BENEFICIALLY PERCENTAGE OF OF COMMON STOCK PERCENTAGE OF
OWNED THAT MAY NOTES THAT COMMON STOCK
NAME BE SOLD OUTSTANDING MAY BE SOLD OUTSTANDING (1)
---- ------------------- ------------- ---------------- ---------------
National Benefit Life Insurance Company(2)....... $ 35,000 * 3,022 *
Primerica Life Insurance Company(3).............. $ 345,000 * 29,793 *
The Standard Fire Insurance Company.............. $ 426,000 * 36,788 *
The Travelers Life and Annuity Company(4)........ $ 177,000 * 15,285 *
The Travelers Indemnity Company.................. $ 426,000 * 36,788 *
The Travelers Insurance Company - Life(5)........ $2,438,000 * 210,535 *
The Travelers Insurance Company Separate Account
TLAC(6)........................................ $ 68,000 * 5,872 *
Travelers Casualty Insurance Company of America.. $1,235,000 * 106,649 *
Travelers Series Trust Convertible Bond Portfolio $ 900,000 * 77,720 *
----------
* Less than 1%
(1) Calculated using 306,077,942 shares of common stock outstanding as of
November 3, 2003. In calculating this amount for each holder, we
treated as outstanding the number of shares of common stock issuable
upon conversion of all of that holder's notes, but we did not assume
conversion of any other holder's notes.
(2) National Benefit Life Insurance Company also beneficially owns (i)
$2,500,000 principal amount of CERC's 7.75% Notes due 2011, (ii)
$700,000 principal amount of CenterPoint Houston's 5.70% General
Mortgage Bonds, Series J, due 2013 and (iii) $2,000,000 principal
amount of CenterPoint Houston's 6.95% General Mortgage Bonds, Series K,
due 2033.
(3) Primerica Life Insurance Company also beneficially owns (i) $7,000,000
principal amount of CERC's 7.875% Senior Notes due 2013 and (ii)
$1,400,000 principal amount of CenterPoint Houston's 5.70% General
Mortgage Bonds, Series J, due 2013.
(4) The Travelers Life and Annuity Company also beneficially owns (i)
$300,000 principal amount of CenterPoint Houston's 5.70% General
Mortgage Bonds, Series J, due 2013, (ii) $700,000 principal amount of
CenterPoint Houston's 6.95% General Mortgage Bonds, Series K, due 2033
and (iii) $1,000,000 principal amount of CERC's 7.875% Senior Notes due
2013.
(5) The Travelers Insurance Company - Life also beneficially owns (i)
$5,000,000 principal amount of CERC's 7.75% Notes due 2011, (ii)
$3,800,000 principal amount of CenterPoint Houston's 5.70% General
Mortgage Bonds, Series J, due 2013, (iii) $6,300,000 principal amount
of CenterPoint Houston's 6.95% General Mortgage Bonds, Series K, due
2033 and (iv) $11,500,000 principal amount of CERC's 7.875% Senior
Notes due 2013.
(6 ) The Travelers Insurance Company Separate Account TLAC also beneficially
owns $200,000 principal amount of CenterPoint Houston's 5.70% General
Mortgage Bonds, Series J, due 2013.
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 10 OF THE ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is May 13, 2004.