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): SEPTEMBER 3, 2003
------------------------------
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) 207-1111
------------------------------
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)
Registrant's telephone number, including area code: (713) 207-1111
------------------------------
ITEM 5. OTHER EVENTS.
AMENDMENT TO CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC ("CEHE") CREDIT AGREEMENT
On September 3, 2003, CEHE amended its $1.3 billion collateralized
term loan maturing in 2005 to permit the issuance by CEHE of an additional $500
million of secured debt. Under CenterPoint Energy, Inc.'s ("CenterPoint Energy")
bank facility, CenterPoint Energy is required to apply the net cash proceeds of
any such issuance to repay loans under its facility.
TEXAS GENCO OPTION
The following summarizes the risks that would exist if Reliant
Resources, Inc. ("Reliant Resources") did not exercise its option to purchase
the common stock of Texas Genco Holdings, Inc. ("Texas Genco") owned by
CenterPoint Energy:
IF RELIANT RESOURCES DOES NOT EXERCISE ITS OPTION TO PURCHASE THE COMMON STOCK
OF TEXAS GENCO THAT CENTERPOINT ENERGY OWNS, CENTERPOINT ENERGY MAY NOT BE ABLE
TO MONETIZE TEXAS GENCO ON THE SAME TERMS OR ON THE SAME TIME SCHEDULE AS
PROVIDED BY THE OPTION.
Reliant Resources reported in its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2003 that as of June 30, 2003 it had $7.7
billion of total debt and its unsecured debt ratings are currently below
investment grade. It is not clear whether Reliant Resources will exercise its
option to purchase the common stock of Texas Genco that CenterPoint Energy owns.
If Reliant Resources does not exercise its option, CenterPoint Energy will have
to pursue an alternative strategy to monetize Texas Genco. CenterPoint Energy
may not be able to monetize its interest in Texas Genco under any alternative
strategy on terms as favorable as those provided by the Reliant Resources option
or as quickly as under the option. In addition, delays in monetization may
increase the risk that the value of the ownership interest used in the stranded
cost determination, which is to be based on market prices for Texas Genco common
stock during the 120 trading days ending on March 30, 2004, will be higher than
the proceeds received in the monetization process.
ITEM 9. REGULATION FD DISCLOSURE.
CENTERPOINT ENERGY CREDIT AGREEMENT REFINANCING
CenterPoint Energy is currently engaged in discussions related to the
refinancing of its $2.85 billion bank facility in order to reduce the principal
amount of the facility and its cost of borrowing. Under the proposal,
CenterPoint Energy would enter into a new three year credit facility, currently
expected to be approximately $2.35 billion (the "New Facility"), that would be
secured by a pledge of the Texas Genco common stock which CenterPoint Energy
owns. The New Facility would be composed of a revolving credit facility of
approximately $1.35 billion and a term loan of approximately $1 billion.
CenterPoint Energy cannot assure you that it will be successful in refinancing
its bank facility, or if it is successful, that the refinancing will be on the
terms outlined above.
The information in Item 9 of this report is being furnished, not filed,
pursuant to Regulation FD. Accordingly, the information in Item 9 of this report
will not be incorporated by reference into any registration statement filed by
CenterPoint Energy under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated by reference. The
furnishing of the information in this report is not intended to, and does not,
constitute a determination or admission by CenterPoint Energy, that the
information in this report is material or complete, or that investors should
consider this information before making an investment decision with respect to
any security of CenterPoint Energy or any of its affiliates.
2
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: September 3, 2003 By: /s/ Rufus S. Scott
----------------------------------------
Rufus S. Scott
Vice President,
Deputy General Counsel and
Assistant Corporate Secretary
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: September 3, 2003 By: /s/ Rufus S. Scott
----------------------------------------
Rufus S. Scott
Vice President,
Deputy General Counsel and
Assistant Corporate Secretary
3