Filed Pursuant to Rule 424(b)(3)
Registration No. 333-114440
PROSPECTUS SUPPLEMENT NO. 9
(TO PROSPECTUS DATED APRIL 30, 2004)
(CENTERPOINT ENERGY LOGO)
$255,000,000
2.875% Convertible Senior Notes due 2024
and
Common Stock Issuable Upon Conversion of the Notes
This document supplements our prospectus dated April 30, 2004, relating
to $255,000,000 aggregate principal amount of our 2.875% Convertible Senior
Notes Due 2024 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.
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.
On December 13, 2004, we entered into a supplemental indenture with the
trustee in which we eliminated our right to settle the conversion of the notes
solely in shares of our common stock. The supplemental indenture does not modify
your rights as a holder of the notes. We have provided below revisions to
certain paragraphs of the "Conversion Rights" section of the prospectus which
reflect changes under the supplemental indenture.
We believe that the modifications to the terms of the notes caused by
the supplemental indenture will not constitute an exchange for federal income
tax purposes, and therefore that there will be no federal income tax
consequences to holders of the notes as a result of any such modifications.
Holders should refer to the discussion in the accompanying prospectus under the
heading "Material United States Federal Income Tax Considerations" for a summary
of the United States federal income tax consequences relevant to holders of the
notes.
The information in the second paragraph under the caption "Conversion
Rights" beginning on page 17 of the prospectus is replaced and superseded by the
following:
"Except as otherwise described below, you will not receive any
cash payment representing accrued and unpaid interest (including
contingent interest, if any) upon conversion of a note and we will not
adjust the conversion rate to account for the accrued and unpaid
interest. Upon conversion of a note, we will become obligated to
deliver to you cash or a combination of cash and shares of common
stock, together with any cash payment for fractional shares (the
"conversion obligation"). Delivery of cash or a combination of cash and
shares of common stock and any cash payment for fractional shares will
be deemed to satisfy our obligation to pay the principal amount of the
notes, including accrued and unpaid interest (including contingent
interest, if any). Accrued and unpaid interest (including contingent
interest, if any) will be deemed paid in full rather than canceled,
extinguished or forfeited. The trustee will initially act as the
conversion agent. Notwithstanding conversion of any notes, the holders
of the notes and any common stock issuable upon conversion thereof will
continue to be entitled to receive additional amounts in accordance
with the registration rights agreement. See "--Registration Rights"
below."
The information in the eighth, ninth and tenth paragraphs under the
caption "Conversion Rights" beginning on page 18 of the prospectus is replaced
and superseded by the following:
"Upon conversion, we will satisfy our conversion obligation by
delivering to you either (1) cash or (2) a combination of cash and
shares of our common stock, as follows:
(1) Cash Settlement. If we elect to satisfy the entire
conversion obligation in cash, then we will deliver to you an amount in
cash equal to the product of:
o (a) the aggregate principal amount of notes to be
converted divided by 1,000 multiplied by (b) the
applicable conversion rate and
o the average of the last reported sale prices of our
common stock for the five trading day period starting
the third trading day following the conversion date
(the "applicable stock price").
(2) Combined Settlement. If we elect to satisfy a portion of
the conversion obligation in cash (the "partial cash amount") and a
portion in shares of our common stock, then we will deliver to you such
partial cash amount, plus a number of full shares equal to (a) the cash
settlement amount as described in clause (1) above minus such partial
cash amount divided by (b) the applicable stock price, together with
any cash payment for fractional shares determined using the applicable
stock price. In no event shall the partial cash amount equal less than
the aggregate principal amount of the notes being converted.
We will notify you, through the trustee, of the dollar amount
to be satisfied in cash at any time on or before the date that is two
business days following the conversion date (the "settlement notice
period").
You may retract your conversion notice at any time during the
two business day period beginning on the business day after the
settlement notice period (the "conversion retraction period"). If you
have not retracted your conversion notice during the conversion
retraction period, then cash settlement or combined settlement will be
made through the conversion agent no later than the third business day
following the determination of the applicable stock price."
The date of this prospectus supplement is December 13, 2004.