--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
JULY 23, 2003
RELIANT RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-16455 76-0655566
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1111 LOUISIANA STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(713) 497-3000
---------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
In this Form 8-K, and in each Exhibit included as a part of the Form 8-K,
"Reliant Resources" refers to Reliant Resources, Inc., and "we," "us" and "our"
refer to Reliant Resources, Inc. and its subsidiaries, unless we specify or the
context indicates otherwise.
ITEM 5. OTHER EVENTS.
In connection with our issuance of senior secured notes guaranteed by
certain of our subsidiaries on July 2, 2003, we have included note 18 to our
unaudited consolidated interim financial statements, which includes unaudited
condensed consolidating financial information presenting supplemental
information for Reliant Resources, Inc. and its wholly-owned subsidiaries for
the indicated groupings: Reliant Resources, guarantors, limited guarantor and
non-guarantors. Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, which
are incorporated by reference herein, give effect to the foregoing within our
historical unaudited consolidated interim financial statements for the three
months ended March 31, 2003, as reported in our Quarterly Report on Form 10-Q
filed on May 14, 2003.
On July 9, 2003, we entered into a definitive agreement to sell our
588-megawatt Desert Basin plant, located in Casa Grande, Arizona, to Salt River
Project Agricultural Improvement and Power District of Phoenix for $289 million.
Exhibit 99.3 to this Current Report on Form 8-K, which is incorporated by
reference herein, gives effect to the foregoing and presents a pro forma
condensed consolidated balance sheet as of March 31, 2003, as if the sale had
occurred on March 31, 2003. Exhibit 99.3 also presents pro forma condensed
statements of consolidated operations as if the sale had occurred on January 1,
2000.
Except as otherwise expressly noted, the financial statement disclosures,
management estimates and forward-looking statements contained in this Current
Report on Form 8-K have not been updated to reflect any developments subsequent
to March 31, 2003.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
When we make statements containing projections about our revenues, income,
earnings and other financial items, our plans and objectives for the future,
future economic performance, or when we make statements containing any other
projections or estimates about our assumptions relating to these types of
statements, we are making "forward-looking statements." These statements usually
relate to future events and anticipated revenues , earnings, business
strategies, competitive position or other aspects of our operations or operating
results. In many cases you can identify forward-looking statements by
terminology such as "anticipate," "estimate," "believe," "continue," "could,"
"intend," "may," "plan," "potential," "predict," "should," "will," "expect,"
"objective," "projection," "forecast," "goal," "guidance," "outlook" and other
similar words . However, the absence of these words does not mean that the
statements are not forward-looking. Although we believe that the expectations
and the underlying assumptions reflected in our forward-looking statements are
reasonable, there can be no assurance that these expectations will prove to be
correct. Forward-looking statements are not guarantees of future performance or
events. Such statements involve a number of risks and uncertainties, and actual
results may differ materially from the results discussed in the forward-looking
statements.
In addition to the matters described in this report and the exhibits
hereto, the following are some of the factors that could cause actual results to
differ materially from those expressed or implied in our forward-looking
statements:
- the application of, or changes in, the laws and regulations to which we
are subject;
- the outcome of pending lawsuits, governmental proceedings and
investigations;
- the effects of competition, including the extent and timing of the entry
of additional competitors in our markets;
- liquidity concerns in our markets;
- the degree to which we successfully integrate the operations and assets
of Orion Power Holdings, Inc. into our wholesale energy segment;
1
- the successful and timely completion and start-up of our construction
projects;
- the timing and extent of changes in commodity prices and interest rates;
- the availability of adequate supplies of fuel, water, and associated
transportation necessary to operate our generation portfolio;
- weather variations and other natural phenomena, which can affect the
demand for power from or our ability to produce power at our generating
facilities;
- financial market conditions and our access to capital, including
availability of funds in the capital markets;
- the creditworthiness or bankruptcy or other financial distress of our
counterparties;
- actions by rating agencies with respect to us or our competitors;
- acts of terrorism or war;
- the availability and price of insurance;
- the reliability of the systems, procedures and other infrastructure
necessary to operate our retail electric business, including the systems
owned and operated by the independent system operator in ERCOT;
- political, legal, regulatory and economic conditions and developments in
the United States;
- the successful operation of deregulating power markets; and
- the resolution of the refusal by certain California market participants
to pay our receivables balances and the resolution of the refund
methodologies.
Each forward-looking statement speaks only as of the date of the particular
statement, and we undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information, future events
or otherwise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Reliant Resources, Inc. and Subsidiaries Unaudited
Consolidated Interim Financial Statements as of December 31,
2002 and March 31, 2003 and for the Three Months Ended March
31, 2002 and 2003.
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations as of March 31, 2003 and for the
Three Months Ended March 31, 2002 and 2003.
99.3 Unaudited Pro Forma Condensed Consolidated Financial
Statements for Anticipated Sale of Desert Basin Plant
Operations.
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.
RELIANT RESOURCES, INC.
(Registrant)
By: /s/ THOMAS C. LIVENGOOD
------------------------------------
Thomas C. Livengood
Vice President and
Controller
Date: July 23, 2003
3
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
99.1 Reliant Resources, Inc. and Subsidiaries Unaudited
Consolidated Interim Financial Statements as of December 31,
2002 and March 31, 2003 and for the Three Months Ended March
31, 2002 and 2003.
99.2 Management's Discussion and Analysis of Financial Condition
and Results of Operations as of March 31, 2003 and for the
Three Months Ended March 31, 2002 and 2003.
99.3 Unaudited Pro Forma Condensed Consolidated Financial
Statements for Anticipated Sale of Desert Basin Plant
Operations.