AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 2002
REGISTRATION NO. 333-33303
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
D/B/A RELIANT ENERGY, INCORPORATED
TEXAS 74-0694415
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1111 LOUISIANA RUFUS S. SCOTT
HOUSTON, TEXAS 77002 ASSISTANT CORPORATE SECRETARY
(713) 207-3000 1111 LOUISIANA
(Address, including zip code, and telephone HOUSTON, TEXAS 77002
number, including area code, of registrant's (713) 207-3000
principal executive offices) (Name, address, including zip code,
and telephone number, including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act by CenterPoint Energy, Inc. d/b/a Reliant Energy, Incorporated, a
Texas corporation ("CenterPoint Energy"), as successor to Reliant Energy,
Incorporated, a Texas corporation ("Reliant Energy"), following a merger to
effect a holding company reorganization effective as of August 31, 2002.
CenterPoint Energy hereby expressly adopts the Registration Statement of Reliant
Energy on Form S-3 (Registration No. 333-33303) as its own Registration
Statement for all purposes of the Securities Act and the Securities Exchange Act
of 1934, as amended, and hereby sets forth any additional information necessary
to reflect any material changes made in connection with or resulting from the
succession or necessary to keep this Registration Statement from being
misleading in any material respect.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2002
PROSPECTUS
CENTERPOINT ENERGY, INC.
D/B/A RELIANT ENERGY, INCORPORATED
1,700,976 SHARES
COMMON STOCK
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We are offering shares of our common stock issuable upon the conversion of
one or more 6% Convertible Subordinated Debentures due 2012 of Reliant Energy
Resources Corp., our wholly owned subsidiary. Each convertible debenture is
convertible into cash and shares of our common stock at any time on or prior to
March 15, 2012.
Our common stock is listed on the New York Stock Exchange and the Chicago
Stock Exchange under the symbol "REI."
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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This prospectus is dated , 2002.
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the SEC. You may read and copy
any document we file with the SEC at the SEC's Public Reference Room located at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the SEC located at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and at 233 Broadway, New York, New
York 10279. You may obtain further information regarding the operation of the
SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. Our filings
are also available to the public on the SEC's Internet site located at
http://www.sec.gov. In addition, you may inspect our reports at the offices of
the New York Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005
and at the offices of the Chicago Stock Exchange at 440 South LaSalle Street,
Chicago, Illinois 60605.
The SEC allows us to "incorporate by reference" into this prospectus
information we file or Reliant Energy, Incorporated ("Reliant Energy") files
with the SEC. This means we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this prospectus, unless we update or supersede that
information by the information contained in this prospectus, a prospectus
supplement or information that we file subsequently that is incorporated by
reference into this prospectus. We are incorporating by reference into this
prospectus the following documents that we or Reliant Energy (File No. 1-3187)
have filed with the SEC, and CenterPoint Energy's future filings with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until the offering of the common stock is completed, including any filings on or
after the date on which the registration statement that includes this prospectus
was initially filed with the SEC and before the effectiveness of such
registration statement:
- the Annual Report on Form 10-K of CenterPoint Energy for the fiscal year
ended December 31, 2001,
- the Quarterly Reports on Form 10-Q of CenterPoint Energy for the
quarterly periods ended March 31, 2002 and June 30, 2002,
- the Annual Report on Form 10-K of Reliant Energy for the fiscal year
ended December 31, 2001, as amended by the Annual Report on Form 10-K/A
(Amendment No. 1) of Reliant Energy for the fiscal year ended December
31, 2001, as filed on July 5, 2002,
- the Quarterly Reports of Reliant Energy on Form 10-Q for the quarterly
periods ended March 31, 2002 and June 30, 2002,
- the Current Reports of Reliant Energy on Form 8-K filed with the SEC on
January 11, 2002, March 6, 2002, April 8, 2002, July 5, 2002 and July 15,
2002,
- Item 5 of the Current Reports of Reliant Energy on Form 8-K filed with
the SEC on February 5, 2002, March 15, 2002, April 29, 2002, July 25,
2002 and August 1, 2002, and
- the Current Report on Form 8-K of CenterPoint Energy filed with the SEC
on September 3, 2002, which includes a description of CenterPoint
Energy's common stock and associated rights to purchase its Series A
preferred stock.
This prospectus is part of a registration statement we have filed with the
SEC relating to our common stock. As permitted by SEC rules, this prospectus
does not contain all of the information included in the registration statement
and the accompanying exhibits and schedules we file with the SEC. You should
read the registration statement, the exhibits and schedules for more information
about us and our common stock. The registration statement, exhibits and
schedules are also available at the SEC's Public Reference Room or through its
web site.
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You may also obtain a copy of our filings with the SEC at no cost, by
writing to or telephoning us at the following address:
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
Attn: Corporate Secretary
(713) 207-3000
CENTERPOINT ENERGY
We are a utility holding company, created on August 31, 2002 as part of a
corporate restructuring of Reliant Energy that implemented certain requirements
of the Texas electric restructuring law. Our wholly owned operating subsidiaries
own and operate electric generation plants, electric transmission and
distribution facilities, natural gas distribution facilities and natural gas
pipelines. We are subject to regulation as a "registered" holding company under
the Public Utility Holding Company Act of 1935. Our wholly owned subsidiaries
include:
- CenterPoint Energy Houston Electric, LLC, which engages in Reliant
Energy's former electric transmission and distribution business in the
5,000-square mile area of the Texas gulf coast that includes Houston.
- Texas Genco Holdings, Inc., which owns and operates the Texas generating
plants formerly belonging to the integrated electric utility that was a
part of Reliant Energy.
- Reliant Energy Resources Corp. ("RERC"), which owns gas distribution
systems that together form one of the United States' largest natural gas
distribution operations in terms of customers served. Through wholly
owned subsidiaries, RERC owns two interstate natural gas pipelines and
provides various ancillary services.
We also currently own approximately 83% of the outstanding stock of Reliant
Resources, Inc., which owns and operates electric generation plants and engages
in various unregulated energy service and trading businesses.
Our executive offices are located at 1111 Louisiana, Houston, Texas 77002,
and our phone number is (713) 207-3000.
USE OF PROCEEDS
Because the shares of common stock offered in this prospectus will be
issued upon conversion of the convertible debentures, we will not receive any
proceeds upon such issuance.
PLAN OF DISTRIBUTION
ISSUANCE OF COMMON STOCK UPON CONVERSION OF CONVERTIBLE DEBENTURES
Pursuant to the Agreement and Plan of Merger dated as of October 19, 2001
among Reliant Energy, Reliant Energy MergerCo, Inc., a Texas corporation and our
indirect subsidiary ("MergerCo"), and us,
- MergerCo was merged with and into Reliant Energy, with Reliant Energy
being the surviving corporation,
- each share of common stock of Reliant Energy was converted into a share
of our common stock, and
- we became the holding company for Reliant Energy and its subsidiaries.
As a result of the merger, we agreed to be bound by the conversion provisions
applicable to the convertible debentures.
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Under the terms of the Indenture dated as of March 1, 1987 between NorAm
Energy Corp. and JPMorgan Chase Bank, as trustee, as amended and supplemented,
each $50 principal amount of the convertible debentures is currently convertible
at the option of the holder at any time on or prior to March 15, 2012, subject
to adjustments provided for in the Indenture, into:
- $14.24 of cash and
- 0.65 shares of our common stock.
Pursuant to the terms of the Indenture, we may issue our common stock to holders
of the convertible debentures from time to time upon the exercise of their
conversion privileges.
DESCRIPTION OF COMMON STOCK
The following descriptions are summaries of material terms of our common
stock, preferred stock, articles of incorporation and bylaws. This summary is
qualified by reference to our amended and restated articles of incorporation and
amended and restated bylaws, each as amended to date, copies of which have been
included as exhibits hereto and are incorporated herein by reference, and by the
provisions of applicable law.
As of August 31, 2002, our authorized capital stock consisted of:
- 1,000,000,000 shares of common stock, par value $0.01 per share, of which
approximately 304,120,209 shares were outstanding, including
approximately 5,338,887 shares pledged to secure a loan to our Employee
Stock Ownership Plan, and
- 20,000,000 shares of preferred stock, par value $0.01 per share, of which
1,000,000 shares are classified as Series A preferred stock, none of
which was outstanding.
Each share of our common stock offered by means of this prospectus includes
an associated preferred stock purchase right. The shares of Series A preferred
stock have been initially reserved for issuance upon exercise of the rights.
COMMON STOCK
Voting Rights. Holders of our common stock are entitled to one vote for
each share on all matters submitted to a vote of shareholders, including the
election of directors. There are no cumulative voting rights. Subject to the
voting rights expressly conferred under prescribed conditions to the holders of
our preferred stock, the holders of our common stock possess exclusive full
voting power for the election of directors and for all other purposes.
Dividends. Subject to preferences that may be applicable to any of our
outstanding preferred stock, the holders of our common stock are entitled to
dividends when, as and if declared by the board of directors out of funds
legally available for that purpose.
Liquidation Rights. If CenterPoint Energy is liquidated, dissolved or
wound up, the holders of our common stock will be entitled to a pro rata share
in any distribution to shareholders, but only after satisfaction of all of our
liabilities and of the prior rights of any outstanding class of our preferred
stock.
Preemptive Rights. Holders of our common stock are not entitled to any
preemptive or conversion rights or other subscription rights.
Transfer Agent and Registrar. Our shareholder services division will serve
as transfer agent and registrar for our common stock.
Other Provisions. There are no redemption or sinking fund provisions
applicable to our common stock. No personal liability will attach to holders of
such shares under the laws of the State of Texas. Subject to the provisions of
our articles of incorporation and bylaws imposing certain supermajority voting
provisions, the
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rights of the holders of shares of our common stock may not be modified except
by a vote of at least a majority of the shares outstanding, voting together as a
single class.
PREFERRED STOCK
Our board of directors may cause us to issue preferred stock from time to
time in one or more series and may fix the number of shares and the terms of
each series without the approval of our shareholders. Our board of directors may
determine the terms of each series, including:
- the designation of the series,
- dividend rates and payment dates,
- redemption rights,
- liquidation rights,
- sinking fund provisions,
- conversion rights,
- voting rights, and
- any other terms.
The issuance of preferred stock, while providing desired flexibility in
connection with possible acquisitions and other corporate purposes, could
adversely affect the voting power of holders of our common stock. It could also
affect the likelihood that holders of our common stock will receive dividend
payments and payments upon liquidation.
The issuance of shares of preferred stock, or the issuance of rights to
purchase shares of preferred stock, could be used to discourage an attempt to
obtain control of CenterPoint Energy. For example, if, in the exercise of its
fiduciary obligations, our board were to determine that a takeover proposal was
not in the best interest of CenterPoint Energy, our board could authorize the
issuance of a series of preferred stock containing class voting rights that
would enable the holder or holders of the series to prevent or make the change
of control transaction more difficult. Alternatively, a change of control
transaction deemed by our board to be in the best interest of CenterPoint Energy
could be facilitated by issuing a series of preferred stock having sufficient
voting rights to provide a required percentage vote of the stockholders.
For purposes of the rights plan described below, our board of directors has
designated a series of preferred stock to constitute the Series A Preferred
Stock. For a description of the rights plan, see "Antitakeover Effects of Texas
Laws and CenterPoint Energy Charter and Bylaw Provisions -- Shareholder Rights
Plan."
ANTITAKEOVER EFFECTS OF TEXAS LAWS AND CENTERPOINT ENERGY CHARTER AND BYLAW
PROVISIONS
Some provisions of Texas law and our articles of incorporation and bylaws
could make the following more difficult:
- acquisition of CenterPoint Energy by means of a tender offer,
- acquisition of control of CenterPoint Energy by means of a proxy contest
or otherwise, or
- removal of our incumbent officers and directors.
These provisions, as well as our shareholder rights plan, are designed to
discourage coercive takeover practices and inadequate takeover bids. These
provisions are also designed to encourage persons seeking to acquire control of
CenterPoint Energy to first negotiate with our board of directors. We believe
that the benefits of this increased protection give us the potential ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to acquire
or restructure it, and that the benefits of this increased protection outweigh
the disadvantages of discouraging those proposals, because negotiation of those
proposals could result in an improvement of their terms.
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CHARTER AND BYLAW PROVISIONS
Election and Removal of Directors. The exact number of members of our
board of directors will be fixed from time to time by resolution of the board of
directors. Our board of directors is divided into three classes, Class I, Class
II and Class III. Each class is as nearly equal in number of directors as
possible. The terms of office of the directors of Class I expire at the annual
meeting of shareholders in 2003, of Class II expire at the annual meeting of
shareholders in 2004 and of Class III expire at the annual meeting of
shareholders in 2005. At each annual meeting, the shareholders elect the number
of directors equal to the number in the class whose term expires at the meeting
to hold office until the third succeeding annual meeting. This system of
electing and removing directors may discourage a third party from making a
tender offer for or otherwise attempting to obtain control of us, because it
generally makes it more difficult for shareholders to replace a majority of the
directors. In addition, no director may be removed except for cause, and
directors may be removed for cause only by the holders of a majority of the
shares of capital stock entitled to vote at an election of directors. Any
vacancy occurring on the board of directors and any newly created directorship
may be filled by a majority of the remaining directors in office or by election
by the shareholders.
Shareholder Meetings. Our articles of incorporation and bylaws provide
that special meetings of holders of common stock may be called only by the
chairman of our board of directors, our chief executive officer, our president,
our secretary or a majority of our board of directors or the holders of at least
50% of our shares outstanding and entitled to vote.
Modification of Articles of Incorporation. In general, amendments to the
articles of incorporation which are recommended by the board of directors
require the affirmative vote of holders of at least a majority of the voting
power of all outstanding shares of capital stock entitled to vote in the
election of directors. The provisions described above under "-- Election and
Removal of Directors" and "-- Shareholder Meetings" may be amended only by the
affirmative vote of holders of at least 66 2/3% of the voting power of all
outstanding shares of capital stock entitled to vote in the election of
directors. The provisions described below under "-- Modification of the Bylaws"
may be amended only by the affirmative vote of holders of at least 80% of the
voting power of all outstanding shares of capital stock entitled to vote in the
election of directors.
Modification of Bylaws. Our board of directors has the power to alter,
amend or repeal the bylaws or adopt new bylaws by the affirmative vote of at
least 80% of all directors then in office at any regular or special meeting of
the board of directors called for that purpose. The shareholders also have the
power to alter, amend or repeal the bylaws or adopt new bylaws by the
affirmative vote of holders of at least 80% of the voting power of all
outstanding shares of capital stock entitled to vote in the election of
directors, voting together as a single class.
Other Limitations on Shareholder Actions. Our bylaws also impose some
procedural requirements on shareholders who wish to:
- make nominations in the election of directors,
- propose that a director be removed,
- propose any repeal or change in the bylaws, or
- propose any other business to be brought before an annual or special
meeting of shareholders.
Under these procedural requirements, a shareholder must deliver timely notice to
the corporate secretary of the nomination or proposal along with evidence of:
- the shareholder's status as a shareholder,
- the number of shares beneficially owned by the shareholder,
- a list of the persons with whom the shareholder is acting in concert, and
- the number of shares such persons beneficially own.
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To be timely, a shareholder must deliver notice:
- in connection with an annual meeting of shareholders, not less than 90
nor more than 180 days prior to the date on which the immediately
preceding year's annual meeting of shareholders was held; provided that
if the date of the annual meeting is advanced by more than 30 days prior
to or delayed by more than 60 days after the date on which the
immediately preceding year's annual meeting of shareholders was held, not
less than 180 days prior to such annual meeting and not later than the
last to occur of (i) the 90th day prior to such annual meeting or (ii)
the 10th day following the day on which we first make public announcement
of the date of such meeting, or
- in connection with a special meeting of shareholders, not less than 40
nor more than 60 days prior to the date of the special meeting.
In order to submit a nomination for the board of directors, a shareholder must
also submit information with respect to the nominee that we would be required to
include in a proxy statement, as well as some other information. If a
shareholder fails to follow the required procedures, the shareholder's nominee
or proposal will be ineligible and will not be voted on by our shareholders.
Limitation on Liability of Directors. Our articles of incorporation
provide that no director will be personally liable to us or our shareholders for
monetary damages for breach of fiduciary duty as a director, except as required
by law, as in effect from time to time. Currently, Texas law requires that
liability be imposed for the following:
- any breach of the director's duty of loyalty to CenterPoint Energy or our
shareholders,
- any act or omission not in good faith that constitutes a breach of duty
of the director to the corporation or an act or omission that involves
intentional misconduct or a knowing violation of law,
- a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope
of a director's office, and
- an act or omission for which the liability of a director is expressly
provided for by statute.
Our bylaws provide that we will indemnify our officers and directors and advance
expenses to them in connection with proceedings and claims, to the fullest
extent permitted by the Texas Business Corporation Act ("TBCA"). The bylaws
authorize our board of directors to indemnify and advance expenses to people
other than its officers and directors in certain circumstances.
TEXAS ANTITAKEOVER LAW
We are subject to Article 13.03 of the TBCA. That section prohibits Texas
corporations from engaging in a wide range of specified transactions with any
affiliated shareholder during the three-year period immediately following the
affiliated shareholder's acquisition of shares. An affiliated shareholder is any
person, other than the corporation and any of its wholly-owned subsidiaries,
that is or was within the preceding three-year period the beneficial owner of
20% or more of any class or series of stock entitled to vote generally in the
election of directors. Article 13.03 may deter any potential unfriendly offers
or other efforts to obtain control of us that are not approved by our board.
This may deprive the shareholders of opportunities to sell shares of our common
stock at a premium to the prevailing market price.
SHAREHOLDER RIGHTS PLAN
Each share of our common stock includes one right to purchase from us a
unit consisting of one one-thousandth of a share of our Series A Preferred Stock
at a purchase price of $42.50 per unit, subject to adjustment. The rights are
issued pursuant the Rights Agreement dated as of January 1, 2002 between
CenterPoint Energy and JPMorgan Chase Bank, as rights agent (as it may be
amended or supplemented from time to time, the "Rights Agreement"). We have
summarized selected portions of the Rights Agreement and the rights below. This
summary is qualified by reference to the Rights Agreement, a copy of which has
been included as an exhibit hereto.
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Detachment of Rights; Exercisability. The rights will attach to all
certificates representing our common stock issued prior to the "release date."
That date will occur, except in some cases, on the earlier of:
- ten days following a public announcement that a person or group of
affiliated or associated persons, who we refer to collectively as an
"acquiring person," has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of our
common stock, or
- ten business days following the start of a tender offer or exchange offer
that would result in a person becoming an acquiring person.
Our board of directors may defer the release date in some circumstances. Also,
some inadvertent acquisitions of our common stock will not result in a person
becoming an acquiring person if the person promptly divests itself of sufficient
common stock.
Until the release date:
- common stock certificates will evidence the rights,
- the rights will be transferable only with those certificates,
- new common stock certificates will contain a notation incorporating the
Rights Agreement by reference, and
- the surrender for transfer of any common stock certificate will also
constitute the transfer of the rights associated with the common stock
represented by the certificate.
The rights are not exercisable until the release date and will expire at
the close of business on December 31, 2011, unless we redeem or exchange them at
an earlier date as described below.
As soon as practicable after the release date, the rights agent will mail
certificates representing the rights to holders of record of common stock as of
the close of business on the release date. From that date on, only separate
rights certificates will represent the rights. We will issue rights with all
shares of common stock issued prior to the release date. We will also issue
rights with shares of common stock issued after the release date in connection
with some employee benefit plans or upon conversion of some securities. Except
as otherwise determined by our board of directors, we will not issue rights with
any other shares of common stock issued after the release date.
Flip-In Event. A flip-in event will occur under the Rights Agreement when
a person becomes an acquiring person otherwise than pursuant to a "permitted
offer." The Rights Agreement defines "permitted offer" as a tender or exchange
offer for all outstanding shares of our common stock at a price and on terms
that a majority of the independent directors of our board of directors
determines to be fair to and otherwise in the best interests of CenterPoint
Energy and the best interest of our shareholders.
If a flip-in event occurs, each right, other than any right that has become
null and void as described below, will become exercisable to receive the number
of shares of common stock, or in certain circumstances, cash, property or other
securities, which has a "current market price" equal to two times the exercise
price of the right. Please refer to the Rights Agreement for the definition of
"current market price."
Flip-Over Event. A "flip-over event" will occur under the Rights Agreement
when, at any time from and after the time a person becomes an acquiring person:
- we are acquired or we acquire such person in a merger or other business
combination transaction, other than specified mergers that follow a
permitted offer, or
- 50% or more of our assets, cash flow or earning power is sold or
transferred.
If a flip-over event occurs, each holder of a right, except rights that are
voided as described below, will thereafter have the right to receive, on
exercise of the right, a number of shares of common stock of the acquiring
company that has a current market price equal to two times the exercise price of
the right.
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When a flip-in event or a flip-over event occurs, all rights that then are,
or under the circumstances the Rights Agreement specifies previously were,
beneficially owned by an acquiring person or specified related parties will
become null and void in the circumstances the Rights Agreement specifies.
Series A Preferred Stock. After the release date, each right will entitle
the holder to purchase a fractional share of our Series A Preferred Stock, which
will be essentially the economic equivalent of one share of common stock.
Antidilution. The number of outstanding rights associated with a share of
common stock, the number of fractional shares of Series A Preferred Stock
issuable upon exercise of a right and the exercise price of the right are
subject to adjustment in the event of certain stock dividends on, or a
subdivision, combination or reclassification of, our common stock occurring
prior to the release date. The exercise price of the rights and the number of
fractional shares of Series A Preferred Stock or other securities or property
issuable on exercise of the rights are subject to adjustment from time to time
to prevent dilution in the event of certain transactions affecting the Series A
Preferred Stock.
With some exceptions, we will not be required to adjust the exercise price
of the rights until cumulative adjustments amount to at least 1% of the exercise
price. The Rights Agreement also will not require us to issue fractional shares
of Series A Preferred Stock that are not integral multiples of the specified
fractional share and, in lieu thereof, we will make a cash adjustment based on
the market price of the Series A Preferred Stock on the last trading date prior
to the date of exercise. Pursuant to the Rights Agreement, we reserve the right
to require prior to the occurrence of any flip-in event or flip-over event that,
on any exercise of rights, a number of rights must be exercised so that we will
issue only whole shares of Series A Preferred Stock.
Redemption of Rights. At any time until the time a person becomes an
acquiring person, we may redeem the rights in whole, but not in part at a price
of $.005 per right, payable, at our option, in cash, shares of common stock or
such other consideration as our board of directors may determine. Upon such
redemption, the rights will terminate and the only right of the holders of
rights will be to receive the $.005 redemption price.
Exchange of Rights. At any time after the occurrence of a flip-in event
and prior to a person's becoming the beneficial owner of 50% or more of our
outstanding common stock or the occurrence of a flip-over event, we may exchange
the rights, other than rights owned by an acquiring person or an affiliate or an
associate of an acquiring person, which will have become void, in whole or in
part, at an exchange ratio of one share of common stock, and/or other equity
securities deemed to have the same value as one share of common stock, per
right, subject to adjustment.
Substitution. If we have an insufficient number of authorized but unissued
shares of common stock available to permit an exercise or exchange of rights
upon the occurrence of a flip-in event, we may substitute certain other types of
property for common stock so long as the total value received by the holder of
the rights is equivalent to the value of the common stock that the shareholder
would otherwise have received. We may substitute cash, property, equity
securities or debt, reduce the exercise price of the rights or use any
combination of the foregoing.
No Rights as a Shareholder. Until a right is exercised, a holder of rights
will have no rights to vote or receive dividends or any other rights as a holder
of our common stock.
Amendment of Terms of Rights. Our board of directors may amend any of the
provisions of the Rights Agreement, other than the redemption price, at any time
prior to the time a person becomes an acquiring person. Thereafter, the board of
directors may only amend the Rights Agreement in order to cure any ambiguity,
defect or inconsistency or to make changes that do not materially and adversely
affect the interests of holders of the rights, excluding the interests of any
acquiring person.
Rights Agent. JPMorgan Chase Bank will serve as rights agent with regard
to the rights.
Anti-Takeover Effects. The rights will have anti-takeover effects. They
will cause substantial dilution to any person or group that attempts to acquire
us without the approval of our board of directors. As a result, the overall
effect of the rights may be to make more difficult or discourage any attempt to
acquire us even if such
9
acquisition may be favorable to the interests of our shareholders. Because our
board of directors can redeem the rights or approve a permitted offer, the
rights should not interfere with a merger or other business combination approved
by the board of directors.
EXPERTS
Reliant Energy's consolidated financial statements and the related
financial statement schedule incorporated in this prospectus by reference from
Reliant Energy's Annual Report on Form 10-K for the year ended December 31,
2001, as amended by Reliant Energy's Annual Report on Form 10-K/A (Amendment No.
1) for the year ended December 31, 2001, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report (which report expresses an
unqualified opinion and includes explanatory paragraphs relating to the
restatement described in Note 1 to the consolidated financial statements in Form
10-K/A and the change in method of accounting for derivatives and hedging
activities), which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
CenterPoint Energy's consolidated financial statements incorporated in this
prospectus by reference from our Annual Report on Form 10-K for the year ended
December 31, 2001 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
LEGAL OPINIONS
Certain legal matters in connection with the common stock offered hereby
have been passed upon for us by Baker Botts L.L.P., Houston, Texas.
10
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH ANY DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT MAKING AN OFFER
TO SELL SHARES OF OUR COMMON STOCK IN ANY JURISDICTION WHERE THE OFFER OR SALE
IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY
AS OF THE DATE OF THIS PROSPECTUS.
---------------------
TABLE OF CONTENTS
PAGE
----
Where You Can Find More Information... 2
CenterPoint Energy.................... 3
Use of Proceeds....................... 3
Plan of Distribution.................. 3
Description of Common Stock........... 4
Experts............................... 10
Legal Opinions........................ 10
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CENTERPOINT ENERGY, INC.
1,700,976 SHARES
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
, 2002
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by the
Company in connection with the issuance and distribution of the Common Stock
offered hereby.
Securities and Exchange Commission filing fee............... $10,672
Blue Sky fees and expenses.................................. 5,000
Attorney's fees and expenses................................ 10,000
Independent Auditor's fees and expenses..................... 10,000
Printing and engraving expenses............................. 15,000
Listing Fees................................................ 45,000
Miscellaneous expenses...................................... 2,328
-------
Total............................................. $98,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation
Act and Article V of the Company's Amended and Restated Bylaws provide the
Company with broad powers and authority to indemnify its directors and officers
and to purchase and maintain insurance for such purposes. Pursuant to such
statutory and Bylaw provisions, the Company has purchased insurance against
certain costs of indemnification that may be incurred by it and by its officers
and directors.
Additionally, Article IX of the Company's Amended and Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company for monetary damages for any act or omission in the director's capacity
as director, except that Article IX does not eliminate or limit the liability of
a director for (i) any breach of such director's duty of loyalty to the Company
or its shareholders, (ii) any act or omission not in good faith that constitutes
a breach of duty of such director to the Company or an act or omission that
involves intentional misconduct or a knowing violation of law, (iii) a
transaction from which such director received an improper benefit, whether or
not the benefit resulted from an action taken within the scope of the director's
office or (iv) an act or omission for which the liability of a director is
expressly provided for by statute.
Article IX also provides that any subsequent amendments to Texas statutes
that further limit the liability of directors will inure to the benefit of the
directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Company existing at the time of the repeal or modification.
See "Item 17. Undertakings" for a description of the Commission's position
regarding such indemnification provisions.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1* Agreement and Plan of Merger, dated as of October 19, 2001,
by and among Reliant Energy, Incorporated, CenterPoint
Energy, Inc. and Reliant Energy MergerCo, Inc. (incorporated
by reference to Annex A to the Joint Proxy
Statement/Prospectus contained in the Registration Statement
of the Company on Form S-4 (Registration No. 333-69502) (the
"Registration Statement").
4.1* Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Annex B to the Joint
Proxy Statement/Prospectus contained the Registration
Statement).
II-1
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.2* Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Company (incorporated by reference
to Exhibit 3.1.1 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 2001).
4.3* Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.1.1 to the Annual Report on Form 10-K
of the Company for the year ended December 31, 2001).
4.4* Statement of Resolution Establishing a Series of Shares
designated Series A Preferred Stock of CenterPoint Energy,
Inc. (incorporated by reference to Exhibit 3.3 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.5* Form of CenterPoint Energy, Inc. Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.6* Rights Agreement dated as of January 1, 2002 between the
Company and JPMorgan Chase Bank as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.7* Indenture, dated as of March 1, 1987 between Arkla, Inc. and
The Chase Manhattan Bank (National Association), as Trustee
(incorporated by reference to Exhibit 4.20 to the
Registration Statement on Form S-3 of NorAm Energy Corp.
(Registration No. 33-14586)).
4.8* Supplemental Indenture to Exhibit 4.7, dated as of August 6,
1997, among Houston Lighting & Power Company, HI Merger,
Inc., NorAm Energy Corp. (formerly Arkla, Inc.) and The
Chase Manhattan Bank (National Association), as Trustee
(incorporated by reference to Exhibit 4(b)(2) to the Annual
Report on Form 10-K of NorAm Energy Corp. for the year ended
December 31, 1997 (File No. 1-3187)).
4.9* Second Supplemental Indenture to Exhibit 4.7, dated as of
August 31, 2002, among the Company, Reliant Energy,
Incorporated, Reliant Energy Resources Corp. and JPMorgan
Chase Bank (as successor to The Chase Manhattan Bank
(National Association)), as Trustee (incorporated by
reference to Exhibit 4(i) to the Current Report on Form 8-K
of the Company filed on September 3, 2002).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1** Powers of Attorney.
---------------
* Incorporated herein by reference as indicated.
** Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate
II-2
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CenterPoint
Energy, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on September
4, 2002.
CENTERPOINT ENERGY, INC.
D/B/A RELIANT ENERGY INCORPORATED
(Registrant)
By: /s/ R. STEVE LETBETTER
------------------------------------
R. Steve Letbetter
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. STEVE LETBETTER Chairman, President, Chief September 4, 2002
------------------------------------------------ Executive Officer and Director
R. Steve Letbetter (Principal Executive Officer)
/s/ MARK M. JACOBS Executive Vice President and September 4, 2002
------------------------------------------------ Chief Financial Officer
Mark M. Jacobs (Principal Financial Officer)
/s/ JAMES S. BRIAN Senior Vice President and September 4, 2002
------------------------------------------------ Chief Accounting Officer
James S. Brian (Principal Accounting Officer)
* Director September 4, 2002
------------------------------------------------
Milton Carroll
* Director September 4, 2002
------------------------------------------------
John T. Cater
Director September 4, 2002
------------------------------------------------
O. Holcombe Crosswell
* Director September 4, 2002
------------------------------------------------
Robert J. Cruikshank
Director September 4, 2002
------------------------------------------------
T. Milton Honea
Director September 4, 2002
------------------------------------------------
Laree E. Perez
*By: /s/ HUGH RICE KELLY
------------------------------------------
Hugh Rice Kelly, Attorney-In-Fact
II-4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1* Agreement and Plan of Merger, dated as of October 19, 2001,
by and among Reliant Energy, Incorporated, CenterPoint
Energy, Inc. and Reliant Energy MergerCo, Inc. (incorporated
by reference to Annex A to the Joint Proxy
Statement/Prospectus contained in the Registration Statement
of the Company on Form S-4 (Registration No. 333-69502) (the
"Registration Statement").
4.1* Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Annex B to the Joint
Proxy Statement/Prospectus contained the Registration
Statement).
4.2* Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Company (incorporated by reference
to Exhibit 3.1.1 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 2001).
4.3* Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.1.1 to the Annual Report on Form 10-K
of the Company for the year ended December 31, 2001).
4.4* Statement of Resolution Establishing a Series of Shares
designated Series A Preferred Stock of CenterPoint Energy,
Inc. (incorporated by reference to Exhibit 3.3 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.5* Form of CenterPoint Energy, Inc. Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.6* Rights Agreement dated as of January 1, 2002 between the
Company and JPMorgan Chase Bank as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.7* Indenture, dated as of March 1, 1987 between Arkla, Inc. and
The Chase Manhattan Bank (National Association), as Trustee
(incorporated by reference to Exhibit 4.20 to the
Registration Statement on Form S-3 of NorAm Energy Corp.
(Registration No. 33-14586)).
4.8* Supplemental Indenture to Exhibit 4.7, dated as of August 6,
1997, among Houston Lighting & Power Company, HI Merger,
Inc., NorAm Energy Corp. (formerly Arkla, Inc.) and The
Chase Manhattan Bank (National Association), as Trustee
(incorporated by reference to Exhibit 4(b)(2) to the Annual
Report on Form 10-K of NorAm Energy Corp. for the year ended
December 31, 1997 (File No. 1-3187)).
4.9* Second Supplemental Indenture to Exhibit 4.7, dated as of
August 31, 2002, among the Company, Reliant Energy,
Incorporated, Reliant Energy Resources Corp. and JPMorgan
Chase Bank (as successor to The Chase Manhattan Bank
(National Association)), as Trustee (incorporated by
reference to Exhibit 4(i) to the Current Report on Form 8-K
of the Company filed on September 3, 2002).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1** Powers of Attorney.
---------------
* Incorporated herein by reference as indicated.
** Previously filed.