AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 2004
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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)
TEXAS 1111 LOUISIANA 74-0694415
(State or other jurisdiction of HOUSTON, TEXAS 77002 (I.R.S. Employer
incorporation or organization) (713) 207-1111 Identification No.)
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
--------------------------
RUFUS S. SCOTT
VICE PRESIDENT, DEPUTY GENERAL COUNSEL AND ASSISTANT CORPORATE SECRETARY
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-1111
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SHARES TO BE REGISTERED PER UNIT OFFERING PRICE FEE
Common Stock, par value $0.01 per share (1)... 62,017 $16.40(2) $1,017,079(2)
137,983 $10.96(2) $1,512,294(2)
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200,000 shares $320(2)
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(1) Includes the associated rights to purchase preferred stock, which
initially are attached to and trade with the shares of common stock
being registered hereby.
(2) Estimated solely to compute the amount of the registration fee in
accordance with Rule 457(o) under the Securities Act. The proposed
maximum offering price registration fee with respect to 62,017 shares
underlying outstanding options is based on their weighted average
exercise price of $16.40 per share. The proposed maximum offering price
and registration fee with respect to the remaining shares is calculated
pursuant to Rule 457(c) based on the average of the high and low prices
on the NYSE compositor tape of $10.96 on April 14, 2004.
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 OF 1933, 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 APRIL 16, 2004
PROSPECTUS
[CENTERPOINT ENERGY LOGO]
200,000 Shares of Common Stock
By this prospectus, we may offer up to 200,000 shares of our common stock
deliverable upon exercise of options originally issued to our employees and
employees of our subsidiaries that have been transferred in accordance with the
terms and conditions of our Long-Term Incentive Plan and our 1994 Long-Term
Incentive Compensation Plan. The transferred options to which this prospectus
relates include only those transferred to persons who may not exercise the
options in a transaction covered by our prospectuses relating to exercises by
employees.
Our common stock is listed on the New York Stock Exchange under the symbol
"CNP." The last reported sales price of our common stock on the New York Stock
Exchange on April 15, 2004 was $10.97 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2004.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING
AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU
SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THAT DOCUMENT. ANY INFORMATION WE HAVE INCORPORATED BY REFERENCE IS
ACCURATE ONLY AS OF THE DATE OF THE DOCUMENT INCORPORATED BY REFERENCE.
TABLE OF CONTENTS
Page
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WHERE YOU CAN FIND MORE INFORMATION........................................ 2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION................. 3
OUR COMPANY................................................................ 5
RISK FACTORS............................................................... 6
USE OF PROCEEDS............................................................ 6
PLAN OF DISTRIBUTION....................................................... 6
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS.................. 10
DESCRIPTION OF OUR CAPITAL STOCK.......................................... 11
VALIDITY OF SECURITIES.................................................... 18
EXPERTS................................................................... 18
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. 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.
This prospectus is part of a registration statement we have filed with the
SEC. As permitted by SEC rules, this prospectus does not contain all of the
information we have included in the registration statement and the accompanying
exhibits and schedules we file with the SEC. You may refer to the registration
statement, the exhibits and the schedules for more information about us and our
securities. The registration statement, exhibits and schedules are available at
the SEC's public reference room or through its Web site.
We have obtained a no-action letter from the SEC which provides that we
will be treated as the successor of Reliant Energy, Incorporated for financial
reporting purposes under the Securities Exchange Act of 1934. We are
"incorporating by reference" into this prospectus information we file with the
SEC. This means we are disclosing important information to you by referring you
to the documents containing the information. The information we incorporate by
reference is considered to be part of this prospectus. Information that we file
later with the SEC that is deemed incorporated by reference into this prospectus
(but not information deemed to be furnished to and not filed with the SEC) will
automatically update and supersede information previously included.
We are incorporating by reference into this prospectus the documents
listed below and any subsequent filings we make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (excluding
information deemed to be furnished to and not filed with the SEC) until all
the securities are sold:
- our Annual Report on Form 10-K for the year ended December 31,
2003 (our "2003 Form 10-K"),
- our Current Report on Form 8-K filed January 29, 2004,
- Item 5 of our Current Report on Form 8-K filed February 12, 2004,
- our Current Report on Form 8-K filed March 10, 2004,
- our Current Report on Form 8-K filed April 1, 2004 which reports
that our subsidiary, CenterPoint Energy Resources Corp., entered
into a new credit agreement,
- Item 5 of our Current Report on Form 8-K filed April 1, 2004
which reports the filing of our final true-up application, and
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- the description of our common stock (including the related
preferred share purchase rights) contained in our Current
Report on Form 8-K filed September 6, 2002, as we may update
that description from time to time.
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.
Attn: Investor Services
P.O. Box 4567
Houston, Texas 77210-4567
(713) 207-1111
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
From time to time we make statements concerning our expectations, beliefs,
plans, objectives, goals, strategies, future events or performance and
underlying assumptions and other statements that are not historical facts. These
statements are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those expressed or implied by these statements. In some cases, you can
identify our forward-looking statements by the words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may,"
"objective," "plan," "potential," "predict," "projection," "should," "will" or
other similar words.
We have based our forward-looking statements on our management's beliefs
and assumptions based on information available to our management at the time the
statements are made. We caution you that assumptions, beliefs, expectations,
intentions and projections about future events may and often do vary materially
from actual results. Therefore, we cannot assure you that actual results will
not differ materially from those expressed or implied by our forward-looking
statements.
The following are some of the factors that could cause actual results to
differ materially from those expressed or implied in forward-looking statements:
- the timing and outcome of the regulatory process leading to the
determination and recovery of the true-up components and the
securitization of these amounts,
- the timing and results of the monetization of our interest in
Texas Genco Holdings, Inc.,
- state and federal legislative and regulatory actions or
developments, including deregulation, re-regulation and
restructuring of the electric utility industry, constraints
placed on our activities or business by the Public Utility
Holding Company Act of 1935, as amended ("1935 Act"), changes in
or application of laws or regulations applicable to other aspects
of our business and actions with respect to:
- allowed rates of return,
- rate structures,
- recovery of investments, and
- operation and construction of facilities,
3
- termination after 2003 of accruals for the true-up of the
difference between market prices for generation projected by the
Public Utility Commission of Texas and the actual market prices
for generation as determined in the state-mandated capacity
auctions,
- industrial, commercial and residential growth in our service
territory and changes in market demand and demographic patterns,
- the timing and extent of changes in commodity prices,
particularly natural gas,
- changes in interest rates or rates of inflation,
- weather variations and other natural phenomena,
- the timing and extent of changes in the supply of natural gas,
- commercial bank and financial market conditions, our access to
capital, the cost of such capital, receipt of certain approvals
under the 1935 Act, and the results of our financing and
refinancing efforts, including availability of funds in the debt
capital markets,
- actions by rating agencies,
- inability of various counterparts to meet their obligations to
us,
- non-payment for our services due to financial distress of our
customers, including Reliant Resources, Inc. ("Reliant
Resources"),
- the outcome of the pending lawsuits against us, Reliant Energy,
Incorporated and Reliant Resources,
- the ability of Reliant Resources to satisfy its obligations to
us, including indemnity obligations and obligations to pay the
"price to beat" clawback, and
- other factors we discuss in "Risk Factors" beginning on page 26
of our 2003 10-K.
Other risk factors are described in other documents we file with the SEC
and incorporated by reference in this prospectus.
You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement.
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OUR COMPANY
Unless the context requires otherwise, the terms "CenterPoint Energy,"
"our company," "we," "our," "ours" and "us" refer to CenterPoint Energy, Inc.;
the term "CenterPoint Houston" refers to CenterPoint Energy Houston Electric,
LLC, our electric utility subsidiary; and the term "CERC" refers to CenterPoint
Energy Resources Corp., our gas distribution and pipelines and gathering
subsidiary.
We are a public utility holding company. Our indirect wholly owned
subsidiaries include (i) CenterPoint Houston, which engages in electric
transmission and distribution in a 5,000-square mile area of the Texas Gulf
Coast that includes Houston, and (ii) CERC, which owns gas distribution systems
serving approximately 3 million customers in Arkansas, Louisiana, Minnesota,
Mississippi, Oklahoma and Texas. Through wholly owned subsidiaries, CERC also
owns two interstate natural gas pipelines and gas gathering systems and provides
various ancillary services. We also have an approximately 81% ownership interest
in Texas Genco Holdings, Inc. ("Texas Genco"), which owns and operates electric
generating plants in Texas. We distributed approximately 19% of the outstanding
common stock of Texas Genco to our shareholders on January 6, 2003.
We are a registered public utility holding company under the Public
Utility Holding Company Act of 1935 ("1935 Act"). The 1935 Act and related rules
and regulations impose a number of restrictions on our regulated activities and
those of our subsidiaries other than Texas Genco. The 1935 Act, among other
things, limits our ability and the ability of our subsidiaries to issue debt and
equity securities without prior authorization, restricts the source of dividend
payments to current and retained earnings without prior authorization, regulates
sales and acquisitions of certain assets and businesses and governs affiliate
transactions.
Our executive offices are located at 1111 Louisiana, Houston, Texas 77002
(telephone number 713-207-1111).
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RISK FACTORS
The information contained elsewhere in this prospectus and the risk
factors described in "Item 1. Business - Risk Factors" in our 2003 Form 10-K,
which discussion is incorporated in this section by reference, and any risk
factors included in other documents incorporated by reference herein should be
considered carefully by each prospective investor before making an investment
decision.
USE OF PROCEEDS
The proceeds we will receive upon exercise of the transferable options
will depend on their exercise prices. We will pay expenses of the offering. The
net proceeds we receive will be used for general corporate purposes.
PLAN OF DISTRIBUTION
We are offering the shares covered by this prospectus to holders of
transferable options that have been transferred by the original employee
participants in our Long-Term Incentive Plan and our 1994 Long-Term Incentive
Compensation Plan. This prospectus applies to exercises by transferees whose
exercises cannot, under applicable federal securities regulations, be covered by
the same prospectus used for exercises by employees. Transferees who can
exercise options under the same prospectus used for exercises by employees are
generally limited to family members who have acquired the options from the
employee through a gift or domestic relations order. For purposes of this
limitation, "family member" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, any person sharing the employee
transferor's household (other than a tenant or employee), a trust in which these
persons have more than 50% of the beneficial interest, a foundation in which
these persons (or the employee) control the management of assets, and any other
entity in which these persons (or the employee) own more than 50% of the voting
interests, in each case who do not acquire the options for value.
The descriptions below of some of the provisions of the plans relating to
the transferable options are only summaries. They are not complete and are
qualified in their entirety by the actual terms of the applicable plans and the
award agreements or other documentation containing the terms and conditions of
particular awards. In this prospectus, we refer to our Long-Term Incentive Plan
and our 1994 Long-Term Incentive Compensation Plan, as amended from time to
time, as "the plans." We will provide copies of the plans and applicable
agreements or other documents to any option transferee upon written request.
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GENERAL
The plans have been adopted by our board of directors and approved by
our shareholders. The primary objectives of the plans are to attract and retain
the services of employees and independent contractors and provide incentives to
qualifying individuals who can contribute materially to our success and
profitability. The plans permit the granting of nonqualified stock options and
incentive stock options. The plans are not subject to any provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), and are not qualified
under Section 401(a) of the Internal Revenue Code of 1986 (the "Code").
In general, options granted under the plans may not be assigned or
otherwise transferred except by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or
ERISA, or the rules thereunder. At the discretion of the compensation committee
of our board of directors (the "Committee"), transfers to or for the benefit of
family members of the participants may also be allowed.
In November 2003, the board of directors amended the plans to permit,
effective December 1, 2003, transfers of options to a broader class of
transferees in limited circumstances. The amendments allow an optionee, on or
after the date his or her employment with us is terminated, to transfer his or
her vested options under the plans without regard to the generally applicable
limitations described above if specified conditions are met. The conditions are:
- that the former employee has assumed an office or position
with a federal, state or local government or agency or
instrumentality, and
- that the Committee has determined in its sole discretion that
by reason of the former employee's holding that office or
position, retaining the option, exercising it or holding or
voting the common stock issued on its exercise is or is likely
to:
- be prohibited or restricted by law, regulation or
order, or
- give rise to or result in an actual or potential
conflict of interest, disqualification or similar
impediment in or to the exercise of the duties or
responsibilities of the governmental office or
position.
ADMINISTRATION
In general, the plans are administered by the Committee. The members of
the Committee are selected and may be changed at any time by the board of
directors. The Committee selects the participants and determines the type or
types of awards and the number of shares to be optioned or granted to each
participant under the plan. The Committee has the power to amend or modify the
terms of an award in any manner that is either:
- not adverse to the award recipient,
- consented to by the award recipient, or
- necessary to maintain consistency with the terms of the
applicable plan.
The Committee has full and final authority to interpret the respective plans and
may, from time to time, adopt rules and regulations in order to carry out the
terms of the plans.
The Committee may delegate to the chief executive officer and other
senior officers its duties under the plans, and it may also engage or authorize
the engagement of third-party administrators to carry out administrative
functions under the plans. The plans provide that members of the Committee and
other officers who assume duties under the plans will not be liable for their
actions in connection with administration of the plan except for willful
misconduct and statutory violations.
For more information about the plans and their administrators, option
transferees may contact Preston Johnson, Jr., Senior Vice President - Human
Resources and Shared Services, at (713) 207-7205.
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TERMS OF AWARD OF OPTIONS
Each transferable option is subject to the terms and conditions of the
applicable plan, the applicable award agreement or other documentation and such
other terms and conditions as the Committee may determine consistent with the
terms of the applicable plan.
Stock options are rights to purchase a specified number of shares of
our common stock at a specified price. The number of shares, the exercise price,
and all other terms and conditions of a stock option are determined by the
Committee on or before the date of grant. A stock option granted under a plan
may consist of either an incentive stock option that complies with the
requirements of Section 422 of the Code or a non-qualified stock option that
does not comply with such requirements. In general, stock options must have an
exercise price per share that is not less than the fair market value of our
common stock on the date of grant. However, under our Long-Term Incentive Plan,
the Committee may grant non-qualified stock options covering up to 1,000,000
shares of common stock with an exercise price per share that is less than the
fair market value on the date of grant.
The exercise price of a stock option must be paid in full at the time
the stock option is exercised. If permitted by the Committee and elected by the
participant, the exercise price may be paid by means of tendering shares of our
common stock or surrendering another award granted under the plan. Tendered
shares of common stock would be valued at the fair market value of our common
stock on the date of exercise. The Committee will determine acceptable methods
for tendering common stock or other awards to exercise a stock option. The
Committee may also adopt additional rules and procedures regarding the exercise
of stock options from time to time, provided that such rules and procedures are
not inconsistent with the applicable plan. In the alternative, the Committee may
provide for settlement of a stock option by cash payment to the option holder
equal to the difference between the fair market value per share of common stock
on the date of exercise and the exercise price, multiplied by the number of
shares with respect to which the stock option is exercised.
Terms and conditions of an option may include performance targets
(including targets based on stock price, earnings per share or other financial
performance measures) which must be reached before the option becomes
exercisable. In addition, the applicable award agreement or other documentation
may contain provisions restricting or terminating the right to exercise the
option following termination of employment of the participant or other
forfeiture provisions.
This prospectus also relates to the offer and sale of common stock
pursuant to transferred options to the beneficiaries of option transferees, or
the executors, administrators or beneficiaries of their estates, or other
persons duly authorized by law to administer the estate or assets of such option
transferees.
UPON TRANSFER TO AN OPTION TRANSFEREE, AN OPTION CONTINUES TO BE GOVERNED
BY AND SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE PLAN AND THE
RELEVANT AWARD AGREEMENT OR OTHER DOCUMENTATION, AND THE OPTION TRANSFEREE IS
ENTITLED TO THE SAME RIGHTS, AND IS SUBJECT TO THE SAME LIMITATIONS, AS THE
PARTICIPANT WHO INITIALLY ACQUIRED THE OPTIONS, SUBJECT, HOWEVER TO ANY
ADDITIONAL OR DIFFERENT CONDITIONS THE COMMITTEE MAY IMPOSE IN CONNECTION WITH
THE TRANSFER.
These terms and conditions include, without limitation, provisions in
the applicable plan and the related award agreement or other documentation
concerning the right to consent to adverse amendments to the option as well as
provisions relating to the expiration, exercisability, exercise price and
forfeiture of the option. For information regarding the terms of a particular
option and the related plan and award agreement or other documentation, option
transferees may contact Preston Johnson, Jr., Senior Vice President - Human
Resources and Shared Services, at (713) 207-7205.
No participant or option transferee has any right to receive dividends
or any other rights as a shareholder with respect to our shares issuable
pursuant to any option until such option is exercised by such participant or
option transferee, as the case may be.
EXERCISE; PAYMENT; WITHHOLDING TAXES
The exercise price of each share as to which an option is exercised by
an option transferee must be paid by the option transferee in full at the time
of such exercise. Such payment must be made, in the sole discretion of the
Committee (i) in cash (e.g. by certified or official bank check), (ii) by tender
of shares of common stock already owned by the option
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transferee valued at a fair market value (determined in accordance with the
applicable plan and award documents) equal to the exercise price as of the date
of exercise, (iii) by any other payment methods then available to participants
and option transferees under the terms of the applicable plan and award
agreement or other documents and applicable law and regulation or (iv) by any
combination of the foregoing.
The foregoing payment methods may be authorized and implemented in
accordance with guidelines established by the Committee. These authorizations
and guidelines may be changed by the Committee at any time. No payment or
delivery of shares of common stock may be made unless we are satisfied that
payment or delivery will comply with applicable laws and regulations.
Certificates evidencing shares of common stock delivered under the plan may be
subject to stop transfer orders and other restrictions that the Committee deems
advisable. The Committee may cause a legend or legends to be placed upon the
certificates (if any) to make appropriate reference to these restrictions.
Upon exercise by an option transferee of an option, other than an
option transferee pursuant to a domestic relations order in the context of a
divorce, any federal, state or local withholding taxes arising from the exercise
are the obligation of the participant. The shares of common stock issuable to
the option transferee upon such exercise will not be delivered (and,
accordingly, the option transferee may not sell any such shares) until the
participant's withholding obligations with respect to such exercise, where
applicable, have been satisfied. ACCORDINGLY, THE TIMING OF RECEIPT OF SHARES
UPON EXERCISE OF AN OPTION BY AN OPTION TRANSFEREE IS NOT ENTIRELY WITHIN HIS OR
HER CONTROL.
In the case of stock options transferred pursuant to a domestic
relations order in the context of a divorce, the participant would not be liable
for income taxes on the transfer or exercise. The option transferee would be
responsible for the income taxes on exercise.
ADJUSTMENTS
In the event of any subdivision or consolidation of outstanding shares
of common stock, declaration of a dividend payable in shares of common stock or
other stock split, then (i) the number of shares of common stock reserved under
the plans, (ii) the number of shares of common stock covered by options, (iii)
the grant price of options, (iv) the appropriate fair market value for options
and (v) specified other terms will be proportionately adjusted by our board of
directors as appropriate to reflect the transaction. In the event of any other
recapitalization, merger, consolidation, adoption of a plan of exchange
affecting the common stock or any distribution to holders of common stock of
securities or property (other than normal dividends), our board of directors
will make appropriate adjustments as described in clauses (ii), (iii), (iv) and
(v) above to reflect such transaction; but only to the extent necessary to
maintain the proportionate interest of the option holders and preserve, without
increasing, the value of the options. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, our board of directors is authorized (x) to substitute new options
for previously issued options or to assume previously issued options as part of
such adjustment or (y) to cancel options and give the holders of such options
notice and opportunity to exercise for 30 days prior to the cancellation.
AMENDMENT, MODIFICATION AND TERMINATION
Our board of directors may amend, modify, suspend or terminate the
plans for the purpose of addressing changes in legal requirements or for any
other purpose permitted by law, except that (i) no amendment that would impair
the rights of a participant with respect to any outstanding options may be made
without the consent of the participant and (ii) no amendment legally requiring
shareholder approval will be effective until such approval has been obtained.
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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
GENERAL
The following discussion summarizes some U.S. federal income tax
consequences to participants and option transferees with respect to options
transferred under the plans. This summary is based on statutory provisions,
Treasury regulations, judicial decisions and rulings of the Internal Revenue
Service in effect on the date hereof. This section is not intended to be a
complete statement of the federal income tax aspects of the plans and does not
describe the possible effects of state and other income taxes or of gift, estate
and inheritance taxes. PARTICIPANTS AND OPTION TRANSFEREES ARE ADVISED TO
CONSULT A QUALIFIED TAX ADVISER BEFORE TAKING ANY ACTION PERMITTED WITH RESPECT
TO NONQUALIFIED OPTIONS TRANSFERRED TO THEM.
TRANSFERRED OPTIONS
Neither the participant nor the option transferee will realize taxable
income at the time a participant transfers a nonqualified option without
consideration to an option transferee. However, there may be gift tax
consequences, as to which participants and option transferees are advised to
consult a qualified tax adviser. Upon the subsequent exercise of the
nonqualified option by the option transferee, other than a stock option
transferred pursuant to a domestic relations order in the context of a divorce,
the participant (not the option transferee) will realize ordinary income in an
amount measured by the difference between the fair market value of the shares on
the date of exercise and the exercise price, and we will generally be entitled
to a corresponding deduction. Upon a subsequent disposition of the shares by the
option transferee, the option transferee will generally realize short-term or
long-term capital gain or loss, depending on the length of time the shares have
been held, with the basis for computing such gain or loss equal to the fair
market value of the stock at the time of exercise.
If an option transferee delivers previously-acquired shares, however
acquired, in payment of all or any part of the exercise price of a nonqualified
option, the option transferee will not, as a result of such delivery, be
required to recognize as taxable income or loss any appreciation or depreciation
in the value of the previously-acquired shares after their acquisition date. The
option transferee's tax basis in, and holding period for, the
previously-acquired shares surrendered carries over to an equal number of the
shares received on a share-for-share basis. The tax basis of the remaining
shares is equal to their fair market value on the date of exercise, and the
holding period of such shares commences on such date.
WITHHOLDING TAXES
As noted above (see "Plan of Distribution -- Exercise; Payment;
Withholding Taxes" above), withholding taxes, if any, arising from the exercise
of a nonqualified option by an option transferee continue to be the obligation
of the applicable participant, and shares issuable upon such exercise will not
be delivered to the option transferee until such obligations have been satisfied
by the participant.
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DESCRIPTION OF OUR CAPITAL 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 we have previously filed with the SEC, and by the provisions of
applicable law. Our authorized capital stock consists of:
- 1,000,000,000 shares of common stock, par value $0.01 per
share, of which 307,072,860 shares are outstanding as of March
31, 2004, and
- 20,000,000 shares of preferred stock, par value $0.01 per
share, of which no shares are outstanding as of March 31,
2004.
A series of our preferred stock, designated Series A Preferred Stock,
has been reserved for issuance upon exercise of the preferred stock purchase
rights attached to each share of our common stock pursuant to the shareholder's
rights plan discussed below.
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 we are 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, which may include the right to participate further with the holders of
our common stock in the distribution of any of our remaining assets.
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 serves
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 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,
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- 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 us. For example, if, in the
exercise of its fiduciary obligations, our board of directors were to determine
that a takeover proposal was not in our best interest, the board of directors
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 the board of directors to be in our best
interest could be facilitated by issuing a series of preferred stock having
sufficient voting rights to provide a required percentage vote of the
shareholders.
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 " -- Anti-Takeover Effects of
Texas Laws and Our Charter and Bylaw Provisions" and " -- Shareholder Rights
Plan."
ANTI-TAKEOVER EFFECTS OF TEXAS LAWS AND OUR CHARTER AND BYLAW PROVISIONS
Some provisions of Texas law and our articles of incorporation and
bylaws could make the following more difficult:
- acquisition of us by means of a tender offer,
- acquisition of control of us 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
us to first negotiate with our board of directors. We believe that the benefits
of this increased protection gives us the potential ability to negotiate with
the proponent of an unfriendly or unsolicited proposal to acquire or restructure
us, 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.
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 2006, 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,
subject to the voting rights expressly conferred under prescribed conditions to
the
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holders of our preferred stock, 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. Subject to the voting rights expressly conferred under
prescribed conditions to the holders of our preferred stock, 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, the president,
the secretary, a majority of our board of directors or the holders of at least
50% of the shares outstanding and entitled to vote.
MODIFICATION OF ARTICLES OF INCORPORATION. In general, amendments to
our 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 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.
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
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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 us 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 our officers and directors in certain circumstances.
TEXAS ANTI-TAKEOVER 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 in the absence of certain
board of director or shareholder approvals. 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 of
directors. 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 us and
JPMorgan Chase Bank (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 we have previously filed
with the SEC.
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:
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- ten days following a public announcement that a person or
group of affiliated or associated persons, whom 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 also 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, including the notes offered by this prospectus. 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 other 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 us 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 (in
lieu of the shares of Series A Preferred Stock otherwise purchasable) 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 any 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.
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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.
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 one one-thousandth share of our Series A
Preferred Stock, which fraction will be essentially the economic equivalent of
one share of common stock.
ANTI-DILUTION. 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 it 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 preferred or 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.
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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 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.
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VALIDITY OF SECURITIES
The validity of the common stock issuable upon exercise of the
transferable options will be passed upon for us by Baker Botts L.L.P., Houston,
Texas.
EXPERTS
The consolidated financial statements of CenterPoint Energy and its
subsidiaries as of December 31, 2002 and 2003, and for each of the three years
in the period ended December 31, 2003, incorporated by reference in this
prospectus have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports (which reports express an unqualified opinion and
include explanatory paragraphs referring to the distribution of Reliant
Resources, Inc., the change in method of accounting for goodwill and certain
intangible assets and the recording of asset retirement obligations), and has
been so incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
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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
CenterPoint Energy, Inc., a Texas corporation ("CenterPoint"), in connection
with the offering described in this Registration Statement.
SEC registration fee........................... $ 320
Accounting fees and expenses................... 10,000
Legal fees and expenses........................ 10,000
Miscellaneous.................................. 4,680
Total............................. 25,000
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 CenterPoint's Amended and Restated Bylaws provide
CenterPoint 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, CenterPoint has purchased insurance against
certain costs of indemnification that may be incurred by it and by its officers
and directors.
Additionally, Article IX of CenterPoint's Amended and Restated Articles of
Incorporation provides that a director of CenterPoint is not liable to
CenterPoint or its shareholders 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 CenterPoint or its shareholders, (ii) any act or omission not in
good faith that constitutes a breach of duty of such director to CenterPoint 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 CenterPoint 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.
The following documents are filed as part of this Registration Statement
or incorporated by reference herein:
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT NUMBER REFERENCE
------- -------------------- --------- ------ ---------
3.1 Amended and Restated Articles of Registration Statement on Form 333-69502 3.1
Incorporation of CenterPoint Energy, S-4 of CenterPoint Energy, Inc.
Inc.
II-1
3.1.1 Articles of Amendment to the Amended Form 10-K of CenterPoint 1-31447 3.1.1
and Restated Articles of Energy, Inc. for the year ended
Incorporation of CenterPoint Energy, December 31, 2001
Inc.
3.2 Amended and Restated Bylaws of Form 10-K of CenterPoint 1-31447 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year ended
December 31, 2001
3.3 Statement of Resolution Establishing Form 10-K of CenterPoint 1-31447 3.3
Series of Shares Designated Series A Energy, Inc. for the year ended
Preferred Stock and Form of Rights December 31, 2001
Certificate
4.1 Rights Agreement dated as of January Form 10-K of CenterPoint 1-31447 4.2
1, 2002 between CenterPoint Energy, Energy, Inc. for the year ended
Inc. and JPMorgan Chase Bank, as December 31, 2001
Rights Agent
4.2 Form of CenterPoint Energy, Inc. Registration Statement on Form 333-69502 4.1
Stock Certificate S-4 of CenterPoint Energy, Inc.
4.3.1 Long-Term Incentive Plan of Registration Statement on Form 333-60260 4.6
Reliant Energy, Incorporated S-8 of Reliant Energy,
effective as of January 1, 2001 Incorporated
4.3.2 First Amendment to Long-Term Registration Statement on Form 333-60260 4.7
Incentive Plan of Reliant Energy, S-8 of Reliant Energy,
Incorporated effective as of Incorporated
January 1, 2001
4.3.3 Second Amendment to Long-Term Form 10-K of CenterPoint 1-31447 10(aa)(3)
Incentive Plan of Reliant Energy, Energy, Inc. for the year ended
Incorporated effective December 1, December 31, 2003
2003
4.4.1 Reliant Energy, Incorporated 1994 Form 10-Q of Reliant Energy, 1-3187 10.6
Long-Term Incentive Compensation Incorporated for the quarter
Plan, as amended and restated ended June 30, 2002
effective January 1, 2001
4.4.2 First Amendment to Reliant Energy, Form 10-K of CenterPoint 1-31447 10(p)(7)
Incorporated 1994 Long-Term Incentive Energy, Inc. for the year ended
Compensation Plan effective December 31, 2003
December 1, 2003
5.1 Opinion of Baker Botts L.L.P. as to
the legality of the securities
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 (included on the
signature page of this registration
statement)
--------------------
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:
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(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) of the Securities Act of 1933 if, in the aggregate, the
changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement;
and
(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) do not
apply if the registration statement is on Form S-3 or Form S-8 and
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on April 15, 2004.
CENTERPOINT ENERGY, INC.
By: /s/ David M. McClanahan
--------------------------------------
David M. McClanahan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David M. McClanahan, Scott E. Rozzell and
Rufus S. Scott, and each of them severally, his or her true and lawful attorney
or attorneys-in-fact and agents, with full power to act with or without the
others and with full power of substitution and resubstitution, to execute in his
name, place and stead, in any and all capacities, any or all amendments
(including pre-effective and post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform in the name and on behalf of the undersigned, in
any and all capacities, each and every act and thing necessary or desirable to
be done in and about the premises, to all intents and purposes and as fully as
they might or could do in person, hereby ratifying, approving and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David M. McClanahan President, April 15, 2004
-------------------------------------------- Chief Executive Officer and Director
David M. McClanahan (Principal Executive Officer)
/s/ Gary L. Whitlock Executive Vice President April 15, 2004
-------------------------------------------- and Chief Financial Officer
Gary L. Whitlock (Principal Financial Officer)
/s/ James S. Brian Senior Vice President and April 15, 2004
-------------------------------------------- Chief Accounting Officer
James S. Brian (Principal Accounting Officer)
/s/ Milton Carroll Director April 15, 2004
--------------------------------------------
Milton Carroll
II-4
/s/ Derrill Cody Director April 15, 2004
--------------------------------------------
Derrill Cody
/s/ John T. Cater Director April 15, 2004
--------------------------------------------
John T. Cater
/s/ O. Holcombe Crosswell Director April 15, 2004
--------------------------------------------
O. Holcombe Crosswell
/s/ Thomas F. Madison Director April 15, 2004
--------------------------------------------
Thomas F. Madison
/s/ Michael E. Shannon Director April 15, 2004
--------------------------------------------
Michael E. Shannon
II-5
INDEX TO EXHIBITS
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT NUMBER REFERENCE
------ -------------------- --------- ------ ---------
3.1 Amended and Restated Articles of Registration Statement on Form 333-69502 3.1
Incorporation of CenterPoint Energy, S-4 of CenterPoint Energy, Inc.
Inc.
3.1.1 Articles of Amendment to the Amended Form 10-K of CenterPoint 1-31447 3.1.1
and Restated Articles of Energy, Inc. for the year ended
Incorporation of CenterPoint Energy, December 31, 2001
Inc.
3.2 Amended and Restated Bylaws of Form 10-K of CenterPoint 1-31447 3.2
CenterPoint Energy, Inc. Energy, Inc. for the year ended
December 31, 2001
3.3 Statement of Resolution Establishing Form 10-K of CenterPoint 1-31447 3.3
Series of Shares Designated Series A Energy, Inc. for the year ended
Preferred Stock and Form of Rights December 31, 2001
Certificate
4.1 Rights Agreement dated as of January Form 10-K of CenterPoint 1-31447 4.2
1, 2002 between CenterPoint Energy, Energy, Inc. for the year ended
Inc. and JPMorgan Chase Bank, as December 31, 2001
Rights Agent
4.2 Form of CenterPoint Energy, Inc. Registration Statement on Form 333-69502 4.1
Stock Certificate S-4 of CenterPoint Energy, Inc.
4.3.1 Long-Term Incentive Plan of Registration Statement on Form 333-60260 4.6
Reliant Energy, Incorporated S-8 of Reliant Energy,
effective as of January 1, 2001 Incorporated
4.3.2 First Amendment to Long-Term Registration Statement on Form 333-60260 4.7
Incentive Plan of Reliant Energy, S-8 of Reliant Energy,
Incorporated effective as of Incorporated
January 1, 2001
4.3.3 Second Amendment to Long-Term Form 10-K of CenterPoint 1-31447 10(aa)(3)
Incentive Plan of Reliant Energy, Energy, Inc. for the year ended
Incorporated effective December 1, December 31, 2003
2003
4.4.1 Reliant Energy, Incorporated 1994 Form 10-Q of Reliant Energy, 1-3187 10.6
Long-Term Incentive Compensation Incorporated for the quarter
Plan, as amended and restated ended June 30, 2002
effective January 1, 2001
4.4.2 First Amendment to Reliant Energy, Form 10-K of CenterPoint 1-31447 10(p)(7)
Incorporated 1994 Long-Term Incentive Energy, Inc. for the year ended
Compensation Plan effective December 31, 2003
December 1, 2003
5.1 Opinion of Baker Botts L.L.P. as to
the legality of the securities
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 (included on the
signature page of this registration
statement)