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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): AUGUST 18, 2005 ------------------------------ CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31447 74-0694415 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 LOUISIANA HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 207-1111 ------------------------------ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 OTHER EVENTS. On August 18, 2005, CenterPoint Energy, Inc. issued a press release announcing the preliminary results of an exchange offer for its outstanding $575 million principal amount 3.75% Convertible Senior Notes due 2023. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. The exhibits listed below are filed herewith. (c) Exhibits. 99.1 Press Release dated August 18, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTERPOINT ENERGY, INC. Date: August 18, 2005 By: /s/ James S. Brian --------------------------- James S. Brian Senior Vice President and Chief Accounting Officer Exhibit Index Exhibit Number Description - ------- ----------- 99.1 Press Release dated August 18, 2005.
EXHIBIT 99.1 (CENTERPOINT ENERGY LOGO) For more information contact MEDIA: FLOYD LEBLANC Phone 713.207.7125 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 1 of 2 - -------------------------------------------------------------------------------- ENERGY ANNOUNCES PRELIMINARY RESULTS OF EXCHANGE OFFER FOR $575 MILLION, 3.75% CONVERTIBLE SENIOR NOTES DUE 2023 HOUSTON, TX - AUGUST 18, 2005 - CenterPoint Energy, Inc. (NYSE: CNP) today announced preliminary results of its offer to exchange $575 million principal amount of its 3.75 percent Convertible Senior Notes due 2023 (Old Notes) for an equal amount of its new 3.75 percent Convertible Senior Notes, Series B, due 2023 (New Notes) and an exchange fee of $1.50 for each $1,000 principal amount of Old Notes accepted for exchange. The exchange offer expired on August 17, 2005 at 5 p.m. Eastern time. Based on information provided by JPMorgan Chase Bank, the exchange agent for the exchange offer, at the expiration of the exchange offer, $520,905,000 aggregate principal amount of the Old Notes, representing 90.6 percent of the outstanding principal amount of the Old Notes, were tendered for exchange, excluding Old Notes tendered by guaranteed delivery. All of the Old Notes that were properly tendered and not withdrawn have been accepted for exchange. The final results of the exchange offer will be announced on the settlement date. The exchange is expected to be settled on August 22, 2005. Security holders are urged to read the exchange offer materials, including the prospectus dated July 19, 2005, the Registration Statement on Form S-4, as amended (No. 333-123182), the Schedule TO, as amended, and the other materials related to the exchange offer because they contain important information. Banc of America Securities LLC is acting as dealer manager and MacKenzie Partners, Inc. is the information agent for the exchange offer. Copies of the prospectus and the related exchange offer materials may be obtained free of charge at the Securities and Exchange Commission's website (www.sec.gov) or from MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016, (212) 929-5500 or (800) 322-2885. This press release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this news release regarding timing and other aspects of the exchange offer that are not historical facts are forward-looking statements. Factors that could affect the company's ability to complete the exchange offer include general market conditions, the satisfaction of the conditions to the exchange offer discussed in the prospectus and other factors discussed in CenterPoint Energy's Form 10-K for the period ended December 31, 2004, Form 10-Qs for the periods ended March 31 and June 30, 2005, and other filings with the Securities and Exchange Commission. (CENTERPOINT ENERGY LOGO) For more information contact MEDIA: FLOYD LEBLANC Phone 713.207.7125 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 2 of 2 - -------------------------------------------------------------------------------- CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and sales, and interstate pipeline and gathering operations. The company serves nearly five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. Assets total approximately $16 billion. With more than 9,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 130 years. For more information, visit the Web site at www.CenterPointEnergy.com. ###