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): DECEMBER 14, 2006 ---------- CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31447 74-0694415 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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): [ ] 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. CenterPoint Energy, Inc. ("CenterPoint Energy") today announced that holders of its 2.875% Convertible Senior Notes due 2024 have the option to require CenterPoint Energy to purchase their notes as of January 15, 2007. CenterPoint Energy plans to file a Tender Offer Statement on Schedule TO related to the option with the Securities and Exchange Commission later today. CenterPoint Energy also announced today its planned redemption of $100 million aggregate liquidation amount of 8.257 percent Capital Securities, Series B of its indirect wholly owned subsidiary, HL&P Capital Trust II, on February 4, 2007. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The following exhibits are furnished pursuant to Item 8.01: Exhibit Number Description - -------------- ----------- 99.1 Press Release dated December 14, 2006 "CenterPoint Energy, Inc. Announces Purchase Option of 2.875 Percent Convertible Senior Notes due 2024." 99.2 Press Release dated December 14, 2006 "CenterPoint Energy Announces Redemption of HL&P Capital Trust II 8.257 Percent Capital Securities, Series B."
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: December 14, 2006 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 December 14, 2006 "CenterPoint Energy, Inc. Announces Purchase Option of 2.875 Percent Convertible Senior Notes due 2024." 99.2 Press Release dated December 14, 2006 "CenterPoint Energy Announces Redemption of HL&P Capital Trust II 8.257 Percent Capital Securities, Series B."
EXHIBIT 99.1 [CENTERPOINT ENERGY, INC. LOGO] For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 1 of 2 - -------------------------------------------------------------------------------- CENTERPOINT ENERGY, INC. ANNOUNCES PURCHASE OPTION OF 2.875 PERCENT CONVERTIBLE SENIOR NOTES DUE 2024 HOUSTON - DECEMBER 14, 2006 - CenterPoint Energy, Inc. (NYSE: CNP) today announced that holders of its 2.875 percent Convertible Senior Notes due 2024 have the option to require CenterPoint Energy to purchase their notes as of January 15, 2007 (the "Purchase Date"). Each holder of the notes has the right to require CenterPoint Energy to purchase on January 16, 2007 (the first business day after the Purchase Date) all or any part of such holder's notes at a purchase price of $1,000 in cash plus accrued and unpaid interest to the Purchase Date. The amount of interest that will be payable with respect to the notes on the Purchase Date is $14.375 per $1,000 principal amount. If all outstanding notes are surrendered for purchase, the aggregate cash purchase price will be approximately $258.7 million. Holders may exercise their option to require CenterPoint Energy to purchase their notes by delivering a purchase notice to The Bank of New York, the paying agent, before the expiration of the option at 5:00 p.m., New York City time, on Friday, January 12, 2007. The notes are convertible into cash or, at CenterPoint Energy's option, a combination of cash and shares of CenterPoint Energy's common stock. The current conversion rate of the notes is 79.8969 shares of CenterPoint Energy's common stock per $1,000 principal amount of the notes, so long as specified conditions are met and subject to adjustments under certain circumstances. CenterPoint Energy plans to file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission later today. CenterPoint Energy will make available to note holders, through the Depository Trust Company, documents specifying the terms, conditions and procedures for surrendering and withdrawing notes for purchase. Note holders are encouraged to read these documents carefully before deciding whether to exercise their option to require CenterPoint Energy to purchase their notes as these documents contain important information regarding the details of CenterPoint Energy's obligation to purchase the notes. Holders of the notes and other interested parties may obtain a free copy of these statements and other relevant documents at the SEC's website, www.sec.gov, at CenterPoint Energy's website, www.CenterPointEnergy.com, or from CenterPoint Energy, Inc. at 1111 Louisiana, Houston, Texas 77002, Attn: Investor Relations. --more--
[CENTERPOINT ENERGY, INC. LOGO] For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 2 of 2 - -------------------------------------------------------------------------------- Statements contained in this press release involving the timing of the filing of the Tender Offer Statement, as well as any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to the timing and outcome of appeals from CenterPoint Energy's true-up proceedings, the timing and impact of future regulatory, legislative and Internal Revenue Service decisions, effects of competition, weather variations, changes in CenterPoint Energy's or its subsidiaries' business plans, financial market conditions, the timing and extent of changes in commodity prices, particularly natural gas, the impact of unplanned facility outages, and other factors discussed in CenterPoint Energy's and its subsidiaries' Form 10-Ks for the period ended December 31, 2005, Form 10-Qs for the periods ended March 31, 2006, June 30, 2006, and September 30, 2006, and other filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution, competitive natural gas sales and services, and pipeline and field services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. Assets total approximately $17 billion. With about 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. ###
EXHIBIT 99.2 [CENTERPOINT ENERGY, INC. LOGO] For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 1 of 1 - -------------------------------------------------------------------------------- CENTERPOINT ENERGY ANNOUNCES REDEMPTION OF HL&P CAPITAL TRUST II 8.257 PERCENT CAPITAL SECURITIES, SERIES B HOUSTON - DECEMBER 14, 2006 - CenterPoint Energy, Inc. (NYSE:CNP) announced today the planned redemption of $100 million aggregate liquidation amount of 8.257 percent Capital Securities, Series B of its indirect wholly owned subsidiary, HL&P Capital Trust II, on February 4, 2007. The redemption price will be 104.1285 percent of the liquidation amount of $1,000 per trust capital security plus accrued and unpaid distributions thereon to the date of redemption. CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution, competitive natural gas sales and services, and pipeline and field services operations. The company serves more than five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma, and Texas. Assets total approximately $17 billion. With about 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. ###