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 21, 2006
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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
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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. today announced the planned redemption of its
2.875% Convertible Senior Notes due 2024 (the "Notes") on January 22, 2007.
CenterPoint Energy today also announced the extension of the period during
which holders may exercise their option to require CenterPoint Energy to
purchase their Notes until 12:00 Midnight, New York City time, on Friday,
January 12, 2007. The purchase option had been scheduled to expire at 5:00 p.m.,
New York City time, on January 12, 2007.
A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
The following exhibit is furnished pursuant to Item 8.01:
Exhibit Number Description
- -------------- -----------
99.1 Press Release dated December 21, 2006 "CenterPoint Energy, Inc.
Announces Redemption of 2.875 Percent Convertible Senior Notes
due 2024 and Extension of Purchase Option for 2.875 Percent
Convertible Senior Notes due 2024."
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 21, 2006 By: /s/ Rufus S. Scott
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Rufus S. Scott
Vice President, Deputy General
Counsel and Assistant Corporate
Secretary
Index to Exhibits
Exhibit Number Description
- -------------- -----------
99.1 Press Release dated December 21, 2006 "CenterPoint Energy, Inc.
Announces Redemption of 2.875 Percent Convertible Senior Notes
due 2024 and Extension of Purchase Option for 2.875 Percent
Convertible Senior Notes due 2024."
Exhibit 99.1
(CENTERPOINT ENERGY(R) LOGO) For more information contact
MEDIA:
LETICIA LOWE
Phone 713.207.7702
INVESTORS:
MARIANNE PAULSEN
Phone 713.207.6500
Page 1 of 2
FOR IMMEDIATE RELEASE
.................................................................................
CENTERPOINT ENERGY ANNOUNCES REDEMPTION OF
2.875 PERCENT CONVERTIBLE SENIOR NOTES DUE 2024
AND EXTENSION OF PURCHASE OPTION FOR 2.875 PERCENT
CONVERTIBLE SENIOR NOTES DUE 2024
HOUSTON - DECEMBER 21, 2006 - CenterPoint Energy, Inc. (NYSE: CNP) today
announced the planned redemption of all outstanding 2.875 percent Convertible
Senior Notes due 2024 on January 22, 2007 (Redemption Date). The redemption
price will be $1,000 in cash, plus accrued and unpaid interest, including
contingent interest, if any, to the Redemption Date.
The amount of regular interest that will be payable with respect to the
notes on the Redemption Date is $0.559 per $1,000 principal amount. Pursuant to
the indenture governing the notes, the amount of contingent interest that will
be payable with respect to the notes on the Redemption Date, if any, will be
determined by reference to the average trading price of the notes for the five
business days ending on January 11, 2007.
The notes, which become convertible upon a call for redemption, 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. The notes may be converted
at any time before 5 p.m. EST on the Redemption Date. Notes that are not
converted prior to that time, or for which a notice of conversion is withdrawn,
will be redeemed. CenterPoint Energy will satisfy its conversion obligation by
paying an amount in cash equal to the lesser of the aggregate principal amount
of notes converted and CenterPoint Energy's conversion obligation, and by
delivering shares of CenterPoint Energy's common stock to the extent that the
conversion obligation exceeds the aggregate principal amount of notes being
converted. On the Redemption Date, the notes will be redeemed unless (i) holders
surrender their notes for purchase in accordance with the Company Notice
previously delivered to holders and such notes are not withdrawn or (ii) such
notes are converted prior to 5:00 EST on the Redemption Date and the conversion
request is not withdrawn.
Holders of notes at 5 p.m. EST on January 1, 2007, the regular record date
for the January 15, 2007 interest payment on the notes, will receive interest in
the amount of $14.375 per $1,000 principal amount of notes payable on January
15, 2007. Notes surrendered for conversion by holders during the period from 5
p.m. EST on January 1, 2007 to 9 a.m. EST on January 15, 2007, must be
accompanied by a payment of $14.375 per $1,000 principal amount of notes
surrendered for conversion, which amount equals the regular interest payment
that the holder is to receive on such notes. Holders that submit notes for
conversion after 9 a.m. EST on January 15, 2007, need not submit any interest
payment in connection with the conversion.
(CENTERPOINT ENERGY(R) LOGO) For more information contact
MEDIA:
LETICIA LOWE
Phone 713.207.7702
INVESTORS:
MARIANNE PAULSEN
Phone 713.207.6500
Page 2 of 2
FOR IMMEDIATE RELEASE
.................................................................................
CenterPoint Energy also today announced the extension of the period during
which holders may exercise their option to require CenterPoint Energy to
purchase their 2.875 percent Convertible Senior Notes due 2024 by delivering a
purchase notice to The Bank of New York, the paying agent, until midnight EST on
Friday, January 12, 2007. The purchase option had been scheduled to expire at 5
p.m. EST on January 12, 2007. All terms and conditions of the Company Notice,
Purchase Notice and related materials distributed to the holders continue to
apply to the purchase option, as extended.
CenterPoint Energy plans to file an amendment to its Tender Offer Statement
on Schedule TO with the Securities and Exchange Commission later today.
This press release is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell any notes.
The tender offer is being made only pursuant to the Company Notice dated
December 14, 2006, and the related materials that CenterPoint Energy has
distributed to note holders through the Depository Trust Company and filed with
the Securities and Exchange Commission. Holders of the notes should read
carefully the Company Notice dated December 14, 2006, and the related materials,
as revised by the amendments thereto filed with the Securities and Exchange
Commission on the date hereof, because they contain important information,
including the various terms of and conditions to the tender offer. Holders of
the notes and other interested parties may obtain a free copy of the Company
Notice dated December 14, 2006, and the related materials that CenterPoint
Energy has filed with the Securities and Exchange Commission, as amended on the
date hereof at www.SEC.gov, at the company's website, www.CenterPointEnergy.com,
or from CenterPoint Energy, Inc. at 1111 Louisiana, Houston, Texas 77002, Attn:
Investor Relations. Note holders are encouraged to read these materials
carefully prior to making any decision with respect to the purchase option.
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.
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