sv3asr
As filed with the Securities and Exchange Commission on
September 30, 2010
Registration Nos.
333-
333-
333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
Under
THE SECURITIES ACT OF
1933
CenterPoint Energy,
Inc.
(Exact name of registrant as
specified in its charter)
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Texas
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1111 Louisiana
Houston, Texas 77002
(713) 207-1111
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74-0694415
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(State or other jurisdiction
of
incorporation or organization)
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(Address, including zip code,
and telephone
number, including area code, of
registrants principal executive offices)
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(I.R.S. Employer
Identification No.)
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CenterPoint Energy Houston
Electric, LLC
(Exact name of registrant as
specified in its charter)
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Texas
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1111 Louisiana
Houston, Texas 77002
(713) 207-1111
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22-3865106
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(State or other jurisdiction
of
incorporation or organization)
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(Address, including zip code,
and telephone
number, including area code, of
registrants principal executive offices)
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(I.R.S. Employer
Identification No.)
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CenterPoint Energy Resources
Corp.
(Exact name of registrant as
specified in its charter)
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Delaware
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1111 Louisiana
Houston, Texas 77002
(713) 207-1111
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76-0511406
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(State or other jurisdiction
of
incorporation or organization)
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(Address, including zip code,
and telephone
number, including area code, of
registrants principal executive offices)
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(I.R.S. Employer
Identification No.)
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Rufus S. Scott
Senior 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)
Copies to:
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Gerald M. Spedale
Baker Botts L.L.P.
910 Louisiana
3000 One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
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Steven R. Loeshelle
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-8000
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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 being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
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, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box: þ
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. o
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. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer, and smaller reporting company, in
Rule 12b-2
of the Exchange Act.
CenterPoint Energy, Inc.
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller reporting company)
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CenterPoint Energy Houston Electric, LLC
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Large accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller reporting
company o
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(Do not check if a smaller reporting company)
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CenterPoint Energy Resources Corp.
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Large accelerated
filer o
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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller reporting
company o
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed
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Title of Each Class
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Amount to be
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Maximum Aggregate
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Amount of
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of Securities to be Registered
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Registered(1)
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Offering Price
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Registration Fee(2)
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CenterPoint Energy, Inc.
(CenterPoint Energy)
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Senior Debt Securities
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Junior Subordinated Debt Securities
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Common Stock, $0.01 par value(3)
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Preferred Stock, $0.01 par value
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Stock Purchase Contracts
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Equity Units
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CenterPoint Energy Houston Electric, LLC (CenterPoint
Houston)
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General Mortgage Bonds
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CenterPoint Energy Resources Corp.
(CERC Corp.)
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Senior Debt Securities
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(1) |
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There are being registered under this registration statement
such indeterminate number of shares of common stock and
preferred stock, such indeterminate principal amount of debt
securities, which may be senior or junior subordinated, and such
indeterminate number of stock purchase contracts and equity
units of CenterPoint Energy, such indeterminate principal amount
of general mortgage bonds of CenterPoint Houston and such
indeterminate principal amount of senior debt securities of CERC
Corp. as may from time to time be offered at indeterminate
prices and as may be issuable upon the conversion, redemption,
exchange or exercise or settlement of any securities registered
hereunder, including under any applicable anti-dilution
provisions. Any securities registered under this registration
statement may be sold separately or as units with other
securities registered under this registration statement. |
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(2) |
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In accordance with Rule 456(b) and Rule 457(r), the
registrants are deferring payment of the registration fee
required in connection with this Registration Statement except
for (a) $17,573 that remains under the Registration Statement on
Form S-3 (Registration No. 333-153916) of CenterPoint
Energy and CenterPoint Houston initially filed with the
Commission on October 9, 2008 (the Prior CenterPoint
Energy Registration Statement) (such amount having
previously been paid by CenterPoint Energy in connection with
its Registration Statement on Form S-3 (Registration
No. 333-116246) initially filed with the Commission on
June 7, 2004) and (b) $19,650 that has previously been paid
by CERC Corp. in connection with its Registration Statement on
Form S-3 (Registration No. 333-153052) initially filed
on August 15, 2008 (the Prior CERC Registration
Statement), for a total offset of $37,223. In accordance
with Rule 415(a)(6), the effectiveness of this Registration
Statement will be deemed to terminate the Prior CenterPoint
Energy Registration Statement and the Prior CERC Registration
Statement. |
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Each share of common stock of CenterPoint Energy includes one
preferred share purchase right. No separate consideration is
payable for the preferred share purchase rights. |
Explanatory
Note
This registration statement contains the following three base
prospectuses for use in connection with separate offerings by
the respective companies.
1. A base prospectus for use by CenterPoint Energy, Inc.
(CenterPoint Energy) in connection with the offer
and sale from time to time of its common stock, preferred stock,
debt securities, which may be senior or junior subordinated,
stock purchase contracts and equity units.
2. A base prospectus for use by CenterPoint Energy Houston
Electric, LLC (CenterPoint Houston) in connection
with the offer and sale from time to time of its general
mortgage bonds. CenterPoint Houston is an indirect wholly owned
subsidiary of CenterPoint Energy.
3. A base prospectus for use by CenterPoint Energy
Resources Corp. (CERC Corp.) in connection with the
offer and sale from time to time of its senior debt securities.
CERC Corp. is an indirect wholly owned subsidiary of CenterPoint
Energy.
Each offering of securities made under this registration
statement will be made by the respective company pursuant to the
prospectus applicable to its securities, with the specific terms
of the securities offered thereby set forth in a prospectus
supplement.
PROSPECTUS
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
(713) 207-1111
CENTERPOINT ENERGY,
INC.
SENIOR DEBT SECURITIES
JUNIOR SUBORDINATED DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
STOCK PURCHASE CONTRACTS
EQUITY UNITS
We will provide additional terms of our securities in one or
more supplements to this prospectus. You should read this
prospectus and the related prospectus supplement carefully
before you invest in our securities. No person may use this
prospectus to offer and sell our securities unless a prospectus
supplement accompanies this prospectus.
The
Offering
We may offer from time to time:
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senior debt securities;
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junior subordinated debt securities;
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common stock;
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preferred stock;
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stock purchase contracts; and
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equity units.
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Our common stock is listed on the New York Stock Exchange and
the Chicago Stock Exchange under the symbol CNP.
Investing in our securities involves risks. See
Risk Factors on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 30, 2010.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement we have
filed with the Securities and Exchange Commission (SEC) using a
shelf registration process. Using this process, we
may offer any combination of the securities described in this
prospectus in one or more offerings. This prospectus provides
you with a general description of the securities we may offer.
Each time we use this prospectus to offer securities, we will
file a supplement to this prospectus with the SEC that will
describe the specific terms of the offering. The prospectus
supplement may also add to, update or change the information
contained in this prospectus. Before you invest, you should
carefully read this prospectus, the applicable prospectus
supplement and the information contained in the documents we
refer to under the heading Where You Can Find More
Information.
You should rely only on the information contained or
incorporated by reference in this prospectus, any prospectus
supplement and any communication from us or any underwriter
specifying the final terms of a particular offering. We have not
authorized anyone to provide you with different information. We
are not making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the
information contained in this prospectus, any prospectus
supplement or any communication from us or any underwriter
specifying the final terms of a particular offering 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.
The Bank of New York Mellon Trust Company, National
Association, in each of its capacities referenced herein,
including, but not limited to, trustee, purchase contract agent,
collateral agent, custodial agent, securities intermediary and
paying agent, has not participated in the preparation of this
prospectus and assumes no responsibility for its content.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other
information with the SEC. You may read and copy any document we
file with the SEC at the SECs public reference room
located at 100 F Street, N.E., Washington, D.C.
20549. You may obtain further information regarding the
operation of the SECs public reference room by calling the
SEC at
1-800-SEC-0330.
Our filings are also available to the public on the SECs
Internet site located at
http://www.sec.gov.
You can obtain information about us at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York
10005.
This prospectus, which includes information incorporated by
reference (see Incorporation by Reference below), is
part of a registration statement we have filed with the SEC
relating to the securities we may offer. 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 SECs public reference room or through its Internet
site.
INCORPORATION
BY REFERENCE
We are incorporating by reference into this
prospectus certain 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 pursuant to the SECs rules 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
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(excluding information deemed pursuant to the SECs rules
to be furnished and not filed with the SEC) until all the
securities are sold:
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our Annual Report on
Form 10-K
for the year ended December 31, 2009,
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our Quarterly Reports on
Form 10-Q
for the periods ended March 31, 2010 and June 30, 2010,
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our Current Reports on
Form 8-K
filed on January 26, 2010, February 9, 2010,
March 26, 2010, April 28, 2010, June 8, 2010 and
June 15, 2010, 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 on June 8, 2010, as we may update that description
from time to time.
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You may also obtain a copy of our filings with the SEC at no
cost by writing to or telephoning us at the following address:
CenterPoint Energy, Inc.
Attn: Investor Relations
P.O. Box 4567
Houston, Texas
77210-4567
(713) 207-6500
ABOUT
CENTERPOINT ENERGY, INC.
We are a public utility holding company. Our operating
subsidiaries own and operate electric transmission and
distribution facilities, natural gas distribution facilities,
interstate pipelines and natural gas gathering, processing and
treating facilities. As of the date of this prospectus, our
principal indirect wholly owned subsidiaries include:
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CenterPoint Energy Houston Electric, LLC (CenterPoint Houston),
which engages in the electric transmission and distribution
business in a 5,000-square mile area of the Texas Gulf Coast
that includes the city of Houston, and
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CenterPoint Energy Resources Corp. (CERC Corp.), which owns and
operates natural gas distribution systems in six states.
Subsidiaries of CERC Corp. own interstate natural gas pipelines
and gas gathering systems and provide various ancillary
services. A wholly owned subsidiary of CERC Corp. offers
variable and fixed-price physical natural gas supplies primarily
to commercial and industrial customers and electric and gas
utilities.
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Our principal executive offices are located at 1111 Louisiana,
Houston, Texas 77002 (telephone number:
(713) 207-1111).
RISK
FACTORS
Our businesses are influenced by many factors that are difficult
to predict and that involve uncertainties that may materially
affect actual operating results, cash flows and financial
condition. These risk factors include those described as such in
the documents that are incorporated by reference in this
prospectus (which risk factors are incorporated herein by
reference), and could include additional uncertainties not
presently known to us or that we currently do not consider
material. Before making an investment decision, you should
carefully consider these risks as well as any other information
we include or incorporate by reference in this prospectus or
include in any applicable prospectus supplement.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
In this prospectus, including the information we incorporate by
reference, we make statements concerning our expectations,
beliefs, plans, objectives, goals, strategies, future events or
performance and underlying
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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. You can generally
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 use the terms we and
our in this section to mean CenterPoint Energy, Inc.
and its subsidiaries.
We have based our forward-looking statements on our
managements 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:
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the resolution of CenterPoint Houstons
true-up
proceedings, including, in particular, the results of appeals to
the Texas Supreme Court regarding rulings obtained to date,
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state and federal legislative and regulatory actions or
developments relating to the environment, including those
related to global climate change,
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other state and federal legislative and regulatory actions or
developments affecting various aspects of our business,
including, among others, energy deregulation or re-regulation,
health care reform and financial reform,
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timely and appropriate rate actions and increases, allowing
recovery of costs and a reasonable return on investment,
including, without limitation, the outcome of the application to
change rates submitted to the Public Utility Commission of Texas
by CenterPoint Houston in June 2010,
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the timing and outcome of any audits, disputes and other
proceedings related to taxes,
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problems with construction, implementation of necessary
technology or other issues with respect to major capital
projects that result in delays or in cost overruns that cannot
be recouped in rates,
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industrial, commercial and residential growth in our service
territory and changes in market demand, including the effects of
energy efficiency measures, and demographic patterns,
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the timing and extent of changes in commodity prices,
particularly natural gas and natural gas liquids,
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the timing and extent of changes in the supply of natural gas,
including supplies available for gathering by our field services
business and transport by our interstate pipelines,
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the timing and extent of changes in natural gas basis
differentials,
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weather variations and other natural phenomena,
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the impact of unplanned facility outages,
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timely and appropriate regulatory actions allowing
securitization or other recovery of costs associated with any
future hurricanes or natural disasters,
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changes in interest rates or rates of inflation,
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commercial bank and financial market conditions, our access to
capital, the cost of such capital, and the results of our
financing and refinancing efforts, including availability of
funds in the debt capital markets,
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actions by rating agencies,
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effectiveness of our risk management activities,
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inability of various counterparties to meet their obligations to
us,
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non-payment for our services due to financial distress of our
customers,
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the ability of RRI Energy, Inc. (formerly known as Reliant
Energy, Inc. and Reliant Resources, Inc.) and its subsidiaries
to satisfy their obligations to us, including indemnity
obligations, or in connection with the contractual arrangements
pursuant to which we are their guarantor,
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the ability of retail electric providers, and particularly the
two largest customers of CenterPoint Houston, which are
subsidiaries of NRG Retail LLC and TXU Energy Retail Company
LLC, to satisfy their obligations to us and our subsidiaries,
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the outcome of litigation brought by or against us,
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our ability to control costs,
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the investment performance of our pension and postretirement
benefit plans,
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our potential business strategies, including restructurings,
acquisitions or dispositions of assets or businesses, which we
cannot assure will be completed or will have the anticipated
benefits to us,
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acquisition and merger activities involving us or our
competitors, and
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other factors we discuss in Risk Factors in
Item 1A of Part II of our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2010 and other reports we
file from time to time with the SEC that are incorporated by
reference.
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You should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the
date of the particular statement.
RATIOS OF
EARNINGS TO FIXED CHARGES AND RATIOS OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our ratios of earnings to fixed
charges for each of the periods indicated. The ratios were
calculated pursuant to applicable rules of the SEC.
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Six Months
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Ended
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Year Ended December 31,
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June 30,
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2005
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2006
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2007
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2008
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2009
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2010
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Ratio of earnings to fixed charges
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1.49
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1.74
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1.82
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2.05
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1.80
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2.05
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(1)
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(1) |
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We do not believe that the ratio for the six-month period is
necessarily indicative of the ratios for the twelve-month
periods due to the seasonal nature of our business. |
We had no preferred stock outstanding for any period presented
in the table above and, accordingly, our ratios of earnings to
combined fixed charges and preferred stock dividends are the
same as our ratios of earnings to fixed charges.
USE OF
PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we
anticipate using any net proceeds from the sale of our
securities offered by this prospectus for general corporate
purposes. These purposes may include, but are not limited to:
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working capital,
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capital expenditures,
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acquisitions,
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the repayment or refinancing of debt, and
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loans or advances to subsidiaries.
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Pending any specific application, we may initially invest funds
in short-term marketable securities or apply them to the
reduction of short-term indebtedness, commercial paper or debt
under our revolving credit facility.
DESCRIPTION
OF OUR DEBT SECURITIES
The debt securities offered by this prospectus will be
CenterPoint Energys general unsecured obligations.
CenterPoint Energy will issue senior debt securities
(senior debt securities) under an indenture, dated
as of May 19, 2003, between CenterPoint Energy and The Bank
of New York Mellon Trust Company, National Association
(successor in trust to JPMorgan Chase Bank), as trustee (as
supplemented from time to time, the senior
indenture) and junior subordinated debt securities
(junior subordinated debt securities) under a
separate indenture to be entered into between us and The Bank of
New York Mellon Trust Company, National Association, as
trustee (as supplemented from time to time, the junior
subordinated indenture). We will refer to the senior
indenture and the junior subordinated indenture together as the
indentures, and each as an indenture.
The indentures will be substantially identical, except for
provisions relating to subordination and covenants. We have
incorporated by reference the senior indenture and a form of the
junior subordinated indenture as exhibits to the registration
statement of which this prospectus is a part. We have summarized
selected provisions of the indentures and the debt securities
below. This summary is not complete and is qualified in its
entirety by reference to the indentures. References to section
numbers in this description of our debt securities, unless
otherwise indicated, are references to section numbers of the
indentures.
You should carefully read the summary below, the applicable
prospectus supplement and the provisions of the applicable
indenture that may be important to you before investing in our
senior debt securities or junior subordinated debt securities.
Provisions
Applicable to Each Indenture
General. We may issue debt securities from
time to time in one or more series under the applicable
indenture. There is no limitation on the amount of debt
securities we may issue under either indenture. We will describe
the particular terms of each series of debt securities we offer
in a supplement to this prospectus. The terms of our debt
securities will include those set forth in the applicable
indenture and those made a part of such indenture by the
Trust Indenture Act of 1939 (Trust Indenture Act).
Subject to the exceptions, and subject to compliance with the
applicable requirements set forth in the applicable indenture,
we may discharge our obligations under the indentures with
respect to our debt securities as described below under
Defeasance.
Terms. We will describe the specific terms of
the series of debt securities being offered in a supplement to
this prospectus. These terms will include some or all of the
following:
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the title of the debt securities,
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whether the debt securities are senior debt securities or junior
subordinated debt securities,
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any limit on the total principal amount of the debt securities,
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the date or dates on which the principal of the debt securities
will be payable or the method used to determine or extend those
dates,
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any interest rate on the debt securities, any date from which
interest will accrue, any interest payment dates and regular
record dates for interest payments, or the method used to
determine any of the foregoing, the basis for calculating
interest if other than a
360-day year
of twelve
30-day
months and any right to extend or defer interest payments and
the duration of such extension or deferral,
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the place or places where payments on the debt securities will
be payable, the debt securities may be presented for
registration of transfer or exchange, and notices and demands to
or upon us relating to the debt securities may be made,
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any provisions that would allow or obligate us to redeem or
purchase the debt securities prior to their maturity,
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the denominations in which we will issue the debt securities, if
other than denominations of an integral multiple of $1,000,
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any provisions that would determine payments on the debt
securities by reference to an index or a formula,
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any foreign currency, currencies or currency units in which
payments on the debt securities will be payable and the manner
for determining the equivalent amount in $U.S.,
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any provisions for payments on the debt securities in one or
more currencies or currency units other than those in which the
debt securities are stated to be payable,
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the percentage of the principal amount at which the debt
securities will be issued and the portion of the principal
amount of the debt securities that will be payable if the
maturity of the debt securities is accelerated, if other than
the entire principal amount,
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if the principal amount to be paid at the stated maturity of the
debt securities is not determinable as of one or more dates
prior to the stated maturity, the amount that will be deemed to
be the principal amount as of any such date for any purpose,
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any variation of the defeasance and covenant defeasance sections
of the applicable indenture and the manner in which our election
to defease the debt securities will be evidenced, if other than
by a board resolution,
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whether we will issue the debt securities in the form of
temporary or permanent global securities, the depositories for
the global securities, and provisions for exchanging or
transferring the global securities,
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whether the interest rate of the debt securities may be reset,
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whether the stated maturity of the debt securities may be
extended,
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any addition to or change in the events of default for the debt
securities and any change in the right of the trustee or the
holders of the debt securities to declare the principal amount
of the debt securities due and payable,
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any addition to or change in the covenants in the applicable
indenture,
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any additions or changes to the applicable indenture necessary
to issue the debt securities in bearer form, registrable or not
registrable as to principal, and with or without interest
coupons,
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the appointment of any paying agents for the debt securities, if
other than the trustee,
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the terms of any right to convert or exchange the debt
securities into any other securities or property,
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the terms and conditions, if any, pursuant to which the debt
securities are secured,
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any restriction or condition on the transferability of the debt
securities,
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with respect to the junior subordinated indenture, any changes
to the subordination provisions for the junior subordinated debt
securities, and
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any other terms of the debt securities consistent with the
applicable indenture. (Section 301)
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Any limit on the maximum total principal amount for any series
of the debt securities may be increased by resolution of our
board of directors. We may sell the debt securities, including
original issue discount securities, at a substantial discount
below their stated principal amount. If there are any special
United States
6
federal income tax considerations applicable to debt securities
we sell at an original issue discount, we will describe them in
the prospectus supplement. In addition, we will describe in the
prospectus supplement any special United States federal income
tax considerations and any other special considerations for any
debt securities we sell which are denominated in a currency or
currency unit other than U.S. dollars.
Form, Exchange and Transfer. We will issue the
debt securities in registered form, without coupons. Unless we
inform you otherwise in the prospectus supplement, we will only
issue debt securities in denominations of integral multiples of
$1,000. (Section 302)
Holders generally will be able to exchange debt securities for
other debt securities of the same series with the same total
principal amount and the same terms but in different authorized
denominations. (Section 305)
Holders may present debt securities for exchange or for
registration of transfer at the office of the security registrar
or at the office of any transfer agent we designate for that
purpose. The security registrar or designated transfer agent
will exchange or transfer the debt securities if it is satisfied
with the documents of title and identity of the person making
the request. We will not charge a service charge for any
exchange or registration of transfer of debt securities.
However, we may require payment of a sum sufficient to cover any
tax or other governmental charge payable for the registration of
transfer or exchange. Unless we inform you otherwise in the
prospectus supplement, we will appoint the trustee as security
registrar. We will identify any transfer agent in addition to
the security registrar in the prospectus supplement.
(Section 305) At any time we may:
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designate additional transfer agents,
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rescind the designation of any transfer agent, or
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approve a change in the office of any transfer agent.
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However, we are required to maintain a transfer agent in each
place of payment for the debt securities at all times.
(Sections 305 and 1002)
If we elect to redeem a series of debt securities, neither we
nor the trustee will be required:
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to issue, register the transfer of or exchange any debt
securities of that series during the period beginning at the
opening of business 15 days before the day we mail the
notice of redemption for the series and ending at the close of
business on the day the notice is mailed, or
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to register the transfer or exchange of any debt security of
that series if we have selected the series for redemption, in
whole or in part, except for the unredeemed portion of the
series. (Section 305)
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Book-entry. We may issue the debt securities
of a series in the form of one or more global debt securities
that would be deposited with a depositary or its nominee
identified in the prospectus supplement. We may issue global
debt securities in either temporary or permanent form. We will
describe in the prospectus supplement the terms of any
depositary arrangement and the rights and limitations of owners
of beneficial interests in any global debt security.
Payment and Paying Agents. Under both
indentures, we will pay interest on the debt securities to the
persons in whose names the debt securities are registered at the
close of business on the regular record date for each interest
payment. However, unless we inform you otherwise in the
prospectus supplement, we will pay the interest payable on the
debt securities at their stated maturity to the persons to whom
we pay the principal amount of the debt securities. The initial
payment of interest on any series of debt securities issued
between a regular record date and the related interest payment
date will be payable in the manner provided by the terms of the
series, which we will describe in the prospectus supplement.
(Section 307)
7
Unless we inform you otherwise in the prospectus supplement, we
will pay principal, premium, if any, and interest on the debt
securities at the offices of the paying agents we designate.
However, except in the case of a global security, we may pay
interest by:
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check mailed to the address of the person entitled to the
payment as it appears in the security register, or
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by wire transfer in immediately available funds to the place and
account designated in writing by the person entitled to the
payment as specified in the security register.
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We will designate the trustee as the sole paying agent for the
debt securities unless we inform you otherwise in the prospectus
supplement. If we initially designate any other paying agents
for a series of debt securities, we will identify them in the
prospectus supplement. At any time, we may designate additional
paying agents or rescind the designation of any paying agents.
However, we are required to maintain a paying agent in each
place of payment for the debt securities at all times.
(Sections 307 and 1002)
Any money deposited with the trustee or any paying agent for the
payment of principal, premium, if any, and interest on the debt
securities that remains unclaimed for two years after the date
the payments became due, may be repaid to us upon our request.
After we have been repaid, holders entitled to those payments
may only look to us for payment as our unsecured general
creditors. The trustee and any paying agents will not be liable
for those payments after we have been repaid. (Section 1003)
Restrictive Covenants. We will describe any
restrictive covenants for any series of debt securities in the
prospectus supplement.
Consolidation, Merger and Sale of
Assets. Under both indentures, we may not
consolidate with or merge into, or convey, transfer or lease our
properties and assets substantially as an entirety to, any
person, referred to as a successor person unless:
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the successor person is a corporation, partnership, trust or
other entity organized and validly existing under the laws of
the United States of America or any state thereof or the
District of Columbia,
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the successor person expressly assumes our obligations with
respect to the debt securities and the applicable indenture,
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immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time or
both, would become an event of default, would occur and be
continuing, and
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we have delivered to the trustee the certificates and opinions
required under the applicable indenture. (Section 801)
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As used in the indenture, the term corporation means
a corporation, association, company, limited liability company,
joint-stock company or business trust.
Events of Default. Unless we inform you
otherwise in the prospectus supplement, each of the following
will be an event of default under each indenture for a series of
debt securities:
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our failure to pay principal or premium, if any, on that series
when due, including at maturity or upon redemption or
acceleration,
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our failure to pay any interest on that series for 30 days
after the interest becomes due,
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our failure to deposit any sinking fund payment, when due,
relating to that series,
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our failure to perform, or our breach in any material respect
of, any other covenant or warranty in the applicable indenture,
other than a covenant or warranty included in such indenture
solely for the benefit of another series of debt securities, for
90 days after either the trustee or holders of at least 25%
in principal amount of the outstanding debt securities of that
series have given us written notice of the breach in the manner
required by the applicable indenture,
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specified events involving our bankruptcy, insolvency or
reorganization, and
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any other event of default we may provide for that series,
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provided, however, that no event described in the fourth bullet
point above will be an event of default until an officer of the
trustee, assigned to and working in the trustees corporate
trust department, has actual knowledge of the event or until the
trustee receives written notice of the event at its corporate
trust office. (Section 501)
If an event of default for a series of debt securities occurs
and is continuing, either the trustee or the holders of at least
25% in principal amount of the outstanding debt securities of
that series may declare the principal amount of all the debt
securities of that series due and immediately payable. In order
to declare the principal amount of that series of debt
securities due and immediately payable, the trustee or the
holders must deliver a notice that satisfies the requirements of
the applicable indenture. Upon a declaration by the trustee or
the holders, we will be obligated to pay the principal amount of
the series of debt securities.
The right described in the preceding paragraph does not apply if
an event of default described in the fifth bullet point above
occurs, or an event of default described in the sixth bullet
point above that applies to all outstanding debt securities
under the applicable indenture occurs. If one of the events of
default described in the fifth bullet point above occurs with
respect to the debt securities of any series, the debt
securities of that series then outstanding under the applicable
indenture will be due and payable immediately. If any of the
events of default described in the sixth bullet point above that
apply to all outstanding debt securities under an indenture
occurs and is continuing, either the trustee or holders of at
least 25% in principal amount of all of the debt securities then
outstanding under the applicable indenture, treated as one
class, may declare the principal amount of all of the debt
securities then outstanding under such indenture to be due and
payable immediately. In order to declare the principal amount of
the debt securities due and immediately payable, the trustee or
the holders must deliver a notice that satisfies the
requirements of the applicable indenture. Upon a declaration by
the trustee or the holders, we will be obligated to pay the
principal amount of the debt securities.
However, after any declaration of acceleration of a series of
debt securities, but before a judgment or decree for payment has
been obtained, the event of default giving rise to the
declaration of acceleration will, without further act, be deemed
to have been waived, and such declaration and its consequences
will, without further act, be deemed to have been rescinded and
annulled if:
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we have paid or deposited with the trustee a sum sufficient to
pay:
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all overdue interest,
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the principal and premium, if any, due otherwise than by the
declaration of acceleration and any interest on such amounts,
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any interest on overdue interest, to the extent legally
permitted, and
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all amounts due to the trustee under the applicable
indenture, and
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all events of default with respect to that series of debt
securities, other than the nonpayment of the principal which
became due solely by virtue of the declaration of acceleration,
have been cured or waived. (Section 502)
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If an event of default occurs and is continuing, the trustee
will generally have no obligation to exercise any of its rights
or powers under the applicable indenture at the request or
direction of any of the holders, unless the holders offer
reasonable indemnity to the trustee. (Section 603) The
holders of a majority in principal amount of the outstanding
debt securities of any series will generally have the right to
direct the
9
time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power
conferred on the trustee for the debt securities of that series,
provided that:
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the direction is not in conflict with any law or the applicable
indenture,
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the trustee may take any other action it deems proper which is
not inconsistent with the direction, and
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the trustee will have the right to decline to follow the
direction if an officer of the trustee determines, in good
faith, that the proceeding would involve the trustee in personal
liability or would otherwise be contrary to applicable law.
(Section 512)
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A holder of a debt security of any series may only pursue a
remedy under the applicable indenture if:
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the holder gives the trustee written notice of a continuing
event of default for that series,
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holders of at least 25% in principal amount of the outstanding
debt securities of that series make a written request to the
trustee to institute proceedings with respect to the event of
default,
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the holders offer reasonable indemnity to the trustee,
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the trustee fails to pursue that remedy within 60 days
after receipt of the notice, request and offer of
indemnity, and
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during that
60-day
period, the holders of a majority in principal amount of the
debt securities of that series do not give the trustee a
direction inconsistent with the request. (Section 507)
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However, these limitations do not apply to a suit by a holder of
a debt security demanding payment of the principal, premium, if
any, or interest on a debt security on or after the date the
payment is due. (Section 508)
We will be required to furnish to the trustee annually a
statement by some of our officers regarding our performance or
observance of any of the terms of the applicable indenture and
specifying all of our known defaults, if any. (Section 1004)
Modification and Waiver. We may enter into one
or more supplemental indentures to either indenture with the
trustee without the consent of the holders of the debt
securities in order to:
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evidence the succession of another corporation to us, or
successive successions and the assumption of our covenants,
agreements and obligations by a successor,
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add to our covenants for the benefit of the holders of any
series of debt securities or to surrender any of our rights or
powers,
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add events of default for any series of debt securities,
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add to or change any provision of the applicable indenture to
the extent necessary to issue debt securities in bearer form,
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add to, change or eliminate any provision of the applicable
indenture applying to one or more series of debt securities,
including, for the junior subordinated indenture, the
subordination provisions, provided that if such action adversely
affects the interests of any holder of any series of debt
securities issued thereunder, the addition, change or
elimination will become effective with respect to that series
only when no security of that series remains outstanding,
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convey, transfer, assign, mortgage or pledge any property to or
with the trustee or to surrender any right or power conferred
upon us by the applicable indenture,
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establish the form or terms of any series of debt securities,
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provide for uncertificated securities in addition to
certificated securities,
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evidence and provide for successor trustees or to add to or
change any provisions to the extent necessary to appoint a
separate trustee or trustees for a specific series of debt
securities,
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correct any ambiguity, defect or inconsistency under the
applicable indenture, provided that such action does not
adversely affect the interests of the holders of any series of
debt securities issued thereunder,
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supplement any provisions of the applicable indenture necessary
to defease and discharge any series of debt securities, provided
that such action does not adversely affect the interests of the
holders of any series of debt securities issued thereunder,
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comply with the rules or regulations of any securities exchange
or automated quotation system on which any debt securities are
listed or traded, or
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add, change or eliminate any provisions of the applicable
indenture in accordance with any amendments to the
Trust Indenture Act, provided that the action does not
adversely affect the rights or interests of any holder of debt
securities issued thereunder. (Section 901)
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We may enter into one or more supplemental indentures to either
indenture with the trustee in order to add to, change or
eliminate provisions of such indenture or to modify the rights
of the holders of one or more series of debt securities if we
obtain the consent of the holders of a majority in principal
amount of the outstanding debt securities of each series
affected by the supplemental indenture, treated as one class.
However, without the consent of the holders of each outstanding
debt security affected by the supplemental indenture, we may not
enter into a supplemental indenture that:
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changes the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security,
except to the extent permitted by the applicable indenture,
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reduces the principal amount of, or any premium or interest on,
any debt security,
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reduces the amount of principal of an original issue discount
security or any other debt security payable upon acceleration of
the maturity thereof,
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changes the place or currency of payment of principal, premium,
if any, or interest,
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impairs the right to institute suit for the enforcement of any
payment on any debt security,
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reduces the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is
required for modification of the applicable indenture, for
waiver of compliance with certain provisions of such indenture
or for waiver of certain defaults,
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makes certain modifications to the provisions for modification
of the applicable indenture and for certain waivers, except to
increase the principal amount of debt securities necessary to
consent to any such charge,
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in the case of the junior subordinated indenture, modifies the
subordination provisions in a manner adverse to the holders of
the junior subordinated debt securities,
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makes any change that adversely affects the right to convert or
exchange any debt security or decreases the conversion or
exchange rate or increases the conversion price of any
convertible or exchangeable debt security, or
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changes the terms and conditions pursuant to which any series of
debt securities is secured in a manner adverse to the holders of
the debt securities. (Section 902)
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In addition, we may not modify the subordination provisions of
any outstanding junior subordinated debt securities without the
consent of each holder of our senior debt that would be
adversely affected thereby. The term senior debt is
defined below under Provisions Applicable
Solely to Junior Subordinated Debt Securities
Subordination.
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Holders of a majority in principal amount of the outstanding
debt securities of any series may waive past defaults or
noncompliance with restrictive provisions of the applicable
indenture with respect to such series. However, the consent of
holders of each outstanding debt security of a series is
required to:
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waive any default in the payment of principal, premium, if any,
or interest, or
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waive any covenants and provisions of the applicable indenture
that may not be amended without the consent of the holder of
each outstanding debt security of the series affected.
(Sections 513 and 1006)
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In order to determine whether the holders of the requisite
principal amount of the outstanding debt securities have taken
an action under the applicable indenture as of a specified date:
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the principal amount of an original issue discount
security that will be deemed to be outstanding will be the
amount of the principal that would be due and payable as of that
date upon acceleration of the maturity to that date,
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if, as of that date, the principal amount payable at the stated
maturity of a debt security is not determinable, for example,
because it is based on an index, the principal amount of the
debt security deemed to be outstanding as of that date will be
an amount determined in the manner prescribed for the debt
security,
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the principal amount of a debt security denominated in one or
more foreign currencies or currency units that will be deemed to
be outstanding will be the U.S. dollar equivalent,
determined as of that date in the manner prescribed for the debt
security, of the principal amount of the debt security or, in
the case of a debt security described in the two preceding
bullet points, of the amount described above, and
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debt securities owned by us or any other obligor upon the debt
securities or any of our or their affiliates will be disregarded
and deemed not to be outstanding.
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An original issue discount security means a debt
security issued under either indenture which provides for an
amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of maturity. Some
debt securities, including those for the payment or redemption
of which money has been deposited or set aside in trust for the
holders and those that have been fully defeased pursuant to
Section 1402 of both indentures, will not be deemed to be
outstanding. (Section 101)
We will generally be entitled to set any day as a record date
for determining the holders of outstanding debt securities of
any series entitled to give or take any direction, notice,
consent, waiver or other action under the applicable indenture.
In limited circumstances, the trustee will be entitled to set a
record date for action by holders of outstanding debt
securities. If a record date is set for any action to be taken
by holders of a particular series, the action may be taken only
by persons who are holders of outstanding debt securities of
that series on the record date. To be effective, the action must
be taken by holders of the requisite principal amount of debt
securities within a specified period following the record date.
For any particular record date, this period will be
180 days or such shorter period as we may specify, or the
trustee may specify, if it set the record date.
(Section 104)
Satisfaction and Discharge. We may discharge
our obligations under either indenture while debt securities
remain outstanding if (1) all outstanding debt securities
issued under the applicable indenture have become due and
payable, (2) all outstanding debt securities issued under
the applicable indenture will become due and payable at their
scheduled maturity within one year, or (3) all outstanding
debt securities issued under the applicable indenture are
scheduled for redemption in one year, and in each case, we have
deposited with the trustee an amount sufficient to pay and
discharge all outstanding debt securities issued under the
applicable indenture on the date of their scheduled maturity or
the scheduled date of redemption and we have paid all other sums
payable under the applicable indenture.
Defeasance. When we use the term defeasance,
we mean discharge from some or all of our obligations under
either indenture. Unless we inform you otherwise in the
prospectus supplement, if we deposit with the
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trustee funds or government securities sufficient to make
payments on the debt securities of a series on the dates those
payments are due and payable, then, at our option, either of the
following will occur:
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we will be discharged from our obligations with respect to the
debt securities of that series (legal
defeasance), or
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we will no longer have any obligation to comply with the
restrictive covenants under the applicable indenture, and the
related events of default will no longer apply to us, but some
of our other obligations under the indenture and the debt
securities of that series, including our obligation to make
payments on those debt securities, will survive.
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If we effect legal defeasance of a series of debt securities,
the holders of the debt securities of the series affected will
not be entitled to the benefits of the applicable indenture,
except for our obligations to:
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register the transfer or exchange of debt securities,
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replace mutilated, destroyed, lost or stolen debt securities, and
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maintain paying agencies and hold moneys for payment in trust.
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Unless we inform you otherwise in the prospectus supplement, we
will be required to deliver to the trustee an opinion of counsel
that the deposit and related defeasance would not cause the
holders of the debt securities to recognize gain or loss for
federal income tax purposes and that the holders would be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if the
deposit and related defeasance had not occurred. If we elect
legal defeasance, that opinion of counsel must be based upon a
ruling from the United States Internal Revenue Service or a
change in law to that effect. (Sections 1401, 1402, 1403
and 1404)
Notices. Holders will receive notices by mail
at their addresses as they appear in the security register.
(Section 106)
Title. We may treat the person in whose name a
debt security is registered on the applicable record date as the
owner of the debt security for all purposes, whether or not it
is overdue. (Section 309)
Governing Law. New York law will govern both
indentures and the debt securities. (Section 112)
Regarding the Trustee. As of June 30,
2010, the trustee served as trustee for $1.8 billion
aggregate principal amount of our debt securities and
$1.2 billion aggregate principal amount of pollution
control bonds issued on our behalf. In addition, the trustee
serves as trustee for debt securities of some of our
subsidiaries. We maintain brokerage relationships with the
trustee and its affiliates.
If an event of default occurs under either indenture and is
continuing, the trustee will be required to use the degree of
care and skill of a prudent person in the conduct of that
persons own affairs. The trustee will become obligated to
exercise any of its powers under the applicable indenture at the
request of any of the holders of any debt securities issued
under such indenture only after those holders have offered the
trustee indemnity satisfactory to it.
If the trustee becomes one of our creditors, its rights to
obtain payment of claims in specified circumstances, or to
realize for its own account on certain property received in
respect of any such claim as security or otherwise will be
limited under the terms of the applicable indenture.
(Section 613) The trustee may engage in certain other
transactions; however, if the trustee acquires any conflicting
interest (within the meaning specified under the
Trust Indenture Act), it will be required to eliminate the
conflict or resign. (Section 608)
Provisions
Applicable Solely to Senior Debt Securities
Ranking. Our senior debt securities will rank
equally in right of payment with all of our other existing and
future unsecured and unsubordinated indebtedness.
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Provisions
Applicable Solely to Junior Subordinated Debt
Securities
Subordination. The junior subordinated debt
securities are subordinate and junior in right of payment, to
the extent and in the manner stated in the junior subordinated
indenture, to all of our senior indebtedness, as defined in the
junior subordinated indenture.
Unless we inform you otherwise in a prospectus supplement,
senior indebtedness means:
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all indebtedness and obligations of, or guaranteed or assumed
by, us for borrowed money or evidenced by bonds, debentures,
notes or other similar instruments, whether existing on the date
of the junior subordinated indenture or subsequently created,
incurred or assumed, and
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all amendments, renewals, extensions, modifications and
refundings of any indebtedness or obligations of that kind.
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Notwithstanding the foregoing, senior indebtedness
excludes (i) our indebtedness to our subsidiaries,
(ii) trade accounts payable and accrued liabilities arising
in the ordinary course of business and (iii) the junior
subordinated debt securities and any other indebtedness or
obligations that would otherwise constitute indebtedness if it
is specifically designated as being subordinate, or not
superior, in right of payment to the junior subordinated debt
securities. Senior indebtedness includes
$840 million of our 2.0% Zero-Premium Exchangeable
Subordinated Notes due 2029.
We will describe additional provisions of our junior
subordinated debt securities in a prospectus supplement
applicable to the particular series of junior subordinated debt
securities.
Defeasance. Upon the effectiveness of any
defeasance or covenant defeasance permitted with respect to our
junior subordinated securities, the junior subordinated debt
securities then outstanding shall cease to be subordinated. See
Provisions Applicable to Both
Indentures Defeasance.
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 restated
articles of incorporation and amended and restated bylaws, each
as amended to date, copies of which we have filed or
incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and by the
provisions of applicable law. As of July 31, 2010, our
authorized capital stock consisted of:
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1,000,000,000 shares of common stock, par value $0.01 per
share, of which 421,744,607 shares were outstanding,
excluding 166 shares held as treasury stock, and
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20,000,000 shares of preferred stock, par value $0.01 per
share, of which no shares were outstanding.
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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 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. Our bylaws provide that
director nominees are elected by the vote of a majority of the
votes cast with respect to the director by shareholders entitled
to vote at the meeting in an uncontested election. An election
is contested if, at a specified time before we file our
definitive proxy statement with the SEC, the number of nominees
exceeds the number of directors to be elected, in which case
directors will be elected by the vote of a plurality of the
votes cast by shareholders entitled to vote at the meeting.
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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,
terminated 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:
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the designation of the series,
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dividend rates and payment dates,
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whether dividends will be cumulative, non-cumulative or
partially cumulative, and related terms,
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redemption rights,
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liquidation rights,
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sinking fund provisions,
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conversion rights,
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voting rights, and
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any other terms.
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The prospectus supplement relating to any series of preferred
stock will include specific terms relating to the offering. We
will file the form of the preferred stock with the SEC before we
issue any of it. The prospectus supplement for any offering of
preferred stock will include some or all of the following terms:
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the title of the preferred stock,
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the maximum number of shares of the series,
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the dividend rate or the method of calculating the dividend, the
date from which dividends will accrue and whether dividends will
be cumulative,
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any liquidation preference,
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any optional redemption provisions,
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any sinking fund or other provisions that would obligate us to
redeem or purchase the preferred stock,
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any terms for the conversion or exchange of the preferred stock
for other securities of us or any other entity,
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any voting rights, and
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any other preferences and relative, participating, optional or
other special rights or any qualifications, limitations or
restrictions on the rights of the shares.
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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 were to determine that a
takeover proposal was not in our best interest, the board could
authorize the issuance of a series of preferred stock containing
class voting rights that would enable the holder or holders of
the series to prevent or make the change of control transaction
more difficult. Alternatively, a change of control transaction
deemed by the board 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 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 actions more difficult:
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acquisition of us by means of a tender offer,
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acquisition of control of us by means of a proxy contest or
otherwise, or
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removal of our incumbent officers and directors.
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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. Members of
our board of directors who were elected at or prior to the 2008
annual meeting of shareholders are assigned to one of three
classes, with directors in each class serving for staggered
three-year terms. However, this classified structure is being
phased out. Beginning at our 2009 annual meeting of
shareholders, all directors are elected to one-year terms. Any
director elected for a longer term before the 2009 annual
meeting of shareholders, including the directors elected at our
2008 annual meeting to serve for terms expiring at our 2011
annual meeting, will hold office for his or her entire term.
Accordingly, all of our directors will be elected annually
beginning at our 2011 annual meeting of shareholders.
No director may be removed except for cause, and, subject to the
voting rights expressly conferred under prescribed conditions to
the 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.
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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 that 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
662/3%
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:
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make nominations in the election of directors,
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propose that a director be removed,
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propose any repeal or change in the bylaws, or
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propose any other business to be brought before an annual or
special meeting of shareholders.
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Under these procedural requirements, a shareholder must deliver
timely notice to our corporate secretary of the nomination or
proposal along with evidence of:
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the shareholders status as a shareholder,
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the number of shares beneficially owned by the shareholder,
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a list of the persons with whom the shareholder is acting in
concert, and
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the number of shares such persons beneficially own.
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To be timely, a shareholder must deliver the notice:
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in connection with an annual meeting of shareholders, not less
than 90 nor more than 180 days prior to the first
anniversary of the date on which the immediately preceding
years 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 first anniversary of the preceding years annual
meeting of shareholders, not earlier than 180 days prior to
the annual meeting and not later than the last to occur of
(i) the 90th day prior to the annual meeting or
(ii) the 10th day following the day on which we first
make public announcement of the date of the annual
meeting, or
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in connection with the nomination of director candidates at a
special meeting of shareholders, generally not less than 40 nor
more than 60 days prior to the date of the special meeting.
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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 shareholders
nominee or proposal will be ineligible and will not be voted on
by our shareholders.
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In connection with a special meeting of shareholders, the only
business that will be conducted is that stated in the notice of
special meeting, or otherwise properly brought before the
meeting by or at the direction of the Chairman of the Meeting or
the board of directors. Shareholders requesting a special
meeting are permitted to make proposals for matters to be
brought before the meeting in their request.
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 actions:
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any breach of the directors duty of loyalty to us or our
shareholders,
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any act or omission not in good faith that constitutes a breach
of duty of the director to the corporation or that involves
intentional misconduct or a knowing violation of law,
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a transaction from which the director received an improper
benefit, regardless of whether or not the benefit resulted from
an action taken within the scope of a directors
duties, and
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an act or omission for which the liability of a director is
expressly provided for by statute.
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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 Organizations Code (TBOC). 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 Section 21.606 of the TBOC. 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
shareholders acquisition of shares in the absence of
certain board of director or shareholder approvals. An
affiliated shareholder of a corporation 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 the outstanding shares of
stock entitled to vote generally in the election of directors.
Section 21.606 may deter any potential unfriendly offers or
other efforts to obtain control of us that are not approved by
our board. This may deprive our 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
to 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 incorporated by
reference as an exhibit to the registration statement of which
this prospectus is a part.
Detachment of Rights; Exercisability. The
rights will attach to all shares of our common stock issued
prior to the release date, and no separate
certificates for the rights will be distributed until the
release date. The release 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
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ten business days following the start of a tender offer or
exchange offer that would result in a persons becoming an
acquiring person.
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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 persons becoming an acquiring
person if the person promptly divests itself of sufficient
common stock.
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, the separate rights
certificates alone 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.
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. If we elect to distribute any
rights by crediting book-entry accounts, such rights will be
credits to the book-entry accounts and separate rights
certificates will not be issued with respect to such rights.
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 or a flip-over event (as defined below). 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 interests 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.
Exchange of Rights. At any time after the
occurrence of a flip-in event, and prior to a persons
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.
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:
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we are acquired by any person in a merger or other business
combination transaction, other than specified mergers that
follow a permitted offer, or
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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
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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 $0.005 per
right, subject to adjustment, 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 $0.005 redemption price.
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.
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.
DESCRIPTION
OF STOCK PURCHASE CONTRACTS AND EQUITY UNITS
We may issue stock purchase contracts, including contracts
obligating holders to purchase from us, and obligating us to
sell to the holders, a specified number of shares of common
stock, preferred stock or other securities at a future date or
dates. We may fix the price and number of securities subject to
the stock purchase contracts at the time we issue the stock
purchase contracts, or we may provide that the price and number
of securities will be determined pursuant to a formula set forth
in the stock purchase contracts. The stock purchase contracts
may be issued separately or as part of units consisting of a
stock purchase contract and our debt securities or debt
obligations of third parties, including U.S. treasury
securities, securing the obligations of the holders of the units
to purchase the securities under the stock purchase contracts.
We refer to these units as equity units. The stock purchase
contracts may require holders to secure their obligations under
the stock purchase contracts in a specified manner. The stock
purchase contracts also may require us to make periodic
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payments to the holders of the equity units or vice versa, and
those payments may be unsecured on some basis.
The applicable prospectus supplement will describe the terms of
the stock purchase contracts or equity units offered by such
prospectus supplement. The description in the prospectus
supplement will not necessarily be complete, and reference will
be made to the stock purchase contracts or equity units, and, if
applicable, collateral or depositary arrangements, relating to
the stock purchase contracts or equity units, which will be
filed with the SEC or otherwise incorporated by reference in our
previous filings each time we issue stock purchase contracts or
equity units. Certain material United States federal income tax
considerations applicable to the equity units and the stock
purchase contracts will also be discussed in the prospectus
supplement.
HOLDING
COMPANY STRUCTURE
We are a holding company that conducts substantially all of our
operations through our subsidiaries. Our only significant assets
are the capital stock of our subsidiaries, and our subsidiaries
generate substantially all of our operating income and cash
flow. As a result, dividends or advances from our subsidiaries
are the principal source of funds necessary to meet our debt
service obligations. Contractual provisions or laws, as well as
our subsidiaries financial condition and operating
requirements, may limit our ability to obtain cash from our
subsidiaries that we may require to pay our debt service
obligations, including payments on the debt securities. In
addition, the debt securities will be effectively subordinated
to all of the liabilities of our subsidiaries with regard to the
assets and earnings of our subsidiaries.
PLAN OF
DISTRIBUTION
We may sell the offered securities in and outside the United
States:
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through underwriters or dealers,
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directly to purchasers, including our affiliates,
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through agents, or
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through a combination of any of these methods.
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The prospectus supplement will include the following information:
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the terms of the offering,
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the names of any underwriters or agents,
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the name or names of any managing underwriter or underwriters,
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the purchase price of the securities,
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the net proceeds to us from the sale of the securities,
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any delayed delivery arrangements,
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any underwriting discounts, commissions and other items
constituting underwriters compensation,
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any initial public offering price,
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any discounts or concessions allowed or reallowed or paid to
dealers, and
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any commissions paid to agents.
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Sale
Through Underwriters or Dealers
If we use underwriters in the sale, the underwriters will
acquire the securities for their own account. The underwriters
may resell the securities from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale. Underwriters
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may offer securities to the public either through underwriting
syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the prospectus supplement, the
obligations of the underwriters to purchase the securities will
be subject to certain conditions, and the underwriters will be
obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to
time any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters, the
underwriters may purchase and sell the securities in the open
market. These transactions may include overallotment and
stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. The
underwriters also may impose a penalty bid, which means that
selling concessions allowed to syndicate members or other
broker-dealers for the offered securities sold for their account
may be reclaimed by the syndicate if the offered securities are
repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or
otherwise affect the market price of the offered securities,
which may be higher than the price that might otherwise prevail
in the open market. If commenced, the underwriters may
discontinue these activities at any time.
If we use dealers in the sale of securities, we may sell the
securities to them as principals. They may then resell those
securities to the public at varying prices determined by the
dealers at the time of resale. The dealers participating in any
sale of the securities may be deemed to be underwriters within
the meaning of the Securities Act of 1933 with respect to any
sale of these securities. We will include in the prospectus
supplement the names of the dealers and the terms of the
transaction.
Direct
Sales and Sales Through Agents
We may sell the securities directly. In that event, no
underwriters or agents would be involved. We may also sell the
securities through agents we designate from time to time. In the
prospectus supplement, we will name any agent involved in the
offer or sale of the offered securities, and we will describe
any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to
use its reasonable best efforts to solicit purchases for the
period of its appointment.
We may sell the securities directly to institutional investors
or others who may be deemed to be underwriters within the
meaning of the Securities Act of 1933 with respect to any sale
of those securities. We will describe the terms of any such
sales in the prospectus supplement.
Delayed
Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The
prospectus supplement will describe the commission payable for
solicitation of those contracts.
Remarketing
We may offer and sell any of the offered securities in
connection with a remarketing upon their purchase, in accordance
with a redemption or repayment by their terms or otherwise by
one or more remarketing firms acting as principals for their own
accounts or as our agents. We will identify any remarketing
firm, the terms of any remarketing agreement and the
compensation to be paid to the remarketing firm in the
prospectus supplement. Remarketing firms may be deemed
underwriters under the Securities Act of 1933.
Derivative
Transactions
We may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those
derivatives, the third parties may sell securities covered by
this prospectus
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and the applicable prospectus supplement, including in short
sale transactions. If so, the third parties may use securities
pledged by us or borrowed from us or others to settle those
sales or to close out any related open borrowings of securities,
and may use securities received from us in settlement of those
derivatives to close out any related open borrowings of
securities. The third parties in these sale transactions will be
underwriters and, if not identified in this prospectus, will be
identified in the applicable prospectus supplement or in a
post-effective amendment to the registration statement of which
this prospectus forms a part.
General
Information
We may have agreements with the remarketing firms, agents,
dealers and underwriters to indemnify them against certain civil
liabilities, including liabilities under the Securities Act of
1933, or to contribute with respect to payments that the agents,
dealers or underwriters may be required to make. Such firms,
agents, dealers and underwriters may be customers of, engage in
transactions with or perform services for us in the ordinary
course of their businesses.
Each series of offered securities will be a new issue, and other
than the common stock, which is listed on the New York Stock
Exchange and the Chicago Stock Exchange, will have no
established trading market. We may elect to list any series of
offered securities on an exchange, but we are not obligated to
do so. It is possible that one or more underwriters may make a
market in a series of offered securities. However, they will not
be obligated to do so and may discontinue market making at any
time without notice. We cannot assure you that a liquid trading
market for any of our offered securities will develop.
LEGAL
MATTERS
The validity of the securities described in this prospectus will
be passed upon for us by Baker Botts L.L.P., Houston, Texas.
Scott E. Rozzell, Esq., our Executive Vice President,
General Counsel and Corporate Secretary, or Rufus S. Scott, our
Senior Vice President, Deputy General Counsel and Assistant
Corporate Secretary, may pass upon other legal matters for us.
Each of Messrs. Rozzell and Scott is the beneficial owner
of less than 1% of our common stock. Any underwriters will be
advised regarding issues relating to any offering by
Dewey & LeBoeuf LLP.
EXPERTS
The consolidated financial statements and the related
consolidated financial statement schedules, incorporated in this
document by reference from our Annual Report on
Form 10-K
for the year ended December 31, 2009, and the effectiveness
of our internal control over financial reporting, have been
audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports,
which are incorporated herein by reference. Such consolidated
financial statements and consolidated financial statement
schedules have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting
and auditing.
23
PROSPECTUS
CenterPoint Energy Houston Electric, LLC
1111 Louisiana
Houston, Texas 77002
(713) 207-1111
CENTERPOINT ENERGY HOUSTON
ELECTRIC, LLC
GENERAL MORTGAGE
BONDS
This prospectus relates to general mortgage bonds that we may
offer from time to time. We will provide additional terms of the
general mortgage bonds in one or more supplements to this
prospectus. You should read this prospectus and the related
prospectus supplement carefully before you invest in the general
mortgage bonds. No person may use this prospectus to offer and
sell the mortgage bonds unless a prospectus supplement
accompanies this prospectus.
Investing in the general mortgage bonds involves risks. See
Risk Factors on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 30, 2010.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement we have
filed with the Securities and Exchange Commission (SEC) using a
shelf registration process. Using this process, we
may offer the general mortgage bonds (mortgage bonds) described
in this prospectus in one or more offerings. Each time we use
this prospectus to offer mortgage bonds, we will file a
supplement to this prospectus with the SEC that will describe
the specific terms of the offering and the mortgage bonds. The
prospectus supplement may also add to, update or change the
information contained in this prospectus. Before you invest, you
should carefully read this prospectus, the applicable prospectus
supplement and the information contained in the documents we
refer to under the heading Where You Can Find More
Information.
You should rely only on the information contained or
incorporated by reference in this prospectus, any prospectus
supplement and any written communication from us or any
underwriter specifying the final terms of a particular offering.
We have not authorized anyone to provide you with different
information. We are not making an offer of these mortgage bonds
in any jurisdiction where the offer is not permitted. You should
not assume that the information contained in this prospectus,
any prospectus supplement or any written communication from us
or any underwriter specifying the final terms of a particular
offering 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.
The Bank of New York Mellon Trust Company, National
Association, in its capacity as trustee for the mortgage bonds,
has not participated in the preparation of this prospectus and
assumes no responsibility for its content.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other
information with the SEC. You may read and copy any document we
file with the SEC at the SECs public reference room
located at 100 F Street, N.E., Washington, D.C.
20549. You may obtain further information regarding the
operation of the SECs public reference room by calling the
SEC at
1-800-SEC-0330.
Our filings are also available to the public on the SECs
Internet site located at
http://www.sec.gov.
You can obtain information about us at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York
10005.
This prospectus, which includes information incorporated by
reference (see Incorporation by Reference below), is
part of a registration statement we have filed with the SEC
relating to the mortgage bonds we may offer. 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 SECs public reference room or through its Internet
site.
INCORPORATION
BY REFERENCE
We are incorporating by reference into this
prospectus certain 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 pursuant to the SECs rules 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
1
(excluding information deemed pursuant to the SECs rules
to be furnished and not filed with the SEC) until all the
mortgage bonds are sold:
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our Annual Report on
Form 10-K
for the year ended December 31, 2009, and
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our Quarterly Reports on
Form 10-Q
for the periods ended March 31, 2010 and June 30, 2010.
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You may also obtain a copy of our filings with the SEC at no
cost by writing to or telephoning us at the following address:
CenterPoint Energy Houston Electric, LLC
c/o CenterPoint
Energy, Inc.
Attn: Investor Relations
P.O. Box 4567
Houston, Texas
77210-4567
(713) 207-6500
ABOUT
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
We provide electric transmission and distribution services to
retail electric providers (REPs) serving over 2 million
metered customers in a 5,000-square mile area of the Texas Gulf
Coast that has a population of approximately 5.7 million
people and includes the city of Houston. We are an indirect
wholly owned subsidiary of CenterPoint Energy, Inc. (CenterPoint
Energy), a public utility holding company.
Our principal executive offices are located at 1111 Louisiana,
Houston, Texas 77002 (telephone number:
(713) 207-1111).
RISK
FACTORS
Our business is influenced by many factors that are difficult to
predict and that involve uncertainties that may materially
affect actual operating results, cash flows and financial
condition. These risk factors include those described as such in
the documents that are incorporated by reference in this
prospectus (which risk factors are incorporated herein by
reference), and could include additional uncertainties not
presently known to us or that we currently do not consider
material. Before making an investment decision, you should
carefully consider these risks as well as any other information
we include or incorporate by reference in this prospectus or
include in any applicable prospectus supplement.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
In this prospectus, including the information we incorporate by
reference, 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. You can generally 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
managements 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.
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The following are some of the factors that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements:
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the resolution of the
true-up
proceedings, including, in particular, the results of appeals to
the Texas Supreme Court regarding rulings obtained to date,
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state and federal legislative and regulatory actions or
developments relating to the environment, including those
related to global climate change,
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other state and federal legislative and regulatory actions or
developments affecting various aspects of our business,
including, among others, energy deregulation or re-regulation,
health care reform and financial reform,
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timely and appropriate rate actions and increases, allowing
recovery of costs and a reasonable return on investment,
including, without limitation, the outcome of the application to
change rates we submitted to the Public Utility Commission of
Texas in June 2010,
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the timing and outcome of any audits, disputes or other
proceedings relating to taxes,
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problems with construction, implementation of necessary
technology or other issues with respect to major capital
projects that result in delays or in cost overruns that cannot
be recouped in rates,
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industrial, commercial and residential growth in our service
territory and changes in market demand, including the effects of
energy efficiency measures, and demographic patterns,
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weather variations and other natural phenomena,
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the impact of unplanned facility outages,
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timely and appropriate regulatory actions allowing
securitization or other recovery of costs associated with any
future hurricanes or natural disasters,
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changes in interest rates or rates of inflation,
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commercial bank and financial market conditions, our access to
capital, the cost of such capital, and the results of our
financing and refinancing efforts, including availability of
funds in the debt capital markets,
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actions by rating agencies,
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non-payment for our services due to financial distress of our
customers,
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the ability of RRI Energy, Inc. (formerly known as Reliant
Energy, Inc. and Reliant Resources, Inc.) and its subsidiaries
to satisfy their obligations to us, including indemnity
obligations,
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the ability of retail electric providers, and particularly our
two largest customers, which are subsidiaries of NRG Retail LLC
and TXU Energy Retail Company LLC, to satisfy their obligations
to us and our subsidiaries,
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the outcome of litigation brought by or against us,
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our ability to control costs,
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the investment performance of CenterPoint Energys pension
and postretirement benefit plans,
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our potential business strategies, including restructurings,
acquisitions or dispositions of assets or businesses, which we
cannot assure will be completed or will have the anticipated
benefits to us,
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acquisition and merger activities involving our parent or our
competitors, and
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other factors we discuss in Risk Factors in
Item 1A of Part II of our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2010 and other reports we
file from time to time with the SEC that are incorporated herein
by reference.
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You should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the
date of the particular statement.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed
charges for each of the periods indicated. The ratios were
calculated pursuant to applicable rules of the SEC.
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Six Months
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Ended
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Year Ended December 31,
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June 30,
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2005
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2006
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2007
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2008
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2009
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2010
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Ratio of earnings to fixed charges
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1.99
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2.62
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2.61
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2.32
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2.05
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1.95
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We do not believe that the ratio for the six-month period is
necessarily indicative of the ratios for the twelve-month
periods due to the seasonal nature of our business. |
USE OF
PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we
anticipate using any net proceeds from the sale of the mortgage
bonds offered by this prospectus for general corporate purposes.
These purposes may include, but are not limited to:
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working capital,
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capital expenditures,
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acquisitions, and
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the repayment or refinancing of debt.
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Pending any specific application, we may initially invest funds
in short-term marketable securities, loan funds to affiliates or
apply them to the reduction of short-term indebtedness or debt
under our revolving credit facility.
DESCRIPTION
OF OUR GENERAL MORTGAGE BONDS
The mortgage bonds that we may offer from time to time by this
prospectus will be issued under our General Mortgage Indenture
dated as of October 10, 2002, as amended and supplemented
(the mortgage indenture), with The Bank of New York Mellon
Trust Company, National Association (successor in trust to
JPMorgan Chase Bank), as trustee. We have incorporated by
reference the mortgage indenture as an exhibit to the
registration statement of which this prospectus is a part. The
particular terms of any series of our mortgage bonds and the
material provisions of the mortgage indenture will be described
in the applicable prospectus supplement.
PLAN OF
DISTRIBUTION
We may sell the offered mortgage bonds in and outside the United
States:
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through underwriters or dealers,
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directly to purchasers, including our affiliates,
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through agents, or
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through a combination of any of these methods.
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The prospectus supplement will include the following information:
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the terms of the offering,
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the names of any underwriters or agents,
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the name or names of any managing underwriter or underwriters,
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the purchase price of the mortgage bonds,
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the net proceeds to us from the sale of the mortgage bonds,
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any delayed delivery arrangements,
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any underwriting discounts, commissions and other items
constituting underwriters compensation,
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any initial public offering price,
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any discounts or concessions allowed or reallowed or paid to
dealers, and
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any commissions paid to agents.
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Sale
Through Underwriters or Dealers
If we use underwriters in the sale, the underwriters will
acquire the mortgage bonds for their own account. The
underwriters may resell the mortgage bonds from time to time in
one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at
the time of sale. Underwriters may offer mortgage bonds to the
public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms
acting as underwriters. Unless we inform you otherwise in the
prospectus supplement, the obligations of the underwriters to
purchase the mortgage bonds will be subject to certain
conditions, and the underwriters will be obligated to purchase
all the offered mortgage bonds if they purchase any of them. The
underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers.
During and after an offering through underwriters, the
underwriters may purchase and sell the mortgage bonds in the
open market. These transactions may include overallotment and
stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. The
underwriters also may impose a penalty bid, which means that
selling concessions allowed to syndicate members or other
broker-dealers for the offered mortgage bonds sold for their
account may be reclaimed by the syndicate if the offered
mortgage bonds are repurchased by the syndicate in stabilizing
or covering transactions. These activities may stabilize,
maintain or otherwise affect the market price of the offered
mortgage bonds, which may be higher than the price that might
otherwise prevail in the open market. If commenced, the
underwriters may discontinue these activities at any time.
If we use dealers in the sale of mortgage bonds, we may sell the
mortgage bonds to them as principals. They may then resell those
mortgage bonds to the public at varying prices determined by the
dealers at the time of resale. The dealers participating in any
sale of the mortgage bonds may be deemed to be underwriters
within the meaning of the Securities Act of 1933 with respect to
any sale of these mortgage bonds. We will include in the
prospectus supplement the names of the dealers and the terms of
the transaction.
Direct
Sales and Sales Through Agents
We may sell the mortgage bonds directly. In that event, no
underwriters or agents would be involved. We may also sell the
mortgage bonds through agents we designate from time to time. In
the prospectus supplement, we will name any agent involved in
the offer or sale of the offered mortgage bonds, and we will
describe any commissions payable by us to the agent. Unless we
inform you otherwise in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit
purchases for the period of its appointment.
We may sell the mortgage bonds directly to institutional
investors or others who may be deemed to be underwriters within
the meaning of the Securities Act of 1933 with respect to any
sale of those mortgage bonds. We will describe the terms of any
such sales in the prospectus supplement.
5
Delayed
Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase mortgage bonds from us at the
public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The
prospectus supplement will describe the commission payable for
solicitation of those contracts.
Remarketing
We may offer and sell any of the offered mortgage bonds in
connection with a remarketing upon their purchase, in accordance
with a redemption or repayment by their terms or otherwise by
one or more remarketing firms acting as principals for their own
accounts or as our agents. We will identify any remarketing
firm, the terms of any remarketing agreement and the
compensation to be paid to the remarketing firm in the
prospectus supplement. Remarketing firms may be deemed
underwriters under the Securities Act of 1933.
Derivative
Transactions
We may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those
derivatives, the third parties may sell mortgage bonds covered
by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third parties
may use securities pledged by us or borrowed from us or others
to settle those sales or to close out any related open
borrowings of securities, and may use securities received from
us in settlement of those derivatives to close out any related
open borrowings of securities. The third parties in these sale
transactions will be underwriters and, if not identified in this
prospectus, will be identified in the applicable prospectus
supplement or in a post-effective amendment to the registration
statement of which this prospectus forms a part.
General
Information
We may have agreements with the remarketing firms, agents,
dealers and underwriters to indemnify them against certain civil
liabilities, including liabilities under the Securities Act of
1933, or to contribute with respect to payments that the agents,
dealers or underwriters may be required to make. Such firms,
agents, dealers and underwriters may be customers of, engage in
transactions with or perform services for us in the ordinary
course of their businesses.
Each series of offered mortgage bonds will be a new issue and
will have no established trading market. We may elect to list
any series of offered mortgage bonds on an exchange, but we are
not obligated to do so. It is possible that one or more
underwriters may make a market in a series of offered mortgage
bonds. However, they will not be obligated to do so and may
discontinue market making at any time without notice. We cannot
assure you that a liquid trading market for any of our offered
mortgage bonds will develop.
LEGAL
MATTERS
The validity of the mortgage bonds described in this prospectus
will be passed upon for us by Baker Botts L.L.P., Houston,
Texas. Scott E. Rozzell, Esq., our Executive Vice
President, General Counsel and Corporate Secretary, or Rufus S.
Scott, our Senior Vice President, Deputy General Counsel and
Assistant Corporate Secretary, may pass upon other legal matters
for us. Each of Messrs. Rozzell and Scott is the beneficial
owner of less than 1% of CenterPoint Energys common stock.
Any underwriters will be advised regarding issues relating to
any offering by Dewey & LeBoeuf LLP.
6
EXPERTS
The consolidated financial statements and the related
consolidated financial statement schedules, incorporated in this
document by reference from our Annual Report on
Form 10-K
for the year ended December 31, 2009 have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports, which are
incorporated herein by reference. Such consolidated financial
statements and consolidated financial statement schedules have
been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
7
PROSPECTUS
CenterPoint Energy Resources Corp.
1111 Louisiana
Houston, Texas 77002
(713) 207-1111
CENTERPOINT ENERGY RESOURCES
CORP.
SENIOR DEBT
SECURITIES
This prospectus relates to senior debt securities that we may
offer from time to time. We will provide additional terms of the
senior debt securities in one or more supplements to this
prospectus. You should read this prospectus and the related
prospectus supplement carefully before you invest in the senior
debt securities. No person may use this prospectus to offer and
sell the senior debt securities unless a prospectus supplement
accompanies this prospectus.
Investing in the senior debt securities involves risks. See
Risk Factors on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 30, 2010.
TABLE OF
CONTENTS
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1
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1
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2
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2
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2
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4
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4
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4
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13
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15
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15
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ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement we have
filed with the Securities and Exchange Commission (SEC) using a
shelf registration process. Using this process, we
may offer the senior debt securities described in this
prospectus (debt securities) in one or more offerings. Each time
we use this prospectus to offer debt securities, we will file a
supplement to this prospectus with the SEC that will describe
the specific terms of the offering and the debt securities. The
prospectus supplement may also add to, update or change the
information contained in this prospectus. Before you invest, you
should carefully read this prospectus, the applicable prospectus
supplement and the information contained in the documents we
refer to under the heading Where You Can Find More
Information.
You should rely only on the information contained or
incorporated by reference in this prospectus, any prospectus
supplement and any written communication from us or any
underwriter specifying the final terms of a particular offering.
We have not authorized anyone to provide you with different
information. We are not making an offer of these debt securities
in any jurisdiction where the offer is not permitted. You should
not assume that the information contained in this prospectus,
any prospectus supplement or any written communication from us
or any underwriter specifying the final terms of a particular
offering 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.
References in this prospectus to the terms we,
us, our or other similar terms mean
CenterPoint Energy Resources Corp. and its subsidiaries, and
references to CenterPoint Energy mean our indirect
parent, CenterPoint Energy, Inc., unless the context clearly
indicates otherwise.
The Bank of New York Mellon Trust Company, National
Association, in its capacity as trustee for the debt securities,
has not participated in the preparation of this prospectus and
assumes no responsibility for its content.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other
information with the SEC. You may read and copy any document we
file with the SEC at the SECs public reference room
located at 100 F Street, N.E., Washington, D.C.
20549. You may obtain further information regarding the
operation of the SECs public reference room by calling the
SEC at
1-800-SEC-0330.
Our filings are also available to the public on the SECs
Internet site located at
http://www.sec.gov.
You can obtain information about us at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York
10005.
This prospectus, which includes information incorporated by
reference (see Incorporation by Reference below), is
part of a registration statement we have filed with the SEC
relating to the debt securities we may offer. 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 SECs public reference room or through its Internet
site.
INCORPORATION
BY REFERENCE
We are incorporating by reference into this
prospectus certain 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 pursuant to the SECs rules to be
furnished to and not filed with the SEC) will automatically
update and supersede information previously included.
1
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
pursuant to the SECs rules to be furnished and not filed
with the SEC) until all the debt securities are sold:
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our Annual Report on
Form 10-K
for the year ended December 31, 2009, and
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our Quarterly Reports on
Form 10-Q
for the periods ended March 31, 2010 and June 30, 2010.
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You may also obtain a copy of our filings with the SEC at no
cost by writing to or telephoning us at the following address:
CenterPoint Energy Resources Corp.
c/o CenterPoint
Energy, Inc.
Attn: Investor Relations
P.O. Box 4567
Houston, Texas
77210-4567
(713) 207-6500
ABOUT
CENTERPOINT ENERGY RESOURCES CORP.
We own and operate natural gas distribution systems in six
states. Subsidiaries of ours own interstate natural gas
pipelines and gas gathering systems and provide various
ancillary services. A wholly owned subsidiary of ours offers
variable and fixed-price physical natural gas supplies primarily
to commercial and industrial customers and electric and gas
utilities. We are an indirect wholly owned subsidiary of
CenterPoint Energy, a public utility holding company.
Our principal executive offices are located at 1111 Louisiana,
Houston, Texas 77002 (telephone number:
713-207-1111).
RISK
FACTORS
Our businesses are influenced by many factors that are difficult
to predict and that involve uncertainties that may materially
affect actual operating results, cash flows and financial
condition. These risk factors include those described as such in
the documents that are incorporated by reference in this
prospectus (which risk factors are incorporated herein by
reference), and could include additional uncertainties not
presently known to us or that we currently do not consider
material. Before making an investment decision, you should
carefully consider these risks as well as any other information
we include or incorporate by reference in this prospectus or
include in any applicable prospectus supplement.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
In this prospectus, including the information we incorporate by
reference, 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. You can generally 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
managements 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.
2
The following are some of the factors that could cause actual
results to differ materially from those expressed or implied in
forward-looking statements:
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state and federal legislative and regulatory actions or
developments relating to the environment, including those
related to global climate change,
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other state and federal legislative and regulatory actions or
developments affecting various aspects of our business,
including, among others, energy deregulation or re-regulation,
health care reform and financial reform,
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timely and appropriate rate actions and increases, allowing
recovery of costs and a reasonable return on investment,
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the timing and outcome of any audits, disputes or other
proceedings relating to taxes,
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problems with construction, implementation of necessary
technology or other issues with respect to major capital
projects that result in delays or in cost overruns that cannot
be recouped in rates,
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industrial, commercial and residential growth in our service
territory and changes in market demand, including the effects of
energy efficiency measures, and demographic patterns,
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the timing and extent of changes in commodity prices,
particularly natural gas and natural gas liquids,
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the timing and extent of changes in the supply of natural gas,
including supplies available for gathering by our field services
business and transport by our interstate pipelines,
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the timing and extent of changes in natural gas basis
differentials,
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weather variations and other natural phenomena,
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the impact of unplanned facility outages,
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changes in interest rates or rates of inflation,
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commercial bank and financial market conditions, our access to
capital, the cost of such capital, and the results of our
financing and refinancing efforts, including availability of
funds in the debt capital markets,
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actions by rating agencies,
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effectiveness of our risk management activities,
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inability of various counterparties to meet their obligations to
us,
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non-payment for our services due to financial distress of our
customers,
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the ability of RRI Energy, Inc. (formerly known as Reliant
Energy, Inc. and Reliant Resources, Inc.) and its subsidiaries
to satisfy their obligations to us, including indemnity
obligations, or in connection with the contractual arrangements
pursuant to which we are their guarantor,
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the outcome of litigation brought by or against us,
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our ability to control costs,
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the investment performance of CenterPoint Energys pension
and postretirement benefit plans,
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our potential business strategies, including restructurings,
acquisitions or dispositions of assets or businesses, which we
cannot assure will be completed or will have the anticipated
benefits to us,
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acquisition and merger activities involving our parent or our
competitors, and
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other factors we discuss in Risk Factors in
Item 1A of Part II of our Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2010 and other reports we
file from time to time with the SEC that are incorporated herein
by reference.
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3
You should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the
date of the particular statement.
RATIOS OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings to fixed
charges for each of the periods indicated. The ratios were
calculated pursuant to applicable rules of the SEC.
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Six Months
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Ended
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Year Ended December 31,
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June 30,
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2005
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2006
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2007
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2008
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2009
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2010
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Ratio of earnings to fixed charges
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2.61
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2.64
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3.04
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3.30
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2.63
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3.24
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(1)
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(1) |
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We do not believe that the ratio for the six-month period is
necessarily indicative of the ratios for the twelve-month
periods due to the seasonal nature of our business. |
USE OF
PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we
anticipate using any net proceeds from the sale of the debt
securities offered by this prospectus for general corporate
purposes. These purposes may include, but are not limited to:
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working capital,
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capital expenditures,
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acquisitions,
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the repayment or refinancing of debt, and
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loans or advances to subsidiaries.
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Pending any specific application, we may initially invest funds
in short-term marketable securities, loan funds to affiliates or
apply them to the reduction of short-term indebtedness,
commercial paper or debt under our revolving credit facility.
DESCRIPTION
OF OUR SENIOR DEBT SECURITIES
The debt securities offered by this prospectus will be issued
under an indenture, dated as of February 1, 1998, as
supplemented, between us and The Bank of New York Mellon
Trust Company, National Association (successor to JPMorgan
Chase Bank, National Association), as trustee. We have
incorporated by reference the indenture as an exhibit to the
registration statement of which this prospectus is a part. We
have summarized selected provisions of the indenture and the
debt securities below. This summary is not complete and is
qualified in its entirety by reference to the indenture.
References to section numbers in this prospectus, unless
otherwise indicated, are references to section numbers of the
indenture. For purposes of this summary, the terms
we, our, ours, and
us refer only to CenterPoint Energy Resources Corp.
and not to any of our subsidiaries.
We may issue debt securities from time to time in one or more
series under the indenture. There is no limitation on the amount
of debt securities we may issue under the indenture. We will
describe the particular terms of each series of debt securities
we offer in a supplement to this prospectus. The terms of our
debt securities will include those set forth in the indenture
and those made a part of the indenture by the
Trust Indenture Act of 1939. You should carefully read the
summary below, the applicable prospectus supplement and the
provisions of the indenture that may be important to you before
investing in our debt securities.
4
Ranking
The debt securities offered by this prospectus will:
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be general unsecured obligations,
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rank equally in right of payment with all of our other existing
and future unsecured and unsubordinated indebtedness, and
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with respect to the assets and earnings of our subsidiaries,
structurally rank below all of the liabilities of our
subsidiaries.
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Subject to the exceptions, and subject to compliance with the
applicable requirements, set forth in the indenture, we may
discharge our obligations under the indenture with respect to
our debt securities as described below under
Defeasance.
Terms
We may issue debt securities in separate series from time to
time under the indenture. The total principal amount of debt
securities that may be issued under the indenture is unlimited.
We may limit the maximum total principal amount for the debt
securities of any series. However, any limit may be increased by
resolution of our board of directors. (Section 301) We
will establish the terms of each series of debt securities,
which may not be inconsistent with the indenture, in a
supplemental indenture.
We will describe the specific terms of the series of debt
securities being offered in a supplement to this prospectus.
These terms will include some or all of the following:
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the title of the debt securities,
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any limit on the total principal amount of the debt securities
of the series,
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the date or dates on which the principal of the debt securities
will be payable or the method used to determine or extend those
dates,
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any interest rate on the debt securities, any date from which
interest will accrue, any interest payment dates and regular
record dates for interest payments, or the method used to
determine any of the foregoing, and the basis for calculating
interest if other than a
360-day year
of twelve
30-day
months,
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the place or places where payments on the debt securities will
be payable, the debt securities may be presented for
registration of transfer or exchange, and notices and demands to
or upon us relating to the debt securities may be made,
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any provisions that would allow or obligate us to redeem or
purchase the debt securities prior to their maturity,
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the denominations in which we will issue the debt securities, if
other than denominations of an integral multiple of $1,000,
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any provisions that would determine payments on the debt
securities by reference to an index or a formula,
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any foreign currency, currencies or currency units in which
payments on the debt securities will be payable and the manner
for determining the equivalent amount in $U.S.,
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any provisions for payments on the debt securities in one or
more currencies or currency units other than those in which the
debt securities are stated to be payable,
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the percentage of the principal amount at which the debt
securities will be issued and the portion of the principal
amount of the debt securities that will be payable if the
maturity of the debt securities is accelerated, if other than
the entire principal amount,
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if the principal amount to be paid at the stated maturity of the
debt securities is not determinable as of one or more dates
prior to the stated maturity, the amount that will be deemed to
be the principal amount as of any such date for any purpose,
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any variation of the defeasance and covenant defeasance sections
of the indenture and the manner in which our election to defease
the debt securities will be evidenced, if other than by a board
resolution,
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whether we will issue the debt securities in the form of
temporary or permanent global securities, the depositories for
the global securities, and provisions for exchanging or
transferring the global securities,
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whether the interest rate of the debt securities may be reset,
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whether the stated maturity of the debt securities may be
extended,
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any addition to or change in the events of default for the debt
securities and any change in the right of the trustee or the
holders of the debt securities to declare the principal amount
of the debt securities due and payable,
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any addition to or change in the covenants in the indenture,
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any additions or changes to the indenture necessary to issue the
debt securities in bearer form, registrable or not registrable
as to principal, and with or without interest coupons,
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the appointment of any paying agents for the debt securities, if
other than the trustee,
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the terms of any right to convert or exchange the debt
securities into any other securities or property,
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the terms and conditions, if any, pursuant to which the debt
securities may be secured,
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any restriction or condition on the transferability of the debt
securities, and
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any other terms of the debt securities consistent with the
indenture. (Section 301)
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We may sell the debt securities, including original issue
discount securities, at a substantial discount below their
stated principal amount. If there are any special United States
federal income tax considerations applicable to debt securities
we sell at an original issue discount, we will describe them in
the prospectus supplement. In addition, we will describe in the
prospectus supplement any special United States federal income
tax considerations and any other special considerations for any
debt securities we sell which are denominated in a currency or
currency unit other than $U.S.
Form,
Exchange and Transfer
We will issue the debt securities in registered form, without
coupons. Unless we inform you otherwise in the prospectus
supplement, we will only issue debt securities in denominations
of integral multiples of $1,000. (Section 302)
Holders generally will be able to exchange debt securities for
other debt securities of the same series with the same total
principal amount and the same terms but in different authorized
denominations. (Section 305)
Holders may present debt securities for exchange or for
registration of transfer at the office of the security registrar
or at the office of any transfer agent we designate for that
purpose. The security registrar or designated transfer agent
will exchange or transfer the debt securities if it is satisfied
with the documents of title and identity of the person making
the request. We will not charge a service charge for any
exchange or registration of transfer of debt securities.
However, we may require payment of a sum sufficient to cover any
tax or other governmental charge payable for the registration of
transfer or exchange. Unless we inform you otherwise in the
prospectus
6
supplement, we will appoint the trustee as security registrar.
We will identify any transfer agent in addition to the security
registrar in the prospectus supplement.
(Section 305) At any time we may:
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designate additional transfer agents,
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rescind the designation of any transfer agent, or
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approve a change in the office of any transfer agent.
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However, we are required to maintain a transfer agent in each
place of payment for the debt securities at all times.
(Sections 305 and 1002)
If we elect to redeem a series of debt securities, neither we
nor the trustee will be required:
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to issue, register the transfer of or exchange any debt
securities of that series during the period beginning at the
opening of business 15 days before the day we mail the
notice of redemption for the series and ending at the close of
business on the day the notice is mailed, or
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to register the transfer or exchange of any debt security of
that series if we have so selected the series for redemption, in
whole or in part, except for the unredeemed portion of the
series. (Section 305)
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Book-Entry
We may issue the debt securities of a series in the form of one
or more global debt securities that would be deposited with a
depositary or its nominee identified in the prospectus
supplement. We may issue global debt securities in either
temporary or permanent form. We will describe in the prospectus
supplement the terms of any depositary arrangement and the
rights and limitations of owners of beneficial interests in any
global debt security.
Payment
and Paying Agents
Under the indenture, we will pay interest on the debt securities
to the persons in whose names the debt securities are registered
at the close of business on the regular record date for each
interest payment. However, unless we inform you otherwise in the
prospectus supplement, we will pay the interest payable on the
debt securities at their stated maturity to the persons to whom
we pay the principal amount of the debt securities. The initial
payment of interest on any series of debt securities issued
between a regular record date and the related interest payment
date will be payable in the manner provided by the terms of the
series, which we will describe in the prospectus supplement.
(Section 307)
Unless we inform you otherwise in the prospectus supplement, we
will pay principal, premium, if any, and interest on the debt
securities at the offices of the paying agents we designate.
However, except in the case of a global security, we may pay
interest by:
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check mailed to the address of the person entitled to the
payment as it appears in the security register, or
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by wire transfer in immediately available funds to the place and
account designated in writing by the person entitled to the
payment as specified in the security register.
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We will designate the trustee as the sole paying agent for the
debt securities unless we inform you otherwise in the prospectus
supplement. If we initially designate any other paying agents
for a series of debt securities, we will identify them in the
prospectus supplement. At any time, we may designate additional
paying agents or rescind the designation of any paying agents.
However, we are required to maintain a paying agent in each
place of payment for the debt securities at all times.
(Sections 307 and 1002)
Any money deposited with the trustee or any paying agent for the
payment of principal, premium, if any, and interest on the debt
securities that remains unclaimed for two years after the date
the payments became due, may be repaid to us upon our request.
After we have been repaid, holders entitled to those payments
may only look to us for payment as our unsecured general
creditors. The trustee and any paying agents will not be liable
for those payments after we have been repaid. (Section 1003)
7
Restrictive
Covenants
We will describe any restrictive covenants for any series of
debt securities in the prospectus supplement.
Consolidation,
Merger and Sale of Assets
Under the indenture, we may not consolidate with or merge into,
or convey, transfer or lease our properties and assets
substantially as an entirety, to any person, referred to as a
successor person, and we may not permit any person
to consolidate with or merge into, or convey, transfer or lease
its properties and assets substantially as an entirety to us,
unless:
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the successor person is a corporation, partnership, trust or
other entity organized and validly existing under the laws of
the United States of America or any state thereof or the
District of Columbia,
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the successor person expressly assumes our obligations with
respect to the debt securities and the indenture,
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immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time or
both, would become an event of default, would occur and be
continuing, and
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we have delivered to the trustee the certificates and opinions
required under the indenture. (Section 801)
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As used in the indenture, the term corporation means
a corporation, association, company, joint-stock company or
business trust.
Events of
Default
Unless we inform you otherwise in the prospectus supplement,
each of the following will be an event of default under the
indenture for a series of debt securities:
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our failure to pay principal or premium, if any, on that series
when due, including at maturity or upon redemption,
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our failure to pay any interest on that series for 30 days
after the interest becomes due,
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our failure to deposit any sinking fund payment relating to that
series when due,
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our failure to perform, or our breach in any material respect
of, any other covenant or warranty in the indenture, other than
a covenant or warranty included in the indenture solely for the
benefit of another series of debt securities issued under the
indenture, for 90 days after either the trustee or holders
of at least 25% in principal amount of the outstanding debt
securities of that series have given us written notice of the
breach in the manner required by the indenture,
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specified events involving our bankruptcy, insolvency or
reorganization, and
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any other event of default we may provide for that series,
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provided, however, that no event described in the fourth, fifth
or sixth bullet points above will be an event of default until
an officer of the trustee, assigned to and working in the
trustees corporate trust department, has actual knowledge
of the event or until the trustee receives written notice of the
event at its corporate trust office, and the notice refers to
the debt securities generally, us or the indenture.
(Section 501)
If an event of default for a series of debt securities occurs
and is continuing, either the trustee or the holders of at least
25% in principal amount of the outstanding debt securities of
that series may declare the principal amount of all the debt
securities of that series due and immediately payable. In order
to declare the principal amount of that series of debt
securities due and immediately payable, the trustee or the
holders must deliver a notice that satisfies the requirements of
the indenture. Upon a declaration by the trustee or the holders,
we will be obligated to pay the principal amount of the series
of debt securities.
8
The right described in the preceding paragraph does not apply if:
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an event of default described in the fifth bullet point above
occurs, or
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an event of default described in the fourth or sixth bullet
points above that applies to all outstanding debt securities
occurs.
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If any of these events of default occurs and is continuing,
either the trustee or holders of at least 25% in principal
amount of all of the debt securities then outstanding, treated
as one class, may declare the principal amount of all of the
debt securities then outstanding to be due and payable
immediately. In order to declare the principal amount of the
debt securities due and immediately payable, the trustee or the
holders must deliver a notice that satisfies the requirements of
the indenture. Upon a declaration by the trustee or the holders,
we will be obligated to pay the principal amount of the debt
securities.
However, after any declaration of acceleration of a series of
debt securities, but before a judgment or decree for payment has
been obtained, the holders of a majority in principal amount of
the outstanding debt securities of that series may rescind and
annul the declaration of acceleration if:
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we have paid or deposited with the trustee a sum sufficient to
pay:
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all overdue interest,
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the principal and premium, if any, due otherwise than by the
declaration of acceleration and any interest on such amounts,
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any interest on overdue interest, to the extent legally
permitted, and
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all amounts due to the trustee under the indenture, and
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all events of default with respect to that series of debt
securities, other than the nonpayment of the principal which
became due solely by virtue of the declaration of acceleration,
have been cured or waived. (Section 502)
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If an event of default occurs and is continuing, the trustee
will generally have no obligation to exercise any of its rights
or powers under the indenture at the request or direction of any
of the holders, unless the holders offer reasonable indemnity to
the trustee. (Section 603) The holders of a majority
in principal amount of the outstanding debt securities of any
series will generally have the right to direct the time, method
and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power conferred on the
trustee for the debt securities of that series, provided that:
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the direction is not in conflict with any law or the indenture,
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the trustee may take any other action it deems proper which is
not inconsistent with the direction, and
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the trustee will generally have the right to decline to follow
the direction if an officer of the trustee determines, in good
faith, that the proceeding would involve the trustee in personal
liability or would otherwise be contrary to applicable law.
(Section 512)
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A holder of a debt security of any series may only pursue a
remedy under the indenture if:
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the holder gives the trustee written notice of a continuing
event of default for that series,
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holders of at least 25% in principal amount of the outstanding
debt securities of that series make a written request to the
trustee to institute proceedings with respect to the event of
default,
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the holders offer reasonable indemnity to the trustee,
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the trustee fails to pursue that remedy within 60 days
after receipt of the notice, request and offer of
indemnity, and
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during that
60-day
period, the holders of a majority in principal amount of the
debt securities of that series do not give the trustee a
direction inconsistent with the request. (Section 507)
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9
However, these limitations do not apply to a suit by a holder of
a debt security demanding payment of the principal, premium, if
any, or interest on a debt security on or after the date the
payment is due. (Section 508)
We will be required to furnish to the trustee annually a
statement by some of our officers regarding our performance or
observance of any of the terms of the indenture and specifying
all of our known defaults, if any. (Section 1004)
Modification
and Waiver
We may enter into one or more supplemental indentures with the
trustee without the consent of the holders of the debt
securities in order to:
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evidence the succession of another corporation to us, or
successive successions and the assumption of our covenants,
agreements and obligations by a successor,
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add to our covenants for the benefit of the holders of any
series of debt securities or to surrender any of our rights or
powers,
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add events of default for any series of debt securities,
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add to or change any provisions of the indenture to the extent
necessary to issue debt securities in bearer form,
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add to, change or eliminate any provision of the indenture
applying to one or more series of debt securities, provided that
if such action adversely affects the interests of any holder of
any series of debt securities, the addition, change or
elimination will become effective with respect to that series
only when no security of that series remains outstanding,
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convey, transfer, assign, mortgage or pledge any property to or
with the trustee or surrender any right or power conferred upon
us by the indenture,
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establish the form or terms of any series of debt securities,
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provide for uncertificated securities in addition to
certificated securities,
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evidence and provide for successor trustees or add or change any
provisions to the extent necessary to appoint a separate trustee
or trustees for a specific series of debt securities,
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correct any ambiguity, defect or inconsistency under the
indenture, provided that such action does not adversely affect
the interests of the holders of any series of debt securities,
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supplement any provisions of the indenture necessary to defease
and discharge any series of debt securities, provided that such
action does not adversely affect the interests of the holders of
any series of debt securities,
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comply with the rules or regulations of any securities exchange
or automated quotation system on which any debt securities are
listed or traded, or
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add, change or eliminate any provisions of the indenture in
accordance with any amendments to the Trust Indenture Act
of 1939, provided that the action does not adversely affect the
rights or interests of any holder of debt securities.
(Section 901)
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We may enter into one or more supplemental indentures with the
trustee in order to add to, change or eliminate provisions of
the indenture or to modify the rights of the holders of one or
more series of debt securities if we obtain the consent of the
holders of a majority in principal amount of the outstanding
debt securities of each series affected by the supplemental
indenture, treated as one class. However, without the
10
consent of the holders of each outstanding debt security
affected by the supplemental indenture, we may not enter into a
supplemental indenture that:
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changes the stated maturity of the principal of, or any
installment of principal of or interest on, any debt security,
except to the extent permitted by the indenture,
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reduces the principal amount of, or any premium or interest on,
any debt security,
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reduces the amount of principal of an original issue discount
security or any other debt security payable upon acceleration of
the maturity thereof,
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changes the place or currency of payment of principal, premium,
if any, or interest,
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impairs the right to institute suit for the enforcement of any
payment on any debt security,
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reduces the percentage in principal amount of outstanding debt
securities of any series, the consent of whose holders is
required for modification of the indenture, for waiver of
compliance with certain provisions of the indenture or for
waiver of certain defaults,
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makes certain modifications to the provisions for modification
of the indenture and for certain waivers, except to increase the
principal amount of debt securities necessary to consent to any
such change,
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makes any change that adversely affects the right to convert or
exchange any debt security or decreases the conversion or
exchange rate or increases the conversion price of any
convertible or exchangeable debt security, or
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changes the terms and conditions pursuant to which any series of
debt securities is secured in a manner adverse to the holders of
the debt securities. (Section 902)
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Holders of a majority in principal amount of the outstanding
debt securities of any series may waive past defaults or
noncompliance with restrictive provisions of the indenture.
However, such holders of a majority in principal amount may not
waive, and consequently, the consent of holders of each
outstanding debt security of a series would be required to:
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waive any default in the payment of principal, premium, if any,
or interest, or
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waive any covenants and provisions of the indenture that may not
be amended without the consent of the holder of each outstanding
debt security of the series affected. (Sections 513 and
1006)
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In order to determine whether the holders of the requisite
principal amount of the outstanding debt securities have taken
an action under the indenture as of a specified date:
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the principal amount of an original issue discount
security that will be deemed to be outstanding will be the
amount of the principal that would be due and payable as of that
date upon acceleration of the maturity to that date,
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if, as of that date, the principal amount payable at the stated
maturity of a debt security is not determinable, for example,
because it is based on an index, the principal amount of the
debt security deemed to be outstanding as of that date will be
an amount determined in the manner prescribed for the debt
security,
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the principal amount of a debt security denominated in one or
more foreign currencies or currency units that will be deemed to
be outstanding will be the $U.S. equivalent, determined as
of that date in the manner prescribed for the debt security, of
the principal amount of the debt security or, in the case of a
debt security described in the two preceding bullet points, of
the amount described above, and
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debt securities owned by us or any other obligor upon the debt
securities or any of our or their affiliates will be disregarded
and deemed not to be outstanding.
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An original issue discount security means a debt
security issued under the indenture which provides for an amount
less than the principal amount thereof to be due and payable
upon a declaration of acceleration of maturity. Some debt
securities, including those for the payment or redemption of
which money has been
11
deposited or set aside in trust for the holders and those that
have been fully defeased pursuant to Section 1402 of the
indenture, will not be deemed to be outstanding.
(Section 101)
We will generally be entitled to set any day as a record date
for determining the holders of outstanding debt securities of
any series entitled to give or take any direction, notice,
consent, waiver or other action under the indenture. In limited
circumstances, the trustee will be entitled to set a record date
for action by holders of outstanding debt securities. If a
record date is set for any action to be taken by holders of a
particular series, the action may be taken only by persons who
are holders of outstanding debt securities of that series on the
record date. To be effective, the action must be taken by
holders of the requisite principal amount of debt securities
within a specified period following the record date. For any
particular record date, this period will be 180 days or
such shorter period as we may specify, or the trustee may
specify, if it set the record date. This period may be shortened
or lengthened by not more than 180 days. (Section 104)
Defeasance
When we use the term defeasance, we mean discharge from some or
all of our obligations under the indenture. Unless we inform you
otherwise in the prospectus supplement, if we deposit with the
trustee funds or government securities sufficient to make
payments on the debt securities of a series on the dates those
payments are due and payable, then, at our option, either of the
following will occur:
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we will be discharged from our obligations with respect to the
debt securities of that series (legal
defeasance), or
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we will no longer have any obligation to comply with the
restrictive covenants under the indenture, and the related
events of default will no longer apply to us, but some of our
other obligations under the indenture and the debt securities of
that series, including our obligation to make payments on those
debt securities, will survive.
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If we effect legal defeasance of a series of debt securities,
the holders of the debt securities of the series affected will
not be entitled to the benefits of the indenture, except for our
obligations to:
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register the transfer or exchange of debt securities,
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replace mutilated, destroyed, lost or stolen debt securities, and
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maintain paying agencies and hold moneys for payment in trust.
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Unless we inform you otherwise in the prospectus supplement, we
will be required to deliver to the trustee an opinion of counsel
that the deposit and related defeasance would not cause the
holders of the debt securities to recognize gain or loss for
federal income tax purposes and that the holders would be
subject to federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if the
deposit and related defeasance had not occurred. If we elect
legal defeasance, that opinion of counsel must be based upon a
ruling from the United States Internal Revenue Service or a
change in law to that effect. (Sections 1401, 1402, 1403
and 1404)
Satisfaction
And Discharge
We may discharge our obligations under the indenture while debt
securities remain outstanding if (1) all outstanding debt
securities issued under the indenture have become due and
payable, (2) all outstanding debt securities issued under
the indenture have or will become due and payable at their
scheduled maturity within one year or (3) all outstanding
debt securities issued under the indenture are scheduled for
redemption in one year, and in each case, we have deposited with
the trustee an amount sufficient to pay and discharge all
outstanding debt securities issued under the indenture on the
date of their scheduled maturity or the scheduled date of
redemption and we have paid all other sums payable under the
Indenture. (Section 401)
12
Notices
Holders will receive notices by mail at their addresses as they
appear in the security register. (Section 106)
Title
We may treat the person in whose name a debt security is
registered on the applicable record date as the owner of the
debt security for all purposes, whether or not it is overdue.
(Section 309)
Governing
Law
New York law will govern the indenture and the debt securities.
(Section 112)
Regarding
the Trustee
The Bank of New York Mellon Trust Company, National
Association, successor to JPMorgan Chase Bank, National
Association, is the trustee, security registrar and paying agent
under the indenture. As of June 30, 2010, the trustee
served as trustee for approximately $2.7 billion aggregate
principal amount of our debt securities. In addition, the
trustee served as trustee or fiscal agent for debt securities of
our affiliates aggregating approximately $6.0 billion as of
June 30, 2010.
Our affiliates maintain brokerage relationships with the trustee
and its affiliates.
If an event of default occurs under the indenture and is
continuing, the trustee will be required to use the degree of
care and skill of a prudent person in the conduct of that
persons own affairs. The trustee will become obligated to
exercise any of its powers under the indenture at the request of
any of the holders of any debt securities issued under the
indenture only after those holders have offered the trustee
indemnity satisfactory to it.
If the trustee becomes one of our creditors, its rights to
obtain payment of claims in specified circumstances, or to
realize for its own account on certain property received in
respect of any such claim as security or otherwise will be
limited under the terms of the indenture pursuant to the
provisions of the Trust Indenture Act.
(Section 613) The trustee may engage in certain other
transactions; however, if the trustee acquires any conflicting
interest (within the meaning specified under the
Trust Indenture Act), it will be required to eliminate the
conflict or resign. (Section 608)
PLAN OF
DISTRIBUTION
We may sell the offered debt securities in and outside the
United States:
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through underwriters or dealers,
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directly to purchasers, including our affiliates,
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through agents, or
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through a combination of any of these methods.
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The prospectus supplement will include the following information:
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the terms of the offering,
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the names of any underwriters or agents,
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the name or names of any managing underwriter or underwriters,
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the purchase price of the debt securities,
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the net proceeds to us from the sale of the debt securities,
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any delayed delivery arrangements,
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13
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any underwriting discounts, commissions and other items
constituting underwriters compensation,
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any initial public offering price,
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any discounts or concessions allowed or reallowed or paid to
dealers, and
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any commissions paid to agents.
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Sale
Through Underwriters or Dealers
If we use underwriters in the sale, the underwriters will
acquire the debt securities for their own account. The
underwriters may resell the debt securities from time to time in
one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at
the time of sale. Underwriters may offer debt securities to the
public either through underwriting syndicates represented by one
or more managing underwriters or directly by one or more firms
acting as underwriters. Unless we inform you otherwise in the
prospectus supplement, the obligations of the underwriters to
purchase the debt securities will be subject to certain
conditions, and the underwriters will be obligated to purchase
all the offered debt securities if they purchase any of them.
The underwriters may change from time to time any initial public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers.
During and after an offering through underwriters, the
underwriters may purchase and sell the debt securities in the
open market. These transactions may include overallotment and
stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. The
underwriters also may impose a penalty bid, which means that
selling concessions allowed to syndicate members or other
broker-dealers for the offered debt securities sold for their
account may be reclaimed by the syndicate if the offered debt
securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the offered debt
securities, which may be higher than the price that might
otherwise prevail in the open market. If commenced, the
underwriters may discontinue these activities at any time.
If we use dealers in the sale of debt securities, we may sell
the debt securities to them as principals. They may then resell
those debt securities to the public at varying prices determined
by the dealers at the time of resale. The dealers participating
in any sale of the debt securities may be deemed to be
underwriters within the meaning of the Securities Act of 1933
with respect to any sale of these securities. We will include in
the prospectus supplement the names of the dealers and the terms
of the transaction.
Direct
Sales and Sales Through Agents
We may sell the debt securities directly. In that event, no
underwriters or agents would be involved. We may also sell the
debt securities through agents we designate from time to time.
In the prospectus supplement, we will name any agent involved in
the offer or sale of the offered debt securities, and we will
describe any commissions payable by us to the agent. Unless we
inform you otherwise in the prospectus supplement, any agent
will agree to use its reasonable best efforts to solicit
purchases for the period of its appointment.
We may sell the debt securities directly to institutional
investors or others who may be deemed to be underwriters within
the meaning of the Securities Act of 1933 with respect to any
sale of those debt securities. We will describe the terms of any
such sales in the prospectus supplement.
Delayed
Delivery Contracts
If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase debt securities from us at the
public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those
conditions described in the prospectus supplement. The
prospectus supplement will describe the commission payable for
solicitation of those contracts.
14
Remarketing
We may offer and sell any of the offered debt securities in
connection with a remarketing upon their purchase, in accordance
with a redemption or repayment by their terms or otherwise by
one or more remarketing firms acting as principals for their own
accounts or as our agents. We will identify any remarketing
firm, the terms of any remarketing agreement and the
compensation to be paid to the remarketing firm in the
prospectus supplement. Remarketing firms may be deemed
underwriters under the Securities Act of 1933.
Derivative
Transactions
We may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those
derivatives, the third parties may sell debt securities covered
by this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third parties
may use securities pledged by us or borrowed from us or others
to settle those sales or to close out any related open
borrowings of securities, and may use securities received from
us in settlement of those derivatives to close out any related
open borrowings of securities. The third parties in these sale
transactions will be underwriters and will be identified in the
applicable prospectus supplement or in a post-effective
amendment to the registration statement of which this prospectus
forms a part.
General
Information
We may have agreements with the agents, dealers and underwriters
to indemnify them against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribute
with respect to payments that the agents, dealers or
underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or
perform services for us in the ordinary course of their
businesses.
Each series of offered debt securities will be a new issue and
will have no established trading market. We may elect to list
any series of offered debt securities on an exchange, but we are
not obligated to do so. It is possible that one or more
underwriters may make a market in a series of offered debt
securities. However, they will not be obligated to do so and may
discontinue market making at any time without notice. We cannot
assure you that a liquid trading market for any of our offered
debt securities will develop.
LEGAL
MATTERS
The validity of the debt securities described in this prospectus
will be passed upon for us by Baker Botts L.L.P., Houston,
Texas. Scott E. Rozzell, Esq., our Executive Vice
President, General Counsel and Corporate Secretary, or Rufus S.
Scott, our Senior Vice President, Deputy General Counsel and
Assistant Corporate Secretary, may pass upon other legal matters
for us. Each of Messrs. Rozzell and Scott is the beneficial
owner of less than 1% of CenterPoint Energys common stock.
Any underwriters will be advised regarding issues relating to
any offering by Dewey & LeBoeuf LLP.
EXPERTS
The consolidated financial statements and the related
consolidated financial statement schedule, incorporated in this
document by reference from our Annual Report on
Form 10-K
for the year ended December 31, 2009, have been audited by
Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports, which are
incorporated herein by reference. Such consolidated financial
statements and consolidated financial statement schedule have
been so incorporated in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
15
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following are the expenses in connection with the issuance
and distribution of the securities being registered, other than
underwriting fees and commissions.
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Securities and Exchange Commission registration fee
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$
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*
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Trustees and transfer agents fees and expenses
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+
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Printing and engraving fees and expenses
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+
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Accounting fees and expenses
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+
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Legal fees
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+
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Rating agency fees
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+
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Miscellaneous (including Listing fees, if applicable)
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+
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Total
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*
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* |
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Omitted because the registration fee is being deferred pursuant
to Rule 456(b) and Rule 457(r). |
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+ |
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Estimated expenses are not presently known. The foregoing sets
forth the general categories of expenses (other than
underwriting discounts and commissions) that the registrants
anticipate will be incurred in connection with the offering of
securities under this Registration Statement. An estimate of the
aggregate expenses in connection with the issuance and
distribution of the securities being offered will be included in
the applicable prospectus supplement. |
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Item 15.
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Indemnification
of Directors and Officers.
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CenterPoint
Energy, Inc.
Title 1, Chapter 8 of the Texas Business Organizations
Code (TBOC) and Article V of CenterPoint
Energys Amended and Restated Bylaws provide CenterPoint
Energy 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 Energy 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 Energys
Restated Articles of Incorporation provides that no director of
CenterPoint Energy is liable to CenterPoint Energy or its
shareholders for monetary damages for any act or omission in the
directors capacity as director, except as required by law
as in effect from time to time. Currently, Section 7.001 of
the TBOC requires that liability be imposed for the following
actions: (i) any breach of such directors duty of
loyalty to CenterPoint Energy or its shareholders, (ii) any
act or omission not in good faith that constitutes a breach of
duty of such director to CenterPoint Energy or that involves
intentional misconduct or a knowing violation of law,
(iii) a transaction from which such director received an
improper benefit, regardless of whether or not the benefit
resulted from an action taken within the scope of the
directors duties 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 Energy existing at the
time of the repeal or modification.
CenterPoint
Energy Houston Electric, LLC
The TBOC and Article VIII of CenterPoint Houstons
Limited Liability Company Regulations provide CenterPoint
Houston with broad powers and authority to indemnify its member,
managers and officers and to
II-1
purchase and maintain insurance for such purposes. Pursuant to
such statutory and Limited Liability Company Regulation
provisions, CenterPoint Houston has purchased insurance against
certain costs of indemnification that may be incurred by it and
by its member, manager and officers.
Additionally, Section 7.12 of CenterPoint Houstons
Limited Liability Company Regulations provides that a manager of
CenterPoint Houston is not liable to CenterPoint Houston or its
member for monetary damages for breach of fiduciary duty as a
manager, except that Section 7.12 does not eliminate or
limit the liability of a manager for any acts or omissions that
involve intentional misconduct, fraud or a knowing violation of
law or for a distribution in violation of Texas law as a result
of the willful or grossly negligent act or omission of the
manager.
Section 7.12 also provides that any subsequent amendments
to Texas statutes that further limit the liability of managers
will inure to the benefit of the managers. Any repeal or
modification of Section 7.12 shall not adversely affect any
right of protection of a manager of CenterPoint Houston existing
at the time of the repeal or modification.
CenterPoint
Energy Resources Corp.
Section 145 of the General Corporation Law of Delaware (the
DGCL) gives corporations the power to indemnify
officers and directors under certain circumstances.
Article V of the By-Laws of CERC Corp. provides for
indemnification of officers and directors to the extent
permitted by the DGCL. CERC Corp. also has policies insuring its
officers and directors against certain liabilities for action
taken in such capacities, including liabilities under the
Securities Act of 1933, as amended.
Article Ninth of CERC Corp.s Certificate of
Incorporation adopted the provision of Delaware law limiting or
eliminating the potential monetary liability of directors to
CERC Corp. or its stockholders for breaches of a directors
fiduciary duty of care. However, the provision does not limit or
eliminate the liability of a director for disloyalty to CERC
Corp. or its stockholders, failing to act in good faith,
engaging in intentional misconduct or a knowing violation of the
law, obtaining an improper personal benefit or paying a dividend
or approving a stock repurchase that was illegal under
section 174 of the DGCL.
Article Ninth of CERC Corp.s Certificate of
Incorporation also provides that if the DGCL is subsequently
amended to authorize further limitation or elimination of the
liability of directors, such subsequent limitation or
elimination of directors liability will be automatically
implemented without further stockholder action. Furthermore,
repeal or modification of the terms of Article Ninth will
not adversely affect any right or protection of a director
existing at the time of such repeal or modification.
See Item 17. Undertakings for a description of
the Commissions position regarding such indemnification
provisions.
II-2
The following is a list of all exhibits filed as a part of this
Registration Statement on
Form S-3,
including those incorporated herein by reference. CenterPoint
Energy, CenterPoint Houston or CERC Corp., as applicable, will
file as an exhibit to a Current Report on Form 8 K
(i) any underwriting, remarketing or agency agreement
relating to securities offered hereby, (ii) any additional
instruments setting forth the terms of any debt securities,
including mortgage bonds, preferred stock, stock purchase
contracts or equity units, (iii) any additional required
opinions of counsel with respect to legality of the securities
offered hereby and (iv) any required opinion of counsel as
to certain tax matters relative to securities offered hereby.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report or
|
|
|
|
|
Exhibit
|
|
|
|
|
|
Registration
|
|
Registration
|
|
Exhibit
|
Number
|
|
Registrant
|
|
Document Description
|
|
Statement
|
|
Number
|
|
Reference
|
|
|
4
|
.1*
|
|
CenterPoint Energy
|
|
Restated Articles of Incorporation of CenterPoint Energy, Inc.
|
|
Form 8-K of CenterPoint Energy, Inc. dated July 24, 2008
|
|
1-31447
|
|
3.2
|
|
4
|
.2*
|
|
CenterPoint Energy
|
|
Amended and Restated Bylaws of CenterPoint Energy, Inc.
|
|
Form 8-K of CenterPoint Energy, Inc. dated January 20, 2010
|
|
1-31447
|
|
3.1
|
|
4
|
.3*
|
|
CenterPoint Energy
|
|
Rights Agreement dated as of January 1, 2002 between CenterPoint
Energy, Inc. and JPMorgan Chase Bank, as Rights Agent
|
|
Form 10-K of CenterPoint Energy, Inc. for the year ended
December 31, 2001
|
|
1-31447
|
|
4.2
|
|
4
|
.4*
|
|
CenterPoint Energy
|
|
Form of CenterPoint Energy, Inc. Stock Certificate
|
|
Registration Statement on Form S-4 of CenterPoint Energy, Inc.
|
|
333-69502
|
|
4.1
|
|
4
|
.5*
|
|
CenterPoint Energy
|
|
Indenture, dated as of May 19, 2003, between CenterPoint Energy,
Inc. and JPMorgan Chase Bank as trustee
|
|
Form 8-K of CenterPoint Energy, Inc. dated May 19, 2003
|
|
1-31447
|
|
4.1
|
|
4
|
.6*
|
|
CenterPoint Energy
|
|
Form of Junior Subordinated Indenture, between CenterPoint
Energy, Inc. and The Bank of New York Mellon Trust Company,
National Association as trustee
|
|
Form S-3 of CenterPoint Energy, Inc. filed on October 9, 2008
|
|
333-153916
|
|
4.6
|
|
4
|
.7*
|
|
CenterPoint Houston
|
|
Articles of Conversion of Reliant Energy, Incorporated
|
|
Form 8-K of CenterPoint Energy Houston Electric, LLC dated
August 31, 2002
|
|
1-3187
|
|
3(a)
|
|
4
|
.8*
|
|
CenterPoint Houston
|
|
Articles of Organization of CenterPoint Energy Houston Electric,
LLC
|
|
Form 8-K of CenterPoint Energy Houston Electric, LLC dated
August 31, 2002
|
|
1-3187
|
|
3(b)
|
|
4
|
.9*
|
|
CenterPoint Houston
|
|
Limited Liability Company Regulations of CenterPoint Energy
Houston Electric, LLC
|
|
Form 8-K of CenterPoint Energy Houston Electric, LLC dated
August 31, 2002
|
|
1-3187
|
|
3(c)
|
II-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report or
|
|
|
|
|
Exhibit
|
|
|
|
|
|
Registration
|
|
Registration
|
|
Exhibit
|
Number
|
|
Registrant
|
|
Document Description
|
|
Statement
|
|
Number
|
|
Reference
|
|
|
4
|
.10*
|
|
CenterPoint Houston
|
|
General Mortgage Indenture, dated as of October 10, 2002,
between CenterPoint Energy Houston Electric, LLC and JPMorgan
Chase Bank as trustee
|
|
Form 10-Q for the quarter ended September 30, 2002
|
|
1-3187
|
|
4(j)(1)
|
|
4
|
.11*
|
|
CenterPoint Houston
|
|
Ninth Supplemental Indenture, dated November 12, 2002, to the
General Mortgage Indenture, dated as of October 10, 2002,
between CenterPoint Energy Houston Electric, LLC and JPMorgan
Chase Bank as trustee
|
|
Form 10-K for the year ended December 31, 2002
|
|
1-3187
|
|
4(k)(10)
|
|
4
|
.12*
|
|
CenterPoint Houston
|
|
Twentieth Supplemental Indenture, dated December 9, 2008, to the
General Mortgage Indenture, dated as of October 10, 2002,
between CenterPoint Energy Houston Electric, LLC and JPMorgan
Chase Bank as trustee
|
|
Form 8-K of CenterPoint Energy, Inc. dated January 9, 2009
|
|
1-3187
|
|
4.2
|
|
4
|
.13*
|
|
CERC Corp.
|
|
Certificate of Incorporation of Reliant Energy Resources Corp.
|
|
Form 10-K for the year ended December 31, 1997
|
|
1-3187
|
|
3(a)(1)
|
|
4
|
.14*
|
|
CERC Corp.
|
|
Certificate of Merger merging former NorAm Energy Corp. with and
into HI Merger, Inc. dated August 6, 1997
|
|
Form 10-K for the year ended December 31, 1997
|
|
1-3187
|
|
3(a)(2)
|
|
4
|
.15*
|
|
CERC Corp.
|
|
Certificate of Amendment changing the name to Reliant Energy
Resources Corp.
|
|
Form 10-K for the year ended December 31, 1998
|
|
1-3187
|
|
3(a)(3)
|
|
4
|
.16*
|
|
CERC Corp.
|
|
Certificate of Amendment changing the name to CenterPoint Energy
Resources Corp.
|
|
Form 10-Q for the quarter ended June 30, 2003
|
|
1-13265
|
|
3(a)(4)
|
|
4
|
.17*
|
|
CERC Corp.
|
|
Bylaws of Reliant Energy Resources Corp.
|
|
Form 10-K for the year ended December 31, 1997
|
|
1-3187
|
|
3(b)
|
|
4
|
.18*
|
|
CERC Corp.
|
|
Indenture, dated as of February 1, 1998, between Reliant Energy
Resources Corp. and Chase Bank of Texas, National Association,
as Trustee
|
|
Form 8-K dated February 5, 1998
|
|
1-13265
|
|
4.1
|
II-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report or
|
|
|
|
|
Exhibit
|
|
|
|
|
|
Registration
|
|
Registration
|
|
Exhibit
|
Number
|
|
Registrant
|
|
Document Description
|
|
Statement
|
|
Number
|
|
Reference
|
|
|
5
|
.1
|
|
CenterPoint Energy
|
|
Opinion of Baker Botts L.L.P.
|
|
|
|
|
|
|
|
|
|
|
CenterPoint Houston
|
|
|
|
|
|
|
|
|
|
|
|
|
CERC Corp.
|
|
|
|
|
|
|
|
|
|
12
|
.1*
|
|
CenterPoint Energy
|
|
Computation of ratios of earnings to fixed charges for the
twelve-month periods ended December 31, 2009, 2008, 2007, 2006
and 2005
|
|
Form 10-K for the year ended December 31, 2009
|
|
1-31447
|
|
12
|
|
12
|
.2*
|
|
CenterPoint Energy
|
|
Computation of ratios of earnings to fixed charges for the
six-month period ended June 30, 2010
|
|
Form 10-Q for the quarter ended June 30, 2010
|
|
1-31447
|
|
12
|
|
12
|
.3*
|
|
CenterPoint Houston
|
|
Computation of ratios of earnings to fixed charges for the
twelve-month periods ended December 31, 2009, 2008, 2007, 2006
and 2005
|
|
Form 10-K for the year ended December 31, 2009
|
|
1-3187
|
|
12
|
|
12
|
.4*
|
|
CenterPoint Houston
|
|
Computation of ratios of earnings to fixed charges for the
six-month period ended June 30, 2010
|
|
Form 10-Q for the quarter ended June 30, 2010
|
|
1-3187
|
|
12
|
|
12
|
.5*
|
|
CERC Corp.
|
|
Computation of ratios of earnings to fixed charges for the
twelve-month periods ended December 31, 2009, 2008, 2007, 2006
and 2005
|
|
Form 10-K for the year ended December 31, 2009
|
|
1-13265
|
|
12
|
|
12
|
.6*
|
|
CERC Corp.
|
|
Computation of ratios of earnings to fixed charges for the
six-month period ended June 30, 2010
|
|
Form 10-Q for the quarter ended June 30, 2010
|
|
1-13265
|
|
12
|
|
23
|
.1
|
|
CenterPoint Energy
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
|
23
|
.2
|
|
CenterPoint Houston
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
|
23
|
.3
|
|
CERC Corp.
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
|
|
|
23
|
.4
|
|
CenterPoint Energy CenterPoint Houston
|
|
Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
|
|
|
|
|
|
|
|
|
|
|
CERC Corp.
|
|
|
|
|
|
|
|
|
|
24
|
.1
|
|
CenterPoint Energy
|
|
Powers of Attorney (included on the signature page of this
registration statement)
|
|
|
|
|
|
|
II-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report or
|
|
|
|
|
Exhibit
|
|
|
|
|
|
Registration
|
|
Registration
|
|
Exhibit
|
Number
|
|
Registrant
|
|
Document Description
|
|
Statement
|
|
Number
|
|
Reference
|
|
|
24
|
.2
|
|
CenterPoint Houston
|
|
Powers of Attorney (included on the signature page of this
registration statement)
|
|
|
|
|
|
|
|
24
|
.3
|
|
CERC Corp.
|
|
Powers of Attorney (included on the signature page of this
registration statement)
|
|
|
|
|
|
|
|
25
|
.1
|
|
CenterPoint Energy
|
|
Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the Indenture and the
Junior Subordinated Indenture on Form T-1
|
|
|
|
|
|
|
|
25
|
.2
|
|
CenterPoint Houston
|
|
Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the General Mortgage
Indenture on Form T-1
|
|
|
|
|
|
|
|
25
|
.3
|
|
CERC Corp.
|
|
Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the Indenture on Form
T-1
|
|
|
|
|
|
|
|
|
|
* |
|
Incorporated herein by reference as indicated. |
Each of the undersigned registrants hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% 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;
II-6
provided, however, that paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by
such 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, or
contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of 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.
(4) that, for purposes of determining liability under the
Securities Act of 1933 to any purchaser:
(A) each prospectus filed by such registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(B) each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which the prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date;
(5) that, for the purpose of determining liability of such
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, such undersigned
registrant undertakes that in a primary offering of securities
of such undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, such undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) any preliminary prospectus or prospectus of such
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the
offering prepared by or on behalf of such undersigned registrant
or used or referred to by such undersigned registrant;
(iii) the portion of any other free writing
prospectus relating to the offering containing material
information about such undersigned registrant or its securities
provided by or on behalf of such undersigned registrant; and
(iv) any other communication that is an offer in the
offering made by such undersigned registrant to the purchaser.
II-7
Each undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of such registrants annual report pursuant to
Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of such registrant pursuant to
the provisions set forth in Item 15, or otherwise, each
such registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by such
registrant of expenses incurred or paid by a director, officer
or controlling person of such 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, such registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-8
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, State of Texas, on September 30, 2010.
CENTERPOINT ENERGY, INC.
(registrant)
|
|
|
|
By:
|
/s/ David
M. McClanahan
|
Name: David M. McClanahan
|
|
|
|
Title:
|
President and Chief Executive Officer
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gary L.
Whitlock, David M. McClanahan 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 any registration statement for the
same offering filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, 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
David
M. McClanahan
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Gary
L. Whitlock
Gary
L. Whitlock
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Walter
L. Fitzgerald
Walter
L. Fitzgerald
|
|
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Donald
R. Campbell
Donald
R. Campbell
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Milton
Carroll
Milton
Carroll
|
|
Director
|
|
September 30, 2010
|
II-9
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Derrill
Cody
Derrill
Cody
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ O.
Holcombe Crosswell
O.
Holcombe Crosswell
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Michael
P. Johnson
Michael
P. Johnson
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Janiece
M. Longoria
Janiece
M. Longoria
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Thomas
F. Madison
Thomas
F. Madison
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Robert
T. OConnell
Robert
T. OConnell
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Susan
O. Rheney
Susan
O. Rheney
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ R.
A. Walker
R.
A. Walker
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Peter
S. Wareing
Peter
S. Wareing
|
|
Director
|
|
September 30, 2010
|
|
|
|
|
|
/s/ Sherman
M. Wolff
Sherman
M. Wolff
|
|
Director
|
|
September 30, 2010
|
II-10
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, State of Texas, on September 30, 2010.
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC
(registrant)
|
|
|
|
By:
|
/s/ David
M. McClanahan
|
Name: David M. McClanahan
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gary L.
Whitlock, David M. McClanahan 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 any registration statement for the
same offering filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, 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
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/s/ David
M. McClanahan
David
M. McClanahan
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Manager and Chairman
(Principal Executive Officer and Manager)
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September 30, 2010
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/s/ Gary
L. Whitlock
Gary
L. Whitlock
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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September 30, 2010
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/s/ Walter
L. Fitzgerald
Walter
L. Fitzgerald
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Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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September 30, 2010
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II-11
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 September 30, 2010.
CENTERPOINT ENERGY RESOURCES CORP.
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By:
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/s/ David
M. McClanahan
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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 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 any registration statement for the
same offering filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, 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.
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Signature
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Title
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Date
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/s/ David
M. McClanahan
David
M. McClanahan
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President, Chief Executive Officer and Director
(Principal Executive Officer and Sole Director)
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September 30, 2010
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/s/ Gary
L. Whitlock
Gary
L. Whitlock
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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September 30, 2010
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/s/ Walter
L. Fitzgerald
Walter
L. Fitzgerald
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Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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September 30, 2010
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II-12
EXHIBIT INDEX
CenterPoint Energy, CenterPoint Houston or CERC Corp., as
applicable, will file as an exhibit to a Current Report on
Form 8-K
(i) any underwriting, remarketing or agency agreement
relating to securities offered hereby, (ii) any additional
instruments setting forth the terms of any debt securities,
including mortgage bonds, preferred stock, stock purchase
contracts or equity units, (iii) any additional required
opinions of counsel with respect to legality of the securities
offered hereby and (iv) any required opinion of counsel as
to certain tax matters relative to securities offered hereby.
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Report or
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Exhibit
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Registration
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Registration
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Exhibit
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Number
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Registrant
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Document Description
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Statement
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Number
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Reference
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4
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.1*
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CenterPoint Energy
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Restated Articles of Incorporation of CenterPoint Energy, Inc.
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Form 8-K of CenterPoint Energy, Inc. dated July 24, 2008
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1-31447
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3.2
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4
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.2*
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CenterPoint Energy
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Amended and Restated Bylaws of CenterPoint Energy, Inc.
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Form 8-K of CenterPoint Energy, Inc. dated January 20, 2010
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1-31447
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3.1
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4
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.3*
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CenterPoint Energy
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Rights Agreement dated as of January 1, 2002 between CenterPoint
Energy, Inc. and JPMorgan Chase Bank, as Rights Agent
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Form 10-K of CenterPoint Energy, Inc. for the year ended
December 31, 2001
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1-31447
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4.2
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4
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.4*
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CenterPoint Energy
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Form of CenterPoint Energy, Inc. Stock Certificate
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Registration Statement on Form S-4 of CenterPoint Energy, Inc.
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333-69502
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4.1
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4
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.5*
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CenterPoint Energy
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Indenture, dated as of May 19, 2003, between CenterPoint Energy,
Inc. and JPMorgan Chase Bank as trustee
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Form 8-K of CenterPoint Energy, Inc. dated May 19, 2003
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1-31447
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4.1
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4
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.6*
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CenterPoint Energy
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Form of Junior Subordinated Indenture, between CenterPoint
Energy, Inc. and The Bank of New York Mellon Trust Company,
National Association as trustee
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Form S-3 of CenterPoint Energy, Inc. filed on October 9, 2008
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333-153916
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4.6
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4
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.7*
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CenterPoint Houston
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Articles of Conversion of Reliant Energy, Incorporated
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Form 8-K of CenterPoint Energy Houston Electric, LLC dated
August 31, 2002
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1-3187
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3(a)
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4
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.8*
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CenterPoint Houston
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Articles of Organization of CenterPoint Energy Houston Electric,
LLC
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Form 8-K of CenterPoint Energy Houston Electric, LLC dated
August 31, 2002
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1-3187
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3(b)
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4
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.9*
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CenterPoint Houston
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Limited Liability Company Regulations of CenterPoint Energy
Houston Electric, LLC
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Form 8-K of CenterPoint Energy Houston Electric, LLC dated
August 31, 2002
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1-3187
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3(c)
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4
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.10*
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CenterPoint Houston
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General Mortgage Indenture, dated as of October 10, 2002,
between CenterPoint Energy Houston Electric, LLC and JPMorgan
Chase Bank as trustee
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Form 10-Q for the quarter ended September 30, 2002
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1-3187
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4(j)(1)
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Report or
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Exhibit
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Registration
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Registration
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Exhibit
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Number
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Registrant
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Document Description
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Statement
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Number
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Reference
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4
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.11*
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CenterPoint Houston
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Ninth Supplemental Indenture, dated November 12, 2002, to the
General Mortgage Indenture, dated as of October 10, 2002,
between CenterPoint Energy Houston Electric, LLC and JPMorgan
Chase Bank as trustee
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Form 10-K for the year ended December 31, 2002
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1-3187
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4(k)(10)
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4
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.12*
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CenterPoint Houston
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Twentieth Supplemental Indenture, dated December 9, 2008, to the
General Mortgage Indenture, dated as of October 10, 2002,
between CenterPoint Energy Houston Electric, LLC and JPMorgan
Chase Bank as trustee
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Form 8-K of CenterPoint Energy, Inc. dated January 9, 2009
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1-3187
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4.2
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4
|
.13*
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CERC Corp.
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Certificate of Incorporation of Reliant Energy Resources Corp.
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Form 10-K for the year ended December 31, 1997
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1-3187
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3(a)(1)
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4
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.14*
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CERC Corp.
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Certificate of Merger merging former NorAm Energy Corp. with and
into HI Merger, Inc. dated August 6, 1997
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Form 10-K for the year ended December 31, 1997
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1-3187
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3(a)(2)
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4
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.15*
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CERC Corp.
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Certificate of Amendment changing the name to Reliant Energy
Resources Corp.
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Form 10-K for the year ended December 31, 1998
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1-3187
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3(a)(3)
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4
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.16*
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CERC Corp.
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Certificate of Amendment changing the name to CenterPoint Energy
Resources Corp.
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Form 10-Q for the quarter ended June 30, 2003
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1-13265
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3(a)(4)
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4
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.17*
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CERC Corp.
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Bylaws of Reliant Energy Resources Corp.
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Form 10-K for the year ended December 31, 1997
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1-3187
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3(b)
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4
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.18*
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CERC Corp.
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Indenture, dated as of February 1, 1998, between Reliant Energy
Resources Corp. and Chase Bank of Texas, National Association,
as Trustee
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Form 8-K dated February 5, 1998
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1-13265
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4.1
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5
|
.1
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CenterPoint Energy
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Opinion of Baker Botts L.L.P.
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CenterPoint Houston
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CERC Corp.
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Report or
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Exhibit
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Registration
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Registration
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Exhibit
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Number
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Registrant
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Document Description
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Statement
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Number
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Reference
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12
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.1*
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CenterPoint Energy
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Computation of ratios of earnings to fixed charges for the
twelve-month periods ended December 31, 2009, 2008, 2007, 2006
and 2005
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Form 10-K for the year ended December 31, 2009
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1-31447
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12
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12
|
.2*
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CenterPoint Energy
|
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Computation of ratios of earnings to fixed charges for the
six-month period ended June 30, 2010
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Form 10-Q for the quarter ended June 30, 2010
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1-31447
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12
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12
|
.3*
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CenterPoint Houston
|
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Computation of ratios of earnings to fixed charges for the
twelve-month periods ended December 31, 2009, 2008, 2007, 2006
and 2005
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Form 10-K for the year ended December 31, 2009
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1-3187
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12
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12
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.4*
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CenterPoint Houston
|
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Computation of ratios of earnings to fixed charges for the
six-month period ended June 30, 2010
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Form 10-Q for the quarter ended June 30, 2010
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1-3187
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12
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12
|
.5*
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CERC Corp.
|
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Computation of ratios of earnings to fixed charges for the
twelve-month periods ended December 31, 2009, 2008, 2007, 2006
and 2005
|
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Form 10-K for the year ended December 31, 2009
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1-13265
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12
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12
|
.6*
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CERC Corp.
|
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Computation of ratios of earnings to fixed charges for the
six-month period ended June 30, 2010
|
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Form 10-Q for the quarter ended June 30, 2010
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1-13265
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12
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23
|
.1
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CenterPoint Energy
|
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Consent of Deloitte & Touche LLP
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23
|
.2
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CenterPoint Houston
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Consent of Deloitte & Touche LLP
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23
|
.3
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CERC Corp.
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Consent of Deloitte & Touche LLP
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23
|
.4
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CenterPoint Energy
|
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1)
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CenterPoint Houston
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CERC Corp.
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24
|
.1
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CenterPoint Energy
|
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Powers of Attorney (included on the signature page of this
registration statement)
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24
|
.2
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CenterPoint Houston
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Powers of Attorney (included on the signature page of this
registration statement)
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Report or
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Exhibit
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Registration
|
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Registration
|
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Exhibit
|
Number
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Registrant
|
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Document Description
|
|
Statement
|
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Number
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|
Reference
|
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24
|
.3
|
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CERC Corp.
|
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Powers of Attorney (included on the signature page of this
registration statement)
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25
|
.1
|
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CenterPoint Energy
|
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Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the Indenture and the
Junior Subordinated Indenture on Form T-1
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25
|
.2
|
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CenterPoint Houston
|
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Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the General Mortgage
Indenture on Form T-1
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25
|
.3
|
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CERC Corp.
|
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Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of the Trustee under the Indenture on Form
T-1
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* |
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Incorporated herein by reference as indicated. |
exv5w1
Exhibit 5.1
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ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS
77002-4995
TEL +1 713.229.1234
FAX +1 713.229.1522
www.bakerbotts.com
|
|
ABU DHABI
AUSTIN
BEIJING
DALLAS
DUBAI HONG KONG
HOUSTON
LONDON
MOSCOW
NEW YORK
PALO ALTO
RIYADH
WASHINGTON |
September 30, 2010
CenterPoint Energy, Inc.
1111 Louisiana
Houston, Texas 77002
CenterPoint Energy Houston Electric, LLC
1111 Louisiana
Houston, Texas 77002
CenterPoint Energy Resources Corp.
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3 (the Registration Statement) to be
filed on the date hereof by CenterPoint Energy, Inc., a Texas corporation (CenterPoint Energy),
CenterPoint Energy Houston Electric, LLC, a Texas limited liability company (CenterPoint
Houston), and CenterPoint Energy Resources Corp., a Delaware corporation (CERC Corp.), with the
Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended
(the Act), relating to the offering of securities that may be issued and sold by CenterPoint
Energy, CenterPoint Houston and CERC Corp. from time to time pursuant to Rule 415 under the Act,
certain legal matters in connection with such securities are being passed upon for you by us. Such
securities include (a) CenterPoint Energys senior debt securities (the Senior Debt Securities),
(b) CenterPoint Energys junior subordinated debt securities (the Junior Subordinated Debt
Securities), (c) shares of CenterPoint Energys common stock, par value $0.01 per share (the
Common Stock), and associated rights to purchase shares of CenterPoint Energys Series A
Preferred Stock, par value $0.01 per share, (d) shares of CenterPoint Energys preferred stock, par
value $0.01 per share (the Preferred Stock), (e) stock purchase contracts of CenterPoint Energy
(the Stock Purchase Contracts), (f) equity units of CenterPoint Energy (the Equity Units), (g)
general mortgage bonds of CenterPoint Houston (the Mortgage Bonds) and (h) senior debt securities
of CERC Corp. (the CERC Debt Securities). The Senior Debt Securities, Junior Subordinated Debt
Securities, Common Stock, Preferred Stock, Stock Purchase Contracts, Equity Units, Mortgage Bonds
and CERC Debt Securities are collectively referred to herein as the Securities. At your request,
this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.
Each series of Senior Debt Securities is to be issued pursuant to the Indenture, dated as
of May 19, 2003 (the Senior Indenture), between CenterPoint Energy and The Bank of New York
Mellon Trust Company, National Association (successor to JPMorgan Chase Bank), as trustee; each
series of Junior Subordinated Debt Securities is to be issued pursuant to an indenture (the Junior
Subordinated Indenture), to be entered into between CenterPoint
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CenterPoint Energy, Inc.
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-2-
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CenterPoint Energy Houston Electric, LLC |
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CenterPoint Energy Resources Corp. |
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Energy and The Bank of New York Mellon Trust Company, National Association, as trustee; each
series of Mortgage Bonds is to be issued pursuant to the General Mortgage Indenture, dated as of
October 10, 2002 (the Mortgage Indenture), between CenterPoint Houston and The Bank of New York
Mellon Trust Company, National Association (successor to JPMorgan Chase Bank), as trustee; and each
series of CERC Debt Securities is to be issued pursuant to the Indenture, dated as of February 1,
1998 (the CERC Indenture and, together with the Senior Indenture, the Junior Subordinated
Indenture and the Mortgage Indenture, the Indentures), between CERC Corp., formerly known as
NorAm Energy Corp., and The Bank of New York Mellon Trust Company, National Association (successor
to JPMorgan Chase Bank (formerly Chase Bank of Texas, National Association)), as trustee. Each
Indenture will be supplemented, in connection with the issuance of each series of Senior Debt
Securities, Junior Debt Securities, Mortgage Bonds or CERC Debt Securities, as the case may be, by
a supplemental indenture, officers certificate or other writing thereunder establishing the form
and terms of such series.
In our capacity as your counsel in the connection referred to above, we have examined
originals, or copies certified or otherwise identified, of CenterPoint Energys restated articles
of incorporation (which now constitute its certificate of formation) and by-laws, CenterPoint
Houstons articles of organization (which now constitute its certificate of formation) and limited
liability company regulations (which now constitute its company agreement) and CERC Corp.s
certificate of incorporation and by-laws, each as amended to date (the Charter Documents of such
entity), the Indentures, corporate records of CenterPoint Energy and CERC Corp. and the limited
liability company records of CenterPoint Houston (including minute books as furnished to us by
you), certificates of public officials and of representatives of CenterPoint Energy, CenterPoint
Houston and CERC Corp., statutes and other instruments and documents as a basis for the opinions
hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of
CenterPoint Energy, CenterPoint Houston and CERC Corp. and of public officials with respect to the
accuracy of the material factual matters contained in such certificates. In giving the opinions
below, we have assumed, without independent investigation, that the signatures on all documents
examined by us are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true, correct and complete copies of the
originals thereof and that all information submitted to us is accurate and complete. In connection
with this opinion, we have assumed that:
(a) the Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective under the Act;
(b) a prospectus supplement will have been prepared and filed with the Commission
describing the Securities offered thereby;
(c) all Securities will be offered, issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration Statement and
the applicable prospectus supplement;
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CenterPoint Energy, Inc.
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-3-
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CenterPoint Energy Houston Electric, LLC |
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CenterPoint Energy Resources Corp. |
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(d) in the case of any Securities issued by CenterPoint Energy, the board of
directors of CenterPoint Energy or, to the extent permitted by the Texas Business
Organizations Code, as amended, and the Charter Documents of CenterPoint Energy, a duly
constituted and acting committee thereof (such board or committee thereof being hereinafter
referred to as the Board) will have taken all necessary corporate action to authorize the
issuance of such Securities and any other securities issuable on the conversion, exchange,
redemption or exercise thereof, and to authorize the terms of the offering and sale of such
Securities and related matters;
(e) in the case of Mortgage Bonds, the managers of CenterPoint Houston or, to the
extent permitted by the Texas Business Organizations Code, as amended, and the Charter
Documents of CenterPoint Houston, a duly constituted and acting committee thereof (such
managers or committee thereof being hereinafter referred to as the CenterPoint Houston
Managers) will have taken all necessary limited liability company action to authorize the
issuance of the Mortgage Bonds, and to authorize the terms of the offering and sale of such
Mortgage Bonds and related matters;
(f) in the case of CERC Debt Securities, the board of directors of CERC Corp. or, to
the extent permitted by the General Corporation Law of the State of Delaware, as amended,
and the Charter Documents of CERC Corp., a duly constituted and acting committee thereof
(such board or committee thereof being hereinafter referred to as the CERC Corp. Board)
will have taken all necessary corporate action to authorize the issuance of the CERC Debt
Securities and any other securities issuable on the conversion, exchange, redemption or
exercise thereof, and to authorize the terms of the offering and sale of such CERC Debt
Securities and related matters;
(g) a definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and delivered by
CenterPoint Energy, CenterPoint Houston or CERC Corp., as applicable, and the other parties
thereto (the Purchase Agreement);
(h) any securities issuable upon conversion, exchange, redemption or exercise of any
Securities being offered will have been duly authorized, created and, if appropriate,
reserved for issuance upon such conversion, exchange, redemption or exercise;
(i) all Securities will be delivered (i) in accordance with the provisions of the
applicable Purchase Agreement approved by the Board, CenterPoint Houston Managers or CERC
Corp. Board, as applicable, upon receipt of the consideration therein provided or (ii) upon
conversion, exchange, redemption or exercise of any other security, in accordance with the
terms of such security or the instrument governing such security providing for such
conversion, exchange, redemption or exercise as approved by the Board, CenterPoint Houston
Managers or CERC Corp. Board, as applicable, for the
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CenterPoint Energy, Inc.
|
|
-4-
|
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CenterPoint Energy Houston Electric, LLC |
|
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CenterPoint Energy Resources Corp. |
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consideration approved by the Board, CenterPoint Houston Managers or CERC Corp. Board,
as applicable;
(j) in the case of any series of Securities issuable under an Indenture:
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the Board, CenterPoint Houston Managers or CERC Corp. Board, as
applicable, will have taken all necessary corporate or limited
liability company action, as applicable, to designate and establish the
terms of such series of Securities in accordance with the terms of the
applicable Indenture, and such Securities will not include any
provision that is unenforceable; |
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|
the applicable Indenture will have become qualified under the Trust
Indenture Act of 1939, as amended; and |
|
|
|
|
forms of Securities complying with the terms of the applicable
Indenture and evidencing such Securities will have been duly executed,
authenticated, issued and delivered in accordance with the provisions
of such Indenture; |
(k) in the case of shares of Common Stock or Preferred Stock, certificates representing
such shares will have been duly executed, countersigned, registered and delivered, or if
uncertificated, valid book-entry notations will have been made in the share register of
CenterPoint Energy, in each case in accordance with the provisions of the Charter Documents
of CenterPoint Energy; there will be sufficient shares of Common Stock or Preferred Stock
authorized under such Charter Documents and not otherwise issued or reserved for issuance;
and the purchase price therefor payable to CenterPoint Energy or, if such shares are
issuable on the conversion, exchange, redemption or exercise of another Security, the
consideration payable to CenterPoint Energy for such conversion, exchange, redemption or
exercise will not be less than the par value of such shares;
(l) in the case of shares of Preferred Stock of any series, the Board will have taken
all necessary corporate action to designate and establish the terms of such series and will
have caused a statement of resolution respecting such series to be prepared and filed with
the Secretary of State of the State of Texas;
(m) in the case of Junior Subordinated Debt Securities, an indenture substantially in
the form of the Junior Subordinated Indenture will have been duly executed and delivered by
CenterPoint Energy and the trustee thereunder;
(n) in the case of Stock Purchase Contracts, the Board will have taken all necessary
corporate action to establish the terms thereof and to approve the purchase contract
agreement relating thereto; such Stock Purchase Contracts and purchase contract
|
|
|
|
|
|
|
|
|
|
CenterPoint Energy, Inc.
|
|
-5-
|
|
|
CenterPoint Energy Houston Electric, LLC |
|
|
|
|
CenterPoint Energy Resources Corp. |
|
|
|
|
agreement will have been duly executed and delivered by the parties thereto; and neither
such Stock Purchase Contracts nor such purchase contract agreement will include any
provision that is unenforceable; and
(o) in the case of Equity Units, the Board will have taken all necessary corporate
action to establish the terms of such Equity Units and the terms of the Securities, if any,
such Equity Units include; the actions referred to in paragraph (n) above will have been
taken with respect to the Stock Purchase Contracts included in such Equity Units; if such
Equity Units include securities other than Securities, such other securities will have been
duly and validly executed, issued and delivered by the issuer thereof and will be legal,
valid and binding obligations of such issuer, enforceable against such issuer in accordance
with their respective terms; and no agreement or other instrument establishing such Equity
Units or defining the rights of the holders of such Equity Units will contain any provision
that is unenforceable.
On the basis of the foregoing, and subject to the assumptions, limitations and qualifications
hereinafter set forth, we are of the opinion that:
1. The Senior Debt Securities, Junior Subordinated Debt Securities, Stock Purchase
Contracts and Equity Units included in the Securities will, when issued, constitute legal,
valid and binding obligations of CenterPoint Energy, enforceable against CenterPoint Energy
in accordance with their terms, except as that enforcement is subject to (a) any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or
other laws relating to or affecting creditors rights generally, (b) general principles of
equity (regardless of whether that enforceability is considered in a proceeding in equity or
at law) and (c) any implied covenants of good faith and fair dealing.
2. The Mortgage Bonds included in the Securities will, when issued, constitute legal,
valid and binding obligations of CenterPoint Houston, enforceable against CenterPoint
Houston in accordance with their terms, except as that enforcement is subject to (a) any
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
conveyance or other laws relating to or affecting creditors rights generally, (b) general
principles of equity (regardless of whether that enforceability is considered in a
proceeding in equity or at law) and (c) any implied covenants of good faith and fair
dealing.
3. The CERC Debt Securities included in the Securities will, when issued, constitute
legal, valid and binding obligations of CERC Corp., enforceable against CERC Corp. in
accordance with their terms, except as that enforcement is subject to (a) any applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or
other laws relating to or affecting creditors rights generally, (b) general principles of
equity (regardless of whether that enforceability is considered in a
|
|
|
|
|
|
|
|
|
|
CenterPoint Energy, Inc.
|
|
-6-
|
|
|
CenterPoint Energy Houston Electric, LLC |
|
|
|
|
CenterPoint Energy Resources Corp. |
|
|
|
|
proceeding in equity or at law) and (c) any implied covenants of good faith and fair
dealing.
4. The shares of Common Stock and Preferred Stock included in the Securities will, when
issued, have been duly authorized and validly issued and will be fully paid and
non-assessable.
The opinions set forth above are limited in all respects to matters of the laws of the State
of Texas, the General Corporation Law of the State of Delaware, applicable federal law and the
contract law of the State of New York. We hereby consent to the filing of this opinion of counsel
as Exhibit 5.1 to the Registration Statement. We also consent to the references to our Firm under
the heading Legal Matters in the prospectuses forming a part of the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.
exv23w1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our
reports dated February 26, 2010, relating to the consolidated financial statements and the
consolidated financial statement schedules of CenterPoint Energy, Inc. and subsidiaries (the
Company), and the effectiveness of the Companys internal control over financial reporting,
appearing in the Annual Report on Form 10-K of CenterPoint Energy, Inc. for the year ended December
31, 2009, and to the reference to us under the heading Experts in the Prospectus, which is part
of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
September 30, 2010
exv23w2
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our
reports dated March 10, 2010, relating to the consolidated financial statements and the
consolidated financial statement schedule of CenterPoint Energy Houston Electric, LLC and
subsidiaries, appearing in the Annual Report on Form 10-K of CenterPoint Energy Houston Electric,
LLC for the year ended December 31, 2009, and to the reference to us under the heading Experts in
the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
September 30, 2010
exv23w3
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-3 of our
reports dated March 11, 2010, relating to the consolidated financial statements and the
consolidated financial statement schedule of CenterPoint Energy Resources Corp. and subsidiaries,
appearing in the Annual Report on Form 10-K of CenterPoint Energy Resources Corp. for the year
ended December 31, 2009, and to the reference to us under the heading Experts in the Prospectus,
which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
September 30, 2010
exv25w1
Exhibit 25.1
FORM T-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
|
|
(State of incorporation
if not a U.S. national bank)
|
|
95-3571558
(I.R.S. employer
identification no.) |
|
|
|
700 South Flower Street
Suite 500
Los Angeles, California
(Address of principal executive offices)
|
|
90017
(Zip code) |
CenterPoint Energy, Inc.
(Exact name of obligor as specified in its charter)
|
|
|
Texas
(State or other jurisdiction of
incorporation or organization)
|
|
74-0694415
(I.R.S. employer
identification no.) |
|
|
|
1111 Louisiana
Houston, Texas
(Address of principal executive offices)
|
|
77002
(Zip Code) |
Senior Debt Securities
Junior Subordinated Debt Securities
(Title of the Indenture Securities)
1. |
|
General information. Furnish the following information as to the trustee: |
|
(a) |
|
Name and address of each examining or supervising authority to which it is
subject. |
|
|
|
Name |
|
Address |
Comptroller of the Currency
United States Department of the Treasury
|
|
Washington, D.C. 20219 |
|
|
|
Federal Reserve Bank
|
|
San Francisco, California 94105 |
|
|
|
Federal Deposit Insurance Corporation
|
|
Washington, D.C. 20429 |
|
(b) |
|
Whether it is authorized to exercise corporate trust powers. |
|
|
Yes. |
|
2. |
|
Affiliations with Obligor. |
|
|
|
If the obligor is an affiliate of the trustee, describe each such affiliation. |
|
|
|
None. |
|
3-15. |
|
Not applicable. |
|
16. |
|
List of Exhibits. |
|
|
|
Exhibits identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
|
1. |
|
A copy of the articles of association of The Bank of New York Mellon Trust
Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
2. |
|
A copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
|
|
3. |
|
A copy of the authorization of the trustee to exercise corporate trust
powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
4. |
|
A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed
with Registration Statement No. 333-152875). |
-2-
|
6. |
|
The consent of the trustee required by Section 321(b) of the Act. |
|
|
7. |
|
A copy of the latest report of condition of the trustee published pursuant to
law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust
Company, N.A., a banking association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of Houston, and State of Texas, on the 3rd
day of September, 2010.
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
|
|
|
By: |
/s/ Marcella Burgess
|
|
|
|
Name: |
Marcella Burgess |
|
|
|
Title: |
Vice President |
|
|
-3-
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in
connection with the proposed issue of CenterPoint Energy, Inc., The Bank of New York Mellon Trust
Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and Exchange Commission
upon request therefore.
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
|
|
|
By: |
/s/ Marcella Burgess
|
|
|
|
Marcella Burgess |
|
|
|
Vice President |
|
|
Houston, Texas
September 3, 2010
-4-
Exhibit 7
REPORT OF CONDITION
|
|
|
|
|
Consolidating domestic subsidiaries of |
|
|
The Bank of New York Mellon Trust Company |
|
|
in the state of CA at close of business on June 30, 2010 |
published in response to call made by (Enter additional information below) |
|
|
|
|
|
|
|
|
|
|
Statement of Resources and Liabilities
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts in Thousands |
ASSETS |
|
|
|
|
|
|
|
|
Cash and balances due from depository institutions: |
|
|
|
|
|
|
|
|
Noninterest-bearing balances and currency and coin |
|
|
|
|
|
|
3,097 |
|
Interest-bearing balances |
|
|
|
|
|
|
1,319 |
|
Securities: |
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
|
12 |
|
Available-for-sale securities |
|
|
|
|
|
|
647,932 |
|
Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
|
|
|
Federal funds sold |
|
|
|
|
|
|
112,000 |
|
Securities purchased under agreements to resell |
|
|
|
|
|
|
0 |
|
Loans and
lease financing receivables: |
|
|
|
|
|
|
|
|
Loans and leases held for sale |
|
|
|
|
|
|
0 |
|
Loans and leases, net of unearned income |
|
|
0 |
|
|
|
|
|
LESS: Allowance for loan and lease losses |
|
|
0 |
|
|
|
|
|
Loans and leases, net of unearned income and allowance |
|
|
|
|
|
|
0 |
|
Trading Assets |
|
|
|
|
|
|
0 |
|
Premises and fixed assets (including capitalized leases) |
|
|
|
|
|
|
10,065 |
|
Other real estate owned |
|
|
|
|
|
|
0 |
|
Investments in unconsolidated subsidiaries and associated companies |
|
|
|
|
|
|
1 |
|
Direct and Indirect investments in real estate ventures |
|
|
|
|
|
|
0 |
|
Intangible assets: |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
856,313 |
|
Other intangible assets |
|
|
|
|
|
|
230,506 |
|
Other assets |
|
|
|
|
|
|
161,731 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
2,022,976 |
|
|
|
|
|
|
|
|
|
|
REPORT OF CONDITION (Continued)
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts in Thousands |
LIABILITIES |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
In domestic offices |
|
|
|
|
|
|
559 |
|
Noninterest-bearing |
|
|
559 |
|
|
|
|
|
Interest-bearing |
|
|
0 |
|
|
|
|
|
Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
|
|
|
|
0 |
|
Securities sold under agreements to repurchase |
|
|
|
|
|
|
0 |
|
Trading liabilities |
|
|
|
|
|
|
0 |
|
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
|
|
|
|
|
|
268,691 |
|
Subordinated notes and debentures |
|
|
|
|
|
|
0 |
|
Other liabilities |
|
|
|
|
|
|
216,295 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
485,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY CAPITAL |
|
|
|
|
|
|
|
|
Bank Equity Capital |
|
|
|
|
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
|
|
|
|
0 |
|
Common stock |
|
|
|
|
|
|
1,000 |
|
Surplus (excludes all surplus related to preferred stock) |
|
|
|
|
|
|
1,121,520 |
|
Retained earnings |
|
|
|
|
|
|
412,936 |
|
Accumulated other comprehensive income |
|
|
|
|
|
|
1,975 |
|
Other equity capital components |
|
|
|
|
|
|
0 |
|
Total bank equity capital |
|
|
|
|
|
|
1,537,431 |
|
Noncontrolling (minority) interest in consolidated subsidiaries |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Total equity capital |
|
|
|
|
|
|
1,537,431 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity capital |
|
|
|
|
|
|
2,022,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We, the undersigned directors (trustees), attest to the correctness of the Reports of
Condition and Income (including the supporting schedules) for this report date and declare that the
Reports of Condition and Income have been examined by us and to the best of our knowledge and
belief have been prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and are true and correct.
|
|
I, Karen Bayz, Chief Financial Officer
(Name, Title)
of the above named bank do hereby declare that this Report of Condition is true
and correct to the best of my knowledge and belief.
|
|
/s/ Karen Bayz |
|
|
|
|
|
|
|
Director #1
|
|
Troy Kilpatrick, President
|
|
/s/ Troy Kilpatrick
|
|
|
|
|
|
|
|
|
|
Director #2
|
|
Frank Sulzberger, Managing Director
|
|
/s/ Frank Sulzberger
|
|
|
|
|
|
|
|
|
|
Director #3
|
|
William Lindelof, Managing Director
|
|
/s/ William Lindelof
|
|
|
exv25w2
Exhibit 25.2
FORM T-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
|
|
|
|
95-3571558 |
(State of incorporation
|
|
(I.R.S. employer |
if not a U.S. national bank)
|
|
identification no.) |
|
|
|
700 South Flower Street |
|
|
Suite 500 |
|
|
Los Angeles, California
|
|
90017 |
(Address of principal executive offices)
|
|
(Zip code) |
CenterPoint Energy Houston Electric, LLC
(Exact name of obligor as specified in its charter)
|
|
|
Texas
|
|
22-3865106 |
(State or other jurisdiction of
|
|
(I.R.S. employer |
incorporation or organization)
|
|
identification no.) |
|
|
|
1111 Louisiana |
|
|
Houston, Texas
|
|
77002 |
(Address of principal executive offices)
|
|
(Zip Code) |
General Mortgage Bonds
(Title of the Indenture Securities)
1. |
|
General information. Furnish the following information as to the trustee: |
|
(a) |
|
Name and address of each examining or supervising authority to which it is
subject. |
|
|
|
Name |
|
Address |
|
Comptroller of the Currency |
|
|
United States Department of the |
|
|
Treasury
|
|
Washington, D.C. 20219 |
|
Federal Reserve Bank
|
|
San Francisco, California 94105 |
|
Federal Deposit Insurance Corporation
|
|
Washington, D.C. 20429 |
|
(b) |
|
Whether it is authorized to exercise corporate trust powers. |
2. |
|
Affiliations with Obligor. |
|
|
If the obligor is an affiliate of the trustee, describe each such affiliation. |
|
|
Exhibits identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
|
1. |
|
A copy of the articles of association of The Bank of New York Mellon Trust
Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
2. |
|
A copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
|
|
3. |
|
A copy of the authorization of the trustee to exercise corporate trust
powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
4. |
|
A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed
with Registration Statement No. 333-152875). |
-2-
|
6. |
|
The consent of the trustee required by Section 321(b) of the Act. |
|
|
7. |
|
A copy of the latest report of condition of the trustee published pursuant to
law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust
Company, N.A., a banking association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of Houston, and State of Texas, on the 3rd
day of September, 2010.
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
|
|
|
By: |
/s/ Marcella Burgess
|
|
|
|
Name: |
Marcella Burgess |
|
|
|
Title: |
Vice President |
|
-3-
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in
connection with the proposed issue of CenterPoint Energy Houston
Electric, LLC, The Bank of New York Mellon Trust
Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or
District authorities may be furnished by such authorities to the Securities and Exchange Commission
upon request therefore.
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
|
|
|
By: |
/s/ Marcella Burgess
|
|
|
|
Marcella Burgess |
|
|
|
Vice President |
|
|
Houston, Texas
September 3, 2010
-4-
Exhibit 7
REPORT OF CONDITION
|
|
|
|
|
Consolidating domestic subsidiaries of |
|
|
The Bank of New York Mellon Trust Company |
|
|
in the state of CA at close of business on June 30, 2010 |
published in response to call made by (Enter additional information below) |
|
|
|
|
|
|
|
|
|
|
Statement of Resources and Liabilities
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts in Thousands |
ASSETS |
|
|
|
|
|
|
|
|
Cash and balances due from depository institutions: |
|
|
|
|
|
|
|
|
Noninterest-bearing balances and currency and coin |
|
|
|
|
|
|
3,097 |
|
Interest-bearing balances |
|
|
|
|
|
|
1,319 |
|
Securities: |
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
|
12 |
|
Available-for-sale securities |
|
|
|
|
|
|
647,932 |
|
Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
|
|
|
Federal funds sold |
|
|
|
|
|
|
112,000 |
|
Securities purchased under agreements to resell |
|
|
|
|
|
|
0 |
|
Loans and
lease financing receivables: |
|
|
|
|
|
|
|
|
Loans and leases held for sale |
|
|
|
|
|
|
0 |
|
Loans and leases, net of unearned income |
|
|
0 |
|
|
|
|
|
LESS: Allowance for loan and lease losses |
|
|
0 |
|
|
|
|
|
Loans and leases, net of unearned income and allowance |
|
|
|
|
|
|
0 |
|
Trading Assets |
|
|
|
|
|
|
0 |
|
Premises and fixed assets (including capitalized leases) |
|
|
|
|
|
|
10,065 |
|
Other real estate owned |
|
|
|
|
|
|
0 |
|
Investments in unconsolidated subsidiaries and associated companies |
|
|
|
|
|
|
1 |
|
Direct and Indirect investments in real estate ventures |
|
|
|
|
|
|
0 |
|
Intangible assets: |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
856,313 |
|
Other intangible assets |
|
|
|
|
|
|
230,506 |
|
Other assets |
|
|
|
|
|
|
161,731 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
2,022,976 |
|
|
|
|
|
|
|
|
|
|
REPORT OF CONDITION (Continued)
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts in Thousands |
LIABILITIES |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
In domestic offices |
|
|
|
|
|
|
559 |
|
Noninterest-bearing |
|
|
559 |
|
|
|
|
|
Interest-bearing |
|
|
0 |
|
|
|
|
|
Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
|
|
|
|
0 |
|
Securities sold under agreements to repurchase |
|
|
|
|
|
|
0 |
|
Trading liabilities |
|
|
|
|
|
|
0 |
|
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
|
|
|
|
|
|
268,691 |
|
Subordinated notes and debentures |
|
|
|
|
|
|
0 |
|
Other liabilities |
|
|
|
|
|
|
216,295 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
485,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY CAPITAL |
|
|
|
|
|
|
|
|
Bank Equity Capital |
|
|
|
|
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
|
|
|
|
0 |
|
Common stock |
|
|
|
|
|
|
1,000 |
|
Surplus (excludes all surplus related to preferred stock) |
|
|
|
|
|
|
1,121,520 |
|
Retained earnings |
|
|
|
|
|
|
412,936 |
|
Accumulated other comprehensive income |
|
|
|
|
|
|
1,975 |
|
Other equity capital components |
|
|
|
|
|
|
0 |
|
Total bank equity capital |
|
|
|
|
|
|
1,537,431 |
|
Noncontrolling (minority) interest in consolidated subsidiaries |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Total equity capital |
|
|
|
|
|
|
1,537,431 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity capital |
|
|
|
|
|
|
2,022,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We, the undersigned directors (trustees), attest to the correctness of the Reports of
Condition and Income (including the supporting schedules) for this report date and declare that the
Reports of Condition and Income have been examined by us and to the best of our knowledge and
belief have been prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and are true and correct.
|
|
I, Karen Bayz, Chief Financial Officer
(Name, Title)
of the above named bank do hereby declare that this Report of Condition is true
and correct to the best of my knowledge and belief.
|
|
/s/ Karen Bayz |
|
|
|
|
|
|
|
Director #1
|
|
Troy Kilpatrick, President
|
|
/s/ Troy Kilpatrick
|
|
|
|
|
|
|
|
|
|
Director #2
|
|
Frank Sulzberger, Managing Director
|
|
/s/ Frank Sulzberger
|
|
|
|
|
|
|
|
|
|
Director #3
|
|
William Lindelof, Managing Director
|
|
/s/ William Lindelof
|
|
|
exv25w3
Exhibit 25.3
FORM T-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
|
|
|
(State of incorporation
if not a U.S. national bank)
|
|
95-3571558
(I.R.S. employer
identification no.) |
|
|
|
700 South Flower Street |
|
|
Suite 500 |
|
|
Los Angeles, California
(Address of principal executive offices)
|
|
90017
(Zip code) |
CenterPoint Energy Resources Corp.
(Exact name of obligor as specified in its charter)
|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
76-0511406
(I.R.S. employer
identification no.) |
|
|
|
1111 Louisiana
Houston, Texas
(Address of principal executive offices)
|
|
77002
(Zip Code) |
Senior Debt Securities
(Title of the Indenture Securities)
1. |
|
General information. Furnish the following information as to the trustee: |
|
(a) |
|
Name and address of each examining or supervising authority to which it is
subject. |
|
|
|
Name |
|
Address |
|
Comptroller of the Currency
United States Department of the
Treasury
|
|
Washington, D.C. 20219 |
|
|
|
Federal Reserve Bank
|
|
San Francisco, California 94105 |
|
|
|
Federal Deposit Insurance Corporation
|
|
Washington, D.C. 20429 |
|
(b) |
|
Whether it is authorized to exercise corporate trust powers. |
2. |
|
Affiliations with Obligor. |
|
|
|
If the obligor is an affiliate of the trustee, describe each such affiliation. |
|
|
|
None. |
|
3-15. |
|
Not applicable. |
|
16. |
|
List of Exhibits. |
|
|
|
Exhibits identified in parentheses below, on file with the Commission, are incorporated
herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
|
1. |
|
A copy of the articles of association of The Bank of New York Mellon Trust
Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948
and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
2. |
|
A copy of certificate of authority of the trustee to commence business.
(Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). |
|
|
3. |
|
A copy of the authorization of the trustee to exercise corporate trust
powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875). |
|
|
4. |
|
A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed
with Registration Statement No. 333-152875). |
-2-
|
6. |
|
The consent of the trustee required by Section 321(b) of the Act. |
|
|
7. |
|
A copy of the latest report of condition of the trustee published pursuant to
law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust
Company, N.A., a banking association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of Houston, and State of Texas, on the 3rd
day of September, 2010.
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
|
|
|
By: |
/s/ Marcella Burgess
|
|
|
|
Name: |
Marcella Burgess |
|
|
|
Title: |
Vice President |
|
-3-
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in
connection with the proposed issue of CenterPoint Energy Resources Corp., The Bank of New York
Mellon Trust Company, N.A. hereby consents that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefore.
|
|
|
|
|
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
|
|
|
By: |
/s/ Marcella Burgess
|
|
|
|
Marcella Burgess |
|
|
|
Vice President |
|
|
Houston, Texas
September 3, 2010
-4-
Exhibit 7
REPORT OF CONDITION
|
|
|
|
|
Consolidating domestic subsidiaries of |
|
|
The Bank of New York Mellon Trust Company |
|
|
in the state of CA at close of business on June 30, 2010 |
published in response to call made by (Enter additional information below) |
|
|
|
|
|
|
|
|
|
|
Statement of Resources and Liabilities
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts in Thousands |
ASSETS |
|
|
|
|
|
|
|
|
Cash and balances due from depository institutions: |
|
|
|
|
|
|
|
|
Noninterest-bearing balances and currency and coin |
|
|
|
|
|
|
3,097 |
|
Interest-bearing balances |
|
|
|
|
|
|
1,319 |
|
Securities: |
|
|
|
|
|
|
|
|
Held-to-maturity securities |
|
|
|
|
|
|
12 |
|
Available-for-sale securities |
|
|
|
|
|
|
647,932 |
|
Federal funds sold and securities purchased under agreements to resell: |
|
|
|
|
|
|
|
|
Federal funds sold |
|
|
|
|
|
|
112,000 |
|
Securities purchased under agreements to resell |
|
|
|
|
|
|
0 |
|
Loans and
lease financing receivables: |
|
|
|
|
|
|
|
|
Loans and leases held for sale |
|
|
|
|
|
|
0 |
|
Loans and leases, net of unearned income |
|
|
0 |
|
|
|
|
|
LESS: Allowance for loan and lease losses |
|
|
0 |
|
|
|
|
|
Loans and leases, net of unearned income and allowance |
|
|
|
|
|
|
0 |
|
Trading Assets |
|
|
|
|
|
|
0 |
|
Premises and fixed assets (including capitalized leases) |
|
|
|
|
|
|
10,065 |
|
Other real estate owned |
|
|
|
|
|
|
0 |
|
Investments in unconsolidated subsidiaries and associated companies |
|
|
|
|
|
|
1 |
|
Direct and Indirect investments in real estate ventures |
|
|
|
|
|
|
0 |
|
Intangible assets: |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
856,313 |
|
Other intangible assets |
|
|
|
|
|
|
230,506 |
|
Other assets |
|
|
|
|
|
|
161,731 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
|
|
|
2,022,976 |
|
|
|
|
|
|
|
|
|
|
REPORT OF CONDITION (Continued)
|
|
|
|
|
|
|
|
|
|
|
Dollar Amounts in Thousands |
LIABILITIES |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
In domestic offices |
|
|
|
|
|
|
559 |
|
Noninterest-bearing |
|
|
559 |
|
|
|
|
|
Interest-bearing |
|
|
0 |
|
|
|
|
|
Federal funds purchased and securities sold under agreements to repurchase: |
|
|
|
|
|
|
|
|
Federal funds purchased |
|
|
|
|
|
|
0 |
|
Securities sold under agreements to repurchase |
|
|
|
|
|
|
0 |
|
Trading liabilities |
|
|
|
|
|
|
0 |
|
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |
|
|
|
|
|
|
268,691 |
|
Subordinated notes and debentures |
|
|
|
|
|
|
0 |
|
Other liabilities |
|
|
|
|
|
|
216,295 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
|
|
|
|
485,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY CAPITAL |
|
|
|
|
|
|
|
|
Bank Equity Capital |
|
|
|
|
|
|
|
|
Perpetual preferred stock and related surplus |
|
|
|
|
|
|
0 |
|
Common stock |
|
|
|
|
|
|
1,000 |
|
Surplus (excludes all surplus related to preferred stock) |
|
|
|
|
|
|
1,121,520 |
|
Retained earnings |
|
|
|
|
|
|
412,936 |
|
Accumulated other comprehensive income |
|
|
|
|
|
|
1,975 |
|
Other equity capital components |
|
|
|
|
|
|
0 |
|
Total bank equity capital |
|
|
|
|
|
|
1,537,431 |
|
Noncontrolling (minority) interest in consolidated subsidiaries |
|
|
|
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
Total equity capital |
|
|
|
|
|
|
1,537,431 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity capital |
|
|
|
|
|
|
2,022,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We, the undersigned directors (trustees), attest to the correctness of the Reports of
Condition and Income (including the supporting schedules) for this report date and declare that the
Reports of Condition and Income have been examined by us and to the best of our knowledge and
belief have been prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and are true and correct.
|
|
I, Karen Bayz, Chief Financial Officer
(Name, Title)
of the above named bank do hereby declare that this Report of Condition is true
and correct to the best of my knowledge and belief.
|
|
/s/ Karen Bayz |
|
|
|
|
|
|
|
Director #1
|
|
Troy Kilpatrick, President
|
|
/s/ Troy Kilpatrick
|
|
|
|
|
|
|
|
|
|
Director #2
|
|
Frank Sulzberger, Managing Director
|
|
/s/ Frank Sulzberger
|
|
|
|
|
|
|
|
|
|
Director #3
|
|
William Lindelof, Managing Director
|
|
/s/ William Lindelof
|
|
|