As filed with the Securities and Exchange Commission on September 4, 2002
Registration No. 333- 11329
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 5
ON FORM S-8
TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
D/B/A RELIANT ENERGY, INCORPORATED
-----------------------
TEXAS 74-0694415
(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)
-----------------------
RELIANT ENERGY, INCORPORATED SAVINGS PLAN
HOUSTON INDUSTRIES INCORPORATED LONG-TERM INCENTIVE COMPENSATION PLAN
RELIANT ENERGY, INCORPORATED 1994 LONG-TERM INCENTIVE COMPENSATION PLAN
HOUSTON INDUSTRIES INCORPORATED STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
Rufus S. Scott
Assistant Corporate Secretary
1111 Louisiana
Houston, Texas 77002
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 207-3000
-----------------------
This Post-Effective Amendment on Form S-8 to the Registration Statement
on Form S-4 (Registration No. 333-11329) is being filed pursuant to the
provisions of Rule 401(e) under the Securities Act of 1933, as amended (the
"Securities Act"), and the procedures described herein and covers 5,822,017
shares of the Registrant's common stock, par value $0.01 per share, including
associated preferred share purchase rights (864,073 shares under the Reliant
Energy, Incorporated Savings Plan, 338,313 shares under the Houston Industries
Incorporated Long-Term Incentive Compensation Plan, 4,562,131 shares under the
Reliant Energy, Incorporated 1994 Long-Term Incentive Compensation Plan and
57,500 shares under the Houston Industries Incorporated Stock Plan for Outside
Directors). The registration fee in respect of such shares of common stock was
paid at the time of the original filing of the Registration Statement on Form
S-4 relating to the common stock. The Minnegasco Division Employees' Retirement
Savings Plan, the Houston Industries Energy, Inc. Long-Term Project Incentive
Compensation Plan, the
Houston Industries Incorporated Stock Benefit Plan and the NorAm Energy Corp.
Employee Savings and Investment Plan, which were originally included in this
Registration Statement have been terminated. As of September 4, 2002, there were
321,053 remaining unsold shares on the Form S-4 Registration Statement that had
not been reallocated pursuant to Post-Effective Amendment Nos. 1, 2, 3 and 4.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Reliant Energy, Incorporated Savings Plan
described herein.
This Post-Effective Amendment to the Registration Statement on Form S-8
is being filed pursuant to Rule 414 under the Securities Act of 1933 by the
Registrant, the successor to Reliant Energy, Incorporated, a Texas corporation,
following a merger to effect a holding company reorganization effective as of
August 31, 2002. The Registrant hereby expressly adopts the Registration
Statement of Reliant Energy on Form S-4 (Registration No. 333-11329), as
amended, as its own registration statement for all purposes of the Securities
Act and the Securities Exchange Act of 1934, as amended, and hereby sets forth
any additional information necessary to reflect any material changes made in
connection with or resulting from the succession, or necessary to keep this
Registration Statement from being misleading in any material respect.
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INTRODUCTORY STATEMENT
Effective August 31, 2002, pursuant to the Agreement and Plan of Merger
among Reliant Energy, Incorporated ("Reliant Energy"), Reliant Energy MergerCo,
Inc. ("MergerCo") and CenterPoint Energy, Inc. ("CenterPoint Energy" or
"Registrant"), MergerCo merged with and into Reliant Energy, as a result of
which the outstanding shares of common stock, without par value, of Reliant
Energy were exchanged automatically on a share-for-share basis for shares of
common stock, par value $0.01 per share, of CenterPoint Energy, and Reliant
Energy became a subsidiary of CenterPoint Energy.
Accordingly, all stock issued under the Reliant Energy, Incorporated
Savings Plan, the Houston Industries Incorporated Long-Term Incentive
Compensation Plan, the Reliant Energy, Incorporated 1994 Long-Term Incentive
Compensation Plan and the Houston Industries Incorporated Stock Plan For Outside
Directors (collectively, the "Plans") will be shares of the common stock of
CenterPoint Energy rather than shares of the common stock of Reliant Energy.
Additionally, the sponsor of the Plans will be CenterPoint Energy rather than
Reliant Energy.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the plan information required by Item
1 of Form S-8 and the statement of availability of registrant information and
any other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Post-Effective
Amendment to Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the Registrant shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
I-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Reliant Energy
(File No. 1-3187) or CenterPoint Energy pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or as otherwise indicated, are hereby
incorporated in this Registration Statement by reference:
(1) CenterPoint Energy's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001;
(2) CenterPoint Energy's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2002 and June 30, 2002;
(3) Reliant Energy's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, as amended by Reliant Energy's Annual
Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended
December 31, 2001, as filed on July 5, 2002;
(4) Reliant Energy's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2002 and June 30, 2002;
(5) Reliant Energy's Current Reports on Form 8-K filed with the SEC
on January 11, 2002, March 6, 2002, April 8, 2002, July 5, 2002
and July 15, 2002;
(6) Item 5 of Reliant Energy's Current Reports on Form 8-K filed with
the SEC on February 5, 2002, March 15, 2002, April 29, 2002, July
25, 2002 and August 1, 2002; and
(7) CenterPoint Energy's Current Report on Form 8-K filed with the
SEC on September 3, 2002, which includes a description of
CenterPoint Energy's common stock and associated rights to
purchase its Series A preferred stock.
All documents filed with the Commission by CenterPoint Energy pursuant
to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Post-Effective
Amendment to Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Post-Effective Amendment to
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Registrant's Amended and Restated Bylaws
provide the Registrant 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, the Registrant has purchased
insurance against certain costs of indemnification that may be incurred by it
and by its officers and directors.
Additionally, Article IX of the Registrant's Amended and Restated
Articles of Incorporation provides that a director of the Registrant is not
liable to the Registrant for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) any breach of such director's duty of
loyalty to the Registrant or its shareholders, (ii) any act or omission not in
good faith that constitutes a breach of duty of such director to the Registrant
or an act or omission that involves intentional misconduct or a knowing
violation of law, (iii) a transaction from which such director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office or (iv) an act or omission for which
the liability of a director is expressly provided for by statute.
Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the benefit
of the directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Registrant existing at the time of the repeal or modification.
See "Item 9. Undertakings" for a description of the Commission's
position regarding such indemnification provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this Registration
Statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.1* - Amended and Restated Articles of Registration Statement 333-69502 3.1
Incorporation of CenterPoint Energy, Inc. on Form S-4 of
CenterPoint Energy, Inc.
4.2* - Articles of Amendment to the Amended and Form 10-K of 333-69502 3.1.1
Restated Articles of Incorporation of CenterPoint Energy,
CenterPoint Energy, Inc. Inc. for the year
ended December 31, 2001
4.3* - Amended and Restated Bylaws of CenterPoint Form 10-K of 333-69502 3.2
Energy, Inc. CenterPoint Energy,
Inc. for the year
ended December 31, 2001
4.4* - Rights Agreement dated as of January 1, 2002 Form 10-K of 333-69502 4.2
between CenterPoint Energy, Inc. and CenterPoint Energy,
JPMorgan Chase Bank, as Rights Agent, Inc. for the year
ended December 31, 2001
II-2
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.5* - Statement of Resolution Establishing Series Form 10-K of 333-69502 3.3
of Shares designated Series A Preferred CenterPoint Energy,
Stock and Form of Rights Certificate Inc. for the year
ended December 31, 2001
4.6* - Reliant Energy, Incorporated Savings Plan Form 10-K of Reliant 1-3187 10(cc)(1)
(as amended and restated effective April 1, Energy, Incorporated
1999) for the year ended
December 31, 1999
4.7* - First Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.9
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.8* - Second Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.10
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.9* - Third Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.11
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.10* - Fourth Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.12
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.11* - Houston Industries Incorporated Long-Term Form 10-Q of Houston 1-7629 10(c)
Incentive Compensation Plan Industries Incorporated
for the quarter ended
June 30, 1989
4.12* - First Amendment to Long-Term Incentive Form 10-K of Houston 1-7629 10(f)(2)
Compensation Plan Industries Incorporated
for the year ended
December 31, 1989
4.13* - Second Amendment to Long-Term Incentive Form 10-K of Houston 1-7629 10(k)(3)
Compensation Plan Industries Incorporated
for the year ended
December 31, 1992
4.14* - Third Amendment to Long-Term Incentive Form 10-K of Houston 1-3187 10(m)(4)
Compensation Plan Industries Incorporated
for the year ended
December 31, 1997
II-3
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.15* - Fourth Amendment to Long-Term Incentive Form 10-Q of Reliant 1-3187 10.4
Compensation Plan, effective January 1, 2001 Energy, Incorporated
for the quarter ended
June 30, 2002
4.16* - Reliant Energy, Incorporated 1994 Long-Term Form 10-Q of Reliant 1-3187 10.6
Incentive Compensation Plan (Effective as of Energy, Incorporated
January 1, 2002) for the quarter ended
June 30, 2002
4.17* - Form of Stock Option Agreement for Form 10-Q of Reliant 1-3187 10.7
nonqualified options granted under the Energy, Incorporated
Reliant Energy, Incorporated Long-Term for the quarter ended
Incentive Compensation Plan June 30, 2002
4.18* - Houston Industries Incorporated Stock Plan Registration Statement 333-04411 4.4
for Outside Directors on Form S-8 of Houston
Industries Incorporated
4.19 - First Amendment to Stock Plan for Outside
Directors
5.1 - Opinion of Baker Botts L.L.P.
5.2 - The registrant undertakes that the Savings
Plan and any amendment thereto have been
or will be submitted to the Internal
Revenue Service ("IRS") in a timely manner
and all changes required by the IRS for the
Savings Plan to be qualified under
Section 401 of the Internal Revenue Code
have been or will be made.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
24** - Powers of Attorney
- ---------------
* Incorporated herein by reference as indicated.
** Previously filed.
II-4
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(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;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) that is incorporated by reference in this
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 6 above, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-5
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-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, the State of Texas, on
September 4, 2002.
CENTERPOINT ENERGY, INC.
d/b/a RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
---------------------------------------
R. Steve Letbetter,
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. Steve Letbetter Chairman, President, September 4, 2002
- ---------------------------------- Chief Executive
R. Steve Letbetter Officer and Director
(Principal Executive
Officer)
/s/ Mark M. Jacobs Executive Vice President September 4, 2002
- ---------------------------------- and Chief Financial
Mark M. Jacobs Officer (Principal
Financial Officer)
/s/ James S. Brian Senior Vice President September 4, 2002
- ---------------------------------- and Chief Accounting
James S. Brian Officer (Principal
Accounting Officer)
* Director September 4, 2002
- ----------------------------------
Milton Carroll
* Director September 4, 2002
- ----------------------------------
John T. Cater
II-6
Director September 4, 2002
- ----------------------------------
O. Holcombe Crosswell
* Director September 4, 2002
- ----------------------------------
Robert J. Cruikshank
Director September 4, 2002
- ----------------------------------
T. Milton Honea
Director September 4, 2002
- ----------------------------------
Laree E. Perez
*By: /s/ Hugh Rice Kelly Director September 4, 2002
-----------------------------
Hugh Rice Kelly,
Attorney-In-Fact
II-7
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Post-Effective Amendment to be signed on
behalf of the Reliant Energy, Incorporated Savings Plan by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on September
4, 2002.
RELIANT ENERGY, INCORPORATED SAVINGS PLAN
By: /s/ David M. McClanahan
--------------------------------------
David M. McClanahan
Chairman of the Benefits Committee
II-8
INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.1* - Amended and Restated Articles of Registration Statement 333-69502 3.1
Incorporation of CenterPoint Energy, Inc. on Form S-4 of
CenterPoint Energy, Inc.
4.2* - Articles of Amendment to the Amended and Form 10-K of 333-69502 3.1.1
Restated Articles of Incorporation of CenterPoint Energy,
CenterPoint Energy, Inc. Inc. for the year
ended December 31, 2001
4.3* - Amended and Restated Bylaws of CenterPoint Form 10-K of 333-69502 3.2
Energy, Inc. CenterPoint Energy,
Inc. for the year
ended December 31, 2001
4.4* - Rights Agreement dated as of January 1, 2002 Form 10-K of 333-69502 4.2
between CenterPoint Energy, Inc. and CenterPoint Energy,
JPMorgan Chase Bank, as Rights Agent, Inc. for the year
ended December 31, 2001
4.5* - Statement of Resolution Establishing Series Form 10-K of 333-69502 3.3
of Shares designated Series A Preferred CenterPoint Energy,
Stock and Form of Rights Certificate Inc. for the year
ended December 31, 2001
4.6* - Reliant Energy, Incorporated Savings Plan Form 10-K of Reliant 1-3187 10(cc)(1)
(as amended and restated effective April 1, Energy, Incorporated
1999) for the year ended
December 31, 1999
4.7* - First Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.9
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.8* - Second Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.10
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.9* - Third Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.11
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.10* - Fourth Amendment to the REI Savings Plan (as Form 10-Q of Reliant 1-3187 10.12
amended and restated effective April 1, Energy, Incorporated
1999) effective as of the dates specified for the quarter ended
herein June 30, 2002
4.11* - Houston Industries Incorporated Long-Term Form 10-Q of Houston 1-7629 10(c)
Incentive Compensation Plan Industries Incorporated
for the quarter ended
June 30, 1989
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
4.12* - First Amendment to Long-Term Incentive Form 10-K of Houston 1-7629 10(f)(2)
Compensation Plan Industries Incorporated
for the year ended
December 31, 1989
4.13* - Second Amendment to Long-Term Incentive Form 10-K of Houston 1-7629 10(k)(3)
Compensation Plan Industries Incorporated
for the year ended
December 31, 1992
4.14* - Third Amendment to Long-Term Incentive Form 10-K of Houston 1-3187 10(m)(4)
Compensation Plan Industries Incorporated
for the year ended
December 31, 1997
4.15* - Fourth Amendment to Long-Term Incentive Form 10-Q of Reliant 1-3187 10.4
Compensation Plan, effective January 1, 2001 Energy, Incorporated
for the quarter ended
June 30, 2002
4.16* - Reliant Energy, Incorporated 1994 Long-Term Form 10-Q of Reliant 1-3187 10.6
Incentive Compensation Plan (Effective as of Energy, Incorporated
January 1, 2002) for the quarter ended
June 30, 2002
4.17* - Form of Stock Option Agreement for Form 10-Q of Reliant 1-3187 10.7
nonqualified options granted under the Energy, Incorporated
Reliant Energy, Incorporated Long-Term for the quarter ended
Incentive Compensation Plan June 30, 2002
4.18* - Houston Industries Incorporated Stock Plan Registration Statement 333-04411 4.4
for Outside Directors on Form S-8 of Houston
Industries Incorporated
4.19 - First Amendment to Stock Plan for Outside
Directors
5.1 - Opinion of Baker Botts L.L.P.
5.2 - The registrant undertakes that the Savings
Plan and any amendment thereto have been
or will be submitted to the Internal
Revenue Service ("IRS") in a timely manner
and all changes required by the IRS for the
Savings Plan to be qualified under
Section 401 of the Internal Revenue Code
have been or will be made.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Baker Botts L.L.P. (included
in Exhibit 5.1)
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------ -------------------- --------- ------ ---------
24** - Powers of Attorney
- ---------------
* Incorporated herein by reference as indicated.
** Previously filed.
EXHIBIT 4.19
HOUSTON INDUSTRIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS
First Amendment
Houston Industries Incorporated, a Texas corporation (the
"Company"), having adopted the Houston Industries Incorporated Stock Plan for
Outside Directors, effective May 22, 1996 (the "Plan"), and having reserved the
right under Section 6.1 thereof to amend the Plan, does hereby amend the Plan,
effective as of August 6, 1997, to read as follows:
1. The first sentence of Article I of the Plan is hereby
amended to read as follows:
"The purpose of this Houston Industries Incorporated Stock
Plan for Outside Directors (the 'Plan') is to provide for a method of
compensation of Outside Directors of Houston Industries Incorporated
and any successor thereto (the 'Company') that will strengthen the
alignment of their financial interests with those of the Company's
shareholders through increased ownership of shares of the Company's
Common Stock by such Outside Directors."
2. The definition of "Company" in Article II is hereby
amended in its entirety to read as follows:
"COMPANY means Houston Industries Incorporated, a Texas
corporation, and any successor thereto."
IN WITNESS WHEREOF, Houston Industries Incorporated has caused
this Amendment to be executed by its duly authorized officers this 26th day of
February, 1998, but effective as of August 6, 1997.
HOUSTON INDUSTRIES INCORPORATED
By /s/ Lee W. Hogan
--------------------------------------
Name: Lee W. Hogan
Title: Executive Vice President
ATTEST:
/s/ Richard B. Dauphin
- -----------------------
EXHIBIT 5.1
[LETTERHEAD OF BAKER BOTTS L.L.P.]
September 4, 2002
CenterPoint Energy, Inc.
1111 Louisiana Street
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in Post-Effective Amendment No. 5 on Form S-8
(the "Post-Effective Amendment") to the Registration Statement on Form S-4
(Registration No. 333-11329) to be filed by CenterPoint Energy, Inc. d/b/a
Reliant Energy, Incorporated, a Texas corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to up to 5,822,017 shares (the
"Shares") of common stock, par value $0.01 per share, of the Company (the
"Common Stock") and associated rights to purchase Series A Preferred Stock, par
value $0.01 per share, of the Company (the "Rights"), of which 864,073 Shares
(the "Savings Plan Shares") may be offered and sold from time to time pursuant
to the Reliant Energy, Incorporated Savings Plan (the "Savings Plan"), 338,313
Shares (the "LICP Shares") may be offered and sold from time to time pursuant to
the Houston Industries Incorporated Long-Term Incentive Compensation Plan (the
"LICP"), 4,562,131 Shares (the "1994 LICP Shares") may be offered and sold from
time to time pursuant to the Reliant Energy, Incorporated 1994 Long-Term
Incentive Compensation Plan (the "1994 LICP") and 57,500 Shares (the "Outside
Director Plan Shares") may be offered and sold from time to time pursuant to the
Houston Industries Incorporated Stock Plan for Outside Directors (the "Outside
Director Plan"), certain legal matters in connection with the Shares subject to
original issuance by the Company and the Rights associated therewith are being
passed upon for you by us. At your request, this opinion is being furnished to
you for filing as Exhibit 5 to the Post-Effective Amendment.
In our capacity as your counsel in the connection referred to
above, we have examined the Amended and Restated Articles of Incorporation and
the Amended and Restated Bylaws of the Company, each as amended to date, the
Rights Agreement dated as of January 1, 2002 between the Company and JPMorgan
Chase Bank, as Rights Agent (the "Rights Agreement"), as amended to date, and
the originals, or copies certified or otherwise identified, of corporate records
of the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
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 the Company and of public officials with respect to the accuracy
of the material factual matters contained in such certificates.
CenterPoint Energy, Inc. 2 September 4, 2002
In making our examination, we have assumed that all signatures
on 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 and correct copies of the originals thereof and that all
information submitted to us was accurate and complete.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of Texas.
2. When and to the extent originally issued by the Company to
the Trustee under the Savings Plan from time to time upon purchase by
such Trustee and payment therefor in accordance with the terms and
provisions of the Savings Plan and the related Reliant Energy,
Incorporated Savings Trust, such Savings Plan Shares will be duly
authorized, validly issued, fully paid and nonassessable.
3. In the case of LICP Shares and 1994 LICP Shares
(collectively, the "Incentive Plan Shares") originally issued by the
Company pursuant to the terms of the LICP and the 1994 LICP
respectively (collectively, the "Incentive Plans"), following due
authorization of a particular award thereunder by a duly constituted
and acting committee of the Board of Directors of the Company as
provided in and in accordance with the respective Incentive Plan, the
Incentive Plan Shares issuable pursuant to such award will have been
duly authorized by all necessary corporate action on the part of the
Company. Upon issuance and delivery of such Incentive Plan Shares from
time to time pursuant to the terms of such award in accordance with the
terms and conditions thereof, including, if applicable, the lapse of
any restrictions relating thereto, the satisfaction of any performance
conditions associated therewith and any requisite determinations by or
pursuant to the authority of the Board of Directors of the Company or a
duly constituted and acting committee thereof as provided therein, and,
in the case of stock options, the exercise thereof and payment for such
Incentive Plan Shares as provided therein, such Incentive Plan Shares
will be validly issued, fully paid and nonassessable.
4. The Outside Director Plan Shares subject to original
issuance by the Company have been duly authorized by all requisite
corporate action on the part of the Company and when and to the extent
issued and sold from time to time pursuant to the terms and provisions
of the Outside Director Plan as compensation for services provided by
directors of the Company as provided therein, such Outside Director
Plan Shares will be validly issued, fully paid and nonassessable.
CenterPoint Energy, Inc. 3 September 4, 2002
5. The issuance of the Rights associated with the Shares
referred to in paragraphs 2 through 4 above has been duly authorized by
all requisite corporate action on the part of the Company, and upon
issuance from time to time in connection with the issuance of the
associated Shares as provided in paragraphs 2 through 4 above and in
accordance with the terms of the Rights Agreement, the Rights will be
validly issued.
The opinion set forth in paragraph 5 above is limited to the
valid issuance of the Rights under the Texas Business Corporation Act. In this
connection, we do not express any opinion herein on any other aspect of the
Rights, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Rights Agreement or the issuance of the Rights,
the enforceability of any particular provisions of the Rights Agreement, or the
provisions of the Rights Agreement which discriminate or create unequal voting
power among shareholders.
This opinion is limited to the original issuance of Shares and
Rights by the Company and does not cover shares of Common Stock and related
Rights delivered by the Company out of shares and related Rights reacquired by
it or purchased other than from the Company by the Trustee under the Savings
Plan.
We are members of the Texas Bar and the opinions set forth
above are limited in all respects to matters of Texas law as in effect on the
date hereof. Additionally, we hereby consent to the filing of this opinion with
the Commission as Exhibit 5 to the Post-Effective Amendment. In giving such
consent, we do not admit that we are within 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,
BAKER BOTTS L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 5 to Registration Statement No. 333-11329 of CenterPoint Energy, Inc. on
Form S-8 to Form S-4 of our report dated March 28, 2002, July 3, 2002, as to the
effects of the restatement discussed in Note 1 (which expresses an unqualified
opinion and includes explanatory paragraphs relating to the restatement
described in Note 1 and the change in method of accounting for derivatives and
hedging activities), appearing in Amendment No. 1 to the Annual Report on Form
10-K/A of Reliant Energy, Incorporated for the year ended December 31, 2001, and
of our report dated March 28, 2002, appearing in the Annual Report on Form 10-K
of CenterPoint Energy, Inc. for the year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Houston, Texas
September 3, 2002
