AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 6, 2002
REGISTRATION NO. 333-33301
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
1111 LOUISIANA RUFUS S. SCOTT
HOUSTON, TEXAS 77002 ASSISTANT CORPORATE SECRETARY
(713) 207-3000 1111 LOUISIANA
(Address, including zip code, and telephone HOUSTON, TEXAS 77002
number, including area code, of registrant's (713) 207-3000
principal executive offices) (Name, address, including zip code,
and telephone number, including area code,
of agent for service)
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
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. [ ]
- ---------------------------
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. [ ]
- ---------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
This Post-Effective Amendment is being filed pursuant to Rule 414 under the
Securities Act by CenterPoint Energy, Inc. d/b/a Reliant Energy, Incorporated, a
Texas corporation ("CenterPoint Energy"), as successor to Reliant Energy,
Incorporated, a Texas corporation ("Reliant Energy"), following a merger to
effect a holding company reorganization effective as of August 31, 2002.
CenterPoint Energy hereby expressly adopts the Registration Statement of Reliant
Energy on Form S-3 (Registration No. 333-33301) as its own Registration
Statement for all purposes of the Securities Act and the Securities Exchange Act
of 1934, as amended.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
EXPLANATORY NOTE
Reliant Energy filed a Registration Statement on Form S-3 (Registration No.
333-33301), as amended and as declared effective on August 15, 1997 (the
"Registration Statement"), to register its shares of common stock, without par
value, issuable on a continuous basis pursuant to Rule 415 under the Securities
Act upon conversion of one or more 6 1/4% Convertible Junior Subordinated
Debentures of Reliant Energy Resources Corp. On August 31, 2002, pursuant to
the Agreement and Plan of Merger dated as of October 19, 2001 among Reliant
Energy, Reliant Energy MergerCo, Inc., a Texas corporation and an indirect
wholly owned subsidiary of CenterPoint Energy ("MergerCo"), and CenterPoint
Energy, MergerCo merged with and into Reliant Energy, with Reliant Energy being
the surviving corporation. As a result of the merger, CenterPoint Energy became
the holding company for Reliant Energy and its subsidiaries. CenterPoint Energy,
as successor to Reliant Energy, is filing this Post-Effective Amendment No. 1 to
the Registration Statement pursuant to Rule 414 under the Securities Act.
Contemporaneously with the filing hereof, CenterPoint Energy is filing
Post-Effective Amendment No. 1 to the Registration Statement of Reliant Energy
on Form S-3 (Reg. No. 333-58433) pursuant to Rule 414 under the Securities Act
and is including therein a combined prospectus relating to this Registration
Statement pursuant to Rule 429(b) under the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses payable by the
Company in connection with the issuance and distribution of the Common Stock
offered hereby.
Securities and Exchange Commission filing fee............... $ 5,925
Blue Sky fees and expenses.................................. 5,000
Attorney's fees and expenses................................ 10,000
Independent Auditor's fees and expenses..................... 10,000
Printing and engraving expenses............................. 15,000
Listing fees................................................ 20,000
Miscellaneous expenses...................................... 2,075
-------
Total..................................................... $68,000
=======
ITEM 15. 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 Company's Amended and Restated Bylaws provide the
Company 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 Company 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 Company's Amended and Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company 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 Company
or its shareholders, (ii) any act or omission not in good faith that constitutes
a breach of duty of such director to the Company 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 Company existing at the time of the repeal or modification.
See "Item 17. Undertakings" for a description of the Commission's position
regarding such indemnification provisions.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1* Agreement and Plan of Merger, dated as of October 19, 2001,
by and among Reliant Energy, Incorporated, CenterPoint
Energy, Inc. and Reliant Energy MergerCo, Inc. (incorporated
by reference to Annex A to the Joint Proxy
Statement/Prospectus contained in the Registration Statement
of the Company on Form S-4 (Registration No. 333-69502) (the
"Registration Statement").
4.1* Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Annex B to the Joint
Proxy Statement/Prospectus contained the Registration
Statement).
II-1
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.2* Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Company incorporated by reference to
Exhibit 3.1.1 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 2001).
4.3* Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Annual Report on Form 10-K
of the Company for the year ended December 31, 2001).
4.4* Statement of Resolution Establishing a Series of Shares
designated Series A Preferred Stock of CenterPoint Energy,
Inc. (incorporated by reference to Exhibit 3.3 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.5* Form of CenterPoint Energy, Inc. Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.6* Rights Agreement dated as of January 1, 2002 between the
Company and JPMorgan Chase Bank as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.7* Form of Indenture between NorAm Energy Corp. and The Bank of
New York, as Trustee (incorporated by reference to Exhibit
4.8 to the Registration Statement on Form S-3 of NorAm
Energy Corp. (Registration No. 33-64001)).
4.8* Form of First Supplemental Indenture to Exhibit 4.7, between
NorAm Energy Corp. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.01 to the Current
Report on Form 8-K of NorAm Energy Corp. dated June 10, 1996
(File No. 1-11739)).
4.9* Second Supplemental Indenture to Exhibit 4.7, dated as of
August 6, 1997, among Houston Lighting & Power Company, HI
Merger, Inc., NorAm Energy Corp. and The Bank of New York,
as Trustee (incorporated by reference to Exhibit 4(d)(3) to
the Annual Report on Form 10-K of NorAm Energy Corp. for the
year ended December 31, 1997 (File No. 1-3187).
4.10* Third Supplemental Indenture to Exhibit 4.7, dated as of
August 31, 2002, among the Company, Reliant Energy,
Incorporated, Reliant Energy Resources Corp. and the Bank of
New York, as Trustee (incorporated by reference to Exhibit
4(h) to the Current Report on Form 8-K of the Company filed
on September 3, 2002).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1** Powers of Attorney.
- ---------------
* Incorporated herein by reference as indicated.
** Previously filed.
ITEM 17. 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 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 percent change
in the maximum aggregate
II-2
offering price set forth in the "Calculation of Registration Fee" table
in the effective 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 paragraphs a(1)(i) and a(1)(ii) of this section 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 the registrant pursuant to section 13 or
section 15d of the Securities Exchange Act of 1934 that are incorporated by
reference in 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
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 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 Act and will be governed by the final adjudication of
such issue.
II-3
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 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 6, 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, Chief September 6, 2002
------------------------------------------------ Executive Officer and Director
R. Steve Letbetter (Principal Executive Officer)
/s/ MARK M. JACOBS Executive Vice President and September 6, 2002
------------------------------------------------ Chief Financial Officer
Mark M. Jacobs (Principal Financial Officer)
/s/ JAMES S. BRIAN Senior Vice President and September 6, 2002
------------------------------------------------ Chief Accounting Officer
James S. Brian (Principal Accounting Officer)
* Director September 6, 2002
------------------------------------------------
Milton Carroll
* Director September 6, 2002
------------------------------------------------
John T. Cater
Director September 6, 2002
------------------------------------------------
O. Holcombe Crosswell
* Director September 6, 2002
------------------------------------------------
Robert J. Cruikshank
Director September 6, 2002
------------------------------------------------
T. Milton Honea
Director September 6, 2002
------------------------------------------------
Laree E. Perez
*By: /s/ HUGH RICE KELLY
------------------------------------------
Hugh Rice Kelly, Attorney-In-Fact
II-4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1* Agreement and Plan of Merger, dated as of October 19, 2001,
by and among Reliant Energy, Incorporated, CenterPoint
Energy, Inc. and Reliant Energy MergerCo, Inc. (incorporated
by reference to Annex A to the Joint Proxy
Statement/Prospectus contained in the Registration Statement
of the Company on Form S-4 (Registration No. 333-69502) (the
"Registration Statement").
4.1* Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Annex B to the Joint
Proxy Statement/Prospectus contained the Registration
Statement).
4.2* Articles of Amendment to the Amended and Restated Articles
of Incorporation of the Company incorporated by reference to
Exhibit 3.1.1 to the Annual Report on Form 10-K of the
Company for the year ended December 31, 2001).
4.3* Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Annual Report on Form 10-K
of the Company for the year ended December 31, 2001).
4.4* Statement of Resolution Establishing a Series of Shares
designated Series A Preferred Stock of CenterPoint Energy,
Inc. (incorporated by reference to Exhibit 3.3 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.5* Form of CenterPoint Energy, Inc. Stock Certificate
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
4.6* Rights Agreement dated as of January 1, 2002 between the
Company and JPMorgan Chase Bank as Rights Agent
(incorporated by reference to Exhibit 4.2 to the Annual
Report on Form 10-K of the Company for the year ended
December 31, 2001).
4.7* Form of Indenture between NorAm Energy Corp. and The Bank of
New York, as Trustee (incorporated by reference to Exhibit
4.8 to the Registration Statement on Form S-3 of NorAm
Energy Corp. (Registration No. 33-64001)).
4.8* Form of First Supplemental Indenture to Exhibit 4.7, between
NorAm Energy Corp. and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.01 to the Current
Report on Form 8-K of NorAm Energy Corp. dated June 10, 1996
(File No. 1-11739)).
4.9* Second Supplemental Indenture to Exhibit 4.7, dated as of
August 6, 1997, among Houston Lighting & Power Company, HI
Merger, Inc., NorAm Energy Corp. and The Bank of New York,
as Trustee (incorporated by reference to Exhibit 4(d)(3) to
the Annual Report on Form 10-K of NorAm Energy Corp. for the
year ended December 31, 1997 (File No. 1-3187).
4.10* Third Supplemental Indenture to Exhibit 4.7, dated as of
August 31, 2002, among the Company, Reliant Energy,
Incorporated, Reliant Energy Resources Corp. and the Bank of
New York, as Trustee (incorporated by reference to Exhibit
4(h) to the Current Report on Form 8-K of the Company filed
on September 3, 2002).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1** Powers of Attorney.
- ---------------
* Incorporated herein by reference as indicated.
** Previously filed.
EXHIBIT 5.1
[LETTERHEAD OF BAKER BOTTS L.L.P.]
September 6, 2002
CenterPoint Energy, Inc.
1111 Louisiana Street
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in Post Effective Amendment No. 1 (the
"Post-Effective Amendment") to the Registration Statement on Form S-3
(Registration No. 333-33301) 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 "Securities Act"), relating to the issuance from time
to time of up to 9,317 shares (the "Shares") of common stock, par value $0.01
per share, of the Company (and associated rights to purchase Series A Preferred
Stock, par value $0.01 per share, of the Company (the "Rights")) upon conversion
of the 6 1/4% Convertible Junior Subordinated Debentures due 2012 (the
"Debentures") of Reliant Energy Resources Corp., a Delaware corporation
("RERC"), certain legal matters in connection with the Shares are being passed
upon for you by us. The Debentures are governed by an Indenture dated as of June
15, 1996, as amended and supplemented (the "Indenture"), between RERC as
successor in interest to NorAm Energy Corp., a Delaware corporation ("NorAm"),
and Arkla, Inc., and The Bank of New York, as trustee. At your request, this
opinion is being furnished to you for filing as Exhibit 5.1 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
Amended and Restated Bylaws of the Company, each as amended to date, the
Agreement and Plan of Merger dated as of August 11, 1996, as amended, by and
among Houston Industries Incorporated, a Texas corporation, HI Merger, Inc., a
Delaware corporation, and NorAm, the Indenture, and 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 have examined 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 or documents, as a basis for the opinions
hereinafter expressed. In giving such opinions, we have relied upon certificates
of officers of the Company with respect to the accuracy of the material factual
matters contained in such certificates. In making our examination, we have
assumed that all 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 and correct copies of the originals
thereof and that all information submitted to us was accurate and complete.
CenterPoint Energy, Inc. 2 September 6, 2002
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. The Shares, when duly issued upon conversion of the
Debentures in accordance with the terms thereof and the terms and
provisions of the Indenture, will be validly issued, fully paid and
non-assessable.
3. The issuance of the Rights associated with the Shares 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 above and in accordance
with the terms of the Rights Agreement, the Rights associated with such
Shares will be validly issued.
The opinion set forth in paragraph 3 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.
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 5.1 to the
Post-Effective Amendment. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
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. 1 to Registration Statement No. 333-33301 of CenterPoint Energy, Inc. on
Form S-3 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
