SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): SEPTEMBER 5, 2002 ---------- CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) d/b/a RELIANT ENERGY, INCORPORATED TEXAS 333-69502 74-0694415 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 LOUISIANA HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 207-3000 ----------
ITEM 5. OTHER EVENTS. On September 5, 2002, CenterPoint Energy, Inc. (d/b/a Reliant Energy, Incorporated) announced that its Board of Directors had declared a distribution of all of the shares of Reliant Resources, Inc. common stock owned by CenterPoint Energy to its common shareholders on a pro rata basis. The distribution will be made on September 30, 2002 to shareholders of record of CenterPoint Energy, Inc. common stock as of the close of business on September 20, 2002, the record date for the distribution. CenterPoint Energy expects that record holders will receive approximately 0.79 shares of Reliant Resources common stock for every share of CenterPoint Energy common stock owned. The actual distribution ratio will be determined on the record date based on the number of shares of CenterPoint Energy common stock then outstanding. A copy of CenterPoint Energy's press release announcing the distribution is furnished with this Current Report as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press Release Issued by CenterPoint Energy on September 5, 2002
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTERPOINT ENERGY, INC. d/b/a Reliant Energy, Incorporated Date: September 5, 2002 By: /s/ Hugh Rice Kelly -------------------------------- Hugh Rice Kelly Executive Vice President, General Counsel and Corporate Secretary
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EXHIBIT 99.1 FOR FURTHER INFORMATION: Sandy Fruhman, Media 713 207-3123 Marianne Paulsen, Investors 713 207-6500 FOR IMMEDIATE RELEASE: September 5, 2002 RELIANT ENERGY DECLARES SPECIAL STOCK DIVIDEND TO SPIN OFF RELIANT RESOURCES AND NAMES MILTON CARROLL CHAIRMAN OF CENTERPOINT ENERGY BOARD HOUSTON, TX - The Board of Directors of Reliant Energy, Incorporated (NYSE: REI) today declared a special stock dividend through which Reliant Energy will spin off its interest in Reliant Resources, Inc. (NYSE:RRI) to its shareholders. Holders of record as of the close of business on September 20, 2002, will receive approximately 0.79 of a share of Reliant Resources common stock for every share of Reliant Energy common stock owned. The actual distribution ratio will be based on the 240,000,000 shares of Reliant Resources common stock that Reliant Energy currently owns and the number of shares of Reliant Energy common stock that are outstanding as of the record date. The stock dividend is payable on September 30, 2002. Distribution of the Reliant Resources stock will be the final step in Reliant Energy's separation into two companies. As part of the separation, Reliant Energy already has reorganized into a new holding company, CenterPoint Energy, Inc., which will continue to conduct business under the Reliant Energy name until the spin-off is complete. "I'm pleased to report that a significant step in our company's separation was taken today," said Steve Letbetter, chairman, president and chief executive officer of Reliant Energy. "Both CenterPoint Energy and Reliant Resources are well positioned for success in their respective market sectors. This business separation will allow each company to reach its full potential." -more-
Steve Letbetter will continue to serve as chairman and chief executive officer of Reliant Resources but will step down from the CenterPoint Energy Board at the time of the spin-off. The Board of Directors elected Milton Carroll, an outside director, to serve as chairman of the CenterPoint Energy Board, also effective at the time of the spin-off. Carroll has been a member of the Reliant Energy Board since 1992. The Board also elected David M. McClanahan president and chief executive officer of CenterPoint Energy, effective at the time of the spin-off. Currently, McClanahan serves as vice chairman of Reliant Energy and as president and chief operating officer of the Reliant Energy Delivery Group. Following the spin-off of Reliant Resources, CenterPoint Energy common stock will trade under the symbol CNP on the New York and Chicago Stock Exchanges. CenterPoint Energy will be one of the largest U.S. energy delivery companies, serving 4.7 million metered customers. Its diverse and strategically located asset portfolio will include electricity transmission and distribution, natural gas distribution, pipeline and gathering operations and, initially, 14,000 MW of power generation facilities in Texas. Reliant Resources provides wholesale and retail energy services in competitive markets under the Reliant Energy brand. Its businesses include unregulated power generation and retail energy services in Texas' newly deregulated electricity market. In 2004, Reliant Resources will have the option to purchase CenterPoint Energy's interest in the 14,000 MW of power generation facilities described above. ###