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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Texas Genco Holdings, Inc.
Common Stock, par value $.001 per
share
882443 10 4
December 31, 2002
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
x Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
| 13G | ||||||
| CUSIP No. 882443 10 4 | ||||||
| 1. | Name of Reporting Person: CenterPoint Energy, Inc. |
I.R.S. Identification Nos. of above
persons (entities only): 74-0694415 |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | x | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Texas |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: -0- | |||||
| 6. | Shared Voting Power: 64,764,240 | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: 64,764,240 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
64,764,240 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 81.0% (based on a total number of shares outstanding as of December 20, 2002 of 80,000,000, as stated in the information statement filed as an exhibit to Texas Genco Holdings, Inc.’s current report on Form 8-K dated December 20, 2002, as filed with the Securities and Exchange Commission on December 23, 2002). | |||||
| 12. | Type of Reporting Person (See Instructions): CO | |||||
2
| 13G | ||||||
| CUSIP No. 882443 10 4 | ||||||
| 1. | Name of Reporting Person: Utility Holding, LLC |
I.R.S. Identification Nos. of above
persons (entities only): 51-0412919 |
||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | x | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: Delaware |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: -0- | |||||
| 6. | Shared Voting Power: 64,764,240 | |||||
| 7. | Sole Dispositive Power: -0- | |||||
| 8. | Shared Dispositive Power: 64,764,240 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
64,764,240 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 81.0% (based on a total number of shares outstanding as of December 20, 2002 of 80,000,000, as stated in the information statement filed as an exhibit to Texas Genco Holdings, Inc.’s current report on Form 8-K dated December 20, 2002, as filed with the Securities and Exchange Commission on December 23, 2002). | |||||
| 12. | Type of Reporting Person (See Instructions): OO | |||||
3
13G
| Item 1. | |||
| (a) | Name of Issuer: | ||
| Texas Genco Holdings, Inc. | |||
| (b) | Address of Issuer’s Principal Executive Offices: | ||
| 1111 Louisiana Street Houston, Texas 77002 |
|||
| Item 2. | |||
| (a) | Name of Person Filing: | ||
| (i) CenterPoint Energy, Inc. (ii) Utility Holding, LLC |
|||
| (b) | Address of Principal Business Office or, if none, Residence: | ||
| (i) 1111 Louisiana Street Houston, Texas 77002 (ii) 200 West Ninth Street Plaza Suite 411 Wilmington, Delaware 19801 |
|||
| (c) | Citizenship: | ||
| (i) Texas (ii) Delaware |
|||
| (d) | Title of Class of Securities: | ||
| Common Stock, par value $.001 per share | |||
| (e) | CUSIP Number: | ||
| 882443 10 4 | |||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| Not apllicable. | |||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
4
13G
| Item 4. | Ownership. | ||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
| (a) | Amount beneficially owned: | ||
| 64,764,240* | |||
| (b) | Percent of class: | ||
| 81.0%* | |||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| -0-* | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| 64,764,240* | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| -0-* | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| 64,764,240* | |||
| Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). | |||
| * The share amounts and the percentage figure stated in this Item 4 are provided for each of CenterPoint Energy, Inc. and Utility Holding, LLC. | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| Instruction: Dissolution of a group requires a response to this item. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
| Not applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
| Not applicable. | |||
| Item 8. | Identification and Classification of Members of the Group. | ||
| Not applicable. | |||
| Item 9. | Notice of Dissolution of Group. | ||
| Not applicable. | |||
5
13G
| Item 10. | Certification. | ||
| Not applicable. | |||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | February 10, 2003 |
| Company Name(s): | |
| CENTERPOINT ENERGY, INC. | |
| By: | /s/ Rufus S. Scott |
| Name: | Rufus S. Scott |
| Title: | Vice President, Deputy General Counsel and Assistant
Corporate Secretary |
| UTILITY HOLDING, LLC | |
| By: | /s/ Patricia F. Genzel |
| Name: | Patricia F. Genzel |
| Title: | President and Secretary |
6
EXHIBIT INDEX
Exhibit 1 — Joint Filing Agreement dated February 10, 2003 between CenterPoint Energy, Inc. and Utility Holding, LLC
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $.001 per share, of Texas Genco Holdings, Inc., a Texas corporation, and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other parties, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 10th day of February, 2003.
| CENTERPOINT ENERGY, INC. | |||
| By: | /s/ Rufus S. Scott Rufus S. Scott Vice President, Deputy General Counsel and Assistant Corporate Secretary |
||
| UTILITY HOLDING, LLC | |||
| By: |
/s/ Patricia F. Genzel Patricia F. Genzel President and Secretary |
||