Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110348
PROSPECTUS SUPPLEMENT NO. 20
(TO PROSPECTUS DATED DECEMBER 4, 2003)
(CENTERPOINT ENERGY LOGO)
$575,000,000
3.75% Convertible Senior Notes due 2023
and
Common Stock Issuable Upon Conversion of the Notes
This document supplements our prospectus dated December 4, 2003,
relating to $575,000,000 aggregate principal amount of our 3.75% Convertible
Senior Notes Due 2023 and the common stock issuable upon conversion of the
notes. You should read this prospectus supplement in conjunction with the
accompanying prospectus, which is to be delivered by selling securityholders to
prospective purchasers along with this prospectus supplement. The information in
the following table supplements the information set forth under the caption
"Selling Security Holders" in the prospectus.
PRINCIPAL AMOUNT OF NUMBER OF SHARES
NOTES BENEFICIALLY PERCENTAGE OF OF COMMON STOCK PERCENTAGE OF
OWNED THAT MAY NOTES THAT COMMON STOCK
NAME BE SOLD OUTSTANDING MAY BE SOLD OUTSTANDING (1)
---- ------------------- ------------- ---------------- ---------------
Citigroup Alternative Investments Diversified
Arbitrage Strategies Fund Ltd (2)............ $2,731,000 * 235,838 *
Citigroup Alternative Investments Enhanced
Arbitrage Strategies Fund (2)................ $761,000 * 65,717 *
Citigroup Alternative Investments Market
Neutral Arbitrage Fund L.P (2)............... $378,000 * 32,642 *
Citigroup Alternative Investments QIP Multi
Strategy Arbitrage Portfolio (2)............. $12,276,000 2.13% 1,060,104 *
Saranac Erisa Arbitrage LTD (2)................ $1,543,000 * 133,247 *
Saranac Erisa Arbitrage LP (2)................. $311,000 * 26,857 *
- ----------
* Less than 1%
(1) Calculated using 306,077,942 shares of common stock outstanding as of
November 3, 2003. In calculating this amount for each holder, we
treated as outstanding the number of shares of common stock issuable
upon conversion of all of that holder's notes, but we did not assume
conversion of any other holder's notes.
(2) Saranac Capital Management L.P. acts as a discretionary investment
advisor with respect to the notes held by the selling security holder
and, accordingly, may be deemed a beneficial owner of the notes held by
the selling security holder.
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 10 OF THE ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is January 18, 2005.