UNITED STATES 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): APRIL 13, 2005 ---------- CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31447 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) 207-1111 ---------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. On April 13, 2005, CenterPoint Energy, Inc. ("CenterPoint Energy") completed the sale of its nuclear generation assets, consisting of a 30.8% undivided interest in the South Texas Project Electric Generating Station, to Texas Genco LLC (formerly known as GC Power Acquisition LLC) for $700 million in cash. The sale was effected through the merger of CenterPoint Energy's wholly owned subsidiary, Texas Genco Holdings, Inc. ("Genco Holdings"), with a wholly owned subsidiary of Texas Genco LLC. As a result of the merger, Genco Holdings became a wholly owned subsidiary of Texas Genco LLC and CenterPoint Energy received $700 million in cash. CenterPoint Energy used the proceeds primarily to repay outstanding indebtedness. The merger was the second and final step of the transaction announced in July 2004 in which Texas Genco LLC, an entity owned by affiliates of The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group, agreed to acquire Genco Holdings. In the first step of the transaction, involving the sale of Genco Holdings' fossil generation assets (coal, lignite and gas-fired plants), CenterPoint Energy received $2.231 billion in December 2004, which was used primarily to pay down debt. In 2004, CenterPoint Energy recorded a loss of $214 million related to the sale of Genco Holdings and recorded additional losses to offset subsequent earnings of Genco Holdings. CenterPoint Energy has continued to record additional losses in 2005 to offset Genco Holdings' 2005 earnings, however, no additional loss is expected as a result of completing the final step in the sale of Genco Holdings. For additional information regarding the merger, please refer to the press release attached to this report as Exhibit 99.1, which press release is incorporated by reference herein. The following exhibit is filed herewith: 99.1 Press Release dated April 13, 2005.
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. Date: April 15, 2005 By: /s/ James S. Brian --------------------------- James S. Brian Senior Vice President and Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT 99.1 (CENTERPOINT ENERGY LOGO) For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE - -------------------------------------------------------------------------------- CENTERPOINT ENERGY COMPLETES SALE OF TEXAS GENCO HOLDINGS, INC. o $700 million in cash proceeds from today's step o $2.9 billion total proceeds for Texas Genco sale o Proceeds used primarily to pay down debt Houston - April 13, 2005 - CenterPoint Energy, Inc. (NYSE: CNP) announced today that it has completed the sale of Texas Genco Holdings, Inc., the company's wholesale electric power generation business, to Texas Genco LLC, formerly known as GC Power Acquisition LLC. The $700 million cash proceeds to CenterPoint Energy from this step will be used primarily to pay down debt. "The completion of this two-part transaction is a significant milestone for CenterPoint Energy," said David M. McClanahan, president and chief executive officer of CenterPoint Energy. "Selling our unregulated wholesale power generation business was a major part of our plan when we formed CenterPoint Energy to be primarily a regulated energy delivery business operating electric and natural gas utilities in the U.S. The sale enables us to significantly reduce our debt and turn our full attention to enhancing the business performance of our core businesses of energy delivery." The sale completes the final step of a two-part transaction announced last July in which Texas Genco LLC has acquired CenterPoint Energy's wholesale electric power generation company. In the first step of the transaction, the sale of the company's fossil generation assets (coal, lignite and gas-fired plants), CenterPoint received $2.231 billion in December 2004, which the company used primarily to pay down debt. With the completion of today's sale, CenterPoint Energy has received about $2.9 billion in cash proceeds for its interest in Texas Genco Holdings, Inc. As a result of this transaction, CenterPoint Energy no longer has any ownership interest in Texas Genco Holdings, Inc., in its subsidiary, Texas Genco, LP, the South Texas Project Electric Generating Station or in any other power generation assets. CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission & distribution, natural gas distribution and sales, and interstate pipeline and gathering operations. The company serves nearly five million metered customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. Assets total about $17 billion. With more than 9,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 130 years. For more information, visit the Web site at www.CenterPointEnergy.com. ###