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): MAY 28, 2004
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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
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TEXAS GENCO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1-31449 76-0695920
(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
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On May 28, 2004, Texas Genco Holdings, Inc., a majority-owned
subsidiary of CenterPoint Energy, Inc., announced that its Board of Directors
had voted to exercise its right of first refusal to purchase up to the entire
25.2 percent interest in the South Texas Project Electric Generating Station
that is currently owned by American Electric Power ("AEP"). For additional
information regarding this matter, please refer to Texas Genco's press release
attached to this report as Exhibit 99.1 (the "Press Release"), which Press
Release is incorporated by reference herein.
Texas Genco expects to fund the purchase of its share of AEP's interest
with internally generated funds and, if and to the extent required, a new bank
credit facility.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some of the statements in this report and the Press Release attached to
this report are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those expressed or implied by these statements. You can generally identify
our forward-looking statements by the words "should," "intend," "expect" or
other similar words.
We have based our forward-looking statements on our management's
beliefs and assumptions based on information available to our management at the
time the statements are made. We caution you that assumptions, beliefs,
expectations, intentions and projections about future events may and often do
vary materially from actual results. Therefore, we cannot assure you that actual
results will not differ materially from those expressed or implied by our
forward-looking statements.
Changes in federal, state and local regulations affecting Texas Genco's
and CenterPoint Energy's businesses, the timing and extent of changes in
commodity prices, particularly natural gas, and the inability of Texas Genco to
arrange future financings on acceptable terms could cause actual results to
differ materially from those expressed or implied in forward-looking statements.
You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks only as of the date of the particular
statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release issued May 28, 2004.
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: June 1, 2004 By: /s/ James S. Brian
----------------------------------
James S. Brian
Senior Vice President and
Chief Accounting Officer
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.
TEXAS GENCO HOLDINGS, INC.
Date: June 1, 2004 By: /s/ James S. Brian
----------------------------------
James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
99.1 Press Release issued May 28, 2004.
EXHIBIT 99.1
For more information contact
MEDIA:
LETICIA LOWE
[TEXAS GENCO LOGO] Phone 713.207.7702
INVESTORS:
MARIANNE PAULSEN
Phone 713.207.6500
FOR IMMEDIATE RELEASE Page 1 of 1
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TEXAS GENCO'S BOARD AUTHORIZES INCREASED
OWNERSHIP IN STP NUCLEAR PLANT
HOUSTON, TX - May 28, 2004 - The Board of Directors of Texas Genco
Holdings, Inc. (NYSE:TGN), a majority-owned subsidiary of CenterPoint Energy,
Inc. (NYSE: CNP), voted to exercise its right of first refusal to purchase up to
the entire 25.2 percent interest in the South Texas Project Electric Generating
Station (STP) that is currently owned by American Electric Power (AEP).
In addition to AEP, the 2,500 megawatt nuclear plant is owned by Texas
Genco (30.8 percent), City Public Service of San Antonio (CPS) (28 percent) and
Austin Energy (16 percent).
AEP had previously announced that it had received an offer of $333
million, subject to certain adjustments, to purchase its 630 megawatt interest.
Under the STP Participation Agreement, co-owners wishing to acquire AEP's
interest are entitled to do so at the proposed sale price.
Austin Energy indicated that it will not exercise its right of first
refusal, while CPS indicated that it intends to purchase at least 12 percent or
300 megawatts. Accordingly, Texas Genco should be entitled to purchase a 13.2
percent interest or 330 megawatts from AEP.
Texas Genco Holdings, Inc., based in Houston, Texas, is one of the largest
wholesale electric power generating companies in the United States with over
14,000 megawatts of generation capacity, of which approximately 2,500 megawatts
are currently in mothball status. It sells electric generation capacity, energy
and ancillary services in one of the nation's largest power markets, the
Electric Reliability Council of Texas (ERCOT). Texas Genco has one of the most
diversified generation portfolios in Texas, using natural gas, oil, coal,
lignite, and uranium fuels. The company owns and operates 60 generating units at
11 electric power-generating facilities and owns a 30.8 percent interest in a
nuclear generating plant. Texas Genco currently is a majority-owned subsidiary
of CenterPoint Energy, Inc. For more information, visit our web site at
www.txgenco.com.
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