SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
-----------------------------
HOUSTON LIGHTING & POWER COMPANY
To be renamed: Houston Industries Incorporated
(Exact name of registrant as specified in its charter)
TEXAS 74-0694415
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
-----------------------------
Securities to be registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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Common Stock, without par value, New York Stock Exchange
and associated rights to purchase Chicago Stock Exchange
preference stock
Securities to be registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934:
None.
ITEM 1. GENERAL INFORMATION.
(a) Houston Lighting & Power Company ("HL&P") was incorporated in
Texas on January 9, 1906 under the name Houston Lighting & Power Company.
On or after the closing date of the Succession Transaction (as described below),
HL&P will be renamed Houston Industries Incorporated ("Houston").
(b) HL&P's fiscal year ends December 31 of each year.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) Predecessor Entities: HL&P, Houston Industries Incorporated, a
Texas corporation ("HII"), and NorAm Energy Corp., a Delaware corporation
("NorAm").
(b) Succession Transaction: For a description of the Succession
Transaction, reference is made to the Joint Proxy Statement/Prospectus included
as part of the Registration Statement on Form S-4 of HII and HL&P, No. 333-11329
(and Amendments No. 1 and 2 thereto) (the "Joint Proxy Statement/Prospectus").
Reference is specifically made to the sections of the Joint Proxy
Statement/Prospectus entitled "Summary -- The Transaction" and "The
Transaction."
ITEM 3. SECURITIES TO BE REGISTERED.
Following the consummation of the Succession Transaction, Houston will
have authorized 700,000,000 shares of common stock, without par value. It is
expected that, immediately following the Succession Transaction, a maximum of
361,646,464 shares of Houston Common Stock will be outstanding, and Houston
will own no treasury stock. Each share of Houston Common Stock will have one
Houston Right (as defined in Item 4 hereof) associated therewith.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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COMMON STOCK
After the consummation of the Succession Transaction, the authorized
capital stock of Houston will consist of 700,000,000 shares of Houston Common
Stock, 10,000,000 shares of Houston Preferred Stock and 10,000,000 shares of
Preference Stock, without par value, of Houston (the "Houston Preference
Stock").
VOTING RIGHTS. Holders of Houston Common Stock will be entitled to one vote
for each share at all meetings of shareholders. Such holders will not have
cumulative rights in the election of directors. No director of Houston may be
removed from office by vote or other action of the shareholders or otherwise
except (a) with cause, as defined in the Houston Bylaws, by the affirmative vote
of the holders of at least a majority of the voting power of all outstanding
shares of capital stock of Houston entitled to vote in the election of
directors, voting together as a single class, or (b) without cause by (i) the
affirmative vote of at least 80% of all directors then in office at any regular
or special meeting of the Houston Board of Directors called for that purpose or
(ii) the affirmative vote of the holders of at least 80% of the voting power of
all outstanding shares of capital stock of Houston entitled to vote in the
election of directors, voting together as a single class. The Houston Board of
Directors shall have the power to alter, amend or repeal the Bylaws or adopt new
Bylaws by the affirmative vote of at least 80% of all directors then in office
at any regular or special meeting of the Houston Board of Directors called for
that purpose, subject to repeal or change by the affirmative vote of the holders
of at least 80% of the voting power of all the shares of Houston entitled to
vote in the election of directors, voting together as a single class. The
Houston Articles of Incorporation provide that an amendment of the articles of
incorporation of, certain mergers and consolidations involving, the sale of all
or substantially all of the assets of or the dissolution of Houston requires the
approval of the holders of a majority (rather than the two-thirds normally
required by Texas law) of the outstanding shares entitled to vote on such
matters.
DIVIDENDS. Dividends may be paid on Houston Common Stock out of any assets
of Houston available for such dividends after full cumulative dividends on all
outstanding shares of capital stock of all series ranking senior to Houston
Common Stock in respect of dividends and liquidation rights have been paid, or
declared and a sum sufficient for the payment thereof set apart, for all past
quarterly dividend periods, and after or concurrently with making payment of or
provision for dividends on the stock ranking senior to Houston Common Stock for
the then-current quarterly dividend period. The rights of holders of Houston
Common Stock to receive dividends are further subject to the prior rights of
holders of any outstanding shares of capital stock of all series ranking senior
to Houston Common Stock to have contributions made to any sinking fund that may
be established for any such series.
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LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding-up of Houston, or any reduction or decrease of its capital stock
resulting in a distribution of assets to the holders of Houston Common Stock,
the holders of Houston Common Stock shall be entitled to receive, pro rata, all
of the remaining assets of Houston available for distribution to its
shareholders but only after there shall have been paid to or set aside for the
holders of the stock ranking senior to the Houston Common Stock the full
preferential amounts fixed for each series thereof plus any dividends accrued or
in arrears thereon.
CLASSIFICATION OF BOARD OF DIRECTORS. The Houston Board of Directors is
divided into three classes, Class I, Class II and Class III. Such classes shall
be as nearly equal in number of directors as possible. At each annual meeting,
the number of directors equal to the number constituting the class whose term
expires at the time of such meeting shall be elected to hold office until the
third succeeding annual meeting.
OTHER PROVISIONS. The shares of Houston Common Stock, when issued, will be
fully paid and nonassessable; no personal liability will attach to holders of
such shares under the laws of the State of Texas. Subject to the provisions of
the Houston Bylaws imposing certain supermajority voting provisions, the rights
of the holders of shares of Houston Common Stock may not be modified otherwise
than by a vote of a majority or more of the shares outstanding, voting together
as a single class.
PREFERRED STOCK
The authorized Houston Preferred Stock is issuable in series having such
designations, dividend rates, general voting rights, liquidation prices,
redemption prices, sinking fund provisions and other terms as provided in the
Houston Articles of Incorporation or as may be established from time to time by
the Houston Board of Directors. The rights evidenced by, or amounts payable with
respect to, the shares of Houston Common Stock registered hereby may be
materially limited or qualified by the Houston Preferred Stock.
VOTING RIGHTS. The holders of Houston Preferred Stock have special voting
rights with respect to certain matters affecting the powers, preferences and
privileges of the Houston Preferred Stock of each respective series. Holders of
Houston Preferred Stock generally have the right to elect one-third of the
members of the Houston Board of Directors whenever dividends on any outstanding
Houston Preferred Stock are in arrears in an amount equal to the aggregate
dividends required to be paid on such Houston Preferred Stock in any 12-month
period, until no dividends are in arrears. However, holders of Houston Preferred
Stock have the right to elect a majority of the members of the Houston Board of
Directors whenever dividends on any outstanding Houston Preferred Stock are in
arrears in an amount equal to the aggregate dividends required to be paid on
such Houston Preferred Stock in any 24-month period, until no dividends are in
arrears. Whenever holders of any outstanding shares of Houston Preferred Stock
are entitled to elect members of the Houston Board of Directors pursuant to the
Houston Articles of Incorporation, a director elected by the holders of Houston
Preferred Stock as a class or of such other stock entitled to vote as a class
(or a director elected to fill a vacancy) shall be subject to removal by the
vote of the holders of a majority of the Houston Preferred Stock as a class or
of such other stock entitled to vote as a class for the election of directors,
as the case may be.
Directors elected by the holders of Houston Preferred Stock (or any
directors elected by such directors to fill a vacancy) shall not be classified
and shall serve for a term ending upon the election and qualification of their
successors following the termination at any time of a right of the holders of
Houston Preferred Stock to elect members of the Houston Board of Directors.
DIVIDENDS. Holders of Houston Preferred Stock are entitled to receive
cumulative dividends at the rate fixed for each such series and to have
contributions made to any sinking fund that may be established for any such
series before any dividends shall be paid or set apart for any shares of Houston
Common Stock.
LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or winding
up of Houston, or any reduction or decrease of its capital stock resulting in a
distribution of assets to the holders of Houston Common Stock, payment to the
holders of any outstanding Houston Preferred Stock of the full preferential
amounts fixed for each series thereof, plus an amount equal to any dividends
accrued or in arrears thereon, shall be made prior to the pro rata distribution
of the remaining assets of Houston to the holders of Houston Common Stock.
PREFERENCE STOCK
The Houston Board of Directors, without further action by the Houston
stockholders, will be authorized to issue the Houston Preference Stock in one or
more series and to fix and determine as to any series all the relative rights
and preferences of shares of such series so established, including, without
limitation, preferences, limitations or relative rights with respect to
redemption rights, conversion rights, if any, voting rights, if any, dividend
rights and any preferences on liquidation; provided, however, that the relative
rights of priority of Houston Preference Stock must rank junior to the relative
rights of priority of Houston Preferred Stock. One series of Houston Preference
Stock, the Series A Preference Stock, will be purchasable upon the exercise of a
Houston Right. See "--Rights Plan."
CERTAIN PROVISIONS OF THE HOUSTON ARTICLES OF INCORPORATION AND BYLAWS
Neither the Houston Articles of Incorporation nor the Houston Bylaws
contain any provision that would have an effect of delaying, deferring or
preventing a change in control of Houston and that would operate only with
respect to an extraordinary corporate transaction including Houston or any of
its subsidiaries. However, the Houston Articles of Incorporation and the Houston
Bylaws do contain certain provisions that may have the effect of rendering more
difficult certain possible takeover proposals to acquire control of Houston and
of making removal of management of Houston more difficult. The Houston Articles
of Incorporation provide that the Houston Board of Directors is divided into
three classes serving staggered three-year terms such that approximately one-
third of the Houston Board of Directors is elected each year. The Houston Bylaws
provide that no director may be removed except (a) with cause, as defined in the
Bylaws, by a majority vote of the shareholders, or (b) without cause by the
affirmative vote of 80% of the directors or 80% of the shareholders. The Houston
Bylaws further provide that no person shall be eligible for election or
reelection or to continue to serve as a member of the Houston Board of Directors
if such person is an officer, director, agent, representative, partner,
employee, nominee or affiliate of another public utility company other than
Houston or any of Houston's subsidiaries that is a public utility company. The
Houston Bylaws also provide that they may be amended or repealed, or new Bylaws
may be adopted, only upon the affirmative vote of 80% of the directors or 80% of
the shareholders. The Houston Bylaws also impose certain procedural requirements
on shareholders who wish (i) to make nominations in the election of directors,
(ii) to propose that a director be removed and (iii) to propose any repeal or
change in the Houston Bylaws. The requirements include, among other things, the
timely delivery to Houston's
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Corporate Secretary of notice of the nomination or proposal and evidence of (a)
the shareholder's status as such, (b) the number of shares he beneficially owns,
(c) a list of the persons with whom the shareholder is acting in concert and (d)
the number of shares such persons beneficially own. The Houston Bylaws further
provide that when nominating directors, the shareholder must also submit such
information with respect to the nominee as would be required by a proxy
statement and certain other information. The Houston Bylaws provide that failure
to follow the required procedures renders the nominee or proposal ineligible to
be voted upon by the shareholders.
RIGHTS PLAN
On July 11, 1990, the Board of Directors of HII declared a dividend of one
right to purchase preference stock for each outstanding share of HII Common
Stock to shareholders of record at the close of business on August 16, 1990
("HII Rights"). Each share of Houston Common Stock will include one right, which
will entitle the registered holder of Houston Common Stock to purchase from
Houston a unit consisting of one-thousandth of a share (a "Fractional Share") of
Series A Preference Stock, without par value (the "Series A Preference Stock"),
at a purchase price of $42.50 per Fractional Share, subject to adjustment
("Houston Rights"). The description and terms of the HII Rights and Houston
Rights are set forth in the Rights Agreement dated as of July 11, 1990 between
HII and Texas Commerce Bank National Association, as Rights Agent (the "Rights
Agent"), as amended and restated as of the closing date of the Succession
Transaction (the "Rights Agreement").
DETACHMENT OF RIGHTS; EXERCISABILITY. The Houston Rights will be attached
to all Houston Common Stock certificates, and no separate Rights Certificates
(as defined in the Rights Agreement) will be distributed initially. The Houston
Rights will separate from the Houston Common Stock and a "Distribution Date"
will occur, with certain exceptions, upon the earlier of (i) ten days following
a public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of Houston Common
Stock (the date of the announcement being the "Stock Acquisition Date"), or (ii)
ten business days following the commencement of a tender offer or exchange offer
that would result in a person's becoming an Acquiring Person. In certain
circumstances, the Distribution Date may be deferred by the Houston Board of
Directors. Certain inadvertent acquisitions will not result in a person's
becoming an Acquiring Person if the person promptly divests itself of sufficient
Houston Common Stock. Until the Distribution Date (or earlier redemption or
expiration of the Houston Rights), (a) the Houston Rights will be evidenced by
the Houston Common Stock certificates and will be transferred with and only with
such Houston Common Stock certificates, (b) new Houston Common Stock
certificates will contain a notation incorporating the Rights Agreement by
reference and (c) the surrender for transfer of any certificate representing
outstanding shares of Houston Common Stock will also constitute the transfer of
the Rights associated with the Houston Common Stock represented by such
certificate.
The Houston Rights are not exercisable until the Distribution Date and will
expire at the close of business on July 11, 2000 unless earlier redeemed or
exchanged by Houston as described below.
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As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Houston Common Stock as of the close of
business on the Distribution Date and, from and after the Distribution Date, the
separate Rights Certificates alone will represent the Houston Rights. All shares
of Houston Common Stock issued prior to the Distribution Date will be issued
with Houston Rights. Shares of Houston Common Stock issued after the
Distribution Date in connection with certain employee benefit plans or upon
conversion of certain securities will be issued with Houston Rights. Except as
otherwise determined by the Houston Board of Directors, no other shares of
Houston Common Stock issued after the Distribution Date will be issued with
Houston Rights.
FLIP-IN. In the event (a "Flip-In Event") that a person becomes an
Acquiring Person, except pursuant to a tender or exchange offer for all
outstanding shares of Houston Common Stock at a price and on terms that a
majority of the independent directors of Houston determines to be fair to and
otherwise in the best interests of Houston and its shareholders (a "Permitted
Offer"), each holder of a Houston Right will thereafter have the right to
receive, upon exercise of such Houston Right, a number of shares of Houston
Common Stock (or, in certain circumstances, cash, property or other securities
of Houston) having a Current Market Price (as defined in the Rights Agreement)
equal to two times the exercise price of the Houston Right. Notwithstanding the
foregoing, following the occurrence of any Triggering Event, all Houston Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by or transferred to an Acquiring Person (or by certain
related parties) will be null and void in the circumstances set forth in the
Rights Agreement.
FLIP-OVER. In the event (a "Flip-Over Event") that, at any time from and
after the time an Acquiring Person becomes such, (i) Houston is acquired in a
merger or other business combination transaction (other than certain mergers
that follow a Permitted Offer), or (ii) 50% or more of Houston's assets or
earning power is sold or transferred, each holder of a Houston Right (except
Houston Rights that are voided as set forth above) shall thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two times the exercise
price of the Houston Right. Flip-In Events and Flip-Over Events are collectively
referred to as "Triggering Events."
SERIES A PREFERENCE STOCK. After the Distribution Date, each Houston Right
will entitle the holder to purchase a Fractional Share of Series A Preference
Stock, which will be essentially the economic equivalent of one share of
Houston Common Stock.
ANTIDILUTION. The number of outstanding Houston Rights associated with a
share of Houston Common Stock, or the number of Fractional Shares of Series A
Preference Stock issuable upon exercise of a Houston Right and the exercise
price, are subject to adjustment in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Houston Common Stock
occurring prior to the Distribution Date. The exercise price payable, and the
number of Fractional Shares of Series A Preference Stock or other securities or
property issuable, upon exercise of the Houston Rights are subject to adjustment
from time to time to prevent dilution in the event of certain transactions
affecting the Series A Preference Stock.
With certain exceptions, no adjustment in the exercise price will be
required until cumulative adjustments amount to at least 1% of the exercise
price. No fractional shares of Series A Preference
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Stock that are not integral multiples of a Fractional Share are required to be
issued and, in lieu thereof, an adjustment in cash may be made based on the
market price of the Series A Preference Stock on the last trading date prior to
the date of exercise. Pursuant to the Rights Agreement, Houston reserves the
right to require prior to the occurrence of a Triggering Event that, upon any
exercise of Houston Rights, a number of Houston Rights be exercised so that only
whole shares of Series A Preference Stock will be issued.
REDEMPTION OF RIGHTS. At any time until the time a person becomes an
Acquiring Person, Houston may redeem the Houston Rights in whole, but not in
part, at a price of $.005 per Houston Right, payable, at the option of Houston,
in cash, shares of Houston Common Stock or such other consideration as the
Houston Board of Directors may determine. Immediately upon the effectiveness of
the action of the Houston Board of Directors ordering redemption of the Houston
Rights, the Houston Rights will terminate and the only right of the holders of
Houston Rights will be to receive the $.005 redemption price.
EXCHANGE OF RIGHTS. At any time after the occurrence of a Flip-In Event
and prior to a person's becoming the beneficial owner of 50% or more of the
shares of Houston Common Stock then outstanding or the occurrence of a Flip-Over
Event, Houston may exchange the Houston Rights (other than Houston Rights owned
by an Acquiring Person or an affiliate or an associate of an Acquiring Person,
which will have become void), in whole or in part, at an exchange ratio of one
share of Houston Common Stock, and/or other equity securities deemed to have the
same value as one share of Houston Common Stock, per Houston Right, subject to
adjustment.
SUBSTITUTION. If Houston has an insufficient number of authorized but
unissued shares of Houston Common Stock available to permit an exercise or
exchange of Houston Rights upon the occurrence of a Flip-In Event, it may
substitute certain other types of property for the Houston Common Stock so long
as the total value received by the holder of the Houston Rights is equivalent to
the value of the Houston Common Stock that would otherwise have been received.
Houston may substitute cash, property, equity securities or debt of Houston,
effect a reduction in the exercise price of the Houston Rights or use any
combination of the foregoing.
NO RIGHTS AS A SHAREHOLDER; TAXES. Until a Houston Right is exercised, the
holder thereof, as such, will have no rights as a shareholder of Houston,
including, without limitation, the right to vote or to receive dividends.
Shareholders may, depending upon the circumstances, recognize taxable income in
the event that the Houston Rights become exercisable for Common Stock (or other
consideration) of Houston or for the common stock of the acquiring company or
are exchanged as set forth above.
AMENDMENT OF TERMS OF RIGHTS. Other than certain provisions relating to
the principal economic terms of the Houston Rights, any of the provisions of the
Rights Agreement may be amended by the Houston Board of Directors prior to the
time a person becomes an Acquiring Person. Thereafter, the provisions of the
Rights Agreement may be amended by the Board of Directors in order to cure any
ambiguity, defect or inconsistency or to make changes that do not materially and
adversely affect the interests of holders of Houston Rights (excluding the
interests of any Acquiring Person).
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RIGHTS AGENT. Texas Commerce Bank National Association will serve as
Rights Agent with regard to the Houston Rights. Because Houston will serve as
the transfer agent and registrar for the Houston Common Stock, Houston, at the
request of the Rights Agent, may agree to perform certain ministerial
functions relating to the Houston Rights on behalf of the Rights Agent.
CERTAIN ANTI-TAKEOVER EFFECTS. The Houston Rights will have certain anti-
takeover effects. The Houston Rights will cause substantial dilution to any
person or group that attempts to acquire Houston without the approval of the
Houston Board of Directors. As a result, the overall effect of the Houston
Rights may be to render more difficult or discourage any attempt to acquire
Houston even if such acquisition may be favorable to the interests of Houston's
stockholders. Because the Houston Board of Directors can redeem the Houston
Rights or approve a Permitted Offer, the Houston Rights should not interfere
with a merger or other business combination approved by the Houston Board of
Directors.
RIGHTS AGREEMENT; SUMMARY. A copy of the Rights Agreement is available to
shareholders free of charge from Houston. This summary description of the
Houston Rights does not purport to be complete and is qualified by reference to
the Rights Agreement, which is incorporated herein by reference.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: None.
(b) Exhibits: See Index to Exhibits.
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INDEX TO EXHIBITS
* Incorporated by reference as indicated
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*2(a)(1) Agreement and Plan of Merger among Form 8-K dated 1-3187 2
HI, HL&P, HI Merger, Inc. and NorAm August 11, 1996
dated as of August 11, 1996, as
amended
*2(a)(2) Amendment to Agreement and Plan of Registration Statement on 333-11329 2(c)
Merger among HII, HL&P, HI Form S-4 dated
Merger, Inc. and NorAm dated September 4, 1996
August 11, 1996
*2(b) HII, HL&P and NorAm Joint Proxy Registration Statement on 333-11329
Statement/Prospectus Form S-4 dated
September 4, 1996
*3(a)(1) Restated Articles of Incorporation of Form 10-Q for the quarter 1-3187 3
HL&P dated May 11, 1993 ended June 30, 1993
*3(a)(2) Articles of Amendment to Exhibit 3(a) Registration Statement on 333-11329 3(b)
dated August 9, 1996 Form S-4 dated
September 4, 1996
*3(a)(3) Articles of Amendment of HL&P Combined 10-K of HL&P 1-3187 3(c)
dated as of December 3, 1996 and HII dated March 20,
1997
3(a)(4) Form of Amendments to Restated
Articles of Incorporation of HL&P
(Effective upon filing of Articles
of Merger merging HII with
and into HL&P) (Contained in Exhibit
A in Exhibit 2(a)(2) above.)
*3(b) Amended and Restated Bylaws of HII HII's Form 10-Q for the 1-7629 3
(as of May 22, 1996) (Effective as quarter ended June 30,
HL&P's Bylaws upon the Merger of 1996
HII with and into the HL&P)
*4(a)(1) Mortgage and Deed of Trust dated HL&P's Form S-7 filed 2-59748 2(b)
November 1, 1944 between HL&P on August 25, 1977
and South Texas Commercial National
Bank of Houston (Texas Commerce
Bank National Association, as
successor trustee), as Trustee, as
amended and supplemented by 20
Supplemental Indentures thereto
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REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*4(a)(2) Twenty-First through Fiftieth HL&P's Form 10-K for 1-3187 4(a)(2)
Supplemental Indentures to HL&P the year ended
Mortgage and Deed of Trust December 31, 1989
*4(a)(3) Fifty-First Supplemental Indenture HL&P's Form 10-Q for 1-3187 4(a)
dated March 25, 1991 to HL&P the quarter ended
Mortgage and Deed of Trust June 30,1991
*4(a)(4) Fifty-Second through Fifty-Fifth HL&P's Form 10-Q for 1-3187 4
Supplemental Indentures, each dated the quarter ended
March 1, 1992, to HL&P Mortgage March 31, 1992
and Deed of Trust
*4(a)(5) Fifty-Sixth and Fifty-Seventh HL&P's Form 10-Q for 1-3187 4
Supplemental Indentures, each dated the quarter ended
October 1, 1992, to HL&P Mortgage September 30, 1992
and Deed of Trust
*4(a)(6) Fifty-Eighth and Fifty-Ninth HL&P's Form 10-Q for 1-3187 4
Supplemental Indenture, each dated as the quarter ended
of March 1, 1993 to HL&P Mortgage March 31, 1993
and Deed of Trust
*4(a)(7) Sixtieth Supplemental Indenture dated HL&P's Form 10-Q for 1-3187 4
July 1, 1993 to HL&P Mortgage the quarter ended June 30,
and Deed of Trust 1993
*4(a)(8) Sixty-First through Sixty-Third HL&P's Form 10-K for 1-3187 4(a)(8)
Supplemental Indentures to HL&P the year ended
Mortgage and Deed of Trust December 31, 1993
*4(a)(9) Sixty-Fourth through Sixty-Fifth HL&P's Form 10-K for 1-3187 4(a)(9)
Supplemental Indentures, each dated the year ended
as of July 1, 1995, to HL&P Mortgage December 31, 1995
and Deed of Trust
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REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*4(b)(1) Rights Agreement dated July 11, 1990, Form 8-K dated July 11, 1-7629 4(a)(1)
as amended and restated, between HII and 1990
Texas Commerce Bank National Association,
as Rights Agent ("Rights Agent"), which
includes form of Statement of Resolution
Establishing Series of Shares designated
Series A Preference Stock and form of
Rights Certificate.
*4(b)(2) Agreement and Appointment of Agent Form 8-K dated July 11, 1-7629 4(a)(2)
dated as of July 11, 1990 between HII 1990
and the Rights Agent
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REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*4(b)(3) Form of Amended and Restated Registration Statement on 333-11329 4(b)(1)
Rights Agreement between Houston Form 4
Industries Incorporated (formerly HL&P)
and Texas Commerce Bank National Association
to be executed upon the closing of Merger,
including form of Statement of Resolution
Establishing Series Shares Designated
Series A Preference Stock and Form
of Rights Certificate
*4(c) Form of Houston Industries Registration Statement on 333-32353 4.7
Incorporated Amended and Restated Form S-3
Investor's Choice Plan to be executed
upon closing of the Merger
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, HL&P has not filed
as exhibits to this Form 8-B certain long-term debt instruments, under which
the total amount of securities authorized do not exceed 10 percent of the total
assets of HL&P and any of its subsidiaries on a consolidated basis. HL&P
hereby agrees to furnish a copy of any such instrument to the SEC upon request.
*10(a) Executive Benefit Plan of HII and Form 10-Q for the quarter 1-7629 10(a)(1)
First and Second Amendments thereto ended March 31, 1987 10(a)(2)
(effective as of June 1, 1982, July 1, and
1984, and May 7, 1986, respectively) 10(a)(3)
*10(b)(1) Executive Incentive Compensation Form 10-K for the year 1-7629 10(b)
Plan of HII (effective as of January 1, ended December 31, 1991
1982)
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REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(b)(2) First Amendment to Exhibit 10(b)(1) Form 10-Q for the 1-7629 10(a)
(effective as of March 30, 1992) quarter ended March 31,
1992
*10(b)(3) Second Amendment to Form 10-K for the 1-7629 10(b)(3)
Exhibit 10(b)(1) (effective as of year ended December 31,
November 4, 1992) 1992
*10(b)(4) Third Amendment to Exhibit 10(b)(1) Form 10-K for the 1-7629 10(b)(4)
(effective as of September 7, 1994) year ended December 31,
1994
*10(c)(1) Executive Incentive Compensation Form 10-Q for the 1-7629 10(b)(1)
Plan of HII (effective as of January 1, quarter ended March 31,
1985) 1987
*10(c)(2) First Amendment to Exhibit 10(c)(1) Form 10-K for the 1-7629 10(b)(3)
(effective as of January 1, 1985) year ended December 31,
1988
*10(c)(3) Second Amendment to Exhibit Form 10-K for the 1-7629 10(c)(3)
10(c)(1) (effective as of January 1, year ended December 31,
1985) 1991
*10(c)(4) Third Amendment to Exhibit 10(c)(1) Form 10-Q for the 1-7629 10(b)
(effective as of March 30, 1992) quarter ended March 31,
1992
*10(c)(5) Fourth Amendment to Exhibit Form 10-K for the 1-7629 10(c)(5)
10(c) (1) (effective as of November 4, year ended December 31,
1992) 1992
*10(c)(6) Fifth Amendment to Exhibit 10(c)(1) Form 10-K for the 1-7629 10(c)(6)
(effective as of September 7, 1994) year ended December 31,
1994
*10(d) Executive Incentive Compensation Form 10-Q for the 1-7629 10(b)(2)
Plan of HL&P (effective as of quarter ended March 31,
January 1, 1985) 1987
*10(e)(1) Executive Incentive Compensation Form 10-Q for the 1-7629 10(b)
Plan of HII (effective as of January 1, quarter ended June 30,
1989) 1989
*10(e)(2) First Amendment to Exhibit 10(e)(1) Form 10-K for the 1-7629 10(e)(2)
(effective as of January 1, 1989) year ended December 31,
1991
*10(e)(3) Second Amendment to Exhibit Form 10-Q for the 1-7629 10(c)
10(e)(1) (effective as of March 30, quarter ended March 31,
1992) 1992
-13-
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(e)(4) Third Amendment to Exhibit 10(e)(1) Form 10-K for the 1-7629 10(c)(4)
(effective as of November 4, 1992) year ended December 31,
1992
*10(e)(5) Fourth Amendment to Exhibit Form 10-K for the 1-7629 10(e)(5)
10(e)(1) (effective as of September 7, year ended December 31,
1994) 1994
*10(f)(1) Executive Incentive Compensation Form 10-K for the 1-7629 10(b)
Plan of HII (effective as of January 1, year ended December 31,
1991) 1990
*10(f)(2) First Amendment to Exhibit 10(f)(1) Form 10-K for the 1-7629 10(f)(2)
(effective as of January 1, 1991) year ended December 31,
1991
*10(f)(3) Second Amendment to Exhibit Form 10-Q for the 1-7629 10(d)
10(f)(1) (effective as of March 30, quarter ended March 31,
1992) 1992
*10(f)(4) Third Amendment to Exhibit 10(f)(1) Form 10-K for the 1-7629 10(f)(4)
(effective as of November 4, 1992) year ended December 31,
1992
*10(f)(5) Fourth Amendment to Exhibit 10(f)(1) Form 10-K for the 1-7629 10(f)(5)
(effective as of January 1, 1993) year ended December 31,
1992
*10(f)(6) Fifth Amendment to Exhibit 10(f)(1) Form 10-K for the 1-7629 10(f)(6)
(effective in part as of January 1, 1995 year ended December 31,
and in part, as of September 7, 1994) 1994
*10(f)(7) Sixth Amendment to Exhibit 10(f)(1) Form 10-Q for the 1-7629 10(a)
(effective as of August 1, 1995) quarter ended June 30,
1995
*10(f)(8) Seventh Amendment to Exhibit Form 10-Q for the 1-7629 10(c)
10(f)(1) (effective as of January 1, quarter ended June 30,
1996) 1996
*10(g)(1) Benefit Restoration Plan of HII Form 10-Q for the 1-7629 10(c)
(effective as of June 1, 1985) quarter ended March 31,
1987
*10(g)(2) Benefit Restoration Plan of HII as Form 10-K for the 1-7629 10(g)(2)
amended and restated year ended December 31,
(effective as of January 1, 1988) 1991
*10(g)(3) Benefit Restoration Plan of HII as Form 10-K for the 1-7629 10(g)(3)
amended and restated year ended December 31,
(effective as of July 1, 1991) 1991
-14-
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(h)(1) Deferred Compensation Plan of HII Form 10-Q for the 1-7629 10(d)
(effective as of September 1, 1985) quarter ended March 31,
1987
*10(h)(2) First Amendment to Exhibit 10(h)(1) Form 10-K for the 1-7629 10(d)(2)
(effective as of September 1, 1985) year ended December 31,
1990
*10(h)(3) Second Amendment to Exhibit Form 10-Q for the 1-7629 10(e)
10(h)(1) (effective as of March 30, quarter ended March 31,
1992) 1992
*10(h)(4) Third Amendment to Exhibit 10(h)(1) Form 10-K for the 1-7629 10(h)(4)
(effective as of June 2, 1993) year ended December 31,
1993
*10(h)(5) Fourth Amendment to Exhibit Form 10-K for the 1-7629 10(h)(5)
10(h)(1) (effective as of September 7, year ended December 31,
1994) 1994
*10(h)(6) Fifth Amendment to Exhibit 10(h) (1) Form 10-Q for the 1-7629 10(d)
(effective as of August 1, 1995) quarter ended June 30,
1995
*10(h)(7) Sixth Amendment to Exhibit 10(h)(1) Form 10-Q for the 1-7629 10(b)
(effective as of December 1, 1995) quarter ended June 30,
1995
*10(i)(1) Deferred Compensation Plan of HII Form 10-Q for the 1-7629 10(a)
(effective as of January 1, 1989) quarter ended June 30,
1989
*10(i)(2) First Amendment to Exhibit 10(i)(1) Form 10-K for the 1-7629 10(e)(3)
(effective as of January 1, 1989) year ended December 31,
1989
*10(i)(3) Second Amendment to Exhibit Form 10-Q for the 1-7629 10(f)
10(i)(1) (effective as of March 30, quarter ended March 31,
1992) 1992
*10(i)(4) Third Amendment to Exhibit 10(i)(1) Form 10-K for the 1-7629 10(i)(4)
(effective as of June 2, 1993) year ended December 31,
1993
*10(i)(5) Fourth Amendment to Exhibit 10(i)(1) Form 10-K for the year 1-7629 10(i)(5)
(effective as of September 7, 1994) ended December 31, 1994
*10(i)(6) Fifth Amendment to Exhibit 10(i)(1) Form 10-Q for the 1-7629 10(c)
(effective as of August 1, 1995) quarter ended June 30,
1995
-15-
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(i)(7) Sixth Amendment to Exhibit 10(i)(1) Form 10-Q for the 1-7629 10(c)
(effective as of December 1, 1995) quarter ended June 30,
1996
*10(j)(1) Deferred Compensation Plan of HII Form 10-K for the 1-7629 10(d)(3)
(effective as of January 1, 1991) year ended December 31,
1990
*10(j)(2) First Amendment to Exhibit 10(j)(1) Form 10-K for the 1-7629 10(j)(2)
(effective as of January 1, 1991) year ended December 31,
1991
*10(j)(3) Second Amendment to Exhibit Form 10-Q for the 1-7629 10(g)
10(j)(1) (effective as of March 30, quarter ended March 31,
1992) 1992
*10(j)(4) Third Amendment to Exhibit 10(j)(1) Form 10-K for the 1-7629 10(j)(4)
(effective as of June 2, 1993) year ended December 31,
1993
*10(j)(5) Fourth Amendment to Exhibit 10(j)(1) Form 10-K for the 1-7629 10(j)(5)
(effective as of December 1, 1993) year ended December 31,
1993
*10(j)(6) Fifth Amendment to Exhibit 10(j)(1) Form 10-K for the 1-7629 10(j)(6)
(effective as of September 7, 1994) year ended December 31,
1994
*10(j)(7) Sixth Amendment to Exhibit 10(j)(1) Form 10-Q for the 1-7629 10(b)
(effective as of August 1, 1995) quarter ended June 30,
1995
*10(j)(8) Seventh Amendment to Exhibit Form 10-Q for the 1-7629 10(d)
10(j)(i) (effective as of December 1, quarter ended June 30,
1995) 1996
*10(k)(1) Long-Term Incentive Compensation Form 10-Q for the 1-7629 10(c)
Plan of HII (effective as of January 1, quarter ended June 30,
1989) 1989
*10(k)(2) First Amendment to Exhibit 10(k)(1) Form 10-K for the 1-7629 10(f)(2)
(effective as of January 1, 1990) year ended December 31,
1989
*10(k)(3) Second Amendment to Exhibit Form 10-K for the 1-7629 10(k)(3)
10(k)(1) (effective as of December 22, year ended December 31,
1992) 1992
*10(l) Form of stock option agreement for Form 10-Q for the 1-7629 10(h)
nonqualified stock options granted quarter ended March 31,
under HII's 1989 Long-Term Incentive 1992
Compensation Plan
-16-
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(m) Forms of restricted stock agreement Form 10-Q for the 1-7629 10(i)
for restricted stock granted under HII's quarter ended March 31,
1989 Long-Term Incentive 1992.
Compensation Plan
*10(n)(1) 1994 Long-Term Incentive Form 10-K for the 1-7629 10(n)(1)
Compensation Plan of HII (effective year ended December 31,
as of January 1, 1994) 1993
*10(n)(2) Form of Stock Option Agreement for Form 10-K for the 1-7629 10(n)(2)
Nonqualified Stock Options Granted year ended December 31,
under HII's 1994 Long-Term Incentive 1993
Compensation Plan
*10(o)(1) Savings Restoration Plan of HII Form 10-K for the 1-7629 10(f)
(effective as of January 1, 1991) year ended December 31,
1990
*10(o)(2) First Amendment to Exhibit 10(o)(1) Form 10-K for the 1-7629 10(l)(2)
(effective as of January 1, 1992) year ended December 31,
1991
*10(p) Director Benefits Plan, effective as of Form 10-K for the 1-7629 10(m)
January 1, 1992 year ended December 31,
1991
*10(q)(1) Executive Life Insurance Plan of HII Form 10-K for the 1-7629 10(q)
(effective as of January 1, 1994) year ended December 31,
1993
*10(q)(2) First Amendment to Exhibit 10(q) Form 10-Q for the 1-7629 10(e)
(effective as of January 1, 1994) quarter ended June 30,
1995
*10(r) Employment and Supplemental Form 10-Q for the 1-7629 10(f)
Benefits Agreement between HL&P quarter ended March 31,
and Hugh Rice Kelly 1987
*10(s)(1) Houston Industries Incorporated Form 10-K for the 1-7629 10(s)(4)
Savings Trust (As Amended and year ended December 31,
Restated Effective July 1, 1995) 1995
*10(s)(2) Note Purchase Agreement between Form 10-K for the 1-7629 10(j)(3)
HII and the ESOP Trustee, dated as of year ended December 31,
October 5, 1990 1990
*10(t) Agreement dated June 6, 1994 HII's Form 10-Q for the 1-7629 10(a)
between HII and Don D. Jordan quarter ended June 30,
1994
*10(u) Agreement dated June 6, 1994 HII's Form 10-Q for the 1-7629 10(b)
between HII and Don D. Sykora quarter ended June 30, 1994
-17-
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(v) Letter Agreement between HII and HII's Form 10-K for the year 1-7629 10(v)
Jack Trotter ended December 31, 1994
*10(w) Employment Agreement dated Form 10-K for the year 1-3187 10(t)
April 5, 1993 between HL&P and ended December 31, 1994
William T. Cottle
*10(x)(1) Stockholder's Agreement dated as of Schedule 13-D dated July 5-19351 2
July 6, 1995 between HII and Time 6, 1995
Warner Inc.
*10(x)(2) Registration Rights Agreement dated Schedule 13-D dated July 5-19351 3
as of July 6, 1995 between HII and 6, 1995
Time Warner Inc.
10(x)(3) Amendment to Exhibits 10(x)(1) and HII's Form 10-K dated 1-7629 10(x)(3)
10(x)(2) dated November 18, 1996 March 20, 1997
*10(x)(4) Certificate of Voting Powers, Schedule 13-D dated July 5-19351 4
Designations, Preferences and 6, 1995
Relative Participating, Optional or
Other Special Rights, and
Qualifications, Limitations or
Restrictions Thereof of Series D
Convertible Preferred Stock of Time
Warner Inc.
*10(y) Houston Industries Incorporated HII's Form 10-K for the 1-7629 10(7)
Executive Deferred Compensation year ended December 31,
Trust, effective as of December 19, 1995
1995
*10(z) Agreement dated June 14, 1991 HII's Form 10-K for the 1-7629 10(aa)
between HII and David M. year ended December 31,
McClanahan 1995
*10(aa) Supplemental Pension Agreement Registration Statement on 333-11329 10(aa)
dated July 17, 1996, between HII and Form S-4
Lee W. Hogan
*10(bb) Consulting Agreement dated HII's Form 10-K dated 1-7629 10(bb)
January 14, 1997, between HII and March 20, 1997
Milton Carroll
*10(cc) Employment Agreement dated HII's Form 10-K dated 1-7629 10(cc)
February 25, 1997, between HII and March 20, 1997
Don D. Jordan
*10(dd) Employment Agreement dated HL&P's Form 10-Q for 1-3187 10
September 16, 1996 between HL&P the quarter ended
and Charles R. Crisp September 30, 1996
-18-
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(ee) Deferred Stock Appreciation NorAm's Form 10-K for 1-3751 10.2
Agreement the year ended December
31, 1988
*10(ff) Deferred Stock Appreciation NorAm's Form 10-K for 1-3751 10.3
Agreement the year ended December
31, 1988
*10(gg) Executive Supplemental Medical Plan NorAm's Proxy State- 1-3751 Page 13
ment, Annual Meeting of
Stockholders, dated
May 12, 1987
*10(hh) 1982 Nonqualified Stock Option Plan NorAm's Form S-8 dated 2-84830
with Appreciation Rights July 1, 1983
*10(ii) Nonqualified Executive Disability NorAm's Form 10-K for 1-3751 10.6
Income Plan the year ended December
31, 1988
*10(jj) Nonqualified Unfunded Executive NorAm's Form 10-K for 1-3751
Supplemental Income Retirement Plan the year ended December
31, 1988
*10(kk) Unfunded Nonqualified Retirement NorAm's Form 10-K for 1-3751 10.10
Income Plan the year ended December
31, 1985
*10(ll) Annual Incentive Award Plan As maintained in the files 1-3751
of the Commission
*10(mm) Long-Term Incentive Compensation NorAm's Form S-8 dated 33-10806
Plan December 12, 1986
*10(nn) Service Agreement, by and between NorAm's Form 10-K for 1-3751 10.20
Mississippi River Transmission the year ended December
Corporation and Laclede Gas 31, 1989
Company, dated August 22, 1989
*10(oo) Agreement and Plan of Merger, dated NorAm's Registration 33-27428 A
as of July, 1990, between NorAm Statement on Form S-4
Energy Corp., Diversified Energies,
Inc. and Minnegasco, Inc.
*10(pp) Incentive Equity Plan NorAm's Proxy State- 1-3751 Appendix B
ment, Annual Meeting of
Stockholders, dated
May 10, 1994
*10(qq) Non-Employee Director Restricted NorAm's Proxy State- 1-3751 Appendix D
Stock Plan ment, Annual Meeting of
Stockholders, dated
May 10, 1994
-19-
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ ------------------------------------------- ------------------------------ ------------ -------------
*10(rr) Severance Agreement for each of the NorAm's Form 10-Q for 1-3751 99.2
Chief Executive Officers and the four the quarter ended June 30,
most highly compensated executive 1996
officers of NorAm (T. Milton Honea,
Charles M. Oglesby, Michael B.
Bracy, William A. Kellstrom, Hubert
Gentry, Jr.) and for 10 other
executive officers of NorAm
21 Subsidiaries of HL&P
-20-
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this application for registration
(or registration statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
HOUSTON LIGHTING & POWER COMPANY
Date: July 29, 1997 By: /s/ HUGH RICE KELLY
----------------------------------
Hugh Rice Kelly
Executive Vice President, General Counsel
and Corporate Secretary
-21-
EXHIBIT 21
SUBSIDIARIES OF HL&P
After the closing date of the Succession Transaction, Houston
Industries Incorporated, a Texas corporation, will conduct its electric utility
business as Houston Lighting & Power Company.
SIGNIFICANT SUBSIDIARIES:
1) NorAm Energy Corp., a Delaware corporation
Doing business as:
Arkla
Entex
Minnegasco
2) NorAm Gas Transmission Company, a Delaware corporation
