As Filed With the Securities and Exchange Commission on May 22, 1998
Registration No. 333-11329
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
Post-Effective Amendment No. 2
on Form S-8
to Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
HOUSTON INDUSTRIES INCORPORATED
(formerly named Houston Lighting & Power Company)
(Exact name of issuer as specified in its charter)
---------------------------
TEXAS 74-0694415
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
---------------------------
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN
MINNEGASCO DIVISION EMPLOYEES' RETIREMENT SAVINGS PLAN
HOUSTON INDUSTRIES INCORPORATED LONG-TERM INCENTIVE COMPENSATION PLAN
1994 HOUSTON INDUSTRIES INCORPORATED LONG-TERM INCENTIVE COMPENSATION PLAN
HOUSTON INDUSTRIES ENERGY, INC. LONG-TERM PROJECT INCENTIVE COMPENSATION PLAN
HOUSTON INDUSTRIES INCORPORATED STOCK BENEFIT PLAN
HOUSTON INDUSTRIES INCORPORATED STOCK PLAN FOR OUTSIDE DIRECTORS
(Full title of the plans)
---------------------------
Hugh Rice Kelly
Executive Vice President, General Counsel, and Corporate Secretary
Houston Industries Incorporated
1111 Louisiana
Houston, Texas 77002
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (713) 207-3000
---------------------------
The purpose of this Post-Effective Amendment No. 2 is to add the NorAm Energy
Corp. Employee Savings and Investment Plan to the Plans under which Common Stock
(and related participation interests) may be offered and sold and to reallocate
575,000 unsold shares of the Registrant's Common Stock, without par value,
including associated preference stock purchase rights, registered on the
Form S-4 Registration Statement prior to any Post-Effective Amendment on
Form S-8 as follows: 275,000 shares which may be offered and sold pursuant to
the NorAm Energy Corp. Employee Savings and Investment Plan and 300,000
additional shares which may be offered and sold pursuant to the Minnegasco
Division Employees' Retirement Savings Plan. These shares are in addition to
those unsold shares reallocated by Post-Effective Amendment No. 1 on Form S-8.
Remaining unsold shares reallocated to plans pursuant to Post-Effective
Amendment No. 1 on Form S-8 as of March 31, 1998 total 11,434,697 shares.
Remaining unsold shares registered on the Form S-4 Registration Statement that
have not been reallocated pursuant to either Post-Effective Amendment No. 1 or
this Post-Effective Amendment No. 2 as of March 31, 1998 total 7,321,053 shares.
The registration fee in respect of such Common Stock was paid at the time of the
original filing of the Registration Statement on Form S-4 relating to such
Common Stock.
In addition, pursuant to Rule 416(c), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Houston
Industries Incorporated Savings Plan, the NorAm Energy Corp. Employee Savings
and Investment Plan and the Minnegasco Division Employees' Retirement Savings
Plan described herein.
================================================================================
INTRODUCTORY STATEMENT
Houston Industries Incorporated (formerly named Houston Lighting &
Power Company) (the "Registrant" or the "Company") is filing this Post-Effective
Amendment No. 2 on Form S-8 to Form S-4 Registration Statement relating to its
Common Stock, without par value, and associated Rights to purchase its Series A
Preference Stock, without par value (such Common Stock and associated Rights
collectively, the "Common Stock"), which may be offered and sold pursuant to the
terms of the Houston Industries Incorporated Savings Plan (the "HII Savings
Plan"), the NorAm Energy Corp. Employee Savings and Investment Plan (the "NorAm
Savings Plan"), the Minnegasco Division Employees' Retirement Savings Plan (the
"Minnegasco Savings Plan"), the Houston Industries Incorporated Long-Term
Incentive Compensation Plan, the 1994 Houston Industries Incorporated Long-Term
Incentive Compensation Plan, the Houston Industries Energy, Inc. Long-Term
Project Incentive Compensation Plan, the Houston Industries Incorporated Stock
Benefit Plan and the Houston Industries Incorporated Stock Plan for Outside
Directors (collectively, the "Plans"). With respect to the HII Savings Plan, the
NorAm Savings Plan and the Minnegasco Savings Plan (collectively, the "Savings
Plans"), this Registration Statement also covers related Plan participation
interests.
The purpose of this Post-Effective Amendment No. 2 is to add the NorAm
Savings Plan to the Plans under which Common Stock (and related participation
interests) may be offered and sold pursuant to this Registration Statement and
to reallocate additional shares covered by this Registration Statement to the
Minnegasco Savings Plan and the NorAm Savings Plan.
This Post-Effective Amendment No. 2 on Form S-8 relates only to the
Common Stock issuable pursuant to the terms of the Plans and related
participation interests under the Savings Plans.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the plan information required by
Item 1 of Form S-8 and the statement of availability of registrant information
and any other information required by Item 2 of Form S-8 will be sent or given
to participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
I-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company (File
No. 1-3187) or by the Savings Plans pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or as otherwise indicated, are hereby
incorporated herein by reference:
(1) the Annual Report on Form 10-K of the Company for the year ended
December 31, 1997;
(2) the Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1998;
(3) the description of the Common Stock contained in Item 4 of the
Company's Registration Statement on Form 8-B, as filed with the Commission
on July 30, 1997, pursuant to Section 12(b) of the Exchange Act;
(4) the Annual Report on Form 11-K of the HII Savings Plan for the
year ended December 31, 1996;
(5) the Annual Report on Form 11-K of the NorAm Savings Plan for the
year ended December 31, 1996, filed as an exhibit to the Form 10-K/A filed
by NorAm Energy Corp. ("NorAm") for the year ended December 31, 1996, dated
June 12, 1997; and
(6) the Annual Report on Form 11-K of the Minnegasco Savings Plan for
the year ended December 31, 1996, filed as an exhibit to NorAm's Form
10-K/A for the year ended December 31, 1996, filed August 7, 1997.
All documents filed with the Commission by the Company and by the
Savings Plans pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained herein or incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Company's Amended and Restated Bylaws
provide the Company with broad powers and authority to indemnify its
II-1
directors and officers and to purchase and maintain insurance for such purposes.
Pursuant to such statutory and Bylaw provisions, the Company has purchased
insurance against certain costs of indemnification that may be incurred by it
and by its officers and directors.
Additionally, Article IX of the Company's Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of such Director's duty of
loyalty to the Company and its shareholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (iii)
transactions from which a director receives an improper benefit, irrespective of
whether the benefit resulted from an action taken within the scope of the
director's office, (iv) acts or omissions for which liability is specifically
provided by statute and (v) acts relating to unlawful stock repurchases or
payments of dividends.
Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the benefit
of the directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Company existing at the time of the repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this Registration
Statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----- -------------------- --------- ------ ---------
4.1* - Restated Articles of Incorporation of Form 10-K for the 1-3187 3(a)
the Company (Restated as of year ended
September 1997) December 31,
1997
4.2* - Amended and Restated Bylaws of the Form 10-K for the 1-3187 3(b)
Company (as of December 1997) year ended
December 31,
1997
4.3* - Agreement and Plan of Form 8-K dated 1-7629 2
Merger among Houston August 11, 1996
Industries Incorporated
("Old HII"), the Company,
HI Merger, Inc. ("Merger
Sub") and NorAm Energy Corp.
("Old NorAm") dated as of
August 11, 1996
4.4* - Amendment to Agreement and Registration 333-11329 2(c)
Plan of Merger among Old Statement on
HII, the Company, Merger Form S-4
Sub and Old NorAm dated as of
October 23, 1996
II-2
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----- -------------------- --------- ------ ---------
4.5* - Amended and Restated Rights Registration 333-11329 4(b)(1)
Agreement dated August 6, 1997 Statement on Form S-4
between the Company and Chase Bank
of Texas, National Association,
as Rights Agent, including form of
Statement of Resolution Establishing
Series of Shares designated Series A
Preference Stock and form of Rights
Certificate
4.6* - Houston Industries Incorporated Combined Form 1-3187 99(c)
Savings Plan (as amended and restated 10-Q for the 1-7629
effective July 1, 1995) quarter ended
March 31, 1995
4.7* - First Amendment to Houston Industries Combined Form 1-3187 99(g)
Incorporated Savings Plan (as amended 10-Q for the 1-7629
and restated effective July 1, 1995) quarter ended June
effective June 30, 1995 30, 1995
4.8* - Second Amendment to Houston Combined Form 1-3187 99(e)
Industries Incorporated Savings Plan 10-Q for the 1-7629
(as amended and restated effective July quarter ended
1, 1995) effective August 1, 1996 June 30, 1997
4.9* - Houston Industries Incorporated Form 10-K for the 1-7629 10(s)(4)
Savings Trust, as amended and year ended
restated, effective July 1, 1995, December 31,
between the Company and the 1995
Northern Trust Company
4.10** - Minnegasco Division Employees'
Retirement Savings Plan
4.11** - Second Amendment to Minnegasco
Division Employees' Retirement
Savings Plan
4.12** - Minnegasco Division Employees'
Retirement Savings Plan Trust
Agreement
4.13* - Houston Industries Incorporated Long- Form 10-Q for the 1-7629 10(c)
Term Incentive Compensation Plan quarter ended
June 30, 1989
4.14* - First Amendment to Long-Term Form 10-K for the 1-7629 10(f)(2)
Incentive Compensation Plan year ended
December 31,
1989
II-3
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----- -------------------- --------- ------ ---------
4.15* - Second Amendment to Long-Term Form 10-K for the 1-7629 10(k)(3)
Incentive Compensation Plan year ended
December 31,
1992
4.16* - 1994 Houston Industries Incorporated Form 10-K for the 1-7629 10(n)(1)
Long-Term Incentive Compensation year ended
Plan December 31,
1993
4.17** - First Amendment (effective May 9,
1997) to 1994 Houston Industries
Incorporated Long-Term Incentive
Compensation Plan
4.18* - Houston Industries Energy, Inc. Long- Registration 033-56855 4.5
Term Project Incentive Compensation Statement on Form
Plan S-8
4.19* - Houston Industries Incorporated Stock Registration 033-50629 4.5
Benefit Plan Statement on Form
S-8
4.20* - Houston Industries Incorporated Stock Registration 333-04411 4.4
Plan for Outside Directors Statement on Form
S-8
4.21* - NorAm Energy Corp. Employee Savings and Registration 333-32585 4.10
Investment Plan Statement on Form
S-8
4.22* - First Amendment to NorAm Energy Corp. Registration 333-32585 4.11
Employee Savings and Investment Plan Statement on Form
S-8
4.23* - Second Amendment to NorAm Energy Corp. Registration 333-32585 4.12
Employee Savings and Investment Plan Statement on Form
S-8
4.24* - Third Amendment to NorAm Energy Corp. Registration 333-32585 4.13
Employee Savings and Investment Plan Statement on Form
S-8
4.25* - Fourth Amendment to NorAm Energy Corp. Registration 333-32585 4.14
Employee Savings and Investment Plan Statement on Form
S-8
4.26* - NorAm Energy Corp. Employee Savings and Registration 333-32585 4.15
Investment Plan Trust Agreement Statement on Form
S-8
5.1** - Opinion of Baker & Botts, L.L.P. [No
opinion is being filed with this Post-
Effective Amendment No. 2 because no
securities to be originally issued are
included in the Common Stock to be
reallocated to the Minnegasco Savings
Plan and the NorAm Savings Plan.]
II-4
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----- -------------------- --------- ------ ---------
5.2 - The registrant undertakes that the
Savings Plans and any amendment
thereto have been or will be submitted
to the Internal Revenue Service
("IRS") in a timely manner and all
changes required by the IRS for the
Savings Plans to be qualified under
Section 401 of the Internal Revenue
Code have been or will be made.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Coopers & Lybrand L.L.P.
23.3** - Consent of Baker & Botts, L.L.P.
(included in Exhibit 5(a))
24** - Powers of Attorney
________________
* Incorporated herein by reference as indicated.
** Previously filed.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-5
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment on Form S-8 to Form S-4
Registration Statement and has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on May 22, 1998.
HOUSTON INDUSTRIES INCORPORATED
By: /s/ Don D. Jordan
-----------------------------------
(Don D. Jordan, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act, this Amendment on
Form S-8 to Form S-4 Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ Don D. Jordan Chairman and Chief Executive May 22, 1998
- -------------------------- Officer and Director
(Don D. Jordan) (Principal Executive Officer and
Director)
/s/ Stephen W. Naeve Senior Vice President and May 22, 1998
- -------------------------- Chief Financial Officer
(Stephen W. Naeve) (Principal Financial Officer)
/s/ Mary P. Ricciardello Vice President and May 22, 1998
- -------------------------- Comptroller
(Mary P. Ricciardello) (Principal Accounting Officer)
JAMES A. BAKER III, RICHARD E.
BALZHISER, MILTON CARROLL,
JOHN T. CATER, ROBERT J.
CRUIKSHANK, LINNET F. DEILY, A majority of the Board of May 22, 1998
LEE W. HOGAN, ALEXANDER F. Directors
SCHILT, BERTRAM WOLFE,
R. STEVE LETBETTER *
*By: /s/ Hugh Rice Kelly
---------------------------------
(Hugh Rice Kelly, Attorney-In-Fact)
II-7
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Amendment to be signed on behalf of the
Houston Industries Incorporated Savings Plan by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 22, 1998.
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
By: /s/ Lee W. Hogan
------------------------------------
(Lee W. Hogan)
Chairman of the Benefits Committee
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Amendment to be signed on behalf of the
Minnegasco Division Employees' Retirement Savings Plan by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on May 22,
1998.
MINNEGASCO DIVISION EMPLOYEES' RETIREMENT
SAVINGS PLAN
By: /s/ Lee W. Hogan
------------------------------------
(Lee W. Hogan)
Chairman of the Benefits Committee
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Amendment to be signed on behalf of the
NorAm Energy Corp. Employee Savings and Investment Plan by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on
May 22, 1998.
NORAM ENERGY CORP. EMPLOYEE SAVINGS AND
INVESTMENT PLAN
By: /s/ Lee W. Hogan
------------------------------------
(Lee W. Hogan)
Chairman of the Benefits Committee
II-8
INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----- -------------------- --------- ------ ---------
4.1* - Restated Articles of Incorporation of Form 10-K for 1-3187 3(a)
the Company (Restated as of the year ended
September 1997) December 31, 1997
4.2* - Amended and Restated Bylaws of the Form 10-K for the 1-3187 3(b)
Company (as of December 1997) year ended
December 31, 1997
4.3* - Agreement and Plan of Merger among Form 8-K dated 1-7629 2
Houston Industries Incorporated ("Old August 11, 1996
HII"), the Company, HI Merger, Inc.
("Merger Sub") and NorAm Energy Corp.
("Old NorAm") dated as of August 11, 1996
4.4* - Amendment to Agreement and Plan of Registration 333-11329 2(c)
Merger among Old HII, the Company, Statement on
Merger Sub and Old NorAm dated as of Form S-4
October 23, 1996
4.5* - Amended and Restated Rights Registration 333-11329 4(b)(1)
Agreement dated August 6, 1997 Statement on
between the Company and Chase Form S-4
Bank of Texas, National Association,
as Rights Agent, including form of
Statement of Resolution Establishing
Series of Shares designated Series A
Preference Stock and form of Rights
Certificate
4.6* - Houston Industries Incorporated Combined Form 1-3187 99(c)
Savings Plan (as amended and restated 10-Q for the 1-7629
effective July 1, 1995) quarter ended
March 31, 1995
4.7* - First Amendment to Houston Industries Combined Form 1-3187 99(g)
Incorporated Savings Plan (as amended 10-Q for the 1-7629
and restated effective July 1, 1995) quarter ended
effective June 30, 1995 June 30, 1995
4.8* - Second Amendment to Houston Combined Form 1-3187 99(e)
Industries Incorporated Savings Plan 10-Q for the 1-7629
(as amended and restated effective July quarter ended
1, 1995) effective August 1, 1996 June 30, 1997
II-9
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----- -------------------- --------- ------ ---------
4.9* - Houston Industries Incorporated Form 10-K for the 1-7629 10(s)(4)
Savings Trust, as amended and year ended
restated, effective July 1, 1995, December 31, 1995
between the Company and the
Northern Trust Company
4.10** - Minnegasco Division Employees'
Retirement Savings Plan
4.11** - Second Amendment to Minnegasco
Division Employees' Retirement
Savings Plan
4.12** - Minnegasco Division Employees'
Retirement Savings Plan Trust
Agreement
4.13* - Houston Industries Incorporated Long- Form 10-Q for the 1-7629 10(c)
Term Incentive Compensation Plan quarter ended
June 30, 1989
4.14* - First Amendment to Long-Term Form 10-K for 1-7629 10(f)(2)
Incentive Compensation Plan the year ended
December 31,
1989
4.15* - Second Amendment to Long-Term Form 10-K for the 1-7629 10(k)(3)
Incentive Compensation Plan year ended
December 31,
1992
4.16* - 1994 Houston Industries Incorporated Form 10-K for the 1-7629 10(n)(1)
Long-Term Incentive Compensation year ended
Plan December 31,
1993
4.17** - First Amendment (effective May 9,
1997) to 1994 Houston Industries
Incorporated Long-Term Incentive
Compensation Plan
4.18* - Houston Industries Energy, Inc. Long- Registration 033-56855 4.5
Term Project Incentive Compensation Statement on Form
Plan S-8
4.19* - Houston Industries Incorporated Stock Registration 033-50629 4.5
Benefit Plan Statement on Form
S-8
4.20* - Houston Industries Incorporated Stock Registration 333-04411 4.4
Plan for Outside Directors Statement on Form
S-8
II-10
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----- -------------------- --------- ------ ---------
4.21* - NorAm Energy Corp. Employee Savings and Registration 333-32585 4.10
Investment Plan Statement on Form
S-8
4.22* - First Amendment to NorAm Energy Corp. Registration 333-32585 4.11
Employee Savings and Investment Plan Statement on Form
S-8
4.23* - Second Amendment to NorAm Energy Corp. Registration 333-32585 4.12
Employee Savings and Investment Plan Statement on Form
S-8
4.24* - Third Amendment to NorAm Energy Corp. Registration 333-32585 4.13
Employee Savings and Investment Plan Statement on Form
S-8
4.25* - Fourth Amendment to NorAm Energy Corp. Registration 333-32585 4.14
Employee Savings and Investment Plan Statement on Form
S-8
4.26* - NorAm Energy Corp. Employee Savings and Registration 333-32585 4.15
Investment Plan Trust Agreement Statement on Form
S-8
5.1** - Opinion of Baker & Botts, L.L.P. [No
opinion is being filed with this Post-
Effective Amendment No. 2 because no
securities to be originally issued are
included in the Common Stock to be
reallocated to the Minnegasco Savings
Plan and the NorAm Savings Plan.]
5.2 - The registrant undertakes that the
Savings Plans and any amendment
thereto have been or will be submitted
to the Internal Revenue Service
("IRS") in a timely manner and all
changes required by the IRS for the
Savings Plans to be qualified under
Section 401 of the Internal Revenue
Code have been or will be made.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of Coopers & Lybrand L.L.P.
23.3** - Consent of Baker & Botts, L.L.P.
(included in Exhibit 5(a))
24** - Powers of Attorney
________________
* Incorporated herein by reference as indicated.
** Previously filed.
II-11
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 2 on Form S-8 to Registration Statement on Form S-4 (Reg. No. 333-
11329) of Houston Industries Incorporated ("HII", formerly named "Houston
Lighting & Power Company") of our reports dated February 20, 1998 (relating to
the consolidated financial statements of HII) appearing in the Annual Report on
Form 10-K of HII for the year ended December 31, 1997 and of our report dated
June 24, 1997, appearing in the Annual Report on Form 11-K of the HII Savings
Plan for the year ended December 31, 1996.
DELOITTE & TOUCHE, LLP
Houston, Texas
May 21, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 on Form S-8 to the registration statement of Houston Industries
Incorporated (formerly named "Houston Lighting & Power Company") on Form S-4
(Registration No. 333-11329) of our report dated June 20, 1997, on our audits of
the financial statements of the Minnegasco Division Employees' Retirement
Savings Plan as of December 31, 1996 and 1995, and for the year ended December
31 1996, which report is included in the Minnegasco Division Employees'
Retirement Savings Plan Annual Report on Form 11-K for the year ended December
31, 1996, and of our report dated June 6, 1997, on our audits of the financial
statements of the NorAm Energy Corp. Employee Savings and Investment Plan, as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, and 1995,
which report is included in the NorAm Energy Corp. Employee Savings and
Investment Plan Annual Report on Form 11-K for the year ended December 31, 1996.
COOPERS & LYBRAND L.L.P.
Houston, Texas
May 21, 1998
