As filed with the Securities and Exchange Commission on May 28, 1999
Registration No. 333-11329
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
on Form S-8
to Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Reliant Energy, Incorporated
(formerly known as Houston Industries Incorporated)
(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)
RELIANT ENERGY, INCORPORATED SAVINGS PLAN
(Full title of the plan)
Hugh Rice Kelly
Executive Vice President, General Counsel, and Corporate Secretary
Reliant Energy, 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
This Post-Effective Amendment No. 3 on Form S-8 to Form S-4 Registration
Statement (333-11329) is being filed pursuant to the provisions of Rule 401(e)
under the Securities Act of 1933, as amended, and the procedures described
therein. The purpose of this Post-Effective Amendment No. 3 is to reallocate
7,000,000 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
thereto, to the Reliant Energy, Incorporated Savings Plan for offer and sale
thereunder. These shares are in addition to those unsold shares reallocated by
Post-Effective Amendments Nos. 1 and 2 on Form S-8. As of May 25, 1999, there
were 7,321,053 remaining unsold shares registered on the Form S-4 Registration
Statement that had not been reallocated pursuant to Post-Effective Amendment
Nos. 1 and 2. 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) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Reliant Energy, Incorporated Savings Plan
described herein.
INTRODUCTORY STATEMENT
Reliant Energy, Incorporated (formerly known as Houston Industries
Incorporated) (the "Registrant" or the "Company") is filing this Post-Effective
Amendment No. 3 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 Reliant Energy, Incorporated Savings Plan (the "Savings Plan").
This Registration Statement also covers participation interests in the Savings
Plan.
The purpose of this Post-Effective Amendment No. 3 is to reallocate
7,000,000 shares of Common Stock covered by this Registration Statement to the
Savings Plan.
This Post-Effective Amendment No. 3 on Form S-8 relates only to the Common
Stock issuable pursuant to the terms of the Savings Plan and related
participation interests under the Savings Plan.
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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company (File No. 1-3187) or by the Savings Plan
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 Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1998;
(2) the Company's Current Report on Form 8-K filed with the Commission on
February 1, 1999;
(3) the Company's Current Report on Form 8-K filed with the Commission on
February 26, 1999;
(4) the Company's Quarterly Report on Form 10-Q for its quarterly period
ended March 31, 1998;
(5) 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; and
(6) the Annual Report on Form 11-K of the Savings Plan for its fiscal
year ended December 31, 1997.
All documents filed with the Commission by the Company and by the Savings
Plan 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 directors and officers
and to purchase and maintain insurance for such purposes. Pursuant to such
statutory and Bylaw
II-1
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 Amendment to
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 year 1-3187 3(a)
the Company (restated as of September ended December 31, 1997
1997)
4.2* - Amendment to the Company's Articles of Form 10-Q for the quarter 1-3187 3
Incorporation ended March 31, 1999
4.3* - Amended and Restated Bylaws of the Form 10-Q for the quarter 1-3187 3
Company (adopted on September 2, 1998) ended September 30, 1998
4.4** - Amended and Restated Rights Agreement
dated August 6, 1997 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
II-2
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----------- ---------------------------------------- --------------------- --------------------- --------------------
4.5* - The Savings Plan (as amended and Combined Form 10-Q 1-3187 99(c)
restated effective July 1, 1995) for the quarter 1-7629
ended March 31, 1995
4.6* - First Amendment to the Savings Plan (as Combined Form 10-Q 1-3187 99(g)
amended and restated effective July 1, for the quarter 1-7629
1995) effective June 30, 1995 ended June 30, 1995
4.7* - Second Amendment to the Savings Plan Combined Form 10-Q 1-3187 99 (e)
(as amended and restated effective July for the quarter 1-7629
1, 1995) effective August 1, 1996 ended June 30, 1997
4.8* - Fifth Amendment to the Savings Plan Form 10-K for the year 1-3187 10(c)(c)
effective as of October 15, 1997 ended December 31, 1998
4.9* - Savings Trust, as amended and restated, Form 10-K for the year 1-7629 10(s)(4)
effective July 1, 1995, between the ended December 31, 1995
Company and the Northern Trust Company
4.10 - Sixth Amendment to the Savings Plan
(as amended and restated effective
July 1, 1995) effective April 1, 1999
4.11 - Seventh Amendment to the Savings Plan
(as amended and restated effective
July 1, 1995)
5.1 - Opinion of Baker & Botts, L.L.P.
5.2 - The registrant undertakes that the
Savings Plan 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 Plan 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 Baker & Botts, L.L.P.
(included in Exhibit 5.1)
24** - Powers of Attorney
________________
* Incorporated herein by reference as indicated.
** Previously filed.
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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.
(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.
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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 26, 1999.
RELIANT ENERGY, INCORPORATED
By: *
---------------------------------
(Don D. Jordan, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act, this Post-
Effective 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
---------- ----- ----
* Chairman and Chief Executive May 26, 1999
- --------------------- Officer and Director
(Don D. Jordan) (Principal Executive Officer
and Director)
/s/ Stephen W. Naeve Executive Vice President and May 26, 1999
- --------------------- Chief Financial Officer
(Stephen W. Naeve) (Principal Financial Officer)
/s/ Mary P. Ricciardello Vice President and Comptroller May 26, 1999
- ------------------------ (Principal Accounting Officer)
(Mary P. Ricciardello)
JAMES A. BAKER III, RICHARD E.
BALZHISER, MILTON CARROLL, A majority of the May 26, 1999
JOHN T. CATER, ROBERT J. Board of Directors
CRUIKSHANK, LINNET F. DEILY,
LEE W. HOGAN, R. STEVE LETBETTER,
ALEXANDER F. SCHILT*
*By: /s/ Stephen W. Naeve
-------------------------
(Stephen W. Naeve, Attorney-In-Fact)
II-5
Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Post-Effective Amendment on Form S-8 to
Form S-4 Registration Statement to be signed on behalf of the Reliant Energy,
Incorporated Savings Plan by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on May 26, 1999.
RELIANT ENERGY, INCORPORATED SAVINGS PLAN
By: /s/ Lee W. Hogan
-----------------
(Lee W. Hogan)
Chairman of the Benefits Committee of
Reliant Energy, Incorporated, Plan
Administrator
II-6
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 the year 1-3187 3(a)
the Company (restated as of September ended December 31, 1997
1997)
4.2* - Amendment to the Company's Articles of Form 10-Q for the quarter 1-3187 3
Incorporation ended March 31, 1999
4.3* - Amended and Restated Bylaws of the Form 10-Q for the quarter 1-3187 3
Company (adopted on September 2, 1998) ended September 30, 1998
4.4** - Amended and Restated Rights Agreement
dated August 6, 1997 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
4.5* - The Savings Plan (as amended and Combined Form 10-Q 1-3187 99(c)
restated effective July 1, 1995) for the quarter 1-7629
ended March 31, 1995
4.6* - First Amendment to the Savings Plan (as Combined Form 10-Q 1-3187 99(g)
amended and restated effective July 1, for the quarter 1-7629
1995) effective June 30, 1995 ended June 30, 1995
4.7* - Second Amendment to the Savings Plan Combined Form 10-Q 1-3187 99(e)
(as amended and restated effective July for the quarter 1-7629
1, 1995) effective August 1, 1996 ended June 30, 1997
4.8* - Fifth Amendment to the Savings Plan Form 10-K for the year 1-3187 10(c)(c)
effective as of October 15, 1997 ended December 31, 1998
4.9* - Savings Trust, as amended and restated, Form 10-K for the year 1-7629 10(s)(4)
effective July 1, 1995, between the ended December 31, 1995
Company and the Northern Trust Company
4.10 - Sixth Amendment to the Savings Plan
(as amended and restated effective
July 1, 1995) effective April 1, 1999
4.11 - Seventh Amendment to the Savings Plan
(as amended and restated effective
July 1, 1995)
5.1 - Opinion of Baker & Botts, L.L.P.
II-7
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
- ----------- ---------------------------------------- --------------------- --------------------- --------------------
5.2 - The registrant undertakes that the
Savings Plan 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 Plan 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 Baker & Botts, L.L.P.
(included in Exhibit 5.1)
24** - Powers of Attorney
________________
* Incorporated herein by reference as indicated.
** Previously filed.
II-8
EXHIBIT 4.10
HOUSTON INDUSTRIES INCORPORATED
SAVINGS PLAN
(As Amended and Restated Effective July 1, 1995)
Sixth Amendment
The Benefits Committee of Houston Industries Incorporated, having reserved
the right under Section 10.3 of the Houston Industries Incorporated Savings
Plan, as amended and restated effective July 1, 1995, and thereafter amended
(the "Plan"), to amend the Plan, does hereby amend the Plan as follows:
1. Effective as of April 1, 1999, or such later date as prescribed by
paragraph 2 hereof, Section 8.2 of the Plan is hereby amended in its entirety as
follows:
"8.2 Diversification Election:
(a) Each Participant who has (i) completed at least ten years of
participation in the Plan and the Prior Plan and (ii) attained age 55
(hereinafter, a "Qualified Participant") may elect within 90 days after the
close of each Plan Year in the initial election period (as defined herein),
to direct the investment of up to 25% of the sum of the balances in such
Participant's ESOP Account and Employer Matching Account (to the extent
such portion exceeds the amount to which a prior election to diversify
under this Section 8.2(a) applies) into any or all Investment Funds with
the exception of the HI Common Stock Fund, and such election shall be
effective as of the last Valuation Date in March. In each Plan Year after
the initial election period, the percentage shall be 50% instead of 25%.
The initial election period means the five Plan Year period beginning with
the first Plan Year in which the Participant first became a Qualified
Participant.
(b) Each Participant may elect, once each calendar year in the manner
and subject to such rules, procedures and overriding Plan limits as
specified by the Committee, to direct the investment of up to 50% of the
sum of the balances in the Participant's ESOP Account and Employer Matching
Account which are attributable to Employer Contributions made with respect
to periods on or after April 1, 1999 into any or all Investment Funds with
the exception of the HI Common Stock Fund; provided, however, that at least
50% of the aggregate sum of the balances in the ESOP Accounts and Employer
Matching Accounts of all Participants must be invested in Company Stock.
Such election shall be effective as soon as reasonably practicable
following receipt of the election to diversify, but in no event
shall the election be effective earlier than the close of business on the
Valuation Date on which the election is received. Any amounts so
diversified and reinvested may subsequently be directed by the Participant
in the same manner as amounts in the Participant's After-Tax and Pre-Tax
Contribution Accounts as described in Section 8.1, except that none of the
amounts so diversified may be invested in the HI Common Stock Fund."
2. This Amendment shall not become effective unless and until (i) the
Internal Revenue Service issues a favorable determination letter indicating that
the Amendment will not adversely affect the Plan's qualification under Section
401(a) of the Internal Revenue Code of 1986 (the "Code") or the Plan's
classification as an "Employee Stock Ownership Plan," as defined in Section
4975(e)(7) of the Code, and (ii) the Benefits Committee (by formal written
resolution) elects to implement the terms of the Amendment on or after April 1,
1999.
IN WITNESS WHEREOF, the Company has caused these presents to be executed by
its duly authorized officer in a number of copies, all of which shall constitute
one and the same instrument, which may be sufficiently evidenced by any executed
copy hereof, this 29th day of April, 1999, but effective as of the date
specified herein.
BENEFITS COMMITTEE OF
HOUSTON INDUSTRIES INCORPORATED
By /s/ Lee W. Hogan
--------------------------------
Lee W. Hogan, Chairman
ATTEST:
/s/ Elizabeth P. Weylandt
- --------------------------------
Elizabeth P. Weylandt, Secretary
EXHIBIT 4.11
HOUSTON INDUSTRIES INCORPORATED
SAVINGS PLAN
(As Amended and Restated Effective July 1, 1995)
Seventh Amendment
The Benefits Committee of Houston Industries Incorporated, having reserved
the right under Section 10.3 of the Houston Industries Incorporated Savings
Plan, as amended and restated effective July 1, 1995, and thereafter amended
(the "Plan"), to amend the Plan, does hereby amend the Plan, effective as of the
dates specified below, as follows:
1. Section 1.11 of the Plan is hereby amended, effective as of January
1, 1997, by deleting the fourth and fifth sentences thereof.
2. Section 3.7 of the Plan is hereby amended, effective as of December
12, 1994, by adding the following to the end of the first paragraph thereof:
"Notwithstanding any provisions of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the
Code."
3. Section 3.10 of the Plan is hereby amended, effective as of October
1, 1997, by adding the following new Subsection (c) to the end thereof:
"(c) In addition and with respect to only those Participants who
previously had an account established under the STP Savings Plan (as
defined in Section 8.4) as of October 1, 1997, prior to their employment
after such date by an Employer covered by this Plan, the period of
employment of such Participant by STP shall be deemed to be employment by
an Affiliate hereunder for purposes of eligibility and vesting and shall be
calculated as provided in Section 3.10(a) above."
1
4. The second paragraph of Section 4.1 of the Plan is hereby amended,
effective as of January 1, 1999, to read as follows:
"The Employer shall also make an Employer Matching Contribution (subject
to adjustments for forfeitures and limitations on annual additions as
elsewhere specified in the Plan) in the amount, if any, necessary to result
in a total allocation under Article V to each Participant's Prior Plan and
ESOP Accounts of not less than 75% of the total of his Pre-Tax Basic
Contribution and After-Tax Basic Contribution for the Plan Year in the case
of HII Participants. Further, the Employer shall make an additional ESOP
Contribution and/or Employer Matching Contribution, if necessary, to make
the allocation required under Section 5.3(d)(ii) with respect to dividends
used to repay an Exempt Loan. In addition, in its discretion, the Employer
may make an additional Employer Matching Contribution in an amount
determined by the Board of Directors of the Employer and communicated to
the Participants within 90 days following the close of the applicable Plan
Year."
5. The fourth sentence of Section 4.2 of the Plan is hereby amended,
effective as of January 1, 1998, to read as follows:
"A Participant's Pre-Tax Contributions under this Plan and all other plans,
contracts or arrangements of the Employer shall not exceed a maximum
contribution of $10,000 (as adjusted by the Secretary of the Treasury) for
each calendar year."
6. The definition of "Highly Compensated Employee" in Section 4.5(b)
of the Plan is hereby amended, effective as of January 1, 1997, by inserting the
following as new paragraphs following the fourth paragraph thereto:
"Effective January 1, 1997, 'Highly Compensated Employee' shall mean any
Employee and any employee of an Affiliate who is a highly compensated
employee under Section 414(q) of the Code, including any Employee and any
employee of an Affiliate who:
(i) was a 5% owner during the current Plan year or prior Plan Year;
or
(ii) received Compensation during the Plan Year (as defined in
Section 5.5(d)(6) in excess of $80,000 or such other dollar amount as may
be prescribed by the Secretary of the Treasury or his delegate and, if
elected by the Employer, was in the 'top-paid group' (the top 20% of
payroll) for the Plan Year, excluding Employees described in Code Section
414(p)(8).
2
In determining an Employee's status as a Highly Compensated Employee
within the meaning of Section 414(q), the entities set forth in Treasury
Regulation Section 1.414(q)-1T Q&A-6(a)(1) through (4) must be taken into
account as a single employer.
A former Employee shall be treated as a Highly Compensated Employee if
(1) such former Employee was a Highly Compensated Employee when he
separated from Service, or (2) such former Employee was a Highly
Compensated Employee in Service at any time after attaining age 55."
7. The sixth paragraph of Section 4.5 of the Plan is hereby deleted,
effective as of January 1, 1997.
8. Section 4.8 of the Plan is hereby amended in its entirety,
effective as of January 1, 1997, to read as follows:
"4.8 Excess Pre-Tax Contributions: As soon as possible following the
end of the Plan Year, the Committee shall determine whether either of the
tests contained in Section 4.5 were satisfied as of the end of the Plan
Year, and any excess Pre-Tax Contributions, plus any income and minus any
loss attributable thereto, of those Participants who are among the Highly
Compensated Employees shall be distributed to such Participants in the
manner provided below based on the amount of Pre-Tax Contributions. In
addition, the Employer Contribution made with respect to such excess Pre-
Tax Contributions shall be forfeited and applied to reduce future Employer
Contributions otherwise required under Section 4.1. Such income shall
include the allocable gain or loss for the Plan Year only.
The amount of any excess Pre-Tax Contributions to be distributed to a
Participant shall be reduced by Excess Deferrals previously distributed to
him pursuant to Section 4.2 for the taxable year ending in the same Plan
Year. All excess Pre-Tax Contributions shall be returned to the
Participants no later than the last day of the following Plan Year. The
excess Pre-Tax Contributions, if any, of each Participant who is among the
Highly Compensated Employees shall be determined by computing the maximum
Actual Deferral Percentage which each such Participant may defer under (a)
or (b) of Section 4.5 and then reducing the Actual Deferral Percentage of
some or all of such Participants through the distribution of such excess
Pre-Tax Contributions, on the basis of the amount of Pre-Tax Contributions
of such Participants, as necessary to reduce the overall Actual Deferral
Percentage for eligible Participants who are among the Highly Compensated
Employees to a level which satisfies either (a) or (b) of Section 4.5,
according to the following procedures:
3
(a) the Pre-Tax Contributions of the Highly Compensated Employee
or Employees with the highest dollar amount of Pre-Tax Contributions
shall be reduced to equal the dollar amount of the Pre-Tax
Contributions of the Highly Compensated Employee or Employees with the
next highest dollar amount of Pre-Tax Contributions;
(b) the reduction amount determined in clause (a) shall be
distributed to the Highly Compensated Employee or Employees who had
the highest dollar amount of Pre-Tax Contributions prior to such
reduction; and
(c) the procedures in clause (a) and (b) shall be repeated until
the total excess Pre-Tax Contributions are distributed and compliance
is achieved with (a) or (b) of Section 4.5.
If these distributions are made, the Actual Deferral Percentage is treated
as meeting the nondiscrimination test of Section 401(k)(3) of the Code
regardless of whether the Actual Deferral Percentage, if recalculated after
distributions, would satisfy Section 401(k)(3) of the Code. The above
procedures are used for purposes of recharacterizing excess Pre-Tax
Contributions under Section 401(k)(8)(A)(ii) of the Code. For purposes of
Section 401(m)(9) of the Code, if a corrective distribution of excess Pre-
Tax Contributions has been made, or a recharacterization has occurred, the
Actual Deferral Percentage for Highly Compensated Employees is deemed to be
the largest amount permitted under Section 401(k)(3) of the Code.
The income or loss attributable to the Participant's excess Pre-Tax
Contributions for the Plan Year shall be determined by multiplying the
income or loss attributable to the Participant's Pre-Tax Contribution
Account balance for the Plan Year by a fraction, the numerator of which is
the excess Pre-Tax Contribution and the denominator of which is the
Participant's total Pre-Tax Contribution Account balance. Excess Pre-Tax
Contributions shall be treated as Annual Additions under Section 5.5 of the
Plan."
9. Section 4.9 of the Plan is hereby deleted and the following
Sections renumbered accordingly, effective as of January 1, 1997, along with all
current references in the Plan affected by such deletion.
10. The second paragraph of Section 4.11 (prior to renumbering) of the
Plan is hereby deleted, effective as of January 1, 1997.
4
11. Section 4.12 (prior to renumbering) of the Plan is hereby amended
in its entirety, effective as of January 1, 1997, to read as follows:
"4.12 Treatment of Excess Aggregate Contributions or ESOP
Contributions: If neither of the tests described above in Section 4.11 are
satisfied with respect to either Aggregate Contributions or ESOP
Contributions, the excess Aggregate Contributions or ESOP Contributions (as
applicable), plus any income and minus any loss attributable thereto, shall
be forfeited or, if not forfeitable, shall be distributed no later than the
last day of the Plan Year following the Plan Year in which such excess
Aggregate Contributions or ESOP Contributions (as applicable) were made.
Such income shall include the allocable gain or loss for the Plan Year
only. The income or loss attributable to the Participant's excess Aggregate
Contributions or ESOP Contributions (as applicable) for the Plan Year shall
be determined by multiplying the income or loss attributable to the
Participant's Account for the Plan Year by a fraction, the numerator of
which is the excess Aggregate Contribution or ESOP Contributions (as
applicable), and the denominator of which is the Participant's total
Account balance. Excess Aggregate Contributions or ESOP Contributions shall
be treated as Annual Additions under Section 5.5 of the Plan.
The excess Aggregate Contributions or ESOP Contributions (as
applicable), if any, of each Participant who is among the Highly
Compensated Employees shall be determined by computing the maximum
Contribution Percentage under (a) or (b) of Section 4.11 and then reducing
the Contribution Percentage of some or all of such Participants whose
Contribution Percentage exceeds the maximum through the distribution or
forfeiture of the excess Aggregate Contributions or ESOP Contributions (as
applicable), on the basis of the amount of such excess contributions
attributable to such Participants, as necessary to reduce the overall
Contribution Percentage for eligible Participants who are among the Highly
Compensated Employees to a level which satisfies either (a) or (b) of
Section 4.11, according to the following procedures:
(a) the Aggregate Contributions or ESOP Contributions (as
applicable) of the Highly Compensated Employee or Employees with the
highest dollar amount of such contributions shall be reduced to equal
the dollar amount of the Aggregate Contributions or ESOP Contributions
(as applicable) of the Highly Compensated Employee or Employees with
the next highest dollar amount of such contributions;
(b) the reduction amount determined in clause (a) shall be
forfeited by or, if not forfeitable, distributed to the Highly
Compensated Employee or Employees who had the highest dollar
5
amount of Aggregate Contributions or ESOP Contributions (as
applicable) prior to such reduction; and
(c) the procedures in clause (a) and (b) shall be repeated until
the total excess Aggregate Contributions or ESOP Contributions (as
applicable) are forfeited and/or distributed and compliance is
achieved with (a) or (b) of Section 4.11.
If these forfeitures and/or distributions are made, the Contribution
Percentage is treated as meeting the nondiscrimination test of Section
401(m)(2) of the Code regardless of whether the Contribution Percentage, if
recalculated after such forfeitures and/or distributions would satisfy
Section 401(m)(2) of the Code. For purposes of Section 401(m)(9) of the
Code, if a corrective distribution of excess Aggregate Contributions or
ESOP Contributions (as applicable) has been made, the Contribution
Percentage for Highly Compensated Employees is deemed to be the largest
amount under Section 401(m)(2) of the Code.
For each Participant who is a Highly Compensated Employee, the amount of
excess Aggregate Contributions or ESOP Contributions (as applicable) is
equal to the total Employer Contributions and After-Tax Contributions on
behalf of the Participant (determined prior to the application of this
paragraph) minus the amount determined by multiplying the Participant's
actual contribution ratio (determined after application of this paragraph)
by his Compensation used in determining such ratio. The individual ratios
and Contribution Percentages shall be calculated to the nearest 1/100 of 1%
of the Employee's Compensation, as such term is used in paragraph (b) of
Section 4.11."
12. Section 4.13 (prior to renumbering) of the Plan is hereby deleted,
effective as of January 1, 1997.
13. Section 5.5(c) of the Plan is hereby amended, effective as of
January 1, 2000, by adding the following to the end thereof:
"5. Termination of Section 5.5(c)
From and after January 1, 2000, the provisions of this Section 5.5(c)
shall no longer apply."
6
14. Clause (A) of Section 5.5(d)(5) of the Plan is hereby amended,
effective as of January 1, 1995, to read as follows:
"A. $30,000, as adjusted by the Secretary of the Treasury or his
delegate; or"
15. The last sentence of the last paragraph of Section 5.5(d)(6) of
the Plan is hereby amended, effective as of January 1, 1998, to read as follows:
"Notwithstanding anything to the contrary in this definition, Compensation
shall include any and all items which may be included in Compensation under
Code Section 415(c)(3), including effective January 1, 1998, (i) any
elective deferral (as defined in Code Section 402(g)(3) and (ii) any amount
which is contributed or deferred by the Employer at the election of the
Employee and which is not includible in the gross income of the Employee by
reason of Code Section 125 or 457."
16. The first paragraph of Section 6.1 of the Plan is hereby amended,
effective January 1, 1999, to read as follows:
"6.1 Termination of Service: In the event of a termination of Service
on or after the Effective Date but prior to January 1, 1999, the provisions
of Section 6.1 of the Plan as in effect immediately prior to this Amendment
shall govern. In the event of a termination of Service on or after January
1, 1999, any Participant for any reason other than disability, Retirement
on or after Retirement Date or death, a Participant shall, subject to the
further provisions of the Plan, be entitled to receive 100% of the values
in his Pre-Tax Contribution Account and After-Tax Contribution Account,
plus a portion of his Employer Matching Account and ESOP Account determined
by reference to his number of years of Vesting Service and the following
table:
Vesting
Years of Vesting Service Percentage
------------------------ ----------
Less than 2 0%
2 but less than 3 25%
3 but less than 4 50%
4 but less than 5 75%
5 and more 100%"
17. The first paragraph of Section 6.6 of the Plan is hereby amended,
effective as of January 1, 1998, by replacing any reference to "$3,500" with
"$5,000."
7
18. Section 6.6(b) of the Plan is hereby amended in its entirety,
effective as of January 1, 1999, to read as follows:
"(b) As a distribution in kind of the shares held for his Account in
the HI Common Stock Fund and the ESOP Fund. If Company Stock acquired with
the proceeds of an Exempt Loan and available for distribution consists of
more than one class, a Participant shall receive substantially the same
proportion of each such class to the extent the distribution is a
distribution from the ESOP Fund. A Participant may elect to receive any
percentage, up to 100%, of the vested portion of his Accounts in the HI
Common Stock Fund and the ESOP Fund in whole shares of Company Stock, and
the remaining HI Common Stock Fund balance, ESOP Fund balance and other
Investment Fund balances in cash. If a Participant elects to receive the
entire vested portion of his Accounts in the HI Common Stock Fund and the
ESOP Fund in whole shares of Company Stock, such Participant shall be
entitled to receive a number of whole shares of Company Stock plus the cash
value of any partial shares of Company Stock necessary to equal the sum of
(i) the value in the HI Common Stock Fund held in his Pre-Tax Contribution
Account and/or his After-Tax Contribution Account as of the Valuation Date
specified in Section 6.8, and (ii) the vested portion of the value in the
HI Common Stock Fund held in his Employer Matching Account and the vested
portion of the value in the ESOP Fund held in his ESOP Account as of such
Valuation Date. If a Participant elects to receive a percentage which is
less than 100% of the vested portion of his Accounts in the HI Common Stock
Fund and the ESOP Fund in whole shares of Company Stock, then the result
obtained from the preceding formula shall be multiplied by such percentage
to obtain the number of whole shares of Company Stock and cash for partial
shares of Company Stock to be distributed to such Participant."
19. The third paragraph of Section 6.9 of the Plan is hereby amended,
effective as of January 1, 1999, by replacing any reference to "suspense" with
"separate."
20. Section 6.10 of the Plan is hereby amended in its entirety,
effective as of January 1, 1999, to read as follows:
"6.10 Required Minimum Distributions: Notwithstanding any provision of
this Plan to the contrary, prior to January 1, 1999, for a Participant
attaining age 70 1/2 prior to January 1, 1999, any benefits to which a
Participant is entitled shall commence not later than the April 1 following
the calendar year in which the Participant attains age 70 1/2, whether or
not such Participant's employment had terminated in such year. Effective
January 1, 1999, for a Participant attaining age 70 1/2 after December 31,
1998, any benefits to which a Participant is entitled shall commence not
later than the April 1 following the latter of (i) the calendar year in
which the Participant attains age 70 1/2 or (ii) the calendar year in which
the
8
Participant's employment terminates (provided, however, that clause (ii) of
this sentence shall not apply in the case of a Participant who is a "five-
percent owner" (as such term is defined in Section 416 of the Code) with
respect to the Plan Year ending in the calendar year in which such
Participant attains age 70 1/2). If a Participant is receiving
distributions from his Accounts on January 1, 1999 pursuant to this Section
6.10 as in effect prior to January 1, 1999, but would not be required to
receive distributions under this Section 6.10 as in effect on January 1,
1999, then the Participant may elect to cease distributions from his
Accounts until the April 1 following the end of the calendar year in which
such Participant terminates employment. Distributions under this Section
6.10 shall be at least equal to the required minimum distributions under
Section 401(a)(9) of the Code; provided, however, that any installment
distributions pursuant to this Section 6.10 for Participants who have not
terminated employment shall be made over a period not to exceed ten (10)
years."
21. The last sentence of Section 7.3 of the Plan is hereby amended,
effective as of January 1, 1999, to read as follows:
"Except as provided in Section 7.4 and under Article VI, no withdrawals
shall be permitted from a Participant's Pre-Tax Contribution Account,
Employer Matching Account or ESOP Account."
22. The last sentence of Section 7.4(b) of the Plan is hereby amended,
effective as of January 1, 1999, to read as follows:
"A Borrower may repay an outstanding loan in full at any time."
23. The first sentence of Section 12.4 of the Plan is hereby amended,
effective as of August 5, 1997, to read as follows:
"Except as otherwise provided below and with respect to certain judgments
and settlements pursuant to Section 401(a)(13) of the Code, no interest,
right or claim in or to the part of the Trust Fund attributable to the Pre-
Tax Contribution Account, the After-Tax Contribution Account, the Employer
Matching Account or the ESOP Account of any Participant, or any
distribution of benefits therefrom, shall be assignable, transferable or
subject to sale, mortgage, pledge, hypothecation, commutation,
anticipation, garnishment, attachment, execution, claim or levy of any
kind, voluntary or involuntary (excluding a levy on an Account other than a
Pre-Tax Contribution Account for taxes filed upon the Plan by the Internal
Revenue Service), including without limitation any claim asserted by a
spouse or former spouse of any Participant, and the Trustee shall not
recognize any attempt to assign, transfer, sell, mortgage, pledge,
hypothecate, commute or anticipate the same."
9
IN WITNESS WHEREOF, the Benefits Committee of Houston Industries
Incorporated has caused these presents to be executed by its duly authorized
Chairman in a number of copies, all of which shall constitute one and the same
instrument, which may be sufficiently evidenced by any executed copy hereof,
this 29th day of April, 1999, but effective as of the dates specified herein.
BENEFITS COMMITTEE OF
HOUSTON INDUSTRIES INCORPORATED
By /s/ Lee W. Hogan
--------------------------
Lee W. Hogan, Chairman
ATTEST:
/s/ Elizabeth P. Weylandt
- -------------------------------------
Elizabeth P. Weylandt, Secretary
10
EXHIBIT 5
---------
[Letterhead of Baker & Botts, L.L.P.]
May 27, 1999
Reliant Energy, Incorporated
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in Post-Effective Amendment No. 3 on Form S-8 (the "Post-
Effective Amendment") to the Registration Statement on Form S-4 (No. 333-11329)
to be filed by Reliant Energy, Incorporated, a Texas corporation (formerly named
Houston Industries Incorporated and herein called the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to up to 7,000,000 shares (the "Shares") of common stock, without par
value, of the Company (the "Common Stock") and associated rights to purchase
Series A Preference Stock, without par value, of the Company (the "Rights"),
which may be offered and sold from time to time pursuant to the Reliant Energy,
Incorporated Savings Plan (the "Savings Plan"), certain legal matters in
connection with the Shares subject to original issuance by the Company and the
Rights associated therewith are being passed upon for you by us. At your
request, this opinion is being furnished to you for filing as Exhibit 5.1 to the
Post-Effective Amendment.
In our capacity as your counsel in the connection referred to above, we
have examined the Company's Restated Articles of Incorporation and Amended and
Restated Bylaws, each as amended to date, and the Amended and Restated Rights
Agreement dated as of August 6, 1997 between the Company and Chase Bank of
Texas, National Association (the "Rights Agreement") and have examined
originals, or copies certified or otherwise identified, of corporate records of
the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments or documents, as a basis for the
opinions hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates. In making our
examination, we have assumed that all signatures on all documents examined by us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof and that all information submitted to us was
accurate and complete.
On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Texas.
Reliant Energy, Incorporated -2- May 27, 1999
2. When and to the extent originally issued by the Company to the Trustee
under the Savings Plan from time to time upon purchase by the Trustee and
payment therefor in accordance with the terms and provisions of the Savings
Plan, such Shares will be duly authorized, validly issued, fully paid and
nonassessable.
3. The issuance of the Rights associated with the Shares referred to in
paragraph 2 above has been duly authorized by all requisite corporate action
on the part of the Company and, upon issuance from time to time in connection
with the issuance of the associated Shares as provided in paragraph 2 above
and in accordance with the terms of the Rights Agreement, the Rights
associated with such Shares will be validly issued.
The opinion set forth in paragraph 3 above is limited to the valid issuance
of the Rights under the Texas Business Corporation Act. In this connection, we
do not express any opinion herein on any other aspect of the Rights, the effect
of any equitable principles or fiduciary considerations relating to the adoption
of the Rights Agreement or the issuance of the Rights, the enforceability of any
particular provisions of the Rights Agreement, or the provisions of the Rights
Agreement which discriminate or create unequal voting power among shareholders.
This opinion is limited to the original issuance of Shares and Rights by
the Company and does not cover shares of Common Stock and related Rights
delivered by the Company out of shares and related Rights reacquired by it or
purchased other than from the Company by the Trustee under the Savings Plan.
We are members of the Texas Bar and the opinions set forth above are
limited in all respects to matters of Texas law as in effect on the date hereof.
Very truly yours,
Baker & Botts, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 3 on Form S-8 to Registration Statement No. 333-11329 on Form S-4 of Reliant
Energy, Incorporated of our reports dated February 25, 1999 and June 24, 1998,
appearing in the Annual Report on Form 10-K of Reliant Energy, Incorporated for
the Year ended December 31, 1998 and in the Annual Report on Form 11-K of
Reliant Energy, Incorporated Savings Plan for the year ended December 31, 1997,
respectively.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
May 26, 1999
