As filed with the Securities and Exchange Commission on June 18, 1999
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RELIANT ENERGY, INCORPORATED
(Exact name of registrant as specified in its charter)
Texas 74-0694415
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1111 Louisiana Hugh Rice Kelly
Houston, Texas 77002 Executive Vice President, General Counsel and
(713) 207-3000 Corporate Secretary
(Address, including zip code, 1111 Louisiana
and telephone number, including Houston, Texas 77002
area code, of registrant's (713) 207-3000
principal executive offices) (Name, address, including zip code, and
telephone number, including area code,
of agent for service)
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Copies to:
Margo S. Scholin Steven R. Loeshelle
Baker & Botts, L.L.P. Dewey Ballantine LLP
910 Louisiana 1301 Avenue of the Americas
One Shell Plaza New York, New York 10019-6092
Houston, Texas 77002-4995 (212) 259-8000
(713) 229-1234
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Approximate Date of Commencement of Proposed Sale to Public: From time to time
after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate offering registration
securities to be registered registered (1) per unit (2) price (2) fee (3)
==========================================================================================================================
Common Stock, without par value (1).......... 15,000,000 shares $ 2.718.75 $ 430,781,250 $ 119,757.19
==========================================================================================================================
(1) Includes preference stock purchase rights of one Right per share associated
with the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) and based upon the average of the high and low sales
prices of the Common Stock of Reliant Energy, Incorporated as reported on
the New York Stock Exchange Composite Tape on June 11, 1999.
(3) No separate consideration is payable for the Rights. Therefore, the
registration fee for such securities is included in the fee for the Common
Stock.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion, dated June 18, 1999
PROSPECTUS
[Logo]
RELIANT ENERGY, INCORPORATED
1111 Louisiana
Houston, Texas 77002
(713) 207-3000
15,000,000 SHARES
COMMON STOCK
___________________________________________________________________________
We may offer and sell up to 15,000,000 shares of our common stock, including the
associated rights to purchase preference stock, by use of this prospectus. We
will provide the specific terms of any offerings in one or more supplements to
this prospectus. You should read this prospectus and related supplement
carefully before you invest in our common stock. This prospectus may not be used
to offer and sell our common stock unless accompanied by a prospectus
supplement.
Our common stock is listed on the New York Stock Exchange and the Chicago Stock
Exchange under the symbol "REI."
___________________________________________________________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This prospectus is dated __________, 1999
Table of Contents
About This Prospectus................. 2
Where You Can Find More Information... 3
Reliant Energy........................ 4
Use of Proceeds....................... 4
Description of Our Capital Stock...... 4
Plan of Distribution.................. 12
Legal Matters......................... 14
Experts............................... 14
About This Prospectus
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission using a "shelf" registration process. By
using this process, we may offer up to 15,000,000 shares of our common stock in
one or more offerings. This prospectus provides you with a description of the
common stock we may offer. Each time we offer common stock, we will provide a
prospectus supplement. The prospectus supplement will describe the specific
terms of the offering. The prospectus supplement may also add, update or change
the information contained in this prospectus. Please carefully read this
prospectus, the applicable prospectus supplement and the information contained
in the documents we refer to in the "Where You Can Find More Information"
section of this prospectus.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not authorized anyone else to provide you with any different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell common stock in any jurisdiction
where the offer or sale is not permitted. The information contained in this
prospectus is current only as of the date of this prospectus.
2
Where You Can Find More Information
We file reports and other information with the SEC. You may read and copy
any document we file with the SEC at the SEC's Public Reference Room located at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the SEC located at the Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite
1300, New York, New York 10048. You may obtain further information regarding the
operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-
0330. Our filings are also available to the public on the SEC's Internet site
located at http://www.sec.gov. In addition, you may inspect our reports at the
offices of the New York Stock Exchange, Inc. at 20 Broad Street, New York, New
York 10005 and at the offices of the Chicago Stock Exchange at 440 South LaSalle
Street, Chicago, Illinois 60605.
The SEC allows us to "incorporate by reference" into this prospectus
information we file with the SEC. This means we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered to be part of this prospectus, unless we
update or supersede that information by the information contained in this
prospectus, a prospectus supplement or information that we file subsequently
that is incorporated by reference into this prospectus. We are incorporating by
reference into this prospectus the following documents that we have filed with
the SEC, and our future filings with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until the offering of the common
stock is completed:
. our Annual Report on Form 10-K for the fiscal year ended December 31,
1998,
. our Current Report on Form 8-K dated January 29, 1999 and filed with
the SEC on February 1, 1999,
. our Current Report on Form 8-K dated February 25, 1999 and filed with
the SEC on February 26, 1999,
. our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999, and
. the description of our common stock and related rights contained in
Item 4 of our registration statement (filed under a prior name,
Houston Lighting & Power Company) on Form 8-B, as filed with the SEC
on July 30, 1997.
This prospectus is part of a registration statement we have filed with the
SEC relating to our common stock. As permitted by SEC rules, this prospectus
does not contain all of the information included in the registration statement
and the accompanying exhibits and schedules we file with the SEC. You should
read the registration statement, the exhibits and schedules for more information
about us and our common stock. The registration statement, exhibits and
schedules are also available at the SEC's Public Reference Room or through its
web site.
You may also obtain a copy of our filings with the SEC at no cost, by
writing to or telephoning us at the following address:
Reliant Energy, Incorporated
1111 Louisiana
Houston, Texas 77002
Attn: Corporate Secretary
(713) 207-3000
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Reliant Energy
We are a diversified international energy services company. Reliant Energy
HL&P, our electric utility division, provides electric utility services to
approximately 1.6 million customers in the City of Houston, Texas, and
surrounding areas of the Texas Gulf Coast. Reliant Energy Resources Corp.
(Resources), our largest subsidiary, is a natural gas utility serving over 2.8
million customers in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and
Texas. Resources, through its subsidiaries, is also a major interstate natural
gas pipeline company and a provider of energy marketing services.
Our other principal subsidiaries include:
. Reliant Energy International, Inc., which participates in the
privatization of foreign generating and distribution facilities and
the development and acquisition of foreign independent power projects,
and
. Reliant Energy Power Generation, Inc., which participates in the
acquisition, development and operation of non-rate regulated power
generation assets.
Subject to certain limited exceptions, we are exempt from regulation as a
public utility holding company pursuant to Section 3(a)(2) of the Public Utility
Holding Company Act of 1935. On May 7, 1999, we amended our restated articles of
incorporation to change our name from "Houston Industries Incorporated" to
"Reliant Energy, Incorporated."
Use of Proceeds
Unless we inform you otherwise in the applicable supplement to this
prospectus, we anticipate that we will use any net proceeds from the sale of the
common stock offered hereby for general corporate purposes. These purposes may
include, but are not limited to:
. working capital,
. capital expenditures,
. acquisitions, and
. the repayment or refinancing of our indebtedness, including inter-
company indebtedness.
Description of Our Capital Stock
As of May 31, 1999, our authorized capital stock consisted of:
. 700,000,000 shares of common stock, without par value, of which
296,351,039 shares were outstanding,
. 10,000,000 shares of preferred stock, without par value, of which
97,397 shares were outstanding, and
. 10,000,000 shares of preference stock, without par value, of which:
. 700,000 shares are classified as Series A preference stock, none
of which was outstanding,
. 27,000 shares are classified as Series B preference stock, 17,000
of which were outstanding and held by one of our subsidiaries,
and
. 1,575 shares are classified as Series C preference stock, none of
which was outstanding.
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Common Stock
Voting Rights. Holders of common stock are entitled to one vote for each
share on all matters submitted to a vote of shareholders and do not have
cumulative voting rights in the election of directors. Subject to the voting
rights expressly conferred under prescribed conditions to holders of our
preferred stock and our preference stock, the holders of common stock possess
exclusive full voting power for the election of directors and for all other
purposes.
We may:
. amend our restated articles of incorporation,
. enter into specified mergers, consolidations and share exchanges,
. sell all or substantially all of our assets, or
. dissolve
if we obtain the approval of holders of a majority, rather than the two-thirds
normally required by Texas law, of the outstanding shares of our capital stock
entitled to vote on such matters.
Dividends. We may pay dividends on our common stock out of our assets
available for dividends. However, we may only pay dividends after:
. we have paid full cumulative dividends, or
. we have declared dividends and set apart a sum sufficient for the
payment thereof
on all outstanding shares of our capital stock that rank senior to our common
stock in respect of dividends and liquidation rights for all past quarterly
dividend periods and after or at the same time as we pay or provide for
dividends on all outstanding shares of our capital stock that rank senior to our
common stock for the current quarterly dividend period.
Liquidation Rights. Holders of common stock are entitled to receive, pro
rata, all of our remaining assets available for distribution to holders of
common stock in the event:
. we liquidate, dissolve or wind-up, or
. there is any reduction or decrease in our capital stock resulting in a
distribution of assets to holders of common stock,
but only after we have paid to or set aside for the holders of all outstanding
shares of our capital stock ranking senior to the common stock the full
preferential amounts fixed for each series plus any dividends accrued or in
arrears on that stock.
Preemptive Rights. Holders of common stock are not entitled to any
preemptive rights.
Transfer Agent and Registrar. We serve as transfer agent and registrar for
our common stock.
Other Provisions. The shares of common stock offered by this prospectus,
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 our bylaws imposing certain supermajority voting
provisions, the rights of the holders of shares of common stock may not be
modified except by a vote of at least a majority of the shares
outstanding, voting together as a single class.
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Preferred Stock
Our board of directors may cause us to issue preferred stock at any time in
one or more series without the approval of our shareholders. The following terms
of any series of preferred stock are either provided by our restated articles of
incorporation or are established by our board of directors:
. the designations of the series,
. dividend rates,
. general voting rights,
. liquidation rights,
. redemption prices,
. sinking fund provisions,
. conversion rights,
. and any other terms.
The rights evidenced by, or amounts payable with respect to, our common stock
may be materially limited or qualified by the terms of our preferred stock.
Voting Rights. Holders of preferred stock generally have special voting
rights with respect to some matters affecting the powers, preferences and
privileges of the preferred stock. Holders of preferred stock generally have the
right to elect one-third of the members of our board of directors if we do not
pay dividends on any outstanding series of preferred stock in an amount equal to
the aggregate dividends required to be paid on such preferred stock in any 12-
month period, until no dividends are in arrears. However, holders of preferred
stock have the right to elect a majority of the members of our board of
directors if we do not pay dividends on any outstanding preferred stock in an
amount equal to the aggregate dividends required to be paid on such preferred
stock in any 24-month period, until no dividends are in arrears.
Dividends. Holders of preferred stock are entitled to receive cumulative
dividends at the rate fixed for each series. The terms of a particular series of
preferred stock may require us to make payments to a sinking fund established
for such preferred stock before we are permitted to pay dividends on our common
stock.
Liquidation Rights. We are required to pay the full preferential amounts
fixed for each series of preferred stock plus an amount equal to any dividends
accrued or in arrears on the preferred stock to the holders of preferred stock
before we are allowed to distribute our remaining assets pro rata to holders of
common stock in the event:
. we liquidate, dissolve or wind-up, or
. there is any reduction or decrease in our capital stock resulting in a
distribution of assets to holders of common stock.
Preference Stock
Our board of directors may cause us to issue preference stock at any time
in one or more series without the approval of our shareholders. The board may
determine the relative rights and preferences of each series of preference
stock, including:
. the designation of the series,
. dividend rates,
6
. redemption rights,
. liquidation rights,
. sinking fund provisions,
. conversion rights,
. voting rights,
. and any other terms.
However, the relative rights of the preference stock will always rank junior to
the relative rights of the preferred stock. Holders of common stock may purchase
shares of Series A preference stock if the rights associated with their common
stock are exercisable and the holders exercise the rights. Please read the "--
Shareholder Rights Plan" section below.
Series A Preference Stock:
Our Series A preference stock ranks:
. junior to all series of our preferred stock,
. junior to all other series of our preference stock, and
. senior to our common stock
with respect to dividend and liquidation rights. If we liquidate, dissolve
or wind up, we may not make any distributions to holders of our common stock
unless we first pay holders of our Series A preference stock an amount equal to:
. $1,000 per share, plus
. accrued and unpaid dividends and distributions on our Series A preference
stock, whether or not declared, to the date of such payment.
If the dividends or distributions payable on our Series A preference stock
are in arrears, we may not:
. declare or pay dividends on,
. make any other distributions on,
. redeem,
. purchase, or
. otherwise acquire for consideration
any shares of our common stock, or
. redeem,
. purchase, or
. otherwise acquire for consideration,
any shares of our Series A preference stock until we have paid all such unpaid
dividends or distributions.
We may redeem shares of our Series A preference stock at any time at a
redemption price determined in accordance with the provisions of our restated
articles of incorporation.
Holders of shares of our Series A preference stock are entitled to vote
together with holders of our common stock as one class on all matters submitted
to a vote of our Shareholders. Each share of our Series A preference stock
entitles its holder to a number of votes equal to the "adjustment number"
specified in our restated articles of incorporation. The adjustment number is
initially equal to 1,000 and is subject to adjustment in the event we:
. declare any common stock dividend on our outstanding shares of common
stock,
. subdivide our outstanding shares of common stock, or
. combine our outstanding shares of common stock into a smaller number of
shares.
For a complete description of the terms of our Series A preference stock,
we encourage you to read our restated articles of incorporation. We have filed
our restated articles of incorporation with the SEC. Please read the "Where You
Can Find More Information" section in this prospectus to find out how you may
obtain a copy of our restated articles of incorporation.
Series B and Series C Preference Stock. Our Series B and Series C
preference stock ranks junior to all series of our preferred stock and senior to
our common stock with respect to dividend and liquidation rights. If we
liquidate, dissolve or wind up, we may not make any distributions to holders of
our common stock unless we first pay holders of our Series B and Series C
preference stock an amount equal to:
. $100,000 per share, plus
. accrued and unpaid dividends and distributions on our Series B and
Series C preference stock, whether or not declared, to the date of
such payment.
If the dividends or distributions payable on our Series B and
Series C preference stock are in arrears, we may not:
. declare dividends on,
. redeem,
. purchase, or
. otherwise acquire for consideration
any shares of our common stock until we have paid all such unpaid dividends or
distributions.
We may redeem shares of our Series B and Series C preference stock at any
time at a redemption price equal to $100,000 per share plus unpaid accumulated
dividends to the date of redemption. Holders of shares of our Series B and
Series C preference stock have no voting rights except as may be required by
law.
For a complete description of the terms of our Series B and Series C
preference stock, we encourage you to read our restated articles of
incorporation. We have filed our restated articles of incorporation with the
SEC. Please read the "Where You Can Find More Information" section in this
prospectus to find out how you may obtain a copy of our restated articles of
incorporation.
Certain Provisions of Our Charter and Bylaws
Our restated articles of incorporation and bylaws contain provisions that
may make it difficult to acquire control of us or to remove our management. As
we describe below, our board of directors is divided into three classes and
members may only be removed in certain circumstances. Our bylaws provide that
any person who is an officer, director, agent, representative, partner,
employee, nominee or affiliate of a public utility company other than us or any
of our subsidiaries is ineligible to serve on our board of directors. Our bylaws
also impose some procedural requirements on shareholders who wish to:
. make nominations in the election of directors,
. propose that a director be removed, or
. propose any repeal or change in our bylaws.
7
Under these procedural requirements, a shareholder must deliver timely notice to
our corporate secretary of the nomination or proposal along with evidence of:
. the shareholder's status as a shareholder,
. the number of shares beneficially owned by the shareholder,
. a list of the persons with whom the shareholder is acting in
concert, and
. the number of shares such persons beneficially own.
To be timely, a shareholder must deliver notice:
. in connection with an annual meeting of shareholders, not less than
ninety nor more than 180 days prior to the date on which the
immediately preceding year's annual meeting of shareholders was held,
or
. in connection with a special meeting of shareholders, not less than
forty nor more than sixty days prior to the date of the special
meeting.
In order to submit a nomination for our board of directors, a shareholder must
also submit information with respect to the nominee that we would be required to
include in a proxy statement, as well as some other information. If a
shareholder fails to follow the required procedures, the shareholder's nominee
or proposal will be ineligible and will not be voted on by our shareholders.
A member of our board of directors may be removed from office with cause,
as defined in our bylaws, by the affirmative vote of holders of at least a
majority of the voting power of all outstanding shares of our capital stock
entitled to vote in the election of directors, voting together as a single
class.
Our board of directors has the power to alter, amend or repeal our 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 board of directors
called for that purpose. This right is subject to repeal or change by the
affirmative vote of holders of at least 80% of the voting power of all
outstanding shares of our capital stock entitled to vote in the election of
directors, voting together as a single class.
Our board of directors is divided into three classes, Class I, Class II and
Class III. Each class is as nearly equal in number of directors as possible.
Other than in the circumstance described above in the "-- Preferred Stock --
Voting Rights" section of this prospectus, the terms of office of the directors
of Class I expire at our annual meeting of shareholders in 2000, of Class II
expire at our annual meeting of shareholders in 2001 and of Class III expire at
our annual meeting of shareholders in 2002. At each annual meeting, our
shareholders elect the number of directors equal to the number in the class
whose term expires at the meeting to hold office until the third succeeding
annual meeting.
Our restated articles of incorporation limit the liability of our directors
to us or our shareholders for monetary damages resulting from breaches of their
fiduciary duties. However, directors remain liable for
. breaches of their duty of loyalty to us and our shareholders,
. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law,
. transactions from which a director derives improper personal benefit,
. acts or omissions for which the liability of a director is expressly
provided by statute, and
. acts related to an unlawful stock repurchase or payment of a dividend.
8
Our bylaws provide that we will indemnify our officers and directors
against losses that they may incur in investigations and legal proceedings
resulting from their services to us. These services may include services
rendered in connection with takeover defense measures.
Business Combinations Under Texas Law
We are a Texas corporation subject to Part Thirteen of the Texas Business
Corporation Act, known as the "Business Combination Law." In general, this law
prevents us from engaging in a business combination with an affiliated
shareholder, or any affiliate or associate of an affiliated shareholder, for a
three-year period after the date such person became an affiliated shareholder,
unless:
. our board of directors approves the acquisition of shares that causes
such person to become an affiliated shareholder before the date such
person becomes an affiliated shareholder,
. our board of directors approves the business combination before the
date such person becomes an affiliated shareholder, or
. holders of at least two-thirds of our outstanding voting shares not
beneficially owned by the affiliated shareholder or its affiliates or
associates approve the business combination within six months after
the date such person becomes an affiliated shareholder.
Under this law, any person that owns or has owned 20% or more of our voting
shares during the preceding three-year period is an "affiliated shareholder."
The law defines "business combination" generally as including:
. mergers, share exchanges or conversions involving an affiliated
shareholder,
. dispositions of assets involving an affiliated shareholder:
. having an aggregate value equal to 10% or more of the market
value of the our assets,
. having an aggregate value equal to 10% or more of the market
value of our outstanding common stock, or
. representing 10% or more of our earning power or net income,
. certain issuances or transfers of securities by us to an affiliated
shareholder other than on a pro rata basis,
. certain plans or agreements relating to our liquidation or dissolution
involving an affiliated shareholder,
. certain reclassifications, recapitalizations, distributions or other
transactions that would have the effect of increasing an affiliated
shareholder's percentage ownership of our outstanding voting stock,
and
. the receipt of tax, guarantee, pledge, loan or other financial
benefits by an affiliated shareholder other than proportionally as one
of our shareholders.
Shareholder Rights Plan
Each share of common stock includes one right to purchase
from us a unit consisting of one-thousandth of a share of our Series A
preference stock at a purchase price of $42.50 per unit, subject to adjustment.
The rights are issued pursuant to a rights agreement between us and Chase Bank
of Texas, National Association as rights agent. We have summarized selected
portions of the rights agreement and the rights below. For a complete
description of the rights, we encourage you to read the summary below and the
rights agreement. We have filed the rights agreement with the SEC and have
incorporated it by reference as an exhibit to the registration statement of
which this prospectus is a part. Please read the "Where You Can Find More
Information" section in this prospectus to find out how you may obtain a copy of
the rights agreement.
Detachment of Rights; Exercisability. The rights are attached to all
certificates representing our currently outstanding common stock and will attach
to all common stock certificates we issue prior to the "distribution date."
That date will occur, except in some cases, on the earlier of:
. ten days following a public announcement that a person or group of
affiliated or associated persons, who we refer to collectively as an
"acquiring person," has acquired, or obtained the right to acquire,
beneficial ownership of 20% or more of the outstanding shares of our
common stock, or
. ten business days following the start of a tender offer or exchange
offer that would result in a person becoming an acquiring person.
Our board of directors may defer the distribution date in some circumstances.
Also, some inadvertent acquisitions of our common stock will not result in a
person becoming an acquiring person if the person promptly divests itself of
sufficient common stock.
Until the distribution date:
. common stock certificates will evidence the rights,
. the rights will be transferable only with those certificates,
. new common stock certificates will contain a notation incorporating
the rights agreement by reference, and
. the surrender for transfer of any common stock certificate will also
constitute the transfer of the rights associated with the common stock
represented by the certificate.
The rights are not exercisable until the distribution date and will expire
at the close of business on July 11, 2000, unless we redeem or exchange them at
an earlier date as described below or we extend the expiration date prior to
July 11, 2000.
As soon as practicable after the distribution date, the rights agent will
mail certificates representing the rights to holders of record of common stock
as of the close of business on the distribution date. From that date on, only
separate rights certificates will represent the rights. We will also issue
rights with all shares of common stock issued prior to the distribution date. We
will also issue rights with shares of common stock issued after the distribution
date in connection with some employee benefit plans or upon conversion of
certain securities. Except as otherwise determined by our board of directors, we
will not issue rights with any other shares of common stock issued after the
distribution date.
Flip-In Event. A flip-in event will occur under the rights agreement when
a person becomes an acquiring person otherwise than pursuant to a "permitted
offer." The rights agreement defines "permitted offer" as a tender or exchange
offer for all outstanding shares of our common stock at a price and on terms
that a majority of the independent directors of our board of directors
determines to be fair to and otherwise in our best interests and the best
interest of our shareholders.
If a flip-in event occurs, each right, other than any right that has become
null and void as described below, will become exercisable to receive the number
of shares of common stock, or in certain circumstances, cash, property or other
securities,
9
which has a "current market price" equal to two times the exercise price of the
right. Please refer to the rights agreement for the definition of "current
market price."
Flip-Over Event. A "flip-over event" will occur under the rights agreement
when, at any time from and after the time a person becomes an acquiring person:
. we are acquired in a merger or other business combination transaction,
other than specified mergers that follow a permitted offer,
. we acquire such person in a merger or other business transaction,
other than specified mergers that follow a permitted offer, or
. 50% or more of our assets or earning power is sold or transferred.
If a flip-over event occurs, each holder of a right, except rights that are
voided as described below, will thereafter have the right to receive, on
exercise of the right, a number of shares of common stock of the acquiring
company that has a current market price equal to two times the exercise price of
the right.
When a flip-in event or a flip-over event occurs, all rights that then are,
or under the circumstances the rights agreement specifies previously were,
beneficially owned by an acquiring person or specified related parties will
become null and void in the circumstances the rights agreement specifies.
Series A Preference Stock. After the distribution date, each right will
entitle the holder to purchase a fractional share of our Series A preference
stock, which will be essentially the economic equivalent of one share of common
stock. Please refer to the "-- Preference Stock -- Series A Preference Stock"
section in this prospertus for additional information about our Series A
preference stock.
Antidilution. The number of outstanding rights associated with a share of
common stock, the number of fractional shares of Series A preference stock
issuable upon exercise of a right and the exercise price of the right are
subject to adjustment in the event of a stock dividend on, or a subdivision,
combination or reclassification of, our common stock occurring prior to the
distribution date. The exercise price of the rights and the number of
fractional shares of Series A preference stock or other securities or property
issuable on exercise of the 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 some exceptions, the rights agreement will not require us to adjust
the exercise price of the rights until cumulative adjustments amount to at least
1% of the exercise price. The rights agreement also will not require us to
issue fractional shares of Series A preference stock that are not integral
multiples of the specified fractional share and, in lieu thereof, we will make a
cash adjustment 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, we reserve the right to require prior to the occurrence of any flip-
in event or flip-over event that, on any exercise of rights, a number of rights
must be exercised so that we will issue only whole shares of Series A preference
stock.
Redemption of Rights. At any time until the time a person becomes an
acquiring person, we may redeem the rights in, whole, but not in part at a price
of $.005 per right, payable, at our option, in cash, shares of common stock or
such other consideration as our board of directors may determine. Upon such
redemption, the rights will terminate and the only right of the holders of
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 common stock then outstanding or the occurrence of a flip-over event,
we may exchange the rights, other than 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 common stock, and/or
other equity securities deemed to have the same value as one share of common
stock, per right, subject to adjustment.
Substitution. If we have an insufficient number of authorized but unissued
shares of common stock available to permit an exercise or exchange of rights
upon the occurrence of a flip-in event, we may substitute certain other types of
property for common stock so long as the total value received by the holder of
the rights is equivalent to the value of the common stock that
10
the shareholder would otherwise have received. We may substitute cash, property,
equity securities or debt, reduce the exercise price of the rights or use any
combination of the foregoing.
No Rights as a Shareholder; Taxes. Until a right is exercised, a holder of
rights will have no rights to vote or receive dividends or any other rights as a
shareholder of our common stock. Shareholders may, depending upon the
circumstances, recognize taxable income in the event that the rights become
exercisable for our common stock, or other consideration, or for the common
stock of the acquiring company or are exchanged as described above.
Amendment of Terms of Rights. Our board of directors may amend any of the
provisions of the rights agreement, other than certain provisions relating to
the principal economic terms of the rights, at any time prior to the time a
person becomes an acquiring person. Thereafter, our board of directors may only
amend the provisions of the rights agreement 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 the rights, excluding the interests of any
acquiring person.
Rights Agent. Chase Bank of Texas, National Association serves as rights
agent with regard to the rights. Since we serve as the transfer agent and
registrar for our common stock, we have agreed to perform some ministerial
functions relating to the rights on behalf of the rights agent at its request.
Anti-Takeover Effects. The rights will have anti-takeover effects.
They will cause substantial dilution to any person or group that attempts to
acquire us without the approval of our board of directors. As a result, the
overall effect of the rights may be to make more difficult or discourage any
attempt to acquire us even if such acquisition may be favorable to the interests
of our shareholders. Because our board of directors can redeem the rights or
approve a permitted offer, the rights should not interfere with a merger or
other business combination approved by our board of directors.
11
Plan of Distribution
We may sell common stock:
. through underwriters,
. through dealers,
. through agents,
. directly to purchasers, including our affiliates, or
. through a combination of any of these methods.
We may authorize underwriters, dealers and agents to solicit offers by
certain institutions to purchase common stock from us pursuant to delayed
delivery contracts providing for payment and delivery on a specified date. If
we elect to use delayed delivery contracts, we will describe the date of
delivery, the conditions of the sale and the commissions payable for
solicitation of such contracts in a supplement to this prospectus.
We may authorize an agent to sell stock as our exclusive sales agent by
means of:
. ordinary brokers' transactions,
. block transactions, which may involve crosses, in which the agent may
attempt to sell shares as agent but may position and resell all or a
portion of the block as principal,
. fixed price offerings,
. exchange distributions,
. special offerings, or
. a combination of any of these methods,
in each case at market prices or at prices related to prevailing market prices.
In connection with these sales, distributors' or sellers' commissions may be
paid or allowed.
12
We will describe the terms of any offering of common stock in a supplement
to this prospectus, including:
. the method of distribution,
. the name or names of any underwriters, dealers, purchers or agents,
and any managing underwriter or underwriters,
. the purchase price of the common stock and the proceeds we receive
from the sale,
. any underwriting discounts, agency fees or other form of underwriters'
compensation,
. any discounts and concessions allowed, reallowed or paid to dealers or
agents, and
. the expected time of delivery of the offered common stock.
We may change the initial public offering price and any discount or
concessions allowed or reallowed to dealers from time to time.
If we use underwriters to sell our common stock, the underwriting agreement
will provide that the obligations of the underwriters are subject to certain
conditions precedent and that the underwriters will be obligated to purchase all
of the shares of offered common stock if any are purchased. In connection with
the sale of common stock, underwriters may receive compensation from us or from
purchasers of common stock for whom they may act as agents in the form of
discounts, concessions or commissions. Underwriters may sell common stock to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents.
If we use a dealer to sell common stock, we will sell the common stock to
the dealer as principal. The dealer may then resell the common stock to the
public at varying prices to be determined by the dealer at the time of resale.
These dealers may be deemed underwriters, as such term is defined in the
Securities Act of 1933, of the common stock they offer and sell. If we elect to
use a dealer to sell common stock, we will provide the name of the dealer and
the terms of the transaction in a supplement to this prospectus.
Underwriters, agents, dealers and some purchasers participating in the
distribution of common stock may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
common stock may be deemed to be underwriting discounts and commissions under
the Securities Act of 1933.
Unless we state otherwise in a supplement to this prospectus, none of our
directors, officers or employees will solicit or receive a commission in
connection with direct sales of common stock, although these persons may respond
to inquiries by potential purchasers and perform ministerial and clerical work
in connection with any such direct sales.
We may sell common stock in one or more transactions at any of the
following prices:
. a fixed price or prices which we may change,
. market prices prevailing at the time of sale,
. prices related to such prevailing market prices, or
. negotiated prices.
We may also offer and sell common stock in exchange for one or more of our
outstanding series of debt or convertible debt securities or in satisfaction of
indebtedness.
We may enter into agreements with the underwriters, agents, purchasers or
dealers who participate in the distribution of our common stock that will
require us to indemnify them against certain liabilities, including liabilities
under the Securities Act of 1933, or to contribute to payments that they or any
person controlling them may be required to make with respect to such
liabilities.
13
Underwriters, agents or dealers may be our customers. They may also engage in
transactions with us or perform services for us or for our affiliates in the
ordinary course of business.
In connection with an offering, the underwriters or agents may purchase and
sell shares of common stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the offering. Stabilizing
transactions consist of bids or purchases for the purpose of preventing or
retarding a decline in the market price of the common stock. Syndicate short
positions involve the sale by the underwriters or agents of a greater number of
shares of common stock than they are required to purchase from us in the
offering. The underwriters also may impose a penalty bid, in which selling
concessions allowed to syndicate members or other broker dealers in respect of
the common stock sold in the offering for their account may be reclaimed by the
syndicate if such shares of common stock are repurchased by the syndicate in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the common stock, which may be higher
than the price that might otherwise prevail in the open market, and these
activities, if commenced, may be discontinued at any time. These transactions
may be effected on the NYSE, in the over-the-counter market or otherwise.
Legal Matters
Baker & Botts, L.L.P., Houston, Texas, our outside counsel, will pass upon
the validity of our common stock for us. Dewey Ballantine LLP, New York, New
York will pass upon the validity of our common stock for any underwriters. Hugh
Rice Kelly, Esq., our Executive Vice President, General Counsel and Corporate
Secretary, or Rufus S. Scott, our Vice President, Deputy General Counsel and
Assistant Corporate Secretary, will pass upon certain other legal matters for
us. James A. Baker III, a senior partner in the law firm of Baker & Botts,
L.L.P., is currently one of our directors and a beneficial owner of 2,500
shares of our common stock.
Experts
The consolidated financial statements of the Company incorporated in this
prospectus by reference from our Annual Report on Form 10-K for the year ended
December 31, 1998 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance And Distribution.
The Company estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
Securities and Exchange Commission filing fee......... $119,757
Attorney's fees and expenses.......................... 100,000
Independent Auditor's fees and expenses............... 20,000
Printing and engraving expenses....................... 80,000
Listing fees.......................................... 36,000
Miscellaneous expenses................................ 4,243
--------
Total............................. $ 360,000
========
Item 15. 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 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 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.
If the Company uses underwriters to sell shares of common stock offered
hereby, the underwriting agreement to be entered into in connection with the
offering of the shares of common stock, will provide that the Underwriters shall
indemnify the Company, its directors and certain officers of the Company against
liabilities resulting from information furnished by or on behalf of the
Underwriters specifically for use in the Registration Statement.
See "Item 17. Undertakings" for a description of the Commission's position
regarding such indemnification provisions.
Item 16. Exhibits.
See Index to Exhibits at page II-7.
Item 17. 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:
II-1
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue .
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on June 18, 1999.
RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
-------------------------------------------------
R. Steve Letbetter, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Steve Letbetter, Don D. Jordan, Lee W. Hogan,
Stephen W. Naeve, Robert Harvey and Hugh Rice Kelly, and each of them severally,
his true and lawful attorney or attorneys-in-fact and agents, with full power to
act with or without the others and with full power of substitution and
resubstitution, to execute in his name, place and stead, in any and all
capacities, any or all amendments (including pre-effective and post-effective
amendments) to this Registration Statement and any registration statement for
the same offering filed pursuant to Rule 462 under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform in the name and on behalf of the undersigned, in
any and all capacities, each and every act and thing necessary or desirable to
be done in and about the premises, to all intents and purposes and as fully as
they might or could do in person, hereby ratifying, approving and confirming all
that said attorneys-in-fact and agents or their substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ R. Steve Letbetter President, Chief Executive June 18, 1999
- -----------------------------
(R. Steve Letbetter) Officer and Director
(Principal Executive Officer
and Director)
/s/ Stephen W. Naeve Vice Chairman and June 18, 1999
- -----------------------------
(Stephen W. Naeve) Chief Financial Officer
(Principal Financial Officer)
II-3
Signature Title Date
--------- ----- ----
/s/ Mary P. Ricciardello Senior Vice President and
- -----------------------------
(Mary P. Ricciardello) Comptroller (Principal June 18, 1999
Accounting Officer)
/s/ James A. Baker, III Director June 18, 1999
- -----------------------------
(James A. Baker, III)
/s/ Richard E. Balzhiser Director June 18, 1999
- -----------------------------
(Richard E. Balzhiser)
/s/ Milton Carroll Director June 18, 1999
- -----------------------------
(Milton Carroll)
/s/ John T. Cater Director June 18, 1999
- -----------------------------
(John T. Cater)
/s/ O. Holcombe Crosswell Director June 18, 1999
- -----------------------------
(O. Holcombe Crosswell)
/s/ Robert J. Cruikshank Director June 18, 1999
- -----------------------------
(Robert J. Cruikshank)
/s/ Linnet F. Deily Director June 18, 1999
- -----------------------------
(Linnet F. Deily)
/s/ Lee W. Hogan Director June 18, 1999
- -----------------------------
(Lee W. Hogan)
/s/ T. Milton Honea Director June 18, 1999
- -----------------------------
(T. Milton Honea)
/s/ Don D. Jordan Chairman of the Board June 18, 1999
- -----------------------------
(Don D. Jordan)
/s/ Alexander F. Schilt Director June 18, 1999
- -----------------------------
(Alexander F. Schilt)
II-4
INDEX TO EXHIBITS
-----------------
SEC File or
Exhibit Report or Registration Exhibit
Number Document Description Registration Statement Number Reference
- ------- ---------------------------------------------------- ------------------------- ------------- ---------
1.1* Form of Underwriting Agreement
4.1** Restated Articles of Incorporation of the Company Form 10-K for the year 1-3187 3(a)
(restated as of September 1997) ended December 31,
1997
4.2*** Amendment to the Articles of Incorporation of the Form 10-Q for the 1-3187 3
Company quarterly period
ended March 31, 1999
4.3** Amended and Restated Bylaws of the Company Form 10-Q for the 1-3187 3
(adopted on September 2, 1998) quarterly period ended
September 30, 1998
4.4** Amended and Restated Rights Agreement dated Registration Statement 333-11329 4(b)(l)
August 6, 1997 between the Company and Chase on
Bank of Texas, National Association, as Rights Form S-4
Agent, including Form of Statement of Resolution
Establishing Series of Shares designated Series A
Preference Stock and Form of Rights Certificate
5.1* Opinion of Baker & Botts, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2* Consent of Baker & Botts, L.L.P. (included in
Exhibit 5.1)
- ----------------------------------------
* To be filed by amendment or by a report on Form 8-K pursuant to
Regulation S-K, Item 601(b).
** Incorporated herein by reference as indicated.
II-5
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Reliant Energy. Incorporated on Form S-3 of our report dated February 25, 1999
appearing in the Annual Report on Form 10-K of Reliant Energy, Incorporated for
the year ended December 31, 1998 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
June 18, 1999
