SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): OCTOBER 11, 2002 ------------------------------ CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC (FORMERLY RELIANT ENERGY, INCORPORATED) (Exact name of registrant as specified in its charter) TEXAS 1-3187 22-3865106 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 LOUISIANA HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 207-3000 ------------------------------
ITEM 5. OTHER EVENTS. On October 11, 2002, CenterPoint Energy, Inc., the parent company of CenterPoint Energy Houston Electric, LLC, announced that it had successfully negotiated new, one-year credit facilities totaling $4.7 billion to replace similar facilities that expired on October 10, 2002. The new facilities consist of a $3.85 billion, 364-day bank credit facility at CenterPoint Energy, Inc. and an $850 million, 364-day bank credit facility at CenterPoint Energy Houston Electric, LLC. For additional information regarding the new facilities, please refer to CenterPoint Energy, Inc.'s press release attached to this report as Exhibit 99.1 which is incorporated by reference herein. FORWARD-LOOKING STATEMENTS Some of the statements in the press release incorporated by reference herein are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. In some cases, you can identify our forward-looking statements by the words "anticipates," "believes," "continue," "could," "estimates," "expects," "forecast," "goal," "intends," "may," "objective," "plans," "potential," "predicts," "projection," "should," "will," or other similar words. We have based our forward-looking statements on our management's beliefs and assumptions based on information available at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, actual results may differ materially from those expressed or implied by our forward-looking statements. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise publicly any forward-looking statements. The following list identifies some of the factors that could cause actual results to differ from those expressed or implied by our forward-looking statements: o state, federal and international legislative and regulatory actions or developments, including deregulation, re-regulation and restructuring of the electric utility industry, changes in or application of laws or regulations applicable to other aspects of our business and actions with respect to, among other things: o approval of stranded costs; o allowed rates of return; o rate structures; o recovery of investments; and o operation and construction of facilities; o non-payment for our services due to financial distress of our customers; o the successful and timely completion of our capital projects; o industrial, commercial and residential growth in our service territory and changes in market demand and demographic patterns; o changes in business strategy or development plans; o unanticipated changes in interest rates or rates of inflation;
o unanticipated changes in operating expenses and capital expenditures; o weather variations and other natural phenomena; o commercial bank and financial market conditions, our access to capital, receipt of certain approvals under the 1935 Act and the results of our financing and refinancing efforts, including availability of funds in the debt capital markets; o actions by rating agencies; o legal and administrative proceedings and settlements; o changes in tax laws; o significant changes in our relationship with our employees, including the availability of qualified personnel and the potential adverse effects if labor disputes or grievances were to occur; o significant changes in critical accounting policies material to us; o acts of terrorism or war, including any direct or indirect effect on our business resulting from terrorist attacks such as occurred on September 11, 2001 or any similar incidents or responses to those incidents; o the availability and price of insurance; o the outcome of the pending securities lawsuits against Reliant Energy, Incorporated and Reliant Resources, Inc.; o the outcome of the SEC investigation relating to the treatment in our consolidated financial statements of certain activities of Reliant Resources, Inc.; o the reliability of the systems, procedures and other infrastructure necessary to operate the retail electric business in our service territory, including the systems owned and operated by the independent system operator in the Electric Reliability Council of Texas, Inc.; o political, legal, regulatory and economic conditions and developments in the United States; and o other factors discussed in CenterPoint Energy, Inc.'s and CenterPoint Energy Houston Electric, LLC's filings with the SEC. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press Release issued October 11, 2002 regarding new credit facilities.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC Date: October 11, 2002 By: /s/ James S. Brian ------------------------ James S. Brian Senior Vice President and Chief Accounting Officer
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued October 11, 2002 regarding new credit facilities.
EXHIBIT 99.1 [CENTERPOINT ENERGY LETTERHEAD] FOR IMMEDIATE RELEASE Page 1 of 2 - -------------------------------------------------------------------------------- CENTERPOINT ENERGY SUCCESSFULLY NEGOTIATES $4.7 BILLION CREDIT FACILITIES Houston, TX,- CenterPoint Energy Inc. (NYSE: CNP) announced today that it has successfully negotiated new, one-year credit facilities totaling $4.7 billion with a syndicate of 30 banks. The facilities replace similar facilities that expired yesterday. "This is excellent news for CenterPoint Energy," said David M. McClanahan, president and chief executive officer of the company. "These credit facilities significantly enhance our ability to execute our long-term financing plans and implement our business strategy." The $4.7 billion agreement is composed of two separate credit facilities. The first is a $3.85 billion, 364-day bank credit facility at CenterPoint Energy, the parent company. Pricing under the facility is based on LIBOR rates under a pricing grid tied to the company's credit rating. Interest rates for the term loans at the Company's current ratings would be the LIBOR rate plus 400 basis points, an increase of 100 basis points over the prior facility agreement. The facility will be reduced by $600 million in February 2003, and by another $600 million in June 2003. The second facility, at the company's electric transmission and distribution subsidiary, CenterPoint Energy Houston Electric, is an $850 million, 364-day bank credit facility. Interest rates for a term loan under that facility would be LIBOR plus 300 basis points for $400 million and 350 basis points for the next $450 million, an increase of 50 and 100 basis points, respectively. Loans under the facility are secured by general mortgage bonds. The facility includes a $450 million mandatory reduction in April, 2003. Proceeds from certain capital market transactions must be used to pay down the credit facilities. As part of these agreements, the company will pay a one percent fee upon closing, an additional one percent on November 15, 2002, $50 million at the end of February 2003, and $25 million at the end of June 2003. Under the agreement, CenterPoint Energy is required to raise $400 million of third party capital to replace maturing debt. If the company does not succeed in raising that additional capital, the maturity date of both credit facilities will accelerate to November 15, 2002. CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electricity transmission and distribution, natural gas distribution and sales, interstate pipeline and gathering operations, and more than 14,000 megawatts of -more-
[CENTERPOINT ENERGY LETTERHEAD] FOR IMMEDIATE RELEASE Page 2 of 2 - -------------------------------------------------------------------------------- power generation in Texas. The company serves nearly five million customers in Arkansas, Illinois, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Oklahoma, Texas, and Wisconsin. Assets total nearly $19 billion. CenterPoint Energy became the new holding company for the regulated operations of the former Reliant Energy, Inc. in August 2002. With more than 11,000 employees, CenterPoint Energy and its predecessor companies have been in business for more than 130 years. For more information, visit our Web site at CenterPointEnergy.com. This news release includes forward-looking statements. Actual events and results may differ materially from those projected. Factors that could affect actual results include the timing and impact of future regulatory and legislative decisions, effects of competition, weather variations, changes in CenterPoint Energy's business plans, financial market conditions and other factors discussed in CenterPoint Energy's filings with the Securities and Exchange Commission. ###