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): NOVEMBER 8, 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 November 8, 2002, CenterPoint Energy, Inc., the parent company of CenterPoint Energy Houston Electric, LLC, announced that it had successfully negotiated a new $1.310 billion senior secured credit facility at CenterPoint Energy Houston Electric, LLC. For additional information regarding the new facility, 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. CenterPoint Houston has based its forward-looking statements on its management's beliefs and assumptions based on information available at the time the statements are made. CenterPoint Houston cautions 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 CenterPoint Houston's 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 CenterPoint Houston undertakes 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 CenterPoint Houston's forward-looking statements: o state and federal legislative and regulatory actions or developments, including deregulation, re-regulation and restructuring of the electric utility industry, constraints placed on CenterPoint Houston's activities by the Public Utility Holding Company Act of 1935, changes in or application of laws or regulations applicable to other aspects of CenterPoint Houston's business and actions with respect to, among other things: -- approval of stranded costs; -- allowed rates of return; -- rate structures; -- recovery of investments; and -- operation and construction of facilities; 2
o non-payment for CenterPoint Houston's services due to financial distress of its customers, including its largest customer, Reliant Resources, Inc.; o the successful and timely completion of CenterPoint Houston's capital projects; o industrial, commercial and residential growth in CenterPoint Houston's 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, CenterPoint Houston's access to capital, the cost of such capital, receipt of certain approvals under the Public Utility Holding Company Act of 1935, and the results of CenterPoint Houston's financing and refinancing efforts, including availability of funds in the debt capital markets for transmission and distribution companies; o actions by rating agencies; o legal and administrative proceedings and settlements; o changes in tax laws; o inability of various counterparties to meet their obligations with respect to CenterPoint Houston's financial instruments; o changes in technology; o significant changes in CenterPoint Houston's relationship with its 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 CenterPoint Houston; o acts of terrorism or war, including any direct or indirect effect on CenterPoint Houston's 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.; 3
o the outcome of the SEC investigation relating to the treatment in CenterPoint Houston's consolidated financial statements of certain activities of Reliant Resources, Inc.; o the ability of Reliant Resources, Inc. to satisfy its indemnity obligations to CenterPoint Houston; o the reliability of the systems, procedures and other infrastructure necessary to operate the retail electric business in CenterPoint Houston's 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 Houston's filings with the SEC. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press Release issued November 8, 2002 regarding new credit facility 4
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: November 8, 2002 By: /s/ James S. Brian ---------------------------------- James S. Brian Senior Vice President and Chief Accounting Officer 5
EXHIBIT INDEX
[CENTERPOINT ENERGY LOGO] For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 1 of 2 - -------------------------------------------------------------------------------- BERKSHIRE HATHAWAY AND CREDIT SUISSE FIRST BOSTON TO PROVIDE $1.3 BILLION FINANCING TO CENTERPOINT ENERGY'S ELECTRIC UTILITY UNIT HOUSTON, TX - NOV. 8, 2002 - CENTERPOINT ENERGY, INC. (NYSE: CNP) today announced that Berkshire Hathaway Inc. (NYSE: BRK.A; BRK.B) ("Berkshire Hathaway") and Credit Suisse First Boston ("CSFB") have agreed to provide CenterPoint Energy Houston Electric, LLC, the company's electric utility subsidiary, with a $1.310 billion senior secured credit facility ("Facility"). David M. McClanahan, CenterPoint Energy's president and chief executive officer, stated, "This transaction is an important milestone for us. It removes all uncertainty around the refinancing of maturing debt at our electric utility, and it removes the immediate acceleration requirement contained in our recent $4.7 billion bank credit facilities. "Perhaps most importantly, it moves us significantly forward on our road to deleveraging the company in 2004-2005, when we will receive a multi-billion dollar cash infusion from the sale of our generation assets and the recovery of our stranded investment under the provisions of the Texas restructuring law." The proceeds will be used to repay all amounts outstanding under the electric utility's existing $850 million bank credit facility dated October 10, 2002, to repay $400 million of debt, which includes $300 million of senior debentures of CenterPoint Energy FinanceCo II LLP due to mature on November 15, 2002, and $100 million of debt of CenterPoint Energy, Inc., and to pay any fees and related expenses. The Facility has a three-year term, and carries an interest rate of LIBOR plus 9.75 percent, subject to a minimum LIBOR rate of 3 percent. The Facility will be secured by Second Mortgage Bonds of the electric utility. The transaction has been approved by CenterPoint Energy's Board of Directors, and is subject to final documentation. It is expected to close November 12, 2002. "We are gratified that Berkshire Hathaway and CSFB have demonstrated their confidence in our business operations and financial plan by participating in this significant debt financing to CenterPoint Energy's electric utility unit," McClanahan added. -more- News Release -- November 8, 2002
[CENTERPOINT ENERGY LOGO] For more information contact MEDIA: LETICIA LOWE Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 2 of 2 - -------------------------------------------------------------------------------- CenterPoint Energy, Inc., headquartered in Houston, Texas, is a domestic energy delivery company that includes electric transmission and distribution, natural gas distribution and sales, interstate pipeline and gathering operations, and more than 14,000 megawatts of power generation in Texas. The company serves nearly five million customers primarily in Arkansas, Louisiana, Minnesota, Mississippi, Missouri, Oklahoma, and Texas. Assets total nearly $19 billion. 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 www.CenterPointEnergy.com. Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Credit Suisse First Boston (CSFB) is a leading global investment bank serving institutional, corporate, government and individual clients. CSFB's businesses include securities underwriting, sales and trading, investment banking, private equity, financial advisory services, investment research, venture capital, correspondent brokerage services and retail online brokerage services. CSFB operates in over 89 locations across more than 37 countries on 6 continents. The Firm is a business unit of the Zurich-based Credit Suisse Group, a leading global financial services company. 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. ### News Release -- November 8, 2002