1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                -----------------

                                    FORM 11-K

(Mark One)

[X]     ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 

For the Fiscal Year Ended December 31, 1997

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _______________ to _________________


COMMISSION FILE NUMBER 1-3187

A.       Full title of the plan and address of the plan, if different from that
of the issuer named below:


             NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN


B.       Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:

                         HOUSTON INDUSTRIES INCORPORATED

                              1111 LOUISIANA STREET
                              HOUSTON, TEXAS 77002



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                                TABLE OF CONTENTS

                                                                                             
Independent Auditors' Reports, Deloitte & Touche LLP                                            Page  1

Report Of Independent Accountants, Coopers & Lybrand LLP                                        Page  2

Financial Statements:

         Statement of Net Assets Available for Benefits, December 31, 1997                      Page  3

         Statement of Net Assets Available for Benefits, December 31, 1996                      Page  4

         Statement of Changes in Net Assets Available for Benefits for the
         Year Ended December 31, 1997                                                           Page  5

         Statement of Changes in Net Assets Available for Benefits for the
         Year Ended December 31, 1996                                                           Page  6

         Notes to Financial Statements for the Years Ended
         December 31, 1997 and 1996                                                             Page  7

Supplemental Schedules:

         Supplemental Schedule of Investments, December 31, 1997 (Item 27a)                     Page 12

         Supplemental Schedule of 5% Reportable Transactions for the
         Year Ended December 31, 1997 (Item 27d)                                                Page 13
Pursuant to Item 4 of Form 11-K, the financial statements and schedules referred to above have been prepared in accordance with regulations of the Employee Retirement Income Security Act of 1974. 3 INDEPENDENT AUDITORS' REPORT NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN: We have audited, by fund and in total, the accompanying financial statements of the NorAm Energy Corp. Employee Savings and Investment Plan (the "Plan") as of December 31, 1997 for the year then ended, listed in the Table of Contents. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, by fund and in total, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. Our audit is conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules, listed in the Table of Contents, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1997 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Houston, Texas June 24, 1998 4 REPORT OF INDEPENDENT ACCOUNTANTS NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN: We have audited the accompanying statement of net assets available for benefits of the NorAm Energy Corp. Employee Savings and Investment Plan as of December 31, 1996, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the NorAm Energy Corp. Employee Savings and Investment Plan as of December 31, 1996, and the changes in net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statement of net assets available for benefits as of December 31, 1996 and the 1996 statement of changes in net assets available for benefits for the year then ended is presented for the purpose of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audit of the basic 1996 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L.L.P. Houston, Texas June 6, 1997 2 5 NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 (IN THOUSANDS)
PARTICIPANT INVESTMENT FUNDS ----------------------------------------------------------------------------------- AMERICAN NORAM ENERGY HII EXPRESS AMERICAN CORP. COMMON TRUST U.S. EXPRESS AMERICAN POOLED GIC STOCK GOVERNMENT SELECTIVE EXPRESS FUND FUND SECURITIES FUND FUND, INC. MUTUAL ------------- -------------- -------------- ------------- ------------- ASSETS INVESTMENTS FEDERAL INCOME FUND $ 144 AETNA LIFE INSURANCE CONTRACT GIC 11,668 HII COMMON STOCK $ 74,254 MONEY MARKET TRUST FUNDS 375 126 EQUITY FUNDS $ 41,838 FIXED INCOME FUNDS $ 49,947 $ 20,242 LOANS TO PARTICIPANTS ------------- -------------- -------------- ------------- ------------- TOTAL INVESTMENTS 12,187 74,380 49,947 20,242 41,838 ------------- -------------- -------------- ------------- ------------- RECEIVABLES PARTICIPANT CONTRIBUTIONS 79 42 28 61 EMPLOYER CONTRIBUTIONS 66 33 24 50 ACCRUED INVESTMENT INCOME 1,284 1,034 236 ------------- -------------- -------------- ------------- ------------- TOTAL RECEIVABLES 1,284 1,179 311 52 111 ------------- -------------- -------------- ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 13,471 $ 75,559 $ 50,258 $ 20,294 $ 41,949 ============= ============== ============== ============= ============= PARTICIPANT INVESTMENT FUNDS --------------------------------------------------------------------------------------------------- AMERICAN AMERICAN AMERICAN AMERICAN EXPRESS EXPRESS IDS EXPRESS EXPRESS NEW DIVERSIFIED TEMPLETON TRUST EQUITY DIMENSIONS PARTICIPANT EQUITY FOREIGN FUND I FUND, INC. LOANS INCOME FUND FUND TOTAL ------------- ------------- ------------- -------------- ------------- -------------- ASSETS INVESTMENTS FEDERAL INCOME FUND $ 144 AETNA LIFE INSURANCE CONTRACT GIC 11,668 HII COMMON STOCK 74,254 MONEY MARKET TRUST FUNDS 501 EQUITY FUNDS $ 40,064 $ 80,258 $ 5,368 $ 4,881 172,409 FIXED INCOME FUNDS 70,189 LOANS TO PARTICIPANTS $10,106 10,106 ------------- ------------- ------------- -------------- ------------- ------------- TOTAL INVESTMENTS 40,064 80,258 10,106 5,368 4,881 339,271 ------------- ------------- ------------- -------------- ------------- ------------- RECEIVABLES PARTICIPANT CONTRIBUTIONS 59 119 14 14 416 EMPLOYER CONTRIBUTIONS 47 99 10 10 339 ACCRUED INVESTMENT INCOME 2,554 ------------- ------------- ------------- -------------- ------------- ------------- TOTAL RECEIVABLES 106 218 24 24 3,309 ------------- ------------- ------------- -------------- ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 40,170 $ 80,476 $ 10,106 $ 5,392 $ 4,905 $ 342,580 ============= ============= ============= ============== ============= =============
See notes to financial statements. 3 6 NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 (IN THOUSANDS)
PARTICIPANT INVESTMENT FUNDS ------------------------------------------------------------------------------------------------- NORAM ENERGY AMERICAN NORAM ENERGY CORP. POOLED EXPRESS AMERICAN AMERICAN CORP. COMMON TRUST U.S. EXPRESS AMERICAN EXPRESS POOLED GIC STOCK GOVERNMENT SELECTIVE EXPRESS TRUST EQUITY FUND FUND SECURITIES FUND FUND, INC. MUTUAL FUND I -------------- -------------- -------------- -------------- -------------- -------------- ASSETS INVESTMENTS MASSACHUSETTS MUTUAL LIFE INSURANCE CONTRACT GIC FUND $ 18,875 AETNA LIFE INSURANCE CONTRACT GIC 17,856 NorAm COMMON STOCK $ 61,933 MONEY MARKET TRUST FUNDS 1,197 5,959 $ 6 $ 19 $ 140 EQUITY FUNDS 25,953 FIXED INCOME FUNDS $ 38,922 16,882 BALANCED FUNDS 32,495 LOANS TO PARTICIPANTS -------------- -------------- -------------- -------------- -------------- -------------- TOTAL INVESTMENTS 37,928 67,892 38,922 16,888 32,514 26,093 -------------- -------------- -------------- -------------- -------------- -------------- RECEIVABLES PARTICIPANT CONTRIBUTIONS 79 40 32 64 49 EMPLOYER CONTRIBUTIONS 66 34 27 54 40 ACCRUED INVESTMENT INCOME 175 -------------- -------------- -------------- -------------- -------------- -------------- TOTAL RECEIVABLES 145 249 59 118 89 -------------- -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 37,928 $ 68,037 $ 39,171 $ 16,947 $ 32,632 $ 26,182 ============== ============== ============== ============== ============== ============== PARTICIPANT INVESTMENT FUNDS ---------------------------------------------------------------------------------- AMERICAN AMERICAN AMERICAN EXPRESS EXPRESS IDS EXPRESS NEW DIVERSIFIED TEMPLETON DIMENSIONS PARTICIPANT EQUITY FOREIGN FUND, INC. LOANS INCOME FUND FUND TOTAL -------------- -------------- -------------- -------------- -------------- ASSETS INVESTMENTS MASSACHUSETTS MUTUAL LIFE INSURANCE CONTRACT GIC FUND $ 18,875 AETNA LIFE INSURANCE CONTRACT GIC 17,856 NorAm COMMON STOCK 61,933 MONEY MARKET TRUST FUNDS $ 413 $ 6 46,662 EQUITY FUNDS 56,273 $ 1,702 1,635 85,563 FIXED INCOME FUNDS 16,882 BALANCED FUNDS 32,495 LOANS TO PARTICIPANTS $ 9,019 9,019 -------------- -------------- -------------- -------------- -------------- TOTAL INVESTMENTS 56,686 9,019 1,702 1,641 289,285 -------------- -------------- -------------- -------------- -------------- RECEIVABLES PARTICIPANT CONTRIBUTIONS 117 9 9 399 EMPLOYER CONTRIBUTIONS 97 7 6 331 ACCRUED INVESTMENT INCOME 175 -------------- -------------- -------------- -------------- -------------- TOTAL RECEIVABLES 214 16 15 905 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $ 56,900 $ 9,019 $ 1,718 $ 1,656 $ 290,190 ============== ============== ============== ============== ==============
See notes to financial statements. 4 7 NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1997 (IN THOUSANDS)
PARTICIPANT INVESTMENT FUNDS ---------------------------------------------------------------------------------------------- AMERICAN NORAM ENERGY HII EXPRESS AMERICAN CORP. COMMON TRUST U.S. EXPRESS AMERICAN POOLED GIC STOCK GOVERNMENT SELECTIVE EXPRESS FUND FUND SECURITIES FUND FUND, INC. MUTUAL -------------- -------------- -------------- -------------- -------------- INVESTMENT INCOME Dividends $ 3,568 $ 1,389 $ 6,014 Interest $ 520 $ 2,474 NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 55 17,721 186 579 -------------- -------------- -------------- -------------- -------------- Total 575 21,289 2,474 1,575 6,593 -------------- -------------- -------------- -------------- -------------- CONTRIBUTIONS Participants 2,193 1,209 820 1,690 Employer 1,812 1,210 691 1,404 -------------- -------------- -------------- -------------- -------------- Total 4,005 2,419 1,511 3,094 -------------- -------------- -------------- -------------- -------------- ROLLOVERS 4 7 81 79 51 FUND TRANSFERS (23,597) (12,979) 14,950 2,069 2,967 -------------- -------------- -------------- -------------- -------------- Total (23,593) (12,972) 15,031 2,148 3,018 -------------- -------------- -------------- -------------- -------------- PARTICIPANT DISTRIBUTIONS (1,439) (4,800) (8,837) (1,887) (3,388) -------------- -------------- -------------- -------------- -------------- CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS (24,457) 7,522 11,087 3,347 9,317 -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 37,928 68,037 39,171 16,947 32,632 -------------- -------------- -------------- -------------- -------------- END OF YEAR $ 13,471 $ 75,559 $ 50,258 $ 20,294 $ 41,949 ============== ============== ============== ============== ============== PARTICIPANT INVESTMENT FUNDS -------------------------------------------------------------------------------------------------- AMERICAN AMERICAN AMERICAN AMERICAN EXPRESS EXPRESS IDS EXPRESS EXPRESS NEW DIVERSIFIED TEMPLETON TRUST EQUITY DIMENSIONS PARTICIPANT EQUITY FOREIGN FUND I FUND, INC. LOANS INCOME FUND FUND TOTAL -------------- -------------- -------------- -------------- -------------- -------------- INVESTMENT INCOME Dividends $ 5,986 $ 649 $ 542 $ 18,148 Interest $ 807 3,801 NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE OF INVESTMENTS $ 9,290 8,983 (13) (491) 36,310 -------------- -------------- -------------- -------------- -------------- -------------- Total 9,290 14,969 807 636 51 58,259 -------------- -------------- -------------- -------------- -------------- -------------- CONTRIBUTIONS Participants 1,546 3,324 321 327 11,430 Employer 1,232 2,710 241 237 9,537 -------------- -------------- -------------- -------------- -------------- -------------- Total 2,778 6,034 562 564 20,967 -------------- -------------- -------------- -------------- -------------- -------------- ROLLOVERS 23 74 29 51 399 FUND TRANSFERS 4,768 6,497 2,705 2,620 -------------- -------------- -------------- -------------- -------------- -------------- Total 4,791 6,571 2,734 2,671 399 -------------- -------------- -------------- -------------- -------------- -------------- PARTICIPANT DISTRIBUTIONS (2,871) (3,998) 280 (258) (37) (27,235) -------------- -------------- -------------- -------------- -------------- -------------- CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS 13,988 23,576 1,087 3,674 3,249 52,390 -------------- -------------- -------------- -------------- -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 26,182 56,900 9,019 1,718 1,656 290,190 -------------- -------------- -------------- -------------- -------------- -------------- END OF YEAR $ 40,170 $ 80,476 $ 10,106 $ 5,392 $ 4,905 $ 342,580 ============== ============== ============== ============== ============== ==============
See notes to financial statements. 5 8 NORAM ENERGY CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996 (IN THOUSANDS)
PARTICIPANT INVESTMENT FUNDS ----------------------------------------------------------------------------------------------- NORAM ENERGY AMERICAN NORAM ENERGY CORP. POOLED EXPRESS AMERICAN CORP. COMMON TRUST U.S. EXPRESS AMERICAN POOLED GIC STOCK GOVERNMENT SELECTIVE EXPRESS FUND FUND SECURITIES FUND FUND, INC. MUTUAL --------------- --------------- --------------- --------------- --------------- INVESTMENT INCOME Dividends $ 1,211 $ 1,300 $ 3,025 Interest $ 4,037 $ 1,843 NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 28,108 (860) 784 --------------- --------------- --------------- --------------- --------------- Total 4,037 29,319 1,843 440 3,809 --------------- --------------- --------------- --------------- --------------- CONTRIBUTIONS Participants 2,057 1,146 948 1,766 Employer 1,725 872 795 1,477 --------------- --------------- --------------- --------------- --------------- Total 3,782 2,018 1,743 3,243 --------------- --------------- --------------- --------------- --------------- ROLLOVERS 56 13 31 42 FUND TRANSFERS (17,312) 887 6,572 241 1,504 --------------- --------------- --------------- --------------- --------------- Total (17,312) 943 6,585 272 1,546 --------------- --------------- --------------- --------------- --------------- PARTICIPANT DISTRIBUTIONS (5,231) (3,611) (5,061) (1,857) (2,781 --------------- --------------- --------------- --------------- --------------- CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS (18,506) 30,433 5,385 598 5,817 --------------- --------------- --------------- --------------- --------------- NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 56,434 37,604 33,786 16,349 26,815 --------------- --------------- --------------- --------------- --------------- END OF YEAR $ 37,928 $ 68,037 $ 39,171 $ 16,947 $ 32,632 =============== =============== =============== =============== =============== PARTICIPANT INVESTMENT FUNDS ------------------------------------------------------------------------------------------------ AMERICAN AMERICAN AMERICAN AMERICAN EXPRESS EXPRESS IDS EXPRESS EXPRESS NEW DIVERSIFIED TEMPLETON TRUST EQUITY DIMENSIONS PARTICIPANT EQUITY FOREIGN FUND I FUND, INC. LOANS INCOME FUND FUND TOTAL --------------- --------------- ------------- ------------- --------------- ---------- INVESTMENT INCOME Dividends $ 212 $ 2,162 $ 135 $ 61 $ 8,106 Interest $ 691 6,571 NET APPRECIATION/(DEPRECIATION) IN FAIR VALUE OF INVESTMENTS 4,335 8,343 24 95 40,829 --------------- --------------- ------------- ------------- --------------- ---------- Total 4,547 10,505 691 159 156 55,506 --------------- --------------- ------------- ------------- --------------- ---------- CONTRIBUTIONS Participants 1,398 3,050 121 140 10,626 Employer 1,141 2,531 95 105 8,741 --------------- --------------- ------------- ------------- --------------- ---------- Total 2,539 5,581 216 245 19,367 --------------- --------------- ------------- ------------- --------------- ---------- ROLLOVERS 32 11 1 3 189 FUND TRANSFERS 2,047 2,980 405 1,386 1,290 --------------- --------------- ------------- ------------- --------------- ---------- Total 2,079 2,991 405 1,387 1,293 189 --------------- --------------- ------------- ------------- --------------- ---------- PARTICIPANT DISTRIBUTIONS (1,872) (3,101) (537) (44) (38) (24,133) --------------- --------------- ------------- ------------- --------------- ---------- CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS 7,293 15,976 559 1,718 1,656 50,929 --------------- --------------- ------------- ------------- --------------- ---------- NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 18,889 40,924 8,460 239,261 --------------- --------------- ------------- ------------- --------------- ---------- END OF YEAR $ 26,182 $ 56,900 $ 9,019 $ 1,718 $ 1,656 $ 290,190 =============== =============== ============= ============= =============== ==========
See notes to financial statements. 6 9 NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 1. ACCOUNTING POLICIES In accordance with the provisions of the NorAm Energy Corp. ("Company") Employee Savings and Investment Plan ("Plan"), the financial records of the Plan are kept and the valuations of accounts of participating employees ("Participants") are determined on the accrual basis. The Plan recognizes net appreciation or depreciation in the fair value of its investments. Investments are reflected at fair value in the financial statements. Fair value for securities listed on a national exchange is principally determined using the closing price on the New York Stock Exchange. Fair value for mutual funds is determined using net asset value. The Plan's guaranteed investment contracts are not fully-benefit responsive and, as such are valued at fair value as of December 31, 1997 and 1996. The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect the reported amounts as well as certain disclosures. The Plan's financial statements include amounts that are based on management's best estimates and judgments. Actual results could differ from those estimates. Benefit payments are recorded when paid. 2. SUMMARY OF THE PLAN DESCRIPTION OF PLAN The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering all qualified Employee's of the Company. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and, (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. PARTICIPATION Houston Industries Incorporated ("HII") merged with the Company during 1997 (see Note 6). The Plan covers qualified employees of the Company. The Plan is designed to comply in all material respects with ERISA. An employee is eligible for participation as of the first day of the calendar quarter coincident with or next following (i) his rehire date or (ii) one month and one day following his hire date. Temporary and part-time employees are eligible to participate after completion of at least 1,000 Hours of Service in a year. The Plan excludes nonresident aliens with 7 10 no earned income from U.S. sources, employees (other than hourly paid Entex Division employees) who are covered by a collective bargaining agreement that does not expressly provide for participation in the Plan and leased employees. Each Participant may contribute to the Plan annually an amount equal to any whole percentage from 1% to 12% of their pre-tax compensation. The maximum amount that a taxpayer may elect to defer as a pre-tax contribution for any taxable year under all cash or deferred arrangements (such as the Plan) in which the taxpayer participates was limited to $9,500 in 1997 and $9,500 in 1996. The limit for 1998 is $10,000, to be adjusted annually thereafter for inflation. The Company matches the Participant's contributions to a maximum of 6% of a Participant's compensation. INVESTMENT PROGRAM In accordance with the Plan, various investment funds are maintained by the trust. Investment of the Plan's assets into each of the separate funds is based on the specifications of the Participant, in 5% increments. The objective of each of the funds is outlined below: NORAM ENERGY CORP. POOLED GIC FUND: Invested primarily in a fixed dollar return with little market risk to capital. HII COMMON STOCK FUND (FORMERLY NORAM ENERGY CORP. POOLED COMMON STOCK FUND): Invested primarily in shares of common stock of HII and the Company in 1997 and 1996, respectively. See Note 6 regarding the Merger of HII and NorAm Energy Corp. AMERICAN EXPRESS TRUST U.S. GOVERNMENT SECURITIES FUND: Invests in short-term bond or debt instruments guaranteed as to principal and interest by the U.S. Government or its agencies or instrumentalities. AMERICAN EXPRESS SELECTIVE FUND, INC.: Invests in a portfolio of primarily high-quality corporate bonds, government securities and money market securities. AMERICAN EXPRESS MUTUAL: Invests in a portfolio of common stocks, which offer capital appreciation, and in senior securities, such as bonds and preferred stocks, that offer fixed interest and dividend payments. AMERICAN EXPRESS TRUST EQUITY FUND I: Invests primarily in medium-to-large, well-established companies offering both long-term capital appreciation and income potential. AMERICAN EXPRESS NEW DIMENSIONS FUND, INC.: Invests in a portfolio of primarily common stocks of U.S. and foreign companies in which powerful economic and technical changes may take place. Such companies may also have demonstrated excellent technology, marketing or management expertise. AMERICAN EXPRESS IDS DIVERSIFIED EQUITY INCOME FUND: Invests in a portfolio of medium to large, well-established companies that offer long-term capital growth potential as well as reasonable income from dividends and interest. AMERICAN EXPRESS TEMPLETON FOREIGN FUND: Invests primarily in common stocks of companies outside the U.S., as well as preferred stocks and certain debt securities. 8 11 At December 31, the number of participants in each fund was as follows:
1997 1996 ------- ------- NorAm Energy Corp. Pooled GIC Fund 2,302 2,549 HII Common Stock Fund (NorAm Energy Corp. for 1996) 3,612 3,807 American Express Trust U.S. Government Securities Fund 2,012 1,940 American Express Selective Fund, Inc. 1,657 1,762 American Express Mutual 2,751 2,835 American Express Trust Equity Fund I 2,476 2,377 American Express New Dimensions Fund, Inc. 3,584 3,494 American Express IDS Diversified Equity Income Fund 632 322 American Express Templeton Foreign Fund 522 268
As of December 31, 1997, the Plan had a concentration of investments in the common stock of HII and American Express New Dimensions Fund, Inc. The disclosed fair value of these investments and others were subject to the economic viability of the active marketplace. GUARANTEED INVESTMENT CONTRACT The American Institute of Certified Public Accountants issued Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans" ("Statement"), which was implemented by the Plan during the year ended December 31, 1996. This Statement requires that investment contracts with insurance companies which are fully-benefit responsive be recorded at contract value and contracts which are not fully-benefit responsive be recorded at fair value. The Plan's guaranteed investment contracts are not fully-benefit responsive and, as such are valued at fair value as of December 31, 1997 and 1996. Contract value represents contributions made under the contracts plus interest, less withdrawals made by Participants and distributions to former Participants. Fair value, which does not differ materially from cost, is based upon the net present value of the guaranteed investment contracts at December 31, 1997 and 1996. The Plan's guaranteed investment contracts contain penalties for early withdrawal or termination. One guaranteed investment contract matured in January 1997, resulting in approximately $18.8 million being received by the Plan. PLAN ADMINISTRATION The Benefits Committee appointed by the Board of Directors of HII, is responsible for directing American Express Bank & Trust (the "Trustee"), in the day to day administration of the Plan. All administrative expenses not paid by the Company are borne by the Plan. 9 12 DISTRIBUTIONS AND FORFEITURES A terminated Participant or the beneficiary of a deceased Participant is entitled to a distribution of the value of the Participant's entire account in case of death, disability, or retirement at or after the Participant's attainment of age 65. In case of termination of service for other reasons, a Participant is entitled to a distribution of the entire value of his contribution account plus the vested portion of his Employer Contribution account. Vesting is determined by vesting service years in accordance with the following schedule:
PARTICIPANT'S YEARS OF VESTED SERVICE PERCENTAGE Less than 2........................ 0% Two but less than three.......... 20% Three but less than four......... 40% Four but less than five........... 60% Five but less than six............ 80% Six or more........................ 100%
Amounts forfeited upon distribution are held separately until the end of the plan year in which the terminated employee incurs five consecutive one year breaks in service. Subsequently, the amount forfeited by a Participant is applied to reduce the Company's contribution to the Plan. A terminated Participant may receive a lump sum final distribution of the vested amount accumulated in each Participant's account upon written request. Immediate lump sum distributions are made for accounts which do not exceed $3,500. PARTICIPANT LOANS A Participant may borrow against amounts attributable to his vested account balance. The maximum amount that a Participant may borrow is the lesser of (i) $50,000, reduced by the excess, if any, of the highest outstanding balance of loans to the Participant from all plans maintained by the Company or an affiliated entity during the one-year period ending on the day before the date on which such loan is made over the outstanding balance of loans from the Plan on the date on which such loan is made, or (ii) 50% of the value of the Participant's vested account balance under the Plan. The minimum borrowing is $1,000. A Participant may have only one loan outstanding at any one time. Interest rates are fixed at the prime rate prevailing at the loan's inception plus one percent. Interest rates are fixed for the term of the loan at the time of loan origination and ranged from 7% to 10% for loans outstanding as of December 31, 1997. Principal and interest payments are paid ratably through monthly payroll deductions over a term not to exceed sixty months. Participants' account balances are used as collateral for the loans. TERMINATION OF THE PLAN The Company may terminate the Plan at any time and must give written notice to the Trustee. In the event of termination of the Plan, the assets held by the Trustee under the Plan will be valued and each Participant will become fully vested and entitled to distributions respecting his account. 10 13 3. FEDERAL INCOME TAXES No provision for federal income taxes has been made in the financial statements of the Plan. The Internal Revenue Service ("IRS") determined and informed the Company by a letter dated October 10, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("Code"). Although the Plan was amended subsequent to that date, the Benefits Committee and the Company's counsel believe that the Plan was designed and operated in compliance with the requirements of the Code. As a result, the Participant's Pre-tax Contributions, up to a specified maximum amount each calendar year, and the Employer Contributions to the Trust on behalf of a Participant are not currently taxable to a Participant when made, and income from any source accruing to a Participant's account is not taxable when realized by the Trust. Participant withdrawals of after-tax contributions made to the Plan prior to 1987, are excludable from the Participant's gross income for federal income tax purposes. The After-tax Contributions made by a Participant will not be deductible by the Participant. However, Participant withdrawals of amounts attributable to earnings on such After-tax Contributions are subject to federal income tax. Participant withdrawals of amounts attributable to Pre-tax Contributions or Employer Contributions are subject to federal income tax when distributed. 4. EARLY RETIREMENT AND SEVERANCE PROGRAMS During the first quarter of 1996, the Company instituted a reorganization plan affecting its NorAm Gas Transmission Company and Mississippi River Transmission Company subsidiaries, pursuant to which a total of approximately 275 positions were eliminated. Also during the first quarter of 1996, NorAm's Entex division instituted an early retirement program which was accepted by approximately 100 employees. As a result of these early retirement programs, a number of former employees were terminated from the Plan, thus resulting in an increase in distributions during 1996. 5. RELATED PARTY TRANSACTIONS The Trustee is authorized under contract provisions and by ERISA regulations providing administrative and statutory exemptions, to invest in funds under its control and in securities of HII. During 1997 and 1996, the Trustee purchased and sold units of HII and the Company's common stock and American Express Trust Funds as temporary investments, which are shown below:
1997 1996 ------------ ----------- Purchases (HII) $ 11,497,638 Purchases (NorAm) $13,920,000 (Trustee) 134,156,049 (Trustee) 65,619,000 Sales (HII) $ 23,155,437 Sales (NorAm) $11,391,000 (Trustee) 91,680,576 (Trustee) 46,941,000
6. MERGER WITH HOUSTON INDUSTRIES INCORPORATED On August 6, 1997, the Company merged with and into a subsidiary of HII and became a wholly owned subsidiary of HII. Consideration for the purchase of NorAm's Common Stock was a combination of cash and HII Common Stock. As a result of the merger the Plan Participants received cash and HII Common Stock as merger consideration in exchange for their NorAm Common Stock. The cash portion of the merger consideration was automatically invested based upon Participant investment elections. The Merger Agreement stipulates that HII, for a period of one year subsequent to the consummation of the Merger will continue or cause to be continued, without adverse change to any employee or former employee, all NorAm benefit plans. 11 14 NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN SUPPLEMENTAL SCHEDULE OF INVESTMENTS ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 (IN THOUSANDS, EXCEPT SHARES AND UNITS)
MATURITY RATE OF PAR CURRENT DESCRIPTION OF ASSET DATE INTEREST VALUE/SHARES COST VALUE - --------------------------------------------------------------------------------------------------------------------------------- Guaranteed Investment Contracts Aetna #LT-13938 01/04/99 8.75% 11,667,638 $ 11,668 $ 11,668 *Houston Industries Incorporated Common Stock Fund 3,322,164 36,829 74,254 *American Express Trust Money Market Fund I 501,131 501 501 *American Express Trust Federal Income Fund 9,429 129 144 *American Express Trust U.S. Government Securities Fund 49,947,419 49,947 49,947 *American Express Trust Equity Index Fund I 1,469,039 26,183 40,064 *American Express Selective Fund, Inc. 2,210,954 20,077 20,242 *American Express Mutual 3,049,120 39,912 41,838 *American Express New Dimensions Fund, Inc. 3,365,958 62,328 80,258 *American Express Diversified Equity Income Fund 570,639 5,412 5,368 *American Express Templeton Foreign Fund 490,040 5,297 4,881 -------- -------- TOTAL $258,283 $329,165 ======== ======== Participant Loans, 7% to 10% interest $ 10,106 $ 10,106 ======== ========
*Party-in-interest 12 15 NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN SUPPLEMENTAL SCHEDULE OF INVESTMENTS 5% REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------------------------------------------------------- CURRENT VALUE PURCHASE SELLING EXPENSE COST OF ON TRANSACTION NET GAIN DESCRIPTION PRICE PRICE INCURRED ASSET DATE OR (LOSS) - --------------------------------------------------------------------------------------------------------------------------------- SINGLE TRANSACTIONS Massachusetts Mutual Life Insurance Contract #5794 $18,875,233 $18,875,233 Money Market Fund I 18,875,233 18,875,233 SERIES OF TRANSACTIONS *American Express Mutual Fund 94 Purchases 17,869,059 17,869,059 168 Sales 9,084,961 8,138,780 946,181 *American Express New Diminsions Fund, Inc. 129 Purchases 30,365,121 30,365,121 148 Sales 15,303,074 11,432,502 3,870,572 *American Express Selective Fund, Inc. 234 Purchases 9,139,163 9,139,163 162 Sales 5,911,012 5,884,441 26,571 *American Express U.S. Government Securities Fund 309 Purchases 35,473,937 35,473,937 140 Sales 25,076,814 25,076,814 *American Express Trust Equity Fund I 118 Purchases 15,107,694 15,107,694 133 Sales 10,037,274 6,786,053 3,251,221 *Houston Industries Incorporated Common Stock Fund 83 Purchases 11,497,638 11,497,638 164 Sales 23,155,437 13,742,863 9,412,574 *American Express Money Market Fund I 23 Purchases 26,201,075 26,201,075 206 Sales 26,267,441 26,267,441
*Party-in-interest 13 16 SIGNATURE THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. NORAM ENERGY CORP. EMPLOYEE SAVINGS AND INVESTMENT PLAN By /s/ LEE W. HOGAN --------------------------------------- (Lee W. Hogan, Chairman of the Benefits Committee of Houston Industries Incorporated, Plan Administrator) Dated: June 24, 1998 17 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 23.1 Independent Auditors' Consent Deloitte & Touche L.L.P. 23.2 Consent of Independent Accountants Coopers & Lybrand L.L.P.
   1
                                                                    EXHIBIT 23.1




                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in Registration Statement No.
333-11329 of NorAm Energy Corp. and Subsidiaries on Form S-8 of our report dated
June 24, 1998, appearing in the Annual Report on Form 11-K of the NorAm Energy
Corp. Employee Savings and Investment Plan for the year end December 31, 1997.





DELOITTE & TOUCHE LLP

Houston, Texas
June 29, 1998




   1
                                                                    EXHIBIT 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the registration statements of
NorAm Energy Corp. and Subsidiaries on Form S-3 (File Nos. 33-64001, 33-41493,
33-52853, and 33-55071) and Form S-8 (File Nos. 2-61923, 33-10806, 33-20594,
33-38063, 33-38064, 33-54241, 33-54247, and 33-54253) of our report dated June
6, 1997, on our audit of the NorAm Energy Corp. Employee Savings and Investment
Plan as of December 31, 1996, and for the year then ended, which report is
included in this Annual Report on Form 11-K.





                                           COOPERS & LYBRAND L.L.P.

Houston, Texas
June 29, 1998