As filed with the Securities and Exchange Commission on August 8, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
HOUSTON INDUSTRIES INCORPORATED
(FORMERLY KNOWN AS HOUSTON LIGHTING & POWER COMPANY)
(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
HOUSTON, TEXAS 77002
(713) 207-1111
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
_________________
HUGH RICE KELLY
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND
CORPORATE SECRETARY
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-1111
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
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. [_]
____________________
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed
Each Class of Securities to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price Per Share (2) Offering Price (2) Registration Fee (3)
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Common Stock, without par value (1)........ 944,974 Shares $20.69 $19,551,512.06 $5,924.70
===================================================================================================================================
(1) Includes preference stock purchase rights of one Right per share associated
with the Common Stock.
(2) Estimated in accordance with Rule 457(c) promulgated under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee based on the average of the high and low sales prices per
share of the Common Stock on the New York Stock Exchange Composite Tape on
August 1, 1997.
(3) As no separate consideration is payable for the Rights, the registration
fee for such securities is included in the fee for the Common Stock.
_______________________
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.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
PROSPECTUS
SUBJECT TO COMPLETION, DATED AUGUST 8, 1997
HOUSTON INDUSTRIES INCORPORATED
944,974 SHARES
COMMON STOCK
(WITHOUT PAR VALUE)
_____________________
The shares of common stock, without par value ("Common Stock"), of Houston
Industries Incorporated, a Texas corporation (the "Company"), offered hereby are
issuable upon the conversion of one or more 6-1/4% Convertible Junior
Subordinated Debentures ("Convertible Debentures") of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm").
Each Convertible Debenture may be converted into cash and shares of Common Stock
by the holder thereof at any time on or prior to June 30, 2026 (unless such
maturity date is extended by NorAm to a date not later than June 30, 2045 upon
satisfaction of certain requirements and conditions). For a description of the
conversion provisions of the Convertible Debentures see "Plan of Distribution."
The Common Stock offered hereby is being offered on a continuous basis
pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Securities Act"), during the period of time that the Registration Statement to
which this prospectus relates remains effective. The Common Stock is listed on
the New York, the Chicago and the London Stock Exchanges.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
The date of this Prospectus is , 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite
1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can also be obtained at prescribed rates by
writing the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. The Common Stock is listed on the New York, Chicago and
London Stock Exchanges. Reports, proxy statements and other information
concerning the Company can be inspected and copied at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York 10005 and at the
offices of The Chicago Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60605.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Common Stock offered
hereby, reference is made to the Registration Statement and the exhibits and the
financial statements, notes and schedules filed as a part thereof or
incorporated by reference therein, which may be inspected at the public
reference facilities of the Commission at the addresses set forth above or
through the Commission's home page on the Internet. Statements made in this
Prospectus concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company (under its former name,
Houston Lighting & Power Company) (File No. 1-3187), and by Houston Industries
Incorporated, a Texas corporation and former parent company of the Company ("Old
HI") (File No. 1-7629), with the Commission are incorporated herein by
reference:
(1) the Company's and Old HI's Combined Annual Report on Form 10-K for
their respective fiscal years ended December 31, 1996;
(2) the Company's and Old HI's Combined Quarterly Report on Form 10-Q for
their respective quarterly period ended March 31, 1997;
(3) the Company's Current Report on Form 8-K dated February 4, 1997;
(4) the Company's and Old HI's Combined Current Reports on Form 8-K dated
February 5, 1997 and August 6, 1997;
(5) Old NorAm's (as hereinafter defined) Annual Report on Form 10-K for
its fiscal year ended December 31, 1996 ("Old NorAm's 1996 Form 10-
K");
(6) Old NorAm's Quarterly Report on Form 10-Q for its quarterly period
ended March 31, 1997; and
(7) the description of each of the Common Stock and the Company's Rights
to Purchase Series A Preference Stock, which are contained in the
Company's Registration Statement on Form 8-B dated July 30, 1997.
Each document or report filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of any offering of the Common Stock made by this Prospectus shall be
deemed to be incorporated by
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reference into this Prospectus and to be a part of this Prospectus from the date
of filing of such document. Any statement contained herein, or in any document
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
the Registration Statement and this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference herein (other
than exhibits not specifically incorporated by reference into the texts of such
documents). Requests for such documents should be directed to: Corporate
Secretary, Houston Industries Incorporated, 1111 Louisiana, Houston, Texas
77002, telephone number (713) 207-1111.
THE COMPANY
The Company operates principally in the electric utility business, under
the name "Houston Lighting & Power Company", and in the natural gas distribution
and transmission business, through its NorAm Energy Corp. subsidiary. Based on
an order of the Commission, the Company will be exempt from regulation under
Section 3(a)(2) of the Public Utility Holding Company Act of 1935 (the "1935
Act"), except with respect to the (i) acquisition of certain voting securities
of other domestic public utility companies and utility holding companies and
(ii) the provisions of Section 33 of the 1935 Act regarding the acquisition,
ownership and financing of foreign utility companies.
THE NORAM MERGER
On August 6, 1997, (i) Old HI merged into the Company and the Company
changed its name to "Houston Industries Incorporated" and (ii) NorAm Energy
Corp., a Delaware corporation, merged into a subsidiary of Old HI, the name of
which was changed to "NorAm Energy Corp." As a result of these mergers, NorAm
became a wholly owned subsidiary of the Company. As consideration for the
acquisition of NorAm, the Company issued approximately 47.8 million shares of
Common Stock and paid approximately $1.4 billion in cash. At the time of the
merger, NorAm and its subsidiaries had approximately $1.7 billion of
outstanding indebtedness.
The Company's executive offices are located at Houston Industries
Plaza, 1111 Louisiana, Houston, Texas 77002 (telephone number 713-207-1111).
USE OF PROCEEDS
Because the shares of Common Stock offered hereby will be issued upon
conversion of the Convertible Debentures, the Company will not receive any
proceeds upon such issuance.
PLAN OF DISTRIBUTION
ISSUANCE OF COMMON STOCK UPON CONVERSION OF CONVERTIBLE DEBENTURES
Pursuant to the Agreement and Plan of Merger, dated as of August 11, 1996,
as amended (the "Merger Agreement"), by and among Old HI, the Company, NorAm
Energy Corp., a Delaware corporation ("Old NorAm"), and HI Merger, Inc., a
Delaware corporation and a wholly owned subsidiary of Old HI ("Merger Sub"), (i)
Old HI was merged (the "Company Merger") with and into the Company on August 6,
1997, with the Company continuing in existence as the surviving corporation
being renamed "Houston Industries Incorporated," and (ii) Old NorAm was merged
(the "NorAm Merger" and collectively with the Company Merger, the "Mergers")
with and into Merger Sub on August 6, 1997 immediately following the Company
Merger, with Merger Sub continuing in existence as the surviving corporation
being renamed "NorAm Energy Corp." ("NorAm"). As a result of the Mergers, NorAm
became a wholly owned subsidiary of the Company. Pursuant to the terms and
conditions of the Merger Agreement, the Company agreed to be bound by the
conversion provisions of the Convertible Debentures.
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Under the terms of the Indenture, dated as of June 15, 1996, as amended and
supplemented (the "Indenture"), between NorAm, as successor in interest to Old
NorAm, and The Bank of New York, as trustee, the holder of a Convertible
Debenture has the right to convert such Convertible Debenture at any time on or
prior to June 30, 2026 (unless such maturity date is extended by NorAm to a date
not later than June 30, 2045 upon satisfaction of certain requirements and
conditions) into the amount, subject to the adjustments provided for in the
Indenture, of Stock Consideration (as defined below) and Cash Consideration (as
defined below) which the holder thereof would have had the right to receive
after the effective time of the NorAm Merger if such Convertible Debenture had
been converted immediately prior to the effective time of the NorAm Merger and
the holder thereof had made the election to receive Stock Consideration with
respect to 50% of the shares of NorAm Common Stock (as defined below) and Cash
Consideration with respect to the remaining 50% of the shares of NorAm Common
Stock. At the effective time of the NorAm Merger, the Convertible Debentures
were convertible into NorAm Common Stock at a conversion price of $12.125 per
share.
"NorAm Common Stock" means the common stock, par value $.625 per share, of
Old NorAm that a holder of a Convertible Debenture would have had the right to
receive under the terms of the Indenture if such holder had exercised the
conversion privilege of the Convertible Debentures immediately prior to the
effective time of the NorAm Merger.
"Cash Consideration" means the cash amount of $16.3051 per share of NorAm
Common Stock.
"Stock Consideration" means 0.74963 shares of Common Stock per share of
NorAm Common Stock.
Pursuant to the terms of the Indenture and the Merger Agreement, Common
Stock may be issued to holders of Convertible Debentures from time to time upon
the exercise of the conversion privilege of the Convertible Debentures by a
holder thereof in accordance with the terms of the Indenture.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 700,000,000 shares
of Common Stock, 10,000,000 shares of Preferred Stock, without par value, and
10,000,000 shares of Preference Stock, without par value ("Preference Stock"),
of which (i) 700,000 shares have been designated by the Board of Directors of
the Company as Series A Preference Stock ("Series A Preference Stock") and (ii)
27,000 shares have been designated by the Board of Directors of the Company as
Series B Preference Stock ("Series B Preference Stock"). Each share of Common
Stock offered hereby includes an associated preference stock purchase right (a
"Right"). The shares of Series A Preference Stock have been initially reserved
for issuance upon exercise of the Rights. The descriptions of each of the
Common Stock and the Rights are incorporated by reference into this Prospectus.
See "Incorporation of Certain Documents by Reference" for information on how to
obtain a copy of these descriptions. At July 31, 1997, there were 246,797,504
shares of Common Stock, 97,397 shares of $4 Preferred Stock and no shares of
Series A Preference Stock or Series B Preference Stock issued and outstanding.
17,000 shares of Series B Preference Stock were issued on August 6, 1997.
EXPERTS
The financial statements of the Company and of Old HI appearing in the
Company's and Old HI's Combined Annual Report on Form 10-K for their respective
fiscal years ended December 31, 1996, have been audited by Deloitte & Touche
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as an expert in accounting and auditing.
The consolidated balance sheets of Old NorAm as of December 31, 1996 and
1995 and the consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996,
incorporated by reference herein, have been incorporated herein in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
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LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered hereby
have been passed upon for the Company by Baker & Botts, L.L.P., Houston, Texas.
-5-
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF
THIS PROSPECTUS OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE HEREOF OR THE DATE OF FILING OF ANY DOCUMENTS
INCORPORATED BY REFERENCE HEREIN.
_____________________
TABLE OF CONTENTS
Page
----
Available Information............................................... 2
Incorporation of Certain Documents
by Reference..................................................... 2
The Company......................................................... 3
Use of Proceeds..................................................... 3
Plan of Distribution................................................ 3
Description of Common Stock......................................... 4
Experts............................................................. 4
Legal Opinions...................................................... 5
HOUSTON INDUSTRIES
INCORPORATED
944,974 Shares
Common Stock
(without par value)
______________________
PROSPECTUS
______________________
, 1997
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Company in connection with the issuance and distribution of the Common Stock
offered hereby.
Securities and Exchange Commission filing fee........ $ 5,925
Blue Sky fees and expenses........................... 5,000
Attorney's fees and expenses......................... 10,000
Independent Auditor's fees and expenses.............. 10,000
Printing and engraving expenses...................... 15,000
Listing fees......................................... 20,000
Miscellaneous expenses............................... 2,075
-------
Total............................................ $68,000
=======
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 or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of such director's duty of
loyalty to the Company and its shareholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violations 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.
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-4.
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:
(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
II-1
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.
II-2
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, HOUSTON
INDUSTRIES INCORPORATED 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 OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS,
ON AUGUST 7, 1997.
HOUSTON INDUSTRIES INCORPORATED
(Registrant)
By: /s/ Don D. Jordan
____________________________________________________
(Don D. Jordan, Chairman and Chief Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ Don D. Jordan
_______________________________ Chairman, Chief Executive August 7, 1997
(Don D. Jordan) Officer and Director
(Principal Executive Officer)
/s/ Stephen W. Naeve
_______________________________ Executive Vice President and August 7, 1997
(Stephen W. Naeve) Chief Financial Officer
(Principal Financial Officer)
/s/ Mary P. Ricciardello
_______________________________ Vice President and Comptroller August 7, 1997
(Mary P. Ricciardello) (Principal Accounting Officer)
RICHARD E. BALZHISER,
MILTON CARROLL, JOHN T. CATER,
ROBERT J. CRUIKSHANK,
LINNET F. DEILY, LEE W. HOGAN, A majority of the Board of Directors August 7, 1997
R. STEVE LETBETTER, ALEXANDER F.
SCHILT, BERTRAM WOLFE*
*By: /s/ Hugh Rice Kelly
_____________________________________
(Hugh Rice Kelly, Attorney-In-Fact)
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INDEX TO EXHIBITS
-----------------
SEC File or
Exhibit Report or Registration Exhibit
Number Document Description Registration Statement Number Reference
- ------- ----------------------------------------- ---------------------- ------------ ---------
2.1* Agreement and Plan of Merger, among the Combined Form 8-K of 1-3187 2
Company, Old HI, Merger Sub and Old NorAm the Company and Old HI 1-7629
dated as of August 11, 1996 dated August 11, 1996
2.2* Amendment to Agreement and Plan of Merger Registration Statement 333-11329 2(c)
among the Company, Old HI, Merger Sub and Old on Form S-4
NorAm dated as of October 23, 1996
2.3 Agreement dated August 5, 1997 among the
Company, Old HI, Merger Sub and Old NorAm
4.1* Restated Articles of Incorporation of the Company Combined Form 10-Q of 1-3187 3
(Restated as of May 1993) the Company and Old HI 1-7629
for the quarter ended
June 30, 1993
4.2* Articles of Amendment to Restated Articles of Registration Statement 333-11329 3(b)
Incorporation of the Company (dated August 9, on Form S-4
1996)
4.3* Articles of Amendment to Restated Articles of Combined Form 10-K of 1-3187 3(c)
Incorporation of the Company (dated December 3, the Company and Old HI 1-7629
1996) for the year ended
December 31, 1996
4.4* Amendment to Restated Articles of Incorporation
of the Company effective upon consummation of
the Company Merger (included as Exhibit A to
Exhibit 2.2 above)
4.5* Amended and Restated Bylaws of Old HI (as of Form 10-Q of Old HI for 1-7629 3
May 22, 1996) adopted by the Company as of the quarter ended
August 6, 1997 June 30, 1996
4.6* Amended and Restated Rights Agreement between Registration Statement 333-11329 4(b)(1)
the Company and Texas Commerce Bank National on Form S-4
Association, as Rights Agent, including form of
Statement of Resolution Establishing Series of
Shares designated Series A Preference Stock and
form of Rights Certificate
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Baker & Botts, L.L.P. (included in
Exhibit 5)
24 Powers of Attorney
____________________
* Incorporated herein by reference as indicated.
II-4
AGREEMENT
WHEREAS, NorAm Energy Corp. ("NorAm"), Houston Industries
Incorporated ("HI"), Houston Lighting & Power Company and HI Merger Inc.
(together, the "Parties") have entered into that certain Agreement and Plan of
Merger dated as of August 11, 1996 (the "Merger Agreement"); and
WHEREAS, NorAm and HI have subsequently discussed continuing the
participation of NorAm employees in certain annual variable pay plans through
December 31, 1997, rather than making pro-rated payments to participants under
such plans as provided in Section 5.10(e) of the Merger Agreement.
NOW, THEREFORE, the Parties hereby agree as follows:
1. Section 5.10(e) of the Merger Agreement is hereby amended to read as
follows:
"For the calendar year ending December 31, 1996, NorAm will pay to each
employee of NorAm and the NorAm Affiliates who is a participant in a NorAm
annual incentive compensation plan or a variable pay program the amount of
annual incentive compensation or variable pay awarded to such employee for
1996 based on the level of performance goals actually attained by NorAm.
The amount of such incentive compensation or variable pay will be
determined in accordance with normal practice and will be paid on or before
March 15, 1997.
For the calendar year ending December 31, 1997, annual incentive
compensation and annual variable pay awarded to employees of NorAm and the
NorAm Affiliates under any plan or program including, without limitation,
Section 9 of the 1994 Incentive Equity Plan (also known as the Annual
Incentive Award Plan), the All Employee Incentive Plan (also known as the
All Employee Incentive Opportunity Plan) and the Gas Marketing Incentive
Plan (the "Plans") will be paid to such employees in accordance with the
terms and conditions on which the awards were originally based, subject to
the following modifications:
(1) In no event shall any individual who is an employee of NorAm or
any affiliate of NorAm at the close of business on August 5, 1997 be
paid less than an amount equal to 218/365 multiplied by the amount of
the award that would have been payable to the employee had the
applicable performance goals been achieved at the target level of
performance. Any individual whose employment with NorAm and its
affiliates terminates on or after the Effective Time and prior to
December 31, 1997, shall be paid the award contemplated hereby as soon
as practicable following termination of employment, but in no event
later than 10 days following termination of employment.
(2) Performance with respect to any goals based on (i) earnings per
share, or (ii) cash flow (where applicable), shall be measured
utilizing the following assumptions:
(A) The number of shares and the level of convertible securities
outstanding at any applicable time shall be deemed to be the same
as the number of shares and level of convertible securities
outstanding immediately prior to the Effective Time.
(B) Interest expense and distributions on convertible securities
will be calculated from August 6, 1997 through December 31, 1997
as if the balances outstanding on August 6, 1997 remained
outstanding through December 31, 1997.
(C) Corporate overhead expenses will be determined from August 6,
1997 through December 31, 1997 in accordance with NorAm's 1997
budget.
(D) No costs directly related to the Merger, and no costs related
to amortization of new goodwill will be taken into account.
(3) Performance with respect to any goals based on (i) return on
capital employed or (ii) cash flow shall be measured assuming
continuation of dividend payments with the frequency that such
payments were made from August 1, 1996 through August 1, 1997, at the
level most recently paid prior to August 6, 1997.
(4) Any other goals that cannot be accurately measured following the
Merger without utilization of assumptions similar to those set forth
above shall be measured utilizing such assumptions as the appropriate
officers of HL&P deem fair and equitable in their sole discretion."
2. NorAm hereby represents that Exhibit A hereto is a true and correct
representation of all of the performance goals originally applicable under
the Plans for 1997 annual awards.
3. This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement, it being understood
that all parties need not sign the same counterpart.
IN WITNESS WHEREOF, each Party has caused this Agreement to be signed by its
duly authorized officer this 5th day of August, 1997.
NORAM ENERGY CORP.
By: /s/ T. Milton Honea
---------------------------------------------
Name: T. Milton Honea
Title: Chairman of the Board, President and
Chief Executive Officer
HOUSTON INDUSTRIES INCORPORATED
By: /s/ Hugh Rice Kelly
---------------------------------------------
Name: Hugh Rice Kelly
Title: Executive Vice President, General Counsel
and Corporate Secretary
HOUSTON LIGHTING & POWER COMPANY
By: /s/ Hugh Rice Kelly
----------------------------------------------
Name: Hugh Rice Kelly
Title: Senior Vice President, General Counsel and
Corporate Secretary
HI MERGER, INC.
By: /s/ Stephen W. Naeve
----------------------------------------------
Name: Stephen W. Naeve
Title: President
EXHIBIT 5
[Letterhead of Baker & Botts, L.L.P.]
August 8, 1997
Houston Industries Incorporated
Houston Industries Plaza
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Houston Industries Incorporated (formerly
known as Houston Lighting & Power Company), a Texas corporation (the "Company"),
in connection with the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the issuance from time to time of up to 944,974 shares
(the "Shares") of common stock, without par value, of the Company (and
associated rights to purchase Series A Preference Stock, without par value, of
the Company (the "Rights")) upon conversion of the 6-1/4% Convertible Junior
Subordinated Debentures (the "Debentures") of NorAm Energy Corp. (formerly known
as HI Merger, Inc.), a Delaware corporation ("New NorAm"). The Debentures are
governed by an Indenture dated as of June 15, 1996, as amended and supplemented
(the "Indenture"), between New NorAm as successor in interest to NorAm Energy
Corp., a Delaware corporation ("Old NorAm"), and The Bank of New York, as
trustee.
In our capacity as your counsel in the connection referred to above, we
have examined the Restated Articles of Incorporation and Amended and Restated
Bylaws of the Company, each as amended to date, the Agreement and Plan of Merger
dated as of August 11, 1996, as amended, by and among Houston Industries
Incorporated, a Texas corporation ("Old HII"), the Company (formerly a wholly
owned subsidiary of Old HII), New NorAm and Old NorAm, the Indenture, and the
Amended and Restated Rights Agreement dated as of August 6, 1997 between the
Company and Texas Commerce Bank National Association (the "Rights Agreement")
and have examined originals, or copies certified or otherwise identified, of
corporate records of the Company, including minute books of the Company as
furnished to us by the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments or documents, as
a basis for the opinions hereinafter expressed. In giving such opinions, we
have relied upon certificates of officers of the Company with respect to the
accuracy of the material factual matters contained in such certificates. In
making our examination, we have assumed that all signatures on all documents
examined by us are genuine, that all documents submitted to us as originals are
accurate and complete, that all documents submitted to us as copies are true and
correct copies of the originals thereof and that all information submitted to us
was accurate and complete.
Houston Industries Incorporated -2- August 8, 1997
On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Texas.
2. The Shares, when duly issued upon conversion of the Debentures in
accordance with the terms thereof and the terms and provisions of the
Indenture, will be validly issued, fully paid and non-assessable.
3. The issuance of the Rights associated with the Shares has been
duly authorized by all requisite corporate action on the part of the
Company and, upon issuance from time to time in connection with the
issuance of the associated Shares as provided above and in accordance with
the terms of the Rights Agreement, the Rights associated with such Shares
will be validly issued.
The opinion set forth in paragraph 3 above is limited to the valid
issuance of the Rights under the Texas Business Corporation Act. In this
connection, we do not express any opinion herein on any other aspect of the
Rights, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Rights Agreement or the issuance of the Rights,
the enforceability of any particular provisions of the Rights Agreement, or the
provisions of the Rights Agreement which discriminate or create unequal voting
power among shareholders.
The opinions set forth above are limited in all respects to matters of
Texas law as in effect on the date hereof. At your request, this opinion is
being furnished to you for filing as Exhibit 5 to the Registration Statement.
Additionally, we hereby consent to the reference to our Firm under the caption
"Legal Opinions" in the Registration Statement. In giving such consent, we do
not thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
BAKER & BOTTS, L.L.P.
MSS/TST
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of Houston Industries Incorporated ("New HII", formerly named Houston
Lighting & Power Company) on Form S-3 of our reports dated February 21, 1997,
appearing in the Annual Reports on Form 10-K of New HII and Old HII (formerly
named Houston Industries Incorporated) for the year ended December 31, 1996 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
August 7, 1997
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Houston Industries Incorporated (formerly known as Houston Lighting & Power
Company) on Form S-3 (File No. 333-_______) of our report dated March 25, 1997,
on our audits of the consolidated financial statements and financial statement
schedule of NorAm Energy Corp. and Subsidiaries as of December 31, 1996 and
1995, and for the years ended December 31, 1996, 1995, and 1994, which report is
included in the NorAm Energy Corp. Annual Report on Form 10-K. We also consent
to the reference to our firm under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Houston, Texas
August 7, 1997
EXHIBIT 24
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ Don D. Jordan
------------------------------------
Don D. Jordan
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of August, 1997.
/s/ Stephen W. Naeve
------------------------------------
Stephen W. Naeve
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ Milton Carroll
------------------------------------
Milton Carroll
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of August, 1997.
/s/ John T. Cater
------------------------------------
John T. Cater
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of August, 1997.
/s/ Robert J. Cruikshank
------------------------------------
Robert J. Cruikshank
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ Linnet F. Deily
------------------------------------
Linnet F. Deily
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ Lee W. Hogan
------------------------------------
Lee W. Hogan
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ R. Steve Letbetter
------------------------------------
R. Steve Letbetter
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ Alexander F. Schilt
------------------------------------
Alexander F. Schilt
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ Bertram Wolfe
------------------------------------
Bertram Wolfe
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
5th day of August, 1997.
/s/ Mary P. Ricciardello
------------------------------------
Mary P. Ricciardello
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and Stephen W. Naeve, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with 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 his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
6th day of August, 1997.
/s/ Richard E. Balzhiser
------------------------------------
Richard E. Balzhiser
