-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jl5YlBBmtFzGB1fVIhyhwO6LI9L4QDYcvsESvrwAdYIRUwpQPc22vIPFhyBBTcbx fjoI6IuU1ESx+q9JoZWQBQ== 0000950129-02-004445.txt : 20020903 0000950129-02-004445.hdr.sgml : 20020902 20020903080728 ACCESSION NUMBER: 0000950129-02-004445 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020831 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RELIANT ENERGY RESOURCES CORP CENTRAL INDEX KEY: 0001042773 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 760511406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13265 FILM NUMBER: 02754772 BUSINESS ADDRESS: STREET 1: 1111 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132073000 FORMER COMPANY: FORMER CONFORMED NAME: HI MERGER INC DATE OF NAME CHANGE: 19970721 FORMER COMPANY: FORMER CONFORMED NAME: NORAM ENERGY CORP/ DATE OF NAME CHANGE: 19970808 8-K 1 h99570e8vk.txt RELIANT ENERGY RESOURCES CORP. - DATED 8/31/02 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 31, 2002 ------------------------------ RELIANT ENERGY RESOURCES CORP. (Exact name of registrant as specified in its charter) DELAWARE 1-13265 76-0511406 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1111 LOUISIANA HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 207-3000 ------------------------------ ITEM 5. OTHER EVENTS. Effective August 31, 2002, Reliant Energy, Incorporated ("Reliant Energy"), a Texas corporation and the sole stockholder of Reliant Energy Resources Corp. (the "Company"), consummated a restructuring transaction as a result of which it became an indirect wholly owned subsidiary of a new holding company, CenterPoint Energy, Inc. ("CenterPoint Energy"), and each share of common stock of Reliant Energy was converted into one share of common stock of CenterPoint Energy. Also, as part of the restructuring (i) Reliant Energy conveyed its Texas electric generation assets and certain buildings and related assets to wholly owned subsidiaries, (ii) Reliant Energy was converted into a Texas limited liability company named CenterPoint Energy Houston Electric, LLC, and (iii) the capital stock of all of Reliant Energy's former subsidiaries (other than certain financing subsidiaries), including the Company, the subsidiaries that acquired the Texas electric generation assets and the buildings and the approximately 83% ownership interest in Reliant Resources, Inc., was distributed to CenterPoint Energy. These transactions were consummated pursuant to the Texas restructuring law and Reliant Energy's plan to restructure its businesses into two distinct publicly traded companies. CenterPoint Energy, with the Company and CenterPoint Energy's other subsidiaries, is subject to regulation as a registered holding company under the Public Utility Holding Company Act of 1935, which directs the SEC to regulate, among other things, financings, sales or acquisitions of assets, and intra-corporate transactions. Concurrently with the restructuring, the Company's 6.25% Convertible Junior Subordinated Debentures and 6% Convertible Subordinated Debentures due 2012 became convertible into CenterPoint Energy common stock on the same terms as such securities were convertible into Reliant Energy common stock prior to the restructuring. The following diagram depicts a summary overview of the current corporate organizational structure of CenterPoint Energy and its principal operating subsidiaries. Unless otherwise indicated, ownership interests shown below are 100%. 2 ORGANIZATION CHART AFTER RESTRUCTURING CenterPoint Energy, Inc. d/b/a Reliant Energy, Incorporated | | _________________________________________________________________ | | | |83% | | | | Reliant CenterPoint Energy Texas Reliant Energy Houston Electric, LLC Genco Resources, Resources (formerly Reliant Holdings, Inc. Corp. Energy, Incorporated) Inc. (includes gas (transmission and (Texas LDCs) distribution utility) generation assets) The shares of common stock of CenterPoint Energy issued in the restructuring were approved for listing by the New York Stock Exchange and the Chicago Stock Exchange. CenterPoint Energy currently conducts business under the name Reliant Energy, Incorporated, and CenterPoint Energy's common stock currently trades under the symbol "REI." 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibits are filed herewith: Each exhibit is incorporated herein by reference to a prior filing as indicated.
Report or SEC File or Exhibit Registration Registration Exhibit Number Description Statement Number References - ------ ----------- ------------- ------ ---------- 4(a) Third Supplemental Indenture dated as of August Form 8-K of 333-69502 4(h) 31, 2002 among CNP, REI, Reliant Energy CenterPoint Energy, Resources Corp. ("RERC") and The Bank of New Inc. dated August 31, York (supplementing the Indenture dated as of 2002 and filed with June 15, 1996 under which RERC's 6.25% the SEC on September Convertible Junior Subordinated Debentures were 3, 2002 issued) 4(b) Second Supplemental Indenture dated as of August Form 8-K of 333-69502 4(i) 31, 2002 among CNP, REI, RERC and JPMorgan Chase CenterPoint Energy, Bank (supplementing the Indenture dated as of Inc. dated August 31, March 1, 1987 under which RERC's 6% Convertible 2002 and filed with Subordinated Debentures due 2012 were issued) the SEC on September 3, 2002
4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RELIANT ENERGY RESOURCES CORP. Date: September 3, 2002 By: /s/ Rufus S. Scott ----------------------------- Rufus S. Scott Vice President, Deputy General Counsel and Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----