-----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, JJln4ott3sBlAZYp41UIUENYYO/bBw6yPhV6nZXASPDaoyEQwxR6xbpnrvGtKP0A jnft1rGhx2B2ihCpsUVJWA== 0000950129-04-003785.txt : 20040602 0000950129-04-003785.hdr.sgml : 20040602 20040601182847 ACCESSION NUMBER: 0000950129-04-003785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040528 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS GENCO HOLDINGS INC CENTRAL INDEX KEY: 0001188303 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 760695920 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31449 FILM NUMBER: 04842500 BUSINESS ADDRESS: BUSINESS PHONE: 713 207 3000 MAIL ADDRESS: STREET 1: 1111 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTERPOINT ENERGY INC CENTRAL INDEX KEY: 0001130310 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 740694415 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31447 FILM NUMBER: 04842499 BUSINESS ADDRESS: STREET 1: 1111 LOUISIANT ST. CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132073000 MAIL ADDRESS: STREET 1: 1111 LOUISIANT ST. CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RELIANT ENERGY REGCO INC DATE OF NAME CHANGE: 20001220 8-K 1 h15890e8vk.txt CENTERPOINT ENERGY TEXAS GENCO - MAY 28, 2004 UNITED STATES 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): MAY 28, 2004 ------------------------------ CENTERPOINT ENERGY, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31447 74-0694415 (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) 207-1111 ------------------------------ TEXAS GENCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) TEXAS 1-31449 76-0695920 (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) 207-1111 ------------------------------ ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On May 28, 2004, Texas Genco Holdings, Inc., a majority-owned subsidiary of CenterPoint Energy, Inc., announced that its Board of Directors had voted to exercise its right of first refusal to purchase up to the entire 25.2 percent interest in the South Texas Project Electric Generating Station that is currently owned by American Electric Power ("AEP"). For additional information regarding this matter, please refer to Texas Genco's press release attached to this report as Exhibit 99.1 (the "Press Release"), which Press Release is incorporated by reference herein. Texas Genco expects to fund the purchase of its share of AEP's interest with internally generated funds and, if and to the extent required, a new bank credit facility. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION Some of the statements in this report and the Press Release attached to this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words "should," "intend," "expect" or other similar words. We have based our forward-looking statements on our management's beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements. Changes in federal, state and local regulations affecting Texas Genco's and CenterPoint Energy's businesses, the timing and extent of changes in commodity prices, particularly natural gas, and the inability of Texas Genco to arrange future financings on acceptable terms could cause actual results to differ materially from those expressed or implied in forward-looking statements. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed herewith: 99.1 Press Release issued May 28, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CENTERPOINT ENERGY, INC. Date: June 1, 2004 By: /s/ James S. Brian ---------------------------------- James S. Brian Senior Vice President and Chief Accounting Officer 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. TEXAS GENCO HOLDINGS, INC. Date: June 1, 2004 By: /s/ James S. Brian ---------------------------------- James S. Brian Senior Vice President and Chief Accounting Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ------- ----------- 99.1 Press Release issued May 28, 2004. EX-99.1 2 h15890exv99w1.txt PRESS RELEASE DATED MAY 28, 2004 EXHIBIT 99.1 For more information contact MEDIA: LETICIA LOWE [TEXAS GENCO LOGO] Phone 713.207.7702 INVESTORS: MARIANNE PAULSEN Phone 713.207.6500 FOR IMMEDIATE RELEASE Page 1 of 1 - -------------------------------------------------------------------------------- TEXAS GENCO'S BOARD AUTHORIZES INCREASED OWNERSHIP IN STP NUCLEAR PLANT HOUSTON, TX - May 28, 2004 - The Board of Directors of Texas Genco Holdings, Inc. (NYSE:TGN), a majority-owned subsidiary of CenterPoint Energy, Inc. (NYSE: CNP), voted to exercise its right of first refusal to purchase up to the entire 25.2 percent interest in the South Texas Project Electric Generating Station (STP) that is currently owned by American Electric Power (AEP). In addition to AEP, the 2,500 megawatt nuclear plant is owned by Texas Genco (30.8 percent), City Public Service of San Antonio (CPS) (28 percent) and Austin Energy (16 percent). AEP had previously announced that it had received an offer of $333 million, subject to certain adjustments, to purchase its 630 megawatt interest. Under the STP Participation Agreement, co-owners wishing to acquire AEP's interest are entitled to do so at the proposed sale price. Austin Energy indicated that it will not exercise its right of first refusal, while CPS indicated that it intends to purchase at least 12 percent or 300 megawatts. Accordingly, Texas Genco should be entitled to purchase a 13.2 percent interest or 330 megawatts from AEP. Texas Genco Holdings, Inc., based in Houston, Texas, is one of the largest wholesale electric power generating companies in the United States with over 14,000 megawatts of generation capacity, of which approximately 2,500 megawatts are currently in mothball status. It sells electric generation capacity, energy and ancillary services in one of the nation's largest power markets, the Electric Reliability Council of Texas (ERCOT). Texas Genco has one of the most diversified generation portfolios in Texas, using natural gas, oil, coal, lignite, and uranium fuels. The company owns and operates 60 generating units at 11 electric power-generating facilities and owns a 30.8 percent interest in a nuclear generating plant. Texas Genco currently is a majority-owned subsidiary of CenterPoint Energy, Inc. For more information, visit our web site at www.txgenco.com. ### -----END PRIVACY-ENHANCED MESSAGE-----