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 12, 2003
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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)
Registrants' telephone number, including area code: (713) 207-1111
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ITEM 5. OTHER EVENTS.
Private Placement.
On May 12, 2003, CenterPoint Energy, Inc. announced that it intended to
sell $400 million aggregate principal amount of its convertible senior notes due
2023 (the "Senior Notes") through a private offering. A copy of that press
release is attached as Exhibit 99.1. On May 13, 2003, CenterPoint Energy, Inc.
announced that it had priced $500 million aggregate principal amount of the
Senior Notes. A copy of that press release is attached as Exhibit 99.2.
The Senior Notes have not been registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements. This
report does not constitute an offer to sell or the solicitation of an offer to
buy any security and shall not constitute an offer, solicitation or sale of any
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
Litigation.
On May 9, 2003, an additional class action lawsuit on behalf of a class
of purchasers of natural gas alleging manipulation of natural gas prices was
filed in California state court in San Diego, naming as defendants CenterPoint
Energy, Inc. and Reliant Energy Services, Inc., as well as other market
participants. The complaint combines allegations already asserted in the
Bustamante price reporting lawsuit and the Gas Trading Class Action lawsuit
described in CenterPoint Energy's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 12, 2003, including claims of
conspiracy to inflate natural gas prices and violations of California's Unfair
Competition Law. Neither CenterPoint Energy nor any of its current subsidiaries
has ever engaged in gas trading in California. Under a master separation
agreement between Reliant Energy, Inc. and Reliant Resources, Inc., CenterPoint
Energy and its subsidiaries are entitled to be defended and indemnified by
Reliant Resources for any losses arising out of this lawsuit. CenterPoint Energy
understands that Reliant Energy Services will deny the allegations set forth in
the complaint.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release issued May 12, 2003 regarding private placement of
convertible senior notes
99.2 Press Release issued May 13, 2003 regarding pricing of private
placement of convertible senior notes
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: May 16, 2003 By: /s/ JAMES S. BRIAN
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James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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99.1 Press Release issued May 13, 2003 regarding pricing of private
placement of convertible senior notes
99.2 Press Release issued May 19, 2003 regarding closing of private
placement of convertible senior notes