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): March 18, 2003
____________________________
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
____________________________
CENTERPOINT 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)
Registrants' telephone number, including area code: (713) 207-1111
____________________________
Item 5. Other Events.
On March 19, 2003, CenterPoint Energy, Inc. announced that CenterPoint
Energy Resources Corp. ("CERC") had priced senior notes totaling $650 million in
a private placement with institutions pursuant to Rule 144A under the Securities
Act of 1933, as amended. A copy of that press release is attached to this report
as Exhibit 99.1. The offering of these senior notes closed on March 25, 2003. On
March 25, 2003 CenterPoint Energy, Inc. announced the closing of this offering.
A copy of that press release is attached to this report as Exhibit 99.2.
For a description of the senior notes, please refer to Supplemental
Indenture No. 5 dated as of March 25, 2003, to the Indenture dated as of
February 1, 1998, between CERC and JPMorgan Chase Bank, as trustee. The
Supplemental Indenture is attached to this report as Exhibit 4.1.
The newly issued 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.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed herewith:
4.1 Supplemental Indenture No. 5 dated as of March 25, 2003, to
Indenture dated as of February 1, 1998, between CenterPoint
Energy Resources Corp. and JPMorgan Chase Bank, as trustee
99.1 Press Release issued March 19, 2003 regarding pricing of private
placement of senior notes
99.2 Press Release issued March 25, 2003 regarding closing of private
placement of 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.
/s/ James S. Brian
Date: March 26, 2003 By:___________________________
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.
CENTERPOINT ENERGY RESOURCES
CORP.
/s/ James S. Brian
Date: March 26, 2003 By:___________________________
James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
4.1 Supplemental Indenture No. 5, dated as of
March 25, 2003, to Indenture dated as of
February 1, 1998, between CenterPoint Energy
Resources Corp. and JPMorgan Chase Bank, as
trustee
99.1 Press Release issued March 19, 2003 regarding
pricing of private placement of senior notes
99.2 Press Release issued March 25, 2003 regarding
closing of private placement of senior notes