As filed with the Securities and Exchange Commission on September 13, 1994
Registration No. 33-
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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
(Exact name of registrant as specified in its charter)
Texas 74-1885573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
(713) 629-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
WILLIAM A. CROPPER
Vice President and Treasurer
Houston Industries Incorporated
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
(713) 629-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
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, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. [X]
_______________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Price Aggregate Amount of
Title of Each Class of Securities to be Per Offering Registration
to be Registered Registered Unit(2) Price(2) Fee(3)
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Common Stock, without par value (1).. 587,646 shares $34.50 $20,273,787 $6,991
=======================================================================================================
(1) Includes preference stock purchase rights of one Right per share associated
with the Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low prices reported on the New York Stock Exchange Composite Tape on
September 9, 1994.
(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.
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Subject to Completion, Dated September 13, 1994
PROSPECTUS
587,646 Shares
HOUSTON INDUSTRIES INCORPORATED
COMMON STOCK
(without par value)
The 587,646 shares (the "Shares") of common stock, without par value (the
"Common Stock"), of Houston Industries Incorporated, a Texas corporation (the
"Company"), offered hereby are being sold by Amzak Corporation, a Delaware
corporation ("Amzak"), Countryside Cable, Inc., a Delaware corporation and
wholly owned subsidiary of Amzak ("Countryside"), and Keith N. Cripps
(collectively, the "Selling Shareholders"). See "Selling Shareholders." The
Company will not receive any part of the proceeds from the sale of the Shares
but has agreed to pay substantially all of the expenses of the offering of the
Shares other than fees and expenses of the Selling Shareholders' counsel and
advisers, all stock transfer fees and expenses, if any, and all other expenses
(including brokerage discounts, commissions and fees) related to the sale of the
Shares.
Sales of the Shares by the Selling Shareholders may be made from time to
time on the New York Stock Exchange (the "NYSE") pursuant to and in accordance
with the applicable rules of the NYSE, in one or more transactions, including
block transactions, negotiated transactions or a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices ("Regular Way
Sales"). Subject to the Company's right to suspend the sale of any of the Shares
by the Selling Shareholders, the Shares may be sold only during the fifteen-day
period commencing on the fifth day following the dates upon which the Company
files with the Securities and Exchange Commission any Quarterly Report on Form
10-Q or any Annual Report on Form 10-K (each, a "Sale Period"). Sales of the
Shares by a Pledgee (as hereinafter defined) upon the foreclosure on any of the
Shares pledged by a Selling Shareholder to a third party (a "Pledgee") to secure
a bona fide debt of such Selling Shareholder ("Pledged Shares") may be made
solely through Regular Way Sales on the NYSE for a period of thirty consecutive
days commencing on the tenth day following the delivery of a foreclosure notice
and letter agreement by the Pledgee to the Company (each, a "Pledgee Sale
Period"), subject to the Company's right to suspend the sale of any Pledged
Shares by the Pledgee. The Shares and/or the Pledged Shares will be offered
directly, through agents designated from time to time, or through brokers or
dealers. A member firm of the NYSE may be engaged to act as the agent of the
Selling Shareholder or the Pledgee in the sale of Shares by the Selling
Shareholder or Pledged Shares by the Pledgee, as the case may be. To the extent
required, specific information regarding the Shares (including, where
applicable, the specific Shares sold, offering prices, names of any agent,
broker or dealer, and any applicable commissions or discounts) and/or a Pledgee
and the Pledged Shares will be set forth in an accompanying Prospectus
Supplement. The Selling Shareholders may sell all or a portion of the Shares
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), to the extent such sales may be made in compliance with
such Rule. See "Plan of Distribution." The Selling Shareholders and/or any
Pledgee and any brokers, dealers, agents or others that participate with them in
the distribution of the Shares or the Pledged Shares, as the case may be, may be
deemed to be "underwriters" within the meaning of the Securities Act and any
commissions received by such persons and any profit on the resale of the Shares
or the Pledged Shares purchased by such persons may be deemed to be underwriting
commissions or discounts under the Securities Act. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act. See "Plan of Distribution."
The outstanding Common Stock, including the Shares, is listed on the NYSE,
the Chicago Stock Exchange and the London Stock Exchange under the symbol "HOU."
On September 9, 1994, the closing sales price of the Common Stock as reported on
the New York Stock Exchange Composite Tape was $34 5/8 per share.
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 September , 1994.
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.
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 maintained by the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's regional
offices at Northwestern Atrium Center, 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at its principal office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such reports,
proxy statements and other information concerning the Company may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005 and the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois 60603, on which the Common Stock is listed.
This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act. As permitted by the
rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement, and reference is made to
the Registration Statement for further information with respect to the Company
and the shares of Common Stock registered under the Registration Statement. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance reference is made to the copy
of such document so filed. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-7629), are incorporated by
reference into this Prospectus and shall be deemed to be a part hereof:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1993;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994;
(3) the Company's Current Report on Form 8-K dated February 22, 1994; and
(4) the descriptions of each of (a) the Common Stock, which is contained
in the Company's Registration Statement on Form 8-A dated January 14,
1977, as amended by Form 8 dated July 14, 1986, and (b) the Company's
Rights to Purchase Preference Stock, which is contained in the
Company's Registration Statement on Form 8-A dated July 16, 1990.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of Common Stock made by this Prospectus shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained herein, in a
supplement to this Prospectus or in a document incorporated or deemed to be
incorporated by reference into this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed supplement to this
Prospectus or in any document that 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 this Prospectus.
2
The Company hereby undertakes to provide copies of any or all of the
documents referred to above that have been or may be incorporated by reference
into this Prospectus (not including exhibits to the documents that are
incorporated by reference unless such exhibits are specifically incorporated by
reference into such documents) without charge to each recipient of a copy of
this Prospectus, upon written or oral request of the recipient. Requests for
copies of such documents should be directed in writing or by telephone to the
Investor Relations Department, Houston Industries Incorporated, P. O. Box 4505,
Houston, Texas 77210, telephone (800) 231-6406 (if calling from outside Texas)
or (800) 392-4261 (if calling from inside Texas) (toll free in either case) or
(713) 629-3060.
THE COMPANY AND ITS SUBSIDIARIES
The Company is a holding company operating principally in two business
segments: the electric utility business and the cable television business. The
Company conducts its operations primarily through three subsidiaries: Houston
Lighting & Power Company ("HL&P"), its principal operating subsidiary, KBLCOM
Incorporated ("KBLCOM") and Houston Industries Energy, Inc. ("HI Energy"). The
Company is a holding company as defined in the Public Utility Holding Company
Act of 1935, as amended (the "Holding Company Act"), but is exempt from
regulation as a "registered" holding company under the Holding Company Act.
HL&P is engaged in the generation, transmission, distribution and sale of
electric energy and serves customers in an approximately 5,000 square mile area
of the Texas Gulf Coast, including Houston. As of June 30, 1994, the total
assets and common stock equity of HL&P represented 88% of the Company's
consolidated assets and 114% of the Company's consolidated common stock equity,
respectively. For the twelve-month period ended June 30, 1994, the operations
of HL&P accounted for substantially all of the Company's consolidated net
income.
The cable television operations of the Company are conducted through KBLCOM
and its subsidiaries. This segment includes five cable television systems
located in four states and a 50% interest in Paragon Communications ("Paragon"),
a partnership which owns systems located in seven states. As of June 30, 1994,
KBLCOM's systems served approximately 621,000 basic cable customers subscribing
to approximately 509,000 premium programming units and, according to information
provided by Paragon's managing partner, Paragon served approximately 931,000
basic cable customers subscribing to approximately 537,000 premium programming
units.
The Company has organized a subsidiary, HI Energy, to participate in
domestic and foreign power generation projects and to invest in the
privatization of foreign electric utilities. HI Energy is actively engaged in
the evaluation of several such projects, but has not yet committed significant
financial or other resources to any single project.
The address of the principal executive offices of the Company is 5 Post Oak
Park, 4400 Post Oak Parkway, Houston, Texas 77027. Its telephone number is
(713) 629-3000.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
3
SELLING SHAREHOLDERS
The Shares were delivered to the Selling Shareholders on July 31, 1994 as
consideration for the sale to KBLCOM of the capital stock of certain
corporations owned by the Selling Shareholders. Pursuant to the terms and
conditions of two separate stock purchase agreements (the "Stock Purchase
Agreements"), 170,086 shares of Common Stock were issued to Amzak as
consideration for all of the issued and outstanding capital stock of Nortel
Cable Corporation, a Minnesota corporation ("Nortel"), 163,410 shares of Common
Stock were issued to Countryside as consideration for all of the issued and
outstanding capital stock of Countryside Investments, Inc., a Delaware
corporation ("CII"), and 242,456 shares of Common Stock were issued to Amzak and
11,694 shares of Common Stock were issued to Keith N. Cripps as consideration
for all of the issued and outstanding capital stock of Amzak Cable, Midwest,
Inc., a Texas corporation ("ACM"). In connection therewith, the Company entered
into a Registration Agreement, dated as of July 31, 1994 (the "Registration
Agreement"), with the Selling Shareholders. In the Registration Agreement, the
Company agreed to use diligent efforts to register for resale by the Selling
Shareholders the Shares under the Securities Act and to maintain the
effectiveness of such registration until the sooner to occur of (i) the
expiration of a two-year period from the date of issuance of the Shares and (ii)
the sale of all of the Shares. The Registration Statement was filed by the
Company with the Commission in order to satisfy these requirements in the
Registration Agreement.
The following table sets forth the name of each Selling Shareholder, the
number of shares of Common Stock beneficially owned as of August 31, 1994 by
each Selling Shareholder and the number of Shares which may be offered by each
Selling Shareholder pursuant to this Prospectus. Any and all of the Shares
listed below may be offered for sale by the Selling Shareholder from time to
time and therefore no estimate can be given as to the number of Shares that will
be beneficially owned by the Selling Shareholders upon termination of this
offering.
Shares of Common
Stock Beneficially Shares to be
Name of Owned Prior Offered Pursuant
Selling Shareholder to Offering to this Prospectus
- ------------------------- ------------------- -------------------
Amzak Corporation(1) 575,952 575,952
Countryside Cable, Inc. (1) (1)
Keith N. Cripps 11,694 11,694
__________________________
(1) Included in the 575,952 shares of Common Stock indicated as being
beneficially owned by Amzak are 163,410 shares owned by Countryside, a
wholly owned subsidiary of Amzak.
None of the Selling Shareholders has had any position, office or other
material relationship with the Company or any of its affiliates within the past
three years, except that each of the Selling Shareholders is a former
stockholder of either Nortel, CII or ACM. As of August 31, 1994, the Selling
Shareholders owned an aggregate of 587,646 shares of Common Stock, which
represent less than one-half of 1% of the Common Stock currently outstanding.
4
PLAN OF DISTRIBUTION
Subject to the Company's right to suspend the sale of any of the
Shares by the Selling Shareholders, sales of the Shares by the Selling
Shareholders may be made from time to time solely through Regular Way Sales on
the NYSE and only during a Sale Period. If during any Sale Period the Company
suspends the sale of any of the Shares by the Selling Shareholders, then upon
notice from the Company of the termination of the suspension, the Selling
Shareholders may recommence the sale of the Shares for a number of days equal to
the number of days during the Sale Period in which the suspension was in effect.
The Selling Shareholders may also sell all or a portion of the Shares pursuant
to Rule 144 under the Securities Act to the extent such sales may be made in
compliance with such Rule.
Sales of Pledged Shares may be made solely through Regular Way Sales
on the NYSE during a Pledgee Sale Period, subject to the Company's right to
suspend the sale of any Pledged Shares by a Pledgee. If during any Pledgee Sale
Period the Company suspends the sale of any of the Pledged Shares by the
Pledgee, then upon notice from the Company of the termination of the suspension,
the Pledgee may recommence the sale of the Pledged Shares for a number of days
equal to the number of days during the Pledgee Sale Period in which the
suspension was in effect.
The Shares and/or the Pledged Shares will be offered directly, through
agents designated from time to time, or through brokers or dealers. A member
firm of the NYSE may be engaged to act as the agent of the Selling Shareholder
or the Pledgee in the sale of Shares by the Selling Shareholder or Pledged
Shares by the Pledgee, as the case may be. The Company has been advised by each
of the Selling Shareholders that they have not, as of the date of this
Prospectus, entered into any arrangement with any agent, broker or dealer for
the sale of the Shares. To the extent required, specific information regarding
the Shares (including, where applicable, the specific Shares sold, offering
prices, names of any agent, broker or dealer, and any applicable commissions or
discounts) and/or a Pledgee and the Pledged Shares will be set forth in a
Prospectus Supplement.
The Selling Shareholders and/or any Pledgee and any brokers, dealers,
agents or others that participate with them in the distribution of the Shares or
the Pledged Shares, as the case may be, may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions or fees received
by such persons and any profit on the resale of the Shares or the Pledged Shares
purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act.
Agents may be entitled under agreements entered into with the Selling
Shareholders or the Pledgees, as the case may be, to indemnification by the
Selling Shareholders or the Pledgees against certain civil liabilities,
including liabilities under the Securities Act.
Pursuant to the Registration Agreement, (i) each of the Selling
Shareholders agreed to indemnify the Company against any losses, claims, damages
or liabilities that arise out of or are based upon (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or this Prospectus, or any omission or alleged omission to state
herein a material fact required to be stated herein or necessary to make the
statements herein, in light of the circumstances under which they were made, not
misleading, if the statement or omission was made in reliance upon and in
conformity with the information provided by such Selling Shareholder
specifically for use or inclusion in the Registration Statement, or (b) the use
of this Prospectus after such time as the Company has advised such Selling
Shareholder that the filing of a post-effective amendment or supplement hereto
is required, except this Prospectus as so amended or supplemented, or (c) the
use of this Prospectus after such time as the obligation of the Company under
the Registration Agreement to keep the Registration Statement effective and
current has expired, or (d) any violation by such Selling Shareholder or any
person who controls such Selling Shareholder of any federal or state securities
law or rule or regulation thereunder, and (ii) the Company agreed to indemnify
each Selling Shareholder against any losses, claims, damages or liabilities that
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in
5
the Registration Statement or this Prospectus, or any omission or alleged
omission to state herein a material fact required to be stated herein or
necessary to make the statements herein, in light of the circumstances under
which they were made, not misleading, except to the extent such losses, claims,
damages or liabilities arise out of or are based upon those matters described in
(i)(a), (b), (c) or (d) above. Such indemnification also covers legal or other
expenses reasonably incurred in connection with investigating or defending any
such loss, claim, damage or liability. The Registration Agreement provides that
a Selling Shareholder may assign its rights under the Registration Agreement to
any Pledgee provided that the Pledgee agrees in writing to become bound by the
terms thereof.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 400,000,000
shares of Common Stock and 10,000,000 shares of preference stock, without par
value ("Preference Stock"), of which 2,000,000 shares have been designated by
the Board of Directors of the Company as Series A Preference Stock ("Series A
Preference Stock"). Each of the Shares 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. No shares of
Preference Stock are currently outstanding. At August 31, 1994, there were
131,296,631 shares of Common Stock issued and outstanding.
EXPERTS
The consolidated financial statements and the related financial
statement schedules of the Company and its subsidiaries included in the
Company's Annual Report on Form 10-K, which is incorporated herein by reference,
have been audited by Deloitte & Touche LLP, Independent Auditors, as stated in
their report appearing therein. Such financial statements and financial
statement schedules are incorporated herein by reference in reliance on such
report given upon the authority of that firm as experts in accounting and
auditing.
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.
6
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 or the Selling Shareholders. 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
----
Prospectus
Available Information.................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company and its Subsidiaries....... 3
Use of Proceeds........................ 3
Selling Shareholders................... 4
Plan of Distribution................... 5
Description of Capital Stock........... 6
Experts................................ 6
Legal Opinions......................... 6
Houston
Industries
Incorporated
587,646 Shares
Common Stock
(without par value)
__________________________
P R O S P E C T U S
__________________________
September , 1994
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All expenses (other than underwriting discounts and commissions and
fees and expenses of legal or other advisers to the Selling Shareholders) in
connection with the offering described in this Registration Statement will be
paid by the Company. Such expenses are estimated (other than the Commission's
registration fee) as follows:
Securities and Exchange Commission registration fee.. $ 6,991
Printing and filing expenses......................... 10,000
Accounting fees and expenses......................... 10,000
Legal fees and expenses.............................. 15,000
Blue Sky qualification fees and expenses............. 7,000
Miscellaneous........................................ 1,009
-------
Total........................................... $50,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02A(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 his duty of loyalty to the
Company and its shareholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation 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 for 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.
II-1
ITEM 16. EXHIBITS.
The following documents are filed as a part of this registration
statement or incorporated by reference herein:
Report or SEC File or
Exhibit Registration Registration Exhibit
No. Description Statement Number Reference
- ------- ----------- -------------- ------------ -------------
3.1* Restated Articles of Incorporation of Form 10-Q for 1-7629 3
the Company. the quarter
ended June 30,
1993
3.2* Amended and Restated Bylaws of the Form 8-K dated 1-7629 3
Company. June 29, 1992
4.1* Rights Agreement dated July 11, Form 8-K dated 1-7629 4(a)(1)
1990 between the Company and July 11, 1990
Texas Commerce Bank National
Association, as Rights Agent (Rights
Agent), which includes form of
Statement of Resolution Establishing
Series of Shares designated Series A
Preference Stock and form of Rights
Certificate.
4.2* Agreement and Appointment of Form 8-K dated 1-7629 4(a)(2)
Agent dated as of July 11, 1990 July 11, 1990
between the Company and the Rights
Agent.
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker & Botts, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney.
99 Registration Agreement dated as of
July 31, 1994 by and among the
Company, Amzak, Countryside and
Keith N. Cripps.
__________
* Incorporated herein by reference as indicated.
II-2
ITEM 17. UNDERTAKINGS.
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
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(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 the registrant need not file a post-effective
amendment to include the information required to be included by subsection
(i) or (ii) if such information is contained in periodic reports filed 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
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(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.
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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 provisions described under Item 15 above, 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 September 13, 1994.
HOUSTON INDUSTRIES INCORPORATED
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Don D. Jordan Chairman and Chief Executive September 13, 1994
- ------------------------------------------ Officer and Director
(Don D. Jordan) (Principal Executive and
Financial Officer and
Director)
/s/ Mary P. Ricciardello Comptroller (Principal September 13, 1994
- ------------------------------------------ Accounting Officer)
(Mary P. Ricciardello)
* MILTON CARROLL, JOHN T.
CATER, ROBERT J. CRUIKSHANK,
LINNET F. DEILY, JOSEPH M.
HENDRIE, HOWARD W. HORNE, Directors
ALEXANDER F. SCHILT, KENNETH L.
SCHNITZER, SR., D. D. SYKORA,
JACK T. TROTTER, BERTRAM WOLFE
*By /s/ Hugh Rice Kelly September 13, 1994
---------------------------------------
(Hugh Rice Kelly, Attorney-in-Fact)
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