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): NOVEMBER 5, 1998
NORAM ENERGY 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.
On November 5, 1998, NorAm Energy Corp. (the "Company") entered into
an Underwriting Agreement, in the form of Exhibit 1 hereto, with the
Underwriters named therein with respect to the issue and sale by the Company of
$500,000,000 aggregate principal amount of its 6-3/8% Term Enhanced ReMarketable
Securities(SM) (the "TERMS(SM)"). The TERMS were registered under the Securities
Act of 1933, as amended, pursuant to three shelf registration statements
(Registration Statement Nos. 333-41017, 333-62377 and 333-66157) of the Company.
The TERMS were issued under an Indenture, dated as of February 1, 1998, between
the Company and Chase Bank of Texas, National Association (formerly known as
Texas Commerce Bank National Association), as Trustee, as supplemented by
Supplemental Indenture No. 1, dated as of February 1, 1998, and Supplemental
Indenture No. 2, dated as of November 1, 1998, and in the form of Exhibit 4.1
hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
1 Underwriting Agreement, dated as of November 5, 1998, among the
Company and Credit Suisse First Boston Corporation, Chase
Securities Inc. Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and NationsBanc Montgomery
Securities LLC.
4.1 Supplemental Indenture No. 2, dated as of November 1, 1998,
providing for the issuance of the TERMS.
4.2 Form of TERMS (included in Exhibit 4.1 above).
8 Opinion of Baker & Botts, L.L.P. as to certain federal income tax
matters.
23 Consent of Baker & Botts, L.L.P. (included in Exhibit 8).
-2-
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.
NORAM ENERGY CORP.
Date: November 9, 1998 By: /s/ Mary P. Ricciardello
--------------------------------
Mary P. Ricciardello
Vice President and Comptroller
-3-