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): August 31, 2002
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RELIANT 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)
Registrant's telephone number, including area code: (713) 207-3000
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ITEM 5. OTHER EVENTS.
Effective August 31, 2002, Reliant Energy, Incorporated ("Reliant
Energy"), a Texas corporation and the sole stockholder of Reliant Energy
Resources Corp. (the "Company"), consummated a restructuring transaction as a
result of which it became an indirect wholly owned subsidiary of a new holding
company, CenterPoint Energy, Inc. ("CenterPoint Energy"), and each share of
common stock of Reliant Energy was converted into one share of common stock of
CenterPoint Energy. Also, as part of the restructuring (i) Reliant Energy
conveyed its Texas electric generation assets and certain buildings and related
assets to wholly owned subsidiaries, (ii) Reliant Energy was converted into a
Texas limited liability company named CenterPoint Energy Houston Electric, LLC,
and (iii) the capital stock of all of Reliant Energy's former subsidiaries
(other than certain financing subsidiaries), including the Company, the
subsidiaries that acquired the Texas electric generation assets and the
buildings and the approximately 83% ownership interest in Reliant Resources,
Inc., was distributed to CenterPoint Energy. These transactions were consummated
pursuant to the Texas restructuring law and Reliant Energy's plan to restructure
its businesses into two distinct publicly traded companies.
CenterPoint Energy, with the Company and CenterPoint Energy's other
subsidiaries, is subject to regulation as a registered holding company under the
Public Utility Holding Company Act of 1935, which directs the SEC to regulate,
among other things, financings, sales or acquisitions of assets, and
intra-corporate transactions.
Concurrently with the restructuring, the Company's 6.25% Convertible
Junior Subordinated Debentures and 6% Convertible Subordinated Debentures due
2012 became convertible into CenterPoint Energy common stock on the same terms
as such securities were convertible into Reliant Energy common stock prior to
the restructuring.
The following diagram depicts a summary overview of the current
corporate organizational structure of CenterPoint Energy and its principal
operating subsidiaries. Unless otherwise indicated, ownership interests shown
below are 100%.
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ORGANIZATION CHART AFTER RESTRUCTURING
CenterPoint Energy, Inc.
d/b/a
Reliant Energy,
Incorporated
|
|
_________________________________________________________________
| | | |83%
| | | |
Reliant CenterPoint Energy Texas Reliant
Energy Houston Electric, LLC Genco Resources,
Resources (formerly Reliant Holdings, Inc.
Corp. Energy, Incorporated) Inc.
(includes gas (transmission and (Texas
LDCs) distribution utility) generation
assets)
The shares of common stock of CenterPoint Energy issued in the
restructuring were approved for listing by the New York Stock Exchange and the
Chicago Stock Exchange. CenterPoint Energy currently conducts business under the
name Reliant Energy, Incorporated, and CenterPoint Energy's common stock
currently trades under the symbol "REI."
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Each exhibit is incorporated herein by reference to a prior filing
as indicated.
<Table>
<Caption>
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number References
- ------ ----------- ------------- ------ ----------
4(a) Third Supplemental Indenture dated as of August Form 8-K of 333-69502 4(h)
31, 2002 among CNP, REI, Reliant Energy CenterPoint Energy,
Resources Corp. ("RERC") and The Bank of New Inc. dated August 31,
York (supplementing the Indenture dated as of 2002 and filed with
June 15, 1996 under which RERC's 6.25% the SEC on September
Convertible Junior Subordinated Debentures were 3, 2002
issued)
4(b) Second Supplemental Indenture dated as of August Form 8-K of 333-69502 4(i)
31, 2002 among CNP, REI, RERC and JPMorgan Chase CenterPoint Energy,
Bank (supplementing the Indenture dated as of Inc. dated August 31,
March 1, 1987 under which RERC's 6% Convertible 2002 and filed with
Subordinated Debentures due 2012 were issued) the SEC on September
3, 2002
</Table>
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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.
RELIANT ENERGY RESOURCES CORP.
Date: September 3, 2002 By: /s/ Rufus S. Scott
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Rufus S. Scott
Vice President, Deputy General
Counsel and Assistant Secretary