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): DECEMBER 10, 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)
Registrant's telephone number, including area code: (713) 207-1111
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ITEM 5. OTHER EVENTS.
On December 10, 2003, CenterPoint Energy, Inc. (the "Company")
announced that it intended to sell $225 million aggregate principal amount of
its convertible senior notes due 2024 (the "Convertible Senior Notes") through a
private offering. A copy of that press release is attached as Exhibit 99.1. On
December 12, 2003, the Company announced that it had priced $225 million
aggregate principal amount of the Convertible Senior Notes. A copy of that press
release is attached as Exhibit 99.2. On December 17, 2003, the Company closed
the private placement of $255 million aggregate principal amount of the
Convertible Senior Notes (including $30 million received upon exercise of the
initial purchasers' option).
For a description of the Convertible Senior Notes, please refer to the
Indenture dated as of May 19, 2003 between the Company and JPMorgan Chase Bank,
as trustee (the "Indenture"), and to Supplemental Indenture No. 4 to the
Indenture dated as of December 17, 2003 between the Company and JPMorgan Chase
Bank, as trustee ("Supplemental Indenture No. 4"). The Indenture and
Supplemental Indenture No. 4 are attached as Exhibits 4.1 and 4.2, respectively.
The Registration Rights Agreement dated as of December 17, 2003 among the
Company, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as
representatives of the initial purchasers, relating to the Convertible Senior
Notes is attached as Exhibit 4.3.
The Convertible 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 Indenture dated as of May 19, 2003 between CenterPoint Energy,
Inc. and JPMorgan Chase Bank, as trustee ("Indenture")
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed June 3, 2003)
4.2 Supplemental Indenture No. 4 dated as of December 17, 2003 to
the Indenture between CenterPoint Energy, Inc. and JPMorgan
Chase Bank, as trustee
4.3 Registration Rights Agreement dated as of December 17, 2003,
among CenterPoint Energy, Inc., Citigroup Global Markets Inc.
and Deutsche Bank Securities Inc., as representatives of the
initial purchasers
99.1 Press Release issued December 10, 2003 regarding private
placement of convertible senior notes
99.2 Press Release issued December 12, 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: December 19, 2003 By: /s/ Rufus S. Scott
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Rufus S. Scott
Vice President and
Deputy General Counsel
EXHIBIT INDEX
Exhibit Number Exhibit Description
- -------------- -------------------
4.1 Indenture dated as of May 19, 2003 between CenterPoint
Energy, Inc. and JPMorgan Chase Bank, as trustee
("Indenture") (incorporated by reference to Exhibit 4.1 to
the Company's Current Report on Form 8-K filed June 3, 2003)
4.2 Supplemental Indenture No. 4 dated as of December 17, 2003
to the Indenture between CenterPoint Energy, Inc. and
JPMorgan Chase Bank, as trustee
4.3 Registration Rights Agreement dated as of December 17, 2003,
among CenterPoint Energy, Inc., Citigroup Global Markets
Inc. and Deutsche Bank Securities Inc., as representatives
of the initial purchasers
99.1 Press Release issued December 10, 2003 regarding private
placement of convertible senior notes
99.2 Press Release issued December 12, 2003 regarding pricing of
private placement of convertible senior notes