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): MAY 15, 2006
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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)
Registrant's telephone number, including area code: (713) 207-1111
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITION AGREEMENT.
On May 15, 2006, CenterPoint Energy Resources Corp. ("CERC") entered
into an Underwriting Agreement, dated as of May 15, 2006 (the "Underwriting
Agreement"), among CERC and the several Underwriters named in Schedule I to the
Underwriting Agreement, relating to the underwritten public offering of
$325,000,000 aggregate principal amount of CERC's 6.15% Senior Notes due 2016
(the "Notes"). The offering is being made pursuant to CERC's registration
statement on Form S-3 (Registration No. 333-128187).
The Notes are being issued pursuant to the Indenture, dated as of
February 1, 1998, between CERC (formerly NorAm Energy Corp.) and JPMorgan Chase
Bank, National Association (successor to Chase Bank of Texas, National
Association), as trustee (the "Trustee"), as amended by Supplemental Indenture
No. 9, dated as of May 18, 2006, between CERC and the Trustee. The terms of the
Notes are further described in the prospectus supplement of CERC dated May 15,
2006, together with the related prospectus dated September 14, 2005, as filed
with the Securities and Exchange Commission under Rule 424(b)(2) of the
Securities Act of 1933 on May 16, 2006, which description is incorporated herein
by reference.
A copy of the Underwriting Agreement, the Indenture and the form of
Supplemental Indenture No. 9 (including the form of Note) have been filed as
Exhibits 1.1, 4.1 and 4.2, respectively, to this report and are incorporated by
reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The exhibits listed below are filed herewith.
(d) Exhibits.
1.1 Underwriting Agreement dated as of May 15, 2006,
among CenterPoint Energy Resources Corp. and the
several Underwriters named in Schedule I thereto.
4.1 Indenture dated as of February 1, 1998, between
CenterPoint Energy Resources Corp. (formerly NorAm
Energy Corp.) and JPMorgan Chase Bank, National
Association (successor to Chase Bank of Texas,
National Association), as trustee (the "Indenture")
(incorporated by reference to Exhibit 4.1 to CERC's
Current Report on Form 8-K dated February 5, 1998).
4.2 Form of Supplemental Indenture No. 9 dated as of May
18, 2006, to the Indenture between CenterPoint Energy
Resources Corp. and JPMorgan Chase Bank, National
Association, as trustee.
4.3 Form of Note (included in Exhibit 4.2 hereto).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Baker Botts L.L.P. (included in Exhibit
5.1 hereto).
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.
Date: May 18, 2006 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
1.1 Underwriting Agreement dated as of May 15, 2006, among CenterPoint
Energy Resources Corp. and the several Underwriters named in Schedule
I thereto.
4.1 Indenture dated as of February 1, 1998, between CenterPoint Energy
Resources Corp. (formerly NorAm Energy Corp.) and JPMorgan Chase
Bank, National Association (successor to Chase Bank of Texas,
National Association), as trustee (the "Indenture") (incorporated by
reference to Exhibit 4.1 to CERC's Current Report on Form 8-K dated
February 5, 1998).
4.2 Form of Supplemental Indenture No. 9 dated as of May 18, 2006, to the
Indenture between CenterPoint Energy Resources Corp. and JPMorgan
Chase Bank, National Association, as trustee.
4.3 Form of Note (included in Exhibit 4.2 hereto).
5.1 Opinion of Baker Botts L.L.P.
23.1 Consent of Baker Botts L.L.P. (included in Exhibit 5.1 hereto).
</Table>