1
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): FEBRUARY 5, 1997
____________________________
HOUSTON INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 1-7629 74-1885573
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (713) 207-3000
____________________________
HOUSTON LIGHTING & POWER COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 1-3187 74-0694415
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (713) 207-1111
2
This combined Form 8-K is separately filed by Houston Industries Incorporated
(Company) and Houston Lighting & Power Company (HL&P). Information contained
herein relating to HL&P is filed by the Company and, separately, by HL&P on its
own behalf. HL&P makes no representation as to information relating to the
Company and its subsidiaries (other than HL&P)
ITEM 5. OTHER EVENTS.
The Company and NorAm Energy Corp. (NorAm) are in the process of obtaining
regulatory approvals necessary to close their merger, which was announced in
August, 1996. Approvals have been received from all state regulatory
commissions and municipalities whose prior approval was required (Arkansas
having conditioned its approval on the parties obtaining approvals from other
regulatory authorities). The last state approval, from Minnesota, was received
on February 6, 1997. In addition, the pre-merger notification period
prescribed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has
expired. There remains pending with the U.S. Securities and Exchange
Commission an application for an order exempting the Company from the
registration requirements of the Public Utility Holding Company Act of 1935
following the merger.
In September, a subsidiary of NorAm, NorAm Energy Services, Inc. (NES), which
is engaged in the business of power marketing in interstate commerce at
market-based rates, filed a notification with the Federal Energy Regulatory
Commission (FERC) advising of its pending change in status by virtue of the
merger. The parties do not believe that FERC action is required prior to
consummation of the merger, in response to that notification or otherwise.
However, on February 5, 1997, FERC initiated a jurisdictional inquiry to
determine whether its prior approval of the merger is required under Section
203 of the Federal Power Act. FERC directed NES to set forth its views as to
whether such prior approval may be required because of the jurisdictional
status of NES as a power marketer. In the alternative, FERC invited NES to
submit an application for approval of the merger transaction under Section 203
of the Federal Power Act. FERC directed NES to submit its views regarding FERC
jurisdiction or an application within 30 days of the order. HL&P and NorAm
continue to believe that no prior FERC approval is required by law for their
merger agreement and that application of FERC jurisdiction to a transaction of
this nature would be unprecedented.
The Company and NorAm are studying FERC's order and evaluating their
alternatives. They expect to file a response with FERC in the near future. If
FERC's inquiry results in an approval proceeding under Section 203,
consummation of the merger is likely to be materially delayed. For additional
information regarding these matters, reference is made to the Order and HI's
press release, each of which is attached as an exhibit to this Form 8-K and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated February 6, 1997
99.2 Order Initiating Jurisdictional Inquiry
(Docket No. EL97-25-000) dated February 5, 1997
-2-
3
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 thereunto duly authorized.
HOUSTON INDUSTRIES INCORPORATED
(Registrant)
/s/ Mary P. Ricciardello
------------------------------
Mary P. Ricciardello
Vice President and Comptroller
Date: February 10, 1997
-3-
4
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 thereunto duly authorized.
HOUSTON LIGHTING & POWER COMPANY
(Registrant)
/s/ Mary P. Ricciardello
------------------------------
Mary P. Ricciardello
Vice President and Comptroller
Date: February 10, 1997
-4-
5
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------- -------------------
99.1 Press Release dated February 6, 1997
99.2 Order Initiating Jurisdictional Inquiry
(Docket No. EL97-25-000) dated February 5, 1997