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 19, 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)
Registrants' telephone number, including area code: (713) 207-1111
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ITEM 5. OTHER EVENTS.
On May 19, 2003, CenterPoint Energy, Inc. closed the private offering
of $575,000,000 aggregate principal amount of its convertible senior notes due
2023 (the "Convertible Senior Notes").
For a description of the Convertible Senior Notes, please refer to the
Indenture dated as of May 19, 2003 between CenterPoint Energy and JPMorgan Chase
Bank, as trustee (the "Indenture"), and to Supplemental Indenture No. 1 dated as
of May 19, 2003 to the Indenture, between CenterPoint Energy and JPMorgan Chase
Bank, as trustee. The Indenture and Supplemental Indenture No. 1 are attached to
this report as Exhibits 4.1 and 4.2, respectively.
On May 21, 2003, CenterPoint Energy announced that it priced $400
million aggregate principal amount of its senior notes (the "Senior Notes") in a
private placement with institutions pursuant to Rule 144A under the Securities
Act of 1933, as amended. A copy of that press release is attached as Exhibit
99.1. The private offering of the Senior Notes closed on May 27, 2003.
For a description of the Senior Notes, please refer to the Indenture
and to Supplemental Indenture No. 2 dated as of May 27, 2003 to the Indenture,
between CenterPoint Energy and JPMorgan Chase Bank, as trustee. Supplemental
Indenture No. 2 is attached to this report as Exhibit 4.3.
Neither the Convertible Senior Notes nor the Senior Notes have been
registered under the Securities Act of 1933, as amended, and neither the
Convertible Senior Notes nor the Senior Notes may 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
and JPMorgan Chase Bank, as trustee ("Indenture")
4.2 Supplemental Indenture No. 1 dated as of May 19, 2003 to
Indenture, between CenterPoint Energy and JPMorgan Chase Bank,
as trustee
4.3 Supplemental Indenture No. 2 dated as of May 27, 2003 to
Indenture, between CenterPoint Energy and JPMorgan Chase Bank,
as trustee
99.1 Press Release issued May 21, 2003 regarding pricing of private
placement of 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: June 3, 2003 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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4.1 Indenture dated as of May 19, 2003 between CenterPoint Energy
and JPMorgan Chase Bank, as trustee ("Indenture")
4.2 Supplemental Indenture No. 1 dated as of May 19, 2003 to
Indenture, between CenterPoint Energy and JPMorgan Chase Bank,
as trustee
4.3 Supplemental Indenture No. 2 dated as of May 27, 2003 to
Indenture, between CenterPoint Energy and JPMorgan Chase Bank,
as trustee
99.1 Press Release issued May 21, 2003 regarding pricing of private
placement of senior notes