8-KOther Events

CENTERPOINT ENERGY INC 8-K Report (Sep 3, 2002)

Filed September 3, 2002For Securities:CNP

Summary

This Form 8-K filing from CENTERPOINT ENERGY, INC. (CNP), dated August 31, 2002, announces a significant corporate restructuring. Effective August 31, 2002, Reliant Energy, Incorporated (REI) became an indirect wholly owned subsidiary of the newly formed CenterPoint Energy, Inc. This transaction converted each share of Reliant Energy common stock into one share of CenterPoint Energy common stock. The company is now operating under the name Reliant Energy, Incorporated, and its stock trades under the symbol "REI" on the NYSE and Chicago Stock Exchange. The restructuring involved several key steps: REI conveyed its Texas electric generation assets and certain buildings to new wholly owned subsidiaries, was converted into CenterPoint Energy Houston Electric, LLC, and distributed the capital stock of its former subsidiaries (including Reliant Resources, Inc.) to CenterPoint Energy. This move aligns with a plan to separate businesses into distinct publicly traded entities. A substantial amount of debt, approximately $3.2 billion, was assumed by CenterPoint Energy from Reliant Energy, including various notes and trust securities.

Key Highlights

  • 1CenterPoint Energy, Inc. (CNP) has completed a major corporate restructuring, with Reliant Energy, Incorporated (REI) now operating as an indirect wholly owned subsidiary.
  • 2Each common share of Reliant Energy was converted into one common share of CenterPoint Energy.
  • 3The company will operate under the name Reliant Energy, Incorporated, and its common stock is listed on the NYSE and Chicago Stock Exchange under the ticker symbol "REI".
  • 4As part of the restructuring, Texas electric generation assets and certain buildings were transferred to new subsidiaries.
  • 5CenterPoint Energy assumed approximately $3.2 billion in outstanding indebtedness from Reliant Energy.
  • 6The company is seeking exemption from regulation as a registered holding company under the Public Utility Holding Company Act of 1935.
  • 7A shareholder rights plan (poison pill) has been implemented, designed to deter unsolicited takeover attempts.

Frequently Asked Questions

The primary purpose of this filing is to report a significant corporate restructuring that became effective on August 31, 2002. This involved the formation of a new holding company, CenterPoint Energy, Inc., under which the former Reliant Energy, Incorporated now operates as a subsidiary.

Existing shareholders of Reliant Energy, Incorporated had their shares converted on a one-to-one basis into shares of the new holding company, CenterPoint Energy, Inc. The company continues to operate under the name Reliant Energy, Incorporated, and its stock trades under the symbol 'REI'.

CenterPoint Energy has assumed approximately $3.2 billion in principal amount of outstanding indebtedness that was previously held by Reliant Energy. This includes various notes, pollution control bonds, and securities issued by affiliated trusts.

The shareholder rights plan, often referred to as a 'poison pill,' is a defensive measure designed to deter hostile takeover attempts. It aims to make any acquisition of a significant stake in CenterPoint Energy without the board's approval more difficult and expensive, thereby encouraging potential acquirers to negotiate with the board.