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 13, 2003
------------------------------
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
Texas 1-31447 74-0694415
(State or other jurisdiction (Commission (IRS 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
ITEM 5. OTHER EVENTS.
ANNOUNCEMENT OF 2002 RESULTS
On February 13, 2003, CenterPoint Energy, Inc, ("CenterPoint Energy")
reported fourth quarter 2002 and year-end 2002 earnings. For additional
information regarding CenterPoint Energy's fourth quarter 2002 and year-end 2002
earnings, please refer to CenterPoint Energy's press release attached to this
report as Exhibit 99.1 (the "Press Release"), which Press Release, other than
the information therein under the caption "Outlook for 2003," is incorporated by
reference herein.
MANAGEMENT CONFERENCE CALL
On February 13, 2003, executives of CenterPoint Energy spoke to the
public, as well as various members of the financial and investment community in
Houston, Texas regarding CenterPoint Energy's fourth quarter 2002 and year-end
2002 results. A replay of this conference call has been made available on
CenterPoint Energy's web site found at www.centerpointenergy.com in the Investor
Relations section and will be archived for 14 days after the event. In addition,
a replay of the call can be accessed until February 20, 2003, 6 p.m. Central
time, by calling (800) 642-1687 (Conference I.D. 775117).
BANK NEGOTIATIONS
As described in the press release attached to this report as Exhibit
99.1, CenterPoint Energy is in discussions with its bank group on proposed
extensions of repayment schedules and other revised terms to its $3.85 billion
credit facility. Existing repayment schedules include a $600 million commitment
reduction at the end of this month and another $600 million reduction on June
30, 2003. Because of market conditions and other factors, CenterPoint Energy's
access to other sources of financing to fund these required repayments and meet
other requirements is constrained.
CenterPoint Energy is negotiating with its bank lenders to extend all
maturities under the credit facility into 2005, which should allow CenterPoint
Energy time to complete the sale of its remaining interest in Texas Genco
Holdings, Inc. and recover its stranded costs as permitted by Texas law. In
connection with the negotiations, CenterPoint Energy is seeking approval from
the Securities and Exchange Commission under the Public Utility Holding Company
Act of 1935 to permit certain financing terms not currently available to
CenterPoint Energy, and expects a ruling on its application later this month.
Although CenterPoint Energy believes discussions with the bank group have been
constructive, there is no assurance that agreement can be reached or that the
SEC approval can be obtained before the February 28 date on which the $600
million repayment is due.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
1
99.1 Press Release issued February 13, 2003 regarding
CenterPoint Energy's 2002 earnings.
ITEM 9. REGULATION FD DISCLOSURE.
CenterPoint Energy incorporates by reference into this Item 9 the
information in the Press Release under the caption "Outlook for 2003." The
information in Item 9 of this report is being furnished, not filed, pursuant to
Regulation FD. Accordingly, the information in Item 9 of this report will not be
incorporated by reference into any registration statement filed by CenterPoint
Energy under the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated by reference. The furnishing of the
information in this report is not intended to, and does not, constitute a
determination or admission by CenterPoint Energy that the information in this
report is material or complete, or that investors should consider this
information before making an investment decision with respect to any security of
CenterPoint Energy or any of its affiliates.
FORWARD-LOOKING STATEMENTS
Some of the statements in the Press Release incorporated by reference
herein are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially
from those expressed or implied by these statements. In some cases, you can
identify forward-looking statements by the words "anticipates," "believes,"
"continue," "could," "estimates," "expects," "forecast," "goal," "intends,"
"may," "objective," "plans," "potential," "predicts," "projection," "should,"
"will," or other similar words.
We have based our forward-looking statements on our management's
beliefs and assumptions based on information available at the time the
statements are made. We caution you that assumptions, beliefs, expectations,
intentions and projections about future events may and often do vary materially
from actual results. Therefore, actual results may differ materially from those
expressed or implied by our forward-looking statements. You should not place
undue reliance on forward-looking statements. Each forward-looking statement
speaks only as of the date of the particular statement, and we undertake no
obligation to update or revise publicly any forward-looking statements.
The following list identifies some of the factors that could cause
actual results to differ from those expressed or implied by our forward-looking
statements:
o state and federal legislative and regulatory actions or
developments, including deregulation, re-regulation and
restructuring of the electric utility industry, constraints placed
on our activities by the Public Utility Holding Company Act of
1935, changes in or application of laws or regulations applicable
to other aspects of our business and actions with respect to, among
other things:
-- approval of stranded costs;
-- allowed rates of return;
2
-- rate structures;
-- recovery of investments; and
-- operation and construction of facilities;
o non-payment for our services due to financial distress of its
customers;
o the successful and timely completion of our capital projects;
o industrial, commercial and residential growth in our service
territory and changes in market demand and demographic patterns;
o changes in business strategy or development plans;
o unanticipated changes in interest rates or rates of inflation;
o unanticipated changes in operating expenses and capital
expenditures;
o weather variations and other natural phenomena;
o commercial bank and financial market conditions, our access to
capital, the cost of such capital, receipt of certain approvals
under the Public Utility Holding Company Act of 1935, and the
results of our financing and refinancing efforts, including
availability of funds in the debt capital markets;
o actions by rating agencies;
o legal and administrative proceedings and settlements;
o changes in tax laws;
o significant changes in our relationship with our employees,
including the availability of qualified personnel and the potential
adverse effects if labor disputes or grievances were to occur;
o significant changes in critical accounting policies material to us;
o acts of terrorism or war, including any direct or indirect effect
on our business resulting from terrorist attacks such as occurred
on September 11, 2001 or any similar incidents or responses to
those incidents;
o the availability and price of insurance;
o the outcome of the pending securities lawsuits against Reliant
Energy, Incorporated and Reliant Resources, Inc.;
3
o the outcome of the SEC investigation relating to the treatment in
our consolidated financial statements of certain activities of
Reliant Resources, Inc.;
o the ability of Reliant Resources, Inc. to satisfy its indemnity
obligations to us;
o the reliability of the systems, procedures and other infrastructure
necessary to operate the retail electric business in our service
territory, including the systems owned and operated by the
independent system operator in the Electric Reliability Council of
Texas, Inc.;
o political, legal, regulatory and economic conditions and
developments in the United States; and
o other factors discussed in our filings with the SEC.
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 hereunto duly authorized.
CENTERPOINT ENERGY, INC.
Date: February 13, 2003 By: /s/ JAMES S. BRIAN
---------------------------------
James S. Brian
Senior Vice President and Chief
Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------ -------------------
99.1 Press Release issued February 13, 2003 regarding
CenterPoint Energy's 2002 earnings.