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): December 5, 2002
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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)
Registrant's telephone number, including area code: (713) 207-1111
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ITEM 5. OTHER EVENTS.
On December 5, 2002, CenterPoint Energy, Inc. announced that its Board of
Directors had declared a distribution of approximately 19 percent of the
80,000,000 outstanding shares of common stock of its wholly owned subsidiary,
Texas Genco Holdings, Inc., to CenterPoint Energy's common shareholders on a pro
rata basis. The distribution is expected to be made on January 6, 2003 to each
shareholder of record of CenterPoint Energy common stock as of the close of
business on December 20, 2002, the record date for the distribution (unless a
shareholder disposes of its right to receive Texas Genco shares prior to the
distribution date). The distribution will be taxable to CenterPoint Energy's
shareholders. CenterPoint Energy expects that record holders will receive
approximately one share of Texas Genco common stock for every 20 shares of
CenterPoint Energy common stock owned as of the close of business on the record
date (based on an expected distribution ratio of approximately .05 of a share of
Texas Genco common stock for each share of CenterPoint Energy common stock).
Cash payments for fractional shares will be made following the distribution. The
actual distribution ratio will be determined on the record date based on the
number of shares of CenterPoint Energy common stock then outstanding. Payment of
the distribution is conditional upon the Securities and Exchange Commission
declaring Texas Genco's Form 10 registration statement relating to its common
stock effective under the Securities Exchange Act of 1934. After the
distribution, Texas Genco's common stock will be listed on The New York Stock
Exchange under the symbol "TGN." Following the distribution, it is expected that
Texas Genco will establish a dividend policy under which it will pay an initial
quarterly cash dividend of $0.25 per share. CenterPoint Energy will mail an
information statement in mid-December to all of its shareholders of record that
will include information about the distribution, Texas Genco and its business
and operations. A copy of CenterPoint Energy's press release announcing the
distribution is furnished with this Current Report as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release Issued by CenterPoint Energy on December 5, 2002
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: December 5, 2002 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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99.1 Press Release Issued by CenterPoint Energy on December 5, 2002