As filed with the Securities and Exchange Commission on September 2, 1999
Registration No. 333-
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- -------------------------------------------------------------------------------AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION Washington,ON SEPTEMBER 7, 2001
REGISTRATION NO. 333-68290
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------------
RELIANT ENERGY, INCORPORATED
(Exact name of registrant as specified in its charter)
Texas
TEXAS 74-0694415
(State or other jurisdiction of (I.R.S. Employer
of
incorporation or organization) Identification No.)
1111 Louisiana Hugh Rice Kelly
Houston, TexasLOUISIANA
HOUSTON, TEXAS 77002 Executive Vice President, General
(713) 207-3000 Counsel and
(Address, including zip code, and Corporate Secretary
telephone 1111 Louisiana number, including area code, of
Houston, Texas 77002
registrant's (713) 207-3000 principal executive offices)
--------------------------
HUGH RICE KELLY
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copy to:
Timothy S. Taylor
Baker & Botts, L.L.P.
910 Louisiana
One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
----------------
Approximate date of commencement of proposed sale to public: From time to
time--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]/ /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]/X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]/ /
- ----------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]/ /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
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Proposed
Title of each class of Proposed maximum aggregate Amount of
securities to be Amount to be maximum offering offering registration
registered registered(1) price per unit(2) price(1)(2) fee
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Debt Securities......... $1,000,000,000 100% $1,000,000,000 $278,000
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(1) Or, if any Debt/ /
--------------------------
Pursuant to Rule 429 of the Rules and Regulations of the Securities are issued (i) with a principal amount
denominated in a foreign currency (including a composite currency), such
principal amount as shall result in an aggregate initial public offering
price the equivalent of $1,000,000,000 or (ii) at an original issue
discount, such greater principal amount as shall result in an aggregate
initial offering price of $1,000,000,000.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).
----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) ofand
Exchange Commission promulgated under the Securities Act of 1933, or untilas amended,
the Prospectus included in this Registration Statement shall become effective(which Prospectus relates
to 4,047,476 shares of Common Stock and associated Rights) is a combined
Prospectus and also relates to the Registrant's Registration Statement on
such date as the Commission, acting pursuantForm S-3 (No. 333-32353).
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2001
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
RELIANT ENERGY, INCORPORATED
INVESTOR'S CHOICE PLAN
4,047,476 SHARES OF COMMON STOCK
We are offering our shareholders and other interested investors an
opportunity to said
Section 8(a), may determine.
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- -------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The informationpurchase shares of our common stock directly from us through
participation in our Investor's Choice Plan, which we refer to in this
prospectus as the "plan." The plan offers a number of convenient options for
investing in shares of our common stock. Once enrolled in the plan, participants
may:
- purchase their first shares of our common stock by making an initial cash
investment of at least $250 for first-time investors in Reliant Energy or
$50 for current holders of our eligible securities,
- purchase additional shares of our common stock by making optional cash
payments at any time of at least $50 each and up to a maximum of $120,000
per calendar year,
- elect to reinvest any cash dividend and interest payments that we may pay
in the future on eligible securities in additional shares of our common
stock, and
- sell shares of common stock that they hold in the plan directly through
the plan.
Shares of common stock will be purchased under the plan, at our option, from
newly issued shares, shares held in our treasury or shares purchased on the open
market. Any open market purchases will be made through an independent agent that
we will select. In some jurisdictions, we are offering shares of common stock
under the plan only through a registered broker/dealer to persons who are not
presently record holders of our common stock.
Our common stock is not completelisted on the New York and may be changed. We may +
+not sell these securities until the registration statement filed withChicago Stock Exchanges
under the +
+Securitiessymbol "REI." Our principal executive offices are located at 1111
Louisiana Street, Houston, Texas 77002, and Exchange Commissionour telephone number at that address
is effective.(713) 207-3000.
This prospectus contains a summary of the material provisions of the plan.
You should retain this prospectus for future reference.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to completion, dated September 2, 1999.
Prospectus
[LOGO OF RELIANT ENERGY, INCORPORATED APPEARS HERE]
Reliant Energy, Incorporated
1111 Louisiana
Houston, Texas 77002
(713) 207-3000
$1,000,000,000
Debt Securities
---------------------------------------------
We may offer and sell up to $1,000,000,000
of our debt securities in one or more series
by using this prospectus. Our debt
securities will be unsecured and will be
either senior or subordinated obligations.
We will establish the terms for our debt
securities at the time we sell them and we
will describe them in one or more
supplements to this prospectus. You should
read this prospectus and the related
supplement carefully before you invest in
our debt securities. This prospectus may not
be used to offer and sell our debt
securities unless accompanied by a
prospectus supplement.
---------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 1999.2001.
Table of Contents
About This Prospectus....................................................... 2
Where You Can Find More Information......................................... 3
Cautionary Statement Regarding Forward-Looking Information.................. 4
Reliant Energy.............................................................. 5
Ratio of Earnings to Fixed Charges.......................................... 5
Use of Proceeds............................................................. 6
Description of Our Debt Securities.......................................... 6
Plan of Distribution........................................................ 19
Validity of Securities...................................................... 21
Experts..................................................................... 21
About This ProspectusABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with the
SEC using a "shelf" registration process. By using this process, we may offer up
to $1,000,000,0004,047,476 shares of our debt securities in one or more offerings.common stock under our Investor's Choice Plan. This
prospectus provides you with a description of the debt securities we may
offer. Each time we offer debt securities, we will provide a supplement to
this prospectus. The prospectus supplement will describe the specific termsmaterial provisions of the
offering. The prospectus supplement may also add, update or change the
information contained in this prospectus. Pleaseplan. You should carefully read this prospectus the applicable prospectus supplement and the information contained in
the documents we refer to in the "Where You Can Find More Information" section
of this prospectus.
References in this prospectus to the terms "we," "us""us," "Reliant Energy" or
other similar terms mean Reliant Energy, Incorporated, unless the context
clearly indicates otherwise.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We
have not authorized anyone else to provide you with any different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer to sell debt securities in any
jurisdiction where the offer or sale is not permitted. The information
contained in this prospectus is current only as of the date of this
prospectus.
-2-2
Where You Can Find More InformationWHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the SEC. You may read and copy
any document we file with the SEC at the SEC's Public Reference Room located at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the SEC located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048.
You may obtain further information regarding the operation of the SEC's Public
Reference Room by calling the SEC at 1-800-SEC-0330. Our filings are also
available to the public on the SEC's Internet sitewebsite located at http:HTTP://www.sec.gov.WWW.SEC.GOV. In
addition, you may inspect our reports at the offices of the New York Stock
Exchange, Inc. at 20 Broad Street, New York, New York 10005 and at the offices
of the Chicago Stock Exchange at 440 South LaSalle Street, Chicago, Illinois
60605.
The SEC allows us to "incorporate by reference" into this prospectus
information we file with the SEC. This means we can disclose important
information to you by referring you to the documents containing the
information.those documents. The information we
incorporate by reference is considered to be part of this prospectus, unless we
update or supersede that information by the information contained in this
prospectus, a prospectus supplement or information that we file subsequently
that is incorporated by reference into this prospectus. We are incorporating by
reference into this prospectus the following documents that we have filed with
the SEC, and our future filings with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until the offering of our common
stock is completed including any filings made on or after the debt securities is completed:
.date on which the
registration statement that includes this prospectus was initially filed with
the SEC and before the effectiveness of such registration statement:
- our Annual Report on Form 10-K for the fiscal year ended December 31,
1998,
. our Current Report on Form 8-K dated January 29, 1999 and filed with the
SEC on February 1, 1999,
. our Current Report on Form 8-K dated February 25, 1999 and filed with the
SEC on February 26, 1999,
.2000,
- our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1999,
. our Current Report on Form 8-K dated July 7, 1999 and filed with the SEC
on July 7, 1999, and
.2001,
- our Quarterly Report on Form 10-Q for the quarterly period ended June 30,
1999.2001, and
- the description of our common stock and associated rights to purchase our
Series A preference stock contained in Exhibit 99(b) to our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2000 filed
for the purpose of updating the description of our common stock and
associated rights contained in Item 4 of our registration statement on
Form 8-B, as filed with the SEC on July 30, 1997 under a prior name,
Houston Lighting & Power Company.
This prospectus is part of a registration statement we have filed with the
SEC relating to our debt securities.common stock. As permitted by SEC rules, this prospectus
does not contain all of the information included in the registration statement
and the accompanying exhibits and schedules we file with the SEC. You should
read the registration statement and the exhibits and schedules for more
information about us and our debt securities.common stock. The registration statement, exhibits
and schedules are also available at the SEC's Public Reference Room or through
its Internet site.website.
You may also obtain a copy of our filings with the SEC at no cost, by
writing to or telephoning us at the following address:
Reliant Energy, Incorporated
1111 LouisianaInvestor Services Department
P.O. Box 4505
Houston, Texas 77002
Attn: Corporate Secretary77210
(800) 231-6406 nationally
(713) 207-3000
-3-207-3060 in Houston
3
Cautionary Statement Regarding Forward-Looking Information
This prospectus, including the information we incorporate by reference,
contains statements that are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify our
forward-looking statements by the words "anticipate," "estimate," "expect,"
"forecast," "goal," "objective," "projection" or other similar words.
We have based our forward-looking statements on our management's beliefs and
assumptions based on information available to our management 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, we cannot assure you that actual
results will not differ materially from those expressed or implied by our
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:
. state and federal legislative and regulatory initiatives that affect cost
and investment recovery, have an impact on rate structures and affect the
speed and degree to which competition enters the electric and natural gas
industries,
. changes to our electric utility operations required by or in response to
the Texas Electric Choice Plan,
. industrial, commercial and residential growth in our service territories,
. the weather and other natural phenomena,
. the timing and extent of changes in commodity prices and interest rates,
. changes in environmental and other laws and regulations to which we and
our subsidiaries are subject or other external factors over which we have
no control,
. the results of financing efforts,
. growth in opportunities for our subsidiaries and diversified operations,
. risks incidental to our overseas operations, including the effects of
fluctuations in foreign currency exchange rates,
. the effect of our accounting policies,
. the timing and effect of our acquisition of an interest in N.V.
Energieproduktiebedrijf UNA, and
. other factors we discuss in this prospectus and our other filings with
the SEC.
-4-
Reliant EnergyRELIANT ENERGY, INCORPORATED
GENERAL
We are a diversified international energy services company. Reliant Energy
HL&P,and energy delivery
company that provides energy and energy services in North America and Europe. We
operate one of the nation's largest electric utilities in terms of kilowatt-hour
sales, and our electric utility division, provides electric utility services to
approximately 1.6 millionthree natural gas distribution divisions together form one of the
United States' largest natural gas distribution operations in terms of customers
served. We invest in the Cityacquisition, development and operation of Houston, Texas,domestic and
surrounding areasinternational non-rate regulated power generation facilities. We own two
interstate natural gas pipelines that provide gas transportation, supply,
gathering and storage services, and we also engage in wholesale energy marketing
and trading.
Our principal subsidiaries include:
- our approximately 80% owned subsidiary, Reliant Resources, Inc., or
"RRI," which holds substantially all of our unregulated businesses,
including the Texas Gulf Coast.operations conducted by our Wholesale Energy and European
Energy business segments, our eBusiness group, our venture capital
business and our retail electric business, and
- our wholly owned subsidiary, Reliant Energy Resources Corp.
(Resources), our largest subsidiary, is aor "RERC,"
which conducts its operations primarily in the natural gas utility serving over 2.8
million customersindustry and
includes the operations conducted by our Natural Gas Distribution and
Pipelines and Gathering business segments.
OUR BUSINESS SEPARATION PLAN
In June 1999, the Texas legislature adopted the Texas Electric Choice Plan,
which substantially amended the regulatory framework governing electric
utilities in Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and
Texas. Resources, through its subsidiaries, is also a major interstate natural
gas pipeline company and a providerTexas in order to allow retail electric competition. In
anticipation of energy marketing services.
Our other principal subsidiaries include:
. Reliant Energy International, Inc., which participateselectric deregulation in Texas under the Texas Electric Choice
Plan, we submitted our amended business separation plan to the Public Utility
Commission of Texas in the privatizationthird quarter of foreign generating2000 and our business separation
plan was approved in December 2000. Under our business separation plan, we
intend to restructure our businesses into two distinct publicly traded companies
in order to separate our unregulated businesses from our regulated businesses.
As contemplated by our business separation plan, RRI completed an initial
public offering of approximately 20% of its common stock in exchange for net
proceeds of approximately $1.7 billion in May 2001. We expect to distribute the
remaining shares of RRI common stock that we own to our shareholders or our
successor's shareholders within twelve months of RRI's initial public offering.
This distribution facilitiesis subject to further corporate approvals, market and other
conditions, and government actions, including receipt of a favorable Internal
Revenue Service ruling that the developmentdistribution would be tax-free to us or our
successor and acquisitionour shareholders or our successor's shareholders for U.S. federal
income tax purposes, as applicable. We cannot assure you that the distribution
will be completed as we have described or within this time period.
As part of foreign independent power projects, and
. Reliant Energy Power Generation, Inc., which engages in the acquisition,
development, operation and saleour business separation plan, we plan to undergo a restructuring
of capacity and energy from, domestic and
certain international non-utility power generation facilities.
Subjectour corporate organization to certain limited exceptions,achieve a holding company structure that we
areexpect will be exempt from regulation as a
public utility holding company pursuant to Section 3(a)(2) ofregistration under the Public Utility Holding Company
Act of 1935.
Ratio of Earnings1935, and in connection with the restructuring to Fixed Charges
The following table sets forth our ratios of earnings from continuing
operationsconvert into a limited
liability company. We also intend to fixed charges for each ofconvey the periods indicated:
Six Months
Ended
June 30, Year Ended December 31,
------------ ---------------------------
1999(3) 1998 1998(4) 1997 1996 1995 1994
------- ---- ------- ---- ---- ---- ----
Ratio of earnings from continuing
operations to fixed charges before
cumulative effect of change in
accounting (1) (2)..................... -- 1.20 -- 2.41 2.76 2.71 2.89
- --------
(1) We do not believe that the ratios for the six-month periods are
necessarily indicative of the ratios for the twelve-month periods due to
the seasonal natureregulated electric generating
assets of our business.
(2) Includes the resultselectric utility division, Reliant Energy HL&P, to an indirect
wholly owned subsidiary, which we refer to as "Texas Genco." We expect Texas
Genco will conduct a public offering or distribution of Resources from the dateapproximately 20% of its
acquisition, August
6, 1997, which was accounted for under the purchase method.
(3) Our earningscommon stock in the first six monthshalf of 1999 were inadequate2002. We have granted RRI an option to
cover
fixed charges by approximately $142 million. This deficiency resulted from
the pre-tax $400 million non-cash, unrealized accounting loss recorded for
our 7% Automatic Common Exchange Securities, due 2000 (ACES). Excluding
the effectpurchase all of the after-tax non-cash, unrealized accounting lossshares of $260
million,capital stock of Texas Genco owned by us or our
successor holding company that will be exercisable in January 2004.
4
USE OF PROCEEDS
We may satisfy purchases of common stock under the ratioplan by:
- issuing authorized but unissued shares of earnings from continuing operations to fixed charges
would have been 1.90.
(4) Our earnings for the year ended December 31, 1998 were inadequate to cover
fixed charges by approximately $181 million. This deficiency resulted from
the pre-tax $1.2 billion non-cash, unrealized accounting loss recorded forcommon stock,
- issuing shares of common stock held in our ACES. Excluding the effecttreasury, or
- purchasing shares of the after-tax non-cash, unrealized
accounting loss of $764 million, the ratio of earnings from continuing
operations to fixed charges would have been 2.77.
-5-
Use of Proceeds
Unless we inform you otherwisecommon stock in the prospectus supplement,open market.
Accordingly, the number of newly issued or treasury shares, if any, that we will
ultimately sell under the plan is not currently known. We anticipate using any
net proceeds from newly issued or treasury shares purchased by participants
under the sale of the debt securities offered by this
prospectusplan for general corporate purposes. These purposes may include, but
are not limited to:
.- working capital,
.- capital expenditures,
.- acquisitions, and
.- the repayment or refinancing of our indebtedness, including inter-company
indebtedness.
DescriptionWe will not receive any proceeds when shares of Our Debt Securitiescommon stock are purchased under
the plan in the open market.
5
OUR INVESTOR'S CHOICE PLAN
PURPOSE
The debtpurpose of the plan is to provide our existing and potential investors a
convenient way to purchase shares of our common stock and to reinvest all or a
portion of cash dividends and interest payments on our eligible securities offeredinto
additional shares of our common stock.
KEY FEATURES
- PARTICIPATION BY FIRST-TIME INVESTORS IN RELIANT ENERGY: First-time
investors in Reliant Energy may become participants by this prospectusmaking a minimum
initial cash investment of $250 to purchase common stock through the plan.
- PARTICIPATION BY HOLDERS OF ELIGIBLE SECURITIES: Current holders of our
eligible securities may become participants by:
- electing to have all or a portion of the cash dividend and interest
payments on their eligible securities reinvested in common stock,
- depositing certificates representing common stock into the plan for
safekeeping, or
- making a minimum cash investment of $50 to purchase common stock
through the plan.
- ADDITIONAL CASH INVESTMENTS: Participants may purchase common stock at any
time, occasionally or at regular intervals, through the plan by making
cash investments of at least $50 for any single investment up to an
aggregate of cash investments of $120,000 per calendar year.
- INVESTMENT THROUGH AUTOMATIC DEDUCTIONS: Participants may make cash
investments through automatic deductions from predesignated bank or
savings accounts on a regular monthly or quarterly basis.
- REINVESTMENT: Participants may reinvest all or a portion of the cash
dividend and interest payments on their eligible securities.
- PURCHASES IN WHOLE DOLLAR AMOUNTS: Participants can buy shares in whole
dollar amounts, and their accounts are credited with appropriate whole and
fractional shares.
- SALES: Participants may sell shares of common stock held in the plan
directly through the plan.
- FREQUENT PURCHASES AND SALES: Purchase and sale orders will be processed
at least once every five business days, and as often as every business
day, when practicable.
- AUTOMATIC DEPOSIT OF DIVIDENDS: Participants may receive common stock cash
dividends not reinvested through the plan either senior debt
securitiesby check or subordinated debt securities.through
automatic deposit to their bank accounts.
- SAFEKEEPING SERVICE: Participants may deposit their common stock
certificates into their plan accounts and receive regular statements
showing cumulative account activity.
- TRANSFERS OF COMMON STOCK: Participants may transfer shares of common
stock credited to their plan accounts to the account of another
participant or transfer shares to any designated person or entity, without
charge. We will issue senior debt
securities under an indenture weprovide holiday and other occasion gift cards without
charge to accompany gifts.
6
- ACCOUNT STATEMENTS: We will enter into withmail quarterly statements to each participant
showing all transactions completed during the trustee namedyear to date, the total
number of shares of common stock credited to the participant's account and
other relevant account information.
- STOCK CERTIFICATES: A participant may receive a stock certificate
representing all or a portion of the shares of common stock in the
prospectus supplement. We will issue subordinated debt securities under an
indenture we will enter into with the trustee named in the prospectus
supplement. We refer to the senior indenture and the subordinated indenture in
this prospectus collectively as the "indentures." We have filed the formsparticipant's account at any time upon request.
PLAN SUMMARY
The following description is a summary of the indentures with the SEC as exhibits to the registration statement covering
the debt securities offered by this prospectus. We have summarized selectedmaterial provisions of the
indentures and the debt securities below.plan. This summary is not a complete description of all terms of the plan and is
qualified in its entirety by reference to the indentures.
We may issue debt securities from time to time in one or more series under
the indentures. We will describe the particular terms of each series of debt
securities we offer in a supplement to this prospectus.plan. You should carefully readreview
the summary below the applicable prospectus supplement and the provisions of the relevant indentureplan that may be important to you
before investing in our debt securities.
The provisions of each of the indentures are substantially identical in
substance, except that Article Sixteen of the subordinated indenture provides
for the subordination of the subordinated debt securities, and the senior
indenture has no counterpart for that Article. We describe the subordination
provisions of the subordinated indentureparticipating in the "Subordination Underplan.
ADMINISTRATION
The plan is administered by the Subordinated Indenture" sectionindividual (who may be an employee of this prospectus.
We have included cross-references in the summary below to refer you to the
section numbers of the indenturesours),
bank, trust company or other entity, including us, whom we are describing. These sections numbers
are the same for both of the indentures, unless we state otherwise.
The Terms of the Debt Securities
We may issue debt securities in separate seriesappoint from time to
time under eachto act as the administrator of the indentures.plan. As of the date of this prospectus,
we are the administrator. The total principaladministrator administers the plan, receives cash
from participants, holds participants' shares of common stock acquired under the
plan, keeps records, sends statements of account activity to participants and
performs other duties related to the plan. The administrator will forward funds
that are to be used to purchase shares, and orders to sell shares, in the open
market to an independent agent that we select and which is an "agent independent
of the issuer," as that term is defined under the Securities Exchange Act of
1934. We reserve the right to continue serving as the administrator or to
appoint another qualified person or entity to serve in that capacity.
Participants may contact the administrator by writing, telephoning or
sending facsimiles to:
Reliant Energy, Incorporated
Investor Services Department
P. O. Box 4505
Houston, TX 77210
Telephone toll-free (business days from 8:00 a.m. to 5:00 p.m.,
Central Time):
(800) 231-6406 nationally
(713) 207-3060 in Houston
Facsimile: (713) 207-3169
ELIGIBILITY
Any person or entity, whether or not a record holder of common stock, is
eligible to participate in the plan, provided that:
- the person or entity fulfills the requirements of participation described
below under "--Enrollment Procedures," and
7
- in the case of citizens or residents of a country other than the United
States, its territories and possessions, participation would not violate
local laws applicable to us, the plan and the participant.
ENROLLMENT PROCEDURES
After being furnished with a copy of this prospectus, eligible applicants
may join the plan by returning a completed and signed enrollment form to the
administrator and choosing one of the following options:
- making an initial cash investment in the plan to purchase common stock of
at least $250 for applicants who are not registered holders of eligible
securities or $50 for applicants who are registered holders of eligible
securities,
- electing to have all or a part of cash dividends or interest payments on
eligible securities reinvested into common stock, or
- depositing certificates representing shares of common stock into the plan
for safekeeping.
Applicants may obtain enrollment forms from the administrator upon written,
facsimile or telephone request. Current registered holders of eligible
securities should sign their name(s) on the enrollment form exactly as they
appear on the certificates or instruments representing their eligible
securities.
A beneficial owner of eligible securities registered in street name (I.E.,
the name of a bank, broker or trustee) may participate in the plan by:
- directing the financial intermediary to transfer eligible securities into
the participant's name, and
- depositing transferred shares of common stock into the plan for
safekeeping and/or electing to reinvest cash dividends or interest
payments on transferred eligible securities in common stock through the
plan.
Alternatively, the beneficial owner may make arrangements with the financial
intermediary who is the registered holder to participate in the plan on behalf
of the beneficial owner.
To the extent required by applicable law in specified jurisdictions,
including Alabama, Arizona, Arkansas, Delaware, Florida, Hawaii, Idaho, Indiana,
Iowa, Maine, Maryland, Massachusetts, Mississippi, Missouri, Montana, Nevada,
New Hampshire, New Jersey, North Dakota, Oklahoma, Puerto Rico, Rhode Island,
South Carolina, Utah, Vermont, Virginia, Washington, West Virginia and Wyoming,
we are offering shares of common stock under the plan to persons who are not
presently record holders of our common stock only through a registered
broker/dealer in those jurisdictions.
An eligible applicant will become a participant as soon as practicable after
the administrator has received and accepted a properly completed enrollment
form.
ELIGIBLE SECURITIES
Our equity and debt securities listed below are "eligible securities" for
participation in the plan:
- Common Stock,
- Debentures, 7 7/8% Series due July 1, 2002,
8
- $4 Preferred Stock,
- First Mortgage Bonds, 9.15% Series due 2021,
- First Mortgage Bonds, 8 3/4% Series due 2022,
- First Mortgage Bonds, 7 3/4% Series due 2023, and
- First Mortgage Bonds, 7 1/2% Series due 2023.
In addition, from time to time we may designate other equity or debt
securities issued by us or our subsidiaries as eligible securities.
INITIAL CASH INVESTMENTS AND ADDITIONAL CASH INVESTMENTS
Interested investors, whether or not registered holders of eligible
securities, may become participants by making an investment through the plan as
described in this prospectus. To become a participant through a cash investment,
an applicant who is not a registered holder of eligible securities must include
a minimum initial cash investment of $250 with a completed enrollment form,
while an applicant who is a registered holder of eligible securities must
include a minimum initial cash investment of $50 with a completed enrollment
form. Additional cash investments, which participants may make at their
discretion, must be at least $50 for any single investment. However, cash
investments in the aggregate, including both initial and additional cash
investments, may not exceed $120,000 per participant per calendar year.
Participants may make cash investments by check or through automatic investing
as described below under "--Cash Investment Procedures."
The administrator will make cash investments in common stock beginning on
the next investment date that is at least one business day after the
administrator receives the funds and instructions. Cash investment funds,
pending investment, will be credited to a participant's account and held in a
trust account that is separated from our other funds. Cash investments not
invested for a participant within 30 days of receipt will be promptly returned
to the participant. NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE
ADMINISTRATOR PENDING INVESTMENT.
A registered holder of eligible securities may invest cash payable to the
registered holder as a result of the redemption, tender or maturity, including
accrued interest and premium, if any, of eligible securities in common stock by
delivering to the administrator an executed enrollment form designating such
funds for investment. These funds will be treated as additional cash investments
for purposes of determining whether the maximum annual limit of $120,000 per
year has been reached.
The administrator will return to a participant any cash investment that has
not already been invested if it receives the participant's request to stop
investment at least two business days prior to the applicable investment date.
However, no refund of a check or money order will be made until the
administrator has collected funds. Accordingly, refunds may take up to three
weeks or more to be remitted.
CASH INVESTMENT PROCEDURES
Cash investments may be made by check or automatic deduction from
predesignated bank accounts, as described below. Participants should NEVER SEND
CASH for an investment.
9
INVESTMENT BY CHECK. Cash investments may be made by personal check or
money order payable in U.S. dollars to Reliant Energy, Incorporated Investor's
Choice Plan and mailed to the administrator. Initial cash investments should be
accompanied by enrollment forms while additional cash investments should be
accompanied by the stub attached to each statement of account or transaction
advice sent to participants.
AUTOMATIC INVESTING. Participants may make automatic monthly or quarterly
investments of a specified amount, not less than $50 per purchase nor more than
$120,000 per calendar year, by electronic automatic transfer of funds from a
predesignated bank account.
To initiate automatic deductions, a participant must execute an automatic
investing form that is available from the administrator and return it to the
administrator, along with a voided check or deposit slip on the bank account
from which funds are to be drawn. If the monthly investment option is chosen,
automatic investing will begin on or about the 10th day of each month
approximately 30 days after receipt of the authorization form. If the quarterly
investment option is chosen, investments will begin on or about the 10th day of
each March, June, September and December. In either case, automatic investing
deductions will be made two business days before the investment date. A
PARTICIPANT'S BANK MAY CHARGE THE PARTICIPANT A RETURNED CHECK FEE IF THE
DESIGNATED BANK OR SAVINGS ACCOUNT DOES NOT HAVE SUFFICIENT FUNDS TO COVER THE
AUTHORIZED DEDUCTION.
Participants may change the amount of debt securities thattheir automatic investment by
notifying the administrator in writing or by facsimile of the new amount, and
the change will take place approximately two weeks after the notice is received.
Similarly, a participant may cancel automatic investing by instructing the
administrator in writing or by facsimile. Cancellation will be issued undereffective
approximately two weeks after the indenturesnotice is unlimited. We may limitreceived. To change a designated
bank account, a participant must notify the maximum total
principal amountadministrator in writing at least
30 days before the change is to take effect and supply a voided check or deposit
slip for the debt securitiesnew account.
All cash investments are subject to collection by the administrator for full
face value in U.S. funds. The method of delivery of any series.cash investment is at
the election and risk of the participant and will be deemed received when
actually received by the administrator. If the delivery is by mail, we recommend
that the participant use properly insured, registered mail with return receipt
requested, and that the mailing be made sufficiently in advance of the
appropriate investment date.
INVESTMENT DATES
The plan's "investment dates" occur at least once every five business days.
However, purchases will be made every business day when deemed practicable by
the administrator. A participant's cash investment will generally be invested
within five business days of receipt. For exceptions under specified
circumstances involving open market purchases, see "--Source and Price of
Shares" below.
DIVIDEND AND INTEREST PAYMENT OPTIONS
The plan offers participants the option of reinvesting cash dividends and
interest payments paid on their eligible securities in common stock. With
respect to cash dividends on common stock for which reinvestment is not elected,
the plan offers the option of direct deposit or check payment, as described
below.
10
REINVESTMENT OF CASH DIVIDENDS AND INTEREST PAYMENTS. Participants may
elect to reinvest all or part of the cash dividends and interest payments on
eligible securities registered in their names by making the election on their
initial enrollment forms or by delivering written or facsimile instructions to
the administrator. Participants electing partial reinvestment of cash dividends
and interest payments must designate the specific security or securities for
which partial reinvestment is desired and the number of whole shares or the
whole dollar amount they want to be reinvested. The amount reinvested will be
reduced by any limitamount required to be withheld under any applicable tax or other
statutes. Cash dividends and interest payments not being reinvested will be sent
to the participant by direct deposit or check, as appropriate.
A participant may change reinvestment amounts and the eligible securities on
which cash dividend or interest payments are reinvested from time to time by
delivering a new enrollment form or written or facsimile instructions to the
administrator. To be increased by resolutioneffective for a particular payment, the administrator must
receive instructions of our boarda change on or before the record date of directors. (Section 301) We will
establish the termsdividend or
interest payment. Record dates are usually the 16th day of the month preceding a
payment date. The record date for common stock dividends is usually the 16th day
of each seriesFebruary, May, August and November.
Dividends and interest payments will be invested beginning either on the
date of debt securities, which maypayment, if the payment date is an investment date, or on the first
investment date following payment. Dividend and interest payments not invested
within 30 days of receipt will be inconsistent withreturned promptly to the related indenture,participant. Funds
pending investment will be credited to a participant's account and held in a
supplemental indenture. The
senior debt securitiestrust account that will rank equally with allbe separated from any of our other unsecured and
unsubordinated indebtedness.funds or monies. NO
INTEREST WILL BE PAID ON FUNDS HELD BY THE ADMINISTRATOR PENDING INVESTMENT.
DIRECT DEPOSIT OF DIVIDENDS ON COMMON STOCK. Through the plan's direct
deposit feature, a participant may elect to have any cash dividends on common
stock automatically deposited into a designated bank or savings account. The
subordinated debt securities will rank junior
and be subordinate to all of our senior indebtedness as we describe in the
"Subordination Under the Subordinated Indenture" section of this prospectus.
-6-
We will describe the specific terms of the series of debt securities being
offered in a supplement to this prospectus. These terms will include some or
all of the following:
. the title of the debt securities,
. whether the debt securities are senior debt securities or subordinated
debt securities,
. the specific indenture under which the debt securitiescash dividends will be issued,
. any limitdeposited on the total principal amountdividend payment date. Participants who
wish to have dividends automatically deposited must execute a direct deposit
authorization form that is available from the administrator and send it to the
administrator, along with a voided check or deposit slip for the designated bank
account.
The administrator must receive direct deposit authorization at least
30 days before an applicable common stock dividend payment date to be effective
for that payment date. Participants can cancel direct deposit of dividends by
notifying the debtadministrator in writing or by facsimile. In order to be effective
for an applicable dividend payment date, the administrator must receive the
cancellation notice at least 30 days before that dividend payment date. To
change a designated bank account for direct deposit of dividends, the
administrator must receive written notice, accompanied by a voided check or
deposit slip for the new bank account, at least 30 days before an applicable
dividend payment date.
CHECK PAYMENTS OF DIVIDENDS AND INTEREST PAYMENTS. Cash dividends and
interest payments on eligible securities . the datenot designated for reinvestment or
dates on which the principal of the debt securitiesdirect deposit will be payable or the method used to determine or extend those dates,
. the interest rate or rates of the debt securities, if any, or the method
used to determine the rate or rates,
. the date or dates from which interest will accrue on the debt securities,
or the method used for determining those dates,
. the interest payment dates and the regular record dates for interest
payments, if any, or the method used to determine those dates,
. the basis for calculating interest if other than a 360-day year of twelve
30-day months,
. the place or places where:
. payments of principal, premium, if any, and interest on the debt
securities will be payable,
. the debt securities may be presented for registration of transfer or
exchange, and
. notices and demands to or upon us relatingpaid by check to the debt securities may
be made,
. any provisionsparticipant. A check for redemption of the debt securities,
. any provisions that would allow or obligate us to redeem or purchase the
debt securities prior to their maturity,
. the denominations in which we will issue the debt securities, if other
than denominations of an integral multiple of $1,000,
. any provisions that would determine the amount
of principal, premium, if
any,funds payable will be sent through the mail so that it will reach the
participant as close as possible to the dividend or interest payment date.
11
SOURCE AND PRICE OF SHARES
To fulfill plan requirements, shares of common stock will be, at our
discretion, purchased either directly from us or on the debt securitiesopen market by reference to an
index or
pursuant to a formula,
. the currency, currencies or currency units in which the principal,
premium, if any, and interest on the debt securitiesindependent agent. Shares purchased from us will be payable, if
other than $US, andeither authorized but
unissued shares or shares held in our treasury. Purchases of common stock under
the manner for determining the equivalent principal
amount in $US,
. any provisions for the payment of principal, premium, if any, and
interest on the debt securities in one or more currencies or currency
units other than those in which the debt securitiesplan are statedsubject to be
payable,
. the percentage of the principal amount at which the debt securities will
be issued and, if other than 100%, the portion of the principal amount of
the debt securities which will be payable if the maturity of the debt
securities is accelerated, or the method for determining such portion,
. if the principal amount to be paid at the stated maturity of the debt
securities is not determinable as of one or more dates prior to the
stated maturity, the amount which will be deemed to be the principal
amount as of any such date for any purpose, including the principal
amount which will be due and payable upon any maturity other than the
stated maturity or which will be deemed to be outstanding as of any such
date, or, in any such case, the manner in which the deemed principal
amount is to be determined,
-7-
. any variation of the defeasance and covenant defeasance sections of the
relevant indenture and the manner in which our election to defease the
debt securities will be evidenced, if other than by a board resolution,
. whether any of the debt securities will initially be issued in the form
of a temporary global security and the provisions for exchanging a
temporary global security for definitive debt securities,
. whether any of the debt securities will be issued in the form of one or
more global securities and, if so:
. the depositories for the global securities,
. the form of any additional legends to be borne by the global
securities,
. the circumstances under which the global securities may be exchanged,
in whole or in part, for debt securities registered, and
. whether and under what circumstances a transfer of the global
securities may be registered in the names of persons other than the
depositary for the global securities or its nominee,
. whether the interest rate of the debt securities may be reset,
. whether the stated maturity of the debt securities may be extended,
. any addition to or change in the events of default for the debt
securities and any change in the right of the trustee or the holders of
the debt securities to declare the principal amount of the debt
securities due and payable,
. any addition to or change in the covenants in the relevant indenture,
. any additions or changes to the relevant indenture necessary to issue the
debt securities in bearer form, registrable or not registrable as to
principal, and with or without interest coupons,
. the appointment of any paying agents for the debt securities, if other
than us,
. the terms of any right to convert or exchange the debt securities into
any other securities or property,
. the terms and conditions, if any, securingincluding price and delivery,
as the debt securities,
. any restriction or condition onadministrator may accept.
PURCHASES FROM RELIANT ENERGY. The price of common stock purchased from us
will be the transferabilityaverage of the debt
securities,high and . any other termslow sales price of the debt securities consistent with the relevant
indenture. (Section 301)
We may sell the debt securities, including original issue discount
securities, at a substantial discount below their stated principal amount. If
there are any special United States federal income tax considerations
applicable to debt securities we sell at an original discount, we will
describe them in the prospectus supplement. In addition, we will describe in
the prospectus supplement any special United States federal income tax
considerations and any other special considerations for any debt securities we
sell which are denominated in a currency or currency unit other than $US.
Form, Exchange and Transfer of the Debt Securities
We will issue the debt securities in registered form, without coupons.
Unless we inform you otherwise in the prospectus supplement, we will only
issue debt securities in denominations of integral multiples of $1,000.
(Section 302)
Holders will generally be able to exchange debt securities for other debt
securities of the same series with the same total principal amount and the
same terms but in different authorized denominations. (Section 305)
-8-
Holders may present debt securities for exchange or for registration of
transfer at the office of the security registrar or at the office of any
transfer agent we designate for that purpose. The security registrar or
designated transfer agent will exchange or transfer the debt securities if it
is satisfied with the documents of title and identity of the person making the
request. We will not charge a service charge for any exchange or registration
of transfer of debt securities. However, we may require payment of a sum
sufficient to cover any tax or other governmental charge payable for the
registration of transfer or exchange. Unless we inform you otherwise in the
prospectus supplement, we will appoint the trustee as security registrar. We
will identify any transfer agent in addition to the security registrar in the
prospectus supplement. (Section 305) At any time we may:
. designate additional transfer agents,
. rescind the designation of any transfer agent, or
. approve a change in the office of any transfer agent.
However, we are required to maintain a transfer agent in each place of payment
for the debt securities at all times. (Sections 305 and 1002)
In the event we elect to redeem a series of debt securities, neither we nor
the applicable trustee will be required to register the transfer or exchange
of any debt security of that series:
. during the period beginning at the opening of business 15 days before the
day we mail the notice of redemption for the series and ending at the
close of businesscommon stock reported
on the day the notice is mailed, or
. if we have selected the series for redemption, in whole or in part,
except for the unredeemed portion of the series. (Section 305)
Global Securities
Unless we inform you otherwise in the prospectus supplement, some or all of
the debt securities of any series may be represented, in whole or in part, by
one or more global securities. The global securities will have a total
principal amount equal to the debt securities they represent. Unless we inform
you otherwise in the prospectus supplement, each global security representing
debt securities will be deposited with, or on behalf of, The Depository Trust
Company, referred to as "DTC," or any other successor depository we may
appoint. We refer to DTC or the other depository in this prospectus as the
"depositary." Each global security will be registered in the name of the
depositary or its nominee. Each global security will bear a legend referring
to the restrictions on exchange and registration of transfer of global
securities that we describe below and any other matters required by the
relevant indenture. Unless we inform you otherwise in the prospectus
supplement, we will not issue debt securities in definitive form.
Global securities may not be exchanged, in whole or in part, for debt
securities registered, and no transfer of a global security, in whole or in
part, may be registered in the name of any person other than the depositary
for the global security or any nominee of the depositary unless:
. the depositary has notified us that it is unwilling or unable to continue
as depositary for the global security or has ceased to be qualified to
act as depositary as required by the indentures,
. an event of default with respect to the global security has occurred and
is continuing,
. we determine in our sole discretion that the global security will be so
exchangeable or transferable, or
. any other circumstances in addition to or in lieu of those described
above that we may describe in the prospectus supplement.
All debt securities issued in exchange for a global security or any portion of
a global security will be registered in the names directed by the depositary.
(Sections 204 and 305)
-9-
Regarding DTC
DTC is:
. a limited-purpose trust company organized under the New York Banking Law,
. a "banking organization" within the meaning of the New York Banking Law,
. a member of the Federal Reserve System,
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and
. a "clearing agency" registered under Section 17A of the Exchange Act.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include:
. securities brokers and dealers,
. banks,
. trust companies,
. clearing corporations and some other organizations.
DTC is owned by a number of direct participants and by the New York Stock Exchange Inc.,Composite Tape as published in THE WALL STREET
JOURNAL for the American Stock Exchange, Inc.,trading day immediately preceding the relevant investment date,
and the National
Association of Securities Dealers, Inc. Access to DTC's book-entry system is
also available to others, such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
direct participant, either directly or indirectly, referred to as indirect
participants. The rules applicable to DTC and its participants are on file
with the SEC.
Upon our issuance of debt securities represented by a global security,
purchases of debt securities under the DTC system mustpurchase will be made by or through
direct participants, which will receive a credit for the debt securities on
DTC's records. The ownership interest of each actual purchaser of each debt
security, referred to as a beneficial owner, is in turn to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive
written confirmation from DTC of their purchase. However, beneficial owners
are expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the direct
or indirect participant through which the beneficial owner entered into the
transaction. Transfers of ownership interests in the debt securities are to be
accomplished by entries made on the books of participants acting on behalf of
beneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in debt securities, except ininvestment date. In the event that use of the book-entry systemno trading is
reported for the debt securities is discontinued.relevant trading day, we may determine the purchase price on
the basis of market quotations we deem appropriate. No brokerage fee will be
charged on shares acquired directly from us.
OPEN MARKET PURCHASES AND SALES. The lawsprice of some states require that certain purchaserscommon stock purchased or
sold on the open market will be the weighted average price of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in a global security.
So long as the depositary for the global security,all shares
purchased or its nominee, is the
registered owner of the global security, the depositary or its nominee,sold, as the case may be, through the plan for the investment date.
The weighted average price will be considered the sole owner or holderincreased for brokerage fees and commissions,
any related service charges and applicable taxes. As of the debtdate of this
prospectus, we do not expect the brokerage fees and commissions and related
service charges to exceed $0.10 per share.
An independent agent will make purchases and sales of common stock on the
open market beginning on the relevant investment date. These purchases and sales
will be completed not later than five days from that date, except where
completion at a later date is necessary or advisable under any applicable laws
or regulations. Funds not invested within 30 days of receipt will be returned
promptly to participants. The independent agent may make purchases and sales on
any securities representedexchange where shares of common stock are traded, in the
over-the-counter market, or by negotiated transactions. These purchases and
sales may be subject to such terms and conditions regarding price, delivery and
other terms as agreed to by the global securityadministrator. The independent agent will have
sole authority to direct the time or price at which shares may be purchased or
sold, the markets on which the shares are to be purchased or sold, and the
selection of the broker or dealer, other than the independent agent, through or
from whom purchases or sales are to be made.
The independent agent may commingle each participant's funds with those of
other participants for the purchases and sales of common stock but will hold the
funds at all purposes undertimes in a separate trust account apart from our funds.
The number of shares, including any fraction of a share rounded to three
decimal places, of common stock credited to a participant's account for a
particular investment date will be determined by dividing the indentures. Except as described above, beneficial owners will not:
.total amount of
cash dividends, interest payments and/or cash investments to be entitled to have debt securities representedinvested for the
participant on the investment date by the global security
registered in their names,
. receiverelevant purchase price per share.
Dividend and voting rights will commence upon settlement, whether shares are
purchased from us or be entitledon the open market.
SAFEKEEPING SERVICE
Participants may use the plan's free safekeeping service at any time.
Participants may deposit common stock into the plan by delivering the stock
certificates without endorsement to receive physical delivery of debt securities in
definitive form, and
. be considered the
owners or holders thereof under the indentures.
-10-12
To facilitate subsequent transfers, all debt securitiesadministrator. Shares deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debt securities with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the debt securities. DTC's
records reflect only the identity of the direct participants to whose accounts
the debt securities are credited, which may or may not be the beneficial
owners. The participants will remain responsibleplan for keeping account of their
holdings on behalf of their customers. Conveyance of notices and other
communications by DTC to direct participants, by direct participants to
indirect participants, and by direct participants and indirect participants to
beneficial ownerssafekeeping will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to debt
securities. Under its usual procedures, DTC mails an omnibus proxy to us as
soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
debt securities are credited on the record date, identified in a listing
attached to the omnibus proxy.
We will make payments of principal, premium, if any, and interest on the
debt securities represented by the global security registered intransferred
into the name of the depositaryadministrator or its nominee and credited to the
participant's account under the plan. Thereafter, the shares will be treated in
the same manner as shares purchased through the trustee underplan. Because shares deposited
for safekeeping are treated in the relevant indenturesame manner as shares purchased through the
plan, they may be efficiently and economically transferred or a payingsold if the
participant desires.
SALE OF COMMON STOCK
Participants may request the administrator to sell any number of whole
shares held in their accounts at any time by written, telephone or facsimile
instructions. As soon as practicable after receipt of the request, but within
five business days, the administrator will instruct the independent agent which may alsoto
sell the shares. The independent agent will sell the shares as soon as
practicable thereafter. Proceeds of the sale, less applicable brokerage fees and
commissions and service charges and any applicable taxes, will be the trustee under the relevant indenture,sent to the
depositary or its nominee,participant within five business days after the independent agent has completed
the sale. The sales price will be determined in the same way as the case may be, as the registered ownerprice for
shares of the global security. Neither we, the trustees, nor the paying agent will
have any responsibility or liabilitycommon stock purchased for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
We have been advised that DTC will credit direct participants' accountsparticipants on the payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment onopen market. See
"--Source and Price of Shares" above.
If the payable date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices, as inadministrator receives a request between the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participant and not of
DTC, the paying agent, or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal,
premium, if any, and interest to DTC is either our responsibility or the
responsibility of the paying agent. Disbursement of these payments to direct
participants is the responsibility of DTC. Disbursement of these payments to
the beneficial owners is the responsibility of direct and indirect
participants.
We cannot assure you that DTC will distribute payments on the debt
securities made to DTC or its nominee as the registered owner or any
redemption or other notices to the participants, or that the participants or
others will distribute the payments or notices to the beneficial owners, or
that they will do so on a timely basis, or that DTC will serve and act in the
manner described in this prospectus. Beneficial owners should make appropriate
arrangements with their broker or dealer regarding distribution of information
regarding the debt securities that may be transmitted by or through DTC.
DTC management is aware that some computer applications, systems, and the
like for processing data, referred to as "systems," that are dependent upon
calendar dates, including dates before, on, and after January 1, 2000, may
encounter "Y2K problems." DTC has informed its participants and other members
of the financial community that it has developed and is implementing a program
so that its systems, as the same relate to the timely payment of
distributions, including principal and income payments, to securityholders,
book-entry deliveries, and settlement of trades within DTC continue to
function appropriately. This program includes a technical assessment and a
remediation plan, each of which is complete. Additionally, DTC's plan includes
a testing phase, which is expected to be completed within appropriate time
frames.
-11-
However, DTC's ability to properly perform its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third party vendors from whom DTC licenses software and hardware, and
third party vendors on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility service
providers, among others. DTC has informed the industry that it is contacting,
and will continue to contact, third party vendors from whom DTC acquires
services to:
. impress upon them the importance of such services being Y2K compliant, and
. determine the extent of their efforts for Y2K remediation, and, as
appropriate, testing, of their services.
In addition, DTC is in the process of developing such contingency plans as it
deems appropriate.
According to DTC, the foregoing information with respect to DTC has been
provided to the industry for informational purposes only and is not intended
to serve as a representation, warranty, or contract modification of any kind.
We have obtained the information in this section concerning DTC and the
DTC's book-entry system from sources that we believe are reliable. However, we
take no responsibility for the accuracy of this information.
Payment and Paying Agents
Unless we inform you otherwise in the prospectus supplement, we will pay
interest on the debt securities to the persons in whose names the debt
securities are registered at the close of business on the regular record date
for each interest payment. However, unless we inform you otherwise in the
prospectus supplement, we will pay the interest payable on the debt securities
at their stated maturity to the persons we pay the principal amount of the
debt securities. The initial payment of interest on any series of debt
securities issued between a regular record date and the
related interestdividend payment date to sell shares on which dividends are not being
reinvested, the sale will be payable in the manner provided by the terms of the
series, which we will describe in the prospectus supplement. (Section 307)
Unless we inform you otherwise in the prospectus supplement, we will pay
principal, premium, if any, and interest on the debt securities at the offices
of the paying agents we designate. However, except in the case of a global
security, we may pay interest by:
. check mailed to the address of the person entitled to the payment as it
appears in the security register, or
. by wire transfer in immediately available funds to the place and account
designated in writing by the person entitled to the payment as specified
in the security register.
We will designate ourselves as the sole paying agent for the debt securities
unless we inform you otherwise in the prospectus supplement. If we initially
designate any other paying agents for a series of debt securities, we will
identify them in the prospectus supplement. At any time, we may designate
additional paying agents or rescind the designation of any paying agents.
However, we are required to maintain a paying agent in each place of payment
for the debt securities at all times. (Sections 307 and 1002)
Any money deposited with the applicable trustee or any paying agent for the
payment of principal, premium, if any, and interest on the debt securities
that remains unclaimed for two years after the date the payments became due,
may be repaid to us upon our request. After we have been repaid, holders
entitled to those payments may only look to us for payment as our unsecured
general creditors. The trustees and any paying agents will not be liable for
those payments after we have been repaid. (Section 1003)
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Covenants
We will describe any restrictive covenants for any series of debt securities
in the prospectus supplement.
Consolidation, Merger and Sale of Assets
Unless we inform you otherwise in the prospectus supplement, we may not
consolidate with or merge into, or convey, transfer or lease our properties
and assets substantially as an entirety, to any person, referred to as a
"successor person," and we may not permit any person to consolidate with or
merge into, or convey, transfer or lease its properties and assets
substantially as an entirety to us, unless:
. the successor person, if any, is a corporation, partnership, trust or
other entity organized and validly existing under the laws of any
domestic jurisdiction,
. the successor person assumes our obligations with respect to the debt
securities and the relevant indenture,
. immediately after giving effect to the transaction, no event of default,
and no event which, after notice or lapse of time or both, would become
an event of default, would occur and be continuing, and
. we have delivered to the trustee the certificates and opinions required
under the relevant indenture. (Section 801)
Events of Default
Unless the context clearly indicates otherwise, we use the terms "indenture"
and "trustee" in this subsection to mean the relevant indenture and the
applicable trustee with respect to any series of debt securities we may offer.
Unless we inform you otherwise in the prospectus supplement, each of the
following will be an event of default under the indenture for a series of debt
securities:
. our failure to pay principal or premium, if any, on that series when due,
. our failure to pay any interest on that series for 30 days,
. our failure to deposit any sinking fund payment, when due, relating to
that series,
. our failure to perform, or our breach in any material respect of, any
other covenant or warranty in the indenture, other than a covenant or
warranty included in the indenture solely for the benefit of another
series of debt securities, for 90 days after either the trustee or
holders of at least 25% in principal amount of the outstanding debt
securities of that series have given us written notice of the breach in
the manner required by the indenture,
. specified events involving bankruptcy, insolvency or reorganization, and
. any other event of default we may provide for that series,
provided, however, that no event described in the fourth, fifth and sixth
bullet points above will be an event of default until an officer of the
trustee, assigned to and working in the trustee's corporate trust department,
has actual knowledge of the event or until the trustee receives written notice
of the event at its corporate trust office, and the notice refers to the debt
securities generally, us or the indenture. (Section 501)
If the principal, premium, if any, or interest on any series of debt
securities is payable in a currency other than the $US and the currency is not
available to us for making payments due to the imposition of exchange controls
or other circumstances beyond our control, we may satisfy our obligations to
holders of the debt securities by making payment in $US in an amount equal to
the $US equivalent of the amount payable in the
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other currency. This amount will be determined by the trustee by reference to
the noon buying rate in The City of New York for cable transfers for the other
currency, referred to as the "exchange rate," as reported or otherwise made available by the Federal Reserve Bank of New York on the date of the payment,
or, if the exchange rate is not then available, on the basis of the most
recently available exchange rate. Any payment made in $US under these
circumstances will not be an event of default under the indentures. (Section
501)
If an event of default for a series of debt securities occurs and is
continuing, either the trustee or the holders of at least 25% in principal
amount of the outstanding debt securities of that series may declare the
principal amount of the debt securities of that series due and immediately
payable. In order to declare the principal amount of the series of debt
securities due and immediately payable, the trustee or the holders must
deliver a notice that satisfies the requirements of the indenture. Upon a
declaration by the trustee or the holders, we will be obligated to pay the
principal amount of the series of debt securities.
This right does not apply if:
. an event of default described in the fourth or fifth bullet points above
occurs, or
. an event of default described in the sixth bullet point above that
applies to all outstanding debt securities occurs.
If any of these events of default occur and is continuing, either the trustee
or holders of at least 25% in principal amount of all of the debt securities
then outstanding, treated as one class, may declare the principal amount of
all of the debt securities then outstanding to be due and payable immediately.
In order to declare the principal amount of the debt securities due and
immediately payable, the trustee or the holders must deliver a notice that
satisfies the requirements of the indenture. Upon a declaration by the trustee
or the holders, we will be obligated to pay the principal amount of the debt
securities.
After any declaration of acceleration of a series of debt securities, but
before a judgment or decree for payment, the holders of a majority in
principal amount of the outstanding debt securities of that series may, under
certain circumstances, rescind and annul the declaration of acceleration if
all events of default, other than the non-payment of principal have been cured
or waived as provided in the indenture. (Section 502) For information as to
waiver of defaults, please refer to the "Modification and Waiver" section
below.
If an event of default occurs and is continuing, the trustee will generally
have no obligation to exercise any of its rights or powers under the indenture
at the request or direction of any of the holders, unless the holders offer
reasonable indemnity to the trustee. (Section 603) The holders of a majority
in principal amount of the outstanding debt securities of any series will
generally have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee for the debt securities of that series,
provided that:
. the direction is not in conflict with any law or the indenture,
. the trustee may take any other action it deems proper which is not
inconsistent with the direction, and
. the trustee will generally have the right to decline to follow the
direction if an officer of the trustee determines, in good faith, that
the proceeding would involve the trustee in personal liability or would
otherwise be contrary to applicable law. (Section 512)
A holder of a debt security of any series may only pursue a remedy under the
indenture if:
. the holder gives the trustee written notice of a continuing event of
default for that series,
. holders of at least 25% in principal amount of the outstanding debt
securities of that series make a written request to the trustee to pursue
that remedy,
. the holder offers reasonable indemnity to the trustee,
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. the trustee fails to pursue that remedy within 60five days after receipt of the request
and the proceeds from the sale will be sent to the participant. Cash dividends
will be paid in the usual manner on the dividend payment date.
If the administrator receives a request between the record date and the
dividend payment date to sell shares on which all or a portion of the dividends
are being reinvested, the dividends on those shares will be reinvested on the
investment date and newly purchased shares will be credited to the participant's
account. If the request for sale does not include all shares in the
participant's account, the number of shares requested will be sold within five
days after receipt of the request and the proceeds from the sale will be sent to
the participant. Newly purchased shares will be retained in the participant's
account after the investment date. If the request for sale covers all shares in
the participant's account, the sale will be delayed until after the dividend
payment date and all shares, including newly purchased shares, will be sold
within five days after the investment date and the proceeds from the sale will
be sent to the participant.
If a participant wishes to sell shares held in the participant's account
through a broker, the participant may request the administrator to issue a
certificate for a specific number of whole shares by written, telephone or
facsimile instruction. A certificate will be sent to the participant within two
business days after receipt of the request.
WITHDRAWAL, TRANSFERS AND GIFTS OF COMMON STOCK
WITHDRAWALS AND TRANSFERS OUTSIDE THE PLAN. A participant may withdraw
shares of common stock credited to the participant's plan account if the
participant will continue to be the record holder after withdrawal. A
participant may do so by instructing the administrator in writing, by telephone
or by facsimile or, if the participant will not be the record holder after
withdrawal, by delivering written instructions, specifying the recipient's name,
address, Social Security number and telephone number and a stock assignment or
stock power, with the participant's signature guaranteed by a member of the
Medallion Signature Guarantee program (a participating broker, bank, savings and
loan association, etc.). duringIf shares are to be sent to a broker, the participant
must provide in writing the number of whole
13
shares to be withdrawn, the broker's name, business name, address, telephone
number and the brokerage account number, if applicable. Certificates
representing whole shares withdrawn from the plan will be mailed to the
participant or designated recipient within two business days of receipt of a
properly documented request. Withdrawal of shares of common stock does not
affect reinvestment of cash dividends on the shares withdrawn unless:
- the participant is no longer the record holder of the shares,
- the participant specifically discontinues the reinvestment, or
- the participant terminates participation in the plan.
If the administrator receives a request between the record date and the
dividend payment date to withdraw shares on which dividends are not reinvested,
the withdrawal will be made within five days after receipt of the request and
dividends will be deposited in the account of the participant holding the shares
prior to the withdrawal, in the usual manner, on the dividend payment date.
If the administrator receives a request between the record date and the
dividend payment date to withdraw shares on which all or a portion of the
dividends are reinvested, the dividends on those shares will be reinvested on
the investment date and newly purchased shares will be credited to the
participant's account. If the request for withdrawal does not include all shares
in the participant's account, the number of shares requested will be withdrawn
within two business days after receipt of the request and sent to the designated
recipient. Newly purchased shares will be retained in the account of the
participant making the request. If the request for withdrawal covers all shares
in the participant's account, the withdrawal will be delayed until after the
dividend payment date and all shares, including newly purchased shares, will be
withdrawn within two business days after the investment date. All shares in the
participant's account will be sent to the designated recipient.
GIFTS AND TRANSFERS OF COMMON STOCK WITHIN THE PLAN. If a participant
wishes to transfer all or a part of the participant's shares to a plan account
for another person, whether by gift, private sale or otherwise, the participant
may effect the transfer by giving transfer instructions, in writing, to the
administrator. Transfers of less than all of the shares in the participant's
account must be made in whole share amounts. Requests for such transfers are
subject to the same requirements applicable to transfers of common stock
generally, including the requirement of a stock power with a Medallion Signature
Guarantee. The transfer will be effected as soon as practicable following the
administrator's receipt of the required documentation. Gifts and transfers
within the plan are subject to the same provisions as described above under
"--Withdrawals and Transfers Outside the Plan."
The administrator will continue to hold under the plan shares that 60-day period,are
transferred within the plan. If the transferee is not already a participant, a
plan account will be opened in the name of the transferee, and the transferee
will automatically receive an enrollment form to elect any applicable services
offered through the plan. Until the transferee elects otherwise or the
transferor specifically requests that the new account be enrolled in one or more
of the plan's options, such as dividend reinvestment, the transferee account
will be treated as having elected only to have shares held in safekeeping under
the plan. If the transferee is already a participant, the shares transferred
will be treated as other shares already in the account of the transferee with
respect to plan options.
As a result of the transfer, the transferor and the transferee will receive
a statement confirming the transaction. The transferor may request that a
holiday or all occasion gift certificate be provided,
14
either to the transferor for personal delivery to the transferee or directly to
the transferee, in connection with a transfer.
REINVESTMENT OF DIVIDENDS ON REMAINING SHARES
When a participant sells, withdraws or transfers a portion of the shares
credited to the participant's account, the number of shares credited to the
account is reduced. For a participant who is reinvesting cash dividends paid on
only a portion of the shares credited to the participant's account, unless the
participant gives specific instructions to the contrary, the reduction will
first be made to the number of shares for which reinvestment has not been
elected before it is made to the number of shares for which reinvestment has
been elected. Accordingly, after the sale, withdrawal or transfer, reinvestment
of cash dividends will continue on the remaining shares credited to the
participant's account up to the number of shares designated for reinvestment
prior to the sale, withdrawal or transfer. For example, if a participant who had
elected to have cash dividends reinvested on 50 shares of a total of 100 shares
credited to the participant's account elected to sell, withdraw or transfer 25
shares, cash dividends on 50 shares of the remaining 75 shares credited to the
account would be reinvested through the plan. If instead the participant elected
to sell, withdraw or transfer 75 shares, cash dividends on the remaining 25
shares credited to the participant's account would be reinvested through the
plan.
REPORTS TO PARTICIPANTS
The administrator will send each participant a quarterly statement of
year-to-date activity showing the amount invested, purchase price, the number of
shares purchased, deposited, sold, transferred and withdrawn, total shares
accumulated and other information. The administrator will also send each
participant a confirmation promptly after each cash investment, deposit, sale,
withdrawal or transfer. Dividend and interest reinvestments will not be
individually confirmed, but rather will appear on the quarterly statement.
Participants should retain statements and confirmations in their permanent
records to establish the cost basis of shares purchased under the plan for
income tax and other purposes.
The administrator will send each participant copies of all communications
sent to holders of common stock, including our annual report to shareholders,
notice of our annual meeting, proxy statement and form of proxy, as well as
federal tax reporting statements, if applicable, for reporting taxable income
received from us.
The administrator will send all payments, notices, statements and reports to
the participant's address on the administrator's records. It is therefore
imperative that participants promptly notify the administrator of any change of
address.
CERTIFICATES FOR SHARES
The administrator will hold shares of common stock purchased under, or
deposited for safekeeping into, the plan and credited to participants' accounts
in an automated electronic record keeping system in the administrator's name or
the name of its nominee, as custodian. The number of shares, including
fractional shares, held for each participant will be shown on each statement of
account.
A participant may obtain a majority in principal amountcertificate for all or part of the debt securitieswhole shares
held in the participant's account at any time upon a written, telephone or
facsimile request to the administrator. Requested certificates will be mailed,
free of that series do not givecharge, to the trustee a direction
inconsistent withparticipant within two business days after the
15
administrator receives the request. (Section 507)
However, these limitations doThe administrator will continue to hold any
remaining whole or fractional shares in the participant's account.
Shares held in a participant's account cannot be pledged or assigned. A
participant who wishes to pledge or assign any shares must request that they be
withdrawn and issued to the participant in certificate form.
Certificates for fractional shares of common stock will not applybe issued under
any circumstances.
TERMINATION OF PARTICIPATION
A participant may terminate participation in the plan at any time by
notifying the administrator in writing, by telephone or by facsimile. As soon as
practicable after receipt of notification, the administrator will mail the
participant:
- a certificate for all of the whole shares credited to the participant's
account,
- any dividends, interest payments and cash investments credited to the
participant's account, and
- a suit by a holdercheck for the cash value of any fraction of a debt
security demanding paymentshare of common stock
credited to the participant's account.
A fraction of a share will be valued at the average of the principal, premium, if any, or interesthigh and low sales
prices of the common stock reported on a
debt security on or afterthe New York Stock Exchange Composite
Tape as published in THE WALL STREET JOURNAL for the trading day preceding the
date of termination.
COSTS
We will pay all administrative costs and expenses of the payment is due. (Section 508)
Weplan. PARTICIPANTS
WILL BEAR THE COST OF BROKERAGE FEES AND COMMISSIONS, RELATED SERVICE CHARGES
AND ANY APPLICABLE TAXES INCURRED ON ALL PURCHASES AND SALES OF COMMON STOCK ON
THE OPEN MARKET. These costs will be included as adjustments to the purchase and
sale prices. As of the date of this prospectus, shares of stock are being
purchased directly from us. There are no brokerage fees and commissions or
related service charges for shares of common stock purchased directly from us.
FEDERAL INCOME TAX CONSEQUENCES
THE FOLLOWING IS A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATING IN THE PLAN. TAX CONSEQUENCES WILL VARY AMONG PARTICIPANTS
DEPENDING UPON INDIVIDUAL CIRCUMSTANCES AND STATE, LOCAL AND FOREIGN LAWS. EACH
PARTICIPANT SHOULD CONSULT THE PARTICIPANT'S OWN TAX ADVISOR REGARDING THE TAX
CONSEQUENCES FOR THE PARTICIPANT AS A RESULT OF PARTICIPATING IN THE PLAN.
A participant will be required to furnish to the trustee annually a statement by some
of our officers regarding our performance or observance of any of the terms of
the indenture and, specifying all of our known defaults, if any. (Section
1004)
Modification and Waiver
Unless the context clearly indicates otherwise, we use the terms "indenture"
and "trustee" in this subsection to mean the relevant indenture and the
applicable trustee with respect to any series of debt securities we may offer.
We may enter into one or more supplemental indentures with the trustee
without the consent of the holders of the debt securities in order to:
. evidence the succession of another corporation to us, or successive
successions and the assumption of our covenants, agreements and
obligations by a successor,
. add to our covenants for the benefit of the holders or to surrender any
of our rights or powers,
. add events of default for any series of debt securities,
. add or change any provisions of the indentures to the extent necessary to
issue debt securities in bearer form,
. add to, change or eliminate any provision of the indenture applying to
one or more series of debt securities, provided that if such action
adversely affects the interests of any holders of debt securities of any
series, the addition, change or elimination will become effective with
respect to that series only when no security of that series remains
outstanding,
. convey, transfer, assign, mortgage or pledge any property to or with the
trustee or to surrender any right or power conferred upon us by the
indenture,
. establish the form or terms of any series of debt securities,
. provide for uncertificated securities in addition to certificated
securities,
. evidence and provide for successor trustees or to add or change any
provisions to the extent necessary to appoint a separate trustee or
trustees for a specific series of debt securities,
. correct any ambiguity, defect or inconsistency under the indenture,
provided that such action does not adversely affect the interests of the
holders of debt securities of any series,
. supplement any provisions of the indenture necessary to defease and
discharge any series of debt securities, provided that such action does
not adversely affect the interests of the holders of any series of debt
securities,
. comply with the rules or regulations of any securities exchange or
automated quotation system on which any debt securities are listed or
traded, or
. add, change or eliminate any provisions of the indenture in accordance
with any amendments to the Trust Indenture Act, provided that the action
does not adversely affect the rights or interests of any holder of debt
securities. (Section 901)
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We may enter into one or more supplemental indentures with the trustee in
order to add to, change or eliminate provisions of the indenture or to modify
the rights of the holders of one or more series of debt securities if we
obtain the consent of the holders of a majority in principal amount of the
outstanding debt securities of each series affected by the supplemental
indenture, treatedinclude as one class. However, without the consent of the holders
of each outstanding debt security affected by the supplemental indenture, we
may not enter into a supplemental indenture that:
. changes the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security, except to the extent
permitted by the indenture,
. reduces the principal amount of, or any premium or interest on, any debt
security,
. reduces the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity
thereof,
. changes the place or currency of payment of principal, premium, if any,
or interest,
. impairs the right to institute suit for the enforcement of any payment on
any debt security,
. reduces the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for modification
or amendment of the indenture,
. reduces the percentage in principal amount of outstanding debt securities
of any series necessary for waiver of compliance with certain provisions
of the indenture or for waiver of certain defaults,
. makes certain modifications to such provisions with respect to
modification and waiver,
. makes any change that adversely affects the right to convert or exchange
any debt security or decrease the conversion or exchange rate or
increases the conversion price of any convertible or exchangeable debt
security, or
. changes the terms and conditions pursuant to which any series of debt
securities that are secured in a manner adverse to the holders of the
debt securities. (Section 902)
Holders of a majority in principal amount of the outstanding debt securities
of any series may waive past defaults or compliance with restrictive
provisions of the indenture. However, the consent of holders of each
outstanding debt security of a series is required to:
. waive any default in the payment of principal, premium, if any, or
interest, or
. waive any covenants and provisions of the indenture that may not be
amended without the consent of the holder of each outstanding security of
the series affected. (Sections 513 and 1006)
In order to determine whether the holders of the requisite principal amount
of the outstanding debt securities have taken an action under the indenture as
of a specified date:
. the principal amount of an original issue discount security that will be
deemed to be outstanding will be the amount of the principal that would
be due and payable as of such date upon acceleration of the maturity to
such date,
. if, as of such date, the principal amount payable at the stated maturity
of a debt security is not determinable, for example, because it is based
on an index, the principal amount of such debt security deemed to be
outstanding as of such date will be an amount determined in the manner
prescribed for such debt security,
. the principal amount of a debt security denominated in one or more
foreign currencies or currency units that will be deemed to be
outstanding will be the $US equivalent, determined as of such date in the
manner prescribed for such debt security, of the principal amount of such
debt security or, in the case of a debt security described in the two
preceding bullet points, of the amount described above, and
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. debt securities owned by us or any other obligor upon the debt securities
or any of their affiliates will be disregarded and deemed not to be
outstanding.
Some debt securities, including those for whose payment or redemption money
has been deposited or set aside in trust for the holders and those that have
been fully defeased pursuant to Section 1402, will not be deemed to be
outstanding. (Section 101)
We will generally be entitled to set any day as a record date for
determining the holders of outstanding debt securities of any series entitled
to give or take any direction, notice, consent, waiver or other action under
the indenture. In limited circumstances, the trustee will be entitled to set a
record date for action by holders. If a record date is set for any action to
be taken by holders of a particular series, the action may be taken only by
persons who are holders of outstanding debt securities of that series on the
record date. To be effective, the action must be taken by holders of the
requisite principal amount of the debt securities within a specified period
following the record date. For any particular record date, this period will be
180 days or such shorter period as may we may specify, or the trustee may
specify, if it set the record date. This period may be shortened or lengthened
by not more than 180 days. (Section 104)
Subordination Under the Subordinated Indenture
We have defined some of the terms we use in this subsection at the end of
this subsection.
The subordinated debt securities issued under the subordinated indenture
will be unsecured and junior in right of payment to all of our senior
indebtedness. This means we will not make a payment on the subordinated debt
securities if:
. any senior indebtedness is not paid when due, any applicable grace period
for the payment default has ended and the payment default has not been
cured or waived or ceased to exist, or
. the maturity of any senior indebtedness has been accelerated because of a
default and that acceleration has not been rescinded.
If our assets are distributed to our creditors upon our dissolution,
winding-up or liquidation, whether voluntarily or involuntarily or in
bankruptcy, insolvency, receivership, reorganization or other similar
proceedings, all principal, premium, if any, interest and any other amounts
due or to become due on all senior indebtedness must be paid in full before
the holders of the subordinated debt securities are entitled to receive or
retain any payment.
"Debt" in the subordinated indenture means, with respect to any person at
any date of determination, without duplication:
. all indebtedness for borrowed money,
. all obligations evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses,
. all obligations under letters of credit or bankers' acceptances or other
similar instruments, or related reimbursement obligations, issued on the
account of such person,
. all obligations to pay the deferred purchase price of property or
services, except some trade payables,
. all obligations as lessee under capitalized leases,
. all debt of others secured by a lien on any asset of such person, whether
or not the debt is assumed by the person, provided that, for purposes of
determining the amount of any debt of the type described in this clause,
if recourse with respect to the debt is limited to the asset, the amount
of the debt is limited to the lesser of the fair market value of the
asset or the amount of the debt, and
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. to the extent not to otherwise included in this definition, all
obligations for claims in respect of derivative products, including
interest rate, foreign exchange rate and commodity prices, forward
contracts, options, swaps, collars and similar arrangements.
"Senior indebtedness" in the subordinated indenture means the principal,
premium, if any, and interest on all of our debt, whether created, incurred or
assumed before, on or after the date of the subordinated indenture. However,
senior indebtedness does not include:
. debt that, when incurred and without respect to any election under
Section 1111(b) of Title 11, U.S. Code, was without recourse, and
. other debt which by the terms of the instrument creating or evidencing it
is specifically designated as being subordinated to or pari passu with
the subordinated debt securities, including all other debt securities and
guarantees issued to any trust, partnership or other entity affiliated
with us which is a financing vehicle for us in connection with an
issuance of trust preferred securities.
The subordinated indenture does not limit our ability to incur additional
indebtedness, including indebtedness that ranks senior in priority of payment
to the subordinated debt securities.
Defeasance and Covenant Defeasance
Unless the context clearly indicates otherwise, we use the terms "indenture"
and "trustee" in this subsection to mean the relevant indenture and the
applicable trustee with respect to any series of debt securities we may offer.
Unless we inform you otherwise in the prospectus supplement, the provisions
of the indenture relating to defeasance and discharge of indebtedness, or
defeasance of restrictive covenants, will apply to the debt securities of any
series. (Section 1401)
Defeasance and Discharge. Section 1402 of the indenture provides that we
will be discharged from all of our obligations with respect to the debt
securities, except for certain obligations to exchange or register the
transfer of debt securities, to replace stolen, lost or mutilated debt
securities, to maintain paying agencies and to hold moneys for payment in
trust, upon the deposit in trust for the benefit of the holders of such debt
securities of money or U.S. government obligations, or both, which, through
the payment of principal and interest in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the principal,
premium, if any, and interest on the debt securities on the respective stated
maturities in accordance with the terms of the indenture and the debt
securities. Such defeasance or discharge may occur only if, among other
things, we have delivered to the trustee an opinion of counsel to the effect
that we have received from, or there has been published by, the United States
Internal Revenue Service a ruling, or there has been a change in tax law, in
either case to the effect that holders of the debt securities will not
recognize gain or lossincome for federal income tax
purposes the gross amount of all dividends and interest payments, including any
original issue discount, on eligible securities reinvested in common stock as
though the participant received the dividends and interest payments in cash. A
participant's cost basis for shares of common stock acquired under the plan, in
general, will be equal to the cash value of dividends and interest payments
attributable to the purchase of the shares, as adjusted for brokerage
commissions and fees, services charges and applicable taxes, if any. A
participant's cost basis in shares purchased with cash investments will be the
cost of the shares plus any allocable brokerage commissions or fees, service
charges and applicable taxes.
16
Shares of common stock purchased under the plan will have a resultholding period
beginning on the day after the shares are allocated to the participant's
account. A participant will not realize any taxable income when the participant
receives certificates for whole shares credited to an account under the plan.
The participant will recognize gain or loss upon the sale of such
deposit, defeasancewhole shares and
dischargeupon the sale of any fractional shares credited to the participant's account
under the plan.
Under Internal Revenue Service backup withholding regulations, dividends and
interest payments reinvested under the plan may be subject to the withholding
tax generally applicable to dividends and interest payments unless the
participant provides the administrator with the participant's taxpayer
identification number (in the case of individual taxpayers the taxpayer
identification number is their Social Security number). Any amount so withheld
will be treated as taxable income received by the participant and will be
subjectreflected on Forms 1099-DIV and 1099-INT mailed annually to federal income tax on
the same amount, in the same mannerall our investors,
including plan participants.
STOCK SPLITS, STOCK DIVIDENDS AND RIGHTS OFFERINGS
Any shares or other noncash distributions, including stock splits, stock
dividends, combinations, recapitalizations and at the same times as would have been
the case if such deposit, defeasance and discharge were not to occur.
(Sections 1402 and 1404)
Defeasance of Certain Covenants. Section 1403 of the indenture provides
that, in certain circumstances, we may omit to comply with specified
restrictive covenants, including any that we may describe in the prospectus
supplement, and that in those circumstances the occurrence of certainsimilar events of default, which are described in the fourth bullet point above, with respect
to such restrictive covenants, under "Events of Default" and any that may be
described in the prospectus supplement,affecting our
common stock, will be deemed notcredited to be or result in
ana participant's account on a pro-rata basis.
In the event of default,a rights offering, a participant will receive rights based upon
the total number of whole shares of common stock credited to the participant's
account.
VOTING OF PROXIES
Participants have the exclusive right to vote all whole shares credited to
their plan accounts, either in person or by proxy, at any annual or special
meeting of our shareholders. Fractions of shares cannot be voted. The
administrator will forward to each caseparticipant all shareholder materials
relating to shares credited to that participant's account.
LIMITATION OF LIABILITY
Neither we nor the administrator nor any independent agent will be liable
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising from failure to terminate a
participant's account upon the participant's death prior to receipt of notice in
writing of such death, or with respect to the debt securities.prices or times at which shares of
common stock are purchased or sold for participants, or fluctuations in the
market value of common stock.
INTERPRETATION AND REGULATION OF THE PLAN
Our officers are authorized to take actions to carry out the plan consistent
with the plan's terms and conditions. We reserve the right to interpret and
regulate the plan as we deem desirable or necessary in order to exercise such option,connection with the
plan's operations.
CHANGE OR TERMINATION OF THE PLAN
We may suspend, modify or terminate the plan at any time, in whole, in part
or in respect of participants in one or more jurisdictions, without the approval
of participants. Notice of suspension,
17
modification or termination of the plan will be requiredsent to deposit, in trustall affected
participants. Upon any whole or partial termination of the plan by us, each
affected participant will receive:
- a certificate for all of the whole shares credited to the participant's
account,
- any dividends, interest payments and cash investments credited to the
participant's account, and
- a check for the benefitcash value of any fraction of a share of common stock
credited to the participant's account.
A fraction of a share will be valued at the average of the holdershigh and low sales
prices of the debt securities, money or U.S. government
obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an
amount sufficient to pay the principal, premium, if any, and interestcommon stock reported on the debtNew York Stock Exchange Composite
Tape as published in THE WALL STREET JOURNAL for the trading day preceding the
date of termination.
TERMINATION OF PARTICIPATION BY RELIANT ENERGY
If a participant does not have at least one whole share of common stock
registered in the participant's name or credited to the participant's account,
or does not own any eligible securities for which cash dividends or interest
payments are designated for reinvestment under the plan, we may terminate the
participant's participation in the plan upon written notice. Additionally, we
may terminate any participant's participation in the plan after written notice
mailed in advance to the participant's address appearing on the respective stated maturitiesrecords of the
administrator. A participant whose participation has been terminated will
receive:
- a certificate for all of the whole shares credited to the participant's
account,
- any dividends, interest payments and cash investments credited to the
participant's account, and
- a check for the cash value of any fraction of a share of common stock
credited to the participant's account.
A fraction of a share will be valued at the average of the high and low sales
prices of the common stock reported on the New York Stock Exchange Composite
Tape as published in accordance withTHE WALL STREET JOURNAL for the trading day preceding the
date of termination.
PLAN OF DISTRIBUTION
We are offering common stock by means of this prospectus pursuant to the
plan. The terms of the indenture andplan provide for the debt securities. We will also be required,
among other things, to deliver to the trusteepurchase of shares of our common
stock directly from us or, at our option, by an opinion of counsel to the
effect that holders of the debt securities will not recognize gain or loss for
federal income tax purposes as a result of such deposit and defeasance of
certain obligations and will be subject to federal income taxindependent agent on the same
amount, in the same
-18-
manner and at the same times as would have been the case if such deposit and
defeasance were not to occur. In the event we exercise this option with
respect to any debt securities and the debt securities were declared due and
payable becauseopen
market. As of the occurrence of any event of default, the amount of money
and U.S. government obligations so deposited in trust would be sufficient to
pay amounts due on the debt securities at the time of their respective stated
maturities, but might not be sufficient to pay amounts due on such debt
securities upon any acceleration resulting from the event of default. In such
case, we would remain liable for those payments. (Sections 1403 and 1404)
Notices
Holders will receive notices by mail at their addresses as they appear in
the security register. (Sections 101 and 106)
Title
We may treat the person in whose name a debt security is registered on the
applicable record date as the owner of the debt security for all purposes,
whether or not it is overdue. (Section 309)
Governing Law
New York law will govern the indentures and the debt securities. (Section
112)
Regarding the Trustee
The applicable trustee will be named in the prospectus supplement.
Plan of Distribution
We may sell debt securities:
. through an underwriter or underwriters,
. through dealers,
. through agents,
. directly to purchasers, including our affiliates, or
. through a combination of any of these methods.
We may authorize underwriters, dealers and agents to solicit offers by
institutions to purchase debt securities from us pursuant to delayed delivery
contracts providing for payment and delivery on a specified date. If we elect
to use delayed delivery contracts, we will describe the date of delivery,this prospectus, shares of common stock purchased for
participants under the conditionsplan are being purchased directly from us. The plan
provides that we may not change our determination regarding the source of
purchases of shares more than once in any three-month period. We expect our
primary consideration in determining the sale andsource of shares to be used for
purchases under the commissions payableplan will be our need to increase equity capital. If we do
not need to raise funds externally or if financing needs are satisfied using
non-equity sources of funds to maintain our targeted capital structure, shares
of common stock purchased for solicitation of such
contractsparticipants will be purchased in the prospectus supplement.open market,
subject to the limitation on changing the source of shares of common stock.
We will describepay all administrative costs and expenses associated with the termsplan.
Participants will bear the cost of any offering of debt securities in the
prospectus supplement, including:
. the method of distribution,
. the name or names of any underwriters, dealers, purchasers or agents,brokerage commissions and fees, related
service charges and any managing underwriter or underwriters,
. the purchase price of the debt securitiesapplicable taxes incurred on all purchases and the proceeds we receive
from the sale,
. any underwriting discounts, agency fees or other form of underwriters'
compensation,
-19-
. any discounts and concessions allowed, reallowed or paid to dealers or
agents, and
. the expected time of delivery of the offered debt securities.
We may change the initial public offering price and any discount or
concessions allowed or reallowed to dealers from time to time.
If we use underwriters to sell our debt securities, the underwriting
agreement will provide that the obligations of the underwriters are subject to
certain conditions precedent and that the underwriters will be obligated to
purchase all of the offered debt securities if any are purchased. In
connection with the sale of debt securities, underwriters may receive
compensation from us or from purchasers of debt securities for whom they may
act as agents in the form of discounts, concessions or commissions.
Underwriters may sell debt securities to or through dealers, and dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act
as agents.
If we use a dealer to sell debt securities, we will sell the debt securities
to the dealer as principal. The dealer may then resell the debt securities to
the public at varying prices to be determined by the dealer at the time of
resale. These dealers may be deemed underwriters, as such term is defined in
the Securities Act of 1933, of the debt securities they offer and sell. If we
elect to use a dealer to sell debt securities, we will provide the name of the
dealer and the terms of the transaction in the prospectus supplement.
Debt securities may also be offered and sold in connection with a
remarketing upon their purchase, in accordance with a redemption or repayment
by their terms or otherwise by one or more remarketing firms acting as
principals for their own accounts or as our agents. We will identify any
remarketing firm, the terms of any remarketing agreement and the compensation
to be paid to a remarketing firm in the prospectus supplement. Remarketing
firms may be deemed underwriters under the Securities Act of 1933.
Underwriters, agents, dealers and some purchasers participating in the
distribution of debt securities may be deemed to be underwriters, and any
discounts and commissions received by them and any profit realized by them on
resale of debt securities may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933.
Unless we inform you otherwise in the prospectus supplement, none of our
directors, officers or employees will solicit or receive a commission in
connection with direct sales
of debt securities, although these persons may
respond to inquiries by potential purchasers and perform ministerial and
clerical work in connection with any such direct sales.
We may enter into agreements with the underwriters, agents, purchasers,
dealers or remarketing firms who participate in the distribution of our debt
securities that will require us to indemnify them against specified
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments that they or any person controlling them may be
required to make for those liabilities. Underwriters, agents or dealers may be
our customers. They may also engage in transactions with us or perform
services for us or for our affiliates in the ordinary course of business.
Each series of debt securities will be a new issue with no established
trading market. We may elect to list any series of debt securities on an
exchange. However, we are not obligated to do so. It is possible that one or
more underwriters may make a market in a series of debt securities. However,
they will not be obligated to do so and may discontinue market making at any
time without notice. We cannot assure you that a liquid trading market for the
debt securities will develop.
In connection with an offering, the underwriters or agents may purchase and
sell debt securitiesmade in the open market. These transactions may include over-
allotment and stabilizing transactions and purchases to cover syndicate short
positions created in connection with the offering. Stabilizing transactions
consist of bids or
-20-
purchases for the purpose of preventing or retarding a decline in the market
price of the debt securities. Syndicate short positions involve the sale by
the underwriters or agents of a greater number of debt securities than they
are required to purchase from us in the offering. The underwriters also may
impose a penalty bid, in which selling concessions allowed to syndicate
members or other broker dealers in respect of the debt securities sold in the
offering for their account may be reclaimed by the syndicate if the debt
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the debt securities, which may be higher than the price that
might otherwise prevail in the open market, and these activities, if
commenced, may be discontinued at any time. These transactions may be effected
on the NYSE, in the over-the-counter market or otherwise.
Validity of Securities
The validity of the debt securitiescosts will be passed uponincluded as adjustments to
18
purchase and sales prices. There are no brokerage fees and commissions or
related service charges for usshares of common stock purchased directly from us.
DESCRIPTION OF OUR CAPITAL STOCK
As of July 31, 2001, our authorized capital stock consisted of:
- 700,000,000 shares of common stock, without par value, of which
297,796,048 shares were outstanding, including 7,528,889 shares pledged to
secure a loan to our Employee Stock Ownership Plan, and excluding
4,511,691 treasury shares,
- 10,000,000 shares of preferred stock, without par value, of which 97,397
shares were outstanding, and
- 10,000,000 shares of preference stock, without par value, of which:
- 700,000 shares are classified as Series A preference stock, none of
which was outstanding, and
- 50,810 shares of other series of preference stock are outstanding and
owned by Baker &
Botts, L.L.P., Houston, Texas. Hugh Rice Kelly, Esq., our Executive Vice
President, General Counsel and Corporate Secretary or Rufus S. Scott, our Vice
President, Deputy General Counsel and Assistant Corporate Secretary may pass
upon other legal matters for us. Any underwriters will be advised about the
validity of the debt securities and other legal matters by their own counsel.
James A. Baker, III, a senior partner in the law firm of Baker & Botts,
L.L.P., is currently one of our directors, and, a beneficial owner of 3,000
shareswholly owned financing subsidiaries.
Each share of our common stock.
Expertsstock offered by means of this prospectus includes
an associated preference stock purchase right. The shares of Series A preference
stock have been initially reserved for issuance upon exercise of the rights.
We have incorporated by reference the descriptions of our common stock and
associated rights into this prospectus. Please read "Where You can Find More
Information."
EXPERTS
Our consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 19982000 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
-21-LEGAL MATTERS
Certain legal matters in connection with the common stock offered hereby
have been passed upon for us by Baker Botts L.L.P., Houston, Texas. James A.
Baker, III, a senior partner in the law firm of Baker Botts L.L.P., is currently
one of our directors and a beneficial owner of 5,000 shares of our common stock.
19
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH ANY DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT MAKING AN OFFER
TO SELL SHARES OF OUR COMMON STOCK IN ANY JURISDICTION WHERE THE OFFER OR SALE
IS NOT PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY
AS OF THE DATE OF THIS PROSPECTUS.
------------------------
TABLE OF CONTENTS
PAGE
--------
About This Prospectus................. 2
Where You Can Find More Information... 3
Reliant Energy, Incorporated.......... 4
Use of Proceeds....................... 5
Our Investor's Choice Plan............ 6
Plan of Distribution.................. 18
Description of Our Capital Stock...... 19
Experts............................... 19
Legal Matters......................... 19
RELIANT ENERGY,
INCORPORATED
4,047,476 SHARES
COMMON STOCK
------------------
PROSPECTUS
------------------
INVESTOR'S
CHOICE
PLAN
, 2001
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ItemITEM 14. Other Expenses of Issuance and Distribution.
The CompanyOTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Reliant Energy, Incorporated (the "Company") estimates that expenses in
connection with the offering described in this Registration Statement will be as
follows:follows
Securities and Exchange Commission filing fee...................... $278,000
Blue sky expenses.................................................. 5,000fee............... $ 29,790
Attorney's fees and expenses....................................... 120,000expenses................................ 25,000
Independent Auditor'sauditors' fees and expenses............................ 15,000
Printing and engraving expenses.................................... 40,000
Rating agency fees................................................. 130,000
Trustee'sexpenses..................... 23,000
Blue sky fees and expenses........................................expenses.................................. 10,000
Printing expenses........................................... 50,000
Miscellaneous expenses............................................. 2,000expenses...................................... 2,210
--------
Total............................................................ $600,000Total expenses.......................................... $140,000
========
ItemITEM 15. Indemnification of Directors and Officers.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation Act
and Article V of the Company's Amended and Restated Bylaws provide the Company
with broad powers and authority to indemnify its directors and officers and to
purchase and maintain insurance for such purposes. Pursuant to such statutory
and Bylaw provisions, the Company has purchased insurance against certain costs
of indemnification that may be incurred by it and by its officers and directors.
Additionally, Article IX of the Company's Restated Articles of Incorporation
provides that a director of the Company is not liable to the Company or its
shareholders for monetary damages for any act or omission in the director's
capacity as director, except that Article IX does not eliminate or limit the
liability of a director for (i) breaches of such director's duty of loyalty to
the Company andor its shareholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) transactions from which a director receives an improper benefit, irrespective of whether
or not the benefit resulted from an action taken within the scope of the
director's office, (iv) acts or omissions for which liability is specifically
provided for by statute and (v) acts relating to unlawful stock repurchases or
payments of dividends.
Article IX also provides that any subsequent amendments to Texas statutes
that further limit the liability of directors will inure to the benefit of the
directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Company existing at the time of the repeal or modification.
If the Company uses underwriters to sell debt securities offered hereby, the
underwriting agreement to be entered into in connection with the offering of
the debt securities, will provide that the Underwriters shall indemnify the
Company, its directors and certain officers of the Company against liabilities
resulting from information furnished by or on behalf of the Underwriters
specifically for use in the Registration Statement.
See "Item 17. Undertakings" for a description of the Commission'sSEC's position
regarding such indemnification provisions.
ItemITEM 16. Exhibits.EXHIBITS.
See Index to Exhibits at page II-5.II-4.
II-1
ItemITEM 17. Undertakings.UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however,PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on September 2, 1999.
RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
-----------------------------------
R. Steve Letbetter,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R. Steve Letbetter, Don D. Jordan, Lee W.
Hogan, Stephen W. Naeve, Robert Harvey and Hugh Rice Kelly, and each of them
severally, his true and lawful attorney or attorneys-in-fact and agents, with
full power to act with or without the others and with full power of
substitution and resubstitution, to execute in his name, place and stead, in
any and all capacities, any or all amendments (including pre-effective and
post-effective amendments) to this Registration Statement and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents and each
of them full power and authority, to do and perform in the name and on behalf
of the undersigned, in any and all capacities, each and every act and thing
necessary or desirable to be done in and about the premises, to all intents
and purposes and as fully as they might or could do in person, hereby
ratifying, approving and confirming all that said attorneys-in-fact and agents
or their substitutes may lawfully do or cause to be done by virtue hereof.7, 2001.
RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. STEVE LETBETTER
----------------------------------------------
R. Steve Letbetter
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title DateSIGNATURE TITLE DATE
--------- ----- ----
Chairman, President, Chief
/s/ R. STEVE LETBETTER Executive Officer and
------------------------------------------- Director (Principal Executive September 7, 2001
R. Steve Letbetter President, Chief Executive September 2, 1999
____________________________________ Officer and Director
(R. Steve Letbetter) (Principal Executive Officer and Director)
/s/ StephenSTEPHEN W. NaeveNAEVE Vice Chairman and Chief
September 2, 1999
____________________________________------------------------------------------- Financial Officer (Principal (StephenSeptember 7, 2001
Stephen W. Naeve)Naeve Financial Officer)
/s/ MaryMARY P. RicciardelloRICCIARDELLO Senior Vice President and Chief
------------------------------------------- Accounting Officer (Principal September 2, 1999
____________________________________ Comptroller (Principal
(Mary7, 2001
Mary P. Ricciardello) Accounting Officer)
II-3
Signature Title Date
--------- ----- ----
Director September 2, 1999
____________________________________
(James A. Baker, III)
/s/Ricciardello Accounting Officer)
*
-------------------------------------------
Richard A.E. Balzhiser, Director September 2, 1999
____________________________________
(Richard E. Balzhiser)
/s/ Milton Carroll,
Director September 2, 1999
____________________________________
(Milton Carroll)
/s/ John T. Cater, Director September 2, 1999
____________________________________
(John T. Cater)
/s/ O. Holcombe Crosswell, Director September 2, 1999
____________________________________
(O. Holcombe Crosswell)
/s/7, 2001
Robert J. Cruikshank, Director September 2, 1999
____________________________________
(Robert J. Cruikshank)
/s/ Linnet F. Deily Director September 2, 1999
____________________________________
(Linnet F. Deily)
/s/ Lee W. Hogan Director September 2, 1999
____________________________________
(Lee W. Hogan)
/s/ T. Milton Honea Director September 2, 1999
____________________________________
(T. Milton Honea)and
Laree E. Perez
*By: /s/ Don D. Jordan Chairman of the Board September 2, 1999
____________________________________
(Don D. Jordan)
/s/ Alexander F. Schilt Director September 2, 1999
____________________________________
(Alexander F. Schilt)STEPHEN W. NAEVE
---------------------------------------
Stephen W. Naeve
ATTORNEY-IN-FACT
II-4II-3
INDEX TO EXHIBITS
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Document Description Statement Number Reference
------- -------------------- ------------FILE OR
EXHIBIT REPORT OR REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- --------------------- ----------------------------------------- ---------------------- ------------ ---------
1*3.1* Restated Articles of Incorporation of the Form 10-K for the year 1-3187 3(a)
Company (restated as of Underwriting
Agreement
4.1* Form of Senior Indenture
4.2* Form of Subordinated
Indenture
4.3* Form of Senior Debt
Security (included in
Exhibit 4.1)
4.4* Form of Subordinated Debt
Security (included in
Exhibit 4.2)
5* Opinion of Baker & Botts,
L.L.P.
12.1** Statement RegardingSeptember 1997) ended December 31,
1997
3.2* Amendment to the Company's Restated Form 10-Q for the 1-3187 12
Computation3(b)
Articles of Ratios for quarterly periodIncorporation quarter ended
March 31, 1999
3.3* Amended and Restated Bylaws of the six month periods ended ended June 30,
June 30, 1998 1998
12.2** Statement Regarding Form 10-Q for the 1-3187 12
Computation3
Company (adopted May 3, 2000) quarter ended
March 31, 2000
4.1* Amended and Restated Rights Agreement Registration Statement 333-11329 4(b)(1)
dated August 6, 1997 between the Company on Form S-4
and Chase Bank of Ratios for quarterly period
the six month period ended ended June 30,
June 30, 1999 1999
12.3**Texas, National
Association, as Rights Agent including
form of Statement Regardingof Resolution
Establishing Series of Shares designated
Series A Preference Stock and form of
Rights Agreement
4.2* Amendment No. 1 to Rights Agreement, Form 10-K10-Q for the 1-3187 12
Computation4
dated as of Ratios for yearMay 8, 2000, between the quarter ended
the twelve month periods DecemberCompany and Chase Bank of Texas, National March 31, ended December 31, 1998, 1998
1997, 1996, 19952000
Association, as Rights Agent
4.3* Form of Reliant Energy, Incorporated Registration Statement 333-32353 4.7
Amended and 1994Restated Investor's Choice on Form S-3
Plan
5 Opinion of Baker Botts L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2*23.2 Consent of Baker & Botts L.L.P. (included
in Exhibit 5)
24 Power24** Powers of Attorney (included onin the
signature page II-3 of this registration
statement)
25* Statement of Eligibility of
Trustee on Form T-1
- --------------------------------
* To be filed by amendment or by a report on Form 8-K pursuant to Regulation
S-K, Item 601(b).
** Incorporated hereinhereby by reference as indicated.
II-5** Previously filed.
II-4