-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TwYtnsy6bpHEJmwfYaE3CMf7fI/6GWueHLuiQvsZmvXN9IaREJT99hMA6rQeP5KX 9vaGCDrlb735qXA2YALD4Q== 0000950129-08-003540.txt : 20080618 0000950129-08-003540.hdr.sgml : 20080618 20080618171111 ACCESSION NUMBER: 0000950129-08-003540 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080612 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTERPOINT ENERGY INC CENTRAL INDEX KEY: 0001130310 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 740694415 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31447 FILM NUMBER: 08906278 BUSINESS ADDRESS: STREET 1: 1111 LOUISIANA ST. CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132073000 MAIL ADDRESS: STREET 1: 1111 LOUISIANA ST. CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RELIANT ENERGY REGCO INC DATE OF NAME CHANGE: 20001220 8-K 1 h57735e8vk.htm FORM 8-K - CURRENT REPORT e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2008
 
CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
         
Texas   1-31447   74-0694415
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)
         
1111 Louisiana
    
Houston, Texas
 77002
(Address of principal executive offices)
 (Zip Code)
Registrant’s telephone number, including area code: (713) 207-1111
 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 3.02. Unregistered Sales of Equity Securities
     In April 2008, CenterPoint Energy, Inc. (the “Company”) called for redemption all of its outstanding 3.75% Convertible Senior Notes due 2023 (the “Old Notes”) and 3.75% Convertible Senior Notes, Series B due 2023 (the “New Notes” and, together with the Old Notes, the “Notes”) at a redemption price of $1,000 in cash plus accrued and unpaid interest, including contingent interest, to the redemption date of May 30, 2008, for each $1,000 aggregate principal amount of the Notes. As of the date of the call for redemption, $390.9 million aggregate principal amount of the Notes was outstanding, consisting of $0.7 million aggregate principal amount of Old Notes and $390.2 million aggregate principal amount of New Notes.
     Substantially all of the Notes were submitted for conversion on or prior to May 30, 2008. Of the remaining amount, $56,000 aggregate principal amount of Notes was redeemed and $7,000 aggregate principal amount of Notes was purchased by the Company pursuant to the previously announced offer to purchase for cash any Notes tendered by holders before 12:00 Midnight, New York City time, on Wednesday, May 14, 2008, which offer was made pursuant to the indenture governing the Notes. Each $1,000 principal amount of Old Notes was convertible into 90.7622 shares of the Company’s common stock. Each $1,000 principal amount of New Notes was convertible into $1,000 in cash and a number of shares of the Company’s common stock determined based on the trading price of the common stock over a ten-trading-day period following the later of the submission of the Notes for conversion and the date on which the holder satisfied the conversion requirements of the indenture governing the Notes.
     Subsequent to April 25, 2008, the Company satisfied its conversion obligations with respect to the Notes by delivering to holders (i) total cash in an amount equal to approximately $354 million and (ii) a total of 11,048,469 shares of the Company’s common stock as described below:
                         
                    Number of Shares
Securities   Conversion Notice   Settlement Date   Principal Amount   of Common Stock
Cenverted*   Date   of Conversion**   of Notes Converted   Issued
New Notes
   April 7, 2008   April 29, 2008   $ 1,000       24  
New Notes
   April 23, 2008   May 15, 2008     2,000       49  
New Notes
   April 28, 2008   May 20, 2008     12,000       295  
Old Notes
   May 21, 2008   May 29, 2008     250,000       22,690  
Old Notes
   May 30, 2008   June 6, 2008     396,000       35,940  
New Notes
   May 15, 2008   June 9, 2008     500,000       15,094  
New Notes
   May 16, 2008   June 10, 2008     76,744,000       2,340,091  
New Notes
   May 19, 2008   June 11, 2008     10,378,000       319,970  
New Notes
   May 20, 2008   June 12, 2008     253,680,000       7,922,753  
New Notes
   May 21, 2008   June 13, 2008     700,000       21,943  
New Notes
   May 22, 2008   June 16, 2008     1,500,000       47,328  
New Notes
   May 27, 2008   June 18, 2008     10,242,000       322,292  
TOTAL
           $ 354,405,000       11,048,469  
 
                        
 
*   Old Notes are settled entirely through the issuance of shares except for a payment of cash in lieu of fractional shares. New Notes are settled through the issuance of shares and payment of cash in an amount equal to the principal amount of such New Notes and cash in lieu of fractional shares.
 
**   Information regarding the Company’s satisfaction of its conversion obligations with respect to the Notes on and prior to April 25, 2008 has been previously reported.
     The shares of the Company’s common stock were issued solely to former holders of the Notes upon conversion of the Notes pursuant to the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933, as amended. This exemption is available to the Company because the shares of the Company’s common stock were exchanged by the Company with its existing security holders exclusively where no commission or other remunerations was paid or given directly or indirectly for soliciting such an exchange.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CENTERPOINT ENERGY, INC.
 		  
Date: June 18, 2008  By:   /s/ Walter L. Fitzgerald    
    Walter L. Fitzgerald   
    Senior Vice President and
Chief Accounting Officer 		  
 

 

-----END PRIVACY-ENHANCED MESSAGE-----