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): DECEMBER 9, 2004
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CENTERPOINT ENERGY, INC.
(Exact name of registrant as specified in its charter)
TEXAS 1-31447 74-0694415
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 207-1111
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.03 MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS.
SUPPLEMENTAL INDENTURE
On December 13, 2004, CenterPoint Energy, Inc. ("CenterPoint Energy")
entered into a supplemental indenture ("Supplemental Indenture No. 5") with
JPMorgan Chase Bank, National Association (formerly JPMorgan Chase Bank), as
trustee, with respect to its 2.875% Convertible Senior Notes due 2024 (the
"Convertible Senior Notes"). Supplemental Indenture No. 5 amends certain
provisions of Supplemental Indenture No. 4 dated as of December 17, 2003,
between CenterPoint Energy and JPMorgan Chase Bank, National Association
(formerly JPMorgan Chase Bank), as trustee ("Supplemental Indenture No. 4"), to
the Indenture dated as of May 19, 2003 between CenterPoint Energy and JPMorgan
Chase Bank, National Association (formerly JPMorgan Chase Bank), as trustee (the
"Indenture"), to eliminate CenterPoint's right to settle the conversion of the
Convertible Senior Notes solely in shares of CenterPoint Energy's common stock.
For a complete description of the Convertible Senior Notes, please refer
to (i) the Indenture and (ii) Supplemental Indenture No. 4, each of which has
been filed with the SEC, and (iii) Supplemental Indenture No. 5, which is
attached to this report as Exhibit 4.1.
LETTER AGREEMENT WITH MILTON CARROLL
On December 9, 2004, CenterPoint Energy entered into a letter agreement
with Milton Carroll, CenterPoint Energy's Chairman of the Board, relating to
certain compensation arrangements for Mr. Carroll, the terms of which are set
forth in the letter agreement which is attached to this report as Exhibit 10.1
and incorporated by reference herein. This item is being reported for purposes
of Item 1.01 only.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The exhibits listed below are filed herewith.
(c) Exhibits.
4.1 Supplemental Indenture No. 5 dated as of December 13, 2004
between CenterPoint Energy and JPMorgan Chase Bank, National
Association (formerly JPMorgan Chase Bank), as trustee, to
Indenture dated as of May 19, 2003, between CenterPoint Energy
and JPMorgan Chase Bank, National Association (formerly
JPMorgan Chase Bank), as trustee, as supplemented by
Supplemental Indenture No. 4 dated as of December 17, 2003,
between CenterPoint Energy and JPMorgan Chase Bank, National
Association (formerly JPMorgan Chase Bank), as trustee.
10.1 Letter Agreement dated December 9, 2004 between CenterPoint
Energy and Milton Carroll, Chairman of the Board of
CenterPoint Energy.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTERPOINT ENERGY, INC.
Date: December 13, 2004 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and Chief
Accounting Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4.1 Supplemental Indenture No. 5 dated as of December 13, 2004
between CenterPoint Energy and JPMorgan Chase Bank, National
Association (formerly JPMorgan Chase Bank), as trustee, to
Indenture dated as of May 19, 2003, between CenterPoint Energy
and JPMorgan Chase Bank, National Association (formerly JPMorgan
Chase Bank), as trustee, as supplemented by Supplemental
Indenture No. 4 dated as of December 17, 2003, between
CenterPoint Energy and JPMorgan Chase Bank, National Association
(formerly JPMorgan Chase Bank), as trustee.
10.1 Letter Agreement dated December 9, 2004 between CenterPoint
Energy and Milton Carroll, Chairman of the Board of CenterPoint
Energy.