<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 13, 2000
REGISTRATION NO. 333-49162
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
RELIANT ENERGY RESOURCES CORP.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 4911 76-0511406
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
<TABLE>
<S> <C>
1111 LOUISIANA HUGH RICE KELLY
HOUSTON, TEXAS 77002 EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
(713) 207-3000 AND CORPORATE SECRETARY
(Address, including zip code, and telephone 1111 LOUISIANA
number, including area code, of registrant's HOUSTON, TEXAS 77002
principal executive offices) (713) 207-3000
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
</TABLE>
------------------------
COPIES TO:
<TABLE>
<S> <C>
TIMOTHY S. TAYLOR STEVEN R. LOESHELLE
BAKER BOTTS L.L.P. DEWEY BALLANTINE LLP
910 LOUISIANA, ONE SHELL PLAZA 1301 AVENUE OF THE AMERICAS
HOUSTON, TEXAS 77002-4995 NEW YORK, NEW YORK 10019-6092
(713) 229-1234 (212) 259-8000
</TABLE>
------------------------
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable following the effectiveness of this registration
statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. / /
------------------------
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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 13, 2000
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.
<PAGE>
PROSPECTUS
$325,000,000
RELIANT ENERGY RESOURCES CORP.
OFFER TO EXCHANGE
8.125% NOTES DUE 2005, SERIES B
FOR ALL OUTSTANDING
8.125% NOTES DUE 2005, SERIES A
RELIANT ENERGY RESOURCES CORP.
- We are a wholly owned subsidiary of Reliant Energy, Incorporated. We
conduct our operations primarily in the natural gas industry. Our
operations include gathering, transmission, storage and distribution
services. We also market natural gas and electricity.
- Reliant Energy Resources Corp.
1111 Louisiana
Houston, Texas 77002
(713) 207-3000
THE EXCHANGE OFFER
- The exchange offer will expire at 5:00 p.m., New York City time, ,
2001, unless extended.
- The exchange offer is not conditioned upon any minimum aggregate principal
amount of old notes being tendered.
- We will exchange all old notes that are validly tendered and not validly
withdrawn for an equal principal amount of new notes that we have
registered under the Securities Act of 1933.
- You may withdraw tenders of old notes at any time prior to the expiration
of the exchange offer.
- The exchange of old notes for new notes in the exchange offer will not be
a taxable event for U.S. federal income tax purposes.
THE NEW NOTES
- The new notes will be freely tradeable and will have substantially
identical terms to the old notes.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NEW NOTES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus....................................... 3
Where You Can Find More Information......................... 4
Cautionary Statement Regarding Forward-Looking
Information............................................... 5
Summary..................................................... 6
Private Placement........................................... 11
Use of Proceeds............................................. 11
Selected Financial Information.............................. 12
Ratio of Earnings to Fixed Charges.......................... 13
Reliant Energy Resources Corp............................... 14
The Exchange Offer.......................................... 15
Description of the Notes.................................... 24
Registration Rights......................................... 37
Book-Entry; Delivery and Form............................... 38
Federal Income Tax Consequences............................. 40
Plan of Distribution........................................ 41
Transfer Restrictions on the Old Notes...................... 42
Legal Matters............................................... 42
Experts..................................................... 42
Unaudited Pro Forma Condensed Consolidated Financial
Statements................................................ F-1
</TABLE>
2
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with the
SEC. We are submitting this prospectus to holders of old notes so that they can
consider exchanging the old notes for new notes. You should rely only on the
information contained or incorporated by reference in this prospectus. We have
not authorized anyone to provide you with additional or different information.
If anyone provides you with additional or different information, you should not
rely on it. We are not making an offer to exchange and issue the new notes in
any jurisdiction where the offer or exchange is not permitted. You should assume
that the information contained in this prospectus is accurate only as of the
date on the front cover of this prospectus and that any information we have
incorporated by reference is accurate only as of the date of the document
incorporated by reference.
3
<PAGE>
WHERE 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 site located at
HTTP://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.
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.
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 or information 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 the new notes
is completed:
- our Annual Report on Form 10-K for the fiscal year ended December 31,
1999,
- our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2000, June 30, 2000 and September 30, 2000,
- our Current Report on Form 8-K dated July 27, 2000, and
- our Current Report on Form 8-K dated October 25, 2000.
This prospectus is part of a registration statement we have filed with the
SEC relating to the new notes. 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 the new notes. The registration statement, exhibits and schedules
are also available at the SEC's Public Reference Room or through its Internet
site.
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 Resources Corp.
P.O. Box 2805
Houston, Texas 77252-2805
Attn: Treasurer
(800) 231-6406
4
<PAGE>
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:
- approval and implementation of Reliant Energy's business separation plan,
- the effects of competition,
- national or regional economic conditions,
- industrial, commercial and residential growth in our service territories,
- state and federal legislative and regulatory developments, including
changes in environmental and other laws and regulations to which we are
subject,
- weather variations and other natural phenomena,
- the timing and extent of changes in commodity prices and interest rates,
- the results of financing efforts,
- risks incidental to our foreign operations, including the effects of
fluctuations in foreign currency exchange rates, and
- other factors we discuss in this prospectus and our filings with the SEC.
5
<PAGE>
SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS TO HELP
YOU UNDERSTAND THE TERMS OF THIS EXCHANGE OFFER AND THE NEW NOTES. IT LIKELY
DOES NOT CONTAIN ALL THE INFORMATION THAT IS IMPORTANT TO YOU OR THAT YOU SHOULD
CONSIDER IN MAKING A DECISION TO EXCHANGE OLD NOTES FOR NEW NOTES. TO UNDERSTAND
ALL OF THE TERMS OF THIS EXCHANGE OFFER AND THE NEW NOTES AND TO ATTAIN A MORE
COMPLETE UNDERSTANDING OF OUR BUSINESS AND FINANCIAL SITUATION, YOU SHOULD
CAREFULLY READ THIS ENTIRE PROSPECTUS AND THE INFORMATION WE HAVE INCORPORATED
BY REFERENCE HEREIN.
IN THIS PROSPECTUS, WE REFER TO RELIANT ENERGY RESOURCES CORP. AND ITS
SUBSIDIARIES AS "WE," "US" OR "RESOURCES CORP.," AND TO RELIANT ENERGY,
INCORPORATED AS "RELIANT ENERGY," UNLESS THE CONTEXT CLEARLY INDICATES
OTHERWISE. WE REFER TO OUR 8.125% NOTES DUE 2005, SERIES A AS THE "OLD NOTES,"
AND TO OUR 8.125% NOTES DUE 2005, SERIES B OFFERED HEREBY AS THE "NEW NOTES." WE
COLLECTIVELY REFER TO THE OLD NOTES AND THE NEW NOTES AS THE "NOTES."
RELIANT ENERGY RESOURCES CORP.
We are a wholly owned subsidiary of Reliant Energy. We conduct our
operations primarily in the natural gas industry. Our operations include
gathering, transmission, storage and distribution services. We also market
natural gas and electricity.
Our principal executive offices are located at 1111 Louisiana, Houston,
Texas 77002, and our telephone number at that address is (713) 207-3000.
SUMMARY OF THE EXCHANGE OFFER
On July 6, 2000, we completed a private offering of the old notes. We
received proceeds, after deducting the discount to the initial purchasers, of
$322,364,250 from the sale of the old notes.
In connection with the offering of the old notes, we entered into a
registration rights agreement with the initial purchasers of the old notes in
which we agreed to deliver to you this prospectus and to use our reasonable best
efforts to complete the exchange offer for the old notes by February 1, 2001. In
the exchange offer, you are entitled to exchange your old notes for new notes,
with substantially identical terms, that are registered with the SEC. You should
read the discussion under the headings "--The New Notes" beginning on page 9 and
"Description of the Notes" beginning on page 24 for further information about
the new notes. After the exchange offer is complete, you will no longer be
entitled to any exchange or registration rights for your old notes.
We have summarized the terms of the exchange offer below. You should read
the discussion under the heading "The Exchange Offer" beginning on page 15 for
further information about the exchange offer and resale of the new notes.
<TABLE>
<S> <C>
THE EXCHANGE OFFER........................... We are offering to exchange up to
$325,000,000 principal amount of the new
notes for up to $325,000,000 principal amount
of the old notes. Old notes may only be
exchanged in $1,000 increments.
The terms of the new notes are identical in
all material respects to those of the old
notes except the new notes will not be
subject to transfer restrictions and holders
of new notes will have no registration
rights. Also, the new notes will not contain
provisions for an increase in their stated
interest rate.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Old notes that are not tendered for exchange
will continue to be subject to transfer
restrictions and will not have registration
rights. Therefore, the market for secondary
resales of old notes that are not tendered
for exchange is likely to be minimal.
EXPIRATION DATE.............................. The exchange offer will expire at 5:00 p.m.,
New York City time, on , 2001, or
such later date and time to which we may
extend it. Please read "The Exchange
Offer--Extensions, Delay in Acceptance,
Termination or Amendment" on page 16 for more
information about an extension of the
expiration date.
WITHDRAWAL OF TENDERS........................ You may withdraw your tender of old notes at
any time prior to the expiration date. We
will return to you, without charge, promptly
after the expiration or termination of the
exchange offer any old notes that you
tendered but that were not accepted for
exchange.
CONDITIONS TO THE EXCHANGE OFFER............. We will not be required to accept old notes
for exchange:
- if the exchange offer would be unlawful or
would violate any interpretation of the
staff of the SEC, or
- if any legal action has been instituted or
threatened that would impair our ability
to proceed with the exchange offer.
The exchange offer is not conditioned upon
any minimum aggregate principal amount of old
notes being tendered. Please read "The
Exchange Offer--Conditions to the Exchange
Offer" on page 17 for more information about
the conditions to the exchange offer.
PROCEDURES FOR TENDERING OLD NOTES........... If your old notes are held through The
Depositary Trust Company, or "DTC," and you
wish to participate in the exchange offer,
you may do so through DTC's automated tender
offer program. If you tender under this
program, you will agree to be bound by the
letter of transmittal that we are providing
with this prospectus as though you had signed
the letter of transmittal. By signing or
agreeing to be bound by the letter of
transmittal, you will represent to us that,
among other things:
- any new notes that you receive will be
acquired in the ordinary course of your
business,
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
- you have no arrangement or understanding
with any person to participate in the
distribution of the old notes or the new
notes,
- you are not our "affiliate," as defined in
Rule 405 of the Securities Act, or, if you
are our affiliate, you will comply with
any applicable registration and prospectus
delivery requirements of the Securities
Act,
- if you are not a broker-dealer, you are
not engaged in and do not intend to engage in
the distribution of the new notes, and
- if you are a broker-dealer that will
receive new notes for your own account in
exchange for old notes that you acquired
as a result of market-making activities or
other trading activities, you will deliver
a prospectus in connection with any resale
of such new notes.
SPECIAL PROCEDURES FOR BENEFICIAL OWNERS..... If you own a beneficial interest in old notes
that are registered in the name of a broker,
dealer, commercial bank, trust company or
other nominee and you wish to tender the old
notes in the exchange offer, please contact
the registered holder as soon as possible and
instruct the registered holder to tender on
your behalf and to comply with our
instructions described in this prospectus.
GUARANTEED DELIVERY PROCEDURES............... You must tender your old notes according to
the guaranteed delivery procedures described
in "The Exchange Offer--Guaranteed Delivery
Procedures" on page 21 if any of the
following apply:
- you wish to tender your old notes but they
are not immediately available,
- you cannot deliver your old notes, the
letter of transmittal or any other required
documents to the exchange agent prior to
the expiration date, or
- you cannot comply with the applicable
procedures under DTC's automated tender
offer program prior to the expiration
date.
U.S. FEDERAL INCOME TAX CONSIDERATIONS....... The exchange of old notes for new notes in
the exchange offer will not be a taxable
event for U.S. federal income tax purposes.
Please read "Federal Income Tax Consequences"
on page 40.
USE OF PROCEEDS.............................. We will not receive any cash proceeds from
the issuance of new notes in the exchange
offer.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
REGISTRATION RIGHTS.......................... If we fail to complete the exchange offer as
required by the registration rights
agreement, we may be obligated to pay
additional interest to holders of old notes.
Please read "Registration Rights" beginning
on page 37 for more information regarding
your rights as a holder of old notes.
</TABLE>
THE EXCHANGE AGENT
We have appointed The Chase Manhattan Bank (formerly Chase Bank of Texas,
National Association) as exchange agent for the exchange offer. Please direct
questions and requests for assistance, requests for additional copies of this
prospectus or of the letter of transmittal and requests for the notice of
guaranteed delivery to the exchange agent. If you are not tendering under DTC's
automated tender offer program, you should send the letter of transmittal and
any other required documents to the exchange agent as follows:
THE CHASE MANHATTAN BANK
BY HAND OR COURIER:
The Chase Manhattan Bank
2001 Bryan Street, 9th Floor
Registered Bond Processing Dept.
Dallas, Texas 75201
BY MAIL (REGISTERED OR CERTIFIED MAIL RECOMMENDED):
The Chase Manhattan Bank
P.O. Box 2320
Attn: Registered Bond Processing Dept.
Dallas, Texas 75221-2320
BY FACSIMILE TRANSMISSION (ELIGIBLE INSTITUTIONS ONLY):
(214) 468-6494
Attention: Frank Ivins
CONFIRM BY TELEPHONE:
(214) 468-6464 (Frank Ivins)
THE NEW NOTES
The new notes will be freely tradeable and otherwise substantially identical
to the old notes. The new notes will not have registration rights or provisions
for additional interest. The new notes will evidence the same debt as the old
notes, and the old notes and the new notes will be governed by the same
indenture. The old notes and the new notes will vote together as a single
separate class under the indenture.
<TABLE>
<S> <C>
NOTES OFFERED................................ $325 million principal amount of 8.125% Notes
due 2005, Series B.
INTEREST RATE................................ 8.125% per annum.
MATURITY DATE................................ July 15, 2005.
</TABLE>
9
<PAGE>
<TABLE>
<S> <C>
INTEREST PAYMENT DATES....................... January 15 and July 15 of each year,
commencing January 15, 2001.
OPTIONAL REDEMPTION.......................... At any time upon at least 30 days' notice, we
may redeem some or all of the notes in
principal amounts of $1,000 or any integral
multiple thereof. We will pay a redemption
price equal to the principal amount of new
notes we redeem plus a make-whole premium, if
any, which is described under the heading
"Description of the Notes--Optional
Redemption" beginning on page 25. We will
also pay accrued interest to, but excluding,
the redemption date.
RANKING...................................... The new notes will:
- be unsecured,
- rank equally with all of our other
unsecured and unsubordinated indebtedness,
including the old notes, and
- effectively rank below all of the
liabilities of our subsidiaries.
RESTRICTIVE COVENANTS........................ We will issue the new notes under an
indenture containing restrictive covenants
for your benefit. These covenants, which will
terminate as described under "Description of
the Notes--Restrictive Covenants" beginning
on page 26 initially restrict our ability,
with some exceptions, to:
- incur debt secured by liens, and
- engage in sale/leaseback transactions.
ABSENCE OF PUBLIC MARKETS FOR THE NOTES...... There is no existing market for the new
notes. We cannot provide any assurance about:
- the liquidity of any markets that may
develop for the new notes,
- your ability to sell the new notes, and
- the prices at which you will be able to
sell the new notes.
Future trading prices of the new notes will
depend on many factors, including:
- prevailing interest rates,
- our operating results,
- the ratings of the new notes, and
- the market for similar securities.
The initial purchasers of the old notes have
advised us that they currently intend to make
a market in the new notes we issue in the
exchange offer. Those initial purchasers do
not, however, have any obligation to do so,
and they may discontinue any market-making
activities at any time without any notice. In
addition, we do not intend to apply for
listing of the new notes on any securities
exchange or for quotation of the new notes in
any automated dealer quotation system.
</TABLE>
10
<PAGE>
PRIVATE PLACEMENT
We issued $325 million principal amount of the old notes on July 6, 2000 to
the initial purchasers of those notes and received proceeds, after deducting the
discount to the initial purchasers, equal to 99.189% of the principal amount. We
issued the old notes to the initial purchasers in a transaction exempt from or
not subject to registration under the Securities Act. The initial purchasers
then offered and resold the old notes to qualified institutional buyers,
institutional accredited investors or non-U.S. persons in compliance with
Regulation S under the Securities Act initially at the price of 99.789% of the
principal amount.
We received aggregate net proceeds, before expenses, of approximately
$322.4 million from the sale of the old notes. We used those proceeds for
general corporate purposes, including the repayment or refinancing of our debt
including $200 million of our unsubordinated 7 1/2% Notes due 2000 that matured
on August 1, 2000.
USE OF PROCEEDS
We will not receive any cash proceeds from the issuance of the new notes. In
consideration for issuing the new notes, we will receive in exchange a like
principal amount of old notes. The old notes surrendered in exchange for the new
notes will be retired and canceled and cannot be reissued. Accordingly, issuance
of the new notes will not result in any change in our capitalization.
11
<PAGE>
SELECTED FINANCIAL INFORMATION
The following table sets forth selected financial and operating data for the
years ended December 31, 1999, 1998, 1996 and 1995, for the five months ended
December 31, 1997, for the seven months ended July 31, 1997, for the nine months
ended September 30, 2000 and 1999 and on a pro forma basis for the nine months
ended September 30, 2000 and the year ended December 31, 1999. The selected
financial data set forth below for the nine months ended September 30, 2000 and
1999 and as of September 30, 2000 have been derived from our unaudited
consolidated financial statements and include, in the opinion of management, all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the data for such periods. The pro forma income statement data for the
nine months ended September 30, 2000 and the year ended December 31, 1999 have
been prepared to describe the effects of the proposed transfer of a portion of
our unregulated businesses to subsidiaries of Reliant Energy. This summary is
qualified in its entirety by the detailed information and financial statements
included in the documents we have incorporated into this prospectus by reference
and our unaudited pro forma condensed consolidated financial statements included
elsewhere in this prospectus. Please read "Where You Can Find More Information."
<TABLE>
<CAPTION>
PRO FORMA PRO FORMA
-------------- ------------
NINE MONTHS NINE MONTHS NINE MONTHS YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
2000 1999 2000 1999 1999
-------------- -------------- -------------- ------------ ------------
(THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
Operating Revenues...................... $14,381,921 $7,705,879 $2,826,523 $10,543,545 $3,195,830
Operating Expenses...................... 14,218,327 7,483,025 2,679,468 10,245,862 2,919,606
Operating Income........................ 163,594 222,854 147,055 297,683 276,224
Interest Expense, net................... 100,108 90,231 72,803 119,492 110,469
Distributions on Trust Preferred
Securities............................ 22 261 22 357 357
Other (Income)/Expense, net............. 7,584 (8,604) (9,524) (11,138) (4,033)
Income Tax Expense...................... 41,119 70,569 44,228 88,771 79,823
----------- ---------- ---------- ----------- ----------
Net Income............................ $ 14,761 $ 70,397 $ 39,526 $ 100,201 $ 89,608
=========== ========== ========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
YEAR FIVE MONTHS SEVEN MONTHS YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, JULY 31, DECEMBER 31, DECEMBER 31,
1998 1997 1997 1996 1995
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
(THOUSANDS OF DOLLARS)
Operating Revenues........................ $6,758,412 $2,526,182 $3,313,591 $4,788,462 $2,964,679
Operating Expenses........................ 6,448,107 2,434,282 3,141,295 4,473,996 2,677,374
Operating Income Before Merger Transaction
Costs................................... 310,305 91,900 172,296 314,466 287,305
Merger Transaction Costs.................. 1,144 17,256
Operating Income.......................... 310,305 90,756 155,040 314,466 287,305
Interest Expense, net..................... 111,337 47,490 78,660 132,557 157,959
Distributions on Trust Preferred
Securities.............................. 632 279 6,317 5,842
Other (Income)/Expense, net............... (7,318) (2,243) (7,210) 14,577 8,438
Income Tax Expense........................ 111,830 24,383 31,398 66,352 55,379
Extraordinary (Gain) Loss................. (237) 4,280 52
Preferred Dividends....................... 3,597 7,800
---------- ---------- ---------- ---------- ----------
Net Income Available to Common Stock.... $ 93,824 $ 20,847 $ 46,112 $ 87,261 $ 57,677
========== ========== ========== ========== ==========
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
AS OF
SEPTEMBER 30,
2000
--------------
ACTUAL
--------------
(AMOUNTS IN
MILLIONS)
<S> <C>
CAPITALIZATION AND SHORT-TERM BORROWINGS
Short-term Borrowings..................................... $ 635
Long-term Debt:
Unsubordinated Long-Term Debt (including current
maturities)......................................... 1,469
Convertible Subordinated Debentures................... 93
------
Total Debt.......................................... 2,197
Resources Corp. Obligated Mandatorily Redeemable
Convertible Preferred Securities of Subsidiary Trust
Holding Solely Junior Subordinated Debentures of
Resources Corp........................................ 1
Stockholder's Equity...................................... 2,693
------
Total Capitalization and Short-term Borrowings.......... $4,891
======
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earnings from continuing
operations to fixed charges for each of the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- ----------------------------------------------------
2000 1999 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings from continuing operations to fixed
charges(1)......................................... 1.52 2.41 2.44 2.71 1.87 2.09 1.69
</TABLE>
--------------------------
(1) We do not believe that the ratios for the nine-month periods are necessarily
indicative of the ratios for the twelve-month periods due to the seasonal
nature of our business. The ratios were calculated pursuant to applicable
rules of the SEC.
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RELIANT ENERGY RESOURCES CORP.
We are a wholly owned subsidiary of Reliant Energy. We conduct our
operations primarily in the natural gas industry. Our operations include
gathering, transmission, storage and distribution services. We also market
natural gas and electricity. Our operations are currently organized into three
operating units:
- natural gas distribution,
- interstate pipelines, and
- wholesale energy trading, marketing and risk management.
NATURAL GAS DISTRIBUTION. We conduct our natural gas distribution
operations through three unincorporated divisions, Reliant Energy Arkla, Reliant
Energy Entex and Reliant Energy Minnegasco. Our operations consist of intrastate
natural gas sales to, and natural gas transportation for, residential,
commercial and industrial customers in Arkansas, Louisiana, Minnesota,
Mississippi, Oklahoma and Texas. These operations are regulated as gas utility
operations in the jurisdictions served by these divisions.
INTERSTATE PIPELINES. We provide interstate gas transportation and related
services through two wholly owned subsidiaries, Reliant Energy Gas Transmission
Company, or "REGT," and Mississippi River Transmission Corporation, or "MRT." As
of December 31, 1999, we owned and operated approximately 8,200 miles of
transmission lines and six natural gas storage facilities located across the
south-central United States. We store, transport and deliver natural gas on
behalf of various shippers, primarily to utilities, industrial customers and
third party pipeline interconnects. We also provide pipeline project management
and facility operation services to affiliates and third parties.
WHOLESALE ENERGY TRADING, MARKETING AND RISK MANAGEMENT. This operating
unit markets natural gas and electric power and provides price risk management
services to various energy sector customers. In addition, this operating unit
provides natural gas gathering services and retail energy marketing services. We
conduct our energy marketing and risk management services through a wholly owned
subsidiary, Reliant Energy Services, Inc., or "RES." RES buys, sells and trades
natural gas, electric power, crude oil and refined products, air emissions
regulatory credits, coal and weather derivatives. In addition, RES offers
physical and financial wholesale energy marketing and price risk management
products and services to a variety of customers. These customers include natural
gas distribution companies, electric utilities, municipalities, cooperatives,
power generators, marketers, aggregators and large volume industrial customers.
We conduct our natural gas gathering operations, including related liquids
extraction and marketing activities, through a wholly owned subsidiary, Reliant
Energy Field Services, Inc., or "RFS." As of December 31, 1999, RFS operated
approximately 4,000 miles of gathering pipelines which collect natural gas from
more than 200 separate systems located in major producing fields in Arkansas,
Louisiana, Oklahoma and Texas. In addition, in October 1999, we formed Reliant
Energy Trading & Marketing B.V., or "RETM," a Dutch corporation, in order to
participate in the emerging European energy trading and marketing business.
TRANSFER OF OUR WHOLESALE ENERGY TRADING, MARKETING AND RISK MANAGEMENT
OPERATIONS TO RELIANT RESOURCES, INC. We expect that our wholesale energy
trading, marketing and risk management operations, including RES and RETM, will
be transferred to Reliant Resources, Inc., a wholly owned subsidiary of Reliant
Energy, in the fourth quarter of 2000 or early in 2001. The transfer is
contemplated by Reliant Energy's business separation plan filed earlier this
year with the Texas Public Utility Commission. For more information, please
refer to our Quarterly Reports on Form 10-Q for the quarterly periods ended
June 30, 2000 and September 30, 2000 and to our Current Report on Form 8-K dated
July 27, 2000. Please read "Where You Can Find More Information."
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THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
In connection with the sale of the old notes, we entered into a registration
rights agreement with the initial purchasers of the old notes. In that
agreement, we agreed to file a registration statement relating to an offer to
exchange the old notes for the new notes. We also agreed to use our reasonable
best efforts to complete the exchange offer for the old notes within 210 days
after the issue date of the old notes. We are offering the new notes under this
prospectus in an exchange offer for the old notes to satisfy our obligations
under the registration rights agreement. We refer to our offer to exchange the
new notes for the old notes as the "exchange offer."
RESALE OF NEW NOTES
Based on interpretations of the SEC staff in no action letters issued to
third parties, we believe that each new note issued in the exchange offer may be
offered for resale, resold and otherwise transferred by you without compliance
with the registration and prospectus delivery provisions of the Securities Act
if:
- you are not our affiliate within the meaning of Rule 405 under the
Securities Act,
- you acquire such new notes in the ordinary course of your business, and
- you do not intend to participate in the distribution of new notes.
If you tender your old notes in the exchange offer with the intention of
participating in any manner in a distribution of the new notes, you:
- cannot rely on such interpretations by the SEC staff, and
- must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of
the new notes.
Unless an exemption from registration is otherwise available, the resale by
any securityholder intending to distribute new notes should be covered by an
effective registration statement under the Securities Act containing the selling
securityholder's information required by Item 507 or Item 508, as applicable, of
Regulation S-K under the Securities Act. This prospectus may be used for an
offer to resell, resale or other retransfer of new notes only as specifically
described in this prospectus. Only those broker-dealers that acquired old notes
as a result of market-making activities or other trading activities may
participate in the exchange offer. Each broker-dealer that receives new notes
for its own account in exchange for old notes, where that broker-dealer acquired
such old notes as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new notes. Please read "Plan of Distribution" for more
details regarding the transfer of new notes.
TERMS OF THE EXCHANGE OFFER
Upon the terms and subject to the conditions described in this prospectus
and in the letter of transmittal, we will accept for exchange any old notes
properly tendered and not withdrawn prior to the expiration date of the exchange
offer. We will issue $1,000 principal amount of new notes in exchange for each
$1,000 principal amount of old notes surrendered under the exchange offer. Old
notes may be tendered only in integral multiples of $1,000.
The exchange offer is not conditioned upon any minimum aggregate principal
amount of old notes being tendered for exchange.
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As of the date of this prospectus, $325 million principal amount of old
notes are outstanding. This prospectus and the letter of transmittal are being
sent to all registered holders of old notes. There will be no fixed record date
for determining registered holders of old notes entitled to participate in the
exchange offer.
We intend to conduct the exchange offer in accordance with the provisions of
the registration rights agreement, the applicable requirements of the Securities
Act and the Securities Exchange Act and the rules and regulations of the SEC.
Old notes that are not tendered for exchange in the exchange offer:
- will remain outstanding,
- will continue to accrue interest, and
- will be entitled to the rights and benefits that holders have under the
indenture relating to the notes and the registration rights agreement.
We will be deemed to have accepted for exchange properly tendered old notes
when we have given oral or written notice of the acceptance to the exchange
agent and complied with the applicable provisions of the registration rights
agreement. The exchange agent will act as agent for the tendering holders for
the purposes of receiving the new notes from us.
If you tender old notes in the exchange offer, you will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of old notes. We
will pay all charges and expenses, other than certain applicable taxes described
below, in connection with the exchange offer. It is important that you read
"--Fees and Expenses" for more details about fees and expenses incurred in the
exchange offer.
We will return any old notes that we do not accept for exchange for any
reason without expense to the tendering holder as promptly as practicable after
the expiration or termination of the exchange offer.
EXPIRATION DATE
The exchange offer will expire at 5:00 p.m., New York City time, on
, 2001, unless in our sole discretion we extend it.
EXTENSIONS, DELAY IN ACCEPTANCE, TERMINATION OR AMENDMENT
We expressly reserve the right, at any time or at various times, to extend
the period of time during which the exchange offer is open. We may delay
acceptance for exchange of any old notes by giving oral or written notice of the
extension to their holders. During any such extensions, all old notes you have
previously tendered will remain subject to the exchange offer for that series,
and we may accept them for exchange.
To extend the exchange offer, we will notify the exchange agent orally or in
writing of any extension. We also will make a public announcement of the
extension no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.
If any of the conditions described below under "--Conditions to the Exchange
Offer" have not been satisfied with respect to the exchange offer, we reserve
the right, in our sole discretion:
- to delay accepting for exchange any old notes,
- to extend the exchange offer, or
- to terminate the exchange offer.
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We will give oral or written notice of such delay, extension or termination to
the exchange agent. Subject to the terms of the registration rights agreement,
we also reserve the right to amend the terms of the exchange offer in any
manner.
Any such delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice thereof to the
registered holders of old notes. If we amend the exchange offer in a manner that
we determine to constitute a material change, we will promptly disclose that
amendment by means of a prospectus supplement. We will distribute the supplement
to the registered holders of the old notes. Depending upon the significance of
the amendment and the manner of disclosure to the registered holders, we will
extend the exchange offer if the exchange offer would otherwise expire during
such period.
Without limiting the manner in which we may choose to make public
announcements of any delay in acceptance, extension, termination or amendment of
the exchange offer, we have no obligation to publish, advertise or otherwise
communicate any such public announcement, other than by making a timely release
to an appropriate news agency.
CONDITIONS TO THE EXCHANGE OFFER
Despite any other term of the exchange offer, we will not be required to
accept for exchange, or exchange any new notes for any old notes, and we may
terminate the exchange offer as provided in this prospectus before accepting any
old notes for exchange, if in our reasonable judgment:
- the exchange offer, or the making of any exchange by a holder of old
notes, would violate applicable law or any applicable interpretation of
the staff of the SEC, or
- any action or proceeding has been instituted or threatened in any court or
by or before any governmental agency with respect to the exchange offer
that, in our judgment, would reasonably be expected to impair our ability
to proceed with that exchange offer.
In addition, we will not be obligated to accept for exchange the old notes
of any holder that has not made to us:
- the representations described under "--Procedures for Tendering" and "Plan
of Distribution," and
- such other representations as may be reasonably necessary under applicable
SEC rules, regulations or interpretations to make available to us an
appropriate form for registering the new notes under the Securities Act.
We expressly reserve the right to amend or terminate the exchange offer, and
to reject for exchange any old notes not previously accepted for exchange in the
exchange offer, upon the occurrence of any of the conditions to the exchange
offer specified above. We will give oral or written notice of any extension,
amendment, non-acceptance or termination to the holders of the old notes as
promptly as practicable.
These conditions are for our sole benefit, and we may assert them or waive
them in whole or in part at any time or at various times in our sole discretion.
Our failure at any time to exercise any of these rights will not mean that we
have waived our rights. Each right will be deemed an ongoing right that we may
assert at any time or at various times.
In addition, we will not accept for exchange any old notes tendered, and
will not issue new notes in exchange for any such old notes, if at such time any
stop order has been threatened or is in effect with respect to the registration
statement of which this prospectus constitutes a part or the qualification of
the indenture relating to the notes under the Trust Indenture Act of 1939.
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PROCEDURES FOR TENDERING
HOW TO TENDER GENERALLY
Only a holder of old notes may tender such old notes in the exchange offer.
To tender in the exchange offer, a holder must either (1) comply with the
procedures for physical tender or (2) comply with the automated tender offer
program procedures of The Depository Trust Company, or "DTC," described below.
To complete a physical tender, a holder must:
- complete, sign and date the letter of transmittal or a facsimile of the
letter of transmittal,
- have the signature on the letter of transmittal guaranteed if the letter
of transmittal so requires,
- mail or deliver the letter of transmittal or facsimile to the exchange
agent prior to the expiration date, and
- deliver the old notes to the exchange agent prior to the expiration date
or comply with the guaranteed delivery procedures described below.
To be tendered effectively, the exchange agent must receive any physical
delivery of the letter of transmittal and other required documents at its
address provided above under "Summary--The Exchange Agent" prior to the
expiration date.
To complete a tender through DTC's automated tender offer program, the
exchange agent must receive, prior to the expiration date, a timely confirmation
of book-entry transfer of such old notes into the exchange agent's account at
DTC according to the procedure for book-entry transfer described below or a
properly transmitted agent's message.
The tender by a holder that is not withdrawn prior to the expiration date
and our acceptance of that tender will constitute an agreement between the
holder and us in accordance with the terms and subject to the conditions
described in this prospectus and in the letter of transmittal.
THE METHOD OF DELIVERY OF OLD NOTES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. RATHER
THAN MAIL THESE ITEMS, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY
SERVICE. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE DELIVERY TO
THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD NOT SEND THE LETTER OF
TRANSMITTAL OR OLD NOTES TO US. YOU MAY REQUEST YOUR BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE TO EFFECT THE ABOVE TRANSACTIONS FOR YOU.
HOW TO TENDER IF YOU ARE A BENEFICIAL OWNER
If you beneficially own old notes that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish to
tender those notes, you should contact the registered holder as soon as possible
and instruct the registered holder to tender on your behalf. If you are a
beneficial owner and wish to tender on your own behalf, you must, prior to
completing and executing the letter of transmittal and delivering your old
notes, either:
- make appropriate arrangements to register ownership of the old notes in
your name, or
- obtain a properly completed bond power from the registered holder of your
old notes.
The transfer of registered ownership may take considerable time and may not
be completed prior to the expiration date.
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SIGNATURES AND SIGNATURE GUARANTEES
You must have signatures on a letter of transmittal or a notice of
withdrawal described below under "--Withdrawal of Tenders" guaranteed by an
eligible institution unless the old notes are tendered:
- by a registered holder who has not completed the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the letter of
transmittal, or
- for the account of an eligible institution.
An eligible institution is a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States, or an eligible guarantor institution within the meaning of Rule 17Ad-15
under the Securities Exchange Act, that is a member of one of the recognized
signature guarantee programs identified in the letter of transmittal.
WHEN ENDORSEMENTS OR BOND POWERS ARE NEEDED
If a person other than the registered holder of any old notes signs the
letter of transmittal, the old notes must be endorsed or accompanied by a
properly completed bond power. The registered holder must sign the bond power as
the registered holder's name appears on the old notes. An eligible institution
must guarantee that signature.
If the letter of transmittal or any old notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, or officers
of corporations or others acting in a fiduciary or representative capacity,
those persons should so indicate when signing. Unless we waive this requirement,
they also must submit evidence satisfactory to us of their authority to deliver
the letter of transmittal.
TENDERING THROUGH DTC'S AUTOMATED TENDER OFFER PROGRAM
The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use DTC's automated tender offer
program to tender. Accordingly, participants in the program may, instead of
physically completing and signing the letter of transmittal and delivering it to
the exchange agent, transmit their acceptance of the exchange offer
electronically. They may do so by causing DTC to transfer the old notes to the
exchange agent in accordance with its procedures for transfer. DTC will then
send an agent's message to the exchange agent.
An agent's message is a message transmitted by DTC to and received by the
exchange agent and forming part of the book-entry confirmation, stating that:
- DTC has received an express acknowledgment from a participant in DTC's
automated tender offer program that is tendering old notes that are the
subject of such book-entry confirmation,
- the participant has received and agrees to be bound by the terms of the
letter of transmittal or, in the case of an agent's message relating to
guaranteed delivery, the participant has received and agrees to be bound
by the applicable notice of guaranteed delivery, and
- we may enforce the agreement against such participant.
DETERMINATIONS UNDER THE EXCHANGE OFFER
We will determine in our sole discretion all questions as to the validity,
form, eligibility, time of receipt, acceptance of tendered old notes and
withdrawal of tendered old notes. Our determination will be final and binding.
We reserve the absolute right to reject any old notes not properly tendered or
any
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old notes our acceptance of which, in the opinion of our counsel, might be
unlawful. We also reserve the right to waive any defects, irregularities or
conditions of the exchange offer as to particular old notes. Our interpretation
of the terms and conditions of the exchange offer, including the instructions in
the letter of transmittal, will be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of
old notes must be cured within such time as we determine. Neither we, the
exchange agent nor any other person will be under any duty to give notification
of defects or irregularities with respect to tenders of old notes, nor will we
or those persons incur any liability for failure to give such notification.
Tenders of old notes will not be deemed made until such defects or
irregularities have been cured or waived. Any old notes received by the exchange
agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned to the tendering
holder, unless otherwise provided in the letter of transmittal, as soon as
practicable following the expiration date.
WHEN WE WILL ISSUE NEW NOTES
In all cases, we will issue new notes for old notes that we have accepted
for exchange in the exchange offer only after the exchange agent timely
receives:
- old notes or a timely book-entry confirmation of transfer of such old
notes into the exchange agent's account at DTC, and
- a properly completed and duly executed letter of transmittal and all other
required documents or a properly transmitted agent's message.
RETURN OF OLD NOTES NOT ACCEPTED OR EXCHANGED
If we do not accept any tendered old notes for exchange for any reason
described in the terms and conditions of the exchange offer or if old notes are
submitted for a greater principal amount than the holder desires to exchange, we
will return the unaccepted or non-exchanged old notes without expense to their
tendering holder. In the case of old notes tendered by book-entry transfer into
the exchange agent's account at DTC according to the procedures described below,
such non-exchanged old notes will be credited to an account maintained with DTC.
These actions will occur as promptly as practicable after the expiration or
termination of the exchange offer.
YOUR REPRESENTATIONS TO US
By signing or agreeing to be bound by the letter of transmittal, you will
represent to us that, among other things:
- any new notes you receive will be acquired in the ordinary course of your
business,
- you have no arrangement or understanding with any person to participate in
the distribution of the old notes or the new notes within the meaning of
the Securities Act,
- you are not our affiliate, as defined in Rule 405 under the Securities Act
or, if you are our affiliate, you will comply with the applicable
registration and prospectus delivery requirements of the Securities Act,
- if you are not a broker-dealer, you are not engaged in and do not intend
to engage in the distribution of the new notes, and
- if you are a broker-dealer that will receive new notes for your own
account in exchange for old notes that you acquired as a result of
market-making activities or other trading activities, you will deliver a
prospectus in connection with any resale of such new notes.
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BOOK-ENTRY TRANSFER
The exchange agent will make a request to establish an account with respect
to the old notes at DTC for purposes of the exchange offer promptly after the
date of this prospectus. Any financial institution participating in DTC's system
may make book-entry delivery of old notes by causing DTC to transfer such old
notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. If you are unable to deliver confirmation of the
book-entry tender of your old notes into the exchange agent's account at DTC or
all other documents required by the letter of transmittal to the exchange agent
on or prior to the expiration date, you must tender your old notes according to
the guaranteed delivery procedures described below.
GUARANTEED DELIVERY PROCEDURES
If you wish to tender your old notes but they are not immediately available
or if you cannot deliver your old notes, the letter of transmittal or any other
required documents to the exchange agent or comply with the applicable
procedures under DTC's automated tender offer program prior to the expiration
date, you may tender if:
- the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., a commercial bank or trust company having an office or correspondent
in the United States, or an eligible guarantor institution,
- prior to the expiration date, the exchange agent receives from such member
firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., commercial bank or trust company
having an office or correspondent in the United States, or eligible
guarantor institution either a properly completed and duly executed notice
of guaranteed delivery by facsimile transmission, mail or hand delivery or
a properly transmitted agent's message and notice of guaranteed delivery:
- stating your name and address, the registered number(s) of your old
notes and the principal amount of old notes tendered,
- stating that the tender is being made thereby, and
- guaranteeing that, within three New York Stock Exchange trading days
after the expiration date, the letter of transmittal or facsimile
thereof or agent's message in lieu thereof, together with the old notes
or a book-entry confirmation, and any other documents required by the
letter of transmittal will be deposited by the eligible guarantor
institution with the exchange agent,
- the exchange agent receives such properly completed and executed letter of
transmittal or facsimile or agent's message, as well as all tendered old
notes in proper form for transfer or a book-entry confirmation, and all
other documents required by the letter of transmittal, within three New
York Stock Exchange trading days after the expiration date.
Upon request to the exchange agent, the exchange agent will send a notice of
guaranteed delivery to you if you wish to tender your old notes according to the
guaranteed delivery procedures described above.
WITHDRAWAL OF TENDERS
Except as otherwise provided in this prospectus, you may withdraw your
tender at any time prior to 5:00 p.m., New York City time, on the expiration
date.
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For a withdrawal to be effective:
- the exchange agent must receive a written notice of withdrawal at one of
the addresses listed above under "Summary--The Exchange Agent," or
- the withdrawing holder must comply with the appropriate procedures of
DTC's automated tender offer program.
Any notice of withdrawal must:
- specify the name of the person who tendered the old notes to be withdrawn,
- identify the old notes to be withdrawn, including the registration number
or numbers and the principal amount of such old notes,
- be signed by the person who tendered the old notes in the same manner as
the original signature on the letter of transmittal used to deposit those
old notes or be accompanied by documents of transfer sufficient to permit
the trustee to register the transfer in the name of the person withdrawing
the tender, and
- specify the name in which such old notes are to be registered, if
different from that of the person who tendered the old notes.
If old notes have been tendered under the procedure for book-entry transfer
described above, any notice of withdrawal must specify the name and number of
the account at DTC to be credited with the withdrawn old notes and otherwise
comply with the procedures of DTC.
We will determine all questions as to the validity, form, eligibility and
time of receipt of notice of withdrawal, and our determination shall be final
and binding on all parties. We will deem any old notes so withdrawn not to have
been validly tendered for exchange for purposes of the exchange offer.
Any old notes that have been tendered for exchange but that are not
exchanged for any reason will be returned to their holder without cost to the
holder or, in the case of old notes tendered by book-entry transfer into the
exchange agent's account at DTC according to the procedures described above,
such old notes will be credited to an account maintained with DTC for the old
notes. This return or crediting will take place as soon as practicable after
withdrawal, rejection of tender or termination of the exchange offer. You may
retender properly withdrawn old notes by following one of the procedures
described under "--Procedures for Tendering" above at any time on or prior to
5:00 p.m., New York City time, on the expiration date.
FEES AND EXPENSES
We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, we may make additional solicitation by
facsimile, email, telephone or in person by our officers and regular employees
and those of our affiliates.
We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to broker-dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses. We may also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this prospectus, letters of transmittal
and related documents to the beneficial owners of the old notes and in handling
or forwarding tenders for exchange.
We will pay the cash expenses to be incurred in connection with the exchange
offer. They include:
- SEC registration fees for the new notes,
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- fees and expenses of the exchange agent and trustee,
- accounting and legal fees,
- printing costs, and
- related fees and expenses.
TRANSFER TAXES
If you tender your old notes for exchange, you will not be required to pay
any transfer taxes. We will pay all transfer taxes, if any, applicable to the
exchange of old notes in the exchange offer. The tendering holder will, however,
be required to pay any transfer taxes, whether imposed on the registered holder
or any other person, if:
- certificates representing new notes or old notes for principal amounts not
tendered or accepted for exchange are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of old
notes tendered,
- tendered old notes are registered in the name of any person other than the
person signing the letter of transmittal, or
- a transfer tax is imposed for any reason other than the exchange of old
notes for new notes in the exchange offer.
If satisfactory evidence of payment of any transfer taxes payable by a tendering
holder is not submitted with the letter of transmittal, the amount of such
transfer taxes will be billed directly to that tendering holder. The exchange
agent will retain possession of new notes with a face amount equal to the amount
of the transfer taxes due until it receives payment of the taxes.
CONSEQUENCES OF FAILURE TO EXCHANGE
If you do not exchange your old notes for new notes in the exchange offer,
you will remain subject to the existing restrictions on transfer of the old
notes. In general, you may not offer or sell the old notes unless either they
are registered under the Securities Act or the offer or sale is exempt from or
not subject to registration under the Securities Act and applicable state
securities laws. Except as required by the registration rights agreement, we do
not intend to register resales of the old notes under the Securities Act.
The tender of old notes in the exchange offer will reduce the outstanding
principal amount of the old notes. Due to the corresponding reduction in
liquidity, this may have an adverse effect upon, and increase the volatility of,
the market price of any old notes that you continue to hold.
ACCOUNTING TREATMENT
We will amortize our expenses of the exchange offer over the term of the new
notes under generally accepted accounting principles.
OTHER
Participation in the exchange offer is voluntary, and you should carefully
consider whether to accept. You are urged to consult your financial and tax
advisors in making your decision on what action to take. In the future, we may
seek to acquire untendered old notes in open market or privately negotiated
transactions, through subsequent exchange offers or otherwise. We have no
present plan to acquire any old notes that are not tendered in the exchange
offer or to file a registration statement to permit resales of any untendered
old notes, except as required by the registration rights agreement.
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DESCRIPTION OF THE NOTES
We will issue the new notes, and we issued the old notes, under an
indenture, dated as of February 1, 1998, between us and The Chase Manhattan Bank
(formerly Chase Bank of Texas, National Association), as trustee. We sometimes
refer to the old notes and the new notes in this prospectus collectively as the
"notes." The terms of the notes include those set forth in the indenture and
those made a part of the indenture by the Trust Indenture Act of 1939.
The following description is a summary of the material provisions of the
notes and the indenture. This summary is not complete and is qualified in its
entirety by reference to the indenture. For a complete description of the notes,
you should refer to the indenture and the supplemental indenture establishing
the terms of the notes, which we have filed with the SEC. Please read "Where You
Can Find More Information."
We may issue debt securities from time to time in one or more series under
the indenture. There is no limitation on the amount of debt securities we may
issue under the indenture. Our 6 1/2% Debentures due February 1, 2008
($300 million outstanding as of September 30, 2000), our 6 3/8% Term Enhanced
ReMarketable Securities ($500 million outstanding as of September 30, 2000) and
the old notes ($325 million outstanding as of September 30, 2000) are currently
outstanding under the indenture.
The old notes and the new notes will constitute a single series of debt
securities under the indenture. If the exchange offer is consummated, holders of
old notes who do not exchange their old notes for new notes will vote together
with holders of the new notes for all relevant purposes under the indenture.
Accordingly, in determining whether the required holders have given any notice,
consent or waiver or taken any other action permitted under the indenture, any
old notes that remain outstanding after the exchange offer will be aggregated
with the new notes, and the holders of the old notes and the new notes will vote
together as a single series. All references in this prospectus to specified
percentages in aggregate principal amount of the old notes means, at any time
after the exchange offer is consummated, the percentages in aggregate principal
amount of the old notes and the new notes collectively then outstanding.
We have included cross-references in the summary below to refer you to the
section numbers of the indenture we are describing.
RANKING OF THE NEW NOTES
The new notes will:
- be general unsecured obligations,
- rank equally with all of our other unsecured and unsubordinated
indebtedness, including the old notes, and
- effectively rank below all of the liabilities of our subsidiaries.
Subject to the exceptions, and subject to compliance with the applicable
requirements, set forth in the indenture, we may discharge our obligations under
the indenture with respect to the notes as described under "--Defeasance and
Covenant Defeasance."
PRINCIPAL, MATURITY AND INTEREST
The notes will mature on July 15, 2005. The notes are initially limited to
$325,000,000 aggregate principal amount. However, we may issue additional notes
of this series from time to time, without the consent of the holders of the
notes.
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Interest on the notes will:
- accrue at the rate of 8.125% per year,
- be payable semiannually in arrears on each January 15 and July 15,
- be payable to the person in whose name the notes are registered at the
close of business on the relevant January 1 and July 1 preceding the
applicable interest payment date, which we refer to as "regular record
dates,"
- be computed on the basis of a 360-day year comprised of twelve 30-day
months, and
- be payable on overdue interest to the extent permitted by law at the same
rate as interest is payable on principal.
If any interest payment date, the maturity date or any redemption date falls on
a day that is not a business day, the payment will be made on the next business
day with the same force and effect as if made on the relevant interest payment
date, maturity date or redemption date. Unless we default on a payment, no
interest will accrue for the period from and after the applicable maturity or
redemption date.
OPTIONAL REDEMPTION
We may redeem the notes, in whole or in part, at our option exercisable at
any time from time to time upon not less than 30 and not more than 60 days'
notice as provided in the indenture, on any date prior to their maturity at a
redemption price equal to:
- 100% of the principal amount of the notes redeemed, plus
- accrued and unpaid interest thereon, if any, to, but excluding, the
redemption date, plus
- the make-whole premium described below, if any.
The redemption price will never be less than 100% of the principal amount of the
relevant notes plus accrued and unpaid interest thereon, if any, to the
redemption date.
The amount of the make-whole premium with respect to any note to be redeemed
will be equal to the excess, if any, of:
(1) the sum of the present values, calculated as of the redemption date, of:
- each interest payment that, but for such redemption, would have been
payable on the note or portion thereof being redeemed on each interest
payment date occurring after the redemption date (excluding any accrued
and unpaid interest for the period prior to the redemption date), and
- the principal amount that, but for such redemption, would have been
payable at the final maturity of the note being redeemed, over
(2) the principal amount of the note being redeemed.
The present values of interest and principal payments referred to in
clause (1) above will be determined in accordance with generally accepted
principles of financial analysis. These present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
redemption date at a discount rate equal to the comparable treasury yield (as
defined below) plus 25 basis points.
The make-whole premium will be calculated by an independent investment
banking institution of national standing appointed by us. If we fail to appoint
an independent investment banking institution at least 45 days prior to the
redemption date, or if the independent investment banking institution we
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appoint is unwilling or unable to calculate the make-whole premium, the
calculation will be made by Banc of America Securities LLC. If Banc of America
Securities LLC is unwilling or unable to make the calculation, we will appoint
an independent investment banking institution of national standing to make the
calculation.
For purposes of determining the make-whole premium, "comparable treasury
yield" means a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury Securities that have a constant maturity that
corresponds to the remaining term to maturity of the notes, calculated to the
nearest 1/12th of a year. The comparable treasury yield will be determined as of
the third business day immediately preceding the applicable redemption date.
The weekly average yields of United States Treasury Securities will be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release. If this statistical release sets forth a weekly
average yield for United States Treasury Securities having a constant maturity
that is the same as the remaining term calculated as set forth above, then the
comparable treasury yield will be equal to such weekly average yield. In all
other cases, the comparable treasury yield will be calculated by interpolation,
on a straight-line basis, between the weekly average yields on the United States
Treasury Securities that have a constant maturity closest to and greater than
the remaining term and the United States Treasury Securities that have a
constant maturity closest to and less than the remaining term (in each case as
set forth in the H.15 statistical release or any successor release). Any weekly
average yields calculated by interpolation will be rounded to the nearest
1/100th of 1%, with any figure of 1/200th of 1% or above being rounded upward.
If weekly average yields for United States Treasury Securities are not available
in the H.15 statistical release or otherwise, then the comparable treasury yield
will be calculated by interpolation of comparable rates selected by an
independent investment banking institution selected in the manner described in
the second preceding paragraph.
If we redeem the notes in part, the trustee will select the notes for
redemption on a pro rata basis, by lot or by such other method as the trustee in
its sole discretion deems fair and appropriate. We will only redeem notes in
multiples of $1,000 in original principal amount. If any note is to be redeemed
in part only, the notice of redemption will state the portion of the principal
amount to be redeemed. A new note in principal amount equal to the unredeemed
portion of the original note will be issued upon the cancellation of the
original note.
SINKING FUND
We are not obligated to make mandatory redemption or sinking fund payments
with respect to the notes.
RESTRICTIVE COVENANTS
The indenture does not limit the amount of indebtedness or other obligations
that we may incur and does not contain provisions that would give holders of the
notes the right to require us to repurchase their notes in the event of a change
in control of us, or in the event we enter into one or more highly leveraged
transactions, regardless of whether a rating decline results therefrom, or in
the event we dispose of one or more of our business units, nor are any such
events deemed to be events of default under the terms of the indenture.
The indenture contains certain covenants for the benefit of the holders of
the notes which we have summarized below and refer to as the "restrictive
covenants." The restrictive covenants are applicable to the notes; provided,
however, that the restrictive covenants will terminate pursuant to the
termination provision of the indenture and will no longer be applicable to the
notes on and after the
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date, which we refer to as the "termination date," on which there remains
outstanding, in the aggregate, no more than $200 million in principal amount of
our:
- Medium-Term Notes, Series A and B due through 2001 ($165.6 million
outstanding as of September 30, 2000),
- 8.90% Debentures due 2006 ($145.1 million outstanding as of September 30,
2000), and
- long-term indebtedness (but excluding for this purpose any long-term
indebtedness incurred pursuant to any revolving credit facility, letter of
credit facility or other similar bank credit facility) issued subsequent
to the notes and prior to the termination date containing covenants
substantially similar to the restrictive covenants but not containing the
termination provision described above.
We collectively refer to the debt described above as the "Resources Corp.
Long-Term Indebtedness."
Each issue of Resources Corp. Long-Term Indebtedness has covenants similar
to the restrictive covenants summarized below. Various agreements governing some
of our short-term indebtedness, including our revolving credit facility, contain
provisions limiting our ability to encumber our property or the property of our
subsidiaries and to effect sale and leaseback transactions that differ from the
restrictive covenants. As of September 30, 2000, approximately $310.7 million
aggregate principal amount of Resources Corp. Long-Term Indebtedness was
outstanding. We currently expect the termination date to occur in the second
quarter of 2001.
LIMITATIONS ON LIENS. We will not, and we will not permit any restricted
subsidiary (as defined below) to, pledge, mortgage or hypothecate, or permit to
exist, except in our favor or in favor of any restricted subsidiary, any
mortgage, pledge, lien or other encumbrance, which we collectively refer to as a
"lien" or "liens," upon any principal property (as defined below) at any time
owned by us or by a restricted subsidiary, to secure any indebtedness (as
defined below), unless effective provision is made whereby outstanding notes
will be secured equally and ratably therewith (or prior thereto), and with any
other indebtedness similarly entitled to be equally and ratably secured. This
restriction will not apply to or prevent the creation or existence of:
- liens on any property held or used by us or a restricted subsidiary in
connection with the exploration for, development of or production of, oil,
gas, natural gas (including liquefied gas and storage gas), other
hydrocarbons, helium, coal, metals, minerals, steam, timber, geothermal or
other natural resources or synthetic fuels, such properties to include,
but not be limited to, our or a restricted subsidiary's interest in any
mineral fee interests, oil, gas or other mineral leases, royalty,
overriding royalty or net profits interests, production payments and other
similar interests, wellhead production equipment, tanks, field gathering
lines, leasehold or field separation and processing facilities,
compression facilities and other similar personal property and fixtures,
- liens on oil, gas, natural gas (including liquified gas and storage gas),
other hydrocarbons, helium, coal, metals, minerals, steam, timber,
geothermal or other natural resources or synthetic fuels produced or
recovered from any property, an interest in which is owned or leased by us
or a restricted subsidiary,
- liens (or certain extensions, renewals or refundings thereof) upon any
property acquired, constructed or improved before or after the date of the
indenture, created at the time of acquisition or within one year
thereafter to secure all or a portion of the purchase price thereof or the
cost of construction or improvement, or existing thereon at the date of
acquisition, provided that every such mortgage, pledge, lien or
encumbrance applies only to the property so acquired or constructed and
fixed improvements thereon,
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- liens upon any property acquired by any corporation that is or becomes a
restricted subsidiary after the date of the indenture, each of which we
refer to as an "acquired entity," provided that every such mortgage,
pledge, lien or encumbrance:
- will either:
- exist prior to the time the acquired entity becomes a restricted
subsidiary, or
- be created at the time the acquired entity becomes a restricted
subsidiary or within one year thereafter to secure payment of the
acquisition price thereof, and
- will only apply to those properties owned by the acquired entity at the
time it becomes a restricted subsidiary or thereafter acquired by it from
sources other than us or any other restricted subsidiary,
- pledges of current assets, in the ordinary course of business, to secure
current liabilities,
- deposits to secure public or statutory obligations,
- liens upon any office, data processing or transportation equipment,
- liens created or assumed in connection with the issuance of debt
securities, the interest on which is excludable from gross income of the
holder of such security pursuant to the Internal Revenue Code, for the
purpose of financing the acquisition or construction of property to be
used by us or a restricted subsidiary,
- pledges or assignments of accounts receivable or conditional sales
contracts or chattel mortgages and evidence of indebtedness secured
thereby, received in connection with the sale of goods or merchandise to
customers,
- certain liens for taxes, judgments and attachments, or
- other liens specified in the indenture.
Notwithstanding the foregoing, we or a restricted subsidiary may issue,
assume or guarantee indebtedness secured by a mortgage which would otherwise be
subject to the foregoing restrictions in an aggregate amount which, together
with all of our other indebtedness or indebtedness of a restricted subsidiary
secured by a mortgage which (if originally issued, assumed or guaranteed at such
time) would otherwise be subject to the foregoing restrictions (not including
secured indebtedness permitted under the foregoing exceptions) and the value of
all sale and leaseback transactions (as defined below) existing at such time
(other than sale and leaseback transactions in which the property involved would
have been permitted to be mortgaged under the third or fourth bullet points
above), does not at the time such indebtedness is incurred exceed 5% of
consolidated net tangible assets (as defined below), as shown on our most recent
audited consolidated balance sheet preceding the date of determination.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. We will not, and we will not
permit any restricted subsidiary to, engage in a sale and leaseback transaction
unless the net proceeds of such sale are at least equal to the fair value of
such principal property (as determined by our board of directors) and either:
- we or such restricted subsidiary would be entitled under the indenture to
incur indebtedness secured by a lien on the principal property to be
leased without equally and ratably securing the notes pursuant to the
exceptions provided in the third and fourth bullet points of the second
sentence of "--Limitation on Liens" above, or
- we apply an amount not less than the fair value of such property:
- to the retirement of certain of our long-term indebtedness or long-term
indebtedness of a restricted subsidiary, or
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- to the purchase at not more than the fair value of principal property
(other than that involved in such sale and leaseback transaction).
DEFINED TERMS
"Consolidated net tangible assets" means the total amount of our assets,
including the assets of our subsidiaries less, without duplication:
- total current liabilities (excluding indebtedness due within 12 months),
- all reserves for depreciation and other asset valuation reserves, but
excluding reserves for deferred federal income taxes,
- all intangible assets such as goodwill, trademarks, trade names, patents
and unamortized debt discount and expense carried as an asset, and
- all appropriate adjustments on account of minority interests of other
persons holding common stock of any of our subsidiaries, all as reflected
in our most recent audited consolidated balance sheet preceding the date
of such determination.
"Indebtedness," as applied to us or any subsidiary, means bonds, debentures,
notes and other instruments representing obligations created or assumed by us or
any such subsidiary:
- for money borrowed, other than unamortized debt discount or premium,
- evidenced by a note or similar instrument given in connection with the
acquisition of any business, properties or assets of any kind,
- as lessee under leases required to be capitalized on the balance sheet of
the lessee under generally accepted accounting principles, and
- any amendments, renewals, extensions, modifications and refundings of any
such indebtedness or obligation listed in the three immediately preceding
bullet points.
All indebtedness secured by a lien upon property owned by us or any subsidiary
and upon which indebtedness any such corporation customarily pays interest,
although any such corporation has not assumed or become liable for the payment
of such indebtedness, is also deemed to be indebtedness of any such corporation.
All indebtedness for borrowed money incurred by other persons which is directly
guaranteed as to payment of principal by us or any subsidiary will for all
purposes of the indenture be deemed to be indebtedness of any such corporation,
but no other contingent obligation of any such corporation in respect of
indebtedness incurred by other persons shall for any purpose be deemed
indebtedness of such corporation. Indebtedness of us or any subsidiary does not
include:
- amounts which are payable only out of all or a portion of the oil, gas,
natural gas, helium, coal, metals, minerals, steam, timber, hydrocarbons,
or geothermal or other natural resources produced, derived or extracted
from properties owned or developed by such corporation,
- any indebtedness incurred to finance oil, gas, natural gas, helium, coal,
metals, minerals, steam, timber, hydrocarbons, or geothermal or other
natural resources or synthetic fuel exploration or development, payable,
with respect to principal and interest, solely out of the proceeds of oil,
gas, natural gas, helium, coal, metals, minerals, steam, timber,
hydrocarbons, or geothermal or other natural resources or synthetic fuel
to be produced, sold and/or delivered by us or any subsidiary,
- indirect guarantees or other contingent obligations in connection with the
indebtedness of others, including agreements, contingent or otherwise,
with such other persons or with third persons with respect to, or to
permit or ensure the payment of, obligations of such other persons,
including, without limitation, agreements to advance or supply funds to or
to invest in such other persons, or agreements to pay for property,
products or services of such other
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persons (whether or not conferred, delivered or rendered), and any demand
charge, throughput, take-or-pay, keep-well, make-whole, cash deficiency,
maintenance of working capital or earnings or similar agreements, and
- any guarantees with respect to lease or other similar periodic payments to
be made by other persons.
"Principal property" means any natural gas distribution property, natural
gas pipeline or gas processing plant located in the United States, except any
such property that in the opinion of our board of directors is not of material
importance to the total business conducted by us and our consolidated
subsidiaries. "Principal property" shall not include any oil or gas property or
the production or proceeds of production from an oil or gas producing property
or the production or any proceeds of production of gas processing plants or oil
or gas or petroleum products in any pipeline or storage field.
"Restricted subsidiary" means any subsidiary which owns a principal
property. "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by us or by one or more
other subsidiaries, or by us and one or more other subsidiaries. "Voting stock"
means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.
"Sale and leaseback transaction" means any arrangement entered into by us or
any restricted subsidiary with any person providing for the leasing to us or any
restricted subsidiary of any principal property (except for temporary leases for
a term, including any renewal thereof, of not more than three years and except
for leases between us and a restricted subsidiary or between restricted
subsidiaries), which principal property has been or is to be sold or transferred
by us or such restricted subsidiary to such person.
PAYMENT AND PAYING AGENTS
We will pay interest on the notes to the persons in whose names the notes
are registered at the close of business on the regular record date for each
interest payment. However, we will pay the interest payable on the notes at
their stated maturity to the persons to whom we pay the principal amount of the
notes. The initial payment of interest on the notes will be payable on
January 15, 2001. (Section 307)
We will pay principal, premium, if any, and interest on the notes 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 have designated the trustee as the sole paying agent for the notes. 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 notes at all times. (Sections 307 and 1002)
Any money deposited with the trustee or any paying agent for the payment of
principal, premium, if any, and interest on the notes 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 trustee and any
paying agents will not be liable for those payments after we have been repaid.
(Section 1003)
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CONSOLIDATION, MERGER AND SALE OF ASSETS
Under the indenture, 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 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 notes and
the 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 indenture. (Section 801)
EVENTS OF DEFAULT
Each of the following will be an event of default under the indenture with
respect to the notes:
- our failure to pay the principal of or premium, if any, on the notes when
due,
- our failure to pay any interest on the notes for 30 days,
- 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 our debt securities issued under the indenture, for 90 days
after either the trustee or holders of at least 25% in principal amount of
the outstanding notes have given us written notice of the breach in the
manner required by the indenture, and
- specified events involving bankruptcy, insolvency or reorganization,
provided, however, that no event described in the third or fourth 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 notes generally, us or the
indenture. (Section 501)
If an event of default for the notes occurs and is continuing, either the
trustee or the holders of at least 25% in principal amount of the outstanding
notes may declare the principal amount of the notes due and immediately payable.
In order to declare the principal amount of the notes 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 notes.
This right does not apply if:
- an event of default described in the fourth bullet point above occurs, or
- an event of default in the third bullet point above that applies to all
outstanding debt securities issued under the indenture 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 under the indenture, treated as one class, may declare the principal
amount of all of the debt securities then
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outstanding to be due and payable immediately. In order to declare the principal
amount of all of the debt securities then outstanding 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 all of the debt securities,
including the notes, then outstanding under the indenture.
After any declaration of acceleration of the notes, but before a judgment or
decree for payment, the holders of a majority in principal amount of the notes
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 "--Modification and
Waiver" 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 of the notes, unless the
holders offer reasonable indemnity to the trustee. (Section 603) The holders of
a majority in principal amount of the outstanding notes 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, 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 the notes may only pursue a remedy under the indenture if:
- the holder has previously given the trustee written notice of a continuing
event of default for the notes,
- holders of at least 25% in principal amount of the outstanding notes have
made a written request to the trustee to pursue that remedy,
- the holder has offered reasonable indemnity to the trustee,
- the trustee fails to pursue that remedy within 60 days after receipt of
the request, and
- during that 60-day period, the holders of a majority in principal amount
of the notes do not give the trustee a direction inconsistent with the
request. (Section 507)
However, these limitations do not apply to a suit by a holder of the notes
demanding payment of the principal, premium, if any, or interest on a note on or
after the date the payment is due. (Section 508)
We 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)
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MODIFICATION AND WAIVER
We may enter into one or more supplemental indentures with the trustee
without the consent of the holders of the notes in order to:
- evidence the succession of a successor person 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 issued under the
indenture,
- add or change any provisions of the indenture to the extent necessary to
issue notes 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)
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, including
the notes, 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, treated 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,
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- 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 decreases 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 is secured in a manner adverse to the holders of the debt
securities. (Section 902)
Holders of a majority in principal amount of the outstanding notes may waive
past defaults or compliance with restrictive provisions of the indenture.
However, the consent of holders of each outstanding note 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 note.
(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
- 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.
An "original issue discount security" means a debt security issued under the
indenture which provides for an amount less than the principal amount thereof to
be due and payable upon a declaration of acceleration of maturity. 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 notes 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 of outstanding notes. If a record date is set for any action
to be taken by holders, the action
34
<PAGE>
may be taken only by persons who are holders of outstanding notes on the record
date. To be effective, the action must be taken by holders of the requisite
principal amount of notes within a specified period following the record date.
For any particular record date, this period will be 180 days or such shorter
period as 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)
DEFEASANCE AND COVENANT DEFEASANCE
DEFEASANCE AND DISCHARGE. We will be discharged from all of our obligations
with respect to the notes, except for certain obligations to exchange or
register the transfer of notes, to replace stolen, lost or mutilated notes, to
maintain paying agencies and to hold moneys for payment in trust, upon the
deposit in trust for the benefit of the holders of the notes 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 notes on the stated maturity of the notes in accordance with the terms of
the indenture and the notes. 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 notes will not
recognize gain or loss for federal income tax purposes as a result of such
deposit, defeasance and discharge and will be subject to federal income tax on
the same amount, in the same manner 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. In certain circumstances, we may omit to
comply with specified restrictive covenants, including those described under
"--Restrictive Covenants" and "--Consolidation, Merger and Sale of Assets" and,
that in those circumstances the occurrence of certain events of default, which
are described in the third bullet point under "--Events of Default" above, with
respect to such restrictive covenants, will be deemed not to be or result in an
event of default, in each case with respect to the notes. We, in order to
exercise such option, will be required to deposit, in trust for the benefit of
the holders of the notes, 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 notes on the stated maturity of
the notes in accordance with the terms of the indenture and the notes. We will
also be required, among other things, to deliver to the trustee an opinion of
counsel to the effect that holders of the notes 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 tax on the same
amount, in the same 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 notes and the notes were declared due and payable
because 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 notes at the time of their respective stated maturities, but might
not be sufficient to pay amounts due on such notes upon any acceleration
resulting from the event of default. In such case, we would remain liable for
those payments. (Sections 1403 and 1404)
FORM, EXCHANGE AND TRANSFER OF THE DEBT SECURITIES
We will issue the notes in registered form, without coupons. We will only
issue notes in denominations of integral multiples of $1,000.
Holders may present notes 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 notes 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
35
<PAGE>
registration of transfer of notes. 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. The trustee will serve as the security
registrar. (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 notes at all times. (Sections 305 and 1002)
In the event we elect to redeem the notes, neither we nor the trustee will
be required to register the transfer or exchange of notes:
- during the period beginning at the opening of business 15 days before the
day we mail the notice of redemption for the notes and ending at the close
of business on the day the notice is mailed, or
- if we have selected the notes for redemption, in whole or in part, except
for the unredeemed portion of the notes. (Section 305)
NOTICES
Holders of the notes 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 note is registered on the applicable
record date as the owner of the note for all purposes, whether or not it is
overdue. (Section 309)
GOVERNING LAW
New York law will govern the indenture and the notes. (Section 112)
REGARDING THE TRUSTEE
The trustee serves as trustee for:
- our 6 1/2% Debentures due February 1, 2008 aggregating $300 million as of
September 30, 2000,
- our 6 3/8% Term Enhanced ReMarketable Securities aggregating $500 million
as of September 30, 2000, and
- the old notes.
In addition, the trustee serves as trustee or fiscal agent for debt securities
of our affiliates aggregating $3.3 billion as of September 30, 2000. We and our
affiliates also maintain depository and other banking relationships with the
trustee. Mr. R. Steve Letbetter, our Chairman, President and Chief Executive
Officer, is a member of the Chase Texas Regional Advisory Board.
Affiliates of the trustee are parties to credit agreements under which we
and our affiliates have bank lines of credit. We and our affiliates maintain
depository and other banking, investment banking, investment management and
trust relationships with affiliates of the trustee.
36
<PAGE>
REGISTRATION RIGHTS
In connection with the issuance of the old notes, we entered into a
registration rights agreement with the initial purchasers of the old notes. This
agreement provides that we will use our reasonable best efforts to:
- file with the SEC a registration statement relating to an exchange offer
of the new notes for the old notes under the Securities Act,
- cause the exchange offer to be consummated within 210 days following the
issue date of the old notes,
- keep the exchange offer open for at least 20 business days after the date
on which notice of the exchange offer is mailed to the registered holders
of the old notes, or longer if required by applicable law, and
- accept for exchange all old notes duly tendered and not validly withdrawn
in the exchange offer.
As promptly as practicable after the exchange offer registration statement
becomes effective, we will offer the holders of old notes who are not prohibited
by any law or policy of the SEC from participating in the exchange offer the
opportunity to exchange their old notes for new notes registered under the
Securities Act that are substantially identical to the old notes, except that
the new notes will not contain terms with respect to transfer restrictions,
registration rights and additional interest.
Under the following circumstances, we will use our reasonable best efforts
to file and to cause to become effective under the Securities Act a shelf
registration statement to cover resales of the old notes by those holders who
provide required information in connection with that shelf registration
statement:
- if any change in law or applicable interpretations by the staff of the SEC
does not permit us to effect the exchange offer as contemplated by the
registration rights agreement,
- if the exchange offer is not consummated within 210 days after the issue
date of the old notes,
- if any initial purchaser of old notes notifies us within 20 business days
following consummation of the exchange offer that:
- it is not permitted by any applicable law or interpretations to
participate in the exchange offer,
- it may not resell the new notes with this prospectus, or
- it is a broker dealer and owns old notes acquired directly from us or
one of our affiliates.
If applicable, we will use our reasonable best efforts to keep such shelf
registration statement effective for a period of up to two years after the issue
date of the old notes. We will have the ability to suspend the availability of
the shelf registration statement in limited circumstances.
If any registration default with respect the old notes occurs, we will
become obligated to pay additional interest on the old notes at the rate of
0.25% per year. This rate will increase by an additional 0.25% per year if we
have not cured the registration default within 90 days. The additional interest
rate will continue until we have cured all registration defaults. In no event
will the rate of additional interest exceed 1.0% per year.
A registration default with respect to the old notes will occur if, among
other things:
- we have not consummated the exchange offer on or prior to 210 days after
the issue date of the old notes, or
37
<PAGE>
- after the exchange offer registration statement or a shelf registration
statement is filed and declared effective, we withdraw the registration
statement or it becomes subject to an effective stop order suspending the
effectiveness of the registration statement and it is not succeeded within
30 days by an amendment thereto or a new registration statement.
If you desire to tender your old notes, you will be required to make to us
the representations described under "The Exchange Offer--Procedures for
Tendering--Your Representations to Us" to participate in the exchange offer. In
addition, we may require you to deliver information that we will use in
connection with the shelf registration statement to have your old notes included
in the shelf registration statement and benefit from the provisions regarding
additional interest described in the preceding paragraphs. If you sell old notes
under the shelf registration statement, you generally will:
- be required to be named as a selling securityholder in the related
prospectus and to deliver a prospectus to purchasers,
- be subject to applicable civil liability provisions under the Securities
Act in connection with those sales, and
- be bound by the provisions of the registration rights agreement applicable
to you.
This description of the registration rights agreement is a summary only. For
more information, you may read the provisions of the agreement, which we have
filed with the SEC. See "Where You Can Find More Information."
BOOK ENTRY; DELIVERY AND FORM
We will issue the new notes in the form of one or more permanent global
notes in definitive, fully registered, book-entry form. The global notes will be
deposited with or on behalf of DTC and registered in the name of Cede & Co., as
nominee of DTC, or will remain in the custody of the trustee in accordance with
the FAST Balance Certificate Agreement between DTC and the trustee. The global
notes will be deposited on behalf of the acquirors of the new notes for credit
to the respective accounts of the acquirors or to such other accounts as they
may direct at DTC. Please read "The Exchange Offer--Book-Entry Transfer."
GLOBAL NOTES
DTC has advised us as follows:
- 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 Securities Exchange
Act of 1934,
- DTC holds securities that its participants deposit with DTC and
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 other organizations,
- DTC is owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange LLC and the National
Association of Securities Dealers, Inc.,
38
<PAGE>
- access to the DTC 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, and
- the rules applicable to DTC and its participants are on file with the SEC.
We have provided the following descriptions of the operations and procedures
of DTC solely for your convenience. These operations and procedures are solely
within the control of DTC and are subject to change by DTC from time to time.
Neither we nor the trustee takes any responsibility for these operations or
procedures, and you are urged to contact DTC or its participants directly to
discuss these matters.
We expect that under procedures established by DTC:
- upon deposit of the global notes with DTC or its custodian, DTC will
credit on its internal system the accounts of direct participants
designated by the exchange agent with portions of the principal amounts of
the global notes,
- ownership of the new notes will be shown on, and the transfer of ownership
thereof will be effected only through, records maintained by DTC or its
nominee, with respect to interests of direct participants, and the records
of direct and indirect participants, with respect to interests of persons
other than participants,
The laws of some jurisdictions may require that purchasers of securities
take physical delivery of those securities in definitive form. Accordingly, the
ability to transfer interests in the new notes represented by a global note to
those persons may be limited. In addition, because DTC can act only on behalf of
its participants, who in turn act on behalf of persons who hold interests
through participants, the ability of a person having an interest in new notes
represented by a global note to pledge or transfer those interests to persons or
entities that do not participate in DTC's system, or otherwise to take actions
in respect of such interest, may be affected by the lack of a physical
definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a global note, DTC
or that nominee will be considered the sole owner or holder of the new notes
represented by that global note for all purposes under the indenture and under
the new notes. Except as provided below, owners of beneficial interests in a
global note:
- will not be entitled to have new notes represented by that global note
registered in their names,
- will not receive or be entitled to receive physical delivery of
certificated notes, and
- will not be considered the owners or holders thereof under the indenture
or under the new notes for any purpose, including with respect to the
giving of any direction, instruction or approval to the trustee.
Accordingly, each holder owning a beneficial interest in a global note must rely
on the procedures of DTC and, if that holder is not a direct or indirect
participant, on the procedures of the participant through which that holder owns
its interest, to exercise any rights of a holder of new notes under the
indenture or the global note.
Neither we nor the trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of new notes by
DTC, or for maintaining, supervising or reviewing any records of DTC relating to
the new notes.
Payments on the new notes represented by the global notes will be made to
DTC or its nominee, as the case may be, as the registered owner thereof. We
expect that DTC or its nominee, upon receipt of any payment on the new notes
represented by a global note, will credit participants' accounts with
39
<PAGE>
payments in amounts proportionate to their respective beneficial interests in
the global note as shown in the records of DTC or its nominee. We also expect
that payments by participants to owners of beneficial interests in the global
note held through such participants will be governed by standing instructions
and customary practice as is now the case with securities held for the accounts
of customers registered in the names of nominees for such customers. The
participants will be responsible for those payments.
Transfers between participants in DTC are expected to be effected in
accordance with DTC rules and settled in immediately available funds.
CERTIFICATED NOTES
We will issue certificated notes to each person that DTC identifies as the
beneficial owner of the new notes represented by the global notes upon surrender
by DTC of the global notes if either:
- we notify the trustee in writing that:
- DTC is no longer willing or able to act as a depositary for the global
notes, or
- DTC ceases to be registered as a clearing agency under the Securities
Exchange Act of 1934, and
in each case, we have not appointed a successor depositary within 90 days
- we determine not to have the new notes represented by a global note, or
- an event of default has occurred and is continuing, and DTC requests the
issuance of certificated notes.
Neither we nor the trustee will be liable for any delay by DTC, its nominee
or any direct or indirect participant in identifying the beneficial owners of
the related new notes. We and the trustee may conclusively rely on, and will be
protected in relying on, instructions from DTC or its nominee for all purposes,
including with respect to the registration and delivery, and the respective
principal amounts, of the new notes to be issued.
FEDERAL INCOME TAX CONSEQUENCES
We have based the following discussion on the current provisions of the
Internal Revenue Code of 1986, applicable Treasury regulations, judicial
authority and administrative rulings and practice. We can give you no assurance
that the Internal Revenue Service will not take a contrary view, and we have not
obtained an opinion of counsel and have not sought and will not seek a ruling
from the IRS. Legislative, judicial or administrative changes or interpretations
may be forthcoming that could alter or modify the statements and conditions
described in this section. These changes or interpretations may be retroactive
and could affect the tax consequences to you. If you are an insurance company,
tax-exempt organization, financial institution, broker-dealer, foreign
corporation or person who is not a citizen or resident of the United States, you
may be subject to special rules we have not discussed. WE RECOMMEND THAT YOU
CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF EXCHANGING
YOUR OLD NOTES FOR NEW NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY
STATE, LOCAL OR FOREIGN TAX LAWS.
We believe that the exchange of old notes for new notes in the exchange
offer will not be treated as an exchange for federal income tax purposes,
because the new notes will not be considered to differ materially in kind or
extent from the old notes. Rather, the new notes you receive should be treated
as a continuation of the old notes in your hands. As a result, there should be
no federal income tax consequences to your exchanging old notes for new notes in
the exchange offer.
40
<PAGE>
PLAN OF DISTRIBUTION
Based on interpretations by the staff of the SEC in no action letters issued
to third parties, we believe that you may transfer new notes issued in the
exchange offer in exchange for old notes if:
- you acquire new notes in the ordinary course of your business, and
- you are not engaged in, and do not intend to engage in, and have no
arrangement or understanding with any person to participate in, a
distribution of new notes.
We believe that you may not transfer new notes issued in the exchange offer
in exchange for old notes if you are:
- our affiliate within the meaning of Rule 405 under the Securities Act,
- a broker-dealer that acquired old notes directly from us, or
- a broker-dealer that acquired old notes as a result of market-making or
other trading activities without compliance with the registration and
prospectus delivery provisions of the Securities Act.
The information described above concerning interpretations of and positions
taken by the SEC staff is not intended to constitute legal advice, and
broker-dealers should consult their own legal advisors with respect to these
matters.
If you wish to exchange your old notes for new notes in the exchange offer,
you will be required to make representations to us as described in "The Exchange
Offer--Procedures for Tendering--Your Representations to Us" of this prospectus
and in the letter of transmittal. In addition, if a broker-dealer receives new
notes for its own account in exchange for old notes that were acquired by it as
a result of market-making activities or other trading activities, it will be
required to acknowledge that it will deliver a prospectus in connection with any
resale by it of such new notes. A broker-dealer may use this prospectus, as we
may amend or supplement it, in connection with these resales. We have agreed
that, for a period of 180 days after the closing date of the exchange offer, we
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.
We will not receive any proceeds from any sale of new notes by
broker-dealers. New notes received by broker-dealers for their own account in
the exchange offer may be sold from time to time in one or more transactions:
- in the over-the-counter market,
- in negotiated transactions,
- through the writing of options on the new notes, or
- a combination of such methods of resale.
The prices at which these sales occur may be:
- at market prices prevailing at the time of resale,
- at prices related to such prevailing market prices, or
- at negotiated prices.
Any such resale may be made directly to purchasers or to or through brokers
or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such new notes.
Any broker-dealer that resells new notes that it received for its own account in
the exchange offer and any broker or dealer that participates in a distribution
of new notes may be deemed to be an underwriter within the meaning of the
Securities Act. Any profit on any resale
41
<PAGE>
of new notes and any commission or concessions received by any such persons may
be deemed to be underwriting compensation. The letter of transmittal states
that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the Securities Act.
For 180 days after the closing of the exchange offer, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests them in the letter of transmittal.
We have agreed to pay all expenses incident to the exchange offer, including the
expenses of counsel for the holders of the old notes, other than commissions or
concessions of any broker-dealer. The initial purchasers of the old notes will
reimburse us for certain of these expenses. We also have agreed to indemnify the
holders of the old notes, including any broker-dealer, against certain
liabilities, including liabilities under the Securities Act.
TRANSFER RESTRICTIONS ON THE OLD NOTES
The old notes were not registered under the Securities Act. Accordingly, we
offered and sold the old notes only in private sales exempt from or not subject
to the registration requirements of the Securities Act:
- to qualified institutional buyers under Rule 144A under the Securities
Act,
- to non-U.S. persons outside the United States in compliance with
Regulation S under the Securities Act, or
- to a limited number of institutional accredited investors.
You may not offer or sell those old notes in the United States or to, or for
the account or benefit of, U.S. persons except in transactions exempt from or
not subject to the Securities Act registration requirements.
LEGAL MATTERS
The validity of the new notes will be passed upon for us by Baker Botts
L.L.P., Houston, Texas.
EXPERTS
Our consolidated financial statements as of December 31, 1999 and 1998, and
for the years ended December 31, 1999 and 1998, the five months ended
December 31, 1997 and the seven months ended July 31, 1997, incorporated in this
prospectus by reference from our Annual Report on Form 10-K for the year ended
December 31, 1999 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.
42
<PAGE>
RELIANT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF RELIANT ENERGY, INCORPORATED)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial
statements of Reliant Energy Resources Corp. and its subsidiaries for the year
ended December 31, 1999 and as of and for the nine months ended September 30,
2000 have been prepared based upon our historical financial statements. The pro
forma financial statements have been prepared to describe the effects of the
proposed transfer of a portion of our unregulated businesses to subsidiaries of
Reliant Energy.
On July 27, 2000, Reliant Energy announced its intention to form a company
to own and operate a substantial portion of its unregulated operations and to
offer approximately 20% of the common stock of this company in an initial public
offering, or "Offering." Reliant Energy expects the Offering to be followed by a
distribution to Reliant Energy's or its successor's shareholders of the
remaining common stock of this company within twelve months after the Offering.
Pursuant to this plan, our stock in Reliant Energy Services, Inc. and its
subsidiaries, Reliant Energy Services International, Inc. and its subsidiary,
Arkla Finance Corporation and Reliant Energy Trading & Marketing, Inc. and its
subsidiary (collectively, Unregulated Resources) will be transferred to
subsidiaries of Reliant Energy.
The unaudited pro forma condensed consolidated financial statements do not
purport to present our actual results of operations as if the transactions
described above had occurred on January 1, 1999 for the unaudited pro forma
condensed statement of operations or September 30, 2000 for the unaudited pro
forma condensed balance sheet nor are they necessarily indicative of our
financial position or results of operations that may be achieved in the future.
The unaudited condensed pro forma financial statements should be read in
conjunction with the audited consolidated financial statements and related notes
and the interim consolidated financial statements and related notes incorporated
by reference herein.
F-1
<PAGE>
RELIANT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF RELIANT ENERGY, INCORPORATED)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
DISTRIBUTION OF
HISTORICAL UNREGULATED PRO FORMA
BALANCE RESOURCES ADJUSTMENTS BALANCE
---------- --------------- ----------- ----------
<S> <C> <C> <C> <C>
Cash and cash equivalents........................... $ 24,373 $ (24,373) $ --
Accounts and notes receivable....................... 1,702,486 (1,116,730) 585,756
Accounts and notes receivable--affiliated
companies, net.................................... $ 24,002(a) 24,002
Price risk management assets........................ 1,917,680 (1,917,680) --
Prepayments and other current assets................ 353,082 (146,008) 207,074
---------- ------------ -------- ----------
Total current assets.............................. 3,997,621 (3,204,791) 24,002 816,832
---------- ------------ -------- ----------
Property, Plant and Equipment--net.................. 3,012,375 (14,312) 2,998,063
---------- ------------ -------- ----------
Goodwill and intangible assets, net................. 1,950,972 (99,864) 1,851,108
Price risk management assets........................ 615,883 (615,883) --
Notes receivable--affiliated companies, net......... 266,669 266,669
Other assets........................................ 354,301 (114,580) 239,721
---------- ------------ -------- ----------
Total other assets................................ 2,921,156 (563,658) 2,357,498
---------- ------------ -------- ----------
Total Assets.................................... $9,931,152 $ (3,782,761) $ 24,002 $6,172,393
========== ============ ======== ==========
Current portion of long-term debt................... $ 168,890 $ -- $ 168,890
Short-term borrowings............................... 635,000 -- 635,000
Accounts payable.................................... 1,252,450 (923,085) 329,365
Accounts and notes payable--affiliated companies,
net............................................... 44,973 (68,975) $ 24,002(a) --
Price risk management liabilities................... 1,880,983 (1,880,983) --
Other............................................... 352,653 (156,748) 195,905
---------- ------------ -------- ----------
Total current liabilities......................... 4,334,949 (3,029,791) 24,002 1,329,160
---------- ------------ -------- ----------
Accumulated deferred income taxes................... 559,463 3,753 563,216
Price risk management liabilities................... 592,658 (592,658) --
Other............................................... 356,794 (25,734) 331,060
---------- ------------ -------- ----------
Total other liabilities........................... 1,508,915 (614,639) 894,276
---------- ------------ -------- ----------
Long-term debt...................................... 1,393,602 -- 1,393,602
---------- ------------ -------- ----------
Resources Obligated Mandatorily Redeemable
Convertible Preferred Securities of Subsidiary
Trust Holding Solely Junior Subordinated
Debentures of Resources........................... 608 -- 608
---------- ------------ -------- ----------
Common stock........................................ 1 -- 1
Paid-in capital..................................... 2,463,831 -- 2,463,831
Retained earnings................................... 229,633 (138,718) 90,915
Accumulated other comprehensive loss................ (387) 387 --
---------- ------------ -------- ----------
Total stockholder's equity........................ 2,693,078 (138,331) 2,554,747
---------- ------------ -------- ----------
Total Liabilities and Stockholder's Equity...... $9,931,152 $ (3,782,761) $ 24,002 $6,172,393
========== ============ ======== ==========
</TABLE>
See note to unaudited pro forma condensed consolidated financial statements
F-2
<PAGE>
RELIANT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF RELIANT ENERGY, INCORPORATED)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
DISTRIBUTION OF
HISTORICAL UNREGULATED PRO FORMA
BALANCE RESOURCES ADJUSTMENTS BALANCE
----------- --------------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues.................................... $14,381,921 $(11,995,429) $440,031(a) $2,826,523
----------- ------------ -------- ----------
Expenses:
Natural gas and purchased power........... 13,419,478 (11,881,126) 436,886(a) 1,975,238
Operation and maintenance................. 397,211 (1,640) 3,145(a) 398,716
General, administrative and development... 157,423 (86,146) 71,277
Depreciation and amortization............. 164,068 (9,530) 154,538
Taxes other than income taxes............. 80,147 (448) 79,699
----------- ------------ -------- ----------
Total................................... 14,218,327 (11,978,890) 440,031 2,679,468
----------- ------------ -------- ----------
Operating Income............................ 163,594 (16,539) 147,055
----------- ------------ -------- ----------
Other Income (Expense):
Interest expense.......................... (99,599) 2,258 (97,341)
Interest income........................... 7,172 (5,470) 1,702
Interest income--affiliates, net.......... 3,409 21,129 24,538
Gain (loss) from investments.............. (26,373) 26,504 131
Distribution on trust preferred
securities.............................. (22) (22)
Other, net................................ 7,699 (8) 7,691
----------- ------------ -------- ----------
Total................................... (107,714) 44,413 (63,301)
----------- ------------ -------- ----------
Income Before Income Taxes.................. 55,880 27,874 83,754
Income Tax Expense.......................... 41,119 3,109 44,228
----------- ------------ -------- ----------
Income from Continuing Operations........... $ 14,761 $ 24,765 $ 39,526
=========== ============ ======== ==========
</TABLE>
See note to unaudited pro forma condensed consolidated financial statements
F-3
<PAGE>
RELIANT ENERGY RESOURCES CORP. AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF RELIANT ENERGY, INCORPORATED)
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
DISTRIBUTION OF
UNREGULATED PRO FORMA
HISTORICAL RESOURCES ADJUSTMENTS BALANCE
----------- --------------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues.................................... $10,543,545 $(7,728,814) $381,099(a) $3,195,830
Expenses:
Natural gas and purchased power........... 9,307,445 (7,641,464) 380,109(a) 2,046,090
Operation and maintenance................. 373,387 990(a) 374,377
General, administrative and development... 263,162 (60,037) 203,125
Depreciation and amortization............. 198,676 (5,022) 193,654
Taxes other than income taxes............. 103,192 (832) 102,360
----------- ----------- -------- ----------
Total................................... 10,245,862 (7,707,355) 381,099 2,919,606
----------- ----------- -------- ----------
Operating Income............................ 297,683 (21,459) 276,224
----------- ----------- -------- ----------
Other Income (Expense):
Interest expense.......................... (119,269) 1,955 (117,314)
Interest income........................... 2,768 (1,118) 1,650
Interest income (expense)--affiliates,
net..................................... 5,878 967 6,845
Distribution on trust preferred
securities.............................. (357) (357)
Other, net................................ 2,269 114 2,383
----------- ----------- -------- ----------
Total................................... (108,711) 1,918 (106,793)
----------- ----------- -------- ----------
Income before Income Taxes.................. 188,972 (19,541) 169,431
Income Tax Expense.......................... 88,771 (8,948) 79,823
----------- ----------- -------- ----------
Income from Continuing Operations........... $ 100,201 $ (10,593) $ 89,608
=========== =========== ======== ==========
</TABLE>
See note to unaudited pro forma condensed consolidated financial statements
F-4
<PAGE>
RELIANT ENERGY RESOURCES CORP. AND SUBSIDIARIES
NOTE TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(a) Represents previously eliminated intercompany transactions due to the
transfer of Unregulated Resources to subsidiaries of Reliant Energy.
F-5
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$325,000,000
RELIANT ENERGY RESOURCES CORP.
OFFER TO EXCHANGE
8.125% NOTES DUE 2005, SERIES B
FOR ALL OUTSTANDING
8.125% NOTES DUE 2005, SERIES A
------------------
PROSPECTUS
, 2000
------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware (the "DGCL") gives
corporations the power to indemnify officers and directors under certain
circumstances.
Article V of the By-Laws of Reliant Energy Resources Corp. (the "Company")
provides for indemnification of officers and directors to the extent permitted
by the DGCL. The Company also has policies insuring its officers and directors
against certain liabilities for action taken in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
Article Ninth of the Company's Certificate of Incorporation adopted the
provision of Delaware law limiting or eliminating the potential monetary
liability of directors to the Company or its stockholders for breaches of a
director's fiduciary duty of care. However, the provision does not limit or
eliminate the liability of a director for disloyalty to the Company or its
stockholders, failing to act in good faith, engaging in intentional misconduct
or a knowing violation of the law, obtaining an improper personal benefit or
paying a dividend or approving a stock repurchase that was illegal under section
174 of the DGCL.
Article Ninth of the Company's Certificate of Incorporation also provides
that if the DGCL is subsequently amended to authorize further limitation or
elimination of the liability of directors, such subsequent limitation or
elimination of director's liability will be automatically implemented without
further stockholder action. Furthermore, repeal or modification of the terms of
Article Ninth will not adversely affect any right or protection of a director
existing at the time of such repeal or modification.
See "Item 22. Undertakings" for a description of the SEC's position
regarding the indemnification of directors and officers for liabilities arising
under the Securities Act.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
The following instruments and documents are included as Exhibits to this
Registration Statement. Exhibits incorporated by reference are indicated below.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT STATEMENT REFERENCE
--------------------- --------------------------------------------- ----------------- ------------ ---------
<C> <S> <C> <C> <C>
**4.1 --Indenture dated as of February 1, 1998 The Company's 1-13265 4.1
between Form 8-K dated
the Company and The Chase Manhattan Bank February 5, 1998
(formerly Chase Bank of Texas, National
Association), as trustee
+4.2 --Supplemental Indenture No. 3, dated as of
July 6, 2000, between the Company and The
Chase Manhattan Bank (formerly Chase Bank
of Texas, National Association)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT STATEMENT REFERENCE
--------------------- --------------------------------------------- ----------------- ------------ ---------
<C> <S> <C> <C> <C>
+4.3 --Registration Rights Agreement dated
July 6,
2000 by and between the Company and Bank of
America Securities LLC, Credit Suisse First
Boston Corporation and Deutsche Bank
Securities Inc. relating to $325 million
principal
amount of the Company's 8.125% Notes due
2005, Series A
+4.4 --Form of the Company's 8.125% Note due 2005,
Series B (included in Exhibit A to Exhibit
4.2)
+5.1 --Opinion of Baker Botts L.L.P.
**12.1 --Statement Regarding Computation of Ratios The Company's 1-13265 12
for Form 10-Q for the
the nine month period ended September 30, quarterly period
1999 ended
September 30,
1999
**12.2 --Statement Regarding Computation of Ratios The Company's 1-13265 12
for Form 10-Q for the
the nine month period ended September 30, quarterly period
2000 ended
September 30,
2000
**12.3 --Statement Regarding Computation of Ratios The Company's 1-13265 12
for Form 10-K for the
the twelve month periods ended year ended
December 31, December 31,
1999, 1998, 1997, 1996 and 1995 1999
*23.1 --Consent of Deloitte & Touche LLP
+23.2 --Consent of Baker Botts L.L.P. (contained in
Exhibit 5.1)
+24.1 --Power of Attorney (included on the
signature
page of the Registration Statement)
+25.1 --Statement of Eligibility and Qualification
under
the Trust Indenture Act of 1939, as
amended, of
The Chase Manhattan Bank (formerly Chase
Bank of Texas, National Association), as
trustee under the Indenture, on Form T-1
+99.1 --Form of Letter of Transmittal
+99.2 --Form of Notice of Guaranteed Delivery
+99.3 --Form of Letter to Depository Trust Company
Participants
+99.4 --Form of Letter to Clients
</TABLE>
------------------------
* Filed herewith.
** Incorporated herein by reference as indicated.
II-2
<PAGE>
+ Previously filed.
(B) FINANCIAL STATEMENT SCHEDULES
Not applicable.
ITEM 22. 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;
(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) under the Securities Act 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, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Securities and Exchange
II-3
<PAGE>
Commission, such indemnification is against public policy as expressed in the
Securities Act 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 and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through the
date of responding to the request.
(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, the State of Texas, on
December 13, 2000.
<TABLE>
<S> <C> <C>
RELIANT ENERGY RESOURCES CORP.
(REGISTRANT)
By: /s/ R. STEVE LETBETTER
-----------------------------------------
R. Steve Letbetter
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this amendment
has been signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ R. STEVE LETBETTER Chairman, President and
------------------------------------------- Chief Executive Officer
R. Steve Letbetter (Principal Executive December 13, 2000
Officer and Principal
Financial Officer)
/s/ MARY P. RICCIARDELLO Senior Vice President
------------------------------------------- (Principal Accounting December 13, 2000
Mary P. Ricciardello Officer)
/s/ STEPHEN W. NAEVE Sole Director
------------------------------------------- December 13, 2000
Stephen W. Naeve
</TABLE>
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT NUMBER REFERENCE
--------------------- --------------------------------------------- ----------------- ------------ ---------
<C> <S> <C> <C> <C>
**4.1 --Indenture dated as of February 1, 1998 The Company's 1-13265 4.1
between the Company and The Chase Manhattan Form 8-K dated
Bank (formerly Chase Bank of Texas, February 5, 1998
National Association), as trustee
+4.2 --Supplemental Indenture No. 3, dated as of
July 6, 2000, between the Company and The
Chase Manhatten Bank (formerly Chase Bank
of Texas, National Association)
+4.3 --Registration Rights Agreement dated
July 6, 2000 by and between the Company
and Bank of America Securities LLC, Credit
Suisse First Boston Corporation and
Deutsche Bank Securities Inc. relating to
$325 million principal amount of the
Company's 8.125% Notes due 2005, Series A
+4.4 --Form of the Company's 8.125% Note due 2005,
Series B (included in Exhibit A to Exhibit
4.2)
+5.1 --Opinion of Baker Botts L.L.P.
**12.1 --Statement Regarding Computation of Ratios The Company's 1-13265 12
for the nine month period ended Form 10-Q for the
September 30, 1999 quarterly period
ended
September 30,
1999
**12.2 --Statement Regarding Computation of Ratios The Company's 1-13265 12
for the nine month period ended Form 10-Q for the
September 30, 2000 quarterly period
ended
September 30,
2000
**12.3 --Statement Regarding Computation of Ratios The Company's 1-13265 12
for Form 10-K for the
the twelve month periods ended year ended
December 31, December 31,
1999, 1998, 1997, 1996 and 1995 1999
*23.1 --Consent of Deloitte & Touche LLP
+23.2 --Consent of Baker Botts L.L.P. (contained in
Exhibit 5.1)
+24.1 --Power of Attorney (included on the
signature page of the Registration
Statement)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DOCUMENT DESCRIPTION STATEMENT NUMBER REFERENCE
--------------------- --------------------------------------------- ----------------- ------------ ---------
<C> <S> <C> <C> <C>
+25.1 --Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank
(formerly Chase Bank of Texas, National
Association), as trustee under the
Indenture, on Form T-1
+99.1 --Form of Letter of Transmittal
+99.2 --Form of Notice of Guaranteed Delivery
+99.3 --Form of Letter to Depository Trust Company
Participants
+99.4 --Form of Letter to Clients
</TABLE>
------------------------
* Filed herewith.
** Incorporated herein by reference as indicated.
+ Previously filed.
