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FORM 8-A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
________________
REI TRUST I
(Exact name of registrant as specified in its charter)
DELAWARE 76-6145023
(State of incorporation or organization) (I.R.S. Employer Identification No.)
C/O RELIANT ENERGY, INCORPORATED
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
7.20% Trust Originated Preferred New York Stock Exchange
Securities, Series C
(and the Guarantee with respect
thereto)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities Act registration statement file number to which this form relates:
333-70665 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the 7.20% Trust
Originated Preferred Securities, Series C (the "Preferred Securities") of REI
Trust I, a statutory business trust created under the laws of the State of
Delaware (the "Trust"). The Securities represent preferred undivided beneficial
interests in the assets of the Trust and are guaranteed by Houston Industries
Incorporated, d/b/a Reliant Energy, Incorporated ("Reliant Energy"), to the
extent set forth in the Guarantee Agreement described below by Reliant Energy to
The Bank of New York, as Guarantee Trustee (the "Guarantee"). A description of
the Preferred Securities and the Guarantee is set forth in the Registration
Statement on Form S-3 of Reliant Energy and the Trust (Registration Nos. 333-
70665 and 333-70665-01) filed with the Securities and Exchange Commission (the
"Commission") on January 15, 1999, as amended by Pre-Effective Amendment No. 1
thereto filed with the Commission on February 2, 1999 and declared effective by
the Commission on February 4, 1999 (as amended, the "Registration Statement")
under the captions "Description of the Preferred Securities" and "Description of
the Preferred Securities Guarantees" and in the Prospectus Supplement relating
thereto dated February 23, 1999 filed with the Commission on February 25, 1999
pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the
"Securities Act") under the captions "Description of the Preferred Securities"
and "Description of the Preferred Securities Guarantee" which description is
incorporated herein by reference. Any form of prospectus or prospectus
supplement that includes such description that is subsequently filed by Reliant
Energy or the Trust as part of an amendment to the Registration Statement or
otherwise pursuant to Rule 424(b) under the Securities Act is hereby
incorporated by reference herein.
ITEM 2. EXHIBITS.
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Exhibit
Number Description of Exhibit Method of Filing
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<S> <C> <C>
1 Certificate of Trust of the Trust Filed as Exhibit 4.4.1 to the Registration
Statement.
2 Certificate of Amendment of Included in Exhibit 4.3 to Reliant Energy's
Certificate of Trust of the Trust Current Report on Form 8-K filed February
(contained in the Amended and 26, 1999 (the "Form 8-K").
Restated Declaration of Trust)
3 Declaration of Trust of the Trust Filed as Exhibit 4.2.1 to the Registration
Statement.
4 Amended and Restated Declaration of Filed as Exhibit 4.3 to the Form 8-K.
Trust of the Trust
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<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Method of Filing
------- ---------------------- ----------------
<S> <C> <C>
6 Junior Subordinated Indenture, dated Filed as Exhibit 4.1 to the Form 8-K.
as of February 15, 1999, between
Reliant Energy and The Bank of New
York, as Trustee
7 Supplemental Indenture No. 1 to the Filed as Exhibit 4.2 to the Form 8-K.
Junior Subordinated Indenture
8 Form of 7.20% Junior Subordinated Included in Exhibit 4.2 to the Form 8-K.
Debenture (contained in Supplemental
Indenture No. 1)
9 Preferred Securities Guarantee Filed as Exhibit 4.6 to the Form 8-K.
10 Form of Preferred Security Included in Exhibit 4.3 to the Form 8-K.
(contained in the Amended and
Restated Declaration of Trust)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
REI TRUST I
By: Houston Industries Incorporated, d/b/a
Reliant Energy, Incorporated
Sponsor
Date: February 28, 1999 By: /s/ Marc Kilbride
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Marc Kilbride
Treasurer
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