<PAGE>
As filed with the Securities and Exchange Commission on September 13, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
Houston Industries Incorporated
(Exact name of registrant as specified in its charter)
Texas 74-1885573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
(713) 629-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
WILLIAM A. CROPPER
Vice President and Treasurer
Houston Industries Incorporated
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
(713) 629-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. [X]
_______________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Price Aggregate Amount of
Title of Each Class of Securities to be Per Offering Registration
to be Registered Registered Unit(2) Price(2) Fee(3)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value (1).. 587,646 shares $34.50 $20,273,787 $6,991
=======================================================================================================
</TABLE>
(1) Includes preference stock purchase rights of one Right per share associated
with the Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the high and
low prices reported on the New York Stock Exchange Composite Tape on
September 9, 1994.
(3) As no separate consideration is payable for the Rights, the registration
fee for such securities is included in the fee for the Common Stock.
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 September 13, 1994
PROSPECTUS
587,646 Shares
HOUSTON INDUSTRIES INCORPORATED
COMMON STOCK
(without par value)
The 587,646 shares (the "Shares") of common stock, without par value (the
"Common Stock"), of Houston Industries Incorporated, a Texas corporation (the
"Company"), offered hereby are being sold by Amzak Corporation, a Delaware
corporation ("Amzak"), Countryside Cable, Inc., a Delaware corporation and
wholly owned subsidiary of Amzak ("Countryside"), and Keith N. Cripps
(collectively, the "Selling Shareholders"). See "Selling Shareholders." The
Company will not receive any part of the proceeds from the sale of the Shares
but has agreed to pay substantially all of the expenses of the offering of the
Shares other than fees and expenses of the Selling Shareholders' counsel and
advisers, all stock transfer fees and expenses, if any, and all other expenses
(including brokerage discounts, commissions and fees) related to the sale of the
Shares.
Sales of the Shares by the Selling Shareholders may be made from time to
time on the New York Stock Exchange (the "NYSE") pursuant to and in accordance
with the applicable rules of the NYSE, in one or more transactions, including
block transactions, negotiated transactions or a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices ("Regular Way
Sales"). Subject to the Company's right to suspend the sale of any of the Shares
by the Selling Shareholders, the Shares may be sold only during the fifteen-day
period commencing on the fifth day following the dates upon which the Company
files with the Securities and Exchange Commission any Quarterly Report on Form
10-Q or any Annual Report on Form 10-K (each, a "Sale Period"). Sales of the
Shares by a Pledgee (as hereinafter defined) upon the foreclosure on any of the
Shares pledged by a Selling Shareholder to a third party (a "Pledgee") to secure
a bona fide debt of such Selling Shareholder ("Pledged Shares") may be made
solely through Regular Way Sales on the NYSE for a period of thirty consecutive
days commencing on the tenth day following the delivery of a foreclosure notice
and letter agreement by the Pledgee to the Company (each, a "Pledgee Sale
Period"), subject to the Company's right to suspend the sale of any Pledged
Shares by the Pledgee. The Shares and/or the Pledged Shares will be offered
directly, through agents designated from time to time, or through brokers or
dealers. A member firm of the NYSE may be engaged to act as the agent of the
Selling Shareholder or the Pledgee in the sale of Shares by the Selling
Shareholder or Pledged Shares by the Pledgee, as the case may be. To the extent
required, specific information regarding the Shares (including, where
applicable, the specific Shares sold, offering prices, names of any agent,
broker or dealer, and any applicable commissions or discounts) and/or a Pledgee
and the Pledged Shares will be set forth in an accompanying Prospectus
Supplement. The Selling Shareholders may sell all or a portion of the Shares
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), to the extent such sales may be made in compliance with
such Rule. See "Plan of Distribution." The Selling Shareholders and/or any
Pledgee and any brokers, dealers, agents or others that participate with them in
the distribution of the Shares or the Pledged Shares, as the case may be, may be
deemed to be "underwriters" within the meaning of the Securities Act and any
commissions received by such persons and any profit on the resale of the Shares
or the Pledged Shares purchased by such persons may be deemed to be underwriting
commissions or discounts under the Securities Act. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
liabilities under the Securities Act. See "Plan of Distribution."
The outstanding Common Stock, including the Shares, is listed on the NYSE,
the Chicago Stock Exchange and the London Stock Exchange under the symbol "HOU."
On September 9, 1994, the closing sales price of the Common Stock as reported on
the New York Stock Exchange Composite Tape was $34 5/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is September , 1994.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the Commission's regional
offices at Northwestern Atrium Center, 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New
York 10048. Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the Commission at its principal office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such reports,
proxy statements and other information concerning the Company may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005 and the Chicago Stock Exchange, 440 South LaSalle Street,
Chicago, Illinois 60603, on which the Common Stock is listed.
This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act. As permitted by the
rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement, and reference is made to
the Registration Statement for further information with respect to the Company
and the shares of Common Stock registered under the Registration Statement. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the Commission
are not necessarily complete, and in each instance reference is made to the copy
of such document so filed. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-7629), are incorporated by
reference into this Prospectus and shall be deemed to be a part hereof:
(1) the Company's Annual Report on Form 10-K for the year ended December
31, 1993;
(2) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994;
(3) the Company's Current Report on Form 8-K dated February 22, 1994; and
(4) the descriptions of each of (a) the Common Stock, which is contained
in the Company's Registration Statement on Form 8-A dated January 14,
1977, as amended by Form 8 dated July 14, 1986, and (b) the Company's
Rights to Purchase Preference Stock, which is contained in the
Company's Registration Statement on Form 8-A dated July 16, 1990.
All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offering of Common Stock made by this Prospectus shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents. Any statement contained herein, in a
supplement to this Prospectus or in a document incorporated or deemed to be
incorporated by reference into this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed supplement to this
Prospectus or in any document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
2
<PAGE>
The Company hereby undertakes to provide copies of any or all of the
documents referred to above that have been or may be incorporated by reference
into this Prospectus (not including exhibits to the documents that are
incorporated by reference unless such exhibits are specifically incorporated by
reference into such documents) without charge to each recipient of a copy of
this Prospectus, upon written or oral request of the recipient. Requests for
copies of such documents should be directed in writing or by telephone to the
Investor Relations Department, Houston Industries Incorporated, P. O. Box 4505,
Houston, Texas 77210, telephone (800) 231-6406 (if calling from outside Texas)
or (800) 392-4261 (if calling from inside Texas) (toll free in either case) or
(713) 629-3060.
THE COMPANY AND ITS SUBSIDIARIES
The Company is a holding company operating principally in two business
segments: the electric utility business and the cable television business. The
Company conducts its operations primarily through three subsidiaries: Houston
Lighting & Power Company ("HL&P"), its principal operating subsidiary, KBLCOM
Incorporated ("KBLCOM") and Houston Industries Energy, Inc. ("HI Energy"). The
Company is a holding company as defined in the Public Utility Holding Company
Act of 1935, as amended (the "Holding Company Act"), but is exempt from
regulation as a "registered" holding company under the Holding Company Act.
HL&P is engaged in the generation, transmission, distribution and sale of
electric energy and serves customers in an approximately 5,000 square mile area
of the Texas Gulf Coast, including Houston. As of June 30, 1994, the total
assets and common stock equity of HL&P represented 88% of the Company's
consolidated assets and 114% of the Company's consolidated common stock equity,
respectively. For the twelve-month period ended June 30, 1994, the operations
of HL&P accounted for substantially all of the Company's consolidated net
income.
The cable television operations of the Company are conducted through KBLCOM
and its subsidiaries. This segment includes five cable television systems
located in four states and a 50% interest in Paragon Communications ("Paragon"),
a partnership which owns systems located in seven states. As of June 30, 1994,
KBLCOM's systems served approximately 621,000 basic cable customers subscribing
to approximately 509,000 premium programming units and, according to information
provided by Paragon's managing partner, Paragon served approximately 931,000
basic cable customers subscribing to approximately 537,000 premium programming
units.
The Company has organized a subsidiary, HI Energy, to participate in
domestic and foreign power generation projects and to invest in the
privatization of foreign electric utilities. HI Energy is actively engaged in
the evaluation of several such projects, but has not yet committed significant
financial or other resources to any single project.
The address of the principal executive offices of the Company is 5 Post Oak
Park, 4400 Post Oak Parkway, Houston, Texas 77027. Its telephone number is
(713) 629-3000.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
3
<PAGE>
SELLING SHAREHOLDERS
The Shares were delivered to the Selling Shareholders on July 31, 1994 as
consideration for the sale to KBLCOM of the capital stock of certain
corporations owned by the Selling Shareholders. Pursuant to the terms and
conditions of two separate stock purchase agreements (the "Stock Purchase
Agreements"), 170,086 shares of Common Stock were issued to Amzak as
consideration for all of the issued and outstanding capital stock of Nortel
Cable Corporation, a Minnesota corporation ("Nortel"), 163,410 shares of Common
Stock were issued to Countryside as consideration for all of the issued and
outstanding capital stock of Countryside Investments, Inc., a Delaware
corporation ("CII"), and 242,456 shares of Common Stock were issued to Amzak and
11,694 shares of Common Stock were issued to Keith N. Cripps as consideration
for all of the issued and outstanding capital stock of Amzak Cable, Midwest,
Inc., a Texas corporation ("ACM"). In connection therewith, the Company entered
into a Registration Agreement, dated as of July 31, 1994 (the "Registration
Agreement"), with the Selling Shareholders. In the Registration Agreement, the
Company agreed to use diligent efforts to register for resale by the Selling
Shareholders the Shares under the Securities Act and to maintain the
effectiveness of such registration until the sooner to occur of (i) the
expiration of a two-year period from the date of issuance of the Shares and (ii)
the sale of all of the Shares. The Registration Statement was filed by the
Company with the Commission in order to satisfy these requirements in the
Registration Agreement.
The following table sets forth the name of each Selling Shareholder, the
number of shares of Common Stock beneficially owned as of August 31, 1994 by
each Selling Shareholder and the number of Shares which may be offered by each
Selling Shareholder pursuant to this Prospectus. Any and all of the Shares
listed below may be offered for sale by the Selling Shareholder from time to
time and therefore no estimate can be given as to the number of Shares that will
be beneficially owned by the Selling Shareholders upon termination of this
offering.
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially Shares to be
Name of Owned Prior Offered Pursuant
Selling Shareholder to Offering to this Prospectus
- ------------------------- ------------------- -------------------
<S> <C> <C>
Amzak Corporation(1) 575,952 575,952
Countryside Cable, Inc. (1) (1)
Keith N. Cripps 11,694 11,694
</TABLE>
__________________________
(1) Included in the 575,952 shares of Common Stock indicated as being
beneficially owned by Amzak are 163,410 shares owned by Countryside, a
wholly owned subsidiary of Amzak.
None of the Selling Shareholders has had any position, office or other
material relationship with the Company or any of its affiliates within the past
three years, except that each of the Selling Shareholders is a former
stockholder of either Nortel, CII or ACM. As of August 31, 1994, the Selling
Shareholders owned an aggregate of 587,646 shares of Common Stock, which
represent less than one-half of 1% of the Common Stock currently outstanding.
4
<PAGE>
PLAN OF DISTRIBUTION
Subject to the Company's right to suspend the sale of any of the
Shares by the Selling Shareholders, sales of the Shares by the Selling
Shareholders may be made from time to time solely through Regular Way Sales on
the NYSE and only during a Sale Period. If during any Sale Period the Company
suspends the sale of any of the Shares by the Selling Shareholders, then upon
notice from the Company of the termination of the suspension, the Selling
Shareholders may recommence the sale of the Shares for a number of days equal to
the number of days during the Sale Period in which the suspension was in effect.
The Selling Shareholders may also sell all or a portion of the Shares pursuant
to Rule 144 under the Securities Act to the extent such sales may be made in
compliance with such Rule.
Sales of Pledged Shares may be made solely through Regular Way Sales
on the NYSE during a Pledgee Sale Period, subject to the Company's right to
suspend the sale of any Pledged Shares by a Pledgee. If during any Pledgee Sale
Period the Company suspends the sale of any of the Pledged Shares by the
Pledgee, then upon notice from the Company of the termination of the suspension,
the Pledgee may recommence the sale of the Pledged Shares for a number of days
equal to the number of days during the Pledgee Sale Period in which the
suspension was in effect.
The Shares and/or the Pledged Shares will be offered directly, through
agents designated from time to time, or through brokers or dealers. A member
firm of the NYSE may be engaged to act as the agent of the Selling Shareholder
or the Pledgee in the sale of Shares by the Selling Shareholder or Pledged
Shares by the Pledgee, as the case may be. The Company has been advised by each
of the Selling Shareholders that they have not, as of the date of this
Prospectus, entered into any arrangement with any agent, broker or dealer for
the sale of the Shares. To the extent required, specific information regarding
the Shares (including, where applicable, the specific Shares sold, offering
prices, names of any agent, broker or dealer, and any applicable commissions or
discounts) and/or a Pledgee and the Pledged Shares will be set forth in a
Prospectus Supplement.
The Selling Shareholders and/or any Pledgee and any brokers, dealers,
agents or others that participate with them in the distribution of the Shares or
the Pledged Shares, as the case may be, may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions or fees received
by such persons and any profit on the resale of the Shares or the Pledged Shares
purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act.
Agents may be entitled under agreements entered into with the Selling
Shareholders or the Pledgees, as the case may be, to indemnification by the
Selling Shareholders or the Pledgees against certain civil liabilities,
including liabilities under the Securities Act.
Pursuant to the Registration Agreement, (i) each of the Selling
Shareholders agreed to indemnify the Company against any losses, claims, damages
or liabilities that arise out of or are based upon (a) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or this Prospectus, or any omission or alleged omission to state
herein a material fact required to be stated herein or necessary to make the
statements herein, in light of the circumstances under which they were made, not
misleading, if the statement or omission was made in reliance upon and in
conformity with the information provided by such Selling Shareholder
specifically for use or inclusion in the Registration Statement, or (b) the use
of this Prospectus after such time as the Company has advised such Selling
Shareholder that the filing of a post-effective amendment or supplement hereto
is required, except this Prospectus as so amended or supplemented, or (c) the
use of this Prospectus after such time as the obligation of the Company under
the Registration Agreement to keep the Registration Statement effective and
current has expired, or (d) any violation by such Selling Shareholder or any
person who controls such Selling Shareholder of any federal or state securities
law or rule or regulation thereunder, and (ii) the Company agreed to indemnify
each Selling Shareholder against any losses, claims, damages or liabilities that
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in
5
<PAGE>
the Registration Statement or this Prospectus, or any omission or alleged
omission to state herein a material fact required to be stated herein or
necessary to make the statements herein, in light of the circumstances under
which they were made, not misleading, except to the extent such losses, claims,
damages or liabilities arise out of or are based upon those matters described in
(i)(a), (b), (c) or (d) above. Such indemnification also covers legal or other
expenses reasonably incurred in connection with investigating or defending any
such loss, claim, damage or liability. The Registration Agreement provides that
a Selling Shareholder may assign its rights under the Registration Agreement to
any Pledgee provided that the Pledgee agrees in writing to become bound by the
terms thereof.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 400,000,000
shares of Common Stock and 10,000,000 shares of preference stock, without par
value ("Preference Stock"), of which 2,000,000 shares have been designated by
the Board of Directors of the Company as Series A Preference Stock ("Series A
Preference Stock"). Each of the Shares includes an associated preference stock
purchase right (a "Right"). The shares of Series A Preference Stock have been
initially reserved for issuance upon exercise of the Rights. The descriptions
of each of the Common Stock and the Rights are incorporated by reference into
this Prospectus. See "Incorporation of Certain Documents by Reference" for
information on how to obtain a copy of these descriptions. No shares of
Preference Stock are currently outstanding. At August 31, 1994, there were
131,296,631 shares of Common Stock issued and outstanding.
EXPERTS
The consolidated financial statements and the related financial
statement schedules of the Company and its subsidiaries included in the
Company's Annual Report on Form 10-K, which is incorporated herein by reference,
have been audited by Deloitte & Touche LLP, Independent Auditors, as stated in
their report appearing therein. Such financial statements and financial
statement schedules are incorporated herein by reference in reliance on such
report given upon the authority of that firm as experts in accounting and
auditing.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for the Company by Baker & Botts, L.L.P., Houston,
Texas.
6
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not constitute
an offer to sell, or a solicitation of an offer to buy, any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date of this Prospectus or that the information set forth herein is
correct as of any time subsequent to the date hereof or the date of filing of
any documents incorporated by reference herein.
_______________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
Prospectus
<S> <C>
Available Information.................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company and its Subsidiaries....... 3
Use of Proceeds........................ 3
Selling Shareholders................... 4
Plan of Distribution................... 5
Description of Capital Stock........... 6
Experts................................ 6
Legal Opinions......................... 6
</TABLE>
Houston
Industries
Incorporated
587,646 Shares
Common Stock
(without par value)
__________________________
P R O S P E C T U S
__________________________
September , 1994
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
All expenses (other than underwriting discounts and commissions and
fees and expenses of legal or other advisers to the Selling Shareholders) in
connection with the offering described in this Registration Statement will be
paid by the Company. Such expenses are estimated (other than the Commission's
registration fee) as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission registration fee.. $ 6,991
Printing and filing expenses......................... 10,000
Accounting fees and expenses......................... 10,000
Legal fees and expenses.............................. 15,000
Blue Sky qualification fees and expenses............. 7,000
Miscellaneous........................................ 1,009
-------
Total........................................... $50,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02A(16) and Article 2.02-1 of the Texas Business Corporation
Act and Article V of the Company's Amended and Restated Bylaws provide the
Company with broad powers and authority to indemnify its directors and officers
and to purchase and maintain insurance for such purposes. Pursuant to such
statutory and Bylaw provisions, the Company has purchased insurance against
certain costs of indemnification that may be incurred by it and by its officers
and directors.
Additionally, Article IX of the Company's Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of his duty of loyalty to the
Company and its shareholders, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) transactions
from which a director receives an improper benefit, irrespective of whether the
benefit resulted from an action taken within the scope of the director's office,
(iv) acts or omissions for which liability is specifically provided for by
statute and (v) acts relating to unlawful stock repurchases or payments of
dividends.
Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the benefit
of the directors, without any further action by shareholders. Any repeal or
modification of Article IX shall not adversely affect any right of protection of
a director of the Company existing at the time of the repeal or modification.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following documents are filed as a part of this registration
statement or incorporated by reference herein:
<TABLE>
<CAPTION>
Report or SEC File or
Exhibit Registration Registration Exhibit
No. Description Statement Number Reference
- ------- ----------- -------------- ------------ -------------
<C> <S> <C> <C> <C>
3.1* Restated Articles of Incorporation of Form 10-Q for 1-7629 3
the Company. the quarter
ended June 30,
1993
3.2* Amended and Restated Bylaws of the Form 8-K dated 1-7629 3
Company. June 29, 1992
4.1* Rights Agreement dated July 11, Form 8-K dated 1-7629 4(a)(1)
1990 between the Company and July 11, 1990
Texas Commerce Bank National
Association, as Rights Agent (Rights
Agent), which includes form of
Statement of Resolution Establishing
Series of Shares designated Series A
Preference Stock and form of Rights
Certificate.
4.2* Agreement and Appointment of Form 8-K dated 1-7629 4(a)(2)
Agent dated as of July 11, 1990 July 11, 1990
between the Company and the Rights
Agent.
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Baker & Botts, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney.
99 Registration Agreement dated as of
July 31, 1994 by and among the
Company, Amzak, Countryside and
Keith N. Cripps.
</TABLE>
__________
* Incorporated herein by reference as indicated.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(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 the registrant need not file a post-effective
amendment to include the information required to be included by subsection
(i) or (ii) if such information is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on September 13, 1994.
HOUSTON INDUSTRIES INCORPORATED
By /s/ Don D. Jordan
-----------------------------
(Don D. Jordan, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Don D. Jordan Chairman and Chief Executive September 13, 1994
- ------------------------------------------ Officer and Director
(Don D. Jordan) (Principal Executive and
Financial Officer and
Director)
/s/ Mary P. Ricciardello Comptroller (Principal September 13, 1994
- ------------------------------------------ Accounting Officer)
(Mary P. Ricciardello)
* MILTON CARROLL, JOHN T.
CATER, ROBERT J. CRUIKSHANK,
LINNET F. DEILY, JOSEPH M.
HENDRIE, HOWARD W. HORNE, Directors
ALEXANDER F. SCHILT, KENNETH L.
SCHNITZER, SR., D. D. SYKORA,
JACK T. TROTTER, BERTRAM WOLFE
*By /s/ Hugh Rice Kelly September 13, 1994
---------------------------------------
(Hugh Rice Kelly, Attorney-in-Fact)
</TABLE>
II-4
<PAGE>
Exhibit 5
---------
H-4037 September 13, 1994
Houston Industries Incorporated
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Houston Industries Incorporated, a
Texas corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to 587,646 shares (the "Shares") of common stock, without par value, of
the Company and 587,646 related rights (the "Rights") to purchase Series A
Preference Stock, without par value, of the Company governed by a Rights
Agreement dated as of July 11, 1990 (the "Rights Agreement") between the Company
and Texas Commerce Bank National Association, as Rights Agent, owned by certain
shareholders of the Company, certain legal matters in connection with the Shares
and the Rights are being passed upon for you by us. At your request, this
opinion is being furnished to you for filing as Exhibit 5 to the Registration
Statement.
In our capacity as your counsel in the connection referred to above,
we have examined the Company's Restated Articles of Incorporation and Amended
and Restated Bylaws, each as amended to date, and have examined the originals,
or copies certified or otherwise identified, of corporate records of the
Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments or documents, as a basis for the opinions
hereinafter expressed. In giving such opinions, we have relied upon
certificates of officers of the Company with respect to the accuracy of the
material factual matters contained in such certificates. In making our
examination, we have assumed that all signatures on documents examined by us are
genuine, that all documents submitted to us as originals are authentic and that
all documents submitted to us as certified or photostatic copies conform with
the original copies of such documents.
<PAGE>
2
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Texas.
2. The Shares have been duly authorized and validly issued, and are
fully paid and nonassessable.
3. The issuance of the Rights has been duly authorized by all
necessary corporate action on the part of the Company and, upon issuance in
accordance with the terms of the Rights Agreement, the Rights will be
validly issued.
The opinion set forth in paragraph 3 above is limited to the valid
issuance of the Rights under the Texas Business Corporation Act. In this
connection, we do not express any opinion herein on any other aspect of the
Rights, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Rights Agreement or the issuance of the Rights,
the enforceability of any particular provisions of the Rights Agreement, or the
provisions of the Rights Agreement which discriminate or create unequal voting
power among shareholders.
The opinions set forth above are limited in all respects to matters of
Texas law as in effect on the date hereof.
Very truly yours,
BAKER & BOTTS, L.L.P.
MSS/TST
<PAGE>
INDEPENDENT AUDITORS' CONSENT
HOUSTON INDUSTRIES INCORPORATED:
We consent to the incorporation by reference in this Registration Statement of
Houston Industries Incorporated on Form S-3 of our report dated February 23,
1994, appearing in the Annual Report on Form 10-K of Houston Industries
Incorporated for the year ended December 31, 1993 and to the reference to us
under the heading "Experts" in the Prospectus, which is a part of this
Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
September 13, 1994
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has
executed this instrument this 3rd day of August, 1994.
/s/ Milton Carroll
------------------
Milton Carroll
1
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ John T. Cater
-----------------
John T. Cater
2
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Robert J. Cruikshank
------------------------
Robert J. Cruikshank
3
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Linnet F. Deily
-------------------
Linnet F. Deily
4
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Joseph M. Hendrie
---------------------
Joseph M. Hendrie
5
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Howard W. Horne
-------------------
Howard W. Horne
6
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Don D. Jordan
-----------------
Don D. Jordan
7
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Alexander F. Schilt
-----------------------
Alexander F. Schilt
8
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Kenneth L. Schnitzer, Sr.
-----------------------------
Kenneth L. Schnitzer, Sr.
9
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ D. D. Sykora
----------------
D. D. Sykora
10
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
4th day of August, 1994.
/s/ Jack T. Trotter
-------------------
Jack T. Trotter
11
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), one or
more Registration Statements, each on Form S-3 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such amendments (including pre-effective and post-effective amendments) to
each such Registration Statement and any supplement or supplements to the
Prospectus as may be necessary or appropriate, together with any and all
exhibits and other documents related to each such Registration Statement or
Prospectus, in connection with the registration of shares of the Company's
common stock, without par value, issued by the Company, in connection with the
Kazma Acquisition by the Company's subsidiary, KBLCOM Incorporated;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Don D.
Jordan, Hugh Rice Kelly and William A. Cropper, and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or without
the others and with full power of substitution and resubstitution, to execute in
his name, place and stead, in his capacity as a director or officer or both, as
the case may be, of the Company, each such Registration Statement referred to
above, and any and all amendments (including pre-effective and post-effective
amendments) thereto, and any supplements to the Prospectus as said attorneys-in-
fact or any of them shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith, to file the same or
cause the same to be filed with the Commission, and to appear before the
Commission in connection with any matter relating thereto. Each of said
attorneys-in-fact shall have full power and authority to do and perform in the
name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done, as fully and for all intents and
purposes as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts that said attorneys-in-fact and each of them
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of August, 1994.
/s/ Bertram Wolfe
-----------------
Bertram Wolfe
12
<PAGE>
REGISTRATION AGREEMENT
REGISTRATION AGREEMENT ("Agreement"), dated as of July 31, 1994, by and
among HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the "Company"),
AMZAK CORPORATION, a Delaware corporation ("Amzak"), COUNTRYSIDE CABLE, INC., a
Delaware corporation ("Countryside"), and KEITH N. CRIPPS ("Cripps") (Amzak,
Countryside and Cripps are each referred to herein individually as a "Seller"
and together as the "Sellers").
WHEREAS, (i) KBLCOM Incorporated, a Delaware corporation ("KBLCOM"), Amzak
and Cripps are parties to a Stock Purchase Agreement dated as of February 17,
1994, as amended (the "ACM Purchase Agreement"), providing for the purchase of
all of the issued and outstanding shares of capital stock of Amzak Cable,
Midwest, Inc., and (ii) KBLCOM, Amzak and Countryside are parties to a Stock
Purchase Agreement, dated as of February 17, 1994, as amended (the "Nortel
Purchase Agreement"), providing for the purchase of all of the issued and
outstanding shares of capital stock of each of the partners of Nortel Cable
Associates, L.P., (the ACM Purchase Agreement and the Nortel Purchase Agreement
are collectively referred to herein as the "Stock Purchase Agreements");
WHEREAS, in connection with the transactions contemplated by the Stock
Purchase Agreements, the Sellers received an aggregate of 587,646 shares (the
"Shares") of Common Stock, no par value per share, of the Company ("Company
Common Stock") which are "restricted securities" (as defined in Rule 144 under
the Securities Act of 1933, as amended (the "Act")) and KBLCOM agreed, subject
to the terms and conditions contained herein, to cause the Company to execute
and deliver this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements and covenants hereinafter set forth, the parties hereto agree as
follows:
1. Registration.
(a) In consideration of the Sellers' willingness to accept the Shares
pursuant to the Stock Purchase Agreements, and subject to the performance by
each Seller of the covenants set forth in Section 3 hereof, the Company shall
promptly prepare and file with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Registration
Statement") with respect to the offering and sale of the Shares by the Sellers
on a delayed or continuous basis pursuant to Rule 415 under the Act, and shall
use diligent efforts to cause the Registration Statement to become effective as
soon as possible after the filing thereof so as to permit the secondary resale
of the Shares by the Sellers. As used herein, the term "Registration Statement"
means the Registration Statement, including exhibits and financial statements
and schedules and documents incorporated by reference therein, as amended, when
it becomes effective under the Act and, in the case of the references to the
Registration Statement as of a date subsequent to
1
<PAGE>
the effective date, as amended or supplemented as of such date. As used herein,
the term "Prospectus" means the prospectus included in the Registration
Statement as of the date it becomes effective under the Act and, in the case of
references to the Prospectus as of a date subsequent to the effective date of
the Registration Statement, as amended or supplemented as of such date,
including all documents incorporated by reference therein, as amended, and each
prospectus supplement relating to the offering and sale of any of the Shares.
(b) The Company will use its diligent efforts to cause the Registration
Statement to remain effective, and to file with the Commission such amendments
and supplements as may be necessary to keep the Prospectus current and in
compliance in all material respects with the Act, until the sooner to occur of
the following events: (i) the expiration of a two-year period following the
date of this Agreement; and (ii) the sale of all of the Shares covered by the
Registration Statement, whether pursuant to the Registration Statement or
otherwise. Notwithstanding the foregoing, the Company shall not be required to
keep the Registration Statement effective, and Sellers shall not distribute any
Shares pursuant thereto if, in the written opinion of counsel to the Company
addressed to Sellers, the Shares may be sold by the Sellers without registration
or restriction.
(c) The Company shall furnish to each Seller a conformed copy of the
Registration Statement as declared effective by the Commission and of each post-
effective amendment thereto, and such number of copies of the final Prospectus
and of each post-effective amendment or supplement thereto as may reasonably be
required to facilitate the distribution of the Shares. Promptly after the
Registration Statement has been declared effective by the Commission, the
Company shall furnish to the Sellers the written opinion of counsel to the
Company addressed to the Sellers to the effect that the Registration Statement
is effective under the Act and to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or are pending or are
threatened by the Commission.
(d) The Registration Statement shall be prepared by the Company in
accordance with the Act and the rules and regulations promulgated thereunder.
The section of the Registration Statement entitled "Selling Stockholders" shall
be prepared in accordance with the requirements of Item 507 of Regulation S-K
promulgated by the Commission under the Act ("Regulation S-K") and shall be
based upon the information provided by the Sellers to the Company pursuant to
Section 4(a). The section of the Registration Statement entitled "Plan of
Distribution" shall be prepared in accordance with the requirements of Item 508
of Regulation S-K and shall provide that the Sellers may distribute the Shares
pursuant to the Registration Statement solely through regular way sales on the
New York Stock Exchange and, subject to Section 4(d), only during each fifteen
(15) day period commencing on the fifth day following the dates upon which the
Company files with the Commission its Quarterly Report on Form 10-Q or its
Annual Report on Form 10-K (each, a "Sale Period"). If during any Sale Period
the Company suspends the distribution
2
<PAGE>
by any Seller of such Seller's Shares pursuant to Section 4(d), then upon notice
from the Company that such suspension is no longer in effect, such Seller may
recommence such distribution for a number of days equal to the number of days
during such Sale Period in which such suspension was in effect.
(e) Promptly after having been notified by any Seller or any Pledgee (as
hereinafter defined) of such Seller's or such Pledgee's intention to distribute
Shares in a manner contemplated by the Registration Statement in the section
entitled "Plan of Distribution" and after having received the information
required to be delivered to the Company by such Seller or such Pledgee, as
applicable, as provided in Sections 2(a) and 4(c), the Company will, if
necessary, (i) prepare a supplement to the Prospectus based upon the information
so provided and file the same with the Commission pursuant to Rule 424(b) under
the Act and (ii) register or qualify the Shares to be sold under the securities
or blue sky laws of such jurisdictions in the United States as such Seller or
Pledgee shall reasonably request; provided, however, that the Company shall in
no event be required to qualify to do business as a foreign corporation or as a
dealer in any jurisdiction where it is not so qualified, to conform its
capitalization or the composition of its assets at the time to the securities or
blue sky laws of any such jurisdiction, to execute or file any general consent
to service of process under the laws of any jurisdiction, to take any action
that would subject it to service of process in suits other than those arising
out of the offer and sale of Shares, or to subject itself to taxation in any
jurisdiction where it has not theretofore done so.
2. Pledges of Shares.
(a) The Company acknowledges that during the time the Company is required
to maintain the effectiveness of the Registration Statement as provided in
Section 1(b), each Seller may pledge to a third-party (a "Pledgee") any or all
of the Shares beneficially owned by such Seller ("Pledgor") to secure a bona
fide debt of such Pledgor ("Pledged Shares"). If a Pledgee elects to foreclose
on any Pledged Shares as a result of a default by a Pledgor in the obligation
secured by such Pledged Shares and such Pledgee desires to sell the Pledged
Shares pursuant to the Registration Statement, the Pledgee shall promptly give
written notice of such foreclosure to the Company (a "Foreclosure Notice"). The
Foreclosure Notice shall contain (i) the names of the Pledgor and Pledgee, (ii)
the number of Pledged Shares which have been foreclosed upon, and (iii) a
statement as to the Pledgee's desire to sell the Pledged Shares pursuant to the
Registration Statement. Simultaneously with its delivery of the Foreclosure
Notice, the Pledgee shall also deliver to the Company an executed copy of the
letter agreement in the form attached hereto as Exhibit A (the "Letter
Agreement"). Promptly after its receipt of a Foreclosure Notice and Letter
Agreement from a Pledgee, the Company shall take the action required to be taken
by it pursuant to Section 1(e), whereupon such Pledgee may, subject to Section
4(d), distribute the Pledged Shares through regular way sales on the New York
Stock Exchange for a period of thirty (30) consecutive days commencing on the
tenth (10th) day following the delivery of the Foreclosure Notice and Letter
Agreement by such Pledgee to the Company (each, a "Pledgee Sale Period"). If
during any Pledgee Sale Period the Company
3
<PAGE>
suspends the distribution by any Pledgee of such Pledgee's Pledged Shares
pursuant to Section 4(d), then upon notice from the Company that such suspension
is no longer in effect, such Pledgee may recommence such distribution for a
number of days equal to the number of days during such Pledgee Sale Period in
which such suspension was in effect.
(b) Any Pledgee who elects pursuant to this Section 2 to distribute Pledged
Shares pursuant to the Registration Statement shall be responsible for and
comply with all of the obligations, covenants and agreements contained in
Sections 3, 4 and 5 which are applicable to the Sellers and such sections shall
apply in their entirety to such Pledgee as if all references to the term
"Seller" therein were replaced with the term "Pledgee."
3. Expenses of Registration. All expenses in connection with the
Registration Statement, any qualification or compliance with federal or state
laws required in connection therewith, and the distribution of the Shares shall,
as between the Sellers and the Company, be borne as follows:
(a) The Company shall pay and be responsible for the registration fee
payable under the Act, blue sky fees and expenses, if applicable (subject to the
limitations set forth in Section 1(e)), and all fees and disbursements of the
Company's counsel and accountants. The Company will not engage the services of
a printer with respect to the Registration Statement or the Prospectus, but will
arrange for the photocopying thereof and bear the photocopying costs.
(b) The Sellers shall pay all fees and disbursements of their own counsel
and advisers, all stock transfer fees (including the cost of all transfer tax
stamps) or expenses, if any, and all other expenses (including brokerage
discounts, commissions and fees) related to the distribution of the Shares that
have not expressly been assumed by the Company as set forth above.
4. Seller's Covenants Regarding the Shares. Each Seller covenants and
agrees with the Company that:
(a) Such Seller will cooperate with the Company in connection with the
preparation of the Registration Statement, and for so long as the Company is
obligated to keep the Registration Statement effective, such Seller will provide
to the Company, in writing, for use in the Registration Statement, all
information regarding such Seller and such other information as may be necessary
to enable the Company to prepare the Registration Statement and Prospectus
covering the Shares and to maintain the currency and effectiveness thereof.
(b) During such time as such Seller may be engaged in a distribution of the
Shares, such Seller will comply with Rules 10b-2, 10b-6 and 10b-7 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act") and pursuant
thereto will, among other things: (i) not engage in any stabilization activity
in connection with the securities of
4
<PAGE>
the Company in contravention of such Rules; (ii) distribute the Shares owned by
such Seller solely in the manner described in the Registration Statement; (iii)
cause to be furnished to each agent or broker-dealer to or through whom the
Shares owned by such Seller may be offered, or to the offeree if an offer is
made directly by the Seller, such copies of the Prospectus (as amended and
supplemented to such date) and documents incorporated by reference therein as
may be required by such agent, broker-dealer or offeree; and (iv) not bid for or
purchase any securities of the company or attempt to induce any person to
purchase any securities of the Company other than as permitted under the
Exchange Act.
(c) At least ten (10) days prior to any distribution of the Shares, such
Seller will advise the Company in writing of the dates on which the distribution
will commence and terminate, the number of the Shares to be sold, the terms and
the manner of sale (including, to the extent applicable, the purchase price, the
name of any agent or broker-dealer to or through whom such distribution is being
made, and the amount of any selling commissions or other items constituting
compensation to such agent or broker-dealer) and the number of shares of Company
Common Stock that will be owned beneficially by such Seller after giving effect
to such sale.
(d) On notice from the Company that it requires the suspension by such
Seller of the distribution of any of the Shares, then such Seller shall cease
distributing the Shares until such time as the Company notifies such Seller that
distribution of the Shares may recommence.
5. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Seller and each
person (if any) who controls such Seller within the meaning of either the Act or
the Exchange Act (collectively, the "Seller Indemnified Parties") from and
against any losses, claims, damages or liabilities, joint or several, to which
such Seller Indemnified Parties may become subject, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading; and, subject to Section 5(c), the Company
will reimburse such Seller Indemnified Parties for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage or liability; provided, however, that the Company will
not indemnify or hold harmless any Seller Indemnified Party from or against any
such loss, claim, damage, liability or expense (i) that arises out of or is
based upon any violation of any federal or state securities laws, rules or
regulations committed by any of the Seller Indemnified Parties (or any agent,
broker-dealer or underwriter engaged by them) or (ii) if the untrue statement,
omission or allegation thereof upon which such losses, claims, damages,
liabilities or expenses are based (x) was made in reliance upon and in
conformity with the information provided by such Seller
5
<PAGE>
specifically for use or inclusion in the Registration Statement, or (y) was made
in any Prospectus used after such time as the Company advised such Seller that
the filing of a post-effective amendment or supplement thereto was required,
except the Prospectus as so amended or supplemented, or (z) was made in any
Prospectus used after such time as the obligation of the Company hereunder to
keep the Registration Statement effective and current has expired.
(b) Each Seller, individually and not jointly, agrees to indemnify and hold
harmless, the Company, its directors and officers and each person, if any, who
controls the Company within the meaning of either the Act or the Exchange Act
(the "Company Indemnified Parties"), from and against any losses, claims,
damages or liabilities, joint or several, to which the Company Indemnified
Parties may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus, or any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, if the statement or omission was made in
reliance upon and in conformity with the information provided by such Seller
specifically for use or inclusion in the Registration Statement, or (ii) the use
of any Prospectus after such time as the Company has advised such Seller that
the filing of a post-effective amendment or supplement thereto is required,
except the Prospectus as so amended or supplemented, or (iii) the use of any
Prospectus after such time as the obligation of the Company hereunder to keep
the Registration Statement effective and current has expired, or (iv) any
violation by such Seller or any person who controls such Seller within the
meaning of either the Act or the Exchange Act (or any agent, broker-dealer or
underwriter engaged by such Seller or any such controlling person) of any
federal or state securities law or rule or regulation thereunder; and, subject
to Section 5(c), such Seller will reimburse such Company Indemnified Parties for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage or liability.
(c) Each party entitled to indemnification under this Section 5 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and the
Indemnifying Party may participate at its own expense in the defense, or if it
so elects, to assume the defense of any such claim and any action or proceeding
resulting therefrom, including the employment of counsel and the payment of all
expenses. The failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party from its obligations to
indemnify such Indemnified Party, except to the extent the Indemnified Party's
failure to so notify actually prejudices the Indemnifying Party's ability to
defend against such claim, action or proceeding; it being understood and agreed
that the failure to so notify the Indemnifying Party prior to the execution of a
binding settlement agreement or the entry of a judgment or issuance of an award
with respect to a claim, action or proceeding shall constitute actual
6
<PAGE>
prejudice to the Indemnifying Party's ability to defend against such claim,
action or proceeding. In the event that the Indemnifying Party elects to assume
the defense in any action or proceeding, the Indemnified Party shall have the
right to employ separate counsel in any such action or proceeding and to
participate in the defense thereof, but the fees and expenses of such separate
counsel shall be such Indemnified Party's expense unless (i) the Indemnifying
Party has agreed to pay such fees and expenses or (ii) the named parties to any
such action or proceeding (including any impleaded parties) include an
Indemnified Party and the Indemnifying Party, and such Indemnified Party shall
have been advised by counsel that there may be a conflict of interest between
such Indemnified Party and the Indemnifying Party in the conduct of the defense
of such action (in which case, if such Indemnified Party notifies the
Indemnifying Party that it elects to employ separate counsel at the expense of
the Indemnifying Party, the Indemnifying Party shall not assume the defense of
such action or proceeding on such Indemnified Party's behalf, it being
understood, however, that the Indemnifying Party shall not, in connection with
any one such action or proceeding or separate but substantially similar or
related actions or proceedings arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys at any time for all Indemnified Parties, which firm
shall be designated in writing by the such Seller or the Company as the case may
be). No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of the Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation. The
Indemnifying Party shall not be liable for any settlement of any such action or
proceeding effected without its written consent, but if settled with its written
consent, or if there be a final judgment for the plaintiff in any such action or
proceeding, the Indemnifying Party shall indemnify and hold harmless the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment.
(d) If the indemnification provided for under this Section 5 is unavailable
to or insufficient to hold the Indemnified Party harmless under subparagraphs
(a) or (b) above in respect of any losses, claims, damages or liabilities
referred to therein for any reason other than as specified therein, then the
Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and such Indemnified Party on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by (or omitted to be supplied by) the Company or the
Seller, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission, the relative
benefits received by each party from the sale of the Shares and any other
equitable considerations appropriate under the
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<PAGE>
circumstances. The amount paid or payable by an Indemnified Party as a result
of the losses, claims, damages or liabilities referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such action or claim. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
6. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if sent by hand, by telecopy
or by first-class mail, postage prepaid as follows:
(a) if to the Company:
Houston Industries Incorporated
611 Walker
Houston, Texas 77002
Attention: Hugh Rice Kelly, Esq.
General Counsel
with copies to:
KBLCOM Incorporated
1200 Smith Street, Suite 1800
Houston, Texas 77002
Attention: Jonathan F. Myers, Esq.
Vice President and General Counsel
and
Baker and Botts, L.L.P.
One Shell Plaza
910 Louisiana
Houston, Texas 77002-4995
Attention: J. Patrick Garrett, Esq.
(b) if to Amzak:
1300 Iroquois Drive
Suite 210
Naperville, Illinois 60563
Attention: Gerald J. Kazma
if to Countryside:
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<PAGE>
1300 Iroquois Drive
Suite 210
Naperville, Illinois 60563
Attention: Gerald J. Kazma
with copies to:
Popham, Haik, Schnobrich & Kaufman, Ltd.
Suite 3300
222 South Ninth Street
Minneapolis, Minnesota 55402
Attention: James Lockhart, Esq.
(c) if to Cripps:
Mr. Keith N. Cripps
c/o Ron Haskvitz, Esq.
Lommen, Nelson, Cole & Stageberg
1800 IDS Center
Minneapolis, Minnesota 55402
7. Amendment. Any provision of this Agreement may be amended or modified
in whole or in part at any time by an agreement in writing among the parties
hereto executed in the same manner as this Agreement. No consent, waiver or
similar act shall be effective unless in writing.
8. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
9. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the internal laws of the State of Texas, without giving effect
to principles of conflicts of laws.
10. Assignment. No Seller may assign its rights under this Agreement
without the prior written consent of the Company, except that (i) any Seller may
assign its rights under this Agreement to any Pledgee provided such Pledgee
agrees to become bound by the terms hereof by executing a Letter Agreement in
the form attached hereto as Exhibit A, and (ii) in the event any of the Shares
owned by Cripps are transferred to (A) any member of his immediate family
pursuant to the laws of descent or intestacy, (B) any trust for the benefit of
such persons, or (C) any individual pursuant to a divorce decree or agreement,
Cripps may assign his rights under this Agreement to any such person. Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
HOUSTON INDUSTRIES INCORPORATED
By: /s/ William A. Cropper
-----------------------
AMZAK CORPORATION
By: /s/ Gerald J. Kazma
-------------------
COUNTRYSIDE CABLE, INC.
By: /s/ Gerald J. Kazma
-------------------
/s/ Keith N. Cripps
-------------------
KEITH N. CRIPPS
10
