<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
HOUSTON INDUSTRIES INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
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 77027
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
</TABLE>
---------------------
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
(Full Title of the Plan)
---------------------
WILLIAM A. CROPPER
VICE PRESIDENT AND TREASURER
HOUSTON INDUSTRIES INCORPORATED
5 POST OAK PARK
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(Name and address of Agent for Service)
(713) 629-3000
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(2) PRICE(2) FEE(3)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par
value(1)................... 5,000,000 $171,250,000 $34.25 $59,052.14
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</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 sales prices reported on the New York Stock Exchange Composite Tape on
September 1, 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.
IN ADDITION, PURSUANT TO RULE 416(C), THIS REGISTRATION STATEMENT ALSO
COVERS AN INDETERMINATE AMOUNT OF INTERESTS TO BE OFFERED OR SOLD PURSUANT TO
THE EMPLOYEE BENEFIT PLAN DESCRIBED HEREIN.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
NOTE: THE DOCUMENT(S) CONTAINING THE EMPLOYEE BENEFIT PLAN INFORMATION
REQUIRED BY ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF REGISTRANT
INFORMATION AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8 WILL BE
SENT OR GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428 UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). IN ACCORDANCE WITH RULE 428 AND THE
REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") EITHER AS PART OF THIS
REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS PURSUANT TO
RULE 424 UNDER THE SECURITIES ACT. THE REGISTRANT SHALL MAINTAIN A FILE OF SUCH
DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428. UPON REQUEST, THE
REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS STAFF A COPY OR COPIES OF ALL
OF THE DOCUMENTS INCLUDED IN SUCH FILE.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement incorporates herein by reference the following
documents which have been filed (File No. 1-7629) with the Commission by Houston
Industries Incorporated (the "Company") pursuant to the Securities Exchange Act
of 1934, as amended ("Exchange Act"):
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;
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; and
5. The Annual Report on Form 11-K of the Savings Plan of Houston
Industries Incorporated for the year ended December 31, 1993.
All documents filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered hereby
have been sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing such documents.
Any statement contained herein or incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02.A.(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 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
II-1
<PAGE> 4
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. 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
NUMBER DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ --------------------------------------------- ---------------- ----------- ---------
<C> <S> <C> <C> <C>
4.1* Restated Articles of Incorporation of the Form 10-Q for 1-7629 3
Company. the quarter
ended June 30,
1993
4.2* Amended and Restated Bylaws of the Company. Form 8-K dated 1-7629 3
June 29, 1992
4.3* Rights Agreement dated July 11, 1990 between Form 8-K dated 1-7629 4(a)(1)
the Company and Texas Commerce Bank National July 11, 1990
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.
4.4* Agreement and Appointment of Agent dated as Form 8-K dated 1-7629 4(a)(2)
of July 11, 1990 between the Company and the July 11, 1990
Rights Agent.
4.5* Houston Industries Incorporated Savings Plan Post-Effective 33-38344 4.5
(As Amended and Restated Effective January 1, Amendment No. 1
1994). to Form S-8
Registration
Statement filed
February 24,
1994
4.6* First Amendment to Houston Industries Form 10-Q for 1-7629 99(d)
Incorporated Savings Plan (As Amended and the quarter
Restated Effective January 1, 1994). ended March 31,
1994
4.7 Second Amendment to Houston Industries
Incorporated Savings Plan (As Amended and
Restated Effective January 1, 1994).
4.8* ESOP Trust Agreement dated October 5, 1990 Form 10-K for 1-7629 10(j)(2)
between the Company and State Street Bank and the year ended
Trust Company, as ESOP Trustee. December 31,
1990
4.9* Master Savings Trust, as amended and restated Form 10-Q for 1-7629 10
effective January 1, 1994, between the the quarter
Company and Texas Commerce Bank National ended March 31,
Association. 1994
5 Opinion of Baker & Botts, L.L.P.
23.1 Consent of Deloitte & Touche LLP
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ --------------------------------------------- ---------------- ----------- ---------
<S> <C> <C> <C> <C>
23.2 Consent of Baker & Botts, L.L.P. (included in
Exhibit 5).
24 Powers of Attorney.
</TABLE>
- ---------------
*Incorporated herein by reference as indicated.
Pursuant to Item 8, no opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act is required or
provided because of the undertaking set forth below.
The Company hereby undertakes that it has submitted the Plan, as amended
and restated effective as of January 1, 1994, and the amendments thereto through
April 1994, to the Internal Revenue Service (IRS) in June, 1994 and will submit
all future amendments and make all changes required by the IRS in order to
qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act 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;
(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 undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act 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
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
II-3
<PAGE> 6
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 Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE> 7
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-8 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 7, 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 7, 1994
- ------------------------------------------ Officer and Director
(Don D. Jordan) (Principal Executive and
Financial Officer and
Director)
/s/ MARY P. RICCIARDELLO Comptroller (Principal September 7, 1994
- ------------------------------------------ Accounting Officer)
(Mary P. Ricciardello)
* MILTON CARROLL, JOHN T. CATER, ROBERT J.
CRUIKSHANK, LINNET F. DEILY, JOSEPH M.
HENDRIE, HOWARD W. HORNE, ALEXANDER F. Directors September 7, 1994
SCHILT, KENNETH L. SCHNITZER, SR.,
D. D. SYKORA, JACK T. TROTTER,
BERTRAM WOLFE
*By /s/ HUGH RICE KELLY
(Hugh Rice Kelly, Attorney-in-Fact)
</TABLE>
II-5
<PAGE> 8
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Benefits Committee has duly caused this Registration Statement or Amendment to
be signed on behalf of the Houston Industries Incorporated Savings Plan by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on September 7, 1994.
HOUSTON INDUSTRIES INCORPORATED
SAVINGS PLAN
By: /s/ D. D. SYKORA
----------------------------------
(D. D. Sykora, Chairman of the
Benefits Committee)
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NUMBER DESCRIPTION STATEMENT NUMBER REFERENCE
- ------ --------------------------------------------- ---------------- ----------- ---------
<S> <C> <C> <C> <C>
4.1* Restated Articles of Incorporation of the Form 10-Q for 1-7629 3
Company. the quarter
ended June 30,
1993
4.2* Amended and Restated Bylaws of the Company. Form 8-K dated 1-7629 3
June 29, 1992
4.3* Rights Agreement dated July 11, 1990 between Form 8-K dated 1-7629 4(a)(1)
the Company and Texas Commerce Bank National July 11, 1990
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.
4.4* Agreement and Appointment of Agent dated as Form 8-K dated 1-7629 4(a)(2)
of July 11, 1990 between the Company and the July 11, 1990
Rights Agent.
4.5* Houston Industries Incorporated Savings Plan Post-Effective 33-38344 4.5
(As Amended and Restated Effective January 1, Amendment No. 1
1994). to Form S-8
Registration
Statement filed
February 24,
1994
4.6* First Amendment to Houston Industries Form 10-Q for 1-7629 99(d)
Incorporated Savings Plan (As Amended and the quarter
Restated Effective January 1, 1994). ended March 31,
1994
4.7 Second Amendment to Houston Industries
Incorporated Savings Plan (As Amended and
Restated Effective January 1, 1994).
4.8* ESOP Trust Agreement dated October 5, 1990 Form 10-K for 1-7629 10(j)(2)
between the Company and State Street Bank and the year ended
Trust Company, as ESOP Trustee. December 31,
1990
4.9* Master Savings Trust, as amended and restated Form 10-Q for 1-7629 10
effective January 1, 1994, between the the quarter
Company and Texas Commerce Bank National ended March 31,
Association. 1994
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.
</TABLE>
- ---------------
*Incorporated herein by reference as indicated.
II-7
<PAGE> 1
EXHIBIT 4.7
HOUSTON INDUSTRIES INCORPORATED
SAVINGS PLAN
(As Amended and Restated Effective January 1, 1994)
Second Amendment
Houston Industries Incorporated, a Texas corporation (the
"Company"), having established the Houston Industries Incorporated Savings
Plan, as amended and restated effective January 1, 1994 and amended on April 7,
1994 (the "Plan"), and having reserved the right to amend the Plan under
Section 10.3 thereof, does hereby amend the Plan, effective January 1, 1994,
except as otherwise specified herein, as follows:
1. Section 1.8 of the Plan is amended, effective June 1,
1994, to read as follows:
"1.8 Committee: The Benefits Committee as described in
Article II."
2. The first sentence of Section 1.11 of the Plan is
hereby amended to read as follows:
"The total cash compensation actually paid for personal
services to the respective Participant by the Employer during the
applicable payroll period plus any amounts contributed by an Employer
pursuant to a salary reduction agreement and which is not includable
in gross income of the Participant under Code Section 125."
3. The third sentence of Section 1.11 of the Plan is
hereby amended to read as follows:
"Compensation specifically excludes expense allowances,
benefits received under the Long Term Disability Plan of an Employer
and contributions of the Employer to or benefits under this Plan or
any other welfare or deferred compensation plan not expressly included
above."
<PAGE> 2
4. Section 1.15 of the Plan is hereby amended to read as
follows:
"1.15 Employee: Any person regularly and principally
employed by an Employer, and including (i) any disabled individual on
'Initial LTD Status' or inactive status under the Long Term Disability
Plan of an Employer and (ii) any 'leased employee' (as defined in
Section 414 of the Code, subject to Section 414(n)(5)) performing
services for an Employer. In addition to the above, the term Employee
shall include any person receiving remuneration for personal services
(or would be receiving such remuneration except for an authorized
leave of absence) rendered as an employee of a foreign affiliate (as
defined in Code Section 3121(l)(6)) of an Employer to which an
agreement extending coverage under the Federal Social Security Act
entered into by an Employer under Section 3121(l) of said Code
applies, provided that such person is a citizen or resident of the
United States."
5. Section 1.20 of the Plan is hereby amended, effective
October 1, 1994, to read as follows:
"1.20 Entry Date: January 1, April 1, July 1 and October
1 of each Plan Year."
6. Section 1.33 of the Plan is hereby amended to read as
follows:
"1.33 Participant: A current or former eligible Employee
who, pursuant to provisions of Article III hereof, has elected to
participate in the Plan, and who at any relevant time is either
making, or has made, Pre-Tax Basic Contributions and/or After-Tax
Basic Contributions to the Plan, and for whom contribution accounts
continue to be held under the Plan. A former Employee shall be deemed
a Participant under the Plan as long as he has an Account in the Trust
Fund which has not been forfeited under Section 6.1 hereof and thus
will be entitled to exercise all the rights and privileges granted
active Employees who are Participants except as otherwise specifically
provided in the case of Participant loans under Section 8.1 hereof."
7. The first sentence of the second paragraph of Section
2.15 of the Plan is hereby amended to read as follows:
"The Committee shall notify the applicant of the benefits
determination within a reasonable time after receipt of the claim,
such time not to exceed 90 days unless special circumstances require
an extension of time for processing the application."
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<PAGE> 3
8. Section 2.15 is hereby amended to add the following
sentence to the end thereof:
"Participants shall be given timely written notice of the time limits
set forth herein for determination on claims, appeal of claim denial
and decisions on appeal."
9. The third sentence of Section 2.16 is hereby amended
to read as follows:
"The Committee shall reconsider the application in light of such
additional information and comments as the applicant may have
presented and, if the applicant shall have so requested, may grant the
applicant a formal hearing before the Committee in its discretion."
10. The fifth sentence of Section 2.16 is hereby amended
to read as follows:
"The Committee shall render a decision no later than the date of the
Committee meeting next following receipt of the request for review,
except that (i) a decision may be rendered no later than the second
following Committee meeting if the request is received within 30 days
of the first meeting and (ii) under special circumstances which
require an extension of time for rendering a decision (including but
not limited to the need to hold a hearing), the decision may be
rendered not later than the date of the third Committee meeting
following the receipt of the request for review."
11. Section 3.1 of the Plan is hereby amended, effective
October 1, 1994, by deleting the last sentence and inserting the following in
lieu thereof:
"Each Employee who is eligible, who is not a Participant and who began
Service with an Employer after October 1, 1993 but prior to October 1,
1994 shall be initially eligible to participate in the Plan as of
October 1, 1994. Each Employee who is eligible and who began Service
with an Employer on or after October 1, 1994 shall be initially
eligible to participate in the Plan as of the first Entry Date next
following the date he first begins Service."
12. The fourth sentence of Section 4.2 of the Plan is
hereby amended to read as follows:
"A Participant's Pre-Tax Contributions under this Plan and all other
plans, contracts or arrangements of the Employer shall not exceed a
maximum contribution of $9,240 (as adjusted by the Secretary of the
Treasury) for each calendar year."
-3-
<PAGE> 4
13. The last paragraph of Section 4.2 of the Plan is
hereby amended, effective October 1, 1994, to read as follows:
"Subject to the last sentence of this Paragraph, in addition
to the election made during annual enrollment, a Participant may
change the rate of his Pre-Tax Basic Contribution and/or Pre-Tax
Excess Contribution as of any Entry Date during the Plan Year by prior
written notice to the Committee given in such manner and at such time
as may be prescribed from time to time by the Committee. A
Participant may discontinue his Pre-Tax Basic Contribution and/or
Pre-Tax Excess Contribution as of any Entry Date during the Plan Year
by prior written notice to the Committee given in such manner and at
such time as may be prescribed from time to time by the Committee.
Any Participant who discontinues his Pre-Tax Basic Contribution or
Pre-Tax Excess Contribution at any time during the Plan Year except
January 1 shall be ineligible to recommence such Contribution prior to
the next following January 1. A Participant in the Plan can change or
discontinue the amount of his Contributions to the Plan as described
above; provided that only one such election to change or discontinue
shall be permitted during each Plan Year."
14. The third paragraph of Section 4.3 of the Plan is
hereby amended, effective October 1, 1994, to read as follows:
"Subject to the last sentence of this Paragraph, an HII
Participant may change the amount of his After-Tax Basic Contribution
and/or After-Tax Excess Contribution as of any Entry Date during the
Plan Year by prior written notice to the Committee given in such
manner and at such time as may be prescribed from time to time by the
Committee. A Participant may discontinue his After-Tax Basic
Contribution and/or After-Tax Excess Contribution as of any Entry Date
during the Plan Year by prior written notice to the Committee given in
such manner and at such time as may be prescribed from time to time by
the Committee. Any HII Participant who discontinues his After-Tax
Basic Contribution and/or After-Tax Excess Contribution at any time
during the Plan Year except January 1 shall be ineligible to
recommence such Contribution prior to the next following January 1.
Participants in the Plan can change or discontinue the amount of his
Contributions to the Plan as described above; provided that only one
such election to change or discontinue shall be permitted during each
Plan Year."
15. Paragraph (f) of Section 4.18 of the Plan is hereby
amended to read as follows:
"(f) A rollover account shall be subject to the same rules
as a Pre-Tax Contribution Account for all purposes of the Plan,
including, but not by way of
-4-
<PAGE> 5
limitation, rules regarding investments, withdrawals, distributions
and loans under the Plan."
16. The second paragraph of Section 6.6 of the Plan is
hereby amended in its entirety to read as follows:
"In the case of a distribution under Section 6.3 on account of
the Participant's death, the Committee shall pay the entire amount in
the Participant's Accounts to the party or parties entitled thereto
under Section 6.3 within five years after the death of such
Participant."
17. The first sentence of Section 7.3 of the Plan is
hereby amended to read as follows:
"Each Participant who elects to withdraw all or a portion of
his After-Tax Basic Contributions shall be suspended from
participation in the Plan from the Valuation Date preceding the
distribution of the withdrawal until the first Entry Date coincident
with or next following six full months from the date of such
withdrawal provided the Committee has received prior to such Entry
Date the Participant's written election (in the form and manner
prescribed in Section 3.4 hereof) to commence participation after such
suspension; provided further, however, that such suspension shall not
apply to any Participant who has at least five years of Service."
18. The first two sentences of Section 7.4 of the Plan
are hereby amended to read as follows:
"Any Participant who is an Employee (including any such
Participant on an Authorized Absence) may make application to the
Committee to borrow from his Pre-Tax Contribution Account in the Trust
Fund, and the Committee in its sole discretion may permit such a loan.
In addition to Participants who are Employees (including any such
Participant on an Authorized Absence), loans shall be available to any
former Participant or any Beneficiary or "alternate payee" with
respect to a former Participant, but, if and only if, such person is a
"party in interest" with respect to the Plan within the meaning of
ERISA Section 3(14) and who must be eligible to obtain a Plan loan in
order for exemptions set forth in 29 C.F.R. Section 2550.408b-1 to
apply to the Plan (herein, together with Participants who are
Employees and those on Authorized Absence, collectively referred to as
"Borrower")."
-5-
<PAGE> 6
19. The third full paragraph of Section 8.1 of the Plan
is hereby amended, effective October 1, 1994, to read as follows:
"Each Participant shall elect an investment option at the time
he begins participating in the Plan. The Participant, effective on
any succeeding monthly Valuation Date, by prior written notice to the
Committee given in such manner and at such time as may be prescribed
from time to time by the Committee, may (i) change his instructions
with respect to the investment of his future Pre-Tax and After-Tax
Contributions in the Trust Fund in any combination of 10% increments
and/or (ii) change his instructions with respect to the investment of
the current values in his Pre-Tax Contribution Account and After-Tax
Contribution Account in any whole percentage increments as he may
determine between the investment accounts."
20. The first two sentences of Section 10.3 of the Plan
are hereby amended, effective September 7, 1994, to read as follows:
"Except as otherwise expressly provided in this Section, (i)
the Company shall have the right to amend or modify this Plan and the
Trust Agreement (with the consent of the Trustee, if required) at any
time and from time to time to the extent that it may deem advisable
and (ii) the Committee shall have the right to amend or modify this
Plan and the Trust Agreement (with the consent of the Trustee, if
required) to modify the administrative provisions of the Plan and for
any changes required by applicable law or by the Internal Revenue
Service to maintain the qualified status of the Plan and related Trust
at any time and from time to time to the extent that it may deem
advisable. Any such amendment or modification shall be set out in an
instrument in writing duly authorized by the Board of Directors of the
Company or the Committee, as the case may be, and executed by an
appropriate officer of the Company or member of the Committee."
IN WITNESS WHEREOF, Houston Industries Incorporated has caused
these presents to be executed by its duly authorized officers in a number of
copies, all of which shall constitute one and the same instrument, which may be
sufficiently evidenced by any executed
-6-
<PAGE> 7
copy hereof, on this 7th day of September, 1994, but
effective as of the dates specified herein.
HOUSTON INDUSTRIES INCORPORATED
By /s/ D. D. SYKORA
_______________________________
D. D. Sykora
President and Chief Operating Officer
ATTEST:
/s/ RICHARD B. DAUPHIN
_____________________________
Assistant Corporate Secretary
-7-
<PAGE> 1
Exhibit 5
September 7, 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-8 (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 5,000,000 shares (the "Shares") of common stock, without par value,
of the Company, to be issued from time to time pursuant to the terms of the
Company's Savings Plan (the "Plan"), certain legal matters in connection with
the Common Stock 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 connection with the matter
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.
We have assumed that all signatures on all documents examined
by us are genuine, that all documents submitted to us as originals are
accurate and complete, that all documents submitted to us as copies are true
and correct copies of the originals thereof and that all information submitted
to us was accurate and complete.
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. When issued in accordance with the terms and
provisions of the Plan and at a price per share at least equal to the
closing price of a share of Common Stock on the
<PAGE> 2
Houston Industries Incorporated -2- September 7, 1994
New York Stock Exchange on the day of the purchase by the respective
Trustee under the Plan, the Shares that are issued as newly issued
shares by the Company will be duly authorized, validly issued, fully
paid and nonassessable.
We are members of the Texas Bar and the opinions set forth
above are limited in all respects to matters of Texas law and applicable
federal law as in effect on the date hereof.
Very truly yours,
/S/ BAKER & BOTTS, L.L.P.
MSS/KSC
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
HOUSTON INDUSTRIES INCORPORATED:
We consent to the incorporation by reference in this Registration Statement of
Houston Industries Incorporated on Form S-8 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.
DELOITTE & TOUCHE LLP
Houston, Texas
September 7, 1994
<PAGE> 1
EXHIBIT 24
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ MILTON CARROLL
---------------------------------
Milton Carroll
<PAGE> 2
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ JOHN T. CATER
---------------------------------
John T. Cater
<PAGE> 3
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ ROBERT J. CRUIKSHANK
---------------------------------
Robert J. Cruikshank
<PAGE> 4
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ LINNET F. DEILY
---------------------------------
Linnet F. Deily
<PAGE> 5
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ JOSEPH M. HENDRIE
---------------------------------
Joseph M. Hendrie
<PAGE> 6
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ HOWARD W. HORNE
---------------------------------
Howard W. Horne
<PAGE> 7
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ ALEXANDER F. SCHILT
---------------------------------
Alexander F. Schilt
<PAGE> 8
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ KENNETH L. SCHNITZER, SR.
---------------------------------
Kenneth L. Schnitzer, Sr.
<PAGE> 9
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ D. D. SYKORA
---------------------------------
D. D. Sykora
<PAGE> 10
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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
<PAGE> 11
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated Savings Plan)
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-8 (the "Registration Statement"),
including in each instance any prospectus included therein (a "Prospectus"),
with such 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
common stock, without par value, of the Company and the preference purchase
rights appurtenant thereto, to be issued to employees of the Company or its
subsidiaries in connection with the Houston Industries Incorporated Savings
Plan.
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 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 7th
day of September, 1994.
/s/ BERTRAM WOLFE
---------------------------------
Bertram Wolfe
