<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1994
REGISTRATION NO. 33-52207
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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]
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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.
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<PAGE>
SUBJECT TO COMPLETION, DATED MAY 26, 1994
PROSPECTUS
HOUSTON INDUSTRIES INCORPORATED
4,000,000 SHARES
COMMON STOCK
INVESTOR'S CHOICE PLAN
Houston Industries Incorporated (the "Company") hereby offers participation
in its Investor's Choice Plan ("Investor's Choice" or the "Plan"). The Plan is
designed to provide investors with a convenient way to purchase shares of the
Company's common stock, without par value ("Common Stock"), and to reinvest all
or a portion of the cash dividends paid and interest payments made on certain
securities of the Company and its subsidiaries (the "Eligible Securities") in
shares of Common Stock. For a listing of Eligible Securities, see "Houston
Industries Incorporated Investor's Choice Plan--Eligible Securities."
PARTICIPANTS IN INVESTOR'S CHOICE MAY:
. Reinvest all or a portion of cash dividends paid or interest payments made
on Eligible Securities registered in their names or Common Stock credited
to their Plan accounts in shares of Common Stock.
. Make an initial investment in Common Stock with a cash payment of at least
$250 or, if already a holder of Eligible Securities, increase their
investment in Common Stock by making optional cash payments at any time of
at least $50 for any single investment, up to a maximum of $120,000 per
calendar year.
. Receive, upon written request, certificates for whole shares of Common
Stock credited to their Plan accounts.
. Deposit certificates representing Common Stock into the Plan for
safekeeping.
. Sell shares of Common Stock credited to their Plan accounts through the
Plan.
Shares of Common Stock will be purchased under the Plan, at the option of the
Company, from newly issued shares, shares held in the treasury of the Company
or shares purchased in the open market. Any open market purchases will be
effected through an Independent Agent (as hereinafter defined) selected by the
Company. The Common Stock is listed on the New York, Chicago and London Stock
Exchanges. The closing price of the Common Stock on May 25, 1994 on the New
York Stock Exchange was $31 5/8.
The purchase price of newly issued or treasury shares of Common Stock
purchased under the Plan for an Investment Date (as hereinafter defined) will
be the average of the high and low sales prices of the Common Stock reported on
the New York Stock Exchange Composite Tape as published in The Wall Street
Journal for the trading day preceding that Investment Date. The price of shares
of Common Stock purchased or sold in the open market will be the weighted
average price per share (adjusted for brokerage commissions, any related
service charges and applicable taxes) of the aggregate number of shares
purchased or sold, respectively, in the open market for the relevant period.
There will be no discount from these purchase prices offered for shares of
Common Stock purchased under the Plan. The Company will pay the costs of
administration of the Plan, except that Investor's Choice participants will
bear the cost of brokerage commissions, any related service charges and
applicable taxes relating to shares of Common Stock purchased or sold in the
open market.
To the extent required by applicable law in certain jurisdictions, including
Arizona, Florida, Maine, Nebraska, North Carolina, North Dakota, Ohio, Oklahoma
and Vermont, shares of Common Stock offered under Investor's Choice to persons
not presently record holders of Common Stock are offered only through a
registered broker/dealer in such jurisdictions.
This Prospectus contains a summary of the material provisions of the Plan
and, therefore, this Prospectus should be retained by participants in the Plan
("Participants") for future reference.
-----------
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 May , 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 of 1933, as amended
("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 Report on Form 10-Q for the quarter ended
March 31, 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 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 document which 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 or for additional information regarding the Plan and
its Administrator 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 March 31, 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 March 31, 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
March 31, 1994, KBLCOM's systems served approximately 613,000 basic cable
customers subscribing to approximately 490,000 premium programming units and,
according to information provided by Paragon's managing partner, Paragon served
approximately 940,000 basic cable customers subscribing to approximately
544,000 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.
APPLICATION OF PROCEEDS
Since purchases of Common Stock under the Plan may be satisfied by any of (i)
the purchase of new shares of Common Stock issued by the Company, (ii) the
purchase of shares of Common Stock held in the Company's treasury, or (iii) the
purchase of shares of Common Stock in the open market, the number of shares of
Common Stock, if any, that the Company ultimately will sell under Investor's
Choice is not known. If newly issued or treasury shares of Common Stock are
purchased under the Plan, the proceeds from such sales will be used for general
corporate purposes, including, without limitation, the redemption, repayment or
retirement of outstanding indebtedness of the Company or the advance or
contribution of funds to one or more of the Company's subsidiaries to be used
for their general corporate purposes, including, without limitation, the
redemption, repayment or retirement of indebtedness or preferred stock of one
or more of such subsidiaries. The Company will not receive any proceeds when
shares of Common Stock are purchased under the Plan in the open market.
3
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
INVESTOR'S CHOICE PLAN
PURPOSE
The purpose of Investor's Choice is to provide existing and potential
investors in the Company and its subsidiaries with a convenient way to purchase
shares of Common Stock and to reinvest all or a portion of the cash dividends
paid and interest payments made on Eligible Securities in shares of Common
Stock.
PLAN FEATURES
. Interested investors, not already record or registered holders of
Eligible Securities, may become Participants by making an initial minimum
cash investment of at least $250 to purchase Common Stock through the
Plan.
. Record or registered holders of Eligible Securities not already
Participants may become Participants by electing to have dividend and
interest payments on all or a portion of their Eligible Securities
reinvested in Common Stock, depositing certificates representing Common
Stock into the Plan for safekeeping or making an initial minimum cash
investment of at least $50 to purchase Common Stock through the Plan.
. In addition to having their dividend and interest payments on Eligible
Securities reinvested in Common Stock, Participants may invest additional
funds in Common Stock through optional cash investments of at least $50
for any single investment up to $120,000 per calendar year. Optional cash
investments may be made occasionally or at regular intervals, as the
Participant desires.
. Funds invested in the Plan are fully invested in Common Stock through the
purchase of whole shares and fractions of shares, and proportionate cash
dividends on fractions of shares of Common Stock are used to purchase
additional shares of Common Stock.
. Investor's Choice offers a "safekeeping" service whereby Participants may
deposit, free of any service charges, certificates representing Common
Stock held in certificate form into the Plan. Shares of Common Stock so
deposited will be credited to the account of the Participant (an
"Account"). This service can be selected by Participants without
participating in any other feature of the Plan.
. A Participant may direct the Company, at any time and at no cost to the
Participant, to transfer all or a portion of the shares of Common Stock
credited to his Account (including those shares of Common Stock deposited
into the Plan for safekeeping) to the Account of another Participant (or
to set up an Account for a new Participant in connection with such
transfer) or to send certificate(s) representing such shares to the
Participant or another designated person or entity.
. Quarterly statements ("Statements of Account") will be mailed to each
Participant showing all transactions completed during the year to date,
total shares of Common Stock credited to the Participant's Account and
other information related to his Account.
. Participants may direct that all, a portion or none of their dividend or
interest payments on Eligible Securities, including shares of Common
Stock purchased for a Participant under the Plan and shares of Common
Stock deposited into the Plan for safekeeping, be reinvested in shares of
Common Stock. Dividend and interest payments not reinvested will be paid
in the usual manner.
. Participants may sell shares of Common Stock credited to their Accounts
(including those shares of Common Stock deposited into the Plan for
safekeeping) through the Plan.
4
<PAGE>
While Investor's Choice has numerous features, certain of the Plan's features
have ramifications that should be considered by Participants. For example,
Participants have no control over the price, and, in the case of shares of
Common Stock purchased or sold in the open market by an Independent Agent, the
time, at which the Common Stock is purchased or sold, respectively, for their
Account. Purchases in the open market may begin on the relevant Investment Date
and may be completed up to 30 days after the Investment Date. Sales by
Participants under the Plan will be made by an Independent Agent as soon as
practicable after the processing of the sales request. The price of any shares
of Common Stock purchased or sold in the open market for Participants will be
the weighted average price per share of the aggregate number of shares
purchased or sold, as the case may be, for the relevant period. Therefore,
Participants bear the market risk associated with fluctuations in the price of
the Common Stock. Furthermore, no interest will be paid on funds held by the
Administrator (as hereinafter defined) pending investment under the Plan. Under
the Plan, optional and initial cash investments must be received by the
Administrator no later than two business days prior to an Investment Date to be
invested beginning on that Investment Date. Otherwise, the investment may be
held by the Administrator and invested beginning on the next Investment Date.
(See "--Initial Cash Investments and Optional Cash Investments.") In addition,
optional and initial cash investments need not be returned to Participants
unless a written request is received by the Administrator no later than two
business days prior to the applicable Investment Date.
SUMMARY
The following is a summary of the material terms and provisions of Investor's
Choice and does not purport to be a complete description of all terms and
provisions of Investor's Choice. The following summary is qualified in its
entirety by reference to all of the terms and provisions of the Plan, which is
an exhibit to the Registration Statement.
ADMINISTRATION
Administration of the Plan is conducted by the individual (who may be an
employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
Investor's Choice (the "Administrator"). The Company will be the initial
Administrator. The Administrator is responsible for administering the Plan,
receiving all cash investments made by Participants, maintaining records of
each Participant's Account activities, issuing Statements of Account and
performing other duties required by the Plan. The Administrator or its nominee,
as custodian, will hold one or more certificates registered in its name
representing the aggregate number of whole shares of Common Stock purchased
under, or deposited for safekeeping into, the Plan and credited to
Participants' Accounts. The Administrator will forward funds to be used to
purchase shares of Common Stock in the open market to an agent selected by the
Company (an "Independent Agent") that is an "agent independent of the issuer,"
as that term is defined in the rules and regulations under the Exchange Act.
Additionally, the Administrator will promptly forward sales instructions to the
Independent Agent. The Independent Agent is responsible for purchasing and
selling shares of Common Stock in the open market for Participants' Accounts in
accordance with the provisions of the Plan. Under certain circumstances, the
Administrator may be an Independent Agent.
Participants may contact the Administrator by writing:
Houston Industries Incorporated
Investor Services Department
P. O. Box 4505
Houston, Texas 77210
or by telephoning toll-free (800) 231-6406 (if calling from outside Texas),
(800) 392-4261 (if calling from within Texas), or, in Houston, (713) 629-3060
between 8 a.m. and 5 p.m., Monday through Friday, Central Time. Written
communications may be sent by telecopier (fax) to (713) 629-3129.
5
<PAGE>
ELIGIBILITY
Any person or entity, whether or not a record holder of Common Stock, is
eligible to participate in Investor's Choice, provided that (i) such person or
entity fulfills the prerequisites for participation described below under
"Enrollment Procedures" and (ii) in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate local laws applicable to the Company, the Plan
and the Participant.
ENROLLMENT PROCEDURES
HOLDERS OF COMMON STOCK CURRENTLY PARTICIPATING IN THE COMPANY'S DIVIDEND
REINVESTMENT PLAN, WHICH IS BEING REPLACED BY INVESTOR'S CHOICE (BY MEANS OF
AMENDMENT AND RESTATEMENT), WILL AUTOMATICALLY BE PARTICIPANTS IN THE PLAN
WITHOUT SENDING IN A NEW ENROLLMENT FORM ("ENROLLMENT FORM"). HOWEVER, A
PARTICIPANT WHO WISHES TO CHANGE HIS PARTICIPATION IN ANY WAY (E.G., FROM
PARTIAL TO FULL REINVESTMENT) MUST SUBMIT A NEW ENROLLMENT FORM.
After being furnished with a copy of this Prospectus, eligible applicants may
join Investor's Choice at any time by completing and signing an Enrollment Form
in the manner set forth below. REQUESTS FOR COPIES OF ENROLLMENT FORMS, AS WELL
AS COPIES OF OTHER INVESTOR'S CHOICE FORMS AND THIS PROSPECTUS, SHOULD BE MADE
IN WRITING OR BY TELEPHONE TO THE ADMINISTRATOR'S ADDRESS AND TELEPHONE NUMBERS
LISTED IN "--ADMINISTRATION" ABOVE. RECORD OR REGISTERED HOLDERS OF ELIGIBLE
SECURITIES SHOULD BE SURE TO SIGN THEIR NAME(S) ON THE ENROLLMENT FORM EXACTLY
AS THEY APPEAR ON THEIR CERTIFICATES OR INSTRUMENTS.
In order to become a Participant in Investor's Choice, an eligible applicant
must complete and sign an Enrollment Form and return it to the Administrator
and (i) elect to have cash dividends paid or interest payments made on Eligible
Securities (see "--Eligible Securities" for a list of Eligible Securities) of
which such applicant is the record or registered holder invested in Common
Stock (see "--Reinvestment of Cash Dividend and Interest Payments"), (ii)
deposit certificates representing shares of Common Stock into the Plan for
safekeeping (see "--Safekeeping Service") or (iii) make an initial cash
investment (see "--Initial Cash Investments and Optional Cash Investments").
Eligible Securities held in "street name" (e.g., in the name of a bank, broker,
or trustee) are not eligible for inclusion in any aspect of Investor's Choice.
Beneficial owners of Eligible Securities registered in "street name" may
participate in Investor's Choice with respect to such securities (a) by
transferring those Eligible Securities which they wish to be subject to the
Plan into their own name and (b) by depositing shares of Common Stock into the
Plan for safekeeping and/or electing to reinvest cash dividend or interest
payments on such Eligible Securities in Common Stock (see "--Transfer of
Eligible Securities--From a Broker").
A person will become a Participant after a properly completed Enrollment Form
has been received and accepted by the Administrator.
ELIGIBLE SECURITIES
The following equity and debt securities of the Company and its subsidiaries
are Eligible Securities:
. Common Stock (including shares of Common Stock purchased through the
Plan)
. The Company's Debentures, 7 1/4% Series due December 1, 1996
. The Company's Debentures, 9 3/8% Series due June 1, 2001
. The Company's Debentures, 7 7/8% Series due July 1, 2002
. $4 Preferred Stock of HL&P
. $6.72 Cumulative Preferred Stock of HL&P
. $7.52 Cumulative Preferred Stock of HL&P
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. $8.12 Cumulative Preferred Stock of HL&P
. $8.50 Cumulative Preferred Stock of HL&P
. HL&P's First Mortgage Bonds, 5 1/4% Series due 1996
. HL&P's First Mortgage Bonds, 5 1/4% Series due 1997
. HL&P's First Mortgage Bonds, 6 3/4% Series due 1997
. HL&P's First Mortgage Bonds, 7 5/8% Series due March 1, 1997
. HL&P's First Mortgage Bonds, 6 3/4% Series due 1998
. HL&P's First Mortgage Bonds, 7 1/4% Series due 2001
. HL&P's First Mortgage Bonds, 9.15% Series due March 15, 2021
. HL&P's First Mortgage Bonds, 8 3/4% Series due March 1, 2022
. HL&P's First Mortgage Bonds, 7 3/4% Series due March 15, 2023
. HL&P's First Mortgage Bonds, 7 1/2% Series due July 1, 2023.
In addition, the Company may from time to time designate, in its sole
discretion, other equity or debt securities of the Company and its subsidiaries
as Eligible Securities by notifying the Administrator in writing of such
designation.
INITIAL CASH INVESTMENTS AND OPTIONAL CASH INVESTMENTS
Interested investors, whether or not record or registered holders of Eligible
Securities, may become Participants by making an investment through the Plan as
hereinafter described. ELIGIBLE APPLICANTS WHO ARE NOT RECORD OR REGISTERED
HOLDERS OF ELIGIBLE SECURITIES MUST INCLUDE A MINIMUM INITIAL CASH INVESTMENT
OF AT LEAST $250 WITH THEIR COMPLETED ENROLLMENT FORM. ELIGIBLE APPLICANTS WHO
ARE RECORD OR REGISTERED HOLDERS OF ELIGIBLE SECURITIES MUST INCLUDE A MINIMUM
INITIAL CASH INVESTMENT OF AT LEAST $50 WITH THEIR COMPLETED ENROLLMENT FORM.
Such investments may be made by personal check, money order or wire transfer
payable to Houston Industries Incorporated. DO NOT SEND CASH. Interested
investors making wire transfers should contact the Administrator for wire
instructions and may be charged fees by the commercial bank initiating the
transfer.
Participants may make optional cash investments by delivering to the
Administrator (a) a completed optional cash investment stub which will be
attached to each Participant's quarterly Statement of Account or an Enrollment
Form and (b) a personal check, money order or wire transfer payable to Houston
Industries Incorporated. DO NOT SEND CASH. Participants making wire transfers
should contact the Administrator for wire instructions and may be charged fees
by the commercial bank initiating the transfer. Optional cash investments must
be at least $50 for any single investment. There is no obligation to make any
optional cash investment and the amount and timing of such investments may vary
from time to time.
Optional cash investments may not exceed $120,000 in the aggregate per
calendar year (the "Maximum Amount"), which amount may be invested all at one
time. In determining whether the Maximum Amount has been reached, initial
investments will be counted as optional cash investments.
An Investment Date will occur once every month. (See "--Investment Dates.")
Optional and initial cash investments will be invested in Common Stock
beginning on the first Investment Date following their receipt by the
Administrator; provided, that such investments must be received by the
Administrator no later than two business days prior to an Investment Date to be
invested beginning on that Investment Date. Otherwise, the investment may be
held by the Administrator and invested beginning on the next Investment Date.
(See "--Investment Dates" and "--Purchases and Sales of Shares Generally.") NO
INTEREST WILL BE PAID ON FUNDS
7
<PAGE>
HELD BY THE ADMINISTRATOR PENDING INVESTMENT. Accordingly, Participants and
interested investors should transmit cash investments so as to reach the
Administrator shortly (but not less than two business days) before an
Investment Date.
Upon a Participant's written request, received by the Administrator no later
than two business days prior to the applicable Investment Date, a cash
investment not already invested in Common Stock will be returned to the
Participant. However, no refund of a check or money order will be made until
the funds from such instruments have been actually collected by the
Administrator. Accordingly, such refunds may be significantly delayed. If the
written request to stop investment is received by the Administrator within two
business days prior to an Investment Date, any cash investment then held by the
Administrator will be invested in Common Stock on such Investment Date.
Optional and initial cash investments, pending investment pursuant to
Investor's Choice, will be credited to a Participant's Account and held in an
escrow account which will be separated from any other funds or monies of the
Company. All cash investments are subject to collection by the Administrator of
full face value in U. S. funds. The method of delivery of any cash investment
is at the election and risk of the Participant or interested investor and will
be deemed received when actually received by the Administrator. If the delivery
is by mail, it is recommended that the Participant or interested investor use
properly insured, registered mail with return receipt requested, and that the
mailing be made sufficiently in advance of the Investment Date.
CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S
ACCOUNT THAT WERE PURCHASED THROUGH THE PLAN WITH OPTIONAL AND INITIAL CASH
INVESTMENTS WILL AUTOMATICALLY BE REINVESTED IN SHARES OF COMMON STOCK UNLESS
THE PARTICIPANT NOTIFIES THE ADMINISTRATOR OTHERWISE BY NOTATION ON THE
OPTIONAL CASH INVESTMENT STUB OR COMPLETED ENROLLMENT FORM, AS THE CASE MAY BE.
Funds payable to a Participant or an interested investor as a result of the
redemption, tender or maturity, including accrued interest and premium, if any,
of any of the Eligible Securities of which such Participant or interested
investor is the record or registered holder may be invested in Common Stock
through Investor's Choice at the request of such holder by delivering a
properly completed Enrollment Form covering such Eligible Securities to the
Administrator. Any amounts invested in Common Stock through the Plan as
described in the previous sentence will be treated as optional cash investments
in determining whether the Maximum Amount has been reached.
REINVESTMENT OF CASH DIVIDEND AND INTEREST PAYMENTS
Participants may elect to invest in Common Stock by reinvesting all or a
portion of cash dividends paid and interest payments made on all or a portion
of Eligible Securities registered in their names, Common Stock purchased
through the Plan and credited to their Accounts and Common Stock deposited into
the Plan for safekeeping, by designating such election on their Enrollment
Form. IF A PARTICIPANT DOES NOT MAKE AN ELECTION, CASH DIVIDENDS PAID ON SHARES
OF COMMON STOCK CREDITED TO A PARTICIPANT'S ACCOUNT THAT WERE PURCHASED THROUGH
THE PLAN OR DEPOSITED INTO THE PLAN FOR SAFEKEEPING WILL AUTOMATICALLY BE
REINVESTED IN SHARES OF COMMON STOCK. Participants electing partial
reinvestment of cash dividend and interest payments on any Eligible Securities
must designate the specific security for which such partial reinvestment is
desired and the whole dollar amount or whole numbers of shares for which
reinvestment is desired. Once a Participant elects reinvestment, cash dividend
and interest payments made on the designated Eligible Securities will be
reinvested in shares of Common Stock. THE AMOUNT SO REINVESTED WILL BE REDUCED
BY ANY AMOUNT WHICH IS REQUIRED TO BE WITHHELD UNDER ANY APPLICABLE TAX OR
OTHER STATUTES. If the Participant has specified partial reinvestment, that
portion of cash dividend and interest payments not designated for reinvestment
will be sent to the Participant by check in the usual manner or with regard to
the partial reinvestment of cash dividends on Common Stock credited to the
Participant's Account, by electronic direct deposit, if the Participant has
elected the direct deposit option (see "--Direct Deposit of Dividends Not
Reinvested").
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Dividends and interest payments will be invested in Common Stock beginning
either on the date of payment, if such payment date is an Investment Date, or
on the first Investment Date following such payment. (See "--Investment Dates"
and "--Purchases and Sales of Shares Generally.") Cash dividend and interest
payment reinvestment amounts, pending investment pursuant to Investor's Choice,
will be credited to a Participant's Account and held in an escrow account which
will be separated from any other funds or monies of the Company. INTEREST
PAYMENTS ON DEBT ELIGIBLE SECURITIES ARE GENERALLY MADE ON THE 1ST OR 15TH DAY
OF THE RELEVANT MONTH, WHILE THE INVESTMENT DATE IS GENERALLY THE 10TH DAY OF
THE MONTH. (See "--Investment Dates.") NO INTEREST WILL BE PAID ON SUCH FUNDS
HELD BY THE ADMINISTRATOR PENDING INVESTMENT.
CHANGING PLAN OPTIONS
A Participant may change his Investor's Choice options, including (i)
changing the reinvestment level (i.e., full, partial or none) of cash dividend
and interest payments on Eligible Securities and (ii) changing the designation
of Eligible Securities on which cash dividend or interest payments are subject
to reinvestment, by delivering written instructions or a new Enrollment Form to
that effect to the Administrator. To be effective with respect to a particular
cash dividend or interest payment, any such instructions must be received by
the Administrator at least two business days prior to the payment date relating
to such cash dividend or interest payment. If such instructions are not
received by the Administrator at least two business days prior to the payment
date, the instructions will not become effective until after such dividend or
interest is paid. The shares of Common Stock purchased with such funds will be
credited to the Participant's Account.
DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED
A Participant who elects not to reinvest in Common Stock all or any portion
of cash dividends on shares of Common Stock credited to his Account may receive
such cash dividends by electronic deposit to the Participant's predesignated
bank, savings, or credit union account. To receive a direct deposit of funds,
Participants must complete and sign a Direct Deposit Authorization Form and
return it to the Administrator. Direct deposit will become effective as
promptly as practicable after receipt of a completed Direct Deposit
Authorization Form. Changes in designated direct deposit accounts may be made
by delivering a completed Direct Deposit Authorization Form to the
Administrator.
Cash dividends on shares of Common Stock not designated for reinvestment and
not directly deposited will be paid by check on the applicable Dividend Payment
Date (as hereinafter defined).
INVESTMENT DATES
An "Investment Date" under the Plan will be, (i) in any month in which a cash
dividend on the Common Stock is paid (a "Dividend Payment Date"), normally the
10th day of March, June, September and December of each year, such Dividend
Payment Date and (ii) in any month in which no Dividend Payment Date occurs,
the 10th day of the month or, if the 10th day is not a business day, the
business day immediately preceding the 10th day of such month.
PURCHASES AND SALES OF SHARES GENERALLY
Shares of Common Stock purchased for Participants under the Plan will be
either newly issued shares or shares held in the treasury of the Company or, at
the Company's option, shares of Common Stock purchased in the open market by an
Independent Agent. As of the date of this Prospectus, shares of Common Stock
purchased for Participants under the Plan are being purchased in the open
market by an Independent Agent. The Plan provides that the Company may not
change its determination regarding the source of purchases of the shares (i.e.,
from the Company or in the open market) more than once in any 12-month period.
At any time that shares of Common Stock are purchased for Participants under
the Plan in the open market, the Company will not exercise its right to change
the source of purchases of shares of Common Stock absent a determination by the
Company's Board of Directors or Finance Committee of the Board of Directors
that the Company has a compelling reason for such change.
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Purchases of shares of Common Stock from the Company, whether newly issued or
treasury shares, will be made on the relevant Investment Date at the average of
the high and low sales prices of the Common Stock reported on the New York
Stock Exchange Composite Tape as published in The Wall Street Journal for the
trading date preceding the Investment Date. In the event no trading is reported
for the trading day, the purchase price may be determined by the Company on the
basis of such market quotations as it deems appropriate. No brokerage
commissions will be charged on shares acquired directly from the Company.
Purchases in the open market may begin on the relevant Investment Date and
will be completed no more than 30 days after the Investment Date, except as
required by applicable federal securities or other laws or stock exchange
regulations. The price of any shares of Common Stock purchased or sold in the
open market for Participants will be the weighted average price per share
(ADJUSTED FOR BROKERAGE COMMISSIONS, ANY RELATED SERVICE CHARGES AND APPLICABLE
TAXES) of the aggregate number of shares purchased or sold, as the case may be,
for the relevant Investment Date or period, respectively.
The number of shares (including any fraction of a share rounded to three
decimal places) of Common Stock credited to the Account of a Participant for a
particular Investment Date will be determined by dividing the total amount of
cash dividends, interest payments, optional cash investments and/or initial
cash investments to be invested for such Participant on such Investment Date by
the relevant purchase price per share.
With regard to open market purchases and sales of shares of Common Stock by
an Independent Agent, none of the Company, the Administrator (if it is not also
the Independent Agent) nor any Participant will have any authority or power to
direct the time or price at which shares may be purchased or sold, the markets
on which the shares are to be purchased or sold (including on any securities
exchange, in the over-the-counter market or in negotiated transactions), or the
selection of the broker or dealer (other than any Independent Agent) through or
from whom purchases and sales may be made, except that the timing of such
purchases and sales must be made in accordance with the terms and conditions of
Investor's Choice. The Independent Agent may commingle each Participant's funds
with those of other Participants for the purpose of executing purchase and sale
transactions. Dividend and voting rights will commence upon settlement, whether
shares are purchased from the Company or any other source.
SAFEKEEPING SERVICE
At the time of enrollment, or at any later time, Participants may take
advantage of the Plan's cost-free safekeeping services. Common Stock held in
certificate form by a Participant may be deposited into the Plan, to be held by
the Administrator or its nominee, by delivering a completed Enrollment Form and
such certificates to the Administrator. Such certificates should not be
endorsed. The shares of Common Stock so deposited will be transferred into the
name of the Administrator or its nominee, as custodian, and credited to the
Participant's Account. Thereafter, such shares of Common Stock will be treated
in the same manner as shares of Common Stock purchased under the Plan and
credited to the Participant's Account. References herein to shares of Common
Stock credited to a Participant's Account will include shares of Common Stock
deposited into the Plan for safekeeping unless otherwise indicated. CASH
DIVIDENDS PAID ON SHARES OF COMMON STOCK CREDITED TO A PARTICIPANT'S ACCOUNT
THAT WERE DEPOSITED INTO THE PLAN FOR SAFEKEEPING WILL AUTOMATICALLY BE
REINVESTED IN SHARES OF COMMON STOCK UNLESS THE PARTICIPANT NOTIFIES THE
ADMINISTRATOR OTHERWISE ON HIS ENROLLMENT FORM.
SALE OF SHARES OF COMMON STOCK
A Participant may request, at any time, that all or a portion of the shares
of Common Stock credited to his Account be sold by delivering to the
Administrator a completed Sale/Transfer Request Form. ONLY WHOLE SHARES OF
COMMON STOCK CREDITED TO A PARTICIPANT'S ACCOUNT MAY BE SOLD UNDER THE PLAN.
The Administrator will forward the sale instructions to an Independent Agent
within five business days of receipt (except as described in the following
paragraph). An Independent Agent will sell such shares as soon as practicable
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after processing the request and will transmit to the Participant the proceeds
of the sale (less brokerage fees and commissions and any transfer taxes). (See
"--Purchases and Sales of Shares Generally" for the applicable sales price.)
Proceeds of shares of Common Stock sold through Investor's Choice will be paid
to the Participant by check.
Except as described in the following sentence, if instructions for the sale
of shares of Common Stock are received by the Administrator on or after an ex-
dividend date but before the related Dividend Payment Date, the sale will be
processed as described above and a separate check for the dividends will be
mailed to the Participant following the Dividend Payment Date or will be
directly deposited into the Participant's designated direct deposit account, as
applicable. If instructions for the sale of shares of Common Stock on which
cash dividends are being reinvested are received by the Administrator within
two business days prior to a Dividend Payment Date, the dividends paid on that
Dividend Payment Date will be invested in Common Stock through the Plan, and
(i) if the Participant's sale instructions cover less than all of the shares of
Common Stock credited to his Account, the newly purchased shares will be
credited to his Account or (ii) if the Participant's sale instructions cover
all of the shares of Common Stock credited to his Account, the sale
instructions will not be processed until after the dividends have been invested
in Common Stock through the Plan at which time all of the shares credited to
his Account, including the newly purchased shares, will be sold and the
proceeds transmitted to the Participant. (See "-- Reinvestment of Dividends on
Remaining Shares" for the reinvestment level of dividends on shares of Common
Stock credited to a Participant's Account after a sale.)
WITHDRAWAL OF SHARES OF COMMON STOCK
A Participant may withdraw some or all of the Common Stock credited to his
Account from the Plan at any time by delivering to the Administrator (i)
appropriate instructions, if the Participant will be the record holder of such
Common Stock after withdrawal, or (ii) a completed Sale/Transfer Request Form
and a stock assignment (stock power), if the Participant will not be the record
holder of the Common Stock after withdrawal. Upon the Administrator's receipt
of the proper documentation, certificates representing the designated Common
Stock will be sent to the Participant, the Participant's broker or any other
person that the Participant has designated.
Except as described in the following sentence, if a completed Sale/Transfer
Request Form with regard to shares of Common Stock credited to a Participant's
Account is received on or after an ex-dividend date but before the related
Dividend Payment Date, the withdrawal will be processed as described above and
a separate check for the dividends will be mailed to the Participant following
the Dividend Payment Date or will be directly deposited into the Participant's
designated direct deposit account, as applicable. If a completed Sale/Transfer
Request Form with regard to shares of Common Stock credited to a Participant's
Account on which cash dividends are being reinvested is received by the
Administrator within two business days prior to a Dividend Payment Date, the
dividends paid on the Dividend Payment Date will be invested in Common Stock
through the Plan, and (i) if the Participant's withdrawal instructions cover
less than all of the shares of Common Stock credited to his Account, the newly
purchased shares will be credited to his Account or (ii) if the Participant's
withdrawal instructions cover all of the shares of Common Stock credited to his
Account, the withdrawal instructions will not be processed until after the
dividends have been invested in Common Stock through the Plan, at which time
certificates representing all of the shares credited to his Account, including
the newly purchased shares, will be sent to the Participant or other designated
recipient. (See "--Reinvestment of Dividends on Remaining Shares" for the
reinvestment level of dividends on shares of Common Stock credited to a
Participant's Account after a withdrawal.)
Certificates representing whole shares of Common Stock withdrawn from the
Plan will be sent to the Participant or designated recipient by First Class
Mail as soon as practicable following the Administrator's receipt of the
required documentation, subject to the provisions of the preceding paragraph.
Withdrawal of shares of Common Stock does not affect reinvestment of cash
dividends on the shares withdrawn unless (i) the Participant is no longer the
record holder of such shares, (ii) the reinvestment is specifically
discontinued by the Participant (see "--Changing Plan Options") or (iii) the
Participant terminates his participation in the Plan (see "--Termination of
Participation by a Participant").
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TRANSFER OF SHARES OF COMMON STOCK
From a Broker--Eligible Securities held in "street name" by a broker, bank or
trustee are not eligible for inclusion in Investor's Choice. Owners of Eligible
Securities held beneficially in "street name" who desire to participate in the
Plan must first have the Eligible Securities transferred into their names. To
do so, a Participant must instruct the "street name" holder to transfer the
Eligible Securities to the Participant or in the case of Common Stock to be
deposited into the Plan for safekeeping, to the Administrator for credit to the
Participant's Account. If the person is already a Participant, the Eligible
Securities must be transferred to the Participant in the same name in which the
Participant's Account is registered. If the person does not have an Account,
participation in Investor's Choice will commence when the Eligible Securities
are registered in his name AND a properly completed Enrollment Form is received
by the Administrator.
To a Broker--A Participant wishing to transfer all or any part of the shares
of Common Stock credited to his Account to a brokerage account may do so by
delivering to the Administrator a completed Sale/Transfer Request Form and a
stock assignment (stock power), acceptable to the Administrator. The completed
Sale/Transfer Request Form must specify the whole number of shares of Common
Stock, if less than all of such shares credited to his Account and the name and
address of the brokerage firm to which the shares are to be transferred,
including the name of the specific broker handling the account and the broker's
telephone number. The transfer will be handled as described in "--Withdrawal of
Shares of Common Stock" above.
Gift or Transfer of Shares of Common Stock Within Investor's Choice--If a
Participant wishes to transfer, whether by gift, private sale or otherwise,
ownership of all or a part of the shares of Common Stock credited to his
Account to the Account of another Participant or to establish by such transfer
an Account for a person or entity not already a Participant, the Participant
may do so by delivering to the Administrator a completed Sale/Transfer Request
Form and a stock assignment (stock power). The transfer will be effected as
soon as practicable following the Administrator's receipt of the required
documentation, subject to the provisions of the second paragraph under "--
Withdrawal of Shares of Common Stock." No fraction of a share of Common Stock
credited to a Participant's Account may be transferred unless the Participant's
entire Account is transferred. Requests for interaccount transfers are subject
to the same requirements as for the transfer of securities generally, including
the requirement of a guarantee of signature on the stock assignment. Stock
power forms are available at local banks, brokerage firms and from the
Administrator. (See "--Reinvestment of Dividends on Remaining Shares" for the
reinvestment level of dividends on shares of Common Stock credited to a
Participant's Account after a transfer.)
Shares of Common Stock so transferred will be credited to the transferee's
Account. Unless a transferee who is already a Participant otherwise directs the
Administrator in writing by completion of an Enrollment Form, the reinvestment
of cash dividends on the transferred shares will be made in proportion to the
reinvestment level (i.e., full, partial or none) of the other shares of Common
Stock credited to the transferee's Account. If the transferee is not already a
Participant, an Account will be opened in the transferee's name and he may make
elections with regard to reinvestment of cash dividends on such transferred
shares and other services provided by Investor's Choice on the Enrollment Form
that is provided to him. Unless otherwise requested by the transferor,
transferees will be sent a Statement of Account showing the transfer of such
shares into their Accounts. The transferor may request that such Statement of
Account be returned to the transferor for personal delivery and/or that a gift
certificate be provided. The transferor may send the gift certificate directly
or request that it be sent by the Administrator to the transferee with the
first Statement of Account.
REINVESTMENT OF DIVIDENDS ON REMAINING SHARES
If a Participant is reinvesting cash dividends paid on only a portion of the
shares of Common Stock credited to his Account through the Plan and the
Participant elects to sell, withdraw or transfer a portion of such shares, cash
dividends on the remainder of the shares credited to his Account, up to the
number of
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shares designated for reinvestment prior to such sale, withdrawal or transfer,
will continue to be reinvested through the Plan, except where the Participant
gives specific instructions to the contrary in connection with such sale,
withdrawal or transfer. For example, if a Participant who had elected to have
cash dividends reinvested through the Plan on 50 shares of a total of 100
shares of Common Stock credited to his Account elected to sell, withdraw or
transfer 25 shares, cash dividends on 50 shares of the remaining 75 shares
credited to his Account would be reinvested through the Plan. If instead the
Participant elected to sell, withdraw or transfer 75 shares, cash dividends on
the remaining 25 shares credited to his Account would be reinvested through the
Plan.
REPORTS TO PARTICIPANTS
Each Participant will receive a quarterly Statement of Account showing all
transactions for the Participant's Account during the current calendar year,
the number of shares of Common Stock credited to the Account, the amount of
cash held in the Account and other information for the Account. Supplemental
Statements of Account will be provided in months where the Participant has made
an optional cash investment, deposited, transferred or withdrawn shares of
Common Stock or had cash dividend or interest payments reinvested in Common
Stock. The Administrator also will send each Participant a confirmation
promptly after each sale of Common Stock under the Plan. Participants should
retain these Statements of Account and confirmations in order to establish the
cost basis, for tax purposes, for shares of Common Stock acquired under
Investor's Choice.
Participants will receive copies of all communications sent to holders of
Common Stock. This may include quarterly reports to shareholders, annual
reports to shareholders, proxy material, consent solicitation material and
Internal Revenue Service information, if appropriate, for reporting dividend
income. All notices, Statements of Account and other communications from the
Administrator to Participants will be addressed to the latest address of
record; therefore, it is important that Participants promptly notify the
Administrator of any change of address.
CERTIFICATES FOR SHARES
A Participant may obtain, free of charge at any time, a certificate for all
or a part of the whole shares of Common Stock credited to his Account upon
written request to the Administrator. Such certificate(s) will be mailed by
First Class Mail, within two business days of the Administrator's receipt of
the written request, to the Participant's address of record. Any remaining
whole or fractions of shares of Common Stock will continue to be credited to
the Participant's Account.
Except for transfers described in "--Transfer of Shares of Common Stock,"
shares of Common Stock credited to a Participant's Account may not be pledged
or assigned. A Participant who wishes to pledge or assign shares of Common
Stock must request that they be withdrawn from the Plan. (See "--Withdrawal of
Shares of Common Stock.")
Certificates for fractions of shares of Common Stock will not be issued under
any circumstances.
TERMINATION OF PARTICIPATION BY A PARTICIPANT
A Participant may at any time terminate his participation in the Plan by
delivering written notification to the Administrator to that effect. Upon the
Administrator's receipt of such written notification, the Participant will
receive (i) a certificate for all of the whole shares of Common Stock credited
to his Account, (ii) any dividends, interest payments and cash investments
credited to his Account and (iii) a check for the cash value of any fraction of
a share of Common Stock credited to his Account. Such fraction of a share will
be valued at the average of the high and low sales prices of the Common Stock
reported on the New York Stock Exchange Composite Tape as published in The Wall
Street Journal for the trading day preceding the date of receipt of a completed
Sale/Transfer Request Form.
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COSTS
The Company will pay all administrative costs and expenses associated with
Investor's Choice. PARTICIPANTS WILL BEAR THE COST OF BROKERAGE COMMISSIONS,
RELATED SERVICE CHARGES AND ANY APPLICABLE TAXES INCURRED ON ALL SALES AND
PURCHASES OF SHARES OF COMMON STOCK MADE IN THE OPEN MARKET. Such costs will be
included as adjustments to sales and purchase prices. It is estimated at this
time that such brokerage commissions and related service charges will not
exceed ten cents per share. As of the date of this Prospectus, shares of Common
Stock purchased for Participants under the Plan are being purchased in the open
market by an Independent Agent. There will be no brokerage commissions or
related service charges for shares of Common Stock purchased directly from the
Company.
FEDERAL INCOME TAX CONSEQUENCES
THE FOLLOWING DISCUSSION RELATES TO THE MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF PARTICIPATION IN INVESTOR'S CHOICE. THE EFFECT OF SUCH TAX
CONSEQUENCES UPON ANY PARTICIPANT WILL DEPEND UPON SUCH PARTICIPANT'S
INDIVIDUAL CIRCUMSTANCES WHICH, TOGETHER WITH THE STATE AND LOCAL TAX
CONSEQUENCES OF PARTICIPATION, SHOULD BE DISCUSSED BY EACH PARTICIPANT WITH HIS
TAX ADVISOR.
A Participant will be required to include in income for federal income tax
purposes amounts reinvested in Common Stock in respect of dividends and
interest (including any original issue discount) on his Eligible Securities
subject to the Plan and all shares of Common Stock credited to his Account
under the Plan in the manner which would be required if he directly received
such dividends and interest even though no such amount is actually received by
the Participant in cash, but instead is applied to the purchase of shares of
Common Stock for the Participant's Account.
A Participant's tax basis for shares of Common Stock purchased pursuant to
the Plan will be equal to the cost of such shares as discussed above (which
cost in the case of shares purchased in the open market may include amounts in
respect of brokerage commissions, service charges and any applicable taxes).
Such shares of Common Stock will have a holding period beginning on the day
after the shares are allocated to the Participant's Account.
A Participant will not realize any taxable income when he receives
certificates for whole shares credited to his Account under the Plan. Gain or
loss will be recognized by the Participant when he sells such whole shares and
will be recognized by a Participant when a fractional share credited to his
Account is sold pursuant to the terms of the Plan.
MISCELLANEOUS
Stock Splits, Stock Dividends and Rights Offerings
Any shares or other securities representing stock splits or noncash
distributions on shares of Common Stock credited to the Account of a
Participant will be credited to the Participant's Account. Stock splits,
combinations, recapitalization and similar events affecting shares of Common
Stock credited to a Participant's Account will be credited to the Participant's
Account on a pro rata basis.
In the event of a rights offering, a Participant will receive rights based
upon the total number of whole shares of Common Stock credited to his Account.
Voting of Proxies
A Participant will have the exclusive right to exercise all voting rights
respecting shares of Common Stock credited to his Account. The Administrator
will forward all shareholder materials relating to shares of Common Stock
credited to a Participant's Account to the Participant. A Participant may vote
any whole shares of Common Stock credited to his Account in person or by proxy.
A Participant's proxy card will
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<PAGE>
include whole shares of Common Stock credited to his Account and shares of
Common Stock registered in his name. Shares of Common Stock credited to a
Participant's Account will not be voted unless the Participant or his proxy
votes them. Fractions of shares of Common Stock may not be voted.
Limitation of Liability
The Plan provides that neither the Company, the Administrator (including the
Company if it is acting as such) in administering Investor's Choice nor any
Independent Agent will be liable for any act done in good faith or for the good
faith omission to act in connection with the Plan, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's Account upon such Participant's death prior to receipt of notice
in writing of such death, or with respect to the prices at which shares of
Common Stock are purchased or sold for the Participant's Account and the times
when such purchases and sales are made, or with respect to any loss or
fluctuation in the market value after the purchase or sale of such shares.
However, nothing contained in this provision affects a Participant's right to
bring a cause of action based on alleged violations of federal securities laws.
Interpretation and Regulation of Investor's Choice
The officers of the Company are authorized to take such actions to carry out
Investor's Choice as may be consistent with the Plan's terms and conditions.
The Company reserves the right to interpret and regulate the Plan as the
Company deems desirable or necessary in connection with the Plan's operations.
Change or Termination of Investor's Choice
The Company may suspend, modify or terminate Investor's Choice at any time,
in whole, in part or in respect of Participants in one or more jurisdictions,
without the approval of Participants. Notice of such suspension, modification
or termination will be sent to all affected Participants, who will in all
events have the right to withdraw from participation. Upon any whole or partial
termination of Investor's Choice by the Company, each affected Participant will
receive (i) certificates for whole shares of Common Stock credited to his
Account, (ii) any dividends, interest payments and cash investments credited to
his Account and (iii) a check for the cash value for any fraction of a share of
Common Stock credited to his Account. Such fraction of a share shall be valued
at the average of the high and low sales prices of the Common Stock reported on
the New York Stock Exchange Composite Tape as published in The Wall Street
Journal for the trading day preceding the date of termination.
Termination of Participation by the Company
If a Participant does not have at least one whole share of Common Stock
credited to his Account, or does not own any Eligible Securities for which cash
dividends or interest payments are designated for reinvestment pursuant to the
Plan, the Participant's participation in the Plan may be terminated by the
Company upon written notice to the Participant. Additionally, the Company may
terminate any Participant's participation in the Plan after written notice
mailed in advance to such Participant at the address appearing on the
Administrator's records. A Participant whose participation has been terminated
will receive (i) certificates for whole shares of Common Stock credited to his
Account, (ii) any dividends, interest payments and cash investments credited to
his Account and (iii) a check for the cash value of any fraction of a share of
Common Stock credited to his Account. Such fraction of a share shall be valued
at the average of the high and low sales prices of the Common Stock reported on
the New York Stock Exchange Composite Tape as published in The Wall Street
Journal for the trading day preceding the date of termination.
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PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan, the
terms of which provide for the purchase of shares of Common Stock, either newly
issued shares or shares held in the treasury of the Company, directly from the
Company, or, at the Company's option, by an Independent Agent on the open
market. As of the date of this Prospectus, shares of Common Stock purchased for
Participants under the Plan are being purchased in the open market by an
Independent Agent. The Plan provides that the Company may not change its
determination regarding the source of purchases of shares under the Plan more
than once in any 12-month period.
The Company will pay all administrative costs and expenses associated with
Investor's Choice. Participants will bear the cost of brokerage commissions,
related service charges and any applicable taxes incurred on all sales and
purchases of shares of Common Stock made in the open market. Such costs will be
included as adjustments to sales and purchase prices. It is estimated at this
time that such brokerage commissions and related service charges will not
exceed ten cents per share. There will be no brokerage commissions or related
service charges for shares of Common Stock purchased directly from the Company.
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 share of Common Stock offered hereby 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 April
30, 1994, there were 130,708,985 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 are incorporated herein by reference, have been
audited by Deloitte & Touche, Independent Auditors, as stated in their reports
appearing therein. Such financial statements and financial statement schedules
are incorporated herein by reference in reliance on such reports 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.
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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 REPRESENTA-TIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. 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 OR
OF THE PLAN 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
----
<S> <C>
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company and its Subsidiaries........................................... 3
Application of Proceeds.................................................... 3
Houston Industries Incorporated
Investor's Choice Plan.................................................... 4
Plan of Distribution....................................................... 16
Description of Capital Stock............................................... 16
Experts.................................................................... 16
Legal Opinions............................................................. 16
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
HOUSTON
[LOGO] INDUSTRIES
INCORPORATED
4,000,000 Shares
Common Stock
(without par value)
----------------------
PROSPECTUS
----------------------
INVESTOR'S
CHOICE
PLAN
May . . ., 1994
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses payable by the Company in connection with the sale of the Common
Stock offered hereby are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission fee........................ $ 63,104
* Fees and expenses of Company's Counsel........................ 50,000
* Listing fees ................................................. 32,000
* Independent Auditors' fees.................................... 10,000
* Blue sky fees and expenses.................................... 20,000
* Printing expenses............................................. 28,000
* Miscellaneous................................................. 1,896
--------
* Total Expenses............................................ $205,000
========
</TABLE>
- --------
* Estimated.
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* -- Form 10-Q for 1-7629 3
Restated Articles of Incorporation the quarter ended
of the Company. June 30, 1993
3.2* --Amended and Restated Bylaws of Form 8-K dated 1-7629 3
the 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 Texas July 11, 1990
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.
4.3** --Form of Houston Industries
Incorporated Investor's Choice
Plan.
5 --Opinion of Baker & Botts, L.L.P.
23.1 --Consent of Deloitte & Touche.
23.2 --Consent of Baker & Botts, L.L.P.
(included in Exhibit 5).
24 --Powers of Attorney.
- --------
*Incorporated herein by reference as indicated.
**Previously filed.
</TABLE>
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 MAY 26, 1994.
HOUSTON INDUSTRIES INCORPORATED
/s/ Don D. Jordan
By___________________________________
(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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Don D. Jordan
- ------------------------------------
(Don D. Jordan) Chairman and Chief Executive May 26, 1994
Officer and Director
(Principal Executive and
Financial Officer and
Director)
/s/ Mary P. Ricciardello
- ------------------------------------
(Mary P. Ricciardello) Comptroller (Principal May 26, 1994
Accounting Officer)
*Milton Carroll, John T. Cater,
Robert J. Cruikshank, Linnet F.
Deily, Joseph M. Hendrie, Howard W.
Horne, Alexander F. Schilt, Kenneth
L. Schnitzer, Sr., D. D. Sykora,
Jack T. Trotter, Bertram Wolfe
Directors May 26, 1994
/s/ Hugh Rice Kelly
*By____________________________ May 26, 1994
(Hugh Rice Kelly,
Attorney-in-Fact)
</TABLE>
II-4
<PAGE>
EXHIBITS
<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 Form 10-Q for 1-7629 3
Incorporation of the the quarter ended
Company. June 30, 1993
3.2* -Amended and Restated Form 8-K dated 1-7629 3
Bylaws of the Company. June 29, 1992
4.1* -Rights Agreement dated July Form 8-K dated 1-7629 4(a)(1)
11, 1990 between the July 11, 1990
Company and 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 Form 8-K dated 1-7629 4(a)(2)
of Agent dated as of July 11, July 11, 1990
1990 between the Company
and the Rights Agent.
4.3** -Form of Houston Industries
Incorporated Investor's
Choice Plan.
5 -Opinion of Baker & Botts,
L.L.P.
23.1 -Consent of Deloitte &
Touche.
23.2 -Consent of Baker & Botts,
L.L.P. (included in Exhibit
5).
24 -Powers of Attorney.
__________
* Incorporated herein by reference as indicated.
** Previously filed.
</TABLE>
<PAGE>
Exhibit 5
BAKER & BOTTS
L.L.P.
ONE SHELL PLAZA
910 LOUISIANA
HOUSTON, TEXAS 77002-4995
H-3113 May 25, 1994
Houston Industries Incorporated
5 Post Oak Park
4400 Post Oak Parkway
Houston, Texas 77027
Gentlemen:
As set forth in the Registration Statement on Form S-3 (the
"Registration Statement") filed by Houston Industries Incorporated, a Texas
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), relating to the sale from
time to time pursuant to Rule 415 under the Act of up to 4,000,000 shares (the
"Shares") of common stock, without par value, of the Company ("Common Stock")
under the Company's Investor's Choice Plan (the "Plan"), a form of which has
been filed as Exhibit 4.3 to the Registration Statement, certain legal matters
in connection with the Shares are being passed upon for the Company 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 Articles of Incorporation and Bylaws,
each as in effect from time to time, and have examined the originals, or copies
certified or otherwise identified, of corporate records of the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and 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, all
documents submitted to us as originals are authentic and all documents submitted
to us as certified or photostatic copies conform with the original copies of
such documents.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, 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.
<PAGE>
Houston Industries Incorporated -2- May 25, 1994
2. With respect to such of the Shares that are to be issued either as
newly issued shares or as treasury shares by the Company, such Shares have
been duly authorized; and when issued in accordance with the terms and
provisions of the Plan, such Shares will be validly issued, fully paid and
nonassessable.
3. With respect to such of the Shares that are to be purchased in the
open market on behalf of the Plan, such Shares have been duly authorized
and validly issued and are fully paid and nonassessable.
For the purposes of determining that previously issued shares of
Common Stock are duly authorized, validly issued, fully paid and nonassessable
as contemplated by the second and third numbered paragraphs of this opinion, (i)
we have relied upon certificates of officers of the Company as to records of
original issuances of Common Stock through April 30, 1994 and as to the number
of then issued shares of Common Stock, (ii) as to the consideration received for
such shares, we have relied on the audited financial statements of the Company
and on certificates of officers of the Company as to the Company's actual
receipt of such consideration, (iii) we have assumed that such shares were
issued and sold in compliance with applicable federal and state securities laws,
and in the manner stated in any applicable registration statement under the Act,
and (iv) we have assumed that the certificates representing such previously
issued shares have been delivered either in accordance with the applicable
definitive purchase, underwriting or similar agreement or stock benefit plan or
program approved by the Board of Directors of the Company or upon conversion,
exchange or exercise of any other security of the Company, in accordance with
the terms of such security or the instrument governing such security, providing
for such conversion, exchange or exercise as approved by the Board of Directors.
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.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
HOUSTON INDUSTRIES INCORPORATED:
We consent to the incorporation by reference in this Amendment No. 1 to
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 Amendment No. 1 to Registration Statement.
DELOITTE & TOUCHE
Houston, Texas
May 25, 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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Milton Carroll
------------------
Milton Carroll
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 8th
day of February, 1994.
/s/ John T. Cater
-----------------
John T. Cater
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Robert J. Cruikshank
------------------------
Robert J. Cruikshank
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Linnet F. Deily
-------------------
Linnet F. Deily
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Joseph M. Hendrie
---------------------
Joseph M. Hendrie
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Howard W. Horne
-------------------
Howard W. Horne
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Alexander F. Schilt
-----------------------
Alexander F. Schilt
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Kenneth L. Schnitzer, Sr.
-----------------------------
Kenneth L. Schnitzer, Sr.
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ D. D. Sykora
----------------
D. D. Sykora
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Jack T. Trotter
-------------------
Jack T. Trotter
<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 up to 4,000,000 shares of
common stock, without par value, of the Company in connection with the Company's
Investor's Choice 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 (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 2nd day
of February, 1994.
/s/ Bertram Wolfe
-----------------
Bertram Wolfe
