<PAGE> 1
As filed with the Securities and Exchange Commission on May __, 1996
Registration No. 33-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
HOUSTON INDUSTRIES INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 74-1885573
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1111 LOUISIANA 77002
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
---------------
HOUSTON INDUSTRIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS
(Full Title of the Plan)
---------------
HUGH RICE KELLY
SENIOR VICE PRESIDENT, GENERAL COUNSEL, AND CORPORATE SECRETARY
HOUSTON INDUSTRIES INCORPORATED
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Name and Address of Agent for Service)
(713) 207-3000
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share (2) Offering Fee (3)
Price (2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
par value (1) . . . . . 100,000 shares $22.75 $2,275,000 $784.49
===============================================================================================================
</TABLE>
(1) Includes preference stock purchase rights of one Right per share
associated with the Common Stock.
(2) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee and based upon the average of the
high and low sales prices reported on the New York Stock Exchange
Composite Tape on May 17, 1996.
(3) As no separate consideration is payable for the Rights, the
registration fee for such securities is included in the fee for the
Common Stock.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
NOTE: THE DOCUMENT(S) CONTAINING THE PLAN INFORMATION REQUIRED BY
ITEM 1 OF FORM S-8 AND THE STATEMENT OF AVAILABILITY OF REGISTRANT INFORMATION
AND ANY OTHER INFORMATION REQUIRED BY ITEM 2 OF FORM S-8 WILL BE SENT OR GIVEN
TO PARTICIPATING DIRECTORS AS SPECIFIED BY RULE 428 UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). IN ACCORDANCE WITH RULE 428 AND THE
REQUIREMENTS OF PART I OF FORM S-8, SUCH DOCUMENTS ARE NOT BEING FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") EITHER AS PART OF THIS
REGISTRATION STATEMENT OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS PURSUANT TO
RULE 424 UNDER THE SECURITIES ACT. THE REGISTRANT SHALL MAINTAIN A FILE OF
SUCH DOCUMENTS IN ACCORDANCE WITH THE PROVISIONS OF RULE 428. UPON REQUEST,
THE REGISTRANT SHALL FURNISH TO THE COMMISSION OR ITS STAFF A COPY OR COPIES OF
ALL OF THE DOCUMENTS INCLUDED IN SUCH FILE.
I-2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
This registration statement incorporates herein by reference the
following documents which have been filed (File No. 1-7629) with the Commission
by Houston Industries Incorporated (the "Company") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and
3. 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 filed with the Commission by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered hereby
have been sold, or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents.
Any statement contained herein or incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business
Corporation Act and Article V of the Company's Amended and Restated Bylaws
provide the Company with broad powers and authority to indemnify its directors
and officers and to purchase and maintain insurance for such purposes.
Pursuant to such statutory and Bylaw provisions, the Company has purchased
insurance against certain costs of indemnification that may be incurred by it
and by its officers and directors.
II-1
<PAGE> 4
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 such Director's duty of
loyalty to the Company and its shareholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law,
(iii) transactions from which a director receives an improper benefit,
irrespective of whether the benefit resulted from an action taken within the
scope of the director's office, (iv) acts or omissions for which liability is
specifically provided by statute and (v) acts relating to unlawful stock
repurchases or payments of dividends.
Article IX also provides that any subsequent amendments to Texas
statutes that further limit the liability of directors will inure to the
benefit of the directors, without any further action by shareholders. Any
repeal or modification of Article IX shall not adversely affect any right of
protection of a director of the Company existing at the time of the repeal or
modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration
statement or incorporated by reference herein:
<TABLE>
<CAPTION>
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number Reference
- ------- ----------- ------------ ------------ ---------
<S> <C> <C> <C> <C>
4.1* Restated Articles of Incorporation of Form 10-Q for the 1-7629 3
the Company. quarter ended
June 30, 1993
4.2* Rights Agreement dated July 11, 1990 Form 8-K dated 1-7629 4(a)(1)
between the Company and Texas Commerce July 11, 1990
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.
4.3* Agreement and Appointment of Agent Form 8-K dated 1-7629 4(a)(2)
dated as of July 11, 1990 between the July 11, 1990
Company and the Rights Agent.
4.4 Houston Industries Incorporated
Stock Plan for Outside Directors.
5 Opinion of Baker & Botts, L.L.P.
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C> <C> <C> <C>
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Baker & Botts, L.L.P.
(included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
- ----------------------
* Incorporated herein by reference as indicated.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE> 6
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on May 22, 1996.
HOUSTON INDUSTRIES INCORPORATED
By /s/ Don D. Jordan
-----------------------------------
(Don D. Jordan, Chairman and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Don D. Jordan Chairman and Chief Executive May 22, 1996
- --------------------------------------------- Officer and Director
(Don D. Jordan) (Principal Executive Officer
and Director)
/s/ Stephen W. Naeve Senior Vice President and May 22, 1996
- --------------------------------------- Chief Financial Officer
(Stephen W. Naeve) (Principal Financial Officer)
/s/ Mary P. Ricciardello Vice President and Comptroller May 22, 1996
- ------------------------------------------ (Principal Accounting Officer)
(Mary P. Ricciardello)
*JAMES A. BAKER III, RICHARD E.
BALZHISER, MILTON CARROLL, JOHN
T. CATER, ROBERT J. CRUIKSHANK,
LINNET F. DEILY, LEE W. HOGAN, Directors May 22, 1996
HOWARD W. HORNE, R. STEVE
LETBETTER, ALEXANDER F. SCHILT,
KENNETH L. SCHNITZER, SR., JACK T.
TROTTER, BERTRAM WOLFE
*By /s/ Hugh Rice Kelly
-------------------------------------------
(Hugh Rice Kelly, Attorney-in-Fact)
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Report or SEC File or
Exhibit Registration Registration Exhibit
Number Description Statement Number Reference
- ------- ------------ ------------ ------- ---------
<S> <C> <C> <C> <C>
4.1* Restated Articles of Form 10-Q for 1-7629 3
Incorporation of the the quarter
Company. ended June 30,
1993
4.2* Rights Agreement dated July Form 8-K dated 1-7629 4(a)(1)
11, 1990 between the Company July 11, 1990
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.
4.3* Agreement and Appointment of Form 8-K dated 1-7629 4(a)(2)
Agent dated as of July 11, July 11, 1990
1990 between the Company and
the Rights Agent.
4.4 Houston Industries
Incorporated Stock Plan for
Outside Directors.
5 Opinion of Baker & Botts,
L.L.P.
23.1 Consent of Deloitte & Touche
LLP
23.2 Consent of Baker & Botts,
L.L.P. (included in
Exhibit 5).
24 Powers of Attorney.
</TABLE>
- --------------
*Incorporated herein by reference as indicated.
II-6
<PAGE> 1
EXHIBIT 4.4
HOUSTON INDUSTRIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS
_____________________
ARTICLE I
PURPOSE
The purpose of this Houston Industries Incorporated Stock Plan
for Outside Directors (the "Plan") is to provide for a method of compensation
of Outside Directors of Houston Industries Incorporated (the "Company") that
will strengthen the alignment of their financial interests with those of the
Company's shareholders through increased ownership of shares of the Company's
Common Stock by such Outside Directors. The Plan is intended to (i) enhance
the Company's ability to maintain a competitive position in attracting and
retaining qualified Outside Directors who contribute, and are expected to
contribute, materially to the success of the Company and its Subsidiaries; (ii)
provide a means of compensating such Outside Directors whereby the compensation
received will have a value dependent on the price of the Common Stock; and
(iii) enhance the interest of such Outside Directors in the Company's continued
success and progress by further aligning each Outside Director's interests with
those of the Company's shareholders. Stock Awards under this Plan shall be in
addition to the annual retainer fee and meeting fees paid in cash to Outside
Directors by the Company.
ARTICLE II
DEFINITIONS
For purposes of the Plan, the following terms shall have the
meanings stated below.
ANNUAL AWARD DATE means the first day of the month immediately
following each Annual Meeting of Shareholders, commencing with the
June 1st following the May 22, 1996 Annual Meeting of Shareholders of
the Company.
BOARD means the Board of Directors of the Company.
CODE means the Internal Revenue Code of 1986, as amended.
COMMON STOCK means, subject to the provisions of Section 7.3,
the presently authorized common stock, without par value, of the
Company.
COMPANY means Houston Industries Incorporated, a Texas
corporation.
EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
OUTSIDE DIRECTOR means a person who is a member of the Board
on an Annual Award Date and who is not a current employee of the
Company or a
<PAGE> 2
Subsidiary.
PLAN means the Houston Industries Incorporated Stock Plan for
Outside Directors, as set forth herein and as from time to time
amended.
STOCK AWARD means an award of shares of Common Stock granted
by the Company to an Outside Director pursuant to Article V.
SUBSIDIARY means a subsidiary corporation of the Company as
defined in Section 424(f) of the Code.
ARTICLE III
SHAREHOLDER APPROVAL AND RESERVATION OF SHARES
3.1 Shareholder Approval: This Plan shall become effective as of
May 22, 1996, only if approved by the affirmative vote, in person or by proxy,
of the holders of a majority of the shares of Common Stock present and entitled
to vote at the May 22, 1996 Annual Meeting of Shareholders of the Company.
This Plan shall automatically terminate and be null and void ab initio should
such shareholder approval not be obtained.
3.2 Shares Reserved Under Plan: The aggregate number of shares of
Common Stock which may be issued or delivered under this Plan shall not exceed
100,000 shares, subject to adjustment as hereinafter provided. All or any part
of such 100,000 shares may be issued pursuant to Stock Awards. The shares of
Common Stock which may be granted pursuant to Stock Awards may consist of
either authorized but unissued shares of Common Stock or shares of Common Stock
which have been issued and which shall have been heretofore or are hereafter
reacquired by the Company. The total number of shares authorized under this
Plan shall be subject to increase or decrease in order to give effect to the
adjustment provision of Section 7.3 and to give effect to any amendment adopted
as provided in Section 6.1.
ARTICLE IV
PARTICIPATION IN PLAN
4.1 Eligibility to Receive Stock Awards: Stock Awards under this
Plan shall be granted only to persons who are Outside Directors on the
applicable annual Award Date.
4.2 Participation Not a Guarantee of Continuing Service as a
Member of the Board: Nothing in this Plan shall in any manner be construed to
(a) limit in any way the right or power of the Company's stockholders to remove
an Outside Director, without regard to the effect of such removal on any rights
such Outside Director would otherwise have under this Plan, or (b) give any
right to such an Outside Director (i) to be nominated for reelection or to be
reelected as such and/or (ii) after ceasing to be an Outside Director, to
receive any shares of Common Stock of the Company under this Plan to which such
Outside Director is not entitled under the express provisions of this Plan.
2
<PAGE> 3
ARTICLE V
STOCK AWARDS
5.1 Annual Awards: As of each Annual Award Date, each Outside
Director then in office shall be granted 500 shares of Common Stock.
5.2 Form of Award: The grant of a Stock Award shall be
implemented by registration on the stock transfer records of the Company and
(unless the Company shall elect to use uncertificated shares) the delivery of
certificates for shares of Common Stock to the Outside Director. Each share
issued in respect of any Stock Award hereunder shall be registered in the name
of the Outside Director to whom it is granted and shall be immediately
delivered to such Outside Director as soon as practicable after the Annual
Award Date.
ARTICLE VI
AMENDMENT AND TERMINATION OF PLAN
6.1 Amendment, Modification, Suspension or Termination: The Board
may from time to time amend, modify, suspend or terminate the Plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law except that (a) no amendment or alteration shall
be effective prior to approval by the Company's shareholders to the extent such
approval is then required by applicable legal requirements and (b) the Plan
shall not be amended more than once every six months to the extent such
limitation is required by Rule 16b-3(c)(2)(ii) (or any successor provision)
under the Exchange Act as then in effect.
6.2 Termination: This Plan shall automatically terminate on May
22, 1996 if the condition set forth in Section 3.1 is not satisfied. If not so
terminated, the Plan shall continue indefinitely except the Board may at any
time terminate this Plan as of any date specified in a resolution adopted by
the Board. No Stock Awards may be granted after this Plan has terminated. The
termination of the Plan shall not affect the applicability of any provision of
the Plan to Stock Awards made prior to such termination.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 Restrictions Upon Grant of Stock Awards: The listing on the
New York Stock Exchange or the registration or qualification under any federal
or state law of any shares of Common Stock to be granted pursuant to this Plan
(whether to permit the grant of Stock Awards or the resale or other disposition
of any such shares of Common Stock by or on behalf of the Outside Directors
receiving such shares) may be necessary or desirable and, in any such event, if
the Company so determines, issuance or delivery of such shares of Common Stock
shall not be made until such listing, registration or qualification shall have
been completed. In such connection, the Company agrees that it will use its
best efforts to effect any such listing, registration or qualification,
provided, however, that the Company shall not be required to use its best
efforts to effect such registration under the Securities Act of 1933, as
amended, other than on Form S-8, as presently in effect, or other such forms as
may be in effect from time to time calling for information comparable to that
presently required to be furnished under Form S-8.
3
<PAGE> 4
7.2 Restrictions Upon Resale of Unregistered Stock: If the shares
of Common Stock that have been transferred to an Outside Director pursuant to
the terms of this Plan are not registered under the Securities Act of 1933, as
amended, pursuant to an effective registration statement, such Outside
Director, if the Company deems it advisable, may be required to represent and
agree in writing (i) that any shares of Common Stock acquired by such Outside
Director pursuant to this Plan will not be sold except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or
pursuant to an exemption from registration under said Act and (ii) that such
Outside Director is acquiring such shares of Common Stock for such Outside
Director's own account and not with a view to the distribution thereof.
7.3 Adjustments: In the event of any subdivision or combination
of outstanding shares of Common Stock or declaration of a dividend payable in
shares of Common Stock or other stock split, then (i) the number of shares of
Common Stock reserved under this Plan and (ii) the number of shares delivered
on any Annual Award Date occurring after the applicable record date or
effective date shall be proportionately adjusted to reflect such transaction.
7.4 Withholding of Taxes: Unless otherwise required by applicable
federal or state legislation or regulation, the Company shall not withhold or
otherwise pay on behalf of any Outside Director any federal, state, local or
other taxes arising in connection with a Stock Award under this Plan. The
payment of any such taxes shall be the sole responsibility of each Outside
Director.
7.5 Governing Law: This Plan and all determinations made and
actions taken pursuant hereto shall be governed by the internal laws of the
State of Texas, except as federal law may apply.
7.6 Unfunded Status of Plan: This Plan shall be an unfunded plan.
The Company shall not be required to establish any special or separate fund or
reserve or to make any other segregation of assets to assure the issuance of
any shares of Common Stock granted under this Plan.
7.7 No Assignment or Transfer: No rights to receive Stock Awards
under the Plan shall be assignable or transferrable by an Outside Director
except by will or the laws of descent and distribution.
HOUSTON INDUSTRIES INCORPORATED
4
<PAGE> 1
EXHIBIT 5
[Letterhead of Baker & Botts, L.L.P.]
May 23, 1996
Houston Industries Incorporated
1111 Louisiana, 43rd Floor
Houston, Texas 77002
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Houston Industries Incorporated, a
Texas corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to 100,000 shares of common stock, without par value, of the Company
(the "Common Stock") and 100,000 related rights to purchase Series A Preference
Stock, without par value, of the Company (the "Rights") governed by a Rights
Agreement dated as of July 11, 1990 (the "Rights Agreement") between the
Company and Texas Commerce Bank National Association, as Rights Agent, to be
issued from time to time pursuant to the Houston Industries Incorporated Stock
Plan for Outside Directors (the "Plan"), certain legal matters in connection
with the Common Stock and the Rights are being passed upon for you by us. At
your request, this opinion is being furnished to you for filing as Exhibit 5 to
the Registration Statement.
In our capacity as your counsel in the connection referred to
above, we have examined the Plan, the Company's Restated Articles of
Incorporation and Amended and Restated Bylaws, each as amended to date, and
have examined 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 or documents, as
a basis for the opinions hereinafter expressed. In giving such opinions, we
have relied upon certificates of officers of the Company with respect to the
accuracy of the material factual matters contained in such certificates. In
making our examination, we have assumed that all signatures on all documents
examined by us are genuine, that all documents submitted to us as originals
are accurate and complete, that all documents submitted to us as copies are
true and correct copies of the originals thereof and that all information
submitted to us was accurate and complete.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Texas.
<PAGE> 2
Houston Industries Incorporated -2- May 23, 1996
2. The 100,000 shares of Common Stock reserved for
issuance by the Company pursuant to the Plan (the "Shares") have been
duly authorized by all requisite corporate action on the part of the
Company and when issued and sold from time to time pursuant to the
terms and provisions of the Plan as compensation for services provided
by directors of the Company as provided therein, such Shares will be
validly issued, fully paid and nonassessable.
3. The issuance of the Rights associated with the Shares
has been duly authorized by all requisite corporate action on the part
of the Company and, upon issuance from time to time in accordance with
the terms of the Rights Agreement, the Rights associated with the
Shares will be validly issued.
The opinion set forth in paragraph 3 above is limited to the
valid issuance of the Rights under the Texas Business Corporation Act. In this
connection, we do not express any opinion herein on any other aspect of the
Rights, the effect of any equitable principles or fiduciary considerations
relating to the adoption of the Rights Agreement or the issuance of the Rights,
the enforceability of any particular provisions of the Rights Agreement, or the
provisions of the Rights Agreement which discriminate or create unequal voting
power among shareholders.
This opinion is limited to the original issuance of Shares and
Rights by the Company and does not cover shares of Common Stock and related
Rights delivered by the Company out of shares and related Rights reacquired by
it.
We are members of the Texas Bar and the opinions set forth
above are limited in all respects to matters of Texas law as in effect on the
date hereof.
Very truly yours,
/s/ BAKER & BOTTS, L.L.P.
BAKER & BOTTS, L.L.P.
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
HOUSTON INDUSTRIES INCORPORATED:
We consent to the incorporation by reference in this Registration Statement of
Houston Industries Incorporated on Form S-8 of our report dated February 29,
1996 (March 26, 1996 as to Note 4 regarding the purported repeal of the
Illinois Retail Rate Law) (which expresses an unqualified opinion and includes
an explanatory paragraph regarding the changes in methods of accounting in 1994
for the Employee Stock Ownership Plan and postemployment benefits), appearing
in the Annual Report on Form 10-K of Houston Industries Incorporated for the
year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
May 22, 1996
<PAGE> 1
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 17th day of May, 1996.
/s/ James A. Baker III
James A. Baker III
<PAGE> 2
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Richard E. Balzhiser
Richard E. Balzhiser
<PAGE> 3
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Milton Carroll
Milton Carroll
<PAGE> 4
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ John T. Cater
John T. Cater
<PAGE> 5
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 16th day of May, 1996.
/s/ Robert J. Cruikshank
Robert J. Cruikshank
<PAGE> 6
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
NOW, THEREFORE, the undersigned in her 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 Stephen W. Naeve, and each of them severally,
her 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 her name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Linnet F. Deily
Linnet F. Deily
<PAGE> 7
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Lee W. Hogan
Lee W. Hogan
<PAGE> 8
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Howard W. Horne
Howard W. Horne
<PAGE> 9
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve and each of them severally, his
true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ R. Steve Letbetter
R. Steve Letbetter
<PAGE> 10
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Alexander F. Schilt
Alexander F. Schilt
<PAGE> 11
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Kenneth L. Schnitzer, Sr.
Kenneth L. Schnitzer, Sr.
<PAGE> 12
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Jack T. Trotter
Jack T. Trotter
<PAGE> 13
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
(Houston Industries Incorporated
Stock Plan for Outside Directors)
WHEREAS, HOUSTON INDUSTRIES INCORPORATED, a Texas corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
one or more Registration Statements, each on Form S-8 (the "Registration
Statement"), with such amendments to each such Registration Statement as may be
necessary or appropriate, together with any and all exhibits and other
documents related to each such Registration Statement, in connection with the
registration of shares of common stock, without par value, of the Company and
the preference purchase rights appurtenant thereto, to be issued to employees
of the Company or its subsidiaries in connection with the Houston Industries
Incorporated Stock Plan for Outside Directors.
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 Stephen W. Naeve, and each of them severally,
his true and lawful attorney or attorneys-in-fact, with power to act with or
without the others and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as a director or officer
or both, as the case may be, of the Company, each such Registration Statement
referred to above, and any and all amendments thereto, 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 22nd day of May, 1996.
/s/ Bertram Wolfe
Bertram Wolfe
