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As filed with the Securities and Exchange Commission on November 26, 1996
REGISTRATION NO. 33-55445
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
HOUSTON INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 74-1885573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-3000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
_______________________
STEPHEN W. NAEVE
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HOUSTON INDUSTRIES INCORPORATED
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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DEREGISTRATION OF SECURITIES
The Registrant hereby amends the Registration Statement on Form S-3
(Registration No. 33-55445) (the "Registration Statement") to deregister
1,175,292 shares of its common stock, without par value, (and associated
preference stock rights) registered pursuant to the Registration Statement.
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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
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on November
26, 1996.
HOUSTON INDUSTRIES INCORPORATED
*DON D. JORDAN
(Chairman, Chief Executive Officer and President)
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*DON D. JORDAN Chairman, Chief Executive November 26, 1996
Officer, President and Director
(Principal Executive Officer)
/s/ Stephen W. Naeve Senior Vice President and November 26,1996
- ------------------------------------ Chief Financial Officer
(Stephen W. Naeve) (Principal Financial Officer)
/s/ Mary P. Ricciardello Vice President and November 26, 1996
- ------------------------------------ Comptroller
(Mary P. Ricciardello) (Principal Accounting Officer)
* MILTON CARROLL, JOHN T.
CATER, ROBERT J. CRUIKSHANK,
LINNET F. DEILY, HOWARD W. Directors
HORNE, ALEXANDER F. SCHILT,
JACK T. TROTTER, BERTRAM WOLFE
* By /s/ Hugh Rice Kelly
------------------------------- November 26, 1996
(Hugh Rice Kelly, Attorney-in-Fact)
</TABLE>
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[letterhead of Houston Industries Incorporated]
November 26, 1996
Mr. H. Roger Schwall, Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7-5
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Houston Industries Incorporated (CIK # 0000202131)
Post-Effective Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 33-55445)
Dear Mr. Schwall:
Houston Industries Incorporated (the "Company") transmits for filing
under the Securities Act of 1933, as amended (the "Act"), one copy of
Post-Effective Amendment No. 1 ("Post-Effective Amendment No. 1") to the
Company's Registration Statement on Form S-3 (Registration No. 33-55445) (the
"Registration Statement"). The filing of Post- Effective Amendment No. 1 has
been effected through the Commission's EDGAR electronic filing system.
Post-Effective Amendment No. 1 is being filed to deregister the shares
of common stock of the Company registered pursuant to the terms of a
Registration Agreement dated as of July 31, 1994 (the "Registration Agreement")
entered into in connection with the acquisition of Amzak Cable, Midwest, Inc.,
a Texas corporation, Nortel Cable Corporation, a Minnesota corporation, and
Countryside Investments, Inc., a Delaware corporation. The Company's
obligation under the Registration Agreement to maintain the registration
expired on July 31, 1996. There are no exhibits to Post-Effective Amendment
No. 1.
Pursuant to Rule 461 promulgated under the Act, the Company hereby
requests that the effective date of Post-Effective Amendment No. 1 be
accelerated so that it may become effective on December 2, 1996, or as soon
thereafter as practicable.
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Securities and Exchange Commission -2- November 26, 1996
Please direct any inquiries you may have regarding Post-Effective
Amendment No. 1 to Janet Vaughan Robertson of the Company at 713/207-5732.
Very truly yours,
HOUSTON INDUSTRIES INCORPORATED
By /s/ Stephen W. Naeve
-----------------------------------
Stephen W. Naeve
Senior Vice President and
Chief Financial Officer
cc: Janet Vaughan Robertson
