<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------------
HOUSTON INDUSTRIES INCORPORATED
FORMERLY KNOWN AS: HOUSTON LIGHTING & POWER COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 74-0694415
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
------------------------------
Securities to be registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
7% Automatic Common New York Stock Exchange
Exchange Securities Due 2000
Securities to be registered pursuant to Section 12(g) of the Securities Exchange
Act of 1934:
None.
<PAGE>
ITEM 1. GENERAL INFORMATION.
(a) Houston Lighting & Power Company ("HL&P") was incorporated in
Texas on January 9, 1906 under the name Houston Lighting & Power Company. On
August 6, 1997, the closing date of the Succession Transaction (as described
below), HL&P changed its name to Houston Industries Incorporated ("Houston").
(b) Houston's fiscal year ends December 31 of each year.
ITEM 2. TRANSACTION OF SUCCESSION.
(a) Predecessor Entities: HL&P, Houston Industries Incorporated, a
Texas corporation ("HII"), and NorAm Energy Corp., a Delaware corporation
("NorAm").
(b) Succession Transaction: For a description of the Succession
Transaction, reference is made to the Joint Proxy Statement/Prospectus included
as part of the Registration Statement on Form S-4 of HII and HL&P, No. 333-
11329 (and Amendments No. 1 and 2 thereto) (the "Joint Proxy
Statement/Prospectus"). Reference is specifically made to the sections of the
Joint Proxy Statement/Prospectus entitled "Summary -- The Transaction" and "The
Transaction."
ITEM 3. SECURITIES TO BE REGISTERED.
Houston has authorized 22,909,040 7% Automatic Common Exchange
Securities due 2000 (the "Securities"), each with a face amount of $45.9375, of
which 22,909,040 Securities are presently outstanding and no Securities are held
by or for the account of Houston.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Securities is contained under the caption
"Description of the Securities" in the Prospectus filed with the Securities and
Exchange Commission by HII, on July 10, 1997, pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, which description is incorporated herein by
reference.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements: None.
(b) Exhibits: See Index to Exhibits.
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<PAGE>
INDEX TO EXHIBITS
* Incorporated by reference as indicated
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*2(a)(1) Agreement and Plan of Merger among Form 8-K dated 1-3187 2
HII, HL&P, HI Merger, Inc. and August 11, 1996
NorAm dated as of August 11, 1996
*2(a)(2) Amendment to Agreement and Plan of Registration Statement on 333-11329 2(c)
Merger among HII, HL&P, HI Form S-4 dated
Merger, Inc. and NorAm dated September 4, 1996
August 11, 1996
*2(a)(3) Agreement dated August 5, 1997 Registration Statement on 333-33301 2.3
among HL&P, HII, HI Merger, Inc. Form S-3
and NorAm
*2(b) HII, HL&P and NorAm Joint Proxy Registration Statement on 333-11329
Statement/Prospectus Form S-4 dated
September 4, 1996
*3(a)(1) Restated Articles of Incorporation of Form 10-Q for the quarter 1-3187 3
HL&P dated May 11, 1993 ended June 30, 1993
*3(a)(2) Articles of Amendment to Registration Statement on 333-11329 3(b)
Exhibit 3(a)(1) dated August 9, 1996 Form S-4 dated
September 4, 1996
*3(a)(3) Articles of Amendment of HL&P Combined 10-K of HL&P 1-3187 3(c)
dated as of December 3, 1996 and HII dated March 20,
1997
*3(a)(4) Form of Amendments to Restated
Articles of Incorporation of HL&P
(Effective upon filing of Articles of
Merger merging HII with and into
HL&P.) (Contained in Exhibit A in
Exhibit 2(a)(2) above.)
*3(b) Amended and Restated Bylaws of HII HII's Form 10-Q for the 1-7629 3
(as of May 22, 1996) (Effective as quarter ended June 30,
Houston's Bylaws upon the Merger of 1996
HII with and into the HL&P)
*4(a)(1) Mortgage and Deed of Trust dated HL&P's Form S-7 filed 2-59748 2(b)
November 1, 1944 between HL&P on August 25, 1977
and South Texas Commercial National
Bank Houston (Texas Commerce Bank
National Association, as successor
trustee), as Trustee, as amended
and supplemented by 20 Supplemental
Indentures thereto
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*4(a)(2) Twenty-First through Fiftieth HL&P's Form 10-K for 1-3187 4(a)(2)
Supplemental Indentures to HL&P the year ended
Mortgage and Deed of Trust December 31, 1989
*4(a)(3) Fifty-First Supplemental Indenture HL&P's Form 10-Q for 1-3187 4(a)
dated March 25, 1991 to HL&P the quarter ended
Mortgage and Deed of Trust June 30, 1991
*4(a)(4) Fifty-Second through Fifty-Fifth HL&P's Form 10-Q for 1-3187 4
Supplemental Indentures, each dated the quarter ended
March 1, 1992, to HL&P Mortgage March 31, 1992
and Deed of Trust
*4(a)(5) Fifty-Sixth and Fifty-Seventh HL&P's Form 10-Q for 1-3187 4
Supplemental Indentures, each dated the quarter ended
October 1, 1992, to HL&P Mortgage September 30, 1992
and Deed of Trust
*4(a)(6) Fifty-Eighth and Fifty-Ninth HL&P's Form 10-Q for 1-3187 4
Supplemental Indenture, each dated as the quarter ended
of March 1, 1993 to HL&P Mortgage March 31, 1993
and Deed of Trust
*4(a)(7) Sixtieth Supplemental Indenture dated HL&P's Form 10-Q for 1-3187 4
July 1, 1993 to HL&P Mortgage and the quarter ended June 30,
Deed of Trust 1993
*4(a)(8) Sixty-First through Sixty-Third HL&P's Form 10-K for 1-3187 4(a)(8)
Supplemental Indentures to HL&P the year ended
Mortgage and Deed of Trust December 31, 1993
*4(a)(9) Sixty-Fourth through Sixty-Fifth HL&P's Form 10-K for 1-3187 4(a)(9)
Supplemental Indentures, each dated the year ended
as of July 1, 1995, to HL&P Mortgage December 31, 1995
and Deed of Trust
*4(b)(1) Rights Agreement dated July 11, Form 8-K dated July 11, 1-7629 4(a)(1)
1990, as amended and restated 1990
between HII 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(b)(2) Agreement and Appointment of Agent Form 8-K dated July 11, 1-7629 4(a)(2)
dated as of July 11, 1990 between HII 1990
and the Rights Agent
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*4(b)(3) Form of Amended and Restated Registration Statement on 333-11329 4(b)(1)
Rights Agreement between Houston Form S-4
and Texas Commerce Bank National
Association to be executed upon the
closing of the Merger, including form
of Statement of Resolution
Establishing Series Shares Designated
Series A Preference Stock and Form
of Rights Certificate
*4(c) Form of Houston Industries Registration Statement on 333-32353 4.7
Incorporated Amended and Restated Form S-3
Investor's Choice Plan to be executed
upon closing of the Merger
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Houston has not filed as exhibits to this Form 8-B certain long-term debt
instruments, under which the total amount of securities authorized do not exceed 10 percent of the total assets of Houston and any
of its subsidiaries on a consolidated basis. Houston hereby agrees to furnish a copy of any such instrument to the SEC upon request.
*10(a) Executive Benefit Plan of HII and Form 10-Q for the quarter 1-7629 10(a)(1)
First and Second Amendments thereto ended March 31, 1987 10(a)(2)
(effective as of June 1, 1982, July 1, and
1984, and May 7, 1986, respectively) 10(a)(3)
*10(b)(1) Executive Incentive Compensation Form 10-K for the year 1-7629 10(b)
Plan of HII (effective as of January 1, ended December 31, 1991
1982)
*10(b)(2) First Amendment to Exhibit 10(b)(1) Form 10-Q for the quarter 1-7629 10(a)
(effective as of March 30, 1992) ended March 31, 1992
*10(b)(3) Second Amendment to Form 10-K for the year 1-7629 10(b)(3)
Exhibit 10(b)(1) (effective as of ended December 31, 1992
November 4, 1992)
*10(b)(4) Third Amendment to Exhibit 10(b)(1) Form 10-K for the year 1-7629 10(b)(4)
(effective as of September 7, 1994) ended December 31, 1994
*10(c)(1) Executive Incentive Compensation Form 10-Q for the quarter 1-7629 10(b)(1)
Plan of HII (effective as of January 1, ended March 31, 1987
1985)
*10(c)(2) First Amendment to Exhibit 10(c)(1) Form 10-K for the year 1-7629 10(b)(3)
(effective as of January 1, 1985) ended December 31, 1988
*10(c)(3) Second Amendment to Exhibit Form 10-K for the year 1-7629 10(c)(3)
10(c)(1) (effective as of January 1, ended December 31, 1991
1985)
*10(c)(4) Third Amendment to Exhibit 10(c)(1) Form 10-Q for the quarter 1-7629 10(b)
(effective as of March 30, 1992) ended March 31, 1992
*10(c)(5) Fourth Amendment to Exhibit Form 10-K for the year 1-7629 10(c)(5)
10(c) (1) (effective as of November 4, ended December 31, 1992
1992)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*10(c)(6) Fifth Amendment to Exhibit 10(c)(1) Form 10-K for the year 1-7629 10(c)(6)
(effective as of September 7, 1994) ended December 31, 1994
*10(d) Executive Incentive Compensation Form 10-Q for the quarter 1-7629 10(b)(2)
Plan of HL&P (effective as of ended March 31, 1987
January 1, 1985)
*10(e)(1) Executive Incentive Compensation Form 10-Q for the quarter 1-7629 10(b)
Plan of HII (effective as of January 1, ended June 30, 1989
1989)
*10(e)(2) First Amendment to Exhibit 10(e)(1) Form 10-K for the year 1-7629 10(e)(2)
(effective as of January 1, 1989) ended December 31, 1991
*10(e)(3) Second Amendment to Exhibit Form 10-Q for the quarter 1-7629 10(c)
10(e)(1) (effective as of March 30, ended March 31, 1992
1992)
*10(e)(4) Third Amendment to Exhibit 10(e)(1) Form 10-K for the year 1-7629 10(c)(4)
(effective as of November 4, 1992) ended December 31, 1992
*10(e)(5) Fourth Amendment to Exhibit Form 10-K for the year 1-7629 10(e)(5)
10(e)(1) (effective as of September 7, ended December 31, 1994
1994)
*10(f)(1) Executive Incentive Compensation Form 10-K for the year 1-7629 10(b)
Plan of HII (effective as of January 1, ended December 31, 1990
1991)
*10(f)(2) First Amendment to Exhibit 10(f)(1) Form 10-K for the year 1-7629 10(f)(2)
(effective as of January 1, 1991) ended December 31, 1991
*10(f)(3) Second Amendment to Exhibit Form 10-Q for the quarter 1-7629 10(d)
10(f)(1) (effective as of March 30, ended March 31, 1992
1992)
*10(f)(4) Third Amendment to Exhibit 10(f)(1) Form 10-K for the year 1-7629 10(f)(4)
(effective as of November 4, 1992) ended December 31, 1992
*10(f)(5) Fourth Amendment to Exhibit 10(f)(1) Form 10-K for the year 1-7629 10(f)(5)
(effective as of January 1, 1993) ended December 31, 1992
*10(f)(6) Fifth Amendment to Exhibit 10(f)(1) Form 10-K for the year 1-7629 10(f)(6)
(effective in part as of January 1, 1995 ended December 31, 1994
and in part, as of September 7, 1994)
*10(f)(7) Sixth Amendment to Exhibit 10(f)(1) Form 10-Q for the quarter 1-7629 10(a)
(effective as of August 1, 1995) ended June 30, 1995
*10(f)(8) Seventh Amendment to Exhibit Form 10-Q for the quarter 1-7629 10(c)
10(f)(1) (effective as of January 1, ended June 30, 1996
1996)
*10(g)(1) Benefit Restoration Plan of HII Form 10-Q for the quarter 1-7629 10(c)
(effective as of June 1, 1985) ended March 31, 1987
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*10(g)(2) Benefit Restoration Plan of HII as Form 10-K for the year 1-7629 10(g)(2)
amended and restated ended December 31, 1991
(effective as of January 1, 1988)
*10(g)(3) Benefit Restoration Plan of HII as Form 10-K for the year 1-7629 10(g)(3)
amended and restated ended December 31, 1991
(effective as of July 1, 1991)
*10(h)(1) Deferred Compensation Plan of HII Form 10-Q for the quarter 1-7629 10(d)
(effective as of September 1, 1985) ended March 31, 1987
*10(h)(2) First Amendment to Exhibit 10(h)(1) Form 10-K for the year 1-7629 10(d)(2)
(effective as of September 1, 1985) ended December 31, 1990
*10(h)(3) Second Amendment to Exhibit Form 10-Q for the quarter 1-7629 10(e)
10(h)(1) (effective as of March 30, ended March 31, 1992
1992)
*10(h)(4) Third Amendment to Exhibit 10(h)(1) Form 10-K for the year 1-7629 10(h)(4)
(effective as of June 2, 1993) ended December 31, 1993
*10(h)(5) Fourth Amendment to Exhibit Form 10-K for the year 1-7629 10(h)(5)
10(h)(1) (effective as of September 7, ended December 31, 1994
1994)
*10(h)(6) Fifth Amendment to Exhibit 10(h) (1) Form 10-Q for the quarter 1-7629 10(d)
(effective as of August 1, 1995) ended June 30, 1995
*10(h)(7) Sixth Amendment to Exhibit 10(h)(1) Form 10-Q for the quarter 1-7629 10(b)
(effective as of December 1, 1995) ended June 30, 1995
*10(i)(1) Deferred Compensation Plan of HII Form 10-Q for the quarter 1-7629 10(a)
(effective as of January 1, 1989) ended June 30, 1989
*10(i)(2) First Amendment to Exhibit 10(i)(1) Form 10-K for the year 1-7629 10(e)(3)
(effective as of January 1, 1989) ended December 31, 1989
*10(i)(3) Second Amendment to Exhibit Form 10-Q for the quarter 1-7629 10(f)
10(i)(1) (effective as of March 30, ended March 31, 1992
1992)
*10(i)(4) Third Amendment to Exhibit 10(i)(1) Form 10-K for the year 1-7629 10(i)(4)
(effective as of June 2, 1993) ended December 31, 1993
*10(i)(5) Fourth Amendment to Exhibit 10(i)(1) Form 10-K for the year 1-7629 10(i)(5)
(effective as of September 7, 1994) ended December 31, 1994
*10(i)(6) Fifth Amendment to Exhibit 10(i)(1) Form 10-Q for the quarter 1-7629 10(c)
(effective as of August 1, 1995) ended June 30, 1995
*10(i)(7) Sixth Amendment to Exhibit 10(i)(1) Form 10-Q for the quarter 1-7629 10(c)
(effective as of December 1, 1995) ended June 30, 1996
*10(j)(1) Deferred Compensation Plan of HII Form 10-K for the year 1-7629 10(d)(3)
(effective as of January 1, 1991) ended December 31, 1990
*10(j)(2) First Amendment to Exhibit 10(j)(1) Form 10-K for the year 1-7629 10(j)(2)
(effective as of January 1, 1991) ended December 31, 1991
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*10(j)(3) Second Amendment to Exhibit Form 10-Q for the quarter 1-7629 10(g)
10(j)(1) (effective as of March 30, ended March 31, 1992
1992)
*10(j)(4) Third Amendment to Exhibit 10(j)(1) Form 10-K for the year 1-7629 10(j)(4)
(effective as of June 2, 1993) ended December 31, 1993
*10(j)(5) Fourth Amendment to Exhibit 10(j)(1) Form 10-K for the year 1-7629 10(j)(5)
(effective as of December 1, 1993) ended December 31, 1993
*10(j)(6) Fifth Amendment to Exhibit 10(j)(1) Form 10-K for the year 1-7629 10(j)(6)
(effective as of September 7, 1994) ended December 31, 1994
*10(j)(7) Sixth Amendment to Exhibit 10(j)(1) Form 10-Q for the quarter 1-7629 10(b)
(effective as of August 1, 1995) ended June 30, 1995
*10(j)(8) Seventh Amendment to Exhibit Form 10-Q for the quarter 1-7629 10(d)
10(j)(i) (effective as of December 1, ended June 30, 1996
1995)
*10(k)(1) Long-Term Incentive Compensation Form 10-Q for the quarter 1-7629 10(c)
Plan of HII (effective as of January 1, ended June 30, 1989
1989)
*10(k)(2) First Amendment to Exhibit 10(k)(1) Form 10-K for the year 1-7629 10(f)(2)
(effective as of January 1, 1990) ended December 31, 1989
*10(k)(3) Second Amendment to Exhibit Form 10-K for the year 1-7629 10(k)(3)
10(k)(1) (effective as of December 22, ended December 31, 1992
1992)
*10(l) Form of stock option agreement for Form 10-Q for the quarter 1-7629 10(h)
nonqualified stock options granted ended March 31, 1992
under HII's 1989 Long-Term Incentive
Compensation Plan
*10(m) Form of restricted stock agreement Form 10-Q for the quarter 1-7629 10(i)
for restricted stock granted under HII's ended March 31, 1992.
1989 Long-Term Incentive
Compensation Plan
*10(n)(1) 1994 Long-Term Incentive Form 10-K for the year 1-7629 10(n)(1)
Compensation Plan of HII (effective ended December 31, 1993
as of January 1, 1994)
*10(n)(2) Form of Stock Option Agreement for Form 10-K for the year 1-7629 10(n)(2)
Nonqualified Stock Options Granted ended December 31, 1993
under HII's 1994 Long-Term Incentive
Compensation Plan
*10(o)(1) Savings Restoration Plan of HII Form 10-K for the year 1-7629 10(f)
(effective as of January 1, 1991) ended December 31, 1990
*10(o)(2) First Amendment to Exhibit 10(o)(1) Form 10-K for the year 1-7629 10(l)(2)
(effective as of January 1, 1992) ended December 31, 1991
*10(p) Director Benefits Plan, effective as of Form 10-K for the year 1-7629 10(m)
January 1, 1992 ended December 31, 1991
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*10(q)(1) Executive Life Insurance Plan of HII Form 10-K for the year 1-7629 10(q)
(effective as of January 1, 1994) ended December 31, 1993
*10(q)(2) First Amendment to Exhibit 10(q) Form 10-Q for the quarter 1-7629 10(e)
(effective as of January 1, 1994) ended June 30, 1995
*10(r) Employment and Supplemental Form 10-Q for the quarter 1-7629 10(f)
Benefits Agreement between HL&P ended March 31, 1987
and Hugh Rice Kelly
*10(s)(1) Houston Industries Incorporated Form 10-K for the year 1-7629 10(s)(4)
Savings Trust (As Amended and ended December 31, 1995
Restated Effective July 1, 1995)
*10(s)(2) Note Purchase Agreement between Form 10-K for the year 1-7629 10(j)(3)
HII and the ESOP Trustee, dated as of ended December 31, 1990
October 5, 1990
*10(t) Agreement dated June 6, 1994 HII's Form 10-Q for the 1-7629 10(a)
between HII and Don D. Jordan quarter ended June 30,
1994
*10(u) Agreement dated June 6, 1994 HII's Form 10-Q for the 1-7629 10(b)
between HII and Don D. Sykora quarter ended June 30,
1994
*10(v) Letter Agreement between HII and HII's Form 10-K for the 1-7629 10(v)
Jack Trotter year ended December 31,
1994
*10(w) Employment Agreement dated Form 10-K for the year 1-3187 10(t)
April 5, 1993 between HL&P and ended December 31, 1994
William T. Cottle
*10(x)(1) Stockholder's Agreement dated as of Schedule 13-D dated July 5-19351 2
July 6, 1995 between HII and Time 6, 1995
Warner Inc.
*10(x)(2) Registration Rights Agreement dated Schedule 13-D dated July 5-19351 3
as of July 6, 1995 between HII and 6, 1995
Time Warner Inc.
10(x)(3) Amendment to Exhibits 10(x)(1) and HII's Form 10-K dated 1-7629 10(x)(3)
10(x)(2) dated November 18, 1996 March 20, 1997
*10(x)(4) Certificate of Voting Powers, Schedule 13-D dated July 5-19351 4
Designations, Preferences and 6, 1995
Relative Participating, Optional or
Other Special Rights, and
Qualifications, Limitations or
Restrictions Thereof of Series D
Convertible Preferred Stock of Time
Warner Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*10(y) Houston Industries Incorporated HII's Form 10-K for the 1-7629 10(7)
Executive Deferred Compensation year ended December 31,
Trust, effective as of December 19, 1995
1995
*10(z) Agreement dated June 14, 1991 HII's Form 10-K for the 1-7629 10(aa)
between HII and David M. year ended December 31,
McClanahan 1995
*10(aa) Supplemental Pension Agreement Registration Statement on 333-11329 10(aa)
dated July 17, 1996, between HII and Form S-4
Lee W. Hogan
*10(bb) Consulting Agreement dated HII's Form 10-K dated 1-7629 10(bb)
January 14, 1997, between HII and March 20, 1997
Milton Carroll
*10(cc) Employment Agreement dated HII's Form 10-K dated 1-7629 10(cc)
February 25, 1997, between HII and March 20, 1997
Don D. Jordan
*10(dd) Employment Agreement dated HL&P's Form 10-Q for 1-3187 10
September 16, 1996 between HL&P the quarter ended
and Charles R. Crisp September 30, 1996
*10(ee) Deferred Stock Appreciation NorAm's Form 10-K for 1-3751 10.2
Agreement the year ended December
31, 1988
*10(ff) Deferred Stock Appreciation NorAm's Form 10-K for 1-3751 10.3
Agreement the year ended December
31, 1988
*10(gg) Executive Supplemental Medical Plan NorAm's Proxy Statement, 1-3751 Page 13
Annual Meeting of
Stockholders, dated
May 12, 1987
*10(hh) 1982 Nonqualified Stock Option Plan NorAm's Form S-8 dated 2-84830
with Appreciation Rights July 1, 1983
*10(ii) Nonqualified Executive Disability NorAm's Form 10-K for 1-3751 10.6
Income Plan the year ended December
31, 1988
*10(jj) Nonqualified Unfunded Executive NorAm's Form 10-K for 1-3751
Supplemental Income Retirement Plan the year ended December
31, 1988
*10(kk) Unfunded Nonqualified Retirement NorAm's Form 10-K for 1-3751 10.10
Income Plan the year ended December
31, 1985
*10(ll) Annual Incentive Award Plan As maintained in the files 1-3751
of the Commission
*10(mm) Long-Term Incentive Compensation NorAm's Form S-8 dated 33-10806
Plan December 12, 1986
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
REPORT OR SEC FILE OR
EXHIBIT REGISTRATION REGISTRATION EXHIBIT
NO. DESCRIPTION STATEMENT NUMBER REFERENCE
- -------- ----------- ------------- -------------- -----------
<S> <C> <C> <C> <C>
*10(nn) Service Agreement, by and between NorAm's Form 10-K for 1-3751 10.20
Mississippi River Transmission the year ended December
Corporation and Laclede Gas 31, 1989
Company, dated August 22, 1989
*10(oo) Agreement and Plan of Merger, dated NorAm's Registration 33-27428 A
as of July 1990, between NorAm Statement on Form S-4
Energy Corp., Diversified Energies,
Inc. and Minnegasco, Inc.
*10(pp) Incentive Equity Plan NorAm's Proxy Statement, 1-3751 Appendix B
Annual Meeting of
Stockholders, dated
May 10, 1994
*10(qq) Non-Employee Director Restricted NorAm's Proxy Statement, 1-3751 Appendix D
Stock Plan Annual Meeting of
Stockholders, dated
May 10, 1994
*10(rr) Severance Agreement for each of the NorAm's Form 10-Q for 1-3751 99.2
Chief Executive Officers and the four the quarter ended June 30,
most highly compensated executive 1996
officers of NorAm (T. Milton Honea,
Charles M. Oglesby, Michael B.
Bracy, William A. Kellstrom, Hubert
Gentry, Jr.) and for 10 other
executive officers of NorAm
21 Subsidiaries of Houston
</TABLE>
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this application for registration
(or registration statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
HOUSTON INDUSTRIES INCORPORATED
Date: August 20, 1997 By: /s/ Rufus S. Scott
---------------------------------
Rufus S. Scott
Vice President, Deputy General Counsel
and Assistant Corporate Secretary
-12-
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF HOUSTON
Since the closing date of the Succession Transaction, Houston
Industries Incorporated, a Texas corporation, has conducted its electric utility
business as Houston Lighting & Power Company.
SIGNIFICANT SUBSIDIARIES:
1) NorAm Energy Corp., a Delaware corporation
Doing business as:
Arkla
Entex
Minnegasco
2) NorAm Gas Transmission Company, a Delaware corporation
