<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1998
REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
HOUSTON INDUSTRIES INCORPORATED
(Exact name of registrant as specified in its charter)
TEXAS 74-0694415
(State or other jurisdiction (I.R.S. Employer
of 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)
--------------------------
HUGH RICE KELLY
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND
CORPORATE SECRETARY
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-3000
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Amount Proposed Maximum Proposed Amount of
Each Class of Securities to be Offering Price Per Maximum Aggregate Registration
to be Registered Registered Share (2) Offering Price (2) Fee (3)(4)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value (1) 3,000 Shares $30.563 $91,689 $27.05
===================================================================================================================
</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) of the Rules and Regulations of the
Securities and Exchange Commission promulgated under the Securities Act of
1933, as amended, solely for the purpose of calculating the registration fee
based on the average of the high and low sales prices per share of the
Common Stock on the New York Stock Exchange Composite Tape on June 26, 1998.
(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.
(4) Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission promulgated under the Securities Act of 1933, as
amended, this Registration Statement contains a Prospectus that also relates
to 41,299 shares of Common Stock (the "Previously Registered Shares")
registered by the Registrant's Registration Statement on Form S-3 (No. 333-
33301) previously filed on August 11, 1997. A filing fee of $252.07 was
previously paid by the Registrant in connection with the registration of the
Previously Registered Shares.
--------------------------
Pursuant to Rule 429 of the Rules and Regulations of the Securities and
Exchange Commission promulgated under the Securities Act of 1933, as amended,
the Prospectus included in this Registration Statement (which Prospectus relates
to 44,299 shares of Common Stock of the Registrant) is a combined Prospectus
and also relates to the Registrant's Registration Statement on Form S-3 (No.
333-33301).
--------------------------
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.
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
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.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
SUBJECT TO COMPLETION, DATED JULY 2, 1998
HOUSTON INDUSTRIES INCORPORATED
44,299 SHARES
COMMON STOCK
(WITHOUT PAR VALUE)
The shares of common stock, without par value ("Common Stock"), of
Houston Industries Incorporated, a Texas corporation (the "Company"), offered
hereby are issuable upon the conversion of one or more 6 1/4% Convertible Junior
Subordinated Debentures ("Convertible Debentures") of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm").
Each Convertible Debenture may be converted into cash and shares of Common Stock
by the holder thereof at any time on or prior to June 30, 2026 (unless such
maturity date is extended by NorAm to a date not later than June 30, 2045 upon
satisfaction of certain requirements and conditions). For a description of the
conversion provisions of the Convertible Debentures see "Plan of Distribution."
The Common Stock offered hereby is being offered on a continuous basis
pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Securities Act"), during the period of time that the Registration Statement to
which this prospectus relates remains effective. The Common Stock is listed on
the New York and the Chicago Stock Exchanges.
--------------------------
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 , 1998.
<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 of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the Commission located at
7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and Suite
1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can also be obtained at prescribed rates by
writing the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549. Such material may also be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. The Common Stock is listed on the New York and Chicago Stock
Exchanges. Reports, proxy statements and other information concerning the
Company can be inspected and copied at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005 and at the offices of The
Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Common Stock offered
hereby, reference is made to the Registration Statement and the exhibits and the
financial statements, notes and schedules filed as a part thereof or
incorporated by reference therein, which may be inspected at the public
reference facilities of the Commission at the addresses set forth above or
through the Commission's home page on the Internet. Statements made in this
Prospectus concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998; and
(3) the description of each of the Common Stock and the Company's Rights to
Purchase Series A Preference Stock, which are contained in the Company's
Registration Statement on Form 8-B dated July 30, 1997.
Each document or report filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of any offering of the Common Stock made by this Prospectus shall be
deemed to be incorporated by reference into this Prospectus and to be a part of
this Prospectus from the date of filing of such document. Any statement
contained herein, or in any document all or a portion of which is incorporated
or deemed to be incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of the Registration Statement and 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 the Registration Statement or this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference herein (other
than exhibits not specifically incorporated by reference into the texts of such
documents). Requests for such documents should be directed to the Company's
Investor Relations Department, 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).
2
<PAGE>
THE COMPANY
The Company is a diversified international energy services company. Its
Houston Lighting & Power Company division is an electric utility serving
approximately 1.6 million customers in the City of Houston, Texas, and
surrounding areas on the Texas Gulf Coast. NorAm, the Company's largest
subsidiary, is a natural gas utility serving over 2.8 million customers in
Arkansas, Louisiana, Minnesota, Mississippi, Oklahoma and Texas. NorAm, through
its subsidiaries, is also a major interstate natural gas pipeline company and a
provider of energy marketing services.
The Company's other principal subsidiaries include Houston Industries
Energy, Inc., which participates in the privatization of foreign generating and
distribution facilities and the development and acquisition of foreign
independent power projects, and Houston Industries Power Generation, Inc., which
participates in the acquisition, development and operation of domestic non-rate
regulated power generation facilities.
The Company acquired NorAm in August 1997 in a transaction involving the
merger (the "Company Merger") of the Company's former parent corporation,
Houston Industries Incorporated ("Former HI"), into the Company, and the merger
(the "NorAm Merger" and, collectively with the Company Merger, the "Mergers") of
NorAm's predecessor corporation ("Former NorAm") into a newly formed subsidiary
of Former HI. As a result of the Mergers, NorAm became a wholly owned subsidiary
of the Company.
The Company, subject to certain limited exceptions, is exempt from
regulation as a public utility holding company pursuant to Section 3(a)(2) of
the Public Utility Holding Company Act of 1935, as amended.
The executive offices of the Company and NorAm are located at Houston
Industries Plaza, 1111 Louisiana, Houston, Texas 77002 (telephone number: 713-
207-3000).
USE OF PROCEEDS
Because the shares of Common Stock offered hereby will be issued upon
conversion of the Convertible Debentures, the Company will not receive any
proceeds upon such issuance.
PLAN OF DISTRIBUTION
ISSUANCE OF COMMON STOCK UPON CONVERSION OF CONVERTIBLE DEBENTURES
The Mergers were effected pursuant to the Agreement and Plan of Merger,
dated as of August 11, 1996, as amended (the "Merger Agreement"), by and among
Former HI, the Company, Former NorAm, and HI Merger, Inc., a Delaware
corporation and a wholly owned subsidiary of Former HI. As a result of the
Mergers, NorAm became a wholly owned subsidiary of the Company. Pursuant to the
terms and conditions of the Merger Agreement, the Company agreed to be bound by
the conversion provisions of the Convertible Debentures.
Under the terms of the Indenture, dated as of June 15, 1996, as amended and
supplemented (the "Indenture"), between NorAm, as successor in interest to
Former NorAm, and The Bank of New York, as trustee, the holder of a Convertible
Debenture has the right to convert such Convertible Debenture at any time on or
prior to June 30, 2026 (unless such maturity date is extended by NorAm to a date
not later than June 30, 2045 upon satisfaction of certain requirements and
conditions) into the amount, subject to the adjustments provided for in the
Indenture, of Stock Consideration (as defined below) and Cash Consideration (as
defined below) which the holder thereof would have had the right to receive
after the effective time of the NorAm Merger if such Convertible Debenture had
been converted immediately prior to the effective time of the NorAm Merger and
the holder thereof had made the election to receive Stock Consideration with
respect to 50% of the shares of NorAm Common Stock (as defined below) and Cash
Consideration with respect to the remaining 50% of the shares of NorAm Common
Stock. At the effective time of the NorAm Merger, the Convertible Debentures
were convertible into NorAm Common Stock at a conversion price of $12.125 per
share.
3
<PAGE>
"NorAm Common Stock" means the common stock, par value $.625 per share, of
Former NorAm that a holder of a Convertible Debenture would have had the right
to receive under the terms of the Indenture if such holder had exercised the
conversion privilege of the Convertible Debentures immediately prior to the
effective time of the NorAm Merger.
"Cash Consideration" means the cash amount of $16.3051 per share of NorAm
Common Stock.
"Stock Consideration" means 0.74963 shares of Common Stock per share of
NorAm Common Stock.
Pursuant to the terms of the Indenture and the Merger Agreement, Common
Stock may be issued to holders of Convertible Debentures from time to time upon
the exercise of the conversion privilege of the Convertible Debentures by a
holder thereof in accordance with the terms of the Indenture.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 700,000,000 shares
of Common Stock, 10,000,000 shares of Preferred Stock, without par value, and
10,000,000 shares of Preference Stock, without par value ("Preference Stock"),
of which (i) 700,000 shares have been designated by the Board of Directors of
the Company as Series A Preference Stock ("Series A Preference Stock"), (ii)
27,000 shares have been designated by the Board of Directors of the Company as
Series B Preference Stock ("Series B Preference Stock") and (iii) 1,575 shares
have been designated by the Board of Directors of the Company as Series C
Preference Stock ("Series C 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. At March 31, 1998, there were 283,719,977
shares of Common Stock, 97,397 shares of $4 Preferred Stock, no shares of Series
A Preference Stock, 17,000 shares of Series B Preference Stock and 1,575 shares
of Series C Preference Stock issued and outstanding.
EXPERTS
The financial statements and related financial statement schedule of the
Company incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for its fiscal year ended December 31, 1997, have been
audited by Deloitte & Touche LLP, independent auditors, as set forth in their
report which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority 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.
James A. Baker, III, a senior partner in the law firm of Baker & Botts, L.L.P.,
is currently a director of the Company and beneficial owner of 2,500 shares of
Company Common Stock.
4
<PAGE>
================================================================================
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 REPRESENTATIONS 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 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
Page
----
Available Information....................................................2
Incorporation of Certain Documents by Reference..........................2
The Company..............................................................3
Use of Proceeds..........................................................3
Plan of Distribution.....................................................3
Description of Common Stock..............................................4
Experts..................................................................4
Legal Opinions...........................................................4
================================================================================
HOUSTON INDUSTRIES
INCORPORATED
44,299 Shares
Common Stock
(without par value)
------------------
PROSPECTUS
------------------
, 1998
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Company in connection with the issuance and distribution of the Common Stock
offered hereby.
Securities and Exchange Commission filing fee $ 27
Blue Sky fees and expenses 5,000
Attorney's fees and expenses 10,000
Independent Auditor's fees and expenses 10,000
Printing and engraving expenses 15,000
Listing fees 20,000
Miscellaneous expenses 2,073
-------
Total $62,100
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02.A.(16) and Article 2.02-1 of the Texas Business Corporation
Act and Article V of the Company's Amended and Restated Bylaws provide the
Company with broad powers and authority to indemnify its directors and officers
and to purchase and maintain insurance for such purposes. Pursuant to such
statutory and Bylaw provisions, the Company has purchased insurance against
certain costs of indemnification that may be incurred by it and by its officers
and directors.
Additionally, Article IX of the Company's Restated Articles of
Incorporation provides that a director of the Company is not liable to the
Company or its shareholders for monetary damages for any act or omission in the
director's capacity as director, except that Article IX does not eliminate or
limit the liability of a director for (i) breaches of 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 violations 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.
See "Item 17. Undertakings" for a description of the Commission's position
regarding such indemnification provisions.
ITEM 16. EXHIBITS.
See Index to Exhibits at page II-4.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
II-1
<PAGE>
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission 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
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 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 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-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, HOUSTON
INDUSTRIES INCORPORATED 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 JUNE 30, 1998.
HOUSTON INDUSTRIES INCORPORATED
(Registrant)
By: /s/ Don D. Jordan
-----------------------------------------------
(Don D. Jordan, Chairman and Chief Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date
--------- ----- ----
/s/ Don D. Jordan Chairman, Chief Executive June 30, 1998
- ----------------------- Officer and Director
(Don D. Jordan) (Principal Executive Officer)
/s/ Stephen W. Naeve Executive Vice President and June 30, 1998
- -------------------------- Chief Financial Officer
(Stephen W. Naeve) (Principal Financial Officer)
/s/ Mary P. Ricciardello Vice President and Comptroller June 30, 1998
- --------------------------- (Principal Accounting Officer)
(Mary P. Ricciardello)
RICHARD E. BALZHISER,
MILTON CARROLL, JOHN T. CATER,
ROBERT J. CRUIKSHANK,
LINNET F. DEILY, LEE W. HOGAN,
R. STEVE LETBETTER,
ALEXANDER F. SCHILT* A majority of the Board of June 30, 1998
Directors
*By: /s/ Hugh Rice Kelly
------------------------------------
(Hugh Rice Kelly, Attorney-In-Fact)
II-3
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION> SEC File or
Exhibit Report or Registration Exhibit
Number Document Description Registration Statement Number Reference
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
2.1* Agreement and Plan of Merger, among the Company's Form 8-K 1-7629 2
Company, Former HI, Merger Sub and Former dated August 11, 1996
NorAm dated as of August 11, 1996
2.2* Amendment to Agreement and Plan of Merger Registration 333-11329 2(c)
among the Company, Former HI, Merger Sub and Statement
Former NorAm dated as of October 23, 1996 on Form S-4
2.3* Agreement dated August 5, 1997 among the Registration 333-33301 2.3
Company, Old HI, Merger Sub and Old NorAm Statement
on Form S-3
4.1* Restated Articles of Incorporation of the Company Company's Form 10-K 1-7629 3(a)
(Restated as of September 1997) for the year ended
December 31, 1997
4.2* Amended and Restated Bylaws of the Company, Company's Form 10-K 1-7629 3(b)
restated as of December 1996 for the year ended
December 31, 1997
4.3* Amended and Restated Rights Agreement between Registration 333-11329 4(b)(1)
the Company and Chase Bank of Texas, National Statement
Association (formerly known as Texas Commerce on Form S-4
Bank National Association), as Rights Agent,
including form of Statement of Resolution
Establishing Series of Shares designated Series A
Preference Stock and form of Rights Certificate
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-4
<PAGE>
EXHIBIT 5
[Letterhead of Baker & Botts, L.L.P.]
July 2, 1998
Houston Industries Incorporated
Houston Industries Plaza
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Houston Industries Incorporated, a Texas
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the issuance from time to time of up
to 3,000 shares (the "Shares") of common stock, without par value, of the
Company (and associated rights to purchase Series A Preference Stock, without
par value, of the Company (the "Rights")) upon conversion of the 6 1/4%
Convertible Junior Subordinated Debentures (the "Debentures") of NorAm Energy
Corp. (formerly known as HI Merger, Inc.), a Delaware corporation ("New NorAm").
The Debentures are governed by an Indenture dated as of June 15, 1996, as
amended and supplemented (the "Indenture"), between New NorAm as successor in
interest to NorAm Energy Corp., a Delaware corporation ("Old NorAm"), and The
Bank of New York, as trustee.
In our capacity as your counsel in the connection referred to above, we
have examined the Restated Articles of Incorporation and Amended and Restated
Bylaws of the Company, each as amended to date, the Agreement and Plan of Merger
dated as of August 11, 1996, as amended, by and among Houston Industries
Incorporated, a Texas corporation ("Old HII"), the Company (formerly a wholly
owned subsidiary of Old HII), New NorAm and Old NorAm, the Indenture, and the
Amended and Restated Rights Agreement dated as of August 6, 1997 between the
Company and Chase Bank of Texas, National Association (formerly known as Texas
Commerce Bank National Association) (the "Rights Agreement") and have examined
originals, or copies certified or otherwise identified, of corporate records of
the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments or documents, as a basis for the opinions
hereinafter expressed. 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.
<PAGE>
Houston Industries Incorporated -2- July 2, 1998
On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Texas.
2. The Shares, when duly issued upon conversion of the Debentures in
accordance with the terms thereof and the terms and provisions of the
Indenture, will be validly issued, fully paid and non-assessable.
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 connection with the issuance of the
associated Shares as provided above and in accordance with the terms of the
Rights Agreement, the Rights associated with such 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.
The opinions set forth above are limited in all respects to matters of
Texas law as in effect on the date hereof. At your request, this opinion is
being furnished to you for filing as Exhibit 5 to the Registration Statement.
Additionally, we hereby consent to the reference to our Firm under the caption
"Legal Opinions" in the Registration Statement. In giving such consent, we do
not thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
BAKER & BOTTS, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Houston Industries Incorporated ("HII") on Form S-3 of our report dated
February 20, 1998 appearing in the Annual Report on Form 10-K of HII for the
year ended December 31, 1997 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
July 2, 1998
<PAGE>
EXHIBIT 24
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 6th
day of August, 1997.
/s/ Richard E. Balzhiser
---------------------------------
Richard E. Balzhiser
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 5th
day of August, 1997.
/s/ Milton Carroll
-------------------------------------
Milton Carroll
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 6th
day of August, 1997.
/s/ John T. Cater
--------------------------------------
John T. Cater
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 6th
day of August, 1997.
/s/ Robert J. Cruikshank
---------------------------------
Robert J. Cruikshank
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 5th
day of August, 1997.
/s/ Linnet F. Deily
-------------------------------------
Linnet F. Deily
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 5th
day of August, 1997.
/s/ Lee W. Hogan
-----------------------------------
Lee W. Hogan
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 5th
day of August, 1997.
/s/ R. Steve Letbetter
------------------------------------
R. Steve Letbetter
<PAGE>
HOUSTON INDUSTRIES INCORPORATED
Power of Attorney
-----------------
(Common Stock to be issued upon conversion of 6% Convertible Subordinated
Debentures Due 2012 and 6 1/4% Convertible Junior Subordinated Debentures)
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 (i) up to 1,709,650 shares of
common stock, without par value (with associated preference stock purchase
rights) ("Common Stock") of the Company, to be issued upon conversion of one or
more 6% Convertible Subordinated Debentures Due 2012 of NorAm Energy Corp., a
Delaware corporation and a wholly owned subsidiary of the Company ("NorAm"), and
(ii) up to 5,420,000 shares of Common Stock to be issued upon the conversion of
one or more 6 1/4% Convertible Junior Subordinated Debentures of NorAm.
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 (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 5th
day of August, 1997.
/s/ Alexander F. Schilt
----------------------------------
Alexander F. Schilt
