<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RELIANT ENERGY, 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 Hugh Rice Kelly
Houston, Texas 77002 Executive Vice President, General
(713) 207-3000 Counsel and
(Address, including zip code, and Corporate Secretary
telephone 1111 Louisiana
number, including area code, of Houston, Texas 77002
registrant's (713) 207-3000
principal executive offices) (Name, address, including zip code,
and telephone
number, including area code, of agent
for service)
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Copy to:
Timothy S. Taylor
Baker & Botts, L.L.P.
910 Louisiana
One Shell Plaza
Houston, Texas 77002-4995
(713) 229-1234
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Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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. [X] 333-86403
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. [_]
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<TABLE>
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<CAPTION>
Proposed Proposed
Title of each class of Amount to be maximum offering maximum aggregate Amount of
securities to be registered registered price per unit(1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Debt Securities......... $2 100% $2 $0.01
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</TABLE>
(1)Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Reg. No. 333-86403) filed by Reliant Energy, Incorporated with
the Securities and Exchange Commission (the "Commission") on September 2,
1999, as amended, including the exhibits thereto, and declared effective by
the Commission on September 10, 1999 are hereby incorporated by reference into
this Registration Statement.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on September 16, 1999.
RELIANT ENERGY, INCORPORATED
(Registrant)
By: /s/ R. Steve Letbetter
-----------------------------------
R. Steve Letbetter,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ R. Steve Letbetter President, Chief Executive September 16, 1999
____________________________________ Officer and Director
(R. Steve Letbetter) (Principal Executive Officer
and Director)
/s/ Stephen W. Naeve Vice Chairman and Chief September 16, 1999
____________________________________ Financial Officer (Principal
(Stephen W. Naeve) Financial Officer)
/s/ Mary P. Ricciardello Senior Vice President and September 16, 1999
____________________________________ Comptroller (Principal
(Mary P. Ricciardello) Accounting Officer)
* Directors September 16, 1999
____________________________________
(Richard E. Balzhiser, Milton
Carroll,
John T. Cater, O. Holcombe
Crosswell, Robert J. Cruikshank,
Linnet F. Deily,
Lee W. Hogan, T. Milton Honea and
Alexander F. Schilt)
* Chairman of the Board September 16, 1999
____________________________________
</TABLE> (Don D. Jordan)
/s/ Hugh Rice Kelly
*By____________________________
(Hugh Rice Kelly)
Attorney-in-fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Document Description
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<C> <S>
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* Power of Attorney
</TABLE>
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* Incorporated herein by reference from the signature page of the Company's
Registration Statement on Form S-3 (Registration No. 333-86403).
II-5
<PAGE>
Exhibit 5
[Letterhead of Baker & Botts, L.L.P.]
September 16, 1999
Reliant Energy, Incorporated
1111 Louisiana
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as counsel for Reliant Energy, Incorporated, a Texas
corporation (the "Company"), in connection with the preparation of 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"), on
September 16, 1999 (Registration No. 333- ), relating to the proposed
issuance and sale from time to time of up to $2.00 in aggregate principal
amount of the Company's senior debt securities (the "Senior Debt Securities")
and subordinated debt securities (the "Subordinated Debt Securities"), each
series of which will be issued under an Indenture (the "Senior Indenture") or
a Subordinated Indenture (the "Subordinated Indenture"), respectively, the
forms of which have been filed as exhibits to the Registration Statement.
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, and the Senior Indenture and
the Subordinated Indenture, and have examined the 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 documents examined by us
are genuine, that all documents submitted to us as originals are authentic and
that all documents submitted to us as certified or photostatic copies conform
with the original copies of such documents.
On the basis of the foregoing, and subject to the assumptions, limitations
and qualifications set forth herein, we are of the opinion that:
1. With respect to a series of Senior Debt Securities, when (i) the
Senior Indenture and the supplemental indenture relating to such series of
Senior Debt Securities have been duly authorized and validly executed and
delivered by each of the parties thereto; (ii) the Registration Statement
has become effective under the Securities Act and the Senior Indenture has
been duly qualified under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"); (iii) the Board of Directors of the Company (the
"Board") has taken all necessary corporate action to approve and establish
the terms of such series of Senior Debt Securities, to approve the issuance
thereof and the terms of the offering thereof and related matters; and (iv)
such Senior Debt Securities have been duly executed, authenticated, issued
and delivered in accordance with the provisions of the Senior Indenture and
the supplemental indenture relating to such series of Senior Debt
Securities and the provisions of the applicable definitive purchase,
underwriting or similar agreement approved by the Board upon payment of the
consideration therefor provided for therein, such Senior Debt Securities
will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as
the enforceability thereof is subject to the effect of (x) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other laws
relating to or affecting creditors' rights generally and (y) general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
<PAGE>
2. With respect to a series of Subordinated Debt Securities, when (i) the
Subordinated Indenture and the supplemental indenture relating to such
series of Subordinated Debt Securities have been duly authorized and
validly executed and delivered by each of the parties thereto; (ii) the
Registration Statement has become effective under the Securities Act and
the Subordinated Indenture has been duly qualified under the Trust
Indenture Act; (iii) the Board has taken all necessary corporate action to
approve and establish the terms of such series of Subordinated Debt
Securities, to approve the issuance thereof and the terms of the offering
thereof and related matters; and (iv) such Subordinated Debt Securities
have been duly executed, authenticated, issued and delivered in accordance
with the provisions of the Subordinated Indenture and the supplemental
indenture relating to such series of Subordinated Debt Securities and the
provisions of the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration therefor
provided for therein, such Subordinated Debt Securities will constitute
legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, except as the enforceability
thereof is subject to the effect of (x) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to
or affecting creditors' rights generally and (y) general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
The opinions set forth above are limited in all respects to matters of Texas
law and the contract law of the State of New York 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 "Validity of Securities" 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.
2
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Reliant Energy, Incorporated ("Reliant Energy") on Form S-3 of our report dated
February 25, 1999 appearing in the Annual Report on Form 10-K of Reliant Energy
for the year ended December 31, 1998 and to the reference to us under the
heading "Experts" in the Prospectus, which is incorporated by reference in this
Registration Statement.
DELOITTE & TOUCHE LLP
Houston, Texas
September 16, 1999
