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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-32353
PROSPECTUS
RELIANT ENERGY, INCORPORATED
5,000,000 SHARES
COMMON STOCK
INVESTOR'S CHOICE PLAN
Reliant Energy, Incorporated, formerly known as Houston Industries
Incorporated (the "Company" or "Reliant Energy"), hereby offers its
shareholders and other interested investors an opportunity to purchase shares
of the Company's common stock, without par value ("Common Stock"), directly
from the Company through participation in its Investor's Choice Plan
("Investor's Choice" or the "Plan"). Investor's Choice offers a number of
convenient options for investing in shares of Common Stock, including through
reinvestment of all or a portion of the cash dividends paid and interest
payments made on certain securities of the Company and its subsidiaries (the
"Eligible Securities").
Shares of Common Stock will be purchased under the Plan, at the option of
the Company, from newly issued shares, shares held in the treasury of the
Company or shares purchased on the open market. Any open market purchases will
be made through an Independent Agent (as defined below) selected by the
Company. The Common Stock is listed on the New York and the Chicago Stock
Exchanges. The closing price of the Common Stock on May 25, 1999 on the New
York Stock Exchange was $31.69.
The purchase price of newly issued or treasury shares of Common Stock
purchased under the Plan for a particular Investment Date (as defined below)
will be the average of the high and low sales prices for the Common Stock
reported on the New York Stock Exchange Composite Tape as published in The
Wall Street Journal for the trading day preceding that Investment Date. The
price of shares of Common Stock purchased or sold in the open market will be
the aggregate weighted average price per share (adjusted for brokerage fees
and commissions, any service charges and applicable taxes) of the aggregate
number of shares purchased or sold during the relevant period. There will be
no discount from the purchase price for shares purchased under the Plan. The
Company will pay the costs of administration of the Plan, except that
participants in the Plan ("Participants") will bear the cost of brokerage fees
and commissions, any services charges and applicable taxes related to shares
purchased or sold on the open market.
To the extent required by applicable law in certain jurisdictions, including
Arizona, Florida, Maine, Nebraska, North Carolina, North Dakota, Oklahoma and
Vermont, shares of Common Stock offered under Investor's Choice to persons who
are not presently record holders of Common Stock are offered only through a
registered broker/dealer in those jurisdictions.
This prospectus contains a summary of the material provisions of the Plan
and should be retained for future reference.
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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.
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The date of this Prospectus is May 26, 1999.
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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 the
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 of 1933, as amended (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 they 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 (File No. 1-3187) with the
Commission are incorporated into this Prospectus by reference:
(1) the Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1998;
(2) the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1999;
(3) the Company's Current Report on Form 8-K dated January 26, 1999 and
filed with the Commission on February 1, 1999;
(4) the Company's Current Report on Form 8-K dated February 23, 1999 and
filed with the Commission on February 26, 1999; and
(5) the descriptions 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 29, 1997, and filed with the
Commission on July 30, 1997.
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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 shares of 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, on 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 or for additional information
regarding the Plan and its Administrator should be directed to the Investor
Services Department, Reliant Energy, Incorporated, 1111 Louisiana, Houston,
Texas 77002, telephone number (713) 207-3060 or (800) 231-6406.
THE COMPANY
Reliant Energy, together with various divisions and subsidiaries, including
Reliant Energy Resources Corp. ("Resources") (formerly NorAm Energy Corp.), is
a diversified international energy services company. Its Reliant Energy HL&P
division (formerly Houston Lighting & Power Company) provides electric utility
services to approximately 1.6 million customers in Houston, Texas and
surrounding areas on the Texas Gulf Coast. Its largest subsidiary, Resources,
is a natural gas utility serving over 2.8 million customers in Arkansas,
Louisiana, Minnesota, Mississippi, Oklahoma and Texas. Resources, 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 Reliant Energy
International, Inc. (formerly 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 Reliant Energy Power Generation, Inc. (formerly Houston
Industries Power Generation, Inc.), which participates in the acquisition,
development and operation of non-rate regulated power generation assets.
The Company 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 "1935 Act"), except with respect to the acquisition of certain
voting securities of other domestic public utility companies and utility
holding companies.
On May 5, 1999, the Company's shareholders approved a proposal to amend the
Company's Restated Articles of Incorporation to change its name from "Houston
Industries Incorporated" to "Reliant Energy, Incorporated."
The Company's executive offices are located at 1111 Louisiana, Houston,
Texas 77002 (telephone number (713) 207-3000).
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APPLICATION OF PROCEEDS
Since purchases of Common Stock under the Plan may be satisfied by any of
(i) the purchase of new shares of Common Stock issued by the Company, (ii) the
purchase of shares of Common Stock held in the Company's treasury or (iii) the
purchase of shares of Common Stock in the open market, the number of shares of
Common Stock, if any, that the Company ultimately will sell under Investor's
Choice is not known. If newly issued or treasury shares of Common Stock are
purchased by Participants under the Plan, the proceeds from such sales will be
used for general corporate purposes, including, without limitation, the
redemption, repayment or retirement of outstanding indebtedness of the Company
or the advance or contribution of funds to one or more of the Company's
subsidiaries to be used for their general corporate purposes, including,
without limitation, the redemption, repayment or retirement of indebtedness or
preferred stock of one or more of such subsidiaries. The Company will not
receive any proceeds when shares of Common Stock are purchased under the Plan
in the open market.
RELIANT ENERGY, INCORPORATED
INVESTOR'S CHOICE PLAN
Purpose
The purpose of Investor's Choice is to provide existing and potential
investors in the Company a convenient way to purchase shares of Common Stock
and to reinvest into Common Stock all or a portion of cash dividends and
interest payments on Eligible Securities.
Key Features of Investor's Choice
. Participation by First-Time Investors in the Company: First-time investors
in the Company may become Participants by making a minimum initial cash
investment of $250 to purchase Common Stock through the Plan.
. Participation by Holders of Eligible Securities: Current holders of
Eligible Securities may become Participants by (i) electing to have all or
a portion of the cash dividend and interest payments on their Eligible
Securities reinvested in Common Stock, (ii) depositing certificates
representing Common Stock into the Plan for safekeeping or (iii) making a
minimum cash investment of $50 to purchase Common Stock through the Plan.
. Additional Cash Investments: Participants may purchase Common Stock at any
time, occasionally or at regular intervals, through the Plan by making cash
investments of at least $50 for any single investment up to an aggregate of
cash investments of $120,000 per calendar year.
. Investment Through Automatic Deductions: Cash investments may be made
through automatic deductions from predesignated bank or savings accounts on
a regular monthly or quarterly basis.
. Reinvestment: Participants may reinvest all or a portion of the cash
dividend and interest payments on their Eligible Securities.
. Purchases in Whole Dollar Amounts: Participants can buy shares in whole
dollar amounts, and their accounts are credited with appropriate whole and
fractional shares.
. Sales: Participants may sell shares of Common Stock held in the Plan
directly through the Plan.
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. Frequent Purchases and Sales: Purchase and sale orders will be processed at
least once every five business days, and as often as every business day,
when practicable.
. Investment Retirement Accounts: Participants may maintain an Individual
Retirement Account ("IRA") through the Plan.
. Automatic Deposit of Dividends: Participants may receive Common Stock cash
dividends, not reinvested through the Plan, either by check or through
automatic deposit to their bank account.
. Safekeeping Service: Participants may deposit their Common Stock
certificates into their Plan account and receive regular statements showing
cumulative account activity.
. Transfers of Common Stock: Participants may transfer shares of Common Stock
credited to their Plan account to the account of another Participant or
transfer shares to any designated Person or entity, without charge. Holiday
and all occasion gift cards will be provided without charge to accompany
gifts.
. Account Statements: Quarterly statements will be mailed to each Participant
showing all transactions completed during the year to date, total number of
shares of Common Stock credited to the Participant's account and other
relevant account information.
. Stock Certificates: A Participant may receive a stock certificate
representing all or a portion of the shares of Common Stock in the
Participant's account at any time upon request.
Plan Summary
The following summary of the Investor's Choice Plan is not a complete
description of all terms and provisions of the Plan. The summary is qualified
in its entirety by reference to all of the terms and provisions of the Plan.
For more details, see a copy of the Plan, which is filed as an exhibit to the
Registration Statement.
Administration
Administration of the Plan is conducted by the individual (who may be an
employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
Investor's Choice (the "Administrator"). As of the date of this Prospectus,
the Company is the Administrator. The Administrator administers the Plan,
receives cash from Participants, holds Participants' shares of Common Stock
acquired under the Plan, keeps records, sends statements of account activity
to Participants and performs other duties related to the Plan. The
Administrator will forward funds that are to be used to purchase shares, and
orders to sell shares, in the open market to an agent selected by the Company
(an "Independent Agent") that is an "agent independent of the issuer," as that
term is defined under the Exchange Act. The Company reserves the right to
continue serving as the Administrator or appoint another qualified person or
entity to serve in that capacity.
Additionally, as discussed below under "Individual Retirement Account,"
First Trust Corporation has been appointed by the Company to act as the
Trustee for Investor's Choice Individual Retirement Accounts (the "IRA
Trustee"). The IRA Trustee maintains all investment records, provides
quarterly reports to each IRA Participant (as defined below) and makes all
Internal Revenue Service reports to each IRA Participant.
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Participants may contact the Administrator or the IRA Trustee by writing,
telephoning or sending facsimiles to:
THE ADMINISTRATOR:
Reliant Energy, Incorporated
Investor Services Department
P. O. Box 4505
Houston, TX 77210
Telephone toll-free (business days from 8:00 a.m. to 5:00 p.m., Central
Time):
(800) 231-6406 nationally
(713) 207-3060 in Houston
Facsimile: (713) 207-3169
THE IRA TRUSTEE:
First Trust Corporation
P.O. Box 173301
Denver, CO 80217-3301
Telephone toll-free (business days from 8:00 a.m. to 5:00 p.m.,
Mountain Time):
(800) 863-2608
Eligibility
Any person or entity, whether or not a record holder of Common Stock, is
eligible to participate in Investor's Choice, provided that (i) the person or
entity fulfills the requirements of participation described below under
"Enrollment Procedures" and (ii), in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate local laws applicable to the Company, the Plan
and the Participant.
Enrollment Procedures
After being furnished with a copy of this Prospectus, eligible applicants
may join Investor's Choice by returning a completed and signed Enrollment Form
to the Administrator and (i) making an initial cash investment in the Plan to
purchase Common Stock of at least $250 (for applicants who are not registered
holders of Eligible Securities) or $50 (for applicants who are registered
holders of Eligible Securities), (ii) electing to have all or a part of cash
dividends or interest payments on Eligible Securities reinvested into Common
Stock or (iii) depositing certificates representing shares of Common Stock
into the Plan for safekeeping. Applicants may obtain Enrollment Forms from the
Administrator upon written, facsimile or telephone request. Current registered
holders of Eligible Securities should sign their name(s) on the Enrollment
Form exactly as they appear on the certificates or instruments representing
their Eligible Securities.
A beneficial owner of Eligible Securities registered in street name (i.e.,
the name of a bank, broker or trustee) may participate in Investor's Choice by
(i) directing the financial intermediary to transfer Eligible Securities into
the Participant's name and (ii) depositing transferred shares of Common Stock
into the Plan for safekeeping and/or electing to reinvest cash dividends or
interest payments on transferred Eligible Securities in Common Stock through
the Plan. Alternatively, the beneficial owner may make arrangements with the
financial intermediary who is the registered holder to participate in
Investor's Choice on behalf of the beneficial owner.
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An eligible applicant will become a Participant as soon as practicable after
the Administrator has received and accepted a properly completed Enrollment
Form.
Eligible Securities
The following equity and debt securities of the Company are Eligible
Securities for participation in Investor's Choice:
. Common Stock
. Debentures, 9 3/8% Series due June 1, 2001
. Debentures, 7 7/8% Series due July 1, 2002
. $4 Preferred Stock
. First Mortgage Bonds, 9.15% Series due 2021
. First Mortgage Bonds, 8 3/4% Series due 2022
. First Mortgage Bonds, 7 3/4% Series due 2023
. First Mortgage Bonds, 7 1/2% Series due 2023
In addition, the Company from time to time may designate other equity or
debt securities of the Company and its subsidiaries as Eligible Securities.
Initial and Additional Cash Investments
Interested investors, whether or not registered holders of Eligible
Securities, may become Participants by making an investment through the Plan
as described herein. To become a Participant through a cash investment, an
applicant who is not a registered holder of Eligible Securities must include a
minimum initial cash investment of at least $250 with a completed Enrollment
Form, while an applicant who is a registered holder of Eligible Securities
must include a minimum initial cash investment of at least $50 with a
completed Enrollment Form. Additional cash investments, which Participants may
make at their discretion, must be at least $50 for any single investment;
however, cash investments in the aggregate (including both initial and
additional cash investments) may not exceed $120,000 per account per calendar
year. Cash investments may be paid by check or through automatic investing as
described below under "Cash Investment Procedures."
The Administrator will invest cash investments in Common Stock beginning on
the next Investment Date that is at least one business day after the
Administrator receives the funds and instructions. Cash investment funds,
pending investment, will be credited to a Participant's account and held in a
trust account which is separated from other funds of the Company. Cash
investments not invested for a Participant within 30 days of receipt will be
promptly returned to the Participant. NO INTEREST WILL BE PAID ON AMOUNTS HELD
BY THE ADMINISTRATOR PENDING INVESTMENT.
A registered holder of Eligible Securities may invest in Common Stock the
cash payable, including accrued interest and premium, if any, as a result of
the redemption, tender or maturity of Eligible Securities by delivering to the
Administrator an executed Enrollment Form designating such funds for
investment. Such funds will be treated as additional cash investments for
purposes of determining whether the maximum annual limit of $120,000 per year
has been reached.
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The Administrator will return to a Participant any cash investment that has
not already been invested if it receives the Participant's request to stop
investment at least two business days prior to the applicable Investment Date.
However, no refund of a check or money order will be made until funds have
been collected by the Administrator. Accordingly, such refunds may take up to
three weeks or more to be remitted.
Cash Investment Procedures
Cash Investments may be made by check or automatic deduction from
predesignated bank accounts, as described below. Participants should NEVER
SEND CASH for an investment.
Check Investment. Cash investments may be made by personal check or money
order payable in U.S. dollars to Reliant Energy, Incorporated Investor's
Choice Plan and mailed to the Administrator. Initial cash investments should
be accompanied by Enrollment Forms while additional cash investments should be
accompanied by the stub attached to each statement of account or transaction
advice sent to Participants.
Automatic Investing. Investor's Choice Participants may make automatic
monthly or quarterly investments of a specified amount (not less than $50 per
purchase nor more than $120,000 per calendar year) by electronic automatic
transfer of funds from a predesignated bank account.
To initiate automatic deductions, a Participant must execute an automatic
investing form (available from the Administrator) and return it to the
Administrator, along with a voided check or deposit slip on the bank account
from which funds are to be drawn. If investment every month is chosen,
automatic investing will begin on or about the 10th of each month
approximately 30 days after receipt of the authorization form. If quarterly
investment is chosen, investments will begin on or about the 10th of each
March, June, September and December. In either case, automatic investing
deductions will be made two business days before the Investment Date. A
PARTICIPANT WILL BE CHARGED A RETURNED CHECK FEE BY THE BANK IF THE DESIGNATED
BANK OR SAVINGS ACCOUNT DOES NOT HAVE SUFFICIENT FUNDS TO COVER THE AUTHORIZED
DEDUCTION.
Participants may change the amount of their automatic investment by
notifying the Administrator in writing or by facsimile of the new amount. The
change will take place approximately two weeks after the notice is received.
Similarly, a Participant may cancel automatic investing by instructing the
Administrator in writing or by facsimile. The cancellation will be effective
approximately two weeks after the notice is received. To change a designated
bank account, a Participant must notify the Administrator in writing at least
30 days before the change is to take effect and supply a voided check or
deposit slip for the new account.
All cash investments are subject to collection by the Administrator for full
face value in U.S. funds. The method of delivery of any cash investment is at
the election and risk of the investor and will be deemed received when
actually received by the Administrator. If the delivery is by mail, it is
recommended that the investor use properly insured, registered mail with
return receipt requested, and that the mailing be made sufficiently in advance
of the appropriate Investment Date.
Investment Dates
The Plan's "Investment Dates" occur at least once every five business days;
however, purchases will be made every business day when deemed practicable by
the Administrator. A Participant's cash investment will generally be invested
within five business days of receipt. For exceptions under certain
circumstances involving open market purchases, see "Source and Price of
Shares" below.
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Dividend and Interest Payment Options
Investor's Choice offers Participants the option of reinvesting cash
dividends and interest payments paid on their Eligible Securities in Common
Stock. With respect to cash dividends on Common Stock for which reinvestment
is not elected, Investor's Choice offers the option of direct deposit or check
payment, as described below.
Reinvestment of Cash Dividends and Interest Payments. Participants may elect
to reinvest all or part of the cash dividends and interest payments on
Eligible Securities registered in their names by making such election on their
initial Enrollment Form or by delivering written or facsimile instructions to
the Administrator. Participants electing partial reinvestment of cash
dividends and interest payments must designate the specific security or
securities for which partial reinvestment is desired and the number of whole
shares or the whole dollar amount they want to be reinvested. The amount
reinvested will be reduced by any amount required to be withheld under any
applicable tax or other statutes. Cash dividends and interest payments not
being reinvested will be sent to the Participant by direct deposit or check,
as appropriate.
A Participant may change reinvestment amounts and the Eligible Securities on
which cash dividend or interest payments are reinvested from time to time by
delivering a new Enrollment Form or written or facsimile instructions to the
Administrator. To be effective for a particular payment, the Administrator
must receive instructions of such change on or before the record date of the
dividend or interest payment. Record dates are usually the 15th of the month
preceding a payment date. The record date for Common Stock dividends is
usually the 15th of each February, May, August and November.
Dividends and interest payments will be invested beginning either on the
date of payment, if the payment date is an Investment Date, or on the first
Investment Date following payment. Dividend and interest payments not invested
within 30 days of receipt will be returned promptly to the Participant. Funds
pending investment will be credited to a Participant's account and held in a
trust account which will be separated from any other funds or monies of the
Company. NO INTEREST WILL BE PAID ON FUNDS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.
Direct Deposit of Dividends on Common Stock. Through the Plan's direct
deposit feature, a Participant may elect to have any cash dividends on Common
Stock automatically deposited into a designated bank or savings account. Such
cash dividends will be deposited on the dividend payment date. Participants
who wish to have dividends automatically deposited must execute a direct
deposit authorization form (available from the Administrator) and send it to
the Administrator along with a voided check or deposit slip for the designated
bank account.
Direct deposit authorization must be received by the Administrator at least
30 days before an applicable Common Stock dividend payment date to be
effective for that payment date. Participants can cancel direct deposit of
dividends by notifying the Administrator in writing or by facsimile. In order
to be effective for an applicable dividend payment date, the Administrator
must receive the cancellation notice at least 30 days before that dividend
payment date. To change a designated bank account for direct deposit of
dividends, the Administrator must receive written notice, accompanied by a
voided check or deposit slip for the new bank account, at least 30 days before
an applicable dividend payment date.
Check Payments of Dividends and Interest Payments. Cash dividends and
interest payments on Eligible Securities not designated for reinvestment or
direct deposit will be paid by check to the Participant. A check for
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the amount of funds payable will be sent through the mail so that it will
reach the Participant as close as possible to the dividend or interest payment
date.
Source and Price of Shares
To fulfill Plan requirements, shares of Common Stock will be, at the
Company's discretion, purchased either directly from the Company (in which
case shares will be either authorized but unissued shares or shares held in
the treasury of the Company) or on the open market by an Independent Agent.
The purchases of Common Stock are subject to such terms and conditions,
including price and delivery, as the Administrator may accept.
Purchases from the Company. The price of Common Stock purchased from the
Company, either authorized but unissued shares or shares held in the treasury
of the Company, will be the average of the high and low sales prices of the
Common Stock reported on the New York Stock Exchange Composite Tape as
published in The Wall Street Journal for the trading day immediately preceding
the relevant Investment Date, and the purchase will be made on the Investment
Date. In the event no trading is reported for the trading day, the purchase
price may be determined by the Company on the basis of market quotations it
deems appropriate. No brokerage fee will be charged on shares acquired
directly from the Company.
Open Market Purchases and Sales. The price of Common Stock purchased or sold
on the open market will be the weighted average price (increased for brokerage
fees and commissions, any related service charges and applicable taxes) of all
shares purchased or sold, as the case may be, through the Plan for the
Investment Date. As of the date of this Prospectus, brokerage fees and
commission and related service charges are not expected to exceed ten cents
per share.
Purchases and sales of Common Stock on the open market will be made by an
Independent Agent beginning on the relevant Investment Date and will be
completed not later than five days after such date, except where completion at
a later date is necessary or advisable under any applicable laws or
regulations. Funds not invested within 30 days of receipt will be returned
promptly to Participants. Purchases and sales may be made on any securities
exchange where shares of Common Stock are traded, in the over-the-counter
market, or by negotiated transactions, and may be subject to such terms and
conditions regarding price, delivery and other terms as agreed to by the
Administrator. The Independent Agent will have sole authority to direct the
time or price at which shares may be purchased or sold, the markets on which
the shares are to be purchased or sold, and the selection of the broker or
dealer (other than the Independent Agent) through or from whom purchases or
sales are to be made.
The Independent Agent may commingle each Participant's funds with those of
other Participants for the purchases and sales of Common Stock but will hold
such funds at all times in a separate trust account apart from the funds of
the Company.
The number of shares (including any fraction of a share rounded to three
decimal places) of Common Stock credited to a Participant's account for a
particular Investment Date will be determined by dividing the total amount of
cash dividends, interest payments and/or cash investments to be invested for
the Participant on the Investment Date by the relevant purchase price per
share. Dividend and voting rights will commence upon settlement, whether
shares are purchased from the Company or on the open market.
Safekeeping Service
Participants may use the Plan's free safekeeping service at any time.
Participants may deposit Common Stock into the Plan by delivering the stock
certificates without endorsement to the Administrator. Shares
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deposited in the Plan for safekeeping will be transferred into the name of the
Administrator or its nominee and credited to the Participant's account under
the Plan. Thereafter, such shares will be treated in the same manner as shares
purchased through the Plan. By using the Plan's safekeeping service,
Participants no longer bear the risk of loss, theft or destruction of the
certificates. Also, because shares deposited for safekeeping are treated in
the same manner as shares purchased through the Plan, they may be efficiently
and economically transferred or sold if the Participant desires.
Sale of Common Stock
Participants may request the Administrator to sell any number of whole
shares held in their accounts at any time by written, telephone or facsimile
instructions. As soon as practicable after receipt of the request, but within
five business days, the Administrator will instruct the Independent Agent to
sell the shares, and the Independent Agent will sell the shares as soon as
practicable thereafter. Proceeds of the sale, less applicable brokerage fees
and commissions and service charges (as of the date of this Prospectus less
than ten cents per share) and any applicable taxes, will be sent to the
Participant within five business days after the sale has been completed by the
Independent Agent. The sales price will be determined in the same way as the
price for shares of Common Stock purchased for Participants on the open
market. See "Source and Price of Shares" above for explanation.
If the Administrator receives a request to sell shares (on which dividends
are not being reinvested) between the record date and the dividend payment
date, the sale will be made within five days after receipt of the request and
the proceeds from the sale will be sent to the Participant. Cash dividends
will be paid in the usual manner on the dividend payment date.
If the Administrator receives a request to sell shares (on which all or a
portion of the dividends is being reinvested) between the record date and the
dividend payment date, the dividends on those shares will be reinvested on the
Investment Date and newly purchased shares will be credited to the
Participant's account. If the request for sale does not include all shares in
the Participant's account, the number of shares requested will be sold within
five days after receipt of the request and the proceeds from the sale will be
sent to the Participant. Newly purchased shares will be retained in the
Participant's account after the Investment Date. If the request for sale
covers all shares in the Participant's account, the sale will be delayed until
after the dividend payment date and all shares, including newly acquired
shares, will be sold within five days after the Investment Date and the
proceeds from the sale will be sent to the Participant.
Withdrawal, Transfers and Gifts of Common Stock
Withdrawals and Transfers Outside the Plan. A Participant may withdraw
shares of Common Stock credited to the Participant's Plan account so long as
the Participant will continue to be the record holder after withdrawal, by
instructing the Administrator in writing, by telephone or by facsimile or if
the Participant will not be the record holder after withdrawal, by delivering
written instructions, specifying the recipient's name, address, Social
Security number and telephone number and a stock assignment (stock power),
with the Participant's signature guaranteed by a member of the Medallion
Signature Guarantee program (a participating broker, bank, savings and loan
association, etc.). If shares are to be sent to a broker, the Participant must
provide in writing the number of whole shares to be transferred, the broker's
name, business name, address, telephone number and the brokerage account
number, if applicable. Certificates representing whole shares withdrawn from
the Plan will be mailed to the Participant or designated recipient within two
business days of receipt of a properly documented request. Withdrawal of
shares of Common Stock does not affect reinvestment of cash dividends on the
shares withdrawn unless (i) the Participant is no longer the record holder of
such shares, (ii) the reinvestment is specifically discontinued by the
Participant or (iii) the Participant terminates participation in the Plan.
11
<PAGE>
If the Administrator receives a request to withdraw shares on which
dividends are not reinvested, between the record date and the dividend payment
date, the withdrawal will be made within five days after receipt of the
request and dividends will be paid to the Participant holding the shares prior
to the withdrawal, in the usual manner, on the dividend payment date.
If the Administrator receives a request to withdraw shares on which all or a
portion of the dividends is reinvested, between the record date and the
dividend payment date, the dividends on those shares will be reinvested on the
Investment Date and newly purchased shares will be credited to the
Participant's account. If the request for withdrawal does not include all
shares in the Participant's account, the number of shares requested will be
withdrawn within two business days after receipt of the request and sent to
the designated recipient. Newly purchased shares will be retained in the
account of the Participant making the request. If the request for withdrawal
covers all shares in the Participant's account, the withdrawal will be delayed
until after the dividend payment date and all shares, including newly acquired
shares, will be withdrawn within two business days after the Investment Date.
All shares in the Participant's account will be sent to the designated
recipient.
Gifts and Transfers of Common Stock Within the Plan. If a Participant wishes
to transfer all or a part of the Participant's shares to a Plan account for
another person, whether by gift, private sale or otherwise, the Participant
may effect the transfer by giving transfer instructions, in writing, to the
Administrator. Transfers of less than all of the shares in the Participant's
account must be made in whole share amounts. Requests for such transfers are
subject to the same requirements applicable to transfers of Common Stock
generally, including the requirement of an executed stock power with a
Medallion Signature Guarantee. The transfer will be effected as soon as
practicable following the Administrator's receipt of the required
documentation. Gifts and transfers within the Plan are subject to the same
provisions as described above under "Withdrawals and Transfers Outside the
Plan."
Shares transferred within the Plan will continue to be held by the
Administrator under the Plan. If the transferee is not already a Participant,
a Plan account will be opened in the name of the transferee, and the
transferee will automatically receive an Enrollment Form to elect any
applicable services offered through Investor's Choice. Until the transferee
elects otherwise or the transferor specifically requests that the new account
be enrolled in one or more of the Plan's options, such as dividend
reinvestment, the transferee account will be treated as having elected only to
have shares held in safekeeping under the Plan. If the transferee is already a
Participant, the shares transferred will be treated as other shares already in
the account of the transferee with respect to Plan options.
As a result of the transfer, the transferor and the transferee will receive
a statement confirming the transaction. The transferor may request that a
holiday or all occasion gift certificate be provided, either to the transferor
for personal delivery to the transferee or directly to the transferee, in
connection with a transfer.
Reinvestment of Dividends on Remaining Shares
When a Participant sells, withdraws or transfers a portion of the shares
credited to the Participant's account, the number of shares credited to the
account is reduced. For a Participant who is reinvesting cash dividends paid
on only a portion of the shares credited to the Participant's account, unless
the Participant gives specific instructions to the contrary, the reduction
will first be made to the number of shares for which reinvestment has not been
elected before it is made to the number of shares for which reinvestment has
been elected. Accordingly, after the sale, withdrawal or transfer,
reinvestment of cash dividends will continue on the remaining shares credited
to the Participant's account up to the number of shares designated for
reinvestment prior to the sale,
12
<PAGE>
withdrawal or transfer. For example, if a Participant who had elected to have
cash dividends reinvested on 50 shares of a total of 100 shares credited to
the Participant's account elected to sell, withdraw or transfer 25 shares,
cash dividends on 50 shares of the remaining 75 shares credited to the account
would be reinvested through the Plan. If instead the Participant elected to
sell, withdraw or transfer 75 shares, cash dividends on the remaining 25
shares credited to the account would be reinvested through the Plan.
Individual Retirement Account
Investor's Choice offers Participants and interested investors an
opportunity to establish a self-directed IRA which specifically allows for the
reinvestment of cash dividends paid on Common Stock. The Investor's Choice IRA
is offered only to Participants and investors who reside in the United States
or its possessions or territories.
In order to purchase shares through an IRA under the Plan, a Participant
must execute an IRA Application Form and send it, together with an initial
contribution, to the IRA Trustee. A minimum $1,000 initial purchase of Common
Stock or a rollover or transfer of Common Stock from another IRA or qualified
business retirement plan is required. The IRA Trustee will invest cash
contributions of the IRA, when instructed, into shares of Common Stock under
the Plan; however, the investment of IRA funds will not count against a
Participant's $120,000 maximum annual Plan investment limit.
In addition to the minimum enrollment and other Investor's Choice
requirements, the IRA must comply with the IRA Trust Agreement and regulations
governing IRAs under federal tax laws.
Self-Direction. Each IRA Participant is allowed to make investment decisions
with respect to the type and amount of investment in an IRA account. An IRA
Participant may invest in Common Stock only or in Common Stock and other
securities and assets, such as common stock of other corporations, mutual
funds or other Value Plus IRA-eligible (or administratively feasible) assets.
However, in order to participate through Investor's Choice, an IRA Participant
must either maintain a portion of IRA assets in Common Stock and reinvest 100%
of cash dividends on such stock into additional shares of Common Stock or make
annual cash contributions for the purchase of Common Stock.
Trustee. Each IRA account is required by law to have a trustee. The Company
has selected First Trust Corporation in Denver, Colorado to act as the IRA
Trustee for IRAs investing in Investor's Choice. First Trust is the largest
independent trust company for self-directed IRAs in the U.S. It allows
dividend reinvestment plans as "administratively feasible" investments for
"self-directed" Value Plus Individual Retirement Accounts. First Trust
Corporation and the Company are not affiliated or agents of one another, but
have entered into a working relationship solely to assist investors that
desire to use Investor's Choice in conjunction with a self-directed IRA. With
respect to IRAs established under the Plan, the IRA Trustee, rather than the
investors establishing the IRAs (the "IRA Participants"), will be the
Investor's Choice Participant. Accordingly, all communications with the
Company regarding the IRAs will be conducted by the IRA Trustee, who will
receive the statements of accounts and other written confirmations from the
Administrator and will send instructions, such as sale, transfer and
withdrawal requests, to the Administrator on behalf of the IRAs. As described
below, the IRA Trustee will, in turn, be responsible for maintaining all
records and providing reports to each IRA Participant.
Administration and Consolidated Reporting. The IRA Trustee maintains all
IRA-related investment records, provides quarterly reports to each IRA
Participant consolidating all IRA assets and activities, including Common
Stock, into one convenient report and prepares and files any necessary
Internal Revenue Service reporting. The IRA Trustee maintains a full-time
customer service staff to answer IRA-related questions and accept investment
13
<PAGE>
instructions from IRA Participants. As IRA Trustee for self-directed
Investor's Choice IRAs, First Trust does not comment on the investment merits
of any IRA asset.
Costs. The Company charges no fees to establish an IRA under Investor's
Choice. However, the IRA Trustee may charge fees for its plan maintenance and
administration. First Trust does not charge to establish a Value Plus IRA but
does charge $29 as an annual fee for maintenance of IRA accounts with balances
under $10,000. There is no annual maintenance fee for Value Plus customers
with account balances over $10,000. First Trust also does not charge
transaction fees for reinvesting dividends on Common Stock held in the IRA
account.
The relationship between the IRA Participant and the IRA Trustee will be
governed by standing instructions and other agreements between the IRA
Participant and the IRA Trustee and will not be the responsibility of the
Plan, the Administrator or the Company. Neither the Plan, the Administrator
nor the Company will be liable for any of the IRA Trustee's acts or omissions
relating to an IRA Participant's account.
Reports to Participants
Each Investor's Choice Participant will receive a quarterly statement of
year-to-date activity showing the amount invested, purchase price, the number
of shares purchased, deposited, sold, transferred and withdrawn, total shares
accumulated and other information. The Administrator will also send each
Participant a confirmation promptly after each cash investment, deposit, sale,
withdrawal or transfer. Dividend and interest reinvestments will not be
individually confirmed, but rather will appear on the quarterly statement.
Participants should retain statements and confirmations in their permanent
records to establish the cost basis of shares purchased under the Plan for
income tax and other purposes.
Each Participant will receive copies of all communications sent to holders
of Common Stock, including the Company's annual report to shareholders, notice
of the annual meeting, proxy statement and form of proxy, as well as federal
tax reporting statements, if applicable, for reporting taxable income received
from the Company.
All payments, notices, statements and reports will be sent to the
Participant's address on the Administrator's records; therefore, it is
imperative that Participants promptly notify the Administrator of any change
of address.
Certificates for Shares
Shares of Common Stock purchased under, or deposited for safekeeping into,
the Plan and credited to Participants' accounts will be held in an automated
electronic record keeping system by the Administrator in its name or the name
of its nominee, as custodian. The number of shares, including fractional
shares, held for each Participant will be shown on each statement of account.
Participants may obtain a certificate for all or part of the whole shares
held in their accounts at any time upon a written, telephone or facsimile
request to the Administrator. Requested certificates will be mailed, free of
charge, to the Participant within two business days after receipt of the
request by the Administrator. Any remaining whole or fractional shares will
continue to be held in the Participant's account by the Administrator.
Shares held in a Participant's account cannot be pledged or assigned. A
Participant who wishes to pledge or assign any such shares must request that
they be withdrawn and issued to the Participant in certificate form.
Certificates for fractional shares of Common Stock will not be issued under
any circumstances.
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<PAGE>
Termination of Participation
A Participant may terminate participation in the Plan at any time by
notifying the Administrator in writing, by telephone or by facsimile. As soon
as practicable after receipt of notification, the Administrator will mail the
Participant (i) a certificate for all of the whole shares credited to the
Participant's account, (ii) any dividends, interest payments and cash
investments credited to the Participant's account and (iii) a check for the
cash value of any fraction of a share of Common Stock credited to the
Participant's account. Such fraction of a share shall be valued at the average
of the high and low sales prices of the Common Stock reported on the New York
Stock Exchange Composite Tape as published in The Wall Street Journal for the
trading day preceding the date of termination.
Costs
The Company will pay all administrative costs and expenses of the Plan.
PARTICIPANTS WILL BEAR THE COST OF BROKERAGE FEES AND COMMISSIONS, RELATED
SERVICE CHARGES AND ANY APPLICABLE TAXES INCURRED ON ALL PURCHASES AND SALES
OF COMMON STOCK ON THE OPEN MARKET. Such costs will be included as adjustments
to the purchase and sale prices. As of the date of this Prospectus, the
purchases of shares are occurring on the open market, and the brokerage fees
and commissions and related service charges are not expected to exceed ten
cents per share. There will be no brokerage fees and commissions or related
services charges for shares of Common Stock purchased directly from the
Company.
Federal Income Tax Consequences
THE FOLLOWING IS A SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATING IN INVESTOR'S CHOICE. TAX CONSEQUENCES WILL VARY AMONG
PARTICIPANTS DEPENDING UPON INDIVIDUAL CIRCUMSTANCES AND STATE, LOCAL AND
FOREIGN LAWS; THEREFORE, EACH PARTICIPANT SHOULD CONSULT A TAX ADVISOR AS TO
THE TAX CONSEQUENCES AS A RESULT OF PARTICIPATING IN THE PLAN.
A Participant will be required to include as income for federal income tax
purposes the gross amount of all dividends and interest payments (including
any original issue discount) on Eligible Securities reinvested in Common Stock
as though such dividends and interest payments were received by the
Participant in cash. A Participant's cost basis for shares of Common Stock
acquired under the Plan, in general, will be equal to the cash value of
dividends and interest payments attributable to the purchase of the shares
(adjusted for brokerage commissions and fees, services charges and applicable
taxes, if any). A Participant's cost basis in shares purchased with cash
investments will be the cost of the shares plus any allocable brokerage
commissions or fees, service charges and applicable taxes.
Shares of Common Stock purchased under the Plan will have a holding period
beginning on the day after the shares are allocated to the Participant's
account. A Participant will not realize any taxable income as a result of
receiving certificates for whole shares credited to an account under the Plan.
Gain or loss will be recognized by the Participant as a result of the sale of
such whole shares and upon the sale of any fractional shares credited to the
Participant's account under the Plan.
Under Internal Revenue Service backup withholding regulations, dividends and
interest payments to be reinvested under the Plan may be subject to the
withholding tax generally applicable to dividends and interest payments unless
the Participant provides the Administrator with the Participant's taxpayer
identification number
15
<PAGE>
(in the case of individual taxpayers the taxpayer identification number is the
Participant's Social Security number). Any amount so withheld will not be
reinvested under the Plan. The withheld amount will be treated as taxable
income received by the Participant and will be reflected on Forms 1099-DIV and
1099-INT mailed annually to all Company investors, including Plan
Participants.
Stock Splits, Stock Dividends and Rights Offerings
Any shares or other noncash distributions, including stock splits, stock
dividends, combinations, recapitalizations and similar events affecting the
Common Stock, will be credited to a Participant's account on a pro rata basis.
In the event of a rights offering, a Participant will receive rights based
upon the total number of whole shares of Common Stock credited to the
Participant's account.
Voting of Proxies
Participants have the exclusive right to vote all whole shares credited to
their Plan accounts, either in person or by proxy, at any annual or special
meeting of shareholders. Fractions of shares cannot be voted. The
Administrator will forward all shareholder materials relating to shares
credited to a Participant's account to the Participant.
Limitation of Liability
None of the Company, the Administrator or any Independent Agent will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising from failure to
terminate a Participant's account upon the Participant's death prior to
receipt of notice in writing of such death, or with respect to the prices or
times at which shares of Common Stock are purchased or sold for Participants,
or fluctuations in the market value of Common Stock.
Interpretation and Regulation of Investor's Choice
The officers of the Company are authorized to take such actions to carry out
Investor's Choice as may be consistent with the Plan's terms and conditions.
The Company reserves the right to interpret and regulate the Plan as the
Company deems desirable or necessary in connection with the Plan's operations.
Change or Termination of the Plan
The Company may suspend, modify or terminate Investor's Choice at any time,
in whole, in part or in respect of Participants in one or more jurisdictions,
without the approval of Participants. Notice of such suspension, modification
or termination will be sent to all affected Participants. Upon any whole or
partial termination of Investor's Choice by the Company, each affected
Participant will receive (i) a certificate for all of the whole shares
credited to the Participant's account, (ii) any dividends, interest payments
and cash investments credited to the Participant's account and (iii) a check
for the cash value of any fraction of a share of Common Stock credited to the
Participant's account. Such fraction of a share shall be valued at the average
of the high and low sales prices of the Common Stock reported on the New York
Stock Exchange Composite Tape as published in The Wall Street Journal for the
trading day preceding the date of termination.
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<PAGE>
Termination of Participation by the Company
If a Participant does not have at least one whole share of Common Stock
registered in the Participant's name or credited to the Participant's account
or does not own any Eligible Securities for which cash dividends or interest
payments are designated for reinvestment under the Plan, the Participant's
participation in the Plan may be terminated by the Company upon written
notice. Additionally, the Company may terminate any Participant's
participation in the Plan after written notice mailed in advance to the
Participant's address appearing on the records of the Administrator. A
Participant whose participation has been terminated will receive (i) a
certificate for all of the whole shares credited to the Participant's account,
(ii) any dividends, interest payments and cash investments credited to the
Participant's account and (iii) a check for the cash value of any fraction of
a share of Common Stock credited to the Participant's account. Such fraction
of a share shall be valued at the average of the high and low sales prices of
the Common Stock reported on the New York Stock Exchange Composite Tape as
published in The Wall Street Journal for the trading day preceding the date of
termination.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the Plan, the
terms of which provide for the purchase of shares of Common Stock, either
newly issued shares or shares held in the treasury of the Company, directly
from the Company, or, at the Company's option, by an Independent Agent on the
open market. As of the date of this Prospectus, shares of Common Stock
purchased for Participants under the Plan are being purchased in the open
market by an Independent Agent. The Plan provides that the Company may not
change its determination regarding the source of purchases of shares more than
once in any three-month period. The primary consideration in determining the
source of shares to be used for purchases under the Plan is expected to be the
Company's need to increase equity capital. If the Company does not need to
raise funds externally or if financing needs are satisfied using non-equity
sources of funds to maintain the Company's targeted capital structure, shares
of Common Stock purchased for Participants will be purchased in the open
market, subject to the limitation on changing the source of shares of Common
Stock.
The Company will pay all administrative costs and expenses associated with
Investor's Choice. Participants will bear the cost of brokerage commissions
and fees, related service charges and any applicable taxes incurred on all
purchases and sales made in the open market. Such costs will be included as
adjustments to purchase and sales prices. As of the date of this Prospectus,
such brokerage fees and commissions and related service charges are not
expected to exceed ten cents per share. There will be no brokerage fees and
commissions or related service charges for shares of Common Stock purchased
directly from the Company.
DESCRIPTION OF CAPITAL 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 700,000 shares have been designated by the Board of Directors of the
Company as Series A Preference Stock ("Series A Preference Stock"), 27,000
shares have been designated by the Board of Directors of the Company as Series
B Preference Stock ("Series B Preference Stock") and 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
17
<PAGE>
Prospectus. See "Incorporation of Certain Documents by Reference" for
information on how to obtain a copy of these descriptions. At May 7, 1999,
there were 296,330,151 shares of Common Stock, 97,397 shares of $4 Preferred
Stock, no shares of Series A Preference Stock or Series C Preference Stock,
and 17,000 shares of Series B Preference Stock issued and outstanding.
EXPERTS
The consolidated financial statements of the Company incorporated in this
prospectus by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1998 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein
by reference, and have 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.
18
<PAGE>
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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 or
of the Plan 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
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Application of Proceeds.................................................... 4
Reliant Energy, Incorporated Investor's Choice Plan........................ 4
Plan of Distribution....................................................... 17
Description of Capital Stock............................................... 17
Experts.................................................................... 18
Legal Opinions............................................................. 18
</TABLE>
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RELIANT ENERGY,
INCORPORATED
5,000,000 Shares
Common Stock
(without par value)
----------------
PROSPECTUS
----------------
INVESTOR'S
CHOICE
PLAN
May 26, 1999
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