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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
NorAm Energy Corp.
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(Exact name of registrant as specified in its charter)
Delaware 72-0120530
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(State of incorporation or organization) (I.R.S. employer
identification no.)
1600 Smith Street, 32nd Floor
Houston, Texas 77002
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(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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6% Convertible Subordinated
Debentures due 2012 New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities of the registrant, NorAm
Energy Corp. (the "Company"), to be registered hereunder is incorporated by
reference to the information set forth under the heading "Description of
Debentures" contained in the Prospectus included in the Company's Registration
Statement on Form S-3 (File No. 33-12096) as filed with the Securities and
Exchange Commission under the Securities Act of 1933, on February 19, 1987 and
amended thereafter, except that the subsections entitled "--Outstanding Debt
Securities" and "--Subordination" are deleted and replaced in their entirety
with the following:
OUTSTANDING DEBT SECURITIES
The Company has, pursuant to an Indenture dated as of December 1, 1986
(the "1986 Indenture") and an Indenture dated as of April 15, 1990 (the "1990
Indenture"), outstanding an aggregate of $342.4 million principal amount of
medium-term notes due through 2001 with a weighted average rate of 8.99%,
$225.0 million principal amount of 9.875% Notes due 1997, $200.0 million
principal amount of 8.875% Notes due 1999, $200.0 million principal amount of 7
1/2% Notes due 2000, $145.1 million principal amount of 8.90% Notes due 2006,
$109.1 million principal amount of 9.875% Notes due 2018, and $144.2 million
principal amount of 10% Notes due 2019 (collectively, the "Notes"). Although
the 1986 Indenture and the 1990 Indenture do not create a lien on the
properties of the Company, the Notes will constitute Senior Indebtedness for
purposes of the Indenture. Consequently, payment of the Debentures will be
subordinated to the payment of the Notes and all other outstanding Senior
Indebtedness. The 1986 Indenture and the 1990 Indenture have been filed as
exhibits to this Registration Statement and the above descriptions are
qualified in their entirety by reference to the 1986 Indenture and the 1990
Indenture. See "Subordination" below.
SUBORDINATION
The payment of principal of (and premium, if any, on) sinking fund
requirements for and interest on, the Debentures will be subordinated in right
of payment to the payment of all Senior Indebtedness of the Company. "Senior
Indebtedness" is defined as the principal of, premium, if any, and unpaid
interest on the following: (a) all indebtedness of the Company (including the
indebtedness of others guaranteed by the Company) other than the Debentures,
whether outstanding on the date of the Indenture or thereafter created,
incurred or assumed, which is (i) for money borrowed, including, without
limitation, the Notes, or (ii) evidenced by a note or similar instrument given
in connection with the acquisition of any businesses, properties or assets of
any kind; (b) obligations of the Company as lessee under leases required to be
capitalized on the balance sheet of the lessee under generally accepted
accounting principles and leases of property or assets made as part of any sale
and lease-back transaction to which the Company is a party; and (c) amendments,
renewals, extensions, modifications and refundings of any such indebtedness or
obligation, unless in any case in the instrument creating or evidencing any
such indebtedness or
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obligation, unless in any case in the instrument creating or evidencing any
such indebtedness or obligation or pursuant to which the same is outstanding
it is provided that such indebtedness or obligation is not superior in right
of payment to the Debentures.
The Indenture does not limit the amount of Senior Indebtedness that
may be incurred. The amount of Senior Indebtedness of the Company was
approximately $1,547.2 million at March 31, 1996, and the Company may from time
to time incur additional Senior Indebtedness. In addition, the Company's
subsidiaries incur liabilities and have obligations to third parties. The
claims of such third parties to the assets of the Company's subsidiaries will
be superior to those of the Company as a shareholder and therefore the
Debentures may be deemed to be effectively subordinated to the claims of such
third parties.
In the event of any payment or distribution of assets or securities of
the Company upon any insolvency or bankruptcy proceeding, liquidation,
dissolution, winding up or reorganization of or similar proceeding relating to
the Company, the payment of the principal of (and premium, if any), and
interest on the Debentures is to be subordinated to the extent provided in the
Indenture in right of payment to the prior payment in full of all Senior
Indebtedness. No payment on account of principal of (and premium, if any), or
interest on the Debentures may be made if there shall have occurred and be
continuing a default in any payment with respect to any Senior Indebtedness or
an event of default with respect to any Senior Indebtedness permitting the
holders thereof to accelerate the maturity thereof, or the default is the
subject of judicial proceedings. Upon any payment or distribution of assets or
securities of the Company upon any liquidation, dissolution, winding up or
reorganization or similar proceeding, whether voluntary or involuntary,
relating to the Company, the holders of Senior Indebtedness will be entitled to
receive payment in full before holders of the Debentures are entitled to
receive any payment. (Article 14)
By reason of such subordination, in the event of insolvency, creditors
of the Company who are holders of Senior Indebtedness, as well as general
creditors of the Company, may recover more, ratably, than the holders of the
Debentures.
ITEM 2. EXHIBITS.
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EXHIBIT NO. DESCRIPTION REFERENCE
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1 The Company's Registration Statement on Incorporated by reference to the
Form S-3 (File No. 33-12096), as filed with Company's Registration Statement on
the Securities and Exchange Commission on Form S-3 (File No. 33-12096)
February 19, 1987, as amended
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2 Restated Certificate of Incorporation of Incorporated by reference to Exhibit
the Company 4.1 to the Company's Registration
Statement on Form S-3 (File No. 33-
52853)
3 By-Laws of the Company Incorporated by reference to Exhibit
4.2 to the Company's Registration
Statement on Form S-8 (File No. 33-
54241)
4 Indenture between the Company and The Chase Incorporated by reference to Exhibit
Manhattan Bank (National Association), as 4.4 to the Company's Registration
Trustee, relating to the Company's 6% Statement on Form S-3 (File No. 33-
Convertible Subordinated Debentures due 12096)
2012
5 Indenture, dated as of December 1, 1986, Incorporated by reference to Exhibit
between the Company and Citibank, N.A., as 4 to the Company's Current Report on
Trustee Form 8-K, dated January 9, 1987
6 Indenture, dated as of April 15, 1990, Incorporated by reference to Exhibit
between the Company and Citibank, N.A., as 4.1 to the Company's Registration
Trustee Statement on Form S-3 (File No. 33-
23375)
7 Form of 6% Convertible Subordinated Included in Exhibit 4 to this
Debenture due 2012 of the Company Registration Statement
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NORAM ENERGY CORP.
By: /s/ Hubert Gentry, Jr.
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Hubert Gentry, Jr.,
Senior Vice President, Secretary
and General Counsel
Date: June 5, 1996
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY NUMBERED
NO. DESCRIPTION REFERENCE PAGE
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1 The Company's Registration Statement Incorporated by reference to
on Form S-3 (File No. 33-12096), as the Company's Registration
filed with the Securities and Statement on Form S-3 (File
Exchange Commission on February 19, No. 33-12096)
1987, as amended
2 Restated Certificate of Incorporated by reference to
Incorporation of the Company Exhibit 4.1 to the Company's
Registration Statement on
Form S-3 (File No. 33-52853)
3 By-Laws of the Company Incorporated by reference to
Exhibit 4.2 to the Company's
Registration Statement on
Form S-8 (File No. 33-54241)
4 Form of Indenture between the Incorporated by reference to
Company and The Chase Manhattan Bank Exhibit 4.4 to the Company's
(National Association), as Trustee, Registration Statement on
relating to the Company's 6% Form S-3 (File No. 33-12096)
Convertible Subordinated Debentures
due 2012
5 Indenture, dated as of December 1, Incorporated by reference to
1986, between the Company and Exhibit 4 to the Company's
Citibank, N.A., as Trustee Current Report on Form 8-K,
dated January 9, 1987
6 Indenture, dated as of April 15, Incorporated by reference to
1990, between the Company and Exhibit 4.1 to the Company's
Citibank, N.A., as Trustee Registration Statement on
Form S-3 (File No. 33-23375)
7 Form of 6% Convertible Subordinated Included in Exhibit 4 to this
Debenture due 2012 of the Company Registration Statement
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