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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
AUGUST 6, 1997 (Item 1)
AUGUST 18, 1997 (Item 4)
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NORAM ENERGY CORP.*
(FORMERLY HI MERGER, INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 1-13265 76-0511406
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (713) 207-3000
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NORAM ENERGY CORP.*
(Exact name of registrant as specified in its charter)
DELAWARE 1-3751 72-0120530
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1600 SMITH, 32ND FLOOR
HOUSTON, TEXAS 77002
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (713) 654-5699
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*On August 6, 1997, NorAm Energy Corp. (Old NorAm) merged with and into HI
Merger, Inc., a subsidiary of Houston Industries Incorporated. HI Merger, Inc.
was renamed NorAm Energy Corp. (New NorAm) effective upon consummation of the
merger. This Form 8-K relates to both Old NorAm and New NorAm.
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 6, 1997, NorAm Energy Corp. (Old NorAm) merged (Merger) with
and into HI Merger, Inc., a subsidiary of Houston Industries Incorporated (HI).
Upon consummation of the merger, HI Merger, Inc., the surviving corporation,
was renamed "NorAm Energy Corp." (New NorAm) and became a wholly owned
subsidiary of HI. For additional information regarding the change in control of
Old NorAm, reference is made to Item 2 of the Report on Form 8-K of HI dated
August 6, 1997 (File No. 1-3187), which item is incorporated herein by
reference.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On August 18, 1997, the Board of Directors of New NorAm dismissed
Coopers & Lybrand L.L.P. (Former Accountants) as independent auditors for New
NorAm. Pursuant to resolutions adopted by the Board of Directors of New Noram,
Deloitte & Touche LLP has been engaged as New NorAm's new independent auditors
(New Accountants) effective August 18, 1997. The Board of Directors' decision to
retain the New Accountants was based on the fact that the New Accountants are
the independent auditors for HI and its other consolidated subsidiaries and
management's desire to consolidate external audit functions within one firm.
The Former Accountants' reports on Old NorAm's financial statements as
of and for the fiscal years ended December 31, 1995 and 1996 did not contain an
adverse opinion or a disclaimer of opinion and its reports were not qualified or
modified as to uncertainty, audit scope or accounting principles. During Old
NorAm's two most recent fiscal years ending December 31, 1995 and 1996,
respectively, and the subsequent interim period (through June 30, 1997), there
have been no disagreements with the Former Accountants, which would have caused
the Former Accountants to make a reference to the subject matter of the
disagreement in connection with its report. During Old NorAm's two most recent
fiscal years, ending December 31, 1995 and 1996, respectively, and subsequent
interim period (through June 30, 1997), there did not occur any of the events
listed in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.
During Old NorAm's two most recent fiscal years (1995 and 1996) and
subsequent interim period (through June 30, 1997), neither Old NorAm nor anyone
acting on its behalf consulted the New Accountants regarding (i) the application
of accounting principles to a specified transaction, either completed or
proposed, (ii) the type of audit opinion that might be rendered on Old NorAm's
financial statements, or (iii) any matter that was either the subject of a
disagreement (as defined in paragraph (a)(1)(iv) of Regulation S-K, Item 304 and
the related instructions), or a reportable event (as described in paragraph
(a)(1)(v) of Regulation S-K, Item 304).
Reference is made to Exhibit 16 attached hereto for a letter from the
Former Accountants addressed to the Securities and Exchange Commission stating
that such accountants agree with the disclosure applicable to them and contained
in this Item 4.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibit is filed herewith.
16 Letter dated August 21, 1997, of Coopers & Lybrand L.L.P. to the
SEC in accordance with subparagraph (a)(3) of Item 304 of
Regulation S-K.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORAM ENERGY CORP.
(FORMERLY HI MERGER, INC.)
(Registrant)
/s/ Mary P. Ricciardello
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Mary P. Ricciardello
Vice President and Comptroller
Date: August 21, 1997
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NORAM ENERGY CORP.
(Registrant)
/s/ Mary P. Ricciardello
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Mary P. Ricciardello
Vice President and Comptroller
Date: August 21, 1997
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Exhibit 16
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(Letterhead of Coopers & Lybrand L.L.P.)
August 21, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by NorAm Energy Corp. (copy attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as
part of the Company's Form 8-K report filed on August 21, 1997. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
Coopers & Lybrand L.L.P.
