AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2006
REGISTRATION NO. 333-114440
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CENTERPOINT ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1111 LOUISIANA
HOUSTON, TEXAS 77002
TEXAS (713) 207-1111 74-0694415
(State or other jurisdiction of (Address, including zip code, and (I.R.S. Employer Identification No.)
incorporation or organization) telephone number, including area code, of
registrant's principal executive offices)
RUFUS S. SCOTT
VICE PRESIDENT, DEPUTY GENERAL COUNSEL
AND ASSISTANT CORPORATE SECRETARY
1111 LOUISIANA
HOUSTON, TEXAS 77002
(713) 207-1111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
GERALD M. SPEDALE STEVEN R. LOESHELLE
BAKER BOTTS L.L.P. DEWEY BALLANTINE L.L.P.
910 LOUISIANA STREET 1301 AVENUE OF THE AMERICAS
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10019
(713) 229-1234 (212) 259-6160
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are to be 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, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, check
the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
REMOVAL OF SECURITIES FROM REGISTRATION
Pursuant to its Registration Statement on Form S-3 (Registration No.
333-114440) (the "Registration Statement"), CenterPoint Energy, Inc., a Texas
corporation ("CenterPoint"), registered for resale $255,000,000 aggregate
principal amount of its 2.875% Convertible Senior Notes due January 15, 2024
(the "Notes") and 19,906,320 shares, par value $0.01 per share, of its common
stock (the "Common Stock") issuable upon conversion of such Notes. The
Registration Statement was declared effective by the Securities and Exchange
Commission on April 30, 2004. As of December 19, 2005, $29,040,000 aggregate
principal amount of the Notes had not been sold pursuant to the Registration
Statement. No shares of Common Stock have been sold pursuant to the Registration
Statement.
In accordance with the undertaking contained in Part II, Item 17(a)(3)
of the Registration Statement, CenterPoint is filing this Post-Effective
Amendment No. 1 to the Registration Statement to remove from registration any of
the Notes and the Common Sock issued or issuable upon conversion thereof that
have not been sold under the Registration Statement as of the date hereof.
CenterPoint is deregistering these securities because its obligation to maintain
the effectiveness of the Registration Statement has ceased.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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, State of Texas, on January 24, 2006.
CENTERPOINT ENERGY, INC.
By: /s/ David M. McClanahan
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David M. McClanahan
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 indicated on January 24, 2006.
/s/ David M. McClanahan
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David M. McClanahan President and Chief Executive Officer
/s/ Gary L. Whitlock
----------------------------------------- Executive Vice President and Chief Financial Officer
Gary L. Whitlock (Principal Financial Officer)
/s/ James S. Brian Senior Vice President and Chief Accounting Officer
----------------------------------------- (Principal Accounting Officer)
James S. Brian
*
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Donald R. Campbell Director
*
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Milton Carroll Director
*
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Derrill Cody Director
*
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John T. Cater Director
*
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O. Holcombe Crosswell Director
*
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Janiece M. Longoria Director
*
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Thomas F. Madison Director
*
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Robert T. O'Connell Director
*
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Michael E. Shannon Director
*
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Peter S. Wareing Director
*By: /s/ Rufus S. Scott
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Rufus S. Scott, as Attorney-in-fact,
pursuant to powers of attorney previously filed with the
Securities and Exchange Commission