Filed Pursuant to Rule 424(b)(3)
Registration No. 333-110348
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED DECEMBER 4, 2003)
[CENTERPOINT ENERGY LOGO APPEARS HERE]
$575,000,000
3.75% Convertible Senior Notes due 2023
and
Common Stock Issuable Upon Conversion of the Notes
This document supplements our prospectus dated December 4, 2003,
relating to $575,000,000 aggregate principal amount of our 3.75% Convertible
Senior Notes Due 2023 and the common stock issuable upon conversion of the
notes. You should read this prospectus supplement in conjunction with the
accompanying prospectus, which is to be delivered by selling securityholders to
prospective purchasers along with this prospectus supplement. The information in
the following table supplements the information set forth under the caption
"Selling Security Holders" in the prospectus.
PRINCIPAL AMOUNT OF NUMBER OF SHARES
NOTES BENEFICIALLY PERCENTAGE OF OF COMMON STOCK PERCENTAGE OF
OWNED THAT MAY NOTES THAT COMMON STOCK
-
NAME BE SOLD OUTSTANDING MAY BE SOLD OUTSTANDING (1)
---- ----------- ----------- ----------- ---------------
Citigroup Global Markets Limited (2)........... $10,925,000 1.90% 943,437 *
Evergreen Utility Fund......................... $ 3,000,000 * 259,067 *
FrontPoint Convertible Arbitrage Fund, L.P..... $ 2,000,000 * 172,712 *
Pacific Life Insurance Company (3)............. $ 500,000 * 43,178 *
Pacific Select High Yield Portfolio (4)........ $ 1,000,000 * 86,356 *
RAM Trading Ltd................................ $ 3,000,000 * 259,067 *
---------------
* Less than 1%
(1) Calculated using 306,077,942 shares of common stock outstanding as of
November 3, 2003. In calculating this amount for each holder, we
treated as outstanding the number of shares of common stock issuable
upon conversion of all of that holder's notes, but we did not assume
conversion of any other holder's notes.
(2) An affiliate of Citigroup Global Markets Limited, Citigroup Global
Markets Inc., was one of the initial purchasers in connection with the
private placement of the notes in May 2003.
(3) Pacific Life Insurance Company also beneficially owns $12,000,000
principal amount of CenterPoint Energy Houston Electric, LLC's 5.70%
General Mortgage Bonds, Series J, due 2013.
(4) Pacific Select High Yield Portfolio also beneficially owns $1,000,000
principal amount of CenterPoint Energy Resources Corp.'s 7.875% Senior
Notes due 2013.
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 10 OF THE ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is December 12, 2003.