1
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): SEPTEMBER 27, 2001
------------------------------
RELIANT RESOURCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16455 76-0655566
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1111 LOUISIANA
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 207-3000
------------------------------
2
ITEM 5. OTHER EVENTS.
On September 27, 2001, Reliant Resources, Inc. announced that it had
entered into a definitive merger agreement with Orion Power Holdings, Inc.,
under which Reliant Resources would acquire all of the outstanding shares of
Orion Power for $26.80 per share in cash in a transaction valued at
approximately $2.9 billion. Under the merger agreement, Reliant Resources would
also assume approximately $1.8 billion of Orion Power's net debt. The
acquisition is structured as a cash merger and is conditioned upon approval by
Orion Power's shareholders and regulatory approvals. Reliant Resources' press
release regarding the planned acquisition of Orion Power is attached to this
report as Exhibit 99.1 and is incorporated by reference herein. A copy of the
definitive merger agreement between Reliant Resources and Orion Power is
attached to this report as Exhibit 2.1 and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger dated as of September 26,
2001 by and among Reliant Resources, Inc., Reliant
Energy Power Generation Merger Sub, Inc. and Orion Power
Holdings, Inc.
99.1 Press Release issued September 27, 2001 regarding
Reliant Resources, Inc.'s agreement to acquire Orion
Power Holdings, Inc.
99.2 Slide presentation given by R. Steve Letsetter,
Chairman, President and Chief Executive Officer of
Reliant Resources, Inc., Stephen W. Naeve, Executive
Vice President and Chief Financial Officer of Reliant
Resources Inc. and Joe Bob Perkins, Executive Vice
President of Reliant Resources, Inc. and Group
President, Reliant Resources Wholesale Group.
99.3 Press Release issued September 27, 2001 regarding
Reliant Resources, Inc.'s earnings outlook assuming
completion of the acquisition of Orion Power Holdings,
Inc.
ITEM 9. REGULATION FD DISCLOSURE.
On September 27 and 28, 2001, executives of Reliant Resources spoke to the
public, as well as various members of the financial and investment community in
Houston, Texas and New York City regarding the public announcement of the
planned acquisition of Orion Power by Reliant Resources and projected earnings
per share expectations for Reliant Resources in 2002 assuming completion of the
acquisition of Orion Power and the disposition of Reliant Resources' generation
assets in the Netherlands. A copy of the slide presentation given at these
meetings is attached to this report as Exhibit 99.2, and is incorporated herein
by reference. A replay of these presentations has been made available on Reliant
Resource's web site found at www.ReliantResources.com in the Investor Relations
section and will be archived for 25 days after these events. In addition, a
replay of the September 27, 2001 presentation can be accessed until October 4,
2001 by calling (800) 642-1687 (Conference I.D. 1956472), and a replay of the
September 28, 2001 presentation can be accessed until October 5, 2001 by calling
(800) 570-8796 (Conference I.D. 9280). Reliant Resource's press release
regarding the earnings guidance provided by the executives is attached to this
report as Exhibit 99.3, and is incorporated herein by reference.
The information in Item 9 of this report is being furnished, not filed,
pursuant to Regulation FD. Accordingly, the information in Item 9 of this report
will not be incorporated by reference into any registration statement filed by
Reliant Resources under the Securities Act of 1933, as amended, unless
specifically identified therein as being incorporated therein by reference. The
furnishing of the information in this report is not intended to, and does not,
constitute a determination or admission by Reliant Resources, that the
information in this report is material or complete, or that investors should
consider this information before making an investment decision with respect to
any security of Reliant Resources or any of its affiliates.
Some of the statements in this report and the exhibits hereto are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Although Reliant Resources believes that the
expectations and the underlying assumptions reflected in its forward-looking
statements are reasonable, there can be no assurance that these expectations
will prove to be correct. Forward-looking statements involve a number of risks
and uncertainties, and actual results may differ materially from the results
discussed in the forward-looking statements.
In addition to the matters described in this report and the exhibits hereto,
the following are some of the factors that could cause actual results to
differ materially from those expressed or implied in Reliant Resources's
forward-looking statements:
o state, federal and international legislative and regulatory
developments, including deregulation, re-regulation and restructuring of
the electric utility industry, and changes in, or application of
environmental and other laws and regulations to which Reliant Resources
is subject,
o the effects of competition, including the extent and timing of the entry
of additional competitors in Reliant Resources's markets,
o pursuit of potential business strategies, including acquisitions or
dispositions of assets or the development of additional power generation
facilities,
o state, federal and other rate regulations in the United States and in
foreign countries in which Reliant Resources operates or into which it
might expand its operations,
o the timing and extent of changes in commodity prices and interest rates,
o weather variations and other natural phenomena,
o political, legal and economic conditions and developments in the United
States and in foreign countries in which Reliant Resources operates or
into which it might expand its operations, including the effects of
fluctuations in foreign currency exchange rates,
o financial market conditions and the results of Reliant Resources's
financing efforts,
o the performance of projects undertaken and the success of Reliant
Resources' efforts to invest in and develop new opportunities, and
o other factors affecting Reliant Resources discussed in this and its
other filings with the Securities and Exchange Commission.
The words "anticipate," "estimate," "believe," "continue," "could,"
"intend," "may," "plan," "potential," "predict," "should," "will," "expect,"
"objective," "projection," "forecast," "goal" and other similar words are
intended to identify Reliant Resources's forward-looking statements.
2
3
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 hereunto duly authorized.
RELIANT RESOURCES, INC.
Date: September 28, 2001 By: /s/ MARY P. RICCIARDELLO
---------------------------------
Mary P. Ricciardello
Senior Vice President and
Chief Accounting Officer
3
4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Agreement and Plan of Merger dated as of September 26,
2001 by and among Reliant Resources, Inc., Reliant
Energy Power Generation Merger Sub, Inc. and Orion Power
Holdings, Inc.
99.1 Press Release issued September 27, 2001 regarding
Reliant Resources, Inc.'s agreement to acquire Orion
Power Holdings, Inc.
99.2 Slide presentation given by R. Steve Letsetter,
Chairman, President and Chief Executive Officer of
Reliant Resources, Inc., Stephen W. Naeve, Executive
Vice President and Chief Financial Officer of Reliant
Resources Inc. and Joe Bob Perkins, Executive Vice
President of Reliant Resources, Inc. and Group
President, Reliant Resources Wholesale Group.
99.3 Press Release issued September 27, 2001 regarding
Reliant Resources, Inc.'s earnings outlook assuming
completion of the acquisition of Orion Power Holdings,
Inc.
4