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): DECEMBER 18, 2001
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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
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ITEM 5. OTHER EVENTS.
In December 2001, Reliant Energy Power Generation Benelux N.V. ("REPGB")
and its former shareholders entered into a settlement agreement resolving the
former shareholders' stranded cost indemnity obligations under the share
purchase agreement relating to the purchase of REPGB. The settlement agreement
has been approved by the Ministry of Economic Affairs of the Netherlands and has
become effective.
Settlement Payment. Under the settlement agreement, the former
shareholders will pay to REPGB Dutch Guilders ("NLG") 410 million ($165 million
based on an exchange rate of 2.48 NLG per U.S. dollar as of December 31, 2001)
in January 2002 and will pay an additional NLG 90 million ($36 million) in
February 2002. The payment represents a settlement of the obligations of the
former shareholders to indemnify REPGB for all stranded cost liabilities other
than those relating to district heating contracts. The settlement payment
includes the former shareholders' payment in full of all stranded cost indemnity
claims made by REPGB in the first and second quarters of 2001 with respect to
import electricity contracts.
District Heating. Under the settlement agreement, the former shareholders
will indemnify REPGB for the certain stranded cost liabilities relating to
district heating contracts. The terms of the indemnity are as follows:
o The settlement agreement acknowledges that the Netherlands is finalizing
regulations for compensation of stranded costs associated with district
heating projects.
o Within 21 days after the date these compensation rules take effect, REPGB
can elect to receive one of two forms of indemnification under the
settlement agreement.
o If the compensation to be paid by the Netherlands under these rules is at
least as much as the compensation to be paid under the original
indemnification agreement, REPGB can elect to receive a one-time payment
of NLG 60 million ($24 million). In addition, unless the decree
implementing the new compensation rules provides for compensation for the
lifetime of the district heating projects, REPGB can receive an additional
cash payment of NLG 15 million ($6 million).
o If the compensation rules do not provide for compensation at least equal
to that provided under the original indemnification agreement, REPGB can
claim indemnification for stranded cost losses up to a maximum of NLG 700
million ($282 million) less the amount of compensation provided by the new
compensation rules and certain proceeds received from arbitrations.
o If no new compensation rules have taken effect on or prior to December 31,
2003, REPGB is entitled, but not obligated, to elect to receive
indemnification under the formula described above.
Rights of Former Shareholders to NEA Distributions. Under the terms of the
original indemnification agreement, the former shareholders were entitled to
receive any and all distributions and dividends above NLG 125 million ($50
million) paid by NEA B.V. ("NEA"). REPGB has a 22.5% interest in NEA, formerly
known as N.V. SEP, the corporate entity formerly responsible for coordinating
electric generation for the Netherlands. For information regarding the
indemnity, see Note 11(e) to the Notes to the Unaudited Consolidated Financial
Statements of Reliant Resources, Inc. (the "Company") included in the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
Under the settlement agreement, the former shareholders will waive all
rights under the original indemnification agreement to claim distributions of
NEA. As of December 31, 2001, we estimated that NEA had net assets of
approximately NLG 3.2 billion ($1.3 billion).
Financial Reporting Impact of Settlement. The Company expects that the
settlement agreement will have the following impact on its consolidated
financial statements:
o The Company estimates a net gain of approximately NLG 90 million ($35
million) for the difference between the sum of (1) the cash settlement
payment additional rights to claim distributions of our NEA investment and
(2) the amount recorded as "stranded cost indemnity receivable" in the
Company's consolidated balance sheet.
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o Future changes in the valuation of the stranded cost import contracts
which remain an obligation of REPGB will be recorded as adjustments to the
Company's consolidated statement of income thus introducing potential
earnings volatility. The Company does not anticipate that its year 2001
earnings will be affected by changes in the valuation of these contracts.
However, in future years, the valuation of the contracts could be affected
by, among other things, changes in the price of electric power in the
Netherlands, coal, low sulfur fuel oil and the value of the United States
Dollar and British pound relative to the Euro.
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 Resource'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 Resource'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 Resource'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 Resource's forward-looking statements.
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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 hereunto duly authorized.
RELIANT RESOURCES, INC.
Date: January 11, 2002 By: /s/ MARY P. RICCIARDELLO
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Mary P. Ricciardello
Senior Vice President and
Chief Accounting Officer