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): JULY 31, 2002
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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.
On July 31, 2002, Moody's Investors Service, Inc. lowered its rating on
Reliant Resources, Inc.'s senior unsecured debt from Baa3 to Ba3. Also on July
31, 2002, Standard & Poor's Ratings Services lowered its rating on Reliant
Resources' senior unsecured debt from BBB to BBB- and placed its rating on
creditwatch with negative implications.
Also on July 31, 2002, Reliant Energy, Incorporated, a diversified
international energy services and energy delivery company that owns
approximately 83% of Reliant Resources' outstanding common stock, announced that
the Internal Revenue Service had issued a supplemental ruling confirming that
the proposed spin-off of Reliant Resources from Reliant Energy will be tax-free
to Reliant Energy and its shareholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release issued by Reliant Resources on July 31, 2002
99.2 Press Release issued by Reliant Energy on July 31, 2002
ITEM 9. REGULATION FD DISCLOSURE.
On July 31, 2002, Reliant Resources issued a press release relating to the
ratings action by Moody's. A copy of this press release is attached to this
report as Exhibit 99.1 and is incorporated by reference into Item 9 of this
report. On July 31, 2002, Reliant Energy issued a press release relating to the
IRS supplemental ruling. A copy of this press release is attached to this report
as Exhibit 99.2 and is incorporated by reference into Item 9 of this report. 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.
FORWARD-LOOKING STATEMENTS
Some of the statements in Item 9 of this report 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. References in this Current Report to the terms "we,"
"us" or other similar terms mean Reliant Resources.
In addition to the matters described in this report and the exhibit[s]
hereto, the following are some of the factors that could cause actual results to
differ materially from those expressed or implied in Reliant Resources'
forward-looking statements:
o state, federal and international legislative and regulatory developments,
including deregulation, re-regulation and restructuring of the electric
utility industry, changes in or application of environmental and other
laws and regulations to which we are subject, and changes in or
application of laws or regulations applicable to other aspects of our
business, such as commodities trading and hedging activities,
o the timing of our separation from our parent company, Reliant Energy,
Incorporated,
o the effects of competition, including the extent and timing of the entry
of additional competitors in our markets,
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o liquidity concerns in our markets,
o the degree to which we successfully integrate the operations and assets of
Orion Power Holdings, Inc. into our Wholesale Energy segment,
o the successful and timely completion of our construction projects, as well
as the successful start-up of completed projects,
o our pursuit of potential business strategies, including acquisitions or
dispositions of assets or the development of additional power generation
facilities,
o the timing and extent of changes in commodity prices and interest rates,
o the availability of adequate supplies of fuel, water, and associated
transportation necessary to operate our generation portfolio,
o weather variations and other natural phenomena, which can affect the
demand for power from or our ability to produce power at our generating
facilities,
o financial market conditions, our access to capital and the results of our
financing and refinancing efforts, including availability of funds in the
debt capital markets for merchant generation companies,
o the creditworthiness or bankruptcy or other financial distress of our
counterparties,
o actions by rating agencies with respect to us or our competitors,
o acts of terrorism or war,
o the availability and price of insurance,
o the reliability of the systems, procedures and other infrastructure
necessary to operate our retail electric business, including the systems
owned and operated by the independent system operator in the Electric
Reliability Council of Texas,
o political, legal, regulatory and economic conditions and developments in
the United States and in foreign countries in which we operate, including
the effects of fluctuations in foreign currency exchange rates,
o the successful operation of deregulating power markets, and
o the resolution of the refusal by certain California market participants to
pay our receivables balances.
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' 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: July 31, 2002 By: Mary P. Ricciardello
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Mary P. Ricciardello
Senior Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Press Release issued by Reliant Resources on July 31,
2002
99.2 Press Release issued by Reliant Energy on July 31, 2002
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