SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): June 30, 2003
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 STREET
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 497-3000
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In this Form 8-K, and in the Exhibit included as a part of the Form
8-K, "Reliant Resources" refers to Reliant Resources, Inc., and "we", "us" and
"our" refer to Reliant Resources, Inc. and its subsidiaries, unless we specify
or the context indicates otherwise.
Item 5. OTHER EVENTS.
In connection with our offering under Rule 144A of senior secured notes
guaranteed by certain of our subsidiaries, we have included note 24 to our
consolidated financial statements, which includes condensed consolidating
financial information presenting supplemental information for Reliant Resources,
Inc. and its wholly-owned subsidiaries for the indicated groupings: Reliant
Resources, guarantors, the limited guarantor and non-guarantors. Exhibits 99.1
and 99.2 to this Current Report on Form 8-K, which are incorporated by reference
herein, give effect to foregoing within our historical consolidated financial
statements for the year ended December 31, 2002, as reported in our Current
Report on Form 8-K filed on June 5, 2003.
Except as otherwise expressly noted, the financial statement
disclosures, management estimates and forward-looking statements contained in
this Current Report on Form 8-K have not been updated to reflect any
developments subsequent to December 31, 2002.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
When we make statements containing projections about our revenues,
income, earnings and other financial items, our plans and objectives for the
future, future economic performance, or when we make statements containing any
other projections or estimates about our assumptions relating to these types of
statements, we are making "forward-looking statements." These statements usually
relate to future events and anticipated revenues, earnings, business strategies,
competitive position or other aspects of our operations or operating results. In
many cases you can identify forward-looking statements by terminology such as
"anticipate," "estimate," "believe," "continue," "could," "intend," "may,"
"plan," "potential," "predict," "should," "will," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook" and other similar words.
However, the absence of these words does not mean that the statements are not
forward-looking. Although we believe that the expectations and the underlying
assumptions reflected in our forward-looking statements are reasonable, there
can be no assurance that these expectations will prove to be correct.
Forward-looking statements are not guarantees of future performance or events.
Such 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 our forward-looking
statements:
o the application of, or changes in, the laws and regulations to
which we are subject;
o the outcome of pending lawsuits, governmental proceedings and
investigations;
o the effects of competition, including the extent and timing of the
entry of additional competitors in our markets;
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 and start-up of our
construction projects;
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 and our access to capital, including
availability of funds in the capital markets;
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
ERCOT;
o political, legal, regulatory and economic conditions and
developments in the United States;
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 and the resolution of
the refund methodologies.
Each forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Financial Statements and Supplementary Data of
Reliant Resources, Inc. and Subsidiaries
99.2 Independent Auditors' Consent
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.
(Registrant)
Date: June 30, 2003 By: /s/ Thomas C. Livengood
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Thomas C. Livengood
Vice President and
Controller
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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99.1 Financial Statements and Supplementary Data of
Reliant Resources, Inc. and Subsidiaries
99.2 Independent Auditors' Consent