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): FEBRUARY 5, 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.
RESTATEMENT OF SECOND AND THIRD QUARTER 2001 FINANCIAL STATEMENTS AND DELAY OF
ANNOUNCEMENT OF 2001 RESULTS
On February 5, 2002, Reliant Resources, Inc. ("Reliant Resources") reported
that it would restate its second and third quarter 2001 earnings (the
"Restatement") and that it would delay the release of its fourth quarter and
year 2001 earnings (the "Earnings Delay"). For additional information regarding
the Restatement and the Earnings Delay, please refer to Reliant Resources' press
release attached to this report as Exhibit 99.1 (the "Press Release"), which
Press Release, other than the information therein under the caption "Outlook for
2002," is incorporated by reference herein.
MANAGEMENT PRESENTATION AND CONFERENCE CALL
On February 5, 2002, executives of Reliant Resources spoke to the public, as
well as various members of the financial and investment community in Houston,
Texas regarding the Restatement, the Earnings Delay and the 2002 outlook of
Reliant Resources. A copy of the slide presentation given at this presentation
is attached to this report as Exhibit 99.2 (the "Slide Presentation"), and
slides 9 (Diversified Trading VAR vs. Daily P&L) and 13 (Recent Liquidity Issues
and Concerns) thereof, are incorporated by reference herein. A replay of this
presentation has been made available on Reliant Resources' web site found at
www.ReliantResources.com in the Investor Relations section and will be archived
for 25 days after the event. In addition, a replay of the presentation can be
accessed until February 19, 2002 by calling (800) 642-1687 (Conference I.D.
2877002).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Press Release issued February 5, 2002 regarding the
Restatement and the Earnings Delay.
99.2 Slide presentation given by executive officers of Reliant
Resources regarding the Restatement, the Earnings Delay and
the 2002 outlook of Reliant Resources.
ITEM 9. REGULATION FD DISCLOSURE.
Reliant Resources incorporates by reference into this Item 9 (i) the
information in the Press Release under the caption "Outlook for 2002" and (ii)
the Slide Presentation (other than slides 9 and 13 thereof). 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. 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 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' 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 we are subject,
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o the timing of the implementation of the business separation plan of
Reliant Energy, Incorporated,
o the effects of competition, including the extent and timing of the entry
of additional competitors in our markets,
o the timing and receipt of necessary approvals for the closing of our
acquisition of Orion Power Holdings, Inc.,
o our 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 we operate or into which we might expand our
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 we operate or into which we
might expand our operations, including the effects of fluctuations in
foreign currency exchange rates,
o financial market conditions and the results of our financing efforts,
o the bankruptcy or other financial distress of our trading 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 performance of our projects undertaken and the success of our efforts
to invest in and develop new opportunities, and
o other factors we discuss in our other filings with the SEC.
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: February 5, 2002 By: /S/ MARY P. RICCIARDELLO
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 February 5, 2002 regarding the Restatement
and Earnings Delay.
99.2 Slide presentation given by executive officers of Reliant
Resources regarding the Restatement, the Earnings Delay and the
2002 outlook of Reliant Resources.
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