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 19, 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 (IRS Employer
of incorporation) File Number) 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 19, 2002, a wholly owned subsidiary of Reliant Resources,
Inc. ("Reliant Resources") merged with and into Orion Power Holdings, Inc.
("Orion"), with Orion being the surviving company. Upon consummation of the
merger, Orion became a wholly owned subsidiary of Reliant Resources. The merger
was completed under the terms of the Agreement and Plan of Merger, dated as of
September 26, 2001, between Reliant Resources and Orion. In the merger, each
outstanding share of Orion common stock was converted into the right to receive
$26.80 in cash. The aggregate cash consideration paid in the merger was
approximately $2.9 billion and was funded primarily under a one-year $2.9
billion bank credit facility with a group of banks for which Bank of America
acted as agent.
Orion is engaged in the acquisition, development and operation of
electric power generating facilities. As of February 28, 2002, Orion has 81
power plants in operation with a total capacity of 5,644 megawatts. Reliant
Resources intends to continue Orion's business and to integrate it with Reliant
Resources' operations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The provision of the financial statements for Orion required
by this item within 15 days of the closing date of the merger is
impracticable. The required financial statements will be filed by an
amendment to this Current Report on Form 8-K as soon as practicable,
but not later than 60 days after this report is required to be filed.
(B) PRO FORMA FINANCIAL INFORMATION.
The provision of pro forma financial information for Reliant
Resources required by this item within 15 days of the closing date of
the merger is currently impracticable. Reliant Resources will file pro
forma information in the amendment referred to in paragraph (A) of this
item.
(C) EXHIBITS.
1. Agreement and Plan of Merger, dated as of September 26, 2001, by
and among Reliant Resources, Reliant Energy Power Generation
Merger Sub, Inc. and Orion (Incorporated by reference to Exhibit
2.1 to Reliant Resources' Current Report on Form 8-K dated
September 27, 2001 (Commission File No. 1-16455) as filed with
the SEC on September 29, 2001).
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: March 5, 2002 By: /s/ MARY P. RICCIARDELLO
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Mary P. Ricciardello
Senior Vice President and
Chief Accounting Officer