UNITED STATES
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) – November 18, 2005
TXU CORP.
(Exact name of registrant as specified in its charter)
| | | | |
| TEXAS | | 1-12833 | | 75-2669310 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201-3411
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including Area Code – (214) 812-4600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On November 18, 2005, TXU Corp. issued a press release announcing the amendment of the Rights Agreement, dated as of February 19, 1999, by and between TXU Corp. and The Bank of New York, that accelerates to November 18, 2005 (from February 19, 2009) the expiration date of the preference stock purchase rights granted under the Rights Agreement. The Amendment to Rights Agreement by and between TXU Corp. and the Bank of New York, as Rights Agent, dated November 18, 2005 is filed herewith as Exhibit 3.1. The press release is filed herewith as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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| (c) | | Exhibit No.
| | Description
|
| | |
| | | 3.1 | | Amendment to Rights Agreement by and between TXU Corp. and the Bank of New York, as Rights Agent, dated November 18, 2005 |
| | |
| | | 99.1 | | Press release of TXU Corp. announcing the amendment of the Rights Agreement, dated November 18, 2005. |
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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 thereunto duly authorized.
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| TXU CORP. |
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| By: | | /s/ Stan J. Szlauderbach |
| Name: | | Stan J. Szlauderbach |
| Title: | | Senior Vice President and Controller |
Dated: November 18, 2005
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