- -------------------------------------------------------------------------------- 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): August 5, 2004 XANSER CORPORATION (Exact name of registrant as specified in charter) Delaware 001-05083 74-1191271 (State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 2435 North Central Expressway Richardson, Texas 75080 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 699-4000 - -------------------------------------------------------------------------------- Item 7. Financial Statements and Exhibits. Exhibit. 99.1 Press Release dated August 5, 2004, reporting financial results for the three and six months ended June 30, 2004. Item 12. Results of Operations and Financial Condition and Exhibit A press release issued by Xanser Corporation on August 5, 2004 regarding financial results for the three and six months ended June 30, 2004 is attached hereto as Exhibit 99.1, and excluding the final paragraph thereof, is incorporated herein by reference. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements. SIGNATURES 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. XANSER CORPORATION Dated August ____, 2004 //s// HOWARD C. WADSWORTH ---------------------------------------- Howard C. Wadsworth Vice President, Treasurer and Secretary