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): January 6, 2003 ------------------------------ TEXAS GENCO HOLDINGS, INC. (Exact name of registrant as specified in its charter) Texas 1-31449 76-0695920 (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) 207-1111 ------------------------------ ITEM 5. OTHER EVENTS. On January 6, 2003, CenterPoint Energy, Inc., the parent company of Texas Genco Holdings, Inc., distributed approximately 19% of the 80,000,000 outstanding shares of Texas Genco common stock to CenterPoint Energy's common shareholders of record as of the close of business on December 20, 2002, the record date for the distribution. Immediately after the distribution, CenterPoint Energy owned 64,764,240.7 shares of Texas Genco common stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. None. 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. TEXAS GENCO HOLDINGS, INC. Date: January 6, 2003 By: /s/ James S. Brian ------------------------------- James S. Brian Senior Vice President and Chief Accounting Officer