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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) - MARCH 13, 2000
TEXAS UTILITIES COMPANY
DOING BUSINESS AS
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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
TXU EUROPE LIMITED
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES 333-82307-01 98-0188080
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
THE ADELPHI, 1-11 JOHN ADAM STREET, LONDON, ENGLAND WC2N 6HT
(Address of principal executive offices, including zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - 011-44-207-879-8081
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This Form 8-K is filed separately by Texas Utilities Company, doing business as
TXU Corp. ("TXU"), and its indirect wholly-owned subsidiary, TXU Europe Limited
("TXU Europe"). Information contained herein relating only to TXU is filed
solely by TXU. TXU Europe makes no representation as to the information filed
solely by TXU.
ITEM 5. OTHER EVENTS.
TXU and TXU Europe
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On March 13, 2000, TXU Europe (Espana) S.L., a subsidiary of TXU
Europe, announced its intention to make a cash offer to acquire all of the
shares of Hidroelectrica del Cantabrico, S.A. ("Hidrocantabrico") that TXU
Europe does not currently own. Hidrocantabrico is a vertically integrated
Spanish energy company. It is the fourth largest Spanish energy company and is
based in the Asturias region in northern Spain. Hidrocantabrico has
approximately 520,000 electricity customers and over 115,000 natural gas
customers. It also has over 2,100 MW of installed generating capacity with a
generation market share of approximately 7%. TXU Europe and Hidrocantabrico also
are partners in Synergia Trading, S.A., an equally-owned joint venture which
trades energy in the Spanish market.
The offer is subject to a number of conditions, including, among
others, authorization by the CNMV, or Spanish Securities Exchange, in Spain,
approval by European Union competition authorities and TXU Europe acquiring
sufficient shares such that it would hold at least 51% of Hidrocantabrico after
the transaction is completed. The transaction is expected to close in the second
quarter of 2000.
TXU Europe's offer of Euro 21.25 per share values the equity of
Hidrocantabrico at Euro 2.4 billion (US$2.3 billion). If the offer becomes
unconditional, TXU Europe intends to finance the acquisition through bank
borrowings and the issuance of preferred securities to its parent company, TXU
International Holdings Limited ("TXU International"). TXU International intends
to fund the purchase of the TXU Europe preferred securities through bank
borrowings guaranteed by TXU.
TXU
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On March 13, 2000, TXU announced that it had entered into an agreement
to acquire Fort Bend Communication Companies, Inc. ("FBCC") based in Katy,
Texas, near Houston, in a transaction that values the stock of FBCC at
approximately US$167 million. FBCC is a privately held company that provides
comprehensive communications services in Fort Bend, Harris, Waller and Brazoria
counties in Texas. It has 41,000 access lines in its regulated local exchange
territory and 4,000 competitive access lines in adjacent areas in and near
Houston. FBCC common and preferred stock will be exchanged for approximately
US$90 million of TXU common stock and approximately US$77 million in cash,
subject to certain adjustments. The transaction is expected to close in the
second quarter of 2000.
Following the closing of the FBCC transaction, TXU expects to
facilitate the growth of its communications operations by contributing the
assets of TXU Communications Company and FBCC into a joint venture. This
transaction, if consummated, would enable TXU to retire debt and repurchase
common stock in an aggregate amount of up to US$1 billion.
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Forward-Looking Statements
This report and other presentations made by TXU or TXU Europe contain
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Although TXU and TXU Europe each believe that
in making any such statement its expectations are based on reasonable
assumptions, any such statement involves uncertainties and is qualified in its
entirety by reference to factors contained in the Forward-Looking Statements
sections of Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations in TXU's Annual Report on Form 10-K for the year
December 31, 1998 and of Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations in TXU's and TXU Europe's
Quarterly Reports on Form 10-Q for the quarterly period ended September 30,
1999, that could cause the actual results of TXU or TXU Europe to differ
materially from those projected in such forward-looking statements.
Any forward-looking statement speaks only as of the date on which such
statement is made. Neither TXU nor TXU Europe undertakes any obligation to
update any forward-looking statement to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time. It is not possible
for TXU or TXU Europe to predict all of such factors, nor can they assess the
impact of each such factor or the extent to which any factor, or combination of
factors, may cause results to differ materially from those contained in any
forward-looking statement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
TEXAS UTILITIES COMPANY,
doing business as TXU CORP.
By: /s/ Jerry W. Pinkerton
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Name: Jerry W. Pinkerton
Title: Principal Accounting Officer
Date: March 14, 2000
TXU EUROPE LIMITED
By: /s/ Howard C. Goodbourn
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Name: Howard C. Goodbourn
Title: Principal Accounting Officer
Date: March 14, 2000
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