================================================================================
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 3, 2000
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
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 001-15709 98-0188080
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
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
================================================================================
This Form 8-K is filed separately by TXU Corp. ("TXU"), and its wholly-owned
subsidiary, TXU Europe Limited ("TXU Europe"). The information contained herein
with respect to TXU Europe, other than the financial statements and pro forma
financial information to be filed by TXU Europe with respect to the business
acquired, is filed by each of TXU and TXU Europe. TXU makes no representation as
to the information filed solely by TXU Europe.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS - TXU EUROPE
ITEM 5. OTHER EVENTS - TXU
On August 3, 2000, TXU Europe announced its unconditional purchase, through
its subsidiary TXU Europe Group plc, of United Utilities plc's retail energy
supply business, Norweb Energi (a division of Norweb plc), at a negotiated price
of (pound)310 million ($465 million). The transaction also includes the
assumption of certain of Norweb Energi's obligations, including its power
purchase agreements, which will be integrated into TXU Europe's energy
portfolio. Some of these agreements provide for purchases of power by TXU Europe
at prices that are currently above market.
On August 9, 2000, the Office of Gas and Electricity Markets (OFGEM) issued
a consultation paper on the regulatory issues involved in the transaction. As
the transaction is unconditional, TXU Europe has assumed responsibility for
obtaining all necessary regulatory approvals and the risks of failure to obtain
such approvals. TXU Europe cannot predict whether there will be any action by
OFGEM and, if so, what effect it would have on the business, financial condition
or results of operations of TXU Europe.
Norweb Energi's business is the supply of electricity and gas to
industrial, commercial and residential customers. As of June 30, 2000, Norweb
Energi had 1.8 million electricity and 0.4 million gas customer accounts. TXU
Europe's existing supply business, Eastern Energy Limited, had 2.7 million
electricity and 0.7 million gas customer accounts as of June 30, 2000. When
combined with Norweb Energi's customers, TXU Europe will be the UK's second
largest energy retailer with a total of 5.6 million customer accounts.
Financing was provided as follows: (pound)115 million ($173 million)
through an existing joint sterling-denominated credit facility among TXU Europe,
one of its subsidiaries, Chase Manhattan plc, Lehman Brothers International
(Europe), Merrill Lynch Capital Corporation, and a group of other banking
institutions; (pound)50 million ($75 million) through an existing short-term
line of credit with Bayerische Landesbank; and the remainder through cash on
hand.
Also on August 3, 2000, TXU Europe announced that its subsidiary, Eastern
Energy Limited, had contracted its customer services operation to Vertex Data
Science Limited (Vertex), United Utilities plc's customer services business, for
seven years. Customer services include call centers, billing, credit management
and debt collection. Eastern Energy's 1,250 customer services staff will
transfer to Vertex on September 1, 2000. Vertex will continue to supply customer
services to the customers of Norweb Energi, acquired by TXU Europe.
2
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 and TXU Europe's Annual Reports on Form 10-K
for the year December 31, 1999 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 June 30,
2000, 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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
To be filed by TXU Europe by amendment within the time period
permitted by this Item.
(b) Pro forma financial information
To be filed by TXU Europe by amendment within the time period
permitted by this Item.
3
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.
TXU CORP.
By: /s/ Jerry W. Pinkerton
-------------------------------------
Name: Jerry W. Pinkerton
Title: Controller
Date: August 18, 2000
TXU EUROPE LIMITED
By: /s/ Scott R. J. Longhurst
-------------------------------------
Name: Scott R. J. Longhurst
Title: Principal Accounting Officer
Date: August 18, 2000
4