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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) - NOVEMBER 15, 2002
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
TXU US HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 1-11668 75-1837355
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201-3411
(Address of principal executive offices, including zip code)
REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE - 214-812-4600
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All of the information contained in this Form 8-K is being filed by TXU
Corp. Certain of the information contained in this Form 8-K relates to TXU US
Holdings Company (US Holdings), a wholly owned subsidiary of TXU Corp., and such
information as it relates to US Holdings is being filed by US Holdings.
TXU Energy Company LLC, a wholly-owned subsidiary of US Holdings, is
referred to herein as "TXU Energy".
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Exchangeable Subordinated Notes
TXU Energy has signed an agreement to issue $750 million of
exchangeable subordinated notes to funds affiliated with DLJ Merchant Banking
Partners III, L.P. The transaction is expected to close on or about November 22,
2002 subject to the satisfaction of various closing conditions. The net proceeds
will be used to repay debt and for other general corporate purposes.
The notes will mature in ten years, bear interest at the rate of nine
percent per annum and permit the deferral of interest payments. The notes may be
exchanged at any time for TXU Corp. common stock at an exercise price of $13.15
per share. The number of shares of TXU Corp. common stock that may be issuable
upon the exercise of the exchange right is determined by dividing the principal
amount of notes to be exchanged by the exercise price. On the basis of the
current outstanding amount of TXU Corp. common stock, the shares to be issued
would represent approximately 17 percent of the TXU Corp. common stock on a
fully diluted basis. The exercise price and the number of shares to be issued
are subject to anti-dilution adjustments.
The notes are subordinated to all other TXU Energy obligations. TXU
Energy has the right to require the holder of the notes to exchange its interest
in the notes for a preferred equity interest in TXU Energy with economic and
other terms substantially identical to the notes. TXU Energy has 180 days after
the closing to consummate such an exchange.
The noteholders will have the right to designate one member on the
board of managers at TXU Energy and the right to nominate for election one board
member to the TXU Corp. board of directors.
The TXU Energy notes and the TXU Corp. common stock have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements. TXU Corp. has agreed to cause the TXU Corp. common
stock to be registered under the Securities Act.
Special Shareholders Meeting
On November 15, 2002, the board of directors of TXU Corp. authorized a
special meeting of shareholders for the purpose of approving a transfer of a
portion of TXU Corp.'s shareholders' equity from stated capital into surplus, in
accordance with the Texas Business Corporation Act. The location and time of the
meeting will be established, and a proxy statement soliciting such shareholder
approval will be distributed to shareholders, at a later date.
SEC Inquiry
On November 15, 2002, TXU Corp. received an informal data request from
the Securities and Exchange Commission asking TXU Corp. to voluntarily provide
documents related to its recent dividend declaration. TXU Corp. intends to fully
comply with the request and does not anticipate any adverse consequences.
TXU Europe Limited
On November 19, 2002, TXU Europe Limited and several of its
subsidiaries were placed under the administration process in the United Kingdom
(similar to bankruptcy proceedings in the US). As reported in the TXU Corp.
Form 8-K, dated November 5, 2002 and Form 10-Q for the quarterly period ended
September 30, 2002, TXU Corp. does not expect that any of the proceeds resulting
from the administration process will be available to TXU Corp. TXU Corp. has no
intention to continue to fund the operations or any obligations of TXU Europe or
its subsidiaries beyond its investment balance.
ITEM 7. EXHIBITS
Exhibit No. Description
99(a) Press Release dated November 18, 2002
FORWARD-LOOKING STATEMENTS
This report and other presentations made by TXU Corp. and/or US
Holdings contain forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. Although TXU Corp. and US
Holdings 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 section of Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations in TXU Corp.'s and US
Holdings' Annual Reports on Form 10-K for the year ended December 31, 2001 and
factors contained in the Risk Factors that May Affect Future Results and
Forward-Looking Statements sections of Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations in TXU Corp.'s, and US
Holdings' Quarterly Reports on Form 10-Q for the quarterly period ended
September 30, 2002, as well as various regulatory issues; general industry
trends; changes in business strategy or development plans; changes in, or
failure or inability to comply with, governmental regulations, including,
without limitation, environmental regulations; global financial and credit
market conditions; unanticipated changes in operating expenses and capital
expenditures; legal and administrative proceedings and settlements; inability of
the various counterparties to meet their obligations with respect to financial
instruments; changes in tax laws; credit rating agency actions; among others
that could cause the actual results of TXU Corp. or US Holdings 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 Corp. nor US Holdings 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 Corp. or US Holdings 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 actual results to differ materially from those contained
in any forward-looking statement.
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/ Kirk R. Oliver
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Name: Kirk R. Oliver
Title: Treasurer and Assistant
Secretary
Date: November 21, 2002
TXU US HOLDINGS COMPANY
By: /s/ Kirk R. Oliver
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Name: Kirk R. Oliver
Title: Treasurer and Assistant
Secretary
Date: November 21, 2002