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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) - NOVEMBER 22, 2004
TXU CORP.
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) 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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 22, 2004, TXU Corp. (the "Company") entered into an accelerated
share repurchase agreement with Citigroup Global Markets Inc. ("Citigroup") for
the repurchase of 52.5 million shares of its outstanding common stock at an
initial price of $64.57 per share. The Company expects to fund this transaction
with the proceeds from the anticipated closing of an offering of its debt
securities. Citigroup and certain of its affiliates have engaged, and may in the
future engage, in transactions with and perform services for the Company and
certain of its affiliates in the ordinary course of business, including as
lenders under certain of their credit facilities.
The accelerated share repurchase agreement is expected to close on November 26,
2004. The Company has the right to defer the closing of this transaction by five
business days if it has not closed the offering of its debt securities by that
date, and has the right to terminate the accelerated share repurchase agreement
if it has not closed the offering of its debt securities by the end of the five
business day deferral. Under the terms of the accelerated share repurchase
agreement, the Company will repurchase the 52.5 million shares immediately from
Citigroup. Citigroup will then purchase an equivalent amount of shares in the
open-market. Such purchases by Citigroup could take up to ten months or a
shorter period of time depending upon the amount of shares of common stock
purchased by Citigroup on a daily basis. The Company may receive from, or be
required to pay, Citigroup a price adjustment based upon the actual cost of the
shares purchased by Citigroup once such purchases are completed. Such price
adjustment can be settled, at the Company's option, in cash or in shares of its
common stock.
In the event of a default by the Company under the accelerated share repurchase
agreement, including a cross-default relating to certain other Company
indebtedness in a principal amount in excess of $50 million, Citigroup may
terminate or accelerate the transaction. In addition, Citigroup may elect to
terminate or accelerate this transaction in the event, and pro rata to the
extent, that it is no longer able to borrow (or maintain a borrowing of) shares
of the Company's common stock in an amount equal to the number of shares of the
Company's common stock which it has not yet purchased in the open market
pursuant to the accelerated share repurchase agreement. In the event of any such
termination or acceleration, the Company may be required to compensate Citigroup
for any loss it incurs in connection therewith.
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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.
TXU CORP.
By: /s/ Anthony Horton
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Name: Anthony Horton
Title: Senior Vice President
and Treasurer
Dated: November 24, 2004
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