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 27, 2003
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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
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ITEM 5. OTHER EVENTS.
MANAGEMENT CONFERENCE CALL
On January 27, 2003, executives of Texas Genco Holdings, Inc. (Texas
Genco) hosted a live webcast of a conference call at 1:30 p.m. CST in which they
presented a general overview of Texas Genco's business. A copy of the slide
presentation (Slide Presentation) given during the call is attached to this
report as Exhibit 99.1. The Slide Presentation (other than the slides captioned
"Financial Policy," "Capital Program," "2003 Guidance" and "Investment
Highlights") is incorporated by reference herein. A replay of the call can be
accessed approximately two hours after the completion of the call, and will be
archived at www.txgenco.com/Investor.html for 14 days.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Texas Genco Slide Presentation
99.2 Press Release issued January 27, 2003
ITEM 9. REGULATION FD DISCLOSURE.
2003 EARNINGS GUIDANCE
On January 27, 2003, Texas Genco issued a press release (Press Release)
providing preliminary earnings guidance for 2003 in the range of $1.10 to $1.30
per share. A copy of the Press Release is attached to this report as Exhibit
99.2. The Press Release and the slides captioned "Financial Policy," "Capital
Program," "2003 Guidance" and "Investment Highlights" included in the Slide
Presentation are incorporated by reference herein. The information in Item 9 of
this report is being furnished, not filed, pursuant to Regulation FD.
Accordingly, the information in Item 9 of this report will not be incorporated
by reference into any registration statement filed by Texas Genco under the
Securities Act of 1933, as amended, unless specifically identified therein as
being incorporated by reference. The furnishing of the information in this
report is not intended to, and does not, constitute a determination or admission
by Texas Genco, that the information in this report is material or complete, or
that investors should consider this information before making an investment
decision with respect to any security of Texas Genco or any of its affiliates.
FORWARD-LOOKING STATEMENTS
Some of the statements in this report and the exhibits hereto are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify forward-looking
statements by the words "anticipates," "believes," "continue," "could,"
"estimates," "expects," "forecast," "goal," "intends," "may," "objective,"
"plans," "potential," "predicts," "projection," "should," "will," or other
similar words.
Texas Genco has based its forward-looking statements on its
management's beliefs and assumptions based on information available at the time
the statements are made. Texas Genco cautions you that assumptions, beliefs,
expectations, intentions and projections about future events may and often do
vary materially from actual results. Therefore, actual results may differ
materially from those expressed or implied by Texas Genco's forward-looking
statements. You should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as of the date of the particular
statement, and Texas Genco undertakes no obligation to update or revise publicly
any forward-looking statements.
In addition to the matters described in this report and the exhibits
hereto, the following are some of the factors that could cause actual results to
differ materially from those expressed or implied in Texas Genco's
forward-looking statements:
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o state and federal legislative and regulatory developments, including
deregulation, re-regulation and restructuring of the ERCOT market, and
changes in or application of environmental and other laws and regulations
to which Texas Genco is subject,
o the effects of competition, including the extent and timing of the entry of
additional competitors in the ERCOT market,
o the results of Texas Genco's capacity auctions,
o the timing and extent of changes in commodity prices, particularly natural
gas,
o weather variations and other natural phenomena,
o Texas Genco's access to capital and credit,
o political, legal and economic conditions and developments in the United
States, and
o other factors discussed in Texas Genco's other filings with the SEC.
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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.
TEXAS GENCO HOLDINGS, INC.
Date: January 27, 2003 By: /s/ Rufus S. Scott
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Rufus S. Scott
Vice President,
Deputy General Counsel and
Assistant Corporate Secretary
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Texas Genco Slide Presentation
99.2 Press Release issued January 27, 2003
</Table>
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