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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) - October 1, 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.)
TXU Gas Company
(Exact name of registrant as specified in its charter)
TEXAS 1-3183 75-0399066
(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)
Registrants' telephone number, including Area Code - 214-812-4600
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ITEM 8.01 OTHER EVENTS.
On October 1, 2004, TXU Corp. completed the merger transaction whereby
Atmos Energy Corporation acquired the operations of TXU Gas Company ("TXU Gas")
for cash proceeds of $1.905 billion. TXU Corp. plans to use the proceeds to
repay debt. The estimated net proceeds from the sale are expected to approximate
the carrying value of the net assets sold.
Prior to the close of the merger transaction, TXU Gas called for
redemption all of the outstanding shares of its Adjustable Rate Cumulative
Preferred Stock, Series F (liquidation preference $1,000 per share) ("Series F
Preferred Stock").
The redemption will result in the simultaneous redemption by
Computershare Trust Company, Inc., as Depositary Agent, of all of the
outstanding Depositary Preferred Shares, Series F, each representing a
one-fortieth interest in a share of Series F Preferred Stock ("Depositary
Shares"). The Redemption Date is November 5, 2004 ("Redemption Date") and the
"Redemption Price" is $25.00 per Depositary Share, plus unpaid accumulated
dividends, if any, to the Redemption Date. Prior to the close of the merger
transaction, TXU Gas Company irrevocably deposited with JPMorgan Chase Bank an
amount sufficient to pay the Redemption Price.
In addition, prior to the close of the merger transaction, TXU Gas
irrevocably deposited with the applicable trustees an aggregate of approximately
$450 million for the defeasance of all of its outstanding debt securities, which
are as follows: 7 1/8% Notes due June 15, 2005 ($150 million), Remarketed Reset
Notes due January 1, 2008 ($125 million) and Floating Rate Capital Securities
($150 million). The Floating Rate Capital Securities will be redeemed on October
31, 2004, and the Remarketed Reset Notes due January 1, 2008 will be redeemed on
July 1, 2005. The 7 1/8% Notes due 2005 will be repaid at maturity.
As a result of the transactions described above, TXU Gas' reporting
obligations under the Securities Exchange Act of 1934, as amended, will be
suspended.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements,
which are subject to various risks and uncertainties. Discussion of risks and
uncertainties that could cause actual results to differ materially from
management's current projections, forecasts, estimates and expectations is
contained in TXU Corp.'s SEC filings on Forms 10-K and 10-Q.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, each registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
TXU CORP.
By: /s/ Stanley J. Szlauderbach
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Name: Stanley J. Szlauderbach
Title: Assistant Controller
Dated: October 5, 2004
TXU GAS COMPANY
By: /s/ Stanley J. Szlauderbach
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Name: Stanley J. Szlauderbach
Title: Assistant Controller
Dated: October 5, 2004
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