-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGOeeMczuzkXpl/qpoLfCk+HrdSbbazG4lChr0yoE/oysd4YNJhG34FBOYAf3kns iiFAqHgptZ6sR/T2wAJqwQ== 0000950120-05-000627.txt : 20050822 0000950120-05-000627.hdr.sgml : 20050822 20050822155945 ACCESSION NUMBER: 0000950120-05-000627 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050822 DATE AS OF CHANGE: 20050822 EFFECTIVENESS DATE: 20050822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU CORP /TX/ CENTRAL INDEX KEY: 0001023291 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 752669310 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-125169 FILM NUMBER: 051041082 BUSINESS ADDRESS: STREET 1: ENERGY PLAZA STREET 2: 1601 BRYAN ST CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148124600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET STREET 2: SUITE 36060 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS UTILITIES CO /TX/ DATE OF NAME CHANGE: 19970805 FORMER COMPANY: FORMER CONFORMED NAME: TUC HOLDING CO DATE OF NAME CHANGE: 19960919 S-8 POS 1 forms8-amnd1.txt AMENDMENT NO. 1 TO FORM S-8 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________________________ FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ TXU CORP. (Exact Name of Registrant as Specified in Its Charter) TEXAS 75-2669310 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201 (Address of Principal Executive Offices) (Zip Code) __________________________ TXU CORP. 2005 OMNIBUS INCENTIVE PLAN (Full title of the Plan) __________________________ ERIC H. PETERSON, ESQ. ROBERT J. REGER, JR., ESQ. Executive Vice President and General Counsel Thelen Reid & Priest LLP Energy Plaza 875 Third Avenue 1601 Bryan Street New York, New York 10022 Dallas, Texas 75201 (212) 603-2000 (214) 812-4600 (Names, Addresses and Telephone Numbers, including Area Codes, of Agents for Service) __________________________ ================================================================================ EXPLANATORY NOTE This post-effective amendment No.1 is being filed for the sole purposes of (i) including an additional consent of independent registered public accounting firm (Deloitte & Touche LLP) with respect to the financial statements of Pinnacle One Partners, L.P., which was inadvertently omitted from the Registration Statement on Form S-8 filed on May 23, 2005 and (ii) filing an updated (x) awareness letter and (y) consent with respect to the financial statements of TXU Corp., of Deloitte and Touche LLP, each of which was originally filed with the Registration Statement on May 23, 2005. No other changes are being made. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. 15 Awareness Letter of Independent Registered Public Accounting Firm. 23(a) Consent of Deloitte & Touche LLP, independent Registered Public Accounting Firm (TXU Corp.) 23(c) Consent of Deloitte & Touche LLP, independent Registered Public Accounting Firm (Pinnacle One Partners, L.P.) 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment No.1 to the registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on this 22nd day of August, 2005. TXU CORP. By: * ------------------------------------ (C. John Wilder, Chairman, President and CEO) Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No.1 to the registration statement on Form S-8 has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- * Principal Executive August 22, 2005 - --------------------------------- Officer and Director (C. John Wilder, Chairman, President and CEO) * Principal Financial August 22, 2005 - --------------------------------- Officer (Kirk R. Oliver, Executive Vice President and Chief Financial Officer) * Principal Accounting August 22, 2005 - --------------------------------- Officer (Stanley J. Szlauderbach, Senior Vice President and Controller) * Director August 22, 2005 - --------------------------------- (E. Gail de Planque) * Director August 22, 2005 - --------------------------------- (William M. Griffin) * Director August 22, 2005 - --------------------------------- (Kerney Laday) * Director August 22, 2005 - --------------------------------- (Jack E. Little) * Director August 22, 2005 - --------------------------------- (Erle Nye) * Director August 22, 2005 - --------------------------------- (J.E. Oesterreicher) * Director August 22, 2005 - --------------------------------- (Michael W. Ranger) * Director August 22, 2005 - --------------------------------- (Herbert H. Richardson) * By: /s/ Eric H. Peterson --------------------------- Eric H. Peterson Attorney-in-Fact 3 INDEX TO EXHIBITS EXHIBIT - ------- 15 Awareness Letter of Independent Registered Public Accounting Firm. 23(a) Consent of Independent Registered Public Accounting Firm (TXU Corp.) 23(c) Consent of Independent Registered Public Accounting Firm (Pinnacle One Partners, L.P.) 4 EX-15 2 ex15.txt EX. 15 - ACCOUNTING FIRM AWARENESS LETTER EXHIBIT 15 TXU Corp. 1601 Bryan Street Dallas, TX 75201 We have made a review, in accordance with the standards of the Public Company Accounting Oversight Board (United States), of the unaudited condensed consolidated interim financial information of TXU Corp. and subsidiaries for the three-month periods ended March 31, 2005 and 2004, and have issued our report dated May 9, 2005, and for the six-month periods ended June 30, 2005 and 2004, and have issued our report dated August 5, 2005. As indicated in such reports, because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005, are being incorporated by reference in this Registration Statement. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. We have made a review, in accordance with the standards of the Public Company Accounting Oversight Board /s/ Deloitte & Touche, LLP Dallas, Texas August 18, 2005 EX-23 3 ex23a.txt EX. 23(A) - DELOITTE & TOUCHE CONSENT (TXU CORP.) EXHIBIT 23(a) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post Effective Amendment No. 1 to Registration Statement No. 333-125169 of TXU Corp. on Form S-8 of our report relating to the financial statements of TXU Corp. dated March 16, 2005, except for Note 21 as to which the date is June 8, 2005 (which report includes explanatory paragraphs related to the Company's change in method of accounting for stock based compensation with the election to early adopt Statement of Financial Accounting Standards No. 123 (revised 2004) Share-Based Payment and the rescission of Emerging Issues Task Force Issue No. 98-10, Accounting for Contracts Involved in Energy Trading and Risk Management Activities and the restatement of the statements of cash flows for the three years in the period ended December 31, 2004) and our report relating to the management's report on the effectiveness of internal control over financial reporting dated March 16, 2005, appearing in the Annual Report on Form 10-K/A, as amended, of TXU Corp. for the year ended December 31, 2004. /s/ Deloitte & Touche, LLP Dallas, Texas August 18, 2005 EX-23 4 ex23c.txt EX. 23(C) - DELOITTE & TOUCHE CONSENT (PINNACLE) EXHIBIT 23(c) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No.1 to Registration Statement No. 333-125169 of TXU Corp. on Form S-8 of our report on the consolidated financial statements of Pinnacle One Partners, L.P. and subsidiaries as of and for the years ended December 31, 2002 and 2001, dated March 21, 2003, except for Note 14, as to which the date is March 11, 2004 (which report expresses an unqualified opinion and contains an explanatory paragraph relating to the adoption of Statement of financial Accounting Standards No. 142 as described in Note 1 of the Notes to the Financial Statements), appearing in the Annual Report on Form 10-K/A, as amended, of TXU Corp. for the year ended December 31, 2004. /s/ Deloitte & Touche, LLP Dallas, Texas August 18, 2005 -----END PRIVACY-ENHANCED MESSAGE-----