-----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, GtG+hD0NQiSRU2Ww/aOaPVdrhiiPd2TxXcnjXjtHEZvd7w3UfIsvxs+9pFZ5Hwu7 X4u4xsrV7YcTUiWuOYI8ow== 0001023291-04-000027.txt : 20040618 0001023291-04-000027.hdr.sgml : 20040618 20040618151437 ACCESSION NUMBER: 0001023291-04-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040616 ITEM INFORMATION: Other events FILED AS OF DATE: 20040618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TXU GAS CO CENTRAL INDEX KEY: 0000033015 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 750399066 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03183 FILM NUMBER: 04870743 BUSINESS ADDRESS: STREET 1: ENERGY PLAZA STREET 2: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148125210 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET STREET 2: SUITE 36056 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: ENSERCH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LONE STAR GAS CO DATE OF NAME CHANGE: 19751015 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12833 FILM NUMBER: 04870742 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 8-K 1 corp8kjune16.txt 8-K REFERENCE TXU GAS COMPANY ================================================================================ 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) - June 16, 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 =============================================================================== ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On June 16, 2004, TXU Corp. announced that its subsidiary, TXU Gas Company (TXU Gas), signed a definitive agreement with Atmos Energy Corporation (Atmos) pursuant to which Atmos will acquire the operations of TXU Gas for $1.925 billion in cash. The transaction is expected to close by the end of the year, subject to the satisfaction of customary closing conditions, review under the Hart-Scott-Rodino Act and Atmos obtaining limited state regulatory approvals. The sales price approximates the book value of the assets to be sold. In connection with the closing of the transaction, TXU Gas expects to redeem all of its outstanding preferred stock and to redeem or defease all of its outstanding debt securities. FORWARD-LOOKING STATEMENTS This report 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 and TXU Gas' SEC filings. In addition to the risks and uncertainties set forth in the such SEC filings, the forward-looking statements in this release could be affected by the ability of the parties to the transaction to obtain all necessary governmental and other approvals and consents. 2 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 ------------------------------------- Name: Stanley J. Szlauderbach Title: Assistant Controller Dated: June 18, 2004 TXU GAS COMPANY By: /s/ John F. Stephens, Jr. ------------------------------------ Name: John F. Stephens, Jr. Title: Assistant Secretary Dated: June 18, 2004 3 -----END PRIVACY-ENHANCED MESSAGE-----