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 28, 2004
------------------------------
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
------------------------------
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))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 28, 2004, Texas Genco Holdings, Inc. ("Texas Genco")
reported third quarter 2004 earnings. For additional information regarding Texas
Genco's third quarter 2004 earnings, please refer to Texas Genco's press release
attached to this report as Exhibit 99.1 (the "Press Release"), which Press
Release is incorporated by reference herein. The information in the Press
Release is being furnished, not filed, pursuant to Item 2.02. Accordingly, the
information in the Press Release 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 therein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The exhibit listed below is furnished pursuant to Item 2.02 of this
Form 8-K.
(c) Exhibits.
99.1 Press Release issued October 28, 2004 regarding Texas
Genco Holdings, Inc.'s third quarter 2004 earnings.
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: November 3, 2004 By: /s/ James S. Brian
---------------------------------
James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ ----------------------------------------------------------------------
99.1 Press Release issued October 28, 2004 regarding Texas Genco Holdings,
Inc.'s third quarter 2004 earnings