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): DECEMBER 14, 2004
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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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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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On December 14, 2004, Texas Genco Holdings, Inc. ("Texas Genco Holdings")
merged with a wholly owned subsidiary of CenterPoint Energy, Inc. ("CenterPoint
Energy"). As a result of the merger, Texas Genco Holdings became a wholly owned
subsidiary of CenterPoint Energy, and all of Texas Genco Holdings' publicly held
shares (other than shares held by shareholders who validly perfect their
dissenter's rights under Texas law) were converted into the right to receive $47
per share in cash without interest (the "Merger Consideration") and less any
applicable withholding taxes. Also as a result of the merger, the members of
Texas Genco Holdings' board of directors immediately prior to the merger are no
longer directors of Texas Genco Holdings. In connection with the merger, Texas
Genco Holdings entered into a credit agreement under which it borrowed
approximately $716 million on December 14, 2004 to finance the payment of the
aggregate Merger Consideration payable as a result of the merger. Texas Genco
Holdings' shares ceased to be publicly traded as of the close of trading on
December 14, 2004. The merger was part of the first step of the transaction
announced in July 2004 in which Texas Genco LLC (formerly known as GC Power
Acquisition LLC), an entity owned in equal parts by affiliates of The Blackstone
Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas
Pacific Group, agreed to acquire Texas Genco Holdings for approximately $3.65
billion in cash. For additional information regarding the merger, please refer
to the press release attached to this report as Exhibit 99.1, which press
release is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated December 14, 2004.
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: December 16, 2004 By: /s/ James S. Brian
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James S. Brian
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
Exhibit
Number Exhibit Description
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99.1 Press Release dated December 14, 2004