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): APRIL 24, 2003
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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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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
99.1 Transcript of remarks given by Marianne Paulsen,
David M. McClanahan, Gary Whitlock and David Tees
during conference call conducted by Texas Genco on
April 24, 2003
99.2 Transcript of question and answer session during
conference call conducted by Texas Genco on April 24,
2003
ITEM 9. REGULATION FD DISCLOSURE (PROVIDED UNDER ITEM 12).
On April 24, 2003, Texas Genco Holdings, Inc. ("Texas Genco") held a
conference call to discuss its first quarter 2003 results. Transcripts of the
remarks given by Marianne Paulsen, David M. McClanahan, Gary L. Whitlock and
David Tees and of the question and answer session during the conference call are
attached to this report as Exhibits 99.1 and 99.2, respectively, and are
incorporated by reference herein. In accordance with SEC Release No. 33-8216,
this information, required to be furnished under Item 12 "Results of Operations
and Financial Condition," is instead furnished under Item 9 "Regulation FD
Disclosure" and is incorporated by reference herein. This information is being
furnished, not filed, pursuant to Item 12. Accordingly, this information 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. The furnishing of
the information in this report is not intended to, and does not, constitute a
determination or admission by Texas Genco, that the information in this report
is material or complete, or that investors should consider this information
before making an investment decision with respect to any security of Texas Genco
or any of its affiliates.
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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: May 1, 2003 By: /s/ JAMES S. BRIAN
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James S. Brian
Senior Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99.1 Transcript of remarks given by Marianne Paulsen, David
M. McClanahan, Gary L. Whitlock and David Tees during
conference call conducted by Texas Genco on April 24,
2003
99.2 Transcript of question and answer session during
conference call conducted by Texas Genco on April 24,
2003
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