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