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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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TU ELECTRIC CAPITAL II
(Exact name of registrant as specified in its Trust Agreement)
Delaware To Be Applied For
(State of incorporation (I.R.S. Employer Identification
or organization) No.)
1601 Bryan Street
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be so registered
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9.00% Trust Originated
Preferred Securities (SM)
("TOPrS(SM)")(and the New York Stock Exchange
Guarantee with respect
thereto)
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If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act: None
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The Commission is respectfully requested to send copies of all
notices, orders and communications to:
Robert J. Reger, Jr., Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
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<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The securities to be registered hereby are 9.00% Trust
Originated Preferred Securities (SM)(Preferred Securities), of TU
Electric Capital II, a Delaware business trust. The Preferred
Securities represent undivided beneficial interests in the assets
of TU Electric Capital II and are guaranteed by Texas Utilities
Electric Company (Company), a Texas corporation, to the extent
set forth in the form of the Guarantee Agreement by the Company
to The Bank of New York, as Guarantee Trustee (Guarantee). The
Guarantee is incorporated by reference to Exhibit 4(c) to the
Registration Statement on Form S-4 of the Company and TU Electric
Capital II (Registration Nos. 33-63033 and 33-63033-01) filed
with the Securities and Exchange Commission (Commission) on
September 28, 1995 and amended by Amendment Nos. 1, 2 and 3
thereto, filed with the Commission on October 19, 1995, November
1, 1995 and November 7, 1995, respectively. Such registration
statement, as so amended (Registration Statement), became
effective on November 7, 1995. The particular terms of the
Preferred Securities and Guarantee are described in the
Prospectus, dated November 7, 1995, filed with the Commission
pursuant to Rule 424 of the Securities Act of 1933, as amended,
in connection with the Registration Statement (Prospectus). The
Prospectus and the form of Guarantee are incorporated by
reference herein as set forth in Item 2 below.
Item 2. Exhibits.
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The Preferred Securities described herein are to be
registered on the New York Stock Exchange, on which no other
securities of TU Electric Capital II are registered.
Accordingly, the following Exhibits required in accordance with
Part II to the instructions as to Exhibits to Form 8-A have been
duly filed with the New York Stock Exchange. Each Exhibit was
previously filed as indicated with the Securities and Exchange
Commission and is incorporated herein by reference.
Exhibit Description and Method
Number of Filing
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1(a) The Prospectus Filed pursuant to Rule
424 in connection with
the Registration
Statement of the
Company and TU Electric
Capital II (Reg. Nos.
33-63033 and 33-63033-
01).
4(a) Certificate of Trust of Filed as Exhibit 4(a)
TU Electric Capital II to the Registration
(contained in the Form Statement of the
of Amended and Restated Company and TU Electric
Trust Agreement of TU Capital II (Reg. Nos.
Electric Capital II) 33-63033 and 33-63033-
01).
4(b) Trust Agreement of TU Filed as Exhibit 3(c)
Electric Capital II to the Registration
Statement of the
Company and TU Electric
Capital II (Reg. Nos.
33-63033 and 33-63033-
01).
4(c) Form of Amended and Filed as Exhibit 4(a)
Restated Trust to the Registration
Agreement of TU Statement of the
Electric Capital II Company and TU Electric
Capital II (Reg. Nos.
33-63033 and 33-63033-
01).
4(d) Form of Indenture Filed as Exhibit 4(b)
between the Company and to the Registration
The Bank of New York, Statement of the
as Trustee Company and TU Electric
Capital II (Reg. Nos.
33-63033 and 33-63033-
01).
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(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
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4(e) Form of Subordinated Filed as Exhibit 4(b)
Debenture (contained in to the Registration
the Form of Indenture) Statement of the
Company and TU Electric
Capital II (Reg. Nos.
33-63033 and 33-63033-
01).
4(f) Form of Guarantee Filed as Exhibit 4(c)
Agreement to the Registration
Statement of the
Company and TU Electric
Capital II (Reg. Nos.
33-63033 and 33-63033-
01).
5(a) Form of Preferred Filed as Exhibit 4(f)
Security to the Registration
Statement of the
Company and TU Electric
Capital II (Reg. Nos.
33-63033 and 33-63033-
01).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: December 7, 1995 TU ELECTRIC CAPITAL II
By: /s/ Robert J. Reger, Jr.
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(Authorized Representative)
