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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 III
(Exact name of registrant as specified in its Trust Agreement)
Delaware
(State of incorporation or organization)
To Be Applied For
(I.R.S. Employer Identification 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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8.00% Quarterly Income Preferred New York Stock Exchange
Securities ("QUIPS(SM)")(and the
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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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 8.00% Quarterly Income
Preferred SecuritiesS(Preferred Securities), of TU Electric Capital III, a
Delaware business trust. The Preferred Securities represent undivided beneficial
interests in the assets of TU Electric Capital III 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-3 of the
Company and TU Electric Capital III (Registration Nos. 33-64211 and 33-64211-01)
filed with the Securities and Exchange Commission (Commission) on November 14,
1995 and amended by Amendment No. 1 filed with the Commission on December 5,
1995. Such registration statement, as so amended (Registration Statement),
became effective on December 6, 1995. The particular terms of the Preferred
Securities and Guarantee are described in the Prospectus, dated December 6,
1995, filed with the Commission pursuant to Rule 424 of the Securities Act of
1933, as amended, in connection with the Registration Statement. 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 III
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.
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit
Number Description and Method 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 III
(Reg. Nos. 33-64211 and 33-64211-01).
4(a) Certificate of Trust of TU Electric Filed as Exhibit 4(a) to the Registration
Capital III (contained in the Form of Statement of the Company and TU
Amended and Restated Trust Agreement Electric Capital III (Reg. Nos. 33-64211
of TU Electric Capital III) and 33-64211-01).
4(b) Trust Agreement of TU Electric Capital Filed as Exhibit 3(c) to the Registration
III Statement of the Company and TU
Electric Capital III (Reg. Nos. 33-64211
and 33-64211-01).
4(c) Form of Amended and Restated Trust Filed as Exhibit 4(a) to the Registration
Agreement of TU Electric Capital III Statement of the Company and TU
Electric Capital III (Reg. Nos. 33-64211
and 33-64211-01).
4(d) Form of Indenture between the Company Filed as Exhibit 4(b) to the Registration
and The Bank of New York, as Trustee Statement of the Company and TU
Electric Capital I (Reg. Nos. 33-63031
and 33-63031-01).
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(SM) QUIPS is a service mark of Goldman, Sachs & Co.
<PAGE>
4(e) Form of Subordinated Debenture Filed as Exhibit 4(b) to the Registration
(contained in the Form of Indenture) Statement of the Company and TU
Electric Capital I (Reg. Nos. 33-63031
and 33-63031-01).
4(f) Form of Guarantee Agreement Filed as Exhibit 4(c) to the Registration
Statement of the Company and TU
Electric Capital III (Reg. Nos. 33-64211
and 33-64211-01).
5(a) Form of Preferred Security Filed as Exhibit 4(f) to the Registration
Statement of the Company and TU
Electric Capital III (Reg. Nos. 33-64211
and 33-64211-01).
</TABLE>
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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 III
By: /s/ Robert J. Reger, Jr.
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(Authorized Representative)
