<PAGE>
As filed with the Securities and Exchange Commission on April 3, 1997.
Registration No. 333-________
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
______________________
LONE STAR ENERGY PLANT OPERATIONS, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 75-2421863
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1817 WOOD STREET
DALLAS, TEXAS 75201-5598
(Address of principal Executive Offices)
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN (ENVE$T)
EMPLOYEE STOCK OPTION PLAN
REVISED AND AMENDED 1996 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
and
RESTRICTED STOCK AGREEMENT
(Full title of the Plans)
W. T. SATTERWHITE, ESQ.
300 South St. Paul Street
Dallas, Texas 75201-5598
(214)651-8700
(Name, address and telephone number of agent for service)
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share* Price* Fee
---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$1.00 par value 6,313,432 shares $8.875 $56,031,709 $16,980
---------------------------------------------------------------------------
</TABLE>
*Pursuant to Rule 457(f)(1), the registration fee was computed on the
basis of the market value of the Common Stock of Enserch Exploration, Inc.
(EEX) which underlies the securities registered under the Plans and which
is to be converted in the merger of EEX with and into the Registrant, and
is computed in accordance with Rule 457(c) on the basis of the average of
the high and low prices per share of such stock quoted on the New York
Stock Exchange Consolidated Transactions Tape on April 1, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plans described herein.
- ---------------------------------------------------------------------------
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the
registration statement:
(a) The Registrant's latest Annual Report and the Plan's
latest Annual Report, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934, or the latest prospectus filed pursuant to Rule
424(b) under the Act that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have
been filed.
(b) All other reports filed by the Registrant or Plan
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934 since the end of the fiscal year covered by the Annual Reports
or the prospectus referred to in (a) above.
(c) The descriptions of the Registrant's Common Stock which
are contained in the Registrant's registration statements filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or reports filed for the purpose of updating such
descriptions.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to the Registration
Statement which indicates that all of the shares of Common Stock offered
have been sold or which deregisters all of such shares then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
COMMON STOCK
Subject to the rights of the holders of any Preferred Stock that may
be outstanding from time to time and except as otherwise provided by law,
holders of the Registrant's Common Stock will be entitled to receive such
dividends as are declared by the Registrant's Board from any funds legally
available therefor, to cast one vote for each share on all matters voted
upon by shareholders, including election of directors (cumulative voting
being prohibited), and to share ratably in assets available for
distribution upon any liquidation. Holders of the Registrant's Common
Stock will have no preemptive rights and will not be subject to any further
call or assessment, and the Registrant's Common Stock is not subject to
redemption.
Generally, holders of the Registrant's Common Stock will be entitled
to elect all members of the Registrant's Board and vote upon all matters
put to a shareholder vote. However, any of the Registrant's Preferred
Stock that may be issued in the future may have voting rights. Cumulative
voting for the election of directors is prohibited by the Registrant's
Articles.
Registrant's Common Stock to be issued upon consummation of the
Merger will be approved for listing on the New York Stock Exchange under
the symbol "EEX" pending receipt of notice of issuance.
The Transfer Agent and Registrar of the Registrant's Common Stock is
Harris Trust Company of New York, New York.
STOCK OWNERSHIP RESTRICTIONS
The Mineral Lands Leasing Act of 1920, as amended, provides that
citizens of another country, the laws, customs or regulations of which deny
similar or like privileges to citizens or corporations of the United
States, shall not by stock ownership, stock holding or stock control, own
any interest in any gas, oil or other lease acquired thereunder. The
Registrant is not aware of any country to which this restriction would be
applicable. Nevertheless, the Registrant's Bylaws will contain provisions
that restrict transfer of the Registrant's capital stock to, and suspend
voting, dividend and distribution rights of, any persons who would cause
the Registrant to be disqualified under any applicable federal or state law
from owning or leasing interests in lands or leases or otherwise conducting
its business.
REGISTRANT'S RIGHTS AGREEMENT
There will be attached to each share of the Registrant's Common Stock
one right (a "Right") to purchase from the Registrant a unit consisting of
two-hundredths of a share (a "Unit") of $200 Series A Junior Participating
Preferred Stock, without par value (the "Preferred Stock"), at a purchase
price of $45 per Unit, subject to adjustment in certain events (the
"Purchase Price"). The following description of the Rights (i) is a
summary and does not purport to be complete and (ii) gives effect to the
consummation of the Distribution. Reference is also made to the more
detailed provisions of, and such description is qualified in its entirety
by reference to, the Registrant Rights Agreement.
Initially, the Rights will be attached to all certificates
representing outstanding shares of the Registrant's Common Stock, including
the shares of the Registrant's Common Stock issued in the Distribution, and
no separate certificates for the Rights ("Rights Certificates") will be
distributed. The Rights will separate from the Registrant's Common Stock
and a "Distribution Date" will occur upon the earlier of (i) ten days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 18% or more of the outstanding
shares of the Registrant's Common Stock other than as a result of the
Distribution (the date of the announcement being the "Stock Acquisition
Date"), or (ii) ten business days (or such later date as may be determined
by the Registrant's Board before the Distribution Date occurs) following
the commencement of a tender offer or exchange offer that would result in a
person's becoming an Acquiring Person. Until the Distribution Date, (a)
the Rights will be evidenced by the certificates representing the
Registrant's Common Stock and will be transferred with and only with such
certificates, (b) certificates representing the Registrant's Common Stock
will contain a notation incorporating the Registrant's Rights Agreement by
reference and (c) the surrender for transfer of any certificate for the
Registrant's Common Stock will also constitute the transfer of the Rights
associated with the stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on September 10, 2006, unless earlier
redeemed or exchanged by Registrant as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Registrant's Common
Stock as of the close of business on the Distribution Date and, from and
after the Distribution Date, the separate Rights Certificates alone will
represent the Rights. All shares of the Registrant's Common Stock issued
prior to the Distribution Date will be issued with Rights. Shares of the
Registrant's Common Stock issued after the Distribution Date in connection
with certain employee benefit plans or upon conversion of certain
securities will be issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person (except pursuant to a tender or exchange offer for all outstanding
shares of the Registrant's Common Stock at a price and on terms that a
majority of the directors of the Registrant who are not officers or
employees of the Registrant and who are not representatives, nominees,
affiliates or associates of the Acquiring Person determines to be fair to
and otherwise in the best interests of the Registrant and its shareholders
(a "Permitted Offal")), each holder of a Right will thereafter have the
right to receive, upon exercise of such Right, a number of shares of the
Registrant's Common Stock (or, in certain circumstances, cash, property or
other securities of the Registrant) having a Current Market Price (as
defined in the Registrant's Rights Agreement) equal to two times the
Purchase Price of the Right. Notwithstanding the foregoing, following the
occurrence of any Flip-In Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person (or by certain related parties) will be null and
void in the circumstances set forth in the Registrant's Rights Agreement.
However, the Rights are not exercisable following the occurrence of any
Flip-In Event until such time as the Rights are no longer redeemable by
Registrant as set forth.
In the event (a "Flip-Over Event") that, at any time on or after the
Stock Acquisition Date, (i) the Registrant is acquired in a merger or other
business combination transaction (other than certain mergers that follow a
Permitted Offer), or (ii) 50% or more of the Registrant's assets or earning
power is sold or transferred, each holder of a Right (except Rights that
previously have become void as set forth above) shall thereafter have the
right to receive, upon exercise, a number of shares of common stock of the
acquiring company having a Current Market Price equal to two times toe
Purchase Price of the Right. Flip-In Events and Flip-Over Events are
collectively referred to as "Triggering Events."
The Purchase Price payable, and the number of Units of Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the Preferred
Stock are granted certain rights or warrants to subscribe for Preferred
Stock or certain convertible securities at less than the current market
price of the Preferred Stock, or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness, cash or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units win be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Stock on the last trading date prior to the date of exercise. Pursuant to
the Registrant's Rights Agreement, the Registrant reserves the right to
require prior to the occurrence of a Triggering Event that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
At any time until ten days following the Stock Acquisition Date, the
Registrant may redeem the Rights in whole, but not in part, at a price of
$.01 per Right, payable, at the option of the Registrant, in cash, shares
of the Registrant's Common Stock or such other consideration as the
Registrant's Board may determine. Immediately upon the effectiveness of
the action of the Registrant's Board ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be
to receive the S.01 redemption price.
The Rights will have certain and-takeover effects. The Rights will
cause substantial dilution to any person or group that attempts to acquire
the Registrant without the approval of the Registrant's Board. As a
result, the overall effect of the Rights may be to render more difficult or
discourage any attempt to acquire the Registrant even if such acquisition
may be favorable to the interests of the Registrant's shareholders.
Because the Registrant's Board can redeem the Rights or approve a Permitted
Offer, the Rights should not interfere with a merger or other business
combination approved by the Registrant's Board. The Rights have been
distributed prior to consummation of the Distribution to protect the
Registrant's shareholders from coercive or abusive takeover tactics and to
give the Registrant's Board more negotiating leverage in dealing with
prospective acquirers.
ANTI-TAKEOVER PROVISIONS
The Registrant's Bylaws contain provisions requiring that advance
notice be delivered to the Registrant of any business to be brought by a
shareholder before an annual meeting of shareholders and providing for
certain procedures to be followed by shareholders in nominating persons for
election to the Registrant's Board.
The Registrant's Articles provide that the number of directors of the
Registrant shall be fixed from time to time by the Registrant's Board by
the affirmative vote of not less than a majority of the Continuing
Directors (as defined below), but shall not be less than three, subject to
such rights to elect additional directors under such circumstances as may
be granted to holders of the Registrant's Preferred Stock. The
Registrant's Articles further provide that directors shall be elected by
the affirmative vote of holders of a majority of the outstanding shares
entitled to vote in the election of directors. Subject to the rights to
elect directors under special circumstances that may be granted to holders
of the Registrant's Preferred Stock, directorships resulting from an
increase in the number of directors and any vacancies on the Registrant's
Board may be filled solely by the affirmative vote of the majority of the
Continuing Directors even though less than a quorum.
The Registrant's Articles provide that any action required or
permitted to be taken by the shareholders of the Company must be effected
at a duly called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders. Subject to such rights
to call special meetings of shareholders as may be granted to the holders
of the Registrant's Preferred Stock, special meetings of the shareholders
may be called by the Chairman of the Registrant's Board, by the President,
by not less than a majority of Continuing Directors or by holders of not
less than 50% of the outstanding shares entitled to vote at the meeting.
The Registrant's Articles provide that the power to alter, amend or repeal
the bylaws or adopt new bylaws shall be vested in, and shall require the
approval of, the affirmative vote of not less than a majority of the
Continuing Directors; provided, however, that any bylaw or amendment
thereto adopted by the Registrant's Board may be altered, amended,
suspended or repealed by a 66 2/3% vote of the shareholders entitled to
vote in the election of directors. Under the Registrant's Articles (i) a
"Continuing Director" is a director who is not an affiliate or associate of
a Related Person (as defined below) and was a director of the Registrant
prior to the time that the Related Person became such and any successor
director who is recommended by a majority of the Continuing Directors and
is not affiliated with a Related Person, and (ii) a "Related Person" is any
person or group that is the beneficial owner of not less than 10% of the
outstanding voting stock.
The Registrant's Articles also contain a "fair price" provision that
applies to certain business combination transactions involving any Related
Person. The "fair price" provision requires the affirmative vote of the
holders of (i) not less than 80% of the voting stock of the Registrant
and (ii) not less than 50% of the voting stock of the Registrant not
beneficially owned by the Related Person, to approve certain transactions
between the Related Person and the Registrant or its subsidiaries,
including any merger, consolidation or share exchange, any sale, lease,
exchange, pledge or other disposition of assets of the Registrant or its
subsidiaries having a fair market value of at least $5 million, any
transfer or issuance of securities of the Registrant or any of its
subsidiaries, any adoption of a plan or proposal by the Registrant of
voluntary liquidation or dissolution of the Registrant, certain
reclassifications of securities or recapitalization of the Registrant or
certain other transactions, in each case involving the Related Person.
This voting requirement will not apply to certain transactions, including
(a) any merger or consolidation within one year of the person being a
Related Person where the cash or fair market value of property to be
received by the holders of the Registrant's capital stock is not less than
the highest price per share paid by the Related Person in acquiring any of
its holdings, or (b) any transaction approved by the Registrant's
continuing directors (as defined in the Registrant's Articles). This
provision could have the effect of delaying or preventing a change in
control of the Registrant in a transaction or series of transactions that
did not satisfy the "fair price" criteria.
Pursuant to Article Eleven of the Registrant's Articles, the
provisions of the Registrant's Articles relating to the Board of Directors,
the limitation of actions taken by written consent, the calling of special
meetings, the amendment of the Registrant's Bylaws and the "fair price"
provision may be amended only by the affirmative vote of the holders of at
least 75% of the aggregate voting power of the outstanding capital stock of
the Registrant entitled to vote for the election of directors. Amendments
to Article Eleven of the Registrant's Articles and to the "fair price"
provisions require, in addition, the affirmative vote of the holders of not
less than 50% of the aggregate voting power of the outstanding capital
stock of the Registrant, excluding the vote of any shares owned by a
Related Person (such 50% voting requirement shall not be applicable if the
amendment is approved by the affirmative vote of the holders of not less
than 90% of such voting stock).
The foregoing provisions of the Registrant's Articles and the
Registrant's Bylaws, together with the Registrant's Rights Agreement, could
have the effect of delaying, deferring or preventing a change in control of
the Registrant or the removal of existing management, of deterring
potential acquirers from making an offer to shareholders of the Registrant
and of limiting any opportunity to realize premiums over prevailing market
prices for the Registrant's Common Stock in connection therewith. This
could be the case notwithstanding that a majority of the Registrant's
shareholders might benefit from such a change in control or offer.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Restated Articles of Incorporation provide that, to
the fullest extent permitted by Texas law, directors of the Registrant will
not be liable to the Registrant or its shareholders for monetary damages
for any act or omission occurring in their capacity as a director. Texas
law does not currently authorize the elimination or limitation of the
liability of a director to the extent the director is found liable for
(i) any breach of the director's duty of loyalty to the Registrant or its
shareholders, (ii) acts or omissions not in good faith that constitute a
breach of duty of the director to the Registrant or which involve
intentional misconduct or a knowing violation of law, (iii) transactions
from which the director received an improper benefit, whether or not the
benefit resulted from an action taken within the scope of the director's
office or (iv) acts or omissions for which the liability of a director is
expressly provided by an applicable statute.
The Registrant's Articles and Bylaws grant mandatory indemnification
to directors and officers of the Registrant to the fullest extent
authorized under the Texas Business Corporation Act (the "TBCA"). Under
the TBCA, a Texas corporation may in general indemnify a director or
officer who was, is or is threatened to be made a named defendant or
respondent in a proceeding by virtue of his position in the corporation if
he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, in the case of
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. Further, a Texas corporation may indemnify a director or officer
in an action brought by or in the right of the corporation only if such
director or officer was not found liable to the corporation, unless or only
to the extent that a court finds him to be fairly and reasonably entitled
to indemnity for such expenses as the court deems proper, within statutory
limits.
The above discussion of the Registrant's Articles of Incorporation
and Bylaws and of the TBCA is not intended to be exhaustive and is
qualified in its entirety by the Articles of Incorporation and Bylaws and
the TBCA.
The Registrant maintains director and officer liability insurance
providing insurance protection for specified liabilities under specified
terms.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
No. Description
4.1* Articles of Incorporation of Registrant.
4.2* Bylaws of the Registrant as currently in effect.
5 Opinion of W. T. Satterwhite
23.1 Consent of W. T. Satterwhite (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche.
23.3 Consent of DeGolyer & MacNaughton.
24 Power(s) of Attorney (included on the signature page of this
Registration Statement).
-----------------
* Previous filed as an exhibit to the Registration Statement of the
Registrant on Form S-4 (No. 333-13241) and incorporated herein and made
a part hereof.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the Registrant's Annual Report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver to
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest Annual Report to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in
the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceedings) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Dallas, State of
Texas on the 3rd day of April, 1997.
ENSERCH Corporation
By /s/ D. R. Martin
-------------------------
D. R. Martin, President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
each of D. R. Martin, T. M Hamilton and M. G. Fortado as his true and
lawful attorney-in-fact and agent, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ D. W. Biegler Director April 3, 1997
-------------------------
D. W. Biegler
/s/ D. R. Long Director April 3, 1997
-------------------------
D. R. Long
/s/ M. E. Rescoe Director April 3, 1997
-------------------------
M. E. Rescoe
/s/ W. T. Satterwhite Director April 3, 1997
-------------------------
W. T. Satterwhite
/s/ J. W. Pinkerton Vice President and April 3, 1997
------------------------- Controller, Principal
J. W. Pinkerton Accounting Officer
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas and State of Texas on the 3rd day of April, 1997.
EMPLOYEE STOCK PURCHASE
AND SAVINGS PLAN (ENVE$T)
By /s/ M. A. McAdams
------------------------------
M. A. McAdams, Member
<PAGE>
EXHIBIT 5
ENSERCH Corporation
ENSERCH Center
300 South St. Paul W. T. Satterwhite
Dallas, Texas 75201 Senior Vice President
Telephone 214/651-8700 and General Counsel
April 3, 1997
Lone Star Energy Plant Operations, Inc.
1817 Wood Street
Dallas, Texas 75201
Gentlemen:
As Senior Vice President and General Counsel of ENSERCH Corporation, I
have acted in your behalf in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by Lone Star Energy Plant
Operations, Inc. ("LSEPO") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 6,313,432
shares of LSEPO Common Stock, $1.00 par value, for issuance pursuant to the
Employee Stock Purchase and Savings Plan (ENVE$T), the Employee Stock Option
Plan, the Revised and Amended 1996 Stock Incentive Plan, the Non-Qualified
Stock Option Agreement and the Restricted Stock Agreement (the "Plans").
Based upon examination of such corporate records, documents and
questions of law as I have considered it necessary to examine in order to give
this opinion, I am pleased to advise you that in my opinion:
(a) LSEPO has been duly organized and is a validly existing
corporation under the laws of the State of Texas.
(b) The securities being registered will, when sold in
accordance with the terms of the Plans, be legally issued,
fully paid and non-assessable and conform to the statements
made with respect thereto in the Prospectus.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
W. T. Satterwhite
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Lone Star Energy Plant Operations, Inc. on Form S-8 of our report dated
March 25, 1997, appearing in the Annual Report on Form 10-K of Lone Star
Energy Plant Operations, Inc. for the year ended December 31, 1996 and of
our report dated February 10, 1997 (March 7, 1997 as to the third paragraph
of Note 4) appearing in the Annual Report on Form 10-K of Enserch
Exploration, Inc. for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Dallas, Texas
April 4, 1997
<PAGE>
EXHIBIT 23.3
DeGOLYER and MacNAUGHTON
One Energy Square
Dallas, Texas 75206
April 3, 1997
Lone Star Energy Plant Operations, Inc.
1817 Wood Street
Dallas, TX 75201
Gentlemen:
We hereby consent to the incorporation by reference in your
Registration Statement on Form S-8 of the references to our firm and to our
reserves estimates in the Annual Report on Form 10-K (the Annual Report) of
Enserch Exploration, Inc. (the Company) for the year ended December 31,
1996. Our estimates of the oil, condensate, natural gas liquids, and
natural gas reserves of certain properties owned by the Company are
contained in our report entitled "Report as of January 1, 1997 on Reserves
of Certain Properties owned by Enserch Exploration, Inc." References to us
and to our estimates are included in the sections "Business - General -
Recent Developments - Core Areas - and Offshore Activities" and
"Properties" in Part I of the Annual Report and in Note 15 of the "Notes to
Financial Statements" in the Annual Report.
Very truly yours,
DeGOLYER and MacNAUGHTON
