As filed with the Securities and Exchange Commission on December 9, 1997
Registration No. 333-12391
Registration No. 333-32831
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-3
TO
FORM S-4
AND
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
TEXAS UTILITIES COMPANY
FORMERLY KNOWN AS TUC HOLDING COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-2669310
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NO.)
OF INCORPORATION OR
ORGANIZATION)
ENERGY PLAZA
1601 BRYAN STREET
DALLAS, TEXAS 75201
(214) 812-4600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENTS.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT, THE
PROSPECTUS INCLUDED IN THIS POST-EFFECTIVE AMENDMENT NO. 1 IS A
COMBINED PROSPECTUS RELATING TO AN OFFERING OF SECURITIES
REGISTERED UNDER REGISTRATION NO. 333-12391 AND SECURITIES
REGISTERED UNDER REGISTRATION NO. 333-32831.
<PAGE>
EXPLANATORY NOTE
The Registrant is filing this Post-Effective Amendment No. 1
on Form S-3 to amend its Registration Statements on Form S-4
(Registration No. 333-12391) and Form S-3 (Registration No. 333-
32831) in order to provide for distribution of securities
registered thereunder in connection with the conversion of
ENSERCH Corporation's 6-3/8% Convertible Subordinated Debentures
due 2002 into the common stock, without par value, of Texas
Utilities Company.
<PAGE>
Information contained herein is subject to completion or
amendment. Registration Statements relating to these securities
have been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statements, as
amended, become effective. This prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction.
SUBJECT TO COMPLETION, DATED DECEMBER 9, 1997
P R O S P E C T U S
2,900,000 Shares
of
TEXAS UTILITIES COMPANY
COMMON STOCK
Without Par Value
______________________
The 2,900,000 shares covered by this Prospectus have
been reserved for issuance upon conversion of the 6-3/8%
Convertible Subordinated Debentures due 2002 of ENSERCH
Corporation (Debentures). The Debentures entitle the holder
thereof to convert such Debentures into that number of shares of
Texas Utilities Company's (Company) Common Stock, without par
value (Common Stock) obtained by dividing the principal amount of
such Debentures by $38.54, subject to adjustments under certain
conditions.
The Common Stock reserved for issuance upon conversion
of the Debentures is listed on the New York, Chicago and Pacific
stock exchanges.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 1997
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company
or its predecessors with the Securities and Exchange Commission
(Commission) pursuant to the Securities Exchange Act of 1934, as
amended (1934 Act) are incorporated herein by reference:
(a) Annual Report of Texas Energy Industries, Inc.,
formerly Texas Utilities Company (TEI) on Form 10-
K for the year ended December 31, 1996, File No.
1-3591 (1996 TEI 10-K).
(b) Quarterly Reports of TEI on Form 10-Q for the
Quarterly periods ended March 31, 1997, and June
30, 1997, File No. 1-3591 (TEI 10-Q's).
(c) Annual Report of ENSERCH Corporation (ENSERCH) on
Form 10-K for the year ended December 31, 1996,
File No. 1-3183 (1996 ENSERCH 10-K).
(d) Quarterly Reports of ENSERCH on Form 10-Q for the
Quarterly periods ended March 31, 1997, June 30,
1997, and September 30, 1997, File No. 1-3183
(ENSERCH 10-Q's).
(e) Current Reports of ENSERCH on Form 8-K dated
January 14, 1997, March 12, 1997, June 5, 1997,
July 3, 1997, and August 4, 1997, File No. 1-3183.
(f) Quarterly report of the Company on Form 10-Q for
the quarterly period ended September 30, 1997,
File No. 1-12833 (TUC 10-Q).
(g) Current Reports of the Company on Form 8-K dated
August 5, 1997, August 26, 1997 and November 21,
1997, File No. 1-12833.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering hereunder
shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of
such documents. The documents which are incorporated by reference
in this Prospectus are sometimes hereinafter referred to as the
"Incorporated Documents."
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE
INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS
TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO SECRETARY, TEXAS UTILITIES
COMPANY, 2001 BRYAN TOWER, DALLAS, TEXAS 75201, TELEPHONE NUMBER
(214) 812-4600.
2
<PAGE>
AVAILABLE INFORMATION
The Company is, and its predecessors have been, subject to
the informational requirements of the 1934 Act and in accordance
therewith the Company files, and its predecessors have filed,
reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information
filed by the Company and its predecessors can be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission:
Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of
such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. In addition, the Commission
maintains a World Wide Web site (http://www.sec.gov) that
contains reports and other information filed by the Company and
its predecessors. The Common Stock is listed on the New York,
Chicago and Pacific stock exchanges, where reports, proxy
statements and other information concerning the Company may be
inspected. Reports, proxy statements and other information
concerning the Company's predecessors may be inspected at the New
York and Chicago stock exchanges and, in the case of TEI,
formerly Texas Utilities Company, also may be inspected at the
Pacific Stock Exchange.
THE COMPANY AND ITS SUBSIDIARIES
The Company is a Texas corporation organized in 1996 for the
purpose of becoming the holding company for TEI, formerly Texas
Utilities Company, and ENSERCH upon the mergers of TEI and
ENSERCH with wholly owned subsidiaries of the Company (Mergers).
On August 5, 1997, the Mergers became effective and, pursuant to
an Amended and Restated Agreement and Plan of Merger among the
Company, ENSERCH and TEI (Merger Agreement) (i) the Company
changed its name to Texas Utilities Company, (ii) TEI changed
its name from Texas Utilities Company to Texas Energy Industries,
Inc., (iii) all shares of common stock of TEI and of ENSERCH were
converted into shares of common stock, without par value, of the
Company and (iv) the Debentures became convertible into Common
Stock. See PLAN OF DISTRIBUTION.
TEI, a Texas corporation, is a holding company whose
principal subsidiary, Texas Utilities Electric Company (TU
Electric), is an operating public utility company engaged in the
generation, purchase, transmission, distribution and sale of
electric energy in the north central, eastern and western
portions of Texas, an area with a population estimated at
5,890,000. Two other subsidiaries of TEI are engaged directly or
indirectly in electric utility operations: (i) Southwestern
Electric Service Company, which is engaged in the purchase,
transmission, distribution and sale of electric energy in ten
counties in eastern and central parts of Texas, with a population
estimated at 126,900 and (ii) Texas Utilities Australia Pty.
Ltd., which holds the common stock of Eastern Energy Limited, a
company engaged in the purchase, distribution, marketing and sale
of electric energy to approximately 481,000 customers in the
Melbourne area of Australia. Neither Southwestern Electric
Service Company nor Eastern Energy Limited generates any
electricity. Another subsidiary of TEI, Lufkin-Conroe
Communications Co. was acquired by the Company in November 1997
and operates, through its subsidiaries, a local exchange
telephone company and other telecommunications businesses in the
Alto, Conroe and Lufkin areas of Southern Texas. TEI also has
other wholly owned subsidiaries which perform specialized
functions within the Texas Utilities Company system.
ENSERCH, a Texas corporation, is an integrated company
focused on natural gas. Its major business segments are natural
gas pipeline, processing and marketing; natural gas distribution,
and power generation. Through these business segments, ENSERCH
3
<PAGE>
is engaged in (i) owning and operating interconnected natural gas
transmission lines, underground storage reservoirs, compressor
stations and related properties in Texas; gathering and
processing natural gas to remove impurities and extract liquid
hydrocarbons for sale, and the wholesale and retail marketing of
natural gas in several areas of the United States, (ii) owning
and operating approximately 550 local gas utility distribution
systems in Texas, and (iii) developing, financing and operating
electric power generating plants and cogeneration facilities
worldwide and operating thermal energy plants for large building
complexes, such as universities and medical centers, in Texas,
and developing gas distribution systems in Mexico and South
America.
Texas Utilities Services Inc. (TU Services) provides
financial, accounting, information technology, environmental
services, customer services, personnel, procurement and other
administrative services at cost to the Texas Utilities Company
system. TU Services, acting under the name of Texas Utilities
Shareholder Services, is transfer agent, registrar and dividend
paying agent with respect to the Common Stock and the preferred
stock and preferred securities of TU Electric and is also agent
for participants under the Company's Direct Stock Purchase and
Dividend Reinvestment Plan.
The principal executive offices of the Company are located at
1601 Bryan Street, Dallas, Texas 75201-3411; the telephone number
is (214) 812-4600.
USE OF PROCEEDS
The Common Stock reserved for issuance upon conversion of
Debentures will be either issued and outstanding shares purchased
by or on behalf of ENSERCH in the open market or original issue
shares acquired by ENSERCH directly from the Company.
FEDERAL INCOME TAX MATTERS
The following discussion of federal income tax
considerations, representing the opinion of Reid & Priest LLP,
of counsel to the Company, summarizes certain federal income tax
considerations based upon the tax law as in effect on the date
hereof. The discussion does not describe all the tax
considerations that apply to taxpayers based on their particular
circumstances or on account of their special tax status, such as
foreign persons, persons not holding the Debentures as capital
assets, banks or other taxpayers subject to particular income tax
regimes.
Common Stock issued hereunder is to be made available to
ENSERCH by the Company for the purpose of satisfying ENSERCH's
obligation to deliver Common Stock upon the conversion of
Debentures. Holders of Debentures exercising such conversion
rights will be deemed to have made a taxable exchange of
their Debentures for the Common Stock received. The value of
Common Stock, if any, received in respect of accrued interest will
be treated as ordinary income to the holder. The value of Common
Stock received in respect of the principal amount of Debentures
will be treated as an amount realized upon the sale or exchange
of such Debentures. Gain or loss will be recognized on that
exchange to the extent the fair market value of the Common Stock
exceeds or is less than the adjusted tax basis of such Debentures.
Such gain or loss will be capital gain or loss eligible for the
preferential long term capital gains rates to the extent the
Debentures have been held for the long term capital gains holding
period. For any holder who has acquired Debentures by purchase, a
taxable exchange or deemed taxable exchange would commence a new
holding period with respect to the Debentures on the date of such
acquisition or exchange. In this regard, consideration should be
given to whether the alteration of the conversion rights of the
Debentures in connection with the Mergers may have represented such
an exchange. Under the Tax Relief Act of 1997, for exchanges
occurring after August 5, 1997 the long term capital gains rates
may be 28 percent or 20 percent, depending upon whether the property
disposed of was considered to have been held for more than 12 months
or more than 18 months, respectively.
Holders of Debentures should consult with their own tax advisors
for the tax consequences of the transaction to them.
4
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
Common Stock, of which 246,484,559 shares were outstanding at
November 30, 1997, and serial preference stock, par value $25 per
share, none of which has been issued. The following statements
with respect to such capital stock of the Company are a summary
of certain rights and privileges attaching to the stock under the
laws of the State of Texas and the Restated Articles of
Incorporation and the Bylaws of the Company, as amended. This
summary does not purport to be complete and is qualified in its
entirety by reference to such laws, the Restated Articles of
Incorporation and the Bylaws of the Company, as amended, for
complete statements.
Each holder of shares of the Common Stock is entitled to one
vote for each share of Common Stock held on all questions
submitted to holders of shares and to cumulative voting at all
elections of directors. The Common Stock has no preemptive or
conversion rights. Upon issuance and sale of the shares offered
hereby, such shares will be fully paid and nonassessable.
The holders of the shares of the preference stock are not
accorded voting rights, except that, when dividends thereon are
in default in an amount equivalent to four full quarterly
dividends, the holders of shares of the preference stock are
entitled to vote for the election of one-third of the Board of
Directors or two directors, whichever is greater, and, when
dividends are in default in an amount equivalent to eight full
quarterly dividends, for the election of the smallest number of
directors necessary so that a majority of the full Board of
Directors shall have been elected by the holders of the shares of
the preference stock. The Company must also secure the approval
of the holders of two-thirds of the outstanding shares of the
preference stock prior to effecting various changes in its
capital structure.
After the payment of full preferential dividends on the
shares of any outstanding preference stock, holders of shares of
the Common Stock are entitled to dividends when and as declared
by the Board of Directors. After payment to the holders of
shares of any outstanding preference stock of the preferential
amounts to which they are entitled, the remaining assets to be
distributed, if any, upon any dissolution or liquidation shall be
distributed to the holders of shares of the Common Stock. Each
share of the Common Stock is equal to every other share of the
Common Stock with respect to dividends and also with respect to
distributions upon any dissolution or liquidation. (Reference is
made to Notes 4 and 5 to Consolidated Financial Statements of TEI
contained in the 1996 TEI 10-K.)
The Common Stock is listed on the New York, Chicago and
Pacific stock exchanges.
The transfer agent for the Common Stock is TU Services,
Dallas, Texas.
PLAN OF DISTRIBUTION
The shares of Common Stock to which this Prospectus relates
are issuable upon conversion of the Debentures pursuant to the
terms of a Fiscal Agency Agreement dated as of April 1, 1987, as
supplemented by a Supplemental Fiscal Agency Agreement, dated as
of August 5, 1997 (Agreement), between ENSERCH and Citibank, N.A.
(Fiscal Agent). Pursuant to the terms of the Merger Agreement,
the Company has authorized and reserved for issuance the shares
of Common Stock to be delivered upon conversion of the
Debentures. Certain statements under this heading are summaries
of and are subject to, the detailed provisions of the Debentures,
the Agreement and the Merger Agreement, which have been filed as
exhibits to the registration statements of which this Prospectus
constitutes a part. Copies of the Agreement (including therein
the forms of Debentures) are available for inspection at the
corporate trust office of the Fiscal Agent in New York City
which is located at Citibank, N.A., Corporate Trust Services,
111 Wall Street, 5th Floor, New York, NY 10043 and at the offices
of the other conversion agents
5
<PAGE>
referred to below. All capitalized terms used in this section
but not defined herein have the meanings ascribed to them in the
Agreement.
Pursuant to the Agreement, the conversion rights of the
Debentures have been adjusted to reflect the effect of the
Mergers and of the distribution immediately prior to the Mergers
of ENSERCH's interests in Lone Star Energy Plant Operations, Inc.
and Enserch Exploration, Inc. to its shareholders (Distribution).
As a result, the Debentures are convertible into that number of
whole shares of Common Stock obtained by dividing the principal
amount of the Debentures to be converted by $38.54. A cash
payment will be made in lieu of any fractional share.
The Debentures are convertible at any time prior to
redemption or maturity thereof. The right to convert Debentures
called for redemption or tendered by the holder thereof for
redemption will terminate at the close of business on the date
fixed for redemption pursuant to the Agreement and will be lost
if not exercised prior to that time.
The Debentures have been issued in bearer form in the
denomination of $5,000 each with interest coupons attached
(Bearer Debentures) and in the form of fully registered
Debentures in denominations of $5,000 or integral multiples
thereof without interest coupons (Registered Debentures).
The right of conversion attaching to any Debenture may be
exercised by the holder by delivering such Debenture at the
office of the Fiscal Agent or other conversion agents specified
below, accompanied by a duly signed and completed notice of
conversion in the appropriate form of the notices attached as
Exhibit A and B to this Prospectus. The conversion date will
be the date on which the Debenture and the duly signed and
completed notice of conversion are so delivered. Each Bearer
Debenture delivered for conversion must be delivered with all
unmatured coupons appurtenant thereto as provided in the
Agreement. A holder delivering a Debenture for conversion will
not be required to pay any taxes or duties payable in respect of
the issue or delivery of Common Stock on conversion but will be
required to pay any tax or duty which may be payable in respect
of any transfer involved in the issue or delivery of the Common
Stock in a name other than that of the holder of the Debenture.
Certificates representing shares of Common Stock will not be
issued or delivered unless all taxes and duties, if any, payable
by the holder have been paid.
The conversion price is subject to adjustment as set forth in
the Agreement upon the occurrence of certain events, including
the issuance of stock of the Company as a dividend or
distribution on the Common Stock; subdivisions and combinations
of the Common Stock; certain reclassifications, consolidations,
mergers and sales of the property of the Company, the issuance to
all holders of Common Stock of certain rights or warrants
entitling them to subscribe for Common Stock at less than the
then current market price (as defined in the Agreement); and the
distribution to all holders of Common Stock of other rights or
warrants or evidences of indebtedness of the Company or of assets
(excluding cash dividends or distributions from retained
earnings). In any case in which the amount of an adjustment
would be less than 1% of the conversion rate, no immediate
adjustment is required but the transaction will be taken into
account in the computation of any subsequent adjustment.
Registered Debentures surrendered for conversion during the
period from the close of business on any Regular Record Date (as
defined in the Agreement) next preceding any date on which
interest is payable on the Debentures (Interest Payment Date) to
the opening of business on such Interest Payment Date (except
Debentures called for redemption on a Redemption Date within such
period) must be accompanied by payment of an amount equal to the
interest payable to such registered holder on such succeeding
Interest Payment Date. Except where Debentures surrendered for
conversion must be accompanied by payment as described above, no
interest on converted Debentures will be payable by ENSERCH on
any Interest Payment Date subsequent to the date of conversion.
No other payment or adjustment for interest or dividends is to be
made upon conversion.
6
<PAGE>
The Registered Debentures may be surrendered for conversion
at the corporate trust office of the Fiscal Agent in New York
City. Bearer Debentures may be surrendered for conversion,
subject to applicable laws and regulations, by hand, only at one
of the following conversion agents:
Citibank, N.A. Citicorp Investment
Citibank House Bank (Luxumbourg) S.A.
336 Strand 16 Avenue Maria Therese
London WC2R 1HB Luxembourg
ENSERCH may at any time terminate the appointment of any such
conversion agent and appoint additional or other conversion
agents, provided that until the Debentures have been delivered to
the Fiscal Agent for cancellation or moneys sufficient to pay the
principal of and premium, if any, and interest on the Debentures
have been made available for payment and either paid or returned
to ENSERCH as provided in the Agreement, a conversion agent will
be maintained in New York City and in a European city which, so
long as the Debentures are listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, will be
Luxembourg, for the surrender of Debentures for conversion.
EXPERTS AND LEGALITY
The consolidated financial statements included in the 1996
TEI 10-K, incorporated herein by reference, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
report included in the 1996 TEI 10-K, and have been incorporated
by reference herein in reliance upon such report given upon the
authority of that firm as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim
financial information included in the TEI 10-Q's and the TUC 10-Q
that are incorporated herein by reference, Deloitte & Touche LLP
has applied limited procedures in accordance with professional
standards for reviews of such information. As stated in their
reports included in the TEI 10-Q's and the TUC 10-Q, they did not
audit and they did not express an opinion on such interim
financial information. Deloitte & Touche LLP is not subject to
the liability provisions of Section 11 of the Securities Act of
1933, as amended (Act), for their reports on such unaudited
interim financial information because such reports are not
"reports" or a "part" of the Registration Statements filed under
the Act with respect to the Common Stock offered hereby
(Registration Statements), that were prepared or certified by an
accountant within the meaning of Sections 7 and 11 of such Act.
The consolidated financial statements included in the 1996
ENSERCH 10-K, incorporated herein by reference, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in
their report included in such 1996 ENSERCH 10-K, and have been
incorporated by reference herein in reliance upon such report
given upon the authority of that firm as experts in accounting
and auditing.
With respect to the unaudited condensed consolidated interim
financial information included in the ENSERCH 10-Q's incorporated
herein by reference, Deloitte & Touche LLP has applied limited
procedures in accordance with professional standards for reviews
of such information. As stated in their reports included in the
ENSERCH 10-Q's, they did not audit and they do not express an
opinion on such interim financial information. Deloitte &
Touche LLP is not subject to the liability provisions of Section
11 of the Act for their reports on such unaudited interim
financial information because such reports are not "reports" or a
"part" of the Registration Statements prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the Act.
7
<PAGE>
The statements made as to matters of law and legal
conclusions in this Prospectus under DESCRIPTION OF CAPITAL STOCK
and in the 1996 TEI 10-K under Part I, Item 1 -- Business-
Regulation and Rates, and Environmental Matters, incorporated
herein by reference, have been reviewed by Worsham, Forsythe &
Wooldridge, L.L.P., Dallas, Texas, General Counsel for the
Company. All of such statements are set forth, or have been
incorporated by reference herein in reliance upon the opinion of
that firm given upon their authority as experts. At November 30,
1997, members of the firm of Worsham, Forsythe & Wooldridge,
L.L.P., owned approximately 41,200 shares of the Common Stock.
The statements of law and legal conclusions under the caption
FEDERAL INCOME TAX MATTERS have been reviewed by Reid & Priest
LLP, New York, New York, of counsel to the Company, and such
statements are made upon their authority as experts.
_________________
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, ANY SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES
OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
8
<PAGE>
EXHIBIT A
[FORM OF CONVERSION NOTICE
FOR REGISTERED DEBENTURES]
TO ENSERCH CORPORATION
The Undersigned owner of this Debenture hereby
irrevocably exercises the option to convert this Debenture, or
portion hereof (which is U.S. $5,000 or an integral multiple
thereof) below designed, into shares of the Common Stock, without
par value, of Texas Utilities Company in accordance with the
terms of the Fiscal Agency Agreement, as amended, referred to in
this Debenture, and directs that the shares issuable and
deliverable upon the conversion, together with any check in
payment for fractional shares and any Debentures representing any
unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been
indicated below. If shares are to be issued in the name of a
person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto. Any amount required
to be paid by the undersigned on account of interest accompanies
this Debenture.
Dated: __________________________
Signature
Fill in for registration of shares:
__________________________________
__________________________________
__________________________________
Please print name and address
(including zip code number)
Principal amount to be converted (if less than all):
$__,000
_____________________________
Social Security or Other
Taxpayer Identification Number
(if a United States Citizen)
<PAGE>
EXHIBIT B
[FORM OF CONVERSION NOTICE FOR BEARER DEBENTURE]
TO ENSERCH CORPORATION
The undersigned owner of this Debenture hereby
irrevocably exercises the option to convert this Debenture into
shares of the Common Stock of Texas Utilities Company in
accordance with the terms of the Fiscal Agency Agreement, as
amended, referred to in this Debenture and directs that the
shares issuable and deliverable upon the conversion, together
with any check in payment for fractional shares, be issued and
delivered to the undersigned unless a different name has been
indicated below. If shares are to be issued in the name of a
person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect thereto.
Dated: ________________________
Signature
Fill in for registration of shares:
__________________________________
__________________________________
__________________________________
Please print name and address
(including zip code number)
________________________
Please print name and
address of the owner
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 16. EXHIBITS.
PREVIOUSLY FILED*
----------------------
WITH
FILE AS
EXHIBIT NUMBER EXHIBIT
------- ------ -------
4(a) 33-15623 4.2 - Fiscal Agency Agreement between
ENSERCH and Citibank, N.A., as
Fiscal Agent, dated as of April
1, 1987.
4(b) - Supplemental Fiscal Agency
Agreement, dated as of August
5, 1997, by and between ENSERCH
and Chase Manhattan Bank
(formerly CITIBANK, N.A.).
8 - Opinion of Reid & Priest LLP.
15(a) - Letter of Deloitte & Touche LLP
regarding unaudited interim
financial information.
15(b) - Letter of Deloitte & Touche LLP
regarding unaudited interim
financial information.
23(a) - TEI Independent Auditors'
Consent.
23(b) - ENSERCH Independent Auditors'
Consent.
23(c) - Consent of Reid & Priest LLP is
contained in Exhibit 8.
24 - Power of Attorney (see Page II-
2).
---------------------
*Incorporated herein by reference.
II-1
<PAGE>
EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE
APPEARS BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN
THIS POST-EFFECTIVE AMENDMENT, AND EACH OF THEM SEVERALLY, AS
HIS/HER ATTORNEY-IN-FACT TO SIGN IN HIS/HER NAME AND BEHALF, IN
ANY AND ALL CAPACITIES STATED BELOW, AND TO FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION, ANY AND ALL AMENDMENTS,
INCLUDING POST-EFFECTIVE AMENDMENTS, TO THIS POST-EFFECTIVE
AMENDMENT, AND THE REGISTRANT HEREBY ALSO APPOINTS EACH SUCH
AGENT FOR SERVICE AS ITS ATTORNEY-IN-FACT WITH LIKE AUTHORITY TO
SIGN AND FILE ANY SUCH AMENDMENTS IN ITS NAME AND BEHALF.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM
S-3 AND HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DALLAS, AND STATE OF TEXAS, ON THE 9TH
DAY OF DECEMBER, 1997.
TEXAS UTILITIES COMPANY
BY /S/ ERLE NYE
---------------------------
(ERLE NYE, CHAIRMAN OF THE
BOARD AND CHIEF
EXECUTIVE)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS POST-EFFECTIVE AMENDMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURES TITLE DATE
---------- ----- ----
/S/ ERLE NYE
----------------------------------- PRINCIPAL EXECUTIVE DECEMBER 9, 1997
(ERLE NYE, CHAIRMAN OF THE BOARD OFFICER AND
AND CHIEF EXECUTIVE) DIRECTOR
/S/ MICHAEL J. MCNALLY
-----------------------------------
(MICHAEL J. MCNALLY, EXECUTIVE VICE
PRESIDENT AND CHIEF FINANCIAL PRINCIPAL FINANCIAL DECEMBER 9, 1997
OFFICER) OFFICER
/S/ J. W. PINKERTON
----------------------------------- PRINCIPAL DECEMBER 9, 1997
(J. W. PINKERTON, CONTROLLER) ACCOUNTING OFFICER
/S/ J.S. FARRINGTON
-----------------------------------
(J.S. FARRINGTON) DIRECTOR DECEMBER 9, 1997
/S/ BAYARD H. FRIEDMAN
-----------------------------------
(BAYARD H. FRIEDMAN) DIRECTOR DECEMBER 9, 1997
/S/ WILLIAM M. GRIFFIN
-----------------------------------
(WILLIAM M. GRIFFIN) DIRECTOR DECEMBER 9, 1997
/S/ KERNEY LADAY
-----------------------------------
(KERNEY LADAY) DIRECTOR DECEMBER 9, 1997
/S/ MARGARET N. MAXEY
-----------------------------------
(MARGARET N. MAXEY) DIRECTOR DECEMBER 9, 1997
/S/ JAMES A. MIDDLETON
-----------------------------------
(JAMES A. MIDDLETON) DIRECTOR DECEMBER 9, 1997
-----------------------------------
(J.E. OESTERREICHER) DIRECTOR
/S/ CHARLES R. PERRY
-----------------------------------
(CHARLES R. PERRY) DIRECTOR DECEMBER 9, 1997
/S/ HERBERT H. RICHARDSON
-----------------------------------
(HERBERT H. RICHARDSON) DIRECTOR DECEMBER 9, 1997
II-2
<PAGE>
INDEX TO EXHIBITS
PREVIOUSLY FILED*
-----------------
WITH
FILE AS
EXHIBIT NUMBER EXHIBIT
------- ------ -------
4(a) 33-15623 4.2 - Fiscal Agency Agreement between
ENSERCH and Citibank, N.A., as
Fiscal Agent, dated as of April
1, 1987.
4(b) - Supplemental Fiscal Agency
Agreement, dated as of August 5,
1997, by and between ENSERCH and
Chase Manhattan Bank (formerly
CITIBANK, N.A.).
8 - Opinion of Reid & Priest LLP.
15(a) - Letter of Deloitte & Touche LLP
regarding unaudited interim
financial information.
15(b) - Letter of Deloitte & Touche
regarding unaudited interim
financial information.
23(a) - TEI Independent Auditors'
Consent.
23(b) - ENSERCH Independent Auditors'
Consent.
23(c) - Consent of Reid & Priest LLP is
contained in Exhibit 8.
24 - Power of Attorney (see Page II-
2).
---------------------
*Incorporated herein by reference.
EXHIBIT 4(b)
SUPPLEMENTAL FISCAL AGENCY AGREEMENT, dated as of
August 5, 1997, by and between ENSERCH CORPORATION, a Texas
corporation (the "Company"), and CITIBANK, N.A., a national
banking association (the "Fiscal Agent"), as Fiscal Agent under
the Fiscal Agency Agreement as hereinafter mentioned.
W I T N E S S E T H:
WHEREAS, the Company has heretofore executed and
delivered that certain Fiscal Agency Agreement, dated as of April
1, 1987 (the "Fiscal Agency Agreement"), to the Fiscal Agent to
provide for the issuance of the Company's 6 3/8% Convertible
Subordinated Debentures Due 2002 (the "Debentures");
WHEREAS, pursuant Section 14(a) of the Fiscal Agency
Agreement and Section 6 of the Terms and Conditions of the
Debentures, the Holder of any Debenture has the right at his
option at any time prior to the close of business on April 1,
2002, to convert the principal of any Debenture, or in the case
of any Registered Debenture of a denomination greater than U.S.
$5,000, any portion of such principal which is U.S. $5,000 or an
integral multiple thereof, into that number of fully paid and
nonassessable shares of the Common Stock of the Company obtained
by dividing the principal amount of the Debenture or portion
thereof to be converted by the conversion price of U.S. $27.375,
as adjusted as a result of certain events ("Conversion Price");
WHEREAS, Section 14(e)(iii) of the Fiscal Agency
Agreement provides that if the Company shall distribute assets
(other than cash dividends or distributions paid from retained
earnings of the Company) to all holders of its Common Stock, then
in each such case the Conversion Price shall be adjusted,
effective immediately after the record date for the determination
of shareholders entitled to receive the distribution, so that the
Conversion Price shall equal the price determined by multiplying
the Conversion Price in effect immediately prior to the date of
such distribution by a fraction, of which the numerator shall be
the current market price per share (as defined by Section
14(e)(iv) of the Fiscal Agency Agreement) of the Common Stock on
such record date less the then fair market value (as determined
by the Board of Directors of the Company or any duly authorized
committee of the Board, whose determination shall be conclusive,
and described in a certificate filed with the Fiscal Agent and
the conversion agents) of the portion of the assets or so
distributed applicable to one share of Common Stock, and the
denominator of which shall be the current market price per share
of the Common Stock;
WHEREAS, after the issuance of the Debentures and prior
to the Distribution and the Merger (as described below), the
Conversion Price was adjusted pursuant to Section 14(e) of the
Fiscal Agency Agreement from $27.375 to $26.88 as a result of
certain distributions to the holders of Common Stock of the
Company of interests in Enserch Exploration Partners, Ltd. and
Pool Company;
WHEREAS, on August 5, 1997, the Company distributed
(the "Distribution"), pro rata to all of the holders of Common
Stock of the Company, all of the shares of Common Stock of
Enserch Exploration, Inc., a Texas corporation, held by the
Company;
WHEREAS, on August 5, 1997, pursuant to Section 14(e)
of the Fiscal Agency Agreement, upon consummation of the
Distribution, the Conversion Price was adjusted from U.S. $26.88
to U.S. $8.67, and there have been no further adjustments to the
Conversion Price since that time;
WHEREAS, the Company, Texas Energy Industries, Inc. a
Texas Corporation (formerly Texas Utilities Company), and Texas
Utilities Company, a Texas corporation (formerly TUC Holding
Company), entered into an Amended and Restated Agreement and Plan
of Merger, dated as of April 13, 1996 (the "Plan of Merger"),
which provided for the merger of Enserch Merger Corp., a Texas
corporation and a wholly owned subsidiary of Texas Utilities
Company, with and into the Company (the "Merger");
WHEREAS, the Merger became effective on August 5, 1997
immediately following the Distribution and the related adjustment
of the Conversion Price;
WHEREAS, Section 14(f) of the Fiscal Agency Agreement
provides that in the event of a merger to which the Company is a
party and which involves a change in the outstanding shares of
Common Stock of the Company, the Company shall execute with the
Fiscal Agent a supplemental fiscal agency agreement providing
that each Debenture shall be convertible into the kind and amount
of shares of stock and other securities or property receivable
upon such merger by a holder of the number of shares of Common
Stock issuable upon conversion of such Debentures immediately
prior to such merger;
WHEREAS, under the terms of the Plan of Merger, holders
of Common Stock are entitled to receive .225 shares of common
stock, without par value, of Texas Utilities Company ("TUC Common
Stock") for each share of Common Stock of the Company; and
WHEREAS, the Company deems it advisable and appropriate
to supplement the Fiscal Agency Agreement as required by Section
14(f) of the Fiscal Agency Agreement and as provided in this
Supplemental Fiscal Agency Agreement;
NOW, THEREFORE, in consideration of the foregoing
premises, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as
follows:
ARTICLE I
CONVERSION OF DEBENTURES
Section 1.1 Conversion. Subject to and in
----------
accordance with the provisions of Section 14 of the Fiscal Agency
Agreement, the principal of any Debenture, or in the case of any
Registered Debenture of a denomination greater than U.S. $5,000,
any portion of such principal which is U.S. $5,000 or an integral
multiple thereof, may be converted into that number of fully paid
and nonassessable shares of TUC Common Stock obtained by dividing
the principal amount of the Debenture or portion thereof to be
converted by the conversion price of U.S. $38.54.
Section 1.2 Conversion Period. The right of Holders
-----------------
of Debentures to convert their Debentures as provided in Section
1 hereof shall commence on August 5, 1997.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Terms Used Herein. For all purposes of
-----------------
this Supplemental Fiscal Agency Agreement, except as otherwise
stated herein, capitalized terms used but not defined herein and
defined in the Fiscal Agency Agreement shall have the meanings
specified in the Fiscal Agency Agreement.
Section 2.2 Fiscal Agent's Rights, Duties, etc. All
----------------------------------
of the provisions of the Fiscal Agency Agreement in respect of
the rights, duties and immunities of the Fiscal Agency Agreement
shall be applicable in respect of this Supplemental Fiscal Agency
Agreement as fully and with like effect as if set forth herein in
full.
Section 2.3 Governing Law. This Supplemental Fiscal
-------------
Agency Agreement shall be construed in accordance with and
governed by the laws of the State of New York.
Section 2.4 Counterparts. This Supplemental Fiscal
------------
Agency Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
Such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date and year first above
written.
ENSERCH CORPORATION
By: /s/ A.E. Gallatin
----------------------
Title: Vice President and
Treasurer
CITIBANK, N.A.,
as Fiscal Agent
By: /s/ Cara Vig
----------------------
Title: Vice President
<PAGE>
[Second notice -- after the
Merger and the Distribution]
Notice to Holders of
6 3/8 Convertible Subordinated Debentures Due 2002
(the "Debentures")
of
ENSERCH Corporation
Section 14(e)(iii) of the Fiscal Agency Agreement,
dated as of April 1, 1987 (the "Fiscal Agency Agreement") by and
between ENSERCH Corporation (the "Company") and Citibank, N.A.
("Citibank") provides that if the Company shall distribute assets
(other than cash dividends or distributions paid from retained
earnings of the Company) to all holders of its Common Stock, then
in each such case the conversion price shall be adjusted,
effective immediately after the record date for the determination
of shareholders entitled to receive the distribution. Section
14(f) of the Fiscal Agency Agreement provides that in the event
of a merger to which the Company is a party and which involves a
change in the outstanding shares of Common Stock of the Company,
the Company shall execute with the Fiscal Agent a supplemental
fiscal agency agreement providing that each Debenture shall be
convertible into the kind and amount of shares of stock and other
securities or property receivable upon such merger by a holder of
the number of shares of Common Stock issuable upon conversion of
such Debentures immediately prior to such merger. Accordingly,
you are hereby notified as follows:
The Amended and Restated Agreement and Plan of Merger
by and among the Company, Texas Energy Industries, Inc., a Texas
Corporation (formerly Texas Utilities Company), and Texas
Utilities Company, a Texas corporation (formerly TUC Holding
Company), dated as of April 13, 1996, was approved by the
stockholders of the Company on November 16, 1996. The merger of
Enserch Merger Corp., a Texas corporation, with and into the
Company (the "Merger") became effective on August 5, 1997.
Immediately prior to the Merger, the Board of Directors declared
the distribution (the "Distribution"), pro rata to all of the
holders of Company Common Stock, of all of the shares of common
stock of Enserch Exploration, Inc., a Texas corporation, held by
the Company. Pursuant to Section 14(f) of the Fiscal Agency
Agreement, the Company and Citibank have entered into a
supplemental fiscal agency agreement dated as of August 5, 1997.
Taking into account the prior adjustment of the conversion price
of the Debentures immediately following the Distribution, the
Supplemental Fiscal Agency Agreement provides that the principal
of any Debenture, or in the case of any Registered Debenture of a
denomination greater than U.S. $5,000, any portion of such
principal which is U.S. $5,000 or an integral multiple thereof,
may be converted into that number of fully paid and nonassessable
shares of common stock of Texas Utilities Company obtained by
dividing the principal amount of the Debenture or portion thereof
to be converted by the conversion price of U.S. $38.54.
Dated: August 15, 1997 ENSERCH Corporation
EXHIBIT 8
REID & PRIEST LLP
40 West 57th Street
New York, New York 10019-4097
Fax 212-603-2298
December 9, 1997
Texas Utilities Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Reference is made to Amendment No. 1 to Registration
Statement No. 333-12391 on Form S-3 and Registration Statement No.
333-32831 on Form S-4 (Registration Statements) to be filed by Texas
Utilities Company (Company) on or about the date hereof, with the
Securities and Exchange Commission under the Securities Act of 1933,
as amended, to provide for the distribution of the Company's Common
Stock, without par value (Common Stock), registered under the
Registration Statements in connection with the conversion of ENSERCH
Corporation's 6-3/8% Convertible Subordinated Debentures due 2002 into
shares of the Common Stock. In connection therewith, we have reviewed
such documents and records as we have deemed necessary to enable us to
express an opinion on the matters covered hereby.
Based upon the foregoing, we confirm our opinion as set
forth under the caption "Federal Income Tax Matters" in the prospectus
constituting a part of Amendment No. 1 to the Registration Statements.
We hereby consent to the use of this opinion as an exhibit
to Amendment No. 1 to the Registration Statements.
Very truly yours,
/s/ David R. Hardy
REID & PRIEST LLP
EXHIBIT 15(a)
Texas Utilities Company:
We have reviewed, in accordance with standards established by the
American Institute of Certified Public Accountants, the unaudited
condensed consolidated interim financial information of Texas
Energy Industries, Inc., ("TEI"), formerly Texas Utilities
Company, for the periods ended March 31, 1997 and 1996 and June
30, 1997 and 1996, as indicated in our reports dated May 8, 1997
and August 11, 1997, and of Texas Utilities Company and
subsidiaries for the periods ended September 30, 1997 and 1996,
as indicated in our report dated November 12, 1997; because we
did not perform an audit, we expressed no opinion on that
information.
We are aware that our reports referred to above, which were
included in your Quarterly Reports on Form 10-Q for TEI for the
quarters ended March 31, 1997, June 30, 1997 and for Texas
Utilities Company for the quarter ended September 30, 1997, are
being incorporated by reference in Registration Statement No.
333-12391 on Form S-4 and Registration Statement No. 333-32831 on
Form S-3.
We also are aware that the aforementioned reports, pursuant to
Rule 436(c) under the Securities Act of 1933, are not considered
a part of the Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Dallas, Texas
December 8, 1997
EXHIBIT 15(b)
Texas Utilities Company:
We have reviewed, in accordance with standards established by the
American Institute of Certified Public Accountants, the unaudited
interim condensed consolidated financial information of ENSERCH
Corporation and subsidiaries for the periods ended March 31, 1997
and 1996, June 30, 1997 and 1996, and September 30, 1997 and 1996
as indicated in our reports dated May 7, 1997, August 13, 1997
and November 12, 1997; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were
included in the Quarterly Reports on Form 10-Q of ENSERCH
Corporation for the quarters ended March 31, 1997, June 30, 1997
and September 30, 1997, are being incorporated by reference in
Registration Statement No. 333-12391 on Form S-4 and Registration
Statement No. 333-32831 on Form S-3.
We also are aware that the aforementioned reports, pursuant to
Rule 436(c) under the Securities Act of 1933, are not considered
a part of the Registration Statement prepared or certified by an
accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Dallas, Texas
December 8, 1997
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 on Form S-3 to Registration Statement
No. 333-12391 on Form S-4 and Registration Statement No. 333-
32831 on Form S-3 of Texas Utilities Company of our report dated
March 12, 1997, on Texas Energy Industries, Inc. ("TEI"),
formerly Texas Utilities Company, which report includes an
explanatory paragraph concerning TEI's change during 1995 in its
method of accounting for the impairment of long lived assets and
long lived assets to be disposed of to conform with Statement of
Financial Accounting Standards No. 121, appearing in TEI's Annual
Report on Form 10-K for the year ended December 31, 1996 and to
the reference to us under the heading "Experts and Legality" in
the Prospectus which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Dallas, Texas
December 8, 1997
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 on Form S-3 to Registration Statement
No. 333-12391 on Form S-4 and Registration Statement No. 333-
32831 on Form S-3 of Texas Utilities Company of our report dated
February 10, 1997, on ENSERCH Corporation and subsidiary
companies (ENSERCH) appearing in ENSERCH's Annual Report on Form
10-K for the year ended December 31, 1996 and to the reference to
us under the heading "Experts and Legality" in the Prospectus
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Dallas, Texas
December 8, 1997
