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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event reported) - August 5, 1997
TEXAS UTILITIES COMPANY
FORMERLY KNOWN AS TUC HOLDING COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 1-12833 75-2669310
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1601 BRYAN STREET, ENERGY PLAZA, DALLAS, TEXAS 75201
(Address of principal executive offices)
Registrant's telephone number, including area code - (214) 812-4600
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ITEM 5. OTHER EVENTS
On August 5, 1997, pursuant to the previously reported Amended and
Restated Agreement and Plan of Merger dated as of April 13, 1996 (the "Plan of
Merger") among Texas Utilities Company, a Texas corporation ("Texas
Utilities"), ENSERCH Corporation, a Texas corporation ("ENSERCH") and TUC
Holding Company, a Texas corporation ("TUCHC"), TUC Merger Corp. and ENSERCH
Merger Corp., wholly owned subsidiaries of TUCHC, were merged into Texas
Utilities and ENSERCH, respectively ("the Mergers"), and Texas Utilities and
ENSERCH became wholly owned subsidiaries of TUCHC. In connection with the
Mergers, the name of TUCHC was changed to Texas Utilities Company.
Under the terms of the Plan of Merger, each share of ENSERCH Common Stock
outstanding at the effective time of the Mergers became exchangeable for 0.225
share of TUCHC common stock and each share of Texas Utilities common stock
outstanding at the effective time of the Mergers was automatically converted
into one share of TUCHC common stock. At the effective time of the Mergers,
ENSERCH had 70,494,540 shares of common stock outstanding and Texas Utilities
had 224,649,557 shares of common stock outstanding. Fractional shares will not
be issued, except to participants in the ENSERCH Dividend Reinvestment Plan.
In lieu thereof, holders of fractional shares of TUCHC Common Stock will
receive cash.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEXAS UTILITIES COMPANY
By: /s/ Robert S. Shapard
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Robert S. Shapard
Treasurer and Assistant Secretary
Date: August 5, 1997
