Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
TUC HOLDING COMPANY
TO BE KNOWN AS TEXAS UTILITIES 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
(Address of Principal Executive Offices) (Zip Code
--------------------------
EMPLOYEES' THRIFT PLAN
OF THE
TEXAS UTILITIES COMPANY SYSTEM
(Full title of the Plan)
--------------------------
ROBERT A. WOOLDRIDGE, PETER B. TINKHAM, ROBERT J. REGER,
ESQ. ESQ. JR., ESQ.
Worsham, Forsythe & Treasurer and Reid & Priest LLP
Wooldridge, L.L.P. Assistant 40 West 57th Street
1601 Bryan Street Secretary New York, New York
Dallas, Texas 75201 Energy Plaza 10019
(214) 979-3000 1601 Bryan Street (212) 603-2000
Dallas, Texas
75201
(214) 812-4600
(Names, addresses, and telephone numbers, including area codes,
of agents for service)
--------------------------
CALCULATION OF REGISTRATION FEE
===================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
-------------------------------------------------------------------
Common Stock,
without par 3,000,000
value shares $35.0625 $105,187,500 $31,875
===================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933 (1933 Act), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(2) Estimated, pursuant to Rule 457(c) and (h) of the 1933 Act,
solely for the purpose of determining the registration fee (based
on the average ($35.0625 per share) of the highest and the
lowest sale price of Texas Utilities Company's common stock on
the NYSE composite tape on August 1, 1997).
==================================================================
<PAGE>
EXPLANATORY NOTE
The registrant hereunder, TUC Holding Company (Company), is
a Texas corporation, organized for the purpose of becoming the
holding company for Texas Utilities Company (TUC) and ENSERCH
Corporation (ENSERCH) at the effective time of the mergers of TUC
and ENSERCH into wholly owned subsidiaries of the Company
(Mergers). At the effective time of the Mergers, (i) the Company
will change its name to Texas Utilities Company, (ii) TUC will
change its name to Texas Energy Industries, Inc., (iii) the
Company will become the sponsor of the Employees' Thrift Plan of
the Texas Utilities Company System (Plan), (iv) all shares of
common stock of TUC held by the Plan will be automatically
converted into an equal number of shares of common stock of the
Company, and (v) shares of common stock of the Company will
thereafter be offered and sold under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by the
Company or its predecessors and the Employees' Thrift Plan of the
Texas Utilities Company System in effect prior to the Mergers
(Predecessor Plan) 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 TUC on Form 10-K for the year ended
December 31, 1996, File No. 1-3591.
(b) Quarterly Report of TUC on Form 10-Q for the Quarter
ended March 31, 1997, File No. 1-3591.
(c) Annual Report of ENSERCH on Form 10-K for the year
ended December 31, 1996, File No. 1-3183.
(d) Quarterly Report of ENSERCH on Form 10-Q for the
Quarter ended March 31, 1997, File No. 1-3183.
(e) Current Report of ENSERCH on Form 8-K dated January 14,
1997, File No. 1-3183.
(f) Current Report of ENSERCH on Form 8-K dated March 12,
1997, File No. 1-3183.
(g) Current Report of ENSERCH on Form 8-K dated June 5,
1997, File No. 1-3183.
(h) Current Report of ENSERCH on Form 8-K dated July 3,
1997, File No. 1-3183.
(i) Current Report of ENSERCH on Form 8-K dated August 4,
1997, File No. 1-3183.
(j) Annual Report of the Predecessor Plan on Form 11-K for
the fiscal year ended December 31, 1996.
(k) The description of the Company's common stock contained
in a registration statement filed under the 1934 Act,
including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Company, its predecessors and the
Plan 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
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part hereof from the date of filing of such documents; provided,
however, that the documents enumerated above or subsequently
filed by the Company pursuant to Section 13 of the 1934 Act prior
to the filing with the Commission of the Company's most recent
Annual Report on Form 10-K shall not be incorporated by reference
in this Prospectus or be a part hereof from and after the filing
of such Annual Report on Form 10-K. 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
At May 31, 1997, members of the firm of Worsham, Forsythe &
Wooldridge, L.L.P. owned approximately 46,200 shares of the
common stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Restated Articles of Incorporation of the
Company provides as follows:
"The Corporation shall reimburse or indemnify any
former, present or future director, officer or employee of
the Corporation, or any person who may have served at its
request as a director, officer or employee of another
corporation, or any former, present or future director,
officer or employee of the Corporation who shall have served
or shall be serving as an administrator, agent or fiduciary
for the Corporation or for another corporation at the
request of the Corporation (and his heirs, executors and
administrators) for or against all expenses and liabilities
incurred by him or them, or imposed on him or them,
including, but not limited to, judgments, settlements, court
costs and attorneys' fees, in connection with, or arising
out of, the defense of any action, suit or proceeding in
which he may be involved by reason of his being or having
been such director, officer or employee, except with respect
to matters as to which he shall be adjudged in such action,
suit or proceeding to be liable because he did not act in
good faith, or because of dishonesty or conflict of interest
in the performance of his duty.
"No former, present or future director, officer or
employee of the Corporation (or his heirs, executors and
administrators) shall be liable for any act, omission, step
or conduct taken or had in good faith, which is required,
authorized or approved by an order or orders issued pursuant
to the Public Utility Holding Company Act of 1935, the
Federal Power Act, or any other federal or state statute
regulating the Corporation or its subsidiaries, or any
amendments to any thereof. In any action, suit or
proceeding based on any act, omission, step or conduct, as
in this paragraph described, the provisions hereof shall be
brought to the attention of the court. In the event that
the foregoing provisions of this paragraph are found by the
court not to constitute a valid defense, each such director,
officer or employee (and his heirs, executors and
administrators) shall be reimbursed for, or indemnified
against, all expenses and liabilities incurred by him or
them, or imposed on him or them, including, but not limited
to, judgments, settlements, court costs and attorneys' fees,
in connection with, or arising out of, any such action, suit
or proceeding based on any act, omission, step or conduct
taken or had in good faith as in this paragraph described.
"The foregoing rights shall not be exclusive of other
rights to which any such director, officer or employee (or
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his heirs, executors and administrators) may otherwise be
entitled under any bylaw, agreement, vote of shareholders
or otherwise, and shall be available whether or not the
director, officer or employee continues to be a director,
officer or employee at the time of incurring such expenses
and liabilities. In furtherance, and not in limitation of
the foregoing provisions of this Article IX, the Corporation
may indemnify and may insure any such persons to the
fullest extent permitted by the Texas Business Corporation
Act, as amended from time to time, or the laws of the State
of Texas, as in effect from time to time."
Article 2.02-1 of the Texas Business Corporation Act permits
the Company, in certain circumstances, to indemnify any present
or former director, officer, employee or agent of the Company
against judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with a proceeding in which any
such person was, is or is threatened to be, made a party by
reason of holding such office or position, but only to a limited
extent for obligations resulting from a proceeding in which the
person is found liable on the basis that a personal benefit was
improperly received or in circumstances in which the person is
found liable in a derivative suit brought on behalf of the
Company.
Article X of the Articles of Incorporation of the Company
provides as follows:
"A director of the Corporation shall not be liable to
the Corporation or its shareholders for monetary damages for
any act or omission in the director's capacity as a
director, except that this provision does not eliminate or
limit the liability of a director for:
(a) a breach of a director's duty of loyalty to
the Corporation or its shareholders;
(b) an act or omission not in good faith that
constitutes a breach of duty of a director to the
Corporation or an act or omission that involved
intentional misconduct or a knowing violation of the
law;
(c) a transaction from which a director received
an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the
director's office; or
(d) an act or omission for which the liability of
a director is expressly provided for by an applicable
statute.
If the laws of the State of Texas are amended to authorize
action further eliminating or limiting the personal
liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the
fullest extent permitted by such laws as so amended. Any
repeal or modification of this Article X shall not adversely
affect any right of protection of a director of the
Corporation existing at the time of such repeal or
modification."
Section 21 of the Company's bylaws provides as follows:
"Section 21. Insurance, Indemnification and Other
Arrangements. Without further specific approval of the
shareholders of the corporation, the corporation may
purchase, enter into, maintain or provide insurance,
indemnification or other arrangements for the benefit of any
person who is or was a director, officer, employee or agent
of the corporation or is or was serving another entity at
the request of the corporation as a director, officer,
employee, agent or otherwise, to the fullest extent
permitted by the laws of the State of Texas, including
without limitation Art. 2.02-1 of the Texas Business
Corporation Act or any successor provision, against any
liability asserted against or incurred by any such person in
any such capacity or arising out of such person's service in
such capacity whether or not the corporation would otherwise
have the power to indemnify against any such liability under
the Texas Business Corporation Act. If the laws of the State
of Texas are amended to authorize the purchase, entering
into, maintaining or providing of insurance, indemnification
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or other arrangements in the nature of those permitted hereby
to a greater extent than presently permitted, then the
corporation shall have the power and authority to purchase,
enter into, maintain and provide any additional arrangements
in such regard as shall be permitted from time to time by
the laws of the State of Texas without further approval of
the shareholders of the corporation. No repeal or
modification of such laws or this Section 21 shall adversely
affect any such arrangement or right to indemnification
existing at the time of such repeal or modification."
The Company has entered into agreements with its directors
which provide, among other things, for their indemnification by
the Company to the fullest extent permitted by Texas law, unless
a final adjudication establishes that the indemnitee's acts were
committed in bad faith, were the result of active and deliberate
dishonesty or that the indemnitee personally gained a financial
profit to which the indemnitee was not legally entitled. These
agreements further provide, under certain circumstances, for the
advancement of expenses and the implementation of other
arrangements for the benefit of the indemnitee.
The Company has insurance covering its expenditures which
might arise in connection with its lawful indemnification of its
directors and officers for their liabilities and expenses.
Officers and directors of the Company also have insurance which
insures them against certain other liabilities and expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
PREVIOUSLY FILED*
-----------------
With File As
Exhibit Number Exhibit
------- ----- -------
4(a) 333-12391 2(a) -- Restated Articles of
Incorporation of the Company.
4(b) 333-12391 2(a) -- Bylaws, as amended, of the
Company.
5(a) -- Opinion of Reid & Priest LLP.
5(b) -- Opinion of Worsham, Forsythe &
Wooldridge, L.L.P.
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) -- TUC Independent Auditors'
Consent.
23(b) -- ENSERCH Independent
Auditors' Consent.
23(c) -- Consents of Reid & Priest
LLP and Worsham, Forsythe
& Wooldridge, L.L.P. are
contained in Exhibits
5(a) and 5(b), respectively.
24 -- Power of Attorney (see Pages
II-6 and II-7).
______________
*Incorporated herein by reference.
UNDERTAKING. The Company will submit or has submitted the
Plan and any amendment thereto to the Internal Revenue Service
(IRS) in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
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;
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(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;
(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 the registrant need not file a
post-effective amendment to include the information
required to be included by subsection (i) or (ii) if
such information is contained in periodic reports filed
by the registrant pursuant to Sections 13 or 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 herein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant's Annual Report pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 and 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.
(b) 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 under Item 6 above, 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
proceeding) 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.
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POWER OF ATTORNEY
EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE
SIGNATURE APPEARS BELOW HEREBY APPOINTS THE AGENTS FOR SERVICE
NAMED IN THIS REGISTRATION STATEMENT, 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 REGISTRATION
STATEMENT, 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
THE REGISTRANT. 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-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,
AND STATE OF TEXAS, ON THE 4th DAY OF AUGUST, 1997.
TUC HOLDING 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 REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
Signature Title Date
--------- ----- ----
/S/ ERLE NYE
--------------------------- PRINCIPAL EXECUTIVE AUGUST 4, 1997
(Erle Nye, Chairman and OFFICER AND DIRECTOR
Chief Executive)
/S/ PETER B. TINKHAM
--------------------------- PRINCIPAL FINANCIAL AUGUST 4, 1997
(Peter B. Tinkham, OFFICER
Treasurer and Assistant
Secretary)
/S/ MARC D. MOSELEY
--------------------------- PRINCIPAL ACCOUNTING AUGUST 4, 1997
(Marc D. Moseley, Acting OFFICER
Controller)
/S/ ROBERT A. WOOLDRIDGE
--------------------------- DIRECTOR AUGUST 4, 1997
(Robert A. Wooldridge)
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POWER OF ATTORNEY
The Plan hereby appoints the Agents for Service named in
this registration statement, and each of them severally, as
its attorney-in-fact to sign in its name and behalf and to
file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments, to this
registration statement.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Employees' Thrift Plan Committee has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, and the State of Texas, on the 4th day
of August, 1997.
EMPLOYEES' THRIFT PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
By /s/ Peter B. Tinkham
--------------------------------
(Peter B. Tinkham, Chairman
Employees' Thrift Plan Committee)
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EXHIBIT INDEX
PREVIOUSLY FILED*
---------------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
------ --------- -------
4(a) 333-12391 2(a) -- Restated Articles of Incorporation
of the Company.
4(b) 333-12391 2(a) -- Bylaws, as amended, of the Company.
5(a) -- Opinion of Reid & Priest LLP.
5(b) -- Opinion of Worsham, Forsythe &
Wooldridge, L.L.P.
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) -- TUC Independent Auditors'
Consent.
23(b) -- ENSERCH Independent Auditors'
Consent.
23(c) -- Consents of Reid & Priest LLP
and Worsham, Forsythe &
Wooldridge, L.L.P. are
contained in Exhibits 5(a) and
5(b), respectively.
24 -- Power of Attorney (see Pages II-6
and II-7).
______________
*Incorporated herein by reference.
Exhibit 5(a)
REID & PRIEST LLP
40 West 57th Street
New York, New York 10019
August 4, 1997
TUC Holding Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-8 to
be filed by TUC Holding Company (Company), on or about the date
hereof, with the Securities and Exchange Commission (Commission)
under the Securities Act of 1933, as amended, for the
registration of 3,000,000 shares of the Company's common stock,
without par value (Stock), to be offered from time to time in
connection with the Employees' Thrift Plan of the Texas Utilities
Company System (Plan) and of an indeterminate amount of interests
in the Plan, we are of the opinion that:
1. The Company is a corporation validly organized and
existing under the laws of the State of Texas.
2. All requisite action necessary to make any shares
of authorized but unissued Stock validly issued, fully paid and
non-assessable and to make valid the interests in the Plan will
have been taken when any shares of authorized but unissued Stock
shall have been issued pursuant to the Plan and delivered for the
consideration contemplated in the Plan.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas. As
to all matters of Texas law, we have with your consent relied
upon an opinion of even date herewith addressed to you by
Worsham, Forsythe & Wooldridge, L.L.P. of Dallas, Texas.
We hereby consent to the use of our name in the
Registration Statement, and to the filing of this opinion with
the Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit 5(b)
WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.
Attorneys and Counselors at Law
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
Telephone (214) 979-3000
Fax (214) 880-0011
August 4, 1997
TUC Holding Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-8 to
be filed by TUC Hoilding Company (Company), on or about the date
hereof, with the Securities and Exchange Commission (Commission)
under the Securities Act of 1933, as amended, for the
registration of 3,000,000 shares of the Company's common stock,
without par value (Stock), to be offered from time to time in
connection with the Employees' Thrift Plan of the Texas Utilities
Company System (Plan) and of an indeterminate amount of interests
in the Plan, we are of the opinion that:
1. The Company is a corporation validly organized and
existing under the laws of the State of Texas.
2. All requisite action necessary to make any shares
of authorized but unissued Stock validly issued, fully paid and
non-assessable and to make valid the interests in the Plan will
have been taken when any shares of authorized but unissued Stock
shall have been issued pursuant to the Plan and delivered for the
consideration contemplated in the Plan.
We hereby consent to the use of our name in the
Registration Statement, and to the filing of this opinion with
the Commission as an exhibit to the Registration Statement.
Very truly yours,
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ Neil D. Anderson
--------------------------
A Partner
EXHIBIT 15(a)
TUC Holding Company:
We have made a review, in accordance with standards established
by the American Institute of Certified Public Accountants, of the
unaudited interim financial information of Texas Utilities
Company and subsidiaries (to be known as Texas Energy Industries,
Inc. ["the Company"]), for the periods ended March 31, 1997 and
1996, as indicated in our report dated May 8, 1997, because we
did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was
included in the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, is being incorporated by reference
in this Registration Statement.
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
August 4, 1997
EXHIBIT 15(b)
TUC Holding Company:
We have reviewed, in accordance with standards established by the
American Institute of Certified Public Accountants, the unaudited
interim financial information of ENSERCH Corporation and
subsidiaries for the periods ended March 31, 1997 and 1996, as
indicated in our report dated May 7, 1997; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was
included in the Quarterly Report on Form 10-Q of ENSERCH
Corporation for the quarter ended March 31, 1997, is being
incorporated by reference in this Registration Statement.
We also are aware that the aforementioned report, pursuant to
Rule 436(c) under the Securities Act of 1933, is 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
August 4, 1997
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of TUC Holding Company (to be known as Texas Utilities
Company) on Form S-8 of our report dated March 12, 1997, on Texas
Utilities Company and subsidiaries (to be known as Texas Energy
Industries, Inc. ["the Company"]) which report includes an
explanatory paragraph concerning the Company'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
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and of our report dated June 12, 1997, on the
Employees' Thrift Plan of Texas Utilities Company System,
appearing in the Plan's Annual Report on Form 11-K for the year
ended December 31, 1996.
/s/ Deloitte & Touche LLP
Dallas, Texas
August 4, 1997
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of TUC Holding Company (to be known as Texas Utilities
Company) on Form S-8 of our report dated February 10, 1997, on
ENSERCH Corporation and subsidiaries (ENSERCH) appearing in
ENSERCH's Annual Report on Form 10-K for the year ended December
31, 1996.
/s/ Deloitte & Touche LLP
Dallas, Texas
August 4, 1997
