Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
(214) 812-4600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------------
ROBERT A. WOOLDRIDGE, PETER B. TINKHAM, ROBERT J. REGER,
Esq. Esq. JR.,Esq.
Worsham, Forsythe Treasurer Reid & Priest LLP
& Wooldridge, L.L.P. Energy Plaza 40 West 57th
1601 Bryan Street 1601 Bryan Street Street
Dallas, Texas 75201 Dallas, Texas New York, New York
(214) 979-3000 75201 10019
(214) 812-4600 (212) 603-2000
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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Copies to:
DOUGLAS W. HAWES, WILLIAM T. SATTERWHITE, DAVID N. BROWN,
Esq. Esq. Esq.
LeBoeuf, Lamb, Senior Vice President Covington &
Greene and Burling
& MacRae, L.L.P. General Counsel 1201
125 West 55th ENSERCH Corporation Pennsylvania
Street 300 South St. Paul Avenue, N.W.
New York, New York Street Washington, D.C.
10019 Dallas, Texas 75201 20044
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Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of this
Registration Statement. The issuance of securities shall occur
when all other conditions to the merger of TUC Merger Corp., a
Texas corporation and a wholly owned subsidiary of the
Registrant, with and into Texas Utilities Company (the "TUC
Merger") and the merger of ENSERCH Merger Corp., a Texas
corporation and a wholly owned subsidiary of the Registrant, with
and into ENSERCH Corporation (the "ENSERCH Merger" and, together
with the TUC Merger, the "Mergers") pursuant to the Amended and
Restated Agreement and Plan of Merger described in the Joint
Proxy Statement/Prospectus forming a part of the Registration
Statement on Form S-4, Registration No. 333-12391, have been
satisfied or waived.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box. [ ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [X] Registration
No. 333-12391
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
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<PAGE>
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed
maximum Proposed
Title of each Amount offering maximum
class of to be price aggregate Amount of
securities to registered per unit offering registration
be registered (1) (2) price (3) fee
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Common Stock,
without par
value . . . 1,270,000 $35.0625 $44,529,375 $13,494
shares
=================================================================
(1) Additional number of shares of common stock which may be
issued in the Mergers and the Conversion (as defined in Note
2 to Calculation of Registration Fee in Registration No.
333-12391).
(2) Pursuant to Rules 457(f)(1) and 457(c) of the rules and
regulations under the Securities Act of 1933, as amended,
based upon the average of the high and low prices of the
common stock of Texas Utilities Company (predecessor to the
Registrant) as reported on the New York Stock Exchange
consolidated tape on August 1, 1997.
(3) Estimated solely for the purpose of calculating the
registration fee.
=================================================================
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The contents of the Registration Statement on Form S-4 filed
by TUC Holding Company (the "Company") with the Securities and
Exchange Commission (the "Commission") (File No. 333-12391),
pursuant to the Securities Act of 1933, as amended, including
each of the documents filed by the Company with the Commission
and incorporated by reference therein are incorporated by
reference into this Registration Statement.
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 16. EXHIBITS.
All exhibits filed with or incorporated by reference in the
Company's Registration Statement (File No. 333-12391) are
incorporated by reference into, and shall be deemed a part of,
this Registration Statement, except the following which are filed
herewith.
NUMBER EXHIBIT DESCRIPTION OF DOCUMENT
-------------- -----------------------
3(b) -- Restated Bylaws of the Company.
5(a) -- Opinion re Legality of Worsham, Forsythe &
Woodridge, L.L.P.
8(a) -- Opinion re Tax Matters of Reid & Priest LLP.
8(b) -- Opinion re Tax Matters of King & Spalding.
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) -- Consent of Worsham, Forsythe & Wooldridge,
L.L.P. (included in Exhibit 5(a)).
23(b) -- Consent of Reid & Priest LLP (included in
Exhibit 8(a)).
23(c) -- Consent of King & Spalding (included in
Exhibit 8(b)).
23(d) -- Consent of Deloitte & Touche LLP.
23(e) -- Consent of Deloitte & Touche LLP.
23(f) -- Consent of Barr Devlin & Co. Incorporated.
23(g) -- Consent of Morgan Stanley & Co. Incorporated.
23(h) -- Consent of Arthur Andersen LLP.
24(a) -- Power of Attorney (see Page II-2).
II-1
<PAGE>
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 attorney-in-fact to sign in his 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
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 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 Chief Executive) Officer and
Director
/s/ PETER B. TINKHAM Principal
------------------------------------- Financial August 4, 1997
(Peter B. Tinkham, Treasurer and Officer
Assistant Secretary)
/s/ MARC D. MOSELEY Principal
-------------------------------------- Accounting August 4, 1997
(Marc D. Moseley, Acting Controller) Officer
/s/ ROBERT A. WOOLRIDGE Director August 4, 1997
--------------------------------------
(Robert A. Woolridge)
II-2
<PAGE>
INDEX TO EXHIBITS
NUMBER
EXHIBIT DESCRIPTION OF DOCUMENT
------- ------------------------
3(b) -- Restated Bylaws of the Company.
5(a) -- Opinion re Legality of Worsham, Forsythe &
Woodridge, L.L.P.
8(a) -- Opinion re Tax Matters of Reid & Priest LLP.
8(b) -- Opinion re Tax Matters of King & Spalding.
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) -- Consent of Worsham, Forsythe & Wooldridge, L.L.P.
(included in Exhibit 5(a)).
23(b) -- Consent of Reid & Priest LLP (included in Exhibit
8(a)).
23(c) -- Consent of King & Spalding (included in Exhibit
8(b)).
23(d) -- Consent of Deloitte & Touche LLP.
23(e) -- Consent of Deloitte & Touche LLP.
23(f) -- Consent of Barr Devlin & Co. Incorporated.
23(g) -- Consent of Morgan Stanley & Co. Incorporated.
23(h) -- Consent of Arthur Andersen LLP.
24(a) -- Power of Attorney (see Page II-5).
Exhibit 3(b)
AMENDED AND RESTATED BYLAWS
OF
TEXAS UTILITIES COMPANY *
SECTION 1. Place of Meetings of Shareholders. All
meetings of the shareholders shall be held at the registered
office of the Corporation in Dallas, Texas, or at such other
place within or without the State of Texas as may be stated in
the call and notice.
SECTION 2. Annual Meeting of Shareholders. The annual
meeting of the shareholders for the election of directors and the
transaction of such other business as may properly come before
such meeting shall be held on the third Friday in May of each
year, at ten o clock in the forenoon, or at such other hour as
may be named in the notice of meeting, unless such day is a legal
holiday, in which case such meeting shall be held on the next
business day. In the event that such annual meeting for any
reason is not held on the date herein provided for, a subsequent
meeting may be held in place thereof and any business transacted
or elections held at such meeting shall be as valid as if
transacted or held at the annual meeting. Any such subsequent
meeting shall be called in the same manner as provided for
special meetings of shareholders.
SECTION 3. Special Meetings of Shareholders. Special
meetings of the shareholders may be called by the chairman of the
board, the president, the board of directors or the holders of
not less than one-tenth of all the shares entitled to vote at
such meetings.
SECTION 4. Notice of Meetings of Shareholders. Written
notice of all meetings, stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered to
the shareholders of record entitled to vote at such meetings not
less than ten nor more than sixty days before the meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder
at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. A waiver of notice in
writing signed by the person or persons entitled to such notice,
whether before or after the meeting, shall be equivalent to the
giving of such notice.
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* In the form to be effective immediately after the Effective
Time of the Mergers contemplated by the Amended and Restated
Agreement and Plan of Merger, dated as of April 13, 1996,
among Texas Utilities Company, ENSERCH Corporation and TUC
Holding Company.
<PAGE>
SECTION 5. Voting List for Meetings. The officer or
agent having charge of the stock transfer books of the
Corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any shareholder
during regular business hours. Such list shall also be produced
and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to
examine such list or to vote at any meeting of shareholders.
Failure to comply with any requirements of this Section 5 shall
not affect the validity of any action taken at such meeting.
SECTION 6. Quorum at Meetings of Shareholders. The
holders of a majority of the shares entitled to vote, present in
person or by proxy, shall constitute a quorum at any meeting of
shareholders, but less than a quorum shall have power to adjourn
any meeting from time to time. Except as otherwise provided by
statute or by the articles of incorporation or these bylaws, with
respect to any matter, other than the election of directors, the
affirmative vote of the holders of a majority of the shares
entitled to vote on that matter, present in person or by proxy,
shall be the act of the shareholders.
SECTION 7. Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to receive payment of
any dividend, or for any other proper purpose, the board of
directors may fix in advance a record date for any such
determination, such date to be not more than sixty days and, in
case of a meeting of shareholders, not less than ten days, prior
to the date on which the particular action requiring such
determination of shareholders is to be taken.
SECTION 8. Presiding Officer and Secretary. The
chairman of the board or president of the Corporation shall
preside at, and the secretary or an assistant secretary shall
keep the records of, each meeting of shareholders. In the
absence of either such officer, such officer's duties shall be
performed by another officer of the Corporation appointed by the
board of directors or, in the absence of such appointment,
appointed at the meeting.
SECTION 9. Form of Certificates of Stock and Transfer of
Shares. Certificates of stock of the Corporation shall be of
such form and device as the board of directors may from time to
time determine. The stock of the Corporation shall be
transferable only on the books of the Corporation by the holders
in person or by attorney on surrender of the certificates
therefor properly endorsed. The board of directors may appoint
one or more transfer agents and one or more registrars of the
stock. The Corporation shall be entitled to treat the holder of
record of any shares of the Corporation as the owner thereof for
all purposes, and shall not be bound to recognize any equitable
or other claim to, or interest in, such shares of any rights
deriving from such shares, on the part of any other person,
unless and until such other person becomes the holder of record
of such shares, whether or not the Corporation shall have either
actual or constructive notice of the interest of such other
person.
SECTION 10. Signing of Certificates of Stock.
Certificates of stock of the Corporation shall be signed by the
president or a vice president and either the secretary or an
assistant secretary, and shall be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate
is countersigned by a transfer agent or registered by a
registrar, either of which is other than the Corporation itself
or an employee of the Corporation. In case any officer who has
signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its
issuance.
SECTION 11. Directors. The board of directors shall
consist of ten members. Meetings of the board of directors shall
be held at the time and place fixed by resolution of the board of
directors or upon the call of the chairman of the board or the
president or the executive committee. The secretary or officer
performing his duties shall give two days notice of all meetings
of directors by mail or telegram to the last known address of
each director, provided that a meeting may be held without notice
immediately after the annual election, and notice need not be
given of regular meetings held at such time as may be fixed by a
resolution of the board. Meetings of the directors may be held
at any time without notice if all directors are present or if
those not present waive notice either before or after the
meeting. At any meeting of directors a majority of the whole
number of directors shall constitute a quorum, but less than a
quorum shall have power to adjourn the meeting from time to time.
SECTION 12. Officers. The board of directors, as soon as
may be after the annual meeting each year, may elect one of their
number chairman of the board, shall elect a president of the
Corporation, shall elect one or more vice presidents, a secretary
and a treasurer, and may elect one or more assistant secretaries
and assistant treasurers and such other officers as they may from
time to time deem proper. The same person may be elected to and
hold more than one office, except that the president and the
secretary shall not be the same person. The term of office of
all officers shall be one year, or until their respective
successors are chosen and qualified, but any officer may be
removed from office for or without cause at any time by the board
of directors. Whenever any vacancy shall occur in any office by
death, resignation, increase in the number of offices of the
Corporation, or otherwise, the same shall be filled by the board
of directors, and the officer so elected shall hold office until
his successor is chosen and qualified. The officers of the
Corporation shall have such powers and duties as usually pertain
to their offices, respectively, as well as such powers and duties
as may from time to time be conferred by the board of directors.
SECTION 13. Executive Committee. The board of directors,
as soon as may be after the annual meeting each year, may appoint
an executive committee to consist of the chairman of the board,
the president and such number of the directors as the board may
from time to time determine. Such executive committee shall have
and may exercise all the powers of the board during the intervals
between its meetings which may be lawfully delegated, subject to
such limitations as may be provided by resolution of the board of
directors. The board shall have the power at any time to change
the membership of such committee and to fill vacancies in it.
The executive committee may elect a chairman and may make rules
for the conduct of its business and appoint such committees and
assistants as it may deem necessary. A majority of the members
of such committee shall constitute a quorum.
SECTION 14. Audit Committee. The board of directors, as
soon as may be after the annual meeting each year, shall appoint
an audit committee to consist of such number of the nonofficer
members of the board of directors as the board may from time to
time determine. Such audit committee shall select and nominate
to the board, for its consideration, a firm of certified public
accountants to audit the books of account and records of the
Company and to perform related services for the ensuing year, and
said committee shall discuss the audit work with the auditors
appointed to perform the audit and shall perform such other
services as the board shall direct from time to time by
resolution of the board of directors. The audit committee may
elect a chairman and may make rules for the conduct of its
business and appoint such committees and assistants as it may
deem necessary. A majority of the members of such committee
shall constitute a quorum.
SECTION 15. Finance Committee. The board of directors,
as soon as may be after the annual meeting each year, shall
appoint a finance committee to consist of such number of the
nonofficer members of the board of directors as the board may
from time to time determine. Such finance committee shall
review and recommend to the board, for its consideration, major
financial undertakings and policies and said committee shall
perform such other services as the board shall direct from time
to time by resolution of the board of directors. The finance
committee may elect a chairman and may make rules for the conduct
of its business and appoint such committees and assistants as it
may deem necessary. A majority of the members of such committee
shall constitute a quorum.
SECTION 16. Nominating Committee. The board of
directors, as soon as may be after the annual meeting each year,
shall appoint a nominating committee to consist of such number of
the nonofficer members of the board of directors as the board may
from time to time determine. Such nominating committee shall
select and recommend to the board, for its consideration, persons
as nominees for election as directors of the Company and shall
consider among other things the performance of incumbent
directors in determining whether to nominate them for reelection,
and said committee shall perform such other services as the board
shall direct from time to time by resolution of the board of
directors. The nominating committee may elect a chairman and may
make rules for the conduct of its business and appoint such
committees and assistants as it may deem necessary. A majority
of the members of such committee shall constitute a quorum.
SECTION 17. Organization and Compensation Committee. The
board of directors, as soon as may be after the annual meeting
each year, shall appoint an organization and compensation
committee to consist of such number of the nonofficer members of
the board of directors as the board may from time to time
determine. Such organization and compensation committee shall
review and recommend to the board, for its consideration, the
organization of the Company, the duties and remuneration of
officers and senior management, and the compensation plans in
which such officers and senior management are eligible to
participate, and said committee shall perform such other services
as the board shall direct from time to time by resolution of the
board of directors. The organization and compensation committee
may elect a chairman and may make rules for the conduct of its
business and appoint such committees and assistants as it may
deem necessary. A majority of the members of such committee
shall constitute a quorum.
SECTION 18. Nuclear Committee. The board of directors,
as soon as may be after the annual meeting each year, may appoint
a nuclear committee to consist of such number of the directors as
the board may from time to time determine. Such nuclear
committee shall review and generally oversee, and make reports
and recommendations to the board in connection with, the
construction and operation of the Company s nuclear generating
units, shall discuss shall matters with Company personnel and
consultants, may commission, undertake, receive and review
studies and reports on such matters and shall perform such other
services as the board shall direct from time to time by
resolution of the board of directors. The nuclear committee may
elect a chairman and may make rules for the conduct of its
business and appoint such committees and assistants as it may
deem necessary. A majority of the members of such committee
shall constitute a quorum.
SECTION 19. Business Development Committee. The board of
directors, as soon as may be after the annual meeting each year,
shall appoint a business development committee to consist of such
number of members of the board of directors as the board may from
time to time determine. Such business development committee
shall review and recommend to the board, for its consideration,
new business opportunities, proposed acquisitions and other
transactions, may authorize preliminary discussions, negotiations
and actions in connection therewith and, if so authorized by
resolution of the board, may take further action with regard
thereto. The business development committee shall perform such
other services as the board shall direct from time to time by
resolution of the board of directors. The business development
committee may elect a chairman and may make rules for the conduct
of its business and appoint such committees and assistants as it
may deem necessary. A majority of the members of such committee
shall constitute a quorum.
SECTION 20. Other Committees. The board of directors
may, by resolution passed by a majority of the whole board,
establish other committees, each committee to consist of one or
more directors, which committees shall have such power and
authority and shall perform such functions as may be provided in
such resolution. Each committee may elect a chairman and may
make rules for the conduct of its business as it may deem
necessary. A majority of the members of each committee shall
constitute a quorum. Each committee shall act only on the
affirmative vote of a majority of the members present at a
meeting.
SECTION 21. Transactions with the Corporation. A
director of this Corporation shall not be disqualified by his
office from dealing or contracting with this Corporation, either
as a vendor, purchaser or otherwise, nor shall any transaction or
contract of this Corporation be void or voidable by reason of the
fact that any director or any firm of which any director is a
member, or any corporation of which any director is a shareholder
or director, is in any way interested in such transaction or
contract, provided that such transaction or contract is or shall
be authorized, ratified or approved either (1) by vote of the
majority of a quorum of the board of directors or of the
executive committee, without counting in such majority or quorum
any director so interested or a member of a firm so interested or
a shareholder or director of a corporation so interested; or (2)
by vote at a shareholders' meeting of the holders of a majority
of all the outstanding shares of the capital stock of the
Corporation entitled to vote thereon or by writing or writings
signed by a majority of such holders; nor shall any director be
liable to account to the Corporation for any profits realized by
him from or through any transaction or contract of this
Corporation authorized, ratified or approved, as aforesaid, by
reason of the fact that he or any firm of which he is a member or
any corporation of which he is a shareholder or director was
interested in such transaction or contract. Nothing herein
contained shall create any liability in the events above
described or prevent the authorization, ratification or approval
of such contracts in any other manner provided by law.
SECTION 22. 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 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 22 shall adversely
affect any such arrangement or right to indemnification existing
at the time of such repeal or modification.
SECTION 23. Compensation of Directors. The board of
directors shall have power to authorize the payment of
compensation to the directors for services to the Corporation,
including fees for attendance at meetings of the board of
directors or the executive committee and all other committees,
and to determine the amount of such compensation and fees.
SECTION 24. Amendment of Bylaws. These bylaws may be
altered, changed or amended as provided by statute, or at any
meeting of the board of directors by affirmative vote of a
majority of all of the directors, if notice of the proposed
change has been delivered or mailed to the directors at least ten
days before the meeting; provided that the board of directors
shall not make or alter any bylaw fixing their number,
qualifications, classification, or term of office.
Exhibit 5(a)
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-3
(Current Registration Statement) 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, (Securities Act) for the
registration pursuant to Rule 462(b) under the Securities Act of
1933, as amended, of 1,270,000 additional shares of the
Company's common stock, without par value (Stock), to be offered
pursuant to the terms of the Amended and Restated Agreement and
Plan of Merger, dated among the Company, Texas Utilities Company
and ENSERCH Corporation (Plan of Merger), as contemplated by the
Registration Statment on Form S-4 (Registration No. 333-12391)
that was filed with the Commission under the Securities Act on
September 20, 1996 (Previous Registration Statement) and
incorporated by reference into the Current Registration
Statement, 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 the Stock
validly issued, fully paid and non-assessable will have been
taken when: (a) the Stock shall have been issued and delivered in
accordance with the Plan of Merger or pursuant to the Conversion
(as defined in the Previous Registration Statement); and (b) the
Articles of Merger shall have been duly filed with the Secretary
of State of the State of Texas in accordance with the Texas
Business Corporation Act as contemplated by the Plan of Merger
and Certificates of Merger shall have been issued by such
official.
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 A. Anderson
------------------------
A Partner
Exhibit 8(a)
REID & PRIEST LLP
40 West 57th Street
New York, New York 10019
August 4, 1997
Texas Utilities Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Reference is made to the registration statement on Form
S-3 ("New Registration Statement") to be filed by TUC Holding
Company ("Company") with the Securities and Exchange Commission
("SEC") on or about the date hereof under the Securities Act of
1933, as amended, with respect to the proposed issuance of shares
of common stock additional to those registered pursuant to a
registration statement on Form S-4, Registration No. 333-12391
("Registration Statement No. 333-12391") filed with the SEC on
September 20, 1996 in connection with (i) the merger of Enserch
Exploration, Inc., an 83% subsidiary of ENSERCH Corporation
("ENSERCH"), with and into Lone Star Energy Plant Operations,
Inc. ("LSEPO"), an indirectly wholly-owned subsidiary of ENSERCH,
and the change of the name of LSEPO to Enserch Exploration, Inc.
("New EEX"), (ii) the distribution to the holders of ENSERCH
common stock on a pro rata basis of all of ENSERCH's interest in
New EEX, (iii) the merger of TUC Merger Corp. and Enserch Merger
Corp., wholly-owned subsidiaries of the Company, with and into
TUC and ENSERCH, respectively, and (iv) the registration of the
Company's common stock (collectively, the "Transaction").
Registration Statement No. 333-12391, including the joint proxy
statement and prospectus (the "Prospectus") contained therein,
has been incorporated by reference into the New Registration
Statement pursuant to General Instruction IV to Form S-3.
We have acted as your special tax counsel with respect
to the Transaction. We are of the opinion that the statements
under the caption "Certain United States Federal Income Tax
Consequences" in the Prospectus constitute an accurate
description, in general terms, of certain of the material Federal
income tax consequences that may be relevant to holders of TUC
stock and ENSERCH stock. Such statements are conditioned upon
the receipt of a ruling from the Internal Revenue Service and
opinions of counsel, which in turn are based upon certain
representations received by the management of TUC and ENSERCH.
An appropriate ruling was received from the Internal Revenue
Service with respect to the Transaction on February 26, 1997 and
a supplemental ruling was received on July 21, 1997.
We hereby consent to the use of our name under the
captions "Certain United States Federal Income Tax Consequences"
and "Legal Matters" in the Prospectus and the filing of this
opinion with the SEC in connection with the New Registration
Statement.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit 8(b)
KING & SPALDING
1730 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-4706
Telephone: 202/737/0500
Facimile: 202/626/3737
ENSERCH Corporation
300 South St. Paul Street
Dallas, Texas 75201
Re: Registration Statement on Form S-3 of
TUC Holding Company
-------------------------------------
Ladies and Gentlemen:
This opinion is delivered to you in connection
with the Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities
and Exchange Commission by TUC Holding Company ("Holding
Company") in connection with the merger of TUC Merger Corp.
and ENSERCH Merger Corp., wholly-owned subsidiaries of
Holding Company, with and into Texas Utilities Company
("TUC") and ENSERCH Corporation ("ENSERCH"), respectively
(the "Transaction").
INFORMATION RELIED UPON
-----------------------
In rendering the opinion expressed herein, we have
examined such documents as we have deemed appropriate.
Specifically, we have examined, among other documents, the
originals or drafts, as may be applicable, of (i) the
Registration Statement; (ii) the Registration Statement No.
333-12391 on Form S-4, including the Joint Proxy
Statement/Prospectus, dated September 23, 1996, for TUC
and ENSERCH (the "Joint Proxy Statement"); (iii) the
Amended and Restated Agreement and Plan of Merger, dated
April 13, 1996, among ENSERCH, TUC, and Holding Company;
(iv) the Agreement and Plan of Distribution among ENSERCH,
Enserch Exploration, Inc. ("EEX"), Lone Star Energy Plant
Operations, Inc. ("LSEPO"), and Holding Company; (v) the
Tax Allocation Agreement among ENSERCH, Enserch
Exploration, Inc., formerly named LSEPO ("New EEX"), and
TUC; (vi) the Tax Assurance Agreement between ENSERCH and
New EEX; (vii) Registration Statement No. 333-13241 on
Form S-4 filed with the Securities and Exchange Commission
by LSEPO and declared effective on October 2, 1996; (viii)
the Agreement and Plan of Merger among LSEPO, EEX, and
ENSERCH; (ix) the Trust Agreement for ENS Holdings Trust,
dated December 31, 1994, between ENSERCH and ENS Holdings
Limited Partnership; (x) the Amendment and Termination of
Trust Agreement for ENS Holdings Trust between ENSERCH and
ENS Holdings Limited Partnership; (xi) the Rights Agreement,
dated August 29, 1996, between LSEPO and [Harris Trust Company
of New York] (the Rights Agent); and (xii) the Rights Agreement,
dated March 26, 1996, between ENSERCH and Harris Trust Company
of New York (the Rights Agent). We understand that ENSERCH
has provided to us all documents and materials submitted or
presented to the ENSERCH Board of Directors in connection
with the Transaction, as well as the resolutions and minutes
of the ENSERCH Board of Directors relating to the Transaction.
In our examination of the documents and in our
reliance upon them in issuing this opinion, we have
assumed, with your consent, that all documents submitted to
us as photocopies or by telecopy faithfully reproduce the
originals thereof, that the originals are authentic, that
all such documents submitted to us have been or will be
duly executed and validly signed (or filed, where
applicable) to the extent required in substantially the
same form as they have been provided to us, that each
executed document will constitute the legal, valid, binding
and enforceable agreement of the signatory parties, that
all representations and statements set forth in the
documents are and will remain true, correct, and complete
in all material respects, and that all obligations imposed
on the parties by any of the documents have been or will be
performed or satisfied in accordance with their terms in
all material respects. We have further assumed that, for
our examination in connection with this opinion, you have
disclosed to us all of the documents, arrangements or
understandings that are material to the Transaction.
We also have obtained such additional information and
representations, upon which we have relied in rendering
this opinion, as we have deemed relevant and necessary,
through consultations with various representatives of
ENSERCH and through a written certificate from ENSERCH
dated August 4, 1997, verifying those facts that have been
represented to us. We have also obtained a written certificate
from TUC dated August 4, 1997, although we have had no such
consultations with any representative of TUC. We have not
obtained written certificates from any shareholders of TUC or
ENSERCH to verify certain relevant facts. This opinion is
based upon the assumption that we will obtain a written
certificate from TUC and ENSERCH at the time of the closing
that will confirm the facts represented by each Company in
its certificate dated August 4, 1997.
OPINION
-------
Based on the foregoing, it is our opinion that the
statements contained in the Joint Proxy Statement in the
section captioned "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" fairly present in all material respects the
information set forth therein and fairly summarize the
matters referred to therein.
This opinion is based on current authorities and upon
facts and assumptions of this date. It is subject to
change in the event of a change in the applicable law or a
change in the interpretation of such law by the courts or
by the Internal Revenue Service. There can be no assurance
that legislative or administrative changes or court
decisions will not be forthcoming that would significantly
modify this opinion or cause its withdrawal. We are under
no obligation to inform you of any such changes or
decisions. In addition, our opinion is based solely on the
documents that we have examined, the additional information
that we have obtained, and the representations referred to
herein that we have assumed with your consent to be true on
the date hereof. Our opinion cannot be relied upon if any
of the material facts contained in such documents or any
such additional information is, or later becomes,
materially inaccurate or if any of the representations
referred to herein are, or later becomes, materially
inaccurate or if any of the representations referred to
herein are, or later become, materially inaccurate or if
the written certificates required to be delivered prior to
the closing of the Transaction are not delivered. Our opinion
represents our legal judgment and has no official status of
any kind. Finally, our opinion is limited to the tax matters
specifically covered thereby.
This letter is furnished by us as counsel for ENSERCH
and is solely for the benefit of ENSERCH. We consent to
the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
Very truly yours,
/s/ KING & SPALDING
KING & SPALDING
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(d)
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-3 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.
/s/ Deloitte & Touche LLP
Dallas, Texas
August 4, 1997
EXHIBIT 23(e)
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-3 of our report dated February 10, 1997, on
ENSERCH Corporation and subsidiary companies (ENSERCH) appearing
in ENSERCH's Annual Report on Form 10-K and our report dated
February 10, 1997 (March 7, 1997 as to the third paragraph of
Note 4) on Enserch Exploration, Inc. and subsidiaries ("EEX")
appearing in EEX's Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
Dallas, Texas
August 4, 1997
EXHIBIT 23(F)
CONSENT OF BARR DEVLIN & CO. INCORPORATED
-----------------------------------------
We hereby consent to the use of our opinion in the Joint
Proxy Statement/Prospectus of Texas Utilities Company and ENSERCH
Corporation incorporated by reference in this Registration
Statement of TUC Holding Company and to all references to our
firm included in or made a part of this Registration Statement.
In giving such consent, we do not thereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and
regulations adopted by the Securities and Exchange Commission
thereunder.
/s/ Barr Devlin & Co. Incorporated
BARR DEVLIN & CO. INCORPORATED
New York, New York
August 4, 1997
EXHIBIT 23(G)
CONSENT OF MORGAN STANLEY & CO. INCORPORATED
August 4, 1997
ENSERCH Corporation
300 South St. Paul Street
Dallas, TX 75201
Dear Sirs:
We hereby consent to the incorporation by reference in
the Registration Statement of TUC Holding Company ("TUC Holding")
on Form S-3, with respect to the proposed merger of Enserch
Merger Corp., a wholly owned subsidiary of TUC Holding, with and
into ENSERCH Corporation, and certain related transactions, of
our opinion letter appearing as Annex IV to the Proxy
Statement/Prospectus, dated September 23, 1996, which is a part
of Registration Statement No. 333-12391 on Form S-4, and to the
references to our firm name therein. In giving such consent, we
do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations adopted by the
Securities and Exchange Commission thereunder nor do we admit
that we are experts with respect to any part of such Registration
Statements within the meaning of the term "experts" as used in
the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Christopher L. Ryan
----------------------------
Vice President
EXHIBIT 23(H)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in TUC Holding Company's registration
statement on Form S-3 of our report on the financial statements
of Dalen Corporation as of December 31, 1994 and 1993, and for
the three years in the period ended December 31, 1994, dated
February 24, 1995, included in ENSERCH Corporation's Form 8-K
dated May 26, 1995, and to all references to our firm included in
this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Dallas, Texas
August 4, 1997
