Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
TUC HOLDING COMPPANY
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)
---------------------------------
ENSERCH CORPORATION 1981 STOCK OPTION PLAN
ENSERCH CORPORATION 1991 STOCK INCENTIVE PLAN
ENSERCH CORPORATION MANAGEMENT INCENTIVE PLAN
(Full title of the Plans)
---------------------------------
ROBERT A. WOOLDRIDGE, ESQ. PETER B. TINKHAM, ESQ. ROBERT J. REGER, JR.,ESQ.
Worsham, Forsythe & Treasurer and Reid & Priest LLP
Wooldridge, L.L.P. Assistant Secretary 40 West 57th Street
1601 Bryan Street Energy Plaza New York, New York 10019
Dallas, Texas 75201 1601 Bryan Street (212) 603-2000
(214) 979-3000 Dallas, Texas 75201
(214) 812-4600
(Names, addresses and telephone numbers, including area codes, of
agents for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
=========================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, 700,000 $35.0625 $24,543,750 $7,438
without par shares
value
=========================================================================
(1) 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) EACH
SHARE OF COMMON STOCK OF ENSERCH WILL BE AUTOMATICALLY CONVERTED
INTO APPROXIMATELY 0.225 SHARE OF COMMON STOCK OF THE COMPANY,
AND (IV) SHARES OF COMMON STOCK OF THE COMPANY WILL THEREAFTER BE
OFFERED AND SOLD UNDER THE ENSERCH CORPORATION 1981 STOCK OPTION
PLAN, THE ENSERCH CORPORATION 1991 STOCK INCENTIVE PLAN AND THE
ENSERCH CORPORATION MANAGEMENT INCENTIVE PLAN (TOGETHER, 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 Plan 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) 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 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
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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 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
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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 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
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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
Page II-6).
______________
*Incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
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(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 OF THE OFFICER AND DIRECTOR
BOARD AND CHIEF EXECUTIVE)
/S/ PETER B. TINKHAM
--------------------------- PRINCIPAL FINANCIAL AUGUST 4, 1997
(PETER B. TINKHAM, TREASURER OFFICER
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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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
Page II-6).
______________
*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, TX 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 700,000 shares of the Company's common stock,
without par value (Stock), to be offered from time to time in
connection with the ENSERCH Corporation 1981 Stock Option Plan,
the ENSERCH Corporation 1991 Stock Incentive Plan and the ENSERCH
Corporation Management Incentive Plan (collectively, the Plans)
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 will have been taken when any shares of authorized
but unissued Stock shall have been issued pursuant to any of the
Plans and delivered for the consideration contemplated in such
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, TX 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 700,000 shares of the Company's common stock,
without par value (Stock), to be offered from time to time in
connection with the ENSERCH Corporation 1981 Stock Option Plan,
the ENSERCH Corporation 1991 Stock Incentive Plan and the ENSERCH
Corporation Management Incentive Plan (collectively, the Plans)
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 will have been taken when any shares of authorized
but unissued Stock shall have been issued pursuant to any of the
Plans and delivered for the consideration contemplated in such
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.
/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
