===============================================================
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------
TUC HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Texas 75-2669310
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1601 Bryan Street
Dallas, Texas 75201
(Address of principal executive offices, including zip code)
-----------------
Securities to be registered pursuant to Section 12(b) of the
Act:
================================================================
Title of each class Name of each exchange on which
to be so registered each class is to be so registered
----------------------------------------------------------------
Common Stock, New York Stock Exchange
without par value Chicago Stock Exchange
Pacific Stock Exchange
================================================================
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act: None
-----------------
The Commission is respectfully requested to send copies of
all notices, orders and communications to:
Robert A. Wooldridge, Esq. Robert J. Reger, Jr., Esq.
Worsham, Forsythe & Wooldridge L.L.P. Reid & Priest LLP
1600 Bryan Street 40 West 57th Street
Dallas, Texas 75201 New York, New York 10019
=================================================================
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
--------------------------------------------
Registered.
----------
The Common Stock of the Registrant is described under
"Description of Company Capital Stock" in the Joint Proxy
Statement for Texas Utilities Company and ENSERCH Corporation and
Prospectus for TUC Holding Company Common Stock (Prospectus),
filed with the Securities and Exchange Commission (Commission)
pursuant to Rule 424(b)(3) of the Securities Act of 1933 on
September 27, 1996, in connection with the Registrant's
registration statement on Form S-4, Registration Statement No.
333-12391. Such description is incorporated herein by reference.
As indicated in the Prospectus, upon effectiveness of the
mergers described therein, the Registrant will change its name to
Texas Utilities Company.
Item 2. Exhibits.
--------
The Common Stock, without par value, described herein is to
be registered on the New York Stock Exchange, the Chicago Stock
Exchange and the Pacific Stock Exchange on each of which no other
securities of the Registrant are registered. Accordingly, the
following Exhibits required in accordance with Part II to the
instructions as to Exhibits to Form 8-A will be filed with each
such exchange but, with the exception of Exhibit 1(b), have not
been filed with, or incorporated by reference in, this
Registration Statement.
Exhibit
-------
1(a) Registration Statement on Form S-4 with respect
to TUC Holding Company Common Stock
1(b) "Description of Company Capital Stock" excerpted
from Prospectus described in 3(a)
3(a) Joint Proxy Statement for Texas Utilities Company
and ENSERCH Corporation and Prospectus for TUC
Holding Company Common Stock (Prospectus)
4(a) Amended and Restated Plan of Merger
4(b) Restated Articles of Incorporation of TUC Holding
Company
4(c) Restated Bylaws of TUC Holding Company
4(d) Specimen certificate representing Common Stock of
TUC Holding Company
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: March 26, 1997 TUC HOLDING COMPANY
By: /s/ Peter B. Tinkham
---------------------------------
Peter B. Tinkham
Treasurer and Assistant Secretary
-2-
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
1(b) "Description of Company Capital Stock" excerpted
from Prospectus described in 3(a)
Exhibit 1(b)
DESCRIPTION OF COMPANY CAPITAL STOCK
GENERAL
The authorized capital stock of the Company, as of the
Effective Time of the Mergers, will consist of 500,000,000 shares
of Common Stock, without par value, and 50,000,000 shares of
preference stock, $25 par value per share ("Company Preference
Stock"). The description of the material aspects of the Company
capital stock set forth herein does not purport to be complete
and is qualified in its entirety by reference to the Company
Restated Articles of Incorporation and Bylaws, as well as by
applicable statutory or other law. Upon issuance and delivery of
the shares of Company Common Stock offered hereby, such shares
will be fully paid and nonassessable.
COMPANY COMMON STOCK
Voting. Each holder of Company Common Stock will be
entitled to one vote per share on each matter submitted to a vote
at a meeting of shareholders and to cumulate such votes in all
elections of directors.
Dividends. The holders of Company Common Stock will be
entitled to receive dividends when and as declared by the Company
Board, subject to any rights of holders of any preference stock
of the Company. The Company's ability to pay dividends depends
primarily upon the ability of its subsidiaries to pay dividends
or otherwise transfer funds to it. The articles of
incorporation, certain mortgages and other agreements, as
supplemented, of TU Electric, SESCO and Texas Utilities Australia
Pty. Ltd., TUC's electric utility subsidiaries, contain
provisions which under certain conditions, will restrict the
ability of these subsidiaries of TUC to transfer funds to TUC in
the form of cash dividends, which could likewise restrict the
amount of funds TUC could transfer to the Company. Similar
restrictions may arise under certain financings and the Restated
Articles of Incorporation of ENSERCH. Provisions in the Company
Restated Articles of Incorporation also will preclude the payment
of dividends on Company Common Stock if there is any arrearage in
the payment of dividends on the Company Preference Stock.
Liquidation. In the event of any liquidation, dissolution
or winding up of the Company, the holders of its Common Stock
will be entitled to receive the remaining assets after payment to
the holders of Company Preference Stock of the preferential
amounts to which they are entitled.
Preemptive Rights. Holders of Company Common Stock will not
be entitled, as a matter of right, to subscribe for, purchase or
receive any new or additional issue of Company capital stock or
securities convertible to capital stock of the Company.
Listing and Transfer Agent. The Company Common Stock will
be listed on the NYSE, and may be listed on other stock
exchanges. The transfer agent and registrar for the Company
Common Stock will be Texas Utilities Shareholder Services,
Dallas, Texas, through a subsidiary of TUC.
COMPANY PREFERENCE STOCK
The holders of Company Preference Stock will not be accorded
voting rights, except that, when dividends thereon are in default
in an amount equivalent to four full quarterly dividends, the
holders of the preference stock will be entitled to vote for the
election of one-third of the Company Board or two directors,
whichever is greater, and, when dividends are in default in an
amount equivalent to eight full quarterly dividends, to vote for
the election of the smallest number of directors necessary so
that a majority of the full Company Board shall have been elected
by the holders of Company Preference Stock. The Company must
also secure the approval of the holders of two-thirds of the
outstanding shares of Company Preference Stock prior to effecting
various changes in its capital structure. The Company Board will
be authorized to divide any preference stock issued by the
Company into series and, within the limitations set forth in the
Company Restated Articles of Incorporation or prescribed by law,
to fix and determine the relative rights and preferences of the
shares of any series so established. Such rights and preferences
include the maximum number of shares in a series, preferences as
to dividends and upon liquidation, dividend rates, redemption
prices and terms, sinking fund provisions, conversion rights,
restrictions on the creation of indebtedness of the Company or on
the issuance of any additional stock ranking on a parity with or
prior to the shares of such series and any other rights or
preferences in which the TBCA permits variations between
different series of preferred stock. There will not be any
Company Preference Stock outstanding at the Effective Time of the
Mergers.
