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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - MAY 19, 1998
TEXAS UTILITIES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-12833 75-2669310
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201-3411
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE - (214) 812-4600
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Information contained in the two news releases of
Texas Utilities Company (the "Company") dated May 19, 1998, each
relating to the announcement that the cash offer by a subsidiary
of the Company for all outstanding Ordinary Shares, including
Ordinary Shares evidenced by American Depositary Shares, of The
Energy Group PLC had been declared unconditional in all respects,
is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
To be filed by amendment within the time period permitted
by this Item.
(b) Pro forma financial information
To be filed by amendment within the time period permitted
by this Item.
(c) Exhibits
99(a) Text of US press release of the Company dated
May 19, 1998.
99(b) Text of UK press release of the Company dated
May 19, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
TEXAS UTILITIES COMPANY
By: /s/ Robert S. Shapard
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Name: Robert S. Shapard
Title: Treasurer and
Assistant Secretary
Dated: May 27, 1998
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EXHIBIT INDEX
Exhibit Description
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99(a) Text of US press release of the Company
dated May 19, 1998.
99(b) Text of UK press release of the Company
dated May 19, 1998.
Exhibit 99(a)
TEXAS UTILITIES COMPANY
ENERGY PLAZA [] 1601 BRYAN STREET [] DALLAS, TEXAS 75201 [] (214) 812-4600
NEWS
RELEASE
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
FOR IMMEDIATE RELEASE
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TEXAS UTILITIES COMPANY OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
DALLAS, TEXAS - MAY 19, 1998 - Texas Utilities Company
(NYSE:TXU) announces that its offer for The Energy Group PLC
(NYSE/LSE:TEG) has been declared unconditional in all respects
and will remain open for acceptance until further notice.
By 1:00 p.m. (London time), 8:00 a.m. (New York City time)
on May 19, 1998, valid acceptances of the Texas Utilities Offer
had been received, and not withdrawn, in respect of a total of
222,709,601 Energy Group Shares and 9,145,695 Energy Group ADSs,
representing, in aggregate, 259,292,381 Energy Group Shares or
approximately 49.78% of The Energy Group's issued ordinary share
capital (each Energy Group ADS represents four Energy Group
Shares). Of these, elections for the Share Alternative had been
received in respect of 24,768,141 Energy Group Shares (including
Energy Group Shares represented by Energy Group ADSs), representing
approximately 4.76% of The Energy Group's issued ordinary share
capital, and elections for the Loan Note Alternative had been
received in respect of 7,393,427 Energy Group Shares, representing
approximately 1.42% of the said capital. An announcement setting
out details of the extent, if any, to which these acceptances
include those received from persons acting in concert with Texas
Utilities will be made in due course.
Except for the 7,941,233 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 1.52% of The Energy Group's issued ordinary share
capital, held on January 23, 1998 (being the business day prior to
the commencement of the offer period) by those persons deemed to
be acting in concert with Texas Utilities, neither Texas Utilities
nor any persons deemed to be acting in concert with Texas Utilities
held any Energy Group Shares (or rights over such shares) immediately
prior to the commencement of the offer period.
During the offer period:
1) TU Acquisitions (a wholly owned subsidiary of Texas
Utilities) has acquired 114,400,000 Energy Group Shares
(representing approximately 21.96% of The Energy Group's
issued ordinary share capital); and
2) persons deemed to be acting in concert with Texas Utilities
have acquired, in aggregate, 712,474 Energy Group Shares
(including Energy Group Shares represented by Energy Group
ADSs), representing approximately 0.14% of The Energy Group's
issued ordinary share capital, and have disposed of, in
aggregate, 1,778,521 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 0.34% of the said capital, none of such
acquisitions and disposals being connected with the Texas
Utilities Offer.
Except as disclosed in this announcement, neither Texas
Utilities nor any persons deemed to be acting in concert with
Texas Utilities have acquired or agreed to acquire any Energy
Group Shares (or rights over such shares) during the offer period.
Consequently, as at 1:00 p.m. (London time), 8:00 a.m. (New
York City time) on May 19, 1998, TU Acquisitions owned, had rights
over or had received valid acceptances in respect of, in aggregate,
373,692,381 Energy Group Shares (including Energy Group Shares
represented by Energy Group ADSs), representing approximately
71.75% of The Energy Group's issued ordinary share capital.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED TO
TENDER THEIR SECURITIES AS SOON AS POSSIBLE AND, IN ANY EVENT, SO
AS TO BE RECEIVED BY NO LATER THAN MIDNIGHT (LONDON TIME), 7:00
P.M. (NEW YORK CITY TIME) ON FRIDAY, MAY 29, 1998, THE DEADLINE
FOR THE PURPOSES OF CALCULATING THE SCALE DOWN RATIO FOR THE
LIMITED SHARE ALTERNATIVE.
HOLDERS OF ENERGY GROUP SECURITIES ELECTING FOR THE LIMITED
SHARE ALTERNATIVE WHO DO NOT TENDER THEIR SECURITIES SO AS TO BE
RECEIVED BY MIDNIGHT (LONDON TIME), 7:00 P.M. (NEW YORK CITY
TIME) ON FRIDAY, MAY 29, 1998 WILL NOT BE A SHAREHOLDER OF RECORD
ON JUNE 5, 1998 AND, THEREFORE, WILL NOT BE ENTITLED TO RECEIVE,
IN RESPECT OF THEIR NEW TEXAS UTILITIES SHARES, THE DIVIDEND OF
$0.55 PER SHARE OF TEXAS UTILITIES COMMON STOCK WHICH IS PAYABLE
ON JULY 1, 1998.
TEXAS UTILITIES WILL SEEK TO DELIST BOTH ENERGY GROUP SHARES
AND ENERGY GROUP ADSS AT THE EARLIEST OPPORTUNITY.
Texas Utilities Company is an investor-owned holding company
for energy service companies engaged in domestic and international
electric and natural gas utility services, energy marketing,
telecommunications, and other energy-related services.
- END -
FOR ADDITIONAL
INFORMATION CONTACT: DAVID ANDERSON OR TIM HOGAN
214/812-4641 214/812-2756
[email protected] [email protected]
GENERAL NEWS MEDIA CONTACTS: JIM LAWRENCE 214/812-4073
JOAN HUNTER 214/812-4071
Exhibit 99(b)
TEXAS UTILITIES COMPANY NEWS RELEASE
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
19 MAY 1998
TEXAS UTILITIES COMPANY
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OFFER FOR
THE ENERGY GROUP PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Texas Utilities announces that its offer for The Energy Group has
been declared unconditional in all respects and will remain open
for acceptance until further notice.
By 1.00 p.m. (London time), 8.00 a.m. (New York City time) on 19
May 1998, valid acceptances of the Texas Utilities Offer had been
received, and not withdrawn, in respect of a total of 222,709,601
Energy Group Shares and 9,145,695 Energy Group ADSs,
representing, in aggregate, 259,292,381 Energy Group Shares or
approximately 49.78 per cent. of The Energy Group's issued
ordinary share capital (each Energy Group ADS represents four
Energy Group Shares). Of these, elections for the Share
Alternative had been received in respect of 24,768,141 Energy
Group Shares (including Energy Group Shares represented by Energy
Group ADSs), representing approximately 4.76 per cent. of The
Energy Group's issued ordinary share capital, and elections for
the Loan Note Alternative had been received in respect of
7,393,427 Energy Group Shares, representing approximately 1.42
per cent. of the said capital. An announcement setting out
details of the extent, if any, to which these acceptances include
those received from persons acting in concert with Texas
Utilities will be made in due course.
Save for the 7,941,233 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 1.52 per cent. of The Energy Group's issued
ordinary share capital, held on 23 January 1998 (being the
business day prior to the commencement of the offer period) by
those persons deemed to be acting in concert with Texas
Utilities, neither Texas Utilities nor any persons deemed to be
acting in concert with Texas Utilities held any Energy Group
Shares (or rights over such shares) immediately prior to the
commencement of the offer period.
During the offer period:
(i) TU Acquisitions (a wholly owned subsidiary of Texas
Utilities) has acquired 114,400,000 Energy Group Shares
(representing approximately 21.96 per cent. of The Energy Group's
issued ordinary share capital); and
(ii) persons deemed to be acting in concert with Texas Utilities
have acquired, in aggregate, 712,474 Energy Group Shares
(including Energy Group Shares represented by Energy Group ADSs),
representing approximately 0.14 per cent. of The Energy Group's
issued ordinary share capital, and have disposed of, in
aggregate, 1,778,521 Energy Group Shares (including Energy Group
Shares represented by Energy Group ADSs), representing
approximately 0.34 per cent. of the said capital, none of such
acquisitions and disposals being connected with the Texas
Utilities Offer.
Save as disclosed in this announcement neither Texas Utilities
nor any persons deemed to be acting in concert with Texas
Utilities have acquired or agreed to acquire any Energy Group
Shares (or rights over such shares) during the offer period.
Consequently, as at 1.00 p.m. (London time), 8.00 a.m. (New York
City time) on 19 May 1998, TU Acquisitions owned, had rights over
or had received valid acceptances in respect of, in aggregate,
373,692,381 Energy Group Shares (including Energy Group Shares
represented by Energy Group ADSs), representing approximately
71.75 per cent. of The Energy Group's issued ordinary share
capital.
HOLDERS OF ENERGY GROUP SECURITIES ARE STRONGLY ENCOURAGED TO
TENDER THEIR SECURITIES AS SOON AS POSSIBLE AND, IN ANY EVENT, SO
AS TO BE RECEIVED BY NO LATER THAN MIDNIGHT (LONDON TIME), 7.00
P.M. (NEW YORK CITY TIME) ON FRIDAY, 29 MAY 1998, THE DEADLINE
FOR THE PURPOSES OF CALCULATING THE SCALE DOWN RATIO FOR THE
LIMITED SHARE ALTERNATIVE.
HOLDERS OF ENERGY GROUP SECURITIES ELECTING FOR THE LIMITED SHARE
ALTERNATIVE WHO DO NOT TENDER THEIR SECURITIES SO AS TO BE
RECEIVED BY MIDNIGHT (LONDON TIME), 7.00 P.M. (NEW YORK CITY
TIME) ON FRIDAY, 29 MAY 1998 WILL NOT BE A SHAREHOLDER OF RECORD
ON 5 JUNE 1998 AND, THEREFORE, WILL NOT BE ENTITLED TO RECEIVE,
IN RESPECT OF THEIR NEW TEXAS UTILITIES SHARES, THE DIVIDEND OF
$0.55 PER SHARE OF TEXAS UTILITIES COMMON STOCK WHICH IS PAYABLE
ON 1 JULY 1998.
TEXAS UTILITIES WILL SEEK TO DELIST BOTH ENERGY GROUP SHARES AND
ENERGY GROUP ADSS AT THE EARLIEST OPPORTUNITY.
Enquiries:
TEXAS UTILITIES COMPANY
David Anderson (Investors) Telephone: +1-214-812 4641
Joan Hunter (Press) Telephone: +1-214-812 4071
LEHMAN BROTHERS INTERNATIONAL Telephone: +44-171-601 0011
Richard Collier
Anthony Fobel
MERRILL LYNCH INTERNATIONAL Telephone: +44-171-628 1000
Justin Dowley
Lewis Lee
Martin Falkner
MERRILL LYNCH CORPORATE BROKING Telephone: +44-171-772 1000
Mike Gibson
Joshua Critchley
FINANCIAL DYNAMICS Telephone: +44-171-831 3113
Nick Miles
Andrew Dowler
The definitions set out in the offer document dated 10 March 1998
apply in this announcement. The Texas Utilities Offer is not
being made, directly or indirectly, in or into Canada, Australia
or Japan. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent
in or into Canada, Australia or Japan.
The Directors of TU Acquisitions accept responsibility for the
information contained in this announcement, and, to the best of
their knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Lehman Brothers and Merrill Lynch, which are regulated in the
United Kingdom by The Securities and Futures Authority Limited,
are acting for Texas Utilities and TU Acquisitions and no one
else in connection with the Texas Utilities Offer and will not be
responsible to anyone other than Texas Utilities and TU
Acquisitions for providing the protections afforded to their
respective customers or for providing advice in relation to the
Texas Utilities Offer or any other matter referred to herein.
Lehman Brothers and Merrill Lynch are acting through Lehman
Brothers Inc. and Merrill Lynch & Co., respectively, for the
purposes of making the Texas Utilities Offer in the United
States.
END
