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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) - APRIL 17, 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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<PAGE>
ITEM 5. OTHER EVENTS
Information contained in the two news releases of Texas
Utilities Company (the "Company") dated April 17, 1998, each
relating to the announcement by the Secretary of State in the
United Kingdom that the proposed cash offer ("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 will not be referred to the
Monopolies and Mergers Commission, is incorporated herein by
reference.
Information contained in the two news releases of the
Company dated April 22, 1998, each relating to the extension of
the Offer, is incorporated herein by reference.
Information contained in the news release of the
Company dated April 24, 1998, relating to its first quarter
unaudited earnings, is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99(a) Text of US press release of the Company
dated April 17, 1998.
99(b) Text of UK press release of the Company
dated April 17, 1998.
99(c) Text of US press release of the Company
dated April 22, 1998.
99(d) Text of UK press release of the Company
dated April 22, 1998.
99(e) Text of press release of the Company
dated April 24, 1998.
-2-
<PAGE>
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
-------------------------
Name: Robert S. Shapard
Title: Treasurer and
Assistant Secretary
Dated: April 29, 1998
-3-
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
99(a) Text of US press release of the Company
dated April 17, 1998.
99(b) Text of UK press release of the Company
dated April 17, 1998.
99(c) Text of US press release of the Company
dated April 22, 1998.
99(d) Text of UK press release of the Company
dated April 22, 1998.
99(e) Text of press release of the Company
dated April 24, 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
---------------------
TEXAS UTILITIES OFFER FOR THE ENERGY GROUP RECEIVES MERGER CLEARANCE
DALLAS, TEXAS - APRIL 17, 1998 - Texas Utilities Company
(NYSE:TXU) welcomes today's announcement by the Secretary of State in
the United Kingdom that the Texas Utilities Offer for The Energy Group
(NYSE/LSE:TEG) will not be referred to the Monopolies and Mergers
Commission.
Texas Utilities confidently expects that the only remaining
regulatory consent required for the purposes of the Texas Utilities
Offer, namely that required from the Federal Energy Regulatory
Commission (FERC) in relation to the Peabody Sale, will be received
within the timetable governing the offer. All other specific
regulatory approvals have now been obtained or waived by Texas
Utilities or Lehman Merchant.
The Texas Utilities Offer of 840 pence per Energy Group Share
represents a premium of 20 pence per share to the Increased PacifiCorp
Offer. Texas Utilities is also offering a limited share alternative
with a value equal to 865 pence per Energy Group Share, determined as,
and subject to the limitations, referred to in the offer document dated
March 10, 1998. The Texas Utilities Offer has not been declared final
and Texas Utilities has reserved the right to increase its offer in
the event of a higher competing bid.
Texas Utilities, through its wholly owned subsidiary TU
Acquisitions, owns 21.96 percent of The Energy Group's issued
ordinary share capital.
<PAGE>
Holders of Energy Group Securities are strongly urged to accept
the Texas Utilities offer as soon as possible and, in any event, by no
later that 10:00 p.m. (London time), 5:00 p.m. (New York City time)
on April 21, 1998.
Commenting, Erle Nye, Chairman and Chief Executive of Texas
Utilities, said: "We are obviously delighted by today's announcement
by the Secretary of State clearing our offer and are confident that
the remaining consent will be forthcoming shortly. We have
consistently delivered on our commitments to The Energy Group's
Board and its shareholders, and our offer clearly represents superior
value for Energy Group shareholders."
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.
- E N D -
FOR ADDITIONAL INFORMATION CONTACT: DAVID ANDERSON TIM HOGAN
214/812-4641 OR 214/812-2756
[email protected] [email protected]
GENERAL NEWS MEDIA CONTACT: JIM LAWRENCE 214/812-4073
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
17 APRIL 1998
TEXAS UTILITIES COMPANY
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OFFER FOR
THE ENERGY GROUP PLC
MERGER CLEARANCE
Texas Utilities welcomes today's announcement by the Secretary of
State that the Texas Utilities Offer will not be referred to the
Monopolies and Mergers Commission.
Texas Utilities confidently expects that the only remaining
regulatory consent required for the purposes of the Texas Utilities
Offer, namely that required from FERC in relation to the Peabody
Sale, will be received within the timetable currently governing the
offer. All other specific regulatory approvals have now been
obtained or waived by Texas Utilities or Lehman Merchant.
The Texas Utilities Offer of 840 pence per Energy Group Share
represents a premium of 20 pence per share to the Increased
PacifiCorp Offer. Texas Utilities is also offering a limited
share alternative with a value equal to 865 pence per Energy
Group Share, determined as, and subject to the limitations,
referred to in the offer document dated 10 March 1998. The Texas
Utilities Offer has not been declared final and Texas Utilities
has reserved the right to increase its offer in the event of a
higher competing bid.
Texas Utilities, through its wholly owned subsidiary TU
Acquisitions, owns 21.96 per cent of The Energy Group's issued
ordinary share capital.
Holders of Energy Group Securities are strongly urged to accept
the Texas Utilities Offer as soon as possible and, in any event,
by no later than 10:00 p.m. (London time), 5:00 p.m. (New York
City time) on 21 April 1998.
Commenting, Erle Nye, Chairman and Chief Executive of Texas
Utilities, said:
"We are obviously delighted by today's announcement by the
Secretary of State clearing our offer and are confident that
the remaining consent will be forthcoming shortly. We have
consistently delivered on our commitments to The Energy Group's
Board and its shareholders, and our offer clearly represents
superior value for Energy Group shareholders."
<PAGE>
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
Stephen Robinson
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
Exhibit 99(c)
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
---------------------
TEXAS UTILITIES LEVEL OF ACCEPTANCE AND EXTENSION OF OFFER FOR
THE ENERGY GROUP
DALLAS, TEXAS - April 22, 1998 - In accordance with the terms
of the Texas Utilities Company (NYSE:TXU) Offer, and as required
by applicable law and the City Code, Texas Utilities announces
that its cash offer for The Energy Group (NYSE/LSE:TEG) has been
extended and will remain open until 10:00 p.m. (London time),
5:00 p.m. (New York City time) on May 5, 1998.
The Texas Utilities Offer of 840 pence per Energy Group Share
represents a premium of 20 pence per share to the Increased
Pacificorp Offer. Texas Utilities is also offering a limited
share alternative with a value equal to 865 pence per Energy
Group Share, determined as, and subject to the limitations,
referred to in the offer document dated March 10, 1998. The
Texas Utilities Offer has not been declared final and Texas
Utilities has reserved the right to increase its offer in the
event of a higher competing bid.
By 10:00 p.m. (London time), 5:00 p.m. (New York City time)
on April 21, 1998, valid acceptances of the Texas Utilities Offer
had been received, and not withdrawn, in respect of a total of
19,958,973 Energy Group Shares and 3,160,098 Energy Group ADSs,
representing, in aggregate, 32,599,365 Energy Group Shares or
approximately 6.26% 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 5,370,787 Energy Group Shares (including
Energy Group Shares represented by Energy Group ADSs),
representing approximately 1.03% of The Energy Group's issued
ordinary share capital, and elections for the Loan Note
Alternative had been received in respect of 4,781,106 Energy
Group Shares, representing approximately 0.92% of the said
capital. None of these acceptances were received from persons
acting in concert with Texas Utilities.
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 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 of 10:00 p.m. (London time), 5:00 p.m. (New
York City time) on April 21, 1998, TU Acquisitions owned, had
rights over or had received valid acceptances in respect of, in
aggregate, 146,999,365 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 28.22% of The Energy Group's issued ordinary share
capital.
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 TIM HOGAN
214/812-4641 OR 214/812-2756
[email protected] [email protected]
GENERAL NEWS MEDIA CONTACT: JIM LAWRENCE 214/812-4073
JOAN HUNTER 214/812-4071
Exhibit 99(d)
TEXAS UTILITIES COMPANY NEWS RELEASE
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
22 APRIL 1998
TEXAS UTILITIES COMPANY
-----------------------
OFFER FOR
THE ENERGY GROUP PLC
LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER
In accordance with the terms of the Texas Utilities Offer, and as
required by applicable law and the City Code, Texas Utilities
announces that its cash offer for The Energy Group has been
extended and will remain open until 10.00 p.m. (London time),
5.00 p.m. (New York City time) on 5 May 1998.
The Texas Utilities Offer of 840 pence per Energy Group Share
represents a premium of 20 pence per share to the Increased
PacifiCorp Offer. Texas Utilities is also offering a limited
share alternative with a value equal to 865 pence per Energy
Group Share, determined as, and subject to the limitations,
referred to in the offer document dated 10 March 1998. The Texas
Utilities Offer has not been declared final and Texas Utilities
has reserved the right to increase its offer in the event of a
higher competing bid.
By 10.00 p.m. (London time), 5.00 p.m. (New York City time) on 21
April 1998, valid acceptances of the Texas Utilities Offer had
been received, and not withdrawn, in respect of a total of
19,958,973 Energy Group Shares and 3,160,098 Energy Group ADSs,
representing, in aggregate, 32,599,365 Energy Group Shares or
approximately 6.26 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 5,370,787 Energy
Group Shares (including Energy Group Shares represented by Energy
Group ADSs), representing approximately 1.03 per cent. of The
Energy Group's issued ordinary share capital, and elections for
the Loan Note Alternative had been received in respect of
4,781,106 Energy Group Shares, representing approximately 0.92
per cent. of the said capital. None of these acceptances were
received from persons acting in concert with Texas Utilities.
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 10.00 p.m. (London time), 5.00 p.m. (New York
City time) on 21 April 1998, TU Acquisitions owned, had rights
over or had received valid acceptances in respect of, in
aggregate, 146,999,365 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 28.22 per cent. of The Energy Group's issued
ordinary share capital.
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
Stephen Robinson
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
Exhibit 99(e)
TEXAS UTILITIES COMPANY
ENERGY PLAZA . 1601 BRYAN STREET . DALLAS, TEXAS 75201 .
(214) 812-4600 NEWS
RELEASE
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FOR IMMEDIATE RELEASE
---------------------
FIRST QUARTER RESULTS ENDED MARCH 31, 1998
DALLAS, TEXAS - APRIL 24, 1998 - Texas Utilities Company
(NYSE:TXU) announced today that earnings for the first quarter of
1998 were 52 cents per share (51 cents per share diluted) of
common stock compared to 51 cents per share for the first quarter
of 1997. Earnings for the quarter reflect continued strong
domestic electric sales growth, the positive results of domestic
gas operations and the better than expected performance of the
Company's Australian operations offset by reduced revenues as a
result of TU Electric's recent two year settlement agreement and
milder weather this quarter.
Earnings for the twelve months ended March 31, 1998,
excluding non-recurring items, were $3.09 per share ($3.08 per
share diluted) compared to $3.30 per share for the prior twelve
month period. Earnings for the twelve months ended were affected
by the previously announced TU Electric rate settlement refund
and fuel reconciliation disallowance and related adjustments. On
April 21, 1998, the Public Utility Commission of Texas approved
TU Electric's two year rate settlement agreement. The settlement
reduces customers' electricity costs effective January 1, 1998,
provides the flexibility necessary to make the Company more
competitive, provides continued earnings and cash flow stability
and avoids expensive and time consuming rate proceedings. As a
result, non-recurring items for the twelve months ended March 31,
1998 only reflect the effects of the fuel reconciliation
disallowance and related adjustments of approximately $79 million
and associated interest of approximately $12 million. Including
these non-recurring items, earnings were $2.85 per share ($2.84
per share diluted) for the twelve months ended March 31, 1998.
Earnings for the current twelve month period reflect strong
domestic electric sales growth and the strong performance of the
Company's Australian operations offset by TU Electric' rate
proceedings discussed above and the results of operations from
the Company's domestic gas businesses.
Earnings Per Share for both periods were affected by the
issuance of additional shares of common stock for the
acquisitions of ENSERCH Corporation and Lufkin-Conroe
Communications Company (LCC) partially offset by the repurchases
of common stock in the third and fourth quarters of 1997. The
Company's acquisitions of ENSERCH and LCC became effective August
5 and November 21, 1997, respectively. LCC did not materially
effect the results of either period.
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 TIM HOGAN
214/812-4641 OR 214/812-2756
[email protected] [email protected]
<PAGE>
FOR IMMEDIATE RELEASE
4/24/98
_____________________________________
TEXAS UTILITIES COMPANY
DALLAS, TEXAS
SUMMARY OF CONSOLIDATED EARNINGS
(UNAUDITED)
1998 1997
1st QTR ENDED MARCH 31 ---- ----
Operating Revenues $2,498,666,000 $1,493,804,000
Consolidated Net Income $126,629,000 $114,799,000
Average Number of Shares of 245,241,000 224,603,000
Common Stock Outstanding
Basic Earnings Per Share $0.52 $0.51
Diluted Earnings Per Share $0.51 $0.51
12 MONTHS ENDED MARCH 31
Operating Revenues $8,950,470,000 $6,580,831,000
Consolidated Net Income A$672,284,000 $742,331,000
Average Number of Shares of 236,118,000 224,850,000
Common Stock Outstanding
Basis Earnings Per Share $2.85 $3.30
Diluted Earnings Per Share $2.84 $3.30
A - INCLUDES A FUEL RECONCILIATION DISALLOWANCE AND RELATED
ADJUSTMENTS OF $79 MILLION AND INTEREST RELATED TO THE FUEL
RECONCILIATION DISALLOWANCE OF APPROXIMATELY $12 MILLION.
EXCLUDING THESE NON-RECURRING ITEMS, EARNINGS FOR THE TWELVE
MONTHS ENDED MARCH 31, 1998, WOULD HAVE BEEN $3.09 PER SHARE.
(DILUTED EARNINGS WOULD HAVE BEEN $3.08 PER SHARE.)
Stock Symbol: TXU
- END -
FOR ADDITIONAL INFORMATION
CONTACT: DAVID ANDERSON OR TIM HOGAN
214/812-4641 214/812-2756
[email protected] [email protected]
