<PAGE>
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
TEXAS UTILITIES COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 75-2669310
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or No.)
organization)
</TABLE>
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
------------------------
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
(Full title of the Plan)
------------------------
<TABLE>
<S> <C> <C>
ROBERT A. WOOLDRIDGE, ESQ. PETER B. TINKHAM, ESQ. ROBERT J. REGER, JR., ESQ.
Worsham, Forsythe & Secretary and Assistant Reid & Priest LLP
Wooldridge, L.L.P. Treasurer 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
</TABLE>
(Names, addresses and telephone numbers, including area codes, of agents for
service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
<S> <C> <C> <C> <C>
Common Stock, without par value...... 100,000 shares $40.781 $4,078,100 $1,203
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (1933
Act), this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) 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 ($40.781
per share) of the highest and the lowest sale price of Texas Utilities
Company's common stock on the NYSE composite tape on February 3, 1998).
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Texas Utilities Company
(Company) and its predecessors, Texas Energy Industries, Inc. (TEI) and ENSERCH
Corporation (ENSERCH), 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 TEI on Form 10-K for the year ended December 31, 1996,
File No. 1-3591.
(b) Quarterly Reports of TEI on Form 10-Q for the quarters ended March 31,
1997 and June 30, 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 Reports of ENSERCH on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997, File No. 1-3183.
(e) Current Reports of ENSERCH on Form 8-K dated January 14, March 12, June
5, July 3, August 4 and August 6, 1997, File No. 1-3183.
(f) Quarterly Report of the Company on Form 10-Q for the quarter ended
September 30, 1997, File No. 1-12833.
(g) Current Reports for the Company on Form 8-K dated August 5, August 25,
November 21, and December 17, 1997, File No. 1-12833.
(h) 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 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
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.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
At October 31, 1997, members of the firm of Worsham, Forsythe & Wooldridge,
L.L.P. owned approximately 41,200 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 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.
II-2
<PAGE>
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 to the extent the director is
found liable 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
involves 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 22 of the Company's bylaws provides as follows:
"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."
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.
II-3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
PREVIOUSLY FILED*
------------------------
WITH FILE
EXHIBIT NUMBER AS EXHIBIT
- ------------ ----------- -----------
<C> <C> <C> <C> <S>
4(a) 333-12391 3(a) -- Restated Articles of Incorporation of the Company.
4(b) -- 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) -- Independent Auditors' Consent.
23(b) -- 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 Pages II-6 and II-7).
</TABLE>
- ------------------------
* 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;
(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
II-4
<PAGE>
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.
II-5
<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/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
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 5th day of
February, 1998.
<TABLE>
<S> <C> <C>
TEXAS UTILITIES COMPANY
By: /s/ ERLE NYE
------------------------------------------
(Erle Nye, Chairman of the Board
and Chief Executive)
</TABLE>
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
(Erle Nye, Chairman of the Officer and Director
Board and Chief Executive)
/s/ MICHAEL J. MCNALLY
- ------------------------------
(Michael J. McNally, Executive Principal Financial
Vice President and Chief Officer
Financial Officer)
/s/ JERRY W. PINKERTON
- ------------------------------ Principal Accounting
(Jerry W. Pinkerton, Officer
Controller)
/s/ J. S. FARRINGTON
- ------------------------------ Director
(J. S. Farrington)
/s/ BAYARD H. FRIEDMAN
- ------------------------------ Director
(Bayard H. Friedman)
/s/ WILLIAM M. GRIFFIN Director
- ------------------------------
(William M. Griffin) February 5, 1998
/s/ KERNEY LADAY
- ------------------------------ Director
(Kerney Laday)
/s/ MARGARET N. MAXEY
- ------------------------------ Director
(Margaret N. Maxey)
/s/ JAMES A. MIDDLETON
- ------------------------------ Director
(James A. Middleton)
- ------------------------------ Director
(J. E. Oesterreicher)
/s/ CHARLES R. PERRY
- ------------------------------ Director
(Charles R. Perry)
/s/ HERBERT H. RICHARDSON
- ------------------------------ Director
(Herbert H. Richardson)
II-6
<PAGE>
POWER OF ATTORNEY
The Plan hereby appoints the Agents for Service named in this registration
statement, and each of them severally, as its attorney-in-fact to sign in its
name and behalf and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments, to this registration
statement.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Organization and Compensation Committee has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, and the State of Texas, on the 5th day of
February, 1998.
<TABLE>
<S> <C> <C>
DEFERRED COMPENSATION PLAN
FOR DIRECTORS OF SUBSIDIARIES OF
TEXAS UTILITIES COMPANY
By: /s/ PETER B. TINKHAM
-----------------------------------------
(Peter B. Tinkham,
Administrator)
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PREVIOUSLY FILED*
------------------------
WITH FILE
EXHIBIT NUMBER AS EXHIBIT
- ------------ ----------- -----------
<C> <C> <C> <C> <S>
4(a) 333-12391 3(a) -- Restated Articles of Incorporation of the Company.
4(b) -- 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) -- Independent Auditors' Consent.
23(b) -- 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 Pages II-6 and II-7).
</TABLE>
- ------------------------
* Incorporated herein by reference.
<PAGE>
EXHIBIT 4(B)
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.
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
<PAGE>
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 or 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.
2
<PAGE>
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.
3
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SECTION 18. NUCLEAR COMMITTEE. The board of directors, as soon as may be
after the annual meeting each year, shall 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 such 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 nonofficer 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 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
4
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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.
August 5, 1997
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EXHIBIT 5(A)
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4097
February 5, 1998
Texas Utilities Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-8 to be filed by Texas
Utilities 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 100,000 shares of common stock, without par
value ("Stock"), to be offered from time to time by the Company in connection
with the Deferred Compensation Plan for Directors of Subsidiaries of Texas
Utilities Company ("Plan"), 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 the Plan and delivered for the consideration contemplated in the
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 this opinion as an exhibit to the
aforementioned Registration Statement.
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<S> <C>
Very truly yours,
/s/ REID & PRIEST LLP
------------------------------------------
REID & PRIEST LLP
</TABLE>
<PAGE>
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
February 5, 1998
Texas Utilities Company
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-8 to be filed by Texas
Utilities 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 100,000 shares of common stock, without par
value ("Stock"), to be offered from time to time by the Company in connection
with the Deferred Compensation Plan for Directors of Subsidiaries of Texas
Utilities Company ("Plan"), 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 the Plan and delivered for the consideration contemplated in the
Plan.
We hereby consent to the use of this opinion as an exhibit to the
aforementioned Registration Statement.
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<S> <C> <C>
Very truly yours,
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ L. SCOTT AUSTIN
-----------------------------------------
A PARTNER
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EXHIBIT 15(A)
Texas Utilities Company:
We have made reviews, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited condensed
consolidated interim financial information of Texas Energy Industries, Inc.
("TEI"), formerly Texas Utilities Company, for the periods ended March 31, 1997
and 1996, and June 30, 1997 and 1996, and Texas Utilities Company and
subsidiaries (the "Company") for the periods ended September 30, 1997 and 1996,
as indicated in our reports dated May 8, 1997, August 11, 1997 and September 12,
1997, respectively; because we did not perform an audit, we expressed no opinion
on that information.
We are aware that our reports referred to above, which were included in
TEI's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and
June 30, 1997, and the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, are 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
February 5, 1998
<PAGE>
EXHIBIT 15(B)
ENSERCH Corporation:
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
condensed consolidated financial information of ENSERCH Corporation and
subsidiary companies (the "Company") included in your Quarterly Reports on Form
10-Q for the quarters ended March 31, 1997, June 30, 1997, and September 30,
1997, as indicated in our reports dated May 7, 1997, August 13, 1997 and
November 12, 1997, respectively; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were included in the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997, are 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
February 5, 1998
<PAGE>
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Texas Utilities Company of our report dated March 12, 1997, on
Texas Energy Industries, Inc. ("TEI"), formerly Texas Utilities Company, which
report includes an explanatory paragraph concerning TEI'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 TEI's Annual Report on Form 10-K for the year
ended December 31, 1996 and to the reference to us under the heading "Experts"
in the Prospectus which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 5, 1998
<PAGE>
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Texas Utilities Company of our report dated February 10, 1997,
appearing in the ENSERCH Corporation Annual Report on Form 10-K for the year
ended December 31, 1996, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 5, 1998
