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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 8, 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 8, 1998, each
relating to the extension of the proposed 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, is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99(a) Text of US press release of Texas Utilities dated
April 8, 1998.
99(b) Text of UK press release of Texas Utilities dated
April 8, 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: April 8, 1998
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<PAGE>
EXHIBIT INDEX
Exhibit Description
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99(a) Text of US press release of Texas Utilities dated
April 8, 1998.
99(b) Text of UK press release of Texas Utilities dated
April 8, 1998.
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' LEVEL OF ACCEPTANCE AND EXTENSION OF OFFER FOR
THE ENERGY GROUP
DALLAS, TEXAS - April 8, 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 April 21, 1998.
By 3:00 p.m. (London time), 10:00 a.m. (New York City time)
on April 7, 1998, valid acceptances of the Texas Utilities Offer
had been received, and not withdrawn, in respect of a total of
11,908,706 Energy Group Shares and 3,562,115 Energy Group ADSs,
representing, in aggregate, 26,157,166 Energy Group Shares or
approximately 5.02% 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 6,755,052 Energy Group Shares (including
Energy Group Shares represented by Energy Group ADSs),
representing approximately 1.30% of The Energy Group's issued
ordinary share capital, and elections for the Loan Note
Alternative had been received in respect of 4,688,694 Energy
Group Shares, representing approximately 0.90% 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, 864,124 Energy Group
Shares (including Energy Group Shares represented by
Energy Group ADSs), representing approximately 0.17% 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 3:00 p.m. (London time), 10:00 a.m. (New
York City time) on April 7, 1998, TU Acquisitions owned, had
rights over or had received valid acceptances in respect of, in
aggregate, 140,557,166 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 26.98% 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.
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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
TEXAS UTILITIES COMPANY
NEWS RELEASE
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO CANADA, AUSTRALIA OR JAPAN
8 April 1998
TEXAS UTILITIES COMPANY
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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 21 April 1998.
By 3:00 p.m. (London time), 10:00 a.m. (New York City time) on 7
April 1998, valid acceptances of the Texas Utilities Offer had
been received, and not withdrawn, in respect of a total of
11,908,706 Energy Group Shares and 3,562,115 Energy Group ADSs,
representing, in aggregate, 26,157,166 Energy Group Shares or
approximately 5.02 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 6,755,052 Energy Group Shares (including
Energy Group Shares represented by Energy Group ADSs),
representing approximately 1.30 per cent, of The Energy Group's
issued ordinary share capital, and elections for the Loan Note
Alternative had been received in respect of 4,688,694 Energy
Group Shares, representing approximately 0.90 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, 864,124 Energy Group Shares
(including Energy Group Shares represented by Energy Group
ADSs), representing approximately 0.17 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 of 3:00 p.m. (London time), 10:00 a.m. (New York
City time) on 7 April 1998, TU Acquisitions owned, had rights
over or had received valid acceptances in respect of, in
aggregate, 140,557,166 Energy Group Shares (including Energy
Group Shares represented by Energy Group ADSs), representing
approximately 26.98 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
