Filed Pursuant to Rule 424(b)(3)
Registration No. 333-47135
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
WHEN CONSIDERING WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED
IMMEDIATELY TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISOR AUTHORISED UNDER THE FINANCIAL
SERVICES ACT 1986.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR ENERGY GROUP
SECURITIES, PLEASE SEND THIS DOCUMENT, TOGETHER WITH THE
ACCOMPANYING DOCUMENTS (BUT NOT THE FORM OF ACCEPTANCE IF IT IS
PERSONALISED), AS SOON AS POSSIBLE, TO THE PURCHASER OR
TRANSFEREE, OR TO THE STOCKBROKER, BANK OR OTHER AGENT THROUGH
WHOM THE SALE OR TRANSFER WAS EFFECTED FOR ONWARD TRANSMISSION TO
THE PURCHASER OR TRANSFEREE. HOWEVER, SUCH DOCUMENTS SHOULD NOT
BE FORWARDED OR TRANSMITTED IN OR INTO CANADA, AUSTRALIA OR
JAPAN.
THIS DOCUMENT SHOULD BE READ IN CONJUNCTION WITH THE OFFER
DOCUMENT DATED 10 MARCH 1998. THE DEFINITIONS CONTAINED IN THE
OFFER DOCUMENT ALSO APPLY IN THIS DOCUMENT SAVE WHERE THE CONTEXT
OTHERWISE REQUIRES.
LOGO
TEXAS UTILITIES' CASH OFFER IS
20 PENCE PER SHARE
MORE THAN
PACIFICORP'S.
A LIMITED SHARE ALTERNATIVE
IS ALSO AVAILABLE.
ACCEPT THE TEXAS UTILITIES OFFER NOW
<PAGE>
TEXAS UTILITIES COMPANY
ENERGY PLAZA . 1601 BRYAN STREET . DALLAS, TEXAS 75201-3411
27 March 1998
To holders of Energy Group Securities and, for information only,
to participants in the Energy Group Share Schemes
Dear Sir/Madam,
CASH OFFER FOR THE ENERGY GROUP
You should by now have received the offer documentation posted on
10 March relating to the Texas Utilities Offer.
THE TEXAS UTILITIES OFFER OF 840 PENCE PER ENERGY GROUP SHARE
REPRESENTS A PREMIUM OF 20 PENCE PER SHARE TO THE INCREASED
PACIFICORP OFFER.
Instead of receiving cash, certain holders of Energy Group
Securities who validly accept the Texas Utilities Offer may elect
to receive Loan Notes, as described in paragraph 5 of the letter
from Lehman Brothers and Merrill Lynch in the offer document.
In addition, a share alternative is being made available. Under
the Share Alternative, holders of Energy Group Securities who
validly accept the Texas Utilities Offer may elect to receive New
Texas Utilities Shares with a value equal to 865 pence per Energy
Group Share, determined as, and subject to the limitations,
referred to in paragraph 4 of the letter from Lehman Brothers and
Merrill Lynch.
Given the bulky nature of the offer document, I thought it might
be helpful to those of you who wish to accept the Texas Utilities
Offer if I summarised the action you need to take to do so.
TO ACCEPT THE TEXAS UTILITIES OFFER:
1. Complete the Form of Acceptance or Letter of Transmittal (as
appropriate) in accordance with paragraph 17 of the letter from
Lehman Brothers and Merrill Lynch (see page 26 of the offer
document).
2. Return the completed Form of Acceptance or Letter of
Transmittal (along with any appropriate documents of title) using
the appropriate enclosed reply-paid envelope as soon as possible.
If you have already accepted PacifiCorp's offer, you will need to
withdraw your acceptance of that offer before you can accept the
Texas Utilities Offer.
TO WITHDRAW FROM PACIFICORP'S OFFER:
1. Complete the (pink) notice of withdrawal in accordance with
the instructions accompanying the notice.
2. Return the completed notice of withdrawal in the appropriate
enclosed reply-paid envelope provided as soon as possible.
3. Once the appropriate documentation has been returned to you by
PacifiCorp's UK receiving agent or US depositary, follow the
instructions above to accept the Texas Utilities Offer.
An additional copy of the Form of Acceptance or Letter of
Transmittal and (pink) notice of withdrawal (along with reply-
paid envelopes) are enclosed for your convenience.
HELPLINES:
If you have any questions on the Texas Utilities Offer or would
like a copy of the offer document, please call the shareholder
helplines on 0171-600 5005 (in the UK) or (800) 848-3416 (in the
US).
<PAGE>
If you have any questions regarding the Acceptance Form, please
call the UK Receiving Agent on 0117-937 0672 or the US Depositary
on (888) 460-7637.
Texas Utilities' cash offer represents a premium of 20 pence per
Energy Group Share to the Increased PacifiCorp Offer. A limited
share alternative is also available.
Texas Utilities' shareholding in The Energy Group, through its
wholly owned subsidiary TU Acquisitions, amounts to approximately
21.96 per cent. of the issued share capital of The Energy Group.
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 PM (LONDON TIME), 5.00 PM (NEW YORK CITY
TIME) ON 7 APRIL 1998.
Yours faithfully,
/s/ ERLE NYE
ERLE NYE
Chairman and Chief Executive
1. RESPONSIBILITY
The Directors of TU Acquisitions accept responsibility for the
information contained in this document, 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
document is in accordance with the facts and does not omit
anything likely to affect the import of such information.
2. GENERAL
(a) Save as disclosed herein and in the announcement by Texas
Utilities dated 16 March 1998, as at 23 March 1998 (the
latest practicable date prior to the publication of this
document) there had been no material change to the
information contained in the offer document.
(b) Merrill Lynch, as broker to the Texas Utilities Offer, has
advised that, based on market conditions on 23 March 1998
(the latest practicable date prior to publication of this
document), in its opinion, if the Loan Notes had then been
in issue, the value of each L1 nominal of Loan Notes would
have been approximately 98 pence.
<PAGE>
(c) Lehman Brothers and Merrill Lynch have given and not
withdrawn their respective written consents to the issue
of this document with the references to their names,
including, in the case of Merrill Lynch, the reference to
its valuation of the Loan Notes, in the form and context
in which they appear.
(d) Shareholdings and dealings in relevant Texas Utilities
securities
As at the close of business on 20 March 1998 (the latest
practicable date prior to publication of this document)
Merrill Lynch and its affiliates held relevant Texas
Utilities securities as follows:
NUMBER OF SHARES OF
NAME TEXAS UTILITIES COMMON STOCK
---- ----------------------------
Merrill Lynch Asset
Management L.P. 5,079,568
(e) Shareholdings and dealings in relevant Energy Group
securities
(i) As at the close of business on 4 March 1998,
Merrill Lynch and its affiliates held relevant
Energy Group securities as follows:
NUMBER OF NUMBER OF
ENERGY ENERGY
NAME GROUP SHARES GROUP ADSs
---- ------------ ----------
Merrill Lynch
International
Nominees. . . . . . . 5,709,774 0
Merrill Lynch Asset
Management L.P.. . . 1,905,038 0
Hotchkis & Wiley L.P.. 929,397 427,286
As at the close of business on 20 March 1998 (the
latest practicable date prior to publication of
this document) Merrill Lynch and its affiliates
held relevant Energy Group securities as follows:
NUMBER OF NUMBER OF
ENERGY ENERGY
NAME GROUP SHARES GROUP ADSs
---- ------------ ----------
Merrill Lynch
International
Nominees. . . . . . . 5,906,676 0
Merrill Lynch Asset
Management L.P.. . . 2,053,665 0
Hotchkis & Wiley L.P.. 929,397 425,386
(ii) Dealings for value in relevant Energy Group
securities by Merrill Lynch and its affiliates
deemed to be acting in concert with Texas
Utilities for the period from 5 March until and
including 20 March 1998 were as follows:
Party: Hotchkis & Wiley L.P. (sold on behalf of
funds managed)
NUMBER OF
ENERGY
DATE TRANSACTION GROUP ADSs PRICE($)
---- ----------- ---------- --------
11/03/98 Sale 375 $ 55.00
16/03/98 Sale 100 $ 55.875
17/03/98 Sale 1,400 $ 56.00
(f) As at the close of business on 20 March 1998 (the latest
practicable date prior to publication of this document)
Lehman Brothers was interested in 492,420 Energy Group
Securities. These Energy Group Securities are held as part
of Lehman Brothers' normal trading activity to hedge
various customer driven index related derivative
contracts. No dealings for value are required to be
disclosed by Lehman Brothers and its affiliates for the
period from 5 March until and including 20 March 1998.
(g) As at the close of business on 20 March 1998 (the latest
practicable date prior to publication of this document)
Lehman Brothers was interested in 136,812 shares of Texas
Utilities Common Stock. These shares of Texas Utilities
Common Stock are held as part of Lehman Brothers' normal
trading activity to hedge various customer driven index
related derivative contracts. No dealings for value are
required to be disclosed by Lehman Brothers and its
affiliates for the period from 5 March until and including
20 March 1998.
(h) 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.
(i) The Texas Utilities Offer is not being made directly or
indirectly, in or into Canada, Australia or Japan and this
document is not being mailed or otherwise distributed or
sent in or into Canada, Australia or Japan.
(j) The New Texas Utilities Shares to be issued pursuant to
the Texas Utilities Offer have not been, and will not be,
the subject of a prospectus under the securities laws of
any province of Canada and will not be registered under
any relevant securities laws of any country other than the
federal securities laws of the United States. The New
Texas Utilities Shares are not being offered, sold or
delivered, directly or indirectly, in or into Canada,
Australia or Japan.
(k) The Loan Notes to be issued pursuant to the Texas
Utilities Offer have not been, and will not be registered
under the Securities Act or under any relevant securities
laws of any state or district of the United States, will
not be the subject of a prospectus under the securities
laws of any province of Canada and will not be registered
under any relevant securities laws of any other country.
The Loan Notes are not being offered, sold or delivered,
directly or indirectly, in or into the United States,
Canada, Australia or Japan.
