<PAGE>
REGISTRATION NO.
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- --------------------------------------------------------------------------------
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)
TEXAS 75-2669310
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
------------------------
SALARY DEFERRAL PROGRAM
OF THE
TEXAS UTILITIES COMPANY SYSTEM
(Full title of the Plan)
------------------------
ROBERT A. WOOLDRIDGE, PETER B. TINKHAM, ESQ. ROBERT J. REGER, JR.,
ESQ. Secretary and Assistant ESQ.
Worsham, Forsythe & Treasurer Reid & Priest LLP
Wooldridge, L.L.P. Energy Plaza 40 West 57th Street
1601 Bryan Street 1601 Bryan Street New York, New York 10019
Dallas, Texas 75201 Dallas, Texas 75201 (212) 603-2000
(214) 979-3000 (214) 812-4600
(Names, addresses and telephone numbers, including area codes, of agents for
service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) OFFERING PRICE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Obligations..................... $25,000,000 100% $25,000,000 $7,375
</TABLE>
(1) Pursuant to Rule 457 of the Securities Act of 1933, solely for the purpose
of determining the registration fee.
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<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.
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.
Salary deferrals and matching contributions with respect to a participant in
the Plan will be contributed to a grantor trust (Trust). Participants in the
Plan will have no interest in the assets of the Trust, which will remain part of
the general assets of the Participating Employees under the Plan, including the
Company, and subject to the claims of general creditors. If Trust assets are
insufficient to make required distributions, the Company, on behalf of the
Participating Employers, each of which is wholly-owned by the Company, is
obligated to pay the Plan benefits.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
At December 31, 1997, members of the firm of Worsham, Forsythe & Wooldridge,
L.L.P. owned approximately 41,150 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.
Article X of the Articles of Incorporation of the Company provides as follows:
II-2
<PAGE>
"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.
None.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
PREVIOUSLY FILED*
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WITH FILE
EXHIBIT NUMBER AS EXHIBIT
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<S> <C> <C> <C> <C>
4(a) 333-12391 3(a) -- Restated Articles of Incorporation of the Company.
4(b) 333-45657 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 Page II-6).
</TABLE>
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* 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 20th 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ ERLE NYE
- ------------------------------
(Erle Nye, Chairman of the Principal Executive
Board Officer and Director
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 20, 1998
/s/ KERNEY LADAY
- ------------------------------ Director
(Kerney Laday)
/s/ MARGARET N. MAXEY
- ------------------------------ Director
(Margaret N. Maxey)
/s/ JAMES A. MIDDLETON
- ------------------------------ Director
(James A. Middleton)
/s/ J. E. OESTERREICHER
- ------------------------------ Director
(J. E. Oesterreicher)
/s/ CHARLES R. PERRY
- ------------------------------ Director
(Charles R. Perry)
- ------------------------------ Director
(Herbert H. Richardson)
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
PREVIOUSLY FILED*
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WITH FILE AS
EXHIBIT NUMBER EXHIBIT
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<C> <C> <C> <C> <S>
4(a) 333-12391 3(a) -- Restated Articles of Incorporation of the Company.
4(b) 333-45657 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 Page II-6).
</TABLE>
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* Incorporated herein by reference.
<PAGE>
EXHIBIT 5(A)
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4097
February 20, 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 up to $25,000,000 of debt obligations of the
Company ("Securities") to be issued under and pursuant to the provisions of the
Salary Deferral Program of the Texas Utilities Company System, as amended and
restated effective April 1, 1998 ("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 the Securities valid, legal and
binding obligations of the Company shall have been taken when the Plan
becomes effective.
We are members of the New York Bar and do not hold ourselves our as experts
on the laws of the state of Texas. Accordingly, in rendering this opinion, we
have relied, with your consent, as to all matters governed by the laws of Texas,
upon an opinion of even date herewith addressed to you by Worsham, Forsythe &
Wooldridge, L.L.P., of Dallas, Texas, General Counsel for the Company, which is
being filed as an exhibit to the Registration Statement.
We hereby consent to the use of our name in such Registration Statement and
to the use of this opinion as an exhibit thereto.
Very truly yours,
/s/ REID & PRIEST LLP
Reid & Priest LLP
<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 20, 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 up to $25,000,000 of debt obligations of the
Company ("Securities") to be issued under and pursuant to the provisions of the
Salary Deferral Program of the Texas Utilities Company System, as amended and
restated effective April 1, 1998 ("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 the Securities valid, legal and
binding obligations of the Company shall have been taken when the Plan
becomes effective.
We hereby consent to the use of our name in such Registration Statement and
to the use of this opinion as an exhibit thereto.
<TABLE>
<S> <C> <C>
Very truly yours,
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ L. SCOTT AUSTIN
-----------------------------------------
A Partner
</TABLE>
<PAGE>
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 20, 1998
<PAGE>
EXHIBIT 15(B)
Texas Utilities Company:
We have made reviews, 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") for the periods ended March 31, 1997 and
1996, and June 30, 1997 and 1996, as indicated in our reports dated May 7, 1997
and August 13, 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
and June 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 20, 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.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 20, 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.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
February 20, 1998
