FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEXAS UTILITIES COMPANY
(doing business as TXU Corp)
(Exact name of Registrant as specified in its Charter)
Texas 75-2669310
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
TXU CAPITAL II
(Exact name of registrant as specified in its charter)
Delaware To be applied for
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1601 Bryan Street
Dallas, Texas 75201
(Address of principal executive
offices, including zip code)
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be so
registered
Trust Preferred Securities
(and the Guarantee with respect thereto) New York Stock Exchange
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-79221, 333-79221-01, 333-79221-02, 333-79221-03.
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Securities to be registered pursuant to Section 12(g) of the Act: None.
The Commission is respectfully requested to send copies of all notices,
orders and communications to:
Robert A. Wooldridge, Esq Robert J. Reger, Jr., Esq.
Worsham, Forsythe & Wooldridge, L.L.P. Thelen Reid & Priest LLP
1601 Bryan Street 40 West 57th Street
Dallas, Texas 75201 New York, New York 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The class of securities to be registered hereby are the 8.70% Trust
Originated Preferred Securities SM (Securities) of TXU Capital II, a Delaware
business trust (Trust). The Securities represent undivided beneficial interests
in the assets of TXU Capital II and are guaranteed by Texas Utilities Company,
doing business as TXU Corp (Company), a Texas corporation, to the extent set
forth in the form of the Guarantee Agreement by the Company to The Bank of New
York, as Guarantee Trustee (Guarantee). The Guarantee is incorporated herein by
reference to Exhibit (4)(l) to the Registration Statement on Form S-3 of the
Company and the Trust (Registration Nos. 333-79221, 333-79221-01, 333-79221-02,
333-79221-03), filed with the Securities and Exchange Commission (Commission) on
May 25, 1999 (Registration Statement). The Registration Statement was declared
effective on June 9, 1999. The particular terms of the Securities and the
Guarantee are described in the Prospectus Supplement dated December 8, 1999 and
the accompanying Prospectus dated June 9, 1999, which have been filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
and are incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
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Exhibit Description
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1. Trust Agreement and Certificate of Trust of TXU
Capital II (incorporated herein by reference to
Exhibit 4(f) of the Registration Statement).
2. Form of Amended and Restated Trust Agreement
(incorporated herein by reference to Exhibit 4(i) of
the Registration Statement).
3. Indenture (For Unsecured Subordinated Debt Securities
relating to Trust Securities) of TXU Corp, dated
December 1, 1998 (incorporated herein by reference to
Exhibit 4(a) of the Company's Current Report on Form
8-K (Commission File No. 1-12833) filed January 19,
1999).
4. Form of Officer's Certificate establishing the Junior
Subordinated Debentures, with the Form of Junior
Subordinated Debenture attached (incorporated herein
by reference to Exhibit 4(k) Registration Statement).
5. Form of Guarantee Agreement (incorporated herein by
reference to Exhibit 4(l) of the Registration
Statement).
6. Form of Agreement as to Expenses and Liabilities
(incorporated herein by reference to Exhibit C to
Exhibit 4(i) of the Registration Statement).
7. Form of Preferred Trust Securities (incorporated
herein by reference to Exhibit D to Exhibit 4(i)
of the Registration Statement).
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SIGNATURE
Pursuant to the requirement of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Form 8-A to be signed on its
behalf by the undersigned, thereto duly authorized.
Dated: December 10, 1999 TXU CAPITAL II
By: /s/ Robert J. Reger, Jr.
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Robert J. Reger, Jr.
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