<PAGE>
As filed with Securities and Exchange Commission on May 28, 1999
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________
Texas Utilities Company
(doing business as TXU Corp)
(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)
__________________
Eastern Group Sharesave Scheme
and
Eastern Group Loyalty Reward Plan
(Full title of the Plans)
__________________
ROBERT A. WOOLDRIDGE, Esq. PETER B. TINKHAM, Esq. ROBERT J. REGER, JR., Esq.
Worsham, Forsythe & Secretary and Assistant Thelen 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
(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)(2) per share(3) offering price(3) fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 2,250,000 shares $ 45.03125 $101,320,312 $ 28,167
====================================================================================================================================
</TABLE>
(1) The aggregate number of shares to be issued pursuant to both plans pursuant
to this registration statement.
(2) 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.
(3) 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 ($45.03125 per
share) of the highest and the lowest sale price of Texas Utilities Company's
common stock on the NYSE composite tape on May 25, 1999).
================================================================================
<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) 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 the Company on Form 10-K for the year ended
December 31, 1998, File No. 1-12833.
(b) Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1999, File No. 1-12833.
(c) 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.
Item 5. Interests of Named Experts and Counsel.
At December 31, 1998, members of the firm of Worsham, Forsythe &
Wooldridge, L.L.P. owned approximately 41,000 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,
II-1
<PAGE>
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:
"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
II-2
<PAGE>
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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
II-3
<PAGE>
Item 8. Exhibits.
Previously Filed*
---------------------
With File As
Exhibit Number Exhibit
------- --------- -------
4(a) 333-79221, 4(a) -- Amended and Restated Articles of
333-79221 -01, Incorporation of the Company.
333-79221 -02,
333-79221 -03
4(b) 333-12391 4(b) -- Bylaws, as amended, of the Company.
5(a) -- Opinion of Thelen Reid & Priest LLP
5(b) -- Opinion of Worsham, Forsythe &
Wooldridge L.L.P.
15 -- Letter of Deloitte & Touche LLP
regarding unaudited interim financial
information.
23(a) -- Consent of Deloitte & Touche LLP
23(b) -- Consent of PricewaterhouseCoopers
23(c) -- Consents of Thelen 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).
- ------------------
*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 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.
II-4
<PAGE>
(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 Texas Utilities Company 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 statements 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 28th day of May,
1999.
TEXAS UTILITIES COMPANY
By /s/ Erle Nye
---------------------------------
(Erle Nye, Chairman of the Board
and Chief Executive)
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 May 28, 1999
- ---------------------------------- Officer and Director
(Erle Nye, Chairman of the Board
and Chief Executive)
/s/ Michael J. McNally Principal Financial May 28, 1999
- ---------------------------------- Officer
(Michael J. McNally, Executive
Vice President and Chief
Financial Officer)
/s/ Jerry W. Pinkerton Principal Accounting May 28, 1999
- ---------------------------------- Officer
(Jerry W. Pinkerton, Controller)
/s/ D.C. Bonham Director May 28, 1999
- ----------------------------------
(Derek C. Bonham)
/s/ J.S. Farrington Director May 28, 1999
- ----------------------------------
(J.S. Farrington)
/s/ William M. Griffin Director May 28, 1999
- ----------------------------------
(William M. Griffin)
/s/ Kerney Laday Director May 28, 1999
- ----------------------------------
(Kerney Laday)
/s/ Margaret N. Maxey Director May 28, 1999
- ----------------------------------
(Margaret N. Maxey)
/s/ James A. Middleton Director May 28, 1999
- ----------------------------------
(James A. Middleton)
/s/ J.E. Oesterreicher Director May 28, 1999
- ----------------------------------
(J.E. Oesterreicher)
/s/ Charles R. Perry Director May 28, 1999
- ----------------------------------
(Charles R. Perry)
/s/ Herbert H. Richardson Director May 28, 1999
- ----------------------------------
(Herbert H. Richardson)
II-6
<PAGE>
POWER OF ATTORNEY
Eastern Group Sharesave Scheme 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
Eastern Group Sharesave Scheme. Pursuant to the requirements of the Securities
Act of 1933, the Organization and Compensation Committee of the Board of
Directors of Texas Utilities Company 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 28th day of May, 1999.
EASTERN GROUP SHARESAVE SCHEME
By /s/ Peter B. Tinkham
--------------------------------------
Peter B. Tinkham
Authorized Representative
POWER OF ATTORNEY
Eastern Group Loyalty Reward 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
Eastern Group Loyalty Reward Plan. Pursuant to the requirements of the
Securities Act of 1933, the Organization and Compensation Committee of the Board
of Directors of Texas Utilities Company 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 28th day of
May, 1999.
EASTERN GROUP LOYALTY REWARD PLAN
By /s/ Peter B. Tinkham
--------------------------------------
Peter B. Tinkham
Authorized Representative
II-7
<PAGE>
EXHIBIT INDEX
Previously Filed*
----------------------
With File As
Exhibit Number Exhibit
- ------- ------ -------
4(a) 333-79221, 4(a) -- Amended and Restated Articles of
Incorporation of the Company.
333-79221 -01,
333-79221 -02,
333-79221 -03
4(b) 333-12391 4(b) -- Bylaws, as amended, of the Company.
5(a) -- Opinion of Thelen Reid & Priest LLP
5(b) -- Opinion of Worsham, Forsythe &
Wooldridge, L.L.P.
15 -- Letter of Deloitte & Touche LLP
regarding unaudited interim financial
information.
23(a) -- Consent of Deloitte & Touche LLP
23(b) -- Consent of PricewaterhouseCoopers
23(c) -- Consents of Thelen 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).
______________
*Incorporated herein by reference.
<PAGE>
Exhibit 5(a)
THELEN REID & PRIEST LLP
40 WEST 57/TH/ STREET
NEW YORK, NEW YORK 10019-4097
__________
May 28, 1999
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, d/b/a TXU Corp ("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 2,250,000 shares of common
stock, without par value ("Stock"), to be offered from time to time by the
Company in connection with the Eastern Group Sharesave Scheme and Eastern Group
Loyalty Reward Plan (collectively, the "Plans"), 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
and delivered in accordance with the Plans.
We are members of the New York Bar and do not hold ourselves out 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 the aforementioned Registration
Statement and to the use of this opinion as an exhibit thereto.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN 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
May 28, 1999
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, d/b/a TXU Corp ("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 2,250,000 shares of common
stock, without par value ("Stock"), to be offered from time to time by the
Company in connection with the Eastern Group Sharesave Scheme and Eastern Group
Loyalty Reward Plan (collectively, the "Plans"), 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
and delivered in accordance with the Plans.
We hereby consent to the use of our name in the aforementioned Registration
Statement and to the use of this opinion as an exhibit thereto.
Very truly yours,
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ T. A. Mack
--------------------------------
A Partner
<PAGE>
EXHIBIT 15
Texas Utilities Company:
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited condensed
consolidated interim financial information of Texas Utilities Company (the
"Company"), except TXU Eastern Holdings Limited, for the periods ended March 31,
1999 and 1998, as indicated in our report dated May 13, 1999; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, is
being incorporated by reference in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is 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
May 28, 1999
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Texas Utilities Company on Form S-8 of our report dated March 5, 1999, appearing
in the Texas Utilities Company Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
May 28, 1999
<PAGE>
EXHIBIT 23(b)
PricewaterhouseCoopers
PricewaterhouseCoopers
No 1 London Bridge
London SEI 9QL
Telephone +44 (0) 171 939 3000
Facsimile +44 (0) 171 403 3265
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated 3 March 1999 relating to the financial
statements of TXU Eastern Holdings Limited, a wholly owned subsidiary of Texas
Utilities Company, which appears on page A-26 of the Texas Utilities Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
London, England
May 26, 1999
