UNITED STATES
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
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201
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(Address of Principal Executive Offices) (Zip Code)
DEFERRED AND INCENTIVE COMPENSATION PLAN
OF THE
TEXAS UTILITIES COMPANY SYSTEM
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(Full title of the Plan)
ROBERT A. WOOLDRIDGE, Esq. PETER B. TINKHAM, Esq. ROBERT J. REGER, JR.,
Worsham, Forsythe & Secretary and Esq.
Wooldridge, L.L.P. Assistant Treasurer Thelen Reid & Priest
Energy Plaza Energy Plaza LLP
1601 Bryan Street 1601 Bryan Street 40 West 57th Street
Dallas, Texas 75201 Dallas, Texas 75201 New York, New York
(214) 979-3000 (214) 812-4600 10019
(212) 603-2000
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(Names, addresses and telephone numbers, including area codes,
of agents for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
TITLE OF OFFERING MAXIMUM
SECURITIES AMOUNT PRICE AGGREGATE AMOUNT OF
TO BE TO BE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
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Common Stock,
without par
value 800,000 shares $33.40625 $26,725,000 $7,055
- ------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) 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
($33.40625 per share) of the highest and the lowest sale price of Texas
Utilities Company's common stock on the NYSE composite tape on December
14, 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, doing business as TXU Corp (Company or TXU Corp), and the Deferred and
Incentive Compensation Plan of the Texas Utilities Company System with the
Securities and Exchange Commission (Commission) pursuant to the Securities
Exchange Act of 1934, as amended (1934 Act) are incorporated herein by
reference into this registration statement.
(a) Annual Report of TXU Corp on Form 10-K for the year ended
December 31, 1998, File No. 1-12833.
(b) Quarterly Reports of TXU Corp on Form 10-Q for the Quarters
ended March 31, June 30, September 30, 1999 and Amended
Quarterly Report of TXU Corp on Form 10-Q/A for the Quarter
ended September 30, 1999, File No. 1-12833.
(c) Current Report of TXU Corp on Form 8-K dated June 18, 1999,
File No. 1-12833.
(d) Current Report of TXU Corp on Form 8-K dated August 6, 1999,
File No. 1-12833.
(e) Current Report of TXU Corp on Form 8-K dated October 1, 1999,
File No. 1-12833.
(f) Current Report of TXU Corp on Form 8-K dated October 18, 1999,
File No. 1-12833.
(g) Annual Report of Deferred and Incentive Compensation Plan of
the Texas Utilities Company System on Form 11-K for the Fiscal
Year ended June 30, 1999, File No. 1-12833.
(h) 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 and the Plan pursuant to sections
13(a), 13(c), 14 and 15(d) of the 1934 Act after the date of this registration
statement and prior to the termination of the offering hereunder shall be
deemed to be incorporated by reference in this registration statement and to
be a part hereof from the respective date of the 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 registration statement 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 registration statement
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 registration statement 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 registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
At June 30, 1999, members of the firm of Worsham, Forsythe &
Wooldridge, L.L.P. owned approximately 41,000 shares of the common stock of
the Company.
II-2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Amended and 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 Amended and Restated 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 the 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 the 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 the
director is expressly provided for by an applicable
statute.
II-3
<PAGE>
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.
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) 333-45657 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.
II-4
<PAGE>
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.
UNDERTAKING. The Company will submit or has submitted the Plan and
any amendment thereto to the Internal Revenue Service (IRS) in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan.
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 paragraphs (a)(1)(i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Sections 13 or 15(d) of the 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 therein, 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, each filing of the registrant's annual report pursuant
to Sections 13(a) or 15(d) of the Exchange Act and each filing of the
annual report of the Deferred and Incentive Compensation Plan of the
Texas Utilities Company System pursuant to Section 15(d) of the
Securities Exchange Act 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 attorney-in-fact to sign in his
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 on its 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 December, 1999.
TEXAS UTILITIES COMPANY
(doing business as TXU Corp)
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 December 20, 1999
- ------------------------------- Officer and Director
(Erle Nye, Chairman of the Board
and Chief Executive )
/s/ Michael J. McNally Principal Financial December 20, 1999
- ------------------------------- Officer
(Michael J. McNally, Executive Vice
President and Chief Financial Officer)
/s/ Jerry W. Pinkerton Principal Accounting December 20, 1999
- ------------------------------- Officer
(Jerry W. Pinkerton, Controller)
/s/ D. C. Bonham Director December 20, 1999
- ---------------------------------
(Derek C. Bonham)
/s/ J. S. Farrington Director December 20, 1999
- --------------------------------
(J. S. Farrington)
/s/ William M. Griffin Director December 20, 1999
- -------------------------------
(William M. Griffin)
/s/ Kerney Laday Director December 20, 1999
- -------------------------------
(Kerney Laday)
/s/ Margaret N. Maxey Director December 20, 1999
- -------------------------------
(Margaret N. Maxey)
/s/ James A. Middleton Director December 20, 1999
- -------------------------------
(James A. Middleton)
/s/ J. E. Oesterreicher Director December 20, 1999
- -------------------------------
(J.E. Oesterreicher)
/s/ Charles R. Perry Director December 20, 1999
- -------------------------------
(Charles R. Perry)
/s/ Herbert H. Richardson Director December 20, 1999
- -------------------------------
(Herbert H. Richardson)
II-6
<PAGE>
POWER OF ATTORNEY
The 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
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Organization and Compensation Committee 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 17th day of
December, 1999.
DEFERRED AND INCENTIVE
COMPENSATION PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
By /s/ Peter B. Tinkham
--------------------------
(Peter B. Tinkham, Administrator)
II-7
<PAGE>
EXHIBIT INDEX
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) 333-45657 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.
II-8
EXHIBIT 5(a)
THELEN REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4097
December 20, 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, doing business as 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
800,000 shares of the Company's common stock, without par value ("Stock"), to
be offered from time to time in connection with the Deferred and Incentive
Compensation Plan of the Texas Utilities Company System (the "Plan") and of an
indeterminate amount of interests in the 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 valid the interests
in the Plan has been taken.
The Plan comtemplates the purchase on the open market of shares of
Stock to be held in trust for the Plan. Any such shares so purchased will be
validly issued, fully paid and non-assessable.
We are members of the New York Bar and do not hold ourselves out
as experts on the laws of the State of Texas. As to all matters of Texas law,
we have with your consent relied 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 Registration
Statement, and to the filing of this opinion with the Commission as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
EXHIBIT 5(b)
WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.
Attorneys and Counselors at Law
30th Floor, 1601 Bryan Street
Dallas, Texas 75201
------
Telephone (214) 979-3000
Fax (214) 880-0011
December 20, 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, doing business as 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
800,000 shares of the Company's common stock, without par value ("Stock"), to
be offered from time to time in connection with the Deferred and Incentive
Compensation Plan of the Texas Utilities Company System (the "Plan") and of an
indeterminate amount of interests in the 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 valid the interests
in the Plan has been taken.
The Plan comtemplates the purchase on the open market of shares of
Stock to be held in trust for the Plan. Any such shares so purchased will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration
Statement, and to the filing of this opinion with the Commission as an exhibit
to the Registration Statement.
Very truly yours,
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ T. A. Mack
-------------------------
A Partner
EXHIBIT 15
Texas Utilities Company (doing business as TXU Corp):
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 (doing business as TXU Corp) and subsidiaries ("TXU"), for the
periods ended March 31, 1999 and 1998, June 30, 1999 and 1998, and September
30, 1999 and 1998 as indicated in our reports dated May 13, 1999, August
12, 1999 and November 11, 1999, 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
TXU's Quarterly Report on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999, 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
December 20, 1999
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Texas Utilities Company (doing business as TXU Corp) on Form S-8 of our
reports dated March 5, 1999 and September 3, 1999, appearing in the Annual
Report on Form 10-K of Texas Utilities Company for the year ended December
31, 1998 and in the Annual Report on Form 11-K of the Deferred and Incentive
Compensation Plan of the Texas Utilities Company System for the year ended
June 30, 1999, respectively.
/s/ Deloitte & Touche LLP
Dallas, Texas
December 20, 1999
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Texas Utilities Company (doing business as TXU
Corp) of our report dated 3 March 1999 on the financial statements of TXU
Eastern Holdings Limited, a wholly owned subsidiary of Texas Utilities
Company, which appears in the Annual Report on Form 10-K of Texas Utilities
Company for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
London, England
17 December 1999
