Registration No. 333-93181
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TEXAS UTILITIES COMPANY
(DOING BUSINESS AS TXU CORP)
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(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
of incorporation or No.)
organization)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201
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(Address of Principal Executive Offices) (Zip Code)
EMPLOYEES' THRIFT 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., ESQ.
Worsham, Forsythe & Secretary and Assistant Thelen Reid & Priest LLP
Wooldridge, L.L.P. Treasurer 40 West 57th Street
Energy Plaza Energy Plaza New York, New York 10019
1601 Bryan Street 1601 Bryan Street (212) 603-2000
Dallas, Texas 75201 Dallas, Texas 75201
(214) 979-3000 (214) 812-4600
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(Names, addresses and telephone numbers, including area codes,
of agents for service)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT
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5(a) -- Revised Opinion of Thelen Reid & Priest LLP.
5(b) -- Revised Opinion of Worsham, Forsythe & Wooldridge,
L.L.P.
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.
<PAGE>
SIGNATURES
THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF
1933, THE REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK, ON THE 22ND DAY
OF DECEMBER, 1999.
TEXAS UTILITIES COMPANY
(DOING BUSINESS AS TXU CORP)
By /s/ Robert J. Reger, Jr.
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(Robert J. Reger, Jr.
Attorney-in-Fact)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
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/s/ Erle Nye* Principal Executive December 22, 1999
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(Erle Nye, Chairman of the Board Officer and Director
and Chief Executive)
/s/ Michael J. McNally* Principal Financial December 22, 1999
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(Michael J. McNally, Executive Vice Officer
President and Chief Financial Officer)
/s/ Jerry W. Pinkerton* Principal Accounting December 22, 1999
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(Jerry W. Pinkerton, Controller) Officer
D. C. BONHAM*, J. S. FARRINGTON*,
WILLIAM M. GRIFFIN*, KERNEY LADAY*,
MARGARET N. MAXEY*, JAMES A. MIDDLETON*, -- Directors December 22, 1999
J. E. OESTERREICHER*, CHARLES R. PERRY*,
HERBERT H. RICHARDSON*
*By /s/ Robert J. Reger, Jr. December 22, 1999
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(Robert J. Reger, Jr.
Attorney-in-Fact)
<PAGE>
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE EMPLOYEES' THRIFT PLAN COMMITTEE OF THE EMPLOYEES' THRIFT PLAN OF THE TEXAS
UTILITIES COMPANY SYSTEM HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND THE STATE OF NEW YORK,
ON THE 22ND DAY OF DECEMBER, 1999.
EMPLOYEES' THRIFT PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
By /s/ Robert J. Reger, Jr.
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(Robert J. Reger, Jr.
Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
EXHIBIT
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5(a) -- Revised Opinion of Thelen Reid & Priest LLP.
5(b) -- Revised Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
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.
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
4,000,000 shares of the Company's common stock, without par value ("Stock"), to
be offered from time to time in connection with the Employees' Thrift 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 any shares of
authorized but unissued Stock validly issued, fully paid and non-assessable and
to make valid the interests in the Plan will have been taken when any shares of
authorized but unissued Stock shall have been issued and delivered for the
consideration contemplated in the Plan.
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
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
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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
4,000,000 shares of the Company's common stock, without par value ("Stock"),
to be offered from time to time in connection with the Employees' Thrift 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 any shares of authorized but
unissued Stock validly issued, fully paid and non-assessable and to make valid
the interests in the Plan will have been taken when any shares of authorized but
unissued Stock shall have been issued and delivered for the consideration
contemplated in the Plan.
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
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A Partner
