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)
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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 No.)
of incorporation or 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.,
Worsham, Forsythe & Secretary and Assistant Esq.
Wooldridge, L.L.P. 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 PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ----------------------------------------------------------------------------
Common Stock,
without par
value 4,000,000 shares $33.40625 $133,625,000 $35,277
- ----------------------------------------------------------------------------
(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 Employees'
Thrift 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, and 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 Employees Thrift Plan of the Texas
Utilities Company System on Form 11-K for the Fiscal Year
ended December 31, 1998, 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 statements 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.
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<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
II-3
<PAGE>
(d) an act or omission for which the liability of the
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.
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.
II-4
<PAGE>
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).
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*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 Employees' Thrift 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
- --------------------------- Officer and Director December 20, 1999
(Erle Nye, Chairman of the
Board and Chief Executive)
/s/ Michael J. McNally Principal Financial
- --------------------------- Officer December 20, 1999
(Michael J. McNally,
Executive Vice President
and Chief Financial Officer)
/s/ Jerry W. Pinkerton Principal Accounting
- --------------------------- Officer December 20, 1999
(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 Employees' Thrift Plan 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.
EMPLOYEES' THRIFT PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
By /s/ Peter B. Tinkham
---------------------------
(Peter B. Tinkham, Chairman
Employees' Thrift Plan
Committee)
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<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 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 valid the interests
in the Plan has been taken.
The Plan contemplates 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
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 valid the interests
in the Plan has been taken.
The Plan contemplates 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 June 25, 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 Employees' Thrift Plan of the
Texas Utilities Company System for the year ended December 31, 1998,
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
