As filed with the Securities and Exchange Commission on May 23, 2000
Registration No. 333-
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===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TXU CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-2669310
(STATE OF INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)
ENERGY PLAZA
1601 BRYAN STREET
DALLAS, TEXAS 75201
(214) 812-4600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANTS' PRINCIPAL EXECUTIVE OFFICES)
ROBERT A. WOOLDRIDGE, ESQ. PETER B. TINKHAM ROBERT J. REGER, JR., ESQ.
Worsham Forsythe Secretary and Assistant Thelen Reid & Priest LLP
Wooldridge LLP Treasurer 40 West 57th Street
1601 Bryan Street TXU Corp. New York, New York 10019
Dallas, Texas 75201 1601 Bryan Street (212) 603-2000
(214) 979-3000 Dallas, Texas 75201
(214) 812-4600
(NAMES AND ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING AREA
CODES, OF AGENTS FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME
TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE WHEN WARRANTED BY
MARKET CONDITIONS AND OTHER FACTORS.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX
AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER
EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. [ ]
CALCULATION OF REGISTRATION FEE
==============================================================================
PROPOSED PROPOSED
TITLE MAXIMUM MAXIMUM
OF SHARES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE(*) PRICE(*) FEE
- ------------------------------------------------------------------------------
Common Stock,
without par
value......... 3,500,000 $34.21875 $119,765,625 $31,619
- ------------------------------------------------------------------------------
Preference
Stock Purchase
Rights (1) 3,500,000 N/A N/A N/A
==============================================================================
(*) Solely for the purpose of calculating the registration fee pursuant to
Rule 457(c), the proposed maximum offering price has been determined on
the basis of the average of the high and low prices per share for the
Common Stock on May 18, 2000 as reported in the consolidated
reporting system for securities traded on the New York Stock Exchange.
(1) Since no separate consideration is paid for the Preference Stock Purchase
Rights (the "Rights"), the registration fee for such securities is
included in the fee for the Common Stock. The value attributable to the
Rights, if any, is reflected in the market price of the Common Stock.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
filed as part of this Registration Statement will be used as a combined
prospectus in connection with this Registration Statement and
Registration Statement File No. 333-27989.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
Information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus does
not constitute an offer to sell these securities or a solicitation of an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED MAY 23, 2000
P R O S P E C T U S
TXU CORP.
Common Stock
Without Par Value
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DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
This plan provides a convenient and economical way for holders of the
common stock of TXU Corp. and for U.S. residents who are not shareholders to
purchase shares of common stock and to reinvest cash dividends paid on shares of
common stock.
This prospectus relates to the offer and sale under the plan of
5,844,308 shares of common stock of TXU Corp. You should read this prospectus
carefully before you invest and keep this prospectus for future reference.
Shares of TXU Corp. common stock are listed on the New York, Chicago
and Pacific stock exchanges and trade under the symbol "TXU."
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE.
DATED MAY ___, 2000
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TABLE OF CONTENTS
Page
TXU CORP. AND ITS SUBSIDIARIES............................................ 1
USE OF PROCEEDS........................................................... 3
THE PLAN.................................................................. 4
Purpose, Advantages and Disadvantages of Participation in the Plan... 4
Eligibility.......................................................... 5
Participating in the Plan............................................ 5
Share Purchases and Price............................................ 8
Safekeeping.......................................................... 9
Sales of Plan Shares................................................. 9
Termination of Participation.........................................10
Expenses.............................................................11
Administration.......................................................11
Reports to Participants..............................................11
Certificates for Shares..............................................12
Other Stock Transactions.............................................12
Voting of Shares.....................................................12
Responsibility of TXU Corp., the independent broker
and TXU Business Services..........................................13
Foreign Holders of Shares............................................13
Modification or Termination..........................................13
CERTAIN UNITED STATES FEDERAL INCOME TAX MATTERS..........................14
U.S. Federal Income Tax Consequences.................................14
Tax Reports..........................................................15
DESCRIPTION OF CAPITAL STOCK..............................................15
INDEPENDENT ACCOUNTANTS...................................................16
LEGAL REVIEW..............................................................16
WHERE YOU CAN FIND MORE INFORMATION.......................................17
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TXU CORP. AND ITS SUBSIDIARIES
TXU Corp. (formerly Texas Utilities Company), is a Texas corporation
formed in 1997 as a holding company. TXU Corp. is the successor to Texas Energy
Industries, Inc., now known as TXU Energy Industries Company, the holding
company for the U.S. businesses prior to the August 5, 1997 acquisition of TXU
Gas Company. Texas Energy Industries, Inc. was organized in 1945 and, prior to
August 5, 1997, was known as Texas Utilities Company. Through its direct and
indirect subsidiaries, TXU Corp. engages in
o the generation, purchase, transmission, distribution and sale of
electricity;
o the gathering, transmission and distribution of natural gas; energy
marketing;
o telecommunications, retail energy services, international gas
operations, power development and other businesses
primarily in the United States, Europe and Australia. Its principal direct and
indirect subsidiaries are:
o TXU Electric Company (formerly Texas Utilities Electric Company), an
electric utility company engaged in the generation, purchase,
transmission, distribution and sale of electric energy in the north
central, eastern and western parts of Texas.
o TXU Gas Company (formerly ENSERCH Corporation), an integrated
company focused on natural gas. Its major business operations are
gathering, transmission and distribution of natural gas and the
marketing of natural gas and electricity. It operates primarily in
the north central, eastern and western parts of Texas and engages in
the wholesale and retail marketing of natural gas and electricity in
several areas of the United States.
o TXU Europe Limited, which includes Eastern Electricity plc, the
largest supplier (retailer) and distributor of electricity in
England and Wales. Subsidiaries of TXU Europe Limited also include
one of the largest generators of electricity and one of the largest
suppliers of natural gas in the United Kingdom.
Other subsidiaries include:
o TXU Australia Holdings (Partnership) Limited Partnership. Its
principal operating subsidiaries include Eastern Energy Limited,
which purchases, distributes, and retails electricity in the State
of Victoria, Australia, and the gas operations of TXU Networks (Gas)
Pty Ltd. (formerly known as Westar Pty Ltd) and TXU Pty Ltd
(formerly known as Kinetik Energy).
o TXU Communications Company (formerly Lufkin-Conroe Communications
Co.) through its subsidiaries is an independent local exchange
carrier providing regulated telephone service through access lines
in southeast Texas. It also provides access services to a number of
interexchange carriers who provide long distance services.
Other wholly owned subsidiaries perform specialized functions within
the TXU Corp. system.
<PAGE>
Electric Industry Restructuring - Legislation was passed during the
1999 session of the Texas legislature that will restructure the electric utility
industry in Texas (1999 Restructuring Legislation). Among other matters, the
legislation:
o incorporates the concept contained in the stipulation in Docket No.
18490 that earnings in excess of the earnings cap be used as
mitigation to the cost of nuclear production assets (see Note 13 to
Financial Statements in TXU Corp.'s Annual Report on Form 10-K for
the year ended December 31, 1999);
o authorizes competition in the retail and generation markets for
electricity beginning January 1, 2002;
o provides for the recovery of generation-related and purchased power
related stranded costs and generation-related regulatory assets;
o requires reductions in nitrogen oxide (Nox) and sulfur dioxide
(SO2) emissions;
o requires a rate freeze for all retail customers until January 1,
2002, and certain rate reductions for residential and small
commercial customers for up to five years thereafter; and
o sets certain limits on capacity owned and controlled by power
generation companies.
Certain provisions of the 1999 Restructuring Legislation may be subject to
different interpretation.
By September 1, 2000, each electric utility must separate from its
regulated activities its customer energy services business activities that are
otherwise already widely available in the competitive market. By January 1,
2002, each electric utility must separate ("unbundle") its business into the
following units: a power generation company, a retail electric provider and a
transmission and distribution company or separate transmission and distribution
companies. A power generation company generates electricity that is intended to
be sold at wholesale. In general, a power generation company may not own a
transmission or distribution facility and may not have a certificated service
area. A retail electric provider sells electric energy to retail customers and
may not own or operate generation assets. A transmission and distribution (T&D)
company may only own or operate facilities to transmit or distribute
electricity. TXU Electric and each other electric utility in Texas have filed
with the Public Utility Commission of Texas (PUC) a separation of their costs
into competitive and regulated components, proposed tariffs for their proposed
T&D utility and an initial estimate of their generation-related stranded costs.
In October 1999, TXU Electric filed a petition with the PUC for a
financing order (Docket No. 21527) to permit the issuance by a special purpose
entity of $1.65 billion of transition bonds secured by payments designed to
enable TXU Electric to recover its generation-related regulatory assets and
other qualified costs in accordance with the 1999 Restructuring Legislation. On
May 1, 2000, the PUC signed a final order rejecting TXU Electric's request for
the $1.65 billion and authorized only $363 million. TXU Electric believes this
ruling is inconsistent with the 1999 Restructuring Legislation and filed an
appeal on May 2, 2000, with the Travis County, Texas District Court following
the receipt of a final order evidencing such ruling from the PUC. TXU Electric
expects that any difference between the $1.65 billion and the amount finally
authorized will continue to be deferred until securitization of
generation-related assets is addressed in 2002. TXU Electric is unable to
predict the outcome of these proceedings.
On January 10, 2000, TXU Electric filed with the PUC its business
separation plan as required by the 1999 Restructuring Legislation. This plan
describes how TXU Electric proposes to separate the provision of competitive
energy services from its regulated business activities by September 1, 2000 and
2
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how it plans to unbundle its business. Only the T&D functions will continue to
be regulated. An independent organization certified by the PUC will oversee
transmission system planning and reliability in the State of Texas. Beginning
January 1, 2002, retail electric customers in Texas will be able to select their
electricity providers.
The principal executive offices of TXU Corp. are located at 1601 Bryan
Street, Dallas, Texas 75201 and its telephone number is (214) 812-4600.
USE OF PROCEEDS
TXU Corp. will not receive any proceeds from shares purchased for the
plan in the open market.
TXU Corp. will use the proceeds it receives from the sales of shares of
original issue common stock, together with funds from operations and other
sources, to invest in its subsidiaries, to retire securities of TXU Corp. and
its subsidiaries, to make acquisitions, to repay short term borrowings used for
any of those purposes and for other general corporate purposes.
TXU Corp. is unable to determine either the number of shares of common
stock that may be issued or purchased under the plan or the proceeds, if any,
that TXU Corp. may receive from the sale of shares.
3
<PAGE>
THE PLAN
PURPOSE, ADVANTAGES AND DISADVANTAGES OF PARTICIPATION IN THE PLAN
1. What is the purpose of the plan?
The Direct Stock Purchase and Dividend Reinvestment Plan of TXU Corp.
provides a convenient and economical way for holders of shares of TXU common
stock and others who qualify to participate in the plan to invest in TXU common
stock through the plan. Participation in the plan is entirely optional.
If you enroll in the plan, you may purchase additional shares of common
stock by reinvesting cash dividends paid on all or some of your shares of common
stock and/or by making optional cash investments. TXU Corp. will decide whether
the shares for the plan will be purchased in the open market by an independent
broker or acquired directly from TXU Corp. as original issue shares.
2. What are the advantages of the plan?
o Under the plan, you may designate what part of the dividends you
earn will be reinvested in TXU common stock. We will pay any
remaining dividends to you.
o We will credit to your plan account the purchase of fractions of
shares, as well as whole shares. This feature allows for full
investment of funds.
o You will not pay any commissions or service charges in connection
with purchases through the plan. However, we will charge a fee in
connection with the initial purchase of shares by someone that does
not already own TXU common stock. TXU Corp. will determine the
amount of the fee, from time to time. The plan authorization form
you complete will indicate the applicable fee.
o The plan's safekeeping feature relieves participants of the
responsibility for taking care of certificates for their shares.
o Under the plan, TXU Business Services simplifies your record keeping
by furnishing you with quarterly statements of account.
o You may sell shares held in the plan through the plan. If you sell
shares through the plan, we will charge a fee to cover the costs to
the plan of each sales transaction, plus any applicable brokerage
commission and resulting transfer taxes. TXU Business Services will
advise you of the amount of the fee at the time you sell your
shares.
3. What are the disadvantages of the plan?
You will have no control over the prices at which shares are purchased
or sold for your account, because
o purchases for your account will be made during periods prescribed
under the plan; and
o an independent broker will select the dates for sales of shares made
for your account after the plan administrator processes your request
to sell shares.
4
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You bear the risks of fluctuations in the market price of TXU common stock. (See
SHARE PURCHASES AND PRICE, and SALES OF PLAN SHARES.)
ELIGIBILITY
4. Who can participate in the plan?
Any holder of record of shares of TXU common stock may participate in
the plan. Any non-shareholder meeting either of the following requirements may
participate in the plan:
o A person of legal age and a resident of one of the fifty states of
the United States or the District of Columbia; or
o An entity organized in one of the fifty states of the United States
or the District of Columbia.
Shares for which dividends are reinvested by the plan must be
registered in your name or held in your plan account. If you are the beneficial
owner of shares that are registered in another name and you want the dividends
on those shares reinvested by the plan, you must have those shares transferred
into your name.
PARTICIPATING IN THE PLAN
5. What steps must one take to participate in the plan?
If you hold TXU common stock in your own name, you may enroll in the
plan at any time by filling out a plan authorization form and returning it to
TXU Business Services at the address on the last page of this prospectus.
If you do not own TXU common stock, you may enroll in the plan by
completing and returning an authorization form, together with payment in an
amount not less than $500 nor more than $250,000. Payment should be made by
check or money order made payable to TXU Business Services. DO NOT SEND CASH.
TXU Corp. may, from time to time, authorize other methods of payment. In that
event, you will be notified of those other payment methods. TXU Business
Services will send you an authorization form on request (see ADMINISTRATION).
You must make one of the following elections on the authorization form:
o FULL DIVIDEND REINVESTMENT: TXU Business Services will automatically
reinvest any cash dividends on shares held for you in the plan and
on shares registered in your name and held by you in certificated
form; or
o PARTIAL DIVIDEND REINVESTMENT: You will receive cash payment of
dividends on the number of whole shares you select from the shares
for which you have certificates and/or the shares held for you in
the plan. TXU Business Services will automatically reinvest the cash
dividends on all of your other shares; or
o CASH DIVIDENDS ONLY: You will continue to receive cash payment of
dividends on all the shares for which you have certificates and the
shares held for you in the plan.
We will register your plan shares in the name of the plan or its nominee and
credit them to your account in the plan.
5
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Whether or not you choose to reinvest dividends, you may make optional cash
investments.
If you are not a shareholder, your initial optional cash investment may
not be less than $500 nor more than $250,000. After that, each optional cash
investment may not be less than $25. Total optional cash investments for each
calendar year may not be more than $250,000. You will be under no obligation to
make any optional cash investments.
6. Can a participant transfer plan shares to start a new account for
someone else?
If you own shares as an individual, you may transfer the ownership of
some or all of your plan shares to start an account for another individual by
sending TXU Business Services written, signed transfer instructions. Signatures
must be verified in a manner satisfactory to TXU Business Services.
You may open a new plan account with a transfer of 10 or more plan
shares.
7. How do the FULL DIVIDEND REINVESTMENT feature and the PARTIAL DIVIDEND
REINVESTMENT feature of the plan work?
If you mark FULL DIVIDEND REINVESTMENT on your authorization form, TXU
Business Services will purchase additional shares of common stock for your plan
account with:
o all cash dividends on both the shares for which you hold
certificates in your name and your plan shares, and
o any optional cash investments you make.
If you mark PARTIAL DIVIDEND REINVESTMENT on your authorization form,
TXU Business Services will continue to make cash payments of dividends on that
number of your certificated shares and/or that number of your plan shares you
indicate on the authorization form. In addition, TXU Business Services will
apply to the purchase of additional shares for your account:
o all of the remaining cash dividends on both your certificated shares
and plan shares, and
o any optional cash investments you make.
If TXU Business Services receives your authorization to reinvest any of
your dividends on or before the record date for a quarterly cash dividend, we
will use your dividends for that quarter to purchase TXU common stock for your
account. If TXU Business Services receives your authorization to reinvest
dividends after the record date, we will pay those corresponding dividends to
you in cash and begin reinvestment of cash dividends on the next dividend
payment date. The quarterly dividend date is usually the first business day of
January, April, July and October. The record date is approximately three to four
weeks before the dividend payment date. For example: If the record date for the
July 1 dividend payment were June 6, TXU Business Services would have to receive
your authorization form on or before June 6, in order for dividends paid on your
shares to be used for dividend reinvestment on July 1. If TXU Business Services
received the authorization form after June 6, the July 1 dividend would be paid
to you in cash and your reinvestment of cash dividends would commence with the
next dividend payment date of October 1.
6
<PAGE>
8. How does the Optional Cash Investment feature of the plan work?
TXU Business Services will credit to your plan account on the last
business day of each weekly investment period the additional shares of TXU
common stock purchased with your optional cash investment during a weekly
investment period. A new weekly investment period begins each Tuesday and ends
on the following Monday or, if that is not a business day, the next business day
after that Monday.
We will not use optional cash investments to purchase shares during a
calendar week in which there is a dividend payment on the common stock. If we
receive your optional cash investment during the calendar week in which a
dividend payment occurs, TXU Business Services will invest it during the weekly
investment period that starts on Tuesday of the next calendar week. We will
credit shares purchased to your account at the end of the weekly investment
period during which they are purchased. We will pay no interest on optional cash
investments held by TXU Business Services for investment. You should time your
investment accordingly.
For example, Monday, July 3, 2000 is a dividend payment date.
o If we receive a cash investment between June 26 and June 30, we will
invest it between June 27 and July 3.
o If we receive a cash investment between July 3 and July 7, 2000, we
will invest it between July 11 and July 17.
You do not need to invest the same amount, or any amount, each week. We
will pay to you cash dividends on shares purchased with optional cash
investments or reinvest them in additional shares of TXU common stock on each
dividend payment date, according to your instructions.
Optional cash investments should be made by check or money order
payable to TXU Business Services. You may also make optional cash investments on
a regular basis by electronic funds transfer under the plan's Automatic Monthly
Electronic Deduction feature described below. Each optional cash investment must
be in an amount not less than $25. All your optional cash investments may not
total more than $250,000 in any calendar year. TXU Corp. may, from time to time,
authorize other methods of payment. In that event, you will be notified of those
other payment methods.
9. How can a participant make a cash investment?
You may make an optional cash investment when joining the plan by
enclosing with the authorization form a check or money order made payable to TXU
Business Services. Thereafter you may use the Automatic Monthly Electronic
Deduction feature or send a check or money order together with the form provided
with your statement of account or your account number or your social security
number. As stated above, TXU Corp. may, from time to time, authorize other
methods of payment. In that event, you will be notified of those other payment
methods.
10. What is the Automatic Monthly Electronic Deduction feature of the plan
and how does it work?
An Automatic Monthly Electronic Deduction feature is available to make
repetitive optional cash investments more convenient. You may make optional cash
investments in any amounts permitted under the plan from a predesignated U.S.
account. Automatic Monthly Electronic Deductions may be made from accounts at
any bank, savings association or credit union that is a member of the National
Automated Clearing House Association.
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<PAGE>
To begin Automatic Monthly Electronic Deductions, you must complete and
sign an Automatic Electronic Funds Transfer Authorization Form designating,
among other things, the amount to be withdrawn each month and the account from
which funds are to be withdrawn, and return the form to TXU Business Services.
You must also provide a voided blank check. Your election to use the Automatic
Monthly Electronic Deduction feature will become effective as soon as
practicable after the Electronic Investment Authorization Form is processed.
Once you begin Automatic Monthly Electronic Deductions, TXU Business
Services will withdraw funds from your designated account on the 20th day of
each month (or, if the 20th day is not a business day, on the next business
day). Those funds will be invested in TXU common stock during the next weekly
investment period for optional cash investments.
You may change the amounts of your future Automatic Monthly Electronic
Deductions by completing and sending to TXU Business Services a new Electronic
Investment Authorization Form. You may terminate Automatic Monthly Electronic
Deductions by notifying TXU Business Services in writing. Your request will be
processed and will become effective as promptly as is practicable.
You may also choose the Electronic Deposit of Dividends feature. If you
do, TXU Business Services will deposit any cash dividends on your common stock
directly into the bank account you indicate.
11. How can I change my choices under the plan?
You may change your choices about investment under the plan by signing
a new authorization form and returning it to TXU Business Services or by
requesting a change in writing. TXU Business Services must receive your
instruction directing a change on or before the record date for the payment of a
quarterly dividend in order for your instructions to be effective on the next
dividend payment date.
SHARE PURCHASES AND PRICE
12. How are shares acquired for the plan?
Shares of TXU common stock are purchased for the plan either in the
open market by an independent broker on behalf of the plan or directly from TXU
Corp. as original issue shares. TXU Corp. decides how the shares will be
acquired.
13. How many shares will be purchased for my account under the plan?
The number of shares purchased for your account depends upon the amount
of cash dividends you reinvest and/or the amount of your optional cash
investments and on the purchase price of TXU common stock. (See FOREIGN HOLDERS
OF SHARES for restrictions on reinvestment of cash dividends applicable to
residents of a foreign country.) We will credit your account with that number of
shares, including fractional shares computed to three decimal places, that is
equal to the total cash amount to be invested or reinvested, divided by the
purchase price per share.
14. What will be the price of shares of common stock purchased under the
plan?
o Open Market Purchases. An independent broker will buy shares of the
common stock for the plan by purchasing them in the open market. The
price will be the weighted average price (excluding any related
brokerage fees, commissions or other service charges) paid for all
shares purchased by the independent broker during the period in
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<PAGE>
which the open market purchases are made. For optional cash
investments, each weekly investment period commences on Tuesday of a
week and continues through and includes the first business day in
the following calendar week. Each reinvestment of dividends will be
made during the four business days ending on a dividend payment
date.
Except for any limitations imposed by federal or state securities
laws, the independent broker will have full discretion as to all
matters relating to open market purchases for the plan. The broker
will determine the number of shares, if any, to be purchased on
any given day, the time of day, the price to be paid for shares,
the markets in which shares are to be purchased (which may include
any securities exchange or over-the-counter market) and the persons
(including brokers or dealers) from or through whom purchases are
made.
o Original Issue Shares Acquired directly from TXU Corp. The price of
shares purchased directly from TXU Corp. is the average of the daily
averages of the high and low sales prices for the common stock as it
is reported on the consolidated tape for New York Stock Exchange
listed securities administered by the Consolidated Tape Association
- for the optional weekly investment period, if optional cash
investments are being used to purchase shares, and
- for the four business days ending on a dividend payment date,
if dividend reinvestments are being used to purchase shares.
SAFEKEEPING
15. What is the plan Safekeeping Service?
You may take advantage of the plan's cost-free safekeeping services
whether or not you make optional cash investments or reinvest dividends on your
shares. You may deposit shares you hold in certificated form into the plan, to
be held by TXU Business Services or its nominee, by delivering a completed
authorization form and the certificates to TXU Business Services. Do not endorse
the certificates. We will transfer the shares deposited into the name of TXU
Business Services or its nominee, as custodian, and credit them to your account
in the plan. We will distribute cash dividends paid on the shares or reinvest
them in shares of TXU common stock in accordance with your instruction on your
authorization form.
SALES OF PLAN SHARES
16. How can I sell my plan shares?
You may request at any time in writing that TXU Business Services sell
all or some of your plan shares. TXU Business Services may require verification
of your signature in a manner satisfactory to TXU Business Services. TXU
Business Services will then instruct an independent broker to sell your shares
as soon as practicable after processing your request and will send you the
proceeds of the sale (less transaction fees, brokerage fees and commissions and
any transfer taxes). Unless you instruct otherwise, if fewer than all of your
plan shares are to be sold, your plan shares on which cash dividends are being
reinvested will be sold first.
Sale of plan shares between the record date and the dividend payment
date:
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<PAGE>
If TXU Business Services receives your instructions for the sale of
some of your plan shares for which cash dividends are not being reinvested on or
after the record date for a dividend payment date but earlier than the dividend
payment date, those plan shares will be sold as described above. Cash dividends
on those shares will be paid on the dividend payment date in the usual manner.
If TXU Business Services receives your instructions for the sale of
some of your plan shares for which cash dividends are being reinvested on or
after the record date for a dividend payment date but earlier than the dividend
payment date, those plan shares will be sold as described above. Cash dividends
on those shares will be credited to your account under the plan and reinvested
in shares of TXU common stock.
If TXU Business Services receives your instructions for the sale of all
your plan shares for which cash dividends are being reinvested on or after the
record date for a dividend payment date but earlier than the fifth business day
before the dividend payment date, your plan shares will be sold as described
above. Cash dividends will be paid to you on the dividend payment date. However,
if TXU Business Services receives sale instructions after the fifth business day
before the dividend payment date, the dividends paid on the dividend payment
date will be credited to your account under the plan and reinvested in shares of
TXU common stock. After the applicable dividend payment date, all of your plan
shares will be sold, including the shares purchased with the most recently paid
dividends, and the proceeds sent to you.
Sales of less than 10 Shares, including fractional shares, without
fees:
If your account has fewer than 10 plan shares, you may sell all, but
not less than all, of those shares, including fractional shares, through the
plan without paying a transaction fee or any brokerage commission. TXU Corp. may
change or end this feature at any time after 30 days' prior notice to
participants in the plan.
17. How can I sell my certificated shares of TXU common stock through
the plan?
You must convert your certificated shares to plan shares by depositing
them for safekeeping (see SAFEKEEPING). After making the deposit you must give
TXU Business Services instructions to sell the shares (see SALE OF PLAN SHARES).
TERMINATION OF PARTICIPATION
18. When and how can I end my participation in the plan?
You may end your participation in the plan at any time by delivering a
written request to TXU Business Services.
If you stop participating in the plan, or if TXU Corp. terminates the
plan, TXU Business Services will send you certificates for whole shares of the
common stock credited to your account and a cash payment for any fraction of a
share. If TXU Business Services receives a request to terminate participation
earlier than the fifth day before a dividend payment date, any dividends that
would otherwise have been reinvested under the plan will be paid to you in cash.
If TXU Business Services receives your request to terminate
participation on or after the fifth day before a dividend payment date, we will
invest the dividends designated for reinvestment under the plan in shares of
common stock through the plan. The termination will take place after the
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dividend payment date. At that time we will send you certificates for whole
shares of common stock, including the newly purchased shares, and a cash payment
for any fraction of a share.
Once you are no longer a participant in the plan, cash dividends will
be paid directly to you in the ordinary course.
You may enroll again in the plan as a new participant by sending a
completed authorization form and, if you hold no shares at the time, an initial
investment of $500 to TXU Business Services (see EXPENSES).
EXPENSES
19. What fees and charges will I have to pay in connection with purchases,
sales or other services under the plan?
You will not pay any commissions or service charges for purchases of
common stock through the plan. We will charge to your account a transaction fee
of $10 if you are not a shareholder and you are making an initial investment
when you enroll. We will charge to your account a transaction fee of $10 per
transaction for selling plan shares. You will also pay any applicable brokerage
commissions and transfer taxes in connection with sales of your plan shares. TXU
Corp. will pay all other costs of administering the plan. You will pay any
applicable transfer taxes on sales of your plan shares. There is no charge for
the safekeeping of shares. There is a charge for researching account information
that has been archived for more than 12 months.
ADMINISTRATION
20. Who administers the plan?
TXU Business Services administers the plan, keeps records and sends
quarterly statements of account to participants.
Neither TXU Corp. nor TXU Business Services can assure you of a profit
or protect you against a loss on the shares purchased under the plan.
REPORTS TO PARTICIPANTS
21. What kind of reports will I receive?
You will receive quarterly statements of your account. They will show
the record of the cost of your plan purchases, withdrawals from the plan and
plan shares certificated during the calendar year. Your quarterly statement will
also show the price per share to be used in determining the tax basis of the
shares purchased with your reinvested dividends and/or optional cash
investments. You should keep your quarterly statements for tax purposes. (See
FEDERAL INCOME TAX MATTERS.) You will also receive copies of all reports sent to
the holders of shares of TXU common stock. The plan administrator may also
provide a statement of account upon request.
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CERTIFICATES FOR SHARES
22. Will certificates be issued for shares of common stock purchased
through the plan?
Shares of common stock held in your plan account will be registered in
the name of TXU Business Services or its nominee. TXU Business Services or its
nominee will hold the certificates on your behalf. The number of your plan
shares is shown on your quarterly statements of your account.
If you request them in writing, TXU Business Services will issue to you
certificates for any number of your whole plan shares. Your plan account
statements will reflect any withdrawals. Mail your request for certificates to
TXU Business Services. TXU Business Services will hold any remaining whole
shares, and any fraction of a share, in your account as plan shares. We will not
issue certificates for fractions of shares under any circumstances. Unless you
change your election, we will continue to distribute or reinvest future cash
dividends on the shares for which certificates are issued in accordance with
your latest instruction.
You may not pledge plan shares. If you want to pledge your plan shares
you must withdraw them from the plan by requesting that certificates for the
shares be issued in your name.
We will maintain your accounts under the plan in the name in which your
certificates were registered at the time you entered the plan. Consequently,
certificates for whole shares will also be registered in that name when they are
issued to you.
OTHER STOCK TRANSACTIONS
23. If TXU Corp. issues a dividend payable in common stock or declares a
stock split, how does it affect common stock held in the plan?
We will add to your account any stock dividends or split shares
distributed on your plan shares. We will mail directly to you any stock
dividends or split shares distributed on your certificated shares as if you were
not participating in the plan.
We will reinvest cash dividends paid on shares that were issued as
stock dividends or stock splits on your plan shares in accordance with your
dividend reinvestment option in effect at the time of the cash dividend. If you
have directed that dividends should be paid to you in cash on some of your plan
shares, you will continue to receive cash dividends on the same number of shares
unless you send new directions to TXU Business Services.
24. If TXU Corp. sells additional shares of common stock through a rights
offering, how will rights to new shares be distributed?
In a rights offering, we will mail directly to you warrants
representing rights on all of your whole certificated shares as well as your
whole plan shares as if you were not participating in the plan.
VOTING OF SHARES
25. How will my shares of common stock be voted at TXU Corp. shareholders'
meetings?
You will receive a proxy form indicating the total number of whole
shares you hold, including certificated shares and whole plan shares. You are
entitled to vote all your shares at any TXU Corp. shareholders' meeting.
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RESPONSIBILITY OF TXU CORP., THE INDEPENDENT BROKER AND TXU BUSINESS SERVICES
26. What are the limitations of liability of TXU Corp., the independent
broker and TXU Business Services for their acts or omissions under
the plan?
In administering the plan, none of TXU Corp., the independent broker or
TXU Business Services will be liable for any act done in good faith, or for any
good faith omission to act, including, without limitation, any claims of
liability arising out of the failure to terminate a participant's account upon
the participant's death prior to receipt of notice in writing of the death. You
should recognize that none of TXU Corp., the independent broker or TXU Business
Services can assure you of a profit, or protect you against a loss, on the
shares of the common stock of TXU Corp. purchased under the plan. You
participate in the plan at your sole discretion, risk and responsibility.
FOREIGN HOLDERS OF SHARES
27. What provisions are made for foreign shareholders?
In the case of a foreign holder of shares who is participating in the
plan and whose dividends are subject to United States income tax withholding,
TXU Business Services will apply an amount equal to the net cash dividend after
the deduction of taxes withheld to the purchase of shares of TXU common stock.
Optional cash investments received from foreign holders must be in United States
dollars. New participants in the plan must be either shareholders or residents
of the United States.
MODIFICATION OR TERMINATION
28. To what extent can TXU Corp. modify, suspend or terminate the plan?
TXU Corp.'s board of directors can suspend, modify, amend or terminate
the plan at any time. We will mail notice of any suspension, modification,
amendment or termination to all participants.
TXU Corp. may decide not to offer or sell its common stock under the
plan to participants residing in any jurisdiction or foreign country where, in
the judgment of TXU Corp., the burden or expense of compliance with applicable
blue sky or securities laws make the offer or sale there impracticable or
inadvisable.
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CERTAIN UNITED STATES FEDERAL INCOME TAX MATTERS
U.S. FEDERAL INCOME TAX CONSEQUENCES
The U.S. Federal income tax consequences to a participant in the plan
may be summarized as follows:
With respect to reinvested cash dividends used to purchase shares in
the open market, a participant will be treated for Federal income tax purposes
as having received on the dividend payment date a distribution in an amount
equal to the cash reinvested plus the brokerage fees, commissions or other
service charges paid by TXU Corp. to obtain the shares. That distribution will
be treated as dividend income to the participant to the extent of the current
and accumulated earnings and profits of TXU Corp., as determined for Federal
income tax purposes. The tax basis of the shares so purchased will be equal to
the amount of the distribution, including those charges paid by TXU Corp.
With respect to reinvested cash dividends used to purchase authorized
but unissued shares of common stock directly from TXU Corp., a participant will
be treated for Federal income tax purposes as having received on the dividend
payment date a distribution in an amount equal to the fair market value on that
date of the full number of shares and any fractional share purchased with
reinvested dividends. The fair market value of those shares on the dividend
payment date will be treated as dividend income to the participant to the extent
of the current and accumulated earnings and profits of TXU Corp., as determined
for Federal income tax purposes. The tax basis of the shares so purchased will
be equal to the fair market value of those shares on the dividend payment date.
A participant who purchases shares with optional cash payments will
recognize no taxable income upon such purchases except to the extent of
brokerage fees, commissions or other service charges paid by TXU Corp. to obtain
the shares. The tax basis of shares purchased in this manner will be the amount
of the optional cash investment plus those charges paid by TXU Corp.
A participant does not realize any taxable income when he receives
certificates for whole shares of the common stock credited to his account under
the plan, either upon request for certificates for those shares, termination of
his participation in the plan, or termination of the plan by TXU Corp. However,
gain or loss will be realized by the participant when shares are sold, either by
the plan at the participant's request to sell shares held in the plan when he
terminates participation in the plan, or by the participant after termination of
participation. In addition, a participant who receives, upon termination of
participation or termination of the plan by TXU Corp., a cash adjustment for a
fraction of a share credited to his account, will realize a gain or loss with
respect to that fraction. The amount of any gain or loss would be the difference
between the amount which the participant receives for his shares or fraction of
a share and the tax basis for those shares or that fraction of a share.
Participants who are non-resident aliens or non-U.S. corporations,
trusts and estates are subject to U.S. income tax withholding on dividends paid
on shares held in their accounts. The amount of withholding is determined in
accordance with U.S. Treasury Regulations, subject to adjustment by applicable
income tax treaties. Other participants may be subject to U.S. backup
withholding. For participants who are subject to U.S. withholding tax or backup
withholding, TXU Corp. will withhold the required taxes from the gross dividends
or proceeds from the sale of shares. The dividends or proceeds of a sale
received by the participant, or dividends reinvested on behalf of the
participant, will be net of the required taxes.
For other tax consequences of participation in the plan, including
state and local income taxation, participants should consult their tax advisor.
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The above Federal income tax discussion is based on Federal income tax
law as in effect as of the date hereof. Participants should consult their tax
advisors with respect to the impact of any future legislative proposals or
legislation enacted after the date of this prospectus.
TAX REPORTS
The Form 1099-DIV mailed to each participant with respect to each
year-end will report the dividend income realized by the participant during the
year, including brokerage fees, commissions or other service charges paid by TXU
Corp. in respect of reinvested dividends or optional cash investments. That
income may differ from the total of the reinvested dividends. (See THE PLAN --
SHARE PURCHASES AND PRICE). A Form 1099-B will be furnished to the Participant
for any shares sold through the plan.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of TXU Corp. consists of common stock,
without par value, of which 263,726,119 shares were outstanding on May 10, 2000,
and serial preference stock, par value $25 per share, none of which has been
issued. The following are rights and privileges of the common stock under the
laws of Texas and TXU Corp.'s articles of incorporation and bylaws.
Each share is entitled to one vote on all questions submitted to
shareholders and to cumulative voting at all elections of directors.
The common stock has no other preemptive or conversion rights. When the
shares offered in this prospectus are issued and sold, they will be fully paid
and nonassessable.
The holders of the shares of the preference stock do not have voting
rights, except that, if TXU Corp. fails to pay dividends on preference stock
equal to four full quarterly dividends, the holders of shares of preference
stock may vote for the election of one-third of the board of directors or two
directors, whichever is greater. If TXU Corp. fails to pay dividends equal to
eight full quarterly dividends, the holders of shares of preference stock may
elect a majority of the full board of directors. The approval of the holders of
two-thirds of the outstanding shares of the preference stock is required for TXU
Corp. to make changes in its capital structure that would affect those holders.
After the payment of all dividends due on the shares of any outstanding
preference stock, holders of shares of the common stock are entitled to
dividends when and as declared by the board of directors.
After payment of preference stock upon any dissolution or liquidation,
the remaining assets will be distributed to the holders of shares of the common
stock. Each share of the common stock is equal to every other share of the
common stock with respect to dividends and also with respect to distributions
upon any dissolution or liquidation.
The common stock of TXU Corp. is listed on the New York, Chicago and
Pacific stock exchanges. The transfer agent for the common stock is TXU Business
Services Company, Dallas, Texas.
On February 19, 1999, the TXU Corp. Board adopted a shareholder rights
plan pursuant to which holders of common stock were granted rights to purchase
one-one-hundredth of a share of Series A Preference Stock (Rights) for each
share of TXU Corp. common stock held.
In the event that any person acquires more than 15% of TXU Corp.
outstanding common stock, the Right becomes exercisable, entitling each holder
(other than the acquiring person or group) to purchase that number of shares of
securities or other property of TXU Corp. having a market value equal to two
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<PAGE>
times the exercise price of the Right. If TXU Corp. were acquired in a merger or
other business combination, each Right would entitle its holder to purchase a
number of the acquiring company's common shares having a market value of two
times the exercise price of the Right. In either case, TXU Corp.'s Board may
choose to redeem the Rights before they become exercisable.
INDEPENDENT ACCOUNTANTS
The consolidated financial statements of TXU Corp. and subsidiaries,
except, with respect to the year ended December 31, 1998, TXU Eastern Holdings
Limited (now known as TXU Europe Limited), included in the TXU Corp. Annual
Report on Form 10-K for the year ended December 31, 1999 incorporated in this
prospectus have been audited by Deloitte & Touche LLP, independent accountants,
as stated in their report included in the TXU Corp. Annual Report on Form 10-K
for the year ended December 31, 1999. The consolidated financial statements of
TXU Europe Limited for the year ended December 31, 1998, have been audited by
PricewaterhouseCoopers LLP, independent accountants, as stated in their report
included in the TXU Corp. Annual Report on Form 10-K for the year ended December
31, 1999. Those financial statements are not included in the Annual Report on
Form 10-K for the year ended December 31, 1999. The consolidated financial
statements of TXU Corp. and subsidiaries have been incorporated by reference
herein in reliance upon the respective reports of such firms given upon their
authority as experts in accounting and auditing.
With respect to any unaudited consolidated interim financial
information included in TXU Corp.'s Quarterly Reports on Form 10-Q (Quarterly
Reports) that will be incorporated herein by reference, Deloitte & Touche LLP
applies limited procedures in accordance with professional standards for reviews
of such information. As stated in any of its reports that are included in TXU's
Quarterly Reports that will be incorporated by reference herein and in the
Registration Statement, Deloitte & Touche LLP did not audit and did not express
an opinion on such interim consolidated financial information. Accordingly, the
degree of reliance on any of its reports on such information should be
restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP is not subject to the liability provisions of Section 11
of the Securities Act of 1933 for their reports on such unaudited interim
consolidated financial information because those reports are not "reports" or a
"part" of the Registration Statement filed under the 1933 Act prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the 1933
Act.
LEGAL REVIEW
The statements made as to matters of law and legal conclusions in this
prospectus under DESCRIPTION OF CAPITAL STOCK and in the TXU Corp. Annual Report
on Form 10-K for the year ended December 31, 1999 under Part I, Item 1 --
Business -- US Electric Segment -- Regulation and Rates and -- US Gas Segment --
Regulation and Rates, and Environmental Matters -- US Segments, incorporated by
reference, have been reviewed by Worsham Forsythe Wooldridge LLP, Dallas, Texas,
General Counsel for TXU Corp. and such statements are made upon their authority
as experts. At December 31, 1999, members of the firm of Worsham Forsythe
Wooldridge LLP, owned approximately 42,000 shares of the common stock of TXU
Corp.
The statements of law and legal conclusions under the caption CERTAIN
UNITED STATES FEDERAL INCOME TAX MATTERS have been reviewed by Thelen Reid &
Priest LLP, of counsel to TXU Corp., and such statements are made upon their
authority as experts.
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WHERE YOU CAN FIND MORE INFORMATION
TXU Corp. files annual, quarterly and special reports, proxy statements
and other information with the SEC under File No. 1-12833. Before TXU Corp.
began filing quarterly and annual reports with the SEC its predecessor company,
TXU Energy Industries, filed those reports under its old name, Texas Utilities
Company, (File No. 1-3591). These SEC filings are available to the public over
the Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any of these SEC filings at the SEC's public reference room at 450 Fifth
Street, N.W., Room 1024, Washington, D. C. 20549, or at the SEC's public
reference rooms in New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below:
o TXU Corp.'s Annual Report on Form 10-K for the year ended December
31, 1999.
o TXU Corp.'s Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000.
o TXU Corp.'s Current Report on Form 8-K, dated May 16, 2000.
All documents filed by TXU Corp. under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, after the date of this
prospectus and before the termination of this offering are incorporated by
reference in this prospectus and will automatically update and supersede this
information.
The information incorporated by reference is an important part of this
prospectus.
You may request a copy of these filings at no cost, by writing or
contacting us at the following address: Corporate Secretary, TXU Corp., Energy
Plaza, 1601 Bryan Street, Dallas, Texas 75201; telephone number (214) 812-4600.
You may obtain more information by contacting the TXU Corp. web site
(http://www.txu.com). THE INFORMATION CONTAINED AT THE WEB SITE OF TXU CORP. IS
------------------
NOT INCORPORATED IN THIS PROSPECTUS BY REFERENCE AND YOU SHOULD NOT CONSIDER IT
A PART OF THIS PROSPECTUS.
The common stock of TXU Corp. is listed on the New York, Chicago and
Pacific stock exchanges (ticker symbol: TXU), where reports, proxy statements
and other information concerning TXU Corp. may be inspected. Reports, proxy
statements and other information concerning TXU Corp.'s predecessors may be
inspected at the New York, Chicago and Pacific stock exchanges.
TXU Corp. will provide without charge to each person, including any
beneficial owner, to whom a copy of this prospectus has been delivered, on the
written or oral request of that person, a copy of any and all of the documents
referred to above that have been or may be incorporated in this prospectus by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests for such
copies should be directed to TXU Business Services, Direct Stock Purchase Plan,
P.O. Box 130059, Dallas, Texas 75313-0059, toll-free telephone number (800)
828-0812.
-----------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT.
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All notices, inquiries and requests concerning the plan, including
initial optional cash investments from those who are eligible to participate in
this plan but are not holders of TXU Corp. common stock should be mailed to:
TXU BUSINESS SERVICES
P. O. BOX 130059
DALLAS, TX 75313-0059
All other optional cash investments, other than by automatic electronic
investment, should be mailed to:
TXU BUSINESS SERVICES
P. O. BOX 650459
DALLAS, TX 75265-0459
Please include your shareholder account number, social security number
and daytime telephone number on all correspondence, checks or money orders.
Persons who wish to communicate by telephone with TXU Business Services
concerning the plan may do so by calling either of the following numbers:
TOLL-FREE (800) 828-0812
LOCAL (214) 812-8100
The following information is available through the automated telephone
system:
o General transfer instructions as well as information regarding
lost certificates
o Information about the plan, which includes:
- How the plan works
- Optional cash investment acceptance periods
- Information regarding withdrawals from the plan as well as
requests for duplicate plan statements
o Information about an individual account, which includes:
- Account balance information including the number of shares of the
common stock held in the account and the aggregate of optional
cash investments not yet invested
- Year-to-date reportable income amounts
- Requests for duplicate 1099DIV's
o Dividend payment and record date information
o The option of speaking to a Shareholder Account Representative.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable by TXU Corp. in
connection with the issuance and distribution of the securities to be
registered.
Filing fee - Securities and Exchange Commission............. $31,619
Listing fees................................................ 5,000
Fees and expenses of counsel
Worsham Forsythe Wooldridge LLP ....................... 50,000
Thelen Reid & Priest LLP............................... 50,000
Auditors' fees and expenses................................. 15,000
Printing, including Registration Statement,
prospectuses, exhibits, etc. .......................... 15,000
Miscellaneous............................................... 381
Total expenses*............................................. $167,000
========
- ------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Restated Articles of Incorporation of TXU Corp.
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,
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<PAGE>
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 TXU
Corp., in certain circumstances, to indemnify any present or former
director, officer, employee or agent of TXU Corp. 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
TXU Corp.
Article X of the Restated Articles of Incorporation of TXU Corp.
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 the 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 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 TXU Corp.'s bylaws provides as follows:
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<PAGE>
"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."
TXU Corp. has entered into agreements with its directors which
provide, among other things, for their indemnification by TXU Corp. 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.
TXU Corp. has insurance covering its expenditures which might arise in
connection with its lawful indemnification of its directors and officers for
their liabilities and expenses. Directors and officers of TXU Corp. also have
insurance which insures them against certain other liabilities and expenses.
II-3
<PAGE>
ITEM 16. EXHIBITS.
PREVIOUSLY FILED*
-----------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
------- ------ -------
4(a) -- Amended and Restated Articles of
Incorporation of TXU Corp.
4(b) -- Restated Bylaws of TXU Corp.
4(c) 1-2833 1 -- Rights Agreement, dated as of
February 19, 1999, between the
Form 8-A Company and The Bank of New York,
(filed February 26, which includes as Exhibit A thereto
1999) the form of Statement of Resolution
Establishing the Series A Preference
Stock, Exhibit B thereto the form of
a Right Certificate and Exhibit C
thereto the Summary of Rights to
Purchase Series A Preference Stock.
5(a) -- Opinion of Worsham Forsythe Wooldridge
LLP, General Counsel for TXU Corp.
5(b) and 8 -- Opinion of Thelen Reid & Priest LLP,
of counsel to TXU Corp.
15 -- Letter of Deloitte & Touche LLP
regarding unaudited condensed interim
financial information.
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of PricewaterhouseCoopers LLP
23(c) -- Consents of Worsham Forsythe Wooldridge
LLP and Thelen Reid & Priest LLP are
contained in Exhibits 5(a) and 5(b) and
8, respectively.
24 -- Power of Attorney (see page II-7).
- -------------------------
* Incorporated herein by reference.
II-4
<PAGE>
ITEM 17. 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum offering range may be reflected in the form of prospectus
filed with the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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
Section 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 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 of 1933, each filing of the registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the 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 foregoing provisions, 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
II-5
<PAGE>
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 expressed in the Act and will be
governed by the final adjudication of such issue.
II-6
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of TXU Corp. 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-3 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 23rd day of May
2000.
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 May 23, 2000
- ----------------------------------- Officer and Director
(Erle Nye, Chairman of the Board
and Chief Executive)
/s/ Michael J. McNally Principal Financial May 23, 2000
- ----------------------------------- Officer
(Michael J. McNally, Executive
Vice President and Chief
Financial Officer)
/s/ Jerry W. Pinkerton Principal Accounting May 23, 2000
- ----------------------------------- Officer
(Jerry W. Pinkerton, Controller)
/s/ Derek C. Bonham Director May 23, 2000
- -----------------------------------
(Derek C. Bonham)
/s/ J.S. Farrington Director May 23, 2000
- -----------------------------------
(J. S. Farrington)
/s/ William M. Griffin Director May 23, 2000
- -----------------------------------
(William M. Griffin)
/s/ Kerney Laday Director May 23, 2000
- -----------------------------------
(Kerney Laday)
/s/ Margaret N. Maxey Director May 23, 2000
- -----------------------------------
(Margaret N. Maxey)
/s/ James A. Middleton Director May 23, 2000
- -----------------------------------
(James A. Middleton)
/s/ J. E. Oesterreicher Director May 23, 2000
- -----------------------------------
(J. E. Oesterreicher)
/s/ Charles R. Perry Director May 23, 2000
- -----------------------------------
(Charles R. Perry)
/s/ Herbert H. Richardson Director May 23, 2000
- -----------------------------------
(Herbert H. Richardson)
II-7
<PAGE>
EXHIBIT INDEX
PREVIOUSLY FILED*
-----------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
------- ------ -------
4(a) -- Amended and Restated Articles of
Incorporation of TXU Corp.
4(b) -- Restated Bylaws of TXU Corp.
4(c) 1-2833 1 -- Rights Agreement, dated as of
February 19, 1999, between the
Form 8-A Company and The Bank of New York,
(filed February 26, which includes as Exhibit A thereto
1999) the form of Statement of Resolution
Establishing the Series A Preference
Stock, Exhibit B thereto the form of
a Right Certificate and Exhibit C
thereto the Summary of Rights to
Purchase Series A Preference Stock.
5(a) -- Opinion of Worsham Forsythe Wooldridge
LLP, General Counsel for TXU Corp.
5(b) and 8 -- Opinion of Thelen Reid & Priest LLP,
of counsel to TXU Corp.
15 -- Letter of Deloitte & Touche LLP
regarding unaudited condensed interim
financial information.
23(a) -- Consent of Deloitte & Touche LLP.
23(b) -- Consent of PricewaterhouseCoopers LLP
23(c) -- Consents of Worsham Forsythe Wooldridge
LLP and Thelen Reid & Priest LLP are
contained in Exhibits 5(a) and 5(b) and
8, respectively.
24 -- Power of Attorney (see page II-7).
- -------------------------
* Incorporated herein by reference.
EXHIBIT 4(A)
AMENDED AND RESTATED ARTICLES OF INCORPORATION
TXU CORP.
ARTICLE I.
The name of the Corporation is TXU Corp.
ARTICLE II.
The purposes for which the Corporation is formed are to subscribe for,
purchase, invest in, hold, own, assign, pledge and otherwise deal in and dispose
of shares of capital stock, bonds, mortgages, debentures, notes and other
securities, obligations, contracts and evidences of indebtedness of public
utility companies and other foreign or domestic corporations; to organize or
promote or facilitate the organization of subsidiary corporations; to aid in any
manner permitted by law any corporation in which the Corporation owns shares of
stock or in which the Corporation has any other legal or equitable interest; and
to do all such things as may be necessary, appropriate, convenient or incidental
to the foregoing purposes.
ARTICLE III.
The post office address of the registered office of the Corporation is
1601 Bryan Street, Dallas, Texas 75201, and the name of its registered agent at
such address is Peter B. Tinkham.
ARTICLE IV.
The duration of the Corporation is perpetual.
ARTICLE V.
The affairs of the Corporation shall be managed by a board of
directors, who shall be chosen by ballot at the annual meeting of the
shareholders, or any meeting of shareholders held in place thereof, and shall
serve until their successors are elected unless removed as herein provided for.
Vacancies in the board of directors, except vacancies in the board of
directors caused by an increase in the number of directors, may be filled by the
board at any meeting. Vacancies in the board of directors arising from an
increase in the number of directors shall be filled at a meeting of the
shareholders called for the purpose of filling such vacancies. Any or all of the
directors may at any time be removed, whether cause be assigned for such removal
or not, by the vote of the holders of a majority in aggregate number of the
shares of stock of the Corporation then outstanding, given at a special meeting
called for the purpose of considering any such action.
<PAGE>
The number of directors presently constituting the board of directors
of the Corporation is ten and the names and addresses of the persons now serving
as directors are as follows:
Name Address
---- -------
Derek C. Bonham London, England
J. S. Farrington Dallas, Texas
Kerney Laday Dallas, Texas
William M. Griffin Hartford, Connecticut
Margaret N. Maxey Austin, Texas
James A. Middleton Los Angeles, California
Erle Nye Dallas, Texas
J. E. Oesterreicher Dallas, Texas
Charles R. Perry Odessa, Texas
Herbert H. Richardson College Station, Texas
ARTICLE VI.
The total number of shares that may be issued by the Corporation is one
billion fifty million (1,050,000,000) shares, of which fifty million
(50,000,000) shares are classified as serial preference stock having the par
value of $25 per share, and one billion (1,000,000,000) shares are classified as
common stock without par value.
The descriptions of the different classes of stock of the Corporation
and the preferences, designations, relative rights, privileges, powers,
restrictions, limitations and qualifications of said classes of stock are as
follows:
DIVISION A--PREFERENCE STOCK
1. Series and Limits of Variations between Series. Subject to the
provisions of Division B of this Article VI (which provisions, however, shall
not continue effective as to any shares which are redeemed or repurchased and
restored to the status of authorized but unissued shares), the preference stock
may be divided into and issued in one or more series from time to time as herein
provided, each series to be so designated as to distinguish the shares thereof
from the shares of all other series and classes. The authorized number of shares
of any such series, the designation of such series, and the terms and
characteristics thereof (in those respects in which the shares of one series may
vary from the shares of other series as herein provided) shall be fixed at any
time prior to the issuance thereof by resolution or resolutions of the board of
directors of the Corporation. The preference stock of all series shall be of the
same class and of equal rank and shall be identical in all respects, except that
there may be variations in the following particulars:
(a) The rate at which annual dividends are to accrue on
the shares of such series, hereinafter referred to as the "fixed
dividend rate;"
(b) The terms and conditions on which the shares of such
series may be redeemed, and the amount payable in respect of the shares
of such series in case of the redemption thereof at the option of the
Corporation (the amount so fixed being hereinafter referred to as the
2
<PAGE>
"fixed redemption price"), and the amount payable in respect of the
shares of such series in case of the redemption thereof for any sinking
fund of such series, which amounts in respect of any series may, but
need not, vary according to the time or circumstances of such action;
(c) The amount payable in respect of the shares of such
series in case of liquidation, dissolution or winding up of the
Corporation (the amount so fixed being hereinafter referred to as the
"fixed liquidation price"), and the amount payable, if any, in addition
to the fixed liquidation price for each series, in case such
liquidation, dissolution or winding up be voluntary (the amount so
fixed being hereinafter referred to as the "fixed liquidation
premium"), which amounts in respect of any series may, but need not,
vary according to the time or circumstances of such action;
(d) Any requirement as to any sinking fund or purchase fund
for, or the redemption, purchase or other retirement by the Corporation
of, the shares of such series; and
(e) The right, if any, to exchange or convert the shares of
such series into shares of any other series of the preference stock,
or, to the extent permitted by law, into shares of any other class of
stock of the Corporation, and the rate or basis, time, manner and
conditions of exchange or conversion or the method by which the same
shall be determined.
2. Dividends. Out of the assets of the Corporation legally available
for dividends, the holders of the preference stock of each series shall be
entitled, in preference to the holders of the common stock, to receive, but only
when and as declared payable by the board of directors, dividends at the fixed
dividend rate for such series, and no more, payable quarterly in each year, on
the dividend payment dates established for such series, or otherwise as the
board of directors may determine, to shareholders of record as of a date not
exceeding thirty (30) days nor less than ten (10) days preceding such dividend
payment dates, and such dividends on the preference stock shall be cumulative,
so that, if in any past dividend period or periods full dividends upon each
series of the outstanding preference stock at the fixed dividend rate or rates
therefor shall not have been paid, the deficiency (without interest) shall be
paid or declared and set apart for payment before any dividends shall be paid
upon or set apart for the common stock (other than a dividend payable in common
stock of the Corporation). Dividends on all shares of the preference stock of
each series shall commence to accrue and be cumulative from the dividend date
for such series next preceding the date of issue of the initial shares of such
series, or from said date of issue, if that be a dividend date or from a date
fixed by the board of directors at the time the relative rights and preferences
of such series are fixed and determined. Any dividends paid on the preference
stock in any amount less than full cumulative dividends accrued or in arrears
upon all preference stock outstanding shall, if more than one series be
outstanding, be divided between the different series in proportion to the
aggregate amounts which would be distributable to the preference stock of each
series if full cumulative dividends were declared and paid thereon.
3. Preference on Liquidation, etc. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the preference
stock of each series shall have a preference over the holders of the common
3
<PAGE>
stock until the fixed liquidation price per share for such series, plus, in case
such liquidation, dissolution or winding up shall have been voluntary, the fixed
liquidation premium per share for such series, if any, together in all cases
with unpaid accumulated dividends, if any, shall have been paid or distributed
or declared and set apart for payment or distribution, but the holders of the
preference stock shall be entitled to no further participation in any such
distribution. If upon any such liquidation, dissolution or winding up, the
assets distributable among the holders of the preference stock shall be
insufficient to permit the payment of the full preferential amounts aforesaid,
then the entire assets of the Corporation to be distributed shall be distributed
among the holders of each series of the preference stock then outstanding,
ratably in proportion to the full preferential amounts to which they are
respectively entitled. Nothing in this Section 3 shall be deemed to prevent the
purchase or redemption of preference stock in any manner permitted by Section 4
of this Division A, nor shall anything in this Section 3 be deemed to prevent
the purchase or redemption by the Corporation of shares of its common stock if
the requirements of Section 6 of this Division A shall be complied with. No such
purchase or redemption shall be deemed to be a liquidation, dissolution or
winding up of the Corporation or a distribution of assets to its common
shareholders within the meaning of this Section 3 whether or not shares of
common stock so redeemed or purchased shall be retired, nor shall a
consolidation or merger of the Corporation or a sale or transfer of
substantially all of its assets as an entirety be regarded as a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
3.
4. Redemption and Repurchase. The Corporation may at any time or from
time to time, by resolution of the board of directors, redeem (subject to any
terms of a particular series restricting refunding or redemption thereof) all or
any part of the preference stock, or of any series thereof, by paying in cash
the fixed redemption price applicable thereto plus the amount of unpaid
accumulated dividends, if any, to the date of such redemption. If less than all
the shares of one series of preference stock is to be redeemed, the shares to be
redeemed shall be selected ratably or by lot, in such manner as may be
prescribed by resolution of the board of directors, by an independent bank or
trust company selected for that purpose by the board of directors. Notice of
such redemption shall be mailed to each holder of redeemable shares being
called, not less than twenty (20) nor more than fifty (50) days before the date
fixed for redemption, at his address as it appears on the stock transfer books
of the Corporation, with postage thereon prepaid. Such notice of redemption of
such shares shall set forth the series or part thereof to be redeemed, the date
fixed for redemption, the redemption price, and the place at which the
shareholders may obtain payment of the redemption price upon surrender of their
respective share certificates. From and after the date fixed in any such notice
as the date of redemption, unless default shall be made by the Corporation in
providing funds sufficient for such redemption at the time and place specified
for the payment thereof pursuant to said notice, all dividends on the shares so
redeemed shall cease to accrue, and all rights of the holders of such shares as
shareholders of the Corporation, except only the right to receive the redemption
funds to which they are entitled, shall cease and determine.
The Corporation may, on or prior to the date fixed for any redemption,
deposit with any bank or trust company in the State of Texas, or any bank or
trust company in the United States duly appointed and acting as a transfer agent
of the Corporation, as a trust fund, a sum sufficient to redeem shares called
for redemption, with irrevocable instructions and authority to such bank or
4
<PAGE>
trust company to give or complete the notice of redemption thereof and to pay,
on or after the date fixed for such redemption, to the respective holders of
shares, as evidenced by a list of holders of such shares certified by the
Corporation by its President or a Vice President and by its Secretary or an
Assistant Secretary, the redemption price upon the surrender of their respective
share certificates. Thereafter, from and after the date fixed for redemption,
such shares shall be deemed to be redeemed and dividends thereon shall cease to
accrue after such date fixed for redemption. Such deposit shall be deemed to
constitute full payment of such shares to their holders. Thereafter, from and
after the date fixed for redemption, such shares shall no longer be deemed to be
outstanding, and the holders thereof shall cease to be shareholders with respect
to such shares and shall have no rights with respect thereto except the right to
receive from the bank or trust company payment, without interest, of the
redemption price of such shares plus the amount of unpaid accumulated dividends
upon the surrender of their respective certificates therefor, and any right to
convert such shares which may exist. In case the holders of such shares shall
not, within six (6) years after such deposit, claim the amount deposited for
redemption thereof, such bank or trust company shall upon demand pay over to the
Corporation the balance of such amount so deposited, together with any interest
accrued thereon, which shall become the property of the Corporation, and such
bank or trust company shall thereupon be relieved of all responsibility to the
holders thereof.
Nothing contained in this Section 4 shall limit the right of the
Corporation to purchase or otherwise acquire shares of the preference stock to
the extent permitted by law.
Shares of preference stock of the Corporation redeemed or purchased by
the Corporation shall be restored to the status of authorized but unissued
shares of preference stock without designation, and may from time to time be
reissued as provided in Section I of this Division A. All such redemptions and
purchases of preference stock of the Corporation shall be effected in accordance
with the laws of the State of Texas governing redemption or purchase or
redeemable shares.
5. Voting Rights. The holders of the preference stock shall not be
entitled to vote except (a) as expressly conferred in Article VII hereof, or (b)
as may from time to time be mandatorily provided by the laws of Texas, or (c)
for the election of one-third (adjusted to the nearest whole number) of the
board of directors or two directors, whichever is greater, when and as dividends
on any of the outstanding preference stock shall be in default in an amount
equivalent to four (4) full quarterly dividends and thereafter until no
dividends on any preference stock shall be in default or until dividends on any
of the outstanding preference stock shall be in default in an amount equivalent
to eight (8) full quarterly dividends, whichever event shall first occur, or (d)
for the election of the smallest number of directors necessary so that a
majority of the full board shall have been elected by the holders of the
preference stock when and as dividends on any of the outstanding preference
stock shall be in default in an amount equivalent to eight (8) full quarterly
dividends, and thereafter until no dividends on any preference stock shall be in
default.
The terms of office of all persons who may be directors of the
Corporation at any time when a right to elect members of the board of directors
shall accrue to the holders of the preference stock shall terminate upon the
election of their successors, except that if the holders of the common stock
5
<PAGE>
shall not have elected the remaining directors of the Corporation, then, and
only in that event, the directors of the Corporation in office just prior to the
right of the holders of preference stock to elect the members of the board of
directors shall elect the remaining directors of the Corporation. Thereafter,
during the continuance of any right of the holders of preference stock to elect
the members of the board of directors, as provided above, the remaining
directors, whether elected by directors, as aforesaid, or whether originally or
later elected by holders of the common stock, shall continue in office until
their successors are elected by holders of the common stock and shall qualify.
The term of office of the directors so elected by the holders of the preference
stock, voting separately as a class, and of the directors elected by the holders
of the common stock, voting separately as a class, or elected by directors, as
aforesaid, shall be until the right of the holders of the preference stock to
elect directors shall terminate, as provided above, and until their successors
shall have been elected and shall have qualified.
Upon the termination of the right of the holders of the preference
stock to elect members of the board of directors, as provided above, the voting
power of the holders of the preference stock and the holders of the common stock
shall revert to the status existing before the first dividend payment date on
which dividends on any of the preference stock were not paid in full, but always
subject to the same provisions for vesting such right in the holders of the
preference stock in case of further like default or defaults in the payment of
dividends thereon. Upon termination of any such voting right upon payment of all
accumulated and defaulted dividends on the preference stock, the terms of office
of all persons who have been elected directors of the Corporation by vote of the
holders of the preference stock as a class, pursuant to such voting right, shall
terminate as hereinabove provided, and the resulting vacancies shall be filled
by the vote of a majority of the remaining directors.
In case of any vacancy in the office of a director occurring among the
directors elected by the holders of the preference stock, voting as a class, the
remaining directors elected by the holders of the preference stock, by
affirmative vote of a majority thereof, or the remaining director so elected if
there be but one, may elect a successor or successors to hold office for the
unexpired term or terms of the director or directors whose place or places shall
be vacant. In case of any vacancy in the office of a director occurring among
the directors elected by the holders of the common stock, voting separately as a
class, or elected by directors, as aforesaid, the remaining directors so
elected, by affirmative vote of a majority thereof, or the remaining director so
elected if there be but one, may elect a successor or successors to hold office
for the unexpired term or terms of the director or directors whose place or
places shall be vacant.
Whenever dividends on the preference stock shall be in default, as
provided in this Section 5, it shall be the duty of the President, a Vice
President or the Secretary of the Corporation, or in the event of their failure
to do so within twenty (20) days of such default, the privilege is granted any
holder of preference stock who shall first demand the right so to do by written
notice to the Corporation, forthwith to cause notice to be given to the holders
of the preference stock and to the holders of the common stock of a meeting to
be held at such time as the Corporation's officers, or such holder of preference
stock, as the case may be, may fix, not less than ten (10) nor more than sixty
(60) days after the accrual of such privilege, for the purpose of electing
directors. Each holder of record of preference stock, or his legal
representative, shall be entitled at such meeting to one vote for each share of
preference stock standing in his name on the books of the Corporation. At each
6
<PAGE>
meeting of shareholders held for such purpose, the presence in person or by
proxy of the holders of a majority of the common stock shall be required to
constitute a quorum of the common stock for the election of directors, and the
presence in person or by proxy of the holders of a majority of the preference
stock shall be required to constitute a quorum of the preference stock for the
election of directors; provided, however, that the absence of a quorum of the
holders of stock of either the preference stock or the common stock shall not
prevent the election at any such meeting or adjournment thereof of directors by
such other class, if the necessary quorum of the holders of stock of such other
class is present in person or by proxy at such meeting or any adjournment
thereof, and the directors so elected and qualified shall constitute the board
of directors with a majority of the directors so elected and qualified
constituting a quorum for meetings of the board until such time as the other
class of shareholders shall elect those directors which it has a right to elect;
and provided, further, that in the absence of a quorum of holders of stock of
either class, a majority of the holders of the stock of the class, which lacks a
quorum, who are present in person or by proxy shall have power to adjourn the
election of the directors to be elected by such class from time to time without
notice other than announcement at the meeting, until the requisite quorum of
holders of such class shall be present in person or by proxy, but such
adjournment shall not be made to a date beyond the date for the mailing of the
notice of the next annual meeting of the Corporation or special meeting in lieu
thereof.
6. Restrictions on Certain Corporation Action. So long as any shares of
any series of the preference stock shall remain outstanding, the Corporation
shall not, without the authorization of the holders of not less than two-thirds
of the issued and outstanding shares of preference stock, voting as a class at a
meeting called for the purpose of approving such action:
(a) Create, authorize or issue any class stock ranking prior
to the preference stock in respect to dividends or liquidation rights
(other than stock issuable upon conversion of obligations or
securities, or upon the exercise of warrants, rights or options to
purchase, authorized pursuant to (b) below);
(b) Create, authorize or issue any obligation or security
convertible into, or any warrants, rights or options to purchase or
subscribe to, any stock ranking prior to the preference stock in
respect to dividends or liquidation rights;
(c) Materially alter the provisions hereof relative to the
preference stock, or any series thereof, which would change the express
terms and provisions of such stock, including any change in the
provisions of Section 5 and 6 of this Division A; provided, however,
that if such material change appertains to outstanding shares of one or
more, but not all, of such series, then for the purposes of this
Section 6 such change shall be deemed to be authorized if holders of
two-thirds of the shares affected shall vote favorably with respect
thereto.
7
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DIVISION B-DESCRIPTION OF ISSUED SERIES
DIVISION C-COMMON STOCK
Subject to the rights expressly conferred upon the holders of
preference stock, under prescribed conditions, by this Article VI, and
subordinate thereto, the holders of the common stock alone shall:
1. Receive all dividends declared by the board of directors.
2. Receive all assets of the Corporation available for
distribution to its shareholders in the event of any liquidation,
dissolution or winding up of the Corporation. The board of directors,
by vote of a majority of the members thereof, may distribute in kind to
the holders of the common stock such remaining assets of the
Corporation, or may sell, transfer or otherwise dispose of all or any
of the remaining property and assets of the Corporation to any other
corporation or other purchaser and receive payment therefor wholly or
partially in cash or property or stock or obligations of such
purchaser, and may sell all or any part of the consideration received
therefor and distribute the same or the proceeds thereof to the holders
of the common stock.
3. Possess exclusively full voting power for the election of
directors and for all other purposes, except as set forth in Division
A-5 of this Section VI.
ARTICLE VII.
The holders of a majority of the aggregate number of shares of the
outstanding stock of the Corporation, entitled to vote upon any matter to be
acted upon, present in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of shareholders, but less than a quorum
shall have power to adjourn. At all meetings of the shareholders, each
shareholder entitled to vote shall be entitled to one vote for each share of
stock held by him and recorded in his name on the record date for such meeting,
and may vote and otherwise act either in person or by proxy, except that in all
elections for directors every shareholder entitled to vote shall have the right
to vote in person or by proxy the number of shares owned by him for as many
persons as there are directors to be elected, or to cumulate such shares and
give one candidate as many votes as the number of directors multiplied by the
number of his shares shall equal, or to distribute them on the same principle
among as many candidates as he shall think fit. Any shareholder who intends to
cumulate his votes shall give written notice of such intention to the secretary
of the Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes. Unless otherwise provided by statute
or by the articles of incorporation of the Corporation, when a quorum is present
at any meeting, a majority of the stock represented thereat shall decide any
question before such meeting.
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ARTICLE VIII.
Upon any issue for money or other consideration of any stock, or any
securities convertible into stock, of any class whatsoever of the Corporation
that may be authorized from time to time, no holder of stock of any class shall
have any preemptive or other right to subscribe for, purchase or receive any
proportionate or other share of stock or securities so issued, but the board of
directors may dispose of all or any portion of such stock or securities as and
when it may determine free of any such rights, whether by offering the same to
shareholders or by sale or other disposition as said board may deem advisable.
The consideration received by the Corporation from the issuance and sale of any
additional shares of common stock without par value shall be entered in the
capital stock account.
ARTICLE IX.
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
9
<PAGE>
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 X.
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 the 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.
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.
10
<PAGE>
ARTICLE XI.
Any property of the Corporation not essential to the conduct of its
corporate business may be sold, exchanged or otherwise disposed of by authority
of its board of directors, and the Corporation may sell, exchange or otherwise
dispose of any (but less than all or substantially all) of its property
essential to the conduct of its corporate business and purposes, pursuant to the
affirmative vote of a majority of the board of directors and the holders of a
majority in aggregate number of the shares of the stock of the Corporation then
outstanding and entitled to vote, for such consideration and upon such terms as
may be approved by a majority of the board of directors and the holders of a
majority in aggregate number of shares of stock of the Corporation then
outstanding and entitled to vote. For the purposes of this Article XI, the term
"property" shall embrace all property of the Corporation, whether real, personal
or mixed, and shall include, but shall not be limited to, shares of stock,
warrants, script, bonds, debentures, notes, obligations, mortgages, contracts
and other securities or evidences of indebtedness of any kind or description
whatsoever.
ARTICLE XII.
Pursuant to the affirmative vote, in person or by proxy, of the holders
of a majority in aggregate number of the shares of stock of the Corporation then
outstanding and entitled to vote (1) any or every statute of the State of Texas
hereafter enacted, whereby the rights, powers or privileges of the Corporation
are or may be increased, diminished or in any way affected, or whereby the
rights, powers or privileges of the shareholders of corporations organized under
the law under which the Corporation is organized are increased, diminished or in
any way affected, or whereby effect is given to the action taken by any part
less than all of the shareholders of any such corporation shall apply to the
Corporation, and shall be binding upon not only the Corporation but upon every
shareholder thereof, to the same extent as if such statute had been in force at
the date of the making and filing of the charter of the Corporation and/or (2)
amendments to these articles of incorporation authorized at the time of the
making of such amendments by the laws of the State of Texas may be made, except
in cases where a different vote or consent is required by statute or by the
provisions of these articles of incorporation.
ARTICLE XIII.
The bylaws of the Corporation may be altered, changed or amended as
provided by statute, or at any meeting of the board of directors by affirmative
vote of a majority of all of the directors, if notice of the proposed change has
been delivered or mailed to the directors at least ten days before the meeting;
provided that the board of directors shall not make or alter any bylaw fixing
their number, qualifications, classification, or term of office.
ARTICLE XIV.
The Corporation has heretofore complied with the requirements of law as
to the initial minimum capital requirements without which it could not commence
business under the Texas Business Corporation Act.
11
EXHIBIT 4(B)
RESTATED BYLAWS
OF
TXU CORP.
SECTION 1. PLACE OF MEETINGS OF SHAREHOLDERS. All meetings of the
shareholders shall be held at the registered office of the Corporation in
Dallas, Texas, or at such other place within or without the State of Texas as
may be stated in the call and notice.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of the
shareholders for the election of directors and the transaction of such other
business as may properly come before such meeting shall be held on the third
Friday in May of each year at ten o'clock in the forenoon, or at such other hour
as may be named in the notice of meeting, unless such day is a legal holiday, in
which case such meeting shall be held on the next business day. In the event
that such annual meeting for any reason is not held on the date herein provided
for, a subsequent meeting may be held in place thereof and any business
transacted or elections held at such meeting shall be as valid as if transacted
or held at the annual meeting. Any such subsequent meeting shall be called in
the same manner as provided for special meetings of shareholders.
SECTION 3. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
shareholders may be called by the chairman of the board, the president, the
board of directors or the holders of not less than one-tenth of all the shares
entitled to vote at such meetings.
SECTION 4. NOTICE OF MEETINGS OF SHAREHOLDERS. Written notice of all
meetings, stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered to the shareholders of record entitled to vote at such meetings not
less than ten nor more than sixty days before the meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. A waiver of notice in
writing signed by the person or persons entitled to such notice, whether before
or after the meeting, shall be equivalent to the giving of such notice.
SECTION 5. VOTING LIST FOR MEETINGS. The officer or agent having charge
of the stock transfer books of the Corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
"entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be subject to
inspection by any shareholder during regular business assistant secretary, and
shall be sealed with the seal of the Corporation or a facsimile thereof The
<PAGE>
signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar,
either of which is other than the Corporation itself or an employee of the
Corporation. In case any officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issuance.
SECTION 6. QUORUM AT MEETINGS OF SHAREHOLDERS. The holders of a
majority of the shares entitled to vote, present in person or by proxy, shall
constitute a quorum at any meeting of shareholders, but less than a quorum shall
have power to adjourn any meeting from time to time. Except as otherwise
provided by statute or by the articles of incorporation or these bylaws, with
respect to any matter, other than the election of directors, the affirmative
vote of the holders of a majority of the shares entitled to vote on that matter,
present in person or by proxy, shall be the act of the shareholders.
SECTION 7. RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to receive payment of any dividend, or for any other
proper purpose, the board of directors may fix in advance a record date for any
such determination, such date to be not more than sixty days and, in case of a
meeting of shareholders, not less than ten days, prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
SECTION 8. PRESIDING OFFICER AND SECRETARY. The chairman of the board
or president of the Corporation shall preside at, and the secretary or an
assistant secretary shall keep the records of, each meeting of shareholders. In
the absence of either such officer, such officer's duties shall be performed by
another officer of the Corporation appointed by the board of directors or, in
the absence of such appointment, appointed at the meeting.
SECTION 9. FORM OF CERTIFICATES OF STOCK AND TRANSFER OF SHARES.
Certificates of stock of the Corporation shall be of such form and device as the
board of directors may from time to time determine The stock of the Corporation
shall be transferable only on the books of the Corporation by the holders in
person or by attorney on surrender of the certificates therefor properly
endorsed. The board of directors may appoint one or more transfer agents and one
or more registrars of the stock. The Corporation shall be entitled to treat the
holder of record of any shares of the Corporation as the owner thereof for all
purposes, and shall not be bound to recognize any equitable or other claim to,
or interest in, such shares or any rights deriving from such shares, on the part
of any other person, unless and until such other person becomes the holder of
record of such shares, whether or not the Corporation shall have either actual
or constructive notice of the interest of such other person.
SECTION 10. SIGNING OF CERTIFICATES OF STOCK. Certificates of stock of
the Corporation shall be signed by the chairman of the board, the chief
executive, the president or any vice president and either the secretary or an
assistant secretary, and shall be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of such officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or registered
2
<PAGE>
by a registrar, either of which is other than the Corporation itself or an
employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of its
issuance.
SECTION 11. DIRECTORS. The board of directors shall consist of ten
members. Meetings of the board of directors shall be held at the time and place
fixed by resolution of the board of directors or upon the call of the chairman
of the board or the president or the executive committee. The secretary or
officer performing his duties shall give two days' notice of all meetings of
directors by mail or telegram to the last known, address of each director,
provided that a meeting may be held without notice immediately after the annual
election, and notice need not be given of regular meetings held at such time as
may be fixed by a resolution of the board. Meetings of the directors may be held
at any time without notice if all directors are present or if those not present
waive notice either before or after the meeting. At any meeting of directors a
majority of the whole number of directors shall constitute a quorum, but less
than a quorum shall have power to adjourn the meeting from time to time.
SECTION 12. OFFICERS. The board of directors, as soon as may be after
the annual meeting each year, may elect one of their number chairman of the
board, shall elect a president of the Corporation, shall elect one or more vice
presidents, a secretary and a treasurer, and may elect one or more assistant
secretaries and assistant treasurers and such other officers as they may from
time to time deem proper. The same person may be elected to and hold more than
one office, except that the president and the secretary shall not be the same
person. The term of office of all officers shall be one year, or until their
respective successors are chosen and qualified, but any officer may be removed
from office for or without cause at any time by the board of directors. Whenever
any vacancy shall occur in any office by death, resignation, increase in the
number of offices of the Corporation, or otherwise, the same shall be filled by
the board of directors, and the officer so elected shall hold office until his
successor is chosen and qualified. The officers of the Corporation shall have
such powers and duties as usually pertain to their offices, respectively, as
well as such powers and duties as may from time to time be conferred by the
board of directors.
SECTION 13. EXECUTIVE COMMITTEE. The board of directors, as soon as may
be after the annual meeting each year, may appoint an executive committee to
consist of the chairman of the board, the president and such number of the
directors as the board may from time to time determine. Such executive committee
shall have and may exercise all the powers of the board during the intervals
between its meetings which may be lawfully delegated, subject to such
limitations as may be provided by resolution of the board of directors. The
board shall have the power at any time to change the membership of such
committee and to fill vacancies in it. The executive committee may elect a
chairman and may make rules for the conduct of its business and appoint such
committees and assistants as it may deem necessary. A majority of the members of
such committee shall constitute a quorum.
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SECTION 14. AUDIT COMMITTEE. The board of directors, as soon as may be
after the annual meeting each year, shall appoint an audit committee to consist
of such number of the nonofficer members of the board of directors as the board
may from time to time determine. Such audit committee shall select and nominate
to the board, for its consideration, a firm of certified public accountants to
audit the books of account and records of the Company and to perform related
services for the ensuing year, and said committee shall discuss the audit work
with the auditors appointed to perform the audit and shall perform such other
services as the board shall direct from time to time by resolution of the board
of directors. The audit committee may elect a chairman and may make rules for
the conduct of its business and appoint such committees and assistants as it may
deem necessary. A majority of the members of such committee shall constitute a
quorum.
SECTION 15. FINANCE COMMITTEE. The board of directors, as soon as may
be after the annual meeting each year, shall appoint a finance committee to
consist of such number of the nonofficer members of the board of directors as
the board may from time to time determine. Such finance committee shall review
and recommend to the board, for its consideration, major financial undertakings
and policies and said committee shall perform such other services as the board
shall direct from time to time by resolution of the board of directors. The
finance committee may elect a chairman and may make rules for the conduct of its
business and appoint such committees and assistants as it may deem necessary. A
majority of the members of such committee shall constitute a quorum.
SECTION 16. NOMINATING COMMITTEE. The board of directors, as soon as
may be after the annual meeting each year, shall appoint a nominating committee
to consist of such number of the nonofficer members of the board of directors as
the board may from time to time determine. Such nominating committee shall
select and recommend to the board, for its consideration, persons as nominees
for election as directors of the Company and shall consider among other things
the performance of incumbent directors in determining whether to nominate them
for reelection, and said committee shall perform such other services as the
board shall direct from time to time by resolution of the board of directors.
The nominating committee may elect a chairman and may make rules for the conduct
of its business and appoint such committees and assistants as it may deem
necessary. A majority of the members of such committee shall constitute a
quorum.
SECTION 17. ORGANIZATION AND COMPENSATION COMMITTEE. The board of
directors, as soon as may be after the annual meeting each year, shall appoint
an organization and compensation committee to consist of such number of the
nonofficer members of the board of directors as the board may from time to time
determine. Such organization and compensation committee shall review and
recommend to the board, for its consideration, the organization of the Company,
the duties and remuneration of officers and senior management, and the
compensation plans in which such officers and senior management are eligible to
participate, and said committee shall perform such other services as the board
shall direct from time to time by resolution of the board of directors. The
organization and compensation committee may elect a chairman and may make rules
for the conduct of its business and appoint such committees and assistants as it
4
<PAGE>
may deem necessary. A majority of the members of such committee shall constitute
a quorum.
SECTION 18. NUCLEAR COMMITTEE. The board of directors, as soon as may
be after the annual meeting each year, shall appoint a nuclear committee to
consist of such number of the directors as the board may from time to time
determine. Such nuclear committee shall review and generally oversee, and make
reports and recommendations to the board in connection with, the construction
and operation of the Company's nuclear generating units, shall discuss such
matters with Company personnel and consultants, may commission, undertake,
receive and review studies and reports on such matters and shall perform such
other services as the board shall direct from time to time by resolution of the
board of directors. The nuclear committee may elect a chairman and may make
rules for the conduct of its business and appoint such committees and assistants
as it may deem necessary. A majority of the members of such committee shall
constitute a quorum.
SECTION 19. BUSINESS DEVELOPMENT COMMITTEE. The board of directors, as
soon as may be after the annual meeting each year, shall appoint a business
development committee to consist of such number of nonofficer members of the
board of directors as the board may from time to time determine. Such business
development committee shall review and recommend to the board, for its
consideration, new business opportunities, proposed acquisitions and other
transactions, may authorize preliminary discussions, negotiations and actions in
connection therewith and, if so authorized by resolution of the board, may take
further action with regard thereto. The business development committee shall
perform such other services as the board shall direct from time to time by
resolution of the board of directors. The business development committee may
elect a chairman and may make rules for the conduct of its business and appoint
such committees and assistants as it may deem necessary. A majority of the
members of such committee shall constitute a quorum.
SECTION 20. OTHER COMMITTEES. The board of directors may, by resolution
passed by a majority of the whole board, establish other committees, each
committee to consist of one or more directors, which committees shall have such
power and authority and shall perform such functions as may be provided in such
resolution. Each committee may elect a chairman and may make rules for the
conduct of its business as it may deem necessary. A majority of the members of
each committee shall constitute a quorum. Each committee shall act only on the
affirmative vote of a majority of the members present at a meeting.
SECTION 21. TRANSACTIONS WITH THE CORPORATION. A director of this
Corporation shall not be disqualified by his office from dealing or contracting
with this Corporation, either as a vendor, purchaser or otherwise, nor shall any
transaction or contract of this Corporation be void or voidable by reason of the
fact that any director or any firm of which any director is a member, or any
corporation of which any director is a shareholder or director, is in any way
interested in such transaction or contract, provided that such transaction or
contract is or shall be authorized, ratified or approved either (1) by vote of
the majority of a quorum of the board of directors or of the executive
committee, without counting in such majority or quorum any director so
interested or a shareholder or director of a corporation so interested; or (2)
by vote at a shareholders' meeting of the holders of a majority of all the
5
<PAGE>
outstanding shares of the capital stock of the Corporation entitled to vote
thereon or by writing or writings signed by a majority of such holders; nor
shall any director be liable to account to the Corporation for any profits
realized by him from or through any transaction or contract of this Corporation
authorized, ratified or approved, as aforesaid, by reason of the fact that he or
any firm of which he is a member or any corporation of which he is a shareholder
or director was interested in such transaction or contract. Nothing herein
contained shall create any liability in the events above described or prevent
the authorization, ratification or approval of such contracts in any other
manner provided by law.
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 21 shall
adversely affect any such arrangement or right to indemnification existing at
the time of such repeal or modification.
SECTION 23. COMPENSATION OF DIRECTORS. The board of directors shall
have power to authorize the payment of compensation to the directors for
services to the Corporation, including fees for attendance at meetings of the
board of directors or the executive committee and all other committees, and to
determine the amount of such compensation and fees.
SECTION 24. AMENDMENT OF BYLAWS. These bylaws may be altered, changed
or amended as provided by statute, or at any meeting of the board of directors
by affirmative vote of a majority of all of the directors, if notice of the
proposed change has been delivered or mailed to the directors at least ten days
before the meeting; provided that the board of directors shall not make or alter
any bylaw fixing their number, qualifications, classification, or term of
office.
May 12, 2000
6
WORSHAM FORSYTHE WOOLDRIDGE LLP
May 22, 2000
TXU Corp.
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-3 to be filed by 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 3,500,000 shares of the Company's common stock, without par
value (Stock), and the attached Preference Stock Purchase Rights (Rights), to be
offered from time to time in connection with the Company's Direct Stock Purchase
and Dividend Reinvestment Plan (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 necessary action on the part of the Company's Board of
Directors with respect to the issuance and sale of the Stock to be purchased
directly from the Company has been taken.
3. Any Stock purchased pursuant to the Plan directly from the
Company will be validly issued, fully paid and non-assessable when such Stock
shall have been issued and sold for the consideration contemplated in the Plan.
4. Any Stock purchased pursuant to the Plan on the open market will
be validly issued, fully paid and non-assessable when such Stock shall have been
delivered and sold as contemplated in the Plan.
5. The Rights, when issued as contemplated by the Registration
Statement, will be validly issued.
Attorneys and Counselors at Law
- ----------------------------------------------------------
Energy Plaza, 30th Floor Other Offices
1601 Bryan Street Richardson / Telecom Corridor*
Dallas, Texas 75201 Austin
214.979.3000
214.880.0011 Fax
www.worsham.net
<PAGE>
We are members of the State Bar of Texas and do not hold ourselves out
as experts on the laws of the State of New York. As to all matters of New York
law, we have with your consent relied upon an opinion of even date herewith
addressed to you by Thelen Reid & Priest LLP, New York, New York, of Counsel to
the Company, which is being filed as an exhibit to the Registration Statement.
For purposes of the opinion expressed in paragraph 4 above, we have assumed with
your consent that all of the Company's outstanding Stock has been validly issued
and is 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 LLP
By: /s/ T. A. Mack
------------------------------------
A Partner
THELEN REID & PRIEST LLP
NEW YORK ATTORNEYS AT LAW NEW YORK OFFICE
SAN FRANCISCO 40 WEST 57TH STREET DIRECT DIAL NUMBER
WASHINGTON, D.C. NEW YORK, N.Y. 10019-4097
LOS ANGELES TEL (212) 603-2000 FAX (212) 603-2001
SAN JOSE www. thelenreid.com
May 23, 2000
TXU Corp.
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-3 to be filed by TXU
Corp. ("Company"), on or about the date hereof with the Securities and Exchange
Commission ("Commission") under the Securities Act of 1933, as amended ("Act"),
for the registration of 3,500,000 shares of the Company's common stock, without
par value ("Stock"), and the attached Preference Stock Purchase Rights
("Rights"), to be offered from time to time in connection with the Company's
Direct Stock Purchase and Dividend Reinvestment Plan (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 necessary action on the part of the Company's Board of Directors
with respect to the issuance and sale of Stock to be purchased directly from the
Company has been taken.
3. Any Stock purchased pursuant to the Plan directly from the Company
will be validly issued, fully paid and non-assessable when such Stock shall have
been issued and sold for the consideration contemplated in the Plan. The Rights
attached to such Stock, when issued in accordance with the terms of the Rights
Agreement, dated as of February 19, 1999, between the Company and The Bank of
New York, will be validly issued.
4. Any Stock and attached Rights purchased pursuant to the Plan on the
open market will be validly issued, fully paid and non-assessable, as the case
may be, when such Stock and attached Rights shall have been delivered and sold
as contemplated in the Plan.
5. The statements contained in the Prospectus portion of the Registration
Statement under the caption "CERTAIN UNITED STATES FEDERAL INCOME TAX MATTERS"
describing certain United States federal income tax consequences to holders of
the Stock sold pursuant to the Plan, as qualified therein, constitute an
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May 22,2000
Page 2
accurate description, in general terms, of the indicated United States federal
income tax consequences to holders of such Stock.
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 LLP of Dallas, Texas, General Counsel for the
Company, which is being filed as an exhibit to the Registration Statement. For
purposes of the opinion expressed in paragraph 4 above, we have assumed with
your consent that all of the Company's outstanding Stock and attached Rights
has been validly issued and is fully paid and non-assessable, as the case may
be.
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 15
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 TXU Corp., (formerly known as
Texas Utilities Company), and subsidiaries for the periods ended March 31, 2000
and 1999 as indicated in our report dated May 15, 2000; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in TXU Corp.'s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 is
incorporated by reference in this Registration Statement on Form S-3 of TXU
Corp.
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 19, 2000
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
TXU Corp. (formerly known as Texas Utilities Company) on Form S-3 of our report
dated February 16, 2000, appearing in the Annual Report on Form 10-K of Texas
Utilities Company for the year ended December 31, 1999, and to the reference to
us under the heading "Independent Accountants" in this Registration Statement.
/s/ Deloitte & Touche LLP
Dallas, Texas
May 19, 2000
PRICEWATERHOUSECOOPERS
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PRICEWATERHOUSECOOPERS
1 Embankment Place
London WC2N 6NN
Telephone +44(0)207 583 5000
Facsimile +44(0)207 822 4652
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in TXU Corp.'s (formerly
know as Texas Utilities Company) Registration Statement on Form S-3 of our
report dated March 3, 1999 on the consolidated financial statements of TXU
Europe Limited (formerly known as TXU Eastern Holdings Limited) and
Subsidiaries, a wholly owned subsidiary of TXU Corp., as of December 31, 1998
and for the period from formation (February 5, 1998) through December 31, 1998
appearing in the Annual Report on Form 10-K of TXU Corp. for the year ended
December 31, 1999. We also consent to the references to us under the heading
"Independent Accountants in such Registration Statement.
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
London, England
May 23, 2000
