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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 8, 1994
ENSERCH Corporation
(Exact name of Registrant as specified in its charter)
Texas 1-3183 75-0399066
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
ENSERCH Center, 300 S. St. Paul, Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code: 214-651-8700
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ITEM 7. Financial Statements and Exhibits
Exhibit 4
Statement of Resolution Establishing Adjustable Rate
Cumulative Preferred Stock, Series F, to be used in
connection with securities issued pursuant to
Registration Statement No. 33-52525.
Exhibit 5
Tax Opinion of Mudge Rose Guthrie Alexander & Ferdon
with respect to certain tax matters relating to the
Adjustable Rate Cumulative Preferred Stock, Series F,
issued pursuant to Registration Statement No. 33-52525.
Exhibit 23
Consent of Mudge Rose Guthrie Alexander & Ferdon (included
in Exhibit 5 hereto).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
ENSERCH Corporation
Date: April 8, 1994 By: /s/ Jerry W. Pinkerton
Jerry W. Pinkerton
Vice President and Controller,
Chief Accounting Officer
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EXHIBIT 4
STATEMENT OF RESOLUTION
ESTABLISHING
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES F
OF ENSERCH CORPORATION
To the Secretary of State
of the State of Texas
Pursuant to the provisions of Article 2.13 of the Texas
Business Corporation Act, the undersigned corporation submits the
following statement for the purpose of establishing and designating
the Adjustable Rate Cumulative Preferred Stock, Series F, of its
preferred stock and fixing and determining the relative rights and
preferences thereof:
1. The name of the corporation is ENSERCH Corporation.
2. The following resolution, establishing and designating
the Adjustable Rate Cumulative Preferred Stock, Series F, and
fixing and determining the relative rights and preferences thereof,
was duly adopted by the Corporate Securities Committee of the Board
of Directors of the Corporation on April 8, 1994:
"RESOLVED, That pursuant to the authority conferred
upon the Corporate Securities Committee by the Board of
Directors of this Company acting pursuant to Article Six
of the Restated Articles of Incorporation of this Company
and the Company's Bylaws, a new series of Preferred Stock
of the Company is hereby created which shall consist of
Seventy-Five Thousand (75,000) shares of no par value
(stated value of $1,000 per share), which shall be
designated and known as 'Adjustable Rate Cumulative
Preferred Stock, Series F' (liquidation preference $1,000
per share) (herein called 'Adjustable Rate Preferred
Stock'), and that in addition to the preferences, rights,
voting powers and the restrictions or qualifications of
all shares of Preferred Stock, regardless of series,
described and expressed in the Restated Articles of
Incorporation of the Company, the Corporate Securities
Committee of the Board of Directors hereby declares that
the shares of the Adjustable Rate Preferred Stock shall
have the terms, conditions, rights and preferences, as
follows:
1. Dividend Rate
(a) Dividend rates on the shares of Adjustable Rate
Preferred Stock shall be (i) for the period (the 'Initial
Dividend Period') from the date of their original issue
to and including July 31, 1994, at a rate per annum of
the then stated value thereof equal to 6.375%, and (ii)
for each quarterly dividend period (hereinafter referred
to as a 'Quarterly Dividend Period'; and the Initial
Dividend Period or any Quarterly Dividend Period being
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hereinafter individually referred to as a 'Dividend
Period' and collectively referred to as 'Dividend
Periods') thereafter, which quarterly dividend periods
shall commence on February 1, May 1, August 1 and
November 1 in each year and shall end on and include the
day next preceding the first day of the next quarterly
dividend period, at a rate per annum of the Stated Value
thereof equal to the Applicable Rate (as hereinafter
defined) in respect of such quarterly dividend period;
provided, however, that the dividend rate per annum on
the shares of Adjustable Rate Preferred Stock for any
Quarterly Dividend Period shall in no event be less than
4.50% per annum or greater than 10.50% per annum. Such
dividends shall be cumulative from the date of original
issue of such shares. The amount of dividends payable for
the Initial Dividend Period or any period shorter than a
full Quarterly Dividend Period shall be computed on the
basis of 30-day months and a 360-day year.
(b) The 'Applicable Rate' for any Quarterly Dividend
Period shall be the highest of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as hereinafter defined) for
such Dividend Period, multiplied by 87%. In the event
that the Company determines in good faith that for any
reason one or more of such rates cannot be determined for
any Quarterly Dividend Period, then the Applicable Rate
for such Dividend Period shall be the higher of whichever
of such rates can be so determined, multiplied by 87%.
In the event that the Company determines in good faith
that none of such rates can be determined for any
Quarterly Dividend Period, then the Applicable Rate in
effect for the preceding Dividend Period shall be
continued for such Dividend Period.
(i) Except as provided below in this paragraph, the
'Treasury Bill Rate' for each Quarterly Dividend Period
will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate
shall be published during the relevant Calendar Period,
as defined below) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board during the
Calendar Period immediately prior to the last ten
calendar days of January, April, July or October, as the
case may be, prior to the Quarterly Dividend Period for
which the dividend rate on the Adjustable Rate Preferred
Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum
market discount rate during any such Calendar Period,
then the Treasury Bill Rate for the related Dividend
Period shall be the arithmetic average of the two most
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recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such
rate shall be published during the relevant Calendar
Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or agency
selected by the Company. In the event that a per annum
market discount rate for three-month U.S. Treasury bills
shall not be published by the Federal Reserve Board or by
any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then
the Treasury Bill Rate for such Dividend Period shall be
the arithmetic average of the two most recent weekly per
annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate shall be
published during the relevant Calendar Period) for all of
the U.S. Treasury bills then having maturities of not
less than 80 nor more than 100 days, as published during
such Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board shall not publish such rates,
by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the
event that the Company determines in good faith that for
any reason no such U.S. Treasury bill rates are published
as provided above during such Calendar Period, then the
Treasury Bill Rate for such Dividend Period shall be the
arithmetic average of the per annum market discount rates
based upon the closing bids during such Calendar Period
for each of the issues of marketable non-interest bearing
U.S. Treasury securities with a maturity of not less than
80 nor more than 100 days from the date of each such
quotation, as quoted daily for each business day in New
York City (or less frequently if daily quotations shall
not be generally available) to the Company by at least
three recognized U.S. Government securities dealers
selected by the Company. In the event that the Company
determines in good faith that for any reason the Company
cannot determine the Treasury Bill Rate for any Quarterly
Dividend Period as provided above in this paragraph, the
Treasury Bill Rate for such Dividend Period shall be the
arithmetic average of the per annum market discount rates
based upon the closing bids during the related Calendar
Period for each of the issues of marketable
interest-bearing U.S. Treasury securities with a maturity
of not less than 80 nor more than 100 days from the date
of each such quotation, as quoted daily for each business
day in New York City (or less frequently if daily
quotations shall not be generally available) to the
Company by at least three recognized U.S. Government
securities dealers selected by the Company.
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(ii) Except as provided below in this paragraph, the 'Ten
Year Constant Maturity Rate' for each Quarterly Dividend
Period shall be the arithmetic average of the two most
recent weekly per annum Ten Year Average Yields (or the
one weekly per annum Ten Year Average Yield, if only one
such Yield shall be published during the relevant
Calendar Period as provided below), as published weekly
by the Federal Reserve Board during the Calendar Period
immediately prior to the last ten calendar days of
January, April, July or October, as the case may be,
prior to the Quarterly Dividend Period for which the
dividend rate on the Adjustable Rate Preferred Stock is
being determined. In the event that the Federal Reserve
Board does not publish such a weekly per annum Ten Year
Average Yield during such Calendar Period, then the Ten
Year Constant Maturity Rate for such Dividend Period
shall be the arithmetic average of the two most recent
weekly per annum Ten Year Average Yields (or the one
weekly per annum Ten Year Average Yield, if only one such
Yield shall be published during such Calendar Period), as
published weekly during such Calendar Period by any
Federal Reserve Bank or by any U.S. Government department
or agency selected by the Company. In the event that a
per annum Ten Year Average Yield shall not be published
by the Federal Reserve Board or by any Federal Reserve
Bank or by any U.S. Government department or agency
during such Calendar Period, then the Ten Year Constant
Maturity Rate for such Dividend Period shall be the
arithmetic average of the two most recent weekly per
annum average yields to maturity (or the one weekly
average yield to maturity, if only one such yield shall
be published during such Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest
rate securities (other than Special Securities, as
defined below) then having maturities of not less than
eight nor more than twelve years, as published during
such Calendar Period by the Federal Reserve Board or, if
the Federal Reserve Board shall not publish such yields,
by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Company. In the
event that the Company determines in good faith that for
any reason the Company cannot determine the Ten Year
Constant Maturity Rate for any Quarterly Dividend Period
as provided above in this paragraph, then the Ten Year
Constant Maturity Rate for such Dividend Period shall be
the arithmetic average of the per annum average yields to
maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded
marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) with a final maturity
date not less than eight nor more than twelve years from
the date of each such quotation, as quoted daily for each
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business day in New York City (or less frequently if
daily quotations shall not be generally available) to the
Company by at least three recognized U.S. Government
securities dealers selected by the Company.
(iii) Except as provided below in this paragraph, the
'Thirty Year Constant Maturity Rate' for each Quarterly
Dividend Period shall be the arithmetic average of the
two most recent weekly per annum Thirty Year Average
Yields (or the one weekly per annum Thirty Year Average
Yield, if only one such Yield shall be published during
the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period
immediately prior to the last ten calendar days of
January, April, July or October, as the case may be,
prior to the Quarterly Dividend Period for which the
dividend rate on the Adjustable Rate Preferred Stock is
being determined. In the event that the Federal Reserve
Board does not publish such a weekly per annum Thirty
Year Average Yield during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such Dividend
Period shall be the arithmetic average of the two most
recent weekly per annum Thirty Year Average Yields (or
the one weekly per annum Thirty Year Average Yield, if
only one such Yield shall be published during such
Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any
U.S. Government department or agency selected by the
Company. In the event that a per annum Thirty Year
Average Yield shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar
Period, then the Thirty Year Constant Maturity Rate for
such Dividend Period shall be the arithmetic average of
the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if
only one such yield shall be published during such
Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities
(other than Special Securities) then having maturities of
not less than twenty-eight nor more than thirty years, as
published during such Calendar Period by the Federal
Reserve Board, or, if the Federal Reserve Board shall not
publish such yields, by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the
Company. In the event that per annum average yields to
maturity for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than
Special Securities) then having maturities of not less
than twenty-eight nor more than thirty years shall not be
published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or
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agency during such Calendar Period, then the Thirty Year
Constant Maturity Rate for such dividend period shall be
determined in the manner specified in the preceding
sentence based upon all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than
Special Securities) then having maturities of not less
than twenty-five years or, in the absence of which,
twenty years. In the event that the Company determines
in good faith that for any reason the Company cannot
determine the Thirty Year Constant Maturity Rate for any
Quarterly Dividend Period as provided above in this
paragraph, then the Thirty Year Constant Maturity Rate
for such Dividend Period shall be the arithmetic average
of the per annum average yields to maturity based upon
the closing bids during such Calendar Period for each of
the issues of actively traded marketable U.S. Treasury
fixed interest rate securities (other than Special
Securities) with a final maturity date not less than
twenty-eight nor more than thirty years (or, in the
absence of which, having maturities of not less than
twenty-five years or, in the further absence of which,
twenty years) from the date of each such quotation, as
quoted daily for each business day in New York City (or
less frequently if daily quotations shall not be
generally available) to the Company by at least three
recognized U.S. Government securities dealers selected by
the Company.
(iv) The Treasury Bill Rate, the Ten Year Constant
Maturity Rate and the Thirty Year Constant Maturity Rate
shall each be rounded to the nearest one hundredth of a
percentage point.
(v) The amount of dividends per share payable for each
Quarterly Dividend Period shall be computed by dividing
the dividend rate for such dividend period by four and
applying such rate against the stated value per share of
the Adjustable Rate Preferred Stock.
(vi) The dividend rate with respect to each Quarterly
Dividend Period will be calculated as promptly as
practicable by the Company according to the appropriate
method described herein. The mathematical accuracy of
each such calculation will be confirmed in writing by
independent accountants of recognized standing. After
May 1, 1994, the Company will cause each dividend rate to
be published in a newspaper of general circulation in New
York City prior to the commencement of the new Quarterly
Dividend Period to which it applies and will cause notice
of such dividend rate to be enclosed with the dividend
payment checks next mailed to the holders of the
Adjustable Rate Preferred Stock.
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(vii) As used herein, the term 'Calendar Period'
means a period of fourteen calendar days; the term
'Special Securities' means securities which can, at the
option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax
benefits to the holder and are priced to reflect such
tax benefits or which were originally issued at a deep or
substantial discount; the term 'Ten Year Average Yield'
means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities
(adjusted to constant maturities of ten years); and the
term 'Thirty Year Average Yield' means the average yield
to maturity for actively traded marketable U.S. Treasury
fixed interest rate securities (adjusted to constant
maturities of thirty years).
2. Involuntary Liquidation. In the event of any
involuntary liquidation, dissolution or winding up of the
Company, the holders of the Adjustable Rate Preferred
Stock shall be entitled to receive One Thousand Dollars
($1,000) for each share (which amount shall be deemed to
be its stated value and liquidation preference on
involuntary liquidation) plus accrued dividends to the
date of distribution.
3. Voluntary Liquidation. In the event of any
voluntary liquidation, dissolution or winding up of the
Company, the holders of the Adjustable Rate Preferred
Stock shall be entitled to receive One Thousand Dollars
($1,000) for each share (which amount shall be deemed to
be its stated value and liquidation preference on
voluntary liquidation) plus an amount equal to the
accrued dividends thereon to the date of distribution.
4. Optional Redemption. The Adjustable Rate
Preferred Stock may not be redeemed prior to May 1, 1999.
Thereafter, the Company, at its option, may redeem all or
any part of the Adjustable Rate Preferred Stock at any
time on at least thirty days' notice in accordance with
the provisions of Paragraph 3,c,(i) of Division A of
Article Six of the Restated Articles of Incorporation at
$1,000 per share together with any unpaid accumulated
dividends to the date of such redemption.
5. So long as any shares of the Adjustable Rate
Preferred Stock are outstanding, shares of the Adjustable
Rate Preferred Stock which are purchased, redeemed or
otherwise acquired by the Company shall not be reissued,
or otherwise disposed of, as shares of Adjustable Rate
Preferred Stock.
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6. The Adjustable Rate Preferred Stock shall not
have any conversion, exchange or sinking fund rights.
7. The Adjustable Rate Preferred Stock shall have
no voting rights other than the voting rights set forth
in the Restated Articles of Incorporation of the Company
or as otherwise provided by Texas law."
"RESOLVED, That the President or any Vice President
together with the Secretary or any Assistant Secretary,
be and hereby they are authorized and directed to
prepare, execute and deliver to the Secretary of State of
Texas for filing all certificates or other documents as
may be required under the laws of the State of Texas in
order to give effect to the foregoing resolutions."
WITNESS THE EXECUTION HEREOF on this 8th day of April, 1994.
ENSERCH Corporation
By: /s/ D. W. Biegler
D. W. Biegler
Chairman and President
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EXHIBIT 5
Mudge Rose Guthrie Alexander & Ferdon
180 Maiden Lane
New York, NY 10038-4996
212-510-7000
April 8, 1994
ENSERCH Corporation
300 South St. Paul Street
Dallas, Texas 75201
3,000,000 Shares
ENSERCH Corporation
Depositary Preferred Shares, Series F
each representing one-fortieth share of
Adjustable Rate Cumulative Preferred Stock, Series F
(liquidation preference $1,000 per share)
Dear Sirs:
We have acted as counsel for the underwriters in
connection with the issuance by ENSERCH Corporation, a Texas
corporation (the "Company"), of 3,000,000 Depositary Preferred
Shares, Series F, each representing one-fortieth of a share of
Adjustable Rate Cumulative Preferred Stock, Series F (liquidation
preference $1,000 per share) as described in the Prospectus
Supplement relating thereto (the "Prospectus Supplement").
We hereby confirm our opinion as set forth under the
caption "Certain Federal Income Tax Considerations" in the
Prospectus Supplement.
We hereby consent to the filing of this opinion as an
exhibit to the Company's Current Report on Form 8-K dated April 8,
1994, which amends the Company's Registration Statement (No. 33-
52525) and to the reference to us under the caption "Certain
Federal Income Tax Considerations" in the Prospectus Supplement.
In giving such consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
/s/ Mudge Rose Guthrie
Alexander & Ferdon
