<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1995
Registration No. 33-61635
---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-3
Registration Statement Under the Securities Act of 1933
ENSERCH CORPORATION
(Exact name of registrant as specified in its charter)
Texas ENSERCH Center 75-0399066
(State or other 300 South St. Paul St. (I.R.S. Employer
jurisdiction of Dallas, Texas 75201 Identification
incorporation or 214-651-8700 Number)
organization) (Address, including zip code,
and telephone number, including
area code, of Registrant's
principal executive offices)
W. T. Satterwhite, Esq.
Senior Vice President
and General Counsel
ENSERCH Center
300 South St. Paul St.
Dallas, Texas 75201
214-670-2175
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
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 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. [ ]
The Corporation hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Corporation
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 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(a), may determine.
<PAGE>
<PAGE>
PROSPECTUS
1,204,098 Shares
ENSERCH CORPORATION
Common Stock
This Prospectus relates to the offer and sale of an aggregate of up to
1,204,098 shares (the "Shares") of common stock, par value $4.45 per share
(the "Common Stock"), of ENSERCH Corporation (the "Corporation"), by certain
stockholders of the Corporation (the "Selling Stockholders"). The Selling
Stockholders are former capital stockholders of DGS Holdings Corp., a Delaware
corporation ("DGS"). The Shares offered hereby were acquired by former
capital stockholders of DGS under the terms of the Agreement for Exchange of
Stock (as defined herein).
The Selling Stockholders directly, through agents designated from time
to time, or through dealers or underwriters also to be designated, may sell
the Shares from time to time on terms to be determined at the time of sale.
The Common Stock is listed on the New York Stock Exchange ("NYSE"), and the
Shares may be sold from time to time by the Selling Stockholders either
directly in private transactions, or through one or more brokers or dealers
through one or more exchanges at prices related to the current market price
or at negotiated terms.
Upon any sale of the Shares offered hereby, the Selling Stockholders and
participating agents, brokers or dealers may be deemed to be underwriters as
that term is defined in the Securities Act of 1933, as amended (the
"Securities Act"), and commissions or discounts or any profit realized on the
resale of such Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The Corporation, however,
understands that the Selling Stockholders do not admit that they are
underwriters within the meaning of the Securities Act. The Corporation will
not receive any of the proceeds from the sales of the Shares offered hereby.
No underwriter is being utilized in connection with this offering,
except as may be used from time to time by one or more of the Selling
Stockholders as described herein. See "Plan of Distribution." The
Corporation will pay all expenses incurred in connection with this offering,
which are estimated to be approximately $12,000.
On October 17, 1995, the closing price of the Common Stock on the New
York Stock Exchange (trading symbols "ENS") was $15 5/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is October 25, 1995.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices in Chicago, Illinois (Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60611) and New York, New York (75 Park
Place, Room 1228, New York, New York 10048). Copies of such material can also
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The
Common Stock is listed on, and reports, proxy statements and other information
concerning the Corporation may also be inspected at the offices of, the New
York Stock Exchange, 20 Broad Street, New York, New York 10005, and the
Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605.
This Prospectus, which constitutes part of a Registration Statement
filed by the Corporation with the Commission under the Securities Act (the
"Registration Statement"), omits certain of the information contained in the
Registration Statement. Reference is made to the Registration Statement and
to the exhibits thereto for further information with respect to the
Corporation and the Shares offered hereby. Copies of such Registration
Statement are available from the Commission. Statements contained herein
concerning the provisions of documents filed herewith as exhibits are
necessarily summaries of such documents, and each such statement is qualified
in its entirety by reference to the copy of the applicable document filed with
the Commission.
The Corporation's principal executive offices are located at 300 South
St. Paul Street, Dallas, Texas 75201, and its telephone number at such address
is 214-651-8700.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Corporation with the
Commission pursuant to the Exchange Act (File No. 1-3183) and are incorporated
herein by reference.
1. The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
2. The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995, and the Quarterly Report on Form 10-Q/A-1
for the quarter ended June 30, 1995; and
3. The Corporation's Current Reports on Form 8-K dated May 26, 1995
and May 30, 1995.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of Shares to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing thereof. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein or in the
Registration Statement or by reference (other than exhibits and schedules
thereto, unless such exhibits or schedules are specifically incorporated by
reference into the information that this Prospectus incorporates). Written
or telephonic requests for copies should be directed to Mr. M. G. Fortado,
Vice President, Corporate Secretary and Assistant General Counsel, at 300
South St. Paul Street, Dallas, Texas 75201-5589 (tel. 214-670-2649).
USE OF PROCEEDS
The Corporation will not receive any proceeds from the sale of the
Shares offered hereby.
SELLING STOCKHOLDERS
This Prospectus covers the offer and resale from time to time by each
Selling Stockholder of the Shares owned by each such Selling Stockholder. Set
forth below are the names of each Selling Stockholder, the number of shares
of Common Stock owned as of August 4, 1995, by each Selling Stockholder, the
number of shares of Common Stock that may be offered and sold by such Selling
Stockholder pursuant to this Prospectus and the number of shares of Common
Stock to be owned by each Selling Stockholder upon completion of the offering
if all Shares are sold. Any or all of the shares of Common Stock listed below
may be offered for sale by the Selling Stockholders from time to time.
<TABLE>
<CAPTION>
Common Stock
Ownership of Offered for
Common Stock Selling Ownership of
Prior to Stockholders' Common Stock
Name Offering Account After Offering
---- ------------ ------------- --------------
<S> <C> <C> <C>
Carroll Group, Inc.(1) 647,442 647,442 0
Jonathan P. Carroll 84,287 84,287 0
Apollo Investment 128,237 128,237 0
Fund, L.P.
Savant Enterprises 337,147 337,147 0
Partners, L.P.
Michael C. Gibbs 4,456 4,456 0
Kevin Gates 2,529 2,529 0
-------------
<FN>
(1) Mr. Jonathan P. Carroll and certain trusts established by Mr. Carroll and
his wife own all of the issued and outstanding capital stock of the
Carroll Group, Inc. Mr. Carroll serves as President of Enserch Energy
Services, inc., a wholly owned subsidiary of the Company.
</FN>
</TABLE>
The Corporation acquired all of the outstanding stock of DGS in exchange
for 1,204,098 shares of the Corporation's common stock, effective June 30,
1995, in a transaction valued at $20,000,000. DGS, including its
subsidiaries, is a major marketer of natural gas and natural gas services.
The DGS acquisition expands the Corporation's energy services capabilities in
trading and other services and broadens its marketing relationships into new
areas in the Midwest and Northeast.
Pursuant to that certain Agreement for Exchange of Stock dated as of
June 29, 1995 (the "Agreement"), the Corporation acquired all of the issued
and outstanding shares of DGS. Each of the Selling Stockholders received the
shares listed as being offered in the table above in exchange for the stock
of DGS owned by such Selling Stockholder. Under the Agreement, the
Corporation agreed to register the Shares under the Securities Act for resale
by the former capital stockholders of DGS. The Corporation will not receive
any of the proceeds from the sale of the Shares by the Selling Stockholders.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time to
purchasers directly by any of the Selling Stockholders. Alternatively, the
Selling Stockholders may from time to time offer the Common Stock through
underwriters, dealers or agents who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders and/or the purchasers of the Common Stock for whom they may act
as agent.
The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the Common Stock may be deemed to be
underwriters, and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. The Corporation, however, understands that the
Selling Stockholders do not admit that they are underwriters within the
meaning of the Securities Act.
The Common Stock may be sold from time to time in one or more
transactions at fixed offering prices, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The
Corporation will pay all of the expenses incident to the offering and sale of
the Common Stock to the public other than commissions and discounts of
underwriters, dealers or agents, brokers' fees and the fees and expenses of
any counsel to the Selling Stockholders related thereto (except that the
Corporation will pay for the reasonable fees of one law firm to represent the
former capital stockholders of DGS in connection with the Registration
Statement for which this Prospectus forms a part, as provided in the
Agreement).
The Corporation has agreed to indemnify certain of the Selling
Stockholders and certain of the Selling Stockholders have agreed to indemnify
the Corporation from certain damages or liabilities arising out of or based
upon any untrue statement of a material fact contained in or material omission
from the Registration Statement, to the extent such untrue statement or
omission was made in the Registration Statement in reliance upon information
furnished by the indemnifying party.
LEGAL OPINIONS
The validity of the Shares will be passed upon for the Corporation by
Williams T. Satterwhite, Esquire, Senior Vice President and General Counsel
of the Corporation.
As of July 31, 1995, Mr. Satterwhite owned 30,337 share of Common Stock
and held options to acquire 85,400 shares of Common Stock (of which 74,775 are
presently exercisable) and 10,101 shares of Common Stock which were held for
his account under an employee benefit plan. Mr. Satterwhite also participates
in other employee benefit plans of the Corporation.
EXPERTS
The financial statements and related financial statement schedules
incorporated in this Prospectus by reference from the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1994, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report
which is incorporated herein by reference, and has been so incorporated in
reliance upon the report of such firm given upon their authority as experts
in auditing and accounting.
With respect to the unaudited interim financial information for the
periods ended June 30, 1995 and 1994, and March 31, 1995 and 1994, included
in the Corporation's Quarterly Reports on Form 10-Q which are incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in the Corporation's Quarterly
Reports on Form 10-Q for the quarters ended June 30, 1995 and March 31, 1995,
and incorporated by reference herein, they did not audit and they did not
express an opinion on that interim financial information. Deloitte & Touche
LLP are not subject to the liability provisions of Section 11 of the
Securities Act for their reports on the unaudited interim financial
information because those reports are not a "report" or a "part" of the
Registration Statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act.
The audited consolidated financial statements of DALEN Corporation and
its subsidiaries incorporated herein by reference, to the extent and for the
period indicated in their report, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said report. Reference is
made to said report, which includes an explanatory paragraph with respect to
the change in method of accounting for income taxes as of January 1, 1993, as
discussed in Note 2 to the DALEN Corporation Financial Statements.
Certain information with respect to the gas and oil reserves of the
Corporation and its subsidiaries is derived from the reports of DeGolyer and
MacNaughton, independent petroleum consultants, and has been incorporated
herein in reliance upon the authority of such firm as experts.
Information relating to the estimated proved reserves of gas and oil of
DALEN and the related estimates of future net cash flows and present values
thereof for certain periods incorporated herein and in the Notes to the DALEN
Financial Statements included in this Prospectus have been audited by
Netherland, Sewell & Associates, Inc., independent petroleum engineers, and
are included herein and incorporated by reference herein in reliance upon the
authority of such firm as an expert in petroleum engineering.
<PAGE>
<PAGE>
===================================== =====================================
No person has been authorized to give
any information or to make any
representation other than those
contained in this Prospectus, and if
given or made, such information or
representations must not be relied
upon. This Prospectus does not
constitute an offer to sell or a 1,204,098 SHARES
solicitation of an offer to buy any
securities other than registered
securities to which it relates, or an
offer to or a solicitation of any
person in any jurisdiction where such
offer or solicitation would be
unlawful. The delivery of this
Prospectus at any time does not imply
that the information herein is correct ENSERCH CORPORATION
as of any date subsequent to this
date.
Common Stock
__________ ----------
PROSPECTUS
<TABLE> ----------
<CAPTION>
TABLE OF CONTENTS
Page
<S> <C>
Available Information . . . .2 October 25, 1995
Incorporation of Certain
Documents by Reference. . .2
Use of Proceeds . . . . . . .3
Selling Stockholders. . . . .3
Plan of Distribution. . . . .4
Legal Opinions. . . . . . . .5
Experts . . . . . . . . . . .5
</TABLE>
===================================== =======================================
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The estimated expenses to be incurred in connection with the issuance
and distribution of the Common Stock covered by this Registration Statement,
all of which will be paid by ENSERCH Corporation (the "Corporation" or the
"Registrant"), are as follows:
<TABLE>
<S> <C>
Registration Fees. . . . . . . . . $7,370
Accounting Fees and Expenses . . . .1,500
Printing Expenses. . . . . . . 2,000
Miscellaneous. . . . . . . . . . . .1,130
------
Total. . . . . . . . . . . . . . .$12,000
</TABLE>
ITEM 15. Indemnification of Directors and Officers
Under the Texas Business Corporation Act (the "TBCA"), a Texas
corporation may in general indemnify a director or officer who was, is or is
threatened to be made a named defendant or respondent in a proceeding by
virtue of his position in the corporation if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, in the case of criminal proceedings, had no reasonable
cause to believe his conduct was unlawful. Further, a Texas corporation may
indemnify a director or officer in an action brought by or in the right of the
corporation only if such director or officer was not found liable to the
corporation, unless or only to the extent that a court finds him to be fairly
and reasonably entitled to indemnity for such expenses as the court deems
proper, within statutory limits.
The Registrant's Bylaws authorize Registrant to indemnify any person who
(i) is or was a director, officer, employee or agent of Registrant or (ii)
while a director, officer, employee or agent of Registrant, is or was serving
at the request of Registrant as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or other enterprise to the fullest extent that
a corporation may or is required to grant indemnification to a director under
the TBCA. Registrant also may indemnify any person to such further extent as
permitted by law.
Additionally, Registrant's Restated Articles of Incorporation eliminates
in certain circumstances the monetary liability of directors of Registrant for
an act or omission in the director's capacity as a director. This provision
does not eliminate or limit the liability for (i) a breach of a director's
duty of loyalty to Registrant or its shareholders; (ii) an act or omission not
in good faith or that involves intentional misconduct or a knowing violation
of the law; (iii) 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; (iv) an act or omission for which the
liability of the director is expressly provided for by statute; or (v) an act
related to an unlawful stock repurchase or payment of a dividend.
The above discussion of the Registrant's Restated Articles of
Incorporation and Bylaws and of the TBCA is not intended to be exhaustive and
is qualified in its entirety by the Restated Articles of Incorporation and
Bylaws and the TBCA.
Registrant carries directors' and officers' liability insurance which
insures Registrant's directors and officers against liability for any
"wrongful act" arising out of their position, and which is not reimbursable
under the Registrant's Bylaws or which, if reimbursable, Registrant has not
paid or is unable to pay. These provisions of the policy pertaining to
officers and directors are also subject to several exclusions, including
losses covered under other forms of insurance, losses occasioned by violations
of governmental regulations and ordinances, losses for which insurance would
be against public policy and others recited therein.
<PAGE>
<PAGE>
ITEM 16. Exhibits
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-3, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------- -----------------------
<S> <C>
4.1 Restated Articles of Incorporation of Registrant currently in
effect. (Filed as Exhibit 3.1 to the Corporation's Form 10-K for
the year ended December 31, 1994).
4.2 Bylaws of Registrant currently in effect. (Filed as Exhibit 3.2
to the Corporation's Form 10-K for the year ended December 31,
1994.)
4.3 Shareholder Rights Plan. (Filed as an Exhibit to Registrant's
Form 8-A dated April 23, 1986.)
5 Opinion of W. T. Satterwhite, Esq.
10 Agreement for Exchange of Stock.
15* Letter of Deloitte & Touche LLP re interim financial information.
23.1* Consent of Deloitte & Touche LLP.
23.2 Consent of DeGolyer and MacNaughton.
23.3* Consent of Arthur Andersen LLP.
23.4 Consent of Netherland, Sewell & Associates, Inc.
23.5 Consent of W. T. Satterwhite (included in Exhibit 5 above).
24 Powers of Attorney
<FN>
*Filed with this Amendment No. 1 to Registration Statement No. 33-61635.
</FN>
</TABLE>
ITEM 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during the 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; and
(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 (i) and (ii) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this
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; and
(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.
(b) The undersigned registrant hereby undertakes 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
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.
(c) 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Amendment No. 1 to Registration Statement No. 33-61635 to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Dallas,
State of Texas, on the 18th day of October, 1995.
ENSERCH CORPORATION
By: /s/ D. W. Biegler
-----------------------------
D. W. Biegler
Chairman and President
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement No. 33-61635 has been signed
by the following directors and officers of ENSERCH Corporation in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature and Title Date
------------------- ----
<S> <C>
D. W. Biegler, Chairman and President,
Chief Executive Officer, and Director;
Frederick S. Addy, Director; B. A.
Bridgewater, Jr., Director; Odie C.
Donald, Director; Marvin J. Girouard, October 18, 1995
Director; Thomas W. Luce, III, Director;
W. C. McCord, Director; Diana Natalicio,
Director; J. W. Pinkerton, Vice President
and Controller, Chief Accounting Officer
/s/ D. W. Biegler
-------------------------------
D. W. Biegler, Individually
and as Attorney-in-Fact
/s/ M. E. Rescoe
------------------------------- October 18, 1995
M. E. Rescoe,
Senior Vice President, Finance,
and Chief Financial Officer
</TABLE>
<PAGE>
EXHIBIT 15
ENSERCH Corporation:
We have made a review in accordance with standards established by the American
Institute of Certified Public Accountants of the unaudited condensed interim
financial information of ENSERCH Corporation for the periods ended June 30, 1995
and 1994, and for the periods ended March 31, 1995 and 1994, as indicated in our
reports dated August 4, 1995 and April 26, 1995, respectively; because we did
not perform an audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended June 30, 1995 and
March 31, 1995, are being incorporated by reference in Amendment No. 1 to
Registration Statement No. 33-61635.
We are also aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act, are not considered a part of the Registration Statement
prepared or certified by an accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
October 18, 1995
Dallas, Texas
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Amendment No. 1 to Registration
Statement No. 33-61635 of ENSERCH Corporation on Form S-3 of our report dated
February 10, 1995, appearing in the Annual Report on Form 10-K of ENSERCH
Corporation for the year ended December 31, 1994, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
October 18, 1995
Dallas, Texas
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Amendment No. 1 to the Registration Statement of ENSERCH
Corporation on Form S-3 of our report on the financial statements of DALEN
Corporation as of December 31, 1994 and 1993, and for the three years in the
period ended December 31, 1994, dated February 24, 1995, included in the
Form 8-K of ENSERCH Corporation dated May 26, 1995, and to all references to our
firm included in this Amendment No. 1 to the Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
October 18, 1995
