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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 16, 1996
ENSERCH Corporation
(Exact name of Registrant as specified in its charter)
Texas 1-3183 75-0399066
(State or other (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 5. Other Events
On April 16, 1996, the Corporation and D. W. Biegler,
Frederick S. Addy, B. A. Bridgewater, Jr., Odie C. Donald,
Marvin J. Girouard, J. M. Haggar, Jr., W. C. McCord and Diana S.
Natalicio, directors of the Corporation, were named as defendants
in a lawsuit, Frederick Rand v. ENSERCH Corporation, et al, filed
by an alleged shareholder in the 193rd District Court of Dallas
County, Texas. The plaintiff asserts that the Corporation's
shareholders rights plan was adopted by the directors in order to
entrench their positions and to thwart a possible acquisition in
breach of the directors' fiduciary duties. The plaintiff further
asserts that the directors breached their fiduciary duties by their
refusal to negotiate the possible acquisition of ENSERCH and to
provide confidential information to potential suitors on the same
playing field that it created for Texas Utilities. The plaintiff
seeks, among other things, to enjoin the Corporation's newly
adopted shareholders rights plan and the merger agreement between
the Corporation and Texas Utilities Company. In addition, the
plaintiff requests that the defendants announce their intention,
among other things, to: cooperate with any person or entity having
a bona fide interest in proposing any transaction which would
maximize shareholder value; take appropriate steps to enhance the
market value of the Corporation as an acquisition candidate; take
appropriate steps to create an active auction for the Corporation;
and respond in good faith to any bona fide potential acquiror. The
plaintiff also seeks to have the lawsuit certified as a class
action.
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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 23, 1996 By: /s/ J. W. Pinkerton
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J. W. Pinkerton
Vice President and Controller
