<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 1-3183
ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
(Full Title of Plan)
ENSERCH CORPORATION
(Name of Issuer of Securities Held Pursuant to the Plan)
ENSERCH Center, 300 South St. Paul Street, Dallas, Texas 75201
(Address of Plan and Principal Executive Office of Issuer)
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REQUIRED INFORMATION
The required financial statements and other information required by Form
11-K are set forth under the headings listed below at the page numbers
indicated.
Page No.
Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . 2
Statements of Net Assets Available for Benefits . . . . . . . . . . . 3
Statements of Changes in Net Assets Available
for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 6
Supplemental Schedules:
Item 27a - Schedule of Assets Held for
Investment at December 31, 1996 . . . . . . . . . . . . . . . .12
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1996. . . . . . . . . . . . . .13
Exhibit 23 - Independent Auditors' Consent. . . . . . . . . . . . . .15
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INDEPENDENT AUDITORS' REPORT
ENSERCH Corporation Employee Stock Purchase and Savings Plan Committee:
We have audited the accompanying statements of net assets available for
benefits of the ENSERCH Corporation Employee Stock Purchase and Savings Plan
("the Plan") as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at
December 31, 1996 and 1995, and the changes in net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of (1) assets held for investment at December 31, 1996, and
(2) reportable transactions for the year ended December 31, 1996, are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental information by fund is presented for the purpose of additional
analysis of the basic financial statements rather than to present information
regarding the net assets available for benefits and changes in net assets
available for benefits of the individual funds, and is not a required part of
the basic financial statements. These schedules and this supplemental
information are the responsibility of the Plan's management. Such schedules
and supplemental information by fund have been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Dallas, Texas
June 26, 1997
2
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<TABLE>
<CAPTION>
ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
(In thousands)
1996 1995
-------- --------
<S> <C> <C>
ASSETS
- ------
Cash and Short-term Investments $ 280 $ 232
Investments:
ENSERCH Corporation Common Stock 41,781 44,411
Enserch Exploration, Inc. ("EEX") Common Stock 306 66
Fidelity Mutual Funds:
Equity Funds:
Magellan 10,699 7,040
Puritan 12,066 5,664
Equity Income 3,405
Spartan U.S. Equity Index 3,448
U.S. Bond Index 2,458 1,690
Retirement Government Money Market
Portfolio 5,462 2,184
Receivables:
Employer Contributions 61 177
Dividends and Interest 4 4
Participant Loans 969 851
------- -------
Total Assets 80,939 62,319
------- -------
LIABILITIES
- -----------
Administrative Expense Payable 61 177
------- -------
NET ASSETS AVAILABLE FOR BENEFITS $80,878 $62,142
======= =======
<FN>
See notes to financial statements.
</FN>
</TABLE>
3
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<TABLE>
<CAPTION>
ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
(In thousands)
Supplemental Information by Fund
---------------------------------------------------------------------------------
Fidelity Mutual Funds
-----------------------------------------------------------
Retirement
ENSERCH EEX Spartan Government
Common Common U.S. U.S. Money
Stock Stock Equity Equity Bond Market
Fund Fund Magellan Puritan Income Index Index Portfolio Other Total
------- ----- -------- ------- ------- ------- ------- --------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE,
BEGINNING OF YEAR $44,411 $ 66 $7,040 $5,664 $ - $ - $1,690 $2,184 $1,087 $62,142
ADDITIONS:
Contributions:
Participants' payroll
deductions 1,181 35 2,063 1,928 81 74 450 593 - 6,405
Participants' rollover
transfers 26 3 117 56 12 18 13 128 - 373
Employer's matching
contributions 1,513 104 118 129 16 14 29 41 249 2,213
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
Total contributions 2,720 142 2,298 2,113 109 106 492 762 249 8,991
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
Investment income:
Interest and
dividends 495 - 123 292 20 19 125 134 80 1,288
Net unrealized and
realized appreciation
(depreciation) in fair
value of investments 17,014 25 823 790 107 81 (63) - - 18,777
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
Total investment income 17,509 25 946 1,082 127 100 62 134 80 20,065
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
Total additions 20,229 167 3,244 3,195 236 206 554 896 329 29,056
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
DEDUCTIONS:
Benefits paid to
participants (8,096) (9) (483) (450) (17) (3) (169) (756) (53) (10,036)
Administrative expenses (29) - (4) (3) - - (1) (2) (249) (288)
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
Total deductions (8,125) (9) (487) (453) (17) (3) (170) (758) (302) (10,324)
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
TRANSFERS WITHIN FUNDS (14,747) 83 948 3,705 3,193 3,246 390 3,153 29 -
OTHER ACTIVITY 13 (1) (46) (45) (7) (1) (6) (13) 110 4
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
Net additions
(deductions) (2,630) 240 3,659 6,402 3,405 3,448 768 3,278 166 18,736
------- ----- ------- ------- ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE,
END OF YEAR $41,781 $ 306 $10,699 $12,066 $3,405 $3,448 $2,458 $5,462 $1,253 $80,878
======= ===== ======= ======= ====== ====== ====== ====== ====== =======
<FN>
See notes to financial statements.
</FN>
</TABLE>
4
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<TABLE>
<CAPTION>
ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
(In thousands)
Supplemental Information by Fund
----------------------------------------------------------------------
Fidelity Mutual Funds
------------------------------------------
Retirement
ENSERCH EEX Government
Common Common U.S. Money
Stock Stock Bond Market
Fund Fund Magellan Puritan Index Portfolio Other Total
-------- ------- -------- -------- ------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE, BEGINNING
OF YEAR $40,208 $ - $ - $ - $ - $ - $587 $40,795
MERGER OF ENSERCH CORPORATION
EMPLOYEE INVESTMENT PLAN - - 3,494 2,688 1,086 1,041 66 8,375
ADDITIONS:
Contributions:
Participants' payroll
deductions 1,396 11 1,952 2,065 500 717 14 6,655
Participants' rollover
transfers 88 7 523 532 52 387 50 1,639
Employer's matching
contributions 1,762 39 - - - - 187 1,988
------- ------ ------ ------ ------ ------ ------ -------
Total contributions 3,246 57 2,475 2,597 552 1,104 251 10,282
------- ------ ------ ------ ------ ------ ------ -------
Investment income:
Interest and dividends 663 - 38 167 91 90 46 1,095
Net unrealized and realized
appreciation in fair value
of investments 9,812 3 1,402 610 127 - - 11,954
------- ------ ------ ------ ------ ------ ------ -------
Total investment income 10,475 3 1,440 777 218 90 46 13,049
------- ------ ------ ------ ------ ------ ------ -------
Total additions 13,721 60 3,915 3,374 770 1,194 297 23,331
------- ------ ------ ------ ------ ------ ------ -------
DEDUCTIONS:
Benefits paid to participants (9,251) (1) (313) (317) (130) (121) (26) (10,159)
Administrative expenses (19) - (1) (1) (1) (1) (179) (202)
------- ------ ------ ------ ------ ------ ------ -------
Total deductions (9,270) (1) (314) (318) (131) (122) (205) (10,361)
------- ------ ------ ------ ------ ------ ------ -------
TRANSFERS WITHIN FUNDS (263) 7 118 20 (9) 97 30 -
OTHER ACTIVITY 15 - (173) (100) (26) (26) 312 2
------- ------ ------ ------ ------ ------ ------ -------
Net additions 4,203 66 3,546 2,976 604 1,143 434 12,972
------- ------ ------ ------ ------ ------ ------ -------
NET ASSETS AVAILABLE, END OF YEAR $44,411 $ 66 $7,040 $5,664 $1,690 $2,184 $1,087 $62,142
======= ====== ====== ====== ====== ====== ====== =======
<FN>
See notes to financial statements.
</FN>
</TABLE>
5
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ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
On January 1, 1995, the ENSERCH Corporation Employee Investment Plan
("Investment Plan") merged into the Employee Stock Purchase Plan of
ENSERCH Corporation and Participating Subsidiary Companies ("ESPP").
The merged and amended ESPP plan, renamed the ENSERCH Corporation
Employee Stock Purchase and Savings Plan ("the Plan"), is a combination
profit sharing and employee stock ownership plan under Sections 401(a),
401(k), 401(m) and 4975(e)(7) of the Internal Revenue Code. The Plan
is subject to the applicable provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
The following description is provided for general information only.
Participants should refer to the Plan document for more complete
information.
General - The Plan is a participant-directed defined contribution
combination employee stock ownership and profit sharing plan established
by ENSERCH Corporation and its divisions and participating subsidiary
companies ("ENSERCH" or "the Corporation") to encourage and assist
employees in establishing an individual savings and investment program.
All full time employees of ENSERCH and its participating subsidiaries
are eligible to participate in the Plan. Participation is voluntary.
The number of participants in the Plan as of December 31, 1996 and 1995,
was 5,152 and 4,741, respectively.
A committee appointed by the ENSERCH Board of Directors is responsible
for the general administration, management and operation of the Plan.
Texas Commerce Bank ("the Trustee"), a federally chartered bank, has
served as trustee since January 1, 1995 and manages the assets of the
Plan.
ENSERCH/Texas Utilities Company Merger - In April 1996, ENSERCH
Corporation announced that it had agreed to combine with Texas Utilities
Company ("TUC"). The merger is to be preceded by a distribution of
Enserch Exploration, Inc. ("EEX") (a majority-owned subsidiary that is
publicly traded) shares to holders of ENSERCH common stock. Under terms
of the merger agreement, common stock of TUC will be exchanged for all
of the outstanding shares of the Corporation.
The transaction is subject to certain conditions which include the
approval by the Securities and Exchange Commission (SEC) and receipt by
ENSERCH of a favorable tax ruling from the Internal Revenue Service
(IRS) to the effect that its distribution of EEX stock will be a tax-
free transaction. ENSERCH received this IRS ruling in February 1997.
ENSERCH recently became aware of an inadvertent misstatement of fact it
believes is immaterial in its filing with the IRS and has received an
opinion from outside counsel that it will still be able to rely on the
6
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ruling. While ENSERCH and TUC do not believe the additional facts would
change the IRS's ruling, the situation is being reviewed by the parties
and further communication with the IRS may ensue.
All other approvals have been received, except for approval by the SEC
under the Public Utility Holding Company Act of 1935 where the approval
process is proceeding.
In May 1996, an amendment to the Plan allowed ENSERCH and EEX stock
currently held in the Plan to be diversified. This applies to both
stock purchased with participant contributions and to company matching
contributions. The diversification period commenced October 1996 and
will extend through the date of the merger closing. During this period,
employees may diversify all their ENSERCH and EEX shares into the other
investment options of the Plan. Also, during this period, employer
company matching contributions will be invested according to the
participants' investment elections. If the proposed merger is consummated
it may result in additional amendments to the Plan following the merger
closing date, including that company matching contributions will be in
TUC stock and will not be eligible for diversification.
Participants' Contributions - Under the Plan, a participant may invest
pre-tax and/or after-tax dollars through payroll deductions each pay
period in increments of one percent up to a maximum of 16 percent of
regular monthly salary or wages ("base pay"). The Omnibus Budget Recon-
ciliation Act of 1993 placed an annual limitation of $150 thousand on
the base pay which can be used in computing benefits for participants
under the Plan. The maximum contribution for certain highly compensated
participants is subject to further reduction pursuant to limitations
under the Internal Revenue Code.
Eligible employees can rollover to the Plan any distributions received
from other qualified retirement plans. Individual Retirement Account
("IRA") distributions are not eligible for rollover into the Plan.
Each participant is entitled to direct the allocation of his or her
account among the common stock of ENSERCH or EEX or six mutual fund
investment options: the Fidelity Puritan Fund, the Fidelity Magellan
Fund, the Fidelity Equity Income Fund and the Fidelity Spartan U.S.
Equity Index Fund, all of which invest in equity securities; the
Fidelity U.S. Bond Index Fund, which invests in fixed income bond
securities; and the Fidelity Retirement Government Money Market
Portfolio, which invests in short-term U.S. government securities. A
participant can change investment elections for future contributions and
can transfer (or exchange) any existing mutual fund balances among the
offered investment elections at any time, in accordance with the Plan
guidelines. As of December 31, 1996, all net assets available for
benefits were considered to be in participant directed investments. As
of December 31, 1995, net assets available for benefits included $37,889
thousand of assets considered to be non-participant directed investments
and $24,253 thousand of assets considered to be participant directed
investments.
7
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Employers' Matching Contributions ("company matching") - The maximum
participant contribution eligible for matching ranges from 3% to 6% of
the participant's eligible compensation, depending on length of service.
Company matching contributions as a percentage of participant contribu-
tions are at a rate of 50% or 60% depending on length of service.
Employees are 100% vested in the matching contributions. Prior to
October 1996, ENSERCH made matching contributions in common stock of
either ENSERCH or EEX based on the participant's election. Since
October 1996 and through the merger closing date, matching contributions
are made based on participants' investment elections.
Investment of Funds - All assets of the Plan are held by the Trustee for
the exclusive benefit of participants and their beneficiaries. Separate
account records for each participant are maintained by the Trustee. The
Trustee provides a summary of financial performance by investment fund
directly to Plan participants.
Participant Loans - Participants may borrow up to 50% of the market
value of their pre-tax employee contribution account; however, the loan
cannot exceed $50 thousand less the maximum outstanding loan balance in
the previous one-year period. The interest rate on the loan is equal
to the prime interest rate of the Trustee that is in effect on the date
the loan is made. The interest rate on loans outstanding at the end of
the year ranged from 6% to 10%. Loans are funded by withdrawals from
the individual's investment accounts as determined by the plan
committee. The maximum term of a loan cannot exceed 5 years or, if
earlier, severance from service. A participant may have a maximum of
two concurrent loans.
Withdrawal from the Plan - Withdrawals from the Plan are governed by
applicable IRS regulations and provisions of ERISA. Penalties may apply
in certain instances.
A participant who terminates employment and has an account balance of
more than $3.5 thousand can retain the funds in the Plan or withdraw
them at any time. Participants that terminate with balances of less
than $3.5 thousand are required to receive a distribution after
termination. To avoid taxation, the taxable portion of any withdrawal
made upon termination can be rolled into an IRA or a qualified
retirement plan sponsored by another employer.
The IRS has established rules governing distributions from the Plan
after the participant has attained 70 1/2 years of age.
Unclaimed Terminated Participants' Accounts - The plan has a segregated
account of amounts payable to terminated participants of the Tax
Reduction Act Stock Ownership Plan ("TRASOP") whom the Plan administra-
tors have been unable to locate for more than one year from the date of
termination. Included in net assets available for benefits as of
December 31, 1996, and 1995, were $1,448 thousand and $1,144 thousand
respectively, of TRASOP unclaimed terminated participants' benefits.
As of December 31, 1996, there was $218 thousand invested in the Texas
8
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Commerce Bank Short Term Investment Fund, representing unclaimed
dividends payable to terminated participants of the TRASOP. This short-
term investment fund is an employee benefit commingled fixed income fund
whose objective is to achieve a high level of income through investments
in a fixed income portfolio with an average maturity of 5 to 75 days.
The rate in effect as of December 31, 1996 was 5.74%. The Plan remains
contingently liable to terminated participants for unclaimed cash and
shares.
Termination of Plan - The Board of Directors of the Corporation has the
right under the Plan to amend or modify the Plan at any time and may
terminate the Plan in its entirety, subject to the provisions of ERISA.
Participants are 100% vested in their accounts at all times.
Expenses - All charges and expenses incurred in the administration of
the Plan and fees and expenses of the Trustee are paid by the Corpora-
tion. Recordkeeping fees are deducted from participants' accounts.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Use of Estimates - The preparation of financial statements requires the
use of significant estimates and assumptions by management; actual
results could differ from those estimates.
Investment Valuation and Income Recognition - The Plan's investments are
stated at fair value. Investments in common stock of ENSERCH and EEX
are valued at their quoted market value. Investments in Fidelity mutual
funds are valued at quoted net asset value of the respective funds
reflecting the closing sales price of the underlying securities. Par-
ticipants do not have beneficial ownership in specific underlying
securities or other assets in the various mutual funds, but have an
interest therein represented by units valued as of the last business day
of the period. Generally, contributions to and withdrawals from each
fund are converted to units by dividing the amounts of such transactions
by the unit value as last determined, and the participants' accounts are
charged or credited with the number of units properly attributable to
each participant. Security transactions are recorded on the trade date.
Income and expenses are recognized on the accrual basis of accounting.
Benefits Payable - Benefits are recorded when paid. As of December 31,
1996 and 1995, net assets available for benefits included benefits of
$122 thousand and $133 thousand respectively, due to participants who
had withdrawn from participation in the Plan but who had not yet
received their benefits.
9
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3. TAX STATUS OF THE PLAN
ENSERCH Corporation has been advised by the Internal Revenue Service
that the Plan, as amended to May 16, 1997, met the requirements of
Section 401(a) of the Internal Revenue Code.
Participants in the Plan are not subject to federal income taxation on
amounts added to their accounts as a result of their pre-tax or company
matching contributions or investment income until such time as it is
withdrawn from the Plan. All account withdrawals under the Plan are
made in accordance with IRS regulations.
4. MUTUAL FUND VALUATIONS AND COMMON STOCK HOLDINGS
Units in each mutual fund at December 31, 1996 and 1995 and net asset
value per unit are presented below.
<TABLE>
<CAPTION>
1996 1995
----------------------- ------------------------
Net Asset Net Asset
Number Value per Number Value per
of Units Unit of Units Unit
--------- -------- ------------- -------
<S> <C> <C> <C> <C>
Fidelity Mutual Funds:
Magellan 132,665.247 $80.65 81,878.664 $85.98
Puritan 699,888.797 17.24 332,986.138 17.01
Equity Income 79,502.744 42.83 - -
Spartan U. S. Equity
Index 127,925.845 26.95 - -
U. S. Bond Index 232,780.053 10.56 154,359.104 10.95
Retirement Government
Money Market
Portfolio 5,462,083.720 1.00 2,183,797.450 1.00
</TABLE>
Shares of common stock of ENSERCH and EEX at December 31, 1996 and 1995
and market value per share are presented below:
<TABLE>
<CAPTION>
1996 1995
----------------------- ----------------------
Market Market
Number of Value Per Number of Value Per
Shares Share Shares Share
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
ENSERCH common stock 1,816,568 $23.000 2,732,960 $16.250
EEX common stock 26,011 11.750 5,677 11.625
</TABLE>
10
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SUPPLEMENTAL SCHEDULES
11
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<TABLE>
<CAPTION>
ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT AT DECEMBER 31, 1996
(Dollar amounts rounded to nearest whole dollar)
DESCRIPTION OR FAIR
IDENTITY OF ISSUER INVESTMENT COST VALUE
- ------------------ -------------- ---- -----
<S> <C> <C> <C>
ENSERCH CORPORATION
COMMON STOCK * 1,816,568 shares, $33,057,010 $41,781,064
par value of $0.01
per share
ENSERCH EXPLORATION,
INC. COMMON STOCK * 26,011 shares, par 275,165 305,629
value of $1.00
per share
FIDELITY MUTUAL FUNDS:
MAGELLAN FUND 10,142,143 10,699,452
PURITAN FUND 11,558,275 12,066,082
EQUITY INCOME FUND 3,402,136 3,405,103
SPARTAN U.S. EQUITY INDEX FUND 3,385,297 3,447,602
U.S. BOND INDEX FUND 2,418,536 2,458,157
RETIREMENT GOVERNMENT MONEY MARKET
PORTFOLIO FUND 5,462,084 5,462,084
LOANS TO PARTICIPANTS *
Interest Rate - Ranges from
6% - 10% (Based on Prime on
date of loan)
Maturity Dates -
Various, from January 1997
to May 2002
Term of Loans - Not less than
one year or more than
five years 969,332 969,332
----------- -----------
TOTAL $70,669,978 $80,594,505
=========== ===========
<FN>
* Party-in-Interest.
</FN>
</TABLE>
12
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<TABLE>
<CAPTION>
ENSERCH CORPORATION STOCK PURCHASE AND SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996
(Dollar amounts rounded to nearest whole dollar)
PURCHASES
---------------------------
IDENTITY OF NUMBER OF
PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS AMOUNT
- ----------------- -------------------- ------------ -----------
<S> <C> <C> <C>
TEXAS COMMERCE BANK ENSERCH CORPORATION
COMMON STOCK 307 $7,078,087
TEXAS COMMERCE BANK ENSERCH EXPLORATION,
INC. COMMON STOCK 145 $437,303
FIDELITY MUTUAL FUNDS MAGELLAN FUND 159 $6,187,002
FIDELITY MUTUAL FUNDS PURITAN FUND 150 $7,818,092
FIDELITY MUTUAL FUNDS EQUITY INCOME FUND 84 $3,609,614
FIDELITY MUTUAL FUNDS SPARTAN U.S. EQUITY INDEX FUND 75 $3,450,458
FIDELITY MUTUAL FUNDS U.S. BOND INDEX FUND 123 $1,406,217
FIDELITY MUTUAL FUNDS RETIREMENT GOVERNMENT MONEY
MARKET PORTFOLIO FUND 136 $5,062,561
</TABLE>
<TABLE>
<CAPTION>
SALES
----------------------------------------------------------------------
CURRENT
VALUE OF
ASSET ON REALIZED
IDENTITY OF NUMBER OF SELLING COST TRANSACTION GAIN
PARTY INVOLVED DESCRIPTION OF ASSET TRANSACTIONS PRICE OF ASSET DATE (LOSS)
- ----------------- -------------------- ------------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
TEXAS COMMERCE BANK ENSERCH CORPORATION
COMMON STOCK 331 $26,581,459 $21,326,125 $26,581,459 $5,255,334
TEXAS COMMERCE BANK ENSERCH EXPLORATION,
INC. COMMON STOCK 132 $ 223,188 $ 234,523 $ 223,188 $ (11,335)
FIDELITY MUTUAL FUNDS MAGELLAN FUND 192 $ 2,192,081 $ 2,414,374 $ 2,192,081 $ (222,293)
FIDELITY MUTUAL FUNDS PURITAN FUND 178 $ 1,564,196 $ 1,544,956 $ 1,564,196 $ 19,240
FIDELITY MUTUAL FUNDS EQUITY INCOME FUND 24 $ 212,446 $ 198,725 $ 212,446 $ 13,721
FIDELITY MUTUAL FUNDS SPARTAN U.S. EQUITY
INDEX FUND 25 $ 68,785 $ 61,857 $ 68,785 $ 6,928
FIDELITY MUTUAL FUNDS U.S. BOND INDEX
FUND 166 $ 575,330 $ 595,667 $ 575,330 $ (20,337)
FIDELITY MUTUAL FUNDS RETIREMENT GOVERNMENT
MONEY MARKET
PORTFOLIO FUND 180 $ 1,784,274 $ 1,784,274 $ 1,784,274 $ -
</TABLE>
13
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN
Date: June 26, 1997 By /s/ W. T. Satterwhite
--------------------------------
W. T. Satterwhite, Member -
ENSERCH Corporation Employee
Stock Purchase and Savings
Plan Committee
14
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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
ENSERCH Corporation:
We consent to the incorporation by reference in Registration Statements No.
33-47911 of ENSERCH Corporation and No. 33-60587 of Enserch Exploration,
Inc. on Forms S-8 of our report dated June 26, 1997, appearing in this
Annual Report on Form 11-K of the ENSERCH Corporation Employee Stock
Purchase and Savings Plan for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Dallas, Texas
June 27, 1997
