Schedule 13E-4
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934)
Texas Utilities Electric Company
(Name of Issuer)
Texas Utilities Electric Company
(Name of Person(s) Filing Statement)
Depositary Shares, Each Representing 1/4th of a Share of
$8.20 Cumulative Preferred Stock, without par value,
(Liquidation Preference $100 Per Share)
Depositary Shares, Each Representing 1/4th of a Share of
$7.50 Cumulative Preferred Stock, without par value,
(Liquidation Preference $100 Per Share)
Depositary Shares, Each Representing 1/4th of a Share of
$7.22 Cumulative Preferred Stock, without par value,
(Liquidation Preference $100 Per Share)
(Title of Classes of Securities)
882850 480
882850 449
882850 415
(CUSIP Numbers of Classes of Securities)
ROBERT A. WOOLDRIDGE, PETER B. TINKHAM ROBERT J. REGER, JR.,
ESQ. Texas Utilities ESQ.
Worsham, Forsythe & Electric Company Reid & Priest LLP
Wooldridge, L.L.P. Secretary 40 West 57th Street
1601 Bryan Street 1601 Bryan Street New York, New York
Dallas, Texas 75201 Dallas, Texas 75201 10019
(214) 979-3000 (214) 812-4600 (212) 603-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
November 8, 1995
(Date Tender Offer First Published, Sent or Given to Security
Holders)
Calculation of Filing Fee
-------------------------------------
Transaction Amount of
Valuation Filing Fee
$498,663,300 $99,733
-------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $164,412.37
Form or Registration No.: Registration Statement No. 33-63031
and 33-63031-1, and 33-63033 and 33-63033-1 on Form S-4
Filing Parties: Texas Utilities Electric Company, TU Electric
Capital I and TU Electric Capital II
Date Filed: September 28, 1995
<PAGE>
ITEM 1. Security and Issuer.
The information required by this Item 1 may be found on the
Facing Page of registration statements nos. 33-63031 and 33-63033
(the "Registration Statements"), on the Outside Front Cover Page
of the related Prospectuses (the "Prospectuses") and under the
following headings in the Prospectuses: "Prospectus Summary";
"The Exchange Offer"; "Comparison of Preferred Securities and
Depositary Shares"; and "Listing and Trading of Preferred
Securities and Depositary Shares." Such information is hereby
incorporated by reference into this Item 1.
ITEM 2. Source and Amount of Funds or Other Consideration.
The information required by this Item 2 may be found under the
heading, "The Exchange Offer," in the Prospectuses. Such
information is hereby incorporated by reference into this Item 2.
ITEM 3. Purpose of the Tender Offer and Plans or Proposals of
the Issuer or Affiliate.
The information required by this Item 3 may be found under the
following headings in the Prospectuses: "Prospectus Summary";
"The Exchange Offer Purpose of the Exchange Offer"; "
Acceptance of Depositary Shares; Delivery of Preferred
Securities"; and "Listing and Trading of Preferred Securities and
Depositary Shares." Such information is hereby incorporated by
reference into this Item 3.
ITEM 4. Interest in Securities of the Issuer.
Not Applicable
ITEM 5. Contracts, Arrangements, Understandings or Relationships
With Respect to the Issuer's Securities.
Not Applicable
ITEM 6. Persons Retained, Employed or to be Compensated.
The information required by this Item 6 may be found under the
following headings in the Prospectuses: "The Exchange Offer"; and
"Fees and Expenses; Transfer Taxes." Such information is hereby
incorporated by reference into this Item 6.
ITEM 7. Financial Information.
The information required by this Item 7 may be found under the
heading, "Selected Financial Information," in the Prospectuses.
Such information is hereby incorporated by reference into this
Item 7.
ITEM 8. Additional Information.
Not Applicable
ITEM 9. Material to be Filed as Exhibits.
1 --
Prospectuses filed in connection with the Registration
Statement.
2 --
Tax Opinion of Reid & Priest LLP (filed as Exhibit 5(b) and 8
to Amendment Nos. 1 to each Registration Statement and
incorporated by reference herein).
3 --
Exchange Agent Agreement.
4 --
Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees for each series of Depositary Shares.
5 --
Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees to their clients for each series
of Depositary Shares.
6 --
Notice of Guaranteed Delivery for each series of Depositary
Shares.
7 --
Letter of Transmittal for each series of Depositary Shares.
8 --
Questions and Answers booklet for each series of Depositary
Shares.
9 --
Guidelines for Certification or Taxpayer Identification Number
on Substitute Form W-9 (filed as Exhibit 99(f) to Amendment
Nos. 3 to the Registration Statements and incorporated by
reference herein).
10 --
Notice of Offer to Exchange.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, complete and correct.
Dated: November 8, 1995 Texas Utilities Electric Company
By: /s/ Robert J. Reger, Jr.
------------------------
Robert J. Reger, Jr.
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
-------
3 -- Exchange Agent Agreement.
4 -- Letter to Brokers, Dealers,
Commercial Banks, Trust
Companies and Other Nominees for
each series of Depositary
Shares.
5 -- Letter from Brokers, Dealers,
Commercial Banks, Trust
Companies and Other Nominees to
their clients for each series of
Depositary Shares.
6 -- Notice of Guaranteed Delivery
for each series of Depositary
Shares.
7 -- Letter of Transmittal for each
series of Depositary Shares.
8 -- Questions and Answers booklet
for each series of Depositary
Shares.
10 -- Notice of Offer to Exchange.
DEP 1
DEPOSITARY AGREEMENT
Date: November 7, 1995
Chemical Mellon Shareholder Services, L.L.C.
450 West 33rd St. - 15th Floor
New York, NY 10001
Attn: Reorganization Department
-------------------------
Gentlemen:
Texas Utilities Electric Company, a Texas corporation (the
"Company"), is offering to exchange for any and all of certain
series of Depositary Shares (the "Shares") upon the terms and
conditions set forth in its Exchange Offers dated November 7,
1995 (the "Exchange Offers") and in the related Letters of
Transmittal (which shall include the Internal Revenue Service
Form W-9), copies of which are attached hereto as Exhibits A and
B, respectively, and which together, as they may be amended from
time to time, constitute the "Offer." The "Expiration Date" for
the Offer shall be 12 midnight, New York City time, on December
6, 1995, unless and until the Company shall have extended the
period of time for which the Offer is open, in which event the
term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Company from time to time,
shall expire. All terms not defined herein shall have the same
meaning as in the Offer.
The Company hereby agrees with you as follows:
1) Subject to the terms and conditions of this Agreement,
you will act as Exchange Agent (in such capacity, the
"Depositary") in connection with the Offer, and in such capacity
are authorized and directed to accept tenders of Shares.
2) (a) Tenders of Shares may be made only as set forth in
the Exchange Offer, and Shares shall be considered validly
tendered to you only if:
(i) you receive prior to the Expiration Date (x)
certificates for such Shares, (or a Confirmation (as defined in
paragraph (b) below) relating to such Shares) and (y) a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof) or an Agent's Message (as defined in paragraph (b)
below) relating thereto; or
(ii) you receive (x) a Notice of Guaranteed Delivery
(as defined in paragraph (b) below) relating to such Shares from
an Eligible Institution (as defined in paragraph (b) below) prior
to the Expiration Date and (y) certificates for such Shares (or a
Confirmation relating to such Shares) and either a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof) or an Agent's Message relating thereto at or prior to
P.M., New York City time, on the third New York Stock Exchange,
Inc. (the "NYSE") trading day after the date of execution of such
Notice of Guaranteed Delivery; and
(iii) in the case of either clause (i) or (ii)
above, a final determination of the adequacy of the items
received, as provided in Section 4 hereof, has been made by the
Company.
(b) For the purpose of this Agreement: (i) a
"Confirmation" shall be a confirmation of book-entry transfer of
Shares into your account at The Depository Trust Company, the
Midwest Securities Trust Company or the Philadelphia Depository
Trust Company (hereinafter collectively referred to as the
"Book-Entry Transfer Facilities") to be established and
maintained by you in accordance with Section 3 hereof, (ii) a
"Notice of Guaranteed Delivery" shall be a notice of guaranteed
delivery substantially in the form attached as Exhibit C hereto
or a telegram, telex, facsimile transmission or letter
substantially in such form, or if sent by a Book-Entry Transfer
Facility, a message transmitted through electronic means in
accordance with the usual procedures of such Book-Entry Transfer
Facility and the Depositary, substantially in such form;
provided, however, that if such notice is sent by a Book-Entry
Transfer Facility through electronic means, it must state that
such Book-Entry Transfer Facility has received an express
acknowledgment from the participant on whose behalf such notice
is given that such participant has received and agrees to become
bound by the form of such notice, (iii) an "Eligible Institution"
shall be a member firm of a national securities exchange
registered with the Securities and Exchange Commission or of the
National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the
United States; and (iv) an "Agent's Message" shall be a message
transmitted through electronic means by a Book-Entry Transfer
Facility, in accordance with the normal procedures of such
Book-Entry Transfer Facility and the Depositary, to and received
by the Depositary and forming part of a Confirmation, which
states that such Book-Entry Transfer Facility has received an
express acknowledgement from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of
such Confirmation that such participant has received and agrees
to be bound by the terms of the Letter of Transmittal, and that
the Company may enforce such agreement against such participant.
The term Agent's Message shall also include any hard copy
printout evidencing such message generated by a computer terminal
maintained at the Depositary's office.
(c) We acknowledge that in connection with the Offer
you may enter into agreements or arrangements with a Book-Entry
Transfer Facility which, among other things, provide that (i)
delivery of an Agent's Message will satisfy the terms of the
Offer with respect to the Letter of Transmittal, (ii) such
agreements or arrangements are enforceable against the Company by
such Book-Entry Transfer Facility or participants therein and
(iii) you, as Depositary, are authorized to enter into such
agreements or arrangements on behalf of the Company. Without
limiting any other provision of this Agreement, you are expressly
authorized to enter into any such agreements or arrangements on
behalf of the Company and to make any necessary representations
or warranties in connection thereunder, and any such agreement or
arrangement shall be enforceable against the Company.
3) You shall take steps to establish and, subject to such
establishments, maintain an account at each Book-Entry Transfer
Facility for book-entry transfers of Shares, as set forth in the
Letter of Transmittal, and you shall comply with the provisions
of Rule 17Ad-14 under the Securities Exchange Act of 1934, as
amended.
4) (a) You are authorized and directed to examine any
certificate representing Shares, Letter of Transmittal (or
facsimile thereof), Notice of Guaranteed Delivery or Agent's
Message and any other document required by the Letter of
Transmittal received by you to determine whether you believe any
tender may be defective. In the event you conclude that any
Letter of Transmittal, Notice of Guaranteed Delivery, Agent's
Message or other document has been improperly completed, executed
or transmitted, any of the certificates for Shares is not in
proper form for transfer (as required by the aforesaid
instructions) or if some other irregularity in connection with
the tender of Shares exists, you are authorized subject to
Section 4(b) hereof to advise the tendering stockholder, or
transmitting Book-Entry Transfer Facility, as the case may be, of
the existence of the irregularity, but you are not authorized to
accept any tender of fractional Shares, any tender not in
accordance with the terms and subject to the conditions set forth
in the Offer, or any other tender which you deem to be defective,
unless you shall have received from the Company the Letter of
Transmittal which was surrendered (or if the tender was made by
means of a Confirmation containing an Agent's Message, a written
notice), duly dated and signed by an authorized officer of the
Company, indicating that any defect or irregularity in such
tender has been cured or waived and that such tender has been
accepted by the Company.
(b) Promptly upon your concluding that any tender is
defective, you shall, after consultation with and on the written
instructions of the Company, use reasonable efforts in accordance
with your regular procedures to notify the person tendering such
Shares, or Book-Entry Transfer Facility transmitting the Agent's
Message, as the case may be, of such determination and, when
necessary, return the certificates involved to such person in the
manner described in Section 11 hereof. The Company shall have
full discretion to determine whether any tender is complete and
proper and shall have the absolute right to reject any or all
tenders of any particular Shares determined by it not to be in
proper form and to determine whether the acceptance of or payment
for such tenders may, in the opinion of counsel for the Company,
be unlawful; it being specifically agreed that you shall have
neither discretion nor responsibility with respect to these
determinations. To the extent permitted by applicable law, the
Company also reserves the absolute right to waive any of the
conditions of the Offer or any defect or irregularity in the
tender of any particular Shares. The interpretation by the
Company of the terms and conditions of the Exchange Offer, the
Letter of Transmittal and the instructions thereto, a Notice of
Guaranteed Delivery or an Agent's Message (including without
limitation the determination of whether any tender is complete
and proper) shall be final and binding.
(c) You agree to maintain accurate records as to all
Shares tendered prior to or on the Expiration Date.
5) You are authorized and directed to return to any person
tendering Shares, in the manner described in Section 11 hereof,
any certificates representing Shares tendered by such person but
duly withdrawn pursuant to the Exchange Offer. To be effective,
a written, telegraphic, telex or facsimile transmission notice of
withdrawal must be received by you within the time period
specified for withdrawal in the Exchange Offer at your address
set forth on the back page of the Exchange Offer. Any notice of
withdrawal must specify the name of the person having deposited
the Shares to be withdrawn, the number of Shares to be withdrawn
and, if the certificates representing such Shares have been
delivered or otherwise identified to you, the name of the
registered holder(s) of such Shares as set forth in such
certificates. If the certificates have been delivered to you,
then prior to the release of such certificates the tendering
stockholder must also submit the serial numbers shown on the
particular certificates evidencing such Shares and the signature
on the notice of withdrawal must be guaranteed by an Eligible
Institution. You are authorized and directed to examine any
notice of withdrawal to determine whether you believe any such
notice may be defective. In the event you conclude that any such
notice is defective you shall, after consultation with and on the
instructions of the Company, use reasonable efforts in accordance
with your regular procedures to notify the person delivering such
notice of such determination. All questions as to the form and
validity (including time of receipt) of notices of withdrawal
will be determined by the Company in its sole discretion, whose
determination shall be final and binding. Any Shares so
withdrawn shall no longer be considered to be properly tendered
unless such Shares are re-tendered prior to the Expiration Date
pursuant to the Exchange Offer.
6) Subject to Sections 18 and 23 hereof, any amendment to
or extension of the Offer, as the Company shall from time to time
determine, shall be effective upon notice to you from the Company
given prior to the time the Offer would otherwise have expired,
and shall be promptly confirmed by the Company in writing;
provided that you may rely on and shall be authorized and
protected in acting or failing to act upon any such notice even
if such notice is not confirmed in writing or such confirmation
conflicts with such notice. If at any time the Offer shall be
terminated as permitted by the terms thereof, the Company shall
promptly notify you of such termination.
7) At 11:00 a.m. New York City time, or as promptly as
practicable thereafter on each business day, or more frequently
if reasonably requested as to major tally figures, you shall
advise each of the parties named below by telephone as to, based
upon your preliminary review (and at all times subject to final
determination by the Company), as of the close of business on the
preceding business day or the most recent practicable time prior
to such request, as the case may be: (i) the number of Shares
duly tendered on such day, (ii) the number of Shares duly
tendered represented by certificates physically held by you on
such day; (iii) the number of Shares represented by Notices of
Guaranteed Delivery on such day; (iv) the number of Shares
withdrawn on such day; and (v) the cumulative totals of Shares in
categories (i) thru (iv) above through 12:00 noon, New York City
time, on such day:
(a) Laura Anderson at the Company at (214) 812-3127
(b) Susan Klein at Merrill Lynch & Co. at (212) 449-4911
You shall also furnish to each of the above-named persons a
written report confirming the above information which has been
communicated orally on the day following such oral communication.
You shall furnish to the Dealer-Managers (as defined in the
Exchange Offer), the Information Agent (as defined in the
Exchange Offer) and the Company, such reasonable information, to
the extent such information has been furnished to you, on the
tendering stockholders as may be requested from time to time.
You shall furnish to the Company, upon request, master lists of
Shares tendered for purchase, including an A-to-Z list of the
tendering stockholders.
You are also authorized and directed to provide the persons
listed above or any other persons approved by the Company with
such other information relating to the Shares, Exchange Offer,
Letters of Transmittal, Agent's Messages or Notices of Guaranteed
Delivery as the Company may reasonably request from time to time.
8) Letters of Transmittal, Notices of Guaranteed Delivery,
Agent's Messages, telegrams, telexes, facsimile transmissions,
notices and letters submitted to you pursuant to the Offer shall
be stamped by you to indicate the date and time of the receipt
thereof and these documents, or copies thereof, shall be
preserved by you for a reasonable time not to exceed one year or
the term of this Agreement, whichever is longer, and thereafter
shall be delivered by you to the Company. Thereafter, any
inquiries relating to or requests for any of the foregoing shall
be directed solely to the Company and not the Depositary.
9) (a) If under the terms and conditions set forth in
the Exchange Offer, the Company becomes obligated to accept and
pay for Shares tendered, upon instruction by the Company and as
promptly as practicable, but in any event not later than _____
p.m., New York City time, on the third NYSE trading day after the
latest of: (i) the Expiration Date; (ii) the physical receipt by
you of a certificate or certificates representing tendered Shares
(in proper form for transfer by delivery), a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof)
or a Confirmation including an Agent's Message and any other
documents required by the Letter of Transmittal; and (iii) the
deposit by the Company with you of sufficient federal or other
immediately available funds to pay, subject to the terms and
conditions of the Offer, all stockholders for whom checks
representing payment for Shares are to be drawn, less any
adjustments required by the terms of the Offer, and all
applicable tax withholdings, you shall, subject to Section 16
hereof, deliver or cause to be delivered to the tendering
stockholders and designated payees, consistent with this
Agreement and the Letter of Transmittal, official bank checks of
the Depositary, as agent for the Company, and payable through the
Depositary in the amount of the applicable purchase price
specified in the Offer (less any applicable tax withholding) for
the Shares theretofore properly tendered and purchased under the
terms and conditions of the Offer. The Company will also deposit
with you on your request federal or other immediately available
funds in an amount equal to the total stock transfer taxes or
other governmental charges, if any, payable in respect of the
transfer or issuance to the Company or its nominee or nominees of
all Shares so purchased. Upon request by the Company you will
apply to the proper authorities for the refund of money paid on
account of such transfer taxes or other governmental charges. On
receipt of such refund, you will promptly pay over to the Company
all money refunded.
(b) At such time as you shall be notified by the Company,
you shall request the transfer agent for the Shares to effect the
transfer of all Shares purchased pursuant to the Offer and to
issue certificates for such Shares so transferred, in accordance
with written instructions from the Company, and upon your receipt
thereof notify the Company. The Company shall be responsible to
arrange for delivery of the certificates.
10) (a) On or before January 31st of the year following the
year in which the Company accepts Shares for payment, you will
prepare and mail to each tendering stockholder whose Shares were
accepted, other than stockholders who demonstrate their status as
nonresident aliens in accordance with United States Treasury
Regulations "Foreign Stockholders"), a Form 1099-B reporting the
purchase of Shares as of the date such Shares are accepted for
payment. You will also prepare and file copies of such Forms
1099-B by magnetic tape with the Internal Revenue Service in
accordance with Treasury Regulations on or before February 28th
of the year following the year in which the Shares are accepted
for payment.
(b) You will deduct and withhold 31% backup
withholding tax from the purchase price payable with respect to
Shares tendered by any stockholder, other than a Foreign
Stockholder, who has not properly provided you with his taxpayer
identification number, in accordance with Treasury Regulations.
(c) Should any issue arise regarding federal income
tax reporting or withholding, you will take such action as the
Company instructs you in writing.
11) If, pursuant to the terms and conditions of the Offer,
the Company has notified you that it does not accept certain of
the Shares tendered or purported to be tendered or a stockholder
withdraws any tendered Shares, you shall promptly return the
deposited certificates for such Shares, together with any other
documents received, to the person who deposited the same, without
expense to such person. Certificates for such unpurchased Shares
shall be forwarded by you, at your option, by: (i) first class
mail under a blanket surety bond protecting you, the Company from
losses or liabilities arising out of the non-receipt or
nondelivery of such Shares; or (ii) registered mail insured
separately for the value of such Shares. If any such Shares were
tendered or purported to be tendered by means of a Confirmation
containing an Agent's Message, you shall notify the Book-Entry
Transfer Facility that transmitted said Confirmation of the
Company's decision not to accept the Shares.
12) You shall take all reasonable action with respect to
the Offer as may from time to time be requested by the Company,
the Dealer-Managers or the Information Agent. You are authorized
to cooperate with and furnish information to the Dealer-Managers,
the Information Agent, any of their representatives or any other
organization (or its representatives) designated from time to
time by the Company, in any manner reasonably requested by any of
them in connection with the Offer and tenders thereunder.
13) Any instructions given to you orally, as permitted by
any provision of this Agreement, shall be confirmed in writing by
the Company, the Dealer-Managers or the Information Agent, as the
case may be, as soon as practicable. You shall not be liable or
responsible and shall be fully authorized and protected for
acting, or failing to act, in accordance with any oral
instructions which do not conform with the written confirmation
received in accordance with this Section.
14) Whether or not any Shares are tendered or the Offer is
consummated, for your services as Depositary hereunder we shall
pay to you compensation in accordance with the fee schedule
attached as Schedule 1 hereto, together with reimbursement for
out-of-pocket expenses, including reasonable fees and
disbursements of your counsel.
15) In the event any question or dispute arises with
respect to the proper interpretation of this Agreement or your
duties hereunder or the rights of the Company or of any
stockholders surrendering certificates for Shares pursuant to the
Offer, you shall not be required to act and shall not be held
liable or responsible for your refusal to act until the question
or dispute has been judicially settled (and you may, if you in
your sole discretion deem it advisable, but shall not be
obligated to, file a suit in interpleader or for a declaratory
judgement for such purpose) by final judgment rendered by a court
of competent jurisdiction, binding on all stockholders and
parties interested in the matter which is no longer subject to
review or appeal, or settled by a written document in form and
substance satisfactory to you and executed by the Company and
each such stockholder and party. In addition, you may require
for such purpose, but shall not be obligated to require, the
execution of such written settlement by all the stockholders and
all other parties that may have an interest in the settlement.
16) As Depositary hereunder you:
(a) shall have no duties or obligations other than those
specifically set forth herein or in Exhibits A, B, and C hereto,
or as may subsequently be agreed to in writing by you and the
Company;
(b) shall have no obligation to make payment for any
tendered Shares unless the Company shall have provided the
necessary federal or other immediately available funds to pay in
full amounts due and payable with respect thereto;
(c) shall be regarded as making no representations and
having no responsibilities as to the validity, sufficiency,
value, or genuineness of any certificates or the Shares
represented thereby deposited with you or tendered through an
Agent's Message hereunder and will not be required to and will
make no representations as to or be responsible for the validity,
sufficiency, value, or genuineness of the Offer;
(d) shall not be obligated to take any legal action
hereunder; if, however, you determine to take any legal action
hereunder, and, where the taking of such action might in your
judgment subject or expose you to any expense or liability, you
shall not be required to act unless you shall have been furnished
with an indemnity satisfactory to you;
(e) may rely on and shall be authorized and protected in
acting or failing to act upon any certificate, instrument,
opinion, notice, letter, telegram, telex, facsimile transmission,
Agent's Message or other document or security delivered to you
and believed by you to be genuine and to have been signed by the
proper party or parties;
(f) may rely on and shall be authorized ant protected in
acting or failing to act upon the written, telephonic, electronic
and oral instructions, with respect to any matter relating to
your actions as Depositary covered by this Agreement (or
supplementing or qualifying any such actions) of officers of the
Company;
(g) may consult counsel satisfactory to you, and the advice
of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered, or omitted
by you hereunder in good faith and in accordance with the advice
of such counsel;
(h) shall not be called upon at any time to advise any
person tendering or considering tendering pursuant to the Offer
as to the wisdom of making such tender or as to the market value
of any security tendered thereunder;
(i) may perform any of your duties hereunder either
directly or by or through agents or attorneys and you shall not
be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with reasonable care by you
hereunder;
(j) shall not be liable or responsible for any recital or
statement contained in the Offer or any other documents relating
thereto;
(k) shall not be liable or responsible for any failure of
the Company to comply with any of their respective obligations
relating to the Offer, including without limitation obligations
under applicable securities laws;
(l) are not authorized, and shall have no obligation, to
pay any brokers, dealers, or soliciting fees to any person,
including without limitation the Dealer-Managers or Information
Agent; and
(m) shall not be liable or responsible for any delay,
failure, malfunction, interruption or error in the transmission
or receipt of communications or messages through electronic means
to or from a Book-Entry Transfer Facility, or for the actions of
any other person in connection with any such message or
communication.
17) The Company covenants to indemnify and hold you and
your officers, directors, employees, agents, contractors,
subsidiaries and affiliates harmless from and against any loss,
liability, damage or expense (including without limitation any
loss, liability, damage or expense incurred for submitting for
transfer Shares tendered without a signature guarantee pursuant
to the Letter of Transmittal, or in connection with any
communication or message transmitted or purported to be
transmitted through electronic means to or from a Book-Entry
Transfer Facility, and the fees and expenses of counsel) incurred
(a) without negligence or bad faith or (b) as a result of your
acting or failing to act upon the instructions of the Company,
Dealer-Managers or Information Agent, arising out of or in
connection with the Offer, this Agreement or the administration
of your duties hereunder, including without limitation the costs
and expenses of defending and appealing against any action,
proceeding, suit or claim in the premises. In no case shall the
Company be liable under this indemnity with respect to any
action, proceeding, suit or claim against you unless the Company
shall be notified by you, by letter or by telex or facsimile
transmission confirmed by letter, of the written assertion of any
action, proceeding, suit or claim made or commenced against you,
promptly after you shall have been served with the summons or
other first legal process or have received the first written
insertion giving information as to the nature and basis of the
action, proceeding, suit or claim, but failure so to notify the
Company shall not release the Company of any liability which it
may otherwise have on account of this Agreement. The Company
shall be entitled to participate at its own expense in the
defense of any such action, proceeding, suit or claim. Anything
in this agreement to the contrary notwithstanding, in no event
shall you be liable for special, indirect or consequential loss
or damage of any kind whatsoever (including but not limited to
lost profits), even if you have been advised of the likelihood of
such loss or damage and regardless of the form of action.
18) Unless terminated earlier by the parties hereto, this
Agreement shall terminate upon (a) the Company's termination or
withdrawal of the Offer, (b) if the Company does not terminate or
withdraw the Offer, the date which is months after the later of
(i) your sending of checks to tendering stockholders in
accordance with Section 9(a) hereof and (ii) your delivery of
certificates to the Company in accordance with Section 9(b)
hereof or (c) if not terminated or withdrawn earlier, the date
which is two months after the date of this Agreement. Upon any
termination of this Agreement, you shall promptly deliver to the
Company any certificates, funds or property then held by you as
Depositary under this Agreement, and after such time any party
entitled to such certificates, funds or property shall look
solely to the Company and not the Depositary therefore, and all
liability of the Depositary with respect thereto shall cease,
provided, however, that the Depositary, before being required to
make such delivery to the Company, may at the expense of the
Company cause to be published in a newspaper of general
circulation in the City of New York, or mail to each person who
has tendered Shares but not received payment, or both, notice
that such certificates, funds or property remain unclaimed and
that after a date specified therein, which shall not be less than
30 days from the date of publication or mailing, any unclaimed
balance of such certificates, funds or property will be delivered
to the Company. Sections 14, 16 and 17 hereof shall survive any
termination of this Agreement.
19) In the event that any claim of inconsistency between
this Agreement and the terms of the Offer arise, as they may from
time to time be amended, the terms of the Offer shall control,
except with respect to the duties, liabilities and rights,
including without limitation compensation and indemnification, of
you as Depositary, which shall be controlled by the terms of this
Agreement.
20) If any provision of this Agreement shall be held
illegal, invalid, or unenforceable by any court, this Agreement
shall be construed and enforced as if such provision had not been
contained herein and shall be deemed an Agreement among us to the
full extent permitted by applicable law.
21) Except as expressly set forth elsewhere in this
Agreement, all notices, instructions and communication under this
Agreement shall be in writing, shall be effective upon receipt
and shall be addressed, if to the Company, to 1601 Bryan Street,
Dallas, Texas 75201, Attention: Treasurer, or, if to the
Depositary, to 450 West 33rd Street, New York, New York 10001,
Attention: Reorganization Department, or to such other address as
a party hereto shall notify the other parties.
22) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving
effect to conflict of laws rules or principles, and shall inure
to the benefit of and be binding upon the successors and assigns
of the parties hereto; provided that this Agreement may not be
assigned by any party without the prior written consent of all
other parties.
23) No provision of this Agreement may be amended, modified
or waived, except in a writing signed by all of the parties
hereto.
<PAGE>
Please acknowledge receipt of this Letter, the Exchange
Offers, the Letters of Transmittal, and the Notices of Guaranteed
Delivery, and confirm the arrangements herein provided by signing
and returning the enclosed copy hereof, whereupon this Agreement
and your acceptance of the terms and conditions herein provided
shall constitute a binding Agreement among us.
Very truly yours,
TEXAS UTILITIES ELECTRIC COMPANY
By:
_____________________________
Accepted as of the date
above first written:
CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
as DEPOSITARY
By: _________________________________
Name: Martin J. Curran
Title: Assistant Vice President
<PAGE>
Exhibit A Exchange Offers
Exhibit B Letters of Transmittal
Exhibit C Notices of Guaranteed Delivery
TEXAS UTILITIES ELECTRIC COMPANY
OFFER TO EXCHANGE FOR ANY OR ALL OF ITS
5,000,000
$2.05 Depositary Shares,
each representing 1/4 share of
$8.20 Cumulative Preferred Stock
either
TU ELECTRIC CAPITAL II or Cash
9.00% Trust Originated Preferred
Securities(SM) (TOPrS(SM)) in the amount of $26.50
(liquidation preference $25.00 per
Preferred Security and guaranteed
to the extent set forth in the
Prospectus by Texas Utilities
Electric Company)
November 7, 1995
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
We have been appointed by Texas Utilities Electric Company
(the "Company") to act as Dealer Managers in connection with the
offer by the Company to exchange, upon the terms and subject to
the conditions set forth in the Prospectus referred to below and
the related Letter of Transmittal (which together constitute the
"Offer"), any and all of its $2.05 Depositary Shares, each
representing 1/4 share of $8.20 Cumulative Preferred Stock (the
"Depositary Shares") that are validly tendered and accepted for
exchange pursuant to the Offer for either 9.00% Trust Originated
Preferred Securities ("TOPrS")(the "Preferred Securities") of TU
Electric Capital II (the "Trust") or for cash. In connection
with the Offer, the Company will deposit in the Trust as trust
assets its 9.00% Junior Subordinated Debentures due 2030 as set
forth in the Prospectus referred to below.
The Company will accept for exchange all Depositary Shares
validly tendered and not withdrawn, upon the terms and subject to
the conditions of the Offer, described in the Prospectus dated
November 7, 1995 (the "Prospectus").
For your information and for forwarding to your clients for
whom you hold Depositary Shares registered in your name or in the
name of your nominee, we are enclosing the following documents:
1. Prospectus dated November 7, 1995;
2. Letter of Transmittal for your use and for the
information of your clients, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 providing information relating to backup federal income
tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the
Offer if the Depositary Shares and all other required documents
cannot be delivered to the Exchange Agent by the Expiration Date
(as defined in the Prospectus), or the book-entry transfer of the
Depositary Shares cannot be completed by the Expiration Date;
4. A form of letter that may be sent to your clients for
whose accounts you hold Depositary Shares registered in your name
or in the name of your nominee, with space provided for obtaining
such clients' instructions and designation of Soliciting Dealer
with regard to the Offer;
5. A Questions and Answers Booklet that may be provided to
your clients; and
6. Return envelope addressed to Chemical Mellon Shareholder
Services, L.L.C., the Exchange Agent.
------------------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
<PAGE>
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON DECEMBER 6, 1995, UNLESS THE OFFER IS
EXTENDED.
NONE OF THE TRUST, ITS TRUSTEES, THE COMPANY OR THE COMPANY'S
BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS OF
DEPOSITARY SHARES AS TO WHETHER TO TENDER ALL OR ANY DEPOSITARY
SHARES IN THE OFFER OR TO ELECT TO RECEIVE AS CONSIDERATION
EITHER PREFERRED SECURITIES OR CASH. HOLDERS OF DEPOSITARY
SHARES ARE URGED TO CONSULT THEIR FINANCIAL AND TAX ADVISORS IN
MAKING THEIR DECISIONS ON WHAT ACTION TO TAKE IN LIGHT OF THEIR
OWN PARTICULAR CIRCUMSTANCES.
The Company will pay a solicitation fee of $.50 per Depositary
Share, in the case of Depositary Shares exchanged for Preferred
Securities or $.25 per Depositary Share, in the case of
Depositary Shares exchanged for cash, for any Depositary Shares
tendered by physically delivering Depositary Shares which are
accepted for exchange and exchanged pursuant to the Offer and
covered by a Letter of Transmittal which designates, as having
solicited and obtained the tender, the name of (i) any broker or
dealer in securities, including each Dealer Manager in its
capacity as a broker or dealer, which is a member of any national
securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not
eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside
the United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No solicitation
fee shall be payable to a Soliciting Dealer with respect to the
tender of Depositary Shares by a holder unless the Letter of
Transmittal accompanying such tender designates such Soliciting
Dealer as such in the box captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with the Depository Trust Company, Midwest Securities Trust
Company or Philadelphia Depository Trust Company, the Soliciting
Dealer must return a Notice of Solicited Tenders to the Exchange
Agent within three New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. No
solicitation fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such
Soliciting Dealer unless such Depositary Shares are held by such
Soliciting Dealer as nominee and such Depositary Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Depositary Shares
by the holder of record, for the benefit of the beneficial owner,
unless the beneficial owner has designated such Soliciting
Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if
such Soliciting Dealer is required for any reason to transfer any
portion of such fee to a tendering holder (other than itself).
No broker, dealer, bank, trust company or fiduciary shall be
deemed to be the agent of the Company, the Exchange Agent, the
Information Agent or the Dealer Managers for purposes of the
Offer.
The Company will upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and necessary
costs and expenses incurred by them in forwarding materials to
their customers. The Company will pay all stock transfer taxes
applicable to the acceptance of Depositary Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-
keeping to document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may
be obtained from, the Information Agent or the undersigned at the
addresses and telephone numbers set forth in the back cover of
the Prospectus.
Very truly yours,
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
SMITH BARNEY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU THE AGENT OF THE COMPANY, THE TRUST, THE
TRUSTEES OF THE TRUST, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF
OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you
have solicited. All Depositary Shares beneficially owned by a
beneficial owner, whether in one account or several, and in
however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the
Exchange Agent. If the space below is inadequate, list the
Depositary Shares on a separate signed schedule and affix the
list to this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE
THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY
EXCHANGE AGENT".
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE
EXCHANGE AGENT AT THE ADDRESS SET FORTH ON THE BACK COVER OF
THE PROSPECTUS. ALL QUESTIONS CONCERNING THE NOTICES OF
SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION
AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF
THE PROSPECTUS.
SOLICITED TENDERS OF DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY
SOLICITING DEALER EXCHANGED FOR PREFERRED SECURITIES
To be
To be To be To be Completed
Completed Completed Completed Only
by the by the Only by by
Soliciting Soliciting Exchange Exchange
Dealer Dealer Agent Agent
Number of Number of Fee $.50
Beneficial Shares VOI Ticket Shares per
Owners Tendered Number* Accepted Share
------ -------- ------ -------- -----
Beneficial
Owner No.1
Beneficial
Owner No.2
Beneficial
Owner No.3
Beneficial
Owner No.4
Beneficial
Owner No.5
Total
SOLICITED TENDERS OF DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY
SOLICITING DEALER EXCHANGED FOR CASH
To be
To be To be To be Completed
Completed Completed Completed Only
by the by the Only by by
Soliciting Soliciting Exchange Exchange
Dealer Dealer Agent Agent
Number of Number of Fee $.25
Beneficial Shares VOI Ticket Shares per
Owners Tendered Number* Accepted Share
------ -------- ------ -------- -----
Beneficial
Owner No.1
Beneficial
Owner No.2
Beneficial
Owner No.3
Beneficial
Owner No.4
Beneficial
Owner No.5
Total
----------------
* Complete if Depositary Shares delivered by book-entry
transfer.
All questions as to the validity, form and eligibility
(including time of receipt) of Notices of Solicited Tenders will
be determined by the Exchange Agent, in its sole discretion,
which determination will be final and binding. Neither the
Exchange Agent nor any other person will be under any duty to
give notification of any defects or irregularities in any Notice
of Solicited Tenders or incur any liability for failure to give
such notification.
The undersigned hereby confirms that: (i) it has complied
with the applicable requirements of the Securities Exchange Act
of 1934, and the applicable rules and regulations thereunder, in
connection with such solicitation; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions
of the Prospectus; (iii) in soliciting tenders of Depositary
Shares, it has used no soliciting materials other than those
furnished by the Company; and (iv) if it is a foreign broker or
dealer not eligible for membership in the NASD, it has agreed to
conform to the NASD's Rules of Fair Practice in making
solicitations outside the United States to the same extent as
though it were an NASD member.
___________________________________
(Name of Firm)
___________________________________
(Authorized Signature)
___________________________________
(Area Code and Telephone Number)
___________________________________
(Address)
___________________________________
(City, State, Zip Code)
___________________________________
(Attention)
Date: ____________________________
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF
TRANSMITTAL.
TEXAS UTILITIES ELECTRIC COMPANY
OFFER TO EXCHANGE FOR ANY OR ALL OF ITS
6,613,700
$1.805 Depositary Shares, Series B,
each representing 1/4 share of
$7.22 Cumulative Preferred Stock
either
TU ELECTRIC CAPITAL I or Cash Only
8.25% Trust Originated Preferred in the amount of $27.25
Securities(SM) (TOPrS(SM))
(liquidation preference $25.00 per
Preferred Security
and guaranteed to the extent set forth in
the Prospectus
by Texas Utilities Electric Company)
plus $2.25 cash
November 7, 1995
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
We have been appointed by Texas Utilities Electric Company
(the "Company") to act as Dealer Managers in connection with the
offer by the Company to exchange, upon the terms and subject to
the conditions set forth in the Prospectus referred to below and
the related Letter of Transmittal (which together constitute the
"Offer"), any and all of its $1.805 Depositary Shares, each
representing 1/4 share of $7.22 Cumulative Preferred Stock (the
"Depositary Shares") that are validly tendered and accepted for
exchange pursuant to the Offer for either 8.25% Trust Originated
Preferred Securities ("TOPrS")(the "Preferred Securities") of TU
Electric Capital I (the "Trust") plus a cash component or for
cash only. In connection with the Offer, the Company will
deposit in the Trust as trust assets its 8.25% Junior
Subordinated Debentures due 2030 as set forth in the Prospectus
referred to below.
The Company will accept for exchange all Depositary Shares
validly tendered and not withdrawn, upon the terms and subject to
the conditions of the Offer, described in the Prospectus dated
November 7, 1995 (the "Prospectus").
For your information and for forwarding to your clients for
whom you hold Depositary Shares registered in your name or in the
name of your nominee, we are enclosing the following documents:
1. Prospectus dated November 7, 1995;
2. Letter of Transmittal for your use and for the
information of your clients, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 providing information relating to backup federal income
tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the
Offer if the Depositary Shares and all other required documents
cannot be delivered to the Exchange Agent by the Expiration Date
(as defined in the Prospectus), or the book-entry transfer of the
Depositary Shares cannot be completed by the Expiration Date;
4. A form of letter that may be sent to your clients for
whose accounts you hold Depositary Shares registered in your name
or in the name of your nominee, with space provided for obtaining
such clients' instructions and designation of Soliciting Dealer
with regard to the Offer;
5. A Questions and Answers Booklet that may be provided to
your clients; and
6. Return envelope addressed to Chemical Mellon Shareholder
Services, L.L.C., the Exchange Agent.
--------------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
<PAGE>
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON DECEMBER 6, 1995, UNLESS THE OFFER IS
EXTENDED.
NONE OF THE TRUST, ITS TRUSTEES, THE COMPANY OR THE COMPANY'S
BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS OF
DEPOSITARY SHARES AS TO WHETHER TO TENDER ALL OR ANY DEPOSITARY
SHARES IN THE OFFER OR TO ELECT TO RECEIVE AS CONSIDERATION
EITHER PREFERRED SECURITIES PLUS A CASH COMPONENT OR CASH ONLY.
HOLDERS OF DEPOSITARY SHARES ARE URGED TO CONSULT THEIR FINANCIAL
AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT ACTION TO TAKE
IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
The Company will pay a solicitation fee of $.50 per Depositary
Share, in the case of Depositary Shares exchanged for Preferred
Securities plus a cash component or $.25 per Depositary Share, in
the case of Depositary Shares exchanged for cash only, for any
Depositary Shares tendered by physically delivering Depositary
Shares which are accepted for exchange and exchanged pursuant to
the Offer and covered by a Letter of Transmittal which
designates, as having solicited and obtained the tender, the name
of (i) any broker or dealer in securities, including each Dealer
Manager in its capacity as a broker or dealer, which is a member
of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any
foreign broker or dealer not eligible for membership in the NASD
which agrees to conform to the NASD's Rules of Fair Practice in
soliciting tenders outside the United States to the same extent
as though it were an NASD member, or (iii) any bank or trust
company (each of which is referred to herein as a "Soliciting
Dealer"). No solicitation fee shall be payable to a Soliciting
Dealer with respect to the tender of Depositary Shares by a
holder unless the Letter of Transmittal accompanying such tender
designates such Soliciting Dealer as such in the box captioned
"Solicited Tenders".
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with the Depository Trust Company, Midwest Securities Trust
Company or Philadelphia Depository Trust Company, the Soliciting
Dealer must return a Notice of Solicited Tenders to the Exchange
Agent within three New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. No
solicitation fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such
Soliciting Dealer unless such Depositary Shares are held by such
Soliciting Dealer as nominee and such Depositary Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Depositary Shares
by the holder of record, for the benefit of the beneficial owner,
unless the beneficial owner has designated such Soliciting
Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if
such Soliciting Dealer is required for any reason to transfer any
portion of such fee to a tendering holder (other than itself).
No broker, dealer, bank, trust company or fiduciary shall be
deemed to be the agent of the Company, the Exchange Agent, the
Information Agent or the Dealer Managers for purposes of the
Offer.
The Company will upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and necessary
costs and expenses incurred by them in forwarding materials to
their customers. The Company will pay all stock transfer taxes
applicable to the acceptance of Depositary Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-
keeping to document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may
be obtained from, the Information Agent or the undersigned at the
addresses and telephone numbers set forth in the back cover of
the Prospectus.
Very truly yours,
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
SMITH BARNEY INC.
<PAGE>
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU THE AGENT OF THE COMPANY, THE TRUST, THE
TRUSTEES OF THE TRUST, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF
OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you
have solicited. All Depositary Shares beneficially owned by a
beneficial owner, whether in one account or several, and in
however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the
Exchange Agent. If the space below is inadequate, list the
Depositary Shares on a separate signed schedule and affix the
list to this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE
THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY
EXCHANGE AGENT".
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE
EXCHANGE AGENT AT THE ADDRESS SET FORTH ON THE BACK COVER OF
THE PROSPECTUS. ALL QUESTIONS CONCERNING THE NOTICES OF
SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION
AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF
THE PROSPECTUS.
SOLICITED TENDERS OF DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY
SOLICITING DEALER EXCHANGED FOR PREFERRED SECURITIES PLUS A CASH
COMPONENT
To be
To be To be To be Completed
Completed Completed Completed Only
by the by the Only by by
Soliciting Soliciting Exchange Exchange
Dealer Dealer Agent Agent
Number of Number of Fee $.50
Beneficial Shares VOI Ticket Shares per
Owners Tendered Number* Accepted Share
------ -------- ------- -------- -----
Beneficial
Owner No.1
Beneficial
Owner No.2
Beneficial
Owner No.3
Beneficial
Owner No.4
Beneficial
Owner No.5
Total
SOLICITED TENDERS OF DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY
SOLICITING DEALER EXCHANGED FOR CASH ONLY
To be
To be To be To be Completed
Completed Completed Completed Only
by the by the Only by by
Soliciting Soliciting Exchange Exchange
Dealer Dealer Agent Agent
Number of Number of Fee $.25
Beneficial Shares VOI Ticket Shares per
Owners Tendered Number* Accepted Share
------ -------- ------- -------- -----
Beneficial
Owner No.1
Beneficial
Owner No.2
Beneficial
Owner No.3
Beneficial
Owner No.4
Beneficial
Owner No.5
Total
--------------
* Complete if Depositary Shares delivered by book-entry
transfer.
All questions as to the validity, form and eligibility
(including time of receipt) of Notices of Solicited Tenders will
be determined by the Exchange Agent, in its sole discretion,
which determination will be final and binding. Neither the
Exchange Agent nor any other person will be under any duty to
give notification of any defects or irregularities in any Notice
of Solicited Tenders or incur any liability for failure to give
such notification.
The undersigned hereby confirms that: (i) it has complied
with the applicable requirements of the Securities Exchange Act
of 1934, and the applicable rules and regulations thereunder, in
connection with such solicitation; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions
of the Prospectus; (iii) in soliciting tenders of Depositary
Shares, it has used no soliciting materials other than those
furnished by the Company; and (iv) if it is a foreign broker or
dealer not eligible for membership in the NASD, it has agreed to
conform to the NASD's Rules of Fair Practice in making
solicitations outside the United States to the same extent as
though it were an NASD member.
________________________________________
(Name of Firm)
________________________________________
(Authorized Signature)
________________________________________
(Area Code and Telephone Number)
________________________________________
(Address)
________________________________________
(City, State, Zip Code)
________________________________________
(Attention)
Date: ____________________
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF
TRANSMITTAL.
TEXAS UTILITIES ELECTRIC COMPANY
OFFER TO EXCHANGE FOR ANY OR ALL OF ITS
7,659,300
$1.875 Depositary Shares,
each representing 1/4 share of
$7.50 Cumulative Preferred Stock
either
TU ELECTRIC CAPITAL I or Cash Only
8.25% Trust Originated Preferred in the amount of $27.50
Securities(SM) (TOPrS(SM))
(liquidation preference $25.00 per
Preferred Security
and guaranteed to the extent set forth
in the Prospectus
by Texas Utilities Electric Company)
plus $2.50 in cash
November 7, 1995
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
We have been appointed by Texas Utilities Electric Company
(the "Company") to act as Dealer Managers in connection with the
offer by the Company to exchange, upon the terms and subject to
the conditions set forth in the Prospectus referred to below and
the related Letter of Transmittal (which together constitute the
"Offer"), any and all of its $1.875 Depositary Shares, each
representing 1/4 share of $7.50 Cumulative Preferred Stock (the
"Depositary Shares") that are validly tendered and accepted for
exchange pursuant to the Offer for either 8.25% Trust Originated
Preferred Securities ("TOPrS")(the "Preferred Securities") of TU
Electric Capital I (the "Trust") plus a cash component or for
cash only. In connection with the Offer, the Company will
deposit in the Trust as trust assets its 8.25% Junior
Subordinated Debentures due 2030 as set forth in the Prospectus
referred to below.
The Company will accept for exchange all Depositary Shares
validly tendered and not withdrawn, upon the terms and subject to
the conditions of the Offer, described in the Prospectus dated
November 7, 1995 (the "Prospectus").
For your information and for forwarding to your clients for
whom you hold Depositary Shares registered in your name or in the
name of your nominee, we are enclosing the following documents:
1. Prospectus dated November 7, 1995;
2. Letter of Transmittal for your use and for the
information of your clients, together with Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9 providing information relating to backup federal income
tax withholding;
3. Notice of Guaranteed Delivery to be used to accept the
Offer if the Depositary Shares and all other required documents
cannot be delivered to the Exchange Agent by the Expiration Date
(as defined in the Prospectus), or the book-entry transfer of the
Depositary Shares cannot be completed by the Expiration Date;
4. A form of letter that may be sent to your clients for
whose accounts you hold Depositary Shares registered in your name
or in the name of your nominee, with space provided for obtaining
such clients' instructions and designation of Soliciting Dealer
with regard to the Offer;
5. A Questions and Answers Booklet that may be provided to
your clients; and
6. Return envelope addressed to Chemical Mellon Shareholder
Services, L.L.C., the Exchange Agent.
-------------------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
<PAGE>
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON DECEMBER 6, 1995, UNLESS THE OFFER IS
EXTENDED.
NONE OF THE TRUST, ITS TRUSTEES, THE COMPANY OR THE COMPANY'S
BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS OF
DEPOSITARY SHARES AS TO WHETHER TO TENDER ALL OR ANY DEPOSITARY
SHARES IN THE OFFER OR TO ELECT TO RECEIVE AS CONSIDERATION
EITHER PREFERRED SECURITIES PLUS A CASH COMPONENT OR CASH ONLY.
HOLDERS OF DEPOSITARY SHARES ARE URGED TO CONSULT THEIR FINANCIAL
AND TAX ADVISORS IN MAKING THEIR DECISIONS ON WHAT ACTION TO TAKE
IN LIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.
The Company will pay a solicitation fee of $.50 per Depositary
Share, in the case of Depositary Shares exchanged for Preferred
Securities plus a cash component or $.25 per Depositary Share,
in the case of Depositary Shares exchanged for cash only, for any
Depositary Shares tendered by physically delivering Depositary
Shares which are accepted for exchange and exchanged pursuant to
the Offer and covered by a Letter of Transmittal which
designates, as having solicited and obtained the tender, the name
of (i) any broker or dealer in securities, including each Dealer
Manager in its capacity as a broker or dealer, which is a member
of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any
foreign broker or dealer not eligible for membership in the NASD
which agrees to conform to the NASD's Rules of Fair Practice in
soliciting tenders outside the United States to the same extent
as though it were an NASD member, or (iii) any bank or trust
company (each of which is referred to herein as a "Soliciting
Dealer"). No solicitation fee shall be payable to a Soliciting
Dealer with respect to the tender of Depositary Shares by a
holder unless the Letter of Transmittal accompanying such tender
designates such Soliciting Dealer as such in the box captioned
"Solicited Tenders".
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with the Depository Trust Company, Midwest Securities Trust
Company or Philadelphia Depository Trust Company, the Soliciting
Dealer must return a Notice of Solicited Tenders to the Exchange
Agent within three New York Stock Exchange trading days after the
Expiration Date in order to receive a solicitation fee. No
solicitation fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares (i) beneficially owned by such
Soliciting Dealer or (ii) registered in the name of such
Soliciting Dealer unless such Depositary Shares are held by such
Soliciting Dealer as nominee and such Depositary Shares are being
tendered for the benefit of one or more beneficial owners
identified on the Letter of Transmittal or the Notice of
Solicited Tenders. No solicitation fee shall be payable to the
Soliciting Dealer with respect to the tender of Depositary Shares
by the holder of record, for the benefit of the beneficial owner,
unless the beneficial owner has designated such Soliciting
Dealer.
No solicitation fee shall be payable to a Soliciting Dealer if
such Soliciting Dealer is required for any reason to transfer any
portion of such fee to a tendering holder (other than itself).
No broker, dealer, bank, trust company or fiduciary shall be
deemed to be the agent of the Company, the Exchange Agent, the
Information Agent or the Dealer Managers for purposes of the
Offer.
The Company will upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and necessary
costs and expenses incurred by them in forwarding materials to
their customers. The Company will pay all stock transfer taxes
applicable to the acceptance of Depositary Shares pursuant to the
Offer, subject to Instruction 6 of the Letter of Transmittal.
Soliciting Dealers should take care to ensure proper record-
keeping to document their entitlement to any solicitation fee.
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may
be obtained from, the Information Agent or the undersigned at the
addresses and telephone numbers set forth in the back cover of
the Prospectus.
Very truly yours,
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS INC.
SMITH BARNEY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL
CONSTITUTE YOU THE AGENT OF THE COMPANY, THE TRUST, THE
TRUSTEES OF THE TRUST, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF
OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Depositary Shares whose tender you
have solicited. All Depositary Shares beneficially owned by a
beneficial owner, whether in one account or several, and in
however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what
constitutes beneficial ownership should be directed to the
Exchange Agent. If the space below is inadequate, list the
Depositary Shares on a separate signed schedule and affix the
list to this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE
THE SECTIONS OF THE TABLE HEADED "TO BE COMPLETED ONLY BY
EXCHANGE AGENT".
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE
EXCHANGE AGENT AT THE ADDRESS SET FORTH ON THE BACK COVER OF
THE PROSPECTUS. ALL QUESTIONS CONCERNING THE NOTICES OF
SOLICITED TENDERS SHOULD BE DIRECTED TO THE INFORMATION
AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE BACK COVER OF
THE PROSPECTUS.
SOLICITED TENDERS OF DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY
SOLICITING DEALER EXCHANGED FOR PREFERRED SECURITIES PLUS A CASH
COMPONENT
To be
To be To be To be Completed
Completed Completed Completed Only
by the by the Only by by
Soliciting Soliciting Exchange Exchange
Dealer Dealer Agent Agent
Number of Number of Fee $.50
Beneficial Shares VOI Ticket Shares per
Owners Tendered Number* Accepted Share
------ -------- ------- -------- -----
Beneficial
Owner No.1
Beneficial
Owner No.2
Beneficial
Owner No.3
Beneficial
Owner No.4
Beneficial
Owner No.5
Total
SOLICITED TENDERS OF DEPOSITARY SHARES NOT BENEFICIALLY OWNED BY
SOLICITING DEALER EXCHANGED FOR CASH ONLY
To be
To be To be To be Completed
Completed Completed Completed Only
by the by the Only by by
Soliciting Soliciting Exchange Exchange
Dealer Dealer Agent Agent
Fee
Number of Number of $.25
Beneficial Shares VOI Ticket Shares per
Owners Tendered Number* Accepted Share
------ -------- ------- -------- -----
Beneficial
Owner No.1
Beneficial
Owner No.2
Beneficial
Owner No.3
Beneficial
Owner No.4
Beneficial
Owner No.5
Total
______________
* Complete if Depositary Shares delivered by book-entry
transfer.
All questions as to the validity, form and eligibility
(including time of receipt) of Notices of Solicited Tenders will
be determined by the Exchange Agent, in its sole discretion,
which determination will be final and binding. Neither the
Exchange Agent nor any other person will be under any duty to
give notification of any defects or irregularities in any Notice
of Solicited Tenders or incur any liability for failure to give
such notification.
The undersigned hereby confirms that: (i) it has complied
with the applicable requirements of the Securities Exchange Act
of 1934, and the applicable rules and regulations thereunder, in
connection with such solicitation; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions
of the Prospectus; (iii) in soliciting tenders of Depositary
Shares, it has used no soliciting materials other than those
furnished by the Company; and (iv) if it is a foreign broker or
dealer not eligible for membership in the NASD, it has agreed to
conform to the NASD's Rules of Fair Practice in making
solicitations outside the United States to the same extent as
though it were an NASD member.
________________________________________
(Name of Firm)
________________________________________
(Authorized Signature)
________________________________________
(Area Code and Telephone Number)
________________________________________
(Address)
________________________________________
(City, State, Zip Code)
________________________________________
(Attention)
Date: __________________
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF
TRANSMITTAL.
TEXAS UTILITIES ELECTRIC COMPANY
OFFER TO EXCHANGE FOR ANY OR ALL OF ITS
5,000,000
$2.05 Depositary Shares,
each representing 1/4 share of
$8.20 Cumulative Preferred Stock
either
TU ELECTRIC CAPITAL II or Cash
9.00% Trust Originated Preferred in the amount of $26.50
Securities(SM) (TOPrS(SM))
(liquidation preference $25.00 per
Preferred Security and guaranteed to
the extent set forth in the Prospectus
by Texas Utilities Electric Company)
November 7, 1995
To Our Clients:
Enclosed for your consideration are the Prospectus dated
November 7, 1995 (the "Prospectus") and the related Letter of
Transmittal (which together constitute the "Offer") in connection
with the Offer by Texas Utilities Electric Company (the
"Company") to exchange any and all of its $2.05 Depositary
Shares, each representing 1/4 share of $8.20 Cumulative Preferred
Stock (the "Depositary Shares"), that are validly tendered and
accepted for exchange pursuant to the Offer for either 9.00%
Trust Originated Preferred Securities (TOPrS)(the "Preferred
Securities") of TU Electric Capital II (the "Trust") or for cash
in the amount per Depositary Share specified above. In
connection with the Offer, the Company will deposit in the Trust
as trust assets its 9.00% Junior Subordinated Debentures due 2030
as set forth in the Prospectus.
We are the holder of record of Depositary Shares held for your
account. A tender of such Depositary Shares can be made only by
us as the holder of record and pursuant to your instructions.
The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Depositary
Shares held by us for your account.
We request instructions as to whether you wish us to tender
any or all of the Depositary Shares held by us for your account,
and as to whether you wish to receive Preferred Securities or
cash, upon the terms and subject to the conditions set forth in
the Prospectus and the Letter of Transmittal. We also request
that you designate, in the box captioned "Soliciting Tenders",
any Soliciting Dealer who solicited your tender of Depositary
Shares.
Your attention is invited to the following:
1. The Offer and withdrawal rights expire at 12:00 Midnight,
New York City time, on December 6, 1995, unless the Offer is
extended.
2. The Company expressly reserves the right to (i) extend,
amend or modify the terms of the Offer with respect to the
Depositary Shares in any manner and (ii) withdraw or terminate
the Offer with respect to the Depositary Shares and not accept
for exchange any Depositary Shares, at any time prior to the
Expiration Date with respect to the Depositary Shares for any
reason, including (without limitation) if fewer than 100,000
Depositary Shares would remain outstanding upon acceptance of
those tendered in the Offer (which condition may be waived by the
Company). Any amendment applicable to the Offer will apply to
all Depositary Shares tendered pursuant to the Offer. The
minimum period during which the Offer must remain open following
material changes in the terms of the Offer or the information
concerning the Offer, other than a change in the percentage of
securities sought or the price, depends upon the facts and
circumstances, including the relative materiality of such terms
or information. See THE EXCHANGE OFFER "Expiration Date;
Extensions; Amendments; Termination" in the Prospectus.
3. Any stock transfer taxes applicable to the exchange of
Depositary Shares pursuant to the Offer will be paid by the
Company, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
--------------------
(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
<PAGE>
Please note that a Questions and Answers booklet is enclosed
for your information.
If you wish to have us tender any or all of your Depositary
Shares, please so instruct us by completing, executing, detaching
and returning to us the instruction form on the detachable part
hereof. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Depositary Shares, all
such Depositary Shares will be tendered unless otherwise
specified on the detachable part hereof. Your instructions
should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the Expiration Date.
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF DEPOSITARY SHARES
IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS
OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF
WHICH REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF
THE TRUST BY MERRILL LYNCH & CO., GOLDMAN, SACHS & CO.,
LEHMAN BROTHERS INC. AND SMITH BARNEY INC. OR ONE OR MORE
REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.
Instructions with Respect to the Offer
The undersigned acknowledge(s) receipt of your letter and the
enclosed Prospectus dated November 7, 1995 and the related Letter
of Transmittal in connection with the Offer by the Company to
exchange Preferred Securities or cash for Depositary Shares that
are validly tendered and accepted for exchange.
This will instruct you to tender the number of Depositary
Shares indicated below held by you for the account of the
undersigned, upon the terms and subject to the conditions set
forth in the Prospectus and the related Letter of Transmittal.
Preferred Securities Tender
[ ] By checking this box, all Depositary Shares held by you
for our account will be tendered in the Offer in exchange
for Preferred Securities. If fewer than all Depositary
Shares are to be so tendered, we have checked the box and
indicated below the aggregate number of Depositary Shares
to be tendered by you. _______________shares(1)
Cash Tender
[ ] By checking this box, all Depositary Shares held by you
for our account, will be tendered in the Offer in
exchange for cash. If fewer than all Depositary Shares
are to be so tendered, we have checked the box and
indicated below the aggregate number of Depositary Shares
to be tendered by you. _______________shares(1)
----------------------
1. Unless otherwise indicated, it will be assumed that all
Depositary Shares held by us for your account are to be so
tendered.
<PAGE>
Please designate in the box below any Soliciting Dealer who
solicited your tender.
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who
solicited and obtained this tender is:
----------------------------------------------------------------
Name of Firm: ______________________________________________
(Please Print)
Name of Individual Broker or
Financial Consultant: _____________________________________
Identification Number (if known): __________________________
Address: ___________________________________________________
____________________________________________________________
(Include Zip Code)
----------------------------------------------------------------
SIGN HERE
______________________________ ____________________________
Signature(s)
______________________________ ____________________________
______________________________ ____________________________
______________________________ ____________________________
Please print name(s) and
address(es) here
Dated: _________________
TEXAS UTILITIES ELECTRIC COMPANY
OFFER TO EXCHANGE FOR ANY OR ALL OF ITS
6,613,700
$1.805 Depositary Shares, Series B,
each representing 1/4 share of
$7.22 Cumulative Preferred Stock
either
TU ELECTRIC CAPITAL I or Cash Only
8.25% Trust Originated Preferred in the amount of $27.25
Securities(SM) (TOPrS(SM))
(liquidation preference $25.00 per
Preferred Security
and guaranteed to the extent set forth
in the Prospectus
by Texas Utilities Electric Company)
plus $2.25 in cash
November 7, 1995
To Our Clients:
Enclosed for your consideration are the Prospectus dated
November 7, 1995 (the "Prospectus") and the related Letter of
Transmittal (which together constitute the "Offer") in connection
with the Offer by Texas Utilities Electric Company (the
"Company") to exchange any and all of its $1.805 Depositary
Shares, each representing 1/4 share of $7.22 Cumulative Preferred
Stock (the "Depositary Shares"), that are validly tendered and
accepted for exchange pursuant to the Offer for either 8.25%
Trust Originated Preferred Securities (TOPrS)(the "Preferred
Securities") of TU Electric Capital I (the "Trust") plus a cash
component in the amount per Depositary Share specified above or
for cash only in the amount per Depositary Share specified above.
In connection with the Offer, the Company will deposit in the
Trust as trust assets its 8.25% Junior Subordinated Debentures
due 2030 as set forth in the Prospectus.
We are the holder of record of Depositary Shares held for your
account. A tender of such Depositary Shares can be made only by
us as the holder of record and pursuant to your instructions.
The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Depositary
Shares held by us for your account.
We request instructions as to whether you wish us to tender
any or all of the Depositary Shares held by us for your account,
and as to whether you wish to receive Preferred Securities plus a
cash component or cash only, upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of
Transmittal. We also request that you designate, in the box
captioned "Soliciting Tenders", any Soliciting Dealer who
solicited your tender of Depositary Shares.
Your attention is invited to the following:
1. The Offer and withdrawal rights expire at 12:00 Midnight,
New York City time, on December 6, 1995, unless the Offer is
extended.
2. The Company expressly reserves the right to (i) extend,
amend or modify the terms of the Offer with respect to the
Depositary Shares in any manner and (ii) withdraw or terminate
the Offer with respect to the Depositary Shares and not accept
for exchange any Depositary Shares, at any time prior to the
Expiration Date with respect to the Depositary Shares for any
reason, including (without limitation) if fewer than 100,000
Depositary Shares would remain outstanding upon acceptance of
those tendered in the Offer (which condition may be waived by the
Company). Any amendment applicable to the Offer will apply to
all Depositary Shares tendered pursuant to the Offer. The
minimum period during which the Offer must remain open following
material changes in the terms of the Offer or the information
concerning the Offer, other than a change in the percentage of
securities sought or the price, depends upon the facts and
circumstances, including the relative materiality of such terms
or information. See THE EXCHANGE OFFER - "Expiration Date;
Extensions; Amendments; Termination" in the Prospectus.
______________________
(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
<PAGE>
3. Any stock transfer taxes applicable to the exchange of
Depositary Shares pursuant to the Offer will be paid by the
Company, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
Please note that a Questions and Answers booklet is enclosed
for your information.
If you wish to have us tender any or all of your Depositary
Shares, please so instruct us by completing, executing, detaching
and returning to us the instruction form on the detachable part
hereof. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Depositary Shares, all
such Depositary Shares will be tendered unless otherwise
specified on the detachable part hereof. Your instructions
should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the Expiration Date.
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF DEPOSITARY SHARES
IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS
OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF
WHICH REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF
THE TRUST BY MERRILL LYNCH & CO., GOLDMAN, SACHS & CO.,
LEHMAN BROTHERS INC. AND SMITH BARNEY INC. OR ONE OR MORE
REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.
Instructions with Respect to the Offer
The undersigned acknowledge(s) receipt of your letter and the
enclosed Prospectus dated November 7, 1995 and the related Letter
of Transmittal in connection with the Offer by the Company to
exchange Preferred Securities plus a cash component or cash only
for Depositary Shares that are validly tendered and accepted for
exchange.
This will instruct you to tender the number of Depositary
Shares indicated below held by you for the account of the
undersigned, upon the terms and subject to the conditions set
forth in the Prospectus and the related Letter of Transmittal.
Preferred Securities Tender
[ ] By checking this box, all Depositary Shares held by you
for our account will be tendered in the Offer in exchange
for Preferred Securities plus a cash component. If fewer
than all Depositary Shares are to be so tendered, we have
checked the box and indicated below the aggregate number
of Depositary Shares to be tendered by you.
_______________shares(1)
Cash Only Tender
[ ] By checking this box, all Depositary Shares held by you
for our account, will be tendered in the Offer in
exchange for cash only. If fewer than all Depositary
Shares are to be so tendered, we have checked the box and
indicated below the aggregate number of Depositary Shares
to be tendered by you. _______________shares(1)
____________________
1. Unless otherwise indicated, it will be assumed that all
Depositary Shares held byy us for your account are to be so
tendered.
<PAGE>
Please designate in the box below any Soliciting Dealer who
solicited your tender.
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who
solicited and obtained this tender is:
---------------------------------------------------------------
Name of Firm: ______________________________________________
(Please Print)
Name of Individual Broker or
Financial Consultant: _____________________________________
Identification Number (if known): __________________________
Address: ___________________________________________________
____________________________________________________________
(Include Zip Code)
SIGN HERE
______________________________ ____________________________
Signature(s)
______________________________ ____________________________
______________________________ ____________________________
______________________________ ____________________________
Please print name(s) and
address(es) here
Dated: _________________
TEXAS UTILITIES ELECTRIC COMPANY
OFFER TO EXCHANGE FOR ANY OR ALL OF ITS
7,659,300
$1.875 Depositary Shares,
each representing 1/4 share of
$7.50 Cumulative Preferred Stock
either
TU ELECTRIC CAPITAL I or Cash Only
8.25% Trust Originated Preferred in the amount of $27.50
Securities(SM) (TOPrS(SM))
(liquidation preference $25.00 per
Preferred Security
and guaranteed to the extent set forth
in the Prospectus
by Texas Utilities Electric Company)
plus $2.50 in cash
November 7, 1995
To Our Clients:
Enclosed for your consideration are the Prospectus dated
November 7, 1995 (the "Prospectus") and the related Letter of
Transmittal (which together constitute the "Offer") in connection
with the Offer by Texas Utilities Electric Company (the
"Company") to exchange any and all of its $1.875 Depositary
Shares, each representing 1/4 share of $7.50 Cumulative Preferred
Stock (the "Depositary Shares"), that are validly tendered and
accepted for exchange pursuant to the Offer for either 8.25%
Trust Originated Preferred Securities (TOPrS)(the "Preferred
Securities") of TU Electric Capital I (the "Trust") plus a cash
component in the amount per Depositary Share specified above or
for cash only in the amount per Depositary Share specified above.
In connection with the Offer, the Company will deposit in the
Trust as trust assets its 8.25% Junior Subordinated Debentures
due 2030 as set forth in the Prospectus.
We are the holder of record of Depositary Shares held for your
account. A tender of such Depositary Shares can be made only by
us as the holder of record and pursuant to your instructions.
The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Depositary
Shares held by us for your account.
We request instructions as to whether you wish us to tender
any or all of the Depositary Shares held by us for your account,
and as to whether you wish to receive Preferred Securities plus a
cash component or cash only, upon the terms and subject to the
conditions set forth in the Prospectus and the Letter of
Transmittal. We also request that you designate, in the box
captioned "Soliciting Tenders", any Soliciting Dealer who
solicited your tender of Depositary Shares.
Your attention is invited to the following:
1. The Offer and withdrawal rights expire at 12:00 Midnight,
New York City time, on December 6, 1995, unless the Offer is
extended.
2. The Company expressly reserves the right to (i) extend,
amend or modify the terms of the Offer with respect to the
Depositary Shares in any manner and (ii) withdraw or terminate
the Offer with respect to the Depositary Shares and not accept
for exchange any Depositary Shares, at any time prior to the
Expiration Date with respect to the Depositary Shares for any
reason, including (without limitation) if fewer than 100,000
Depositary Shares would remain outstanding upon acceptance of
those tendered in the Offer (which condition may be waived by the
Company). Any amendment applicable to the Offer will apply to
all Depositary Shares tendered pursuant to the Offer. The
minimum period during which the Offer must remain open following
material changes in the terms of the Offer or the information
concerning the Offer, other than a change in the percentage of
securities sought or the price, depends upon the facts and
circumstances, including the relative materiality of such terms
or information. See THE EXCHANGE OFFER - "Expiration Date;
Extensions; Amendments; Termination" in the Prospectus.
___________________
(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
<PAGE>
3. Any stock transfer taxes applicable to the exchange of
Depositary Shares pursuant to the Offer will be paid by the
Company, except as otherwise provided in Instruction 6 of the
Letter of Transmittal.
Please note that a Questions and Answers booklet is enclosed
for your information.
If you wish to have us tender any or all of your Depositary
Shares, please so instruct us by completing, executing, detaching
and returning to us the instruction form on the detachable part
hereof. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Depositary Shares, all
such Depositary Shares will be tendered unless otherwise
specified on the detachable part hereof. Your instructions
should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the Expiration Date.
THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF DEPOSITARY SHARES
IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS
OF SUCH JURISDICTION. IN THOSE JURISDICTIONS THE LAWS OF
WHICH REQUIRE THAT THE OFFER BE MADE BY A LICENSED BROKER OR
DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF
THE TRUST BY MERRILL LYNCH & CO., GOLDMAN, SACHS & CO.,
LEHMAN BROTHERS INC. AND SMITH BARNEY INC. OR ONE OR MORE
REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF
SUCH JURISDICTION.
Instructions with Respect to the Offer
The undersigned acknowledge(s) receipt of your letter and the
enclosed Prospectus dated November 7, 1995 and the related Letter
of Transmittal in connection with the Offer by the Company to
exchange Preferred Securities plus a cash component or cash only
for Depositary Shares that are validly tendered and accepted for
exchange.
This will instruct you to tender the number of Depositary
Shares indicated below held by you for the account of the
undersigned, upon the terms and subject to the conditions set
forth in the Prospectus and the related Letter of Transmittal.
Preferred Securities Tender
[ ] By checking this box, all Depositary Shares held by you
for our account will be tendered in the Offer in exchange
for Preferred Securities plus a cash component. If fewer
than all Depositary Shares are to be so tendered, we have
checked the box and indicated below the aggregate number
of Depositary Shares to be tendered by you.
_______________shares(1)
Cash Only Tender
[ ] By checking this box, all Depositary Shares held by you
for our account, will be tendered in the Offer in
exchange for cash only. If fewer than all Depositary
Shares are to be so tendered, we have checked the box and
indicated below the aggregate number of Depositary Shares
to be tendered by you. _______________shares(1)
___________________
1. Unless otherwise indicated, it will be assumed that all
Depositary Shares held by us for your account are to be so
tendered.
<PAGE>
Please designate in the box below any Soliciting Dealer who
solicited your tender.
SOLICITED TENDERS
The undersigned represents that the Soliciting Dealer who
solicited and obtained this tender is:
----------------------------------------------------------------
Name of Firm: ______________________________________________
(Please Print)
Name of Individual Broker or
Financial Consultant: _____________________________________
Identification Number (if known): __________________________
Address: ___________________________________________________
____________________________________________________________
(Include Zip Code)
----------------------------------------------------------------
SIGN HERE
______________________________ ____________________________
Signature(s)
______________________________ ____________________________
______________________________ ____________________________
______________________________ ____________________________
Please print name(s) and
address(es) here
Dated: _________________
NOTICE OF GUARANTEED DELIVERY
This form, or a form substantially equivalent to this form,
must be used to accept the Offer (as defined below) if (i)
certificates for shares of $2.05 Depositary Shares each
representing 1/4 share of $8.20 Cumulative Preferred Stock (the
"Depositary Shares") of Texas Utilities Electric Company (the
"Company") cannot be delivered to the Exchange Agent by the
Expiration Date (as defined in the Prospectus of the Company and
TU Electric Capital II dated November 7, 1995 (the
"Prospectus")), (ii) the procedure for book-entry transfer of
Depositary Shares (as set forth in the Prospectus) cannot be
completed by the Expiration Date or (iii) the Letter of
Transmittal (or a facsimile thereof) and all other required
documents cannot be delivered to the Exchange Agent prior to the
Expiration Date. This form, properly completed and duly executed,
may be delivered by hand or facsimile transmission or mail to the
Exchange Agent. See the Prospectus.
To: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C., as Exchange Agent
By Overnight Courier:
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
85 Challenger Road
Ridgefield Park, New Jersey 07660
By Hand:
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
120 Broadway
13th Floor
New York, New York 10271
By Mail:
(registered, insured mail recommended)
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
P.O. Box 817
Midtown Station
New York, New York 10018
By Facsimile Transmission:
(For Eligible Institutions Only)
(201) 296-4293
Confirm Receipt of Notice of Guaranteed Delivery
By Telephone:
(201) 296-4209
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Texas Utilities Electric
Company, upon the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal (which
constitute the "Offer"), receipt of which is hereby acknowledged,
the number of Depositary Shares set forth below, pursuant to the
guaranteed delivery procedure set forth in the Prospectus.
SIGN HERE
Number of Depositary
Shares tendered: ________________ X______________________
__________________________________ X_______________________
(Signature(s))
Certificate Nos. (if available)
________________________
(Name(s)) (Please Print)
____________________________ _________________________
(Address)
____________________________ _________________________
(Zip Code)
________________________
(Area Code and Telephone No.)
If Depositary Shares will be tendered by
book-entry transfer:
Name of Tendering Institution: _______________
______________________________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depositary Trust Company
[ ] Philadelphia Depositary Trust Company
[ ] Midwest Securities Trust Company
Account No.
______________________________________
<PAGE>
----------------------------------------------------------------
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered
national securities exchange or the National Association of
Securities Dealers, Inc., or a commercial bank or trust company
having an office branch or agency in the United States,
guarantees (a) that the above named person(s) "own(s)" the
Depositary Shares tendered hereby within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended, (b)
that such tender of Depositary Shares complies with Rule 14e-4
and (c) to deliver to the Exchange Agent either the Depositary
Shares tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of the Depositary Shares
tendered hereby into the account of the Exchange Agent at The
Depository Trust Company, Midwest Securities Trust Company or
Philadelphia Depository Trust Company, in each case together
with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required
signature guarantees (or an Agent's message (as defined in the
Prospectus)) and any other required documents within three New
York Stock Exchange trading days after the date of execution
of this Notice.
Name of Firm _______________________________________________
Authorized Signature _______________________________________
Name _______________________________________________________
Address ____________________________________________________
Zip Code ___________________________________________________
Area Code and Telephone No. ________________________________
Dated _______________________, 1995
----------------------------------------------------------------
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF
TRANSMITTAL.
NOTICE OF GUARANTEED DELIVERY
This form, or a form substantially equivalent to this form,
must be used to accept the Offer (as defined below) if (i)
certificates for shares of $1.805 Depositary Shares each
representing 1/4 share of $7.22 Cumulative Preferred Stock (the
"Depositary Shares") of Texas Utilities Electric Company (the
"Company") cannot be delivered to the Exchange Agent by the
Expiration Date (as defined in the Prospectus of the Company and
TU Electric Capital I dated November 7, 1995 (the "Prospectus")),
(ii) the procedure for book-entry transfer of Depositary Shares
(as set forth in the Prospectus) cannot be completed by the
Expiration Date or (iii) the Letter of Transmittal (or a
facsimile thereof) and all other required documents cannot be
delivered to the Exchange Agent prior to the Expiration Date.
This form, properly completed and duly executed, may be delivered
by hand or facsimile transmission or mail to the Exchange Agent.
See the Prospectus.
To: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C., as Exchange
Agent
By Overnight Courier:
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
85 Challenger Road
Ridgefield Park, New Jersey 07660
By Hand:
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
120 Broadway
13th Floor
New York, New York 10271
By Mail:
(registered, insured mail recommended)
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
P.O. Box 817
Midtown Station
New York, New York 10018
By Facsimile Transmission:
(For Eligible Institutions Only)
(201) 296-4293
Confirm Receipt of Notice of Guaranteed Delivery
By Telephone:
(201) 296-4209
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Texas Utilities Electric
Company, upon the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal (which
constitute the "Offer"), receipt of which is hereby acknowledged,
the number of Depositary Shares set forth below, pursuant to the
guaranteed delivery procedure set forth in the Prospectus.
SIGN HERE
Number of
Depositary Shares
tendered:_____________________ X___________________________
______________________________ X___________________________
(Signature(s))
Certificate Nos. (if available) ____________________________
(Name(s)) (Please Print)
______________________________ ____________________________
(Address)
______________________________ ____________________________
(Zip Code)
______________________________ ____________________________
(Area Code and Telephone No.)
If Depositary Shares will be tendered by
book-entry transfer:
Name of Tendering Institution: _________
________________________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depositary Trust Company
[ ] Philadelphia Depositary Trust Company
[ ] Midwest Securities Trust Company
Account No.
________________________________________
<PAGE>
----------------------------------------------------------------
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered
national securities exchange or the National Association of
Securities Dealers, Inc., or a commercial bank or trust company
having an office branch or agency in the United States,
guarantees (a) that the above named person(s) "own(s)" the
Depositary Shares tendered hereby within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended, (b)
that such tender of Depositary Shares complies with Rule 14e-4
and (c) to deliver to the Exchange Agent either the Depositary
Shares tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of the Depositary Shares
tendered hereby into the account of the Exchange Agent at The
Depository Trust Company, Midwest Securities Trust Company or
Philadelphia Depository Trust Company, in each case together
with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required
signature guarantees (or an Agent's message (as defined in the
Prospectus)) and any other required documents within three New
York Stock Exchange trading days after the date of execution
of this Notice.
Name of Firm _______________________________________________
Authorized Signature _______________________________________
Name _______________________________________________________
Address ____________________________________________________
Zip Code ___________________________________________________
Area Code and Telephone No. ________________________________
Dated _______________________, 1995
----------------------------------------------------------------
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF
TRANSMITTAL.
NOTICE OF GUARANTEED DELIVERY
This form, or a form substantially equivalent to this form,
must be used to accept the Offer (as defined below) if (i)
certificates for shares of $1.875 Depositary Shares each
representing 1/4 share of $7.50 Cumulative Preferred Stock (the
"Depositary Shares") of Texas Utilities Electric Company (the
"Company") cannot be delivered to the Exchange Agent by the
Expiration Date (as defined in the Prospectus of the Company and
TU Electric Capital I dated November 7, 1995 (the "Prospectus")),
(ii) the procedure for book-entry transfer of Depositary Shares
(as set forth in the Prospectus) cannot be completed by the
Expiration Date or (iii) the Letter of Transmittal (or a
facsimile thereof) and all other required documents cannot be
delivered to the Exchange Agent prior to the Expiration Date.
This form, properly completed and duly executed, may be delivered
by hand or facsimile transmission or mail to the Exchange Agent.
See the Prospectus.
To: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C., as Exchange
Agent
By Overnight Courier:
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
85 Challenger Road
Ridgefield Park, New Jersey 07660
By Hand:
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
120 Broadway
13th Floor
New York, New York 10271
By Mail:
(registered, insured mail recommended)
Chemical Mellon Shareholder Services, L.L.C.
Reorganization Department
P.O. Box 817
Midtown Station
New York, New York 10018
By Facsimile Transmission:
(For Eligible Institutions Only)
(201) 296-4293
Confirm Receipt of Notice of Guaranteed Delivery
By Telephone
(201) 296-4209
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Texas Utilities Electric
Company, upon the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal (which
constitute the "Offer"), receipt of which is hereby acknowledged,
the number of Depositary Shares set forth below, pursuant to the
guaranteed delivery procedure set forth in the Prospectus.
SIGN HERE
Number of
Depositary Shares
tendered:_____________________ X___________________________
______________________________ X___________________________
(Signature(s))
Certificate Nos. (if available) ____________________________
(Name(s)) (Please Print)
______________________________ ____________________________
(Address)
______________________________ ____________________________
(Zip Code)
______________________________ ____________________________
(Area Code and Telephone No.)
If Depositary Shares will be tendered by
book-entry transfer:
Name of Tendering Institution: _________
________________________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depositary Trust Company
[ ] Philadelphia Depositary Trust Company
[ ] Midwest Securities Trust Company
Account No.
________________________________________
<PAGE>
----------------------------------------------------------------
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm that is a member of a registered
national securities exchange or the National Association of
Securities Dealers, Inc., or a commercial bank or trust company
having an office branch or agency in the United States,
guarantees (a) that the above named person(s) "own(s)" the
Depositary Shares tendered hereby within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended, (b)
that such tender of Depositary Shares complies with Rule 14e-4
and (c) to deliver to the Exchange Agent either the Depositary
Shares tendered hereby, in proper form for transfer, or
confirmation of the book-entry transfer of the Depositary Shares
tendered hereby into the account of the Exchange Agent at The
Depository Trust Company, Midwest Securities Trust Company or
Philadelphia Depository Trust Company, in each case together
with a properly completed and duly executed Letter(s) of
Transmittal (or facsimile(s) thereof), with any required
signature guarantees (or an Agent's message (as defined in the
Prospectus)) and any other required documents within three New
York Stock Exchange trading days after the date of execution
of this Notice.
Name of Firm _______________________________________________
Authorized Signature _______________________________________
Name _______________________________________________________
Address ____________________________________________________
Zip Code ___________________________________________________
Area Code and Telephone No. ________________________________
Dated _______________________, 1995
----------------------------------------------------------------
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM.
YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF
TRANSMITTAL.
LETTER OF TRANSMITTAL
To Tender $2.05 Depositary Shares (CUSIP 882850 48 0),
each representing 1/4 share of
$8.20 Cumulative Preferred Stock (the "Depositary Shares"),
of
Texas Utilities Electric Company (the "Company").
Pursuant to the offer by the Company to exchange
for the Depositary Shares
either
9.00% Trust Originated Preferred Securities(SM) ("TOPrS(SM)")
issued by TU Electric Capital II (the "Trust")
or
cash.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK
CITY TIME, ON DECEMBER 6, 1995, UNLESS THE OFFER IS EXTENDED.
The Exchange Agent for the Offer is:
Chemical Mellon Shareholder Services, L.L.C.
By Overnight Courier: By Mail:
(registered, insured mail
recommended)
Chemical Mellon Shareholder Chemical Mellon Shareholder
Services, L.L.C. Services, L.L.C.
Reorganization Department Reorganization Department
85 Challenger Road P.O. Box 817
Ridgefield Park, New Jersey 07660 Midtown Station
New York, New York 10018
By Hand:
By Facsimile: (201) 296-4293
Chemical Mellon Shareholder Confirm by Telephone:(201) 296-4209
Services, L.L.C.
Reorganization Department
120 Broadway
13th Floor
New York, New York 10271
______________
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service
marks of Merrill Lynch & Co.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
Subject to the terms and conditions set forth in the
Prospectus and herein, the Company will accept for exchange any
and all Depositary Shares validly tendered and not withdrawn.
This Letter of Transmittal is to be completed by holders of
Depositary Shares, either (i) if certificates for Depositary
Shares are to be forwarded herewith or (ii) unless an Agent's
Message (as defined in the accompanying Prospectus of the Company
and the Trust dated November 7, 1995 (as amended or supplemented
(including documents incorporated by reference), the
"Prospectus")) is utilized, if tenders of Depositary Shares are
to be made by book-entry transfer into the account of Chemical
Mellon Shareholder Services, L.L.C., as Exchange Agent (the
"Exchange Agent"), at The Depository Trust Company, Midwest
Securities Trust Company or Philadelphia Depository Trust Company
(together, the "Depository Institutions") pursuant to the
procedures described under THE EXCHANGE OFFER - "Procedures for
Tendering" in the Prospectus. Holders of Depositary Shares who
tender Depositary Shares by book-entry transfer are referred to
herein as "Book-Entry Shareholders."
Any holder of Depositary Shares who submits this Letter of
Transmittal and tenders Depositary Shares in accordance with the
instructions contained herein on or prior to the Expiration Date
(as defined in the Prospectus) will thereby have directed the
Company to deliver either, as specified below, 9.00% Trust
Originated Preferred Securities ("TOPrS") (the "Preferred
Securities") of the Trust or cash in exchange for such holder's
Depositary Shares as set forth in the Prospectus. Tenders of
Depositary Shares pursuant to this Letter of Transmittal are
subject to withdrawal as described in the Prospectus under the
caption THE EXCHANGE OFFER "Withdrawal of Tenders".
<PAGE>
----------------------------------------------------------------
DESCRIPTION OF DEPOSITARY SHARES TENDERED
FOR 9% TOPrS
----------------------------------------------------------------
Name(s) and Address(es)
of Registered Holder(s)
(Please fill in exactly Depositary Shares Tendered
as name(s) appear(s) (Attach additional
on certificate(s)) signed list if necessary
----------------------------------------------------------------
Total Number
of Shares
Represented Number of
Certificate by Shares
Number(s)* Certificates(s)* Tendered**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
--------------------------------------------
----------------------------------------------------------------
** Need not be completed by holders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all
Depositary Shares represented by any certificates delivered
to the Exchange Agent are being tendered. See Instruction
4.
----------------------------------------------------------------
DESCRIPTION OF DEPOSITARY SHARES TENDERED
FOR CASH
----------------------------------------------------------------
Name(s) and Address(es)
of Registered Holder(s)
(Please fill in exactly Depositary Shares Tendered
as name(s) appear(s) (Attach additional
on certificate(s)) signed list if necessary
----------------------------------------------------------------
Total Number
of Shares
Represented Number of
Certificate by Shares
Number(s)* Certificates(s)* Tendered**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
--------------------------------------------
----------------------------------------------------------------
** Need not be completed by holders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all
Depositary Shares represented by any certificates delivered
to the Exchange Agent are being tendered. See Instruction
4.
----------------------------------------------------------------
<PAGE>
[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S
ACCOUNT AT A DEPOSITORY INSTITUTION AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution_____________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
[ ] Midwest Securities Trust Company
Account No.________________________________________________
Transaction Code No._______________________________________
[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s) _____________________
Date of Execution of Notice of Guaranteed Delivery
__________________________________________________________
Name of Institution which Guaranteed Delivery
__________________________________________________________
If delivery is by book-entry transfer:
__________________________________________________________
Name of Tendering Institution ___________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
[ ] Midwest Securities Trust Company
Account No. _____________________________________________
Transaction Code No. ____________________________________
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 11)
The Company will pay to any Soliciting Dealer, as defined in
Instruction 11, a solicitation fee per Depositary Share validly
tendered and accepted for exchange pursuant to the Offer (as
herein defined).
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
N a m e o f F i r m :
_______________________________________________________________
(Please Print)
Name of Individual Broker or Financial Consultant:
_______________________________________________________________
Identification Number (if known):
_______________________________________________________________
A d d r e s s :
______________________________________________________________
______________________________________________________
(Include Zip Code)
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitations; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer; (iii) in soliciting tenders of
Depositary Shares, it has used no soliciting materials other than
those furnished by the Company; and (iv) if it is a foreign
broker or dealer not eligible for membership in the National
Association of Securities Dealers, Inc. (the "NASD"), it has
agreed to conform to the NASD's Rules of Fair Practice in making
solicitations outside the United States to the same extent as
though it were an NASD member.
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with a Depository Institution, the Soliciting Dealer must
return a Notice of Solicited Tenders to the Exchange Agent to
receive a solicitation fee.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR DEPOSITARY
SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Texas Utilities Electric
Company (the "Company") the above-described Depositary Shares,
pursuant to the offer by the Company to exchange for any and all
of its $2.05 Depositary Shares ("Depositary Shares") of the
Company, either Preferred Securities or cash upon the terms and
subject to the conditions set forth in the Prospectus, receipt of
which is hereby acknowledged, and in this Letter of Transmittal
(which, together with the Prospectus, constitute the "Offer").
Subject to and effective upon acceptance for exchange of the
Depositary Shares tendered herewith, the undersigned hereby
sells, exchanges, assigns and transfers to or upon the order of
the Company all right, title and interest in and to all the
Depositary Shares that are being tendered hereby and hereby
irrevocably constitutes and appoints the Exchange Agent as the
true and lawful agent and attorney-in-fact of the undersigned
with respect to such Depositary Shares, with full power of
substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver
certificates for such Depositary Shares or transfer ownership of
such Depositary Shares on the account books maintained by a
Depository Institution, together, in any such case, with all
accompanying evidences of transfer and authenticity, to the
Exchange Agent for the account of the Company, (b) present such
Depositary Shares for transfer on the books of the Company and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Depositary Shares, all in accordance
with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell,
exchange, assign and transfer the Depositary Shares tendered
hereby and to acquire the Preferred Securities, if any, issuable
upon the exchange of such tendered Depositary Shares and that,
when the undersigned's Depositary Shares are accepted for
exchange, the Company will acquire good and unencumbered title to
such shares of tendered Depositary Shares and the underlying
Preferred Stock, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or
desirable to complete the sale, exchange, assignment and transfer
of tendered Depositary Shares or transfer ownership of such
Depositary Shares.
All authority herein conferred or agreed to be conferred shall
survive the death, bankruptcy or incapacity of the undersigned
and every obligation of the undersigned hereunder shall be
binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of the undersigned. Except
as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Depositary Shares
pursuant to any one of the procedures described in THE EXCHANGE
OFFER - "Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute agreements between the
undersigned and the Company upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated under "Special Exchange and Payment
Instructions", please issue the check for any cash to be received
pursuant to the Offer and cause Preferred Securities to be
issued, and return any Depositary Shares not tendered for
exchange, in the name(s) of the undersigned (and, in the case of
Depositary Shares tendered by book-entry transfer, by credit to
the account at a Depository Institution). Similarly, unless
otherwise indicated under "Special Delivery Instructions", please
mail any certificates for Depositary Shares not tendered for
exchange (and accompanying documents, as appropriate), and any
certificates for Depositary Shares, to the undersigned at the
address shown below the undersigned's signature(s). If both
"Special Exchange and Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for any cash
to be received pursuant to the Offer and cause Preferred
Securities to be issued, and return any Depositary Shares not
tendered, in the name(s) of, and deliver any certificates for
such Depositary Shares to, the person(s) so indicated (and in the
case of Depositary Shares tendered by book-entry transfer, by
credit to the account at the Depository Institution so
indicated).
<PAGE>
----------------------------------------------------------------
SPECIAL EXCHANGE AND PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if check for any cash and certificates for
Preferred Securities are to be issued, or beneficial interests in
certificates representing Preferred Securities are to be
recorded, and certificates for Depositary Shares not tendered for
exchange are to be issued, in the name of someone other than the
undersigned.
Issue: check and certificates for Preferred Securities and
certificates for Depositary Shares in the name of:
Name ___________________________________________________________
(Please Print)
Address ________________________________________________________
(Zip Code)
Taxpayer Identification No.: ___________________________________
________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 7)
To be completed ONLY if certificates for Depositary Shares not
tendered and certificates for Preferred Securities are to be
mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown below the
undersigned's signature(s).
Mail: certificates for Depositary Shares and certificates for
Preferred Securities to:
Name ___________________________________________________________
(Please Print)
Address ________________________________________________________
(Zip Code)
----------------------------------------------------------------
SIGN HERE
(Please complete Substitute Form W-9 below)
>_______________________________________________________________
Signature(s) of Holder(s)
>_______________________________________________________________
Dated ____________________, 1995
Name(s) _______________________________________________________
(Please Print)
________________________________________________________________
Capacity (full title) _________________________________________
Address _______________________________________________________
(Include Zip Code)
________________________________________________________________
Area Code and Telephone No. ____________________________________
Taxpayer Identification No. ___________________________________
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the certificate(s) for Depositary Shares or on a
security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5).
----------------------------------------------------------------
<PAGE>
----------------------------------------------------------------
Guarantee of Signature(s)
(See Instructions 1 and 5)
Authorized Signature _______________________________________
Name _______________________________________________________
(Please Print)
Title ______________________________________________________
Address ____________________________________________________
(Include Zip Code)
Name of Firm _______________________________________________
Area Code and Telephone No. ________________________________
Dated ___________________________, 1995
----------------------------------------------------------------
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures.
-----------------------
No signature guarantee is required on this Letter of
Transmittal (i) if tendered Depositary Shares are registered
in the name(s) of the undersigned and the Preferred
Securities to be issued in exchange therefor are to be
issued (and any Depositary Shares not tendered are to be
returned) in the name of the registered holder(s) (which
term, for the purposes described herein, shall include any
participant in a Depository Institution whose name appears
on a security listing as the owner of Depositary Shares) and
(ii) such holder(s) have not completed the instruction
entitled "Special Exchange and Payment Instructions" or
"Special Delivery Instructions" on this Letter of
Transmittal. If the tendered Depositary Shares are
registered in the name(s) of someone other than the
undersigned or if the Preferred Securities to be issued in
exchange therefor are to be issued (or Depositary Shares not
tendered are to be returned) in the name of any other
person, such tendered Depositary Shares must be endorsed or
accompanied by written instruments of transfer in form
satisfactory to the Company and duly executed by the
registered holder, and the signature on the endorsement or
instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in
the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter
referred to as an "Eligible Institution"). See
Instruction 5.
2. Delivery of Letter of Transmittal and Depositary Shares.
-------------------------------------------------------
This Letter of Transmittal is to be completed by holders of
Depositary Shares either if certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedure for tender
by book-entry transfer set forth under THE EXCHANGE OFFER
"Procedures for Tendering" and "Book-Entry Transfer" in the
Prospectus.
Certificates for Depositary Shares, or timely confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of
such Depositary Shares into the Exchange Agent's account at
a Depository Institution, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and
duly executed, with any required signature guarantees, or an
Agent's Message in the case of a book-entry delivery, and
any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at one of its
addresses set forth herein prior to the Expiration Date.
If a holder of Depositary Shares desires to participate in
the Offer and time will not permit this Letter of
Transmittal or Depositary Shares to reach the Exchange Agent
before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may
be effected if the Exchange Agent has received at one of the
addresses set forth herein on or prior to the Expiration
Date, a letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of
the tendering Holder, the name(s) in which the Depositary
Shares are registered and, if the Depositary Shares are held
in certificated form, the certificate numbers of the
Depositary Shares to be tendered, and stating that the
tender is being made thereby and guaranteeing that within
three New York Stock Exchange, Inc. ("NYSE") trading days
after the date of execution of such letter, telegram or
facsimile transmission by the Eligible Institution, the
Depositary Shares in proper form for transfer together with
a properly completed and duly executed Letter of Transmittal
(and any other required documents), or a confirmation of
book-entry transfer of such Depositary Shares into the
Exchange Agent's account at a Depository Institution, will
be delivered by such Eligible Institution. Unless the
Depositary Shares being tendered by the above-described
method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a
properly completed Letter of Transmittal and any other
required documents) or a confirmation of book-entry transfer
of such Depositary Shares into the Exchange Agent's account
at a Depository Institution in accordance with such
Depositary Institution's Automated Tender Offer Program
("ATOP") procedures is received, the Company may, at its
option, reject the tender.
THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A DEPOSITORY
INSTITUTION, IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER. IF CERTIFICATES FOR DEPOSITARY SHARES ARE SENT
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be
accepted, and no fractional Depositary Shares will be
accepted for exchange. By executing this Letter of
Transmittal (or facsimile hereof), the tendering holder
waives any right to receive any notice of the acceptance of
the Depositary Shares for exchange.
3. Inadequate Space.
----------------
If the space provided herein is inadequate, the certificate
numbers and/or the number of Depositary Shares should be
listed on a separate signed schedule attached hereto.
4. Partial Tenders.
---------------
(Not applicable to Book-Entry Shareholders). If fewer than
all the Depositary Shares represented by any certificate
delivered to the Exchange Agent are to be tendered, fill in
the number of Depositary Shares which are to be tendered in
the appropriate box entitled "Number of Shares Tendered".
In such case, a new certificate for the remainder of the
Depositary Shares represented by the old certificate will be
sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this
Letter of Transmittal, as promptly as practicable following
the Expiration Date. All Depositary Shares represented by
certificates delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and
-----------------------------------------------------
Endorsements.
------------
If this Letter of Transmittal is signed by the registered
holder(s) of the Depositary Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement
or any change whatsoever.
If any of the Depositary Shares tendered hereby are held of
record by two or more persons, all such persons must sign
this Letter of Transmittal.
If any of the Depositary Shares tendered hereby are
registered in different names on different certificates, it
will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Depositary Shares tendered hereby, no
endorsements of certificates or separate stock powers are
required unless Preferred Securities issued in exchange
therefor are to be issued, or Depositary Shares not tendered
or not exchanged are to be returned, in the name of any
person other than the registered holder(s). Signatures on
any such certificates or stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other
than the registered holder(s) of the Depositary Shares
tendered hereby, certificates must be endorsed or
accompanied by appropriate stock powers, in either case,
signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificates for such Depositary Shares.
Signature(s) on any such certificates or stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock
power is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority
of such person so to act must be submitted.
6. Stock Transfer Taxes.
--------------------
The Company will pay all stock transfer taxes, if any,
applicable to the exchange of any Depositary Shares pursuant
to the Offer. If, however, certificates representing
Preferred Securities are to be delivered to, or Depositary
Shares not tendered or accepted for exchange, are to be
issued in the name of, any person other than the registered
holder of the Depositary Shares tendered or if a transfer
tax is imposed for any reason other than the exchange of
Depositary Shares pursuant to the Offer, then the amount of
any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
7. Special Exchange and Payment and Special Delivery
-------------------------------------------------
Instructions.
------------
If the check for any cash to be received pursuant to the
Offer and certificates representing Preferred Securities are
to be issued in the name of, and any Depositary Shares not
tendered are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or any
certificates for Preferred Securities and certificates for
Depositary Shares not tendered are to be mailed to someone
other than the person(s) signing this Letter of Transmittal
or to the person(s) signing this Letter of Transmittal at an
address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed.
8. Substitute Form W-9.
-------------------
Under the federal income tax laws, the Company or the Trust
may be required to withhold 31% of the amount of any
payments made to certain shareholders with respect to the
Depositary Shares or Preferred Securities. In order to
avoid such backup withholding, each tendering shareholder,
and, if applicable, each other payee, must provide such
shareholder's or payee's correct taxpayer identification
number and certify that such shareholder or payee is not
subject to such backup withholding by completing the
Substitute Form W-9 set forth above. In general, if a
shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such
individual. If the Company or the Trust is not provided
with the correct taxpayer identification numbers, the
shareholder or payee may be subject to a $50 penalty imposed
by the Internal Revenue Service. Certain shareholders or
payees (including, among others, all corporations and
certain foreign individual(s) are not subject to these
backup withholding and reporting requirements. In order to
satisfy the Company or the Trust that a foreign individual
qualifies as an exempt recipient, such shareholder or payee
must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. For further
information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to
obtain a taxpayer identification number if you do not have
one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the enclosed
Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
9. Waiver of Conditions.
--------------------
The conditions of the Offer may be waived by the Company
from time to time in accordance with, and subject to the
limitations described in, the Prospectus.
10. Requests for Assistance or Additional Copies.
--------------------------------------------
Requests for assistance or additional copies of the
Prospectus and this Letter of Transmittal may be obtained
from the Company or the Information Agent at their
respective addresses or telephone numbers set forth on the
back cover page.
11. Solicited Tenders.
-----------------
The Company will pay to a Soliciting Dealer (as defined
herein) a solicitation fee per Depositary Share validly
tendered and accepted for exchange pursuant to the Offer.
For purposes of this Instruction 11, "Soliciting Dealer"
includes (i) any broker or dealer in securities, including
the Dealer Manager in its capacity as a dealer or broker,
who is a member of any national securities exchange or of
the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD who agrees to conform to the NASD's
Rules of Fair Practice in soliciting tenders outside the
United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company, any one of whom
has solicited and obtained a tender pursuant to the Offer.
No such fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares registered in the name of such
Soliciting Dealer unless such Depositary Shares are held by
such Soliciting Dealer as nominee and such Depositary Shares
are being tendered for the benefit of one or more beneficial
owners identified on the Letter of Transmittal or on the
Notice of Solicited Tenders (included in the materials
provided to brokers and dealers). No solicitation fee shall
be payable to a Soliciting Dealer with respect to the tender
of Depositary Shares unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer
as such in the box captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with a Depository Institution, the Soliciting Dealer must
return a Notice of Solicited Tenders to the Exchange Agent within
three New York Stock Exchange trading days after the Expiration
Date in order to receive a solicitation fee. No solicitation fee
shall be payable to a Soliciting Dealer in respect of Depositary
Shares (i) beneficially owned by such Soliciting Dealer or (ii)
registered in the name of such Soliciting Dealer unless such
Depositary Shares are held by such Soliciting Dealer as nominee
and such Depositary Shares are being tendered for the benefit of
one or more beneficial owners identified on the Letter of
Transmittal or the Notice of Solicited Tenders. No solicitation
fee shall be payable to the Soliciting Dealer with respect to the
tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.
<PAGE>
----------------------------------------------------------------
Payer's Name: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
----------------------------------------------------------------
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer Identification Number (TIN) and
Certification
----------------------------------------------------------------
Part 1 PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW
----------------------------------------------------------------
Social Security Number OR Employer Identification Number
TIN ________________________________________________________
----------------------------------------------------------------
Name (Please Print) ________________________________________
Address ____________________________________________________
City ___________________ State _____________ Zip Code ______
----------------------------------------------------------------
Part 2
Awaiting TIN [ ]
----------------------------------------------------------------
Part 3 CERTIFICATION UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me
but I have mailed or delivered an application to receive a
TIN or intend to so in the near future).
(2) I am not subject to backup withholding either because I have
not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends or the IRS
has notified me that I am no longer subject to backup
withholding, and
(3) all other information provided on this form is true, correct
and complete.
----------------------------------------------------------------
SIGNATURE ________________________________ DATE ____________
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
----------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE
FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO
THE PREFERRED SECURITIES. PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9" FOR ADDITIONAL DETAILS.
<PAGE>
Texas Utilities Electric Company
1601 Bryan Street
Dallas, Texas 75201
(214) 812-4600
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
20th Floor
New York, New York 10005
(212) 269-5550 (collect)
or
(800) 697-6974 (Toll Free)
The Dealer Managers for the Offer are:
Merrill Lynch & Co.
World Financial Center
South Tower
New York, New York 10281
(212) 236-4565 (collect)
Goldman, Sachs & Co. Lehman Brothers Inc. Smith Barney Inc.
85 Broad Street 3 World Financial 388 Greenwich Street
New York, New York Center New York, New York
10004 New York New York (800) 813-3754
(800) 828-3182 10285 (Toll Free)
(Toll Free) (800) 438-3242
(Toll Free)
LETTER OF TRANSMITTAL
To Tender $1.805 Depositary Shares (CUSIP 882850 41 5), Series B,
each representing 1/4 share of
$7.22 Cumulative Preferred Stock (the "Depositary Shares"),
of
Texas Utilities Electric Company (the "Company").
Pursuant to the offer by the Company to exchange
for the Depositary Shares
either
8.25% Trust Originated Preferred Securities(SM) ("TOPrS(SM)")
issued by TU Electric Capital I (the "Trust")
plus a cash component
or
cash only.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK
CITY TIME, ON DECEMBER 6, 1995, UNLESS THE OFFER IS EXTENDED.
The Exchange Agent for the Offer is:
Chemical Mellon Shareholder Services, L.L.C.
By Overnight Courier: By Mail:
(registered, insured mail
recommended)
Chemical Mellon Shareholder Chemical Mellon Shareholder
Services, L.L.C. Services, L.L.C.
Reorganization Department Reorganization Department
85 Challenger Road P.O. Box 817
Ridgefield Park, New Jersey 07660 Midtown Station
New York, New York 10018
By Hand:
By Facsimile: (201) 296-4293
Chemical Mellon Shareholder
Services, L.L.C. Confirm by Telephone: (201) 296-4209
Reorganization Department
120 Broadway
13th Floor
New York, New York 10271
___________
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service
marks of Merrill Lynch & Co.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
Subject to the terms and conditions set forth in the
Prospectus and herein, the Company will accept for exchange any
and all Depositary Shares validly tendered and not withdrawn.
This Letter of Transmittal is to be completed by holders of
Depositary Shares, either (i) if certificates for Depositary
Shares are to be forwarded herewith or (ii) unless an Agent's
Message (as defined in the accompanying Prospectus of the Company
and the Trust dated November 7, 1995 (as amended or supplemented
(including documents incorporated by reference), the
"Prospectus")) is utilized, if tenders of Depositary Shares are
to be made by book-entry transfer into the account of Chemical
Mellon Shareholder Services, L.L.C., as Exchange Agent (the
"Exchange Agent"), at The Depository Trust Company, Midwest
Securities Trust Company or Philadelphia Depository Trust Company
(together, the "Depository Institutions") pursuant to the
procedures described under THE EXCHANGE OFFER - "Procedures for
Tendering" in the Prospectus. Holders of Depositary Shares who
tender Depositary Shares by book-entry transfer are referred to
herein as "Book-Entry Shareholders."
Any holder of Depositary Shares who submits this Letter of
Transmittal and tenders Depositary Shares in accordance with the
instructions contained herein on or prior to the Expiration Date
(as defined in the Prospectus) will thereby have directed the
Company to deliver either, as specified below, 8.25% Trust
Originated Preferred Securities ("TOPrS") (the "Preferred
Securities") of the Trust plus a cash component or cash only in
exchange for such holder's Depositary Shares as set forth in the
Prospectus. Tenders of Depositary Shares pursuant to this Letter
of Transmittal are subject to withdrawal as described in the
Prospectus under the caption THE EXCHANGE OFFER "Withdrawal of
Tenders".
<PAGE>
----------------------------------------------------------------
DESCRIPTION OF DEPOSITARY SHARES TENDERED
FOR 8.25% TOPrS PLUS A CASH COMPONENT
----------------------------------------------------------------
Name(s) and Address(es)
of Registered Holder(s)
(Please fill in exactly Depositary Shares Tendered
as name(s) appear(s) (Attach additional
on certificate(s)) signed list if necessary
----------------------------------------------------------------
Total Number
of Shares
Represented Number of
Certificate by Shares
Number(s)* Certificates(s)* Tendered**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
--------------------------------------------
----------------------------------------------------------------
** Need not be completed by holders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all
Depositary Shares represented by any certificates delivered
to the Exchange Agent are being tendered. See Instruction
4.
----------------------------------------------------------------
DESCRIPTION OF DEPOSITARY SHARES TENDERED
FOR CASH ONLY
----------------------------------------------------------------
Name(s) and Address(es)
of Registered Holder(s)
(Please fill in exactly Depositary Shares Tendered
as name(s) appear(s) (Attach additional
on certificate(s)) signed list if necessary
----------------------------------------------------------------
Total Number
of Shares
Represented Number of
Certificate by Shares
Number(s)* Certificates(s)* Tendered**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
--------------------------------------------
----------------------------------------------------------------
** Need not be completed by holders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all
Depositary Shares represented by any certificates delivered
to the Exchange Agent are being tendered. See Instruction
4.
----------------------------------------------------------------
[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S
ACCOUNT AT A DEPOSITORY INSTITUTION AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution __________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
[ ] Midwest Securities Trust Company
Account No. ____________________________________________
Transaction Code No. ___________________________________
[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s) ____________________
Date of Execution of Notice of Guaranteed Delivery _____
Name of Institution which Guaranteed Delivery __________
If delivery is by book-entry transfer: ___________________
Name of Tendering Institution __________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
[ ] Midwest Securities Trust Company
Account No. ____________________________________________
Transaction Code No. ___________________________________
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 11)
The Company will pay to any Soliciting Dealer, as defined in
Instruction 11, a solicitation fee per Depositary Share validly
tendered and accepted for exchange pursuant to the Offer (as herein
defined).
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: _________________________________________________
(Please Print)
Name of Individual Broker or Financial Consultant: ____________
Identification Number (if known): _____________________________
Address: ______________________________________________________
_________________________________________________________
(Include Zip Code)
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with the
applicable requirements of the Securities Exchange Act of 1934, as
amended, and the applicable rules and regulations thereunder, in
connection with such solicitations; (ii) it is entitled to such
compensation for such solicitation under the terms and conditions of
the Offer; (iii) in soliciting tenders of Depositary Shares, it has
used no soliciting materials other than those furnished by the
Company; and (iv) if it is a foreign broker or dealer not eligible for
membership in the National Association of Securities Dealers, Inc.
(the "NASD"), it has agreed to conform to the NASD's Rules of Fair
Practice in making solicitations outside the United States to the
same extent as though it were an NASD member.
If tendered Depositary Shares are being delivered by book-entry
transfer made to an account maintained by the Exchange Agent with a
Depository Institution, the Soliciting Dealer must return a Notice of
Solicited Tenders to the Exchange Agent to receive a solicitation fee.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR DEPOSITARY SHARES
BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Texas Utilities Electric
Company (the "Company") the above-described Depositary Shares,
pursuant to the offer by the Company to exchange for any and all
of its $1.805 Depositary Shares ("Depositary Shares") of the
Company, either Preferred Securities plus a cash component or
cash only upon the terms and subject to the conditions set forth
in the Prospectus, receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Offer").
Subject to and effective upon acceptance for exchange of the
Depositary Shares tendered herewith, the undersigned hereby
sells, exchanges, assigns and transfers to or upon the order of
the Company all right, title and interest in and to all the
Depositary Shares that are being tendered hereby and hereby
irrevocably constitutes and appoints the Exchange Agent as the
true and lawful agent and attorney-in-fact of the undersigned
with respect to such Depositary Shares, with full power of
substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver
certificates for such Depositary Shares or transfer ownership of
such Depositary Shares on the account books maintained by a
Depository Institution, together, in any such case, with all
accompanying evidences of transfer and authenticity, to the
Exchange Agent for the account of the Company, (b) present such
Depositary Shares for transfer on the books of the Company and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Depositary Shares, all in accordance
with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell,
exchange, assign and transfer the Depositary Shares tendered
hereby and to acquire the Preferred Securities, if any, issuable
upon the exchange of such tendered Depositary Shares and that,
when the undersigned's Depositary Shares are accepted for
exchange, the Company will acquire good and unencumbered title to
such shares of tendered Depositary Shares and the underlying
Preferred Stock, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or
desirable to complete the sale, exchange, assignment and transfer
of tendered Depositary Shares or transfer ownership of such
Depositary Shares.
All authority herein conferred or agreed to be conferred shall
survive the death, bankruptcy or incapacity of the undersigned
and every obligation of the undersigned hereunder shall be
binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of the undersigned. Except
as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Depositary Shares
pursuant to any one of the procedures described in THE EXCHANGE
OFFER - "Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute agreements between the
undersigned and the Company upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated under "Special Exchange and Payment
Instructions", please issue the check for any cash to be received
pursuant to the Offer and cause Preferred Securities to be
issued, and return any Depositary Shares not tendered for
exchange, in the name(s) of the undersigned (and, in the case of
Depositary Shares tendered by book-entry transfer, by credit to
the account at a Depository Institution). Similarly, unless
otherwise indicated under "Special Delivery Instructions", please
mail any certificates for Depositary Shares not tendered for
exchange (and accompanying documents, as appropriate), and any
certificates for Depositary Shares, to the undersigned at the
address shown below the undersigned's signature(s). If both
"Special Exchange and Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for any cash
to be received pursuant to the Offer and cause Preferred
Securities to be issued, and return any Depositary Shares not
tendered, in the name(s) of, and deliver any certificates for
such Depositary Shares to, the person(s) so indicated (and in the
case of Depositary Shares tendered by book-entry transfer, by
credit to the account at the Depository Institution so
indicated).
<PAGE>
----------------------------------------------------------------
SPECIAL EXCHANGE AND PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if check for any cash and certificates for
Preferred Securities are to be issued, or beneficial interests in
certificates representing Preferred Securities are to be
recorded, and certificates for Depositary Shares not tendered for
exchange are to be issued, in the name of someone other than the
undersigned.
Issue: check and certificates for Preferred Securities and
certificates for Depositary Shares in the name of:
Name ___________________________________________________________
(Please Print)
Address ________________________________________________________
(Zip Code)
Taxpayer Identification No.: ___________________________________
________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 7)
To be completed ONLY if certificates for Depositary Shares not
tendered and certificates for Preferred Securities are to be
mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown below the
undersigned's signature(s).
Mail: certificates for Depositary Shares and certificates for
Preferred Securities to:
Name ___________________________________________________________
(Please Print)
Address ________________________________________________________
(Zip Code)
----------------------------------------------------------------
SIGN HERE
(Please complete Substitute Form W-9 below)
>_______________________________________________________________
Signature(s) of Holder(s)
>_______________________________________________________________
Dated ____________________, 1995
Name(s) _______________________________________________________
(Please Print)
________________________________________________________________
Capacity (full title) _________________________________________
Address _______________________________________________________
(Include Zip Code)
________________________________________________________________
Area Code and Telephone No. ____________________________________
Taxpayer Identification No. ___________________________________
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the certificate(s) for Depositary Shares or on a
security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5).
----------------------------------------------------------------
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures.
-----------------------
No signature guarantee is required on this Letter of
Transmittal (i) if tendered Depositary Shares are registered
in the name(s) of the undersigned and the Preferred
Securities to be issued in exchange therefor are to be
issued (and any Depositary Shares not tendered are to be
returned) in the name of the registered holder(s) (which
term, for the purposes described herein, shall include any
participant in a Depository Institution whose name appears
on a security listing as the owner of Depositary Shares) and
(ii) such holder(s) have not completed the instruction
entitled "Special Exchange and Payment Instructions" or
"Special Delivery Instructions" on this Letter of
Transmittal. If the tendered Depositary Shares are
registered in the name(s) of someone other than the
undersigned or if the Preferred Securities to be issued in
exchange therefor are to be issued (or Depositary Shares not
tendered are to be returned) in the name of any other
person, such tendered Depositary Shares must be endorsed or
accompanied by written instruments of transfer in form
satisfactory to the Company and duly executed by the
registered holder, and the signature on the endorsement or
instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in
the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter
referred to as an "Eligible Institution"). See
Instruction 5.
2. Delivery of Letter of Transmittal and Depositary Shares.
-------------------------------------------------------
This Letter of Transmittal is to be completed by holders of
Depositary Shares either if certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedure for tender
by book-entry transfer set forth under THE EXCHANGE OFFER
"Procedures for Tendering" and "Book-Entry Transfer" in the
Prospectus.
Certificates for Depositary Shares, or timely confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of
such Depositary Shares into the Exchange Agent's account at
a Depository Institution, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and
duly executed, with any required signature guarantees, or an
Agent's Message in the case of a book-entry delivery, and
any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at one of its
addresses set forth herein prior to the Expiration Date.
If a holder of Depositary Shares desires to participate in
the Offer and time will not permit this Letter of
Transmittal or Depositary Shares to reach the Exchange Agent
before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may
be effected if the Exchange Agent has received at one of the
addresses set forth herein on or prior to the Expiration
Date, a letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of
the tendering Holder, the name(s) in which the Depositary
Shares are registered and, if the Depositary Shares are held
in certificated form, the certificate numbers of the
Depositary Shares to be tendered, and stating that the
tender is being made thereby and guaranteeing that within
three New York Stock Exchange, Inc. ("NYSE") trading days
after the date of execution of such letter, telegram or
facsimile transmission by the Eligible Institution, the
Depositary Shares in proper form for transfer together with
a properly completed and duly executed Letter of Transmittal
(and any other required documents), or a confirmation of
book-entry transfer of such Depositary Shares into the
Exchange Agent's account at a Depository Institution, will
be delivered by such Eligible Institution. Unless the
Depositary Shares being tendered by the above-described
method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a
properly completed Letter of Transmittal and any other
required documents) or a confirmation of book-entry transfer
of such Depositary Shares into the Exchange Agent's account
at a Depository Institution in accordance with such
Depositary Institution's Automated Tender Offer Program
("ATOP") procedures is received, the Company may, at its
option, reject the tender.
THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A DEPOSITORY
INSTITUTION, IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER. IF CERTIFICATES FOR DEPOSITARY SHARES ARE SENT
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be
accepted, and no fractional Depositary Shares will be
accepted for exchange. By executing this Letter of
Transmittal (or facsimile hereof), the tendering holder
waives any right to receive any notice of the acceptance of
the Depositary Shares for exchange.
3. Inadequate Space.
----------------
If the space provided herein is inadequate, the certificate
numbers and/or the number of Depositary Shares should be
listed on a separate signed schedule attached hereto.
4. Partial Tenders.
---------------
(Not applicable to Book-Entry Shareholders). If fewer than
all the Depositary Shares represented by any certificate
delivered to the Exchange Agent are to be tendered, fill in
the number of Depositary Shares which are to be tendered in
the appropriate box entitled "Number of Shares Tendered".
In such case, a new certificate for the remainder of the
Depositary Shares represented by the old certificate will be
sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this
Letter of Transmittal, as promptly as practicable following
the Expiration Date. All Depositary Shares represented by
certificates delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and
-----------------------------------------------------
Endorsements.
------------
If this Letter of Transmittal is signed by the registered
holder(s) of the Depositary Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement
or any change whatsoever.
If any of the Depositary Shares tendered hereby are held of
record by two or more persons, all such persons must sign
this Letter of Transmittal.
If any of the Depositary Shares tendered hereby are
registered in different names on different certificates, it
will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Depositary Shares tendered hereby, no
endorsements of certificates or separate stock powers are
required unless Preferred Securities issued in exchange
therefor are to be issued, or Depositary Shares not tendered
or not exchanged are to be returned, in the name of any
person other than the registered holder(s). Signatures on
any such certificates or stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other
than the registered holder(s) of the Depositary Shares
tendered hereby, certificates must be endorsed or
accompanied by appropriate stock powers, in either case,
signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificates for such Depositary Shares.
Signature(s) on any such certificates or stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock
power is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority
of such person so to act must be submitted.
6. Stock Transfer Taxes.
--------------------
The Company will pay all stock transfer taxes, if any,
applicable to the exchange of any Depositary Shares pursuant
to the Offer. If, however, certificates representing
Preferred Securities are to be delivered to, or Depositary
Shares not tendered or accepted for exchange, are to be
issued in the name of, any person other than the registered
holder of the Depositary Shares tendered or if a transfer
tax is imposed for any reason other than the exchange of
Depositary Shares pursuant to the Offer, then the amount of
any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
7. Special Exchange and Payment and Special Delivery
-------------------------------------------------
Instructions.
------------
If the check for any cash to be received pursuant to the
Offer and certificates representing Preferred Securities are
to be issued in the name of, and any Depositary Shares not
tendered are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or any
certificates for Preferred Securities and certificates for
Depositary Shares not tendered are to be mailed to someone
other than the person(s) signing this Letter of Transmittal
or to the person(s) signing this Letter of Transmittal at an
address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed.
8. Substitute Form W-9.
-------------------
Under the federal income tax laws, the Company or the Trust
may be required to withhold 31% of the amount of any
payments made to certain shareholders with respect to the
Depositary Shares or Preferred Securities. In order to
avoid such backup withholding, each tendering shareholder,
and, if applicable, each other payee, must provide such
shareholder's or payee's correct taxpayer identification
number and certify that such shareholder or payee is not
subject to such backup withholding by completing the
Substitute Form W-9 set forth above. In general, if a
shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such
individual. If the Company or the Trust is not provided
with the correct taxpayer identification numbers, the
shareholder or payee may be subject to a $50 penalty imposed
by the Internal Revenue Service. Certain shareholders or
payees (including, among others, all corporations and
certain foreign individual(s) are not subject to these
backup withholding and reporting requirements. In order to
satisfy the Company or the Trust that a foreign individual
qualifies as an exempt recipient, such shareholder or payee
must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. For further
information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to
obtain a taxpayer identification number if you do not have
one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the enclosed
Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
9. Waiver of Conditions.
--------------------
The conditions of the Offer may be waived by the Company
from time to time in accordance with, and subject to the
limitations described in, the Prospectus.
10. Requests for Assistance or Additional Copies.
--------------------------------------------
Requests for assistance or additional copies of the
Prospectus and this Letter of Transmittal may be obtained
from the Company or the Information Agent at their
respective addresses or telephone numbers set forth on the
back cover page.
11. Solicited Tenders.
-----------------
The Company will pay to a Soliciting Dealer (as defined
herein) a solicitation fee per Depositary Share validly
tendered and accepted for exchange pursuant to the Offer.
For purposes of this Instruction 11, "Soliciting Dealer"
includes (i) any broker or dealer in securities, including
the Dealer Manager in its capacity as a dealer or broker,
who is a member of any national securities exchange or of
the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD who agrees to conform to the NASD's
Rules of Fair Practice in soliciting tenders outside the
United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company, any one of whom
has solicited and obtained a tender pursuant to the Offer.
No such fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares registered in the name of such
Soliciting Dealer unless such Depositary Shares are held by
such Soliciting Dealer as nominee and such Depositary Shares
are being tendered for the benefit of one or more beneficial
owners identified on the Letter of Transmittal or on the
Notice of Solicited Tenders (included in the materials
provided to brokers and dealers). No solicitation fee shall
be payable to a Soliciting Dealer with respect to the tender
of Depositary Shares unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer
as such in the box captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with a Depository Institution, the Soliciting Dealer must
return a Notice of Solicited Tenders to the Exchange Agent within
three New York Stock Exchange trading days after the Expiration
Date in order to receive a solicitation fee. No solicitation fee
shall be payable to a Soliciting Dealer in respect of Depositary
Shares (i) beneficially owned by such Soliciting Dealer or (ii)
registered in the name of such Soliciting Dealer unless such
Depositary Shares are held by such Soliciting Dealer as nominee
and such Depositary Shares are being tendered for the benefit of
one or more beneficial owners identified on the Letter of
Transmittal or the Notice of Solicited Tenders. No solicitation
fee shall be payable to the Soliciting Dealer with respect to the
tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.
<PAGE>
----------------------------------------------------------------
Payer's Name: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
----------------------------------------------------------------
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer Identification Number (TIN) and
Certification
----------------------------------------------------------------
Part 1 PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW
----------------------------------------------------------------
Social Security Number OR Employer Identification Number
TIN ________________________________________________________
----------------------------------------------------------------
Name (Please Print) ________________________________________
Address ____________________________________________________
City ___________________ State _____________ Zip Code ______
----------------------------------------------------------------
Part 2
Awaiting TIN [ ]
----------------------------------------------------------------
Part 3 CERTIFICATION UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me
but I have mailed or delivered an application to receive a
TIN or intend to so in the near future).
(2) I am not subject to backup withholding either because I have
not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends or the IRS
has notified me that I am no longer subject to backup
withholding, and
(3) all other information provided on this form is true, correct
and complete.
----------------------------------------------------------------
SIGNATURE ________________________________ DATE ____________
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
----------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE
FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO
THE PREFERRED SECURITIES. PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9" FOR ADDITIONAL DETAILS.
<PAGE>
Texas Utilities Electric Company
1601 Bryan Street
Dallas, Texas 75201
(214) 812-4600
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
20th Floor
New York, New York 10005
(212) 269-5550 (collect)
or
(800) 697-6974 (Toll Free)
The Dealer Managers for the Offer are:
Merrill Lynch & Co.
World Financial Center
South Tower
New York, New York 10281
(212) 236-4565 (collect)
Goldman, Sachs & Co. Lehman Brothers Inc. Smith Barney Inc.
85 Broad Street 3 World Financial 388 Greenwich Street
New York, New York Center New York, New York
10004 New York New York (800) 813-3754
(800) 828-3182 10285 (Toll Free)
(Toll Free) (800) 438-3242
(Toll Free)
LETTER OF TRANSMITTAL
To Tender $1.875 Depositary Shares (CUSIP 882850 44 9), Series A,
each representing 1/4 share of
$7.50 Cumulative Preferred Stock (the "Depositary Shares"),
of
Texas Utilities Electric Company (the "Company").
Pursuant to the offer by the Company to exchange
for the Depositary Shares
either
8.25% Trust Originated Preferred Securities(SM) ("TOPrS(SM)")
issued by TU Electric Capital I (the "Trust")
plus a cash component
or
cash only.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK
CITY TIME, ON DECEMBER 6, 1995, UNLESS THE OFFER IS EXTENDED.
The Exchange Agent for the Offer is:
Chemical Mellon Shareholder Services, L.L.C.
By Overnight Courier: By Mail:
(registered, insured mail
recommended)
Chemical Mellon Shareholder Chemical Mellon Shareholder
Services, L.L.C. Services, L.L.C.
Reorganization Department Reorganization Department
85 Challenger Road P.O. Box 817
Ridgefield Park, New Jersey 07660 Midtown Station
New York, New York 10018
By Hand:
By Facsimile: (201) 296-4293
Chemical Mellon Shareholder Confirm by Telephone:(201) 296-4209
Services, L.L.C.
Reorganization Department
120 Broadway
13th Floor
New York, New York 10271
_____________
(SM) "Trust Originated Preferred Securities" and "TOPrS" are service
marks of Merrill Lynch & Co.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED.
Subject to the terms and conditions set forth in the
Prospectus and herein, the Company will accept for exchange any
and all Depositary Shares validly tendered and not withdrawn.
This Letter of Transmittal is to be completed by holders of
Depositary Shares, either (i) if certificates for Depositary
Shares are to be forwarded herewith or (ii) unless an Agent's
Message (as defined in the accompanying Prospectus of the Company
and the Trust dated November 7, 1995 (as amended or supplemented
(including documents incorporated by reference), the
"Prospectus")) is utilized, if tenders of Depositary Shares are
to be made by book-entry transfer into the account of Chemical
Mellon Shareholder Services, L.L.C., as Exchange Agent (the
"Exchange Agent"), at The Depository Trust Company, Midwest
Securities Trust Company or Philadelphia Depository Trust Company
(together, the "Depository Institutions") pursuant to the
procedures described under THE EXCHANGE OFFER - "Procedures for
Tendering" in the Prospectus. Holders of Depositary Shares who
tender Depositary Shares by book-entry transfer are referred to
herein as "Book-Entry Shareholders."
Any holder of Depositary Shares who submits this Letter of
Transmittal and tenders Depositary Shares in accordance with the
instructions contained herein on or prior to the Expiration Date
(as defined in the Prospectus) will thereby have directed the
Company to deliver either, as specified below, 8.25% Trust
Originated Preferred Securities ("TOPrS") (the "Preferred
Securities") of the Trust plus a cash component or cash only in
exchange for such holder's Depositary Shares as set forth in the
Prospectus. Tenders of Depositary Shares pursuant to this Letter
of Transmittal are subject to withdrawal as described in the
Prospectus under the caption THE EXCHANGE OFFER "Withdrawal of
Tenders".
<PAGE>
----------------------------------------------------------------
DESCRIPTION OF DEPOSITARY SHARES TENDERED
FOR 8.25% TOPrS PLUS A CASH COMPONENT
----------------------------------------------------------------
Name(s) and Address(es)
of Registered Holder(s)
(Please fill in exactly Depositary Shares Tendered
as name(s) appear(s) (Attach additional
on certificate(s)) signed list if necessary
----------------------------------------------------------------
Total Number
of Shares
Represented Number of
Certificate by Shares
Number(s)* Certificates(s)* Tendered**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
--------------------------------------------
----------------------------------------------------------------
** Need not be completed by holders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all
Depositary Shares represented by any certificates delivered
to the Exchange Agent are being tendered. See Instruction
4.
----------------------------------------------------------------
DESCRIPTION OF DEPOSITARY SHARES TENDERED
FOR CASH ONLY
----------------------------------------------------------------
Name(s) and Address(es)
of Registered Holder(s)
(Please fill in exactly Depositary Shares Tendered
as name(s) appear(s) (Attach additional
on certificate(s)) signed list if necessary
----------------------------------------------------------------
Total Number
of Shares
Represented Number of
Certificate by Shares
Number(s)* Certificates(s)* Tendered**
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Shares
--------------------------------------------
----------------------------------------------------------------
** Need not be completed by holders tendering by book-entry
transfer.
** Unless otherwise indicated, it will be assumed that all
Depositary Shares represented by any certificates delivered
to the Exchange Agent are being tendered. See Instruction
4.
----------------------------------------------------------------
<PAGE>
[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING
DELIVERED BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S
ACCOUNT AT A DEPOSITORY INSTITUTION AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution ___________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
[ ] Midwest Securities Trust Company
Account No. _____________________________________________
Transaction Code No. ____________________________________
[ ] CHECK HERE IF TENDERED DEPOSITARY SHARES ARE BEING
DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY
PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s) _____________________
Date of Execution of Notice of Guaranteed Delivery ______
Name of Institution which Guaranteed Delivery ___________
If delivery is by book-entry transfer: _____________________
Name of Tendering Institution ___________________________
Check Box of Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
[ ] Midwest Securities Trust Company
Account No. _____________________________________________
Transaction Code No. ____________________________________
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 11)
The Company will pay to any Soliciting Dealer, as defined in
Instruction 11, a solicitation fee per Depositary Share validly
tendered and accepted for exchange pursuant to the Offer (as
herein defined).
The undersigned represents that the Soliciting Dealer which
solicited and obtained this tender is:
Name of Firm: ________________________________________________
(Please Print)
Name of Individual Broker or Financial Consultant: ___________
Identification Number (if known): ____________________________
Address: _____________________________________________________
____________________________________________________
(Include Zip Code)
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that: (i) it has complied with
the applicable requirements of the Securities Exchange Act of
1934, as amended, and the applicable rules and regulations
thereunder, in connection with such solicitations; (ii) it is
entitled to such compensation for such solicitation under the
terms and conditions of the Offer; (iii) in soliciting tenders of
Depositary Shares, it has used no soliciting materials other than
those furnished by the Company; and (iv) if it is a foreign
broker or dealer not eligible for membership in the National
Association of Securities Dealers, Inc. (the "NASD"), it has
agreed to conform to the NASD's Rules of Fair Practice in making
solicitations outside the United States to the same extent as
though it were an NASD member.
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with a Depository Institution, the Soliciting Dealer must
return a Notice of Solicited Tenders to the Exchange Agent to
receive a solicitation fee.
SOLICITING DEALERS ARE NOT ENTITLED TO A FEE FOR DEPOSITARY
SHARES BENEFICIALLY OWNED BY SUCH SOLICITING DEALER.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to Texas Utilities Electric
Company (the "Company") the above-described Depositary Shares,
pursuant to the offer by the Company to exchange for any and all
of its $1.875 Depositary Shares ("Depositary Shares") of the
Company, either Preferred Securities plus a cash component or
cash only upon the terms and subject to the conditions set forth
in the Prospectus, receipt of which is hereby acknowledged, and
in this Letter of Transmittal (which, together with the
Prospectus, constitute the "Offer").
Subject to and effective upon acceptance for exchange of the
Depositary Shares tendered herewith, the undersigned hereby
sells, exchanges, assigns and transfers to or upon the order of
the Company all right, title and interest in and to all the
Depositary Shares that are being tendered hereby and hereby
irrevocably constitutes and appoints the Exchange Agent as the
true and lawful agent and attorney-in-fact of the undersigned
with respect to such Depositary Shares, with full power of
substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver
certificates for such Depositary Shares or transfer ownership of
such Depositary Shares on the account books maintained by a
Depository Institution, together, in any such case, with all
accompanying evidences of transfer and authenticity, to the
Exchange Agent for the account of the Company, (b) present such
Depositary Shares for transfer on the books of the Company and
(c) receive all benefits and otherwise exercise all rights of
beneficial ownership of such Depositary Shares, all in accordance
with the terms of the Offer.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell,
exchange, assign and transfer the Depositary Shares tendered
hereby and to acquire the Preferred Securities, if any, issuable
upon the exchange of such tendered Depositary Shares and that,
when the undersigned's Depositary Shares are accepted for
exchange, the Company will acquire good and unencumbered title to
such shares of tendered Depositary Shares and the underlying
Preferred Stock, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Company to be necessary or
desirable to complete the sale, exchange, assignment and transfer
of tendered Depositary Shares or transfer ownership of such
Depositary Shares.
All authority herein conferred or agreed to be conferred shall
survive the death, bankruptcy or incapacity of the undersigned
and every obligation of the undersigned hereunder shall be
binding upon the heirs, legal representatives, successors,
assigns, executors and administrators of the undersigned. Except
as stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Depositary Shares
pursuant to any one of the procedures described in THE EXCHANGE
OFFER - "Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute agreements between the
undersigned and the Company upon the terms and subject to the
conditions of the Offer.
Unless otherwise indicated under "Special Exchange and Payment
Instructions", please issue the check for any cash to be received
pursuant to the Offer and cause Preferred Securities to be
issued, and return any Depositary Shares not tendered for
exchange, in the name(s) of the undersigned (and, in the case of
Depositary Shares tendered by book-entry transfer, by credit to
the account at a Depository Institution). Similarly, unless
otherwise indicated under "Special Delivery Instructions", please
mail any certificates for Depositary Shares not tendered for
exchange (and accompanying documents, as appropriate), and any
certificates for Depositary Shares, to the undersigned at the
address shown below the undersigned's signature(s). If both
"Special Exchange and Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for any cash
to be received pursuant to the Offer and cause Preferred
Securities to be issued, and return any Depositary Shares not
tendered, in the name(s) of, and deliver any certificates for
such Depositary Shares to, the person(s) so indicated (and in the
case of Depositary Shares tendered by book-entry transfer, by
credit to the account at the Depository Institution so
indicated).
<PAGE>
----------------------------------------------------------------
SPECIAL EXCHANGE AND PAYMENT INSTRUCTIONS
(See Instructions 1, 5, 6 and 7)
To be completed ONLY if check for any cash and certificates for
Preferred Securities are to be issued, or beneficial interests in
certificates representing Preferred Securities are to be
recorded, and certificates for Depositary Shares not tendered for
exchange are to be issued, in the name of someone other than the
undersigned.
Issue: check and certificates for Preferred Securities and
certificates for Depositary Shares in the name of:
Name ___________________________________________________________
(Please Print)
Address ________________________________________________________
(Zip Code)
Taxpayer Identification No.: ___________________________________
________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 7)
To be completed ONLY if certificates for Depositary Shares not
tendered and certificates for Preferred Securities are to be
mailed to someone other than the undersigned, or to the
undersigned at an address other than that shown below the
undersigned's signature(s).
Mail: certificates for Depositary Shares and certificates for
Preferred Securities to:
Name ___________________________________________________________
(Please Print)
Address ________________________________________________________
(Zip Code)
----------------------------------------------------------------
SIGN HERE
(Please complete Substitute Form W-9 below)
>_______________________________________________________________
Signature(s) of Holder(s)
>_______________________________________________________________
Dated ____________________, 1995
Name(s) _______________________________________________________
(Please Print)
________________________________________________________________
Capacity (full title) _________________________________________
Address _______________________________________________________
(Include Zip Code)
________________________________________________________________
Area Code and Telephone No. ____________________________________
Taxpayer Identification No. ___________________________________
(Must be signed by the registered holder(s) exactly as name(s)
appear(s) on the certificate(s) for Depositary Shares or on a
security position listing or by person(s) authorized to become
registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, please
set forth full title and see Instruction 5).
----------------------------------------------------------------
<PAGE>
----------------------------------------------------------------
Guarantee of Signature(s)
(See Instructions 1 and 5)
Authorized Signature _______________________________________
Name _______________________________________________________
(Please Print)
Title ______________________________________________________
Address ____________________________________________________
(Include Zip Code)
Name of Firm _______________________________________________
Area Code and Telephone No. ________________________________
Dated ___________________________, 1995
----------------------------------------------------------------
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures.
-----------------------
No signature guarantee is required on this Letter of
Transmittal (i) if tendered Depositary Shares are registered
in the name(s) of the undersigned and the Preferred
Securities to be issued in exchange therefor are to be
issued (and any Depositary Shares not tendered are to be
returned) in the name of the registered holder(s) (which
term, for the purposes described herein, shall include any
participant in a Depository Institution whose name appears
on a security listing as the owner of Depositary Shares) and
(ii) such holder(s) have not completed the instruction
entitled "Special Exchange and Payment Instructions" or
"Special Delivery Instructions" on this Letter of
Transmittal. If the tendered Depositary Shares are
registered in the name(s) of someone other than the
undersigned or if the Preferred Securities to be issued in
exchange therefor are to be issued (or Depositary Shares not
tendered are to be returned) in the name of any other
person, such tendered Depositary Shares must be endorsed or
accompanied by written instruments of transfer in form
satisfactory to the Company and duly executed by the
registered holder, and the signature on the endorsement or
instrument of transfer must be guaranteed by a financial
institution (including most banks, savings and loan
associations and brokerage houses) that is a participant in
the Security Transfer Agents Medallion Program or the Stock
Exchange Medallion Program (any of the foregoing hereinafter
referred to as an "Eligible Institution"). See
Instruction 5.
2. Delivery of Letter of Transmittal and Depositary Shares.
-------------------------------------------------------
This Letter of Transmittal is to be completed by holders of
Depositary Shares either if certificates are to be forwarded
herewith or, unless an Agent's Message is utilized, if
tenders are to be made pursuant to the procedure for tender
by book-entry transfer set forth under THE EXCHANGE OFFER --
"Procedures for Tendering" and "Book-Entry Transfer" in the
Prospectus.
Certificates for Depositary Shares, or timely confirmation
(a "Book-Entry Confirmation") of a book-entry transfer of
such Depositary Shares into the Exchange Agent's account at
a Depository Institution, as well as this Letter of
Transmittal (or a facsimile hereof), properly completed and
duly executed, with any required signature guarantees, or an
Agent's Message in the case of a book-entry delivery, and
any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at one of its
addresses set forth herein prior to the Expiration Date.
If a holder of Depositary Shares desires to participate in
the Offer and time will not permit this Letter of
Transmittal or Depositary Shares to reach the Exchange Agent
before the Expiration Date or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may
be effected if the Exchange Agent has received at one of the
addresses set forth herein on or prior to the Expiration
Date, a letter, telegram or facsimile transmission from an
Eligible Institution setting forth the name and address of
the tendering Holder, the name(s) in which the Depositary
Shares are registered and, if the Depositary Shares are held
in certificated form, the certificate numbers of the
Depositary Shares to be tendered, and stating that the
tender is being made thereby and guaranteeing that within
three New York Stock Exchange, Inc. ("NYSE") trading days
after the date of execution of such letter, telegram or
facsimile transmission by the Eligible Institution, the
Depositary Shares in proper form for transfer together with
a properly completed and duly executed Letter of Transmittal
(and any other required documents), or a confirmation of
book-entry transfer of such Depositary Shares into the
Exchange Agent's account at a Depository Institution, will
be delivered by such Eligible Institution. Unless the
Depositary Shares being tendered by the above-described
method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a
properly completed Letter of Transmittal and any other
required documents) or a confirmation of book-entry transfer
of such Depositary Shares into the Exchange Agent's account
at a Depository Institution in accordance with such
Depositary Institution's Automated Tender Offer Program
("ATOP") procedures is received, the Company may, at its
option, reject the tender.
THE METHOD OF DELIVERY OF DEPOSITARY SHARES AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A DEPOSITORY
INSTITUTION, IS AT THE OPTION AND RISK OF THE TENDERING
SHAREHOLDER. IF CERTIFICATES FOR DEPOSITARY SHARES ARE SENT
BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be
accepted, and no fractional Depositary Shares will be
accepted for exchange. By executing this Letter of
Transmittal (or facsimile hereof), the tendering holder
waives any right to receive any notice of the acceptance of
the Depositary Shares for exchange.
3. Inadequate Space.
----------------
If the space provided herein is inadequate, the certificate
numbers and/or the number of Depositary Shares should be
listed on a separate signed schedule attached hereto.
4. Partial Tenders.
---------------
(Not applicable to Book-Entry Shareholders). If fewer than
all the Depositary Shares represented by any certificate
delivered to the Exchange Agent are to be tendered, fill in
the number of Depositary Shares which are to be tendered in
the appropriate box entitled "Number of Shares Tendered".
In such case, a new certificate for the remainder of the
Depositary Shares represented by the old certificate will be
sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this
Letter of Transmittal, as promptly as practicable following
the Expiration Date. All Depositary Shares represented by
certificates delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and
-----------------------------------------------------
Endorsements.
------------
If this Letter of Transmittal is signed by the registered
holder(s) of the Depositary Shares tendered hereby, the
signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement
or any change whatsoever.
If any of the Depositary Shares tendered hereby are held of
record by two or more persons, all such persons must sign
this Letter of Transmittal.
If any of the Depositary Shares tendered hereby are
registered in different names on different certificates, it
will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different
registrations of certificates.
If this Letter of Transmittal is signed by the registered
holder(s) of the Depositary Shares tendered hereby, no
endorsements of certificates or separate stock powers are
required unless Preferred Securities issued in exchange
therefor are to be issued, or Depositary Shares not tendered
or not exchanged are to be returned, in the name of any
person other than the registered holder(s). Signatures on
any such certificates or stock powers must be guaranteed by
an Eligible Institution.
If this Letter of Transmittal is signed by a person other
than the registered holder(s) of the Depositary Shares
tendered hereby, certificates must be endorsed or
accompanied by appropriate stock powers, in either case,
signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificates for such Depositary Shares.
Signature(s) on any such certificates or stock powers must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock
power is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Company of the authority
of such person so to act must be submitted.
6. Stock Transfer Taxes.
--------------------
The Company will pay all stock transfer taxes, if any,
applicable to the exchange of any Depositary Shares pursuant
to the Offer. If, however, certificates representing
Preferred Securities are to be delivered to, or Depositary
Shares not tendered or accepted for exchange, are to be
issued in the name of, any person other than the registered
holder of the Depositary Shares tendered or if a transfer
tax is imposed for any reason other than the exchange of
Depositary Shares pursuant to the Offer, then the amount of
any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
7. Special Exchange and Payment and Special Delivery
-------------------------------------------------
Instructions.
------------
If the check for any cash to be received pursuant to the
Offer and certificates representing Preferred Securities are
to be issued in the name of, and any Depositary Shares not
tendered are to be returned to, a person other than the
person(s) signing this Letter of Transmittal or any
certificates for Preferred Securities and certificates for
Depositary Shares not tendered are to be mailed to someone
other than the person(s) signing this Letter of Transmittal
or to the person(s) signing this Letter of Transmittal at an
address other than that shown above, the appropriate boxes
on this Letter of Transmittal should be completed.
8. Substitute Form W-9.
-------------------
Under the federal income tax laws, the Company or the Trust
may be required to withhold 31% of the amount of any
payments made to certain shareholders with respect to the
Depositary Shares or Preferred Securities. In order to
avoid such backup withholding, each tendering shareholder,
and, if applicable, each other payee, must provide such
shareholder's or payee's correct taxpayer identification
number and certify that such shareholder or payee is not
subject to such backup withholding by completing the
Substitute Form W-9 set forth above. In general, if a
shareholder or payee is an individual, the taxpayer
identification number is the Social Security number of such
individual. If the Company or the Trust is not provided
with the correct taxpayer identification numbers, the
shareholder or payee may be subject to a $50 penalty imposed
by the Internal Revenue Service. Certain shareholders or
payees (including, among others, all corporations and
certain foreign individual(s) are not subject to these
backup withholding and reporting requirements. In order to
satisfy the Company or the Trust that a foreign individual
qualifies as an exempt recipient, such shareholder or payee
must submit a statement, signed under penalties of perjury,
attesting to that individual's exempt status. For further
information concerning backup withholding and instructions
for completing the Substitute Form W-9 (including how to
obtain a taxpayer identification number if you do not have
one and how to complete the Substitute Form W-9 if Shares
are held in more than one name), consult the enclosed
Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
9. Waiver of Conditions.
--------------------
The conditions of the Offer may be waived by the Company
from time to time in accordance with, and subject to the
limitations described in, the Prospectus.
10. Requests for Assistance or Additional Copies.
--------------------------------------------
Requests for assistance or additional copies of the
Prospectus and this Letter of Transmittal may be obtained
from the Company or the Information Agent at their
respective addresses or telephone numbers set forth on the
back cover page.
11. Solicited Tenders.
-----------------
The Company will pay to a Soliciting Dealer (as defined
herein) a solicitation fee per Depositary Share validly
tendered and accepted for exchange pursuant to the Offer.
For purposes of this Instruction 11, "Soliciting Dealer"
includes (i) any broker or dealer in securities, including
the Dealer Manager in its capacity as a dealer or broker,
who is a member of any national securities exchange or of
the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD who agrees to conform to the NASD's
Rules of Fair Practice in soliciting tenders outside the
United States to the same extent as though it were an NASD
member, or (iii) any bank or trust company, any one of whom
has solicited and obtained a tender pursuant to the Offer.
No such fee shall be payable to a Soliciting Dealer in
respect of Depositary Shares registered in the name of such
Soliciting Dealer unless such Depositary Shares are held by
such Soliciting Dealer as nominee and such Depositary Shares
are being tendered for the benefit of one or more beneficial
owners identified on the Letter of Transmittal or on the
Notice of Solicited Tenders (included in the materials
provided to brokers and dealers). No solicitation fee shall
be payable to a Soliciting Dealer with respect to the tender
of Depositary Shares unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer
as such in the box captioned "Solicited Tenders".
If tendered Depositary Shares are being delivered by book-
entry transfer made to an account maintained by the Exchange
Agent with a Depository Institution, the Soliciting Dealer must
return a Notice of Solicited Tenders to the Exchange Agent within
three New York Stock Exchange trading days after the Expiration
Date in order to receive a solicitation fee. No solicitation fee
shall be payable to a Soliciting Dealer in respect of Depositary
Shares (i) beneficially owned by such Soliciting Dealer or (ii)
registered in the name of such Soliciting Dealer unless such
Depositary Shares are held by such Soliciting Dealer as nominee
and such Depositary Shares are being tendered for the benefit of
one or more beneficial owners identified on the Letter of
Transmittal or the Notice of Solicited Tenders. No solicitation
fee shall be payable to the Soliciting Dealer with respect to the
tender of Depositary Shares by the holder of record, for the
benefit of the beneficial owner, unless the beneficial owner has
designated such Soliciting Dealer.
<PAGE>
----------------------------------------------------------------
Payer's Name: CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
----------------------------------------------------------------
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payor's Request for Taxpayer Identification Number (TIN) and
Certification
----------------------------------------------------------------
Part 1 PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY
BY SIGNING AND DATING BELOW
----------------------------------------------------------------
Social Security Number OR Employer Identification Number
TIN ________________________________________________________
----------------------------------------------------------------
Name (Please Print) ________________________________________
Address ____________________________________________________
City ___________________ State _____________ Zip Code ______
----------------------------------------------------------------
Part 2
Awaiting TIN [ ]
----------------------------------------------------------------
Part 3 CERTIFICATION UNDER THE PENALTIES OF PERJURY, I
CERTIFY THAT:
(1) the number shown on this form is my correct taxpayer
identification number (or a TIN has not been issued to me
but I have mailed or delivered an application to receive a
TIN or intend to so in the near future).
(2) I am not subject to backup withholding either because I have
not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result
of a failure to report all interest or dividends or the IRS
has notified me that I am no longer subject to backup
withholding, and
(3) all other information provided on this form is true, correct
and complete.
----------------------------------------------------------------
SIGNATURE ________________________________ DATE ____________
You must cross out item (2) above if you have been notified by
the IRS that you are currently subject to backup withholding
because of underreporting interest or dividends on your tax
return.
----------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE
FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF
31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO
THE PREFERRED SECURITIES. PLEASE REVIEW THE
ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9" FOR ADDITIONAL DETAILS.
<PAGE>
Texas Utilities Electric Company
1601 Bryan Street
Dallas, Texas 75201
(214) 812-4600
The Information Agent for the Offer is:
D. F. King & Co., Inc.
77 Water Street
20th Floor
New York, New York 10005
(212) 269-5550 (collect)
or
(800) 697-6974 (Toll Free)
The Dealer Managers for the Offer are:
Merrill Lynch & Co.
World Financial Center
South Tower
New York, New York 10281
(212) 236-4565 (collect)
Goldman, Sachs & Co. Lehman Brothers Inc. Smith Barney Inc.
85 Broad Street 3 World Financial 388 Greenwich Street
New York, New York Center New York, New York
10004 New York New York (800) 813-3754
(800) 828-3182 10285 (Toll Free)
(Toll Free) (800) 438-3242
(Toll Free)
QUESTIONS AND ANSWERS RELATING TO THE OFFER (THE "OFFER") BY TEXAS
UTILITIES ELECTRIC COMPANY ("COMPANY") TO EXCHANGE EITHER 9.00% TRUST ORIGINATED
PREFERRED SECURITIES SM ("TOPRS SM") OF TU ELECTRIC CAPITAL II (THE "TRUST") OR
CASH IN THE AMOUNT OF $26.50, FOR ANY AND ALL OF ITS OUTSTANDING $2.05
DEPOSITARY SHARES, EACH REPRESENTING 1/4 SHARE OF $8.20 CUMULATIVE PREFERRED
STOCK
This information should be read only in conjunction with, and is
subject in all material respects to the Prospectus dated November 7, 1995 (the
"Prospectus") and the Letter of Transmittal (the "Letter of Transmittal") and
related documents delivered herewith which together constitute the Offer
Materials. Please refer to the Prospectus for the definitions of the capitalized
terms used herein which are not otherwise defined.
See RISK FACTORS in the Prospectus for certain additional information
relevant to the Offer and an investment in the TOPrS, including the period and
circumstances during and under which payment of distributions on the TOPrS may
be deferred and certain related federal income tax consequences. Holders of
Depositary Shares should carefully consider the risk factors set forth in the
Prospectus.
Q: WHAT ARE THE TERMS OF THE OFFER?
A: The Company will exchange each of the outstanding $2.05 Depositary Shares
("Depositary Shares") issued by the Company for the following
consideration: At the Holder's option, either 9.00% TOPrS with a
liquidation preference of $25.00 OR cash in the amount of $26.50.
Q: WHAT ARE TOPRS?
A: TOPrS represent preferred interests in TU Electric Capital's assets, which
consist solely of 9.00% Junior Subordinated Debentures due September 30,
2030 issued by the Company. TOPrS pay quarterly distributions corresponding
to the interest rate and the payment dates for the Junior Subordinated
Debentures. See DESCRIPTION OF THE PREFERRED SECURITIES in the Prospectus.
Q: WHAT IS THE PURPOSE OF THE OFFER? A: The principal purpose of the
A: Offer is to refinance all or a portion of the Depositary Shares and
to achieve certain tax efficiencies for the Company. The Company expects to
finance cash purchases of Depositary Shares pursuant to the Offer with the
proceeds of an offer of securities similar to the TOPrS in a separate
transaction. The refinancing will permit the Company to deduct interest
payable on the Junior Subordinated Debentures (and any similar debt issued
in connection with the aforementioned financing) for United States federal
income tax purposes. Dividends payable on the Depositary Shares are not tax
deductible to the Company.
Q: WILL THE TOPRS BE LISTED ON THE NEW YORK STOCK EXCHANGE?
A: The Company will apply to list the TOPrS on the New York Stock
Exchange.
Q: ARE THE TOPRS RATED?
A: As of the date of the Prospectus, the TOPrS have been rated by
Moody's and S&P's and have the same ratings as the Depositary Shares.
Q: HOW ARE THE TOPRS GUARANTEED?
A: Distributions on the TOPrS and on liquidation or redemption are
guaranteed on a subordinated basis by the Company only if, and to the
extent that, interest payments have been made on the Junior Subordinated
Debentures. See DESCRIPTION OF THE GUARANTEE in the Prospectus.
Q: ARE THE REDEMPTION PROVISIONS OF THE TOPRS DIFFERENT FROM THE DEPOSITARY
SHARES?
A: Not Significantly. Both the Depositary Shares and the TOPrS are
redeemable at the option of the Company on or after January 1, 1998. In
addition while the Depositary Shares have no maturity date, the TOPrS will
be redeemed upon repayment of the Junior Subordinated Debentures at their
final maturity in 2030. See DESCRIPTION OF THE PREFERRED SECURITIES in the
Prospectus.
DIVIDEND MATTERS
Q: HOW DOES THE DISTRIBUTION RATE ON THE TOPRS COMPARE TO THE DIVIDEND RATE ON
THE DEPOSITARY SHARES?
A: The distribution rate on the TOPrS is 9.00% per annum, while the dividend
rate for the Depositary Shares is 8.20% per annum.
Q: WILL DISTRIBUTIONS ON THE TOPRS BE PAID ON THE SAME SCHEDULE AS DIVIDENDS
ON THE DEPOSITARY SHARES?
A: No, there is a different payment schedule. Distributions on the TOPrS will
be paid on March 31, June 30, September 30 and December 31, while dividends
are paid on the Depositary Shares on January 1, April 1, July 1 and October
1.
Q: THE NEXT SCHEDULED DIVIDEND PAYMENT DATE ON THE DEPOSITARY SHARES IS
JANUARY 1, 1996 (SUBJECT TO DECLARATION BY THE BOARD OF DIRECTORS). WILL
THAT DIVIDEND BE PAID ON DEPOSITARY SHARES THAT ARE EXCHANGED IN THE OFFER?
A: Holders of Depositary Shares accepted for exchange will be entitled to
receive cash equal to the accrued and unpaid dividends on such shares after
October 1, 1995 to the Closing Date for the Preferred Securities, in lieu
of dividends on their Depositary Shares accepted for exchange. Such amount
will be payable on the Closing Date. Distributions on the TOPrS will begin
to accrue on the Closing Date.
Q: EXPLAIN THE 20 QUARTER DIVIDEND DEFERRAL PROVISION OF THE TOPRS.
A: Quarterly interest payments on the Junior Subordinated Debentures may be
deferred at any time for one or more periods of up to 20 consecutive
quarters each, at the option of the Company. In the case of any such
deferral, distributions on the TOPrS will be similarly deferred. See
"Distributions" under DESCRIPTION OF THE PREFERRED SECURITIES in the
Prospectus.
Quarterly dividend payments on the Depositary Shares are payable only if
declared by the Company's Board of Directors, and such dividends may be deferred
indefinitely subject to the rights of the Holders to elect a majority of the
Company's Board of Directors if four full quarterly dividends are in default. To
date, the Company has made each quarterly dividend payment with respect to the
Depositary Shares on the scheduled dividend payment date.
Deferred TOPrS distributions continue to accrue and compound quarterly
at a rate equal to 9.00% per annum. During a deferral, TU
Electric Capital will continue to accrue interest income (as
original issue discount) in respect of the Junior Subordinated
Debentures which will be taxable to beneficial owners of the
TOPrS. As a result, beneficial owners of the TOPrS during such a
deferral will include their pro rata share of the interest in
gross income in advance of the receipt of cash. Dividends on the
Depositary Shares accrue if dividends are suspended, but
suspended dividend payments are not
compounded. TAX ISSUES
Q: WILL THE EXCHANGE OF TOPRS FOR DEPOSITARY SHARES OR CASH CONSTITUTE A
TAXABLE EVENT?
A: Yes. The Company recommends that each holder read the section entitled
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES in the Prospectus
and consult their own tax advisor.
Q: HAT IS THE TAX TREATMENT OF ANY CASH RECEIVED FROM THE OFFER? A: If a
Holder exchanges Depositary Shares for TOPrS, gain or loss will be
recognized in an amount equal to the difference between the fair market
value of the TOPrS and the Holder's tax basis in the Depositary Shares. If
a Holder exchanges Depositary Shares for cash only, gain or loss will be
recognized in an amount equal to the difference between the cash received
and the Holder's tax basis in the Depositary Shares. Except in limited
circumstances, any gain recognized will be long-term capital gain or loss
if the Depositary Shares have been held for more than one year. Q: WHAT
WILL BE THE INITIAL TAX BASIS FOR THE TOPRS? A: The initial tax basis of
TOPrS acquired in the Offer will be equal to the fair market value of the
TOPrS on the Expiration Date of the Offer.
Q: HOW WILL DISTRIBUTIONS ON THE TOPRS BE REPORTED TO THE IRS?
A: Distributions on the TOPrS will be reported on Form 1099.
Q: CORPORATE HOLDERS CAN CLAIM THE DIVIDENDS-RECEIVED DEDUCTION ON
DIVIDENDS ON THE DEPOSITARY SHARES. ARE DISTRIBUTIONS ON THE
TOPRS ELIGIBLE FOR THAT DEDUCTION FOR CORPORATE HOLDERS?
A: No.
PROCEDURES FOR EXCHANGING
DEPOSITARY SHARES
Q: IF DEPOSITARY SHARES ARE REGISTERED IN MY NAME, HOW DO I
PARTICIPATE IN THE OFFER?
A: You should have received a package from D.F. King & Co., Inc.
consisting of this Question and Answer sheet and:
- Prospectus dated November 7,
1995
- Letter of Transmittal bearing a
pre-printed label with your
account name and address
- Guidelines for Certification of
Taxpayer Identification Number
on Substitute Form W-9
- Notice of Guaranteed Delivery
- Return envelope addressed to
Chemical Mellon Shareholder
Services, L.L.C.
If, after reviewing these materials carefully, you decide to participate in
the Offer, complete the applicable Letter of Transmittal. The Letter of
Transmittal provides the option to exchange for either TOPrS or for cash
only. Send the completed and signed Letter of Transmittal with your
Depositary Receipts to Chemical Mellon Shareholder Services, L.L.C., as
Exchange Agent at any of the addresses shown on the Letter of Transmittal.
It is recommended that you use insured or registered mail.
Holders of record may also contact their broker to exchange their
Depositary Shares on their behalf. And if you cannot deliver your
certificate(s) to the Exchange Agent before the Expiration Date, then you
must arrange for your broker to guarantee delivery of your Depositary
Shares.
Q: IF MY DEPOSITARY SHARES ARE HELD BY A BROKER OR BANK FOR MY ACCOUNT, HOW DO
I PARTICIPATE IN THE OFFER?
A: If your Depositary Shares are held by a broker or bank for your
account, you should have received a package from them as holder
of record containing, along with this Question and Answer sheet,
the following:
- Prospectus dated November 7,
1995
- Letter of Transmittal (for
information only)
- Guidelines for Certification of
Taxpayer Identification Number
on Substitute Form W-9
- Notice of Guaranteed Delivery
- Cover letter or notice with
instructions from your broker or
bank.
If you decide to participate in the Offer, you must contact
your broker or bank to tender your Depositary Shares on your behalf.
Q: ONCE I HAVE TENDERED MY DEPOSITARY SHARES, OR INSTRUCTED MY
BROKER OR BANK TO TENDER THEM ON MY BEHALF, MAY I WITHDRAW THEM
FROM THE OFFER?
A: Yes, tenders of Depositary Shares may be withdrawn at any time
prior to the Expiration Date and, unless accepted for exchange by
the Company, may be withdrawn at any time after January 5, 1995.
See THE EXCHANGE OFFER "Withdrawal of Tenders" , in the
Prospectus.
Q: WHEN DOES THE OFFER EXPIRE?
A: At 12:00 midnight, New York City time, on December 6, 1995,
unless extended by the Company. The Company may also amend or
terminate the Offer as described in the Prospectus.
For additional details,
or if you have any questions,
please call the Information Agent
D.F. King & Co., Inc.
1-800-697-6974
<PAGE>
QUESTIONS AND ANSWERS
RELATING TO THE OFFER (THE "OFFER")
BY TEXAS UTILITIES ELECTRIC COMPANY ("COMPANY")
TO EXCHANGE EITHER 8.25% TRUST ORIGINATED
PREFERRED SECURITIES SM ("TOPRS SM") OF
TU ELECTRIC CAPITAL I (THE "TRUST")
AND $2.25 IN CASH, OR CASH ONLY IN THE AMOUNT
OF $27.25, FOR ANY AND ALL OF ITS OUTSTANDING
$1.805 DEPOSITARY SHARES, SERIES B, EACH REPRESENTING
1/4 SHARE OF $7.22 CUMULATIVE PREFERRED STOCK
This information should be read only in conjunction with,
and is subject in all material respects to the Prospectus dated
November 7, 1995 (the "Prospectus") and the Letter of Transmittal
(the "Letter of Transmittal") and related documents delivered
herewith which together constitute the Offer Materials. Please
refer to the Prospectus for the definitions of the capitalized
terms used herein which are not otherwise defined.
See RISK FACTORS in the Prospectus for certain additional
information relevant to the Offer and an investment in the TOPrS,
including the period and circumstances during and under which
payment of distributions on the TOPrS may be deferred and certain
related federal income tax consequences. Holders of Depositary
Shares should carefully consider the risk factors set forth in
the Prospectus.
Q: What are the terms of the Offer?
A: The Company will exchange each of the outstanding $1.805
Depositary
Shares ("Depositary Shares") issued by the Company for the
following
consideration: At the Holder's option, either 8.25% TOPrS
with a
liquidation preference of $25.00 plus a cash component of
$2.25 OR cash
only in the amount of $27.25.
Q: What are TOPrS?
A: TOPrS represent preferred interests in TU Electric Capital's
assets, which consist solely of 8.25% Junior Subordinated
Debentures due September 30, 2030 issued by the Company.
TOPrS pay quarterly distributions corresponding to the
interest rate and the payment dates for the Junior
Subordinated Debentures. See DESCRIPTION OF THE PREFERRED
SECURITIES in the Prospectus.
Q: What is the purpose of the Offer?
A: The principal purpose of the Offer is to refinance all or a
portion of the Depositary Shares and to achieve certain tax
efficiencies for the Company. The Company expects to
finance cash purchases of Depositary Shares pursuant to the
Offer with the proceeds of an offer of securities similar to
the TOPrS in a separate transaction. The refinancing will
permit the Company to deduct interest payable on the Junior
Subordinated Debentures (and any similar debt issued in
connection with the aforementioned financing) for United
States federal income tax purposes. Dividends payable on<PAGE>
the Depositary Shares are not tax deductible to the Company.
Will the TOPrS be listed on the New York Stock Exchange?
A: The Company will apply to list the TOPrS on the New York
Stock Exchange.
Q: Are the TOPrS rated?
A: As of the date of the Prospectus, the TOPrS have been rated
by Moody's and S&P's and have the same ratings as the
Depositary Shares.
Q: How are the TOPrS guaranteed?
A: Distributions on the TOPrS and on liquidation or redemption
are guaranteed on a subordinated basis by the Company only
if, and to the extent that, interest payments have been made
on the Junior Subordinated Debentures. See DESCRIPTION OF
THE GUARANTEE in the Prospectus.
Q: Are the redemption provisions of the TOPrS different from the
Depositary Shares?
A: Not Significantly. Both the Depositary Shares and the TOPrS
are redeemable at the option of the Company on or after
November 1, 2001. In addition, while the Depositary Shares
have no maturity date, the TOPrS will be redeemed upon
repayment of the Junior Subordinated Debentures at their
final maturity in 2030. See DESCRIPTION OF THE PREFERRED
SECURITIES in the Prospectus.
DIVIDEND MATTERS
Q: How does the distribution rate on the TOPrS compare to the
dividend rate on the Depositary Shares?
A: The distribution rate on the TOPrS is 8.25% per annum, while
the dividend rate for the Depositary Shares is 7.22% per
annum.
Q: Will distributions on the TOPrS be paid on the same schedule as
dividends on the Depositary Shares?
A: No, there is a different payment schedule. Distributions on
the TOPrS will be paid on March 31, June 30, September 30
and December 31, while dividends are paid on the Depositary
Shares on January 1, April 1, July 1 and October 1.
Q: The next scheduled dividend payment date on the Depositary
Shares is
January 1, 1996 (subject to declaration by the Board of
Directors).
Will that dividend be paid on Depositary Shares that are
exchanged in the Offer?
A: Holders of Depositary Shares accepted for exchange will be
entitled to receive cash equal to the accrued and unpaid
dividends on such shares after October 1, 1995 to the
Closing Date for the Preferred Securities, in lieu of
dividends on their Depositary Shares accepted for exchange.
Such amount will be payable on the Closing Date.
Distributions on the TOPrS will begin to accrue on the<PAGE>
Closing Date.
Q: Explain the 20 quarter dividend deferral provision of the TOPrS.
A: Quarterly interest payments on the Junior Subordinated
Debentures may be deferred at any time for one or more
periods of up to 20 consecutive quarters each, at the option
of the Company. In the case of any such deferral,
distributions on the TOPrS will be similarly deferred. See
"Distributions" under DESCRIPTION OF THE PREFERRED
SECURITIES in the Prospectus.
Q: Quarterly dividend payments on the Depositary Shares are
payable only if declared by the Company's Board of
Directors, and such dividends may be deferred indefinitely
subject to the rights of the Holders to elect a majority of
the Company's Board of Directors if four full quarterly
dividends are in default. To date, the Company has made
each quarterly dividend payment with respect to the
Depositary Shares on the scheduled dividend payment date.
Q: Deferred TOPrS distributions continue to accrue and compound
quarterly at a rate equal to 8.25% per annum. During a
deferral, TU Electric Capital will continue to accrue
interest income (as original issue discount) in respect of
the Junior Subordinated Debentures which will be taxable to
beneficial owners of the TOPrS. As a result, beneficial
owners of the TOPrS during such a deferral will include
their pro rata share of the interest in gross income in
advance of the receipt of cash. Dividends on the Depositary
Shares accrue if dividends are suspended, but suspended
dividend payments are not compounded.
TAX ISSUES
Q: Will the exchange of TOPrS for Depositary Shares or cash
constitute a taxable event?
A: Yes. The Company recommends that each holder read the
section entitled CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES in the Prospectus and consult their own tax
advisor.
Q: What is the tax treatment of any cash received from the Offer?
A: If a Holder exchanges Depositary Shares for TOPrS and cash,
gain or loss will be recognized in an amount equal to the
difference between the fair market value of the TOPrS plus
the cash and the Holder's tax basis in the Depositary
Shares. If a Holder exchanges Depositary Shares for cash
only, gain or loss will be recognized in an amount equal to
the difference between the cash received and the Holder's
tax basis in the Depositary Shares. Except in limited
circumstances, any gain recognized will be long-term capital
gain or loss if the Depositary Shares have been held for
more than one year.<PAGE>
Q: What will be the initial tax basis for the TOPrS?
A: The initial tax basis of TOPrS acquired in the Offer will be
equal to the fair market value of the TOPrS on the
Expiration Date of the Offer.
Q: How will distributions on the TOPrS be reported to the IRS?
A: Distributions on the TOPrS will be reported on Form 1099.
Q: Corporate holders can claim the dividends-received deduction on
dividends on the Depositary Shares. Are distributions on the
TOPrS eligible for that deduction for corporate holders?
A: No.
PROCEDURES FOR EXCHANGING
DEPOSITARY SHARES
Q: If Depositary Shares are registered in my name, how do I
participate in the Offer?
A: You should have received a package from D.F. King & Co.,
Inc. consisting of this Question and Answer sheet and:
- Prospectus dated November 7, 1995
- Letter of Transmittal bearing a pre-printed label with
your account name and address
- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
- Notice of Guaranteed Delivery
- Return envelope addressed to Chemical Mellon
Shareholder Services, L.L.C.
If, after reviewing these materials carefully, you decide to
participate in the Offer, complete the applicable Letter of
Transmittal. The Letter of Transmittal provides the option to
exchange for either TOPrS and cash, or for cash only. Send the
completed and signed Letter of Transmittal with your Depositary
Receipts to Chemical Mellon Shareholder Services, L.L.C., as
Exchange Agent at any of the addresses shown on the Letter of
Transmittal. It is recommended that you use insured or
registered mail.
Holders of record may also contact their broker to exchange
their Depositary Shares on their behalf. And if you cannot
deliver your certificate(s) to the Exchange Agent before the
Expiration Date, then you must arrange for your broker to
guarantee delivery of your Depositary Shares.
Q: If my Depositary Shares are held by a broker or bank for my
account, how do I participate in the Offer?
A: If your Depositary Shares are held by a broker or bank for
your account, you should have received a package from them
as holder of record containing, along with this Question and
Answer sheet, the following:
- Prospectus dated November 7, 1995<PAGE>
- Letter of Transmittal (for information only)
- Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
- Notice of Guaranteed Delivery
- Cover letter or notice with instructions from your
broker or bank.
If you decide to participate in the Offer, you must contact
your broker or bank to tender your Depositary Shares on your
behalf.
Q: Once I have tendered my Depositary Shares, or instructed my
broker or bank to tender them on my behalf, may I withdraw
them from the Offer?
A: Yes, tenders of Depositary Shares may be withdrawn at any
time prior to the Expiration Date and, unless accepted for
exchange by the Company, may be withdrawn at any time after
January 5, 1995. See THE EXCHANGE OFFER "Withdrawal of
Tenders" in the Prospectus.
Q: When does the Offer expire?
A: At 12:00 midnight, New York City time, on December 6, 1995,
unless extended by the Company. The Company may also amend
or terminate the Offer as described in the Prospectus.
For additional details,
or if you have any questions,
please call the Information Agent
D.F. King & Co., Inc.
1-800-697-6974<PAGE>
QUESTIONS AND ANSWERS
RELATING TO THE OFFER (THE "OFFER")
BY TEXAS UTILITIES ELECTRIC COMPANY
("COMPANY") TO EXCHANGE EITHER 8.25%
TRUST ORIGINATED PREFERRED SECURITIES SM
("TOPRS SM") OF TU ELECTRIC CAPITAL I (THE
"TRUST") AND $2.50 IN CASH, OR CASH ONLY IN
THE AMOUNT OF $27.50, FOR ANY AND ALL OF ITS
OUTSTANDING $1.875 DEPOSITARY SHARES, SERIES
A, EACH REPRESENTING 1/4 SHARE OF $7.50
CUMULATIVE PREFERRED STOCK
This information should be read only in conjunction with,
and is subject in all material respects to the Prospectus dated
November 7, 1995 (the "Prospectus") and the Letter of Transmittal
(the "Letter of Transmittal") and related documents delivered
herewith which together constitute the Offer Materials. Please
refer to the Prospectus for the definitions of the capitalized
terms used herein which are not otherwise defined.
See RISK FACTORS in the Prospectus for certain additional
information relevant to the Offer and an investment in the TOPrS,
including the period and circumstances during and under which
payment of distributions on the TOPrS may be deferred and certain
related federal income tax consequences. Holders of Depositary
Shares should carefully consider the risk factors set forth in
the Prospectus.
Q: WHAT ARE THE TERMS OF THE OFFER?
A: The Company will exchange each of the outstanding $1.875
Depositary Shares ("Depositary Shares") issued by the
Company for the following consideration: At the Holder's
option, either 8.25% TOPrS with a liquidation preference of
$25.00 plus a cash component of $2.50 OR cash only in the
amount of $27.50.
Q: WHAT ARE TOPRS?
A: TOPrS represent preferred interests in TU Electric Capital's
assets, which consist solely of 8.25% Junior Subordinated
Debentures due September 30, 2030 issued by the Company.
TOPrS pay quarterly distributions corresponding to the
interest rate and the payment dates for the Junior
Subordinated Debentures. See DESCRIPTION OF THE PREFERRED
SECURITIES in the Prospectus.
Q: WHAT IS THE PURPOSE OF THE OFFER?
A: The principal purpose of the Offer is to refinance all or a
portion of the Depositary Shares and to achieve certain tax
efficiencies for the Company. The Company expects to
finance cash purchases of Depositary Shares pursuant to the
Offer with the proceeds of an offer of securities similar to
the TOPrS in a separate transaction. The refinancing will
permit the Company to deduct interest payable on the Junior<PAGE>
Subordinated Debentures (and any similar debt issued in
connection with the aforementioned financing) for United
States federal income tax purposes. Dividends payable on
the Depositary Shares are not tax deductible to the Company.
Q: WILL THE TOPRS BE LISTED ON THE NEW YORK STOCK EXCHANGE?
A: The Company will apply to list the TOPrS on the New York
Stock
Exchange.
Q: ARE THE TOPRS RATED?
A: As of the date of the Prospectus, the TOPrS have been rated
by
Moody's and S&P's and have the same ratings as the
Depositary Shares.
Q: HOW ARE THE TOPRS GUARANTEED?
A: Distributions on the TOPrS and on liquidation or redemption
are guaranteed on a subordinated basis by the Company only
if, and to the extent that, interest payments have been made
on the Junior Subordinated Debentures. See DESCRIPTION OF
THE GUARANTEE in the Prospectus.
Q: ARE THE REDEMPTION PROVISIONS OF THE TOPRS DIFFERENT FROM
THE
DEPOSITARY SHARES?
A: Yes. The Depositary Shares are redeemable at the option of
the Company on or after August 1, 2001, and the TOPrS are
redeemable at the option of the Company on or after November
1, 2001. In addition, while the Depositary Shares have no
maturity date, the TOPrS will be redeemed upon repayment of
the Junior Subordinated Debentures at their final maturity
in 2030. See DESCRIPTION OF THE PREFERRED SECURITIES in the
Prospectus.
DIVIDEND MATTERS
Q: HOW DOES THE DISTRIBUTION RATE ON THE TOPRS COMPARE TO THE
DIVIDEND RATE ON THE DEPOSITARY SHARES?
A: The distribution rate on the TOPrS is 8.25% per annum, while
the dividend rate for the Depositary Shares is 7.50% per
annum.
Q: WILL DISTRIBUTIONS ON THE TOPRS BE PAID ON THE SAME SCHEDULE
AS DIVIDENDS ON THE DEPOSITARY SHARES?
A: No, there is a different payment schedule. Distributions on
the TOPrS will be paid on March 31, June 30, September 30
and December 31, while dividends are paid on the Depositary
Shares on January 1, April 1, July 1 and October 1.
Q: THE NEXT SCHEDULED DIVIDEND PAYMENT DATE ON THE DEPOSITARY <PAGE>
SHARES IS JANUARY 1, 1996 (SUBJECT TO DECLARATION BY THE
BOARD OF DIRECTORS). WILL THAT DIVIDEND BE PAID ON
DEPOSITARY SHARES THAT ARE EXCHANGED IN THE OFFER?
A: Holders of Depositary Shares accepted for exchange will be
entitled to receive cash equal to the accrued and unpaid
dividends on such shares after October 1, 1995 to the
Closing Date for the Preferred Securities, in lieu of
dividends on their Depositary Shares accepted for exchange.
Such amount will be payable on the Closing Date.
Distributions on the TOPrS will begin to accrue on the
Closing Date.
Q: EXPLAIN THE 20 QUARTER DIVIDEND DEFERRAL PROVISION OF THE
TOPRS.
A: Quarterly interest payments on the Junior Subordinated
Debentures may be deferred at any time for one or more
periods of up to 20 consecutive quarters each, at the option
of the Company. In the case of any such deferral,
distributions on the TOPrS will be similarly deferred. See
"Distributions" under DESCRIPTION OF THE PREFERRED
SECURITIES in the Prospectus.
Quarterly dividend payments on the Depositary Shares are
payable only if declared by the Company's Board of
Directors, and such dividends may be deferred indefinitely
subject to the rights of the Holders to elect a majority of
the Company's Board of Directors if four full quarterly
dividends are in default. To date, the Company has made
each quarterly dividend payment with respect to the
Depositary Shares on the scheduled dividend payment date.
Deferred TOPrS distributions continue to accrue and compound
quarterly at a rate equal to 8.25% per annum. During a
deferral, TU Electric Capital will continue to accrue
interest income (as original issue discount) in respect of
the Junior Subordinated Debentures which will be taxable to
beneficial owners of the TOPrS. As a result, beneficial
owners of the TOPrS during such a deferral will include
their pro rata share of the interest in gross income in
advance of the receipt of cash. Dividends on the Depositary
Shares accrue if dividends are suspended, but suspended
dividend payments are not compounded.
TAX ISSUES
Q: WILL THE EXCHANGE OF TOPRS FOR DEPOSITARY SHARES OR CASH
CONSTITUTE A TAXABLE EVENT?
A: Yes. The Company recommends that each holder read the
section
entitled CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES in the Prospectus and consult their own tax
advisor.<PAGE>
Q: WHAT IS THE TAX TREATMENT OF ANY CASH RECEIVED FROM THE
OFFER?
A: If a Holder exchanges Depositary Shares for TOPrS and cash,
gain or loss will be recognized in an amount equal to the
difference between the fair market value of the TOPrS plus
the cash and the Holder's tax basis in the Depositary
Shares. If a Holder exchanges Depositary Shares for cash
only, gain or loss will be recognized in an amount equal to
the difference between the cash received and the Holder's
tax basis in the Depositary Shares. Except in limited
circumstances, any gain recognized will be long-term capital
gain or loss if the Depositary Shares have been held for
more than one year.
Q: WHAT WILL BE THE INITIAL TAX BASIS FOR THE TOPRS?
A: The initial tax basis of TOPrS acquired in the Offer will be
equal to the fair market value of the TOPrS on the
Expiration Date of the Offer.
Q: HOW WILL DISTRIBUTIONS ON THE TOPRS BE REPORTED TO THE IRS?
A: Distributions on the TOPrS will be reported on Form 1099.
Q: CORPORATE HOLDERS CAN CLAIM THE DIVIDENDS-RECEIVED DEDUCTION
ON DIVIDENDS ON THE DEPOSITARY SHARES. ARE DISTRIBUTIONS ON
THE TOPRS ELIGIBLE FOR THAT DEDUCTION FOR CORPORATE HOLDERS?
A: No.
PROCEDURES FOR EXCHANGING
DEPOSITARY SHARES
Q: IF DEPOSITARY SHARES ARE REGISTERED IN MY NAME, HOW DO I
PARTICIPATE IN THE OFFER?
A: You should have received a package from D.F. King & Co.,
Inc.
consisting of this Question and Answer sheet and:
. Prospectus dated November 7, 1995
. Letter of Transmittal bearing a pre-printed label with
your account name and address
. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
. Notice of Guaranteed Delivery
. Return envelope addressed to Chemical Mellon
Shareholder
Services, L.L.C.
If, after reviewing these materials carefully, you decide to
participate in the Offer, complete the applicable Letter of
Transmittal. The Letter of Transmittal provides the option<PAGE>
to exchange for either TOPrS and cash, or for cash only.
Send the completed and signed Letter of Transmittal with
your Depositary Receipts to Chemical Mellon Shareholder
Services, L.L.C., as Exchange Agent at any of the addresses
shown on the Letter of Transmittal. It is recommended that
you use insured or registered mail.
Holders of record may also contact their broker to exchange
their Depositary Shares on their behalf. And if you cannot
deliver your certificate(s) to the Exchange Agent before the
Expiration Date, then you must arrange for your broker to
guarantee delivery of your Depositary Shares.
Q: IF MY DEPOSITARY SHARES ARE HELD BY A BROKER OR BANK FOR MY
ACCOUNT, HOW DO I PARTICIPATE IN THE OFFER?
A: If your Depositary Shares are held by a broker or bank for
your account, you should have received a package from them
as holder of record containing, along with this Question and
Answer sheet, the following:
. Prospectus dated November 7, 1995
. Letter of Transmittal (for information only)
. Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
. Notice of Guaranteed Delivery
. Cover letter or notice with instructions from your
broker
or bank.
If you decide to participate in the Offer, you must contact
your broker or bank to tender your Depositary Shares on your
behalf.
Q: ONCE I HAVE TENDERED MY DEPOSITARY SHARES, OR INSTRUCTED MY
BROKER OR BANK TO TENDER THEM ON MY BEHALF, MAY I WITHDRAW
THEM FROM THE OFFER?
A: Yes, tenders of Depositary Shares may be withdrawn at any
time
prior to the Expiration Date and, unless accepted for
exchange by the Company, may be withdrawn at any time after
January 5, 1995. See THE EXCHANGE OFFER - "Withdrawal of
Tenders" in the Prospectus.<PAGE>
Q: WHEN DOES THE OFFER EXPIRE?
A: At 12:00 midnight, New York City time, on December 6, 1995,
unless extended by the Company. The Company may also amend
or terminate the Offer as described in the Prospectus.
For additional details,
or if you have any questions,
please call the Information Agent
D.F. King & Co., Inc.
1-800-697-6974<PAGE>
This announcement is neither an offer to exchange or purchase nor
a solicitation of an offer to exchange or sell Depositary Shares.
The Offers are made solely by the applicable Prospectus dated
November 7, 1995 and the related Letters of Transmittal and are
not being made to (nor will exchanges be accepted from or on
behalf of) holders of Depositary Shares residing in any
jurisdiction in which the making of the Offers or the acceptance
thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction the securities laws of which
require the Offers to be made by a licensed broker or dealer, the
Offers shall be deemed made on behalf of the Company by one or
more brokers or dealers licensed under the laws of such
jurisdiction.
Notice of Offers to Exchange
by
Texas Utilities Electric Company
for
Any or All of its
$1.875 Depositary Shares $1.805 Depositary Shares $2.05 Depositary Shares
Series A Series B Each Representing
Each Representing Each Representing 1/4 share of
1/4 share of 1/4 share of $8.20 Cumulative
$7.50 Cumulative $7.22 Cumulative Preferred Stock
Preferred Stock Preferred Stock
Texas Utilities Electric Company, a Texas corporation (Company),
pursuant to the applicable Prospectus dated November 7, 1995, is
offering to exchange for any or all of its
I. 7,659,300 outstanding Depositary Shares, Series A, each
representing 1/4 share of $7.50 Cumulative Preferred Stock
($1.875 Depositary Shares), either 8.25% Trust Originated
Preferred Securities (TOPrS(SM)) issued by TU Electric
Capital I with a liquidation preference of $25.00 plus a
cash component of $2.50, or cash only in the amount of
$27.50 ($1.875 Depositary Share Offer).
II. 6,613,700 outstanding Depositary Shares, Series B, each
representing 1/4 share of $7.22 Cumulative Preferred Stock
($1.805 Depositary Shares), either 8.25% Trust Originated
Preferred Securities (TOPrS(SM)) issued by TU Electric
Capital I with a liquidation preference of $25.00 plus a
cash component of $2.25, or cash only in the amount of
$27.25 ($1.805 Depositary Share Offer).
III. 5,000,000 outstanding Depositary Shares, each representing
1/4 share of $8.20 Cumulative Preferred Stock ($2.05
Depositary Shares), either 9.00% Trust Originated Preferred
Securities (TOPrS(SM)) issued by TU Electric Capital II with
a liquidation preference of $25.00, or cash in the amount of
$26.50 ($2.05 Depositary Share Offer).
The $1.875 Depositary Share Offer, the $1.805 Depositary
Share Offer and the $2.05 Depositary Share Offer collectively
constitute the Offers. The $1.875 Depositary Shares, the $1.805
Depositary Shares and the $2.05 Depositary Shares collectively
constitute the Depositary Shares.
Each Offer has its own Letter of Transmittal and Notice of
Guaranteed Delivery. EACH OFFER IS INDEPENDENT, AND THE OFFERS
ARE NOT CONDITIONED UPON ANY MINIMUM NUMBER OF DEPOSITARY SHARES
BEING TENDERED. The Offers are, however, subject to certain
other conditions. See THE EXCHANGE OFFER in the applicable
Prospectus.
NONE OF TU ELECTRIC CAPITAL I, TU ELECTRIC CAPITAL II, THE
COMPANY, OR THE COMPANY'S BOARD OF DIRECTORS MAKES ANY
RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO
TENDER ALL OR ANY DEPOSITARY SHARES IN THE OFFERS OR TO ELECT TO
RECEIVE AS CONSIDERATION FOR ANY DEPOSITARY SHARES TENDERED
EITHER PREFERRED SECURITIES PLUS A CASH COMPONENT, IF APPLICABLE,
OR CASH ONLY. EACH SHAREHOLDER MUST MAKE ITS OWN DECISION.
Holders of Depositary Shares accepted for exchange will be
entitled to receive on the Closing Date cash equal to the accrued
and unpaid dividends on such shares after October 1, 1995 to the
Closing Date, in lieu of dividends on their Depositary Shares
accepted for exchange. Distributions on the TOPrS will begin to
accrue at their stated rate on the Closing Date.
The purpose of the Offers is to reduce the after-tax
financing costs of the Company through the replacement of
Depositary Shares with TOPrS and similar securities.
Upon the terms and subject to the conditions of the Offers,
the Company will accept for exchange any and all of the
Depositary Shares validly tendered and not withdrawn on or prior
to 12:00 midnight, New York City time, on December 6, 1995, or if
the Offer is extended with respect to any series of Depositary
Shares by the Company, in its sole discretion, the latest date
and time to which the Offer with respect to such series has been
extended (with respect to each such series, Expiration Date).
The Company reserves the right to extend the Offer with respect
to any series of Depositary Shares in its sole discretion at any
time and from time to time by giving oral or written notice to
Chemical Mellon Shareholder Services, L.L.C. and by making a
public announcement thereof. See THE EXCHANGE OFFER -
"Procedures for Tendering" and "Acceptance of Depositary Shares;
Delivery of Preferred Securities" in the applicable Prospectus.
Subject to the provisions under THE EXCHANGE OFFER -
"Withdrawal of Tenders," tenders of Depositary Shares of any
series pursuant to the Offers may be withdrawn at any time on or
prior to the Expiration Date with respect to such series and,
unless accepted for exchange by the Company, may be withdrawn at
any time after January 5, 1996. See THE EXCHANGE OFFER -
"Withdrawal of Tenders" in the applicable Prospectus.
The applicable Prospectus and Letter of Transmittal contain
important information which should be read before any decision is
made with respect to the applicable Offer. Tenders may be made
only by a properly completed and executed Letter of Transmittal
or Agent's Message (as described in the applicable Prospectus).
The Company will pay to Soliciting Dealers (as defined in
the applicable Prospectus) designated by the registered or
beneficial owner, as appropriate, of the Depositary Shares, a
solicitation fee per Depositary Share validly tendered and
accepted for exchange pursuant to the Offers, subject to certain
conditions. Soliciting Dealers are not entitled to a
solicitation fee for Depositary Shares beneficially owned by such
Soliciting Dealer and tendered for exchange.
The information required to be disclosed by paragraph (d)(1)
of Rule 13e-4 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, is contained in the
applicable Prospectus and is incorporated herein by reference.
The applicable Prospectus and Letter of Transmittal are
first being sent to holders of Depositary Shares on November 8,
1995 and are being furnished to brokers, dealers, banks and
similar persons whose name or whose nominees appear on the list
of holders of the Depositary Shares or, if applicable, who are
listed as participants in a clearing agency's security position
listing, for subsequent transmittal to beneficial owners of
Depositary Shares.
Any questions or requests for assistance should be directed
to the Information Agent at the address and telephone numbers set
forth below and the Dealer Managers. Requests for copies of the
applicable Prospectus or Letter of Transmittal or Notice of
Guaranteed Delivery should be directed to D. F. King & Co., Inc.,
the Information Agent, at 1-800-697-6974, and copies will be
forwarded promptly at the Company's expense. Holders of
Depositary Shares may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the
Offers.
<PAGE>
The Information Agent for the Offers is:
D. F. King & Co., Inc.
77 Water Street
20th Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: 1-800-697-6974
The Dealer Managers for the Offers are:
Merrill Lynch & Co.
World Financial Center
North Tower
New York, New York 10281
(212) 236-4565 (Collect)
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
(800) 828-3182 (Toll-Free)
Lehman Brothers
3 World Financial Ccenter
New York, New York 10285
(800) 438-3242 (Toll-Free)
Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
(800) 813-3754 (Toll-Free)
November 8, 1995<PAGE>
(SM) "Trust Originated Preferred Securities" and "TOPrS" are
service marks of Merrill Lynch & Co.
