As filed with the Securities and Exchange Commission on December 14, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TXU ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Texas Energy Plaza 75-1837355
(State of incorporation or 1601 Bryan Street (I.R.S. Employer
organization) Dallas, Texas 75201 Identification No.)
(212) 812-4600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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ROBERT A. WOOLDRIDGE, Esq. PETER B. TINKHAM, Esq. ROBERT J. REGER, JR., Esq.
Worsham Forsythe Wooldridge LLP Secretary and Assistant Treasurer Thelen Reid & Priest LLP
1601 Bryan Street TXU Corp. 40 West 57th Street
Dallas, Texas 75201 1601 Bryan Street New York, New York 10019
(214) 979-3000 Dallas, Texas 75201 (212) 603-2000
(214) 812-4600
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(Names and addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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It is respectfully requested that the Commission also send copies of all
notices, orders and communications to:
RICHARD L. HARDEN, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
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Approximate date of commencement of proposed sale to the public:
December 14, 2000.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] No. 333-42985 and
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No. 33-83976.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
Title of each class of securities Amount to be OFFERING PRICE AGGREGATE REGISTRATION
to be registered registered PER UNIT* OFFERING PRICE FEE
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First Mortgage Bonds $76,150,000 100% $76,150,000 $20,104
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* Estimated solely for the purpose of calculating the registration fee.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (Securities Act), with respect to the
offering by TXU Electric Company (Company) of $76,150,000 million in aggregate
principal amount of its First Mortgage Bonds. In accordance with the provisions
of General Instruction IV of Form S-3, the contents of Registration Statement
No. 333-42985 (including the combined prospectus filed pursuant to Rule 429
under the Securities Act in connection with that registration statement and
Registration Statement No. 33-83976) which was filed with the Securities and
Exchange Commission on December 23, 1997, including the exhibits thereto, is
incorporated by reference into this registration statement.
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ITEM 16. EXHIBITS.
5(a) Opinion and Consent of Worsham Forsythe Wooldridge LLP, General
Counsel to TXU Electric Company.
5(b) Opinion and Consent of Thelen Reid & Priest LLP, Of Counsel to TXU
Electric Company.
15 Letter of Deloitte & Touche LLP regarding unaudited condensed interim
financial information.
23(a) Independent Auditors' Consent of Deloitte & Touche LLP.
23(b) Consent of Worsham Forsythe Wooldridge LLP (included in opinion,
attached hereto as Exhibit 5(a)).
23(c) Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
24 Powers of Attorney (included on the signature pages of this
registration statement).
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POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears
below hereby appoints the Agents for Service named in this registration
statement, and each of them severally, as his or her attorney-in-fact to sign in
his or her name and behalf, in any and all capacities stated below, and to file
with the Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this registration statement, and the registrant
hereby also appoints each such Agent for Service as its attorney-in-fact with
like authority to sign and file any such amendments in its name and on its
behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, and State of Texas, on the 14th day of
December, 2000.
TXU ELECTRIC COMPANY
By: /s/ Erle Nye
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(Erle Nye, Chairman of the Board
and Chief Executive)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Erle Nye Principal Executive )
---------------------------------- Officer )
(Erle Nye, Chairman of the and Director )
Board and Chief Executive) )
)
/s/ Kirk R. Oliver Principal Financial )
---------------------------------- Officer )
(Kirk R. Oliver, Vice President) )
)
/s/ Jerry W. Pinkerton, Principal Accounting )
---------------------------------- Officer )
(Jerry W. Pinkerton, Vice President) )
)
/s/ T.L. Baker Director )
---------------------------------- )
(T.L. Baker) )
) December 14, 2000
/s/ D.W. Biegler Director )
---------------------------------- )
(D.W. Biegler ) )
)
/s/ Barbara Curry Director )
---------------------------------- )
(Barbara Curry ) )
)
/s/ M.S. Greene Director )
---------------------------------- )
(M.S. Greene) )
)
/s/ Michael J. McNally Director )
---------------------------------- )
(Michael J. McNally) )
)
/s/ W.M. Taylor Director )
---------------------------------- )
(W.M. Taylor) )
