<PAGE>
As filed with the Securities and Exchange Commission on February 14, 1995.
Registration No. 33-_________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
______________________
ENSERCH EXPLORATION, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 75-2556975
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
4849 GREENVILLE AVENUE, SUITE 1500
DALLAS, TEXAS 75206-1110
(Address of principal Executive Offices)
ENSERCH EXPLORATION, INC. 1994 STOCK INCENTIVE PLAN
(Full title of the Plan)
MICHAEL G. FORTADO
VICE PRESIDENT AND CORPORATE SECRETARY
300 SOUTH ST. PAUL STREET
DALLAS, TEXAS 75201-5598
(214)651-8700
(Name, address and telephone number of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
________________________________________________________________________________
Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities to Amount to be Offering Price Offering Amount of
be Registered Registered(1) Per Share(2) Price (2) Fee (2)
________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $9.875 $19,750,000 $6,811
$1.00 par shares
value
________________________________________________________________________________
</TABLE>
<footnote>
(1) The registration statement also includes an indeterminable number of
additional shares that may become issuable as a result of terminated,
expired or surrendered options for Common Stock, or pursuant to the
antidilution adjustment provisions of the plan.
(2) In accordance with Rule 457(c), calculated on the basis of the average of
the high and low prices for the Common Stock on the New York Stock
Exchange Composite tape on February 10, 1995.
______________________________________________________________________________
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the
registration statement:
(a) The Registrant's latest Annual Report on Form 10-K
or, if the financial statements therein are more current, the
Registrant's latest prospectus, other than the prospectus of
which this document is a part, filed pursuant to rule 424(b)
or (c) of the Securities and Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the Registrant pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934 since the end of the fiscal year covered by the Annual
Report or the prospectus referred to in (a) above.
(c) The descriptions of the Registrant's Common Stock
which are contained in the Registrant's registration
statements filed under Section 12 of the Securities Exchange
Act of 1934, including any amendment or reports filed for the
purpose of updating such descriptions.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the shares of
Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be
a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the Common Stock being registered hereunder
will be passed upon by William T. Satterwhite, Esquire, Senior Vice
President of the Company. As of February 14, 1995, Mr. Satterwhite
owned 2,000 restricted shares of Common Stock and held options
to acquire 2,500 shares of Common Stock
Item 6. Indemnification of Directors and Officers
Registrant's Articles of Incorporation provide that, to the
fullest extent permitted by Texas law, directors of Registrant will
not be liable to Registrant or its shareholders for monetary
damages for any act or omission occurring in their capacity as a
director. Texas law does not currently authorize the elimination
or limitation of the liability of a director to the extent the
director is found liable for (i) any breach of the director's duty
of loyalty to Registrant or its shareholders, (ii) acts or
omissions not in good faith that constitute a breach of duty of the
director of Registrant or which involve intentional misconduct or
a knowing violation of law, (iii) transactions from which the
director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's
office or (iv) acts or omissions for which the liability of a
director is expressly provided by law.
Registrant's Articles of Incorporation and its Bylaws grant
mandatory indemnification to directors and officers of Registrant
to the fullest extent authorized under the Texas Business
Corporation Act. In general, a Texas corporation may indemnify a
director or officer who was, is or is threatened to be made a named
defendant or respondent in a proceeding by virtue of his position
in the corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the corporation and, in the case of criminal proceedings, had no
reasonable cause to believe his conduct was unlawful. A Texas
corporation may indemnify a director or officer in an action
brought by or in the right of the corporation only if such director
or officer was not found liable to the corporation, unless or only
to the extent that a court finds him to be fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling Registrant
pursuant to the foregoing provisions, Registrant has been advised
that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
No. Description
4.1 Restated Articles of Incorporation of Registrant (incorporated
herein by reference to Exhibit 3 of the Company's Report on
Form 8-K dated December 30, 1994).
4.2 Bylaws of the Company as currently in effect (incorporated
herein by reference to Exhibit 3.2 of the Company's
Registration Statement No. 33-56792 on Form S-4).
4.3 1994 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 of the Company's Registration Statement No. 33-
56792 on Form S-4).
5 Opinion of W. T. Satterwhite.
15 Letter re unaudited interim financial information.
23.1 Consent of W. T. Satterwhite (contained in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Power(s) of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest Annual Report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to
provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceedings) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly
authorized, in Dallas, Texas on February 13, 1995.
Enserch Exploration, Inc.
/s/ D. W. Biegler
February 14, 1995 By ________________________________
D. W. Biegler, Chairman
Pursuant to the requirements of the Securities Exchange Act of
1933, this registration statement or amendment thereto has been
signed by the following persons in the capacities and on the dates
indicated:
Signature and Title Date
D. W. Biegler, Chairman, Chief Executive
Officer, and Director; G. J. Junco,
President, Chief Operating Officer, and
Director; B. A. Bridgewater, Jr., Director; February 14, 1995
Frederick S. Addy, Director; S. R. Singer,
Senior Vice President, Chief Financial
Officer; J. W. Pinkerton, Vice President
and Controller
/s/ D. W. Biegler
By: _______________________________
D. W. Biegler
(Individually and as
Attorney-in-Fact for each
of the persons indicated)
<PAGE>
EXHIBIT 5
ENSERCH EXPLORATION, INC.
4849 Greenville Avenue, Suite 1500 W. T. Satterwhite
Dallas, TX 75206-4186 Senior Vice President
February 14, 1995
Enserch Exploration, Inc.
4849 Greenville Avenue, Suite 1500
Dallas, TX 75206-4186
Gentlemen:
As Senior Vice President of Enserch Exploration, Inc. and as
an attorney authorized to practice law in the State of Texas, I
have acted on your behalf in connection with the Registration
Statement (including Prospectus) on Form S-8 (the "Registration
Statement") being filed by Enserch Exploration, Inc. (the
"Company") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as
amended, 2,000,000 shares of the Common Stock, $1.00 par value, of
the Company under the Enserch Exploration 1994 Stock Incentive
Plan.
Based upon examination of such corporate records, documents
and questions of law as I have considered it necessary to examine
in order to give this opinion, I am pleased to advise you that in
my opinion:
(i) The Company has been duly organized and is a validly
existing corporation under the laws of the State of
Texas.
(ii) The Common stock being registered will, when sold in
accordance with the terms of the 1994 Stock Incentive
Plan, be legally issued, fully paid and non-assessable
and conform to the statements made with respect thereto
in the Prospectus.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ W. T. Satterwhite
W. T. Satterwhite
<PAGE>
EXHIBIT 15
Enserch Exploration, Inc.
We have made reviews in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Enserch Exploration Partners, Ltd. (EP) for the
periods ended March 31, 1994 and 1993, June 30, 1994 and 1993 and September
30, 1994 and 1993, as indicated in our reports dated April 25, 1994, July 29,
1994 and October 25, 1994; because we did not perform an audit, we expressed
no opinion on that information.
We are aware that our reports referred to above, which were included in
Quarterly Reports on Form 10-Q of EP for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994 are being incorporated by reference in
this Registration Statement.
We are also aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the Act.
DELOITTE & TOUCHE LLP
February 14, 1995
Dallas, Texas
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Enserch Exploration, Inc. on Form S-8 of our reports dated February 7,
1994 and September 1, 1994, related to the financial statements of Enserch
Exploration Partners, Ltd. for the year ended December 31, 1993, and the
balance sheet of Enserch Exploration, Inc. as of September 1, 1994,
respectively, appearing in the Prospectus/Information Statement dated
December 9, 1994, on Form S-4, which is a part of this Registration
Statement.
DELOITTE & TOUCHE LLP
February 14, 1995
Dallas, Texas
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Enserch Exploration, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8, with
such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation to said Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby
appoint G.J. Junco or S. R. Singer, and each of them severally, his
true and lawful attorney or attorneys with power to act with or
without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his
capacity as a director, officer or both, as the case may be, of the
Company, said Form S-8 and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to
file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving
the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 14th day of February, 1995.
/s/ D. W. Biegler
_____________________________
D. W. Biegler
<PAGE>
POWER OF ATTORNEY
WHEREAS, Enserch Exploration, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8, with
such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation to said Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director
or officer or both, as the case may be, of the Company, does hereby
appoint D. W. Biegler or S. R. Singer, and each of them severally,
his true and lawful attorney or attorneys with power to act with or
without the other and with full power of substitution and
resubstitution, to execute in his name, place and stead in his
capacity as a director, officer or both, as the case may be, of the
Company, said Form S-8 and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to
file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving
the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 14th day of February, 1995.
/s/ G. J. Junco
_____________________________
G. J. Junco
<PAGE>
POWER OF ATTORNEY
WHEREAS, Enserch Exploration, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8, with
such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation to said Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director
of the Company, does hereby appoint D. W. Biegler, G.J. Junco or
S. R. Singer, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other
and with full power of substitution and resubstitution, to execute
in his name, place and stead in his capacity as a director of the
Company, said Form S-8 and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to
file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving
the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 14th day of February, 1995.
/s/ Frederick S. Addy
_____________________________
Frederick S. Addy
<PAGE>
POWER OF ATTORNEY
WHEREAS, Enserch Exploration, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8, with
such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation to said Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director
of the Company, does hereby appoint D. W. Biegler, G.J. Junco or
S. R. Singer, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other
and with full power of substitution and resubstitution, to execute
in his name, place and stead in his capacity as a director of the
Company, said Form S-8 and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to
file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving
the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 14th day of February, 1995.
/s/ B. A. Bridgewater, Jr.
_____________________________
B. A. Bridgewater, Jr.
<PAGE>
POWER OF ATTORNEY
WHEREAS, Enserch Exploration, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8, with
such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation to said Form S-8;
NOW, THEREFORE, the undersigned in his capacity as an officer
of the Company, does hereby appoint D. W. Biegler or G.J. Junco,
and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the other and with full
power of substitution and resubstitution, to execute in his name,
place and stead in his capacity as an officer of the Company, said
Form S-8 and any and all amendments thereto and all instruments
necessary or incidental in connection therewith and to file the
same with the Commission. Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of
the undersigned in any and all capacities every act whatsoever
necessary or desirable to be done in the premises as fully and to
all intents and purposes as the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of
said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 14th day of February, 1995.
/s/ S. R. Singer
_____________________________
S. R. Singer
<PAGE>
POWER OF ATTORNEY
WHEREAS, Enserch Exploration, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), a Registration Statement on Form S-8, with
such amendment or amendments thereto in each case as may be
necessary or appropriate, together with any and all exhibits and
other documents having relation to said Form S-8;
NOW, THEREFORE, the undersigned in his capacity as an officer
of the Company, does hereby appoint D. W. Biegler, G.J. Junco or
S. R. Singer, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other
and with full power of substitution and resubstitution, to execute
in his name, place and stead in his capacity as an officer of the
Company, said Form S-8 and any and all amendments thereto and all
instruments necessary or incidental in connection therewith and to
file the same with the Commission. Each of said attorneys shall
have full power and authority to do and perform in the name and on
behalf of the undersigned in any and all capacities every act
whatsoever necessary or desirable to be done in the premises as
fully and to all intents and purposes as the undersigned might or
could do in person, the undersigned hereby ratifying and approving
the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has executed this
instrument on this 14th day of February, 1995.
/s/ J. W. Pinkerton
_____________________________
J. W. Pinkerton
