<PAGE>
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TEXAS UTILITIES COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 75-0705930
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2001 BRYAN TOWER, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
------------------------
EMPLOYEES' THRIFT PLAN
OF THE
TEXAS UTILITIES COMPANY SYSTEM
(Full title of the Plan)
------------------------
<TABLE>
<S> <C> <C>
ROBERT A. WOOLDRIDGE, Esq. H. JARRELL GIBBS ROBERT J. REGER, JR., Esq.
Worsham, Forsythe, Sampels Vice President Reid & Priest
& Wooldridge, L.L.P. 2001 Bryan Tower 40 West 57th Street
2001 Bryan Tower Dallas, Texas 75201 New York, New York 10019
Dallas, Texas 75201 (214) 812-4600 (212) 603-2000
(214) 979-3000
</TABLE>
(Names and addresses of agents for service)
(Telephone numbers, including area codes, of agents for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum Amount of
Title of Amount to offering price aggregate registration
securities to be registered be registered(1) per share(2) offering price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, without par value 2,000,000 shares $36.875 $73,750,000 $25,431.03
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (1933 Act), this registration statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated, pursuant to Rule 457(c) of the 1933 Act, solely for the purpose of determining the registration fee (based on
the average ($36.875 per share) of the highest and the lowest sale price of the Company's common stock on the composite tape
on February 16, 1994).
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</TABLE>
<PAGE>
THE CONTENTS OF REGISTRATION STATEMENT NO. 33-46674, WHICH BECAME EFFECTIVE
UPON FILING ON MARCH 25, 1992, ARE INCORPORATED HEREIN BY REFERENCE, EXCEPT FOR
ITEMS 5,6 AND 8 OF PART II THEREOF.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
At December 31, 1993, members of the firm of Worsham, Forsythe, Sampels &
Wooldridge, L.L.P. owned approximately 48,250 shares of the common stock of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Restated Articles of Incorporation of the Company
provides as follows:
"The Corporation shall reimburse or indemnify any former, present or
future director, officer or employee of the Corporation, or any person who
may have served at its request as a director, officer or employee of
another corporation, or any former, present or future director, officer or
employee of the Corporation who shall have served or shall be serving as an
administrator, agent or fiduciary for the Corporation or for another
corporation at the request of the Corporation (and his heirs, executors and
administrators) for or against all expenses and liabilities incurred by him
or them, or imposed on him or them, including, but not limited to,
judgments, settlements, court costs and attorneys' fees, in connection
with, or arising out of, the defense of any action, suit or proceeding in
which he may be involved by reason of his being or having been such
director, officer or employee, except with respect to matters as to which
he shall be adjudged in such action, suit or proceeding to be liable
because he did not act in good faith, or because of dishonesty or conflict
of interest in the performance of his duty.
"No former, present or future director, officer or employee of the
Corporation (or his heirs, executors and administrators) shall be liable
for any act, omission, step or conduct taken or had in good faith, which is
required, authorized or approved by an order or orders issued pursuant to
the Public Utility Holding Company Act of 1935, the Federal Power Act, or
any other federal or state statute regulating the Corporation or its
subsidiaries, or any amendments to any thereof. In any action, suit or
proceeding based on any act, omission, step or conduct, as in this
paragraph described, the provisions hereof shall be brought to the
attention of the court. In the event that the foregoing provisions of this
paragraph are found by the court not to constitute a valid defense, each
such director, officer or employee (and his heirs, executors and
administrators) shall be reimbursed for, or indemnified against, all
expenses and liabilities incurred by him or them, or imposed on him or
them, including, but not limited to, judgments, settlements, court costs
and attorneys' fees, in connection with, or arising out of, any such
action, suit or proceeding based on any act, omission, step or conduct
taken or had in good faith as in this paragraph described.
"The foregoing rights shall not be exclusive of other rights to which
any such director, officer or employee (or his heirs, executors and
administrators) may otherwise be entitled under any bylaw, agreement, vote
of shareholders or otherwise, and shall be available whether or not the
director, officer or employee continues to be a director, officer or
employee at the time of incurring such expenses and liabilities. In
furtherance, and not in limitation of the foregoing provisions of this
Article IX, the Corporation may indemnify and may insure any such persons
to the fullest extent permitted by the Texas Business Corporation Act, as
amended from time to time, or the laws of the State of Texas, as in effect
from time to time."
II-1
<PAGE>
Article 2.02-1 of the Texas Business Corporation Act permits the Company,
in certain circumstances, to indemnify any present or former director, officer,
employee or agent of the Company against judgments, penalties, fines,
settlements and reasonable expenses incurred in connection with a proceeding in
which any such person was, is or is threatened to be, made a party by reason of
holding such office or position, but only to a limited extent for obligations
resulting from a proceeding in which the person is found liable on the basis
that a personal benefit was improperly received or in circumstances in which the
person is found liable in a derivative suit brought on behalf of the Company.
Article X of the Articles of Incorporation of the Company provides as
follows:
"A director of the Corporation shall not be liable to the Corporation
or its shareholders for monetary damages for any act or omission in the
director's capacity as a director, except that this provision does not
eliminate or limit the liability of a director to the extent the director
is found liable for:
(a) a breach of the director's duty of loyalty to the Corporation
or its shareholders;
(b) an act or omission not in good faith that constitutes a
breach of duty of the director to the Corporation or an act or
omission that involved intentional misconduct or a knowing violation
of the law;
(c) a transaction 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
(d) an act or omission for which the liability of the director is
expressly provided for by an applicable statute.
If the laws of the State of Texas are amended to authorize action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited
to the fullest extent permitted by such laws as so amended. Any repeal or
modification of this Article X shall not adversely affect any right of
protection of a director of the Corporation existing at the time of such
repeal or modification."
Section 21 of the Company's bylaws provides as follows:
"Section 21. INSURANCE, INDEMNIFICATION AND OTHER ARRANGEMENTS.
Without further specific approval of the shareholders of the Corporation,
the Corporation may purchase, enter into, maintain or provide insurance,
indemnification or other arrangements for the benefit of any person who is
or was a director, officer, employee or agent of the Corporation or is or
was serving another entity at the request of the Corporation as a director,
officer, employee, agent or otherwise, to the fullest extent permitted by
the laws of the State of Texas, including without limitation Art. 2.02-1 of
the Texas Business Corporation Act or any successor provision, against any
liability asserted against or incurred by any such person in any such
capacity or arising out of such person's service in such capacity whether
or not the Corporation would otherwise have the power to indemnify against
any such liability under the Texas Business Corporation Act. If the laws of
the State of Texas are amended to authorize the purchase, entering into,
maintaining or providing of insurance, indemnification or other
arrangements in the nature of those permitted hereby to a greater extent
than presently permitted, then the Corporation shall have the power and
authority to purchase, enter into, maintain and provide any additional
arrangements in such regard as shall be permitted from time to time by the
laws of the State of Texas without further approval of the shareholders of
the Corporation. No repeal or modification of such laws or this Section 21
shall adversely affect any such arrangement or right to indemnification
existing at the time of such repeal or modification."
II-2
<PAGE>
The Company has entered into agreements with its officers and directors
which provide, among other things, for their indemnification by the Company to
the fullest extent permitted by Texas law, unless a final adjudication
establishes that the indemnitee's acts were committed in bad faith, were the
result of active and deliberate dishonesty or that the indemnitee personally
gained a financial profit to which the indemnitee was not legally entitled.
These agreements further provide, under certain circumstances, for the
advancement of expenses and the implementation of other arrangements for the
benefit of the indemnitee.
The Company has insurance covering its expenditures which might arise in
connection with its lawful indemnification of its directors and officers for
their liabilities and expenses. Officers and directors of the Company also have
insurance which insures them against certain other liabilities and expenses.
II-3
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
PREVIOUSLY FILED*
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WITH FILE AS
EXHIBIT NUMBER EXHIBIT
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<S> <C> <C> <C>
4(a) 33-48880 4(a) -- Restated Articles of Incorporation of Texas
Utilities Company.
4(b) 33-48880 4(b) -- Bylaws, as amended, of Texas Utilities
Company.
5(a) -- Opinion of Reid & Priest.
5(b) -- Opinion of Worsham, Forsythe, Sampels &
Wooldridge, L.L.P.
15 -- Letter of Deloitte & Touche regarding
unaudited condensed interim financial
information.
23(a) -- Independent Auditors' Consent.
23(b) -- Consents of Reid & Priest and Worsham,
Forsythe, Sampels & Wooldridge, L.L.P. are
contained in Exhibits 5(a) and 5(b),
respectively.
24 -- Power of Attorney (see Page II-5 and II-6).
<FN>
______________
*Incorporated herein by reference.
</TABLE>
UNDERTAKING. The Company will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service (IRS) in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.
II-4
<PAGE>
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/her attorney-in-fact to sign in
his/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 behalf.
SIGNATURES
THE REGISTRANT. 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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, and State of Texas, on the 24th day of
February, 1994.
TEXAS UTILITIES COMPANY
By /s/ J.S. FARRINGTON
--------------------------------------
(J.S. Farrington, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J.S. FARRINGTON
- ------------------------------------------------------------ Principal Executive February 24, 1994
(J.S. Farrington, Chairman of the Board and Chief Executive) Officer and Director
/s/ ERLE NYE
- ------------------------------------------------------------ President February 24, 1994
(Erle Nye, President) and Director
/s/ H. JARRELL GIBBS
- ------------------------------------------------------------ Principal Financial February 24, 1994
(H. Jarrell Gibbs, Vice President) Officer
/s/ H. DAN FARELL
- ------------------------------------------------------------ Principal Accounting February 24, 1994
(H. Dan Farell, Controller) Officer
/s/ JACK W. EVANS
- ------------------------------------------------------------ Director February 24, 1994
(Jack W. Evans)
/s/ BAYARD H. FRIEDMAN
- ------------------------------------------------------------ Director February 24, 1994
(Bayard H. Friedman)
/s/ WILLIAM M. GRIFFIN
- ------------------------------------------------------------ Director February 24, 1994
(William M. Griffin)
/s/ KERNEY LADAY
- ------------------------------------------------------------ Director February 24, 1994
(Kerney Laday)
/s/ MARGARET N. MAXEY
- ------------------------------------------------------------ Director February 24, 1994
(Margaret N. Maxey)
/s/ JAMES A. MIDDLETON
- ------------------------------------------------------------ Director February 24, 1994
(James A. Middleton)
/s/ CHARLES R. PERRY
- ------------------------------------------------------------ Director February 24, 1994
(Charles R. Perry)
- ------------------------------------------------------------ Director
(Herbert H. Richardson)
</TABLE>
II-5
<PAGE>
POWER OF ATTORNEY
The Plan hereby appoints the Agents for Service named in this registration
statement, and each of them severally, as its attorney-in-fact to sign in its
name and behalf and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments, to this registration
statement.
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Employees' Thrift Plan Committee has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dallas, and the State of Texas, on the 24th day of February, 1994.
EMPLOYEES' THRIFT PLAN of the
TEXAS UTILITIES COMPANY SYSTEM
By /s/ H. JARRELL GIBBS
----------------------------------------
(H. Jarrell Gibbs, Chairman
Employees' Thrift Plan Committee)
II-6
<PAGE>
Exhibit 5(a)
Reid & Priest
40 West 57th Street
New York, New York 10019
February 24, 1994
Texas Utilities Company
2001 Bryan Tower
Dallas, Texas 75201
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 to be
filed by Texas Utilities Company (Company) on or about the date hereof with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
for the registration of 2,000,000 shares of the Company's common stock, without
par value (Stock), to be offered from time to time in connection with the
Employees' Thrift Plan of the Texas Utilities Company System (Plan) and of an
indeterminate amount of interests in the Plan. We are of the opinion that:
1. Your Company is a corporation validly organized and existing
under the laws of the State of Texas.
2. All requisite action necessary to make any shares of authorized
but unissued Stock validly issued, fully paid and non-assessable and to
make valid the interests in the Plan will have been taken when any shares
of authorized but unissued Stock sold pursuant to the Plan shall have been
issued and delivered for the consideration contemplated in the Plan.
We are members of the New York Bar and do not hold ourselves out as
experts on the laws of Texas. As to all matters of Texas law, we have with your
consent relied upon an opinion of even date herewith addressed to you by
Worsham, Forsythe, Sampels & Wooldridge, L.L.P. of Dallas, Texas.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Reid & Priest
---------------------------------
REID & PRIEST
<PAGE>
Exhibit 5(b)
WORSHAM, FORSYTHE, SAMPELS & WOOLDRIDGE, L.L.P.
Attorneys and Counselors at Law
Thirty-two Hundred, 2001 Bryan Tower
Dallas, Texas 75201
__________
Telephone (214) 979-3000
Fax (214) 880-0011
February 24, 1994
Texas Utilities Company
2001 Bryan Tower
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the Registration Statement on Form S-8 to be filed by Texas
Utilities Company (Company) on or about the date hereof with the Securities and
Exchange Commission (Commission) under the Securities Act of 1933, as amended,
for the registration of 2,000,000 shares of the Company's common stock, without
par value (Stock), to be offered from time to time in connection with the
Employees' Thrift Plan of the Texas Utilities Company System (Plan) and of an
indeterminate amount of interests in the Plan, we are of the opinion that:
1. The Company is a corporation validly organized and existing under the
laws of the State of Texas.
2. All requisite action necessary to make any shares of authorized but
unissued Stock validly issued, fully paid and nonassessable and to make valid
the interests in the Plan will have been taken when any shares of authorized but
unissued Stock sold pursuant to the Plan shall have been issued and delivered
for the consideration contemplated in the Plan.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the aforementioned Registration Statement.
Very truly yours,
WORSHAM, FORSYTHE, SAMPELS
& WOOLDRIDGE, L.L.P.
By: /s/ Neil D. Anderson
-------------------------------
A Partner
<PAGE>
EXHIBIT 15
Texas Utilities Company
We have reviewed in accordance with standards established by the American
Institute of Certified Public Accountants the unaudited condensed interim
financial information of Texas Utilities Company for the periods ended March 31,
1993 and 1992, June 30, 1993 and 1992, and September 30, 1993 and 1992, as
indicated in our reports dated May 11, 1993, August 11, 1993, and November 10,
1993, respectively; 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 your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993, June 30,
1993, and September 30, 1993, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, 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 that Act.
/s/ Deloitte & Touche
February 23, 1994
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Texas Utilities Company on Form S-8 of our report dated March 11, 1993,
appearing in the Annual Report on Form 10-K of Texas Utilities Company for the
year ended December 31, 1992, and of our report dated June 22, 1993, appearing
in the Annual Report on Form 11-K of the Employees' Thrift Plan of the Texas
Utilities Company System for the year ended December 31, 1992.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Dallas, Texas
February 23, 1994
