<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1993
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
EMPLOYEES' THRIFT PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
(Full Title of the Plan)
Commission File No. 1-3591
-------------------------------------
TEXAS UTILITIES COMPANY
2001 Bryan Tower, Dallas, Texas 75201
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
FINANCIAL STATEMENTS
<S> <C>
The following statements are furnished for the Plan:
Statement of Net Assets Available for Benefits,
December 31, 1993.................................................. 1
Statement of Net Assets Available for Benefits, December 31, 1992.... 2
Statement of Changes in Net Assets Available for Benefits,
for the Year Ended December 31, 1993............................... 3
Statement of Changes in Net Assets Available for Benefits, for the
Year Ended December 31, 1992....................................... 4
Notes to Financial Statements....................................... 5
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes,
December 31, 1993................................................. 12
Schedule of Reportable Transactions for the Year Ended
December 31, 1993................................................. 15
INDEPENDENT AUDITORS' REPORT............................................. 16
EXHIBITS
The following exhibit is filed herewith:
Independent Auditors' Consent........................................ 18
</TABLE>
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Bond Interest Equity
Common Index Income Income
1993 Total Stock Fund Fund Fund
---- ----- ------ ----- -------- -------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments - at fair value
(Notes 3 and 4):
Common Stock of Texas
Utilities Company................. $482,991,911 $482,991,911 $ -- $ -- $ --
Mutual funds....................... 58,433,516 -- 6,412,635 -- 22,268,584
Guaranteed contracts............... 44,031,971 -- -- 44,031,971 --
Money market funds................. 8,031,404 484,549 -- 826,243 --
------------ ------------ ---------- ----------- -----------
Total investments................ 593,488,802 483,476,460 6,412,635 44,858,214 22,268,584
Cash................................ 347,253 185,069 5 145,840 4,027
Contributions receivable
from Employer-corporations......... 2,755,310 1,023,712 145,284 397,298 261,912
Dividends receivable................ 9,855,435 9,855,435 -- -- --
Interest receivable................. 9,102 8,852 -- 250 --
Participant loans receivable........ 511,153 178,411 26,352 67,012 48,661
------------ ------------ ---------- ----------- -----------
Total assets..................... 606,967,055 494,727,939 6,584,276 45,468,614 22,583,184
LIABILITIES:
Note payable (Note 3)............... 250,000,000 250,000,000 -- -- --
Accrued interest payable............ 5,654,375 5,654,375 -- -- --
------------ ------------ ---------- ----------- -----------
Total liabilities................ 255,654,375 255,654,375 -- -- --
------------ ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS.... $351,312,680 $239,073,564 $6,584,276 $45,468,614 $22,583,184
============ ============ ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Equity Equity Unallocated
Index Balanced Growth Assets--
Fund Fund Fund SESCO
----- -------- ------ -----------
<C> <C> <C> <C>
ASSETS:
Investments - at fair value
(Notes 3 and 4):
Common Stock of Texas
Utilities Company................. $ -- $ -- $ -- $ --
Mutual funds....................... 4,965,861 10,046,850 14,739,586 --
Guaranteed contracts............... -- -- -- --
Money market funds................. -- -- -- 6,720,612
---------- ----------- ----------- ----------
Total investments................ 4,965,861 10,046,850 14,739,586 6,720,612
Cash................................ 3 7,962 4,347 --
Contributions receivable
from Employer-corporations......... 166,099 278,572 482,433 --
Dividends receivable................ -- -- -- --
Interest receivable................. -- -- -- --
Participant loans receivable........ 37,901 53,690 99,126 --
---------- ----------- ----------- ----------
Total assets..................... 5,169,864 10,387,074 15,325,492 6,720,612
LIABILITIES:
Note payable (Note 3)............... -- -- -- --
Accrued interest payable............ -- -- -- --
---------- ----------- ----------- ----------
Total liabilities................ -- -- -- --
---------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS.... $5,169,864 $10,387,074 $15,325,492 $6,720,612
========== =========== =========== ==========
</TABLE>
See accompanying Notes to Financial Statements.
1
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
- - -------------------------------------------------------------------------------------------------------------------------
Guaranteed
Fixed
Common Bond Income Equity
Total Stock Fund Fund Fund
----- ------ ---- ---------- ------
1992
----
ASSETS:
<S> <C> <C> <C> <C> <C>
Investments - at fair value (Notes 3 and 4):
Common Stock of Texas Utilities Company............ $464,278,967 $464,278,967 $ -- $ -- $ --
Mutual funds....................................... 19,379,361 -- -- -- 19,379,361
Guaranteed contracts............................... 50,336,750 -- -- 50,336,750 --
Money market funds................................. 9,951,838 2,532,559 3,415,000 4,004,279 --
------------ ------------ ---------- ----------- -----------
Total investments............................... 543,946,916 466,811,526 3,415,000 54,341,029 19,379,361
Cash................................................. 11,792,189 6,406,149 280,413 3,807,087 1,298,540
Contributions receivable from Employer-corporations.. 1,879,117 903,383 55,377 659,467 260,890
Dividends receivable................................. 9,570,409 9,570,409 -- -- --
Interest receivable.................................. 290,695 9,208 (14,251) 295,738 --
Due from (to) other funds............................ -- (45,042) (34,114) (315,431) 394,587
------------ ------------ ---------- ----------- -----------
Total assets....................................... 567,479,326 483,655,633 3,702,425 58,787,890 21,333,378
LIABILITIES:
Distributions payable -- Withdrawing participants.... 12,551,572 7,225,958 265,699 3,704,481 1,355,434
Advances -- Employer-corporations.................... 3,180,572 3,180,572 -- -- --
Note payable (Note 3)................................ 250,000,000 250,000,000 -- -- --
Accrued interest payable............................. 5,654,375 5,654,375 -- -- --
------------ ------------ ---------- ----------- -----------
Total liabilities.................................. 271,386,519 266,060,905 265,699 3,704,481 1,355,434
------------ ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS..................... $296,092,807 $217,594,728 $3,436,726 $55,083,409 $19,977,944
============ ============ ========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
2
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Bond Interest Equity
Common Index Income Income
Total Stock Fund Fund Fund
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR............. $296,092,807 $217,594,728 $3,436,726 $55,083,409 $19,977,944
ADDITIONS:
Income:
Dividends.................................................... 35,836,166 33,604,092 423,529 -- 706,185
Interest:
Investments................................................ 3,273,071 46,118 15,023 3,211,930 --
Loans...................................................... 5,119 1,649 223 611 567
------------ ------------ ---------- ----------- -----------
Total income........................................... 39,114,356 33,651,859 438,775 3,212,541 706,752
Contributions:
Participating employees' savings............................. 40,827,788 19,038,739 1,834,461 5,259,402 3,028,615
Employer-corporations (less forfeitures of $107,671)......... 12,181,860 5,461,248 -- -- --
------------ ------------ ---------- ----------- -----------
Total contributions.................................... 53,009,648 24,499,987 1,834,461 5,259,402 3,028,615
Net appreciation (depreciation) in fair value of investments... 10,965,168 7,482,528 (196,755) -- 2,702,941
------------ ------------ ---------- ----------- -----------
Total additions........................................ 103,089,172 65,634,374 2,076,481 8,471,943 6,438,308
DEDUCTIONS:
Distributions to withdrawing participants...................... 22,913,358 16,781,570 147,481 3,604,761 1,448,460
Interest expense and other fees (Note 3)....................... 24,955,941 24,868,371 48 87,299 223
------------ ------------ ---------- ----------- -----------
Total deductions....................................... 47,869,299 41,649,941 147,529 3,692,060 1,448,683
TRANSFERS FOR REINVESTMENTS--Net................................. -- (2,505,597) 1,218,598 (14,394,678) (2,384,385)
------------ ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR................... $351,312,680 $239,073,564 $6,584,276 $45,468,614 $22,583,184
============ ============ ========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
Equity Equity Unallocated
Index Balanced Growth Assets--
Fund Fund Fund SESCO
---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR............. $ -- $ -- $ -- $ --
ADDITIONS:
Income:
Dividends.................................................... 140,377 254,434 707,549 --
Interest:
Investments................................................ -- -- -- --
Loans...................................................... 410 537 1,122 --
---------- ----------- ----------- -----------
Total income........................................... 140,787 254,971 708,671 --
Contributions:
Participating employees' savings............................. 2,137,451 3,739,795 5,789,325 --
Employer-corporations (less forfeitures of $107,671)......... -- -- -- 6,720,612
---------- ----------- ----------- -----------
Total contributions.................................... 2,137,451 3,739,795 5,789,325 6,720,612
Net appreciation (depreciation) in fair value of investments... 176,624 184,035 615,795 --
---------- ----------- ----------- -----------
Total additions........................................ 2,454,862 4,178,801 7,113,791 6,720,612
DEDUCTIONS:
Distributions to withdrawing participants...................... 166,899 385,540 378,647 --
Interest expense and other fees (Note 3)....................... -- -- -- --
---------- ----------- ----------- -----------
Total deductions....................................... 166,899 385,540 378,647 --
TRANSFERS FOR REINVESTMENTS--Net................................. 2,881,901 6,593,813 8,590,348 --
---------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR................... $5,169,864 $10,387,074 $15,325,492 $6,720,612
========== =========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
3
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
- - -------------------------------------------------------------------------------
<TABLE>
Guaranteed
Fixed
Common Bond Income Equity
Total Stock Fund Fund Fund
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR................... $436,563,991 $321,650,497 $5,187,334 $84,080,997 $25,645,163
ADDITIONS:
Income:
Dividends......................... 40,690,118 39,703,352 -- -- 986,766
Interest.......................... 6,768,455 76,519 371,595 6,320,341 --
------------ ------------ ---------- ----------- -----------
Total income.................... 47,458,573 39,779,871 371,595 6,320,341 986,766
Contributions:
Participating employees' savings.. 29,007,378 13,374,329 798,441 10,836,891 3,997,717
Employer-corporations (less
forfeitures of $457,938)......... 7,538,572 7,538,572 -- -- --
------------ ------------ ---------- ----------- -----------
Total contributions............. 36,545,950 20,912,901 798,441 10,836,891 3,997,717
Net appreciation (depreciation)
in fair value of investments....... 8,710,548 7,103,632 (39,508) -- 1,646,424
------------ ------------ ---------- ----------- -----------
Total additions................ 92,715,071 67,796,404 1,130,528 17,157,232 6,630,907
DEDUCTIONS:
Distributions to withdrawing
participants....................... 208,292,981 144,853,302 3,150,084 48,781,550 11,508,045
Interest expense and other fees
(Note 3)........................... 24,893,274 24,769,890 -- 123,384 --
------------ ------------ ---------- ----------- -----------
Total deductions................ 233,186,255 169,623,192 3,150,084 48,904,934 11,508,045
TRANSFERS FOR REINVESTMENTS -- Net.... -- (2,228,981) 268,948 2,750,114 (790,081)
------------ ------------ ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR..................... $296,092,807 $217,594,728 $3,436,726 $55,083,409 $19,977,944
============ ============ ========== =========== ===========
</TABLE>
4
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- - -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN
The following description of the Employees' Thrift Plan of the Texas
Utilities Company System (Plan) is provided for general information purposes
only. Reference is made to the Plan document for more complete information.
General -- The Plan is a defined contribution plan established by Texas
Utilities Company and its subsidiaries (Employer-corporations). In 1990, the
Plan was amended to establish a leveraged employee stock ownership provision.
(See Note 3.) The Employees' Thrift Plan Committee manages the operation and
administration of the Plan. Mellon Bank, N.A. serves as trustee (Trustee) and
manages the assets of the Plan. The Plan was again amended on January 1, 1993.
Such amendments to the Plan, among other things, established a pre-tax feature
in accordance with Section 401(k) of the Internal Revenue Code of 1986, as
amended (Code). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA).
The plan is intended to be a participant directed "individual account plan"
under ERISA Section 404(c). As such, the fiduciaries of the Plan are not liable
for any losses that are the direct and necessary result of participant
investment decisions. Participation in the Plan by employees of the Employer-
corporations after meeting certain requirements is entirely voluntary.
The Plan, as amended, consists of seven investment options, or funds:
. Common Stock of Texas Utilities Company (Common Stock) -- invests
exclusively in Common Stock of Texas Utilities Company (Company);
. Investment Grade Bond Index Fund (Bond Index Fund) -- purchases units in
the Vanguard Bond Index Fund -- Total Bond Market Portfolio, consisting
primarily of United States Government and corporate bonds and mortgage-
backed securities (represents reinvestment of assets following
liquidation of Bond Fund described below);
. Interest Income Fund -- invests in contracts with insurance companies and
other financial institutions (formerly titled Guaranteed Fixed Income);
. Equity Income Fund -- purchases units in the Fidelity Equity-Income Fund,
which consists primarily of income-producing equity securities (formerly
titled Equity Fund);
. Equity Index Fund -- purchases units in the Fidelity U. S. Equity Index
Portfolio, which consists primarily of common stocks included in the
Standard & Poor's 500 Index;
. Balanced Fund -- purchases units in the Phoenix Balanced Fund Series,
which consists primarily of investments in common stock and fixed income
securities; and
. Equity Growth Fund -- purchases units in the IDS New Dimensions Fund,
which invests primarily in common stocks of companies showing potential
for significant growth, and also invests in foreign securities and
futures transactions.
Prior to the 1993 amendments, the Plan consisted of four investment options,
or funds:
. Common Stock -- invested exclusively in Common Stock of the Company;
. Bond Fund -- invested in United States Government obligations;
. Guaranteed Fixed Income Fund -- invested in contracts with insurance
companies and banks; and
. Equity Fund -- purchased units in the Fidelity Equity-Income Fund, which
consists primarily of income-producing equity securities.
5
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- Continued
- - -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN -- (continued)
Eligibility, Participation and Employee Savings -- Any regular employee of an
Employer-corporation is eligible to participate in the Plan after completion of
at least six months of service prior to the date the employee's participation is
to be effective. A regular employee is one who normally completes at least 1,000
hours of service during any twelve-month period.
Under the Plan, except as limited by law, a participating employee may
invest, through pre-tax salary deferrals (Salary Deferrals) or after tax payroll
deductions (Payroll Deductions) each payroll period, a specified amount ranging
from 1% to 6% (2% to 6% prior to 1993) of regular salary or wages (Basic
Employee Savings). Participants electing the maximum Basic Employee Savings
investment may also invest, through Salary Deferrals or Payroll Deductions each
payroll period, an additional 1% to 10% (1% to 6% prior to 1993) of regular
salary or wages (Supplemental Employee Savings).
Employer Contributions -- Contributions to participant accounts by the
Employer-corporations are made based on the participants' Basic Employee Savings
and years of service as follows:
Less than 10 years..................40%
10 years but less than 25 years.....50%
25 years or more....................60%
No employer contributions are made with respect to Supplemental Employee
Savings.
Investment of Funds -- All employer contributions, except as provided below,
are invested in Common Stock of the Company; however, each participant has the
following expanded options with respect to the investment of Basic and
Supplemental Employee Savings:
100% in Common Stock;
100% in Bond Index Fund;
100% in Interest Income Fund;
100% in Equity Income Fund;
100% in Equity Index Fund;
100% in Balanced Fund;
100% in Equity Growth Fund; and
Multiples (not less than 10% each) of the investment options listed above.
Prior to 1993, each participant had the following options with respect to the
investment of Basic and Supplemental Employee Savings:
100% in Common Stock;
100% in Bond Fund;
100% in Guaranteed Fixed Income Fund;
100% in Equity Fund; and
Multiples (not less than 25% each) of the investment options listed above.
A participant may change selected investment options for Employee Savings as
often as once a quarter by liquidating the investments attributable to Basic and
Supplemental Employee Savings and reinvesting such amounts in other investment
options under the Plan.
6
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - CONTINUED
- - -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN - (continued)
A participant who has completed at least ten years of Plan participation and
attained age 55 may annually instruct the Trustee to diversify up to 25% of such
participant's employer contributions account (reduced by amounts previously so
diversified) in the same proportion as the participant may diversify such Basic
and Supplemental Employee Savings. At age 60, a participant may annually
diversify up to 50% of such employer contributions account (reduced by amounts
previously so diversified).
Unit Values - Participants do not have beneficial ownership in specific
securities or other assets in the various funds other than Common Stock, but
have an interest therein represented by units valued as of the last business day
of each month. Generally, contributions to and withdrawal payments from each
fund are converted to units by dividing the amounts of such transactions by the
unit value as last determined, and the appropriate account is charged or
credited with the number of units properly attributable to the participant.
Voting of Common Stock - Each participant may give the Trustee confidential
written instructions with respect to the voting, at any meeting of shareholders,
of the Common Stock allocated to the participant's account. Effective January 1,
1993, the unallocated Common Stock held in the stock bonus component of the Plan
may be voted by the Trustee in its discretion unless otherwise directed pursuant
to a voting procedure agreement. Prior to January 1, 1993, the Trustee was
required to vote any unallocated Common Stock, as well as any Common Stock held
in a participant's account where the Trustee had not received written voting
instructions from the participant at least ten days prior to the date of the
meeting at which the vote was to be taken, provided that unallocated Common
Stock held in the stock bonus component of the Plan would be voted by the
Trustee, to the extent permitted by law, in the same proportion as the Common
Stock allocated to participants' accounts was voted. There was no change in the
voting requirements for allocated shares where the Trustee was not provided
voting instructions by the participant.
Withdrawal from the Plan - A participant may withdraw a portion of Basic and
Supplemental Employee Savings without necessitating a total withdrawal from the
Plan and may exercise the limited privilege of partial withdrawal at any time
after twelve months of participation in the Plan. Partial withdrawal may be in
any amount up to 90% of the current value of the participant's Basic and
Supplemental Employee Savings, or 90% of market value, whichever is less. A
further partial withdrawal by a participant may not be made until after the
expiration of twelve months following the last previous partial withdrawal.
In the event of a partial withdrawal, such amount will be paid to the
participant in cash or in shares of Common Stock to the extent such stock is
held in the participant's account for Basic and Supplemental Employee Savings,
at the option of the participant. No partial withdrawal may be made of Elective
Deferrals, Rollover Contributions, Employer contributions, or income from such
deferrals or contributions. A participant may repay to the Trustee the amounts
of any partial withdrawal made after January 1, 1976, at any time. Partial
withdrawal by a participant does not terminate participation in the Plan.
A participant may withdraw entirely from the Plan at any time even though the
participant continues in the employ of an Employer-corporation, except that
Elective Deferrals and Rollover Contributions cannot be withdrawn until age 59-
1/2. Following total withdrawal, an employee will be ineligible to reenter the
Plan for a period of twelve months. Total withdrawal is also effected upon
termination of employment. However, if a participant, upon termination of
employment, does not consent to a distribution of all accounts, and the
aggregate value of such accounts exceeds $3,500, such accounts shall be
liquidated and reinvested to be held in an interest bearing account until
distribution. In the event of total withdrawal, that portion of the
participant's account which was derived from Basic and Supplemental Employee
Savings will be distributed in full to the participant or, in case of death, to
the participant's beneficiary.
7
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - CONTINUED
- - -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN - (continued)
In the event of total withdrawal due to participant's retirement or due to
permanent and total disability or death of the participant, that portion of the
participant's account which was derived from employer contributions will also be
distributed in full to the participant or, in case of death, to the
participant's beneficiary.
In the event of total withdrawal by a participant who continues in the employ
of an Employer-corporation or terminates employment due to reasons other than
those discussed above, that portion of the participant's account which was
derived from employer contributions shall be distributed to the participant only
to the extent shown in the following Vesting Schedule which is dependent upon
the participant's years of vesting service:
Years of Percentage of Total
Service Employer Contributions
-------- ----------------------
Under 3 .................... None
3 .................... 30%
4 .................... 40%
5 .................... 60%
6 .................... 80%
7 .................... 100%
Participants making withdrawals, other than partial withdrawals, may choose
from the following optional forms of payment: (a) shares of Common Stock and/or
publicly traded Fund units (to the extent permitted by the Fund) credited to a
participant's account; (b) single lump sum cash payment; or (c) a combination of
(a) and (b).
After a distribution in accordance with the above Vesting Schedule, any
remainder of employer contributions in the participant's account is forfeited
and used by the Employer-corporation to reduce the amount of current employer
contributions.
In the event of a total withdrawal made after January 1, 1976, by a
participant who is not 100% vested, the participant may repay to the Plan the
amount of such distribution at any time prior to the close of the Plan Year in
which the participant has completed five consecutive Break-in-Service years and
any amounts previously forfeited will be restored to the participant's account.
The 401(k) feature allows participants to borrow a portion of their vested
401(k) account balance and repay such amount according to a predetermined
schedule. In addition, participants may, after meeting certain qualifications
as defined by the Internal Revenue Service (IRS), withdraw a portion of their
vested 401(k) account balance based on a hardship qualification.
Federal Income Taxes - The Company has been advised by the IRS that the Plan
meets the requirements of Section 401(a) of the Code, as to form; that the Trust
established thereunder is exempt from federal income taxes under Section 501(a)
of the Code; and that employer contributions paid to the Trust under the Plan
are allowable federal income tax deductions to the Employer-corporations subject
to the conditions and limitations of Section 404 of the Code.
8
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - CONTINUED
- - -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN - (continued)
Based on the Code and regulations issued pursuant thereto:
(a) Employer contributions under the Plan, and dividends, interest and other
income from Trust Assets are not taxable to the participant when
received by the Trustee and credited to the participant's account.
(b) Basic and Supplemental Employee Savings made by Payroll Deduction are
not deductible on the participant's federal income tax return.
(c) Basic and Supplemental Employee Savings which are Employee Elective
Deferrals reduce a participant's gross compensation as reported on Form
W-2 and are not taxable to the participant when received by the Trustee
and credited to the participant's account.
(d) Partial withdrawal of employee savings which were contributed to the
Plan through Payroll Deductions prior to January 1, 1987, represent a
return of employee savings and are not taxable to the participant when
withdrawn. Partial withdrawals of employee savings which were
contributed to the Plan through Payroll Deductions after December 31,
1986, are considered to include, for income tax purposes, an amount of
taxable income.
(e) A total withdrawal generally results in taxable income to the
participant equal to the gross distribution less Basic and Supplemental
Employee Savings made by Payroll Deduction. However, if the total
withdrawal meets the lump sum distribution requirements of the Code, (i)
any net unrealized appreciation in the value of distributable Common
Stock at the time of distribution will be tax deferred; (ii) any
additional appreciation in the value of Common Stock from the time of
distribution to the time of stock sale or disposition will be treated as
short-term or long-term capital gain depending on the period the
participant holds such stock; and (iii) the taxable amount may be
eligible for the special forward averaging provisions of the Code.
(f) The taxable amount of a total or partial withdrawal may generally be
rolled over to an Individual Retirement Account (IRA) or other qualified
plan and payment of taxes may thereby be deferred, subject to automatic
income tax withholding of twenty percent (20%) on amounts not
distributed in Common Stock.
(g) The taxable amount of an account, subject to total and partial
withdrawal provisions, can be transferred directly to an IRA or other
qualified plan and payment of taxes may thereby be deferred.
Participants are encouraged to determine the effect on the participant's
federal income tax liability of receiving distributions from the Plan.
Other Events -- The Employee Stock Ownership Plan of the Texas Utilities
Company System (ESOP) was terminated on December 31, 1993. The ESOP was
liquidated and all remaining assets were transferred to the Plan on November 29,
1993. In addition, the Savings Plan and Trust Agreement for Employees of
Southwestern Electric Service Company (SESCO Plan) was merged into the Plan
effective January 1, 1994. However, the SESCO Plan was actually liquidated and
all remaining assets were transferred to the Plan on December 29, 1993. Such
assets were invested by individual participants effective January 4, 1994.
Included in cash of the Plan for the year 1993 is $6,720,612 reflecting such
SESCO assets. Both events did not have a material effect on the Plan.
9
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- Continued
- - -------------------------------------------------------------------------------
1. DESCRIPTION OF THE PLAN -- (concluded)
Amendment, Modification, Suspension and Termination -- It is the intention
of the Company to continue the Plan indefinitely; however, the Company, by
action of its Board of Directors, may amend, modify or suspend the Plan at any
time, or from time to time, and may terminate the Plan at any time; and any
Employer-corporation may withdraw from participation in the Plan at any time
upon thirty days notice.
In the event of termination of the Plan in whole or in part or termination
of participation of any Employer-corporation, each participant in the Plan
affected by such termination shall receive a distribution of the entire balance
in the participant's account, whether derived from Basic and Supplemental
Employee Savings or employer contributions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investment Securities -- Participant investments in Common
Stock, Bond Index Fund, Equity Income Fund, Equity Index Fund, Balanced Fund,
and Equity Growth Fund are accounted for as units and stated at fair value based
upon closing sales prices on recognized securities exchanges on the last
business day of the fiscal year. The Interest Income Fund insurance contracts
are valued at contract value, and the financial institution investment contracts
are valued at contract value, which approximates fair value. Contract value
represents contributions made by participants, plus interest at the contract
rates, less withdrawals or transfers by participants.
Distributions Payable to Participants -- In 1993, the Plan changed its
method of accounting for distributions payable to participants to comply with
the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans".
The new guidance requires that benefits payable to participants who have
withdrawn from participation in a defined contribution plan remain as a part of
the net assets available for benefits rather than be recorded as a liability of
the Plan. The effect of this change in accounting did not increase net assets in
1993. As of December 31, 1993, net assets available for benefits did not include
any amounts due to participants who have withdrawn from participation in the
Plan.
Expenses -- All costs and expenses of the Plan and its administration,
except expenses incurred in the acquisition or disposition of investments, are
paid by the Employer-corporations.
3. LEVERAGED EMPLOYEE STOCK OWNERSHIP PROVISION
In 1990, the Trustee, on behalf of the Plan, borrowed $250,000,000 in the
form of a note payable from an outside lender and purchased 7,142,857 shares of
Common Stock of the Company in connection with the leveraged employee stock
ownership provision (LESOP) of the Plan. The note was purchased from the lender
by the Company later in 1990. The note payable requires repayment of principal
over 17 years beginning in 1998. At December 31, 1993 and 1992, the note payable
bore interest at a fixed rate of 9.81% following its conversion in January 1992
from a variable rate to a fixed rate. The note payable is collateralized by
6,303,251 unallocated shares held by the Trustee at December 31, 1993.
The LESOP shares are held by the Trustee until released and allocated to
participants' accounts proportionally based on current debt service payments
including interest to total debt service payments. Debt service payments are
made by the Plan from dividends received on the unallocated shares and, if
necessary, contributions from Employer-corporations. The market value of shares
released reduces the cash requirements of the Employer-corporations for their
funding obligation under the Plan. The number of LESOP shares released and
allocated to participant accounts during the plan year 1993 was 231,865 and
225,014, respectively, and during the plan year 1992 was 230,639 and 205,597,
respectively.
10
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM
- - ------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS -- Concluded
- - -------------------------------------------------------------------------------
4. UNIT VALUES
Units in each fund at December 31, 1993 and 1992, and net asset value per
unit, are presented below. Net asset value per share for Common Stock excludes
amounts for the market value of unallocated LESOP shares and the related note
payable. The Common Stock at December 31, 1993 includes 19,994 shares to be
allocated to individual accounts and 31,893 shares to be allocated through the
Employer-corporations funding obligation in the subsequent period. The Common
Stock at December 31, 1992 included 12,840 shares to be allocated to individual
accounts in the subsequent period.
<TABLE>
<CAPTION>
1993 1992
----------- ----------
<S> <C> <C>
Common Stock:
Number of shares 4,864,191 4,389,095
Net asset value per share* $44.50 $43.25
Bond Index Fund/Bond Fund:
Number of units 637,438 662,259
Net asset value per unit $10.33 $5.1894
Interest Income Fund/Guaranteed Fixed Income Fund:
Number of units 10,728,790 14,039,355
Net asset value per unit $4.238 $3.9235
Equity Income Fund/Equity Fund:
Number of shares 658,055 668,023
Net asset value per share $34.32 $29.91
Equity Index Fund:
Number of shares 287,543 --
Net asset value per share $17.98 --
Balanced Fund:
Number of shares 626,753 --
Net asset value per share $16.57 --
Equity Growth Fund:
Number of shares 1,027,864 --
Net asset value per share $14.91 --
- - ----------------
</TABLE>
*The calculation of net asset value per share for Common Stock includes the
value of the LESOP note net of the value of the unallocated LESOP shares.
11
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM -- SUPPLEMENTAL
- - ----------------------------------------------------------------------------
SCHEDULES
- - ---------
ITEM 27a -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, DECEMBER 31, 1993
- - ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of Investment,
Identity of Issue, Including Collateral, Rate of
Borrower, Lessor, or Interest, Maturity Date, Shares,
Similar Party Units, Par or Maturity Value Cost Fair Value
- - -------------------- -------------------------------- ------------ ------------
<S> <C> <C> <C>
COMMON STOCK
Money Market Funds
- - ------------------
Mellon Bank, N.A.* Cash management fund --
484,549 units $ 484,549 $ 484,549
Common Stock
- - ------------
Texas Utilities
Company* 11,147,448 shares 386,222,680 482,991,911
------------ ------------
TOTAL $386,707,229 $483,476,460
============ ============
BOND INDEX FUND
Vanguard Bond Index
Fund Group 637,438 units $ 6,380,833 $ 6,412,635
============ ============
INTEREST INCOME FUND
Money Market Funds
- - ------------------
Mellon Bank, N.A.* Cash management fund --
826,243 units $ 826,243 $ 826,243
------------ ------------
Value of Interest in
Pooled Separate Accounts
- - ------------------------
Allstate Life Insurance
Company Contract No. GA-5019, 9%, due 1996 $ 1,021,836 $ 1,021,836
Allstate Life Insurance
Company Contract No. GA-5101, 8.75%, due 1996 3,844,255 3,844,255
Allstate Life Insurance
Company Contract No. GA-5138, 8.55%, due 1996 1,978,329 1,978,329
Allstate Life Insurance
Company Contract No. GA-5183, 8.53%, due 1996 1,926,974 1,926,974
Commonwealth Life
Insurance Company Contract No. ADA0136ST, variable rate, due 1995 13,963 13,963
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM - SUPPLEMENTAL SCHEDULES
- - ----------------------------------------------------------------------------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, DECEMBER 31, 1993 - (continued)
- - ----------------------------------------------------------------------------------------------
Description of Investment,
Identity of Issue, Including Collateral, Rate of
Borrower, Lessor, or Interest, Maturity Date, Shares,
Similar Party Units, Par or Maturity Value Cost Fair Value
- - ----------------------- ------------------------------------------- ----------- -----------
<S> <C> <C> <C>
Commonwealth Life
Insurance Company Contract No. ADA00241 FR, 9.10%, due 1995 $1,540,468 $1,540,468
Equitable Life
Assurance Company Contract No. AC-6571-90, 9.45%, due 1995 2,672,700 2,672,700
Hartford Life
Insurance Company Contract No. GA-9190, 8.80%, due 1997 1,948,792 1,948,792
Hartford Life
Insurance Company Contract No. GA-9260, 7.92%, due 1997 2,362,658 2,362,658
Hartford Life
Insurance Company Contract No. GA-8888, 9.18%, due 1995 1,612,351 1,612,351
Hartford Life
Insurance Company Contract No. GA-9283, 7.57%, due 1997 1,826,416 1,826,416
Metropolitan Life
Insurance Company Contract No. 18563-B, 8.45%, due 1998 1,904,329 1,904,329
Metropolitan Life
Insurance Company Contract No. GAC-18567-B, 9.35%, due 1998 2,091,366 2,091,366
Northwestern National
Life Insurance
Company Contract No. GA-21476-1, 9.18%, due 1994 1,645,789 1,645,789
Ohio National Life
Insurance Company Contract No. GA-5367, 8.12%, due 1997 2,914,791 2,914,791
Principal Mutual Life
Insurance Company Contract No. 4-1498, 6.50%, due 1997 2,333,605 2,333,605
Provident National
Assurance Company Contract No. 027-05094, 7.86%, due 1997 2,807,691 2,807,691
Provident National
Assurance Company Contract No. 027-05094-02A, 7.60%, due 1997 2,393,964 2,393,964
Travelers
Insurance Company Contract No. GR15713, 8.59%, due 1996 2,998,832 2,998,832
</TABLE>
13
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM - SUPPLEMENTAL
- - ---------------------------------------------------------------------------
SCHEDULES
- - ---------
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES, DECEMBER 31, 1993 -
- - -----------------------------------------------------------------------------
(CONCLUDED)
- - -----------
<TABLE>
<CAPTION>
Description of Investment,
Identity of Issue, Including Collateral, Rate of
Borrower, Lessor, or Interest, Maturity Date, Shares,
Similar Party Units, Par or Maturity Value Cost Fair Value
- - -------------------- --------------------------------------- ---- -----------
<S> <C> <C> <C>
Travelers
Insurance Company Contract No. GR-15815, 8.42%, due 1997 $ 1,964,350 $ 1,964,350
Wells Fargo Contract No. 343504624, 9.86%, due 1995 2,228,512 2,228,512
------------ ------------
44,031,971 44,031,971
------------ ------------
TOTAL $ 44,858,214 $ 44,858,214
============ ============
EQUITY INCOME FUND
Fidelity Equity -
Income Fund 658,055 units $ 17,917,153 $ 22,268,584
============ ============
EQUITY INDEX FUND
Fidelity Equity -
Index Fund 287,543 units $ 4,796,938 $ 4,965,861
============ ============
BALANCED FUND
Phoenix Balanced Fund 626,753 units $ 10,081,649 $ 10,046,850
============ ============
EQUITY GROWTH FUND
IDS - New Dimension
Fund 1,027,864 units $ 14,118,496 $ 14,739,586
============ ============
UNALLOCATED ASSETS -- SESCO
Money Market Funds
- - ------------------
Mellon Bank, N.A.* Cash management fund --
6,720,612 units $ 6,720,612 $ 6,720,612
============ ============
TOTAL ALL FUNDS $491,581,124 $593,488,802
============ ============
*Party-in-Interest
</TABLE>
14
<PAGE>
EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM - SUPPLEMENTAL
SCHEDULES
- - --------------------------------------------------------------------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31,
1993
- - --------------------------------------------------------------------------------
Transactions involving an amount in excess of 5% of the fair value of beginning
plan assets.
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET
IDENTITY OF DESCRIPTION PURCHASES SELLING EXPENSE INCURRED COST OF ON TRANSACTION NET GAIN
PARTY INVOLVED OF ASSET PRICE PRICE WITH TRANSACTION ASSET DATE OR LOSS
- - ---------------- ----------- ----------- ------------- ---------------- ----------- -------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
EXCEEDING 5%
OF PLAN ASSETS
(IN THE
AGGREGATE):
Temporary
Mellon Investment
Bank - N.A. Fund $54,366,870 $49,033,821 N/A $49,033,821 $49,033,821 --
</TABLE>
15
<PAGE>
INDEPENDENT AUDITORS' REPORT
Employees' Thrift Plan Committee
Employees' Thrift Plan of the
Texas Utilities Company System:
We have audited, by fund and in total, the accompanying statements of net assets
available for benefits of the Employees' Thrift Plan of the Texas Utilities
Company System as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1993 and 1992, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment at December 31, 1993, and (2) reportable
transactions (transactions in excess of 5% of the fair value of plan assets) for
the year ended December 31, 1993, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1993 financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
DELOITTE & TOUCHE
Dallas, Texas
June 27, 1994
16
<PAGE>
-----------------------------------
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employees' Thrift Plan Committee has duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized.
EMPLOYEES' THRIFT PLAN OF
THE TEXAS UTILITIES COMPANY SYSTEM
By /s/ Peter B. Tinkham
------------------------------------
Peter B. Tinkham, Secretary
Employees' Thrift Plan Committee
June 27, 1994
17
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 33-
52395 of Texas Utilities Company on Form S-8 of our report dated June 27, 1994,
appearing in this 1993 Annual Report on Form 11-K of the Employees' Thrift Plan
of the Texas Utilities Company System for the year ended December 31, 1993.
DELOITTE & TOUCHE
Dallas, Texas
June 27, 1994
18
