<PAGE>
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
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)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
---------------------------------
Employees' Thrift Plan
of the
Texas Utilities Company System
(Full title of the Plan)
---------------------------------
ROBERT A. WOOLDRIDGE, ESQ. H. JARRELL GIBBS ROBERT J. REGER, JR., ESQ.
Worsham, Forsythe & Vice President Reid & Priest LLP
Wooldridge, L.L.P. Energy Plaza 40 West 57th Street
1601 Bryan Street 1601 Bryan Street New York, New York 10019
Dallas, Texas 75201 Dallas, Texas 75201 (212) 603-2000
(214) 979-3000 (214) 812-4600
(Names and addresses of agents for service) (Telephone numbers, including area
codes, of agents for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 3,000,000 shares $34.6875 $104,062,500 $35,883.62
==============================================================================================================
</TABLE>
(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 ($34.6875 per share)
of the highest and the lowest sale price of the Company's common stock on the
composite tape on June 2, 1995).
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Texas Utilities Company
(Company) and the Employees' Thrift Plan of the Texas Utilities Company System
(Plan) with the Securities and Exchange Commission (Commission) pursuant to
the Securities Exchange Act of 1934, as amended (1934 Act), are incorporated
herein by reference:
1. Annual Report of the Company on Form 10-K for the year ended
December 31, 1994.
2. Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1995.
3. Current Report of the Company on Form 8-K dated May 19, 1995.
4. Annual Report of the Plan on Form 11-K for the year ended
December 31, 1993.
5. The description of the Company's common stock contained in a
registration statement filed under the 1934 Act, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to the termination
of the offering hereunder shall be deemed to be incorporated by reference in
this registration statement and to be a part hereof from the date of filing of
such documents. The documents which are incorporated by reference in this
registration statement are sometimes hereinafter referred to as the
"Incorporated Documents."
Any statement contained in an Incorporated Document 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 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.
At February 28, 1995, members of the firm of Worsham, Forsythe &
Wooldridge, L.L.P. owned approximately 47,000 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,
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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."
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.
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
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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."
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
PREVIOUSLY FILED*
-----------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
- ------- --------- -------
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 LLP.
5(b) -- Opinion of Worsham, Forsythe & Wooldridge, L.L.P.
15 -- Letter of Deloitte & Touche LLP regarding
unaudited condensed interim financial information.
23(a) -- Independent Auditors' Consent.
23(b) -- Consents of Reid & Priest LLP and Worsham,
Forsythe & 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).
- ----------------
*Incorporated herein by reference.
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.
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;
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(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 the registrant need not file a post-effective
amendment to include the information required to be included by subsection
(i) or (ii) if such information is contained in periodic reports filed by
the registrant pursuant to Sections 13 or 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
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's Annual Report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
and 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.
(b) 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 under Item 6 above, 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
proceeding) 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.
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POWER OF ATTORNEY
EACH DIRECTOR AND/OR OFFICER OF THE REGISTRANT WHOSE SIGNATURE APPEARS BELOW
HEREBY APPOINTS THE AGENTS FOR SERVICE NAMED IN THIS REGISTRATION STATEMENT, AND
EACH OF THEM SEVERALLY, AS HIS/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 31ST DAY OF
MAY, 1995.
TEXAS UTILITIES COMPANY
BY /S/ ERLE NYE
----------------------------------------
(ERLE NYE, PRESIDENT
AND CHIEF EXECUTIVE)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ ERLE NYE PRINCIPAL EXECUTIVE
- --------------------------------- OFFICER AND DIRECTOR
(ERLE NYE, PRESIDENT AND
CHIEF EXECUTIVE)
/S/ J.S. FARRINGTON CHAIRMAN OF THE BOARD
- --------------------------------- AND DIRECTOR
(J.S. FARRINGTON, CHAIRMAN
OF THE BOARD)
/S/ H. JARRELL GIBBS PRINCIPAL FINANCIAL
- --------------------------------- OFFICER
(H. JARRELL GIBBS, VICE PRESIDENT)
/S/ H. DAN FARELL PRINCIPAL ACCOUNTING
- ---------------------------------- OFFICER
(H. DAN FARELL, CONTROLLER)
/S/ JACK W. EVANS
- ---------------------------------- DIRECTOR
(JACK W. EVANS)
MAY 31, 1995
/S/ BAYARD H. FRIEDMAN
- ---------------------------------- DIRECTOR
(BAYARD H. FRIEDMAN)
/S/ WILLIAM M. GRIFFIN
- ---------------------------------- DIRECTOR
(WILLIAM M. GRIFFIN)
/S/ KERNEY LADAY
- ---------------------------------- DIRECTOR
(KERNEY LADAY)
/S/ MARGARET N. MAXEY
- ---------------------------------- DIRECTOR
(MARGARET N. MAXEY)
/S/ JAMES A. MIDDLETON
- ---------------------------------- DIRECTOR
(JAMES A. MIDDLETON)
/S/ CHARLES R. PERRY
- ---------------------------------- DIRECTOR
(CHARLES R. PERRY)
/S/ HERBERT H. RICHARDSON
- ---------------------------------- DIRECTOR
(HERBERT H. RICHARDSON)
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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 31ST DAY OF MAY, 1995.
EMPLOYEES' THRIFT PLAN OF THE
TEXAS UTILITIES COMPANY SYSTEM
BY /S/ H. JARRELL GIBBS
------------------------------------------
(H. JARRELL GIBBS, CHAIRMAN
EMPLOYEES' THRIFT PLAN COMMITTEE)
<PAGE>
EXHIBIT INDEX
PREVIOUSLY FILED*
------------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
- ------- --------- -------
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 LLP.
5(b) -- Opinion of Worsham, Forsythe & Wooldridge,
L.L.P.
15 -- Letter of Deloitte & Touche LLP regarding
unaudited condensed interim financial
information.
23(a) -- Independent Auditors' Consent.
23(b) -- Consents of Reid & Priest LLP and Worsham,
Forsythe & 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).
______________
*Incorporated herein by reference.
<PAGE>
Exhibit 5(a)
REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019
June 5, 1995
Texas Utilities Company
Energy Plaza
1601 Bryan Street
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 3,000,000 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 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 are members of the New York Bar and do not hold ourselves out as experts
on the laws of Texas. As to matters of Texas law, we have with your consent
relied upon an opinion of even date herewith addressed to you by Worsham,
Forsythe & 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 LLP
---------------------
REID & PRIEST LLP
<PAGE>
Exhibit 5(b)
WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.
Attorneys and Counselors at Law
30th Floor, 1601 Bryan Street
Dallas, Texas 75201
----------
Telephone (214) 979-3000
Fax (214) 880-0011
June 5, 1995
Texas Utilities Company
1601 Bryan Street
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 3,000,000 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
& WOOLDRIDGE, L.L.P.
By: /s/ Neil D. Anderson
------------------------------
A Partner
<PAGE>
EXHIBIT 15
Texas Utilities Company
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited condensed interim
financial information of Texas Utilities Company for the periods ended March 31,
1995 and 1994, as indicated in our report dated May 10, 1995; because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, is being
used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is 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.
DELOITTE & TOUCHE LLP
Dallas, Texas
June 5, 1995
<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 1, 1995, appearing
in the Annual Report on Form 10-K of Texas Utilities Company for the year ended
December 31, 1994, and of our report dated June 27, 1994, 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, 1993.
DELOITTE & TOUCHE LLP
Dallas, Texas
June 5, 1995
