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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)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
---------------------------------
Deferred Compensation Plan
for Outside Directors of
Texas Utilities Company
(Full title of the Plan)
---------------------------------
ROBERT A. WOOLDRIDGE, ESQ. PETER B. TINKHAM ROBERT J. REGER, JR., ESQ.
Worsham, Forsythe & Secretary 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>
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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 100,000 shares $33.5625 $3,356,250 $1,157.33
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(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 ($33.5625 per share)
of the highest and the lowest sale price of the Company's common stock on the
composite tape on May 24, 1995).
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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) 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. 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 Deferred
Compensation Plan for Outside Directors of Texas Utilities Company (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, executors and
administrators) for or against all expenses and liabilities incurred by him
or them, or
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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.
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 for:
(a) a breach of a 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 a 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 a 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 a director is
expressly provided for by an
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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."
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.
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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.
15 -- Letter of Deloitte & Touche LLP
regarding unaudited condensed
interim financial information.
23(a) -- Independent Auditors' Consent.
24 -- Power of Attorney (see Page
II-6 and II-7).
- ----------
*Incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that 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
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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
ORGANIZATION AND COMPENSATION 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.
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS OF
TEXAS UTILITIES COMPANY
BY /S/ JAMES A. MIDDLETON
-------------------------------------------
(JAMES A. MIDDLETON, CHAIRMAN
ORGANIZATION AND COMPENSATION COMMITTEE)
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EXHIBIT INDEX
PREVIOUSLY FILED*
--------------------
WITH FILE AS SEQUENTIAL
EXHIBIT NUMBER EXHIBIT PAGE NUMBER
- ------- --------- ------- -----------
4(a) 33-48880 4(a) -- Restated Articles of Incorpora-
tion of Texas Utilities Company.
4(b) 33-48880 4(b) -- Bylaws, as amended, of Texas
Utilities Company.
15 -- Letter of Deloitte & Touche LLP
regarding unaudited condensed
interim financial information.
23(a) -- Independent Auditors' Consent.
24 -- Power of Attorney (see Page II-6
and II-7).
______________
*Incorporated herein by reference.
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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
May 31, 1995
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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.
DELOITTE & TOUCHE LLP
Dallas, Texas
May 31, 1995
