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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-3591
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS OF
TEXAS UTILITIES COMPANY
(Full Title of the Plan)
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TEXAS UTILITIES COMPANY
1601 Bryan Street, Dallas, Texas 75201
(Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office)
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS Page
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The following financial statements are furnished for the Plan:
Statement of Financial Condition at June 30, 1996 . . . . . . . . . . . . . . . . . . 3
Statement of Income and Changes in Plan Equity for the
year ended June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Schedules I, II and III have been omitted because the
required information is shown in the financial statements, notes
or the information is not applicable to this Plan.
INDEPENDENT AUDITORS' REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PLAN ADMINISTRATOR'S SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
EXHIBIT
The following exhibit is filed herewith:
Independent Auditors' Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS OF TEXAS UTILITIES COMPANY
STATEMENT OF FINANCIAL CONDITION
<TABLE>
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June 30,
ASSETS AND PLAN EQUITY 1996
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Investment in Securities of Participating Company --
Common stock of Texas Utilities Company,
At fair value as determined by quoted market prices
(Historical cost: 1996 -- $368,351) (Note 2) . . . . . . . . . . . . . . . . $456,371
Dividends receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,338
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
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Total Assets and Plan Equity . . . . . . . . . . . . . . . . . . . . $461,710
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</TABLE>
See accompanying Notes to Financial Statements.
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DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS OF TEXAS UTILITIES COMPANY
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
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<CAPTION>
For The Year Ended
June 30,
1996
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<S> <C>
Additions (deductions):
Net investment income:
Dividends on common stock of Texas Utilities Company . . . . $ 24,328
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 454
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Net investment income . . . . . . . . . . . . . . . . 24,782
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Realized gain on investments (Note 2) . . . . . . . . . . . . . 1,818
Unrealized appreciation of investments (Note 2) . . . . . . . . 88,020
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Contributions and deposits (Note 3):
Participating directors' compensation deferrals . . . . . . . 181,250
Company matching . . . . . . . . . . . . . . . . . . . . . . 181,250
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Total contributions and deposits . . . . . . . . . . . 362,500
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Total additions . . . . . . . . . . . . . . . . . . 477,120
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Withdrawals, lapses and reversions:
Distributions to plan sponsor . . . . . . . . . . . . . . . . 472
Reversions . . . . . . . . . . . . . . . . . . . . . . . . . 14,938
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Total withdrawals, lapses and reversions . . . . . . . 15,410
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Net additions . . . . . . . . . . . . . . . . . . . . 461,710
Plan Equity, Beginning of Year . . . . . . . . . . . . . . . . . . --
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Plan Equity, End of Year . . . . . . . . . . . . . . . . . . . . . $461,710
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</TABLE>
See accompanying Notes to Financial Statements.
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DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS OF TEXAS UTILITIES COMPANY
NOTES TO FINANCIAL STATEMENTS
1. Plan Description -- The Deferred Compensation Plan for Outside Directors
of Texas Utilities Company (Plan) was approved and authorized by the
Board of Directors of Texas Utilities Company (Company) on May 19, 1995,
effective July 1, 1995. Members of the Board of Directors of the
Company who are not current or former officers or employees of the
Company or any of its subsidiaries (Outside Directors) are eligible to
participate in the Plan. The Plan allows Outside Directors of the
Company to defer a percentage of their compensation, which is defined as
the annual Board retainer. The Company will make a matching award equal
to 100% of such deferred compensation. The maturity period, elected by
the participants, is not fewer than 3 years and not more than 10 years.
In the event a participant's service is terminated because of death or
disability, all amounts in the participant's account shall mature upon
such termination. If the participant terminates service prior to the
end of a Plan Year, the deferred amount, the Company match and the
dividend equivalent credits will be recomputed as of the termination
date. In the event a participant's termination results from reasons
other than death or disability all amounts credited to an account,
except as provided in the event of a participant's termination prior to
the end of a Plan Year, shall mature at the end of the applicable
maturity period.
The number of participants at June 30, 1996 was 8.
2. Plan Investments -- The cost, market value and unrealized appreciation
of investments at June 30, 1996 are as follows:
<TABLE>
<CAPTION>
Number of Historical Market Unrealized
Shares Cost Value Appreciation
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<S> <C> <C> <C> <C>
Common stock of Texas Utilities Company . . . . . 10,675(1) $368,351 $456,371 $88,020
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(1) Represents 0.0048% of the outstanding shares of common stock of Texas
Utilities Company (224,602,557 at June 30, 1996).
The investment in the Company's common stock (stated in terms of
performance units for each participant) is stated at market value based
upon the last reported sales price on recognized exchanges on the last
business day of the Plan Year. The cost basis of plan investments is
determined on an average cost basis. All costs and expenses of the Plan
and its administration, except expenses incurred in the acquisition or
disposition of investments, are paid by the Plan sponsor.
Net plan investments value at June 30, 1996 is $42.75 per unit.
3. Plan Contributions -- Contributions by the Company and participants'
compensation deferrals for the year ended June 30, 1996 are as follows:
<TABLE>
<CAPTION>
Participating
Directors' Contributions Total
Company Compensation Deferrals by Company Contributions
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<S> <C> <C> <C>
Texas Utilities Company . . . . . . . $181,250 $181,250 $362,500
</TABLE>
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DEFERRED COMPENSATION PLAN FOR OUTSIDE
DIRECTORS OF TEXAS UTILITIES COMPANY
NOTES TO FINANCIAL STATEMENTS
4. Distributions Payable -- During the year ended June 30, 1996, one
participant retired from service as an Outside Director. The value of
the participant's 1,157.56 performance units and of the dividend
equivalent credits earned thereon will be determined on June 30, 1998,
the end of the maturity period, and distributed to the participant.
5. Federal Income Taxes -- The Plan does not, and is not intended to,
meet the requirements of a tax-qualified plan under Section 401(a) of
the Internal Revenue Code (Code). Therefore, the trust which the
Company has established under the Plan in order to provide Plan
benefits is not exempt from Federal income taxes under Section 501(a)
of the Code.
The following statements are provided as general information only, and
do not take into account an individual Participant's tax situation or
the possible effect of future legislation. Each participant is
encouraged to consult with a tax advisor to determine the specific
Federal income and other tax consequences of participation in the Plan
and receiving distributions therefrom.
Based on the Code and the regulations thereunder as currently in
effect:
(a) A participant's elective deferrals under the Plan, matching
awards, and any dividends, interest or other income thereon will
not be subject to Federal income tax until the year such amounts
are paid or otherwise made available to the participant.
(b) Elective deferrals under the Plan are not deductible by the
participant on his or her Federal income tax return, since
elective deferrals are not includable in participant's income.
(c) Amounts distributed under the Plan will be taxable as ordinary
income to the participant in the year of such distribution.
6. Plan Administration Fees -- All administrative fees are paid by Texas
Utilities Company, the Plan sponsor.
7. Amendment or Termination -- The Company's Board of Directors may
amend, terminate, or suspend the Plan at any time. An amendment or
modification of the Plan may affect active participants as well as
future participants, but no amendment or modification of the Plan for
any reason may diminish any participant's account as of the effective
date thereof. Upon termination of the Plan, the deferred amount,
matching award, and dividend equivalent credits will be recomputed as
of the date of termination.
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INDEPENDENT AUDITORS' REPORT
Organization and Compensation Committee,
Deferred Compensation
Plan for Outside Directors of Texas Utilities Company:
We have audited the statement of financial condition of the Deferred
Compensation Plan for Outside Directors of Texas Utilities Company as of June
30, 1996, and the related statement of income and changes in plan equity for
the fiscal year 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 audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Plan at June 30, 1996 and
the related plan income and changes in plan equity for the fiscal year then
ended, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
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Dallas, Texas
September 6, 1996
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Organization and Compensation Committee has duly caused this annual report
to be signed on its behalf by the undersigned thereunto duly authorized.
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS OF
TEXAS UTILITIES COMPANY
By /s/ Peter B. Tinkham
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Plan Administrator
Organization and Compensation Committee
September 19, 1996
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Deloitte & Touche LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
Texas Utilities Company:
We consent to the incorporation by reference in Registration Statement
No.33-59575 on Form S-8 of our report dated September 6, 1996, appearing in
this Annual Report on Form 11-K of the Deferred Compensation Plan for Outside
Directors of Texas Utilities Company for the year ended June 30, 1996.
/s/ Deloitte & Touche LLP
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Dallas, Texas
September 6, 1996
