Registration No. 333-
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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 (I.R.S. Employer
jurisdiction Identification No.)
of incorporation or
organization)
ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
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LONG-TERM INCENTIVE COMPENSATION PLAN
OF THE
TEXAS UTILITIES COMPANY SYSTEM
(Full title of the Plan)
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ROBERT A. WOOLDRIDGE, PETER B. TINKHAM, ROBERT J. REGER,
ESQ. ESQ. JR., ESQ.
Worsham, Forsythe & Secretary and Reid & Priest LLP
Wooldridge, L.L.P. Assistant Treasurer 40 West 57th Street
1601 Bryan Street Texas Utilities New York, New York
Dallas, Texas 75201 Company 10019
(214) 979-3000 1601 Bryan Street (212) 603-2000
Dallas, Texas 75201
(214) 812-4600
(Names, addresses and telephone numbers, including area codes, of
agents for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM
TITLE OF AMOUNT TO PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
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Common Stock,
without par 50,000
value shares $33.125 $1,656,250.00 $502.00
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(1) Estimated, pursuant to Rule 457(c) and (h) of the 1933 Act,
solely for the purpose of determining the registration fee (based
on the average of the high and the low sale price of Texas
Utilities Company's common stock on the NYSE composite tape on
June 4, 1997).
===================================================================
<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) 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, 1996, File No. 1-3591.
2. Quarterly Report of the Company on Form 10-Q for the
quarter ended March 31, 1997, File No. 1-3591.
3. 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 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;
provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13 of the
1934 Act prior to the filing with the Commission of the Company s
most recent Annual Report on Form 10-K shall not be incorporated
by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K. 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 December 31, 1996, members of the firm of Worsham, Forsythe
& Wooldridge, L.L.P. owned approximately 45,100 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,
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officer or employee of the Corporation who shall have served
or shall be serving as an administrator, agent or fiduciary
for the Corporation or for another corporation at the
request of the Corporation (and his heirs, executors and
administrators) for or against all expenses and liabilities
incurred by him or them, or imposed on him or them,
including, but not limited to, judgments, settlements, court
costs and attorneys' fees, in connection with, or arising
out of, the defense of any action, suit or proceeding in
which he may be involved by reason of his being or having
been such director, officer or employee, except with respect
to matters as to which he shall be adjudged in such action,
suit or proceeding to be liable because he did not act in
good faith, or because of dishonesty or conflict of interest
in the performance of his duty.
"No former, present or future director, officer or
employee of the Corporation (or his heirs, executors and
administrators) shall be liable for any act, omission, step
or conduct taken or had in good faith, which is required,
authorized or approved by an order or orders issued pursuant
to the Public Utility Holding Company Act of 1935, the
Federal Power Act, or any other federal or state statute
regulating the Corporation or its subsidiaries, or any
amendments to any thereof. In any action, suit or
proceeding based on any act, omission, step or conduct, as
in this paragraph described, the provisions hereof shall be
brought to the attention of the court. In the event that
the foregoing provisions of this paragraph are found by the
court not to constitute a valid defense, each such director,
officer or employee (and his heirs, executors and
administrators) shall be reimbursed for, or indemnified
against, all expenses and liabilities incurred by him or
them, or imposed on him or them, including, but not limited
to, judgments, settlements, court costs and attorneys' fees,
in connection with, or arising out of, any such action, suit
or proceeding based on any act, omission, step or conduct
taken or had in good faith as in this paragraph described.
"The foregoing rights shall not be exclusive of other
rights to which any such director, officer or employee (or
his heirs, executors and administrators) may otherwise be
entitled under any bylaw, agreement, vote of shareholders or
otherwise, and shall be available whether or not the
director, officer or employee continues to be a director,
officer or employee at the time of incurring such expenses
and liabilities. In furtherance, and not in limitation of
the foregoing provisions of this Article IX, the Corporation
may indemnify and may insure any such persons to the fullest
extent permitted by the Texas Business Corporation Act, as
amended from time to time, or the laws of the State of
Texas, as in effect from time to time."
Article 2.02-1 of the Texas Business Corporation Act permits
the Company, in certain circumstances, to indemnify any present
or former director, officer, employee or agent of the Company
against judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with a proceeding in which any
such person was, is or is threatened to be, made a party by
reason of holding such office or position, but only to a limited
extent for obligations resulting from a proceeding in which the
person is found liable on the basis that a personal benefit was
improperly received or in circumstances in which the person is
found liable in a derivative suit brought on behalf of the
Company.
Article X of the Articles of Incorporation of the Company
provides as follows:
"A director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for any
act or omission in the director's capacity as a director,
except that this provision does not eliminate or limit the
liability of a director to the extent the director is found
liable for:
(a) a breach of the director's duty of loyalty to the
Corporation or its shareholders;
(b) an act or omission not in good faith that
constitutes a breach of duty of the director to the
Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the law;
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(c) a transaction from which the director received an
improper benefit, whether or not the benefit resulted
from an action taken within the scope of the director's
office; or
(d) an act or omission for which the liability of the
director is expressly provided for by an applicable
statute.
If the laws of the State of Texas are amended to authorize
action further eliminating or limiting the personal
liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the
fullest extent permitted by such laws as so amended. Any
repeal or modification of this Article X shall not adversely
affect any right of protection of a director of the
Corporation existing at the time of such repeal or
modification."
Section 22 of the Company's bylaws provides as follows:
"Section 22. 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 22 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 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) 333-12391 2(a) -- Restated Articles of
Incorporation of the Company.
4(b) 333-12391 2(b) -- Bylaws, as amended, of the
Company.
5(a) -- Opinion of Reid & Priest LLP.
5(b) -- Opinion of Worsham, Forsythe &
Wooldridge, L.L.P.
15 -- Letter from Deloitte & Touche LLP
as to unaudited 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-
6).
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*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 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
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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
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 6TH DAY OF JUNE,
1997.
TEXAS UTILITIES COMPANY
BY /S/ ERLE NYE
---------------------------
(ERLE NYE, CHAIRMAN OF THE
BOARD AND CHIEF EXECUTIVE)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ ERLE NYE PRINCIPAL
----------------------------------- EXECUTIVE JUNE 6, 1997
(ERLE NYE, CHAIRMAN OF THE BOARD OFFICER AND
AND CHIEF EXECUTIVE) DIRECTOR
/S/ MICHAEL J. MCNALLY
----------------------------------- PRINCIPAL JUNE 6, 1997
(MICHAEL J. MCNALLY, EXECUTIVE VICE FINANCIAL
PRESIDENT AND CHIEF FINANCIAL OFFICER
OFFICER)
/S/ MARC D. MOSELEY
----------------------------------- PRINCIPAL JUNE 6, 1997
(MARC D. MOSELEY, ACTING CONTROLLER) ACCOUNTING
OFFICER
/S/ J. S. FARRINGTON
----------------------------------- DIRECTOR JUNE 6, 1997
(J.S. FARRINGTON)
/S/ BAYARD H. FRIEDMAN
----------------------------------- DIRECTOR JUNE 6, 1997
(BAYARD H. FRIEDMAN)
/S/ WILLIAM M. GRIFFIN
----------------------------------- DIRECTOR JUNE 6, 1997
(WILLIAM M. GRIFFIN)
/S/ KERNEY LADAY
----------------------------------- DIRECTOR JUNE 6, 1997
(KERNEY LADAY)
/S/ MARGARET N. MAXEY
----------------------------------- DIRECTOR JUNE 6, 1997
(MARGARET N. MAXEY)
/S/ JAMES A. MIDDLETON
----------------------------------- DIRECTOR JUNE 6, 1997
(JAMES A. MIDDLETON)
/S/ J.E. OESTERREICHER
----------------------------------- DIRECTOR JUNE 6, 1997
(J.E. OESTERREICHER)
/S/ CHARLES R. PERRY
----------------------------------- DIRECTOR JUNE 6, 1997
(CHARLES R. PERRY)
-----------------------------------
(HERBERT H. RICHARDSON) DIRECTOR
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EXHIBIT INDEX
PREVIOUSLY FILED*
-----------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
------- --------- -------
4(a) 333-12391 2(a) -- Restated Articles of
Incorporation of the Company.
4(b) 333-12391 2(b) -- Bylaws, as amended, of the
Company.
5(a) -- Opinion of Reid & Priest LLP.
5(b) -- Opinion of Worsham, Forsythe &
Wooldridge, L.L.P.
15 -- Letter from Deloitte & Touche LLP
as to unaudited 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-
6).
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*Incorporated herein by reference.
Exhibit 5(a)
REID & PRIEST LLP
40 West 57th Street
New York, NY 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
(212) 603-2000
New York, New York
June 6, 1997
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 50,000 shares of common stock, without par
value ("Stock"), to be offered from time to time by the Company
in connection with the Long-Term Incentive Compensation Plan of
the Texas Utilities Company System ("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 on the part of the Company's
Board of Directors with respect to the issuance and delivery of
Stock to be issued directly by the Company will have been taken
when such Stock shall have been issued and delivered as
contemplated in the Plan.
3. Any Stock to be issued directly by the Company
will be validly issued, fully paid and non-assessable when such
Stock shall have been issued and delivered as contemplated in the
Plan.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas. As
to all matters of Texas law, we have, with your consent, relied
upon an opinion of even date herewith addressed to you by
Worsham, Forsythe & Wooldridge, L.L.P. of Dallas, Texas.
We hereby consent to the use of this opinion as an
exhibit to the aforementioned Registration Statement.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
Exhibit 5(b)
WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
1601 BRYAN STREET, 30TH FLOOR
DALLAS, TEXAS 75201
__________
TELEPHONE (214) 979-3000
FAX (214) 880-0011
June 6, 1997
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 50,000 shares of common stock, without par value
("Stock"), to be offered from time to time by the Company in
connection with the Long-Term Incentive Compensation Plan of the
Texas Utilities Company System ("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 on the part of the Company's Board
of Directors with respect to the issuance and delivery of Stock
to be issued directly by the Company will have been taken when
such Stock shall have been issued and delivered as contemplated
in the Plan.
3. Any Stock to be issued directly by the Company will be
validly issued, fully paid and non-assessable when such Stock
shall have been issued and delivered as 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/ L. Scott Austin
-------------------------
A Partner
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 interim financial information of Texas Utilities
Company and subsidiaries for the periods ended March 31, 1997 and
1996, as indicated in our report dated May 8, 1997; 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, 1997, 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.
/s/ Deloitte & Touche LLP
Dallas, Texas
June 6, 1997
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 12, 1997, which report includes an explanatory
paragraph concerning the change during 1995 in Texas Utilities
Company and subsidiaries' method of accounting for the impairment
of long lived assets and long lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121,
appearing in the Texas Utilities Company Annual Report on Form
10-K for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Dallas, Texas
June 6, 1997
