-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LI33h4kWAWGVSDQyYyd/qGtL4EtL9uYOnKG5zORhug+Eo5WAcCCkSSoJR1vGQFQ+ FIuuSoqQcqQrbVLY8oeM1w== 0000950120-00-000111.txt : 20000511 0000950120-00-000111.hdr.sgml : 20000511 ACCESSION NUMBER: 0000950120-00-000111 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000510 EFFECTIVENESS DATE: 20000510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS UTILITIES CO /TX/ CENTRAL INDEX KEY: 0001023291 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 752669310 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-93181 FILM NUMBER: 624345 BUSINESS ADDRESS: STREET 1: ENERGY PLAZA STREET 2: 1601 BRYAN ST CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148124600 MAIL ADDRESS: STREET 1: TEXAS UTILITIES CO STREET 2: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TUC HOLDING CO DATE OF NAME CHANGE: 19960919 S-8 POS 1 POST-EFFECTIVE AMENDMENT NO. 2 TO S-8 Registration No. 333-93181 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TEXAS UTILITIES COMPANY (DOING BUSINESS AS TXU CORP.) ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) TEXAS 75-2669310 ---------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or No.) organization) ENERGY PLAZA, 1601 BRYAN STREET, DALLAS, TEXAS 75201-3411 ---------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM AND ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN (Full title of the Plan) ---------------------------------------------------------------------------- ROBERT A. WOOLDRIDGE, ESQ. PETER B. TINKHAM, ESQ. ROBERT J. REGER, JR., ESQ. Worsham Forsythe Secretary and Thelen Reid Wooldridge LLP Assistant Treasurer & Priest LLP Energy Plaza 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, addresses and telephone numbers, including area codes, of agents for service) CALCULATION OF REGISTRATION FEE ---------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER SHARE PRICE FEE ---------------------------------------------------------------------------- Common Stock, without par value (2) 4,000,000 shares N/A(2) N/A(2) N/A(2) ---------------------------------------------------------------------------- Preference Stock Purchase Rights (3) 4,000,000 rights N/A(3) N/A(3) N/A(3) ============================================================================ (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) On December 21, 1999, TXU Corp. (the "Company") registered 4,000,000 shares of Common Stock on a registration statement on Form S-8 (File No. 333-93181) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission"). In connection with the filing of that Registration Statement, the Company paid a registration fee of $35,277. (3) Since no separate consideration is paid for the Rights, the registration fee for such securities was included in the fee for the Common Stock. The value attributable to the Rights, if any, is reflected in the market price of the Common Stock. EXPLANATORY NOTE THIS POST EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-93181 IS BEING FILED SO THAT SHARES OF COMMON STOCK, INCLUDING ATTACHED PREFERENCE STOCK PURCHASE RIGHTS, OF TXU CORP. MAY BE OFFERED AND SOLD PURSUANT TO THE EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM AND THE ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN. 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, doing business as TXU Corp. (Company or TXU Corp.), the Employees' Thrift Plan of the Texas Utilities Company System and the ENSERCH Corporation Employee Stock Purchase and Savings Plan (together, the Plan) with the Securities and Exchange Commission (Commission) pursuant to the Securities Exchange Act of 1934, as amended (1934 Act), are incorporated by reference in this registration statement: (a) Annual Report of TXU Corp. on Form 10-K for the year ended December 31, 1999, File No. 1-12833. (b) Current Report of TXU Corp. on Form 8-K dated March 1, 2000, File No. 1-12833. (c) Current Report of TXU Corp. on Form 8-K dated March 13, 2000, File No. 1-12833. (d) Annual Report of Employees' Thrift Plan of the Texas Utilities Company System on Form 11-K for the Fiscal Year ended December 31, 1998, File No. 1-12833. (e) Annual Report of ENSERCH Corporation Employee Stock Purchase and Savings Plan on Form 11-K for the Fiscal Year ended December 31, 1998, File No. 1-3183. (f) The description of the Company's common stock and the rights appurtenant thereto contained in registration statements filed under the 1934 Act, including any amendment or report filed for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. As of December 31, 1999, members of the firm of Worsham Forsythe Wooldridge LLP owned approximately 42,000 shares of the common stock of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article IX of the Amended and 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 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 II-2 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 Amended and Restated 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 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 the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (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, II-3 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. ITEM 8. EXHIBITS. PREVIOUSLY FILED* ---------------- WITH FILE AS EXHIBIT NUMBER EXHIBIT ------- ------ ------- 4(a) 333-79221 4(a)-- Amended and Restated Articles of Incorporation of the Company. 4(b) 333-45657 4(b)-- Bylaws, as amended, of the Company. 4(c) 1-2833 1 -- Rights Agreement, dated as of February 19, Form 8-A 1999, between the Company and The Bank of (filed New York, which includes as Exhibit A February 26, thereto the form of Statement of Resolution 1999) Establishing the Series A Preference Stock, Exhibit B thereto the form of a Right Certificate and Exhibit C thereto the Summary of Rights to Purchase Series A Preference Stock. 5(a) -- Opinion of Thelen Reid & Priest LLP. 5(b) -- Opinion of Worsham Forsythe Wooldridge LLP. 23(a) -- Consent of Deloitte & Touche LLP. 23(b) -- Consent of PricewaterhouseCoopers. 23(c) -- Consents of Thelen Reid & Priest LLP and Worsham Forsythe Wooldridge LLP are contained in Exhibits 5(a) and 5(b), respectively. 24 ** 24 -- Powers of Attorney. - ------------ * Incorporated herein by reference. ** Previously filed with the original Registration Statement (No. 333-93181) on December 21, 1999. II-4 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; (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 paragraphs (a)(1)(i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Sections 13 or 15(d) of the 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 therein, 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, each filing of the registrant's annual report pursuant to Sections 13(a) or 15(d) of the Exchange Act, and each filing of the annual report of the Employees' Thrift Plan of the Texas Utilities Company System or the ENSERCH Corporation Employees Stock Purchase and Savings Plan pursuant to Section 15(d) of the Securities Exchange Act 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. II-5 SIGNATURES THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND STATE OF NEW YORK, ON THE 10TH DAY OF MAY, 2000. TEXAS UTILITIES COMPANY (DOING BUSINESS AS TXU CORP.) BY /S/ ROBERT J. REGER, JR. ------------------------------------- (ROBERT J. REGER, JR. ATTORNEY-IN-FACT) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGNATURE TITLE DATE --------- ----- ---- ERLE NYE* - ----------------------------------- PRINCIPAL EXECUTIVE MAY 10, 2000 (ERLE NYE, CHAIRMAN OF THE OFFICER AND DIRECTOR BOARD AND CHIEF EXECUTIVE ) MICHAEL J. MCNALLY* - ----------------------------------- PRINCIPAL FINANCIAL MAY 10, 2000 (MICHAEL J. MCNALLY, OFFICER EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER) JERRY W. PINKERTON* - ----------------------------------- PRINCIPAL ACCOUNTING MAY 10, 2000 (JERRY W. PINKERTON, CONTROLLER) OFFICER D. C. BONHAM*, J. S.FARRINGTON*, WILLIAM M. GRIFFIN*, KERNEY LADAY*, MARGARET N. MAXEY*, JAMES A. DIRECTORS MAY 10, 2000 MIDDLETON*, J. E. OESTERREICHER*, CHARLES R. PERRY*, HERBERT H. RICHARDSON* *BY: /S/ ROBERT J. REGER, JR. ------------------------------- MAY 10, 2000 (ROBERT J. REGER, JR. ATTORNEY-IN-FACT) II-6 THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM AND THE ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE 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 10TH DAY OF MAY, 2000. EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM ENSERCH CORPORATION EMPLOYEE STOCK PURCHASE AND SAVINGS PLAN BY: /S/ PETER B. TINKHAM -------------------------------- (PETER B. TINKHAM, CHAIRMAN EMPLOYEES' THRIFT PLAN COMMITTEE) II-7 EXHIBIT INDEX PREVIOUSLY FILED* ---------------- WITH FILE AS EXHIBIT NUMBER EXHIBIT ------- ------ ------- 4(a) 333-79221 4(a)-- Amended and Restated Articles of Incorporation of the Company. 4(b) 333-45657 4(b)-- Bylaws, as amended, of the Company. 4(c) 1-2833 1 -- Rights Agreement, dated as of February 19, Form 8-A 1999, between the Company and The Bank of (filed New York, which includes as Exhibit A February 26, thereto the form of Statement of Resolution 1999) Establishing the Series A Preference Stock, Exhibit B thereto the form of a Right Certificate and Exhibit C thereto the Summary of Rights to Purchase Series A Preference Stock. 5(a) -- Opinion of Thelen Reid & Priest LLP. 5(b) -- Opinion of Worsham Forsythe Wooldridge LLP. 23(a) -- Consent of Deloitte & Touche LLP. 23(b) -- Consent of PricewaterhouseCoopers. 23(c) -- Consents of Thelen Reid & Priest LLP and Worsham Forsythe Wooldridge LLP are contained in Exhibits 5(a) and 5(b), respectively. 24 ** 24 -- Powers of Attorney. - ------------ * Incorporated herein by reference. ** Previously filed with the original Registration Statement (No. 333-93181) on December 21, 1999. EX-5 2 EXHIBIT 5(A) EXHIBIT 5(a) THELEN REID & PRIEST LLP 40 West 57th Street New York, New York 10019-4097 May 10, 2000 Texas Utilities Company (doing business as TXU Corp.) 1601 Bryan Street Dallas, Texas 75201 Ladies and Gentlemen: Referring to the Registration Statement on Form S-8 filed by Texas Utilities Company, doing business as TXU Corp. ("Company"), on December 21, 1999 (File No. 333-93181) as amended by the Post-Effective Amendment No. 1 filed on December 22, 1999 and the Post-Effective Amendment No. 2 to be filed on or about the date hereof (together, the "Registration Statement") with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended, for the registration of (i) up to 4,000,000 shares of the Company's common stock, without par value ("Stock") and the attached Preference Stock Purchase Rights (the "Rights"), to be offered from time to time in connection with the Employees' Thrift Plan of the Texas Utilities Company System and the ENSERCH Corporation Employee Stock Purchase and Savings Plan (together, the "Plan") and (ii) 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 non-assessable and to make valid the interests in the Plan will have been taken when any shares of authorized but unissued Stock shall have been issued and delivered for the consideration contemplated in the Plan. 3. The Rights, when issued as contemplated by the Registration Statement will be validly issued. 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 LLP, of Dallas, Texas, General Counsel for the Company, which is being filed as an exhibit to the Registration Statement. We hereby consent to the use of our name in the Plan prospectus in relation to our review of the statements of law and legal conclusions under the caption "Federal Income Taxes" and to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Thelen Reid & Priest LLP THELEN REID & PRIEST LLP EX-5 3 EXHIBIT 5(B) EXHIBIT 5(B) WORSHAM FORSYTHE & WOOLDRIDGE LLP Attorneys and Counselors at Law 1601 Bryan Street, 30th Floor Dallas, Texas 75201 --------------- Telephone (214) 979-3000 Fax (214) 880-0011 May 10, 2000 Texas Utilities Company (doing business as TXU Corp.) 1601 Bryan Street Dallas, Texas 75201 Ladies and Gentlemen: Referring to the Registration Statement on Form S-8 filed by Texas Utilities Company, doing business as TXU Corp. ("Company"), on December 21, 1999 (File No. 333-93181) as amended by the Post-Effective Amendment No. 1 filed on December 22, 1999 and the Post-Effective Amendment No. 2 to be filed on or about the date hereof (together, the "Registration Statement") with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended, for the registration of (i) up to 4,000,000 shares of the Company's common stock, without par value ("Stock") and the attached Preference Stock Purchase Rights (the "Rights"), to be offered from time to time in connection with the Employees' Thrift Plan of the Texas Utilities Company System and the ENSERCH Corporation Employee Stock Purchase and Savings Plan (together, the "Plan") and (ii) 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 non-assessable and to make valid the interests in the Plan will have been taken when any shares of authorized but unissued Stock shall have been issued and delivered for the consideration contemplated in the Plan. 3. The Rights, when issued as contemplated by the Registration Statement will be validly issued. We are members of the State Bar of Texas and do not hold ourselves out as experts on the laws of the State of New York. As to all matters of New York law, we have with your consent relied upon an opinion of even date herewith addressed to you by Thelen Reid & Priest LLP, New York, New York, of Counsel to the Company, which is being filed as an exhibit to the Registration Statement. We hereby consent to the use of our name in the Plan prospectus in relation to our review of the statements of law and legal conclusions under the caption "Description of Capital Stock" and to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, WORSHAM FORSYTHE WOOLDRIDGE LLP By: /s/ T.A. Mack ----------------------- A Partner EX-23 4 EXHIBIT 23(A) EXHIBIT 23(A) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement No. 333-93181 of Texas Utilities Company (doing business as TXU Corp.) on Form S-8 of our reports dated February 16, 2000, June 25, 1999, and June 25, 1999, appearing in the Annual Report on Form 10-K of Texas Utilities Company for the year ended December 31, 1999, 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, 1998, and in the Annual Report on Form 11-K of the ENSERCH Corporation Employee Stock Purchase and Savings Plan for the year ended December 31, 1998, respectively. /s/ Deloitte & Touche Dallas, Texas May 10, 2000 EX-23 5 EXHIBIT 23(B) EXHIBIT 23(B) CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 2 to Registration Statement on Form S-8 (File No. 333-93181) filed by Texas Utilities Company (doing business as TXU Corp.) of our report dated March 3, 1999 on the consolidated financial statements of TXU Europe Limited (formerly known as TXU Eastern Holdings Limited) and Subsidiaries, a wholly owned subsidiary of TXU Corp., as of December 31, 1998 and for the period from formation (February 5, 1998) through December 31, 1998 appearing in the Annual Report on Form 10-K of Texas Utilities Company for the year ended December 31, 1999. /s/ PricewaterhouseCoopers PricewaterhouseCoopers London, England May 10, 2000 -----END PRIVACY-ENHANCED MESSAGE-----