-----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, ER10acb9R8WUUBhBMXyvn3THT5xKpPoiZritUy+5X8w/+LQAQ9ZdLFJAqe/Tikse NzJXB5SQClSzzJzpkdP+Ww== 0000950120-99-000474.txt : 19991223 0000950120-99-000474.hdr.sgml : 19991223 ACCESSION NUMBER: 0000950120-99-000474 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991222 EFFECTIVENESS DATE: 19991222 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: 99779417 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. 1 TO S-8 Registration No. 333-93181 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 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 ------------------------------------------------------------------------ (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. PETER B. TINKHAM, ESQ. ROBERT J. REGER, JR., ESQ. Worsham, Forsythe & Secretary and Assistant Thelen Reid & Priest LLP Wooldridge, L.L.P. Treasurer 40 West 57th Street Energy Plaza Energy Plaza New York, New York 10019 1601 Bryan Street 1601 Bryan Street (212) 603-2000 Dallas, Texas 75201 Dallas, Texas 75201 (214) 979-3000 (214) 812-4600 ------------------------------------------------------------------------ (Names, addresses and telephone numbers, including area codes, of agents for service) PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. EXHIBIT ------- 5(a) -- Revised Opinion of Thelen Reid & Priest LLP. 5(b) -- Revised Opinion of Worsham, Forsythe & Wooldridge, L.L.P. 23(c) -- Consents of Thelen Reid & Priest LLP and Worsham, Forsythe & Wooldridge, L.L.P. are contained in Exhibits 5(a) and 5(b), respectively. SIGNATURES THE REGISTRANT. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 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 22ND DAY OF DECEMBER, 1999. 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 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGNATURE TITLE DATE --------- ----- ---- /s/ Erle Nye* Principal Executive December 22, 1999 - ------------------------------- (Erle Nye, Chairman of the Board Officer and Director and Chief Executive) /s/ Michael J. McNally* Principal Financial December 22, 1999 - ------------------------------- (Michael J. McNally, Executive Vice Officer President and Chief Financial Officer) /s/ Jerry W. Pinkerton* Principal Accounting December 22, 1999 - ------------------------------- (Jerry W. Pinkerton, Controller) Officer D. C. BONHAM*, J. S. FARRINGTON*, WILLIAM M. GRIFFIN*, KERNEY LADAY*, MARGARET N. MAXEY*, JAMES A. MIDDLETON*, -- Directors December 22, 1999 J. E. OESTERREICHER*, CHARLES R. PERRY*, HERBERT H. RICHARDSON* *By /s/ Robert J. Reger, Jr. December 22, 1999 ---------------------------- (Robert J. Reger, Jr. Attorney-in-Fact) THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE EMPLOYEES' THRIFT PLAN COMMITTEE OF THE EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, AND THE STATE OF NEW YORK, ON THE 22ND DAY OF DECEMBER, 1999. EMPLOYEES' THRIFT PLAN OF THE TEXAS UTILITIES COMPANY SYSTEM By /s/ Robert J. Reger, Jr. ------------------------------- (Robert J. Reger, Jr. Attorney-in-Fact) EXHIBIT INDEX EXHIBIT ------- 5(a) -- Revised Opinion of Thelen Reid & Priest LLP. 5(b) -- Revised Opinion of Worsham, Forsythe & Wooldridge, L.L.P. 23(c) -- Consents of Thelen Reid & Priest LLP and Worsham, Forsythe & Wooldridge, L.L.P. are contained in Exhibits 5(a) and 5(b), respectively. EX-5 2 EXHIBIT 5(A) EXHIBIT 5(A) THELEN REID & PRIEST LLP 40 WEST 57TH STREET NEW YORK, NEW YORK 10019-4097 December 20, 1999 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, doing business as TXU Corp ("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 up to 4,000,000 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 (the "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 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. 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, 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 Registration Statement, 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, L.L.P. Attorneys and Counselors at Law 1601 Bryan Street, 30th Floor Dallas, Texas 75201 ------- Telephone (214) 979-3000 Fax (214) 880-0011 December 20, 1999 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, doing business as TXU Corp ("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 up to 4,000,000 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 (the "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 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. We hereby consent to the use of our name in the Registration Statement, and to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, WORSHAM, FORSYTHE & WOOLDRIDGE, L.L.P. By: /s/ T. A. Mack --------------------- A Partner -----END PRIVACY-ENHANCED MESSAGE-----