-----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, G7g1YkzWCv26v1138zRlyOCitoEK5cm2GhhYeaFPeyv+W2hFFatsSR0vvIxLlk7s lghFZbrN5NaaaWVJ7SKmJg== 0000033015-96-000007.txt : 19960424 0000033015-96-000007.hdr.sgml : 19960424 ACCESSION NUMBER: 0000033015-96-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960416 ITEM INFORMATION: Other events FILED AS OF DATE: 19960423 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENSERCH CORP CENTRAL INDEX KEY: 0000033015 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 750399066 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03183 FILM NUMBER: 96549455 BUSINESS ADDRESS: STREET 1: ENSERCH CTR STREET 2: 300 S ST PAUL CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146518700 MAIL ADDRESS: STREET 1: 300 S ST PAUL ST CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: LONE STAR GAS CO DATE OF NAME CHANGE: 19751015 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 16, 1996 ENSERCH Corporation (Exact name of Registrant as specified in its charter) Texas 1-3183 75-0399066 (State or other (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) ENSERCH Center, 300 S. St. Paul, Dallas, Texas 75201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including Area Code: 214-651-8700 ITEM 5. Other Events On April 16, 1996, the Corporation and D. W. Biegler, Frederick S. Addy, B. A. Bridgewater, Jr., Odie C. Donald, Marvin J. Girouard, J. M. Haggar, Jr., W. C. McCord and Diana S. Natalicio, directors of the Corporation, were named as defendants in a lawsuit, Frederick Rand v. ENSERCH Corporation, et al, filed by an alleged shareholder in the 193rd District Court of Dallas County, Texas. The plaintiff asserts that the Corporation's shareholders rights plan was adopted by the directors in order to entrench their positions and to thwart a possible acquisition in breach of the directors' fiduciary duties. The plaintiff further asserts that the directors breached their fiduciary duties by their refusal to negotiate the possible acquisition of ENSERCH and to provide confidential information to potential suitors on the same playing field that it created for Texas Utilities. The plaintiff seeks, among other things, to enjoin the Corporation's newly adopted shareholders rights plan and the merger agreement between the Corporation and Texas Utilities Company. In addition, the plaintiff requests that the defendants announce their intention, among other things, to: cooperate with any person or entity having a bona fide interest in proposing any transaction which would maximize shareholder value; take appropriate steps to enhance the market value of the Corporation as an acquisition candidate; take appropriate steps to create an active auction for the Corporation; and respond in good faith to any bona fide potential acquiror. The plaintiff also seeks to have the lawsuit certified as a class action. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENSERCH Corporation Date: April 23, 1996 By: /s/ J. W. Pinkerton ----------------------------- J. W. Pinkerton Vice President and Controller -----END PRIVACY-ENHANCED MESSAGE-----