-----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, KaHthhsceaFiKeCFww3Y6SgI/JWVW5nsWBDy2S6SddIQnaggm3UlOV5w3URBa6hD F0ARtT0DQDW5caOdqxjM7A== 0000033015-97-000010.txt : 19970811 0000033015-97-000010.hdr.sgml : 19970811 ACCESSION NUMBER: 0000033015-97-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970806 ITEM INFORMATION: Other events FILED AS OF DATE: 19970808 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: 97653916 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) August 6, 1997 ENSERCH Corporation (Exact name of Registrant as specified in its charter) Texas 1-3183 75-0399066 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 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 The merger of Enserch Exploration, Inc. with and into Lone Star Energy Plant Operations, Inc. ("Preliminary Merger") was consummated on Tuesday, August 5, 1997, pursuant to the Agreement and Plan of Merger among Lone Star Energy Plant Operations, Inc., Enserch Exploration, Inc. and ENSERCH Corporation ("ENSERCH") dated as of September 10, 1996. In this merger, Lone Star Energy Plant Operations, Inc. changed its name to Enserch Exploration, Inc. ("New EEX"). Immediately following the Preliminary Merger, ENSERCH distributed to its shareholders of record at the close of business on August 4, 1996, its entire ownership interest in New EEX. In the distribution, each ENSERCH shareholder will receive 1.4995056 shares of New EEX common stock for each one share of ENSERCH common stock held. No fractional shares are to be issued and fractional share interests will be paid in cash. Also, on August 5, 1997, pursuant to the previously reported Amended and Restated Agreement and Plan of Merger dated as of April 13, 1996 (the "Plan of Merger") among Texas Utilities Company, a Texas corporation ("Texas Utilities"), ENSERCH and TUC Holding Company, a Texas corporation ("TUCHC"), TUC Merger Corp. and ENSERCH Merger Corp., wholly owned subsidiaries of TUCHC, were merged into Texas Utilities and ENSERCH, respectively (the "Mergers"), and Texas Utilities and ENSERCH became wholly owned subsidiaries of TUCHC. In connection with the Mergers, the name of TUCHC was changed to Texas Utilities Company. Under the terms of the Plan of Merger, each share of ENSERCH common stock outstanding at the effective time of the Mergers became exchangeable for 0.225 shares of TUCHC common stock and each share of Texas Utilities common stock outstanding at the effective time of the Mergers was automatically converted into one share of TUCHC common stock. At the effective time of the Mergers, ENSERCH had 70,494,540 shares of common stock outstanding and Texas Utilities had 224,649,557 shares of common stock outstanding. Fractional shares will not be issued, except to participants in the ENSERCH Dividend Reinvestment Plan. In lieu thereof, holders of fractional shares of TUCHC common stock will receive cash. 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: August 6, 1997 By: /s/ R. L. Jay R. L. Jay Assistant Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----