SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 13, 1996
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ENSERCH EXPLORATION, INC.
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(Exact name of registrant as specified in its charter)
Texas 1-11413 75-255697
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
4849 Greenville Avenue
Suite 1500
Dallas, Texas 75206
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(Address of principal (Zip code)
executive office)
Registrant's telephone number, including area code (214) 369-7893
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
ENSERCH Corporation, a Texas corporation ("ENSERCH"), which
owns approximately 83.4% of the stock of Enserch Exploration,
Inc. ("EEX"), has announced a merger transaction with Texas
Utilities Company, a Texas corporation ("TUC"), in which ENSERCH
will become a wholly owned subsidiary of TUC (the "Parent Company
Merger"). Immediately prior and as a condition to the Parent
Company Merger, EEX will be merged into Lone Star Energy Company,
a Texas corporation wholly owned by ENSERCH ("LSEC"), and the
shares of capital stock of LSEC held by ENSERCH will then be
distributed (the "Distribution") to the shareholders of ENSERCH.
The consummation of the Parent Company Merger and the
Distribution is expected to occur in late 1996 or early 1997.
The Parent Company Merger is subject to customary closing
conditions, including the receipt from the Internal Revenue
Service of a ruling that the Distribution will qualify as a tax-free
distribution. The conditions to the closing of the Parent
Company Merger further include, without limitation, the approval
by the shareholders of ENSERCH, the receipt of all necessary
governmental approvals and the making of all required
governmental filings (including the approval of the Securities
and Exchange Commission under the Public Utilities Holding
Companies Act of 1935, and the filing of the requisite
notifications with the Federal Trade Commission and the
Department of Justice under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the expiration of
applicable waiting periods thereunder), and any one of several
specified actions by the Texas Railroad Commission.
The Agreement and Plan of Merger executed by ENSERCH and TUC
in respect of the Parent Company Merger (the "Parent Company
Merger Agreement") may be terminated prior to closing (1) by
mutual consent, (2) by either ENSERCH or TUC, if the Merger is
not consummated by March 31, 1997, provided that such termination
date will be extended to September 30, 1997 if all conditions to
closing of the Parent Company Merger, other than the receipt of
certain regulatory approvals, are capable of being satisfied on
March 31, 1997, (3) by either ENSERCH or TUC, if the shareholders
of ENSERCH fail to approve the transaction, (4) by either ENSERCH
or TUC, if any federal or state law or court order prohibits the
transaction, (5) by either ENSERCH or TUC, as a result of a
third-party tender offer or business combination proposal which
the Board of Directors of such party in good faith and based upon
the advice of counsel determines to accept after negotiations
with the other party to make adjustments in the terms of the
Parent Company Merger Agreement as would enable the Parent
Company Merger to proceed, (6) by the non-breaching party in the
event of a material breach of representation, warranty or
covenant and such breach is not remedied within 20 days after
notice from the other party, or (7) if the Board of Directors of
either ENSERCH or TUC withdraws or adversely modifies its
recommendation in respect of the Parent Company Merger, or (8) if
either ENSERCH of TUC, during a 21-day due diligence period,
uncovers information amounting to a material adverse change in
the other party's business or prospects as compared to
information disclosed prior to the execution of the Parent
Company Merger Agreement.
The Press Release, dated April 15, 1996, issued by ENSERCH
Corporation in connection with the announcement of the Parent
Company Merger is filed as an exhibit to this report and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibit Reference
99.1 News Release of ENSERCH
Corporation dated
April 15, 1996 . . . . . . . .Filed herewith.
99.2 News Release of Enserch
Exploration, Inc. dated
April 15, 1996. . . . . . . . Filed herewith.
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 hereunto duly authorized.
Enserch Exploration, Inc.
(Registrant)
Date: April 17, 1996 By: /s/ J. W. Pinkerton
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J. W. Pinkerton
Vice President and Controller