Filed pursuant to Rule 424(b)(5)
Registration No. 33-83976
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 9, 1997)
$300,000,000
TEXAS UTILITIES ELECTRIC COMAPNY
7.17% Debentures due August 1, 2007
_______________
Interest payable February 1 and August 1
______________
The Debentures will be redeemable as a whole or in part at the
option of the Company at any time, at a redemption price equal
to the greater of (i) 100% of the principal amount thereof and
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon from the
redemption date to the maturity date, computed by discounting
such payments, in each case, to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined herein) plus
10 basis points, plus, in each case, accrued interest on the
principal amount thereof to the date of redemption. See CERTAIN
TERMS OF THE DEBENTURES herein and DESCRIPTION OF DEBT
SECURITIES in the accompanying Prospectus. The Debentures will
be represented by a global security registered in the name of
The Depository Trust Company (DTC) or its nominee. Book-entry
interests in the global security will be shown on, and transfers
thereof will be effected only through, records maintained by
DTC or its nominee.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________
PRICE 99.956% AND ACCRUED INTEREST, IF ANY
________________
Underwriting
Price to Discounts and Proceeds to
Public (1) Commissions(2) Company(1)(3)
------------- -------------- -------------
Per Debenture..... 99.56% .650% 99.306%
Total............. $299,868,000 $1,950,000 $297,918,000
_________
(1) Plus accrued interest, if any, from August 18, 1997.
(2) The Company has agreed to indemnify the Underwriters
against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.
(3) Before deduction of expenses payable by the Company,
estimated at $465,000.
The Debentures are offered, subject to prior sale, when, as and
if accepted by the Underwriters and subject to approval of certain
legal matters by Winthrop, Stimson, Putnam & Roberts, counsel for
the Underwriters. It is expected that delivery of the Debentures
will be made on or about August 18, 1997 through the book-entry
facilities of DTC, against payment therefor in immediately
available funds.
MORGAN STANLEY DEAN WITTER
LEHMAN BROTHERS
SALOMON BROTHERS INC
August 13, 1997.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE
PRICE OF THE DEBENTURES. SPECIFICALLY, THE UNDERWRITERS MAY
OVERALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR AND
PURCHASE, THE DEBENTURES IN THE OPEN MARKET. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITERS" HEREIN.
--------------
CERTAIN TERMS OF THE DEBENTURES
The following information concerning the 7.17% Debentures due
August 1, 2007 (Debentures) supplements and should be read in
conjunction with the statements under DESCRIPTION OF DEBT
SECURITIES in the accompanying Prospectus.
General
The Debentures will be issued as a new series of Debt
Securities under an indenture, dated as of August 1, 1997
(Indenture), between the Company and The Bank of New York as
trustee (Trustee).
Maturity, Interest and Payment
The Debentures will mature on August 1, 2007 and will bear
interest from August 18, 1997, at the rate shown in their title,
payable semi-annually (commencing February 1, 1998) on February 1
and August 1. Interest will be paid to the persons in whose
names the Debentures are registered at the close of business on
the date preceding each semi-annual interest payment date, so
long as the Debentures are held in book-entry form only, or
otherwise on the 15th day of the calendar month next preceding
each semi-annual interest payment date.
Redemption
The Debentures will be redeemable as a whole at any time or in
part, from time to time, at the option of the Company, at a
redemption price equal to the greater of (i) 100% of the
principal amount of such Debentures, and (ii) the sum of the
present values of the remaining scheduled payments of principal
and interest thereon from the redemption date to the maturity
date, computed by discounting such payments, in each case, to the
redemption date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 10
basis points, plus, in each case, accrued interest on the
principal amount thereof to the date of redemption.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining terms of such Debentures. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
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contain such prices on such business day, the average of the
Reference Treasury Dealer Quotations actually obtained by the
Trustee for such redemption date. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding
such redemption date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Lehman Brothers, Inc. and Salomon Brothers Inc and
their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury
Dealer.
Notice of any redemption will be mailed at least 30 days but
no more than 60 days before the redemption date to each holder of
Debentures to be redeemed.
Upon payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Debentures
or portions thereof called for redemption.
Book-Entry Only - The Depository Trust Company.
DTC will act as securities depositary for the Debentures. The
Debentures will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). One or
more fully-registered global Debenture certificates, representing
the total aggregate number of Debentures, will be issued and will
be deposited with DTC.
DTC is a limited-purpose trust company organized under the New
York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System,
a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
(Participants) deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and
certain other organizations (Direct Participants). DTC is owned
by a number of its Direct Participants and by the New York Stock
Exchange, the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the DTC system
is also available to others, such as securities brokers and
dealers, banks and trust companies that clear transactions
through or maintain a direct or indirect custodial relationship
with a Direct Participant either directly or indirectly (Indirect
Participants). The rules applicable to DTC and its Direct
Participants and Indirect Participants (together, Participants)
are on file with the Securities and Exchange Commission.
Purchases of Debentures within the DTC system must be made by
or through Direct Participants, which will receive a credit for
the Debentures on DTC's records. The ownership interest of each
actual purchaser of Debentures (Beneficial Owner) is in turn to
be recorded on the Participants' records. Beneficial Owners will
not receive written confirmation from DTC of their purchases, but
Beneficial Owners are expected to receive written confirmations
providing details of the transactions, as well as periodic
statements of their holdings, from the Participants through which
the Beneficial Owners purchased Debentures. Transfers of
ownership interests in the Debentures are to be accomplished by
entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive
certificates representing their ownership interests in the
Debentures, except in the event that use of the book-entry system
for the Debentures is discontinued.
To facilitate subsequent transfers, all the Debentures
deposited by Direct Participants with DTC are registered in the
name of DTC's nominee, Cede & Co. The deposit of Debentures with
DTC and their registration in the name of Cede & Co. effect no
change in beneficial ownership. DTC has no knowledge of the
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actual Beneficial Owners of the Debentures; DTC's records reflect
only the identity of the Direct Participants to whose accounts
such Debentures are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to
Direct Participants, by Direct Participants to Indirect
Participants and by Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or
regulatory requirements that may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than
all of the Debentures are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will itself consent or vote with
respect to Debentures. Under its usual procedures, DTC would
mail an Omnibus Proxy to the Company as soon as possible after
the record date. The Omnibus Proxy assigns Cede & Co. consenting
or voting rights to those Direct Participants to whose accounts
the Debentures are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the Debentures will be made
to DTC. DTC's practice is to credit Direct Participants'
accounts on the relevant payment date in accordance with their
respective holdings shown on DTC's records unless DTC has reason
to believe that it will not receive payments on such payment
date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is
the case with securities held for the account of customers in
bearer form or registered in "street name," and such payments
will be the responsibility of such Participant and not of DTC or
the Company, subject to any statutory or regulatory requirements
to the contrary that may be in effect from time to time. Payment
of principal and interest to DTC is the responsibility of the
Company, disbursement of such payments to Direct Participants is
the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners is the responsibility of Participants.
Except as provided herein, a Beneficial Owner will not be
entitled to receive physical delivery of Debentures.
Accordingly, each Beneficial Owner must rely on the procedures of
DTC to exercise any rights under the Debentures.
DTC may discontinue providing its services as securities
depositary with respect to the Debentures at any time by giving
reasonable notice to the Company. Under such circumstances, in
the event that a successor securities depositary is not obtained,
Debenture certificates are required to be printed and delivered.
Additionally, the Company may decide to discontinue use of the
system of book-entry transfers through DTC (or any successor
depositary) with respect to the Debentures. In that event,
certificates for the Debentures will be printed and delivered.
The information in this section concerning DTC and DTC's book-
entry system has been obtained from sources that the Company
believes to be reliable, but the Company does not take
responsibility for the accuracy thereof.
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SUMMARY FINANCIAL INFORMATION
OF TEXAS UTILITIES ELECTRIC COMPANY
(Thousands of Dollars, Except Ratios and Percentages)
The following material, which is presented herein solely to
furnish limited introductory information, is qualified in its
entirety by, and should be considered in conjunction with, the
other information appearing in this Prospectus Supplement and in
the accompanying Prospectus, including the Incorporated
Documents. In the opinion of the Company, all adjustments
(constituting only normal recurring accruals) necessary for a
fair statement of the results of operations for the twelve months
ended June 30, 1997, have been made.
TWELVE MONTHS ENDED
---------------------------------------------
DECEMBER 31,
---------------------------------------------
1992 1993 1994 1995
---- ---- ---- ----
Income statement data:
Operating
Revenues . . . . $4,906,695 $5,409,156 $5,613,175 $5,560,462
Net Income (a) . 821,123 476,526 658,192 452,631
Ratio of Earnings
to Fixed Charges
(a)(b) . . . . . 2.48 2.00 2.45 2.02
TWELVE MONTHS ENDED
---------------------------
DECEMBER 31, JUNE 30,
------------- 1997
1996 (UNAUDITED)
---- -----------
Income statement data:
Operating Revenues $6,029,611 $5,939,503
Net Income (a) . . 862,695 808,039
Ratio of Earnings
to Fixed Charges
(a)(b) . . . . . . 2.95 2.96
ADJUSTED(c)
-------------------
OUTSTANDING
AT
JUNE 30,
1997 AMOUNT PERCENT
---------- ------ -------
Capitalization
(Unaudited):
Long-term Debt . . . . $6,040,031 $6,340,031 46.9
Preferred Stock
Not subject to
mandatory redemption. 139,140 129,194
Subject to mandatory
redemption . . . . . 20,593 20,593
---------- ----------
Total Preferred
Stock . . . . . . . 159,733 149,787 1.1
Company Obligated
Mandatorily Redeemable
Preferred Securities of
Subsidiary Trusts
Holding Solely
Debentures of the
Company . . . . . . . . 874,865 874,865 6.5
Common Stock Equity . . . 6,139,512 6,139,512 45.5
----------- ----------- -----
Total Capitalization .$13,214,141 $13,504,195 100.0%
=========== =========== -----
-----------------
(a) The twelve-month period ended December 31, 1992 was affected
by the discontinuation of the accrual of allowance for funds
used during construction (AFUDC) and the commencement of
depreciation on approximately $1.3 billion of investment in
Unit 1 of the Comanche Peak nuclear generating station
(Comanche Peak) and facilities which are common to Comanche
Peak Units 1 and 2 incurred after the end of the June 30,
1989 test year and, therefore, not included in the Company's
Docket 9300 rate case. Effective January 1992, the Company
began recording base rate revenue for energy sold but not
billed to achieve a better matching of revenues and
expenses. The effect of this change in accounting increased
net income for the twelve months ended December 31, 1992, by
approximately $102 million, of which approximately $80
million represents the cumulative effect of the change in
accounting at January 1, 1992. The twelve-month period
ended December 31, 1993 was affected by the recording of
regulatory disallowances in Docket 11735. The twelve-month
period ended December 31, 1995 was affected by the
impairment of several nonperforming assets, including the
Company's partially completed Twin Oak and Forest Grove
lignite-fueled facilities, as well as several minor assets.
Such impairment, on an after-tax basis, amounted to $316
million. (See the 1996 10-K.)
(b) The computation of the ratio of earnings to fixed charges
does not include interest payments made by affiliated
companies on senior notes, which are recovered currently
through the fuel component of rates.
(c) To give effect to (1) the issuance and sale of the
Debentures by the Company and (2) the repurchase of
preferred stock by the Company since June 30, 1997.
Adjusted amounts do not reflect any possible future sales
from time to time by the Company of up to an additional
$148,850,000 of debt securities and $25,000,000 of the
Company's cumulative preferred stock, for which registration
statements are effective pursuant to Rule 415 under the
Securities Act of 1933, as amended.
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THE COMPANY
The Company was incorporated under the laws of the State of
Texas in 1982 and has perpetual existence under the provisions of
the Texas Business Corporation Act. The Company is an electric
utility engaged in the generation, purchase, transmission,
distribution and sale of electric energy wholly within the State
of Texas. The principal executive offices of the Company are
located at Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201;
the telephone number is (214) 812-4600.
The Company is the principal subsidiary of Texas Energy
Industries Inc. (TEI), which is a subsidiary of the newly formed
holding company, Texas Utilities Company (Texas Utilities). The
other electric utility subsidiaries of TEI are Southwestern
Electric Service Company, which is engaged in the purchase,
transmission, distribution and sale of electric energy in ten
counties in the eastern and central parts of Texas with a
population estimated at 126,900, and Texas Utilities Australia
Pty. Ltd., owner of Eastern Energy Limited, which is engaged in
the purchase, distribution, marketing and sale of electric energy
to approximately 481,000 customers in the State of Victoria,
Australia. TEI also has three other subsidiaries which perform
specialized functions within the Texas Utilities Company system:
Texas Utilities Fuel Company owns a natural gas pipeline system,
acquires, stores and delivers fuel gas and provides other fuel
services at cost for the generation of electric energy by the
Company; Texas Utilities Mining Company owns, leases and operates
fuel production facilities for the surface mining and recovery of
lignite at cost for the generation of electric energy by the
Company and Texas Utilities Services Inc. provides financial,
accounting, information technology, environmental services,
customer services, personnel, procurement and other
administrative services at cost. In August 1997, Texas Utilities
became the holding company for both TEI and ENSERCH Corporation
(ENSERCH). Pursuant to the transaction, Lone Star Gas Company
and Lone Star Pipeline Company, the local distribution and
pipeline divisions of ENSERCH, and other businesses, excluding
Enserch Exploration Inc., a subsidiary of ENSERCH, were acquired
by Texas Utilities.
The Company's service area covers the north central, eastern
and western parts of Texas, with a population estimated at
5,890,000 -- about one-third of the population of Texas. Electric
service is provided in 91 counties and 372 incorporated
municipalities, including Dallas, Fort Worth, Arlington, Irving,
Plano, Waco, Mesquite, Grand Prairie, Wichita Falls, Odessa,
Midland, Carrollton, Tyler, Richardson and Killeen. The area is a
diversified commercial and industrial center with substantial
banking, insurance, communications, electronics, aerospace,
petrochemical and specialized steel manufacturing, and automotive
and aircraft assembly. The territory served includes major
portions of the oil and gas fields in the Permian Basin and East
Texas, as well as substantial farming and ranching sections of
the State. It also includes the Dallas-Fort Worth International
Airport and the Alliance Airport.
UNDERWRITERS
Under the terms and subject to the conditions of the
Underwriting Agreement dated the date hereof, the Underwriters
named below have severally agreed to purchase, and the Company
has agreed to sell to them, severally, the respective principal
amount of the Debentures set forth opposite their names below:
Principal Amount of
Underwriters Debentures
----------- ------------------
Morgan Stanley & Co. Incorporated . . . . . $100,000,000
Lehman Brothers Inc. . . . . . . . . . . . 100,000,000
Salomon Brothers Inc . . . . . . . . . . . 100,000,000
------------
Total . . . . . . . . . . . . . . . . . . . $300,000,000
The Underwriting Agreement provides that the obligations of
the several Underwriters to pay for and accept delivery of the
Debentures are subject to the approval of certain legal matters
by their counsel and to certain other conditions. The
Underwriters are committed to take and pay for all of the
Debentures if any are taken.
S-6
The Underwriters propose initially to offer part of the
Debentures to the public at the public offering price set forth
on the cover page of this Prospectus and part to certain dealers
at such price less a concession not in excess of .40% of the
principal amount of the Debentures. The Underwriters may allow
and such dealers may reallow a concession not in excess of .25%
of the principal amount of the Debentures to certain other
dealers. After the initial offering of the Debentures, the
offering price and selling terms may from time to time be varied
by the Underwriters.
The Company has agreed to indemnify the Underwriters against
certain liabilities under the Securities Act of 1933.
The Company does not intend to apply for listing of the
Debentures on a national securities exchange, and there is at
present no trading market for the Debentures. The Company has
been advised by the Underwriters that they each presently intend
to make a market in the Debentures as permitted by applicable
laws and regulations. The Underwriters are not obligated,
however, to make a market in the Debentures and any such market-
making may be discontinued at any time by any Underwriter.
Accordingly, no assurance can be given as to the liquidity of, or
trading market for, the Debentures.
In order to facilitate the offering of the Debentures, the
Underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the Debentures. Specifically,
the Underwriters may overallot in connection with the offering of
the Debentures, creating a short position in the Debentures for
their own accounts. In addition, to cover overallotments or to
stabilize the price of the Debentures, the Underwriters may bid
for, and purchase, the Debentures in the open market. Finally,
in the offering of the Debentures, the Underwriters may reclaim
selling concessions allowed to a dealer for distributing the
Debentures in the offering if the Underwriters repurchase
previously distributed Debentures in transactions to cover
syndicate short positions, in stablilization transactions or
otherwise. Any of these activities may stabilize or maintain the
market price of the Debentures above independent market levels.
The Underwriters are not required to engage in these activities
and may end any of these activities at any time.
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PROSPECTUS
$448,850,000
TEXAS UTILITIES ELECTRIC COMPANY
FIRST MORTGAGE BONDS
DEBT SECURITIES
Texas Utilities Electric Company (Company) intends to offer
from time to time up to $448,850,000 in aggregate principal
amount of (i) its First Mortgage Bonds (New Bonds), (ii)
unsecured debt securities of the Company consisting of
debentures, notes or other unsecured evidence of indebtedness
(Debt Securities), or (iii) any combination of the foregoing, in
one or more series at prices and on terms to be determined at the
time of sale. New Bonds and Debt Securities are collectively
referred to herein as "Securities."
For each issue of Securities for which this Prospectus is
being delivered (Offered Bonds or Offered Debt Securities, as the
case may be, and, together, Offered Securities) there will be an
accompanying Prospectus Supplement (Prospectus Supplement) that
sets forth, without limitation and to the extent applicable, the
specific designation, aggregate principal amount, denomination,
maturity, premium, if any, rate of interest (which may be fixed
or variable) or method of calculation thereof, time of payment of
interest, any terms for redemption, any sinking fund provisions,
the initial public offering price, the principal amounts, if any,
to be purchased by underwriters and any other special terms of
the Offered Securities.
The Company may sell the Securities through underwriters,
dealers or agents, or directly to one or more of a limited number
of purchasers. If any agents of the Company or any underwriters
are involved in the sales of the Offered Securities, the names of
such agents or such underwriters and any applicable commissions
or discounts will be set forth in the Prospectus Supplement. See
PLAN OF DISTRIBUTION for possible indemnification arrangements
for underwriters and agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is July 9, 1997.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (Commission) pursuant to the
Securities Exchange Act of 1934, as amended (1934 Act), are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December
31, 1996 (1996 10-K).
2. Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
3. Current Report on Form 8-K, dated March 31, 1997.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to
the termination of the offering hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents; provided,
however, that the documents enumerated above or subsequently
filed by the Company pursuant to Section 13 of the 1934 Act prior
to the filing with the Commission of the Company's most recent
Annual Report on Form 10-K shall not be incorporated by reference
in this Prospectus or be a part hereof from and after the filing
of such Annual Report on Form 10-K. The documents which are
incorporated by reference in this Prospectus are sometimes
hereinafter referred to as the "Incorporated Documents."
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which is deemed to be
incorporated by reference herein or in the Prospectus Supplement
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST
OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE INCORPORATED
DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS
(UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO: SECRETARY,
TEXAS UTILITIES ELECTRIC COMPANY, ENERGY PLAZA, 1601 BRYAN
STREET, DALLAS, TEXAS 75201, TELEPHONE NUMBER (214) 812-4600.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the 1934 Act and in accordance therewith files reports, proxy
statements and other information with the Commission. Such
reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Chicago Regional Office, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511;
and New York Regional Office, 7 World Trade Center, Suite 1300,
New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, the Commission maintains a World Wide Web
site (http://www.sec.gov) that contains reports and other
information filed by the Company. Certain Depositary Shares
representing fractional interests in shares of cumulative
preferred stock of the Company are listed on the New York Stock
Exchange, where reports and other information concerning the
Company may be inspected.
2
Securityholders of the Company may obtain, upon request,
copies of an Annual Report on Form 10-K containing financial
statements as of the end of the most recent fiscal year audited
and reported upon (with an opinion expressed) by independent
auditors.
THE COMPANY
The Company was incorporated under the laws of the
State of Texas in 1982 and has perpetual existence under the
provisions of the Texas Business Corporation Act. The Company is
an electric utility engaged in the generation, purchase,
transmission, distribution and sale of electric energy wholly
within the State of Texas. The principal executive offices of the
Company are located at Energy Plaza, 1601 Bryan Street, Dallas,
Texas 75201; the telephone number is (214) 812-4600.
The Company is the principal subsidiary of Texas
Utilities Company (Texas Utilities). The other electric utility
subsidiaries of Texas Utilities are Southwestern Electric Service
Company, which is engaged in the purchase, transmission,
distribution and sale of electric energy in ten counties in the
eastern and central parts of Texas with a population estimated at
126,900, and Texas Utilities Australia Pty. Ltd., owner of
Eastern Energy Limited, which is engaged in the purchase,
distribution, marketing and sale of electric energy to
approximately 481,000 customers in the State of Victoria,
Australia. Texas Utilities also has three other subsidiaries
which perform specialized functions within the Texas Utilities
Company system: Texas Utilities Fuel Company owns a natural gas
pipeline system, acquires, stores and delivers fuel gas and
provides other fuel services at cost for the generation of
electric energy by the Company; Texas Utilities Mining Company
owns, leases and operates fuel production facilities for the
surface mining and recovery of lignite at cost for the generation
of electric energy by the Company and Texas Utilities Services
Inc. provides financial, accounting, information technology,
environmental services, customer services, personnel, procurement
and other administrative services at cost. In April 1996, Texas
Utilities announced that it had entered into a merger agreement
with ENSERCH Corporation (ENSERCH). Under the terms of the
agreement, Lone Star Gas Company and Lone Star Pipeline Company,
the local distribution and pipeline divisions of ENSERCH, and
other businesses, excluding Enserch Exploration Inc., a
subsidiary of ENSERCH, will be acquired by a new holding company,
which will be named Texas Utilities Company and will own all of
the common stock of ENSERCH and Texas Utilities. Consummation of
the transaction is subject, among other matters, to the receipt
of various regulatory authorizations, some of which have not yet
been obtained.
The Company's service area covers the north central,
eastern and western parts of Texas, with a population estimated
at 5,890,000 -- about one-third of the population of Texas.
Electric service is provided in 91 counties and 372 incorporated
municipalities, including Dallas, Fort Worth, Arlington, Irving,
Plano, Waco, Mesquite, Grand Prairie, Wichita Falls, Odessa,
Midland, Carrollton, Tyler, Richardson and Killeen. The area is a
diversified commercial and industrial center with substantial
banking, insurance, communications, electronics, aerospace,
petrochemical and specialized steel manufacturing, and automotive
and aircraft assembly. The territory served includes major
portions of the oil and gas fields in the Permian Basin and East
Texas, as well as substantial farming and ranching sections of
the State. It also includes the Dallas-Fort Worth International
Airport and the Alliance Airport.
USE OF PROCEEDS
The Company is offering hereby a maximum of $448,850,000
aggregate principal amount of Securities. The net proceeds to be
received by the Company from the sale of the Securities, together
with funds from operations, are expected to be used for the
redemption or repurchase of certain of its outstanding debt and
preferred stock, and may also be used to meet expenditures for
its construction program and for other corporate purposes,
including the repayment of short-term borrowings incurred for
similar purposes and outstanding at the time of any such sale.
3
Proceeds may be temporarily invested in short-term instruments
pending their application to the foregoing purposes.
Reference is made to the Incorporated Documents with respect
to the Company's estimated capital expenditures and its general
financing plan and capabilities. Reference is also made to the
Prospectus Supplement applicable to each series of Offered
Securities.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the years
ended December 31, 1992 through 1996 and the twelve months ended
March 31, 1997 was 2.48, 2.00, 2.45, 2.02, 2.95 and 2.94,
respectively. The computation of the ratio of earnings to fixed
charges does not include interest payments made by affiliated
companies on senior notes, which are recovered currently through
the fuel component of rates.
DESCRIPTION OF NEW BONDS
General. The New Bonds are to be issued under the Company's
Mortgage and Deed of Trust, dated as of December 1, 1983, as
supplemented, with The Bank of New York, Trustee (Mortgage
Trustee), referred to herein as the "Mortgage." Whenever
particular provisions or defined terms in the Mortgage are
referred to under this DESCRIPTION OF NEW BONDS, such provisions
or defined terms are incorporated by reference herein.
As herein summarized, bonds now or hereafter issued under
the Mortgage (Bonds) are, or will be, secured by a first mortgage
Lien on certain property of the Company. Bonds issued under the
Mortgage are equally secured and pari passu.
The Mortgage is an exhibit to the Registration Statement.
The statements herein concerning the Mortgage, the New Bonds and
the Bonds are merely an outline and do not purport to be
complete. Such statements include terms defined in the Mortgage
and are qualified in their entirety by reference to the Mortgage.
The New Bonds will be issuable in the form of fully
registered bonds in denominations of $1,000 and any multiple
thereof, unless otherwise specified in the Prospectus Supplement.
The New Bonds may be transferred without charge, other than for
applicable taxes or other governmental charges, at The Bank of
New York, New York, New York.
Maturity and Interest Payments. Reference is made to the
Prospectus Supplement for the date or dates on which the Offered
Bonds will mature; the rate or rates per annum at which the
Offered Bonds will bear interest; and the times at which such
interest will be payable.
Redemption, Repayment or Purchase of New Bonds. The New
Bonds may be redeemable, in whole or in part, on not less than 30
days' notice either at the option of the Company or as required
by the Mortgage.
Reference is made to the Prospectus Supplement for the
redemption terms, if any, and other specific terms of the Offered
Bonds.
If, at the time notice of redemption is given, the
redemption moneys are not held by the Mortgage Trustee, the
redemption may be made subject to their receipt on or before the
date fixed for redemption and such notice shall be of no effect
unless such moneys are so received.
4
While the Mortgage contains provisions for the maintenance
of the Mortgaged and Pledged Property, the Mortgage does not
permit redemption of Bonds pursuant to these provisions. There is
no sinking fund under the Mortgage.
Cash deposited under any provisions of the Mortgage may be
applied (with certain exceptions) to the purchase or redemption
of Bonds of any series. (Mortgage, Arts. XII and XIII.)
In addition to or in lieu of any terms of redemption, the
Company may grant holders of a particular series of New Bonds the
right to tender their bonds prior to maturity to the Company for
repayment at stated prices and at stated times. Reference is made
to the Prospectus Supplement for the terms of any such right to
tender New Bonds.
Security and Priority. The Bonds issued under the Mortgage
will be secured by a first mortgage Lien of the Mortgage.
Substantially all of the Company's property is subject to the
Lien of the Mortgage.
The Lien of the Mortgage is subject to Excepted
Encumbrances, including tax and construction liens, purchase
money liens and certain other exceptions.
There are excepted from the Lien of the Mortgage all cash
and securities (except those specifically deposited); equipment,
materials or supplies held for sale or other disposition; any
fuel and similar consumable materials and supplies; automobiles,
other vehicles, aircraft and vessels; timber, minerals, mineral
rights and royalties; receivables, contracts, leases and
operating agreements; electric energy, gas, water, steam, ice and
other products for sale, distribution or other use; natural gas
wells; and gas transportation lines or other property used in the
sale of natural gas to customers or to a natural gas distribution
or pipeline company, up to the point of connection with any
distribution system.
The Mortgage contains provisions subjecting after-acquired
property to the Lien thereof. These provisions may be limited, at
the option of the Company, in the case of consolidation, merger
or sale of substantially all of the Company's assets. (Mortgage,
Sec. 18.03.) In addition, after-acquired property may be subject
to purchase money mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage Trustee shall have a
lien upon the mortgaged property, prior to the Bonds, for the
payment of its reasonable compensation and expenses and for
indemnity against certain liabilities. (Mortgage, Sec. 19.09.)
Issuance of Additional Bonds. The maximum principal amount
of Bonds which may be issued under the Mortgage is not limited.
Bonds of any series may be issued from time to time on the basis
of: (1) 70% of qualified Property Additions after adjustments to
offset retirements; (2) retirement of Bonds or certain prior lien
bonds; and/or (3) deposits of cash. With certain exceptions in
the case of (2) above, the issuance of Bonds is subject to
Adjusted Net Earnings of the Company (before income taxes) being,
for 12 out of the preceding 15 months, equal to at least twice
the Annual Interest Requirements on all Bonds at the time
outstanding, including the additional issue and all other
indebtedness of prior rank. In general, interest on variable
interest bonds, if any, is calculated using the average rate in
effect during such 12 month period.
Property Additions generally include electric, gas, steam
and/or hot water utility property but not fuel, securities,
automobiles, other vehicles or aircraft, or property used
principally for the production or gathering of natural gas.
Unfunded net Property Additions, at cost, of approximately
$6,838,000,000 were available under the Mortgage as of April 30,
1997. Up to approximately $4,787,000,000 aggregate principal
5
amount of Bonds could be issued based on such Property Additions.
In addition, approximately $1,738,000,000 aggregate principal
amount of Bonds could be issued on the basis of Bonds that have
been retired, subject, where applicable, to the earnings test and
other requirements of the Mortgage.
The issuance of Bonds on the basis of Property Additions
subject to prior liens is restricted. (Mortgage, Secs. 1.04 to
1.07 and 3.01 to 7.01.)
Release and Substitution of Property. Property subject to
the Lien of the Mortgage may be released upon the basis of: (1)
the deposit of cash or, to a limited extent, purchase money
mortgages, (2) Property Additions, after making adjustments for
certain prior lien bonds outstanding against Property Additions,
and/or (3) waiver of the right to issue Bonds. Cash may be
withdrawn upon the bases stated in (2) and (3) above. When
property released is not funded property, Property Additions used
to effect the release may be available as credits under the
Mortgage. Similar provisions are in effect as to cash proceeds of
such property. The Mortgage contains special provisions with
respect to certain prior lien bonds deposited and disposition of
moneys received on deposited prior lien bonds. (Mortgage, Secs.
1.05, 7.02, 7.03, 9.05, 10.01 to 10.04 and 13.03 to 13.09.)
Dividend Restrictions. The Mortgage provides that the
Company may declare or pay dividends (other than dividends
payable solely in shares of its common stock) on any shares of
its common stock only out of the unreserved and unrestricted
retained earnings of the Company and will not make any such
declaration or payment when the Company is insolvent, or when the
payment thereof would render the Company insolvent. (Mortgage,
Sec. 9.07.) The amount restricted is subject to being increased
or decreased on the basis of various factors, and any restricted
retained earnings can be otherwise used by the Company. Reference
is made to the Incorporated Documents for information relating to
other restrictions.
Special Provisions for Retirement of Bonds. If mortgaged
property is condemned or sold (other than in a project to be
jointly owned by the Company and others) to any governmental
authority resulting in the receipt of $50,000,000 or more as
proceeds, the Company (subject to certain conditions) must apply
such proceeds, less certain deductions, to the retirement of
Bonds. (Mortgage, Sec. 9.14.)
Modifications. The rights of bondholders may be modified
with the consent of holders of 60% of the Bonds, or, if less than
all series of Bonds are adversely affected, the consent of the
holders of 60% of the Bonds adversely affected and (unless Bonds
issued prior to 1989 are retired or the holders thereof otherwise
consent) of the holders of a majority of all Bonds. In general,
no modification of the terms of payment of principal, premium, if
any, or interest and no modification affecting the Lien or
reducing the percentage required for modification is effective
against any bondholder without such holder's consent. (Mortgage,
Art. XXI.)
Defaults and Notice Thereof. Defaults are defined in the
Mortgage as: default in payment of principal; default for 60 days
in payment of interest or an installment of any fund required to
be applied to the purchase or redemption of any Bonds; default in
payment of principal or interest with respect to certain prior
lien bonds; certain events in bankruptcy, insolvency or
reorganization; and default in other covenants for 90 days after
notice. (Mortgage, Sec. 15.01.) The Mortgage Trustee may withhold
notice of default (except in the case of a default in the payment
of principal, interest or an installment of any fund required to
be applied to the purchase or redemption of any Bonds) if it
determines that it is in the best interest of the bondholders.
(Mortgage, Sec. 15.02.)
The Mortgage Trustee or the holders of 25 % of the Bonds may
declare the principal and interest due and payable on Default,
but a majority may annul such declaration if such Default has
been cured. (Mortgage, Sec. 15.03.) No holder of Bonds may
enforce the Lien of the Mortgage without giving the Mortgage
Trustee written notice of a Default and unless the holders of 25
% of the Bonds have requested the Mortgage Trustee to act and
have offered it reasonable opportunity to act and indemnity
satisfactory to it against the costs, expenses and liabilities to
be incurred thereby and the Mortgage Trustee shall have failed to
6
act. (Mortgage, Sec. 15.16.) The holders of a majority of the
Bonds may direct the time, method and place of conducting any
proceedings for any remedy available to the Mortgage Trustee or
exercising any trust or power conferred on the Mortgage Trustee.
(Mortgage, Sec. 15.07.) The Mortgage Trustee is not required to
risk its funds or incur personal liability if there is reasonable
ground for believing that repayment is not reasonably assured.
(Mortgage, Sec. 19.08.)
Evidence to be Furnished to the Mortgage Trustee.
Compliance with Mortgage provisions is evidenced by written
statements of Company officers or persons selected or paid by the
Company. In certain cases, opinions of counsel and certification
of an engineer, accountant, appraiser or other expert (who in
some cases must be independent) must be furnished. The Company
must give the Mortgage Trustee an annual statement as to whether
or not the Company has fulfilled its obligations under the
Mortgage throughout the preceding calendar year.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued in one or more series
under an Indenture or Indentures (each an Indenture) between the
Company and The Bank of New York or other financial institutions
to be named, as Trustee (each an Indenture Trustee), which is
filed as an exhibit to the Registration Statement of which this
Prospectus forms a part. The following description of the terms
of the Debt Securities does not purport to be complete and is
qualified in its entirety by reference to (i) the Indenture and
(ii) one or more officer's certificates establishing the Debt
Securities to which a form of Debt Security is attached.
Whenever particular provisions or defined terms in the Indenture
are referred to under this DESCRIPTION OF DEBT SECURITIES, such
provisions or defined terms are incorporated by reference herein.
General. The Indenture provides for the issuance of
debentures, notes or other unsecured evidence of indebtedness by
the Company (each a Debt Security) in an unlimited amount from
time to time. All Debt Securities will be unsecured obligations
of the Company. All Debt Securities issued under the Indenture
will rank equally and ratably with all other Debt Securities
issued under the Indenture. The Indenture does not limit other
unsecured debt. The Company's financial statements included in
the Incorporated Documents show the amount of such other debt and
of the Company's First Mortgage Bonds Outstanding at the date of
such statements. See the Prospectus Supplement applicable to
each series of Offered Debt Securities.
The applicable Prospectus Supplement or Prospectus
Supplements will describe the following terms of the Debt
Securities: (1) the title of the Debt Securities; (2) any limit
upon the aggregate principal amount of the Debt Securities; (3)
the date or dates on which the principal of the Debt Securities
is payable or the method of determination thereof; (4) the rate
or rates, if any, or the method by which such rate will be
determined, at which the Debt Securities will bear interest, if
any, the date or dates from which any such interest will accrue,
the Interest Payment Dates on which any such interest will be
payable and the Regular Record Date for any interest payable on
any Interest Payment Date and the Person or Persons to whom
interest on such Debt Securities will be payable on any Interest
Payment Date, if other than the Persons in whose names such Debt
Securities are registered at the close of business on the Regular
Record Date for such interest; (5) the place or places where,
subject to the terms of the Indenture as described below under
Payment and Paying Agents, the principal of and premium, if any,
and interest on the Debt Securities will be payable and where,
subject to the terms of the Indenture as described below under
Registration and Transfer, the Debt Securities may be presented
for registration of transfer or exchange and the place or places
where notices and demands to or upon the Company in respect of
the Debt Securities and the Indenture may be served; the Security
Registrar for such Debt Securities; and, if such is the case,
that the principal of such Debt Securities will be payable
without presentment or surrender thereof; (6) the period or
periods within, or date or dates on, which, the price or prices
at which and the terms and conditions upon which Debt Securities
may be redeemed, in whole or in part, at the option of the
Company; (7) the obligation or obligations, if any, of the
Company to redeem or purchase any of the Debt Securities pursuant
to any sinking fund or other mandatory redemption provisions or
at the option of the Holder thereof, and the period or periods
7
within which, or the date or dates on which, the price or prices
at which and the terms and conditions upon which the Debt
Securities will be redeemed or purchased, in whole or in part,
pursuant to such obligation, and applicable exceptions to the
requirements of a notice of redemption in the case of mandatory
redemption or redemption at the option of the Holder; (8) the
denominations in which any Debt Securities will be issuable, if
other than denominations of $1,000 and any integral multiple
thereof; (9) the currency or currencies, including composite
currencies in which the principal of or any premium or interest
on the Debt Securities will be payable (if other than in
Dollars); (10) if the principal of or any premium or interest on
the Debt Securities is to be payable, at the election of the
Company or the Holder thereof, in a coin or currency other than
that in which the Debt Securities are stated to be payable, the
period or periods within which and the terms and conditions upon
which, such election is to be made; (11) if the principal of or
premium or interest on the Debt Securities is to be payable, or
is to be payable at the election of the Company or a Holder
thereof, in securities or other property, the type and amount of
such securities or other property, or the method or other means
by which such amount will be determined, and the period or
periods within which, and the terms and conditions upon which,
any such election may be made; (12) if the amount payable in
respect of principal of or any premium or interest on the Debt
Securities may be determined with reference to an index or other
fact or event ascertainable outside of the Indenture, the manner
in which such amounts will be determined; (13) if other than the
principal amount thereof, the portion of the principal amount of
the Debt Securities which will be payable upon declaration of
acceleration of the Maturity thereof; (14) any Events of Default,
in addition to those specified in the Indenture, with respect to
the Debt Securities and any covenants of the Company for the
benefit of the Holders of the Debt Securities, in addition to
those specified in the Indenture; (15) the terms, if any,
pursuant to which the Debt Securities may be converted into or
exchanged for shares of capital stock or other securities of the
Company or any other Person; (16) the obligations or instruments,
if any, which will be considered to be Eligible Obligations in
respect of such Debt Securities denominated in a currency other
than Dollars or in a composite currency, and any additional or
alternative provisions for the reinstatement of the Company's
indebtedness in respect of such Debt Securities after the
satisfaction and discharge thereof; (17) if the Debt Securities
are to be issued in global form, (i) any limitations on the
rights of the Holder or Holders of such Debt Securities to
transfer or exchange the same or to obtain the registration of
transfer thereof, (ii) any limitations on the rights of the
Holder or Holders thereof to obtain certificates therefor in
definitive form in lieu of temporary form and (iii) any and all
other matters incidental to such Debt Securities; (18) if the
Debt Securities are to be issuable as bearer securities any and
all matters incidental thereto; (19) to the extent not addressed
in item (17) above, any limitations on the rights of the Holders
of the Debt Securities to transfer or exchange the Debt
Securities or to obtain the registration of transfer thereof, and
if a service charge will be made for the registration of transfer
or exchange of the Debt Securities, the amount or terms thereof;
(20) any exceptions to the provisions governing payments due on
legal holidays or any variations in the definition of Business
Day with respect to such Debt Securities; and (21) any other
terms of the Debt Securities, not inconsistent with the
provisions of the Indenture. (Indenture, Section 301).
Debt Securities may be sold at a discount below their
principal amount. Certain special United States federal income
tax considerations, if any, applicable to Debt Securities sold at
an original issue discount may be described in the applicable
Prospectus Supplement. In addition, certain special United States
Federal income tax or other considerations, if any, applicable to
any Debt Securities which are denominated in a currency or
currency unit other than Dollars may be described in the
applicable Prospectus Supplement.
Except as may otherwise be described in the applicable
Prospectus Supplement, the covenants contained in the Indenture
would not afford Holders of Debt Securities protection in the
event of a highly-leveraged transaction involving the Company.
Payment and Paying Agents. Except as may be provided in the
applicable Prospectus Supplement, interest, if any, on each Debt
Security payable on each Interest Payment Date will be paid to
the Person in whose name such Debt Security is registered as of
the close of business on the Regular Record Date relating to such
Interest Payment Date; provided, however, that interest payable
at maturity (whether at stated maturity, upon redemption or
8
otherwise, hereinafter a Maturity) will be paid to the Person to
whom principal is paid. However, if there has been a default in
the payment of interest on any Debt Security, such defaulted
interest may be payable to the Holder of such Debt Security as of
the close of business on a date selected by the Indenture Trustee
which is not more than 15 days and not less than 10 days prior to
the date proposed by the Company for payment on such defaulted
interest or in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Debt
Security may be listed, if the Indenture Trustee deems such
manner of payment practicable (Indenture, Section 307).
Unless otherwise specified in the applicable Prospectus
Supplement, the principal of and premium, if any, and interest
on, the Debt Securities at Maturity will be payable upon
presentation of the Debt Securities at the corporate trust office
of The Bank of New York, in The City of New York, as Paying Agent
for the Company. The Company may change the Place of Payment on
the Debt Securities, may appoint one or more additional Paying
Agents (including the Company) and may remove any Paying Agent,
all at its discretion (Indenture, Section 602).
Registration and Transfer. Unless otherwise specified in
the applicable Prospectus Supplement, the transfer of Debt
Securities may be registered, and Debt Securities may be
exchanged for other Debt Securities of the same series or
tranche, of authorized denominations and of like tenor and
aggregate principal amount, at the corporate trust office of The
Bank of New York in The City of New York, as Security Registrar
for the Debt Securities. The Company may change the place for
registration of transfer and exchange of the Debt Securities and
may designate one or more additional places for such registration
and exchange, all at its discretion. Except as otherwise provided
in the applicable Prospectus Supplement, no service charge will
be made for any transfer or exchange of the Debt Securities, but
the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of the
Debt Securities. The Company will not be required to execute or
to provide for the registration of transfer of, or the exchange
of, (a) any Debt Security during a period of 15 days prior to
giving any notice of redemption or (b) any Debt Security selected
for redemption in whole or in part, except the unredeemed portion
of any Debt Security being redeemed in part (Indenture, Section
305).
Defeasance. The principal amount of any series of Debt
Securities issued under the Indenture will be deemed to have been
paid for purposes of the Indenture and the entire indebtedness of
the Company in respect thereof will be deemed to have been
satisfied and discharged if there shall have been irrevocably
deposited with the Indenture Trustee or any paying agent, in
trust: (a) money in an amount which will be sufficient, or (b)
in the case of a deposit made prior to the maturity of the Debt
Securities, Eligible Obligations (as defined below), the
principal of and the interest on which when due, without any
regard to reinvestment thereof, will provide moneys which,
together with the money, if any, deposited with or held by the
Indenture Trustee, will be sufficient, or (c) a combination of
(a) and (b) which will be sufficient, to pay when due the
principal of and premium, if any, and interest, if any, due and
to become due on the Debt Securities of such series that are
Outstanding. For this purpose, Eligible Obligations include
direct obligations of, or obligations unconditionally guaranteed
by, the United States of America entitled to the benefit of the
full faith and credit thereof and certificates, depositary
receipts or other instruments which evidence a direct ownership
interest in such obligations or in any specific interest or
principal payments due in respect thereof and which do not
contain provisions permitting the redemption or other prepayment
thereof at the option of the issuer thereof.
Consolidation, Merger, and Sale of Assets. Under the terms
of the Indenture, the Company may not consolidate with or merge
into any other entity or convey, transfer or lease its properties
and assets substantially as an entirety to any entity, unless
(i) the corporation formed by such consolidation or into which
the Company is merged or the entity which acquires by conveyance
or transfer, or which leases, the property and assets of the
Company substantially as an entirety shall be a entity organized
and validly existing under the laws of any domestic jurisdiction
and such entity expressly assumes the Company's obligations on
all Debt Securities and under the Indenture, (ii) immediately
after giving effect to the transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be
9
continuing, and (iii) the Company shall have delivered to the
Indenture Trustee an Officer's Certificate and an Opinion of
Counsel as provided in the Indenture (Indenture, Section 1101).
The terms of the Indenture do not restrict the Company in a
merger in which the Company is the surviving entity.
Events of Default. Each of the following will constitute an
Event of Default under the Indenture with respect to the Debt
Securities of any series: (a) failure to pay any interest on the
Debt Securities of such series within 30 days after the same
becomes due and payable; (b) failure to pay principal or premium,
if any, on the Debt Securities of such series when due and
payable; (c) failure to perform, or breach of, any other covenant
or warranty of the Company in the Indenture (other than a
covenant or warranty of the Company in the Indenture solely for
the benefit of one or more series of Debt Securities other than
such series) for 90 days after written notice to the Company by
the Indenture Trustee, or to the Company and the Indenture
Trustee by the Holders of at least 33% in principal amount of the
Debt Securities of such series Outstanding under the Indenture as
provided in the Indenture; (d) the entry by a court having
jurisdiction in the premises of (1) a decree or order for relief
in respect of the Company in an involuntary case or proceeding
under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law or (2) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition by one or more Persons other than the
Company seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable
Federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar
official for the Company or for any substantial part of its
property, or ordering the winding up or liquidation of its
affairs, and any such decree or order for relief or any such
other decree or order shall have remained unstayed and in effect
for a period of 90 consecutive days; and (e) the commencement by
the Company of a voluntary case or proceeding under any
applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in
respect of the Company in a case or other similar proceeding or
to the commencement of any bankruptcy or insolvency case or
proceeding against it under any applicable Federal or state law
or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or state
law, or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official
of the Company of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts
generally as they become due, or the authorization of such action
by the Board of Directors (Indenture, Section 801).
An Event of Default with respect to the Debt Securities of a
particular series may not necessarily constitute an Event of
Default with respect to Debt Securities of any other series
issued under the Indenture.
Remedies. If an Event of Default due to the default in
payment of principal of or interest on any series of Debt
Securities or due to the default in the performance or breach of
any other covenant or warranty of the Company applicable to the
Debt Securities of such series but not applicable to all series
occurs and is continuing, then either the Indenture Trustee or
the Holders of 33% in principal amount of the outstanding Debt
Securities of such series may declare the principal of all of the
Debt Securities of such series and interest accrued thereon to be
due and payable immediately. If an Event of Default due to the
default in the performance of any other covenants or agreements
in the Indenture applicable to all Outstanding Debt Securities or
due to certain events of bankruptcy, insolvency or reorganization
of the Company has occurred and is continuing, either the
Indenture Trustee or the Holders of not less than 33% in
principal amount of all Outstanding Debt Securities, considered
as one class, and not the Holders of the Debt Securities of any
one of such series may make such declaration of acceleration.
There is no automatic acceleration, even in the event of
bankruptcy, insolvency or reorganization of the Company.
At any time after the declaration of acceleration with
respect to the Debt Securities of any series has been made and
before a judgment or decree for payment of the money due has been
obtained, the Event or Events of Default giving rise to such
declaration of acceleration will, without further act, be deemed
10
to have been waived, and such declaration and its consequences
will, without further act, be deemed to have been rescinded and
annulled, if
(a) the Company has paid or deposited with the Indenture
Trustee a sum sufficient to pay
(1) all overdue interest on all Debt Securities of
such series;
(2) the principal of and premium, if any, on any Debt
Securities of such series which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate
or rates prescribed therefor in such Debt Securities;
(3) interest upon overdue interest at the rate or
rates prescribed therefor in such Debt Securities, to the extent
that payment of such interest is lawful; and
(4) all amounts due to the Indenture Trustee under the
Indenture; and
(b) any other Event or Events of Default with respect to
Debt Securities of such series, other than the nonpayment of the
principal of the Debt Securities of such series which has become
due solely by such declaration of acceleration, have been cured
or waived as provided in the Indenture (Indenture, Section 802).
Subject to the provisions of the Indenture relating to the
duties of the Indenture Trustee in case an Event of Default shall
occur and be continuing, the Indenture Trustee will be under no
obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Indenture Trustee
reasonable indemnity (Indenture, Section 903). If an Event of
Default has occurred and is continuing in respect of a series of
Debt Securities, subject to such provisions for the
indemnification of the Indenture Trustee, the Holders of a
majority in principal amount of the Outstanding Debt Securities
of such series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred
on the Indenture Trustee, with respect to the Debt Securities of
such series; provided, however, that if an Event of Default
occurs and is continuing with respect to more than one series of
Debt Securities, the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of all such series,
considered as one class, will have the right to make such
direction, and not the Holders of the Debt Securities of any one
of such series; and provided, further, that such direction will
not be in conflict with any rule of law or with the Indenture
(Indenture, Section 812).
No Holder of Debt Securities of any series will have any
right to institute any proceeding with respect to the Indenture,
or for the appointment of a receiver or a trustee, or for any
other remedy thereunder, unless (i) such Holder has previously
given to the Indenture Trustee written notice of a continuing
Event of Default with respect to the Debt Securities of such
series, (ii) the Holders of not less than a majority in aggregate
principal amount of the Outstanding Debt Securities of all series
in respect of which an Event of Default shall have occurred and
be continuing, considered as one class, have made written request
to the Indenture Trustee, and such Holder or Holders have offered
reasonable indemnity to the Indenture Trustee to institute such
proceeding in respect of such Event of Default in its own name as
trustee and (iii) the Indenture Trustee has failed to institute
any proceeding, and has not received from the Holders of a
majority in aggregate principal amount of the Outstanding Debt
Securities of such series a direction inconsistent with such
request, within 60 days after such notice, request and offer
(Indenture, Section 807). However, such limitations do not apply
to a suit instituted by a Holder of a Debt Security for the
enforcement of payment of the principal of or any premium or
interest on such Debt Security on or after the applicable due
date specified in such Debt Security (Indenture, Section 808).
The Company will be required to furnish to the Indenture
Trustee annually a statement by an appropriate officer as to such
officer's knowledge of the Company's compliance with all
11
conditions and covenants under the Indenture, such compliance to
be determined without regard to any period of grace or
requirement of notice under the Indenture (Indenture, Section
606).
Modification and Waiver. Without the consent of any Holder
of Debt Securities, the Company and the Indenture Trustee may
enter into one or more supplemental indentures for any of the
following purposes: (a) to evidence the assumption by any
permitted successor to the Company of the covenants of the
Company in the Indenture and in the Debt Securities; or (b) to
add one or more covenants of the Company or other provisions for
the benefit of all Holders or for the benefit of the Holders of,
or to remain in effect only so long as there shall be
Outstanding, Debt Securities of one or more specified series, or
one or more specified Tranches thereof, or to surrender any right
or power conferred upon the Company by the Indenture; or (c) to
add any additional Events of Default with respect to Outstanding
Debt Securities; or (d) to change or eliminate any provision of
the Indenture or to add any new provision to the Indenture,
provided that if such change, elimination or addition will
adversely affect the interests of the Holders of Debt Securities
of any series or Tranche in any material respect, such change,
elimination or addition will become effective with respect to
such series or Tranche only (1) when the consent of the Holders
of Debt Securities of such series or Tranche has been obtained in
accordance with the Indenture, or (2) when no Debt Securities of
such series or Tranche remain Outstanding under the Indenture; or
(e) to provide collateral security for all but not part of the
Debt Securities; or (f) to establish the form or terms of Debt
Securities of any other series or Tranche as permitted by the
Indenture; or (g) to provide for the authentication and delivery
of bearer securities and coupons appertaining thereto
representing interest, if any, thereon and for the procedures for
the registration, exchange and replacement thereof and for the
giving of notice to, and the solicitation of the vote or consent
of, the Holders thereof, and for any and all other matters
incidental thereto; or (h) to evidence and provide for the
acceptance of appointment of a successor Indenture Trustee with
respect to the Debt Securities of one or more series and to add
to or change any of the provisions of the Indenture as shall be
necessary to provide for or to facilitate the administration of
the trusts under the Indenture by more than one trustee; or (i)
to provide for the procedures required to permit the utilization
of a noncertificated system of registration for the Debt
Securities of all or any series or Tranche; or (j) to change any
place where (1) the principal of and premium, if any, and
interest, if any, on all or any series or Tranche of Debt
Securities shall be payable, (2) all or any series or Tranche of
Debt Securities may be surrendered for registration of transfer
or exchange and (3) notices and demands to or upon the Company in
respect of Debt Securities and the Indenture may be served; or
(k) to cure any ambiguity or inconsistency or to add or change
any other provisions with respect to matters and questions
arising under the Indenture, provided such changes or additions
shall not adversely affect the interests of the Holders of Debt
Securities of any series or Tranche in any material respect
(Indenture, Section 1201).
The Holders of a majority in aggregate principal amount of
the Debt Securities of all series then Outstanding may waive
compliance by the Company with certain restrictive provisions of
the Indenture (Indenture, Section 607). The Holders of not less
than a majority in principal amount of the Outstanding Debt
Securities of any series may waive any past default under the
Indenture with respect to such series, except a default in the
payment of principal, premium, or interest and certain covenants
and provisions of the Indenture that cannot be modified or be
amended without the consent of the Holder of each Outstanding
Debt Security of such series affected (Indenture, Section 813).
Without limiting the generality of the foregoing, if the
Trust Indenture Act is amended after the date of the Indenture in
such a way as to require changes to the Indenture or the
incorporation therein of additional provisions or so as to permit
changes to, or the elimination of, provisions which, at the date
of the Indenture or at any time thereafter, were required by the
Trust Indenture Act to be contained in the Indenture, the
Indenture will be deemed to have been amended so as to conform to
such amendment of the Trust Indenture Act or to effect such
changes, additions or elimination, and the Company and the
Indenture Trustee may, without the consent of any Holders, enter
into one or more supplemental indentures to evidence or effect
such amendment (Indenture, Section 1201).
12
Except as provided above, the consent of the Holders of a
majority in aggregate principal amount of the Debt Securities of
all series then Outstanding, considered as one class, is required
for the purpose of adding any provisions to, or changing in any
manner, or eliminating any of the provisions of, the Indenture or
modifying in any manner the rights of the Holders of such Debt
Securities under the Indenture pursuant to one or more
supplemental indentures; provided, however, that if less than all
of the series of Debt Securities Outstanding are directly
affected by a proposed supplemental indenture, then the consent
only of the Holders of a majority in aggregate principal amount
of Outstanding Debt Securities of all series so directly
affected, considered as one class, shall be required; and
provided, further, that if the Debt Securities of any series
shall have been issued in more than one Tranche and if the
proposed supplemental indenture shall directly affect the rights
of the Holders of Debt Securities of one or more, but less than
all, of such Tranches, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Debt
Securities of all Tranches so directly affected, considered as
one class, will be required; and provided further, that no such
amendment or modification may (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest
on, any Debt Security, or reduce the principal amount thereof or
the rate of interest thereon (or the amount of any installment of
interest thereon) or change the method of calculating such rate
or reduce any premium payable upon the redemption thereof, or
change the coin or currency (or other property) in which any Debt
Security or any premium or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity of any Debt Security
(or, in the case of redemption, on or after the redemption date)
without, in any such case, the consent of the Holder of such Debt
Security, (b) reduce the percentage in principal amount of the
Outstanding Debt Security of any series, or any Tranche thereof,
the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with any provision of the
Indenture or any default thereunder and its consequences, or
reduce the requirements for quorum or voting, without, in any
such case, the consent of the Holder of each outstanding Debt
Security of such series or Tranche, or (c) modify certain of the
provisions of the Indenture relating to supplemental indentures,
waivers of certain covenants and waivers of past defaults with
respect to the Debt Security of any series or Tranche, without
the consent of the Holder of each Outstanding Debt Security
affected thereby. A supplemental indenture which changes or
eliminates any covenant or other provision of the Indenture which
has expressly been included solely for the benefit of one or more
particular series of Debt Securities or one or more Tranches
thereof, or modifies the rights of the Holders of Debt Securities
of such series with respect to such covenant or other provision,
will be deemed not to affect the rights under the Indenture of
the Holders of the Debt Securities of any other series or Tranche
(Indenture, Section 1202).
The Indenture provides that in determining whether the
Holders of the requisite principal amount of the Outstanding Debt
Securities have given any request, demand, authorization,
direction, notice, consent or waiver under the Indenture, or
whether a quorum is present at the meeting of the Holders of Debt
Securities, Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any affiliate of the Company
or of such other obligor (unless the Company, such affiliate or
such obligor owns all Debt Securities Outstanding under the
Indenture, determined without regard to this provision) shall be
disregarded and deemed not to be Outstanding.
If the Company shall solicit from Holders any request,
demand, authorization, direction, notice, consent, election,
waiver or other Act, the Company may, at its option, fix in
advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice,
consent, waiver or other such act, but the Company shall have no
obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of the
Outstanding Debt Securities have authorized or agreed or
consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the
Outstanding Debt Securities shall be computed as of the record
date. Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of a Holder shall bind
every future Holder of the same Debt Security and the Holder of
every Debt Security issued upon the registration of transfer
13
thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Indenture
Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Debt Security
(Indenture, Section 104).
Resignation of Indenture Trustee. The Indenture Trustee may
resign at any time by giving written notice thereof to the
Company or may be removed at any time by Act of the Holders of a
majority in principal amount of all series of Debt Securities
then Outstanding delivered to the Indenture Trustee and the
Company. No resignation or removal of the Indenture Trustee and
no appointment of a successor trustee will become effective until
the acceptance of appointment by a successor trustee in
accordance with the requirements of the Indenture. So long as no
Event of Default or event which, after notice or lapse of time,
or both, would become an Event of Default has occurred and is
continuing and except with respect to an Indenture Trustee
appointed by Act of the Holders, if the Company has delivered to
the Indenture Trustee a resolution of its Board of Directors
appointing a successor trustee and such successor has accepted
such appointment in accordance with the terms of the Indenture,
the Indenture Trustee will be deemed to have resigned and the
successor will be deemed to have been appointed as trustee in
accordance with the Indenture (Indenture, Section 910).
Notices. Notices to Holders of Debt Securities will be
given by mail to the addresses of such Holders as they may appear
in the security register therefor.
Title. The Company, the Indenture Trustee, and any agent of
the Company or the Indenture Trustee, may treat the Person in
whose name Debt Securities are registered as the absolute owner
thereof (whether or not such Debt Securities may be overdue) for
the purpose of making payments and for all other purposes
irrespective of notice to the contrary.
Governing Law. The Indenture and the Debt Securities will
be governed by, and construed in accordance with, the laws of the
State of New York.
Regarding the Indenture Trustee. The Indenture Trustee
under the Indenture is The Bank of New York. In addition to
acting as Indenture Trustee, The Bank of New York acts as trustee
under the Company's Mortgage and Deed of Trust with respect to
substantially all of the properties of the Company, which secures
the Company's First Mortgage Bonds. The Company also maintains
various banking and trust relationships with The Bank of New
York.
EXPERTS AND LEGALITY
The consolidated financial statements included in the latest
Annual Report of the Company on Form 10-K, incorporated herein by
reference, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report included in said
latest Annual Report of the Company on Form 10-K, and have been
incorporated by reference herein in reliance upon such report
given upon authority of that firm as experts in accounting and
auditing.
With respect to any unaudited condensed consolidated interim
financial information included in the Company's Quarterly Reports
on Form 10-Q which are or will be incorporated herein by
reference, Deloitte & Touche LLP has applied limited procedures
in accordance with professional standards for reviews of such
information. As stated in any of their reports included in the
Company's Quarterly Reports on Form 10-Q, which are or will be
incorporated herein by reference, Deloitte & Touche LLP did not
audit and did not express an opinion on such interim financial
information. Deloitte & Touche LLP is not subject to the
liability provisions of Section 11 of the 1933 Act for any of
their reports on such unaudited condensed consolidated interim
financial information because such reports were not "reports" or
a "part" of the Registration Statement filed under the 1933 Act
14
with respect to the Securities prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the 1933
Act.
The statements made in the Company's 1996 Form 10-K under
Part I, Item 1--Business-Regulation and Rates and Environmental
Matters, incorporated herein by reference, have been reviewed by
Worsham, Forsythe & Wooldridge, L.L.P., Dallas, Texas, General
Counsel for the Company. All of such statements are set forth or
incorporated by reference herein in reliance upon the opinion of
that firm given upon their authority as experts. At May 31, 1997,
members of the firm of Worsham, Forsythe & Wooldridge, L.L.P.
owned approximately 46,200 shares of the common stock of Texas
Utilities.
The legality of the Offered Securities will be passed upon
for the Company by Worsham, Forsythe & Wooldridge, L.L.P. and by
Reid & Priest LLP, New York, New York, of counsel to the Company,
and for any underwriters or agents by Winthrop, Stimson, Putnam &
Roberts, New York, New York. However, all matters pertaining to
incorporation, franchises, licenses and permits, the Lien of the
Mortgage on property located in Texas and all other matters of
Texas law will be passed upon only by Worsham, Forsythe &
Wooldridge, L.L.P.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways:
(i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through
agents. The Prospectus Supplement with respect to the Offered
Securities sets forth the terms of the offering of the Offered
Securities, including the name or names of any underwriters,
dealers or agents, the purchase price of such Offered Securities
and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time
to time.
If underwriters are used in the sale, the Offered Securities
will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale.
The underwriter or underwriters with respect to a particular
underwritten offering of Offered Securities are named in the
Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or
underwriters are set forth on the cover page of such Prospectus
Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the
Offered Securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all
such Offered Securities if any are purchased.
Offered Securities may be sold directly by the Company or
through agents designated by the Company from time to time. The
Prospectus Supplement sets forth the name of any agent involved
in the offer or sale of the Offered Securities in respect of
which the Prospectus Supplement is delivered as well as any
commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its
appointment.
If so indicated in the Prospectus Supplement, the Company
will authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase Offered Securities
from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such
contracts.
15
Subject to certain conditions, the Company may agree to
indemnify the several underwriters or agents and their
controlling persons against certain liabilities, including
liabilities under the 1933 Act arising out of or based upon,
among other things, any untrue statement or alleged untrue
statement of a material fact contained in the registration
statement, this Prospectus, a Prospectus Supplement or the
Incorporated Documents or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. See the
applicable Prospectus Supplement.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT
IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OTHER PERSON, UNDERWRITER, DEALER OR AGENT.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF.
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
16