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: March 26, 1996
ENSERCH Corporation
(Exact name of registrant as specified in its charter)
Texas 1-3183 75-0399066
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
ENSERCH Center, 300 South St. Paul Street, Dallas, TX 75201-5598
(Address of principal executive offices) (Zip Code)
(214) 651-8700
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 26, 1996, the Board of Directors of
ENSERCH Corporation (the "Company") approved the
extension of the benefits afforded by the Company's
existing rights plan by adopting a new shareholder rights
plan. The new plan, like the existing plan, is intended
to promote continuity and stability, deter coercive or
partial offers which will not provide fair value to all
shareholders and enhance the Board's ability to represent
all shareholders and thereby maximize shareholder values.
Pursuant to the new Rights Agreement between the
Company and Harris Trust Company of New York, as Rights
Agent (the "1996 Rights Agreement"), one Right will be
issued for each outstanding share of common stock, par
value $4.45 per share, of the Company on the expiration
of the existing rights (May 5, 1996). Each of the new
Rights will entitle the registered holder to purchase
from the Company one two-hundredth of a share of $200
Participating Voting Preference Stock, Series C, without
par value, at a price of $60 per one two-hundredth of a
share. The Rights generally will not become exercisable
unless and until, among other things, any person acquires
15% or more of the outstanding stock, rather than 20% or
more or, in certain circumstances, 30% or more, under the
existing plan. The new Rights are redeemable under
certain circumstances at $.01 per Right and will expire,
unless earlier redeemed or extended, on May 5, 2006. A
summary of the 1996 Rights Agreement is attached as
Exhibit B thereto.
The description and terms of the new Rights are
set forth in the 1996 Rights Agreement, a copy of which
is filed herewith and is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
-------------- --------
4 Rights Agreement, dated as of
May 5, 1996, between ENSERCH
Corporation and Harris Trust
Company of New York, which
includes as Exhibit A thereto,
the Form of Rights Certificate.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ENSERCH Corporation
(Registrant)
BY: /s/J.W. Pinkerton
___________________________
Name: J.W. Pinkerton
Title: Vice President and
Controller
Dated: March 29, 1996
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
-------------- -------- -----
4 Rights Agreement, dated as of
March 26, 1996, between ENSERCH
Corporation and Harris Trust
Company of New York, which
includes as Exhibit A thereto,
the Form of Rights Certificate.