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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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MCN FINANCING II
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 38-6668275
(STATE OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NUMBER)
C/O MCN ENERGY GROUP INC.
500 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(c), PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES ACT REGISTRATION FILE NUMBER TO WHICH THIS FORM RELATES: 333-47139
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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__% TRUST PREFERRED SECURITIES (TRUPS(R)) NEW YORK STOCK EXCHANGE
(AND THE GUARANTEE WITH RESPECT THERETO)
(TITLE OF CLASS)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the __%
Trust Preferred Securities, (TRUPS(R)) (the "Preferred Securities") of MCN
Financing II, a statutory business trust created under the laws of the State of
Delaware (the "Trust"). The Preferred Securities represent preferred undivided
beneficial interests in the assets of the Trust, and are guaranteed by MCN
Energy Group Inc. ("MCN"), a Michigan corporation and the sponsor of the Trust,
to the extent set forth in the Registration Statement on Form S-3 of the Trust
and MCN, among other registrants (Registration No. 333-47139) (the "Registration
Statement"), filed with the Securities and Exchange Commission on March 2, 1998,
and the forms of prospectus and the prospectus supplement for the Preferred
Securities included therein, which descriptions are incorporated herein by
reference. Definitive copies of the prospectus and the prospectus supplement
describing the Preferred Securities will be filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, and shall be deemed to be incorporated
by reference into this Registration Statement on Form 8-A. "TRUPS(R)" is a
registered service mark of Salomon Brothers Inc.
ITEM 2. EXHIBITS.
Number Description
2.1 Certificate of Trust, dated March 6, 1996, of the Trust
(incorporated herein by reference to Exhibit 4-12 to the
Registration Statement on Form S-3 (Reg. No. 333-01521)).
2.2 Form of Amended and Restated Declaration of Trust of the Trust
(incorporated herein by reference to Exhibit 4-16 to the
Registration Statement on Form S-3 (Reg. No. 333-01521)).
2.3 Form of Preferred Security (included in Exhibit 4-16 to the
Registration Statement on Form S-3 (Reg. No. 333-01521)).
2.4 Form of Guarantee Agreement with respect to the Preferred
Securities of the Trust (incorporated herein by reference to
Exhibit 4-8(b) to the Registration Statement on Form S-3
(Reg. No. 333-01521)).
2.5 Subordinated Debt Securities Indenture between MCN and NBD
Bank, N.A., as Trustee (incorporated herein by reference to
Exhibit 4-5 to the Registration Statement on Form S-3 (Reg.
No. 33-55665)).
2.6 Form of Supplemental Indenture to Subordinated Debt Securities
Indenture to be used in connection with the issuance of
Junior Subordinated Debentures (incorporated herein by
reference to Exhibit 4-24 of the Registration Statement on
Form S-3 (Reg. No. 333-21175)).
2.7 Form of Junior Subordinated Debenture (included in Exhibit
4-24 to the Registration Statement on Form S-3 (Reg. No.
333-21175)).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
and Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
MCN ENERGY GROUP INC.
By: /s/ SEBASTIAN COPPOLA
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Name: Sebastian Coppola
Title: Senior Vice President-Finance, Treasurer
and Investor Relations Officer
MCN FINANCING II
By: /s/ SEBASTIAN COPPOLA
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Sebastian Coppola, as Trustee
By: /s/ DANIEL L. SCHIFFER
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Daniel L. Schiffer, as Trustee
Date: September 16, 1998
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