==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as
/X/ Definitive proxy statement permitted by Rule
14a-6(e) (2) )
/ / Definitive additional materials
/ / Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
MICHIGAN CONSOLIDATED GAS COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement; if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies: ___________________________________________________
(2) Aggregate number of securities to which transactions
applies: ___________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the fililng fee is
calculated and state how it was determined):
____________________________________________________________
(4) Proposed maximum aggregate value of transaction: ___________
(5) Total fee paid: ____________________________________________
/ / Fee paid previously with preliminary materials._________________
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of its
filing.
(1) Amount previously paid: _____________________________________
(2) Form, schedule or registration statement no.: _______________
(3) Filing party: _______________________________________________
(4) Date filed: _________________________________________________
==========================================================================
<PAGE>
ALFRED R. GLANCY III
Chairman
[MICHCON LETTERHEAD]
March 2, 1995
Dear Shareholders:
As permitted by MichCon's Articles of Incorporation, the Board of
Directors has directed that the written consent of shareholders be
solicited, in lieu of holding an annual meeting, for the election of
directors this year.
At present, MCN Corporation ("MCN"), which owns all the
outstanding common stock of MichCon, holds 99% of the securities
entitled to vote. MCN has advised MichCon that it intends to sign a
written consent on April 27, 1995, electing the nominees named in the
accompanying Proxy Statement, as directors of MichCon.
To allow holders of our Redeemable Cumulative Preferred Stock,
$2.05 Series, the opportunity to give or withhold their consent to the
election of such nominees as directors, MichCon is, in accordance with
current requirements of the New York Stock Exchange, soliciting
proxies authorizing the execution of the aforesaid consent with
respect to their shares. However, since MCN owns shares giving it the
right to cast more than a majority of the votes entitled to be cast,
election of the nominees named in the accompanying Proxy Statement is
certain, and such actions occur, upon the execution by MCN of a
consent to the election of such nominees, without regard to the
consent or withholding of consent of shareholders other than MCN.
Shareholders of record at the close of business on February 27,
1995 are entitled to express their consent by written action without a
meeting.
Although your consent is being solicited and no Annual Meeting of
MichCon will be held, you are invited to attend the 1995 Annual
Meeting of Shareholders of MCN (MichCon's parent company). The MCN
Annual Meeting will be held at MCN's headquarters in the Guardian
Building, 32nd Floor Auditorium, 500 Griswold, Detroit, Michigan on
Thursday, April 27, 1995 at 1:00 p.m. Eastern Daylight Saving Time.
Along with the other members of the Board of Directors, I look forward
to the opportunity of greeting personally those shareholders of
MichCon who are able to attend.
If you wish to grant the proxies authority to execute, with
respect to your shares, your consent, please complete the enclosed
form of proxy, sign it, and return it promptly in the postage-paid
envelope provided.
If you expect to attend MCN's Annual Meeting, please vote and also
check off the appropriate box on the proxy card indicating a request
for an Attendance Card. An Attendance Card will be mailed to you prior
to the meeting. Presentation of this card upon arrival will expedite
registration.
Sincerely,
/s/ A. R. GLANCY III
<PAGE>
MICHIGAN CONSOLIDATED GAS COMPANY
PROXY STATEMENT
CONSENT OF SHAREHOLDERS IN LIEU OF MEETING
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board") of
Michigan Consolidated Gas Company ("MichCon"), 500 Griswold Street,
Detroit, Michigan 48226, with respect to the execution of the written
consents of shareholders of MichCon's Common Stock and Redeemable
Cumulative Preferred Stock, $2.05 Series, on April 27, 1995, in connection
with the election of directors of MichCon.
As of February 27, 1995, the record date for determination of
shareholders entitled to consent to the action proposed by this Proxy
Statement, there were 10,300,000 shares of MichCon's Common Stock issued
and outstanding, all of which were owned by MCN Corporation ("MCN"), and
104,732 shares of its Redeemable Cumulative Preferred Stock, $2.05 Series
issued and outstanding. Each such outstanding share of common stock and
preferred stock is entitled to one vote.
If the enclosed form of proxy card is executed and returned, it may
nevertheless be revoked by written notice to the Secretary of MichCon at
any time before it has been exercised.
ELECTION OF DIRECTORS
Unless otherwise instructed on the proxy card, the proxy holders
intend to execute a consent, effective April 27, 1995, in favor of the
election of Alfred R. Glancy III, Stephen E. Ewing, William K. McCrackin,
Carl J. Croskey, Daniel L. Schiffer and John E. vonRosen to one year terms
as directors. Carol A. McCallion resigned from the Board, effective August
1, 1994. MichCon's Board believes that, if elected, each nominee would be
able and willing to serve. However, if any nominee should be unable or
unwilling to serve as a director, the Board may select a substitute
nominee and in that event a written consent with respect to shares
represented by the accompanying form of proxy will be executed for the
person so selected.
SINCE MCN OWNS ALL OF THE OUTSTANDING COMMON STOCK OF MICHCON,
ENTITLING IT TO CAST MORE THAN A MAJORITY OF THE VOTES THAT WOULD BE
ENTITLED TO BE CAST FOR THE PURPOSE OF ELECTING DIRECTORS, ELECTION OF THE
NOMINEES NAMED ABOVE AS DIRECTORS IS ASSURED WITHOUT REGARD TO THE CONSENT
OR WITHHOLDING OF CONSENT OF SHAREHOLDERS OTHER THAN MCN.
The voting securities of MichCon consist of all of its Common Stock
and all of its Redeemable Cumulative Preferred Stock, $2.05 Series. MCN
owns all of the issued and outstanding shares of Common Stock of MichCon,
which constitutes 99% of the voting securities of MichCon. No current
director or officer of MichCon owned any of MichCon's voting securities as
of February 27, 1995. All MCN share ownership information is stated as of
February 27, 1995.
Information concerning the MichCon Board, including security
ownership, principal occupation and business experience during the past
five years, is set forth on the following page.
<PAGE>
ALFRED R. GLANCY III
Age: 57, Director since 1981
Chairman and Chief Executive Officer of MCN since August 1988 and
President since September 1992. Mr. Glancy has been Chairman of MichCon
since 1984 and served as its Chief Executive Officer from 1984 until
September 1992. He has been a Director of MCN since August 1988. He is
also a Director of MLX Corp., NBD Bancorp, Inc. and NBD Bank.
STEPHEN E. EWING
Age: 51, Director since 1984
President of MichCon since 1985, Chief Executive Officer since September
1992 and Chief Operating Officer from 1985 to September 1992. He
previously served as President and Chief Operating Officer of MCN from
August 1988 to September 1992. He has been a Director of MCN since August
1988.
WILLIAM K. MCCRACKIN
Age: 61, Director since 1984
Vice Chairman and Chief Financial Officer of MCN since August 1988 and
Treasurer from August 1988 to September 1992. Mr. McCrackin served as Vice
Chairman of MichCon from 1986 until September 1992 and as Chief Financial
Officer of MichCon from 1985 until September 1992. He has been a Director
of MCN since August 1988.
CARL J. CROSKEY
Age: 43, Director since 1993
Senior Vice President, Gas Operations since August 1993. Mr. Croskey was
previously Vice President of Facility Planning at ANR Pipeline Company
from May 1989 to August 1993. ANR Pipeline Company, an interstate natural
gas pipeline company, provides gathering, storage and transportation
services.
DANIEL L. SCHIFFER
Age: 51, Director since 1989
Vice President, General Counsel and Secretary of MCN since April 1989;
Vice President and General Counsel of MichCon from July 1991 to September
1992; Associate General Counsel of MichCon from 1984 to July 1991 and
Secretary of MichCon from June 1988 to April 1990.
JOHN E. VONROSEN
Age: 51, Director since 1989
Senior Vice President, Corporate Resources since April 1994; Senior Vice
President, Customer Operations from November 1991 to April 1994 and Senior
Vice President, Customer Service from March 1987 to November 1991.
<PAGE>
BENEFICIAL SECURITY OWNERSHIP OF DIRECTORS, NOMINEES AND EXECUTIVE
OFFICERS
The following table includes MCN common stock and stock-based
holdings, as of February 27, 1995, of the Company's directors, chief
executive officer and its four most highly-compensated executive officers
in 1994.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS
- -------------------------------------------------------------------------------------------
COMMON STOCK OWNERSHIP
---------------------- STOCK
NAME AMOUNT(1) PERCENT EQUIVALENTS(2) TOTAL
- ------------------------------------ ---------- --------- -------------- ------------
<S> <C> <C> <C> <C>
Alfred R. Glancy III................ 276,733 .5% 103,086 379,819
Stephen E. Ewing.................... 46,029 .1% 57,000 103,029
William K. McCrackin................ 45,106 .1% 52,340 97,446
Carl J. Croskey..................... 13,774 * 20,000 33,774
Carol A. McCallion.................. 4,885 * 6,200 11,085
Daniel L. Schiffer.................. 18,220 * 27,600 45,820
John E. vonRosen.................... 48,868 .1% 29,500 78,368
Directors and executive officers as
a group............................ 453,615 .8% 295,726 749,341
<FN>
- -----------------
* Less than 0.1%
(1) This column lists voting securities, including shares of restricted
stock in which the beneficial owners have voting power but do not have
investment power until the shares vest.
Includes shares held in the MichCon Savings and Stock Ownership Plan
(the "Savings Plan"). Beneficial owners of Savings Plan shares have
sole voting power on all shares. Beneficial owners have investment
power on all shares except those purchased by MCN and held as
restricted under provision of the Savings Plan.
In many instances, voting power and investment power are shared with
another as joint tenants.
(2) This column includes the non-voting common stock equivalents, such as
performance units and deferred stock units under the MCN Corporation
Mandatory Deferred Compensation Plan.
</TABLE>
MEETINGS AND COMMITTEES OF THE MICHCON BOARD
The MichCon Board of Directors held no scheduled meetings during
1994. As permitted by law, the Board acted on numerous matters by
unanimous written consent. There are no standing committees of the MichCon
Board. In December 1992, the MichCon ByLaws were amended to permit but not
mandate an Executive Committee.
DIRECTORS' COMPENSATION
Members of the MichCon Board are also officers of MichCon, MCN or
its affiliates and receive no additional compensation for their service on
the Board.
<PAGE>
EXECUTIVES' COMPENSATION
The following table sets forth the aggregate compensation paid or
awarded for performance from 1992 through 1994 to the chief executive
officer and the four most highly-compensated executive officers of MichCon
(collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION
-------------------------------- -------------
OTHER RESTRICTED ALL
NAME AND ANNUAL STOCK OTHER
PRINCIPAL SALARY(2) BONUS(3) COMPENSATION AWARDS(4) COMPENSATION(5)
POSITION YEAR ($) ($) ($) ($) ($)
---------- ----- --------- ------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
A. R. Glancy III........ 1994 445,000 268,000 0 0 26,700
Chairman 1993 430,000 166,900 0 0 22,933
1992 421,250 180,600 0 0 21,063
S. E. Ewing............. 1994 319,375 112,200 0 0 15,969
President & Chief 1993 310,000 104,900 0 0 15,500
Executive Officer 1992 295,000 111,600 0 0 14,750
J. E. vonRosen ......... 1994 217,100 63,600 0 0 13,026
Senior Vice 1993 211,400 59,600 0 0 11,275
President, 1992 209,525 60,600 0 0 10,052
Corporate Resources
C. J. Croskey........... 1994 186,000 54,500 0 181,250 3,760
Senior Vice 1993 75,000 30,300 2,036(6) 67,500 0
President, Gas
Operations
C. A. McCallion......... 1994 93,183 28,800 0 0 79,123
Retired Senior Vice 1993 155,500 39,900 0 0 8,138
President 1992 149,500 41,300 1,773(6) 0 7,325
<FN>
- -----------------
(1) Includes amounts received or deferred.
(2) For A. R. Glancy III, represents total compensation paid for services
rendered as an officer of MCN and MichCon.
1993's salary for C. J. Croskey, represents compensation for services
rendered as an officer of MichCon from August 1, 1993 (his start date
with MichCon) to December 31, 1993.
1994's salary for C. A. McCallion, represents compensation for
services rendered as an executive officer of MichCon for the period
January 1, 1994 through July 31,1994. Ms. McCallion resigned as an
executive officer effective August 1, 1994.
(3) Amounts under the MCN Corporation Annual Performance Plan are shown
for the year upon which performance is measured. They are paid in
February or March of the subsequent year.
(4) Upon joining MichCon on August 1, 1993, Mr. Croskey was awarded 4,000
shares of restricted stock. One thousand shares will vest annually on
August 1 of each year commencing August 1, 1994 and each August 1
thereafter through August 1, 1997. Based on Mr. Croskey's performance
during 1994, he was awarded 10,000 shares of restricted stock.
One-third of these shares will vest annually in December of each year
commencing December 1995 and each December thereafter through 1997.
The amount shown reflects the value of the shares on the date of
grant. Mr. Croskey possesses voting power but not investment control
for these shares.
As of December 31, 1994, the aggregate restricted stock holdings on a
post-split basis, including awards in years prior to those reflected
for the Named Executive Officers, consisted of 84,900 shares worth
$1,528,200 at December 31, 1994 (including 39,000 shares valued at
$702,000 for A. R. Glancy III, 27,300 shares valued at $491,400 for
S.E. Ewing, 15,600 shares valued at $280,800 for J. E. vonRosen, and
3,000 shares valued at $54,000 for C. J. Croskey). These shares are
restricted as to vesting for a period of approximately six years from
date of issuance. Persons holding such shares possess voting power but
do not possess investment control. Regular dividends are paid on the
restricted stock. The restricted stock holdings of C. A. McCallion
vested on August 1, 1994. Consequently, she had no restricted holdings
as of December 31, 1994.
(5) Includes $67,417 of severance pay for Ms. McCallion for the period
August 1, 1994 through December 31, 1994. She will receive severance
pay of $160,600 annually through December 31, 1996.
All other amounts shown in this column represent the Company's
contributions to defined contribution plans.
(6) Amount reimbursed equivalent to taxes payable on a one-time
installation of a home security system.
</TABLE>
Beginning with the 1992 performance year, MCN revised its Stock
Incentive Plan replacing restricted stock awards with performance units.
Performance units are awarded in February subsequent to the year upon
which performance is measured. Performance units awarded for the 1994
performance year to the Named Executive Officers are indicated in the
table below.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
LONG-TERM INCENTIVE PLAN -- AWARDS FOR THE YEAR 1994
- --------------------------------------------------------------------------
ESTIMATED FUTURE PAYOUTS
PERFORMANCE UNDER NON-STOCK
OR OTHER PRICE-BASE PLANS
NUMBER PERIOD UNTIL --------------------------
OF UNITS MATURATION THRESHOLD TARGET MAXIMUM
NAME (#) OR PAYOUT (#) (#) (#)
------ -------- ------------ --------- ------ -------
<S> <C> <C> <C> <C> <C>
A. R. Glancy III ... 32,000 3 years 0 32,000 64,000
S. E. Ewing ........ 18,000 3 years 0 18,000 36,000
J. E. vonRosen...... 10,000 3 years 0 10,000 20,000
C. J. Croskey....... 10,000 3 years 0 10,000 20,000
C. A. McCallion..... 0 3 years N/A N/A N/A
</TABLE>
Each performance unit is equivalent to a share of MCN common stock.
The performance units initially granted are based on MCN's total
shareholder return for the previous three years compared to the total
shareholder return for a group of peer companies over the same period.
Once initially granted regular dividend equivalents are paid on those
performance units. The initial grants are adjusted upward or downward
after a three year period based on MCN's total shareholder return for this
subsequent period compared to the total shareholder return for a group of
peer companies over the same period. The final grant, which is expected to
be paid 50% in cash and 50% in MCN common stock, will range from zero to
200% of the initial grant and the shares must be held, except for
extraordinary circumstances, so long as the recipient is employed by the
Company.
The MCN Stock Option Plan was replaced by the MCN Stock Incentive
Plan effective May 1989. No new options have been awarded since February
1987.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN 1994(1)
- --------------------------------------------------------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED
------ --------------- --------
<S> <C> <C>
A. R. Glancy III(2) .... 0 $ 0
S. E. Ewing............. 0 0
J. E. vonRosen.......... 7,584 120,162
C. J. Croskey........... 0 0
C. A. McCallion......... 0 0
<FN>
- -----------------
(1) As of December 31, 1994, there were no unexercised stock options
outstanding for the Named Executive Officers.
(2) In order to encourage executives to maintain their holdings in shares
purchased under the Stock Option Plan, which was replaced by the MCN
Stock Incentive Plan in May 1989, MCN provided loans at an interest
rate in accordance with IRS guidelines based on the market yield of
U.S. short-term marketable securities. Pursuant to this provision, Mr.
Glancy initiated a loan in conjunction with the exercise of stock
options in 1992. The loan, at the then current interest rate of 4.43%,
covered a maximum of $1,159,738, including interest, during 1994. A
balance of $1,053,598, including interest, was outstanding as of
December 31, 1994. The loan is secured by 169,628 shares of MCN common
stock with a year-end market value of $3,053,304.
</TABLE>
<PAGE>
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS
MCN has entered into Change of Control Employment Agreements with
each of the Named Executive Officers and other officers in 1990. Change of
control is defined in the agreements as any of the following: (1) the
acquisition of beneficial ownership of 20% or more of the outstanding
voting securities of the Company, (2) the appointment or election of new
directors to the Company's Board which causes the existing directors to no
longer constitute at least a majority of the Company's Board, (3) a
reorganization, merger or consolidation in which the beneficial owners of
the outstanding voting securities have a beneficial interest of less than
60% of the common stock or outstanding voting securities of the
corporation resulting from such reorganization, merger or consolidation,
or (4) a complete liquidation or dissolution of the Company. The
agreements generally have a term of three years beginning with the change
of control of MCN, obligate the officer to continue to serve MCN in the
officer's then current capacity, require MCN to compensate the officer in
an amount at least equal to the officer's base salary plus the average
annual bonus paid to the officer during the preceding three years and
provide for the vesting of various unfunded benefits. These unfunded
benefits include the Supplemental Retirement Plan discussed on page 7, the
Supplemental Death Benefit and Retirement Income Plan discussed on page 7
and the Supplemental Savings Plan, which permits certain key executives to
defer income and be credited with matching contributions to the extent
that would otherwise be permitted under the Savings Plan but for
limitations imposed by Federal tax law on tax-qualified savings plans. The
agreements also provide for the grossed-up payment of any Federal excise
taxes due from the officers as a result of any payments received under the
agreement and provide three years of continued participation in MichCon's
benefit and retirement programs. MCN's obligations to the officer,
including the obligation to pay base salary and any bonuses, can only be
extinguished if the officer's employment is terminated by MichCon for
"good cause" or by the officer without "good reason" both as defined in
the agreements, or by death or disability.
RETIREMENT PLANS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
PENSION PLAN TABLE
- ------------------------------------------------------------------------------------
ANNUAL RETIREMENT BENEFIT FOR YEARS OF SERVICE
----------------------------------------------------------
FINAL AVERAGE 15 20 25 30 35 40
ANNUAL EARNINGS YEARS YEARS YEARS YEARS YEARS YEARS
---------------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$150,000.............. $ 41,000 $ 54,700 $ 68,400 $ 82,100 $ 95,700 $105,700
200,000.............. 54,800 73,000 91,300 109,500 127,800 141,000
250,000.............. 68,500 91,300 114,100 137,000 159,800 176,400
300,000.............. 82,200 109,600 137,000 164,400 191,800 211,700
350,000.............. 95,900 127,900 159,900 191,900 223,800 247,100
400,000.............. 109,700 146,200 182,800 219,300 255,900 282,400
450,000.............. 123,400 164,500 205,600 246,800 287,900 317,800
500,000.............. 137,100 182,800 228,500 274,200 319,900 353,100
550,000.............. 181,300 241,800 276,100 301,600 351,900 388,500
600,000.............. 197,800 263,800 301,300 329,100 383,900 423,800
</TABLE>
RETIREMENT PLANS. All salaried employees of MCN and certain of its
subsidiaries (the "Participating Companies") participate in a
noncontributory, defined benefit retirement plan (the "Retirement Plan").
Under the Retirement Plan, the monthly pension at normal retirement (age
65) is calculated using a formula providing a single life monthly benefit
equal to (1) 1.33% of final average monthly earnings multiplied by the
number of total years of credited service with the Participating
Companies; plus (2) 0.5% of final average monthly earnings which exceed a
35 year average social security wage base multiplied by the number of
years of credited service up to 35 years. Early retirement benefits (at a
reduced benefit if such retirement is before the participant attains age
62) are permitted under the plan, (1) on or after the date a participant
attains age 55, if the participant's age plus years of credited service
(as defined in the plan) equals or exceeds 70, or (2) when the participant
has attained 30 years of credited service. An employee's final average
monthly earnings is defined as his or her highest average monthly earnings
for a consecutive 60-month period during the participant's last 15 years
of employment. Average monthly earnings are calculated based on an
individual's base salary only. An employee is not vested under the
Retirement Plan until he or she has completed five years of credited
service or has attained age 65.
The Supplemental Retirement Plan is also maintained which provides
for the payment of benefits that would otherwise be payable under the
Retirement Plan but for limitations imposed by Federal tax law on benefits
paid by qualified plans.
The table above illustrates the total estimated annual normal
retirement pension benefits including the Supplemental Retirement Plan
amounts, if applicable, that will be payable upon normal retirement at age
65 to participants for the specified remuneration and years of credited
service classifications. Retirement benefits are not subject to any
deduction for social security or other offset amounts. The table does not
reflect any reductions in retirement benefits that would result from the
selection of one of various available survivorship options or the election
to retire prior to age 62. Benefit amounts are computed on a straight life
annuity basis.
As of December 31, 1994, the credited years of service (rounded to
the nearest whole year) for the Named Executive Officers are as follows:
Mr. Glancy, 32 years; Mr. Ewing, 23 years; Mr. vonRosen, 29 years; Mr.
Croskey, 1 year and Ms. McCallion, 36 years.
SUPPLEMENTAL DEATH BENEFIT AND RETIREMENT INCOME PLAN. The Company's
Named Executive Officers and certain other officers of the Participating
Companies currently participate in a Supplemental Death Benefit and
Retirement Income Plan. Under this plan, the pre-retirement death benefits
payable to an employee's surviving spouse, are 50% of the employee's final
salary until such time as the employee would have reached age 65;
thereafter, payments are 20% of salary until the employee would have
reached age 75. At retirement an employee may elect to receive (1) annual
supplemental retirement income equal to 20% of the employee's final annual
salary payable for a period of ten years after age 62; or (2) other
available post retirement benefits which are actuarially equivalent to the
ten-year payment option.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION
The salaries and other direct compensation for the officers of
MichCon are established by the Board of Directors of its parent company,
MCN. MCN's Report of the Compensation Committee of the Board of Directors
on Executive Compensation is included in its proxy.
COST OF SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by MichCon and will be
made by use of the mails, personally or by telephone or telegraph by
officers, directors and regular employees of MichCon who will not be
additionally compensated therefor. MichCon will reimburse banks, brokers,
nominees and other fiduciaries for reasonable expenses incurred by them in
forwarding the proxy material to the beneficial owners of MichCon's
Redeemable Cumulative Preferred Stock, $2.05 Series.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented for the action of
shareholders during 1996 must be received by the Secretary of MichCon at
500 Griswold Street, Detroit, Michigan 48226, no later than November 6,
1995.
<PAGE>
PROXY STATEMENT
CONSENT OF
SHAREHOLDERS
IN LIEU
OF MEETING
MICHIGAN CONSOLIDATED
GAS COMPANY
[LOGO]
<PAGE>
/X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON
THIS CARD. IF YOU SIGN BUT DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE
PROXIES WILL VOTE YOUR SHARES FOR THE ELECTION OF DIRECTORS.
<TABLE>
<CAPTION>
ELECTION OF DIRECTORS
<S> <S> <S>
FOR ALL
GRANTED WITHHELD EXCEPT
AUTHORITY IS GRANTED to execute a / / AUTHORITY IS WITHHELD to execute a / / If you do not wish your shares voted / /
consent for the election of the consent for the election of the "FOR" a particular nominee, mark the
nominees listed. nominees listed. "FOR ALL EXCEPT" box and strike a line
through the nominee(s) name. Your
Election of Directors, Nominees: shares will be voted for the remaining
Alfred R. Glancy III, Stephen E. Ewing, nominee(s).
William K. McCrackin, Carl J. Croskey,
Daniel L. Schiffer and John E. vonRosen. Mark box at right if comments have / /
been noted on the reverse side of
this card.
Mark box at right to request that an / /
Attendance Card to the MCN
Corporation Annual Meeting be sent
to you.
Please sign exactly as name appears hereon.
Joint owners should each sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full title
as such.
___________________________________________
___________________________________________
SIGNATURE(S) DATE
</TABLE>
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
[MICHCON LOGO]
500 Griswold
Detroit, Michigan 48226
Dear Shareholder:
Your vote is very important to the successful conduct of the company's
business. I strongly encourage you to exercise your right to vote your
shares. We must receive your vote prior to the MCN Corporation Annual
Meeting of Shareholders on April 27, 1995.
Please mark the box on the proxy card to indicate how you wish to vote
your shares. Then sign, date and detach the card and return it in the
enclosed postage-paid envelope. If you expect to attend the MCN
Corporation Annual Meeting, please mark the appropriate box above and
an Attendance Card will be mailed to you prior to the meeting.
We, as always, welcome your comments on how informative you have found
our Proxy Statement and how well we are doing as a management team.
Please write your comments on the back side of this proxy card and
mark the appropriate box above.
We look forward to meeting you if you are able to attend the MCN
Corporation Annual Meeting and thank you for promptly returning
your proxy card.
Sincerely,
/s/ ALFRED R. GLANCY III
Alfred R. Glancy III
Chairman
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[MICHCON LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alfred R. Glancy III, Stephen E.
Ewing and Susan K. McNish, or any one of them, as Proxies, with the
power of substitution, with authority to execute a consent on April 27,
1995, pursuant to the Proxy Statement dated March 2, 1995 with respect
to shares of Redeemable Cumulative Preferred Stock, $2.05 Series, of
Michigan Consolidated Gas Company.
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON
THIS CARD. IF YOU SIGN BUT DO NOT INDICATE YOUR CHOICES ON THIS CARD,
THE PROXIES WILL VOTE YOUR SHARES FOR THE ELECTION OF DIRECTORS.
DO YOU HAVE ANY COMMENTS?
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