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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MCN CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MICHIGAN 38-2820658
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
500 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(313) 256-5500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
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DANIEL L. SCHIFFER, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MCN CORPORATION
500 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(313) 256-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED DISTRIBUTION OF THE SECURITIES TO
THE PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
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MCN Corporation, Common Stock,
$.01 par value................ 1,000,000 shares $17.563 $17,563,000 $6,056
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</TABLE>
(1) Based upon the average of the high and low prices in the daily composite
list for transactions on the New York Stock Exchange on December 23, 1994 in
accordance with Rule 457(c).
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<PAGE> 2
PROSPECTUS
MCN CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK, $.01 PAR VALUE
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of MCN
Corporation ("MCN" or the "Company") provides a simple and convenient method for
holders of record of MCN Corporation Common Stock, $.01 Par Value, and the
related rights to purchase preferred stock ("MCN Common Stock") and Michigan
Consolidated Gas Company Redeemable Cumulative Preferred Stock, $2.05 Series
("MichCon Preferred Stock") as well as any other series of eligible preferred or
preference stock which may be issued in the future (the "Participating
Securities") to purchase shares of MCN Common Stock ("Shares") without payment
of any brokerage commission or service charge.
Plan Participants ("Participants") may:
-- Have cash dividends on all or a specified number of shares of
Participating Securities invested in Shares on behalf of the
Participant.
-- Make optional cash payments of not less than $25 per payment and not
more than $50,000 annually for the purchase of Shares by check or
Automatic Monthly Deductions.
-- Deposit Share certificates with MCN or its agent for safekeeping.
The Plan provides MCN the option to either sell newly issued Shares or to have
its agent purchase Shares in the open market. The purchase price of the Shares,
if MCN is selling newly issued shares, will be the average of the highest and
lowest per share trading price of the Shares on the New York Stock Exchange
(Consolidated Tape Transactions) on the issuance date of the Shares. MCN will
receive the proceeds of the sale of newly issued Shares. The purchase price of
the Shares purchased by MCN's agent in the open market, with the proceeds of
each cash dividend and/or any optional cash payments then available for
investment, will be the average of the prices paid for such Shares.
This Prospectus relates to shares of authorized and unissued MCN Common
Stock registered for purchase under the Plan.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 29, 1994.
YOU SHOULD RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE
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AVAILABLE INFORMATION
MCN is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by MCN can be inspected and copied at the Commission's Public Reference
Room, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549 and the
following Regional Offices of the Commission: 7 World Trade Center, Suite 1300,
New York, NY 10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60661-2511. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, DC 20549, at prescribed rates. Such reports, proxy statements and
other information may also be inspected at the offices of the New York Stock
Exchange, on which MCN Common Stock is traded, 20 Broad Street, New York, NY
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated into
this Prospectus by reference:
(a) MCN's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994; June 30, 1994; and September 30, 1994.
(c) MCN's Current Reports on Form 8-K dated October 21, 1994 and
October 26, 1994.
(d) The description of MCN's Common Stock as contained in its Form 8-B
dated September 29, 1988 and the description of MCN's Preferred
Share Purchase Rights as contained in its Registration Statement
on Form 8-A dated December 28, 1989.
All documents filed by MCN pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the 1934 Act subsequent to the date of this Prospectus shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein 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
also is or is deemed to be incorporated by reference herein or in any 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.
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MCN hereby undertakes to provide without charge to each person whom this
Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which may have
been or may be incorporated into this Prospectus by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to MCN Corporation, 500 Griswold, Detroit, MI 48226, telephone number
1-800-548-4655.
THE COMPANY
MCN, a Michigan corporation organized in 1988, is the holding company for
(i) Michigan Consolidated Gas Company ("MichCon"), a public utility engaged in
the distribution, transmission and storage of natural gas to more than 1.1
million customers throughout Michigan; (ii) Citizens Gas Fuel Company
("Citizens"), a natural gas utility servicing Adrian, Michigan; and (iii) MCN
Investment Corporation ("MCN Investment"), the holding company for its
nonutility businesses. MCN's principal executive office is located at 500
Griswold, Detroit, MI 48226, telephone number (313) 256-5500.
Utility Services. MichCon and Citizens provide gas sales service primarily
to residential and commercial customers and transportation service to
large-volume customers. MichCon also provides transportation service to other
gas utilities, gas marketers and producers.
Gas Services. MCN Investment, through its subsidiary companies and various
joint ventures, markets natural gas to large-volume customers, develops gas
cogeneration facilities, provides gas gathering and processing services and
engages in gas exploration and production.
Computer Operations Services. The Genix Group, a wholly-owned subsidiary of
MCN Investment, provides data processing, computer operations management, data
telecommunications design and management, large-scale electronic printing and
mailing, and business process solution services to more than 100 corporate
clients in financial services, insurance, retailing, food processing, education,
manufacturing and other industries. These services are provided through
facilities located in Michigan, Pennsylvania and North Carolina.
Gas Technology. MCN's gas technology programs are developing products to
expand demand for natural gas.
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DESCRIPTION OF THE PLAN
The Plan was adopted by MCN's Board of Directors in February 1989 and has
reserved shares of authorized and unissued MCN Common Stock for sale by MCN
under the Plan. The Plan is administered by an independent agent. The following
questions and answers explain the details of the Plan.
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of Participating
Securities with a convenient and economical way of investing cash dividends
and making optional cash payments for the purchase of Shares without payment
of any brokerage commission or service charge.
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Plan Participants may reinvest cash dividends paid on all or any number of
certificated shares of Participating Securities registered in their name and
also make optional cash payments of not less than $25 per payment and not
more than an aggregate of $50,000 per year for the purchase of MCN Common
Stock.
No brokerage commission or service charge is paid by Participants in
connection with purchases under the Plan.
Full investment of funds is possible because the Plan permits fractions of
Shares, as well as whole Shares, to be credited to the Participant's
account.
Automatic reinvestment of cash dividends is handled entirely by MCN and its
agent.
Participants can submit their certificates for Shares to MCN's agent for
safekeeping.
Regular statements of account will be furnished to Participants, providing
simplified record keeping.
Participation in the Plan is strictly voluntary; eligible shareholders may
join or terminate the Plan at any time.
3. WHO ADMINISTERS THE PLAN?
MCN has designated and appointed First Chicago Trust Company of New York
(the "Agent") as the Plan Administrator. The Agent will maintain records of
the accounts of Participants, send statements of account to Participants and
perform other duties of the Plan Administrator.
By enrolling in the Plan, Participants will appoint the Agent to act as
their agent to receive dividends and optional cash payments and to apply
such amounts to the Agent's purchase of Shares from MCN or in the open
market in accordance with provisions of the Plan.
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<PAGE> 6
The Agent will receive all funds on behalf of a Participant for the purchase
of Shares. These funds represent cash dividends (both on Participating
Securities held in the name of the Participant and designated for
reinvestment and on any full or fractional Shares held under the Plan for
which authorization has been received) and optional cash payments received
by the Agent from Participants. Unless otherwise authorized or directed by
the officers of MCN, the Agent may make purchases from MCN, on any
securities exchange where Shares are traded, in the over-the-counter market
or in negotiated transactions.
All inquiries, notices, requests and other communication by Participants
concerning the Plan (except as specifically indicated below) should be sent
to the Agent at:
First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 1-800-344-9713
MCN reserves the right to assume the administration of the Plan at any time
and without prior notice to Participants. In the event the Agent should
resign or otherwise cease to act as Plan Administrator, MCN will make such
other arrangements as it deems appropriate for the administration of the
Plan and the custody of the Shares purchased under the Plan.
4. WHO CAN PARTICIPATE IN THE PLAN?
All holders of record of Participating Securities are eligible to
participate in the Plan. If shares are held through a broker or in a nominee
name, the shareholder must first convert the shares into his or her name
before dividends on those shares can be reinvested under the Plan.
5. WHAT MCN COMMON STOCK INVESTMENT OPTIONS ARE AVAILABLE UNDER THE PLAN?
Shareholders may elect to participate in the Plan by selecting one of the
following investment options:
OPTION I -- Directs the Agent to invest cash dividends on all of the shares
of Participating Securities held now or hereafter in the name of the
Participant. The Participant may also purchase additional Shares by making
optional cash payments of not more than $50,000 annually (with a minimum
payment of $25) in accordance with the Plan.
OPTION II -- Directs the Agent to invest cash dividends on a specified
number of Participating Securities held in the name of the Participant.
Option II will allow the Participant to invest dividends from a specific
number of shares of Participating Securities presently registered to the
Participant and receive cash dividends on the remaining shares. Option II
will also allow the Participant to invest cash dividends on all shares of
Participating Securities presently registered
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to the Participant but not on any future shares. The Participant may also
purchase additional Shares by making optional cash payments of not more than
$50,000 annually (with a minimum payment of $25) in accordance with the
Plan.
OPTION III -- Permits the Participant to purchase additional Shares by
making optional cash payments of not more than $50,000 annually (with a
minimum payment of $25) in accordance with the Plan. The Participant will
continue to directly receive all cash dividends paid on shares in his or her
possession.
UNDER EACH OF THE THREE OPTIONS, REGARDLESS OF THE ONE YOU SELECT, DIVIDENDS
RECEIVED ON SHARES ACCUMULATED AND HELD UNDER THE PLAN WILL BE REINVESTED.
6. CAN A PARTICIPANT FORWARD SHARES, OWNED AND IN HIS OR HER POSSESSION, TO THE
AGENT FOR SAFEKEEPING?
A Participant may deposit with the Agent any MCN Common Stock certificates
now or hereafter registered in the Participant's name for credit under the
Plan. There is no charge for this custodial service and, by making the
deposit, the Participant will be relieved of the responsibility for loss,
theft or destruction of the certificate. Because the Participant bears the
risk of loss in sending stock certificates to the Agent, it is recommended
that certificates be sent to the Agent by registered mail, return receipt
requested and properly insured. Certificates should not be endorsed.
Whenever certificates are issued to a Participant either upon request or
upon termination of participation, new, differently numbered certificates
will be issued. Dividends will be reinvested on shares represented by the
certificates deposited with the Agent.
7. HOW DOES A PERSON ENROLL IN THE PLAN?
Any shareholder of record who holds Participating Securities in his or her
name may elect to participate in the Plan by calling the Agent at
1-800-344-9713 or by completing and mailing a Dividend Reinvestment and
Stock Purchase Plan Enrollment Authorization Form (the "Authorization Form")
to the Agent. Authorization Forms may be obtained at any time by telephone
or written request to the Agent. In the case of partnerships, investment
clubs, etc., the Agent may require additional enrollment documentation
satisfactory to the Agent. For detailed information, contact the Agent at
the address listed on page 5.
ANY PERSON PARTICIPATING IN THE PLAN PRIOR TO THE DATE OF THIS PROSPECTUS
WILL CONTINUE TO PARTICIPATE IN THE PLAN PURSUANT TO THE TERMS OF THIS
PROSPECTUS. SUCH A PARTICIPANT MAY CHANGE THE METHOD OF PARTICIPATION OR
TERMINATE PARTICIPATION AS DISCUSSED UNDER QUESTIONS 13 AND 19.
Participation in the Plan is completely voluntary. Shareholders who do not
elect to participate in the Plan will continue to receive their cash
dividends directly, as declared and paid, by check.
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8. WHEN CAN A PERSON ENROLL IN THE PLAN?
Holders of Participating Securities, as described in Question 4, are
eligible to enroll in the Plan at any time. Those shareholders already
enrolled in the Plan do not need to enroll again.
Reinvestment of dividends in the Plan will commence on the next cash
dividend payment date, provided authorization is received on or before the
dividend record date (approximately 14 days prior to the dividend payment
date). Any authorization received after this date may delay the reinvestment
of dividends until the following dividend payment date.
9. WHEN CAN PARTICIPANTS BEGIN TO MAKE OPTIONAL CASH PURCHASES?
An optional cash purchase may be made when enrolling in the Plan by
enclosing a check or money order payable in U.S. Dollars to "First Chicago
-- MCN", with the Authorization Form. Thereafter, optional cash payments may
be made by using the cash payment form which will be attached to each
Participant's statement of account. Optional cash purchases must be received
one day before the Investment Date, except when such date is a Saturday,
Sunday or holiday, in which case the optional cash purchase must be received
by the first business day preceding the Investment Date (see Question 11),
in order for Shares to be purchased for the Participant in that month.
10. HOW ARE OPTIONAL CASH PURCHASES MADE?
The option to make cash purchases is available to each Participant. Optional
cash purchases may be made periodically in any amount up to an aggregate of
$50,000 annually with a $25 minimum investment required. Each optional cash
payment by a Participant may be made by check or money order in U.S. funds,
payable to the order of "First Chicago -- MCN", accompanied by the cash
payment form noted in Question 9 above, and mailed or delivered to the Agent
with written advice that the remittance is being made for participation in
the Plan.
A Participant may also make optional cash purchases by means of an automatic
electronic funds transfer ("Automatic Monthly Investment") from a
predesignated account with a United States financial institution. To
initiate Automatic Monthly Investments, a person must already be a
Participant with a Plan account and must complete and sign an automatic
monthly deduction form with a voided blank check for the account from which
funds are to be drawn. Automatic monthly deduction forms may be obtained
from the Agent. Forms will be processed and will become effective as
promptly as practicable. Once Automatic Monthly Investment is initiated,
funds will be drawn from the Participant's designated financial institution
account on the third business day preceding each monthly Investment Date, as
defined in Question 11, and will be invested in Shares beginning on that
Investment Date. The amount deducted from the Participant's bank account
will be reduced by a $1.00 transaction fee prior to each investment.
Participants may change the amount of their Automatic Monthly Investment by
completing and
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submitting to the Agent a new automatic monthly deduction form. To be
effective with respect to a particular Investment Date, however, the new
automatic monthly deduction form must be received by the Agent at least six
business days preceding that Investment Date. Otherwise, the change will be
effective the following month. Participants may terminate their Automatic
Monthly Investment by notifying the Agent in writing. A Participant may call
the Agent to change the amount of the Automatic Monthly Investment or to
discontinue the service.
Upon written request or a telephone call to the Agent, the Agent will return
any amount received from a Participant as an optional cash payment, provided
such request is received by the Agent not less than 2 business days prior to
the time for investment of the optional cash payment (see Question 11).
11. WHEN DOES THE AGENT INVEST THE CASH DIVIDENDS AND OPTIONAL CASH PAYMENTS IN
ADDITIONAL SHARES OF MCN COMMON STOCK?
The "Investment Date" for reinvestment of cash dividends will be the cash
dividend payment date of the Participating Security, or a date as soon
thereafter as practicable. The "Investment Date" for optional cash payments,
in months in which cash dividends are paid on MCN Common Stock, will be the
cash dividend payment date, or as soon thereafter as practicable. In other
months, the "Investment Date" for optional cash purchases will be on the
25th of each month, or as soon thereafter as practicable.
12. HOW WILL THE PURCHASE PRICE OF SHARES OF MCN COMMON STOCK BE CALCULATED?
The purchase price of Shares purchased by the Agent from MCN shall be the
average of the highest and lowest per share trading price of the Shares on
the New York Stock Exchange (Consolidated Tape Transactions) on the
Investment Date.
The purchase price of Shares purchased by the Agent on the open market or
otherwise shall be the average price paid for all such Shares with the
proceeds of each cash dividend together with any optional cash payments then
available for investment on the Investment Date (see Question 11). Purchases
on the open market will begin on the Investment Date and will be completed
no later than 30 days from such date except where completion at a later date
is necessary or advisable under any applicable federal securities laws. Such
purchases may be made on any securities exchange where such shares are
traded, in the over-the-counter market, or by negotiated transactions and
may be subject to such terms with respect to price, delivery, and other
terms as the Agent may agree to. Neither MCN nor any Participant shall have
any authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made.
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If funds received from or on behalf of a Participant are insufficient to buy
a full Share (or Shares), the Agent will credit the Participant's account
with a fractional Share computed to three decimal places. The Agent will
hold the Shares of all Participants together in its name or that of a
nominee. In making purchases for a Participant's account, the Agent may
commingle the Participant's funds with those of other Participants. For a
number of reasons, including observance of rules and regulations of the
Commission and/or other regulatory agencies requiring temporary curtailment
or suspension of purchases, it is recognized that it may be impossible for
all or part of the amount of funds available in a Participant's account to
be applied to the purchase of Shares on or before the next ensuing
Investment Date. If any Commission suspension of the trading in Shares
remains effective for ninety consecutive days, the Agent shall remit all
cash in a Participant's account to the Participant promptly after such
ninetieth day. NO INTEREST WILL BE PAID ON FUNDS HELD BY THE AGENT PENDING
INVESTMENT.
13. HOW DOES A PARTICIPANT CHANGE INVESTMENT OPTIONS UNDER THE PLAN?
A Participant may change his or her investment option at any time by signing
a new Authorization Form or by calling the Agent at 1-800-344-9713. The
Agent must receive the notification before the dividend record date.
Authorization Forms may be obtained by contacting the Agent by telephone or
at the address listed on page 5 of this Prospectus.
14. WHO PAYS FOR THE PLAN?
MCN will pay the costs of administering the Plan. However, if a Participant
wishes to terminate his or her participation in the Plan and have the Agent
sell all or part of his or her Shares, such Participant will pay a service
fee (currently no more than $10), any applicable brokerage commissions
(currently 12c per share) and applicable taxes related to selling of Shares
by the Agent. Since the Agent may aggregate Shares to be sold with those of
other Participants, any commission savings from large volume trading will be
passed on to Participants.
15. WHAT HAPPENS WHEN A PARTICIPANT WHO IS REINVESTING THE CASH DIVIDENDS ON ALL
OR PART OF THE PARTICIPATING SECURITIES REGISTERED IN THE PARTICIPANT'S NAME
SELLS OR TRANSFERS A PORTION OF SUCH PARTICIPATING SECURITIES?
If a Participant who is reinvesting the cash dividends on all of the
Participating Securities registered in the Participant's name disposes of a
portion of such Participating Securities, the Agent will continue to
reinvest the dividends on the remainder of the Participating Securities.
If a Participant who is reinvesting the cash dividends on part of the
Participating Securities registered in the Participant's name disposes of a
portion of such Participating Securities, the
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Agent will continue to reinvest the dividends on the remainder of the
Participating Securities up to the number of shares enrolled in the Plan.
16. WHAT REPORTS WILL BE SENT TO PARTICIPANTS?
Each Participant in the Plan will receive a statement of his or her account
from the Agent as soon as practicable after each investment purchase.
In addition, each Participant will receive copies of MCN's annual report to
shareholders, proxy statements and other communications sent to
shareholders.
17. WILL STOCK CERTIFICATES BE ISSUED FOR SHARES HELD IN THE PLAN?
Shares purchased under the Plan will be registered in the name of the Agent
or in the name of a nominee. No certificates will be issued to a Participant
for Shares purchased unless the Participant so requests or until the
Participant's account is terminated. Any Participant may request that
certificates in the Participant's name be issued for all or a portion of the
Shares in the Participant's account after any purchase. Each request for a
certificate must be made by a separate written instruction or by calling the
Agent at 1-800-344-9713. No certificate for a fractional Share will be
issued. A fractional interest in a Share will entitle a Participant's
account to be credited with the corresponding fractional dividends.
18. HOW DOES A PARTICIPANT SELL SHARES?
A Participant, who wishes to remain in the Plan, may request the sale of
Shares held by the Agent by calling 1-800-344-9713, using a touch-tone
phone. A PIN (Personal Identification Number) will be established for the
Participant by the Agent for the Participant's protection in the sale. A
Participant may also request the sale of Shares by using the cash payment
form (all signatures are required) which is attached to each statement of
account received by the Participant. The Agent will make every effort to
process all sale orders (written and telephone) on the day it receives them,
provided that instructions are received before 1 p.m. (Eastern Time) on a
business day when the relevant securities market is open.
19. HOW IS PARTICIPATION IN THE PLAN TERMINATED?
Participants may withdraw from the Plan at any time by sending a written
request for withdrawal to the Agent, provided such request is received by
the Agent at least ten (10) business days before the next Share dividend
record date and is received at least ten (10) business days before the next
dividend record date for other Participating Securities owned by the
Participant electing withdrawal. Thereafter, the account of the withdrawing
Participant will be terminated by
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the Agent. Where receipt of such written request does not meet the
above-described conditions, the Agent may defer withdrawal until after the
reinvestment of any dividend amount for the Participating Security or
Securities. Otherwise, all dividends with a record date after withdrawal
will be sent directly to the Participant. Upon withdrawal, if the
Participant requests by written notice to the Agent, all or a part of the
Participant's Shares will be sold and the proceeds delivered to the
Participant, less a service fee, any brokerage commissions and applicable
taxes. Any optional cash payments which have been sent to the Agent prior to
the request to terminate will also be invested unless return of the amount
is expressly requested in the request for termination and such request is
received at least two business days prior to the dividend payment date. A
Participant's interest in a fractional Share will be distributed to the
Participant in cash at the market value of Shares at the time of withdrawal,
less any brokerage commissions and any other costs of sale. If a Participant
disposes of all Shares owned and in his or her possession, notification
should be given to the Agent regarding the disposition of Shares in the
Participant's Plan account with the Agent. If the Agent does not obtain
instructions from the Participant, the Agent will continue to reinvest cash
dividends on Shares remaining in the Participant's Plan account until
otherwise notified. For withdrawal by partnerships, investment clubs, etc.,
the Agent may require additional documentation satisfactory to the Agent to
effect the withdrawal. For detailed information, contact the Agent at the
address listed on page 5.
20. CAN A PARTICIPANT ASSIGN OR PLEDGE SHARES HELD IN THE PLAN?
Except as otherwise expressly provided herein, a Participant may not sell,
pledge, hypothecate or otherwise assign or transfer his or her account, any
interest therein, or any cash or stock credited to his or her account. No
attempt of any such sale, pledge, hypothecation or other assignment or sale
shall be effective. (See Question 17; Issuance of a certificate for Shares
held in the Plan).
21. WHAT TAX CONSEQUENCES CAN BE ANTICIPATED BY PARTICIPANTS IN THE PLAN?
The Internal Revenue Service has ruled that brokerage commissions paid by
the Agent on a Participant's behalf are subject to income taxes. The pro
rata share of such commissions applicable to each Participant will be
included as dividend income on a Form 1099 and furnished to each Participant
shortly after the end of each calendar year. The brokerage commissions are
includable in the Participant's cost basis for determining gain or loss upon
sale of the Shares.
Under the federal income tax laws and the tax laws of many states, including
Michigan, cash dividends on the Shares are taxable.
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Participants are advised to consult their tax advisor to determine the tax
consequences that may result from their participation in the Plan and from
the subsequent sale or other disposition of Shares purchased under the Plan.
22. WILL FEDERAL INCOME TAX BE WITHHELD FROM DIVIDENDS?
If a Participant fails to certify that the taxpayer identification number
furnished is correct and that such Participant is not subject to withholding
on interest and dividend payments, then the appropriate percentage must be
withheld from the amount of cash dividends and/or sale proceeds. The
withheld amount will be deducted from the amount of cash dividends and the
remaining amount will be reinvested.
23. HOW ARE UNITED STATES INCOME TAX WITHHOLDING PROVISIONS APPLIED TO FOREIGN
SHAREHOLDERS?
In the case of those foreign shareholders whose cash dividends are subject
to United States income tax withholding, the amount of tax to be withheld
will be deducted from the amount of cash dividends and the remaining amount
of dividends will be reinvested.
24. WHAT HAPPENS IF MCN ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any stock dividends or split shares of MCN Common Stock distributed by MCN
on Shares held by the Agent for the Participant, and Shares held by the
Participant will be credited to the Participant's account. In the event that
MCN makes available to its shareholders rights to purchase additional
Shares, or any other securities, the Agent will sell (if permitted by the
terms of such rights) such rights or other securities accruing to the Shares
held by it for Participants and invest the resultant funds in Shares prior
to or on the next Investment Date. If a Participant wishes to receive
directly any such rights or other securities, the Agent must receive the
Participant's written request at least two weeks prior to the rights or
securities offering record date. This written request must state that
certificates for rights or any other securities be sent to the Participant.
25. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT SHAREHOLDERS' MEETINGS?
All proxy solicitation material shall be mailed to Participants. Shares held
for any Participant's account will be voted only upon the direction of such
Participant. Failure of a Participant to provide such direction, by properly
completing the form of proxy provided by MCN, will result in a Participant's
Shares not being voted unless such Participant votes in person at the
meeting for which proxy material was distributed.
12
<PAGE> 14
26. WHAT ARE THE RESPONSIBILITIES OF MCN AND THE AGENT UNDER THE PLAN?
Neither MCN nor the Agent will be liable hereunder for any act done in good
faith, or for any good faith omission to act, including without limitation,
any claims of liability (a) arising out of failure to terminate the
Participant's account upon the Participant's death or otherwise prior to
receipt of notice in writing in accordance with Question 19 of such death,
accompanied by documentation satisfactory to the Agent, or failure to
terminate a Participant's account for other reasons, or (b) with respect to
the prices at which Shares or rights described in Question 24 are purchased
or sold for the Participant's account or the timing or terms of such
purchases or sales or the Agent's inability to purchase any Shares, or (c)
with respect to the market value of any Shares acquired for the
Participant's account or any fluctuation in the market value of Shares or
sale of Shares or sale of rights or other securities described in Question
24 for the Participant's account.
27. CAN THE PLAN BE CHANGED OR DISCONTINUED?
The Plan may be amended, supplemented, terminated, or suspended at any time
by MCN by giving notice to the Agent and each Participant at the last
address of record.
MCN shall be responsible for interpreting and construing the Plan provisions
and the terms and conditions of the Plan and authorization shall be governed
by the Laws of the State of Michigan.
PRICE OF COMMON STOCK
The last reported sales price of MCN Common Stock on December 27, 1994 as
reported on the New York Stock Exchange (Consolidated Tape Transactions) was
$17.625 per share.
USE OF PROCEEDS
MCN will receive proceeds from the sale of Shares purchased by the Plan
from MCN. The proceeds from the sale of Shares offered pursuant to the Plan will
be used for general corporate purposes. MCN has no basis for estimating either
the number of Shares that will be sold pursuant to the Plan or the prices at
which such Shares will be sold. MCN will not receive any proceeds from purchases
of Shares by the Plan in the open market.
PLAN OF DISTRIBUTION
Unless otherwise authorized or directed by the officers of MCN, the Agent
may make purchases of Shares on any securities exchange where Shares are traded,
in the over-the-counter market or in
13
<PAGE> 15
negotiated transactions. No brokerage commission or service charge is paid by
Participants in connection with purchases of Shares under the Plan.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
MCN's Articles of Incorporation and the Michigan Business Corporation Act
permit MCN's directors and officers to be indemnified under certain
circumstances for expenses, including judgments, penalties, fines and amounts
paid in settlement, incurred by them in their capacities as such officers and
directors as parties to civil, criminal, administrative and investigative suits
or proceedings, including those involving alleged violations of the Securities
Act of 1933 (the "1933 Act"). In addition, MCN maintains directors' and
officers' liability insurance which, under certain circumstances, would cover
alleged violations of the 1933 Act. Insofar as indemnification for liabilities
arising under the 1933 Act may be permitted to directors and officers pursuant
to the foregoing provisions, MCN has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable.
VALIDITY OF SECURITIES
The validity of the securities offered hereby will be passed upon for MCN
by Daniel L. Schiffer, Esq., Vice President, General Counsel and Secretary of
MCN Corporation. Mr. Schiffer is a full-time employee and officer of MCN and
owns 20,086 shares of MCN Common Stock as of November 30, 1994.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
14
<PAGE> 16
- - -------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
TABLE OF CONTENTS
- - -------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Documents by
Reference........................... 2
The Company........................... 3
Description of the Plan............... 4
Purpose and Advantages.............. 4
Administration...................... 4
Participation....................... 5
Investment Options.................. 5
Enrollment.......................... 6
Optional Cash Purchases............. 7
Reports to Participants............. 10
Termination......................... 10
Tax Information..................... 11
Price of Common Stock................. 13
Use of Proceeds....................... 13
Plan of Distribution.................. 13
Indemnification of Directors
and Officers........................ 14
Validity of Securities................ 14
Experts............................... 14
</TABLE>
------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY MCN. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF MCN SINCE THE
DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
- - -------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
[LOGO]
- - -------------------------------------------------------
-------------------------------------------------------
PROSPECTUS ENCLOSED WITHIN
-------------------------------------------------------
DIVIDEND
REINVESTMENT AND
STOCK PURCHASE PLAN
- - - Increase your investment in MCN Common Stock with a simple and convenient plan
- - - Reinvest your cash dividends automatically
- - - Make optional cash purchases of MCN Common Stock with no brokerage fees or
service charges under the plan
DATE OF ENCLOSED PROSPECTUS:
DECEMBER 29, 1994
-------------------------------------------------------
- - -------------------------------------------------------
- - -------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of expenses (all but the first item
listed are estimates) of MCN.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee................................................ $ 6,056
NYSE Listing Fee.................................................... 1,500
Printing Fees....................................................... 25,000
Accounting Fees..................................................... 3,000
Miscellaneous....................................................... 10,000
--------
Total............................................................. $ 45,556
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 561 through 571 of the Michigan Business Corporation Act (the
MBCA) contain detailed provisions concerning the indemnification of directors
and officers against judgments, penalties, fines and amounts paid in settlement
of litigation.
Article VI, Section 6.1 of the By-Laws of MCN provides that MCN shall
indemnify its officers, directors, employees, agents and other persons to the
fullest extent of the MBCA.
Article NINTH of MCN's Articles of Incorporation provides that a director
of MCN shall not be personally liable to MCN or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability for (i)
any breach of the director's duty of loyalty to MCN or its shareholders, (ii)
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) a violation of Section 551(1) of the MBCA, or
(iv) any transaction from which the director derived an improper personal
benefit. If the MBCA is amended after the date of MCN's Articles of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of MCN shall
be eliminated or limited to the fullest extent permitted by the MBCA, as so
amended.
MCN has entered into indemnification contracts with each officer and
director of MCN, and certain officers of its subsidiaries, that contain
provisions essentially similar to the provisions of the MBCA and MCN's Articles
of Incorporation referred to above. In addition, MCN maintains directors' and
officers' liability insurance which covers certain liabilities arising from the
performance of their responsibilities as directors and officers.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- - ------- -----------------------------------------------------------------------------------
<S> <C>
4-1 Articles of Incorporation of MCN Corporation (Exhibit 3-1 to MCN's March 31, 1994
Form 10-Q).
4-2 By-laws of MCN Corporation, as amended (Exhibit 3-2 to MCN's March 31, 1993 Form
10-Q).
4-3 Description of MCN's Preferred Share Purchase Rights (Form 8-A dated December 28,
1989).
4-4 Specimen of Common Stock Certificate.*
5-1 Opinion of Counsel.*
23-1 Independent Auditors' Consent -- Deloitte & Touche LLP.*
24-1 Powers of Attorney.*
99-1 Enrollment Authorization Form.*
</TABLE>
II-1
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- - ------- -----------------------------------------------------------------------------------
<S> <C>
99-2 Voluntary Cash Payment Form.*
99-3 Materials to Shareholders.*
99-4 MCN Corporation Restated Dividend Reinvestment Plan.*
</TABLE>
- - -------------------------
* Indicates document filed herewith.
References are to MCN (File No. 1-10070) for documents incorporated by
reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required in Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by MCN pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of MCN's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to the initial bona fide offering thereof.
II-2
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on December 29, 1994.
MCN CORPORATION
----------------
(Registrant)
By: /s/ DANIEL L. SCHIFFER
-----------------------------
DANIEL L. SCHIFFER
Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - ---------------------------------------- ------------------------------ ------------------
<S> <C> <C>
* Chairman, President, Chief December 29, 1994
------------------------- Executive Officer and
Alfred R. Glancy III Director
* Vice Chairman, Chief Financial December 29, 1994
------------------------- Officer and Director
William K. McCrackin
* Vice President, Controller and December 29, 1994
------------------------- Chief Accounting Officer
Patrick Zurlinden
* Director December 29, 1994
-------------------------
Stephen E. Ewing
* Director December 29, 1994
-------------------------
Roger Fridholm
* Director December 29, 1994
-------------------------
Frank M. Hennessey
* Director December 29, 1994
-------------------------
Thomas H. Jeffs II
* Director December 29, 1994
-------------------------
Arthur L. Johnson
* Director December 29, 1994
-------------------------
Dale A. Johnson
* Director December 29, 1994
-------------------------
Helen O. Petrauskas
* Director December 29, 1994
-------------------------
Howard F. Sims
*By: /s/ DANIEL L. SCHIFFER
-------------------------------
Daniel L. Schiffer
Attorney-in-Fact
December 29, 1994
</TABLE>
II-3
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- - ------- ------------------------------------------------------------------------
<S> <C>
4-1 Articles of Incorporation of MCN Corporation (Exhibit 3-1 MCN's March
31, 1994 Form 10-Q.
4-2 By-laws of MCN Corporation, as amended (Exhibit 3-2 to MCN's March 31,
1993 Form 10-Q).
4-3 Description of MCN's Preferred Share Purchase Rights (Form 8-A dated
December 28, 1989).
4-4 Specimen of Common Stock Certificate.*
5-1 Opinion of Counsel.*
23-1 Independent Auditors' Consent -- Deloitte & Touche LLP.*
24-1 Powers of Attorney.*
99-1 Enrollment Authorization Form.*
99-2 Voluntary Cash Payment Form.*
99-3 Materials to Shareholders.*
99-4 MCN Corporation Restated Dividend Reinvestment Plan.*
</TABLE>
- - -------------------------
* Indicates document filed herewith.
<PAGE> 1
EXHIBIT 4-4
NUMBER SHARES
MCN
COMMON STOCK COMMON STOCK
INCORPORATED UNDER THE LAWS
OF THE STATE OF MICHIGAN
MCN CORPORATION
THIS CERTIFIES THAT CUSIP 55267J 10 0
SEE REVERSE FOR
CERTAIN DEFINITIONS
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR
VALUE $.01 PER SHARE, OF
[CERTIFICATE OF STOCK]
MCN Corporation, transferable on the books of the Corporation
by the holder hereof in person or by duly authorized attorney upon surrender of
this Certificate properly endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar. Witness
the facsimile seal of said Corporation and the facsimile signatures of its duly
authorized officers.
Dated:
/s/ Sebastian Coppola /s/ A.R. Glancy
---------------------- ----------------------
TREASURER [SEAL] CHAIRMAN
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED OFFICER
<PAGE> 2
MCN CORPORATION
The corporation will furnish to a shareholder upon request and without
charge a full statement of the designation, relative rights, preferences and
limitations of the shares of each class authorized to be issued, and the
designation, relative rights, preferences and limitations of each series so far
as the same have been prescribed and the authority of the board to designate
and prescribe the relative rights, preferences and limitations of other series.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT--______________ Custodian ______________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act__________________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
FOR VALUE RECEIVED,__________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
| |
______________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP
CODE, OF ASSIGNEE)
______________________________________________________________________
______________________________________________________________________
________________________________________________________________SHARES
OF THE CAPITAL STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ________________ATTORNEY TO
TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED CORPORATION
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED__________________________
_______________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN MCN CORPORATION AND FIRST CHICAGO
TRUST COMPANY OF NEW YORK, DATED AS OF DECEMBER 20, 1989 (THE "RIGHTS
AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND
A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF MCN
CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT,
SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE
EVIDENCED BY THIS CERTIFICATE. MCN CORPORATION WILL MAIL TO THE HOLDER OF THIS
CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A
WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE
RIGHTS AGREEMENT, RIGHTS ISSUED TO ANY PERSON WHO BECOMES AN ACQUIRING PERSON
(AS DEFINED IN THE RIGHTS AGREEMENT) MAY BECOME NULL AND VOID.
<PAGE> 1
EXHIBIT 5-1
December 29, 1994
MCN Corporation
500 Griswold
Detroit, Michigan 48226
Ladies and Gentlemen:
This opinion is rendered in connection with the Registration Statement on
Form S-3 to be filed by MCN Corporation (MCN) and the MCN Corporation Dividend
Reinvestment Plan (the Plan) with respect to the Common Stock, $.01 par value,
of MCN offered in connection therewith.
I have served as counsel to MCN in connection with the filing referenced
above. I have examined the Articles of Incorporation and the By-Laws of MCN and
such other corporate records, documents and instruments and have made such
investigations of law and fact as I have deemed necessary to render the opinions
set forth below:
On the basis of the foregoing, I am of the opinion that:
1. MCN is a corporation duly organized and validly existing under and
pursuant to the laws of the State of Michigan.
2. The shares of MCN Common Stock which are covered by the Registration
Statement when sold will be legally issued by MCN, duly authorized,
fully paid and nonassessable.
I hereby consent to the use and filing of this opinion as Exhibit 5-1 to
the Registration Statement.
Very truly yours,
/s/ Daniel L. Schiffer
- - ----------------------------------------
Vice President, General Counsel and
Secretary
<PAGE> 1
EXHIBIT 23-1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of MCN Corporation on Form S-3 of the reports of Deloitte & Touche dated
February 8, 1994, appearing in and incorporated by reference in the Annual
Report on Form 10-K of MCN Corporation for the year ended December 31, 1993 and
to the reference to Deloitte & Touche LLP under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
----------------------------------------
DELOITTE & TOUCHE LLP
Detroit, Michigan
December 27, 1994
<PAGE> 1
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Daniel L. Schiffer and Patrick Zurlinden, and each of them, his true and
lawful attorneys and agents, each with full power and authority (acting alone
and without the other) to execute in the name and on behalf of the undersigned
as such director or officer, a Registration Statement on Form S-3, including any
post-effective amendments or other filings in connection therewith, under the
Securities Act of 1933, as amended, with respect to the issuance of up to
1,000,000 shares of MCN Common Stock for the MCN Corporation Dividend
Reinvestment Plan; hereby granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and hereby
ratifying and confirming all that such attorneys and agents, or any of them, may
do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Alfred R. Glancy III
--------------------------------------
ALFRED R. GLANCY III
<PAGE> 2
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ William K. McCrackin
--------------------------------------
WILLIAM K. MCCRACKIN
<PAGE> 3
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Stephen E. Ewing
--------------------------------------
STEPHEN E. EWING
<PAGE> 4
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Roger Fridholm
--------------------------------------
ROGER FRIDHOLM
<PAGE> 5
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Frank M. Hennessey
--------------------------------------
FRANK M. HENNESSEY
<PAGE> 6
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Thomas H. Jeffs II
--------------------------------------
THOMAS H. JEFFS II
<PAGE> 7
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Arthur L. Johnson
--------------------------------------
ARTHUR L. JOHNSON
<PAGE> 8
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Dale A. Johnson
--------------------------------------
DALE A. JOHNSON
<PAGE> 9
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, her true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Helen O. Petrauskas
--------------------------------------
HELEN O. PETRAUSKAS
<PAGE> 10
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III, Daniel L. Schiffer and Patrick Zurlinden, and each
of them, his true and lawful attorneys and agents, each with full power and
authority (acting alone and without the others) to execute in the name and on
behalf of the undersigned as such director or officer, a Registration Statement
on Form S-3, including any post-effective amendments or other filings in
connection therewith, under the Securities Act of 1933, as amended, with respect
to the issuance of up to 1,000,000 shares of MCN Common Stock for the MCN
Corporation Dividend Reinvestment Plan; hereby granting to such attorneys and
agents, and each of them, full power of substitution and revocation in the
premises; and hereby ratifying and confirming all that such attorneys and
agents, or any of them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 15th day of
December, 1994.
/s/ Howard F. Sims
--------------------------------------
HOWARD F. SIMS
<PAGE> 11
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned director or officer of MCN Corporation, a corporation
formed under the laws of the State of Michigan, does hereby constitute and
appoint Alfred R. Glancy III and Daniel L. Schiffer, and each of them, his true
and lawful attorneys and agents, each with full power and authority (acting
alone and without the other) to execute in the name and on behalf of the
undersigned as such director or officer, a Registration Statement on Form S-3,
including any post-effective amendments or other filings in connection
therewith, under the Securities Act of 1933, as amended, with respect to the
issuance of up to 1,000,000 shares of MCN Common Stock for the MCN Corporation
Dividend Reinvestment Plan; hereby granting to such attorneys and agents, and
each of them, full power of substitution and revocation in the premises; and
hereby ratifying and confirming all that such attorneys and agents, or any of
them, may do or cause to be done by virtue of these presents.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of
December, 1994.
/s/ Patrick Zurlinden
----------------------------------------
PATRICK ZURLINDEN
<PAGE> 1
EXHIBIT 99-1
ENROLLMENT AUTHORIZATION FORM
(FOR MORE INFORMATION SEE REVERSE)
<TABLE>
<S> <C> <C>
DIVIDEND REINVESTMENT PLAN
MCN CORPORATION
COMMON STOCK PLEASE ENROLL MY ACCOUNT AS FOLLOWS:
PLEASE PRINT YOUR NAME AND ADDRESS BELOW: Place an "X" in ONE of the boxes only, using black or blue ink / X / ).
/ / 1. FULL DIVIDEND REINVESTMENT -- Reinvest any dividends that may become payable
to me on all Common Stock now or hereafter registered to me and any voluntary
cash payments I may choose to send.
/ / 2. PARTIAL DIVIDEND REINVESTMENT -- Reinvest any dividends that may become
payable to me on the following shares of my Common Stock and any voluntary cash
payments I may choose to send. / Shs. /
/ / 3. VOLUNTARY CASH PAYMENTS ONLY -- Invest the attached cash payment and any
future voluntary cash payments I may choose to send.
Signature(s) of I understand that I may change or revoke this authorization at any time by
Registered Owner(s) notifying First Chicago, in writing, of my desire to change or terminate my
Date participation.
ALL JOINT OWNERS MUST SIGN Date NOTE: Voluntary cash payments may be made with all enrollment options -- use form
below.
</TABLE>
<PAGE> 2
ENROLLMENT AUTHORIZATION FORM
I hereby appoint First Chicago Trust Company of New York as my agent under the
terms and conditions of the Dividend Reinvestment and Voluntary Cash Payment
Plan as described in the notice which accompanied this Enrollment Authorization
Form.
INSTRUCTIONS
1. Please check ONLY ONE of the 3 boxes (No. 1 or No. 2 or No. 3). If you do
not check any box, then Box 1 - FULL DIVIDEND REINVESTMENT will be assumed.
2. If you checked Box 2, and:
- If you wish to reinvest cash dividends on ALL of the shares now
registered in you name BUT NOT on any additional shares that may be
registered in your name in the future, write the total number of
shares now registered in your name in the space provided.
- If you wish to reinvest cash dividends on LESS THAN ALL of the
shares now registered in your name and continue to receive a check for
cash dividends on the remaining shares, write the number of shares on
which you do wish dividends reinvested in the space provided.
3. Under each of the 3 options, regardless of the one you select, dividends
received on shares accumulated and held under the Plan will be reinvested.
4. Be sure to date and sign this form and return it to First Chicago Trust
Company of New York, P.O. Box 2598, Jersey City, N.J. 07303-2598
DO NOT RETURN THIS FORM UNLESS YOU INTEND TO PARTICIPATE
SINCE THIS FORM AUTHORIZES THE ENROLLMENT OF YOUR ACCOUNT IN THE PLAN.
<PAGE> 1
EXHIBIT 99-2
(Detach)
<TABLE>
<S> <C> <C>
DIVIDEND REINVESTMENT PLAN To purchase additional shares please make
VOLUNTARY CASH PAYMENT FORM check or money order payable in United
MCN CORPORATION States dollars to First Chicago Trust Co.
COMMON STOCK (Please note your account number and
PLEASE PRINT YOUR NAME AND ADDRESS BELOW: company code on payment.)
DO NOT SEND CASH.
Amount Enclosed $______________________________
MAIL PAYMENT TOGETHER WITH THIS FORM IN THE
POSTAGE PRE-PAID ENVELOPE PROVIDED OR TO THE
ADDRESS SHOWN ON THE REVERSE.
Daytime Telephone Number.
( ) ___________________________
Area Code
</TABLE>
<PAGE> 2
VOLUNTARY CASH PAYMENT INFORMATION
VOLUNTARY CASH PAYMENTS SHOULD BE MAILED IN THE POSTAGE PRE-PAID ENVELOPE
PROVIDED OR TO FIRST CHICAGO TRUST COMPANY OF NEW YORK, P.O. BOX 2598, JERSEY
CITY, N.J. 07303-2598.
Please make check or money order payable to First Chicago Trust Company and
note your account number and company code on the front of the payment.
<PAGE> 1
EXHIBIT 99-3
[MCN LOGO]
DEAR SHAREHOLDER:
MCN is pleased to make available to you the MCN Corporation Dividend
Reinvestment and Stock Purchase Plan through First Chicago Trust Company of New
York (the "Agent").
The Plan offers you the opportunity to reinvest all or a portion of your
quarterly cash dividends, as well as make supplemental cash contributions toward
the purchase of additional MCN Common Stock. The Plan is voluntary. There are no
service charges or brokerage fees for purchases under the Plan. We think you
will find that the Plan offers a convenient and inexpensive way to increase your
MCN Common Stock holdings.
The benefits and key features of the Plan are summarized on the following pages
and also detailed in the attached Prospectus. Please read the Prospectus
carefully before enrolling. For your convenience, you may enroll by calling
1-800-344-9713.
Sincerely,
[SIG]
Alfred R. Glancy III
Chairman, President and
Chief Executive Officer
<PAGE> 2
THE BENEFITS
If you directly hold MCN Common Stock or the preferred stock of Michigan
Consolidated Gas Company, the MCN Corporation Dividend Reinvestment and Stock
Purchase Plan provides several benefits:
- - - Increased MCN Common Stock holdings with no service charges or brokerage fees.
- - - Automatic dividend reinvestment of MCN Common Stock.
- - - Optional monthly cash purchases of additional stock ($25 minimum and maximum
of $50,000 annually).
- - - Direct monthly transfers from your bank account for the purchase of additional
MCN Common Stock ($1 transaction fee will be charged to your bank account).
- - - Simplified record-keeping through detailed statements mailed by the Agent
after each dividend reinvestment and/or optional cash investment.
- - - Safekeeping of any MCN Common Stock certificates you now hold.
- - - Join, terminate or sell your shares at any time.
KEY FEATURES OF THE PLAN
1. You may join the plan by calling 1-800-344-9713 or by completing and
returning an authorization form to the Agent.
2.You may make optional monthly cash purchases by sending payments to the Agent
in any amount up to $50,000 per year which will be used to purchase more MCN
Common Stock for you. A minimum cash investment of $25 per payment is
required.
3.The Agent will invest the total amount of your cash dividends on both the
shares held directly by you and designated for reinvestment and on any shares
you hold through the Plan as well as any optional cash purchases.
4.Participants in the Plan may submit any MCN Common Stock certificates for
safekeeping by the Agent. Dividends on any such shares must be reinvested in
additional shares of MCN Common Stock.
<PAGE> 3
5. You may terminate participation at any time by notifying the Agent in writing
or calling 1-800-344-9713. Upon termination, certificates for any full shares
will be issued in your name. Fractional shares will be converted to cash on
the basis of the then current market price of MCN Common Stock. If you
desire, all or part of your shares can be sold and the proceeds sent to
you, less any brokerage commissions (currently 12c per share), a service
fee (currently no more than $10) and applicable taxes.
6. All communications regarding the Plan should be addressed to the Agent at the
following address:
First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 1-800-344-9713
7. If shares are held through a broker or in a nominee name, you must first
transfer the shares into your name before you may participate in the Plan and
have cash dividends on those shares reinvested under the Plan. To have the
shares transferred to your name, you should contact your broker to arrange
the necessary transfer.
<PAGE> 1
EXHIBIT 99-4
MCN CORPORATION RESTATED DIVIDEND REINVESTMENT PLAN
1. The purpose of this Dividend Reinvestment Plan ("Plan") is to
provide holders of record of shares of common stock of MCN Corporation ("MCN")
and holders of record of Michigan Consolidated Gas Company Preferred Stock
$2.05 Series, as well as holders of record of any other series of preferred or
preference stock which may be issued in the future and to whom the Plan has
been expressly extended by the Board of Directors of MCN ("Participating
Securities"), with a convenient and economic way of investing cash dividends
and optional cash payments to purchase shares of common stock of MCN ("Shares")
without payment of any brokerage commission or service charge.
2. The Board of Directors of MCN shall appoint an administrator
("Agent") to act as agent for participants of the Plan. Any shareholder of
record who holds Participating Securities may elect to participate in the Plan
by completing and mailing an authorization form to the Agent or by telephoning
the Agent. In connection with such election, or at any time subsequent thereto,
a shareholder may elect to submit to the Agent any certificates for Shares then
owned and in the possession of such shareholder. Upon receipt of such
certificates and appropriate written instructions, the related Shares will be
accepted and held by the Agent together with any other Shares purchased under
the Plan. Any such Shares submitted by a shareholder will be treated by the
Agent as if such Shares had been purchased under the Plan.
-1-
<PAGE> 2
After a shareholder authorization form is received and processed by the
Agent, the Agent will establish an account for such shareholder. Each
participant under the Plan also may elect total or partial reinvestment of
dividends, and any authorization must be signed by all persons in whose names
the Participating Securities covered by the authorization are registered or
their authorized representatives. Each participant also may make voluntary
optional cash payments to the Plan. Optional cash payments may be made
periodically in any amount up to $50,000 annually with a $25 minimum investment
required. Each optional cash payment by a participant must be made by check or
money order in U.S. funds, payable to the order of the Agent, and mailed or
delivered to the Agent with written advice that the remittance is being made
for participation in the Plan, or by electronic funds transfer or other method
acceptable to the Agent. Upon written request or a telephone call, the Agent
will return any amount received as an optional cash payment to the participant,
provided such request is received by the Agent not less than 48 hours prior to
the time for investment of the optional cash payment.
3. All costs of administration of the Plan will be paid by MCN.
However, if a participant wishes to terminate his or her participation in the
Plan, such participant will be required to pay a handling charge and any
applicable brokerage commission and transfer tax.
-2-
<PAGE> 3
4. The Agent will retain all funds from, or on behalf of, a
participant for the purchase of Shares. These funds represent cash dividends
(both on Participating Securities held in the name of the participant and
designated for reinvestment and on any full or fractional Shares held under the
Plan for which authorization has been received), and optional cash payments
received by the Agent from participants. Unless otherwise authorized or
directed by the officers of MCN, the Agent may make purchases on any securities
exchange where Shares are traded, in the over-the-counter market or in
negotiated transactions.
Shares purchased on behalf of participants by the Agent from MCN, shall
be priced at the average of the highest and lowest per share trading prices of
MCN Common Stock on the New York Stock Exchange (Consolidated Tape
Transactions) on the issuance date of the Shares. Such issuance date shall be,
in the case of reinvested dividends, the dividend payment date except when such
date is a Saturday, Sunday or other day for which the New York Stock Exchange
is not open. In the latter instance, such issuance date will be the first
business day of the New York Stock Exchange following the dividend payment
date. In months in which cash dividends are paid on MCN Common Stock, the
issuance date for optional cash payments (the "Optional Cash Payment issuance
Date") will be the same as the issuance date for the reinvested dividends. In
other months, the Optional Cash Payment Issuance Date will be the 25th of the
month except when such date is a Saturday, Sunday or other day for which the
New York Stock
-3-
<PAGE> 4
Exchange is not open. In the latter instance, the Optional Cash Payment
Issuance Date will be the first business day of the New York Stock Exchange
following the 25th of the month.
The price for purchases of Shares made other than from MCN shall be the
average price of all Shares purchased by the Agent for the participants with
the proceeds of single cash dividend together with any optional cash payments
then available for investment. The Agent shall use his best efforts to effect
such purchases as soon as practicable following each dividend payment date or
Optional Cash Payment Issuance Date as the case may be. The Agent will effect
such purchases as soon as practicable following the issuance dates designated
by the Plan for the purchase of Shares from MCN. Should market conditions or
other factors not permit the agent to complete the investment of funds in
Shares purchased other than from MCN prior to the earlier of either the next
dividend payment date of any Participating Security or Optional Cash Payment
Issuance Date, then the Agent will designate those Shares first purchased as
attributable to funds available prior to such dividend payment date or Optional
Cash Paymant Issuance Date, whichever the case may be.
If funds received from or on behalf of a participant are insufficient to
buy a full Share (or Shares), the Agent will credit the participant's account
with a fractional share computed to three decimal places. The Agent will hold
the Shares of all participants together in its name or that of its nominee. In
making purchases for a participant's account, the Agent may
-4-
<PAGE> 5
commingle the participant's funds with those of other participants. For a
number of reasons, including observance of rules and regulations of the
Securities and Exchange Commission or other regulatory agencies requiring
temporary curtailment or suspension of purchases, it is recognized that it may
be impossible for all or part of the amount of funds available in a
participant's account to be applied to the purchase of Shares on or before the
next ensuing dividend date or other issuance date. If any Securities and
Exchange Commission suspension of the trading in Shares remains effective for
ninety consecutive days, the Agent shall remit all cash in a participant's
account to the participant promptly after such ninetieth day. No interest will
be paid on funds held by the Agent pending investment.
5. No certificates will be issued to a participant for Shares
purchased unless the participant so requests or until the participant's
account is terminated. Any participant may request that certificates in the
participant's name be issued after every purchase. Each request for a
certificate must be made by a separate written instruction or telephone call to
the Agent. No certificate for a fractional Share will be issued. A fractional
interest in a Share will entitle a participant's account to be credited with
corresponding fractional dividends.
6. As soon as practicable after each purchase, a participant shall
receive a statement of his or her account from the Agent.
-5-
<PAGE> 6
7. All proxy solicitation material shall be mailed to participants.
Shares held for any participant's account will be voted only upon the direction
of such participant. Failure of a participant to provide such direction, by
properly completing the form of proxy provided by MCN, will result in a
participant's Shares not being voted unless such participant votes in person at
the meeting for which proxy material was distributed.
8. Any stock dividends or split shares distributed by MCN on Shares
held by the Agent for the participant, and Shares held by the participant upon
which cash dividends are reinvested, will be credited to the participant's
account. In the event that MCN makes available to its shareholders rights to
purchase additional Shares, or any other securities, the Agent will sell such
rights or other securities accruing to the Shares held by it for participants
for which cash dividends are reinvested and invest the resultant funds in
Shares prior to or with the next regular issuance date for which Shares would
be issued under the Plan. A participant who wishes to receive directly any such
rights or other securities may do so by sending to the Agent, at least two
weeks prior to the rights or securities offering record date, a written request
that certificates for rights or any other securities be sent to the
participant.
9. Except as otherwise expressly provided herein, a participant may
not sell, pledge, hypothecate or otherwise assign or transfer his account, any
interest therein, or any cash or stock credited to his account. No attempt at
any such sale,
-6-
<PAGE> 7
pledge, hypothecation or other assignment or sales shall be effective.
10. Participants may withdraw from the Plan by sending written notice
of withdrawal to the Agent, provided such notice is received by the Agent at
least ten (10) business days before the next MCN Common Stock dividend record
date and is received at least ten (10) business days before the next dividend
record date for other Participating Securities owned by the participant
electing withdrawal. Thereafter, the account of the withdrawing participant
will be terminated by the Agent. Where receipt of such written notice does not
meet the above-described conditions, the Agent will defer withdrawal until
after the reinvestment of any dividend amounts for the Participating Security
or Securities. All dividends with a record date after withdrawal will be sent
directly to the participant. Upon withdrawal, if the participant requests by
written notice to the Agent, the participant's Shares will be sold and the
proceeds delivered to the participant, less a handling charge and brokerage
commission and any applicable transfer taxes. Unless authorized by an officer
of MCN, the Agent will in all cases of withdrawal where the participant
requests a sale of Shares, not utilize such Shares for any purpose under the
Plan. In every case of withdrawal, the participant's interest in a fractional
Share will be distributed in cash at the then current market value of Shares.
If a participant disposes of all Shares registered in the participant's name
on the books of MCN, notification must be
-7-
<PAGE> 8
given to the Agent regarding the disposition of Shares in the participant's
account with the Agent. If the Agent should be unable to obtain instructions
from the participant, it may, in its discretion, continue to reinvest the
dividends until otherwise notified.
11. The Plan may be amended, supplemented, terminated or suspended at
any time by MCN by giving notice to the agent and each participant at the last
address of record.
12. The Agent will not be liable hereunder for any act done in good
faith, or for any good faith omission to act, including, without limitation,
any claims of liability (a) arising out of failure to terminate the
participant's account upon the participant's death or otherwise prior to
receipt of notice in writing in accordance with section 10 of such death,
accompanied by documentation satisfactory to the Agent, or failure to terminate
a participant's account for other reasons, or (b) with respect to the prices at
which shares or rights described in section 8 are purchased or sold for the
participant's account or the timing or terms of such purchases or sales or the
Agent's inability to purchase any Shares, or (c) with respect to the market
value of any Shares acquired for the participant's account or any fluctuation
in the market value of Shares or sale of Shares or sale of rights or other
securities described in section 8 for the participant's account.
13. MCN shall be responsible for interpreting and construing the Plan
provisions and the terms and conditions of
-8-
<PAGE> 9
this Plan and Authorization shall be governed by the Laws of the State of
Michigan.
IN WITNESS WHEREOF, MCN Corporation has caused this Plan to be executed
as of this 15th day of December, 1994.
MCN CORPORATION
By: /s/ Daniel L. Schiffer
------------------------
Daniel L. Schiffer
Vice President,
General Counsel
and Secretary
-9-
