<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MCN CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-2820658
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
500 Griswold Street, Detroit, Michigan 48226
(Address of Principal Executive Offices) (Zip Code)
MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN
(Full Title of the Plan)
Daniel L. Schiffer
Vice President, General Counsel
and Secretary
MCN Corporation
500 Griswold Street
Detroit, Michigan 48226
(Name and Address of Agent for Service)
(313) 256-5500
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
Title of Amount of Proposed Proposed
Additional Additional Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
MCN Corporation
Common Stock,
$.01 par value 250,000 $39.063 $9,765,750 $3,368
Shares
</TABLE>
(1) Based on the average of the high and low prices in the daily composite
list for transactions on the New York Stock Exchange on March 22, 1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
MCN Corporation (the "Registrant") hereby incorporates by reference in this
Registration Statement all contents, including those incorporated by reference,
of the Registrant's Registration Statements on Form S-8 dated January 27, 1989
(Registration No. 33-26719) and Form S-8 dated January 9, 1992
(Registration No. 33-44976).
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the dates of filing of such documents.
<PAGE> 3
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
5-1 Opinion of Daniel L. Schiffer, General Counsel for the Registrant*
The Registrant undertakes to submit or has submitted the Plan and
any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal
Revenue Code.
23-1 Consent of Deloitte & Touche, Detroit, Michigan*
23-2 Consent of Daniel L. Schiffer, Vice President, General Counsel and
Secretary of the Registrant (included in Exhibit 5-1)
24-1 Powers of Attorney*
24-2 Board Resolution authorizing issuance of common equity*
</TABLE>
- ------------------
* Indicates documents filed herewith.
<PAGE> 4
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-8 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 the 25th day of
March, 1994.
MCN CORPORATION
By:
/s/ Patrick Zurlinden
------------------------------
Patrick Zurlinden
Controller and
Chief Accounting Officer
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>
Title Date
----- ----
<S> <C> <C>
*
- ----------------------------
Alfred R. Glancy III Director, Chairman,
President and Chief
Executive Officer March 25, 1994
*
- ----------------------------
William K. McCrackin Director, Vice
Chairman and Chief
Financial Officer March 25, 1994
By: /s/ Patrick Zurlinden
-------------------------- Controller and Chief
Patrick Zurlinden Accounting Officer March 25, 1994
*
- ---------------------------- Director March 25, 1994
Stephen E. Ewing
*
- ----------------------------
Roger Fridholm Director March 25, 1994
*
- ----------------------------
Frank M. Hennessey Director March 25, 1994
*
- ----------------------------
Thomas H. Jeffs II Director March 25, 1994
*
- ----------------------------
Arthur L. Johnson Director March 25, 1994
*
- ----------------------------
Dale A. Johnson Director March 25, 1994
- ----------------------------
Helen O. Petrauskas Director
*
- ----------------------------
Howard F. Sims Director March 25, 1994
</TABLE>
*By:
/s/ Patrick Zurlinden
--------------------------
Patrick Zurlinden
Attorney-in-Fact
<PAGE> 5
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
5-1 Opinion of Daniel L. Schiffer, General Counsel for the Registrant*
23-1 Consent of Deloitte & Touche, Detroit, Michigan*
23-2 Consent of Daniel L. Schiffer, Vice President, General Counsel and
Secretary of the Registrant (included in Exhibit 5-1)
24-1 Powers of Attorney*
24-2 Board Resolution authorizing issuance of common equity*
</TABLE>
- ------------------
* Indicates documents filed herewith.
<PAGE> 1
EXHIBIT 5-1
March 25, 1994
MCN Corporation
500 Griswold Street
Detroit, MI 48226
Ladies and Gentlemen:
I am acting as counsel for MCN Corporation, a Michigan corporation in
connection with the sale of up to 250,000 additional shares of MCN Common
Stock, $.01 par value ("MCN Common Stock") which are being sold by MCN pursuant
to the terms of the MichCon Investment and Stock Ownership Plan. These shares
of MCN Common Stock are in addition to the 100,000 shares which were registered
under the Securities Act of 1933, as amended, (the "1933 Act") filed on January
9, 1992. The additional shares of MCN Common Stock are being registered under
the 1933 Act by a Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on March 25, 1994.
In preparation for rendering my opinion hereafter expressed, I have examined
the originals or copies, certified to my satisfaction, of such corporate
records and other documents and certificates as I have deemed necessary.
Based upon the above, 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 of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ DANIEL L. SCHIFFER
- ---------------------------------------
Daniel L. Schiffer
Vice President, General Counsel & Secretary
MCN Corporation
<PAGE> 1
EXHIBIT 23-1
INDEPENDENT AUDITORS' CONSENT
- -----------------------------
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our reports 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 of our report dated June 15, 1993 appearing in the
Annual Report on Form 11-K of the MichCon Investment and Stock Ownership Plan
for the year ended December 31, 1992.
/s/ DELOITTE & TOUCHE
- ------------------------
DELOITTE & TOUCHE
Detroit, Michigan
March 24, 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 others) to execute in the name and on behalf of the
undersigned as such director or officer, Registration Statements on Form S-8,
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 400,000 shares of MCN Common Stock for the MichCon Savings
and Stock Ownership Plan and 250,000 shares of MCN Common Stock for the MichCon
Investment and Stock Ownership 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 24th day of
March, 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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/s/ STEPHEN E. EWING
-----------------------
Stephen E. Ewing
<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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/s/ WILLIAM K. MCCRACKIN
-------------------------------
William K. McCrackin
<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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/s/ ARTHUR L. JOHNSON
-------------------------
Arthur L. Johnson
<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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/s/ HOWARD F. SIMS
-------------------------
Howard F. Sims
<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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/s/FRANK M. HENNESSEY
--------------------------
Frank M. Hennessey
<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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/s/ ROGER FRIDHOLM
-------------------------
Roger Fridholm
<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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/s/ THOMAS H. JEFFS II
---------------------------
Thomas H. Jeffs II
<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, 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, Registration
Statements on Form S-8, 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 400,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 250,000 shares of MCN Common
Stock for the MichCon Investment and Stock Ownership 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 24th day of
March, 1994.
/S/ DALE A. JOHNSON
----------------------------
Dale A. Johnson
<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 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 others) to execute in the name and on behalf of the
undersigned as such director or officer, Registration Statements on Form S-8,
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 400,000 shares of MCN Common Stock for the MichCon Savings
and Stock Ownership Plan and 250,000 shares of MCN Common Stock for the MichCon
Investment and Stock Ownership 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 24th day of
March, 1994.
/s/PATRICK ZURLINDEN
-------------------------
Patrick Zurlinden
<PAGE> 1
EXHIBIT 24-2
MCN CORPORATION
CERTIFIED COPY OF RESOLUTION
I, Daniel L. Schiffer, Vice President, General Counsel and Secretary of MCN
Corporation, a Michigan corporation, DO HEREBY CERTIFY that the following is a
true and complete copy of a resolution duly adopted by the Board of Directors
of MCN Corporation on February 24, 1994:
WHEREAS, the Board of Directors has determined that it was desirable and in
the best interest of the Corporation that it be able to issue shares of its
Common Stock for purchase by the Corporation's Dividend Reinvestment Plan,
MichCon's Savings and Investment Plans, and Genix Corporation's Retirement
Savings Plan for Salaried Employees and for awards of restricted stock under
the Corporation's Stock Incentive Plan, and such Plans permit the use of
original issue stock in addition to stock acquired through open market
purchases.
WHEREAS, the Board of Directors has determined that it is also desirable and
in the best interest of the Corporation that it be able to authorize and
issue 650,000 additional shares of its Common Stock for purchase by MichCon's
Savings and Investment Plans.
NOW THEREFORE BE IT RESOLVED, that the Board authorizes the issuance of up
to an aggregate of 650,000 shares of the Corporation's Common Stock to be
issued in connection with the MichCon's Savings and Investment Plans at a
price equal to the market value of the Corporation's Common Stock at the time
of sale or otherwise based on market price as set forth in any such Plan.
FURTHER RESOLVED, that the officers of the Corporation, and each of them,
are authorized to execute any and all documents, and take any and all further
actions as they, or any of them, may deem necessary or advisable in
connection with the foregoing, including but not limited to:
(a) executing and filing an application, and any and all amendments
thereto, with the New York Stock Exchange for the listing of up to
650,000 shares of the Corporation's common stock.
(b) executing such documents and effecting such filings as may be required
under Blue Sky laws.
(c) retaining and employing counsel and others whose service may be
necessary or desirable in connection with the issuance and sale of
such stock.
I further certify that said resolution remains in full force and effect on the
date thereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of March, 1994.
/s/ DANIEL L. SCHIFFER
-------------------------------------
Daniel L. Schiffer
Vice President, General Counsel
and Secretary
