<PAGE> 1
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 SAVINGS AND STOCK OWNERSHIP PLAN
(Full Title of the Plan)
Daniel L. Schiffer
Senior 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 900,000 $23.250 $20,925,000 $7,216
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 28, 1996
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
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 Statement on Form S-8 dated March
25, 1994 (Registration No. 33-52827).
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
PAGE 3
Item 8. Exhibits
Exhibit
Number Exhibit
- ------- -------
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 LLP, 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*
- ----------------
* Indicates documents filed herewith.
<PAGE> 4
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 1st day of April,
1996.
MCN CORPORATION
----------------------------------
(Registrant)
By: /s/ Patrick Zurlinden
------------------------------
Patrick Zurlinden
Vice President, 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>
* Director, Chairman, President and April 1, 1996
- ---------------------------------------------------------------- Chief Executive Officer
Alfred R. Glancy III
* Director, Vice Chairman April 1, 1996
- ---------------------------------------------------------------- and Chief Financial Officer
William K. McCrackin
By: /s/ Patrick Zurlinden Vice President, Controller and April 1, 1996
- ---------------------------------------------------------------- Chief Accounting Officer
Patrick Zurlinden
* Director April 1, 1996
- ----------------------------------------------------------------
Stephen E. Ewing
* Director April 1, 1996
- ----------------------------------------------------------------
Roger Fridholm
* Director April 1, 1996
- ----------------------------------------------------------------
Frank M. Hennessey
* Director April 1, 1996
- ----------------------------------------------------------------
Thomas H. Jeffs II
* Director April 1, 1996
- ----------------------------------------------------------------
Arthur L. Johnson
* Director April 1, 1996
- ----------------------------------------------------------------
Dale A. Johnson
* Director April 1, 1996
- ----------------------------------------------------------------
Helen O. Petrauskas
* Director April 1, 1996
- ----------------------------------------------------------------
Howard F. Sims
*By: /s/ Patrick Zurlinden
- ----------------------------------------------------------------
Patrick Zurlinden
Attorney-in-Fact
</TABLE>
<PAGE> 5
Exhibit
Number Exhibit Index Description
------- -------------------------
5-1 Opinion of Daniel L. Schiffer, General Counsel for the Registrant*
23-1 Consent of Deloitte & Touche LLP, 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*
- ------------------
* Indicates documents filed herewith.
<PAGE> 1
EXHIBIT 5-1
April 1, 1996
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 900,000 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 Savings and Stock Ownership Plan. The additional
shares of MCN Common Stock are being registered under the Securities Act of
1933, as amended, by a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on April 1, 1996.
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 5-1 to the
Registration Statement.
Very truly yours,
/s/ Daniel L. Schiffer
- --------------------------------
Daniel L. Schiffer
Senior 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, 1996 appearing in and
incorporated by reference in the Annual Report on Form 10-K of MCN Corporation
for the year ended December 31, 1995, and of our report dated June 15, 1995
appearing in the Annual Report on Form 11-K of the MichCon Savings and Stock
Ownership Plan for the year ended December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
- --------------------------
DELOITTE & TOUCHE LLP
Detroit, Michigan
March 29, 1996
<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 900,000 shares of MCN Common Stock for the MichCon Savings
and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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, 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 900,000 shares of MCN Common Stock for
the MichCon Savings and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/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 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 900,000 shares of MCN Common Stock for the MichCon Savings
and Stock Ownership Plan and 600,000 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 28th day
of March, 1996.
/s/ Patrick Zurlinden
---------------------
Patrick Zurlinden
<PAGE> 1
EXHIBIT 24-2
MCN CORPORATION
CERTIFIED COPY OF RESOLUTION
I, Daniel L. Schiffer, Senior 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 22, 1996:
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 an additional 900,000 and 600,000 shares of its
Common Stock for purchase by MichCon's Savings and Investment Plans,
respectively.
NOW THEREFORE BE IT RESOLVED, that the Board authorizes the issuance
to MichCon's Savings and Investment Plans of up to 900,000 shares and up
to 600,000 shares, respectively, of the Corporation's Common Stock to be
issued at prices equal to the market value of the Corporation's Common
Stock at the time of sale or otherwise based on market prices as set
forth in any each 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 1,500,000 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 1st day of April,
1996.
/s/ Daniel L. Schiffer
----------------------
Daniel L. Schiffer
Senior Vice President,
General Counsel and Secretary
