<PAGE> 1
As filed with the Securities and Exchange Commission on March 7, 1996
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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<TABLE>
<S> <C>
MCN INVESTMENT CORPORATION MCN CORPORATION
As Issuer and Registrant of Debt As Issuer and Registrant of
Securities Obligations
(Exact name of registrant as Pursuant to Support Agreement
specified in its charter) (Exact name of registrant as
specified in its charter)
MICHIGAN MICHIGAN
(State or other jurisdiction of (State or other jurisdiction of
Incorporation or organization) Incorporation or organization)
38-2663964 38-2820658
(I.R.S. Employer Identification (I.R.S. Employer Identification
No.) No.)
150 W. JEFFERSON AVE., SUITE 1800 500 GRISWOLD STREET
DETROIT, MICHIGAN 48226 DETROIT, MICHIGAN 48226
(313) 256-5500 (313) 256-5500
(Address, including zip code, and (Address, including zip code, and
telephone number, including telephone number, including
area code, of registrant's area code, of registrant's
principal executive office) principal executive office)
</TABLE>
DANIEL L. SCHIFFER, ESQ.
SENIOR 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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Copy To:
WILLIAM S. LAMB, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019-5389
(212) 424-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time as determined by market conditions 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. / /
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, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE REGISTRATION FEE
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Debt Securities................... $500,000,000 100% $500,000,000 $172,414
Obligations Pursuant to the
Support Agreement............... (2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) No separate consideration will be received for the obligations pursuant to
the Support Agreement.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities
may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 7, 1996
PROSPECTUS
$500,000,000
MCN INVESTMENT CORPORATION
DEBT SECURITIES
ENTITLED TO THE BENEFITS OF A SUPPORT AGREEMENT BY
LOGO
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MCN Investment Corporation, a Michigan Corporation ("MCN Investment" or the
"Company"), may offer, from time to time, its unsecured notes, debentures, or
other unsecured evidence of indebtedness (the "Debt Securities"), in one or more
series, in an aggregate principal amount of up to $500,000,000. Debt Securities
may be issued in registered form without coupons or in the form of one or more
global securities (each a "Global Security"). The Debt Securities are entitled
to the benefits of the Support Agreement between MCN Investment and its parent
company, MCN Corporation ("MCN"), whereby MCN will provide funds to MCN
Investment to pay principal, premium, if any, and interest on the Debt
Securities in the event of default by MCN Investment. See "Description of Debt
Securities" and "Support Agreement."
When a particular series of Debt Securities is offered, a supplement to
this Prospectus will be delivered (the "Prospectus Supplement") together with
this Prospectus setting forth the terms of such Debt Securities, including where
applicable, the specific designation, aggregate principal amount, denominations,
maturity, rate (which may be fixed or variable) and time of payment of interest,
any terms for redemption, any terms for repayment at the option of the holder,
any terms for sinking fund payments, the initial public offering price, the
names of, and the principal amounts to be purchased by or sold through,
underwriters, agents or dealers and the compensation of such underwriters,
agents or dealers, any listing of the Debt Securities on a securities exchange
and other terms in connection with the offering and sale of such Debt
Securities.
MCN Investment may sell the Debt Securities to or through dealers or
underwriters, directly to other purchasers or through agents. See "Plan of
Distribution." Underwriters may include Merrill Lynch & Co. (Merrill Lynch,
Pierce, Fenner & Smith Incorporated) or such other underwriter or underwriters
as may be designated by MCN Investment, or an underwriting syndicate represented
by one or more of such firms. Such firms may also act as agents. The Prospectus
Supplement will set forth the names of such underwriters, dealers or agents, if
any, any applicable commissions or discounts and the proceeds to MCN Investment
from such sales.
The Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement applicable to the Debt Securities
being sold.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1996.
<PAGE> 3
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 "SEC"). Reports, proxy statements and other information
concerning MCN can be inspected and copied at the SEC's Public Reference Room,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, as well as the
following Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New
York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the SEC at Judiciary Plaza, 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, Inc., on which MCN's common stock is traded, at 20
Broad Street, New York, New York 10005.
MCN Investment and MCN have filed a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") with the SEC under the Securities Act of 1933, as amended (the
"Securities Act") with respect to the Debt Securities. This Prospectus does not
contain all of the information set forth in such Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. Reference is made to such Registration Statement and to the exhibits
relating thereto for further information with respect to MCN Investment, MCN and
the Debt Securities. Material provisions of the documents filed as exhibits to
the Registration Statement or otherwise filed with the SEC or incorporated by
reference are contained herein. Reference is made to the copy of such document
so filed for a more complete description of the matter involved.
MCN Investment will not file, as a separate registrant, the periodic
reports required by Sections 13 and 15(d) of the 1934 Act because management has
determined that separate financial statements of MCN Investment are not material
to holders of the Debt Securities. MCN Investment does not intend to issue any
periodic or other reports to holders of the Debt Securities. MCN's consolidating
financial statements, concerning MCN Investment, Michigan Consolidated Gas
Company ("MichCon"), and MCN and other subsidiaries, currently are included in
the footnotes to MCN's consolidated financial statements and will continue to be
included for as long as the Debt Securities remain outstanding and are subject
to the Support Agreement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by MCN (File No. 1-10070) with the SEC
pursuant to the 1934 Act are incorporated by reference herein and made a part
hereof:
1. Annual Report on Form 10-K, for the year ended December 31, 1995.
2. Current Reports on Form 8-K, dated January 10, 1996 and February 6,
1996.
All documents filed by MCN pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the 1934 Act subsequent to the date hereof and prior to the termination of
the offering of the Debt Securities pursuant hereto shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference in this Prospectus or in any Prospectus Supplement
shall be deemed to be modified or superseded for purposes of this Prospectus, or
in any Prospectus Supplement, to the extent that a statement contained in this
Prospectus or in any Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus or in any Prospectus Supplement modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or any
Prospectus Supplement.
MCN undertakes to provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to: Investor Relations, MCN Corporation, 500 Griswold Street,
Detroit, Michigan 48226; telephone 1-800-548-4655.
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<PAGE> 4
MCN CORPORATION
MCN is a diversified natural gas holding company. Its principal operating
subsidiaries are MichCon, a natural gas distribution and intrastate transmission
company; and MCN Investment, a holding company with subsidiaries involved in
exploration and production, gas gathering and processing, gas storage, gas
marketing and cogeneration and computer operations services. MCN, a Michigan
corporation organized in 1988, is exempt from most provisions of the Public
Utility Holding Company Act of 1935.
MCN's major business segments are Gas Distribution and, within MCN
Investment's Diversified Energy group, Gas Services and Computer Operations
Services.
GAS DISTRIBUTION operates the largest natural gas distribution and
intrastate transmission system in Michigan and one of the largest in the United
States. This segment includes the following companies:
MichCon -- A Michigan corporation organized in 1898 that, with its
predecessors, has been in business for nearly 150 years. MichCon is a
public utility, engaged in the distribution and transmission of natural gas
in the State of Michigan serving over 1.2 million residential, commercial
and industrial customers.
Citizens Gas Fuel Company -- A Michigan corporation organized in 1951
that, with its predecessors, has been in business for more than 135 years.
Citizens is a gas utility that conducts all of its business in the State of
Michigan serving 13,000 residential, commercial and industrial customers.
The mailing address of MCN's principal executive office is 500 Griswold
Street, Detroit, Michigan 48226, and its telephone number is (313) 256-5500.
MCN INVESTMENT CORPORATION
MCN Investment, a wholly-owned subsidiary of MCN, is a subsidiary holding
company for MCN's Diversified Energy group. MCN Investment operates under the
two major business segments described below.
GAS SERVICES is an integrated energy group with investments in: Exploration
and Production, Gas Gathering and Processing, Gas Storage and Gas Marketing and
Cogeneration.
COMPUTER OPERATIONS SERVICES is a leading provider of computer outsourcing
services in the United States. The Genix Group provides computer management,
data processing and related services to approximately 100 corporate clients.
The mailing address of MCN Investment's principal executive office is 150
W. Jefferson Avenue, Suite 1800, Detroit, Michigan 48226, and its telephone
number is (313) 256-5500.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
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1995 1994 1993 1992 1991
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<S> <C> <C> <C> <C> <C>
MCN Investment(1)............................................. 1.50 1.52 1.74 2.45 0.95(2)
MCN(1)........................................................ 2.51 2.64 3.04 2.74 2.08
</TABLE>
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(1) The Ratios of Earnings to Fixed Charges are based on earnings from
operations. "Earnings" consist of the pre-tax income of majority-owned and
50%-owned companies adjusted to include any income actually received from
less than 50% owned companies, plus fixed charges, less interest
capitalized during the period for nonutility companies and less, in the
case of MCN, the preferred stock dividend requirements of MichCon included
in fixed charges but not deducted in the determination of pre-tax income.
"Fixed Charges" represent (a) interest (whether expensed or capitalized),
(b) amortization of debt discount, premium and expense, (c) an estimate of
interest implicit in rentals, and (d) in the case of MCN, the preferred
securities dividend requirements of subsidiaries (MichCon and MCN Michigan
Limited Partnership), increased to reflect the pre-tax earnings requirement
for MichCon.
(2) Earnings for the year ended December 31, 1991 were not adequate to cover
fixed charges. The amount of the coverage deficiency was $388,000.
3
<PAGE> 5
USE OF PROCEEDS
MCN Investment intends to add the net proceeds from the sale of the Debt
Securities to its general funds, to be used for general corporate purposes,
which may include capital expenditures, investment in subsidiaries, working
capital, repayment of debt and other business opportunities.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
The Debt Securities may be issued, from time to time, in one or more
series. Debt Securities will be issued under an Indenture, dated as of September
1, 1995 (the "Indenture"), between the Company and NBD Bank ("NBD"), as trustee
(the "Trustee"). NBD is a wholly-owned subsidiary of First Chicago NBD
Corporation. A copy of the Indenture is incorporated by reference as an exhibit
to this Registration Statement.
The following summary contains material provisions of the Debt Securities
and the Indenture. For a complete description of all the provisions of the
Indenture, including the definitions therein of certain terms, reference is made
to the Indenture incorporated by reference as an exhibit to this Registration
Statement. Certain capitalized terms herein are defined in the Indenture.
GENERAL
The Debt Securities will be unsecured obligations of the Company.
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued thereunder, from time to time, in one or more series. The Indenture
does not contain any debt covenants or provisions which would afford bondholders
protection in the event of a highly leveraged transaction.
Reference is made to the Prospectus Supplement relating to the Debt
Securities being offered (the "Offered Debt Securities") for, among other
things, the following terms thereof: (1) the title of the Offered Debt
Securities; (2) any limit on the aggregate principal amount of the Offered Debt
Securities; (3) the date or dates on which the Offered Debt Securities will
mature; (4) the rate or rates (which may be fixed or variable) per annum at
which the Offered Debt Securities will bear interest or the method by which such
rate or rates shall be determined and the date from which such interest will
accrue or the method by which such date or dates shall be determined; (5) the
dates on which such interest will be payable and the Regular Record Dates for
such Interest Payment Dates; (6) the dates, if any, on which, and the price or
prices at which, the Offered Debt Securities may, pursuant to any mandatory or
optional sinking fund provisions, be redeemed by the Company and other detailed
terms and provisions of such sinking funds; (7) the date, if any, after which,
and the price or prices at which, the Offered Debt Securities may, pursuant to
any optional redemption provisions, be redeemed at the option of the Company or
of the Holder thereof and other detailed terms and provisions of such optional
redemption; and (8) any other terms of the Offered Debt Securities (which terms
shall not be inconsistent with the provisions of the Indenture). For a
description of the terms of the Offered Debt Securities, reference must be made
to both the Prospectus Supplement relating thereto and to the description of
Debt Securities set forth herein.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the principal of, and any premium or interest on, the Offered Debt Securities
will be payable, and the Offered Debt Securities will be exchangeable and
transfers thereof will be registrable, at the Place of Payment, provided that,
at the option of the Company, payment of interest may be made by check mailed,
or wire transfer, to the address of the person entitled thereto as it appears in
the Security Register.
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<PAGE> 6
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities will be issued in United States dollars in fully
registered form, without coupons, in denominations of $1,000 or any integral
multiple thereof. No service charge will be made for any transfer or exchange of
the Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
For purposes of the description of the Debt Securities, certain defined
terms have the following meanings:
"Indebtedness" of any Person means, without duplication, (i) the principal
of and premium (if any) in respect of (A) indebtedness of such Person for money
borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other
similar instruments for the payment of which such Person is responsible or
liable; (ii) all Capitalized Lease Obligations of such Person; (iii) all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations and all obligations under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such Person for the
reimbursement of any obligor on any letter of credit, banker's acceptance or
similar credit transaction (other than obligations with respect to letters of
credit securing obligations (other than obligations described in (i) through
(iii) above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment
on the letter of credit); (v) all obligations of the type referred to in clauses
(i) through (iv) of other Persons and all dividends of other Persons for the
payment of which, in either case, such Person is responsible or liable as
obligor, guarantor or otherwise; and (vi) all obligations of the type referred
to in clauses (i) through (v) of other Persons secured by any Lien on any
property or asset of such Person (whether or not such obligation is assumed by
such Person), the amount of such obligation being deemed to be the lesser of the
value of such property or assets or the amount of the obligation so secured.
"Capitalized Lease Obligations" means an obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP, and the amount of Indebtedness represented by such obligation shall be the
capitalized amount of such obligation determined in accordance with such
principles.
"Project Finance Indebtedness" means Indebtedness of a Subsidiary (other
than a Utility and other than the Company) secured by a Lien on any property,
acquired, constructed or improved by such Subsidiary after the date of the
Indenture which Lien is created or assumed contemporaneously with, or within 120
days after, such acquisition or completion of such construction or improvement,
or within six months thereafter pursuant to a firm commitment for financing
arranged with a lender or investor within such 120-day period, to secure or
provide for the payment of all or any part of the purchase price of such
property or the cost of such construction or improvement, or on any property
existing at the time of acquisition thereof; provided that such a Lien shall not
apply to any property theretofore owned by any such Subsidiary other than, in
the case of any such construction or improvement, any theretofore unimproved
real property on which the property so constructed or the improvement is
located; and provided further that such Indebtedness, by its terms, shall limit
the recourse of any holder of such Indebtedness (or trustee on such holder's
behalf) in the event of any default in such Indebtedness to the assets subject
to such Liens and the capital stock of the Subsidiary issuing such Indebtedness.
Notwithstanding the foregoing, Project Finance Indebtedness shall include all
Indebtedness that would constitute Project Finance Indebtedness but for the fact
that such Indebtedness was issued prior to the date of this Indenture and taking
into account the fact that the property subject to the Lien may have been
acquired prior to the date of this Indenture.
The Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
principal amount. Special federal income tax, accounting and other
considerations applicable to any such Original Issue Discount Securities will be
described in any Prospectus Supplement relating thereto. "Original Issue
Discount Security" means any security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof as a result of the occurrence of an Event
of Default and the continuation thereof.
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<PAGE> 7
THE TRUSTEE
NBD is the Trustee under the Indenture. NBD is also the Trustee under MCN's
Senior and Subordinated Indentures. NBD has extended lines of credit to various
subsidiaries of MCN. MCN and various of its subsidiaries maintain bank accounts
and have other customary banking relationships with NBD in the ordinary course
of business. In addition, various MCN subsidiaries, including MCN Investment
borrow money from NBD. Mr. Thomas H. Jeffs II, President and Chief Operating
Officer of NBD, serves as a Director of MCN. Mr. Alfred R. Glancy III, Chairman,
President and Chief Executive Officer of MCN, serves as a Director of NBD.
RESTRICTIONS
The Indenture provides that neither the Company nor MCN shall consolidate
with, merge with or into any other corporation (whether or not the Company or
MCN, as the case may be, shall be the surviving corporation), or sell, assign,
transfer or lease all or substantially all of its properties and assets as an
entirety or substantially as an entirety to any Person or group of affiliated
Persons, in one transaction or a series of related transactions, unless: (1)
either the Company or MCN, as the case may be, shall be the continuing Person or
the Person (if other than the Company or MCN) formed by such consolidation or
with which or into which the Company or MCN is merged or the Person (or group of
affiliated Persons) to which all or substantially all the properties and assets
of the Company or MCN are sold, assigned, transferred or leased is a corporation
(or constitute corporations) organized under the laws of the United States or
any State thereof or the District of Columbia and expressly assumes, in the case
of the Company, by an indenture supplemental to the Indenture, all the
obligations of the Company under the Debt Securities and the Indenture, executed
and delivered to the Trustee in form satisfactory to the Trustee; and in the
case of MCN, the performance of every covenant of the Indenture on the part of
MCN, as applicable, and all the obligations under the Support Agreement to be
performed or observed; (2) immediately before and after giving effect to such
transaction or series of transactions, no Event of Default, and no Default, with
respect to the Debt Securities shall have occurred and be continuing; and (3)
the Company or MCN, as applicable, shall have delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures comply with
the Indenture. Each of the Company and MCN covenants and agrees in the Indenture
that if, upon its consolidation with or merger into any other corporation, or
upon any consolidation or merger of any other corporation with or into it, or
upon any sale or conveyance of all or substantially all of its property and
assets to any other corporation, any of its property or any property of any
Subsidiary or any Indebtedness issued by any Subsidiary owned by it or by any
other Subsidiary immediately prior thereto would thereupon become subject to any
mortgage, security interest, pledge, lien or other encumbrance not permitted by
the Indenture, prior to or concurrently with such consolidation, merger, sale or
conveyance, it will effectively secure the Securities then Outstanding issued
under the Indenture (equally and ratably with (or prior to) any other
Indebtedness of or guaranteed by it or such Subsidiary then entitled thereto) by
a direct lien, on such of its property or such property of a Subsidiary or such
other Indebtedness issued by a Subsidiary, prior to all liens other than any
theretofore existing thereon.
The Indenture also provides that neither the Company nor MCN will, nor will
MCN permit any Significant Subsidiary to, create, incur, or suffer to exist any
Lien in, of or on the property of the Company, MCN or any of their Subsidiaries,
except: (i) Liens for taxes, assessments or governmental charges or levies on
its property if the same shall not at the time be delinquent or thereafter can
be paid without penalty, or are being contested in good faith and by appropriate
proceedings and for which adequate reserves in accordance with generally
accepted principles of accounting shall have been set aside on its books; (ii)
Liens imposed by law, such as carriers', warehousemen's and mechanics' liens and
other similar liens arising in the ordinary course of business which secure
payment of obligations not more than 60 days past due or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books; (iii) Liens arising out of
pledges or deposits under worker's compensation laws, unemployment insurance,
old age pensions, or other social security or retirement benefits, or similar
legislation; (iv) utility easements, building restrictions and such other
encumbrances or charges against real property as are of a nature generally
existing with respect to properties of a similar character and which do not in
any material way
6
<PAGE> 8
affect the marketability of the same or interfere with the use thereof in the
business of the Company, MCN or their Subsidiaries, as the case may be; (v)
Liens on the capital stock, partnership interest, or other evidence of ownership
of any Subsidiary or such Subsidiary's assets that secure Project Finance
Indebtedness for such Subsidiary; (vi) Liens arising in connection with first
mortgage bonds issued by any Significant Subsidiary pursuant to any first
mortgage indenture in effect as of the date of the Indenture, as such indenture
may be supplemented from time to time; (vii) purchase money liens upon or in
property now owned or hereafter acquired in the ordinary course of business
(consistent with the Company's or MCN's business practices, as the case may be)
to secure (A) the purchase price of such property or (B) Indebtedness incurred
solely for the purpose of financing the acquisition, construction, or
improvement of any such property to be subject to such liens, or Liens existing
on any such property at the time of acquisition, or extensions, renewals, or
replacements of any of the foregoing for the same or a lesser amount; provided
that no such lien shall extend to or cover any property other than the property
being acquired, constructed, or improved and replacements, modifications, and
proceeds of such property, and no such extension, renewal, or replacement shall
extend to or cover any property not theretofore subject to the Lien being
extended, renewed, or replaced; (viii) Liens existing on the date Debt
Securities are first issued; and (ix) Liens for no more than 90 days arising
from a transaction involving accounts receivable of the Company or MCN, as the
case may be (including the sale of such accounts receivable), where such
accounts receivable arose in the ordinary course of the Company's or MCN's
business, as the case may be.
The Indenture provides that neither the Company nor MCN will, nor will they
permit any Subsidiary to, enter into any arrangement with any lender or investor
(other than the Company, MCN or a Subsidiary), or to which such lender or
investor (other than the Company, MCN or a Subsidiary) is a party, providing for
the leasing by the Company, MCN or such Subsidiary for a period, including
renewals, in excess of three years of any real property located within the
United States which has been owned by the Company, MCN or such Subsidiary, as
the case may be, for more than six months and which has been or is to be sold or
transferred by the Company, MCN or such Subsidiary, as the case may be, to such
lender or investor or to any person to whom funds have been or are to be
advanced by such lender or investor on the security of such real property unless
either (a) the Company, MCN or such Subsidiary, as the case may be, could create
Indebtedness secured by a lien consistent with the restrictions set forth in the
foregoing paragraph on the real property to be leased in an amount equal to the
Value of such transaction without equally and ratably securing the Debt
Securities or (b) the Company or MCN, as the case may be, within six months
after the sale or transfer shall have been made, applies an amount equal to the
greater of (i) the net proceeds of the sale of the real property leased pursuant
to such arrangement or (ii) the fair market value of the real property so leased
to the retirement of Debt Securities and other obligations of the Company or
MCN, as the case may be, ranking on a parity with the Debt Securities. Debt
Securities rank pari passu with other unsecured indebtedness.
EVENTS OF DEFAULT AND NOTICE THEREOF
The following are Events of Default under the Indenture with respect to
Debt Securities of any series: (1) failure to pay interest on any Debt Security
of that series when due and payable, continued for 30 days; (2) failure to pay
the principal of (or premium, if any, on) any Debt Security of that series when
due and payable at Maturity, upon redemption or otherwise; (3) failure to
observe or perform any other covenant, warranty or agreement of the Company or
MCN contained in the Debt Securities of that series, the Indenture or the
Support Agreement (other than a covenant, agreement or warranty included in the
Indenture solely for the benefit of Debt Securities other than that series),
continued for a period of 60 days after notice has been given to the Company by
the Trustee or Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series; (4) failure to pay at final
maturity, or acceleration of, Indebtedness of the Company, MCN or a Subsidiary
(but excluding Project Finance Indebtedness and certain other gas and oil
reserve-based financing with limited recourse to MCN as described below) having
an aggregate principal amount of more than 1% of the consolidated total assets
of MCN (determined as of its most recent fiscal year-end), unless cured within
10 days after notice has been given to the Company by the Trustee or Holders of
at least 10% in aggregate principal amount of the Outstanding Debt Securities of
that series; (5) certain events of bankruptcy, insolvency or reorganization
relating to the Company, MCN or a Significant Subsidiary; and (6) any other
Event of Default with respect to Debt Securities of that series specified in the
7
<PAGE> 9
Prospectus Supplement relating thereto or Supplemental Indenture under which
such series of Debt Securities is issued. As noted in (4) above, it will not be
an Event of Default under the Indenture if a default occurs in certain gas and
oil reserve-based financing of Supply Development Group, Inc. (a Subsidiary of
the Company) or its Subsidiaries if the obligations of MCN and its Subsidiaries
with respect to such Indebtedness (other than Supply Development Group, Inc. and
its Subsidiaries) are limited to (i) payments with respect to Section 29 tax
credits, (ii) payments with respect to certain material contracts of the
borrower (generally limited to gas and oil supply contracts and gas and oil
hedging contracts) and (iii) certain environmental obligations of the borrowers.
As of December 31, 1995, $100,000,000 of such gas and oil reserve-based
Indebtedness was outstanding. From time to time, MCN or its Subsidiaries may
establish additional similar reserve-based credit facilities with respect to
which a default would not result in an Event of Default under the Indenture.
The Indenture provides that the Trustee shall, within 30 days after the
occurrence of any Default or Event of Default with respect to Debt Securities of
any series, give the Holders of Debt Securities of that series notice of all
uncured Defaults or Events of Default known to it (the term "Default" includes
any event which after notice or passage of time or both would be an Event of
Default); provided, however, that, except in the case of an Event of Default or
a Default in payment on any Debt Securities of any series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or directors or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interest of
the Holders of Debt Securities of that series.
If an Event of Default with respect to Debt Securities of any series (other
than due to events of bankruptcy, insolvency or reorganization) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of that series, by notice in writing
to the Company (and to the Trustee if given by the Holders of at least 25% in
aggregate principal amount of the Outstanding Debt Securities of that series),
may declare the unpaid principal of and accrued interest to the date of
acceleration on all the Outstanding Debt Securities of that series to be due and
payable immediately and, upon any such declaration, the Outstanding Debt
Securities of that series shall become immediately due and payable.
If an Event of Default occurs due to bankruptcy, insolvency or
reorganization, all unpaid principal of and accrued interest on the Outstanding
Debt Securities of any series will become immediately due and payable without
any declaration or other act on the part of the Trustee or any Holder of any
Debt Security of that series.
The Indenture provides that the Company shall periodically file statements
with the Trustee regarding compliance by the Company with certain of the
respective covenants thereof and shall specify any Event of Default or Defaults
with respect to Debt Securities of any series, in performing such covenants, of
which the signers may have knowledge.
MODIFICATION OF INDENTURE; WAIVER
The Indenture may be modified by the Company and the Trustee without the
consent of any Holders with respect to certain matters, including (i) to cure
any ambiguity, defect or inconsistency or to correct or supplement any provision
which may be inconsistent with any other provision of the Indenture and (ii) to
make any change that does not materially adversely affect the interests of any
Holder of Debt Securities of any series. In addition, under the Indenture,
certain rights and obligations of the Company and the rights of Holders of the
Debt Securities may be modified by the Company and the Trustee with the written
consent of the Holders of at least a majority in aggregate principal amount of
the Outstanding Debt Securities of each series affected thereby; but no
extension of the maturity of any Debt Securities of any series, reduction in the
interest rate or extension of the time for payment of interest, change in the
optional redemption or repurchase provisions in a manner adverse to any Holder
of Debt Securities of any series, other modification in the terms of payment of
the principal of, or interest on, any Debt Securities of any series, or
reduction of the percentage required for modification, will be effective against
any Holder of any Outstanding Debt Security of any series
8
<PAGE> 10
affected thereby without the Holder's consent. The Indenture does not limit the
aggregate amount of Debt Securities of the Company which may be issued
thereunder.
The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive, insofar as that series is concerned, compliance
by the Company with certain restrictive covenants of the Indenture. The Holders
of not less than a majority in aggregate principal amount of the Outstanding
Debt Securities of any series may on behalf of the Holders of all Debt
Securities of that series waive any past Event of Default or Default under the
Indenture with respect to that series, except an Event of Default or a Default
in the payment of the principal of, or premium, if any, or any interest on any
Debt Security of that series or in respect of a provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Debt Security of that series affected.
DEFEASANCE
The Company may terminate its substantive obligations in respect of Debt
Securities of any series (except for its obligations to pay the principal of
(and premium, if any, on) and the interest on the Debt Securities of that
series) by (i) depositing with the Trustee, under the terms of an irrevocable
trust agreement, money or U.S. Government Obligations sufficient to pay all
remaining indebtedness on the Debt Securities of that series, (ii) delivering to
the Trustee either an Opinion of Counsel or a ruling directed to the Trustee
from the Internal Revenue Service to the effect that the Holders of the Debt
Securities of that series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and termination of obligations,
and (iii) complying with certain other requirements set forth in the Indenture.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities (as such term is defined below) that will
be deposited with, or on behalf of, a Depositary ("Depositary") or its nominee
identified in the applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denomination
equal to the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or Global
Securities. Unless and until it is exchanged in whole or in part for Debt
Securities in registered form, a Global Security may not be registered for
transfer or exchange except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any nominee to a successor Depositary or a nominee of such successor Depositary
and except in the circumstances described in the applicable Prospectus
Supplement. The term "Global Security", when used with respect to any series of
Debt Securities, means a Debt Security that is executed by the Company and
authenticated and delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction, which shall be registered in the name of the
Depositary or its nominee and which shall represent, and shall be denominated in
an amount equal to the aggregate principal amount of, all of the outstanding
Debt Securities of such series or any portion thereof, in either case having the
same terms, including, without limitation, the same original issue date, date or
dates on which principal is due, and interest rate or method of determining
interest.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the applicable Prospectus Supplement. The Company expects
that the following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
9
<PAGE> 11
underwriters or agents of such Debt Securities or, if such Debt Securities are
offered and sold directly by the Company, by the Company. Ownership of
beneficial interests in such Global Security will be limited to participants or
Persons that may hold interests through participants. Ownership of beneficial
interests by participants in such Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by the Depositary or its nominee for such Global Security. Ownership
of beneficial interests in such Global Security by Persons that hold through
participants will be shown on, and the transfer of that ownership interest
within such participant will be effected only through, records maintained by
such participant. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in certificated form.
The foregoing limitations and such laws may impair the ability to transfer
beneficial interests in such Global Securities.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Securities
represented by such Global Security for all purposes under the Indenture. Unless
otherwise specified in the applicable Prospectus Supplement, owners of
beneficial interests in such Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names, will not receive or be entitled to receive physical delivery of Debt
Securities of such series in certificated form and will not be considered the
Holders thereof for any purposes under the Indenture. Accordingly, each Person
owning a beneficial interest in such Global Security must rely on the procedures
of the Depositary and, if such Person is not a participant, on the procedures of
the participant through which such Person owns its interest, to exercise any
rights of a Holder under the Indenture. The Company understands that under
existing industry practices, if the Company requests any action of Holders or an
owner of a beneficial interest in such Global Security desires to give any
notice or take any action a Holder is entitled to give or take under the
Indenture, the Depositary would authorize the participants to give such notice
or take such action, and participants would authorize beneficial owners owning
through such participants to give such notice or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
SUPPORT AGREEMENT
The Support Agreement between the Company and MCN provides that, during the
term thereof, (i) MCN will own all of the voting stock of the Company, (ii) MCN
will cause the Company to have at all times a positive net worth (net assets,
less intangible assets, if any), as determined in accordance with generally
accepted accounting principles and (iii) if the Company is unable to make timely
payment of principal of, or any premium or interest on, any Debt (as defined
below) issued by the Company, MCN will, at the request of the Company or any
Lender (as defined below), provide funds to the Company to make such payments.
The Support Agreement also provides that any Lender to the Company shall have
the right to demand that the Company enforce its rights against MCN under the
Support Agreement as described in the previous sentence, and in the event that
the Company fails to require MCN to perform such obligations or the Company
defaults in the timely payment of principal of, or any premium or interest on,
any Debt owed to a Lender, such Lender may proceed directly against MCN to
enforce the Company's rights against MCN under the Support Agreement or to
obtain payment of such defaulted principal, premium or interest owed to such
Lender.
The Support Agreement provides that in no event may any Lender, on default
of the Company or MCN or upon failure by the Company or MCN to comply with the
Support Agreement, have recourse to or against the stock or assets of MichCon,
or any interest of the Company or MCN therein. Notwithstanding this limitation,
the Support Agreement provides that funds available to MCN to satisfy any
obligations under the Support Agreement will include cash dividends paid by
MichCon to MCN. In addition to the cash dividends paid to MCN by any of its
subsidiaries, the assets of MCN other than the stock and assets of MichCon are
available as recourse to holders of the Company's Debt. The carrying value of
such assets reflected in MCN's
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<PAGE> 12
balance sheet on an unconsolidated basis, at December 31, 1995 is approximately
$300 million. The term "Debt" is defined in the Support Agreement as debt
securities or other obligations, and includes the Debt Securities. The term
"Lender" is defined in the Support Agreement as any person, firm, corporation or
other entity to which the Company is indebted for money borrowed or to which the
Company otherwise owes any Debt or which is acting as trustee or authorized
representative on behalf of such person, firm, corporation or other entity. The
Indenture provides that each Holder of a Debt Security, as well as the Trustee,
shall be considered a "Lender" for purposes of the Support Agreement.
Funds to repay the Debt Securities at maturity pursuant to the Support
Agreement would come from earnings in the form of dividends paid to MCN by
MichCon and MCN's other subsidiaries, the earnings of other businesses of MCN
and its subsidiaries, or the proceeds of financing transactions.
The Support Agreement provides that MCN will not take any action (or
refrain from taking any action) to the extent that such action or inaction would
cause a default in the performance or breach of any term or provision of the
Indenture, or any Debt outstanding under the Indenture, and MCN will comply with
all covenants and provisions of the Indenture applicable to it as if it were a
party to the Indenture.
The Support Agreement may be amended or terminated at any time by agreement
of MCN and the Company, provided that (i) no amendment regarding the terms
described above may be made unless all Lenders consent in advance and in writing
to such amendment, (ii) no amendment regarding any other term of the Support
Agreement may be made in a manner that adversely affects the rights of Lenders
unless all affected Lenders consent in advance and in writing to such amendment
and (iii) no termination shall be effective until such time as all Debt
(including the Debt Securities) shall have been paid in full.
VALIDITY OF SECURITIES
The validity of the Debt Securities and obligations under the Support
Agreement of MCN will be passed upon by Daniel L. Schiffer, Esq., Senior Vice
President, General Counsel and Secretary of MCN Corporation, and for any agents
or underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York. Mr.
Schiffer is a full-time employee and officer of MCN and owns 24,491 shares of
MCN Common Stock as of February 26, 1996. LeBoeuf, Lamb, Greene & MacRae, L.L.P.
from time to time renders legal services to MCN and the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from MCN's Annual Report
on Form 10-K for the year ended December 31, 1995 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.
MCN's Annual Report on Form 10-K for the year ended December 31, 1995,
includes various oil and gas reserve information summarized from reports
prepared by the independent petroleum consultants Ryder Scott Company; Miller
and Lents, Ltd.; Lee Keeling & Associates, Inc. and S.A. Holditch & Associates,
Inc. This reserve information and related schedules have been incorporated
herein by reference in reliance upon such reports given upon the authority of
said firms as experts in oil and gas reserve estimation.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) to or through underwriters or
dealers, (ii) directly to purchasers, or (iii) through agents. A Prospectus
Supplement with respect to the Offered Debt Securities will set forth the terms
of the offering of the Offered Debt Securities, including the name or names of
any underwriters, dealers or agents; the purchase price of the Offered Debt
Securities and the proceeds to MCN Investment from such sale; any underwriting
discounts and commissions and other items constituting underwriters' or agents'
compensation; any initial public offering price and any discounts or concessions
11
<PAGE> 13
allowed or reallowed or paid to dealers; and any securities exchange on which
such Offered Debt Securities may be listed. Any initial public offering price,
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time. Only firms named in the Prospectus Supplement or a related
pricing supplement, if applicable, will be deemed to be underwriters, dealers or
agents in connection with the Debt Securities offered thereby, and if any of the
firms expressly referred to below is not named in such Prospectus Supplement or
a related pricing supplement, then such firm will not be a party to the
underwriting or distribution agreement in respect of such Debt Securities, will
not be purchasing any such Debt Securities from the Company and will have no
direct or indirect participation in the underwriting or other distribution of
such Debt Securities, although it may participate in the distribution of such
Debt Securities under circumstances entitling it to a dealer's commission.
If underwriters are used in the sale, the Offered Debt Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Debt Securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. The underwriter or
underwriters with respect to a particular underwritten offering of Offered Debt
Securities will be named in the Prospectus Supplement relating to such offering
and, if an underwriting syndicate is used, the managing underwriter or
underwriters will be set forth on the cover of such Prospectus Supplement.
Unless otherwise set forth in the Prospectus Supplement relating thereto, the
obligations of the underwriters to purchase the Offered Debt Securities will be
subject to certain conditions precedent, and the underwriters will be obligated
to purchase all the Debt Securities if any are purchased.
If dealers are utilized in the sale of Offered Debt Securities, MCN
Investment will sell such Offered Debt Securities to the dealers as principals.
The dealers may then resell such Offered Debt Securities to the public at
varying prices to be determined by such dealers at the time of resale. The names
of the dealers and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.
The Debt Securities may be sold from time to time either directly by MCN
Investment or through agents designated by MCN Investment. Any agent involved in
the offer or sale of the Offered Debt Securities in respect to which this
Prospectus is delivered will be named, and any commissions payable by MCN
Investment to such agent will be set forth in the Prospectus Supplement relating
thereto. Unless otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its appointment.
The Debt Securities may be sold directly by MCN Investment to institutional
investors or others who may be deemed to be underwriters within the meaning of
the Securities Act with respect to any resale thereof. The terms of any such
sales will be described in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, MCN Investment will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase Offered Debt Securities from MCN Investment at the
public offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Agents, dealers and underwriters may be entitled under agreements with MCN
Investment and MCN to indemnification against certain civil liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which such agents, dealers or underwriters may be required to make
in respect thereof. Agents, dealers and underwriters may be customers of, engage
in transactions with, or perform services for MCN Investment or MCN in the
ordinary course of business.
The Debt Securities may or may not be listed on a national securities
exchange. No assurance can be given that there will be a market for the Debt
Securities.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN
CONNECTION WITH AN OFFER MADE BY THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, MCN OR BY ANY OTHER INDIVIDUAL,
UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR MCN SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN
ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents
by Reference........................ 2
MCN Corporation....................... 3
MCN Investment Corporation............ 3
Ratio of Earnings to Fixed Charges.... 3
Use of Proceeds....................... 4
Description of Debt Securities........ 4
Support Agreement..................... 10
Validity of Securities................ 11
Experts............................... 11
Plan of Distribution.................. 11
</TABLE>
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MCN INVESTMENT CORPORATION
DEBT SECURITIES
ENTITLED TO THE BENEFITS
OF A SUPPORT AGREEMENT
BY
LOGO
---------------------------
PROSPECTUS
---------------------------
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<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
<TABLE>
<S> <C>
SEC Registration Fee...................................................... $172,414
Printing and Engraving.................................................... 50,000*
Trustee Fee............................................................... 10,000*
Legal Fee................................................................. 30,000*
Accounting Fee............................................................ 50,000*
Rating Agency Fees........................................................ 100,000*
Miscellaneous............................................................. 7,586*
--------
Total................................................................ $420,000
========
</TABLE>
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* Estimated, subject to future issuance of Debt Securities.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
MCN and the Company's By-Laws and the Michigan Business Corporation Act
("MBCA") permit MCN and the Company's officers and directors to be indemnified
under certain circumstances for expenses and, in some instances, for judgments,
fines or amounts paid in settlement of civil, criminal, administrative and
investigative suits or proceedings, including those involving alleged violations
of the Securities Act of 1933. There is directors' and officers' liability
insurance presently outstanding which insures the directors and officers of MCN
and the Company against claims arising out of the performance of their duties.
Any agreement relating to the issuance and sale of the Debt Securities may
provide for indemnification by the underwriters, dealers or agents of the
directors and officers of MCN and the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933.
MCN has entered into indemnification contracts with each officer and
director of MCN, and certain officers of its subsidiaries, including MCN
Investment, that contain provisions similar to the provisions of the MBCA.
II-1
<PAGE> 16
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------ ------------------------------------------------------------------------------------
<C> <S>
1-1 Form of Distribution Agreement (to be filed under subsequent Form 8-K).
4-1 Debt Securities Indenture between MCN Investment Corporation and NBD Bank as Trustee
(Exhibit 4-1 to Registration No. 33-63311).
4-2 Support Agreement with respect to Debt Securities (Exhibit 4-2 to Registration No.
33-63311).
5-1 Opinion of Daniel L. Schiffer, Senior Vice President, General Counsel and Secretary
for MCN Corporation.*
12-1 Computation of Ratio of Earnings to Fixed Charges for MCN Investment Corporation
(Exhibit 12-2 to MCN's December 31, 1995 Form 10-K).
12-2 Computation of Ratio of Earnings to Fixed Charges for MCN Corporation (Exhibit 12-1
to MCN's December 31, 1995 Form 10-K).
23-1 Independent Auditor's Consent -- DELOITTE & TOUCHE LLP.*
23-2 Consent of Ryder Scott Company.*
23-3 Consent of Miller and Lents, Ltd.*
23-4 Consent of Lee Keeling & Associates, Inc.*
23-5 Consent of S.A. Holditch & Associates, Inc.*
23-6 Consent of Daniel L. Schiffer, Senior Vice President, General Counsel and Secretary
for MCN Corporation (included in Exhibit 5-1).
24-1 Powers of Attorney for MCN Corporation.*
24-2 Powers of Attorney for MCN Investment Corporation.*
24-3 Board Resolution authorizing issuance of the Debt Securities.*
25-1 Statement of Eligibility and Qualification of NBD Bank (T-1 Debt Securities).*
</TABLE>
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* Indicates document filed herewith.
ITEM 17. UNDERTAKINGS.
The Registrants hereby undertake:
(a) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
II-2
<PAGE> 17
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrants
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") that are incorporated by reference in this
Registration Statement;
(b) That, for the purpose of determining any liability under the 1933
Act, each such 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;
(c) 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; and
(d) That, for purposes of determining any liability under the 1933
Act, each filing of MCN's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act that is incorporated by reference in this
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 be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrants
pursuant to the provisions of their respective By-Laws, the Michigan Business
Corporation Act or otherwise, the Registrants have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrants of expenses incurred or
paid by a director, officer or controlling person of the Registrants, in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be covered by the
final adjudication of such issue.
II-3
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MCN Investment
Corporation 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 the 6th day of
March, 1996.
MCN INVESTMENT 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 with MCN Investment Corporation and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ----------------------------------- --------------
<C> <S> <C>
* Chairman and Director March 6, 1996
- -------------------------------------
Alfred R. Glancy III
* President, Chief Executive March 6, 1996
- ------------------------------------- Officer and Director
Rai P. K. Bhargava
* Vice Chairman, Chief Financial March 6, 1996
- ------------------------------------- Officer and Director
William K. McCrackin
/s/ PATRICK ZURLINDEN Vice President, Controller and March 6, 1996
- ------------------------------------- Chief Accounting Officer
Patrick Zurlinden
*By: /s/ PATRICK ZURLINDEN
---------------------------------
Patrick Zurlinden
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MCN Corporation
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 the 6th day of March,
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 with MCN Corporation and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- ---------------------------------------- ----------------------------------- --------------
* Chairman, President, Chief March 6, 1996
- ---------------------------------------- Executive Officer and Director
Alfred R. Glancy III
* Vice Chairman, Chief Financial March 6, 1996
- ---------------------------------------- Officer and Director
William K. McCrackin
By: /s/ PATRICK ZURLINDEN Vice President, Controller and March 6, 1996
- ---------------------------------------- Chief Accounting Officer
Patrick Zurlinden
* Director March 6, 1996
- ----------------------------------------
Stephen E. Ewing
Director
- ----------------------------------------
Roger Fridholm
* Director March 6, 1996
- ----------------------------------------
Frank M. Hennessey
* Director March 6, 1996
- ----------------------------------------
Thomas H. Jeffs II
* Director March 6, 1996
- ----------------------------------------
Arthur L. Johnson
* Director March 6, 1996
- ----------------------------------------
Dale A. Johnson
* Director March 6, 1996
- ----------------------------------------
Helen O. Petrauskas
* Director March 6, 1996
- ----------------------------------------
Howard F. Sims
*By: /s/ PATRICK ZURLINDEN
- ----------------------------------------
Patrick Zurlinden
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGES
- ------ ------------------------------------------------------------------------- ------------
<C> <S> <C>
1-1 Form of Distribution Agreement (to be filed under subsequent Form 8-K).
4-1 Debt Securities Indenture between MCN Investment Corporation and NBD Bank
as Trustee (Exhibit 4-1 to Registration No. 33-63311).
4-2 Support Agreement with respect to Debt Securities (Exhibit 4-2 to
Registration No. 33-63311).
5-1 Opinion of Daniel L. Schiffer, Senior Vice President, General Counsel and
Secretary for MCN Corporation.*
12-1 Computation of Ratio of Earnings to Fixed Charges for MCN Investment
Corporation (Exhibit 12-2 to MCN's December 31, 1995 Form 10-K).
12-2 Computation of Ratio of Earnings to Fixed Charges for MCN Corporation
(Exhibit 12-1 to MCN's December 31, 1995 Form 10-K).
23-1 Independent Auditor's Consent -- DELOITTE & TOUCHE LLP.*
23-2 Consent of Ryder Scott Company.*
23-3 Consent of Miller and Lents, Ltd.*
23-4 Consent of Lee Keeling & Associates, Inc.*
23-5 Consent of S.A. Holditch & Associates, Inc.*
23-6 Consent of Daniel L. Schiffer, Senior Vice President, General Counsel and
Secretary for MCN Corporation (included in Exhibit 5-1).
24-1 Powers of Attorney for MCN Corporation.*
24-2 Powers of Attorney for MCN Investment Corporation.*
24-3 Board Resolution authorizing issuance of the Debt Securities.*
25-1 Statement of Eligibility and Qualification of NBD Bank (T-1 Debt
Securities).*
</TABLE>
- -------------------------
* Indicates document filed herewith.
<PAGE> 1
EXHIBIT 5-1
March 7, 1996
MCN Corporation
500 Griswold
Detroit, MI 48226
Ladies and Gentlemen:
I am acting as counsel for MCN Corporation ("MCN") and MCN Investment
Corporation ("MCN Investment"), both Michigan corporations, in connection with
the registration of up to $500,000,000 of Debt Securities to be offered on a
continuous or delayed basis pursuant to the provisions of Rule 415. The Debt
Securities are being registered under the Securities Act of 1933, as amended
(the "1933 Act"), by a Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on March 7, 1996. Capitalized terms used
but not defined herein are used as defined in the Registration Statement.
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 on the above, I am of the opinion that:
1. MCN and MCN Investment are corporation duly organized and validly
existing under and pursuant to the laws of the State of Michigan.
2. The Debt Securities when sold, will be legally issued by MCN
Investment, duly authorized, fully paid and nonassessable and will be
binding obligations of MCN Investment.
I hereby consent to the use of this opinion as Exhibit 5-1 to the
Registration Statement and to the use of my name under the caption "Validity of
Securities" in the Registration Statement. This consent may be incorporated by
reference into any registration statement of MCN and MCN Investment relating to
the debt securities included in this Registration Statement on Form S-3 filed
after the date hereof pursuant to Rule 462 (b) under the 1933 Act.
Very truly yours,
/s/ Daniel L. Schiffer
--------------------------------
Daniel L. Schiffer
Senior Vice President, General
Counsel and Secretary
MCN Corporation
<PAGE> 1
EXHIBIT 23-1
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 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 to the reference to us under the heading "Experts"
in the Prospectus, which is a part of this Registration Statement.
Deloitte & Touche LLP
Detroit, Michigan
March 5, 1996
<PAGE> 1
EXHIBIT 23-2
[RYDER SCOTT COMPANY PETROLEUM ENGINEERS LETTERHEAD]
March 1, 1996
MCN Corporation
500 Griswold
Detroit, Michigan 48226
Re: MCN Corporation
MCN Investment Corporation
Form S-3 Registration Statement
Ladies and Gentlemen:
The firm of Ryder Scott Company Petroleum Engineers consents to
the incorporation by reference in this Registration Statement on Form S-3 of
our report dated February 16, 1996, appearing in the Annual Report on Form 10-K
of MCN Corporation for the year ended December 31, 1995 and to the reference to
us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
This consent may be incorporated by reference into any
registration statement of MCN Corporation or MCN Investment Corporation
relating to the debt securities included in this Registration Statement on Form
S-3 filed after the date hereof pursuant to Rule 462(b) under the Securities
Act of 1933, as amended.
Very truly yours,
Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
<PAGE> 1
EXHIBIT 23-3
[MILLER AND LENTS, LTD. LETTERHEAD]
February 27, 1996
MCN Corporation
500 Griswold
Detroit, MI 48226
Re: MCN Corporation
MCN Investment Corporation
Form S-3 Registration Statement
Ladies and Gentlemen:
The firm of Miller and Lents, Ltd. consents to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
January 12, 1996, appearing in the Annual Report on Form 10-K of MCN
Corporation for the year ended December 31, 1995, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
This consent may be incorporated by reference into any registration
statement of MCN Corporation or MCN Investment Corporation relating to the debt
securities included in this Registration Statement on Form S-3 filed after the
date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as
amended.
Miller and Lents, Ltd. has no interest in MCN Corporation or in any
affiliated companies or subsidiaries and is not to receive such interest as
payment for such reports and has no director, officer, or employee otherwise
connected with MCN Corporation. We are not employed by MCN Corporation on a
contingent basis.
Yours very truly,
MILLER AND LENTS, LTD.
By P.G. Von Tungeln
-----------------------------
P.G. Von Tungeln
President
PGVT/mk
<PAGE> 1
EXHIBIT 23-4
[LEE KEELING AND ASSOCIATES, INC. LETTERHEAD]
March 1, 1996
MCN Corporation
500 Griswold
Detroit, Michigan 48226
Re: MCN Corporation
MCN Investment Corporation
Form S-3 Registration Statement
Ladies and Gentlemen:
The firm of Lee Keeling and Associates, Inc., Petroleum
Consultants, consents to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 16, 1996, appearing in the
Annual Report on Form 10-K of MCN Corporation for the year ended December 31,
1995, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
This consent may be incorporated by reference into any
registration statement of MCN Corporation or MCN Investment Corporation
relating to the securities included in this Registration Statement on Form S-3
filed after the date hereof pursuant to Rule 462(b) under the Securities Act of
1933, as amended.
Very truly yours,
Lee Keeling and Associates, Inc.
LEE KEELING AND ASSOCIATES, INC.
PETROLEUM CONSULTANTS
<PAGE> 1
EXHIBIT 23-5
[S.A. HOLDITCH & ASSOCIATES, INC. LETTERHEAD]
March 1, 1996
MCN Corporation
500 Griswold
Detroit, Michigan 48226
Re: MCN Corporation
MCN Investment Corporation
Form S-3 Registration Statement
Ladies and Gentlemen:
The firm of S.A. Holditch & Associates, Inc., consents to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
December 28, 1995, appearing in the Annual Report on Form 10-K of MCN
Corporation for the year ended December 31, 1995, and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
This consent may be incorporated by reference into any registration statement
of MCN Corporation or MCN Investment Corporation relating to the debt
securities included in this Registration Statement on Form S-3 filed after the
date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as
amended.
Very truly yours,
W. Denton Copeland, P.E.
W. DENTON COPELAND, P.E.
WDC/dg
<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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the Securities
Act of 1933, as amended (the "1933 Act") or other filings in connection
therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Frank M. Hennessey
------------------------------------
FRANK M. HENNESSEY
<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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Thomas H. Jeffs II
------------------------------------
THOMAS H. JEFFS II
<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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Arthur L. Johnson
------------------------------------
ARTHUR L. JOHNSON
<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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Dale A. Johnson
------------------------------------
DALE A. 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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Helen O. Petrauskas
------------------------------------
HELEN O. PETRAUSKAS
<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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Howard F. Sims
------------------------------------
HOWARD F. SIMS
<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 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 and any subsequent Registration
Statement filed by MCN Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Patrick Zurlinden
------------------------------------
PATRICK ZURLINDEN
<PAGE> 1
EXHIBIT 24-2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation, a
corporation formed under the laws of the State of Michigan, does 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 and any subsequent Registration
Statement filed by MCN Investment Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Alfred R. Glancy III
------------------------------------
ALFRED R. GLANCY III
<PAGE> 2
EXHIBIT 24-2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation, a
corporation formed under the laws of the State of Michigan, does 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 and any subsequent Registration
Statement filed by MCN Investment Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Rai P. Bhargava
------------------------------------
RAI P. BHARGAVA
<PAGE> 3
EXHIBIT 24-2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation, a
corporation formed under the laws of the State of Michigan, does 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 and any subsequent Registration
Statement filed by MCN Investment Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
William K. McCrackin
------------------------------------
WILLIAM K. MCCRACKIN
<PAGE> 4
EXHIBIT 24-2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation, a
corporation formed under the laws of the State of Michigan, does 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 and any subsequent Registration
Statement filed by MCN Investment Corporation pursuant to Rule 462(b) of the
Securities Act of 1933, as amended (the "1933 Act") or other filings in
connection therewith, under the 1933 Act, with respect to the issuance of up to
$500,000,000 maximum aggregate offering price of debt securities of MCN
Investment Corporation; granting to such attorneys and agents, and each of
them, full power of substitution and revocation in the premises; and ratifying
and confirming all that such attorneys and agents, or either 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 22nd day of
February, 1996.
Patrick Zurlinden
------------------------------------
PATRICK ZURLINDEN
<PAGE> 1
EXHIBIT 24-3
MCN INVESTMENT CORPORATION
DIRECTORS' CONSENT
FEBRUARY 22, 1996
The undersigned, being all of the Directors of MCN Investment Corporation,
a Michigan corporation, acting pursuant to the provisions of Section 3.7 of the
By-Laws of the Corporation, do hereby consent to the adoption of the following
resolutions by the Board of Directors, to have the same force and effect as
though evidenced by the unanimous vote of the Board at a meeting duly called
for such purposes:
RESOLVED, That the officers of the Corporation, and each of them,
are authorized to borrow:
(a) on behalf of MCN Investment Corporation or MCN Investment
Corporation's subsidiaries;
(b) issuing promissory notes or other debt instruments to, or
entering into loan and financing arrangements with, banks,
insurance companies, and other parties;
(c) in an aggregate amount of up to $500 million for such
terms as the officers of the Corporation deem appropriate to meet
the Corporation's permanent and working capital requirements; and
FURTHER RESOLVED, That the officers of the Corporation, and each of
them, are authorized to execute and deliver any and all such documents on
behalf of the Corporation, on such terms and conditions as they may deem
necessary and appropriate to effectuate the purposes of the foregoing
resolutions.
<PAGE> 2
RESOLVED, It is in the best interests of MCN Investment Corporation
("MCNIC"), to issue, from time to time, debentures, notes and/or other
debt obligations (the "Debt Securities") which may be denominated or
payable in or issued for an equivalent amount of foreign currencies or
foreign currency units or which may be issued at original issue discount,
the aggregate amount of Debt Securities hereby authorized being that
amount as may result in the initial offering prices to the public for all
Debt Securities aggregating up to $500 million, (determined in the case
of foreign currencies or foreign currency units based upon the equivalent
in U.S. Dollars).
FURTHER RESOLVED, That MCNIC is authorized, subject to the
limitations set forth below, to create, issue and sell the Debt
Securities on such terms and conditions as shall be determined by the
pricing committee of directors and officers of MCNIC (the "Pricing
Committee") appointed by the Board of Directors' resolutions.
FURTHER RESOLVED, That the Chairman of the Board, Vice Chairman, or
any Vice President (an "Authorized Officer") is hereby authorized and
empowered to execute and deliver on behalf of MCNIC an indenture or
indentures, including one or more supplements to any indenture, in the
form approved by them after consultation with counsel and other advisors,
under its corporate seal to be thereto affixed and attested by its
Secretary, with the Trustee or Trustees appointed, such indenture or
indentures, or supplement or supplements, to be in such form and content
and bear such date as may be approved by the Authorized Officer executing
the same, such approval to be conclusively evidenced by the execution of
said indenture or indentures, or supplement or supplements.
FURTHER RESOLVED, That subject to the authority of the Pricing
Committee to determine any discount received by, or commission paid to,
any underwriters or agents, any one Authorized Officer is hereby
authorized and empowered to execute from time to time, on behalf of
MCNIC, an underwriting agreement or agreements or any other type of
agreement between MCNIC and the underwriter or representatives of the
underwriters appointed and named in such underwriting agreement or
agreements providing for the sale by MCNIC and the purchase of Debt
Securities by said underwriters or any agency or distribution agreements
with agents from time to time providing for the solicitation of sales of
the Debt Securities by such agents for the term of their appointment (and
any related terms agreements).
FURTHER RESOLVED, That any one Authorized Officer be, and each of
them hereby is, authorized, in the name and on behalf of MCNIC, to
execute and deliver such other agreements, documents, certificates, and
instruments as may be required by any Fiduciary in connection with an
indenture or as may be necessary or appropriate in connection with the
issuance and sale of the Debt Securities.
-2-
<PAGE> 3
FURTHER RESOLVED, That any one Authorized Officer, and each of them,
is hereby authorized and empowered to execute the Debt Securities in
temporary and definitive form, under his manual or facsimile signature
and under the facsimile seal of MCNIC, attested by the manual or
facsimile signature of the Secretary.
FURTHER RESOLVED, That the Authorized Officers of MCNIC be, and each
of them hereby is, authorized, in the name and on behalf of MCNIC to
prepare, execute and file, or cause to be prepared and filed, with the
Securities and Exchange Commission (the "SEC") one or more Registration
Statements with respect to the Debt Securities under the Securities Act
of 1933, as amended, together with all documents required as exhibits to
said Registration Statement or Statements, or any amendments or
supplements thereto, and all certificates, letters, instruments,
applications and other documents which may be required to be filed with
the SEC with respect to the registration and offering of Debt Securities,
and to take any and all actions that any such Authorized Officer shall
deem necessary or advisable.
FURTHER RESOLVED, That it is desirable and in the best interest of
MCNIC that the Debt Securities be qualified or registered for sale in
various states; that any Authorized Officer of MCNIC is authorized to
determine the states in which appropriate action shall be taken to
qualify or register for sale all or such part of the Debt Securities as
said officers may deem advisable; that said officers are authorized to
perform on behalf of MCNIC any and all such acts as they may deem
necessary or advisable in order to comply with the applicable laws of any
such states, and in connection therewith to execute and file all
requisite papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by
such officers of any such paper or document or the doing by them of any
act in connection with the foregoing matters shall conclusively establish
their authority therefor from MCNIC and the approval and ratification by
MCNIC of the papers and documents so executed and the actions so taken.
FURTHER RESOLVED, That the Authorized Officers of MCNIC be, and each
of them hereby is, authorized, in the name and on behalf of MCNIC, to
make application to such securities exchange as the officer acting shall
deem necessary or appropriate for the listing thereon of any issues of
Debt Securities and that each such officer, or such other person as such
officer may designate, is authorized to execute and deliver any and all
papers and agreements, and to do any and all things which may be
necessary to effect such listing, including registration of Debt
Securities under the Securities Exchange Act of 1934, as amended.
FURTHER RESOLVED, That the Authorized Officers of MCNIC be, and each
of them hereby is, authorized, and directed to do and perform, or cause
to be done and performed, all such acts, deeds and things and to make,
execute and deliver, or
-3-
<PAGE> 4
cause to be made, executed and delivered, all such agreements,
undertakings, documents, instruments or certificates in the name and on
behalf of MCNIC as each such officer may deem necessary or appropriate to
effectuate or carry out fully the purpose and intent of the foregoing
resolutions, including the performance of the obligations of MCNIC under
Underwriting Agreements or Sales Agreements, selling Agency or
Distribution Agreements, Indentures, the Debt Securities, any
Registration Statement or any agreements related to the Debt Securities.
Dated as of this 22nd day of February, 1996.
/s/ Rai P. K. Bhargava /s/ Alfred R. Glancy III
--------------------------- --------------------------
Rai P. K. Bhargava Alfred R. Glancy III
/s/ William K. McCrackin
------------------------
William K. McCrackin
-4-
<PAGE> 1
EXHIBIT 25-1
================================================================================
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED
TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ___
____________________________
NBD BANK
(Exact name of Trustee as specified in its charter)
<TABLE>
<S><C>
611 Woodward Avenue
Detroit, Michigan 48226 38-0864715
(Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.)
</TABLE>
NBD BANK
611 WOODWARD AVENUE
DETROIT, MICHIGAN 48226
CORPORATE TRUST DEPARTMENT
ATTN: JOSEPH L. WEIDENBACH (313) 225-2211
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
MCN INVESTMENT CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<S><C>
Michigan 38-2663964
(State or jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
150 W. Jefferson Avenue, Suite 1800
Detroit, Michigan 48226
(Address of principal executive offices) (Zip Code)
% SENIOR DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
1. GENERAL INFORMATION
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
State of Michigan Department of Commerce Financial Institutions
Bureau, Lansing, Michigan
Federal Reserve Bank of Chicago, Chicago, Illinois
Federal Deposit Insurance Corporation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR.
The obligor is not an affiliate of the Trustee.
3. VOTING SECURITIES OF THE TRUSTEE.
The following information is furnished as to each class of voting
securities of the Trustee:
<TABLE>
<CAPTION>
AS OF FEBRUARY 28, 1996
_______________________________________________________________________
COLUMN A COLUMN B
_______________________________________________________________________
TITLE OF CLASS AMOUNT OUTSTANDING
_______________________________________________________________________
<S> <C>
Common Stock, par value $12.50 per share 8,948,648 shares
</TABLE>
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
NBD Bank is Trustee under an Indenture, dated September 1, 1994, with
MCN Corporation ("MCN"), securing an issue of $101,100,000 9-3/8%
Series A Subordinated Deferrable Interest Debt Securities due
November 30, 2024. The Trustee is not aware of any default
under this Indenture.
NBD Bank is Trustee under an Indenture, dated September 1, 1995, with
MCN Investment Corporation ("MCN Investment"), a wholly owned
subsidiary of MCN Corporation ("MCN"), securing an issue of
Medium-Term Notes due February 1, 1999, February 1, 2001 and
February 1, 2003, respectively. The Trustee is not aware of any
default under this Indenture.
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR
OR UNDERWRITERS.
Neither the Trustee nor any of the directors nor executive officers of
the Trustee is a director, officer, partner, employee, appointee or
representative of the underwriter for the obligor.
Alfred R. Glancy III, Chairman, President and CEO of MCN, and Chairman
of MCN Investment, is a member of the Board of Directors of NBD Bank.
Thomas H. Jeffs II, President of NBD Bank, is a member of the Board of
Directors of MCN.
<PAGE> 3
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
Voting securities of the Trustee owned by the obligor and its
directors, partners and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.
Voting securities of the Trustee owned by any underwriter and its
directors, partners and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.
8. SECURITIES OF OBLIGOR OWNED OR HELD BY THE TRUSTEE.
The amount of securities of the obligor which the Trustee owns
beneficially or holds as collateral security for obligations in default
does not exceed one percent of the outstanding securities of the
obligor.
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
The Trustee does not own beneficially or hold as collateral security
for obligations in default any securities of an underwriter for the
obligor.
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
The Trustee does not own beneficially or hold as collateral security
for obligations in default voting securities of a person who, to
the knowledge of the Trustee (1) owns 10% or more of the voting
securities of the obligor, or (2) is an affiliate, other than a
subsidiary, of the obligor.
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PER CENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
The Trustee does not own beneficially or hold as collateral security
for obligations in default any securities of a person who, to the
knowledge of the Trustee, owns 50 percent or more of the voting
securities of the obligor.
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE AS OF FEBRUARY 27, 1996.
<TABLE>
<CAPTION>
_______________________________________________________________________
COLUMN A COLUMN B COLUMN C
_______________________________________________________________________
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
_______________________________________________________________________
<S> <C> <C>
$30 million participation $0 July 30, 1998
in a $300 million
revolving credit facility
</TABLE>
13. DEFAULTS BY THE OBLIGOR.
Not applicable.
14. AFFILIATIONS WITH THE UNDERWRITERS.
No underwriter is an affiliate of the Trustee.
<PAGE> 4
15. FOREIGN TRUSTEE.
Not applicable.
16. LIST OF EXHIBITS.
(1) Articles of Association of the Trustee. Attached hereto as
Exhibit A.
(2) Certificate of Authority of the Trustee to commence business.
See Exhibit A.
(3) Authorization of the Trustee to exercise corporate trust
powers. Attached hereto as Exhibit B.
(4) By-Laws of the Trustee. Attached hereto as Exhibit C.
(5) Not Applicable.
(6) Consent by the Trustee required by Section 321 (b) of the
Trust Indenture Act of 1939. Incorporated by reference to
Exhibit (6) filed with Amendment No. 1 to Form T-1 Statement,
Registration No. 22-4501.
(7) Report of condition of Trustee. Attached hereto as Exhibit D.
(8) Not applicable.
(9) Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the Trustee, NBD Bank, a Michigan banking corporation, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Detroit, State of
Michigan on the 29th day of February 1996.
NBD BANK
(Trustee)
By:___________________________
Joseph L. Weidenbach
Trust Officer
<PAGE> 5
[NBD LOGO]
ARTICLES OF
INCORPORATION
AND
BYLAWS
<PAGE> 6
NBD BANK
DETROIT, MICHIGAN
Charter No. 970
ARTICLES OF INCORPORATION
EFFECTIVE JANUARY 1, 1995
FIRST.
The name of this Bank shall be NBD Bank.
SECOND.
The place where the principal office of this Bank is located is in the City of
Detroit, Wayne County, State of Michigan.
The Board of Directors shall have the power to change the location of the main
office anywhere within the City of Detroit without the approval of the
shareholders and shall have the power to establish or change the location of
any branch or branches of this Bank to any other location without the approval
of the shareholders.
THIRD.
The purpose of this Bank is to carry on the business of banking pursuant to the
Michigan Banking Code of 1969, as amended.
FOURTH.
The authorized amount of the capital stock of this Bank shall be 10,000,000
shares of common stock of the par value of $12.50 each. The authorized amount
of the capital stock of this Bank may be increased or decreased from time to
time in accordance with provisions of the laws of the State of Michigan.
FIFTH.
The period for which this Bank is organized is perpetual.
SIXTH.
A Director of the Bank shall not be personally liable to the Bank or its
shareholders for monetary damages for a breach of fiduciary duty as a Director,
except for liability: (a) for any breach of the Director's duty of loyalty to
the Bank or its shareholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c)
resulting from a violation of Section 43 of the Michigan Banking Code, as
amended; (d) for any transaction from which the Director derived an improper
personal benefit; or (e) for any act or omission occurring prior to the date
upon which this Article is duly adopted and filed as required by law. If,
following approval of this Article by the shareholders, the Michigan Banking
Code is amended to authorize corporate action further eliminating or limiting
the personal liability of
<PAGE> 7
Directors, then the liability of a Director of the Bank shall be eliminated or
limited to the fullest extent permitted by the Michigan Banking Code, as
amended. Any repeal, modification or adoption of any provisions in these
Articles of Incorporation inconsistent with this Article shall not adversely
affect any right or protection of a Director of the Bank existing at the time
of such repeal, modification or adoption.
SEVENTH.
These Articles of Incorporation may be changed or amended at any time by a vote
of the shareholders owning a majority of the stock of this Bank in any manner
not inconsistent with the provisions of law.
<PAGE> 8
STATE OF MICHIGAN
DEPARTMENT OF COMMERCE
FINANCIAL INSTITUTIONS BUREAU
[STATE EMBLEM]
OFFICE OF THE COMMISSIONER
I, Patrick M. McQueen, Commissioner, do hereby certify, that
NBD BANK
in the City of Detroit, County of Wayne, State of Michigan, a financial
institution existing and operating under the provisions of the banking code of
1969, having satisfactorily complied with all statutory requirements obtaining
in such matter, is hereby authorized to exercise FULL TRUST POWERS as provided
in sections 181 through 186 of the banking code of 1969, effective 11:59 p.m.
on December 31, 1994.
[STATE SEAL] SIGNED AND SEALED this 21st day of
DECEMBER 1994, at Lansing, Michigan.
/s/ Patrick M. McQueen
----------------------------
Patrick M. McQueen
Commissioner
<PAGE> 9
NBD BANK
DETROIT, MICHIGAN
________________________________
BYLAWS
EFFECTIVE JANUARY 1, 1995
________________________________
ARTICLE I
STOCKHOLDERS' MEETINGS
Section 1. Annual Meetings. The regular Annual Meeting of the stockholders of
this Bank for the election of directors and for the transaction of any other
business as may properly come before the meeting shall be held on the third
Monday in May of each year or at such other date as from time to time may be
designated by the Board of Directors. If the election of directors shall not
be held on the day designated for an annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a
meeting of the stockholders as soon thereafter as convenient. Nominations for
election to the Board of Directors may be made by the Board of Directors or by
any stockholders entitled to vote for the election of directors.
Section 2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the stockholders may be called for any purpose at
any time by the Board of Directors or by the holders of at least ten per cent
(10%) of the then outstanding shares of stock.
Section 3. Place of Meetings. Annual meetings or special meetings of the
stockholders shall be held at the main office of the Bank or at such other
place within or without the State of Michigan as is established by the
Board of Directors.
Section 4. Proxies. All proxies secured for any annual or special meeting of
stockholders shall be dated and filed by the Secretary with the records of the
meeting.
Section 5. Notice of Meetings. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten days, before
the date of the meeting either personally or by mail, by or at the direction of
the President, or the Secretary, or the officer or persons calling the meeting
to each stockholder of record entitled to vote at such meeting. If mailed,
such notices shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at his address as it appears on the
records of the Bank with postage thereon prepaid. Such notice may be waived in
writing.
Section 6. Fixing the Record Date. For the purpose of determining
stockholders entitled to
<PAGE> 10
notice of or to vote at any meeting of stockholders, annual or special, or
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other proper purpose, the Board of
Directors shall fix in advance a record date and hour for any such
determination of stockholders, such date in any case to be not more than fifty
(50) days and, in case of a meeting of stockholders, not less than ten (10)
days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
Section 7. Stockholders' Action Without A Meeting. Unless otherwise
restricted in the Articles of Incorporation or these Bylaws, any action which
may be taken at the annual or any special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by all stockholders
entitled to vote with respect to the subject matter thereof.
ARTICLE II
DIRECTORS
Section 1. Size and Vacancies. The Board of Directors shall consist of such
number of persons, not less than five nor more than twenty-five, as from time
to time shall be determined by a majority of the votes to which all
stockholders are at the time entitled or by resolution adopted by the
affirmative vote of a majority of the Board of Directors. Any vacancies in the
Board of Directors may be filled by action of a majority of the remaining
Directors between meetings of stockholders. Subject to the limitation as to
the number of Directors, the stockholders may elect not to exceed two less than
the full Board, and the unfilled directorships shall be considered as vacancies
and may be filled thereafter by the Board of Directors.
Section 2. Powers. The Board of Directors, a majority of whom shall be a
quorum to transact business, shall have power to manage and administer the
business and affairs of the Bank and to prescribe Bylaws for the regulation of
the business of the Bank and the conduct of its affairs not inconsistent with
law, the Articles of Incorporation and these Bylaws. Except as expressly
limited by law, all corporate powers of the Bank shall be vested in and may be
exercised by the Board of Directors.
Section 3. Officers and Employees. The Board of Directors shall have power to
elect or appoint such officers and employees as may be required to transact the
business of the Bank, to define their duties, to require bonds from them and to
fix the penalty thereof, and to continue them in office or dismiss them.
Section 4. Meetings. The regular meetings of the Board of Directors shall be
held on such date and at such time each month, within or without the State of
Michigan as shall from time to time be determined by the Board of Directors by
resolution, except that in the month in which the regular annual meeting of the
stockholders is held, the regular meeting of the Board of Directors shall be
held following and on the same day as the regular meeting of the stockholders.
When any regular meeting of the Board of Directors falls upon a holiday, the
meeting shall be held on
<PAGE> 11
such other day as the Board of Directors may previously designate. Special
meetings of the Board of Directors may be called at any time by the Secretary
or by any officer of higher rank than Vice President, or any three Directors.
Notice of each special meeting shall be given personally or by duly mailing,
telephoning, or telegraphing the same, at least twenty-four hours before the
meeting. Any or all Directors may waive notice of any meeting either before or
after the meeting.
Section 5. Participation In Meetings By Telephone. Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, members of the
Board of Directors or any committee designated by the Board may participate in
a meeting of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
Section 6. Directors' Action Without A Meeting. Unless otherwise restricted
by the Articles of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written consent thereto
is signed by all members of the Board or of such committee as the case may be,
and such written consent is filed with the minutes of proceedings of the Board
or committee.
ARTICLE III
COMMITTEES OF THE BOARD
Section 1. Executive Committee. There shall be a committee composed of not
less than four (4) members to be known as the Executive Committee which shall
consist of all the officer-directors of the Bank and two (2) other directors
appointed as shall be provided by the Board of Directors. Provision shall be
made by the Board of Directors for the appointment of alternates to act for
members in the event of their absence or disability.
1.1 Presiding Officer. The Chairman of the Board shall act as presiding
officer at any meeting of the Executive Committee. In the event of the absence
or disability of the Chairman of the Board, the President shall act as
presiding officer. In the event of the absence or disability of the Chairman
of the Board and President, another officer-director, if present, shall act as
presiding officer. If no officer- director member is present, an Executive
Vice President of the Bank may serve as the presiding officer or the other
members present at the meeting shall elect one of their members as presiding
officer.
1.2 Quorum. Any two (2) persons, each of whom is a member or alternate
member of the Executive Committee, of whom not less than one (1) shall be
non-officer directors, shall constitute a quorum for the transaction of
business at any meeting of the Executive Committee.
1.3 Duties. The Executive Committee shall function from day to day or
such other short intervals as shall be found requisite and expedient in the
carrying on of the business and affairs of the Bank, and between meetings of
the Board of Directors, said Committee, within the scope of the jurisdiction
and functions assigned by the Board of Directors to such Committee, shall
<PAGE> 12
have and may exercise, so far as may be permitted by law, all power and
authority of the Board of Directors (including the right to authorize the seal
of the Bank to be affixed to all instruments on which the same may be required
or appropriate) and shall have power, but not by way of limitation of its
general powers, to discount and purchase bills, notes, and other evidences of
debt, and to buy and sell bills of exchange. A record of the meetings of the
Committee shall be kept, which shall be accessible to inspection by the
Directors at all times, and the Committee shall, at each regular meeting of the
Board of Directors and at such other times as the Board of Directors may
request, submit in writing a full report of its actions. The Board of
Directors shall approve or disapprove the report of the Executive Committee,
such action to be recorded in the minutes of the meeting; provided, however,
that no rights of third parties shall be affected by any action of the Board of
Directors, if such rights have attached by virtue of action of the Executive
Committee within the scope of the jurisdiction and functions assigned by the
Board of Directors to said Committee.
Section 2. Audit Committee. There shall be appointed annually by the Board of
Directors an Audit Committee composed of not less than three (3) Directors none
of whom shall be officers of the Bank.
2.1 Duties. The Audit Committee shall:
(i) Cause to be made by the Auditing Department of the Bank a
suitable examination of the financial records and operations of the Bank
through a program of continuous internal audits. The Committee may employ
independent certified public accounting firms of recognized standing to make
such additional examinations and audits as it may deem advisable. The
examinations caused to be made by the Committee shall meet any examination
requirements prescribed from time to time by the Michigan Financial
Institutions Bureau or other regulatory authorities having jurisdiction and may
be made in conjunction with examinations of the Michigan Financial Institutions
Bureau.
(ii) Report to the Board of Directors at least once in each
calendar year the results of the examinations made and such conclusions and
recommendations as the Committee deems appropriate.
Section 3. Other Committees. The Board of Directors may create and appoint
such other committees as it may, at any time or from time to time, find
necessary or desirable to facilitate and expedite the management and
administration of the affairs of the Bank. The Board of Directors shall have
power to specify the number of members of any such other committee, to
designate the powers and duties of any such other committee, and to provide for
the tenure in office of its members, its method of organization, and its
procedure for the transaction of business.
ARTICLE IV
OFFICERS
<PAGE> 13
Section 1. Appointment and Titles. The officers of this Bank shall include a
Chairman of the Board and a President and may include one or more Vice Chairman
of the Board, each of whom shall be a member of the Board of Directors, and
shall further include one or more Vice Presidents, a Secretary, one or more
Assistant Secretaries, and such other officers as may be from time to time
required for the prompt and orderly transaction of its business, to be elected
by the Board of Directors. The same person may hold any two or more offices,
and in any such case, these Bylaws shall be construed and understood
accordingly; provided that the same person may not hold the offices of Chairman
of the Board and Secretary or President and Secretary. The duties and
authorities of the officers of the Bank, other than those mentioned in these
Bylaws, shall be those usually pertaining to their respective offices, or as
may be designated by the Chairman of the Board, subject to the supervision and
direction of the Board of Directors.
Section 2. Term of Office of Officer-Directors. The Chairman of the Board,
the President and any Vice Chairman of the Board shall hold office for the
current year for which the Board of Directors of which they shall be members
was elected, unless they shall resign, become disqualified, or be removed; and
any vacancy occurring in any of such offices may be filled by the remaining
members of the Board of Directors.
Section 3. Chairman of the Board and President. The Chairman of the Board
shall be the chief executive officer of the Bank, shall preside at meetings of
stockholders and directors, shall have general supervision and direction of the
business of the Bank, and perform such other duties as may be designated by the
Board of Directors. The President shall perform such duties as may be
designated by the Board of Directors and, in the event of the absence or
disability of the Chairman of the Board, shall have his powers and duties. The
Vice Chairman of the Board shall perform such duties as may be designated by
the Board of Directors.
Section 4. Officers. All other officers shall be elected to hold their
respective offices at the pleasure of the Board of Directors of the Bank, and
shall have such duties, other than those mentioned herein, as shall be
prescribed by the Board of Directors.
Section 5. Secretary. The Secretary or Assistant Secretary or other officers
designated by the Board of Directors shall be responsible for stock books and
records, and other valuables of the Bank, and shall keep accurate minutes of
all meetings. The Secretary shall attend to the giving of all notices required
by these Bylaws to be given. He shall be custodian of the corporate seal,
records, documents and papers of the Bank. He shall provide for the keeping of
proper records of all transactions of the Bank. The Secretary, or Assistant
Secretary in his absence, shall have the power to sign indemnity agreements and
appoint agents by executing powers of attorney or such other similar documents
deemed necessary in the ordinary course of transacting the Bank's business. He
shall serve as Cashier, and he or his Deputy Cashiers shall have and may
exercise any and all other powers and duties pertaining by law, regulation or
practice, to the office of the Cashier, or imposed by these Bylaws. He shall
also perform such other duties as may be assigned to him, from time to time, by
the Board of Directors.
Section 6. Officers, Employees and Agents. All other officers, employees and
agents of this Bank shall be responsible for all such sums of money and
property of every kind as may be entrusted to their care or placed in their
hands by the Board of Directors, or otherwise come into
<PAGE> 14
their hands as officers, employees or agents; and shall qualify under the
bankers blanket bond covering the bank officers and employees, approved as to
type and amount from year to year by the Board of Directors, conditioned for
the honest and faithful discharge of their duties as such officers, employees
or agents, and that they will faithfully and honestly apply and account for all
sums of money and other property of this Bank that may come into their hands as
such officers, employees or agents and pay over and deliver the same to the
order of the Board of Directors, or to any other person or persons authorized
by the Board of Directors to receive the same.
ARTICLE V
SEAL
The Board may adopt a seal of the Bank in any form including a raised
impression or a stamp bearing the name of the Bank and the city and state of
its principal place of business. The Secretary shall be the official custodian
of the seal and shall be responsible for the safekeeping and proper use
thereof. The seal shall not be used or affixed to any paper or document
whatsoever except by the Secretary or any Assistant Secretary, or such other
officers or employees of the Bank as may be authorized by the Secretary or any
Assistant Secretary to affix the seal.
ARTICLE VI
EXECUTION OF INSTRUMENTS
Section 1. Conveyance of Real Estate. All transfers and conveyances of real
estate shall be made by the Bank, under seal, and shall be signed by the
President or any Vice President or any other officer, employee or agent of the
Bank as may be designated by the Secretary, and shall be attested by the
Secretary or any Assistant Secretary, or such other officer or employee of this
Bank as may be authorized by the Secretary to affix the seal.
Section 2. Contracts. All contracts, checks, drafts, etc., shall be signed by
the Secretary, or any officer of the rank of Vice President or higher rank, or
any other officer or employee designated by the Secretary.
Section 3. Absence of Resolution. No resolution of the Board of Directors
shall be necessary in order to authorize the execution, acknowledgement or
verification of any document by any officer who is authorized under these
Bylaws to do so, and he or she shall have full authority to act as if he or she
were duly authorized by resolution of the Board of Directors in each particular
case.
<PAGE> 15
ARTICLE VII
BANKING HOURS
The Bank shall be open for business upon such hours of each day of the
year as the Chief Executive Officer or his delegate shall from time to time
direct and the Chief Executive Officer or his delegate may, in his discretion,
prescribe different banking hours for different classes of business and
different banking hours for one or more branch offices, than prescribed for the
principal banking office.
ARTICLE VIII
MINUTE BOOK
The organization papers of this Bank, the returns of the judges of the
elections, the proceedings of all regular and special meetings of the Board of
Directors and of the stockholders, the Bylaws and any amendments thereto, and
reports of the committees of the Board of Directors shall be recorded in the
minute book and the minutes of each meeting shall be signed by the person
presiding at such meeting and attested by the Secretary.
ARTICLE IX
TRANSFERS OF STOCK
Section 1. Transfers. The stock of this Bank shall be assignable and
transferable only on the books of this Bank, subject to the restrictions and
provisions of the law; and a transfer book shall be provided in which all
assignments and transfers of stock shall be made.
Section 2. Record Date. The stock transfer books of the Bank shall not be
closed for the determination of stockholders entitled to dividends, but any
dividend can be made payable to stockholders of record on the date such
dividend is declared, or any subsequent date. The Bank shall be fully
protected in giving notices of meetings, paying dividends and doing such other
things as require a knowledge of the names of the stockholders of the Bank, in
relying upon the names of the stockholders as they appear upon the stock books
of the Bank.
Section 3. Form and Issuance. Certificates of stock, bearing the manual or
facsimile signature of the Chairman of the Board, President or any Vice
President, and the Secretary, or the manual or facsimile signature of any two
of such other employees of the Bank as may be designated for such purpose from
time to time by resolution of the Board of Directors, and bearing the impressed
or facsimile seal of the Bank, may be issued to stockholders. The death,
resignation, discharge or incapacity of any person whose manual or facsimile
signature appears on any certificate, shall not affect the validity of such
certificate of stock, whether such certificate has theretofore or is thereafter
issued. All certificates of stock shall state upon the face thereof that the
stock is transferable only upon the books of the Bank; and when stock is
transferred, the certificates therefore shall be returned to the Bank,
canceled, preserved and new certificates issued.
<PAGE> 16
ARTICLE X
PROXIES AND CONSENTS
Proxies to vote and written consent with respect to shares of stock of
other corporations owned by or standing in the name of the Bank may be executed
and delivered from time to time on behalf of the Bank by two officers, one of
whom shall be the Chairman, President, Executive Vice President, Senior Vice
President or a Vice President and the other of whom shall be the Secretary or
an Assistant Secretary of the Bank; or by any other person or persons duly
authorized by the Board of Directors.
ARTICLE XI
TRUST DIVISION
Section 1. Exercise of Fiduciary Powers. All fiduciary powers of the Bank
shall be exercised through the Trust Division under the supervision of the
Trust Committee, subject to the Michigan Banking Code and subject to such
regulations as the Michigan Financial Institutions Bureau shall from time to
time establish. All books and records relating to fiduciary activities shall
be kept separate and distinct from the other books and records of the Bank.
Section 2. Officer in Charge. The Trust Division shall be placed under the
management and immediate supervision of an officer in charge appointed by the
Board of Directors. The duties of such officer shall be to cause the policies
and instructions of the Board of Directors, the chief executive officer and the
Trust Committee, with respect to the fiduciary accounts entrusted to the Bank,
to be carried out, and to supervise the due performance of such accounts in
accordance with law and their terms.
Section 3. Other Officers. Any other officer specifically appointed for the
performance of fiduciary activities shall exercise such powers and perform such
duties as are prescribed by these Bylaws, or as may be assigned to them by the
Board of Directors, the chief executive officer or the officer in charge of
fiduciary activities.
Section 4. Signature and Authentication of Instruments. All instruments in
which the Bank is named as Trustee or in any other fiduciary capacity and all
authentications or certificates by the Bank as Trustee under any mortgage, deed
of trust or other instrument securing bonds, debentures, notes or other
obligations of any individual, association or corporation, and all certificates
as Registrar or Transfer Agent and all certificates of deposit for stocks and
bonds, interim certificates, trust certificates and any other certificates,
document or instrument requiring execution may be signed or countersigned in
behalf of the Bank by any Trust Officer or officer of equal or higher rank
specifically elected or appointed for the performance of fiduciary duties or
the Secretary or any officer of the rank of Vice President or higher rank or by
any other person appointed for that purpose by the Board of Directors.
<PAGE> 17
Section 5. Custody of Investments. The investments of each fiduciary account
shall be kept separate from the assets of the Bank, and shall be placed in the
joint custody or control of not less than two of the officers or employees of
the Bank designated for that purpose by the Board of Directors. All such
officers and employees shall be adequately bonded. The investments of each
such fiduciary account shall be either: kept separate from those of all other
accounts, except as provided under the regulations of the Michigan Financial
Institutions Bureau for collective investment, or adequately identified as the
property of the relevant account.
Section 6. Trust Committee. There shall be a Trust Committee which shall be
composed of not less than five (5) members of the Board of Directors, at least
three (3) of whom shall be non-officer directors, and may include one or more
officers of the Bank who are not directors, appointed by the Board of Directors
to serve during its pleasure. The Trust Committee shall have general
supervision of and shall determine the policies relating to the administration
of fiduciary relationships. It shall have general supervision of the Trust
Division, the other committees to which the exercise of fiduciary powers of the
Bank are assigned, and the investment of funds and disposition of investments
held by the Bank in a fiduciary capacity. It shall have such other powers and
duties relating to the administration of fiduciary accounts entrusted to the
Bank as may be conferred upon it from time to time by the Board of Directors.
The Trust Committee shall meet at least once a month and shall keep minutes of
its meetings showing the disposition of all matters considered and passed upon,
and shall make monthly reports to the Board of Directors. Any three (3)
persons, each of whom is a member of the Trust Committee, of whom not less than
two (2) shall be nonofficer directors, shall constitute a quorum for the
transaction of business at any meeting of the Trust Committee.
ARTICLE XII
QUORUM
Except as otherwise provided by statute or in the Articles of Incorporation
or these Bylaws, a majority of all the stockholders or Directors, as the case
may be, shall be required to constitute a quorum to do business. Should there
be no quorum at any regular or special meeting of stockholders or Directors,
the stockholders or Directors present may adjourn from day to day until a
quorum is in attendance.
ARTICLE XIII
INDEMNIFICATION AND INSURANCE
The Bank shall indemnify and reimburse any director, officer, employee, or
agent to the fullest extent permitted by the laws of the State of Michigan, as
amended from time to time.
<PAGE> 18
ARTICLE XIV
AMENDMENTS TO BYLAWS
These Bylaws may be repealed, altered, or amended, in whole or in part, by
the vote of a majority of the Directors, at any regular or special meeting of
the Board of Directors.
CERTIFICATION
I, _________________________________, ________________________________ of NBD
Bank of Detroit, Michigan, certify that the foregoing is a true and exact copy
of the Articles of Incorporation and Bylaws of NBD Bank effective January 1,
1995.
IN WITNESS WHEREOF, I have executed this certification and caused the corporate
seal of the Bank to be affixed on _______________________, 19___ .
_____________________
<PAGE> 19
Charter No. 13671 Comptroller of the Currency District
REPORT OF CONDITION CONSOLIDATING
DOMESTIC AND FOREIGN SUBSIDIARIES OF THE
NBD BANK
in the State of Michigan, at the close of business on December 31, 1995
published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
<TABLE>
<CAPTION>
ASSETS
Thousands
of dollars
<S> <C>
Cash and balances due from depository institutions
Noninterest-bearing balances and currency
and coin............................................. 1,551,031
Interest-bearing balances............................ 628,810
Securities:
Held-to-maturity securities.......................... 0
Available-for-sale securities........................ 5,018,302
Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds sold............................... 595,150
Securities purchased under agreements to resell.. 146,401
Loans and lease financing receivables:
Loans and leases, net of unearned income ............ 20,460,785
LESS: Allowance for loan and lease losses ........... 267,382
Loans and leases, net of unearned income and
allowance............................................ 20,193,403
Assets held in trading accounts.......................... 154,747
Premises and fixed assets (including
capitalized leases).................................. 348,959
Other real estate owned.................................. 16,176
Investments in unconsolidated subsidiaries and
associated companies................................. -
Customers' liability to this bank on acceptances
outstanding.......................................... 164,133
Intangible assets........................................ 38,024
Other assets............................................. 606,503
-----------
Total assets............................................. 29,461,639
===========
LIABILITIES
Deposits:
In domestic offices.................................. 16,450,184
Noninterest-bearing.............................. 4,799,681
Interest-bearing................................. 11,650,503
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................... 2,910,868
Noninterest-bearing.............................. 67,313
Interest-bearing................................. 2,843,555
Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased.......................... 1,958,326
</TABLE>
<PAGE> 20
<TABLE>
<S> <C>
Securities sold under agreements to repurchase... 243,869
Demand notes issued to the U.S. Treasury................. 162,376
Trading liabilities...................................... 75,745
Other borrowed money:
With original maturity of one year or less....... 2,377,209
With original maturity of more than one year..... 1,564,618
Mortgage indebtedness and obligations
under capitalized leases............................. 14,262
Bank's liability on acceptances executed and
outstanding.......................................... 164,133
Notes and debentures subordinated to
deposits............................................. 700,000
Other liabilities........................................ 566,318
-----------
Total liabilities........................................ 27,187,908
-----------
EQUITY CAPITAL
Common stock............................................. 111,858
Surplus.................................................. 631,981
Undivided profits and capital reserves................... 1,448,664
Net unrealized holding gains (losses) on available-for- 72,912
Cumulative foreign currency translation
adjustments.......................................... 8,316
-----------
Total equity capital..................................... 2,273,731
-----------
Total liabilities and equity capital..................... 29,461,639
===========
</TABLE>
I, Jason N. Hansen, Vice President of the above-named bank do hereby
declare that this Report of Condition is true and correct to the best of
knowledge and belief.
JASON N. HANSEN
January 25, 1996
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been
examined by us, and to the best of our knowledge and belief has been
prepared conformance with the instructions and is true and correct.
THOMAS H. JEFFS II
JOHN E. LOBBIA
ALFRED R. GLANCY III
Directors
