MCN ENERGY GROUP INC
11-K, 1997-06-30
NATURAL GAS DISTRIBUTION
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<PAGE>   1
     As filed with the Securities and Exchange Commission on June 30, 1997

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


           ----------------------------------------------------------


                                   FORM 11-K

 (Mark One)

     [X]          Annual report pursuant to Section 15(d) of the
                        Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 1996

                                                    OR

     [ ]          Transition report pursuant to Section 15(d)
                     of the Securities Exchange Act of 1934

                  For the transition period from            to    
                                                 ----------    ----------


COMMISSION FILE NUMBER 1-10070

                    THE GENIX GROUP RETIREMENT SAVINGS PLAN

                                1 Marquis Plaza

                            5315 Campbells Run Road

                              Pittsburgh, PA 15205

                 (Full title of the plan and the address of the
                   plan, if different from that of the issuer
                                  named below)

                             MCN CORPORATION (MCN)

                              500 Griswold Street

                            Detroit, Michigan 48226

           (Name of issuer of the common stock issued pursuant to the
            plan and the address of its principal executive office)





<PAGE>   2

REQUIRED INFORMATION
- --------------------------------------------------------------------------------


The financial statements listed in the accompanying table of contents on page 3
of this document are filed as part of this Form 11-K.

SIGNATURES
- --------------------------------------------------------------------------------

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, 
persons who administer the Genix Group Retirement Savings Plan have duly 
caused this annual report on Form 11-K to be signed on its behalf by the 
undersigned thereunto duly authorized.

THE GENIX GROUP RETIREMENT SAVINGS PLAN


BY:     Bruce Neeley and Thomas Solomon
        --------------------------------------
        as Administrators of the Plan

        /s/  BRUCE NEELEY
        --------------------------------------
        Bruce Neeley, Controller,
        Affiliated Computer Services, Inc.

        /s/  THOMAS SOLOMON
        --------------------------------------
        Thomas Solomon, Senior Vice President,
        Affiliated Computer Services, Inc.


DATE:  June 30, 1997




                                  Page 2 of 15


<PAGE>   3



THE GENIX GROUP RETIREMENT SAVINGS PLAN

TABLE OF CONTENTS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                         Page
<S>                                                                    <C>
INDEPENDENT AUDITORS' REPORT                                                4

FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995:

   Statements of Net Assets Available for Benefits                          5

   Statements of Changes in Net Assets Available for Benefits           6 - 7

   Notes to Financial Statements                                       8 - 11

SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1996:

   Item 27(a) - Schedule of Assets Held for Investment Purposes            12

   Item 27(d) - Schedule of Reportable Transactions                        13
</TABLE>




Schedules not filed herewith are omitted because of the absence of conditions
under which they are required.




                                  Page 3 of 15


<PAGE>   4


INDEPENDENT AUDITORS' REPORT


To the Retirement Administrative Committee of
   The Genix Group, Inc.:

We have audited the accompanying statements of net assets available for
benefits of The Genix Group Retirement Savings Plan as of December 31, 1996 and
1995 and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1996 and 1995, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment purposes as of December 31, 1996, and (2) reportable
transactions for the year ended December 31, 1996, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental
information by fund in the statements of changes in net assets available for
benefits is presented for the purpose of additional analysis rather than to
present the changes in net assets available for benefits of the individual
funds. The supplemental schedules and supplemental information by fund is the
responsibility of the Plan's management. Such supplemental schedules and
supplemental information by fund have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.

/s/ DELOITTE & TOUCHE LLP

May 28, 1997
Pittsburgh, Pennsylvania


                                  Page 4 of 15
<PAGE>   5

THE GENIX GROUP RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      1996              1995
<S>                                                <C>               <C>
INVESTMENTS, AT FAIR VALUE:
  Cash Reserves Fund                               $ 2,007,523       $ 2,055,610
  Intermediate Bond Fund                               682,735           878,642
  Equity Income Fund                                 2,551,991         2,649,732
  Retirement Growth Fund                             2,223,636         2,295,277
  Magellan Fund                                      4,687,716         5,374,329
  Puritan Fund                                       1,766,200         1,981,977
  Growth and Income Fund                             4,154,372         4,447,324
  MCN Common Stock Fund                              2,355,655         2,405,208
  Participant Loans                                    562,637           541,713
                                                   -----------       -----------

NET ASSETS AVAILABLE FOR BENEFITS                  $20,992,465       $22,629,812
                                                   ===========       ===========
</TABLE>


See notes to financial statements.



                                  Page 5 of 15



<PAGE>   6


THE GENIX GROUP RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 SUPPLEMENTAL FUND INFORMATION
                                     -------------------------------------------------------------------------------------
                                                                                                                          
                                          CASH      INTERMEDIATE     EQUITY      RETIREMENT                               
                                        RESERVES        BOND         INCOME        GROWTH        MAGELLAN       PURITAN   
                                          FUND          FUND          FUND          FUND           FUND          FUND     
<S>                                   <C>            <C>          <C>            <C>            <C>            <C>        
INCREASES:
  Contributions:
    Employer                          $    70,928    $  31,885    $    60,751    $    67,181    $   192,361    $    64,541
    Employee                               92,804       55,014        101,816        115,518        277,184        114,183
                                      -----------    ---------    -----------    -----------    -----------    -----------
          Total contributions             163,732       86,899        162,567        182,699        469,545        178,724
                                      -----------    ---------    -----------    -----------    -----------    -----------
  Investment income:
    Dividends and interest - net          115,248       62,938        192,811        278,643        907,031        273,968
    Net appreciation (depreciation)            --      (27,436)       379,870        (85,237)      (284,585)        33,994
                                      -----------    ---------    -----------    -----------    -----------    -----------
     Net investment income                115,248       35,502        572,681        193,406        622,446        307,962
                                      -----------    ---------    -----------    -----------    -----------    -----------
          Total                           278,980      122,401        735,248        376,105      1,091,991        486,686

DECREASES:
  Distributions to participants          (525,360)    (245,086)    (1,033,588)      (363,986)    (1,468,535)      (688,080)
  Expenses                                    (90)         (40)           (20)           (40)           (50)          (110)
  Net loans to participants                 8,840       (6,817)        14,480        (10,386)       (71,101)         9,857
  Transfers between funds                 189,543      (66,365)       186,139        (73,334)      (238,918)       (24,130)
                                      -----------    ---------    -----------    -----------    -----------    -----------
          Total                          (327,067)    (318,308)      (832,989)      (447,746)    (1,778,604)      (702,463)
                                      -----------    ---------    -----------    -----------    -----------    -----------
     Net increase (decrease)              (48,087)    (195,907)       (97,741)       (71,641)      (686,613)      (215,777)

NET ASSETS AVAILABLE FOR BENEFITS,
  BEGINNING OF YEAR                     2,055,610      878,642      2,649,732      2,295,277      5,374,329      1,981,977
                                      -----------    ---------    -----------    -----------    -----------    -----------
NET ASSETS AVAILABLE FOR BENEFITS,
  END OF YEAR                         $ 2,007,523    $ 682,735    $ 2,551,991    $ 2,223,636    $ 4,687,716    $ 1,766,200
                                      ===========    =========    ===========    ===========    ===========    ===========

<CAPTION>
                                                   SUPPLEMENTAL FUND INFORMATION
                                     -----------------------------------------------------------
                                                         MCN
                                         GROWTH &       COMMON
                                         INCOME         STOCK      PARTICIPANT
                                          FUND           FUND         LOANS           TOTAL
<S>                                   <C>            <C>            <C>          <C>         
INCREASES:
  Contributions:
    Employer                          $   111,647    $    86,588    $      --    $    685,882
    Employee                              187,894         74,511           --       1,018,924
                                      -----------    -----------    ---------    ------------
          Total contributions             299,541        161,099           --       1,704,806
                                      -----------    -----------    ---------    ------------
  Investment income:
    Dividends and interest - net          276,914         98,883           --       2,206,436
    Net appreciation (depreciation)       632,995        557,629           --       1,207,230
                                      -----------    -----------    ---------    ------------
     Net investment income                909,909        656,512           --       3,413,666
                                      -----------    -----------    ---------    ------------
          Total                         1,209,450        817,611           --       5,118,472

DECREASES:
  Distributions to participants        (1,666,007)      (677,003)     (87,713)     (6,755,357)
  Expenses                                   (110)            (1)          --            (460)
  Net loans to participants               (48,269)        (5,241)     108,637              --
  Transfers between funds                 211,984       (184,919)          --              -- 
                                      -----------    -----------    ---------    ------------
          Total                        (1,502,402)      (867,163)      20,924      (6,755,817)
                                      -----------    -----------    ---------    ------------
     Net increase (decrease)             (292,952)       (49,553)      20,924       1,637,347

NET ASSETS AVAILABLE FOR BENEFITS,
  BEGINNING OF YEAR                     4,447,324      2,405,208      541,713      22,629,812
                                      -----------    -----------    ---------    ------------
NET ASSETS AVAILABLE FOR BENEFITS,
  END OF YEAR                         $ 4,154,372    $ 2,355,655    $ 562,637    $ 20,992,465
                                      ===========    ===========    =========    ============
</TABLE>



See notes to financial statements.



                                  Page 6 of 15
<PAGE>   7

THE GENIX GROUP RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                SUPPLEMENTAL FUND INFORMATION
                                     -------------------------------------------------------------------------------------
                                                                                                                          
                                          CASH      INTERMEDIATE     EQUITY      RETIREMENT                               
                                        RESERVES        BOND         INCOME        GROWTH        MAGELLAN         PURITAN 
                                          FUND          FUND          FUND          FUND           FUND            FUND   
<S>                                  <C>            <C>          <C>            <C>            <C>            <C>        
INCREASES:
  Contributions:
    Employer                         $    92,506    $  58,550    $   109,715    $   129,784    $   342,399    $   133,070
    Employee                             176,956      101,956        122,062        165,049        370,883        211,805
                                     -----------    ---------    -----------    -----------    -----------    -----------
          Total contributions            269,462      160,506        231,777        294,833        713,282        344,875
                                     -----------    ---------    -----------    -----------    -----------    -----------
  Investment income:
    Dividends and interest - net         119,346       50,641        161,009        222,915        314,331        108,704
    Net appreciation                          --       42,359        470,342        234,427        930,592        229,199
                                     -----------    ---------    -----------    -----------    -----------    -----------
     Net investment income               119,346       93,000        631,351        457,342      1,244,923        337,903
                                     -----------    ---------    -----------    -----------    -----------    -----------
          Total                          388,808      253,506        953,128        752,175      1,958,205        682,778

DECREASES:
  Distributions to participants          (77,991)     (17,391)        (5,716)       (43,966)      (119,409)       (48,278)
  Expenses                                  (210)         (70)           (30)           (30)           (80)          (140)
  Net loans to participants              (10,273)         910          5,813         (1,329)       (10,442)         7,844
  Transfers between funds               (139,476)       1,383        (79,101)      (315,774)       425,756       (122,559)
                                     -----------    ---------    -----------    -----------    -----------    -----------
          Total                         (227,950)     (15,168)       (79,168)      (361,099)       295,825       (163,133)
                                     -----------    ---------    -----------    -----------    -----------    -----------
     Net increase (decrease)             160,858      238,338        784,094        391,076      2,254,030        519,645

NET ASSETS AVAILABLE FOR BENEFITS,
  BEGINNING OF YEAR                    1,894,752      640,304      1,865,638      1,904,201      3,120,299      1,462,332
                                     -----------    ---------    -----------    -----------    -----------    -----------
NET ASSETS AVAILABLE FOR BENEFITS,
  END OF YEAR                         $2,055,610    $ 878,642    $ 2,649,732    $ 2,295,277    $ 5,374,329    $ 1,981,977
                                      ==========    =========    ===========    ===========    ===========    ===========

<CAPTION>

                                                  SUPPLEMENTAL FUND INFORMATION
                                     -------------------------------------------------------
                                                         MCN
                                        GROWTH &        COMMON
                                         INCOME         STOCK      PARTICIPANT
                                          FUND           FUND          LOANS         TOTAL
<S>                                  <C>            <C>            <C>          <C>         
INCREASES:
  Contributions:
    Employer                         $   200,181    $   159,975    $      --    $  1,226,180
    Employee                             249,936        138,703           --       1,537,350
                                     -----------    -----------    ---------    ------------
          Total contributions            450,117        298,678           --       2,763,530
                                     -----------    -----------    ---------    ------------
  Investment income:
    Dividends and interest - net         215,078         89,276           --       1,281,300
    Net appreciation                     860,393        520,584           --       3,287,896
                                     -----------    -----------    ---------    ------------
     Net investment income             1,075,471        609,860           --       4,569,196
                                     -----------    -----------    ---------    ------------
          Total                        1,525,588        908,538           --       7,332,726

DECREASES:
  Distributions to participants          (30,291)       (19,286)          --        (362,328)
  Expenses                                   (70)            --           --            (630)
  Net loans to participants                1,994         (7,337)     (15,582)        (28,402)
  Transfers between funds                238,747         (8,976)          --              --
                                     -----------    -----------    ---------    ------------
          Total                          210,380        (35,599)     (15,582)       (391,360)
                                     -----------    -----------    ---------    ------------
     Net increase (decrease)           1,735,968        872,939      (15,582)      6,941,366

NET ASSETS AVAILABLE FOR BENEFITS,
  BEGINNING OF YEAR                    2,711,356      1,532,269      557,295      15,688,446
                                     -----------    -----------    ---------    ------------
NET ASSETS AVAILABLE FOR BENEFITS,
  END OF YEAR                        $ 4,447,324    $ 2,405,208    $ 541,713    $ 22,629,812
                                     ===========    ===========    =========    ============
</TABLE>



See notes to financial statements.


                                  Page 7 of 15

<PAGE>   8
   


THE GENIX GROUP RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
- --------------------------------------------------------------------------------


1.    SIGNIFICANT ACCOUNTING POLICIES

      a.    Basis of Accounting - The accounting records of The Genix Group
            Retirement Savings Plan (the "Plan"), sponsored by The Genix Group,
            Inc. (the "Corporation"), formerly a wholly-owned subsidiary of MCN
            Investment Corporation ("MCN"), are maintained on the accrual basis
            of accounting. On June 21, 1996, the Corporation was purchased by
            Affiliated Computer Services, Inc. ("ACS"), a leading nationwide
            provider of information technology services, and as further 
            discussed in Notes 2 and 5 and as a result of the acquisition of 
            ACS, the Plan was terminated by the Corporation as of March 31, 
            1997.

      b.    Basis of Presentation - The accompanying financial statements were
            prepared in conformity with generally accepted accounting
            principles. In connection with their preparation, management was
            required to make estimates and assumptions that affect the reported
            amounts of assets, revenues and expenses. Actual results could
            differ from those estimates.

      c.    Investments - Plan investments are stated at fair market value.
            Investments in mutual funds are stated at the funds' net asset
            values per share on the last business day of the Plan's year end.
            Investments in common stock of MCN are valued at the last reported
            sales price on the last business day of the year. Participant loans 
            are valued at cost, which approximates fair value.

      d.    Expenses - Expenses incurred by the Trustee, Fidelity Management
            Trust Company ("Fidelity"), a subsidiary of FMR Corporation,
            Boston, Massachusetts, in connection with the purchase or sale of
            MCN's common stock are paid by the Plan. All other expenses of the
            Plan are paid from the Plan to the extent not paid by the
            Corporation.

2.    DESCRIPTION OF THE PLAN

      The following brief description of the Plan is provided for general
      information purposes only. Participants should refer to the Plan document
      for a more complete description of the Plan's provisions.

      a.    Plan Organization, Amendments and General Provisions - The Plan is
            a defined contribution plan, the purpose of which is to provide
            regular salaried and hourly employees of the Corporation, an
            opportunity to accumulate savings for their retirement through
            several investment options, including the common stock of MCN
            Corporation, the parent of MCN. The Plan was adopted by the
            corporation effective October 1, 1987.

            Bruce Neeley, ACS Controller-Eastern Region, and Thomas Solomon,
            ACS Senior Vice President of Commercial Outsourcing, serve as
            administrators of the Plan. Fidelity Investments Institutional
            Operations Company is the recordkeeper of the Plan. The Plan is
            subject to the provisions of the Employee Retirement Income Security
            Act of 1974 ("ERISA").



                                  Page 8 of 15


<PAGE>   9



      b.    Contributions -Contributions to the Plan consisted of participant 
            contributions and employer regular and matching contributions.

            A participant was able to elect to make monthly salary reduction
            contributions in any fixed percentage ranging from 1% to 14% in
            .25% increments, of the participant's monthly compensation
            ("monthly compensation"), as defined in the Plan, which are
            referred to as monthly elective contributions. Effective September
            1, 1996, monthly elective contributions into the Plan were
            discontinued in connection with the termination of the Plan as
            further discussed in Note 5. The Plan document provides for
            limitations on salary reduction contributions in the event of a
            hardship withdrawal. A participant's elective contributions were
            limited to $9,500 and $9,240 in calendar years 1996 and 1995,
            respectively. The participants could also make after-tax
            contributions in any fixed percentage ranging from 1% to 14% in
            .25% increments, but only in combination with monthly elective
            contributions.

            Participants may also make rollover contributions to the Plan,
            provided such rollover monthly compensation earned the criteria for
            transfer as established under the Internal Revenue Code.

            Effective July 1, 1996, all employer contributions were
            discontinued on any monthly compensation earned after June 30,
            1996. (See Note 5.) Prior to July 1, 1996, the Corporation matched
            100% of a participant's monthly elective contributions not in
            excess of 5% of the participant's monthly compensation. Employer
            regular contributions to a participant's account equaled 2% of a
            participant's monthly compensation plus 2% of a participant's
            monthly compensation in excess of the Social Security taxable wage
            base, as computed on a monthly basis. The Corporation could make a
            discretionary contribution in any amount as it might determine. 
            There were no discretionary contributions in 1996 or 1995.

      c.    Vesting - Participant monthly elective contributions, employer
            matching contributions and rollover contributions made by or on
            behalf of a participant are fully vested at all times. Employer
            regular and discretionary contributions are 100% vested upon the
            earliest of (1) a participant's completion of five years of
            service, (2) the attainment of certain age, death or disability
            criteria or (3) in the event of a change in control of the
            Corporation. A participant forfeits his or her employer regular and
            discretionary contributions if he or she terminates employment
            prior to vesting and either (1) incurs a five year break in
            service, (2) dies or (3) receives a distribution of vested
            contributions and does not return to employment before a five year
            break in service. Forfeitures occurring in a Plan year shall be
            applied (i) first to restore forfeitures with respect to certain
            participants who return to employment during the Plan year, and
            (ii) second, to reduce Corporate regular and matching
            contributions.




                                  Page 9 of 15


<PAGE>   10



      d.    Distributions and Withdrawals from the Plan - Vested benefits are 
            distributed upon a participant's retirement, disability (in certain
            circumstances), death or termination from employment. Prior to age
            59-1/2, a participant, while employed, may make a withdrawal once
            during each 12 month period, from his or her monthly and annual
            elective contributions in the event the participant has an
            immediate and heavy financial need, as defined in section 401(k) of
            the Code, subject to certain conditions contained in the Plan
            document, and also may make a withdrawal once during each 12 month
            period of rollover contributions that have been held under the Plan
            for at least two years. Upon attainment of age 59-1/2, a
            participant, while employed, may separately withdraw once during
            each 12 month period, monthly contributions, employer matching
            contributions, rollover contributions and vested employer regular
            contributions. Generally, distributions or withdrawals under the
            Plan shall be paid to the participant or his or her beneficiary in
            the form of a lump-sum payment, however, certain account balances
            transferred prior to October 1, 1987 may be distributed in
            installment payments to participants in certain instances of
            retirement or disability.

      e.    Plan Amendment or Termination - The Corporation has reserved the
            right to amend or terminate the Plan at any time, subject to
            provisions of the Plan document and ERISA. In the event of a
            complete or partial termination of the Plan or complete
            discontinuance of employee contributions, all participants shall be
            100% vested in contributions made by them or on their behalf (see
            Note 5).

      f.    Participant Loans - The Plan document provided for participant
            loans up to 50% of the participant's vested account balance not to
            exceed $50,000. Interest rates on the loans were set quarterly at
            3% above the prime rate. Payment terms of the participant loans
            ranged from four to eight years depending on the reason for the
            loans.

3.    PLAN INVESTMENTS

      Under the terms of the Plan, participants may elect to invest in any one
      of the following mutual funds or in the MCN Common Stock Fund. At December
      31, 1996 and 1995, all Plan investments, except participant loans, were
      held by Fidelity, as Trustee.

      a.    Fidelity Cash Reserves - A money market fund which invests in 
            high-quality, short-term money market instruments.

      b.    Fidelity Intermediate Bond Fund - A fund which invests in 
            high-quality, fixed income obligations.

      c.    Fidelity Equity Income Fund - A growth and income fund which invests
            primarily in stock, but can also invest in bonds and convertible
            securities.

      d.    Fidelity Retirement Growth Fund - A diversified fund which invests 
            primarily in common stocks, although it can invest in all types of
            securities.

      f.    Fidelity Magellan Fund - An aggressive growth fund which invests in 
            stocks of both well-known and lesser-known companies with above
            average growth potential.

      g.    Fidelity Puritan Fund - A growth and income fund which invests in a
            broadly diversified portfolio of high-yielding securities. These
            securities include common stock, preferred stock, and bonds.

      h.    Fidelity Growth and Income Fund - A fund which invests primarily in 
            common stocks of companies with earnings growth potential while
            paying current dividends.




                                 Page 10 of 15


<PAGE>   11



      i.    MCN Common Stock Fund - A fund which invests in the common stock of 
            MCN.

      j.    Participant Loans - Loans with participants maturing in one to eight
            years with interest payable at prime plus 3%. The loans are held by
            the Corporation as trustee.

            A breakdown of investments held by the Plan at December 31, 1996
            and 1995, is as follows:



<TABLE>
<CAPTION>
            December 31, 1996                                      NUMBER OF
                                                                 UNITS HELD IN
                                                         UNIT     PARTICIPANT        MARKET
            FUND                                       VALUATION    ACCOUNTS         VALUE
            <S>                                          <C>        <C>           <C>        
            Fidelity Mututal Funds:
              Cash reserves                              $ 1.00     2,007,523     $ 2,007,523
              Intermediate Bond Fund                      10.08        67,732         682,735
              Equity Income Fund                          42.83        59,584       2,551,991
              Retirement Growth Fund                      17.29       128,608       2,223,636
              Magellan Fund                               80.65        58,124       4,687,716
              Puritan Fund                                17.24       102,448       1,766,200
              Growth and Income Fund                      30.73       135,189       4,154,372
            MCN Common Stock Fund                         28.87        81,581       2,355,655
            Participant loans                                --            --         562,637
</TABLE>




<TABLE>
<CAPTION>
            December 31, 1995                                        NUMBER OF
                                                                   UNITS HELD IN
                                                          UNIT      PARTICIPANT          MARKET
            FUND                                        VALUATION     ACCOUNTS           VALUE
            <S>                                          <C>         <C>             <C>        
            Fidelity Mututal Funds:               
              Cash reserves                              $ 1.00      2,055,610       $ 2,055,610
              Intermediate Bond Fund                      10.41         84,404           878,642
              Equity Income Fund                          37.93         69,858         2,649,732
              Retirement Growth Fund                      18.19        126,183         2,295,277
              Magellan Fund                               85.98         62,507         5,374,329
              Puritan Fund                                17.01        116,518         1,981,977
              Growth and Income Fund                      27.05        164,411         4,447,324
            MCN Common Stock Fund                         23.25        103,450         2,405,208
            Participant loans                                --             --           541,713
</TABLE>



4.    INCOME TAX STATUS

      The Plan obtained its latest determination letter dated June 27, 1996, in
      which the Internal Revenue Service stated that the Plan, as then
      designed, was in compliance with the applicable requirements of the Code.
      The plan administrator believes that the Plan is currently designed and
      being operated in compliance with the applicable requirements of the
      Code. Therefore, they believe that the Plan is qualified, and investment
      income earned by the Plan is not subject to federal income tax.

5.    SUBSEQUENT EVENT

      On March 31, 1997, the Plan was terminated and the net assets of the Plan
      were transferred to the ACS 401(k) Plan. The Internal Revenue Service has
      been appropriately notified. At this time, in accordance with the Plan
      document, all active and inactive participants became one hundred percent
      (100%) vested in their accounts.




                                 Page 11 of 15

<PAGE>   12

THE GENIX GROUP RETIREMENT SAVINGS PLAN

ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   NUMBER
     OF                                                                                                    CURRENT
    UNITS                     DESCRIPTION                                               COST                VALUE
<S>                 <C>                                                                 <C>                  <C>
2,007,523        * Fidelity Cash Reserves                                           $ 2,007,523          $ 2,007,523
   67,732        * Fidelity Intermediate Bond Fund                                      693,131              682,735
   59,584        * Fidelity Equity Income Fund                                        1,904,009            2,551,991
  128,608        * Fidelity Retirement Growth Fund                                    2,189,325            2,223,636
   58,124        * Fidelity Magellan Fund                                             4,178,775            4,687,716
  102,448        * Fidelity Puritan Fund                                              1,614,532            1,766,200
  135,189        * Fidelity Growth and Income Fund                                    3,069,740            4,154,372
   81,581        * MCN Common Stock                                                   1,311,842            2,355,655
     -           * Participant Loans                                                    562,637              562,637
                                                                                    -----------          -----------
                                                                                    $17,531,514          $20,992,465
                                                                                    ===========          ===========
</TABLE>


*  Party-in-interest




                                 Page 12 of 15


<PAGE>   13




THE GENIX GROUP RETIREMENT SAVINGS PLAN

ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------

SERIES OF TRANSACTIONS, WHEN AGGREGATED,
INVOLVING AN AMOUNT IN EXCESS OF 5% OF THE
CURRENT VALUE OF THE PLAN ASSETS

<TABLE>
<CAPTION>
                                                                         CURRENT
                                                                        VALUE ON
                             PURCHASE        SALES          ASSET      TRANSACTION      GAIN
IDENTITY OF ISSUER            PRICE          PRICE          COST          DATE          (LOSS)
<S>                        <C>            <C>            <C>           <C>            <C>
FIDELITY MUTUAL FUNDS:
  Cash Reserves            $  970,600                                  $  970,600           --
  Cash Reserves                    --     $1,018,685     $1,018,685            --           --

  Magellan                  1,635,935             --             --     1,635,935           --
  Magellan                         --      2,037,964      1,914,136            --     $123,828

  Growth & Income           1,084,234             --             --     1,084,234           --
  Growth & Income                  --      2,010,180      1,532,146            --      478,034

  Equity Income               612,701             --             --       612,701           --
  Equity Income                    --      1,090,313        800,567            --      289,746

  Puritan                     596,856             --             --       596,856           --
  Puritan                          --        846,628        773,316            --       73,312

  MCN Stock Fund              296,057        903,239        523,465       296,057      379,774
</TABLE>




                                 Page 13 of 15
<PAGE>   14



INDEX TO EXHIBITS
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
Exhibit #                    Description                                    Page
- ---------                    -----------                                    ----
<S>                          <C>                                             <C>
23                           Consent of Independent Accountants              15
</TABLE>



                                Page 14 of 15

<PAGE>   1



                                                                      EXHIBIT 23
- --------------------------------------------------------------------------------


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement No.
33-43075 of MCN Corporation on Form S-8 of our report dated May 28, 1997,
appearing in this Annual Report on Form 11-K of The Genix Group Retirement
Savings Plan for the year ended December 31, 1996.

/s/ DELOITTE & TOUCHE LLP



Pittsburgh, Pennsylvania

June 30, 1997





                                 Page 15 of 15


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