<PAGE> 1
As filed with the Securities and Exchange Commission on March 2, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
<TABLE>
<S> <C>
MCN INVESTMENT CORPORATION MCN ENERGY GROUP INC.
As Issuer and Registrant of Debt As Issuer and Registrant of
Securities Obligations
(Exact name of registrant as specified Pursuant to Support Agreement
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 No.) (I.R.S. Employer Identification 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 principal area code, of registrant's principal
executive office) executive office)
</TABLE>
DANIEL L. SCHIFFER, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MCN ENERGY GROUP INC.
500 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(313) 256-5500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
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
------------------------------
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>
===============================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE
- ---------------------------------------------------------------------------------------------------------------
Debt Securities................................. $700,000,000 100% $700,000,000
Obligations Pursuant to the Support Agreement... (2)
===============================================================================================================
<CAPTION>
<S> <C>
- -----------------------------------------------------------------------
TITLE OF EACH CLASS
OF SECURITIES AMOUNT OF
TO BE REGISTERED REGISTRATION FEE(3)
- --------------------------------------------------------------------------------------------
Debt Securities................................. $206,500
Obligations Pursuant to the Support Agreement...
===============================================================================================================
</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.
(3) Does not include certain securities of MCN Investment Corporation covered by
Registration Statement No. 333-01523 which are being carried over to this
Registration Statement. Also does not include the Registration Fee of
$75,862 which was previously paid with respect to such securities.
Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the
Prospectus contained in this Registration Statement also relates to $220,000,000
of unsold debt securities covered by the Registration Statement on Form S-3
(Registration No. 333-01523) of MCN Investment Corporation and MCN Energy Group
Inc. (formerly known as MCN Corporation) which are being carried forward in
connection with this Registration Statement. In the event that any of such
previously registered debt securities are offered prior to the effective date of
this Registration Statement, the amount of such debt securities will not be
included in any Prospectus hereunder. The amount of Securities being registered
hereunder, together with the remaining debt securities registered under
Registration Statement No. 333-01523, represents the maximum amount of debt
securities which are expected to be offered for sale.
------------------------------
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.
================================================================================
<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 2, 1998
PROSPECTUS
$920,000,000
MCN INVESTMENT CORPORATION
DEBT SECURITIES
ENTITLED TO THE BENEFITS OF A SUPPORT AGREEMENT BY
LOGO
------------------------
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 $920,000,000. 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 Energy Group Inc. ("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.
------------------------
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.
------------------------
The date of this Prospectus is , 1998.
<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"). Such reports, proxy statements and other information
concerning MCN can be inspected and copied at the public reference facilities
maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549, and at the following Regional Offices of the SEC: 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. 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. The SEC also
maintains a Web site on the Internet at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC. 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, 1997.
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 or in any Prospectus Supplement 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 Energy Group Inc., 500 Griswold
Street, Detroit, Michigan 48226; telephone 1-800-548-4655.
2
<PAGE> 4
MCN ENERGY GROUP INC.
MCN is a diversified energy holding company with natural gas markets and
investments throughout North America and India. MCN operates through two major
business groups, Diversified Energy and Gas Distribution. MCN, organized in
1988, is exempt from most provisions of the Public Utility Holding Company Act
of 1935, as amended.
DIVERSIFIED ENERGY, operating through MCN Investment, is involved in the
following businesses: Exploration & Production with proved gas and oil reserves
in the Midwest/Appalachia, Midcontinent/Gulf Coast and Western regions of the
United States; Pipelines & Processing with gathering, processing and
transmission facilities near areas of rapid reserve development and growing
consumer markets; Energy Marketing and Power Generation with gas and electric
markets and investments in electric generation and distribution facilities; and
Gas Storage with investments in storage facilities.
GAS DISTRIBUTION consists principally of Michigan Consolidated Gas Company
("MichCon"), a Michigan corporation organized in 1898 that, with its
predecessors, has been in business for nearly 150 years. MichCon is a natural
gas distribution and transmission company serving 1.2 million customers in more
than 500 communities throughout Michigan. MichCon is subject to the accounting
requirements and rate regulation of the Michigan Public Service Commission with
respect to the distribution and transportation of natural gas.
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 involved in the
following businesses:
EXPLORATION & PRODUCTION: Engaged in natural gas and oil exploration,
development and production with proved gas and oil reserves in the
Midwest/Appalachia, Midcontinent/Gulf Coast and Western regions.
PIPELINES & PROCESSING: Owns interests in gathering, processing and
transmission facilities near areas of rapid reserve development and growing
consumer markets.
ENERGY MARKETING: Engaged in non-regulated energy marketing activities.
POWER GENERATION: Involved with investments in electric generation
facilities in North America and electric generation and distribution facilities
in India and other countries in Asia.
GAS STORAGE: Owns interests in storage facilities.
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,
--------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
MCN Investment(1)......................................... 1.46 1.28 1.24 1.29 1.55
MCN(1).................................................... 2.18 2.28 2.55 2.70 3.15
</TABLE>
- -------------------------
(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,
3
<PAGE> 5
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, MCN Michigan Limited Partnership, MCN Financing I,
MCN Financing III, MCN Financing V and MCN Financing VI), increased to
reflect the pre-tax earnings requirement for MichCon.
INTEREST COVERAGE RATIO
The following table sets forth the interest coverage ratio for MCN
Investment and MCN on a historical basis for the periods indicated. This ratio
differs from the SEC prescribed "Ratio of Earnings to Fixed Charges" in its
treatment of certain hybrid securities of MCN and MCNIC.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
MCN Investment(1)...................................... 3.22 2.00 1.72 1.59 1.77
MCN(2)................................................. 2.94 2.70 3.02 3.40 3.25
</TABLE>
- -------------------------
(1) The interest coverage ratio is the quotient of MCNIC's Income From
Continuing Operations Before Income Taxes, as adjusted and defined below,
divided by Interest Rate Charges as defined below.
Income From Continuing Operations Before Income Taxes as reported on MCNIC's
Consolidated Statement of Income has been adjusted to add (1) Interest Rate
Charges as defined below and (2) intercompany interest expense. In addition,
capitalized interest has been subtracted from Income From Continuing
Operations Before Income Taxes.
The computation of Interest Rate Charges includes interest expense as
reported on MCNIC's Consolidated Statement of Income adjusted to add (1)
capitalized interest expense and (2) interest implicit in rentals. In
addition, intercompany interest expense and interest on the $130,000,000 of
6.82% Series Medium-Term Notes, issued in conjunction with the $135,000,000
of 8 3/4% Preferred Redeemable Increased Dividend Equity Securities of MCN,
have been subtracted from interest expense.
(2) The interest coverage ratio is the quotient of MCN's Income From Continuing
Operations Before Income Taxes, as adjusted and defined below, divided by
Interest Rate Charges as defined below.
Income From Continuing Operations Before Income Taxes as reported on MCN's
Consolidated Statement of Income has been adjusted to add the following: (1)
Interest Rate Charges as defined below, (2) dividends on the $100,000,000 of
9 3/8% redeemable preferred securities of MCN Michigan Limited Partnership,
(3) dividends on the $132,250,000 of 8% FELINE PRIDES of MCN Financing III,
(4) interest on the $130,000,000 of 6.82% Series Medium-Term Notes issued in
conjunction with the $135,000,000 of 8 3/4% Preferred Redeemable Increased
Dividend Equity Securities of MCN, (5) dividends on the $80,000,000 of
8 5/8% Trust Originated Preferred Securities of MCN Financing I and (6)
interest related to nonrecourse debt of MCN. In addition, capitalized
interest, pension cost and postretirement benefit costs have been subtracted
from the determination of Income From Continuing Operations Before Income
Taxes.
The computation of Interest Rate Charges includes total interest expense as
reported on MCN's Consolidated Statement of Income adjusted to add: (1)
capitalized interest expense, (2) dividends on the $100,000,000 of Single
Point Remarketed Reset Capital Securities of MCN Financing VI, (3) dividends
on the $100,000,000 of Private Institutional Trust Securities of MCN
Financing V and (4) interest expense implicit in rentals. In addition,
interest expense reported on MCN's Consolidated Statement of Income has been
adjusted to exclude: (1) interest on the $130,000,000 of 6.82% Series
Medium-Term Notes issued in conjunction with the $135,000,000 of 8 3/4%
Preferred Redeemable Increased Dividend Equity Securities of MCN and (2)
interest expense related to nonrecourse debt of MCN.
4
<PAGE> 6
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.
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
5
<PAGE> 7
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.
6
<PAGE> 8
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
7
<PAGE> 9
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
8
<PAGE> 10
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 MCNIC Oil & Gas Company (formerly known as 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, 1997,
$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
9
<PAGE> 11
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
10
<PAGE> 12
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
11
<PAGE> 13
balance sheet on an unconsolidated basis, at September 30, 1997 is approximately
$1.1 billion. 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, 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 33,255 of MCN's
Common Stock as of December 31, 1997. 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, 1997 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, 1997,
includes various oil and gas reserve information summarized from reports
prepared by the independent petroleum consultants Ryder Scott Company; Miller
and Lents, Ltd.; Williamson Petroleum Consultants, Inc.; S.A. Holditch &
Associates, Inc.; Questa Engineering Corporation and Netherland, Sewell &
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
12
<PAGE> 14
underwriters' or agents' compensation; any initial public offering price and any
discounts or concessions 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.
13
<PAGE> 15
======================================================
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 Energy Group Inc.................. 3
MCN Investment Corporation............ 3
Ratio of Earnings to Fixed Charges.... 3
Interest Coverage Ratio............... 4
Use of Proceeds....................... 5
Description of Debt Securities........ 5
Support Agreement..................... 11
Validity of Securities................ 12
Experts............................... 12
Plan of Distribution.................. 12
</TABLE>
======================================================
======================================================
MCN INVESTMENT CORPORATION
DEBT SECURITIES
ENTITLED TO THE BENEFITS
OF A SUPPORT AGREEMENT
BY
LOGO
---------------------------
PROSPECTUS
---------------------------
======================================================
<PAGE> 16
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........................................ $206,500
Printing and Engraving...................................... 25,000*
Trustee Fee................................................. 10,000*
Legal Fee................................................... 30,000*
Accounting Fee.............................................. 30,000*
Rating Agency Fees.......................................... 200,000*
Miscellaneous............................................... 8,500*
--------
Total.................................................. $510,000
========
</TABLE>
- -------------------------
* Estimated, subject to future issuance of Debt Securities.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 561 through 571 of the Michigan Business Corporation Act (the
"MBCA") contain detailed provisions concerning the indemnification of directors
and officers against judgments, penalties, fines and amounts paid in settlement
of litigation.
Article VI, Section 6.1 of the By-Laws of MCN provides that MCN shall
indemnify its officers, directors, employees, agents and other persons to the
fullest extent of the MBCA.
Article NINTH of MCN's Articles of Incorporation provides that a director
of MCN shall not be personally liable to MCN or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for liability for (i)
any breach of the director's duty of loyalty to MCN or its shareholders, (ii)
acts or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) a violation of Section 551(1) of the MBCA, or
(iv) any transaction from which the director derived an improper personal
benefit. If the MBCA is amended after the date of MCN's Articles of
Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of MCN shall
be eliminated or limited to the fullest extent permitted by the MBCA, as so
amended.
MCN has entered into indemnification contracts with each officer and
director of MCN, and certain officers of its subsidiaries, that contain
provisions essentially similar to the provisions of the MBCA and MCN's Articles
of Incorporation referred to above. In addition, MCN maintains directors' and
officers' liability insurance which covers certain liabilities arising from the
performance of their responsibilities as directors and officers.
II-1
<PAGE> 17
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<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 Energy Group Inc.*
12-1 Computation of Ratio of Earnings to Fixed Charges for MCN
Energy Group Inc.*
12-2 Computation of Interest Coverage Ratio for MCN Energy Group
Inc.*
12-3 Computation of Ratio of Earnings to Fixed Charges for MCN
Investment Corporation.*
12-4 Computation of Interest Coverage Ratio for MCN Investment
Corporation.*
23-1 Independent Auditor's Consent -- DELOITTE & TOUCHE LLP.*
23-2 Consent of S.A. Holditch & Associates, Inc.*
23-3 Consent of Williamson Petroleum Consultants, Inc.*
23-4 Consent of Ryder Scott Company.*
23-5 Consent of Miller and Lents, Ltd.*
23-6 Consent of Questa Engineering Corporation.*
23-7 Consent of Netherland, Sewell & Associates, Inc.*
23-8 Consent of Daniel L. Schiffer, Senior Vice President,
General Counsel and Secretary for MCN Energy Group Inc.
(included in Exhibit 5-1).
24-1 Powers of Attorney for MCN Energy Group Inc.*
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.
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
II-2
<PAGE> 18
(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;
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> 19
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 February 27,
1998.
MCN INVESTMENT CORPORATION
------------------------------
(Registrant)
By: /s/ HAROLD GARDNER
------------------------------------
HAROLD GARDNER
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 February 27, 1998
- ---------------------------------------------
Alfred R. Glancy III
* President, Chief Executive February 27, 1998
- --------------------------------------------- Officer and Director
Rai P. K. Bhargava
* Vice Chairman, Chief Financial February 27, 1998
- --------------------------------------------- Officer and Director
William K. McCrackin
/s/ HAROLD GARDNER Vice President, Controller and February 27, 1998
- --------------------------------------------- Chief Accounting Officer
Harold Gardner
* Director February 27, 1998
- ---------------------------------------------
Glen D. Kinder
* Director February 27, 1998
- ---------------------------------------------
Joseph L. Roberts, Jr.
* Vice President and Director February 27, 1998
- ---------------------------------------------
Bruce C. Schlansker
* Director February 27, 1998
- ---------------------------------------------
Joseph T. Williams
*By: /s/ HAROLD GARDNER
---------------------------------------
Harold Gardner
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MCN Energy
Group Inc. 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 February 27, 1998.
MCN ENERGY GROUP INC.
--------------------
(Registrant)
By: /s/ HAROLD GARDNER
---------------------------------
HAROLD GARDNER
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 Energy Group Inc. and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman, President, Chief February 27, 1998
- ------------------------------------------------ Executive Officer and
Alfred R. Glancy III Director
* Vice Chairman, Chief Financial February 27, 1998
- ------------------------------------------------ Officer and Director
William K. McCrackin
By: /s/ HAROLD GARDNER Vice President, Controller and February 27, 1998
------------------------------------------- Chief Accounting Officer
Harold Gardner
* Director February 27, 1998
- ------------------------------------------------
Stephen E. Ewing
* Director February 27, 1998
- ------------------------------------------------
Roger Fridholm
* Director February 27, 1998
- ------------------------------------------------
Frank M. Hennessey
* Director February 27, 1998
- ------------------------------------------------
Thomas H. Jeffs II
* Director February 27, 1998
- ------------------------------------------------
Dale A. Johnson
Director
- ------------------------------------------------
Helen O. Petrauskas
* Director February 27, 1998
- ------------------------------------------------
Howard F. Sims
* Director February 27, 1998
- ------------------------------------------------
Bill M. Thompson
*By: /s/ HAROLD GARDNER
------------------------------------------
Harold Gardner
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 21
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGES
- ------- ----------------------- ------------
<S> <C> <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 Energy Group Inc.*
12-1 Computation of Ratio of Earnings to Fixed Charges for MCN
Energy Group Inc.*
12-2 Computation of Interest Coverage Ratio for MCN Energy Group
Inc.*
12-3 Computation of Ratio of Earnings to Fixed Charges for MCN
Investment Corporation.*
12-4 Computation of Interest Coverage Ratio for MCN Investment
Corporation.*
23-1 Independent Auditor's Consent -- DELOITTE & TOUCHE LLP.*
23-2 Consent of S.A. Holditch & Associates, Inc.*
23-3 Consent of Williamson Petroleum Consultants, Inc.*
23-4 Consent of Ryder Scott Company.*
23-5 Consent of Miller and Lents, Ltd.*
23-6 Consent of Questa Engineering Corporation.*
23-7 Consent of Netherland, Sewell & Associates, Inc.*
23-8 Consent of Daniel L. Schiffer, Senior Vice President,
General Counsel and Secretary for MCN Energy Group Inc.
(included in Exhibit 5-1).
24-1 Powers of Attorney for MCN Energy Group Inc.*
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
[MCN ENERGY GROUP INC. LETTERHEAD]
February 27, 1998
MCN Energy Group Inc.
500 Griswold Street
Detroit, MI 48226
Ladies and Gentlemen:
I am acting as counsel for MCN Energy Group Inc. ("MCN") and MCN
Investment Corporation ("MCN Investment"), both Michigan corporations, in
connection with the registration of up to $700,000,000 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 February 27, 1998. 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 corporations 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,
Daniel L. Schiffer
<PAGE> 1
MCN ENERGY GROUP INC. AND SUBSIDIARIES EXHIBIT 12-1
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
<TABLE>
<CAPTION>
TWELVE MONTHS TWELVE MONTHS TWELVE MONTHS TWELVE MONTHS TWELVE MONTHS
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995 DECEMBER 31, 1994 DECEMBER 31, 1993
----------------- ----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C>
EARNINGS AS DEFINED(1)(5)
Pre-tax income(2) $ 181,299 $ 146,607 $ 128,997 $ 100,143 $ 102,402
Fixed charges(3) 125,338 99,944 72,895 55,197 44,262
----------------- ---------------- ---------------- ---------------- ----------------
Earnings as defined $ 306,637 $ 246,551 $ 201,892 $ 155,340 $ 146,664
================= ================ ================ ================ ================
FIXED CHARGES AS DEFINED(1)(4)(5)
Interest, expensed $ 86,453 $ 77,781 $ 57,675 $ 49,104 $ 38,771
Interest, capitalized 18,190 13,235 7,926 2,928 3,966
Amortization of debt discounts,
premium and expense 2,426 2,217 1,641 1,332 1,153
Interest implicit in rentals 2,181 2,339 2,325 1,904 1,614
Preferred securities dividend
requirements of subsidiaries 31,090 12,390 9,699 2,194 1,079
----------------- ---------------- ---------------- --------------- ----------------
Fixed charges as defined $ 140,340 $ 107,962 $ 79,266 $ 57,462 $ 46,583
================= ================ ================ =============== ================
Ratio of Earnings to Fixed Charges 2.18 2.28 2.55 2.70 3.15
================= ================ ================ =============== ================
</TABLE>
(1) Earnings and fixed charges are defined and computed in accordance with Item
503 of Regulation S-K.
(2) This amount represents the aggregate of (a) the pre-tax income from
continuing operations of MCN and its majority-owned subsidiaries, (b)
MCN's share of pre-tax income of its 50% owned companies, and (c) any
income actually received from less than 50% owned companies.
(3) Fixed charges added to earnings are adjusted to exclude interest
capitalized during the period for nonutility companies and the preferred
securities dividend requirements of MichCon included in fixed charges but
not deducted in the determination of pre-tax income.
(4) 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) preferred securities dividend
requirements of subsidiaries, increased to reflect the pre-tax earnings
requirement for MichCon.
(5) In June 1996, MCN completed the sale of The Genix Group, its computer
operations subsidiary. For purposes of calculating the Ratio of Earnings
to Fixed Charges, it has been classified as a discontinued operation and
therefore excluded from the ratio for all periods presented.
<PAGE> 1
EXHIBIT 12.2
MCN ENERGY GROUP INC. AND SUBSIDIARIES
COMPUTATION OF INTEREST COVERAGE RATIO
(Dollars in Thousands)
The following table sets forth the interest coverage ratio for MCN on a
historical basis for the periods indicated. This ratio differs from the SEC
prescribed "Ratio of Earnings to Fixed Charges" in its treatment of certain
hybrid securities of MCN.
<TABLE>
<CAPTION>
Twelve Months Twelve Months Twelve Months Twelve Months Twelve Months
Ended Ended Ended Ended Ended
December 31, 1997 December 31, 1996 December 31, 1995 December 31, 1994 December 31, 1993
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EARNINGS AS ADJUSTED:
Pre-tax income (1) $ 194,430 $ 148,944 $ 128,499 $ 102,088 $ 104,146
Nonrecourse debt 1,609 -- -- -- --
Interest capitalized (18,190) (14,631) (7,893) (2,828) (3,966)
Preferred dividend adjustment (2) 32,465 17,989 9,610 (1,982) (1,164)
Pension costs (20,539) (14,029) (14,099) 2,018 727
Postretirement costs 11,411 13,586 19,460 28,855 --
Interest rate charges 103,840 89,136 67,120 53,442 44,351
----------- ----------- ------------ -------------- ------------
$ 305,026 $ 240,995 $ 202,697 $ 181,593 $ 144,094
=========== =========== ============ ============== ============
INTEREST RATE CHARGES:
Interest expensed $ 86,453 $ 77,781 $ 56,902 $ 48,710 $ 38,771
Interest capitalized 18,190 14,631 7,893 2,828 3,966
Interest implicit in rentals 2,181 2,339 2,325 1,904 1,614
Nonrecourse interest (1,609) -- -- -- --
Preferred dividends adjustment (3) (1,375) (5,615) -- -- --
----------- ----------- ------------ -------------- -----------
$ 103,840 $ 89,136 $ 67,120 $ 53,442 $ 44,351
=========== =========== ============ ============== ===========
Interest Coverage Ratio 2.94 2.70 3.02 3.40 3.25
=========== =========== ============ ============== ===========
</TABLE>
(1) Income from continuing operations before income taxes
(2) Preferred dividends expensed, adjusted to: exclude (a) dividends on the
$100,000,000 of Single Point Remarketed Reset Capital Securities (SPRRCS)
of MCN Financing VI, (b) dividends on the $100,000,000 of Private
Institutional Trust Securities (PRINTS) of MCN Financing V and to include
(c) interest on the $130,000,000 of 6.82% Series Medium-Term Notes, issued
in conjunction with the $135,000,000 of 8% Preferred Redeemable Increased
Dividend Equity Securities of MCN.
(3) Includes interest on $130,000,000 of 6.82% Series Medium-Term Notes less
dividends on the SPRRCS and PRINTS.
================================================================================
<PAGE> 1
EXHIBIT 12-3
MCN INVESTMENT CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
<TABLE>
<CAPTION>
Twelve Months Twelve Months Twelve Months Twelve Months Twelve Months
Ended Ended Ended Ended Ended
December 31, 1997 December 31, 1996 December 31, 1995 December 31, 1994 December 31, 1993
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EARNINGS AS DEFINED (1)(4)
Pre-tax income (2) $ 51,892 $ 21,899 $ 13,163 $ 6,696 $ 5,003
Fixed charges (3) 65,891 41,628 24,748 13,640 4,612
------------ ----------- --------- ------------ -----------
Earnings as defined $ 117,783 $ 63,527 $ 37,911 $ 20,336 $ 9,615
============ =========== ========= ============ ===========
FIXED CHARGES AS DEFINED (1)(4)
Interest, expensed $ 64,434 $ 40,523 $ 24,151 $ 13,365 $ 4,507
Interest, capitalized 15,002 8,002 5,895 2,089 1,579
Amortization of debt discounts,
premium and expense 1,183 982 520 275 94
Interest implicit in rentals 274 123 77 - 11
------------ ----------- --------- ------------ -----------
Fixed charges as defined $ 80,893 $ 49,630 $ 30,643 $ 15,729 $ 6,191
============ =========== ========= ============ ===========
Ratio of Earnings to Fixed Charges 1.46 1.28 1.24 1.29 1.55
============ =========== ========= ============ ===========
</TABLE>
(1) Earnings and fixed charges are defined and computed in accordance with Item
503 of Regulation S-K.
(2) This amount represents the aggregate of (a) the pre-tax income from
continuing operations of MCN Investment and its majority-owned
subsidiaries, (b) MCN Investment's share of pre-tax income of its 50% owned
companies, and (c) any income actually received from less than 50% owned
companies.
(3) Fixed charges added to earnings are adjusted to exclude interest
capitalized during the period.
(4) In June 1996, MCN completed the sale of The Genix Group, its computer
operations subsidiary. For purposes of calculating the Ratio of Earnings
to Fixed Charges, it has been classified as a discontinued operation and
therefore excluded from the ratio for all periods presented.
<PAGE> 1
EXHIBIT 12-4
MCN INVESTMENT CORPORATION AND SUBSIDIARIES
COMPUTATION OF INTEREST COVERAGE RATIO
(DOLLARS IN THOUSANDS)
The following table sets forth the interest coverage ratio for MCN Investment on
a historical basis for the periods indicated. This ratio differs from the SEC
prescribed "Ratio of Earnings to Fixed Charges" in its treatment of certain
hybrid securities of MCN and MCN Investment.
<TABLE>
<CAPTION>
Twelve Months Twelve Months Twelve Months Twelve Months Twelve Months
Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31,
1997 1996 1995 1994 1993
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EARNINGS AS ADJUSTED:
Pre-tax Income (1) $ 64,738 $ 24,208 $ 12,454 $ 8,713 $ 6,934
Interest capitalized (15,002) (9,398) (6,249) (1,989) (1,969)
Preferred dividend adjustment (2) 39,956 17,989 9,375 1,537 -
Interest rate charges 40,476 32,696 21,582 14,049 6,433
-------- --------- -------- ------- -------
$130,168 $ 65,495 $ 37,162 $22,310 $11,398
======== ========= ======== ======= -------
INTEREST RATE CHARGES:
Interest expensed $ 64,434 $ 40,523 $ 24,151 $13,365 $ 4,464
Interest capitalized 15,002 9,398 6,249 1,989 1,969
Interest implicit in rentals 996 764 557 232 -
Preferred dividends adjustment (2) (39,956) (17,989) (9,375) (1,537) -
-------- --------- -------- ------- -------
$ 40,476 $ 32,696 $ 21,582 $14,049 $ 6,433
======== ========= ======== ======= =======
Interest Coverage Ratio 3.22 2.00 1.72 1.59 1.77
==== ==== ==== ==== ====
</TABLE>
(1) Income from continuing operations before income taxes
(2) Preferred dividends expense of MCN allocated to MCN Investment which
includes (a) dividends on the $100,000,000 of 9 3/8% redeemable preferred
securities of MCN Michigan Limited Partnership, (b) dividends on the
$132,250,000 of 8% FELINE PRIDES of MCN Financing III, (c) interest on the
$130,000,000 of 6.82% Series Medium-Term Notes issued in conjunction with the
$135,000,000 of 8% Preferred Redeemable Increased Dividend Equity
Securities of MCN, and (d) dividends on the $80,000,000 of 8 5/8% Trust
Originated Preferred Securities of MCN Financing I.
<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 MCN Investment Corporation, of our reports dated February 12, 1998
(which express an unqualified opinion and include an explanatory paragraph
relating to MCN Energy Group Inc.'s adoption of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"),
appearing in and incorporated by reference in the Annual Report on Form 10-K of
MCN Energy Group Inc. for the year ended December 31, 1997, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
February 27, 1998
<PAGE> 1
EXHIBIT 23.2
[S.A. HOLDITCH & ASSOCIATES, INC. LETTERHEAD]
February 27, 1998
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
January 12, 1998, appearing in the Annual Report on Form 10-K of MCN Energy
Group Inc. for the year ended December 31, 1997, 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 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,
S.A. HOLDITCH & ASSOCIATES, INC.
/s/ W. Denton Copeland
W. Denton Copeland
Vice President
<PAGE> 1
[WILLIAMSON PETROLEUM CONSULTANTS, INC. LETTERHEAD]
EXHIBIT 23.3
CONSENT OF WILLIAMSON PETROLEUM CONSULTANTS, INC.
Williamson Petroleum Consultants, Inc. hereby consents to incorporation by
reference in this Registration Statement on Form S-3 of our report, "Evaluation
of Proved Oil and Gas Reserves to the Interests of MCNIC Oil & Gas Company in
Various Enhanced Oil Recovery Projects Effective December 31, 1997 for
Disclosure to the Securities and Exchange Commission, Williamson Project
7.8527" dated January 14, 1998, appearing in the Annual Report on Form 10-K of
MCN Energy Group Inc. for the year ended December 31, 1997, 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 Energy Group Inc. relating to the securities included in the
Registration Statement on Form S-3 filed after the date hereof pursuant to
Rule 462(b) under the Securities Act of 1933, as amended.
Williamson Petroleum Consultants, Inc.
WILLIAMSON PETROLEUM CONSULTANTS, INC.
Midland, Texas
February 27, 1998
<PAGE> 1
EXHIBIT 23-4
[RYDER SCOTT COMPANY PETROLEUM ENGINEERS LETTERHEAD]
February 27, 1998
MCN Energy Group Inc.
500 Griswold
Detroit, Michigan 48226
Re: MCN Energy Group Inc.
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 January 22, 1998, appearing in the Annual Report on Form 10-K of
MCN Corporation (now known as MCN Energy Group Inc.) for the year ended
December 31, 1997, 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 Energy Group Inc. 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,
Ryder Scott Company
/s/ Petroleum Engineers
-----------------------
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
CPM/sw
<PAGE> 1
EXHIBIT 23-5
[MILLER AND LENTS, LTD. LETTERHEAD]
February 24, 1998
MCN Energy Group Inc.
500 Griswold
Detroit, MI 48226
Re: MCN Energy Group Inc.
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 14, 1998, appearing in the Annual Report on Form 10-K of MCN Energy
Group Inc. for the year ended December 31, 1997, 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 Energy Group Inc. 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.
Miller and Lents, Ltd. has no interest in MCN Energy Group Inc. 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 Energy Group Inc. We are not employed by MCN Energy Group
Inc. on a contingent basis.
Yours very truly,
MILLER AND LENTS, LTD.
By /s/ P.G. Von Tungeln
---------------------
P.G. Von Tungeln
Chairman
PGVT/mk
<PAGE> 1
EXHIBIT 23-6
[QUESTA ENGINEERING CORPORATION LETTERHEAD]
February 25, 1998
MCN Energy Group Inc.
500 Griswold
Detroit, Michigan 48226
RE: MCN Energy Group Inc.
MCN Investment Corporation
Form S-3 Registration Statement
Ladies and Gentlemen:
The firm of Questa Engineering Corporation consents to the incorporation by
reference in this Registration Statement on Form S-3 of our reports dated
January 6, 1998, appearing in the Annual Report on Form 10-K of MCN Energy
Group Inc. for the year ended December 31, 1997, 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 Energy Group Inc. 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,
QUESTA ENGINEERING CORPORATION
John D. Wright
John D. Wright, President
<PAGE> 1
EXHIBIT 23-7
[NSA NETHERLAND, SEWELL & ASSOCIATES, INC. LETTERHEAD]
February 27, 1998
MCN Energy Group Inc.
500 Griswold
Detroit, Michigan 48226
RE: MCN Energy Group Inc.
MCN Investment Corporation
Form S-3 Registration Statement
Ladies and Gentlemen:
The firm of Netherland, Sewell & Associates, Inc. consents to the
incorporation by reference in this Registration Statement on Form S-3 of our
report dated January 15, 1998, appearing in the Annual Report on Form 10-K of
MCN Energy Group Inc. for the year ended December 31, 1997, 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 Energy Group 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.
NETHERLAND, SEWELL & ASSOCIATES, INC.
Clarence M. Netherland
------------------------------------------
Clarence M. Netherland
Chairman
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Alfred R. Glancy III
----------------------------------
Alfred R. Glancy III
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ William K. McCrackin
----------------------------------
William K. McCrackin
<PAGE> 3
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., 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 Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Harold Gardner
----------------------------------
Harold Gardner
<PAGE> 4
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Stephen E. Ewing
----------------------------------
Stephen E. Ewing
<PAGE> 5
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Roger Fridholm
----------------------------------
Roger Fridholm
<PAGE> 6
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Frank M. Hennessey
----------------------------------
Frank M. Hennessey
<PAGE> 7
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Thomas H. Jeffs II
----------------------------------
Thomas H. Jeffs II
<PAGE> 8
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Dale A. Johnson
----------------------------------
Dale A. Johnson
<PAGE> 9
EXHIBIT 24.1
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ 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 Energy Group Inc., a corporation
formed under the laws of the State of Michigan, does constitute and appoint
Daniel L. Schiffer and Harold Gardner, 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
Energy Group Inc. 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 $700,000,000 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 17th day of
December, 1997.
/s/ Bill M. Thompson
----------------------------------
Bill M. Thompson
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation Inc., a
corporation formed under the laws of the State of Michigan, does constitute and
appoint Daniel L. Schiffer and Harold Gardner, 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 $700,000,000 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 17th day of
December, 1997.
/s/ 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 Inc., a
corporation formed under the laws of the State of Michigan, does constitute and
appoint Daniel L. Schiffer and Harold Gardner, 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 $700,000,000 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 17th day of
December, 1997.
/s/ Rai P. K. Bhargava
----------------------------------
Rai P. K. 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 Inc., a
corporation formed under the laws of the State of Michigan, does constitute and
appoint Daniel L. Schiffer and Harold Gardner, 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 $700,000,000 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 17th day of
December, 1997.
/s/ 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 Inc., 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
$700,000,000 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 17th day of
December, 1997.
/s/ Harold Gardner
----------------------------------
Harold Gardner
<PAGE> 5
EXHIBIT 24.2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation Inc., a
corporation formed under the laws of the State of Michigan, does constitute and
appoint Daniel L. Schiffer and Harold Gardner, 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 $700,000,000 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 17th day of
December, 1997.
/s/ Glen D. Kinder
----------------------------------
Glen D. Kinder
<PAGE> 6
EXHIBIT 24.2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation Inc., a
corporation formed under the laws of the State of Michigan, does constitute and
appoint Daniel L. Schiffer and Harold Gardner, 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 $700,000,000 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 17th day of
December, 1997.
/s/ Joseph L. Roberts, Jr.
----------------------------------
Joseph L. Roberts, Jr.
<PAGE> 7
EXHIBIT 24.2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation Inc., a
corporation formed under the laws of the State of Michigan, does constitute and
appoint Daniel L. Schiffer and Harold Gardner, 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 $700,000,000 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 17th day of
December, 1997.
/s/ Bruce C. Schlansker
----------------------------------
Bruce C. Schlansker
<PAGE> 8
EXHIBIT 24.2
POWER OF ATTORNEY
Know All Men By These Presents:
That the undersigned director or officer of MCN Investment Corporation Inc., a
corporation formed under the laws of the State of Michigan, does constitute and
appoint Daniel L. Schiffer and Harold Gardner, 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 $700,000,000 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 17th day of
December, 1997.
/s/ Joseph T. Williams
----------------------------------
Joseph T. Williams
<PAGE> 1
EXHIBIT 24-3
MCN INVESTMENT CORPORATION
SECRETARY'S CERTIFICATE
The undersigned, Vice President, General Counsel and Secretary of MCN
Investment Corporation, a Michigan corporation, hereby certifies that the
following is a true and correct copy of a resolution duly adopted by the Board
of Directors by the unanimous written consent of the Board of Directors on
February 20, 1998, and such resolution has not been modified, amended or
rescinded and remains in full force and effect on the date hereof:
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 issued either
separately or in combination with other Securities, 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 $700 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 MCNIC Board of Directors' resolutions.
FURTHER RESOLVED, that the Chairman of the Board, President, 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
<PAGE> 2
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.
FURTHER RESOLVED, that the Authorized Officers be, and each of them is
hereby authorized and empowered to appoint a Calculation Agent and any other
agent necessary or appropriate in connection with issuance or sale of the
Securities.
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.
2
<PAGE> 3
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 and any Support Agreements
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 any Support Agreements, 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 and any Support Agreements be qualified or
registered for sale in various states; that any Authorized Officer of the
Corporation or 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 and any Support Agreements as said
officers may deem advisable; that said officers are authorized to perform
on behalf of the Corporation and 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 any Support Agreements
3
<PAGE> 4
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 listings, including registration of Debt Securities and
any Support Agreements under the Securities Exchanage 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 cause to be made, executed and
delivered, all such agreements, undertakings, documents, instruments
or certificates in the name and on behalf of MCNIC or otherwise,
including the negotiation and execution of any Support Agreements or
corporate guarantees, 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.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of February,
1998.
/s/ Daniel L. Schiffer
--------------------------------------
Daniel L. Schiffer, Vice President,
General Counsel and Secretary
4
