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Filed Pursuant To Rule 424(b)(3)
Registration Statement No. 333-45281
PROSPECTUS
1,000,000 SHARES
MCN ENERGY GROUP INC.
DIRECT STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
COMMON STOCK, $.01 PAR VALUE
MCN Energy Group Inc. (the "Company" or "MCN") is amending and restating in
its entirety the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan has been renamed the MCN Energy Group Inc. Direct Stock
Purchase and Dividend Reinvestment Plan effective March 1, 1998. The Plan
provides investors with a convenient and economical way to purchase shares of
Company Common Stock, par value $.01 per share ("MCN Common Stock"), and to
reinvest cash dividends.
Shareholders of record who are currently Plan Participants ("Participants")
will remain enrolled in the Plan unless such shareholder instructs the Plan
Administrator in writing to close the account or to alter the conditions of
participation. Investors who are not already shareholders may become
Participants in the Plan by calling 1-800-955-4793 or by completing and
returning an authorization form to the Agent. Investors who are not already
shareholders must make an initial cash investment of at least $250, or authorize
a minimum of ten (10) automatic monthly withdrawals of at least $25.
Participants in the Plan may:
- Invest by making additional voluntary cash payments at any time for at
least $25 up to a total of $150,000 per calendar year. Voluntary cash
payments will be invested by the Agent as often as practicable, but at
least weekly.
- Make automatic monthly investments by electronic funds transfer.
- Automatically reinvest cash dividends on all or a portion of the shares
registered in their names and continue to receive cash dividends on the
remaining shares.
- Receive cash dividends on all shares, including those held in the Plan.
- Establish an Individual Retirement Account ("IRA") which invests in MCN
Common Stock through the Plan. Available alternatives are the Traditional
IRA, Roth IRA and Education IRA.
- Deposit shares for safekeeping with First Chicago Trust Company of New
York (the "Agent").
- Transfer shares or make gifts of MCN Common Stock.
The Plan provides MCN the option to sell newly issued MCN Common Stock or
MCN Common Stock reacquired and held for future issuance, or to have its Agent
purchase MCN Common Stock in the open market. The purchase price of MCN Common
Stock, if MCN is selling newly issued shares or MCN Common Stock reacquired and
held for future issuance, will be the average of the highest and lowest per
share trading price of the MCN Common Stock on the New York Stock Exchange
(Consolidated Tape Transactions) on the issuance date of the MCN Common Stock.
MCN will receive the proceeds of the sale of newly issued MCN Common Stock. The
purchase price of the MCN Common Stock purchased by MCN's agent in the open
market, with the proceeds of each cash dividend and/or any optional cash
payments then available for investment, will be the average of the prices paid
for such MCN Common Stock.
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 February 9, 1998.
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AVAILABLE INFORMATION
MCN is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). Reports, proxy statements and other information
concerning MCN can be inspected and copied at the SEC's Public Reference Room,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549, as well as the
following Regional Offices of the SEC: 7 World Trade Center, Suite 1300, New
York, New York 10048; and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the SEC at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The SEC also
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the SEC.
The address of such site is http://www.sec.gov. Such reports, proxy statements
and other information may also be inspected at the offices of the NYSE, on which
MCN Common Stock is traded, at 20 Broad Street, New York, New York 10005.
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, 1996.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997; June
30, 1997; and September 30, 1997.
3. Current Reports on Form 8-K dated January 14, 1997; March 19, 1997; June
24, 1997; and July 23, 1997.
4. The description of MCN's Common Stock as contained in its Form 8-B dated
September 29, 1988.
5. The description of MCN's Preferred Share Purchase Rights contained in its
Form 8-A's dated December 28, 1989 and July 28, 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 made by this Prospectus 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 shall be deemed to be modified or
superseded for purposes of this
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Prospectus 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 in 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.
THE COMPANY
GENERAL
MCN is a diversified energy holding company headquartered in Detroit, Michigan
with approximately $4 billion in assets at December 31, 1997. For the twelve
months ended December 31, 1997, MCN had revenues of $2.2 billion and earned net
income from continuing operations of $142 million. At December 31, 1997, MCN and
its subsidiaries had 3,113 employees.
With gas markets and investments primarily in the United States, as well as in
other countries of the world, the Company operates through two major business
groups, Diversified Energy and Gas Distribution. The Diversified Energy group,
operating through MCN Investment Corporation ("MCNIC"), is involved in oil and
gas exploration and production, natural gas gathering, processing, transmission
and storage, energy marketing, electric power generation and distribution and
other energy related businesses. The Gas Distribution group consists principally
of Michigan Consolidated Gas Company ("MichCon"), a natural gas distribution and
transmission company serving approximately 1.2 million customers in more than
500 communities throughout Michigan.
DIVERSIFIED ENERGY
The Diversified Energy group is involved in the following businesses:
Exploration & Production ("E&P"): Engaged in natural gas and oil exploration,
development and production with 1.3 trillion cubic feet equivalent of proved
gas and oil reserves at December 31, 1997, in the Midwest/Appalachia,
Midcontinent/Gulf Coast and Western regions.
Pipelines & Processing: Owns interests in gathering, processing and gas
pipeline facilities near areas of rapid gas reserve development and growing
consumer markets.
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Energy Marketing and Storage: Engaged in non-regulated energy marketing
activities with total gas sales and exchange delivery markets during the
twelve months ended December 31, 1997, of 358.8 billion cubic feet ("Bcf").
Holds interests in natural gas storage facilities.
Power Generation: Consists of investments in electric generation and
distribution facilities with a combined generating capacity of approximately
500 net megawatts. Investments within India and other developing countries
with rapidly expanding electric power generation, transmission and
distribution needs are gaining significant prominence.
The Diversified Energy group's operating revenues for the twelve months ended
December 31, 1997, totaled $951.3 million, while operating and joint venture
income was $112.7 million.
GAS DISTRIBUTION
Gas Distribution consists principally of MichCon, a natural gas distribution
and intrastate transmission company serving approximately 1.2 million customers
in more than 500 communities throughout Michigan. The Gas Distribution group's
operating revenues for the twelve months ended December 31, 1997, totaled $1.3
billion. Gas sales and transportation deliveries totaled 940.7 Bcf.
The mailing, address of MCN's principal executive office is 500 Griswold
Street, Detroit, Michigan 48226, and its telephone number is (313) 256-5500.
FORWARD-LOOKING STATEMENTS
Statements contained in or incorporated by reference into this Prospectus
include forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve certain risks
and uncertainties that may cause actual future results to differ materially from
those contemplated, projected, estimated or budgeted in such forward-looking
statements. Factors that may impact forward-looking statements include, but are
not limited to, the following: (i) the effects of weather and other natural
phenomena; (ii) increased competition from other energy suppliers as well as
alternative forms of energy; (iii) the capital intensive nature of the Company's
business; (iv) economic climate and growth in the geographic areas in which the
Company does business; (v) the uncertainty of gas and oil reserve estimates;
(vi) the timing and extent of changes in commodity prices for natural gas,
electricity and crude oil; (vii) the nature, availability and projected
profitability of potential projects and other investments available to the
Company; (viii) conditions of capital markets and equity markets; (ix) changes
in the economic and political climate and currencies of foreign countries where
the Company has invested or may invest in the future and (x) the effects of
changes in governmental policies and regulatory actions, including income taxes,
environmental compliance and authorized rates. See "Incorporation of Certain
Documents by Reference" in this Prospectus.
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DESCRIPTION OF THE PLAN
PURPOSE AND BENEFITS
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan provides Participants with a convenient and economical way to
purchase shares of MCN Common Stock and to reinvest all or a portion of
their cash dividends in additional shares of MCN Common Stock. All MCN
Common Stock purchases under the Plan may be made, at the Company's option,
from authorized but unissued MCN Common Stock, from shares reacquired and
held for future issuance, in open market purchases of MCN Common Stock, or
any combination of these. To the extent such shares of MCN Common Stock are
purchased from the Company, the Company will receive additional funds needed
for the repayment of debt, for additional equity investments in the
Company's subsidiaries and for general corporate purposes.
2. WHAT ARE SOME OF THE KEY FEATURES OF THE PLAN?
Shareholders of record who are currently Participants in the Plan will
remain enrolled unless such shareholder instructs the Plan Administrator in
writing to close the account or to alter the conditions of participation.
Investors who are not shareholders may enroll in the Plan by making an
initial cash investment of at least $250, or by authorizing a minimum of 10
automatic monthly withdrawals of at least $25. In either case, a one-time
initial service fee of $10 will be deducted.
Employees not already in the Plan may enroll by making an initial cash
investment of at least $250, or by authorizing a minimum of 10 automatic
monthly withdrawals of at least $25 from a predesignated checking, savings
or money market account. Employees can also enroll by authorizing a payroll
deduction of at least $25 per month from the first pay of the month for at
least 10 months. In any case, an initial service fee of $10 will be
deducted.
No brokerage commission or other service charges are paid by Participants in
connection with purchases under the Plan. A $10 fee and brokerage fees will
be charged when selling shares from the Plan.
Participants may reinvest all or a portion of their cash dividends in MCN
Common Stock on a quarterly Dividend Payment Reinvestment Date. The Dividend
Payment Reinvestment Date shall mean each quarterly date on which dividends
are paid on MCN Common Stock as authorized by MCN's Board of Directors.
Full reinvestment of dividends on a quarterly Dividend Reinvestment Payment
Date is automatic for all shareholders owning less than 100 shares, unless
the shareholder elects to receive a
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dividend check. Shareholders owning less than 100 shares and with dividend
reinvestment activity only will not receive quarterly statements but will
receive an annual statement of account.
Automatic reinvestment of cash dividends is handled entirely by MCN and its
agent.
Participants may receive cash dividends electronically or by check on shares
of MCN Common Stock, including those held in the Plan.
Participants may purchase additional shares of MCN Common Stock as often as
weekly on a Voluntary Cash Investment Date by making voluntary cash payments
of not less than $25 for a single investment up to a maximum of $150,000 per
calendar year. Voluntary investments may be made by check, wire transfer,
money order, or automated deduction from a predesignated checking, savings
or money market account. A Voluntary Cash Investment Date shall mean every
Friday, unless such Friday is a holiday, in which case the Voluntary Cash
Investment Date will be the next business day; but in any event, such
investments will be invested not later than five business days after they
are received by the Agent.
Participants may establish an IRA which invests in MCN Common Stock through
the Plan. IRA options are the Traditional IRA, Roth IRA and Education IRA.
Full investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to the
Participant's account.
The Plan offers a share "safekeeping" service whereby Participants may
deposit their MCN Common Stock certificates with the Agent and have their
ownership of such MCN Common Stock maintained on the Agent's records as part
of their Plan account.
Participants may make transfers or gifts of MCN Common Stock at any time and
at no charge to the Participant. When Participants transfer or give shares
to another person, an account will be opened for the recipient and the
recipient will enjoy full plan benefits.
Transaction advices are mailed after voluntary cash payments or sales.
Statements are mailed to you quarterly if you own 100 or more shares and you
reinvest your cash dividends. Annual statements are mailed to all Plan
Participants and include a Form 1099-DIV.
Participation in the Plan is strictly voluntary; eligible Participants may
join or terminate the Plan at any time.
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ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
MCN has designated and appointed First Chicago Trust Company of New York as
Agent and Plan Administrator. The Agent administers the Plan for
Participants, keeps records, sends statements of account to Participants and
performs other duties relating to the Plan.
By enrolling in the Plan, Participants will appoint the Agent to act as
their agent to receive dividends and optional cash payments and to apply
such amounts to the Agent's purchase of MCN Common Stock from MCN or in the
open market in accordance with provisions of the Plan.
The Agent will receive all funds on behalf of a Participant for the purchase
of MCN Common Stock. These funds represent cash dividends (both on MCN
Common Stock held in the name of the Participant and designated for
reinvestment and on any full or fractional MCN Common Stock held under the
Plan for which authorization has been received) and optional cash payments
received by the Agent from Participants. Unless otherwise authorized or
directed by the officers of MCN, the Agent may make purchases from MCN, on
any securities exchange where MCN Common Stock is traded, in the
over-the-counter market or in negotiated transactions. MCN Common Stock held
for the accounts of Participants is registered in the name of the Agent's
nominee.
All inquiries, notices, requests and other communication by Participants
concerning the Plan (except as specifically indicated below) should be sent
to the Agent at:
First Chicago Trust Company of New York
P.O. Box 2598
Attn: Shareholder Relations
Jersey City, NJ 07303-2598
Telephone: 1-800-344-9713
MCN reserves the right to assume the administration of the Plan at any time
and without prior notice to Participants. In the event the Agent should
resign or otherwise cease to act as Plan Administrator, MCN will make such
other arrangements as it deems appropriate for the administration of the
Plan and the custody of the MCN Common Stock purchased under the Plan.
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PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any person or entity, whether or not an MCN Common Stock shareholder of
record, is eligible to participate in the Plan, provided that (i) the person
or entity fulfills the prerequisites for participation described below under
"Enrollment Procedures" and (ii) in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate laws applicable to the Company, the Plan or
the Participant.
Beneficial owners of MCN Common Stock are owners whose shares are registered
in names other than their own (for instance, in the name of a broker or bank
nominee). In order to participate in the Plan, such beneficial owners must
become shareholders of record by having shares transferred into their own
names. Beneficial owners may direct their broker/dealers to register all or
any number of whole shares through the Direct Registration System by
conducting a withdraw by transfer DRS statement transaction for the number
of shares to be transferred. Please contact the Agent at 1-800-344-9713 for
more specific information.
ENROLLMENT PROCEDURES
5. HOW MAY A PERSON JOIN THE PLAN?
SHAREHOLDERS OF RECORD:
Shareholders of record who are currently Participants in the Plan will
remain enrolled pursuant to the terms of this Prospectus unless such
shareholder instructs the Plan Administrator in writing to close the account
or to alter the conditions of participation. Other shareholders of record
may become Participants in the Plan by sending a completed Enrollment
Authorization Form to the Administrator. THE ONE-TIME INITIAL SERVICE FEE OF
$10 DOES NOT APPLY TO SHAREHOLDERS OF RECORD.
NEW INVESTORS:
After receiving a copy of this Prospectus, investors may apply for
enrollment in the Plan by completing all required sections of the Initial
Investment Form and sending it to the Agent. An Initial Investment Form is
available by calling the Agent at 1-800-955-4793. The Initial Investment
Form must be accompanied by either an Authorization Form for Automatic
Deductions of at least $25 per month for a minimum of 10 months, or an
initial cash payment in the form of a check or money order made payable (in
U.S. dollars) to First Chicago-MCN. The minimum amount for an initial cash
investment is $250 and the amount cannot exceed $150,000 in a calendar year.
A $10 one-time initial service fee will be deducted from the initial
investment payment. Do not
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send cash or third party checks. NO INTEREST WILL BE PAID ON INVESTMENT
AMOUNTS HELD BY THE AGENT PENDING THE PURCHASE OF SHARES.
If the Plan account will be in more than one name, all potential
Participants must sign the Initial Investment Form. The Agent reserves the
right to limit or combine Plan accounts with identical taxpayer
identification numbers and legal registrations.
EMPLOYEES:
Full or part-time employees of the Company or any of its subsidiaries may
apply for enrollment in the Plan by returning a completed Employee
Enrollment Form which is available from Investor Relations at
1-800-548-4655. Employees may purchase shares through the Payroll Deduction
election. See also "Employee Participation", Questions 27.-30. of this
Prospectus.
ALL PARTICIPANTS - ENROLLMENT AUTHORIZATION FORM:
Three options are shown on the Enrollment Authorization Form. The
Participant must place an "X" in the appropriate box to indicate the
investment option. The options are (1) full reinvestment of dividends, which
is automatic for all shareholders owning less than 100 shares, unless the
shareholder elects to receive a dividend check, (2) partial reinvestment of
dividends (whereby the number of shares to receive cash dividends is
indicated, and the dividends on all remaining shares are reinvested), and
(3) voluntary cash payments only (no reinvested dividends). Under each of
these options, the Participant may make voluntary cash payments at any time.
The Participant may change reinvestment levels from time to time by
submitting a revised Enrollment Authorization Form to the Agent.
6. WHEN MAY A PERSON JOIN THE PLAN?
A person may join the Plan at any time by submitting an Enrollment
Authorization Form in the manner described under Question 5 above.
REINVESTMENT OF DIVIDENDS
7. WHAT ARE THE OPTIONS AVAILABLE REGARDING REINVESTMENT OF DIVIDENDS?
Participants may elect full reinvestment, or partial reinvestment and
partial cash payment of dividends by completing the Enrollment Authorization
Form as described in Question 6 above. If the Participant chooses partial
reinvestment, the Participant must designate on the Enrollment Authorization
Form the number of whole shares on which to receive cash dividends. The cash
dividends paid on all of the Participant's other shares in the Plan will be
reinvested in additional shares of MCN Common Stock.
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If a Participant elects full reinvestment, cash dividends paid on all MCN
Common Stock registered in the Participant's name and/or held in the
Participant's Plan account will be reinvested in additional shares of MCN
Common Stock on the dividend payment date (Dividend Payment Reinvestment
Date). The cash dividends will be sent to the Participant by check in the
usual manner or directly deposited, if the Participant has elected the
direct deposit option (see "Direct Deposit of Dividends Not Reinvested"
below).
Shareholders of record holding 100 SHARES OR MORE and reinvesting their
dividends will receive a detailed statement every quarter. Shareholders of
record holding FEWER THAN 100 SHARES will automatically have their dividends
reinvested in shares (unless they affirmatively elect to receive cash
dividends) and will only receive a detailed statement annually. Regardless
of the number of whole shares owned, shareholders can enjoy automatic
dividend reinvestment at no cost and can verify their account balance,
change their dividend election or request a statement at any time.
Direct Deposit of Dividends Not Reinvested. Through the Plan's direct
deposit feature, Participants may elect to have any cash dividends not
reinvested in additional shares of MCN Common Stock paid by electronic funds
transfer to the Participant's predesignated bank account. To receive such
dividends by direct deposit, Participants must first complete and sign the
Direct Deposit Authorization Form and return the form to the Agent. This
form is NOT part of the Enrollment Authorization Form and must be
specifically requested from the Agent at 1-800-344-9713.
Forms will be processed and will become effective promptly. Participants may
change the designated account for direct deposit or discontinue this feature
by written instruction to the Agent. If the Participant transfers shares or
otherwise establishes a new account, a new Direct Deposit Authorization Form
must be completed. If the Participant closes or changes a bank account
number, a new Direct Deposit Authorization Form must be completed.
8. HOW DOES A PARTICIPANT CHANGE INVESTMENT OPTIONS UNDER THE PLAN?
A Participant may change his or her investment option at any time by signing
a new Authorization Form or by calling the Agent at 1-800-344-9713. The
Agent must receive the notification before the dividend record date.
Authorization Forms may be obtained by contacting the Agent by telephone or
at the address listed in the answer to Question 3. of this Prospectus.
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INITIAL INVESTMENTS AND VOLUNTARY CASH PAYMENTS
9. HOW DOES A PARTICIPANT PAY FOR SHARES UNDER THE PLAN?
Participants may make investments by personal check, money order, or
automatic deduction from a predesignated account. Voluntary cash payments
require a minimum of $25 and may not exceed $150,000 per calendar year.
There is no obligation to make a voluntary cash payment at any time, and the
amount of such payments may vary.
INVESTMENT DATES FOR INITIAL INVESTMENTS AND VOLUNTARY CASH PAYMENTS
10. WHEN DOES THE AGENT PURCHASE SHARES FOR INITIAL INVESTMENTS AND VOLUNTARY
CASH PAYMENTS?
Initial investments and voluntary cash payments received by the Agent will
be invested once a week on the Voluntary Cash Investment Date. In order to
be entitled to the next dividend to be paid, initial investments and
voluntary cash payments must be invested by the Voluntary Cash Investment
Date which immediately precedes the ex-dividend date for such dividend. The
ex-dividend date is currently three business days prior to, and including,
the record date. The record dates historically have been on or about
February 11, May 11, August 11 and November 11.
NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE AGENT PENDING INVESTMENT.
Upon a Participant's written or telephone request received by the Agent no
later than two business days prior to the Voluntary Cash Investment Date, a
cash payment not already invested under the Plan will be canceled or
returned to the Participant, as appropriate. However, no refund of a check
or money order will be made until the funds have been actually received and
collected by the Agent. Accordingly, such refunds may be delayed.
PAYMENT METHODS
11. WHAT ARE THE PAYMENT METHODS AVAILABLE FOR PURCHASING SHARES UNDER THE PLAN?
Check or Money Order. Voluntary cash payments may be made by check or money
order payable in U.S. dollars to "First Chicago-MCN." Voluntary cash
payments must be sent to the Agent together with the Transaction Form
attached to each quarterly account statement or the transaction advice sent
to Participants or with a letter indicating the account number and Company
Code (4769). Participants should also indicate the Plan account number on
their check or money order. Additional Transaction Forms are available upon
request from the Agent at 1-800-344-9713.
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For initial cash investments, see "Enrollment Procedures -- New Investors"
under Question 5. of this Prospectus.
Automatic Deduction from an Account. Participants may make automatic
investments of a specified amount (up to $150,000 per calendar year) through
an Automated Clearing House (ACH) withdrawal from a predesignated account at
a U.S. bank or financial institution. To initiate automatic deductions, the
Participant must complete and sign an Authorization Form for Automatic
Deductions and return it to the Agent together with a voided blank check or
savings account deposit slip for the account from which funds are to be
drawn. Forms will be processed and will become effective as promptly as
practicable; however, Participants should allow four to six weeks for their
first investment to be initiated. Once automatic deductions are initiated,
funds will be drawn from the Participant's account on either the 1st or 15th
of each month, or both (as chosen by the Participant), or the next business
day if either the 1st or the 15th is not a business day, and will normally
be invested on the next Voluntary Cash Investment Date.
12. CAN A PARTICIPANT CHANGE PAYMENT METHODS UNDER THE PLAN?
Participants may change or terminate automatic deductions by completing and
submitting to the Agent a new Authorization Form for Automatic Deductions or
by calling the Agent at 1-800-344-9713. When a Participant transfers shares
or otherwise establishes a new account, an Authorization Form must be
completed unique to that account. If the Participant closes or changes a
bank account number, a new Authorization Form must be completed. To be
effective with respect to a particular Voluntary Cash Investment Date,
however, the new Authorization Form for Automatic Deductions must be
received by the Agent at least six business days preceding the date the
funds will be withdrawn.
PURCHASE PRICE
13. HOW IS THE PURCHASE PRICE OF MCN COMMON STOCK CALCULATED?
The purchase price of shares of MCN Common Stock purchased by the Agent
directly from the Company will be the average of the highest and lowest per
share trading price of MCN Common Stock (as published in The Wall Street
Journal report of New York Stock Exchange -- Composite Transactions) on the
Investment Date, i.e., Voluntary Cash Investment Date or Dividend Payment
Reinvestment Date.
The purchase price of MCN Common Stock purchased by the Agent on the open
market will be the average price, excluding brokers' commissions, paid by
the Agent for all such shares purchased on the open market with respect to
the Investment Date.
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If shares are purchased for the Plan on the open market, the Agent may, at
its sole discretion, begin purchasing shares no earlier than three business
days prior to any Investment Date and complete purchasing shares no later
than 30 days after such date except where beginning at an earlier date is
permissible, or where completion at a later date is necessary or advisable,
under applicable federal regulatory and securities laws. The Agent will use
its best efforts to cause all funds received by it to be applied to the
purchase of shares within the above discussed time period. If such shares
are purchased directly from the Company, such purchase shall take place on
the Investment Date.
If both open market purchases and purchases directly from the Company are
made with respect to any Investment Date, the price of the shares purchased
will be the weighted average of both such prices.
The amount of the investment divided by the price per share will determine
the number of shares credited to the Participant's account. All fractional
shares are rounded to three decimal places.
COST TO PARTICIPANTS
14. WHAT COSTS DO PARTICIPANTS PAY?
An one-time initial service fee of $10 will be charged to all Participants
new to the Plan. There is no investment fee for subsequent transactions.
Brokerage commissions for shares purchased on the open market will be paid
by the Company. These commissions will be considered as additional income to
Participants for tax purposes and will be reported on year-end tax
statements. There are no brokerage fees for shares purchased directly from
the Company. Purchases through ACH will have a per transaction fee of $1. A
Participant will also pay a service fee and brokerage commissions, $10 and
approximately 12 cents a share, respectively, on shares that are sold
through the Plan at the Participant's request.
INDIVIDUAL RETIREMENT ACCOUNT
15. CAN A PARTICIPANT ESTABLISH AN IRA THROUGH THE PLAN?
Yes. The Taxpayer Relief Act of 1997 has expanded the options available for
retirement savings, and you may establish an IRA which invests in MCN Common
Stock through the Plan by either (i) returning a completed IRA Enrollment
Form and making an initial investment to the IRA of at least $250 or (ii)
transferring funds having a fair market value of $250 on the enrollment
date, from an existing IRA account, and by completing an IRA Enrollment Form
and an IRA Transfer Form. These forms and a disclosure statement are
available from the Agent. Please refer to the IRA Enrollment Form for
details regarding any annual fee that will be charged to the Individual by
the Agent.
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16. WHAT ARE THE IRA OPTIONS AVAILABLE?
There are three IRA options available:
TRADITIONAL IRA -- Traditional IRA contributions are allowed for individuals
under age 70 1/2 who have taxable compensation. Tax-deductible contributions
are subject to new adjusted gross income (AGI) phase-out levels, while
nondeductible contributions are allowed regardless of income level. Maximum
individual contribution is $2,000 annually, with tax-deferred growth of
investment. Beginning in 1998, penalty-free withdrawals can be made to help
pay for first home purchases or higher education expenses. (Maximum annual
contribution between Traditional and Roth IRA is $2,000.)
ROTH IRA -- Effective for the 1998 tax year contributions are allowed for
individuals of any age with (AGI) below $160,000 (for those filing joint
returns) or $110,000 (for those filing single returns), but allowed
contributions begin to phase out at an AGI of $150,000 (for those filing
joint returns) and $95,000 (for those filing single returns). Maximum
individual contribution is $2,000 annually. Investments and earnings grow
tax-free. Contributions are not tax-deductible but if the investment stays
in the Roth IRA for five years or more, qualified withdrawals are
distributed tax-free (and free of penalty in most cases). There are no
requirements to begin distributions at age 70 1/2. Penalty-free withdrawals
can be made to help pay for first home purchases.
EDUCATION IRA -- Effective for the 1998 tax year any individual of any age
may contribute, subject to the same income ranges as the Roth IRA, to an
Education IRA for a child. Contributions of up to $500 annually can be made
for secondary education expenses for a child beneficiary under age 18.
Contributions are not deductible, but investments grow tax-free and are not
taxed when withdrawn for higher education expenses, including tuition, room
and board, books, and supplies. Withdrawals must be made by age 30 or the
investment will be taxed to the child and will be subject to a 10% penalty.
Unused account balances may be transferred to another family member's
Education IRA.
ACCOUNT MANAGEMENT
17. WHAT OPTIONS ARE AVAILABLE TO PLAN PARTICIPANTS REGARDING TRANSFERS, SALES
AND CERTIFICATE ISSUANCE?
Once a Plan account is established, a Participant has several other options
available to manage the account, including transfers, sales and certificate
issuance. These options are detailed below.
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GIFT/TRANSFER OF SHARES
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to a Plan account for another
person, whether by gift, private sale or otherwise, the Participant may
effect such transfer by mailing a properly completed Gift/Transfer Form, or
an executed stock power, to the Agent. There is no initial investment fee
charged to the recipient. Transfers of less than all of the Participant's
shares must be made in whole share amounts. Requests for transfer are
subject to the same requirements as the transfer of MCN Common Stock
certificates, including the requirement of a Medallion Guarantee on the
stock power or Gift/Transfer Form. Gift/Transfer Forms and Stock Power Forms
are available upon request from the Agent. Share Transfer Forms are also
attached to Plan statements and transaction advices.
Shares so transferred will continue to be held by the Agent under the Plan.
An account will be opened in the name of the recipient, if he or she is not
already a Participant, and such recipient will automatically be enrolled in
the Plan. If the recipient is not already a registered shareholder or a
Participant, the account will be enrolled under the full reinvestment option
unless the donor specifies differently. The recipient may change the
reinvestment election after the gift has been made as described under
"Reinvestment of Dividends" above.
If a transfer involving ALL shares in a Participant's account is received
after a record date but before the related dividend payment date, the
transfer will be processed when received, and a cash dividend will be paid
to the Participant. The Participant may return the dividend check as a
voluntary cash payment.
The recipient will receive a statement showing the deposit of shares. Upon
the Participant's request, the Agent will also send, free of charge, an
acknowledgment of the gift.
DIRECT REGISTRATION SYSTEM/BROKER-DEALER ACCOUNTS
Transfer shares from your brokerage account: Shareholders who own MCN shares
that are held by a bank, broker, trustee in street or nominee name
("broker") may participate with some or all of their MCN shares by
instructing their broker to have some or all of the shares transferred into
the shareholders name in Direct Registration book-entry form. Simply
instruct your bank, broker or trustee to reregister your shares through the
Direct Registration System and specify book-entry registration.
Transfer shares to your account at your broker: To electronically transfer
all or part of your book-entry shares to your account at your broker, you
may establish your broker account number on your Program account. To
establish your broker account number, you must complete the "authorization
to provide broker/dealer information" form, available upon request from
First Chicago Trust (1-800-344-9713) or your broker. Once your broker
account number is
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<PAGE> 16
established, you can then instruct First Chicago Trust to deliver the number
of full shares you specify. First Chicago Trust will electronically deliver
your shares within 48 hours of receiving and accepting your instructions.
The signature(s) on the Authorization should be guaranteed by the
broker/dealer with a Medallion Guarantee.
CERTIFICATE ISSUANCE
No certificates will be issued to a Participant for shares purchased through
the Plan unless he or she so requests the Agent in writing or by phone. This
provides protection against loss, theft or inadvertent destruction of stock
certificates and facilitates the ownership of fractional shares by
Participants. At any time, a Participant may request the Agent to send the
Participant's certificates for any full shares credited to the Participant's
Plan account. Certificates for fractional shares will not be issued under
any circumstances.
SALE OF SHARES
18. HOW DOES A PARTICIPANT SELL SHARES?
Participants may request the Agent to sell any number of whole shares held
in their Plan accounts by completing the information on the bottom portion
of their statement or by giving detailed written instructions to the Agent.
Alternatively, the Participant may call 1-800-935-9330. This is an automated
phone response system established by the Agent. The Agent will initiate the
sale as soon as practicable after receiving the notification. Sales will be
made for the Participant's account on the open market through a securities
broker designated by the Agent. The Participant will receive the proceeds,
less an applicable service fee and brokerage commissions of $10 and
approximately 12 cents per share, respectively. Proceeds of shares sold
through the Plan will be paid to the Participant by check.
If instructions for the sale of ALL shares are received on or after an
ex-dividend date, as set by the NYSE, but before the related dividend
payment date, the sale will be processed as described above and a separate
check for the dividend will be mailed following the dividend payment date. A
request to sell all shares held in a Participant's account will be treated
as a withdrawal from the Plan. See "Closing a Plan Account" below.
CERTIFICATES FOR SHARES
19. ARE CERTIFICATES ISSUED FOR THE SHARES PURCHASED UNDER THE PLAN?
Shares purchased and held under the Plan will be held in safekeeping by the
Agent in the Participant's name or the name of the Agent's nominee. The
number of shares (including fractional shares) upon which dividends are
reinvested and held for each Participant will be shown on each quarterly
statement of account. Participants may obtain a new certificate for all
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<PAGE> 17
or some of the whole shares of MCN Common Stock held in their Plan accounts
by completing the information on the bottom portion of their statement or
upon telephone (1-800-344-9713) or written request to the Agent. Any
remaining whole or fractional shares will continue to be held by the Agent.
Withdrawal of shares in the form of a certificate in no way affects dividend
reinvestment on those shares (see "Reinvestment of Dividends" above). When
issued, certificates for shares will be registered in the name in which the
Plan account is maintained. Certificates for fractional shares will not be
issued under any circumstances.
Except as described in "Gift/Transfer of Shares" above, shares of MCN Common
Stock held by the Agent for a Participant's Plan account may not be pledged
or assigned. A Participant who wishes to pledge or assign any such shares
must request that a certificate for such shares be issued in the
Participant's name.
SHARE SAFEKEEPING
20. CAN A PARTICIPANT DEPOSIT SHARES WITH THE AGENT FOR SAFEKEEPING?
At the time of enrollment in the Plan, or at any later time, Participants
may use the Plan's share safekeeping service to deposit any MCN Common Stock
certificates in their possession with the Agent. Shares deposited will be
transferred into the name of the Agent or its nominee and credited to the
Participant's account under the Plan. Thereafter, such shares will be
treated in the same manner as shares purchased through the Plan. If a
certificate issuance is later requested, a new, differently numbered
certificate will be issued.
By using the Plan's share safekeeping service, Participants no longer bear
the risk associated with loss, theft or destruction of MCN Common Stock
certificates. Also, because shares deposited with the Agent are treated in
the same manner as shares purchased through the Plan, they may be
transferred or sold through the Plan in a convenient and efficient manner
(see "Closing a Plan Account" below and "Sale of Shares" and "Gift/Transfer
of Shares" above). There is no charge for this custodial service.
Participants who wish to deposit their MCN Common Stock certificates with
the Agent must mail their request and their certificates to the Agent. THE
CERTIFICATES SHOULD NOT BE ENDORSED. To insure against loss resulting from
mailing certificates, the Agent will provide mail insurance free of charge.
To be eligible for certificate mailing insurance, an individual investor
must observe the following four guidelines: 1) Certificates must be mailed
in brown, pre-addressed return envelopes supplied by the Agent; 2)
Certificates mailed to the Agent will be insured for up to $25,000 current
market value provided they are mailed FIRST CLASS; 3) Participants should
contact the Agent for information about sending certificates having a
current market value in excess of $25,000; and 4) Individual investors must
notify the Agent of any lost certificate claim
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<PAGE> 18
within thirty (30) calendar days of the date the certificates were mailed.
To submit a claim, an individual investor must be a Participant in the Plan
or current holder of record of shares of MCN Common Stock. In the latter
case, the claimant must enroll in the Plan at the time the insurance claim
is processed. The maximum insurance protection provided is $25,000 and
coverage is available only when the certificate(s) are sent to the Agent in
accordance with the guidelines described above.
Insurance covers the replacement of shares of MCN Common Stock, but in no
way protects against any loss resulting from fluctuations in the value of
such shares from the time the individual mails the certificates until such
time as replacement can be effected.
If the Participant does not use the brown pre-addressed envelope provided by
the Agent, certificates mailed should be insured for possible mail loss for
2% of the market value (minimum of $20); this represents the Participant's
replacement cost if the certificates are lost in transit to the Agent.
CLOSING A PLAN ACCOUNT
21. WHEN MAY A PARTICIPANT CEASE DIVIDEND REINVESTMENT TO HIS OR HER PLAN
ACCOUNT?
Participation in the Program may be discontinued by you at any time by
notifying First Chicago Trust. In addition, at any time, First Chicago Trust
may, for any reason in its sole discretion, discontinue your participation
in the Program immediately upon mailing a notice of termination to you at
your address of record on MCN's books as maintained by First Chicago Trust.
Upon issuing a notice of termination, First Chicago Trust will promptly
refund cash contributions held pending investment. First Chicago Trust will
continue to hold your shares in book-entry form unless you request a
certificate for any full share(s) and a check for any fractional share. You
may also request the sale of all or part of any such shares upon request to
First Chicago Trust. First Chicago Trust will send you a check for the
proceeds of the sale less applicable service fees and brokerage commission.
If notice of withdrawal is received on or after an ex-dividend date but
before the related dividend payment date, the withdrawal will be processed
as described above and a separate check for the dividend will be mailed
following the dividend payment date.
If a Participant disposes of all certificated shares of MCN Common Stock,
the dividends on the shares credited to the Participant's Plan account,
which are registered in the name of the Agent's nominee, will continue to be
distributed as elected on the Enrollment Authorization Form until the Agent
is notified that the Participant wishes to withdraw from the Plan.
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<PAGE> 19
REPORTS TO PARTICIPANTS
22. HOW OFTEN WILL PARTICIPANTS BE ADVISED OF THEIR ACCOUNT ACTIVITY IN THE
PLAN?
Transaction advices are mailed to Participants after voluntary cash
payments. Participants with 100 shares or more will receive a quarterly
statement showing the amount invested, purchase price, the number of shares
purchased, deposited, sold, transferred or withdrawn, total shares
accumulated and other year-to-date information. The quarterly statement will
indicate the shares held by the Agent for the Participant and other shares
registered in the Participant's name upon which dividends are reinvested.
Participants with less than 100 shares will receive an annual statement
only. EACH PARTICIPANT IS RESPONSIBLE FOR RETAINING THESE STATEMENTS IN
ORDER TO ESTABLISH THE COST BASIS OF SHARES PURCHASED UNDER THE PLAN FOR TAX
PURPOSES. Duplicate statements for OPEN accounts will be available from the
Agent. However, charges may be assessed for statements for closed accounts.
23. WHAT OTHER COMMUNICATIONS WILL A PARTICIPANT RECEIVE?
Each Participant will be sent the same communications sent to all other
registered holders of shares of MCN Common Stock, including the Company's
annual report to shareholders, and a notice of the annual meeting and
accompanying proxy statement. In addition, each Participant will receive an
Internal Revenue Service information return for reporting dividend income
received and/or shares sold, if so required.
All notices, statements and reports from the Agent to a Participant will be
addressed to the Participant at the latest address of record with the Agent.
Therefore, Participants must promptly notify the Agent of any change of
address. Failure to do so may result in escheatment of the account to the
state of the last known address of the Participant, in accordance with
applicable state laws.
FEDERAL INCOME TAX INFORMATION
24. WHAT TAX CONSEQUENCES CAN BE ANTICIPATED BY PARTICIPANTS IN THE PLAN?
The Company believes the following is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus.
This summary may not reflect every possible situation that could result from
participation in the Plan, and, therefore, Participants in the Plan are
advised to consult their own tax advisor with respect to the tax
consequences (including federal, state, local and other tax laws and U.S.
tax withholding laws) applicable to their particular situation.
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TAXABLE INCOME AND TAX BASIS
Reinvested Dividends. In the case of reinvested dividends, when the Agent
acquires shares for a Participant's account directly from the Company, the
Participant must include in gross income a dividend equal to the number of
shares purchased with the Participant's reinvested dividends multiplied by
the fair market value of MCN Common Stock on the relevant dividend payment
date. The fair market value is based on 100% of the average of the high and
low market prices on the Dividend Payment Reinvestment Date. The
Participant's tax basis in those shares will also equal the fair market
value of the shares on the relevant Dividend Payment Reinvestment Date.
Alternatively, when the Agent purchases MCN Common Stock for a Participant's
account on the open market with reinvested dividends, a Participant must
include in gross income an amount equal to the cash dividends reinvested
plus that portion of any brokerage commissions paid by the Company which are
attributable to the purchase of the Participant's shares. The Participant's
tax basis in Plan shares will be equal to the purchase price plus allocable
brokerage commissions.
Voluntary Cash Payments. In the case of the shares purchased on the open
market with voluntary cash payments, shareholders will be in receipt of a
dividend to be included in gross income to the extent of any brokerage
commissions paid by the Company. The Participant's tax basis in the shares
acquired with voluntary cash payments will be the cost of the shares to the
Agent plus an allocable share of any brokerage commissions paid by the
Company. The initial investment fee may be deductible by Participants who
itemize deductions, subject to limitations provided under the Internal
Revenue Code.
The above rules are based on an Internal Revenue Service (IRS) ruling the
Company obtained with respect to the Plan. These rules may not be applicable
to certain Participants in the Plan, such as tax-exempt entities (e.g., IRA
accounts and pension funds) and foreign shareholders. These particular
Participants should consult their own tax advisors concerning the tax
consequences applicable to their situation.
Gain/Loss Recognition. A Participant will not realize any taxable income
when a certificate is received for whole shares credited to the account,
either upon request for such certificate or upon withdrawal from or
termination of the Plan. However, a gain or loss will be recognized by the
Participant when whole shares acquired under the Plan are sold or exchanged
-- either by the Agent at the Participant's request when withdrawing from
the Plan or by the Participant's own action after withdrawal from or
termination of the Plan. The Participant also will recognize gain or loss
when receiving a cash payment for a fractional share credited to the account
upon withdrawal from or termination of the Plan. The amount of the gain or
loss will be the difference
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<PAGE> 21
between the amount of cash received for the shares or fractional shares and
the tax basis of those shares.
25. WHAT TAX REPORTING INFORMATION WILL A PARTICIPANT RECEIVE?
Each Participant will receive a Form 1099-DIV by January 31 following the
close of the Plan year, which provides the amount of dividend income that is
reportable to the IRS, including, where applicable, an amount for brokerage
commissions paid on the Participant's behalf, and an adjustment to reflect
the difference between fair market value price and purchase price with
respect to shares purchased from the Company with reinvested dividends.
A Form 1099-B will be provided by January 31 following the close of the Plan
year to Participants who sold shares through the Plan. This form will
contain the amount of gross proceeds from the sale and the date of sale.
A copy of each information return is also furnished to the IRS.
26. WILL FEDERAL INCOME TAX BE WITHHELD FROM DIVIDENDS OR SALES PROCEEDS?
Federal law requires the Agent to withhold an amount (currently 31%) from
the amount of dividends and the proceeds of any sale of shares for a
Participant if: (i) that Participant fails to certify to the Agent that the
Participant is not subject to backup withholding, (ii) that Participant
fails to certify that the taxpayer identification number provided is correct
or (iii) the IRS notifies the Company that the Participant is subject to
backup withholding. The withheld amounts will be deducted from the amount of
dividends and the remaining amount will be reinvested. The withheld amounts
also will be deducted from the proceeds of any sale of shares and the
remaining amount will be sent to the Participant.
In the case of those foreign shareholders whose dividends are subject to
United States income tax withholding, the amount of tax to be withheld will
be deducted from the amount of dividends and the remaining amount of
dividends will be reinvested. In the case of those foreign shareholders
whose sale proceeds are subject to withholding, the amount of tax to be
withheld will be deducted from the proceeds of the sale of shares.
EMPLOYEE PARTICIPATION
27. WHAT ARE THE RIGHTS OF EMPLOYEES UNDER THE PLAN?
Employees have the same rights under the Plan, and are governed by the same
terms and limitations, as shareholders of the Company, except that employees
may arrange with their employers to make such voluntary cash payments
through regular payroll deductions.
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28. HOW MAY AN EMPLOYEE ENROLL IN THE PLAN?
An employee may enroll in the Plan at any time by completing an Employee
Enrollment Form and returning it to Payroll Services. Employee Enrollment
Forms and withholding authorization forms may be obtained from Payroll
Services or by request to the Investor Relations Department at
1-800-548-4655. If an employee elects to make voluntary cash payments
directly to the Agent and does not authorize payroll deductions, the
Enrollment Form must be returned to First Chicago Trust accompanied by a
check or money order for the initial payment.
Employees who, as record holders of MCN Common Stock, are already
participating in the Plan do not need to complete an Employee Enrollment
Form; however, they must complete a withholding authorization form if they
wish to make voluntary cash payments through payroll deductions. Full
reinvestment of dividends on a quarterly Dividend Payment Reinvestment Date
is automatic for all employees enrolled in the Plan owning less than 100
shares, unless the employee elects to receive a dividend check. Employees
owning less than 100 shares and with dividend reinvestment activity only
will not receive quarterly statements but will receive an annual statement
of account.
Any employee who is or becomes a holder of record of MCN Common Stock may
obtain from the Agent and execute a shareholder Enrollment Authorization
Form in order to provide for the reinvestment of cash dividends on those
shares.
29. HOW CAN AN EMPLOYEE-PARTICIPANT PURCHASE MCN COMMON STOCK THROUGH THE PLAN?
Employees not already in the Plan may enroll by making an initial cash
investment of at least $250, or by authorizing a minimum of 10 automatic
monthly withdrawals of at least $25 from a predesignated checking, savings
or money market account. Employees already in the Plan can make voluntary
cash payments as often as weekly of not less than $25 for a single
investment up to a maximum of $150,000 per calendar year.
Also, an employee may authorize payroll deduction for the deduction of a
specified dollar amount from the first pay of each month. The minimum
deduction is $25 per month. Voluntary cash purchases through payroll
deduction will not have a transaction fee or brokerage commission. Once
authorized, payroll deductions will continue until changed or terminated by
the employee. An employee may change the amount of a payroll deduction or
terminate payroll deductions by giving written notice to the employee's
Payroll Services department. Employees should allow at least 15 days'
processing time prior to the end of the pay period in which the deduction is
made for any change or termination to become effective. Employees may
terminate payroll deductions without withdrawing from the Plan and continue
to invest by making voluntary cash payments directly to the Agent.
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In any case, an initial investment fee of $10 will be deducted for employees
new to the Plan.
30. HOW CAN AN EMPLOYEE-PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, Employee-Participants must notify the
Agent by telephone or in writing of their intent to withdraw, and those
employees making voluntary cash payments through payroll deductions must
also notify their Payroll Services department of such intent to withdraw.
If an Employee-Participant ceases to be employed by MCN Energy Group Inc. or
its affiliates, the Agent will continue dividend distribution as elected for
the account on the shares credited to the Participant's Plan account until
the Participant withdraws from the Plan. Participation in the Plan may
continue as long as there are shares credited to the Participant's Plan
account or registered in the Participant's name.
OTHER INFORMATION
31. WHAT HAPPENS IF MCN ISSUES A STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
Any stock dividends or split shares of MCN Common Stock distributed by the
Company on shares held by the Agent for a Participant's Plan account or held
by the Participants in the form of stock certificates will be added to the
Participant's account.
In the event of a rights offering, a Participant will receive rights based
upon the total number of whole shares owned, that is, the total number of
shares registered in the Participant's name and the total number of whole
shares held in the Participant's Plan account.
32. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT SHAREHOLDERS' MEETINGS?
For each meeting of shareholders, a Participant will receive a proxy for the
total number of whole shares held -- both the shares registered in the
Participant's name directly and those credited to the Participant's Plan
account. Fractions of shares will not be voted. If the proxy is not
returned, or if it is returned unsigned, none of the shares will be voted
unless the Participant votes in person.
33. WHAT ARE THE RESPONSIBILITIES OF MCN AND THE AGENT UNDER THE PLAN?
Neither the Company nor the Agent (nor any of their respective agents,
representatives, employees, officers, directors or subcontractors) will be
liable in administering the Plan for any act done in good faith or for any
good faith omission to act, including, without limitation, any claim of
liability arising from failure to terminate a Participant's account upon
such Participant's death, or with respect to the prices or times at which
shares are purchased or sold for
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<PAGE> 24
Participants. The foregoing does not represent a waiver of any rights a
Participant may have under applicable securities laws.
NEITHER THE COMPANY NOR THE AGENT CAN ASSURE A PROFIT OR PROTECT AGAINST A
LOSS ON SHARES PURCHASED UNDER THE PLAN.
34. CAN THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to modify the Plan (consistent with any
applicable shareholder resolutions and subject to any requisite
authorization or approval by regulatory agencies having jurisdiction), or to
suspend or terminate the Plan, at any time. All Participants will be sent
notice of any such action. Any such modification, suspension or termination
will not, of course, affect previously executed transactions. The Company
also reserves the right to adopt, and from time to time to change, such
administrative rules and regulations (not inconsistent in substance with the
basic provisions of the Plan then in effect) as it deems desirable or
appropriate for the administration of the Plan. The Agent reserves the right
to resign at any time upon reasonable written notice to the Company.
PRICE OF COMMON STOCK
The last reported sales price of MCN Common Stock on January 26, 1998, as
reported on the New York Stock Exchange (Consolidated Tape Transactions) was
$37.00 per share.
USE OF PROCEEDS
MCN will receive proceeds from the sale of MCN Common Stock purchased by the
Plan from MCN. The proceeds from the sale of MCN Common Stock offered pursuant
to the Plan will be used for general corporate purposes. MCN has no basis for
estimating either the number of MCN Common Stock that will be sold pursuant to
the Plan or the prices at which such MCN Common Stock will be sold. MCN will not
receive any proceeds from purchases of MCN Common Stock by the Plan in the open
market.
PLAN OF DISTRIBUTION
Unless otherwise authorized or directed by the officers of MCN, the Agent may
make purchases of MCN Common Stock on any securities exchange where MCN Common
Stock is traded, in the over-the-counter market or in negotiated transactions.
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VALIDITY OF SECURITIES
The validity of the securities offered hereby will be passed upon for MCN by
Daniel L. Schiffer, Esq., Senior Vice President, General Counsel and Secretary
of MCN Energy Group Inc. Mr. Schiffer is a full-time employee and officer of MCN
and owns 33,255 shares of MCN Common Stock as of December 31, 1997.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 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, 1996, includes
various oil and gas reserve information summarized from reports prepared by the
independent petroleum consultants Ryder Scott Company; Miller and Lents, Ltd.;
Lee Keeling & Associates, Inc.; S. A. Holditch & Associates, Inc.; Questa
Engineering Corporation and Advanced Resources International, 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.
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FOR ASSISTANCE CONCERNING THE PLAN ...
CORRESPONDENCE CONCERNING THE PLAN:
First Chicago Trust Company of New York
MCN Energy Group Inc. Direct Stock Purchase and Dividend Reinvestment Plan
P. O. Box 2521
Jersey City, New Jersey 07303-2521
VOLUNTARY CASH INVESTMENTS of checks or money orders should be mailed to:
First Chicago Trust Company of New York
Dividend Reinvestment Plans
P. O. Box 13531
Newark, New Jersey 07188-0001
Indicate MCN Energy Group Inc. and account number if applicable, in all
correspondence.
TELEPHONE:
First Chicago Trust Company of New York: 1-800-344-9713. An automated phone
system is available 24 hours a day, 7 days a week. Customer service
representatives are available from 8:30 a.m. to 7:00 p.m. Eastern time each
business day.
Non-shareholder requests for information about the Plan: 1-800-955-4793, 24
hours a day.
Sale of Plan shares and issuance of stock certificates: 1-800-935-9330. This
is an automated phone system available from 8:00 a.m. to 10:00 p.m. Eastern time
on business days and 8:00 a.m. to 10:00 p.m. Eastern time on Saturdays and most
holidays.
TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired.
FOREIGN LANGUAGE TRANSLATION SERVICE for more than 140 foreign languages is
available.
INTERNET: Messages forwarded on the Internet will be responded to within one
business day. The First Chicago Trust Internet address is "HTTP://WWW.FCTC.COM".
The Company's Internet address is "HTTP://WWW.MCNENERGY.COM".
E-MAIL: First Chicago Trust's E-mail address is "[email protected]".
IF YOU WISH TO CONTACT THE COMPANY DIRECTLY, YOU MAY WRITE TO:
MCN Energy Group Inc.
Investor Relations Department
500 Griswold Street
Detroit, Michigan 48226
1-800-548-4655
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- -------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............................. 2
Incorporation of Certain Documents by Reference... 2
The Company....................................... 3
Forward-Looking Statements........................ 4
Description of the Plan........................... 5
Purpose and Benefits............................ 5
Administration.................................. 7
Participation................................... 8
Enrollment Procedures........................... 8
Reinvestment of Dividends....................... 9
Initial Investments and Voluntary Cash
Payments...................................... 11
Investment Dates for Initial Investments and
Voluntary Cash Payments....................... 11
Payment Methods................................. 11
Purchase Price.................................. 12
Cost to Participants............................ 13
Individual Retirement Account................... 13
Account Management.............................. 14
Sale of Shares.................................. 16
Certificates for Shares......................... 16
Share Safekeeping............................... 17
Closing a Plan Account.......................... 18
Reports to Participants......................... 19
Federal Income Tax Information.................. 19
Employee Participation.......................... 21
Other Information................................. 23
Price of Common Stock............................. 24
Use of Proceeds................................... 24
Plan of Distribution.............................. 24
Validity of Securities............................ 25
Experts........................................... 25
</TABLE>
------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT OR THE DOCUMENTS INCORPORATED OR DEEMED INCORPORATED BY
REFERENCE HEREIN, AND ANY INFORMATION OR REPRESENTATIONS NOT CONTAINED HEREIN OR
THEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MCN OR BY ANY
AGENT, DEALER OR UNDERWRITER. THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY THE SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT ANY
TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
THIS PROSPECTUS SHOULD BE RETAINED FOR
FUTURE REFERENCE.
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MCN ENERGY GROUP INC. LOGO
DIRECT STOCK PURCHASE
AND DIVIDEND
REINVESTMENT PLAN
PROSPECTUS ENCLOSED WITHIN
FEBRUARY 9, 1998
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