<PAGE> 1
REGISTRATION STATEMENT NO. 33-57545
As filed with the Securities and Exchange Commission on November 15, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 2 (First Posteffective) on Form S-3
To Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DTE ENERGY COMPANY
(formerly, DTE Holdings, Inc.)
(Exact name of issuer as specified in charter)
<TABLE>
<S> <C> <C>
Michigan 2000 2nd Avenue 38-3217752
(State of Incorporation) Detroit, Michigan 48226-1279 (I.R.S. Employer Identification No.)
(313) 237-8666
</TABLE>
(Address and telephone number of principal executive offices)
________________
SUSAN M. BEALE
Vice President and Corporate Secretary
DTE Energy Company
2000 2nd Avenue
Detroit, Michigan 48226-1279
(313) 237-8666
(Name, address, and telephone number of agent for service)
________________
Approximate date of commencement of proposed sale to the public: From
time to time 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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration for the same offering. / /
If this Form is a posteffective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list Securities Act
registration 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: / /
________________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant 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 this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
________________
<PAGE> 2
NOTE: DTE Energy Company ("Registrant") will be the successor
to The Detroit Edison Company ("Detroit Edison") pursuant
to a statutory share exchange ("Exchange") by which all
outstanding shares of common stock of Detroit Edison
will be exchanged for shares of common stock of
Registrant as described in the Proxy Statement and
Prospectus dated March 9, 1995, previously filed as part of
this registration statement. The shares of common stock to
be offered by the prospectus included with this Amendment
No. 2 were registered with the initial registration on
Form S-4. Registrant will request this Amendment No. 2 to
become effective on or about the effective date of the
Exchange, currently expected to be January 1, 1996.
I-2
<PAGE> 3
[DTE Energy Logo]
DTE Energy Company
Dividend
Reinvestment and Stock Purchase Plan
January 2, 1996
<PAGE> 4
DTE ENERGY COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN [DTE LOGO]
This prospectus relates to 10,000,000 shares of common stock (without par
value) of DTE Energy Company ("DTE Energy") registered for sale under the DTE
ENERGY COMPANY DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN ("Plan").
You must be a shareholder of record to participate in the Plan; however, if
you are not currently a shareholder of record, you may join the Plan if, at the
time you enroll, you invest at least $100 in Plan shares.
If you were participating in The Detroit Edison Company Dividend
Reinvestment Plan prior to the January 1996 corporate reorganization and share
exchange, your enrollment in the Plan will continue until you specify that you
want to withdraw. As a transition, the 1995 fourth-quarter dividends payable
January 15, 1996, on the common stock of The Detroit Edison Company ("Detroit
Edison") will be reinvested under the Plan in DTE Energy common stock. Likewise,
any cash investments received, but not yet invested as of the effective date of
the Plan, will be reinvested in DTE Energy common stock.
Shares of DTE Energy common stock purchased under the Plan may be
previously issued shares purchased on the open market or original-issue shares
purchased directly from DTE Energy. Shares purchased on the open market will
provide no new funds for DTE Energy. Funds received from original-issue shares
will be used for general corporate purposes. For shares purchased on the open
market, the purchase price will be the weighted average price of the aggregated
shares purchased under the Plan during the purchase period, including the
brokerage charges. For original-issue shares purchased from DTE Energy, the
purchase price will be the average of the high and low sales price as reported
in the Wall Street Journal's New York Stock Exchange Composite Transactions on
the pricing date as defined in the Plan.
------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
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 January 2, 1996.
<PAGE> 5
THE COMPANY
DTE Energy, a Michigan corporation, is a holding company with electric
utility and other energy-related businesses. Detroit Edison is DTE Energy's
principal affiliate, the result of a corporate reorganization approved by
Detroit Edison shareholders on April 24, 1995, and completed on January 1, 1996.
Detroit Edison continues to be a regulated public utility operating in a
7,600-square-mile service area located in Southeastern Michigan. Detroit
Edison's service area includes approximately 13 percent of Michigan's total land
area, and includes about one-half of the state's population, industrial electric
energy consumption, and industrial capacity.
DTE Energy is a legal entity separate and distinct from Detroit Edison and
DTE Energy's various other utility and nonutility affiliates. As a holding
company with no significant operations of its own, DTE Energy's principal source
of funds will be dividends or other distributions from its subsidiaries,
borrowings, and sales of equity. The ability of Detroit Edison and the other
affiliates to pay dividends or distribute funds to DTE Energy may be subject to
contractual restrictions, and depends on the earnings, financial condition, and
capital requirements of the affiliates. DTE Energy's common stock is listed on
the New York and Chicago stock exchanges. Its principal executive offices are
located at 2000 2nd Avenue, Detroit, Michigan 48226-1279, and the telephone
number is (313) 235-4000.
AVAILABLE INFORMATION
Both DTE Energy and Detroit Edison are subject to the informational
requirements of the Securities Exchange Act of 1934 as amended ("1934 Act") and,
in accordance with the 1934 Act, must file periodic reports and other
information with the Securities and Exchange Commission ("SEC"). Such reports,
proxy statements, and other information can be inspected at the SEC's public
reference facilities located in Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. The information is also available for inspection
and copying at the SEC's regional offices located at 7 World Trade Center, Suite
1300, New York, New York 10048; and at Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Also, copies of the material can be
obtained at prescribed rates from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, the material can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York.
2
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the SEC by either DTE Energy or Detroit
Edison pursuant to the 1934 Act, are incorporated into this prospectus by
reference:
1. Detroit Edison's Annual Report on Form 10-K for the year ended
December 31, 1994.
2. Detroit Edison's Current Reports on Form 8-K dated January 27,
1995, and March 1, 1995.
3. Detroit Edison's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995, and September 30, 1995.
4. The description of common stock contained in DTE Energy's
registration statement on Form 8-B, dated January 2, 1996.
All reports and other documents filed by DTE Energy pursuant to Sections
13, 14, and 15(d) of the 1934 Act after the date of this prospectus and prior to
the termination of the offering of the common stock offered in this prospectus
shall be deemed to be incorporated by reference in this prospectus and to be
made a part hereof from their respective dates of filing.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this prospectus to
the extent that a statement contained in this prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein 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.
Any person receiving a copy of this prospectus may also obtain, without
charge, a copy of any of the documents that have been or may be incorporated by
reference in this prospectus, except for the exhibits to such documents.
Requests should be directed to Susan M. Beale, Vice President and Corporate
Secretary; DTE Energy, 2000 2nd Avenue, Detroit, Michigan 48226-1279; (313)
235-4000.
3
<PAGE> 7
DESCRIPTION OF THE PLAN
The following question-and-answer statements define the terms and
conditions of the Plan.
WE SUGGEST YOU RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
In this description of the Plan, the shares purchased on your behalf under
the Plan and held for you by DTE Energy are called "Plan shares." Shares that
are registered in your name and for which you hold the certificate are called
"certificated shares."
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide you with a convenient and economical
way to purchase shares of DTE Energy common stock and to reinvest all or a
portion of your cash dividends in additional shares of DTE Energy common stock.
2. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All shareholders of record owning DTE Energy common stock or preferred or
preference stock issued by either DTE Energy or Detroit Edison are eligible to
join the Plan. If you are of legal age, but not a shareholder of record, you can
join the Plan by making an initial cash investment of at least $100. Another
condition of eligibility is that you reside within the United States, its
territories, or the Province of Ontario, Canada.
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
When you choose to participate in the Plan:
- You may have all or a portion of the cash dividends on your DTE Energy
common or preferred stock, as well as the dividends on your Detroit
Edison preferred or preference stock, reinvested into additional
shares of DTE Energy common stock.
- You may purchase additional DTE Energy common stock throughout the
year, up to $100,000 in any calendar year. The minimum cash
investment is $25.
4
<PAGE> 8
- Your funds will be fully invested because the Plan permits fractions
of shares, as well as whole shares, to be credited to your account.
In addition, under the Plan you will receive credit for dividends on
fractions of shares, as well as on whole shares.
- You will be able to direct DTE Energy to sell or transfer all or a
portion of the shares you hold under the Plan.
- You will avoid the need for safekeeping certificates if you choose to
change your DTE Energy common stock certificates into Plan shares.
- Your personal recordkeeping will be simplified because you will
receive a transaction statement each time stock is purchased on your
behalf.
- Brokerage fees for shares purchased on the open market will generally
be lower than if you purchased shares on your own. If original-issue
shares are purchased, there will be no brokerage charge.
4. WHO ADMINISTERS THE PLAN?
DTE Energy will administer the Plan, which will include keeping the Plan
records and serving as custodian for shares held in the Plan. DTE Energy will
designate a plan administrator, and shares of common stock purchased under the
Plan will be held by the plan administrator as agent for participants in the
Plan. DTE Energy will also designate a registered securities broker to purchase
and sell shares of DTE Energy common stock for Plan participants. DTE Energy can
change the plan administrator or broker at any time.
If you need information or assistance regarding the Plan, call
1-800-551-5009 (toll-free). Correspondence and completed forms should be mailed
to:
DTE ENERGY COMPANY
Dividend Reinvestment and Stock Purchase Plan
P.O. Box 33380
Detroit, Michigan 48232-5380
5
<PAGE> 9
5. HOW DO I ENROLL IN THE PLAN?
If you are not a shareholder of record, you must make an initial cash
investment. You will need to fill out, sign, and return your enrollment form to
DTE Energy. You will need to (a) indicate your investment option by marking a
box on the enrollment form and (b) also send a check or money order to cover
your initial purchase of DTE Energy common stock. Your initial cash investment
must be at least $100, but no more than $100,000. Your check or money order must
be in U.S. dollars and payable to DTE Energy. (Please do not send cash.) All
checks and money orders will be acknowledged by a receipt.
If you are a shareholder of record, you do not need to fill out an
enrollment form to join the Plan. You will need to complete, sign, and return an
authorization card on which you will indicate your investment option. Before you
send in your authorization card, please look at how your certificated shares are
registered because they may be under different forms of registration. If so,
more than one authorization card and more than one signature may be necessary.
For example, if you have three separate stock certificates, and they are
registered to "Mary Brown," "Mary Lois Brown," and "Mary Brown & John Brown Jt
Ten," three authorization cards will be needed to include all the shares in the
Plan, and three Plan accounts will be opened. As a shareholder of record, you
can also make a cash investment when you join the Plan, but because you already
own stock you are not required to do so.
6. WHAT INVESTMENT OPTIONS ARE PROVIDED UNDER THE PLAN?
You may participate in the Plan under any one of three investment options:
Option 1: Full dividend reinvestment plus cash investments;
Option 2: Partial dividend reinvestment plus cash investments; and
Option 3: Cash investments only.
7. WHAT IS MEANT BY FULL DIVIDEND REINVESTMENT?
If you elect to fully reinvest your dividends, when a dividend is paid the
cash dividends on all your shares (both certificated and Plan shares) will be
used to purchase additional shares of DTE Energy common stock. These additional
shares, including fractional shares, will be credited to your Plan account and
you will not receive a dividend check for any of the shares you own under the
Plan.
6
<PAGE> 10
If you select Option 1, your dividends will be fully reinvested and you
will be able to send in cash investments at your convenience any time during the
year.
8. WHAT IS MEANT BY PARTIAL DIVIDEND REINVESTMENT?
If you elect to partially reinvest your dividends, when a dividend is paid
you will receive a dividend check for the cash dividends on some of your shares,
and the rest of your cash dividends will be reinvested in DTE Energy common
stock. When you select this option, you must specify the number of whole shares
for which you want to receive cash. The rest of your cash dividends, including
dividends on fractional shares, will be used to purchase additional shares of
DTE Energy common stock and the additional shares will be credited to your Plan
account.
If you select Option 2, your dividends will be reinvested according to your
instructions and you will be able to send in cash investments at your
convenience any time during the year.
9. IF I CHOOSE TO MAKE THE CASH INVESTMENTS ONLY, WHAT HAPPENS TO MY
DIVIDENDS?
If you elect to make cash investments only, you are stating that you want
to be able to purchase Plan shares of DTE Energy common stock, but you do not
want to participate in either dividend reinvestment option.
If you select Option 3, you will be able to send in cash investments at
your convenience any time during the year. When a dividend is paid you will
receive a dividend check for the full amount of the dividends payable to you on
both your certificated and your Plan shares, including the fractional shares.
10. WHAT IS A CASH INVESTMENT AND HOW IS IT MADE?
A cash investment is a request to purchase additional Plan shares of DTE
Energy common stock. Unlike dividend reinvestment, which normally occurs at
quarterly intervals, you can make a cash investment throughout the year. Each
cash investment must be at least $25, and your total cash investments for any
calendar year cannot be more than $100,000. You will not automatically receive
stock certificates for shares purchased under the Plan, but you will receive a
transaction statement that shows the number of whole or fractional shares
credited to your account as a result of the purchase. Attached to your
transaction statement
7
<PAGE> 11
will be a correspondence form, which can be used to authorize and direct your
next cash investment. You are under no obligation to return the form or to make
any cash investments under the Plan. DTE Energy will return any single cash
investment of less than $25 or any amount that brings your total cash investment
for the year above the $100,000 limit. Every cash investment will be
acknowledged by a receipt.
If you change your mind and want to cancel your most recent cash
investment, you should notify DTE Energy in writing. Because Plan shares will be
purchased monthly, your written cancellation notice must be received by DTE
Energy before the 10th of the month; that is, before the shares relating to your
cash investment are purchased.
11. CAN I CHANGE MY INVESTMENT OPTION?
You can change your investment option on or before the dividend record
date. For instance, to switch from cash investments only and begin to partially
reinvest your dividends, or to increase or decrease the number of shares on
which your dividends are to be reinvested, you will need to request and submit a
new authorization card.
12. WHEN WILL SHARES BE PURCHASED UNDER THE PLAN?
Shares related to dividend reinvestment will be purchased quarterly (when
the dividends are paid) during a window of time that starts three business days
prior to the dividend payment date, and ends no later than 10 business days
after the dividend payment date. Dividends are normally paid on the 15th of
January, April, July, and October. The exact timing of purchases made within the
purchase period will depend on the amount of funds available for investment that
month and may be affected by securities law requirements.
Shares related to cash investments will be purchased monthly (after the
10th of the month), except during January, April, July, and October when they
will be purchased along with the shares related to dividend reinvestment. If
your cash investment is received on or before the 10th day of the month, your
shares will be purchased that month. If your cash investment is received after
the 10th of the month, your shares will be purchased the next month.
8
<PAGE> 12
If for any reason shares cannot be purchased, you will be sent your
dividends in cash and all cash investment funds will be returned.
13. WILL INTEREST BE PAID TO ME ON FUNDS HELD FOR INVESTMENT?
Interest will not be paid on funds held for dividend reinvestment or cash
investment, regardless of whether the funds are invested or returned prior to
investment.
14. HOW MANY SHARES WILL BE PURCHASED FOR ME?
No one can predict the number of shares that will be purchased for you
during a particular purchase period, and you cannot direct DTE Energy to
purchase a specific number of shares. The number of shares purchased for you and
credited to your account depends on the amount of funds you have available for
investment and the price of the shares. The amount of funds you have available
for investment depends on what you have authorized in regard to dividend
reinvestment, plus any cash investments you have sent in. In every case, your
available funds will be fully invested, since both whole and fractional shares
(computed to at least three decimal places) will be credited to your account.
15. HOW WILL THE PRICE PER SHARE BE CALCULATED?
When shares are purchased on the open market, the purchase price per share
will be the weighted average price of the aggregated shares purchased under the
Plan during the purchase period, including the brokerage commission (calculated
to three decimal places).
When shares are purchased from DTE Energy, the purchase price per share
will be the average of the high and low sales price as reported in the Wall
Street Journal's New York Stock Exchange Composite Transactions on the pricing
date, and no brokerage commission will be charged. The pricing date for
original-issue shares purchased in connection with dividend reinvestment (and
any shares related to cash investments purchased at the same time) will be the
dividend payment date. If the dividend payment date is not a business day, the
pricing date will be the next business day. The pricing date for shares
purchased during any month that is not a dividend payment month will be the 10th
day of the month or the next business day.
9
<PAGE> 13
16. HOW SOON AFTER I ENROLL WILL I START PARTICIPATING IN DIVIDEND
REINVESTMENT?
In order to participate in either full or partial dividend reinvestment,
your enrollment form or authorization card must be received by DTE Energy on or
before the dividend record date.
17. WHAT IS A TRANSACTION STATEMENT?
You will be mailed a transaction statement every time a purchase is made on
your behalf. For instance, if you regularly reinvest your dividends under the
Plan, you will be sent a transaction statement in February, May, August, and
November. If Plan shares are purchased for you during a month when dividend
reinvestment is not occurring, you will be sent a transaction statement related
to your cash investment for that month.
You should retain your transaction statements for income tax purposes,
since each transaction statement will have the following information:
- The date of the transaction;
- The number of shares purchased and credited to your account, including
the price per share;
- The total number of whole and fractional shares in your Plan account;
and
- A year-to-date summary of your account transactions, including any
withdrawals.
18. WHAT OTHER KINDS OF REPORTS WILL BE SENT TO PARTICIPANTS?
You will receive any letters or notices mailed to DTE Energy's common stock
shareholders. If you also have shares of preferred or preference stock in the
Plan, you will receive any related letters and notices from DTE Energy or
Detroit Edison.
19. HOW MUCH WILL IT COST ME TO PARTICIPATE IN THE PLAN?
DTE Energy will pay most of the administrative costs of the Plan.
Participants will be charged $1 for each transaction statement mailed to them.
This statement fee will be automatically deducted from the funds available for
investment.
10
<PAGE> 14
20. HOW WILL BROKER FEES BE HANDLED?
Whenever shares are purchased for you on the open market, including shares
related to dividend reinvestment, you will be charged a proportionate share of
the broker's commission and fees. Your share of the brokerage charges, however,
should be lower than if you bought the same number of shares on your own. This
cost will be included in the price per share. There are no brokerage costs when
original-issue shares are purchased.
If you request DTE Energy to sell shares, you will be charged a
proportionate share of the brokerage charges, plus any applicable withholding or
transfer taxes. Share sales will be aggregated, so the brokerage costs should be
lower than if you sold the shares on your own. However, because significantly
fewer shares will be sold under the Plan than purchased, the brokerage costs for
a sale transaction are not expected to be as low as for a purchase transaction.
21. WILL I RECEIVE A STOCK CERTIFICATE FOR MY PLAN SHARES? COULD I REQUEST
ONE?
Normally, you will not receive a stock certificate for shares purchased for
you under the Plan. You may, however, want or need a stock certificate; for
instance, you will need a stock certificate if you are going to pledge, assign,
or otherwise transfer stock to someone else. A stock certificate can be issued
for any number of whole Plan shares credited to your account, but not for
fractional shares. To request a stock certificate, use the correspondence form
attached to your transaction statement. Specify the exact number of whole Plan
shares that you want certificated. The stock certificate will be registered in
exactly the same form as your Plan account unless you make other arrangements
with the administrator of the Plan.
22. DOES THE PLAN PROVIDE FOR SAFEKEEPING CERTIFICATES?
You can deposit the common stock certificates you are now holding for
safekeeping under the Plan. The shares represented by your certificates will be
credited to your account as Plan shares and you will avoid any concern about the
loss, theft, or destruction of the certificates. Unless instructed otherwise,
DTE Energy will fully reinvest the dividends on these shares. In the future,
should you want or need a stock certificate, you can request one. However, the
certificate issued to you then will be a new certificate and will have the
current date. Therefore, before you send in any certificate for safekeeping, you
should record the date and price of the original stock transaction. Do not sign
the certificate; and take the precaution of using registered or certified mail.
Preferred or preference stock certificates
11
<PAGE> 15
issued by either DTE Energy or Detroit Edison will not be accepted for
safekeeping. As a result of the 1996 share exchange, all certificates for
Detroit Edison common stock will be treated as certificates for DTE Energy
common stock.
23. CAN I SELL SHARES I OWN UNDER THE PLAN?
You can sell any Plan shares credited to your account by noting the exact
number of shares you want sold on the correspondence form sent with your
transaction statement.
Always check your last transaction statement before you authorize a sale,
because you can only sell Plan shares that are credited to your account. You
cannot sell shares that relate to cash investments or to certificates you have
sent for safekeeping if these shares have not yet been added to your account.
Also, if you want to continue to participate in the Plan, you must be careful to
keep at least one whole share in your Plan account.
24. WHAT IF I SELL ALL MY SHARES UNDER THE PLAN?
As long as your Plan account holds at least one whole share, your account
will remain active. You may sell all your certificated shares, but you must keep
at least one Plan share. Any Plan account with less than one whole share is
automatically closed, and the participant is automatically sent an account
history statement and a check for any fractional share (less any related
brokerage charges, fees, and applicable withholding or transfer taxes).
25.WHEN WILL SHARES BE SOLD UNDER THE PLAN? HOW WILL I KNOW WHEN MY SHARES
HAVE BEEN SOLD?
Participants' requests to sell shares will be aggregated, and the shares
will generally be sold on the open market once each week. As soon as practicable
after your shares are sold, you will receive a check for the proceeds of the
sale (less any related brokerage charges, fees, and applicable withholding or
transfer taxes).
26. WHEN AND HOW CAN I WITHDRAW FROM THE PLAN?
You can withdraw from the Plan by using the correspondence form attached to
your transaction statement. When closing your Plan account, you have the
following choices:
- You can ask for a certificate for all your Plan shares. You will
receive a stock certificate for the whole Plan shares credited to your
account, and a check for
12
<PAGE> 16
any fractional share sold on the open market (less any related
brokerage charges, fees, and applicable withholding or transfer
taxes).
- You can request that all your Plan shares be sold. You will receive a
check for the whole and fractional shares sold on the open market
(less any related brokerage charges, fees, and applicable withholding
or transfer taxes).
- You can ask for a certificate for a specific number of your Plan
shares and request that the rest be sold. You will receive a
certificate for the number of whole shares you want to retain in
certificated form outside of the Plan, and a check for the whole and
fractional shares that are sold on the open market (less any related
brokerage charges, fees, and applicable withholding or transfer
taxes.)
Generally, requests to withdraw from the Plan will be processed once a
week; however, if your withdrawal request arrives after a dividend record date
or during the purchase period for dividend reinvestment, your request will be
processed when the purchase period is over so that your account can be properly
credited for the quarter. After your account is properly credited and closed,
you will receive an account history statement.
27. IF I WITHDRAW FROM THE PLAN, CAN I DECIDE TO REJOIN?
If you withdraw from the Plan and later want to enroll again, you will have
to submit a new authorization card. If you are no longer a shareholder of
record, you will need to fill out a new enrollment form and invest at least $100
in Plan shares. Numerous openings and closings of an account are costly and
difficult to administer, so a particular request to rejoin the Plan after a
series of withdrawals could be denied.
28. CAN THE COMPANY CHANGE OR DISCONTINUE THE PLAN?
The Plan can be amended, modified, suspended, or terminated by DTE Energy
at any time. In this case, you will be notified of the pending action by mail.
If the Plan is discontinued, any cash dividends or cash investments not yet
invested for you will be returned to you. You will receive a certificate for the
whole Plan shares, a check for any fractional Plan share credited to your
account (less any related brokerage charges, fees, and applicable withholding or
transfer taxes), and an account history statement.
13
<PAGE> 17
29.WHAT HAPPENS IF THE COMPANY DECLARES A STOCK SPLIT OR ISSUES A DIVIDEND
PAYABLE IN SHARES?
If DTE Energy declares a stock split or issues a dividend payable in
shares, the additional shares related to your Plan shares will be credited to
your account. Certificates for the additional shares related to any certificated
shares you hold under the Plan will be mailed directly to you.
30. WHAT IF THE COMPANY HAS A RIGHTS OFFERING?
DTE Energy's common stock shareholders do not have preemptive rights.
However, if there is a rights offering affecting the shares in your Plan
account, you will be notified. If you want to exercise the rights offering, you
must let DTE Energy know prior to the record date for such rights. Because
rights certificates are issued only for whole shares, the rights on fractional
shares will be sold during the next investment purchase period, and the net
proceeds will be used to purchase Plan shares. Similarly, if you choose not to
exercise the rights offering, the rights on all the shares in your Plan account
will be sold, and the net proceeds will be used to purchase Plan shares on your
behalf.
31. HOW ARE PLAN SHARES VOTED AT SHAREHOLDER MEETINGS?
You will receive a proxy card that enables you to vote both the
certificated and Plan shares credited to your Plan account. If you do not return
a signed proxy card or vote these shares in person at the meeting, none of the
shares will be voted.
32. WHAT ARE THE RESPONSIBILITIES OF THE COMPANY UNDER THE PLAN?
DTE Energy is responsible for administering the Plan in accordance with
this prospectus, but is not liable for any action it performs or fails to
perform in good faith.
33.WHO BEARS THE RISK OF MARKET-PRICE FLUCTUATIONS AFFECTING THE VALUE OF
THE PLAN SHARES?
Each individual participant in the Plan bears the risk of market-price
changes affecting the value of the stock. DTE Energy cannot assure you of a
profit or protect you against a loss on any shares you hold, purchase, or sell
under the Plan.
14
<PAGE> 18
34. WILL THERE ALWAYS BE QUARTERLY DIVIDEND PAYMENTS TO REINVEST?
No one can promise or predict what the Board of Directors will do in regard
to future dividends on common stock. The amount and payment of dividends depends
on the earnings, financial condition, cash flow, and other factors affecting DTE
Energy and its affiliates.
35. WHAT TAX CONSEQUENCES SHOULD I BE AWARE OF?
DTE Energy is not in a position to advise you on the tax consequences of
your participation in the Plan. As a general rule, participants in the Plan have
the same federal income tax obligations as shareholders who do not participate
in the Plan. You should consult with your own tax advisor for advice applicable
to your particular situation.
The following general statements can be made:
- All dividends (whether or not they are reinvested) are considered
taxable income for federal income tax purposes. You do not have to
receive a dividend check for dividends to be considered taxable
income.
- You may realize a capital gain or loss when you sell shares under the
Plan, even fractional shares.
- You do not realize any taxable income when, and for whatever reason,
you receive a certificate for your Plan shares. You may realize a gain
or loss if you subsequently sell the shares.
- Taxes are not withheld from your dividends or the proceeds of a sale
if you furnish a valid taxpayer identification number and certify in
writing that you are not subject to any withholding taxes. Otherwise,
the required taxes are always withheld (including any applicable taxes
for participants who reside in Ontario, Canada).
- When it is necessary to withhold taxes on dividends that are to be
reinvested, only the amount left after withholding the tax is used to
purchase additional Plan shares.
- You will receive a year-end statement to be used in preparing your tax
returns (IRS Form 1099-Div). This form will show the amount of cash
dividends paid
15
<PAGE> 19
to you during the year, the amount of dividends reinvested for you
during the year, and the amount of any taxes withheld.
- In calculating your gain or loss relative to Plan shares, refer to
your transaction statement or your account history statement.
- Transaction statement fees may sometimes be taken as a deduction in
computing your federal taxable income. However, you may be subject to
a limitation that could prevent the use of this deduction.
EXPERTS
The consolidated financial statements incorporated by reference to Detroit
Edison's Annual Report on Form 10-K for the year ended December 31, 1994, have
been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
INDEPENDENT ACCOUNTANTS
Detroit Edison has engaged Deloitte & Touche LLP as independent accountants
for the year ending December 31, 1995. With respect to the unaudited interim
financial information of Detroit Edison and its subsidiary companies for the 3-
and 12-month periods ended March 31, 1995, the 3-, 6-, and 12-month periods
ended June 30, 1995, and the 3-, 9-, and 12-month periods ended September 30,
1995, which is incorporated herein by reference, Deloitte & Touche LLP has
applied limited procedures in accordance with professional standards for a
review of such information. However, as stated in the firm's reports included in
Detroit Edison's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995, and September 30, 1995, and incorporated by reference
herein, Deloitte & Touche LLP did not audit and does not express an opinion on
that interim financial information. Accordingly, the degree of reliance on the
firm's report on such information should be restricted in light of the limited
nature of the review procedures applied. Deloitte & Touche LLP is not subject to
the liability provisions of Section 11 of the Securities Act of 1933 for its
reports on the unaudited interim financial information because those reports are
not "reports" or a "part" of the registration statement prepared or certified by
an accountant within the meaning of Sections 7 and 11 of the Act.
16
<PAGE> 20
LEGAL OPINIONS
Legal matters in connection with the validity of the common stock offered
under the Plan have been passed upon for DTE Energy by C. C. Nern, Vice
President and General Counsel.
------------------
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES, OR AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY WITH
RESPECT TO THOSE SECURITIES TO WHICH IT RELATES TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED OR
INCORPORATED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
17
<PAGE> 21
Part II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration fees $ 95,906 *
Printing and copying 36,000**
Blue-sky fees and expenses 1,500**
Accountants' fees 10,000**
Miscellaneous expenses 594**
----------
TOTAL $144,000
==========
* Previously Paid
** Estimated
Item 15. Indemnification of Directors and Officers
(a) Indemnification. Pursuant to Article VI of DTE
Energy's Articles of Incorporation, the directors of DTE
Energy will not be personally liable to either DTE Energy
or its shareholders in the performance of their duties to
the full extent permitted by law.
Article VII of DTE Energy's Articles of Incorporation
provides that each person who is or was or had agreed to
become a director or officer of DTE Energy, or such person
who is or was serving or who has agreed to serve at the
request of the Board of Directors as an employee or agent
of DTE Energy or as a director, officer, employee, or
agent of another corporation, partnership, joint venture,
trust, or other enterprise (including the heirs,
executors, administrators, or estate of such person),
shall be indemnified by DTE Energy to the full extent
permitted by the Michigan Business Corporation Act or any
other applicable laws as currently or hereafter in effect.
In addition, pursuant to the authority granted by Article
VII of the Articles of Incorporation, DTE Energy intends
to enter into indemnification agreements with its officers
and directors which provide for indemnification to the
maximum extent permitted by law. These agreements will
set forth certain procedures for the advancement by DTE
Energy of certain expenses to the indemnitees.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted
to directors, officers, or persons controlling DTE Energy
pursuant to the foregoing provisions, DTE Energy has been
informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable.
(b) Insurance. With respect to indemnification
liability, DTE Energy and its directors and officers in
their capacities as such are insured against liability for
alleged wrongful acts to the extent defined under three
insurance policies providing aggregate coverage in the
amount of $85 million.
II-1
<PAGE> 22
Item 16. Exhibits
(a) Exhibits filed herewith:
EXHIBIT NO.
4-1 Form of Amended and Restated Articles of Incorporation
5-3 Opinion and Consent of Christopher C. Nern, Esq., Vice President
and General Counsel of DTE Energy Company
15-2 Awareness Letter of Deloitte & Touche LLP
23-4 Consent of Price Waterhouse LLP
(b) Exhibits incorporated herein by reference:
EXHIBIT NO.
4-2 Bylaws of DTE Energy (Exhibit 3(d) to Registration No. 33-57545)
4-3 Collateral Trust Indenture (Notes), dated as of June 30, 1993
between The Detroit Edison Company and Bankers Trust Company
(Exhibit 4-152 to Registration Statement No. 33-50325)
4-4 First Supplemental Note Indenture, dated as of June 30, 1993
(Exhibit 4-153 to Registration No. 33-50325)
4-5 Second Supplemental Note Indenture, dated as of September 15, 1993
(Exhibit 4-159 to The Detroit Edison Company's Form 10-Q for
quarter ended September 30, 1993)
4-6 Third Supplemental Note Indenture, dated as of August 15, 1994
(Exhibit 4-169 to The Detroit Edison Company's Form 10-Q for
quarter ended September 30, 1994)
4-7 Fourth Supplemental Note Indenture, dated as of August 15, 1995
(Exhibit 4-175 to The Detroit Edison Company's Form 10-Q for
the quarter ended September 30, 1995)
4-8 Mortgage and Deed of Trust, dated as of October 1, 1924, between
The Detroit Edison Company (File No. 1-2198) and Bankers Trust
Company as Trustee (Exhibit B-1 to Registration No. 2-1630) and
indentures supplemental thereto, dated as of dates indicated
below, and filed as exhibits to The Detroit Edison Company's
filings as set forth below:
<TABLE>
<S> <C>
September 1, 1947 Exhibit B-20 to Registration No. 2-7136
October 1, 1968 Exhibit 2-B-33 to Registration No. 2-30096
November 15, 1971 Exhibit 2-B-38 to Registration No. 2-42160
January 15, 1973 Exhibit 2-B-39 to Registration No. 2-46595
June 1, 1978 Exhibit 2-B-51 to Registration No. 61643
June 30, 1982 Exhibit 4-30 to Registration No. 2-78941
August 15, 1982 Exhibit 4-32 to Registration No. 2-79674
October 15, 1985 Exhibit 4-170 to Form 10-K for December 31, 1994
November 30, 1987 Exhibit 4-139 to Form 10-K for December 31, 1992
July 15, 1989 Exhibit 4-171 to Form 10-K for December 31, 1994
</TABLE>
II-2
<PAGE> 23
<TABLE>
<S> <C>
December 1, 1989 Exhibit 4-172 to Form 10-K for December 31, 1994
February 15, 1990 Exhibit 4-173 to Form 10-K for December 31, 1994
November 1, 1990 Exhibit 4-110 to Form 10-K for December 31, 1990
April 1, 1991 Exhibit 4-111 to Form 10-Q for March 31, 1991
May 1, 1991 Exhibit 4-112 to Form 10-Q for June 30, 1991
May 15, 1991 Exhibit 4-113 to Form 10-Q for June 30, 1991
September 1, 1991 Exhibit 4-116 to Form 10-Q for September 30, 1991
November 1, 1991 Exhibit 4-119 to Form 10-K for December 31, 1991
January 15, 1992 Exhibit 4-120 to Form 10-K for December 31, 1991
February 29, 1992 Exhibit 4-121 to Form 10-Q for March 31, 1992
April 15, 1992 Exhibit 4-122 to Form 10-Q for June 30, 1992
July 15, 1992 Exhibit 4-123 to Form 10-Q for September 30, 1992
July 31, 1992 Exhibit 4-124 to Form 10-Q for September 30, 1992
November 30, 1992 Exhibit 4-130 to Registration No. 33-56496
January 1, 1993 Exhibit 4-131 to Registration No. 33-56496
March 1, 1993 Exhibit 4-141 to Form 10-Q for March 31, 1993
March 15, 1993 Exhibit 4-142 to Form 10-Q for March 31, 1993
April 1, 1993 Exhibit 4-143 to Form 10-Q for March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for March 31, 1993
May 31, 1993 Exhibit 4-148 to Registration No. 33-64296
June 30, 1993 Exhibit 4-149 to Form 10-Q for June 30, 1993 (1993 Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for June 30, 1993 (1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for September 30, 1993
March 1, 1994 Exhibit 4-163 to Registration No. 33-53207
June 15, 1994 Exhibit 4-166 to Form 10-Q for June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for September 30, 1995
</TABLE>
Item 17. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a posteffective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent posteffective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
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
end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(c) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1) (a) and (1) (b) do not
apply if the information required to be included in a posteffective
amendment by those paragraphs is contained in periodic reports
II-3
<PAGE> 24
filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such posteffective
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.
3. To remove from registration by means of a posteffective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant 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 registrant 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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
posteffective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Detroit,
State of Michigan, on November 15, 1995.
DTE Energy Company
(Registrant)
By /s/ JOHN E. LOBBIA
-------------------------
John E. Lobbia, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
posteffective amendment has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S><C>
OFFICERS AND DIRECTORS
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE OFFICER:
Chairman of the Board, Chief
/s/ John E. Lobbia Executive Officer, and Director November 15, 1995
- --------------------------------
(John E. Lobbia)
PRINCIPAL OPERATING OFFICER:
President, Chief Operating Officer,
/s/ Anthony F. Earley, Jr. and Director November 15, 1995
- --------------------------------
(Anthony F. Earley, Jr.)
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
Executive Vice President, Chief
Financial Officer, and Director November 15, 1995
/s/ Larry G. Garberding
- --------------------------------
(Larry G. Garberding)
</TABLE>
II-5
<PAGE> 26
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ------------ --------
4-1 Form of Amended and Restated Articles of
Incorporation
5-3 Opinion and Consent of Christopher C. Nern, Esq., Vice
President and General Counsel of DTE Energy Company
15-2 Awareness Letter of Deloitte & Touche LLP
23-4 Consent of Price Waterhouse LLP
Exhibits incorporated by reference:
<TABLE>
<CAPTION>
See Page Nos.____
through ____ for location
of exhibits incorporated
EXHIBIT NO. by reference
- ----------- -------------------------
<S> <C> <C>
4-2 Bylaws of DTE Energy (Exhibit 3(d) to Registration No. 33-57545)
4-3 Collateral Trust Indenture (Notes), dated as of June 30, 1993
between The Detroit Edison Company and Bankers Trust Company
4-4 First Supplemental Note Indenture, dated as of June 30, 1993
4-5 Second Supplemental Note Indenture, dated as of September 15, 1993
4-6 Third Supplemental Note Indenture, dated as of August 15, 1994
4-7 Fourth Supplemental Note Indenture, dated as of August 15, 1995
4-8 Mortgage and Deed of Trust, dated as of October 1, 1924, between
The Detroit Edison Company and Bankers Trust Company as Trustee
and indentures supplemental thereto, dated as of dates indicated
below:
</TABLE>
<TABLE>
<S> <C>
September 1, 1947
October 1, 1968
November 15, 1971
January 15, 1973
June 1, 1978
June 30, 1982
August 15, 1982
October 15, 1985
November 30, 1987
July 15, 1989
</TABLE>
<PAGE> 27
<TABLE>
<S> <C>
December 1, 1989
February 15, 1990
November 1, 1990
April 1, 1991
May 1, 1991
May 15, 1991
September 1, 1991
November 1, 1991
January 15, 1992
February 29, 1992
April 15, 1992
July 15, 1992
July 31, 1992
November 30, 1992
January 1, 1993
March 1, 1993
March 15, 1993
April 1, 1993
April 26, 1993
May 31, 1993
June 30, 1993
June 30, 1993
September 15, 1993
March 1, 1994
June 15, 1994
August 15, 1994
December 1, 1994
August 1, 1995
</TABLE>
<PAGE> 1
EXHIBIT 4-1
FORM OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
DTE ENERGY COMPANY
ARTICLE I
The name of the corporation is DTE Energy Company.
ARTICLE II
The purposes for which the corporation (the "Company") is formed are to
engage in any activity within the purposes for which corporations may be formed
under the Michigan Business Corporation Act (the "Act").
ARTICLE III
The location and post office address of the principal office of the Company
at the time of filing these Articles is 2000 Second Avenue, Detroit, Wayne
County, Michigan 48226 and it is hereby designated as the location and post
office address of the registered office of the Company in Michigan under these
Articles.
ARTICLE IV
The name of the Company's resident agent in Michigan at the time of filing
these Articles is Susan M. Beale and she is hereby designated as the resident
agent of the Company in Michigan under these Articles.
ARTICLE V
A. The aggregate number of shares which the Company is authorized to issue
is Four Hundred Five Million (405,000,000) shares, divided into and consisting
of (a) Four Hundred Million (400,000,000) shares of Common Stock, without par
value, and (b) Five Million (5,000,000) shares of Preferred Stock, without par
value, issuable in one or more series as hereinafter provided.
B. The authorized Preferred Stock may be issued, in one or more series,
from time to time as the Board of Directors may determine. Each series of
Preferred Stock shall bear a distinctive designation, shall be issued in such
number of shares and shall have such relative voting, distribution, dividend,
liquidation and other rights, preferences and limitations and redemption and/or
conversion provisions (including provisions for the redemption or conversion of
shares at the option of the shareholder or the Company or upon the happening of
a specified event) as shall be prescribed, and the Board of Directors is
expressly authorized to fix such terms, by a resolution of the Board of
Directors. Such resolutions, when filed, shall constitute amendments to these
Articles of Incorporation to the extent provided by the Act.
C. Each holder of Common Stock of the Company shall be entitled to one vote
for each share of such stock standing in such shareholder's name on the books of
the Company and each holder of Preferred Stock of the Company shall be entitled
to such voting rights as shall be established by the Board of Directors pursuant
to paragraph B of this Article V; provided that no share of Preferred Stock may
be entitled to more than one vote per share.
D. In all elections of directors every holder of Common Stock, and every
holder of Preferred Stock entitled to vote for the election of directors whose
Preferred Stock has been granted the right to cumulate votes in the election of
directors shall have the right to vote the number of shares of stock owned by
such shareholder for as many persons as there are directors to be elected and
for whose election such shareholder has the right to vote, or to cumulate all
the votes such shareholder could cast for election of directors and cast them
all for one candidate or distribute them among candidates for whom such
shareholder is entitled to vote, as such shareholder shall think fit.
<PAGE> 2
E. No shareholder shall have any preemptive or preferential right to
subscribe for or purchase any part of any new or additional issue of stock of
any class whatsoever, or of securities convertible into or exchangeable for any
stock of any class whatsoever, or of securities carrying options, warrants or
other rights to purchase or otherwise acquire stock of any class whatsoever,
whether now or hereafter authorized and whether issued for cash or other
consideration or by way of dividend or otherwise, or to have any other
preemptive or preferential right as now or hereafter defined by the laws of the
State of Michigan.
ARTICLE VI
To the full extent permitted by the Act or any other applicable laws
presently or hereafter in effect, no director of the Company shall be personally
liable to the Company or its shareholders for or with respect to any acts or
omissions in the performance of his or her duties as a director of the Company.
Any repeal or modification of this Article VI shall not adversely affect any
right or protection of a director of the Company existing hereunder immediately
prior to such repeal or modification.
ARTICLE VII
Each person who is or was or had agreed to become a director or officer of
the Company, or each such person who is or was serving or who had agreed to
serve at the request of the Company as an employee or agent of the Company or as
a director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, whether for profit or not
(including any employee benefit plan), shall be indemnified by the Company to
the full extent permitted by the Act or any other applicable laws as presently
or hereafter in effect. The foregoing provision shall extend to the heirs,
executors, administrators or estate of any such person. Without limiting the
generality or the effect of the foregoing, the Company may enter into one or
more agreements with any person which provides for indemnification greater or
different than that provided in this Article. Any repeal or modification of this
Article VII shall not adversely affect any right or protection existing
hereunder immediately prior to such repeal or modification.
ARTICLE VIII
The term of the corporate existence of the Company is perpetual.
ARTICLE IX
The name and address of the sole incorporator is as follows:
Susan M. Beale
2000 Second Avenue
Detroit, Michigan 48226
ARTICLE X
These Amended and Restated Articles of Incorporation were adopted in
accordance with Section 611(2) of the Act.
IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation
were executed by the undersigned on behalf of the Company on the day of
, 1995.
DTE ENERGY COMPANY
--------------------------------------
By: John E. Lobbia
Its: Chairman of the Board
<PAGE> 1
DTE ENERGY COMPANY
EXHIBIT 5-3
November 15, 1995
DTE Energy Company
2000 Second Avenue
Detroit, Michigan 48226
Ladies and Gentlemen:
With respect to Amendment No. 2 (First Posteffective) on Form S-3 to the
Registration Statement on Securities and Exchange Commission Form S-4 (the
"Registration Statement") to be filed November 15, 1995 by DTE Energy Company,
a Michigan corporation (the "Company"), with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 10,000,000 shares of the Common Stock (without par value) of the
Company (the "Shares") to be offered pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan (the "Plan") I, as Vice President and
General Counsel of the Company, in conjunction with members of the Legal
Department of The Detroit Edison Company, have examined such documents and
questions of law as I have considered necessary or appropriate for the purposes
of this opinion, and, on the basis of such examination, I advise you as
follows:
1. Proper corporate proceedings have been taken by the Company so that
the Shares have been validly authorized; and when (i) the Registration
Statement has become effective under the Securities Act of 1933, as
amended, and (ii) the Shares offered under the Plan have been sold as
contemplated in the Registration Statement, such Shares, being
outstanding stock, will continue to be validly issued, fully paid and
nonassessable;
<PAGE> 2
DTE Energy Company
November 15, 1995
Page Two
2. Under the laws as presently in effect in the State of Michigan, the
jurisdiction of incorporation of the Company and the jurisdiction in
which the Company conducts its operations and has its principal
office, the holders of the Shares will not be subject to any personal
liability as shareholders.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me as Vice President and General Counsel of
the Company under the caption "Legal Opinions" in the Prospectus forming a part
of the Registration Statement.
Very truly yours,
/s/ C. C. Nern
C. C. Nern
CCN:gg
<PAGE> 1
EXHIBIT 15-2
November 15, 1995
The Detroit Edison Company
Detroit, Michigan
We have conducted reviews, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of The Detroit Edison Company and subsidiary companies
for the three-month and twelve-month periods ended March 31, 1995, for the
three-month, six-month, and twelve-month periods ended June 30, 1995, and for
the three-month, nine-month, and twelve-month periods ended September 30, 1995,
as indicated in our reports dated May 8, 1995, August 7, 1995, and
November 6, 1995, respectively. Because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which are included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30,
1995, and September 30, 1995, are incorporated by reference in this Amendment
No. 2 (First Posteffective) on Form S-3 to Form S-4 Registration Statement
(Registration Statememt No. 33-57545).
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
<PAGE> 1
Exhibit 23-4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of The Detroit
Edison Company (No. 33-57545) of our report dated January 23, 1995 appearing on
page 31 of The Detroit Edison Company's Annual Report on Form 10-K for the year
ended December 31, 1994. We also consent to the reference to us under the
heading "Experts".
/s/ Price Waterhouse LLP
Price Waterhouse LLP
Detroit, Michigan
November 15, 1995
