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Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
DTE ENERGY COMPANY
(Exact name of issuer as specified in its charter)
Michigan 38-3217752
(State of Incorporation) (IRS Employer Identification No.)
2000 2nd Avenue, Detroit, Michigan 48226-1279
(Address of principal executive offices) (Zip Code)
_________________
DTE ENERGY LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Susan M. Beale, Vice President and Corporate Secretary
DTE Energy Company
2000 2nd Avenue, Detroit, Michigan 48226-1279
(Name and address of agent for service)
Telephone number, including area code, of agent for service
313-235-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
TITLE OF MAXIMUM
SECURITIES AMOUNT AGGREGATE AMOUNT OF
TO BE TO BE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PRICE (2) FEE (3)
---------- -------------- --------- -------
<S> <C> <C> <C>
Common Stock (without par value) 7,200,000 shares $ 261,900,000 $ 77,287.05
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement is also deemed to cover any additional securities to be
offered or issued in connection with the terms of the Long-Term Incentive Plan
which provides for changes in the amount of securities to be offered or issued
resulting from stock splits, stock dividends, or similar transactions.
(2) The actual offering price per share will differ based upon the dates
of grants. The average of the high and low sales price ($36 3/8) on February 26,
1998 was used in calculating the fee pursuant to Rules 457 (c) and (h)(1) of the
Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 - Incorporation of Documents by Reference.
Registrant ("DTE Energy") and the Plan hereby incorporate by reference in
this Registration Statement:
(a) DTE Energy's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) 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 Company pursuant to
Sections 13(a), 13(c), 14, 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered pursuant to this Registration Statement have been sold or which
deregisters all securities remaining unsold under this Registration Statement
shall be deemed to be incorporated by reference in this Registration Statement
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 to the extent that a statement contained
in this Registration Statement 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
Registration Statement.
ITEM 5 - INTEREST OF NAMED EXPERTS AND COUNSEL
Christopher C. Nern, Vice President and General Counsel of Registrant, is
Vice President and General Counsel and an employee of The Detroit Edison
Company. Mr. Nern is a participant in the Long-Term Incentive Plan.
ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Indemnification. Pursuant to Article VI of DTE Energy's Amended
and Restated 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 Amended and Restated 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
Amended and Restated Articles of Incorporation, DTE Energy has entered into
indemnification agreements with its officers and directors which provide for
indemnification to the maximum extent permitted by law. These agreements 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.
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ITEM 8 - Exhibits
Exhibits filed herewith:
EXHIBIT NO.
23-12 Consent of Deloitte & Touche LLP
(b) Exhibits incorporated herein by reference:
3(a) - Amended and Restated Articles of Incorporation of
DTE Energy Company, dated December 13, 1995.
(Exhibit 3-5 to Form 10-Q for quarter ended
September 30, 1997)
3(b) - Certificate of Designation of Series A Junior
Participating Preferred Stock of DTE Energy Company.
Exhibit 3-6 to Form 10-Q for quarter ended September
30, 1997.)
3(c) - Restated Articles of Incorporation of
Detroit Edison, as filed December 10, 1991 with the
State of Michigan, Department of Commerce -
Corporation and Securities Bureau (Exhibit 4-117 to
Form 10-Q for quarter ended March 31, 1993).
3(d) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the Cumulative
Preferred Stock, 7.75% Series as filed February 22,
1993 with the State of Michigan, Department of
Commerce - Corporation and Securities Bureau (Exhibit
4-134 to Form 10-Q for quarter ended March 31, 1993).
3(e) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the Cumulative
Preferred Stock, 7.74% Series, as filed April 21,
1993 with the State of Michigan, Department of
Commerce - Corporation and Securities Bureau (Exhibit
4-140 to Form 10-Q for quarter ended March 31,
1993).
3(f) - Rights Agreement, dated as of September 23, 1997, by
and between DTE Energy Company and The Detroit Edison
Company, as Rights Agent (Exhibit 4-1 to DTE Energy
Company Current Report on Form 8-K, dated September
23, 1997).
3(g) - Agreement and Plan of Exchange (Exhibit 1(2) to DTE
Energy Form 8-B filed January 2, 1996, File No.
1-11607).
3(h) - Bylaws of DTE Energy Company, as amended through
September 22, 1997. (Exhibit 3-7 to Form 10-Q for
Quarter ended September 30, 1997.
3(i) - Bylaws of The Detroit Edison Company, as amended
through September 22, 1997. (Exhibit 3-8 to Form
10-Q for quarter ended September 30, 1997.)
4(a) - Mortgage and Deed of Trust, dated as of October 1,
1924, between Detroit Edison (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 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. 2-61643
June 30, 1982 Exhibit 4-30 to Registration No. 2-78941
August 15, 1982 Exhibit 4-32 to Registration No. 2-79674
</TABLE>
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<TABLE>
<S> <C>
October 15, 1985 Exhibit 4-170 to Form 10-K for
year ended December 31, 1994
November 30, 1987 Exhibit 4-139 to Form 10-K for
year ended December 31, 1992
July 15, 1989 Exhibit 4-171 to Form 10-K for
year ended December 31, 1994
December 1, 1989 Exhibit 4-172 to Form 10-K for
year ended December 31, 1994
February 15, 1990 Exhibit 4-173 to Form 10-K for
year ended December 31, 1994
April 1, 1991 Exhibit 4-15 to Form 10-K for year ended December 31, 1996
May 1, 1991 Exhibit 4-178 to Form 10-K for year ended December 31, 1996
May 15, 1991 Exhibit 4-179 to Form 10-K for year ended December 31, 1996
September 1, 1991 Exhibit 4-180 to Form 10-K for year ended December 31, 1996
November 1, 1991 Exhibit 4-181 to Form 10-K for year ended December 31, 1996
January 15, 1992 Exhibit 4-182 to Form 10-K for year ended December 31, 1996
February 29, 1992 Exhibit 4-121 to Form 10-Q for quarter ended March 31, 1992
April 15, 1992 Exhibit 4-122 to Form 10-Q for quarter ended June 30, 1992
July 15, 1992 Exhibit 4-123 to Form 10-Q for quarter ended September 30, 1992
July 31, 1992 Exhibit 4-124 to Form 10-Q for quarter ended 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 quarter ended March 31, 1993
March 15, 1993 Exhibit 4-142 to Form 10-Q for quarter ended March 31, 1993
April 1, 1993 Exhibit 4-143 to Form 10-Q for quarter ended March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for quarter ended 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 quarter ended June 30, 1993 (1993 Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for quarter ended June 30, 1993 (1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for quarter ended 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 quarter ended June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for quarter ended September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for
year ended December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for quarter ended September 30, 1995
</TABLE>
4(b) - Collateral Trust Indenture (notes), dated as of June
30, 1993 (Exhibit 4-152 to Registration No. 33-50325).
4(c) - First Supplemental Note Indenture, dated as of June
30, 1993 (Exhibit 4-153 to Registration No. 33-50325).
4(d) - Second Supplemental Note Indenture, dated as of
September 15, 1993 (Exhibit 4-159 to Form 10-Q for
quarter ended September 30, 1993).
4(e) - First Amendment, dated as of August 15, 1996, to
Second Supplemental Note Indenture (Exhibit 4-17 to
Form 10-Q for quarter ended September 30, 1996).
4(f) - Third Supplemental Note Indenture, dated as of August
15, 1994 (Exhibit 4-169 to Form 10-Q for quarter ended
September 30, 1994).
4(g) - First Amendment, dated as of December 12, 1995, to
Third Supplemental Note Indenture, dated as of August
15, 1994 (Exhibit 4-12 to Registration No. 333-00023).
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4(h) - Fourth Supplemental Note Indenture, dated as of August
15, 1995 (Exhibit 4-175 to Detroit Edison Form 10-Q
for quarter ended September 30, 1995).
4(i) - Fifth Supplemental Note Indenture, dated as of
February 1, 1996 (Exhibit 4-14 to Form 10-K for year
ended December 31, 1996).
4(j) - Standby Note Purchase Credit Facility, dated as of
August 17, 1994, among The Detroit Edison Company,
Barclays Bank PLC, as Bank and Administrative Agent,
Bank of America, The Bank of New York, The Fuji Bank
Limited, The Long-Term Credit Bank of Japan, LTD,
Union Bank and Citicorp Securities, Inc. and First
Chicago Capital Markets, Inc. as Remarketing Agents
(Exhibit 99-18 to Form 10-Q for quarter ended
September 30, 1994).
4(k) - $60,000,000 Support Agreement dated as of January 21,
1998 between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-183 to Form 10-k for year
ended December 31, 1997.)
4(l) - $400,000,000 Support Agreement, dated as of January
21, 1998, between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-184 to Form 10-k for year
ended December 31, 1997.)
*10(a) Form of Change-in-Control Severance Agreement, dated
as of October 1, 1997, between DTE Energy Company
and Gerard M. Anderson, Susan M. Beale, Robert J.
Buckler, Michael C. Champley, Haven C. Cockerham,
Anthony F. Earley, Jr., Larry G. Garberding, Douglas
R. Gipson, John E. Lobbia, Leslie L. Loomans, David
E. Meador, Christopher C. Nern, Michael C. Porter,
William R. Roller and S. Martin Taylor. (Exhibit
10-9* to Form 10-Q for quarter ended September 30,
1997.)
*10(b) Form of 1995 Idemnification Agreement
between the Company and its directors and
officers (Exhibit 3L (10-1) to DTE Energy
Company Form 8-B dated January 2, 1996).
*10(c) Form of Indemnification Agreement between
Detroit Edison and its officers other than those
identified in *10(l) (Exhibit 10-41 to Detroit Edison's
Form 10-Q for quarter ended June 30, 1993).
*10(d) Form of Indemnification Agreement between
Detroit Edison and (1) John E. Lobbia, (2) Larry
G. Garberding and (3) Anthony F. Earley, Jr.
(Exhibit 19-7 to Detroit Edison's Form 10-Q for
quarter ended March 31, 1992).
*10(e) - Form of Indemnification Agreement between
Detroit Edison and its directors (Exhibit 19-8
19-8 to Detroit Edison's Form 10-Q for quarter
ended March 31, 1992).
*10(f) - Long-Term Incentive Plan (Exhibit 10-3 to Form 10-K
for year ended December 31, 1996).
*10(g) - Trust Agreement for DTE Energy Company Change-In-
Control Severance Agreements between DTE Energy
Company and Wachovia Bank, N.A. (Exhibit 10-16 to Form
10-K for ended December 31, 1997.)
ITEM 9. Undertakings
The registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a posteffective amendment to this registration statement which includes 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.
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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 it 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.
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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-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF DETROIT, STATE OF MICHIGAN, ON THE 23RD DAY OF
FEBRUARY, 1998.
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 1993, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ John E. Lobbia Chairman of the Board and Chief February 23, 1998
- ----------------------------------------------------- Executive Officer
(John E. Lobbia)
PRINCIPAL OPERATING OFFICER:
/s/ Anthony F. Earley, Jr. President, Chief Operating February 23, 1998
- ----------------------------------------------------- Officer and Director
(Anthony F. Earley, Jr.)
PRINCIPAL FINANCIAL OFFICER:
/s/ Larry G. Garberding Executive Vice President, Chief February 23, 1998
- ----------------------------------------------------- Financial Officer and Director
(Larry G. Garberding)
PRINCIPAL ACCOUNTING OFFICER:
/s/ David E. Meador Vice President and Controller February 23, 1998
- -----------------------------------------------------
(David E. Meador)
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ Terrence E. Adderley Director February 23, 1998
- -----------------------------------------------------
(Terrence E. Adderley)
/s/ Lillian Bauder Director February 23, 1998
- -----------------------------------------------------
(Lillian Bauder)
/s/ David Bing Director February 23, 1998
- -----------------------------------------------------
(David Bing)
/s/ William C. Brooks Director February 23, 1998
- -----------------------------------------------------
(William C. Brooks)
/s/ Allan D. Gilmour Director February 23, 1998
- -----------------------------------------------------
(Allan D. Gilmour)
/s/ Theodore S. Leipprandt Director February 23, 1998
- -----------------------------------------------------
(Theodore S. Leipprandt)
/s/ Eugene A. Miller Director February 23, 1998
- -----------------------------------------------------
(Eugene A. Miller)
/s/ Dean E. Richardson Director February 23, 1998
- -----------------------------------------------------
(Dean E. Richardson)
/s/ Alan E. Schwartz Director February 23, 1998
- -----------------------------------------------------
(Alan E. Schwartz)
/s/ William Wegner Director February 23, 1998
- -----------------------------------------------------
(William Wegner)
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
DTE Energy Company Long-Term Incentive Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on the 23rd day of
February, 1998.
DTE Energy Company Long-Term Incentive
Plan
By /s/ David Bing
------------------------------------
(David Bing, Chair of the
Special Committee on Compensation)
/s/ Eugene A. Miller
------------------------------------
(Eugene A. Miller, member
Special Committee on Compensation)
/s/ Dean E. Richardson
------------------------------------
(Dean E. Richardson, member
Special Committee on Compensation)
9
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DTE ENERGY LONG-TERM INCENTIVE PLAN
EXHIBIT INDEX
-------------
(a) Exhibits filed herewith:
EXHIBIT NO.
23-12 Consent of Deloitte & Touche LLP
(b) Exhibits incorporated herein by reference:
3(a) - Amended and Restated Articles of Incorporation of DTE
Energy Company, dated December 13, 1995. (Exhibit 3-5
to Form 10-Q for quarter ended September 30, 1997)
3(b) - Certificate of Designation of Series A Junior
Participating Preferred Stock of DTE Energy Company.
Exhibit 3-6 to Form 10-Q for quarter ended September 30,
1997.)
3(c) - Restated Articles of Incorporation of Detroit
Edison, as filed December 10, 1991 with the State of
Michigan, Department of Commerce - Corporation and
Securities Bureau (Exhibit 4-117 to Form 10-Q for
quarter ended March 31, 1993).
3(d) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the
Cumulative Preferred Stock, 7.75% Series as filed
February 22, 1993 with the State of Michigan,
Department of Commerce - Corporation and Securities
Bureau (Exhibit 4-134 to Form 10-Q for quarter ended
March 31, 1993).
3(e) - Certificate containing resolution of the Detroit
Edison Board of Directors establishing the
Cumulative Preferred Stock, 7.74% Series, as filed
April 21, 1993 with the State of Michigan, Department
of Commerce - Corporation and Securities Bureau
(Exhibit 4-140 to Form 10-Q for quarter ended March
31, 1993).
3(f) - Rights Agreement, dated as of September 23, 1997, by
and between DTE Energy Company and The Detroit Edison
Company, as Rights Agent (Exhibit 4-1 to DTE Energy
Company Current Report on Form 8-K, dated September
23, 1997).
3(g) - Agreement and Plan of Exchange (Exhibit 1(2) to
DTE Energy Form 8-B filed January 2, 1996, File
No. 1-11607).
3(h) - Bylaws of DTE Energy Company, as amended through
September 22, 1997. (Exhibit 3-7 to Form 10-Q for
Quarter ended September 30, 1997.
3(i) - Bylaws of The Detroit Edison Company, as amended
through September 22, 1997. (Exhibit 3-8 to Form
10-Q for quarter ended September 30, 1997.)
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4(a) - Mortgage and Deed of Trust, dated as of October 1,
1924, between Detroit Edison (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 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. 2-61643
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
year ended December 31, 1994
November 30, 1987 Exhibit 4-139 to Form 10-K for
year ended December 31, 1992
July 15, 1989 Exhibit 4-171 to Form 10-K for
year ended December 31, 1994
December 1, 1989 Exhibit 4-172 to Form 10-K for
year ended December 31, 1994
February 15, 1990 Exhibit 4-173 to Form 10-K for
year ended December 31, 1994
April 1, 1991 Exhibit 4-15 to Form 10-K for year ended December 31, 1996
May 1, 1991 Exhibit 4-178 to Form 10-K for year ended December 31, 1996
May 15, 1991 Exhibit 4-179 to Form 10-K for year ended December 31, 1996
September 1, 1991 Exhibit 4-180 to Form 10-K for year ended December 31, 1996
November 1, 1991 Exhibit 4-181 to Form 10-K for year ended December 31, 1996
January 15, 1992 Exhibit 4-182 to Form 10-K for year ended December 31, 1996
February 29, 1992 Exhibit 4-121 to Form 10-Q for quarter ended March 31, 1992
April 15, 1992 Exhibit 4-122 to Form 10-Q for quarter ended June 30, 1992
July 15, 1992 Exhibit 4-123 to Form 10-Q for quarter ended September 30, 1992
July 31, 1992 Exhibit 4-124 to Form 10-Q for quarter ended 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 quarter ended March 31, 1993
March 15, 1993 Exhibit 4-142 to Form 10-Q for quarter ended March 31, 1993
April 1, 1993 Exhibit 4-143 to Form 10-Q for quarter ended March 31, 1993
April 26, 1993 Exhibit 4-144 to Form 10-Q for quarter ended 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 quarter ended June 30, 1993 (1993
Series AP)
June 30, 1993 Exhibit 4-150 to Form 10-Q for quarter ended June 30, 1993 (1993 Series H)
September 15, 1993 Exhibit 4-158 to Form 10-Q for quarter ended 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 quarter ended June 30, 1994
August 15, 1994 Exhibit 4-168 to Form 10-Q for quarter ended September 30, 1994
December 1, 1994 Exhibit 4-169 to Form 10-K for
year ended December 31, 1994
August 1, 1995 Exhibit 4-174 to Form 10-Q for quarter ended September 30, 1995
</TABLE>
4(b) - Collateral Trust Indenture (notes), dated as of June
30, 1993 (Exhibit 4-152 to Registration No. 33-50325).
4(c) - First Supplemental Note Indenture, dated as of June
30, 1993 (Exhibit 4-153 to Registration No. 33-50325).
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<PAGE> 12
4(d) - Second Supplemental Note Indenture, dated as of
September 15, 1993 (Exhibit 4-159 to Form 10-Q for
quarter ended September 30, 1993).
4(e) - First Amendment, dated as of August 15, 1996, to
Second Supplemental Note Indenture (Exhibit 4-17 to
Form 10-Q for quarter ended September 30, 1996).
4(f) - Third Supplemental Note Indenture, dated as of
August 15, 1994 (Exhibit 4-169 to Form 10-Q for
quarter ended September 30, 1994).
4(g) - First Amendment, dated as of December 12, 1995, to
Third Supplemental Note Indenture, dated as of
August 15, 1994 (Exhibit 4-12 to Registration No.
333-00023).
4(h) - Fourth Supplemental Note Indenture, dated as of
August 15, 1995 (Exhibit 4-175 to Detroit Edison Form
10-Q for quarter ended September 30, 1995).
4(i) - Fifth Supplemental Note Indenture, dated as of
February 1, 1996 (Exhibit 4-14 to Form 10-K for year
ended December 31, 1996).
4(j) - Standby Note Purchase Credit Facility, dated as of
August 17, 1994, among The Detroit Edison Company,
Barclays Bank PLC, as Bank and Administrative Agent,
Bank of America, The Bank of New York, The Fuji Bank
Limited, The Long-Term Credit Bank of Japan, LTD,
Union Bank and Citicorp Securities, Inc. and First
Chicago Capital Markets, Inc. as Remarketing
Agents (Exhibit 99-18 to Form 10-Q for quarter
ended September 30, 1994).
4(k) - $60,000,000 Support Agreement dated as of January
21, 1998 between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-183 to Form 10-k for year
ended December 31, 1997.)
4(l) - $400,000,000 Support Agreement, dated as of January
21, 1998, between DTE Energy Company and DTE Capital
Corporation. (Exhibit 4-184 to Form 10-k for year
ended December 31, 1997.)
*10(a) Form of Change-in-Control Severance Agreement, dated as
of October 1, 1997, between DTE Energy Company and
Gerard M. Anderson, Susan M. Beale, Robert J.
Buckler, Michael C. Champley, Haven C. Cockerham,
Anthony F. Earley, Jr., Larry G. Garberding, Douglas
R. Gipson, John E. Lobbia, Leslie L. Loomans, David E.
Meador, Christopher C. Nern, Michael C. Porter, William
R. Roller and S. Martin Taylor. (Exhibit 10-9* to Form
10-Q for quarter ended September 30, 1997.)
*10(b) Form of 1995 Idemnification Agreement between the
Company and its directors and officers (Exhibit 3L
(10-1) to DTE Energy Company Form 8-B dated January
2, 1996).
*10(c) Form of Indemnification Agreement between Detroit
Edison and its officers other than those identified in
*10(l) (Exhibit 10-41 to Detroit Edison#s Form 10-Q for
quarter ended June 30, 1993).
*10(d) Form of Indemnification Agreement between Detroit
Edison and (1) John E. Lobbia, (2) Larry G.
Garberding and (3) Anthony F. Earley, Jr. (Exhibit
19-7 to Detroit Edison#s Form 10-Q for quarter ended
March 31, 1992).
*10(e) - Form of Indemnification Agreement between Detroit
Edison and its directors (Exhibit 19-8 19-8 to Detroit
Edison#s Form 10-Q for quarter ended March 31, 1992).
*10(f) - Long-Term Incentive Plan (Exhibit 10-3 to Form
10-K for year ended December 31, 1996).
*10(g) - Trust Agreement for DTE Energy Company Change-In-Control
Severance Agreements between DTE Energy Company and
Wachovia Bank, N.A. (Exhibit 10-16 to Form 10-K for
year ended December 31, 1997.)
9
<PAGE> 1
[DELOITTE & TOUCHE LLP LETTERHEAD]
EXHIBIT 23-12
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
DTE Energy Company on Form S-8 of our report dated January 26, 1998, appearing
in the Annual Report on Form 10-K of DTE Energy Company for the year ended
December 31, 1997.
/s/ Deloitte & Touche LLP
Detroit, Michigan
March 3, 1998
