UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Form 10-K/A
FOR ANNUAL TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE OF 1934
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission file number 1-2198
THE DETROIT EDISON COMPANY
| Michigan | 38-0478650 | |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer | |
| organization) | Identification No.) |
| 2000 2nd Avenue, Detroit, Michigan | 48226-1279 | |
| (Address of principal executive offices) | (Zip Code) |
313-235-4000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |||
| Quarterly Income Debt Securities (QUIDS) | New York Stock Exchange | |||
| (Junior Subordinated Deferrable Interest Debentures | ||||
| – 7.625%, 7.54% and 7.375% Series) | ||||
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 Yeso Noþ
All of the registrant’s 138,632,324 outstanding shares of common stock, par value $10 per share, are owned by DTE Energy Company.
Table of Contents
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| Chief Executive Officer Section 302 | ||||||||
| Chief Financial Officer Section 302 | ||||||||
| Chief Executive Officer Section 906 | ||||||||
| Chief Financial Officer Section 906 | ||||||||
1
EXPLANATORY NOTE
This Form 10-K/A is being filed to amend and restate Item 9A of Part II of the Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (“2004 10-K”), which was filed with the Securities and Exchange Commission on March 15, 2005 by The Detroit Edison Company (the “Company”). This amendment rephrases the language regarding the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2004. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
For purposes of this Form 10-K/A, and in accordance with Rule 12b-15 under the Exchange Act, Item 9A of the 2004 10-K has been amended and restated in its entirety. No attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original 2004 10-K.
PART II
Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures
Management of the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2004, which is the end of the period covered by this report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be met.
(b) Changes in internal control over financial reporting
There has been no change in the Company’s internal control over financial reporting during the fourth quarter of 2004 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
2
PART IV
Item 15. Exhibits and Financial Statement Schedules
(b) The following exhibits are filed as part of this Form 10-K/A.
| Exhibit No. | Description | |
(i) | Exhibits filed herewith. | |
| 31-17 | Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report. | |
| 31-18 | Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report. | |
(ii) | Exhibits furnished herewith. | |
| 32-17 | Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report. | |
| 32-18 | Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report. |
3
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE DETROIT EDISON COMPANY | ||||
| (Registrant) | ||||
| Date: June 24, 2005 | By | /s/ Daniel G. Brudzynski | ||
| Daniel G. Brudzynski | ||||
| Chief Accounting Officer, | ||||
| Vice President and Controller |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| By | /s/ Anthony F. Earley, Jr. | By | /s/ Daniel G. Brudzynski | |||
| Anthony F. Earley, Jr. | Daniel G. Brudzynski | |||||
| Chairman of the Board, | Chief Accounting Officer, | |||||
| President, Chief Executive and Chief | Vice President and Controller | |||||
| Operating Officer | ||||||
| By | By | /s/ David E. Meador | ||||
| Susan M. Beale | David E. Meador | |||||
| Director, Vice President and | Director, Executive Vice President | |||||
| Corporate Secretary | and Chief Financial Officer |
Date: June 24, 2005
| Exhibit No. | Description | |
| 31-17 | Chief Executive Officer Section 302 Form 10-K Certification of Periodic Report. | |
| 31-18 | Chief Financial Officer Section 302 Form 10-K Certification of Periodic Report. | |
| 32-17 | Chief Executive Officer Section 906 Form 10-K Certification of Periodic Report. | |
| 32-18 | Chief Financial Officer Section 906 Form 10-K Certification of Periodic Report. |
