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Michigan | 38-0478040 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Susan M. Beale
Copies to:
Teresa M. Sebastian DTE Energy Company 2000 2nd Avenue Detroit, Michigan 48226 (313) 235-4000 | Richard L. Harden Hunton & Williams LLP 200 Park Avenue New York, New York 10166 (212) 309-1246 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective depending on market conditions.
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | Amount of | ||||||
Title of Each Class of | Amount To Be | Offering Price | Aggregate | Registration | ||||
Securities to be Registered | Registered | Per Unit(1) | Offering Price | Fee | ||||
Senior Debt Securities | $20,000,000 | 100% | $20,000,000 | $2,534 | ||||
(1) | Estimated solely for purposes of calculating the registration fee. |
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-3 (File No. 333-63370) filed by Michigan Consolidated Gas Company pursuant to the Securities Act on June 19, 2001, as amended, including the exhibits thereto, and declared effective by the Commission on July 3, 2001, are hereby incorporated herein by reference. Pursuant to Rule 462(b) under the Securities Act, this Registration Statement is to be effective upon filing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | List of Exhibits |
Exhibit No. | Description | |||
5 | .1(a) | Opinion and Consent of Hunton & Williams LLP, regarding certain matters related to New York law. | ||
5 | .1(b) | Opinion and Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon, regarding validity of securities being registered. | ||
12 | Computation of Ratio of Earnings to Fixed Charges | |||
15 | .1 | Awareness Letter of Deloitte & Touche LLP | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP. | ||
23 | .2 | Consent of Hunton & Williams LLP (included in Exhibit 5.1(a)) | ||
23 | .3 | Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon (included in Exhibit 5.1(b)). | ||
24 | Power of Attorney (included on page II-3 of this Registration Statement) |
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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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on the 23rd day of September, 2004.
MICHIGAN CONSOLIDATED GAS COMPANY, | |
(Registrant) |
By: | /s/ ANTHONY F. EARLEY, JR. |
Anthony F. Earley, Jr. | |
Chairman of the Board and | |
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
/s/ ANTHONY F. EARLEY, JR. Anthony F. Earley, Jr. | Chairman of the Board, Chief Executive Officer and Director | September 23, 2004 | ||||
/s/ DAVID E. MEADOR David E. Meador | Senior Vice President, Chief Financial Officer and Director | September 23, 2004 | ||||
/s/ DANIEL G. BRUDZYNSKI Daniel G. Brudzynski | Vice President and Controller | September 23, 2004 | ||||
/s/ SUSAN M. BEALE Susan M. Beale | Director, Vice President and Corporate Secretary | September 23, 2004 |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas A. Hughes, General Counsel and N.A. Khouri, Vice President and Treasurer, and each of them, the undersigned’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in ratifying and confirming all the said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Signature | Title | Date | ||||
/s/ ANTHONY F. EARLEY, JR. Anthony F. Earley, Jr. | Chairman of the Board, Chief Executive Officer and Director | September 23, 2004 | ||||
/s/ DAVID E. MEADOR David E. Meador | Senior Vice President, Chief Financial Officer and Director | September 23, 2004 | ||||
/s/ DANIEL G. BRUDZYNSKI Daniel G. Brudzynski | Vice President and Controller | September 23, 2004 | ||||
/s/ SUSAN M. BEALE Susan M. Beale | Director, Vice President and Corporate Secretary | September 23, 2004 |
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EXHIBIT INDEX
Exhibit | ||||
Number | Exhibit Title | |||
5 | .1(a) | Opinion and Consent of Hunton & Williams LLP, regarding certain matters related to New York law. | ||
5 | .1(b) | Opinion and Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon, regarding validity of securities being registered. | ||
12 | Computation of Ratio of Earnings to Fixed Charges | |||
15 | .1 | Awareness Letter of Deloitte & Touche LLP | ||
23 | .1 | Consent of Independent Registered Public Accounting Firm — Deloitte & Touche LLP. | ||
23 | .2 | Consent of Hunton & Williams LLP (included in Exhibit 5.1(a)) | ||
23 | .3 | Consent of Thomas A. Hughes, Esq., Vice President and General Counsel for MichCon (included in Exhibit 5.1(b)). | ||
24 | Power of Attorney (included on page II-3 of this Registration Statement) |
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