1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 15, 2001
MCN ENERGY GROUP INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 1-10070 38-2820658
(State of Incorporation) (Commission File (I.R.S. Employer
Number) Identification No.)
500 GRISWOLD STREET, DETROIT, MICHIGAN 48226
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(313) 256-5500
2
ITEM 5. OTHER EVENTS
On May 15, 2001 MCN Energy Group Inc. issued the following press release:
DTE ENERGY, MCN ENERGY GROUP
SET CLOSING DATE FOR MERGER
DETROIT, MAY 15, 2001 - Following approval today of amended merger terms by
shareholders of MCN Energy Group, DTE Energy and MCN Energy announced that they
have tentatively set May 31, 2001, as the expected date to complete the
companies' merger. Closing of the transaction is contingent upon clearance from
the Securities and Exchange Commission (SEC).
DTE Energy intends to issue a news release that will provide shareholders
with five business days' notice of the definitive closing date.
"I strongly urge MCN shareholders to return their cash/stock election
forms to be received prior to the 9 a.m. (Eastern Daylight Time) election
deadline on the closing date," said Alfred R. Glancy III, chairman and chief
executive officer of MCN Energy Group. "Failure to do so will likely result in
reduced value received for MCN shares."
Under the terms of the merger agreement, MCN shareholders may choose to
receive either .715 shares of DTE Energy common stock, or $24.00 in cash for
each share of MCN common stock they hold. Glancy said that due to the conversion
factor of .715 shares of DTE Energy for each MCN share if as of the closing, the
per share price of DTE Energy common stock is greater than $33.57, the value of
the stock consideration will be greater than the value of the cash
consideration. This analysis does not include, however, potential tax
consequences, commissions and other factors that could affect any particular
investor's decision.
As explained in the election material MCN shareholders should have
previously received, shareholder elections are subject to proration and
allocation, and tax adjustment procedures that may result in MCN shareholders
receiving a different mix of stock and cash than they elected to receive.
# # # #
MCN Energy Group Inc. is an integrated energy company with approximately $5
billion of assets and $2.5 billion of annual revenues. The company primarily
is involved in natural gas production, gathering, processing, transmission,
storage, distribution and marketing in the Midwest-to-Northeast corridor. Its
largest subsidiary is Michigan Consolidated Gas Company, a natural gas utility
serving 1.2 million customers in more than 500 communities throughout
Michigan. MCN announced a definitive merger agreement with DTE Energy Company
on Oct. 5, 1999. The strategic combination of DTE and MCN would create the
largest electric and gas utility in Michigan and a premier regional energy
provider. Information about MCN is available on the World Wide Web at
www.mcnenergy.com.
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MCN ENERGY GROUP INC.
Date: May 15, 2001 By: /s/ Daniel L. Schiffer
------------------------
Daniel L. Schiffer
Senior Vice President,
General Counsel and Secretary