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EXHIBIT 24
August 26, 1995
Mr. Alan M. Wright and
Mr. Thomas A. McNish
Consumers Power Company
212 West Michigan Avenue
Jackson, MI 49201
We hereby make, constitute and appoint each of you our true and lawful attorney
for each of us and in each of our names, places and steads to sign and cause to
be filed with the Securities and Exchange Commission registration statement(s)
and/or any amendment or amendments thereto, including post-effective amendment
or amendments, to be accompanied in each case by a prospectus or supplemental
prospectus and any necessary exhibits with respect to the issue and sale of up
to $100 million aggregate principal amount of the Company's Preferred
Securities.
Very truly yours,
/s/ William T. McCormick, Jr. /s/ Frank H. Merlotti
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William T. McCormick, Jr. Frank H. Merlotti
/s/ W. U. Parfet
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James J. Duderstadt William U. Parfet
/s/ K. R. Flaherty /s/ Percy Pierre
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Kathleen R. Flaherty Percy A. Pierre
/s/ Victor J. Fryling /s/ S. Kinnie Smith, Jr.
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Victor J. Fryling S. Kinnie Smith, Jr.
/s/ Earl D. Holton /s/ K. Whipple
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Earl D. Holton Kenneth Whipple
/s/ Lois L. Lund /s/ John B. Yasinsky
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Lois A. Lund John B. Yasinsky
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Extract from minutes of a meeting of the Board of Directors of Consumers Power
Company (the "Company") held on August 26, 1995.
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Proposed Issue and Sale of Securities
In order to provide a portion of the funds required for the
Company's capital expenditures (acquiring property, constructing, completing,
extending, and improving public utility facilities), to reduce the level of the
Company's short-term debt, and for general corporate purposes, management of
the Company recommends that the Company issue and sell at such time or times,
at private placement or public sale, in one or more series or issues, for the
best price or terms obtainable in the judgment of a Special Committee of the
Board of Directors appointed for such purposes, up to $100 million aggregate
principal amount of a series of deferrable interest subordinated debentures
issued solely in connection with the sale of preferred securities either in
the form of stock or trust receipts issued in one or more series, representing
limited partnership interests issued by a Michigan special purpose limited
partnership in which the Company would be the general partner (the "Preferred
Securities") and the Company's guarantee thereof. Authority to issue such
securities was approved by the Michigan Public Service Commission on April 13,
1995 in Case No. U-10748. The matter was discussed fully.
Upon motion duly made and seconded, the following resolutions
were thereupon unanimously adopted:
RESOLVED: That the Board of Directors approves the issue
and sale, from time to time, at private placement or public sale, of up
to $100 million aggregate principal amount of Preferred Securities, and
the issuance by the Company of unsecured subordinated debt securities
consisting of debentures, notes or other unsecured evidence of
indebtedness relating thereto, and the Company's guarantee of the
Preferred Securities, or any combination of the foregoing, as discussed
at the meeting, with such sale to be at the best price and on the best
terms obtainable in the judgment of a Special Committee of the Board of
Directors appointed for such purposes; and
RESOLVED FURTHER: That Mr. Victor J. Fryling with Mr. S.
Kinnie Smith, Jr., as alternate, is appointed to a Special Committee of
the Board of Directors, which shall have the full authority to act on
behalf of the Board for the purposes stated in the foregoing resolution
with respect to the issue and sale, from time to time, at private
placement or public sale, of up to $100 million aggregate principal
amount of Preferred Securities; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, in their discretion on its behalf, are authorized to
execute and file (a) a Registration Statement on Form S-3 with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the issue and sale of not more than $100
million aggregate principal amount of subordinated debt securities, the
Preferred Securities, and the Company's guarantee of the Preferred
Securities, in such form as may be approved by the officers executing
the same, and to do all other things necessary to make such registration
effective, including the execution and filing of any necessary or
appropriate amendments, including post-effective amendments; and
RESOLVED FURTHER: That, it may be desirable for the
securities to be qualified or registered for sale in various
jurisdictions; therefore, the officers of the Company, and each of them,
are authorized and directed to determine the jurisdictions in which
appropriate action shall be taken to qualify or register for sale all or
such part of the securities of the Company as they may deem advisable;
to perform on behalf of the Company any and all such acts as they may
deem necessary or advisable in order to comply with the applicable laws
of any such jurisdictions, and in connection therewith, to execute and
file all requisite papers and documents, including but not limited to,
applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by
such officers or any of them of any such paper or document or the doing
by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Company; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, in their discretion and on its behalf, are authorized and
empowered to execute one or more underwriting agreements as they may
deem appropriate for the proposed sale of the aforementioned securities;
and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized to cause the Company to make application to
the New York Stock Exchange, or on such other exchange as the officers
may decide, for the listing on such Exchange, upon notice of issuance,
of not more than $100 million aggregate principal amount of Preferred
Securities or unsecured subordinated debt securities of the Company;
that Messrs. Alan M. Wright and Thomas A. McNish are, and each of them
is, designated to represent the Company in connection with any
application or applications for listing and to appear on behalf of the
Company before such official or body of said Exchange as may be
appropriate, with authority to make such changes, upon the advice of
counsel, in said application(s) or in any agreements or other papers
relating thereto as may be necessary or appropriate to confirm with the
requirements for listing; and
RESOLVED FURTHER: That the officers of the Company, and
each of them, are authorized and empowered to execute and deliver all
other documents, papers, applications, agreements and instruments by or
on behalf of the Company and to do all acts and things they deem
necessary or appropriate and as counsel may advise to carry out the
intent and purpose of the foregoing resolutions.
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I, Joyce H. Norkey, Assistant Secretary of Consumers Power Company, certify
that the foregoing is a true and correct copy of resolutions duly and regularly
adopted at a meeting of the Board of Directors of Consumers Power Company duly
held on August 26, 1995, at which a quorum was in attendance and voting
throughout, and that said resolutions have not since been rescinded but are
still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 4th day of October 1995.
/s/Joyce H. Norkey
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Joyce H. Norkey
Assistant Secretary
( SEAL )
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Extract from minutes of a meeting of the Board of Directors of Consumers Power
Company (the "Company") held on October 27, 1995.
Proposed Issue and Sale of Securities -
Amended Resolutions
At a meeting of the Board of Directors of the Company held on August
26, 1995, resolutions were adopted authorizing the Company to issue and sell
from time to time up to $100 million aggregate principal amount of preferred
securities of limited partnership interests issued by a partnership in which the
Company would be the general partner (the "Preferred Securities"). Under the
Internal Revenue Code, income from limited partnership interests must be
reported on a Form K-1 rather than on the Form 1099 customarily used to report
investment income. This not only potentially adds another reporting obligation
to the investor (thus decreasing the product's attractiveness in the market
place) but increases the costs of administering the program (thus increasing
the underwriting costs and decreasing the net proceeds to the Company).
Therefore, it was recommended that in connection with the proposed sale of the
Preferred Securities by the Company, the special purpose entity created to
issue securities to the public be a business trust of which the Company would
be the sponsor, rather than a limited partnership as originally proposed, and
that the resolutions adopted by the Board on August 26, 1995 be amended to
reflect such change. The matter was discussed fully.
Upon motion duly made and seconded, the following resolutions were
thereupon unanimously adopted:
RESOLVED: That the resolutions adopted by the Board of
Directors on August 26, 1995 with respect to the Michigan special
purpose limited partnership, in which the Company would be general
partner, are amended to reflect that the sale of Preferred Securities
either in the form of stock or trust receipts issued in one or more
series, will represent interests issued by a business trust of which the
Company would be the sponsor. All other resolutions adopted by the Board
at the August 26, 1995 meeting with respect to the proposed issue and
sale of securities remain in full force and effect; and
RESOLVED FURTHER: That Messrs. Alan M. Wright, Thomas A. McNish
and Mrs. Doris F. Galvin (or successor(s) appointed, in writing, by the
Chairman of the Board, Vice Chairman of the Board or the President of
the Company, and filed in the Corporate Secretary's office) are
appointed to serve, at the Company's request, and are authorized and
empowered, for and on behalf of the Company, to act as the Company's
Trustees in accordance with the Declaration of Trust, and any amendments
thereto, of a statutory business trust; and
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RESOLVED FURTHER: That the above-designated Company Trustees, and
each of them, are authorized and empowered, to execute and deliver all
documents, papers, applications, agreements and instruments, including but
not limited to, the Declaration of Trust, and any amendments thereto, and
to do all acts and things they deem necessary or appropriate and as counsel
may advise to carry out the intent and purpose of the foregoing
resolutions.
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I, Joyce H. Norkey, Assistant Secretary of Consumers Power Company, certify
that the foregoing is a true and correct copy of resolutions duly and regularly
adopted at a meeting of the Board of Directors of Consumers Power Company duly
held on October 27, 1995, at which a quorum was in attendance and voting
throughout, and that said resolutions have not since been rescinded but are
still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 2nd day of November 1995.
/s/ Joyce H. Norkey
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Joyce H. Norkey
Assistant Secretary