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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): January 1, 1996
THE DETROIT EDISON COMPANY
(Exact name of registrant as specified in its charter)
Michigan 1-2198 38-0478650
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
2000 2nd Avenue, Detroit, Michigan 48226-1279
(Address of principal executive offices) (Zip Code)
(313) 235-8000
(Registrant's telephone number, including area code)
None
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
In January 1995, the Board of Directors of The Detroit Edison Company
(the "Company") approved the execution of an Agreement and Plan of Exchange
(the "Agreement") between the Company and DTE Energy Company (formerly DTE
Holdings, Inc.) ("DTE"), pursuant to which DTE, a newly formed corporation
would become the parent holding company of the Company. On April 24, 1995, the
common stock shareholders of the Company approved the Agreement, as required by
applicable law. At 12:01 A.M., Detroit, Michigan time, on January 1, 1996 (the
"Effective Time"), pursuant to the Agreement and related Certificate of Share
Exchange, the Company became a subsidiary of DTE (the "Exchange"). Pursuant to
the Agreement and the Certificate of Share Exchange, as of the Effective Time,
the following took place:
1. Each outstanding share of common stock, $10 par value, of the
Company was exchanged for one new share of common stock, without par value, of
DTE.
2. Each outstanding share of DTE common stock held by the Company
prior to the Effective Time was cancelled.
As a result of the foregoing, DTE became the sole common stock
shareholder of the Company, the Company became a subsidiary of DTE, and all of
the common stock of DTE now outstanding is owned by the former common stock
shareholders of the Company.
As a result of the Exchange, the common stock of the Company is no
longer eligible to be listed on the New York Stock Exchange or the Chicago
Stock Exchange. Such common stock has been deregistered under the Securities
Exchange Act of 1934 (the "Exchange Act"). The common stock of DTE has been
registered under the Exchange Act and is listed on the New York and Chicago
Stock Exchanges.
The outstanding debt securities and preferred stock of the Company
were not affected by the Exchange. Each series of the Company's preferred
stock outstanding immediately prior to the Exchange remains registered pursuant
to Section 12(b) of the Exchange Act and the Company will continue to be
obligated to file periodic reports under the Exchange Act.
The Board of Directors of DTE consists of the same individuals who
served as directors of the Company immediately prior to the Effective Time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2(a) Agreement and Plan of Exchange.
2(b) Certificate of Share Exchange.
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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.
THE DETROIT EDISON COMPANY
By:/s/ John E. Lobbia
John E. Lobbia
Chairman and Chief Executive Officer
Date: January 1, 1996
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EXHIBIT INDEX
Page No.
Exhibit Number Document Description ---------
2(a) Agreement and Plan of Exchange
2(b) Certificate of Share Exchange