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As filed with the Securities and Exchange Commission on November 18, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MICHIGAN CONSOLIDATED GAS COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-0478040
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(313) 965-2430
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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SUSAN K. MCNISH, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
MICHIGAN CONSOLIDATED GAS COMPANY
500 GRISWOLD STREET
DETROIT, MICHIGAN 48226
(313) 965-2430
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy To:
WILLIAM S. LAMB, ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P.
125 WEST 55TH STREET
NEW YORK, NEW YORK 10019-5389
(212) 424-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time as determined by market conditions after the effective date of this
Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT PRICE FEE**
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First Mortgage Bonds.................... $260,000,000 100%* $ 260,000,000 $78,788
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* Estimated solely for the purpose of calculating the registration fee.
** Does not include certain First Mortgage Bonds of Michigan Consolidated Gas
Company covered by Registration Statement No. 33-59093 which are being
carried over to this Registration Statement. Also does not include the
Registration Fee of $13,793 which was previously paid with respect to such
First Mortgage Bonds.
Pursuant to the provisions of Rule 429 under the Securities Act of 1933, the
Prospectus contained herein constitutes a combined Prospectus relating also to
$40,000,000 of unsold First Mortgage Bonds registered pursuant to the
Registration Statement on Form S-3 (Registration No. 33-59093) which are being
carried forward in connection with this Registration Statement. In the event
that any of such previously registered First Mortgage Bonds are offered prior to
the effective date of this Registration Statement, the amount of such First
Mortgage Bonds will not be included in any Prospectus hereunder. The amount of
First Mortgage Bonds being registered, together with the remaining First
Mortgage Bonds registered under Registration Statement No. 33-59093, represents
the maximum amount of First Mortgage Bonds which are expected to be offered for
sale.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION DATED NOVEMBER 18, 1996
PROSPECTUS
$300,000,000
MICHIGAN CONSOLIDATED GAS COMPANY
FIRST MORTGAGE BONDS
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Michigan Consolidated Gas Company ("MichCon" or the "Company") from time to
time may offer, in an aggregate principal amount not to exceed $300,000,000, its
First Mortgage Bonds. First Mortgage Bonds aggregating $40,000,000 have been
designated as Secured Medium-Term Notes, Series B and will be issued under the
Company's Thirty-third Supplemental Indenture and First Mortgage Bonds
aggregating $260,000,000 designated as Secured Medium-Term Notes, Series C will
be issued under the Company's Thirty-fourth Supplemental Indenture. The
combination of First Mortgage Bonds designated as Secured Medium-Term Notes,
Series B and First Mortgage Bonds designated as secured Medium-Term Notes Series
C (the "New Bonds") may be offered in amounts, at prices and on terms to be
determined at the time of sale. Certain terms of the New Bonds including, where
applicable, the specific designation, aggregate principal amount, interest rate,
interest payment dates, maturity, public offering price, any redemption terms or
other specific terms of each series of New Bonds in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement or Supplements (a "Prospectus Supplement").
MichCon may sell the New Bonds to or through underwriters, through dealers,
directly to purchasers or through agents. See "Plan of Distribution".
Underwriters may include Merrill Lynch & Co. (Merrill Lynch, Pierce, Fenner &
Smith Incorporated) or such other underwriter or underwriters as may be
designated by MichCon, or an underwriting syndicate represented by one or more
of such firms. Such firms may also act as agents. The Prospectus Supplement will
set forth the names of such underwriters, dealers or agents, if any, any
applicable commissions or discounts and the proceeds to MichCon from such sale.
This Prospectus may not be used to consummate sales of New Bonds unless
accompanied by a Prospectus Supplement applicable to the New Bonds being sold.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1996.
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AVAILABLE INFORMATION
MichCon is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, (the "1934 Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "SEC"). Such reports and other information can be inspected and copied at
the SEC's Public Reference Room; Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as the following Regional Offices of the SEC: 7
World Trade Center, Suite 1300, New York, New York 10048; and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained from the Public Reference
Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission also maintains a Web Site on the
Internet that contains reports and other information regarding registrants that
file electronically with the Commission (http://www.sec.gov).
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by MichCon with the SEC under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the New Bonds. This Prospectus
does not contain all of the information set forth in such Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. Reference is made to such Registration Statement and to
the exhibits relating thereto for further information with respect to MichCon
and the New Bonds. Any statements contained herein concerning the provisions of
any document filed as an exhibit to the Registration Statement or otherwise
filed with the SEC or incorporated by reference herein are not necessarily
complete, and in each instance reference is made to the copy of such document so
filed for a more complete description of the matter involved. Each such
statement is qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus and made a
part hereof the following documents heretofore filed with the SEC pursuant to
the 1934 Act:
1. MichCon's Annual Report on Form 10-K for the year ended December
31, 1995.
2. MichCon's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996.
All documents filed by MichCon pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference in this Prospectus or in any Prospectus Supplement
shall be deemed to be modified or superseded for purposes of this Prospectus or
any Prospectus Supplement to the extent that a statement contained in this
Prospectus or in any Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference in this
Prospectus or in any Prospectus Supplement modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus or any
Prospectus Supplement.
MichCon hereby undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated by reference in this Prospectus, other than
exhibits to such documents. Requests for such copies should be directed to:
Investor Relations, MCN Corporation, 500 Griswold Street, Detroit, Michigan
48226; telephone 1-800-548-4655.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
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PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR
THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR THAT THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
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THE COMPANY
MichCon is a Michigan corporation that was organized in 1898 and, with its
predecessors, has been in business for nearly 150 years. The Company is a public
utility engaged in the distribution and transmission of natural gas in the State
of Michigan. The Company serves 1.2 million residential, commercial and
industrial customers in more than 500 communities throughout Michigan with gas
sales and transportation markets of approximately 700 billion cubic feet (Bcf).
MichCon is a wholly-owned subsidiary of MCN Corporation, a Michigan corporation.
At December 31, 1995, MichCon and its subsidiaries employed 3,128 persons.
The mailing address of MichCon's principal executive office is 500 Griswold
Street, Detroit, Michigan 48226, and its telephone number is (313) 965-2430.
USE OF PROCEEDS
Except as otherwise stated in the applicable Prospectus Supplement, net
proceeds from the sale of the New Bonds offered hereby will be used for the
acquisition of property; the construction, completion, extension or improvement
of facilities; working capital requirements; the improvement or maintenance of
service; the discharge or lawful retirement of short or long-term debt and
borrowings made or expected to be made; and for other corporate purposes.
Specific allocations of proceeds for such purposes have not been made at this
time. Funds may be borrowed in anticipation of future requirements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth MichCon's earnings to fixed charges for the
periods indicated.
TWELVE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ------------------------------------
1996 1995 1994 1993 1992 1991
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Ratio of Earnings to Fixed Charges(1)(2)......... 3.62 3.47 3.26 3.58 2.99 2.53
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(1) The Company is a guarantor of certain other debt. Fixed charges related to
such debt, deemed to be immaterial, have been excluded in computing the
above ratios.
(2) For the purpose of computing these ratios, earnings consists of net income
plus income taxes and fixed charges. Fixed charges consist of total
interest, amortization of debt discount, premium and expense and the
estimated portion of interest implicit in rentals.
DESCRIPTION OF THE NEW BONDS
The following description sets forth certain general terms and provisions
of the New Bonds to which any Prospectus Supplement will relate. The particular
terms of the New Bonds offered by any Prospectus Supplement will be described in
such Prospectus Supplement. The statements made herein are a summary only, do
not purport to be complete, and are subject to the detailed provisions of the
Twenty-ninth Supplemental Indenture dated as of July 15, 1989 providing for the
restatement of the Indenture of Mortgage and Deed of Trust dated as of March 1,
1944 which became effective on April 1, 1994 upon the retirement of all bonds
issued prior to March 1, 1987 and upon the filing of the required certificates
with the Trustee by the Company, as supplemented and amended by the supplemental
indentures thereto (collectively, the "Indenture"). The bonds of all series
issued, or which may be issued, under the Indenture are hereinafter referred to
as the "Bonds".
This summary incorporates by reference certain Articles and Sections of the
Indenture and is qualified in its entirety by such reference. Terms defined in
the Indenture are used in this summary without definition.
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GENERAL
The First Mortgage Bonds designated as Secured Medium-Term Notes, Series C
will constitute a new series of Bonds under the Indenture. There are five series
of Bonds currently outstanding under the Indenture. The Trustees under the
Indenture are Citibank, N.A., New York, N.Y. (the "Trustee") and Robert T.
Kirchner (collectively, the "Trustees").
The New Bonds will be offered on a continuing basis and will mature nine
months or more from the Issue Date (hereinafter defined) as selected by the
purchaser and agreed to by MichCon. Each New Bond will bear interest at a fixed
or variable rate selected by the purchaser and agreed to by MichCon.
Reference is made to the applicable Prospectus Supplement for the following
terms of the New Bonds: (1) the specific designation and series of such New
Bonds; (2) the purchase price of such New Bonds (the "Issue Price"), which may
be expressed as a percentage of the principal amount at which such New Bonds
will be issued; (3) the date on which such New Bonds will be issued (the "Issue
Date"); (4) the date or dates on which the principal of such New Bonds will be
payable (the "Maturity Date"); (5) the rate(s) per annum at which such New Bonds
will bear interest (the "Interest Rate") if any, or the method of determination
of such rate; (6) the date from which any such interest shall accrue; (7) the
terms of redemption, if any; and (8) any other terms of such New Bonds not
inconsistent with the provisions of the Indenture.
The New Bonds will be issued as fully registered bonds without coupons. If
so provided in the Prospectus Supplement, the Company may provide for the
issuance of uncertificated bonds in addition to or in place of certificated
bonds. The New Bonds will be exchangeable by holders for New Bonds of the same
aggregate principal amount, but of different authorized denomination or
denominations, which have the same Issue Date, Maturity Date, Interest Rate, and
redemption provisions, if any. Such exchanges are to be made without service
charge (other than any stamp tax or other governmental charge).
SECURITY AND PRIORITY
The Indenture constitutes a first mortgage lien (subject to exceptions and
reservations set forth therein, to "permissible encumbrances", and to various
matters specified under "Business; Franchises" and "Properties" in MichCon's
Form 10-K) upon substantially all of the fixed property and franchises of
MichCon, consisting principally of gas distribution and transmission lines and
systems, underground storage fields and buildings, including property of the
character initially mortgaged which has been or may be acquired by MichCon
subsequent to the execution and delivery of the Indenture. It prohibits creation
of prior liens upon the mortgaged property, other than "permissible
encumbrances", but, within specified limitations in certain cases, property may
be acquired subject to preexisting liens or purchase money and other liens
created at the time or in connection with the acquisition of such property. The
property excepted from the lien of the Indenture consists principally of cash
(unless deposited with the Trustee under the Indenture), accounts receivable,
gas stored in reservoirs except to the extent specially pledged, materials and
supplies, securities, vehicles and leases. (Granting Clauses, Part II, Article I
and Section 5.08, 5.10 and 5.11.)
The Indenture does not contain any debt covenants or provisions which would
afford bondholders protection in the event of a highly leveraged transaction.
The New Bonds will rank equally and ratably (except as to sinking fund and
other analogous funds established for the exclusive benefit of a particular
series) with all Bonds, regardless of series, from time to time issued and
outstanding under the Indenture.
RELEASE OF PROPERTY
Unless an event of default shall have occurred and be continuing, the
Company is entitled to possess, use and enjoy all the property and
appurtenances, franchise and rights conveyed by the Indenture. Subject to
various limitations and requirements, the Company may obtain a release of any
part of the mortgaged property, except prior lien bonds, upon receipt by the
Trustee of cash, as adjusted, equal to the consideration, if any, received or to
be received from the sale, surrender or other disposition of the property to be
released or the then fair value thereof (which ever shall be greater). (Article
VII.)
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ISSUANCE OF ADDITIONAL BONDS
Additional Bonds may be issued under the Indenture in principal amounts
(unlimited except as provided by law) equal to:
(1) 70% of the cost or fair value to the Company, whichever is less,
of unbonded net property additions made after December 31, 1943 (subject to
deductions in certain cases, if such net property additions secure prior
lien bonds); and
(2) the sum of the principal amount of Bonds previously issued under
the Indenture, and of prior lien bonds theretofore deducted under the
Indenture, which have been retired or are then being retired and have not
theretofore been bonded; and
(3) the amount of cash deposited with the Trustee for such purpose.
Bonds may be issued on the basis of net property additions which include
substantially all utility property subject to the Indenture (Part II, Article
III) or deposit of cash only if net earnings available for interest and
depreciation (before deduction for income taxes) for any specified 12
consecutive calendar months within the preceding 15 months equal 2 1/2 times
annual interest charges on the Bonds and any prior lien bonds. Such earnings
requirement need not be met where Bonds are to be issued against Bonds or prior
lien bonds which have been or are being retired as described in (2) above if the
Bonds to be issued bear interest at a lower rate than the Bonds or prior lien
bonds which have been or are to be retired, or if the proceeds from the Bonds to
be issued are used to refund Bonds or prior lien bonds which have been retired
within two years prior to such issuance unless additional Bonds requiring an
earnings certificate have been issued in the period between the retirement of
the retired Bonds and the issuance of the New Bonds.
As of September 30, 1996, MichCon had approximately $1.079 billion of
unbonded net property additions, which would entitle it to issue approximately
$755 million principal amount of additional Bonds on the basis of unbonded net
property additions as discussed under (1) in the second preceding paragraph, and
had further additional capacity to issue $5 million principal amount of New
Bonds on the basis of Bonds previously issued under the Indenture, which have
been retired and have not theretofore been bonded as discussed under (2) in the
second preceding paragraph. The New Bonds will be issued upon the basis of 70%
of the cost or fair value of unbonded net property additions as discussed under
(1) in the second preceding paragraph, upon the basis of retired Bonds, as
discussed under (2) in the second preceding paragraph and/or cash deposited with
the Trustee for such purpose, as discussed under (3) in the second preceding
paragraph.
WITHDRAWAL OF CERTAIN CASH
Cash deposited with the Trustee as a basis for the issuance of additional
Bonds may be withdrawn by MichCon in amounts described in (1) and (2) under
"Issuance of Additional Bonds". (Part II, Section 8.01.)
DEFEASANCE
The Company may require the discharge of the Indenture or treat a series of
Bonds as no longer outstanding thereunder if: (1) the Company deposits with the
Trustee monies or certain obligations of the United States of America or certain
securities which are guaranteed by, or backed by obligations of, the United
States of America, in an amount sufficient to pay, when due, the principal,
premium if any, and any interest due and to become due; and (2) the Company
delivers an opinion of counsel to the effect that registration is not required
under the Investment Company Act of 1940, applicable laws are not violated, and
such discharge will not result in a taxable event with respect to the Bonds the
payment of which is being provided for. In such event, the obligation of the
Company duly and punctually to pay and cause to be paid the principal, premium,
if any, and interest in respect of such Bonds shall be completely discharged.
Thereafter, the holders of such Bonds shall be entitled to payment only out of
funds on deposit with the Trustee as aforesaid for their payment. (Part II,
Article XVI.)
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MODIFICATION OF INDENTURE
In general, modifications or alterations of the Indenture and of the rights
or obligations of the Company and of the bondholders, as well as waivers of
compliance with the Indenture, may be made with the consent of holders of 60% of
the Bonds, or, if less than all series of Bonds are adversely affected, the
consent of the holders of 60% of the Bonds adversely affected. No such
modification, alteration or waiver may be made which will (1) permit the
extension of the time or times of payment of the principal of, or the interest
or the premium (if any) on, any Bond, or a reduction in the rate of interest
thereon, or otherwise affect the terms of payment of the principal of, or the
interest or the premium (if any) on, any Bond, or affect the right of any
bondholder to institute suit for the enforcement of any such payment on or after
the due date thereof, (2) otherwise than as permitted by the Indenture, permit
the creation of any lien ranking prior or equal to the lien of the Indenture
with respect to any of the mortgaged properties or (3) permit the reduction of
the percentage of Bonds required for the making of any such modification,
alteration or waiver. (Part II, Article XIV.)
CONCERNING THE TRUSTEES
The Trustee (Citibank, N.A.) has acted as paying agent on the outstanding
Bonds and will act in the same capacity with respect to the New Bonds. It is
also a depositary of funds of the Company. Robert T. Kirchner is Individual
Trustee. Mr. Kirchner is an Officer of Citibank, N.A.
DEFAULT AND NOTICE THEREOF TO BONDHOLDERS
The Indenture provides that, in case of an event of default as defined
therein, the Trustee or the holders of not less than 25% in principal amount of
the Bonds may declare the principal and all accrued and unpaid interest of all
Bonds, if not already due, to be immediately due and payable. The Trustee, upon
request of the holders of a majority in principal amount of the outstanding
Bonds, shall waive such default and rescind any such declaration if such default
is cured. The holders of a majority in principal amount of the Bonds shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustees and of exercising any power or trust
conferred upon the Trustees, but under certain circumstances, the Trustees may
decline to follow such directions or to exercise certain of their powers.
Bondholders have no right to enforce any remedy under the Indenture unless
the Trustees have first had a reasonable opportunity to do so following notice
of default to the Trustee and request by the holders of 25% in principal amount
of the Bonds for action by the Trustees with offer of indemnity satisfactory to
the Trustees against cost, expenses and liabilities that may be incurred
thereby, but this provision does not impair the absolute right of any bondholder
to enforce payment of the principal of and interest on his Bond when due. (Part
II, Article IX.)
The Indenture provides that the following shall constitute events of
default: failure to pay any installment of interest on any Bond when due and
payable, and continuance of such failure for 60 days; failure to pay the
principal of any Bond when due and payable, whether at maturity, in connection
with any sinking fund payment, or otherwise; failure to pay any installment of
interest on any prior lien bonds, and continuance of such failure for the period
of grace, if any, specified in the prior lien securing such bonds; failure to
pay any installment applied to the purchase or redemption of any Bond, and
continuance of such failure for 60 days; failure to pay the principal of any
prior lien bond when due and payable, whether at maturity or otherwise; failure
on the part of the Company to perform or observe any other covenant, agreement
or condition contained in the Indenture or in the Bonds or any prior lien bonds,
continuance of such failure for 90 days after written notice to the Company by
the Trustee or by the holders of not less than 25% in principal amount of the
Bonds; and insolvency or bankruptcy, receivership or similar proceedings
initiated by the Company, or initiated against the Company and not dismissed or
stayed within 45 days; and failure to renew or extend its corporate charter upon
or prior to the expiration of such under the provision of its Articles of
Incorporation or of law.
The Indenture provides that the Trustees shall give to the bondholders
notice of the happening of a default known to them within 90 days after the
occurrence thereof (disregarding any period of grace in the
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defaults referred to above) unless such default shall have been cured, but
except in case of default in the payment of principal, premium, if any, or
interest on the Bonds or in the payment of any sinking fund installment, the
Trustees may withhold such notice if and so long as the board of directors, the
executive committee or a trust committee of directors or responsible officers of
the Trustee in good faith determine that the withholding of such notice is in
the interest of the bondholders. (Part II, Sections 9.01 and 12.03.)
BOOK-ENTRY NOTES
The New Bonds may be issued in whole or in part in the form of one or more
Global Securities (as such term is defined below) that will be deposited with,
or on behalf of, a Depositary ("Depositary") or its nominee identified in the
applicable Prospectus Supplement. In such a case, one or more Global Securities
will be issued in a denomination or aggregate denomination equal to the portion
of the aggregate principal amount of outstanding New Bonds to be represented by
such Global Security or Global Securities. Unless and until it is exchanged in
whole or in part for New Bonds in registered form, a Global Security may not be
registered for transfer or exchange except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any nominee to a successor Depositary or a nominee of such
successor Depositary and except in the circumstances described in the applicable
Prospectus Supplement. The term "Global Security", when used with respect to any
New Bonds, means a New Bond that is executed by the Company and authenticated
and delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction, which shall be registered in the name of the Depositary or its
nominee and which shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the outstanding New Bonds or any
portion thereof, in either case having the same terms, including, without
limitation, the same original issue date, date or dates on which principal is
due, and interest rate or method of determining interest.
The specific terms of the depositary arrangement with respect to any
portion of New Bonds to be represented by a Global Security will be described in
the applicable Prospectus Supplement. The Company expects that the following
provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, New
Bonds which are to be represented by a Global Security to be deposited with or
on behalf of a Depositary will be represented by a Global Security registered in
the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the New Bonds represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such New Bonds or, if such New Bonds are offered and
sold directly by the Company, by the Company. Ownership of beneficial interests
in such Global Security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial interests by
participants in such Global Security will be shown on, and the transfer of that
ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture. Unless
otherwise specified in the applicable Prospectus Statement, owners of beneficial
interests in such Global Security will not be entitled to have New Bonds
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of New Bonds in certificated form
and will not be considered the holders thereof for any purposes under the
Indenture. Accordingly, each person owning a beneficial interest in such Global
Security must rely on the procedures of the Depositary and, if such person is
not a
8
10
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture. The
Company understands that under existing industry practices, if the Company
requests any action of holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a holder is
entitled to give or take under the Indenture, the Depositary would authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
VALIDITY OF SECURITIES
The validity of the New Bonds offered hereby will be passed upon for the
Company by Susan K. McNish, Vice President, General Counsel and Secretary of
MichCon and for any agents or underwriters by LeBoeuf, Lamb, Greene & MacRae,
L.L.P., a limited liability partnership including professional corporations, 125
West 55th Street, New York, New York. LeBoeuf, Lamb, Greene & MacRae, L.L.P.
from time to time renders legal services to MichCon.
EXPERTS
The consolidated financial statements and related financial statement
schedule incorporated in this prospectus by reference from MichCon's Annual
Report on Form 10-K for the year ended December 31, 1995 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
PLAN OF DISTRIBUTION
The Company may sell any series of the New Bonds (i) to or through
underwriters; (ii) to or through dealers; (iii) directly to purchasers; or (iv)
through agents. A Prospectus Supplement will set forth the terms of the offering
of the New Bonds; including the name or names of any underwriters, dealers or
agents, the purchase price of such New Bonds and the proceeds to the Company
from such sale, any underwriting discounts and other items constituting
underwriters' or agents' compensation, any initial public offering price, any
discounts or concessions allowed or reallowed or paid to dealers and any
securities exchange on which such New Bonds may be listed. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time. Only firms named in the Prospectus
Supplement or a related pricing supplement, if applicable, will be deemed to be
underwriters, dealers or agents in connection with the New Bonds offered
thereby, and if any of the firms expressly referred to below is not named in
such Prospectus Supplement or a related pricing supplement, then such firm will
not be a party to the underwriting or distribution agreement in respect of such
New Bonds, will not be purchasing any such New Bonds from the Company and will
have no direct or indirect participation in the underwriting or other
distribution of such New Bonds, although it may participate in the distribution
of such New Bonds under circumstances entitling it to a dealer's commission.
If underwriters are used in the sale, the New Bonds will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The New Bonds may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters (which may include Merrill Lynch & Co. (Merrill
Lynch, Pierce, Fenner & Smith Incorporated), or such other underwriter or
underwriters as may be designated by the Company) or directly by one or more
underwriters. The underwriter or underwriters with respect to a particular
underwritten offering of New Bonds will be named in the Prospectus relating to
such offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover of such Prospectus
Supplement. Unless
9
11
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the New Bonds offered thereby will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all of such New Bonds if any are purchased.
The New Bonds may be sold directly by the Company or through agents
designated by the Company, from time to time. The Prospectus Supplement will set
forth the name of any agent involved in the offer or sale of the New Bonds in
respect of which the Prospectus Supplement is delivered and any commissions
payable by the Company to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis for
the period of its appointment.
The New Bonds may be sold directly by the Company to investors or others
who may be deemed to be underwriters within the meaning of the Securities Act
with respect to any resale thereof. The terms of any such sales will be
described in the Prospectus Supplement relating thereto.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase the New Bonds from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such underwriters, dealers or agents may be
required to make in respect thereof. Underwriters, dealers and agents may engage
in transactions with, or perform services for the Company in the ordinary course
of business.
The New Bonds may or may not be listed on a national securities exchange.
No assurance can be given that there will be a market for the New Bonds.
10
12
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IN
CONNECTION WITH AN OFFER MADE BY THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON,
UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND ANY PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING
SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PAGE
----
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 4
Use of Proceeds....................... 4
Ratio of Earnings to Fixed Charges.... 4
Description of the New Bonds.......... 4
Validity of Securities................ 9
Experts............................... 9
Plan of Distribution.................. 9
================================================================================
================================================================================
MICHIGAN CONSOLIDATED
GAS COMPANY
FIRST MORTGAGE BONDS
---------------------------
PROSPECTUS
---------------------------
================================================================================
13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation are:
SEC Registration Fee.............................................................. $ 78,788
Mortgage Recording Fees........................................................... 5,000*
Printing and Engraving............................................................ 20,000*
Trustee Fees...................................................................... 70,000*
Legal Fees........................................................................ 30,000*
Accounting Fees................................................................... 50,000*
Rating Agency Fees................................................................ 200,000*
Miscellaneous..................................................................... 21,212*
--------
Total........................................................................ $475,000
========
- -------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-Laws and the Michigan Business Corporation Act ("MBCA")
permit the Company's officers and directors to be indemnified under certain
circumstances for expenses and, in some instances, for judgments, fines or
amounts paid in settlement of civil, criminal, administrative and investigative
suits or proceedings, including those involving alleged violations of the
Securities Act of 1933. There is directors' and officers' liability insurance
presently outstanding which insures the directors and officers of the Company
against claims arising out of the performance of their duties. Any agreement
relating to the issuance and sale of the New Bonds may provide for
indemnification by the underwriters, dealers or agents of the directors and
officers of the Company against certain civil liabilities, including liabilities
under the Securities Act of 1933.
MichCon has entered into indemnification contracts with each officer and
director of MichCon that contain provisions similar to the provisions of the
MBCA referred to above.
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14
ITEM 16. LIST OF EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- ------- -----------
1-1 Form of Distribution Agreement (to be filed on a subsequent Form 8-K).
4-1 Twenty-ninth Supplemental Indenture dated July 15, 1989 (Exhibit 4-1 to Form 8-K
dated July 27, 1989); Thirtieth Supplemental Indenture dated as of September 1, 1991
(Exhibit 4-1 to Form 8-K dated September 27, 1991); Thirty-first Supplemental
Indenture (Exhibit 4-1 to Form 8-K dated February 28, 1992); Thirty-second
Supplemental Indenture (Exhibit 4-1 to 1992 Form 10-K); and Thirty-third
Supplemental Indenture (Exhibit 4-2 to Registration Statement No. 33-59093).
4-2 Thirty-fourth Supplemental Indenture relating to the Secured Medium-Term Notes,
Series C.*
5-1 Opinion of Susan K. McNish, Vice President, General Counsel and Secretary for
MichCon.*
12-1 Computation of Ratio of Earnings to Fixed Charges.*
23-1 Independent Auditors' Consent -- Deloitte & Touche LLP.*
23-2 Consent of Susan K. McNish, Vice President, General Counsel and Secretary of MichCon
(included in Exhibit 5-1).
24-1 Powers of Attorney.*
24-2 Board resolution authorizing issuance of First Mortgage Bonds.*
25-1 Statement of Eligibility and Qualification of Citibank, N.A. and Robert T.
Kirchner.*
- -------------------------
* Indicates documents filed herein.
References are to MichCon (File No. 1-7310) for documents incorporated by
reference.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") that are incorporated by reference in this
Registration Statement;
II-2
15
(b) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering;
(d) That, for purposes of determining any liability under the 1933
Act, each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the 1934 Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions of the Company's By-Laws, the
Michigan Business Corporation Act or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action suit or proceeding) is
asserted by such director, officer, or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the 1933 Act and will be covered by the final adjudication of such issue.
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16
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 November 18, 1996.
MICHIGAN CONSOLIDATED GAS COMPANY
By: /s/ DAVID R. NOWAKOWSKI
------------------------------------
DAVID R. NOWAKOWSKI
Vice President, Controller,
Treasurer and Chief
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the date indicated.
TITLE DATE
----- ----
* Director, Chairman November 18, 1996
- ----------------------------------------
Alfred R. Glancy III
* Director, President and November 18, 1996
- ---------------------------------------- Chief Executive Officer
Stephen E. Ewing
* Director, Vice President and November 18, 1996
- ---------------------------------------- Chief Financial Officer
Howard L. Dow III
/s/ DAVID R. NOWAKOWSKI Vice President, Controller, November 18, 1996
- ---------------------------------------- Treasurer and Chief
David R. Nowakowski Accounting Officer
* Director, Senior Vice President, November 18, 1996
- ---------------------------------------- Regional Operations
Carl J. Croskey
* Director November 18, 1996
- ----------------------------------------
William K. McCrackin
* Director November 18, 1996
- ----------------------------------------
Daniel L. Schiffer
* Director, Senior Vice President, November 18, 1996
- ---------------------------------------- Process Development
John E. vonRosen
*By: /s/ DAVID R. NOWAKOWSKI
- ----------------------------------------
David R. Nowakowski
Attorney-in-Fact
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17
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------ -----------
1-1 Form of Distribution Agreement (to be filed on a subsequent Form 8-K).
4-1 Twenty-ninth Supplemental Indenture dated July 15, 1989
(Exhibit 4-1 to Form 8-K dated July 27, 1989); Thirtieth Supplemental Indenture
dated as of September 1, 1991 (Exhibit 4-1 to Form 8-K dated September 27, 1991);
Thirty-first Supplemental Indenture (Exhibit 4-1 to Form 8-K dated February 28,
1992); Thirty-second Supplemental Indenture (Exhibit 4-1 to 1992 Form 10-K); and
Thirty-third Supplemental Indenture (Exhibit 4-2 to Registration Statement No.
33-59093).
4-2 Thirty-fourth Supplemental Indenture relating to the New Bonds.*
5-1 Opinion of Susan K. McNish, Vice President, General Counsel and Secretary for
MichCon.*
12-1 Computation of Ratio of Earnings to Fixed Charges.*
23-1 Independent Auditors' Consent -- Deloitte & Touche LLP.*
23-2 Consent of Susan K. McNish, Vice President, General Counsel and Secretary of MichCon
(included in Exhibit 5-1).
24-1 Powers of Attorney.*
24-2 Board resolution authorizing issuance of First Mortgage Bonds.*
25-1 Statement of Eligibility and Qualification of Citibank, N.A. and Robert T.
Kirchner.*
- -------------------------
* Indicates documents filed herein.
References are to MichCon (File No. 1-7310) for documents incorporated by
reference.
II-5