-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QZNmNu4ku/7/2SHAehgsWah6IpCuNy/+7VetuYUw1sDAY8jhgfpfjD8mMVgbjJAg k1pll8W5l5gscHFk+9ZQEQ== 0000950124-96-000016.txt : 19960103 0000950124-96-000016.hdr.sgml : 19960103 ACCESSION NUMBER: 0000950124-96-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960101 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960102 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DETROIT EDISON CO CENTRAL INDEX KEY: 0000028385 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 380478650 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02198 FILM NUMBER: 96500153 BUSINESS ADDRESS: STREET 1: 2000 SECOND AVE - 2112 WCB CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3132378000 8-K 1 FORM 8-K 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): 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) 2 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. 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. THE DETROIT EDISON COMPANY By:/s/ John E. Lobbia John E. Lobbia Chairman and Chief Executive Officer Date: January 1, 1996 4 EXHIBIT INDEX Page No. Exhibit Number Document Description --------- 2(a) Agreement and Plan of Exchange 2(b) Certificate of Share Exchange EX-2.A 2 EXHIBIT 2(A) 1 EXHIBIT 2(a) AGREEMENT AND PLAN OF EXCHANGE THIS AGREEMENT AND PLAN OF EXCHANGE (this "Agreement"), dated as of December 13, 1995, is between THE DETROIT EDISON COMPANY, a Michigan corporation (the "Company"), whose shares will be acquired pursuant to the Exchange described herein, and DTE ENERGY COMPANY (formerly DTE Holdings, Inc.), a Michigan corporation ("Holding Company"), the acquiring company. The Company and Holding Company are hereinafter referred to, collectively, as the "Companies." W I T N E S S E T H: WHEREAS, the authorized capital of the Company is $4,704,748,400, consisting of (a) 400,000,000 shares of common stock, $10 par value per share ("Company Common Stock"), of which 145,119,875 shares are issued and outstanding, (b) 6,747,484 shares of preferred stock, $100 par value ("Company Preferred Stock"), of which 3,351,223 shares are issued and outstanding in five series and (c) 30,000,000 shares of preference stock, $1 par value ("Company Preference Stock"), of which no shares are issued and outstanding; WHEREAS, Holding Company is a wholly owned subsidiary of the Company with authorized capital stock consisting of (a) 400,000,000 shares of common stock, without par value ("Holding Company Common Stock"), of which 1,000 shares are issued and outstanding and owned of record by the Company and (b) 5,000,000 shares of preferred stock, without par value ("Holding Company Preferred Stock"), of which no shares are issued and outstanding; WHEREAS, the Boards of Directors of the respective Companies deem it desirable and in the best interests of the Companies and their shareholders that Holding Company acquire each share of Company Common Stock issued and outstanding at the Effective Time (as hereinafter defined) and that each such share of Company Common Stock be exchanged for a share of Holding Company Common Stock with the result that Holding Company becomes the owner of all outstanding Company Common Stock and that each holder of Company Common Stock becomes the owner of an equal number of shares of Holding Company Common Stock, all on the terms and conditions hereinafter set forth; WHEREAS, the execution and delivery of this Agreement by the Company and Holding Company and the Exchange and the related transactions have been approved, to the extent required, by orders, authorizations or approvals of the Federal Energy Regulatory Commission under the Federal Power Act and the Nuclear Regulatory Commission under the Atomic Energy Act; WHEREAS, the Board of Directors of the Company and Holding Company have recommended that their respective shareholders approve the Exchange and this Agreement and this Agreement has been adopted by the requisite vote of the holders of Company Common Stock and by the requisite vote of the shareholder of Holding Company pursuant to the Michigan Business Corporation Act (the "Act"). NOW, THEREFORE, in consideration of the premises, and of the agreements, covenants, and conditions hereinafter contained, and subject to satisfaction of the conditions herein contained, the parties hereto agree with respect to the acquisition and exchange provided for herein (the "Exchange") that at the Effective Time each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be exchanged for one share of Holding Company Common Stock, and that the terms and conditions of the Exchange and the method of carrying the same into effect are as follows: 2 ARTICLE I Subject to the satisfaction of the conditions and obligations of the parties hereto, the Exchange will be effective at 12:01 A.M., Detroit, Eastern Standard Time, on January 1, 1996, and upon the filing with the Corporation and Securities Bureau of the Michigan Department of Commerce (the "Michigan Bureau") of a Certificate of Share Exchange ("Certificate") with respect to the Exchange or at such later time as may be stated in the Certificate (the time at which the Exchange becomes effective being referred to herein as the "Effective Time"). ARTICLE II At the Effective Time: (1) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be acquired by Holding Company and shall be exchanged for one share of Holding Company Common Stock, which shall thereupon be fully paid and nonassessable; (2) Holding Company shall become the owner and holder of each issued and outstanding share of Company Common Stock so exchanged; (3) Each share of Holding Company Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and shall thereupon constitute an authorized and unissued share of Holding Company Common Stock; and (4) The former owners of Company Common Stock shall be entitled only to receive shares of Holding Company Common Stock as provided herein. Shares of Company Preferred Stock and shares of Company Preference Stock shall not be exchanged or otherwise affected in connection with the Exchange. Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall continue to be issued and outstanding following the Exchange and shall continue to be a share of Company Preferred Stock of the applicable series designation. Pursuant to the Company's Restated Articles of Incorporation it has redeemed its Convertible Cumulative Preferred Stock, 5 1/2% Series. ARTICLE III The consummation of the Exchange is subject to the following conditions precedent: (1) The satisfaction of the respective obligations of the parties hereto in accordance with the terms and conditions herein contained; (2) The execution and filing of an appropriate Certificate with the Michigan Bureau pursuant to the Act; (3) The approval for listing upon official notice of issuance, by the New York Stock Exchange and the Chicago Stock Exchange, of Holding Company Common Stock to be issued in accordance with this Agreement; (4) The receipt and continued effectiveness of such orders, authorizations, approvals or waivers from all jurisdictive regulatory bodies, boards or agencies, in addition to the orders or approvals referred to in the fourth Whereas clause hereof, which are required in connection with the Exchange and related transactions; and (5) receipt of either an opinion of counsel or a ruling from the Internal Revenue Service, in either case acceptable to the Board of Directors of the Company, as to the federal income tax consequences of the Exchange. 3 ARTICLE IV This Agreement may be amended, modified or supplemented, or compliance with any provision or condition hereof may be waived, at any time, by the mutual consent of the Boards of Directors of the Company and of Holding Company at any time prior to the time the Certificate is filed with the Michigan Bureau; provided, however, that no such amendment, modification, supplement or waiver shall be made or effected if such amendment, modification, supplement or waiver would, in the sole judgment of the Board of Directors of the Company, materially and adversely affect the shareholders of the Company. This Agreement may be terminated and the Exchange and related transactions abandoned at any time prior to the time the Certificate is filed with the Michigan Bureau, if the Board of Directors of the Company determines, in its sole judgment, that consummation of the Exchange would for any reason be inadvisable or not in the best interests of the Company or its shareholders. ARTICLE V This Agreement has been submitted to the holders of Company Common Stock and to the sole holder of Holding Company Common Stock for approval as provided by the Act. The affirmative vote of the holders of a majority of the outstanding Company Common Stock was received constituting the adoption of this Agreement. The affirmative vote of the holder of all of the outstanding shares of Holding Company Common Stock was received constituting the adoption of this Agreement. ARTICLE VI Following the Effective Time, each holder of an outstanding certificate or certificates theretofore representing shares of Company Common Stock may, but shall not be required to, surrender the same to Holding Company for cancellation and reissuance of a new certificate or certificates in such holder's name or for cancellation and transfer, and each such holder or transferee will be entitled to receive a certificate or certificates representing the same number of shares of Holding Company Common Stock as the shares of Company Common Stock previously represented by the certificate or certificates surrendered. Until so surrendered or presented for transfer, each outstanding certificate which, immediately prior to the Effective Time, represents Company Common Stock shall be deemed and treated for all corporate purposes to represent the ownership of the same number of shares of Holding Company Common Stock as though such surrender or transfer and exchange had taken place. The holders of Company Common Stock at the Effective Time shall have no right to have their shares of Company Common Stock transferred on the stock transfer books of the Company, and such stock transfer books shall be deemed to be closed for this purpose at the Effective Time. ARTICLE VII Prior to or as of the Effective Time, each director of the Company who is not then also a director of Holding Company shall become a director of Holding Company. Each director of the Company as of the Effective Time shall also remain a director of the Company. ARTICLE VIII At the Effective Time, Holding Company shall adopt a dividend reinvestment plan ("Holding Company DRIP") substantially similar to the Company's Dividend Reinvestment Plan ("Company DRIP") in effect immediately prior to the Effective Time and the Company DRIP shall be discontinued. At the Effective Time, all shares of Company Common Stock held under the Company DRIP (including fractional and uncertificated shares) shall be converted to shares (including fractional and uncertificated shares) of Holding Company Common Stock and shall be held pursuant to the Holding Company DRIP. At the Effective Time, Holding Company shall adopt, become subject to and/or agree to issue Holding Company Common Stock in connection with each Savings and Investment Plan of the Company and the Company's Long-Term Incentive Plan. 4 IN WITNESS WHEREOF, each of the Company and Holding Company, pursuant to authorization and approval given by its Board of Directors, has caused this Agreement to be executed by its Chairman and Chief Executive Officer and its corporate seal to be affixed hereto and attested by this Assistant Corporate Secretary as of the date first above written. THE DETROIT EDISON COMPANY By: /s/ ------------------------------------ John E. Lobbia Chairman and Chief Executive Officer ATTEST: /s/ - ------------------------------- Elaine M. Godfrey Assistant Corporate Secretary DTE ENERGY COMPANY By: /s/ ------------------------------------ John E. Lobbia Chairman and Chief Executive Officer ATTEST: /s/ - ------------------------------ Elaine M. Godfrey Assistant Corporate Secretary EX-2.B 3 EXHIBIT 2(B) 1 EXHIBIT (2b) MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU Date Received (FOR BUREAU USE ONLY) Name Elaine M. Godfrey Address 2000 2nd Avenue, Room 2412 City State ZIP Code Detroit Michigan 48226 EFFECTIVE DATE: DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE CERTIFICATE OF SHARE EXCHANGE FOR USE BY DOMESTIC PROFIT OR FOREIGN ACQUIRING PROFIT CORPORATIONS (Please read information and instructions on last page) Pursuant to the provsions of Act 284, Public Acts of 1972 (profit corporations), the undersigned corporations execute the following Certificate: 1. a. The name of each corporation whose shares will be acquired and its corporation identification number is: The Detroit Edison Company 285-655 - b. The name of the surviving (new) corporation and its corporation identification number is: DTE Energy Company 232-099 2. The manner and basis of exchanging the shares to be acquired as set forth in the plan of exchange: The manner and basis of exchange shares is set forth in Article II of the Agreement and Plan of Exchange, which is attached hereto and incorporated herein. 3. (Complete for any foreign corporation only) This share exchange is permitted by the laws of the state of N/A ____________ the jurisdiction under which _____________________________________________ (name of foreign corporation) is organized and the plan of share exchange was adopted and approved by such corporation pursuant to and in accordance with the laws of that jurisdiction. 2 4. (Complete only if an effective date is desired other than the date of filing. This date must be no more than 90 days after receipt by the administrator). The share exchange shall be effective on the 1st day of January, 1996. 5. (Complete applicable section for each constituent corporation) a. The plan of share exchange has been adopted by the Board of Directors of the following corporations in accordance with Section 702 of the Act: The Detroit Edison Company - January 23, 1995 DTE Energy Company - January 26, 1995 b. The plan of share exchange was approved by the shareholders of the following constituent corporations in accordance with Section 703a: The Detroit Edision Company - April 24, 1995 DTE Energy Company - December 11, 1995 6. The plan of share exchange will be furnished by the acquiring corporation, on request and without cost, to any shareholder of any constituent corporation. Signed this 19th day of December, 1995. DTE Energy Company ____________________________________________________________ (Name of Corporation) John E. Lobbia Chairperson By _________________________________________________________ (Only signature of: President, Vice-President, Chairperson or Vice-Chairperson) Signed this 19th day of December, 1995. The Detroit Edison Company ____________________________________________________________ (Name of Corporation) John E. Lobbia Chairperson By _________________________________________________________ (Only signature of: President, Vice-President, Chairperson or Vice-Chairperson) -----END PRIVACY-ENHANCED MESSAGE-----