-----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, GLwp2oM2OL4VfQ2tTf5e5+Z/xlTDflwiS4zfGR/N4roYvDhlqCTzh3mcZxxEv8TC cBu7Dae7UVKh/x+tlxc2eg== 0000950124-96-005149.txt : 19961120 0000950124-96-005149.hdr.sgml : 19961120 ACCESSION NUMBER: 0000950124-96-005149 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19961118 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHIGAN CONSOLIDATED GAS CO /MI/ CENTRAL INDEX KEY: 0000065632 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 380478040 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16285 FILM NUMBER: 96668328 BUSINESS ADDRESS: STREET 1: 500 GRISWOLD ST CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 3139652430 S-3 1 FORM S-3 1 As filed with the Securities and Exchange Commission on November 18, 1996 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ 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) ------------------ 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) ------------------ 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
- ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------ 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** - ------------------------------------------------------------------------------------------------------------------ First Mortgage Bonds.................... $260,000,000 100%* $ 260,000,000 $78,788 - ------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------
* 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. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 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 ------------------------ 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. ------------------------ 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. ------------------------ The date of this Prospectus is , 1996. 3 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. ------------------------- 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 2 4 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. 3 5 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 ------------- ---- ---- ---- ---- ---- Ratio of Earnings to Fixed Charges(1)(2)......... 3.62 3.47 3.26 3.58 2.99 2.53
- ------------------------- (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. 4 6 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.) 5 7 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.) 6 8 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 7 9 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. II-1 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. II-3 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
II-4 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 EX-4.2 2 EX-4.2 1 EXHIBIT 4.2 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THIRTY-FOURTH SUPPLEMENTAL INDENTURE TO INDENTURE OF MORTGAGE AND DEED OF TRUST DATED AS OF MARCH 1, 1944 --------------------- AS RESTATED IN PART II OF THE TWENTY-NINTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989 WHICH BECAME EFFECTIVE ON APRIL 1, 1994 --------------------- MICHIGAN CONSOLIDATED GAS COMPANY TO CITIBANK, N.A. AND ROBERT T. KIRCHNER TRUSTEES DATED AS OF NOVEMBER 1, 1996 --------------------- CREATING AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED SECURED MEDIUM-TERM NOTES, SERIES C DUE FROM 9 MONTHS OR MORE FROM DATE OF ISSUE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 MICHIGAN CONSOLIDATED GAS COMPANY THIRTY-FOURTH SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 1, 1996 SUPPLEMENTAL TO INDENTURE OF MORTGAGE AND DEED OF TRUST DATED AS OF MARCH 1, 1944 TABLE OF CONTENTS* PAGE ---- Parties . . . . . . . . . . . . . . . . . . . . . . . 1 Recitals . . . . . . . . . . . . . . . . . . . . . . 1 Description of Property Acquired after Execution And Delivery of the Thirty-third Supplemental Indenture . . . . . . . . . . . . . . . . . . . . 3 PROVISIONS RELATING TO SECURED MEDIUM-TERM NOTES, SERIES C ARTICLE I CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND DISTINGUISHED AS "SECURED MEDIUM-TERM NOTES, SERIES C" SECTION 1 . . . . . . . . . . . . . . . . . . . . . . 3 Bonds of Thirty-first Series . . . . . . . . . . . 3 SECTION 2 . . . . . . . . . . . . . . . . . . . . . . 4 Redemption . . . . . . . . . . . . . . . . . . . . 4 SECTION 3 . . . . . . . . . . . . . . . . . . . . . . 6 Form of Redeemable Bond . . . . . . . . . . . . . 6 Form of Non-Redeemable Bond . . . . . . . . . . . 11 SECTION 4 . . . . . . . . . . . . . . . . . . . . . . 15 Transfer and Exchange . . . . . . . . . . . . . . 15 SECTION 5 . . . . . . . . . . . . . . . . . . . . . . 16 Temporary Bonds . . . . . . . . . . . . . . . . . 16 ARTICLE II ISSUE OF BONDS OF THIRTY-FIRST SERIES Aggregate Principal Amount . . . . . . . . . . . . . 16 3 ARTICLE III THE TRUSTEES The Trustees . . . . . . . . . . . . . . . . . 17 ARTICLE IV MISCELLANEOUS PROVISIONS Miscellaneous Provisions . . . . . . . . . . . 17 Testimonium . . . . . . . . . . . . . . . . . 18 Executions . . . . . . . . . . . . . . . . . . 18 Acknowledgments . . . . . . . . . . . . . . . . 19 Schedule A . . . . . . . . . . . . . . . . . . 20 * NOTE: The Table of Contents is not part of the original Indenture as executed. 4 1 THIS THIRTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of November, 1996, between MICHIGAN CONSOLIDATED GAS COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of Michigan (hereinafter called the "Company"), having its principal place of business at 500 Griswold Street, Detroit, Michigan, party of the first part, and CITIBANK, N.A. (formerly First National City Bank), a national banking association incorporated and existing under and by virtue of the laws of the United States of America, having an office at 111 Wall Street in the Borough of Manhattan, The City of New York, New York, successor to CITY BANK FARMERS TRUST COMPANY (hereinafter with its predecessors as trustee called the "Trustee"), and ROBERT T. KIRCHNER, having an office at 120 Wall Street, 13th Floor, New York, New York, successor to RALPH E. MORTON as individual trustee (hereinafter with his predecessors as individual trustee called the "Individual Trustee"), as Trustees under the Indenture hereinafter mentioned, parties of the second part (the Trustee and Individual Trustee being hereinafter together referred to as the "Trustees"): WHEREAS, the Company has heretofore executed and delivered to the Trustees an Indenture of Mortgage and Deed of Trust (hereinafter called the "Original Indenture"), dated as of March 1, 1944; WHEREAS, the Twenty-ninth Supplemental Indenture, which became effective April 1, 1994 provided for the modification and restatement of the Original Indenture, as previously amended (the "Indenture") and secures the Company's First Mortgage Bonds, unlimited in aggregate principal amount except as therein otherwise provided: a Thirtieth Supplemental Indenture, dated as of September 1, 1991; a Thirty-first Supplemental Indenture, dated as of December 15, 1991; a Thirty-second Supplemental Indenture, dated as of January 5, 1993; a Thirty-third Supplemental Indenture, dated as of May 1, 1995; and 5 2 WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued under the Indenture, of 5 series (all outstanding bonds of 25 other series having been previously retired) in the principal amounts set forth below:
Amount Outstanding Designation Amount As of of Series Initially Issued 6/30/96 First Mortgage Bonds (Secured Medium-Term Notes, Series A) 9-1/8% Series due 2004................... 55,000,000 55,000,000 9-1/2% Series due 2019................... 5,000,000 5,000,000 First Mortgage Bonds 9-1/2% Series due 2021................... 40,000,000 40,000,000 First Mortgage Bonds (Secured Term Notes, Series A) 6-1/4% Series due 1997................... 50,000,000 50,000,000 8% Series due 2002....................... 70,000,000 70,000,000 7-1/2% Series due 2020................... 10,000,000 10,000,000 6-3/4% Series due 2023................... 20,000,000 18,132,000 First Mortgage Bonds (Secured Term Notes, Series B) 5-3/4% Series due 2001................... 60,000,000 60,000,000 8-1/4% Series due 2014................... 80,000,000 80,000,000 7-1/2% Series due 2020................... 20,000,000 19,928,000 7% Series due 2025....................... 40,000,000 40,000,000 First Mortgage Bonds (Secured Medium-Term Notes, Series B) 6.30% Series due 1998................... 20,000,000 20,000,000 6.51% Series due 1999................... 30,000,000 30,000,000 6.72% Series due 2003................... 4,150,000 4,150,000 6.80% Series due 2003................... 15,850,000 15,850,000 7.15% Series due 2006................... 40,000,000 40,000,000
and WHEREAS, the Company desires in and by this Thirty-fourth Supplemental Indenture to create a Thirty-first series of bonds to be issued under the Indenture, to designate or otherwise distinguish such series, to specify the particulars necessary to describe and define the same, and to specify such other provisions and agreements in respect thereof as are in the Indenture provided or permitted; and WHEREAS, the Company also desires in and by this Thirty-fourth Supplemental Indenture to record the description of, and confirm unto the Trustees, certain property acquired after the execution and delivery of the Thirty-third Supplemental Indenture, and now subject to the lien of the Indenture by virtue of the provisions thereof conveying to the Trustees property acquired after its execution and delivery; and 6 3 WHEREAS, all the conditions and requirements necessary to make this Thirty-fourth Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Thirty-fourth Supplemental Indenture in the form and with the terms hereof have been in all respects duly authorized; NOW, THEREFORE, it is agreed by and between the Company and the Trustees as follows: DESCRIPTION OF PROPERTY ACQUIRED AFTER EXECUTION AND DELIVERY OF THE THIRTY-THIRD SUPPLEMENTAL INDENTURE The Company hereby confirms unto the Trustees, and records the description of, the property described in Schedule A attached hereto and expressly made a part hereof, which property has been acquired by the Company after the execution and delivery of the Thirty-third Supplemental Indenture and which is now subject to the lien of the Indenture in all respects as if originally described therein. PROVISIONS RELATING TO SECURED MEDIUM-TERM NOTES, SERIES C ARTICLE I CREATION OF AN ISSUE OF FIRST MORTGAGE BONDS, DESIGNATED AND DISTINGUISHED AS "SECURED MEDIUM-TERM NOTES, SERIES C." SECTION 1. There is hereby created a Thirty-first series of bonds to be issued under and secured by the Indenture, to be known as "First Mortgage Bonds," designated and distinguished as "Secured Medium-Term Notes, Series C" of the Company (herein sometimes called "Bonds of Thirty-first Series"). The Bonds of Thirty-first Series may be issued without limitation as to aggregate principal amount except as provided in the Indenture and in this Thirty-fourth Supplemental Indenture. The Bonds of Thirty-first Series shall be registered bonds without coupons and shall be dated as of the date of the authentication thereof by the Trustee. Each Bond of Thirty-first Series shall mature on such date nine months or more from date of issue, shall bear interest at such rate or rates selected by the purchaser and agreed to by the Company, or selected by the Company and agreed to by the purchaser payable semi-annually on the first day of February and August of each year and at maturity (each an interest payment date) and have such other terms and provisions not inconsistent with the Indenture as the Board of Directors may determine in accordance with a resolution filed with the Trustee referring to this Thirty-fourth Supplemental Indenture; the principal, premium, if any, and interest on the Bonds of Thirty-first Series shall be payable in lawful money of the United States of America; the place where such principal and premium, if any, shall be payable shall be the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, and the place where such interest shall be payable shall be the office or agency of the Company in said Borough of Manhattan, The City of New York, New York. 7 4 So long as there is no existing default in the payment of interest on the Bonds of Thirty-first Series, all Bonds of Thirty-first Series authenticated by the Trustee after the record date hereinafter specified for any interest payment date, and prior to such interest payment date (unless the issue date hereinafter specified is after such record date) shall be dated the date of authentication, but shall bear interest from such interest payment date, and the person in whose name any Bond of Thirty-first Series is registered at the close of business on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such Bond of Thirty-first Series subsequent to the record date and on or prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Bond of Thirty-first Series is registered on the record date for the interest payment date fixed by the Company for the payment of such defaulted interest, provided that in no case shall such record date be less than ten days after notice thereof shall have been mailed to all registered holders of Bonds of Thirty-first Series; and provided that interest payable on a maturity date will be payable to the person to whom the principal thereof is payable. If the issue date of any Bond of Thirty-first Series is after such record date, such Bond shall bear interest from the issue date but payment of interest shall commence on the second interest payment date next succeeding the issue date. Any notice which is mailed as herein provided shall be conclusively presumed to have been properly and sufficiently given on the date of such mailing, whether or not the holder receives notice. The term "record date" as used herein with respect to any interest payment date shall mean the close of business on January 15 next preceding a February 1 Interest Payment Date or July 15 next preceding an August 1 Interest Payment Date, as the case may be. The term "business day" as used herein shall mean any day other than a Saturday or Sunday or a day on which the offices of the Trustee in the Borough of Manhattan, The City and State of New York, are authorized or required to be closed pursuant to authorization of law. The term "issue date" as used herein with respect to Bonds of Thirty-first Series of a designated interest rate and maturity shall mean the date of first authentication of Bonds of such designated interest rate and maturity. As used in this Section 1, the term "default in the payment of interest" means failure to pay interest on the applicable interest payment date disregarding any period of grace permitted by Section 9.01 of the Indenture. SECTION 2. Each Bond of Thirty-first Series may be redeemable prior to maturity, at the option of the Company in whole at any time or in part from time to time, or may be repayable by the Company at the option of the holder prior to its stated maturity, as the Board of Directors may determine in accordance with a resolution filed with the Trustee referring to this Thirty- fourth Supplemental Indenture, on notice given in the manner set forth in Article IV of the Indenture and as in this Section 2 provided; provided, however, that if at the time of mailing of any notice of redemption of Bonds of Thirty-first Series, the Company shall not have deposited with the Trustee and/or irrevocably directed the Trustee to apply, from money held by it 8 5 available to be used for the redemption of Bonds of Thirty-first Series, an amount in cash sufficient to redeem all of the Bonds of Thirty-first Series called for redemption, such notice may state that it is subject to the receipt of the redemption monies by the Trustee before the date fixed for redemption and such notice shall be of no effect unless such monies are so received before such date; provided further, however, that any Bond of the Thirty-first Series may state that it may not be redeemed at the option of the Company through a refunding, directly or indirectly, by or in anticipation of the incurring of any debt which has an interest cost to the Company of less than the effective interest cost of such Bond. The term "interest cost to the Company" shall mean the annual percentage yield to stated maturity of the debt at the net price to the Company therefore, determined by reference to a standard table of bond yields, with a straight-line interpolation if necessary. The "net price to the Company" shall be determined after adding all premiums and deducting all discounts, commissions, stand-by or commitment charges and any other compensation received or receivable directly from the Company by underwriters, investment bankers or other financing agents or purchasers. Prior to each redemption of any Bonds of Thirty-first Series at the option of the Company which by their terms are subject to the restrictions of this proviso, the Company will deliver to the Trustee an officers' certificate showing compliance with the proviso in the third preceding sentence prior to the "Limitation Date" specified on such Bonds. In case the Company shall at any time elect to redeem all or any part of the Bonds of Thirty-first Series, it shall give notice to the effect that it intends to redeem all or a part thereof, as the case may be, on a date therein designated, specifying in case of a redemption of a part of the Bonds of Thirty-first Series the distinctive numbers of the bonds to be redeemed and, if applicable, the portion of the bond to be redeemed and if at the time of mailing of any such notice of redemption of Bonds of Thirty-first Series the Company shall not have deposited with the Trustee and/or irrevocably directed the Trustee to apply, from money held by it available to be used for the redemption of Bonds of Thirty-first Series an amount in cash sufficient to redeem all of the bonds called for redemption, including accrued interest to such date fixed for redemption, such notice may state that it is subject to the receipt of the redemption monies by the Trustee before the date fixed for redemption and such notice shall be of no effect unless such monies are so received before such date. Such notice, in the case of redemption of Bonds of Thirty-first Series at the option of the Company, shall be given by mail by the Company, postage prepaid, at least thirty days prior to such redemption date, to the holders of all Bonds of Thirty-first Series to be so redeemed, at the addresses that shall appear upon the register thereof. Any notice which is mailed as herein provided shall be conclusively presumed to have been properly and sufficiently given on the date of such mailing, whether or not the holder receives the notice. In any case, failure to give due notice by mail, or any defect in the notice, to the registered owners of any Bonds of Thirty-first Series designated for redemption as a whole or in part, shall not affect the validity of the proceedings for the redemption of any other bonds. If less than the whole principal amount of a Bond of Thirty-first Series shall be called for redemption or be repurchased, the Company shall execute 9 6 and the Trustee shall authenticate and deliver, without charge, to the holder thereof, a Bond or Bonds of Thirty-first Series (but only of authorized denominations) for the unredeemed or unpurchased balance of the principal amount of the Bond of Thirty-first Series surrendered. SECTION 3. The Bonds of Thirty-first Series shall be registered bonds without coupons. The Trustee shall be the registrar and paying agent for the Bonds of the Thirty-first Series, which duties it hereby accepts. Bonds of Thirty-first Series may be issued in the denomination of $1,000 or any integral multiple thereof. The forms of Bonds of Thirty-first Series shall be substantially as follows or in the form set forth in a resolution of the Board of Directors of the Company referring to this Thirty-fourth Supplemental Indenture filed with the Trustee (any of the provisions of such Bond may be set forth on the reverse side thereof): ______________________________________________________________________________ [FORM OF REDEEMABLE BOND, IF ANY, OF THIRTY-FIRST SERIES] Unless and until this Bond is exchanged in whole or in part for certificated Bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by The Depository Trust Company or its successor (the "Depositary"), this Bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depositary to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MICHIGAN CONSOLIDATED GAS COMPANY SECURED MEDIUM-TERM NOTE, SERIES C being a series of FIRST MORTGAGE BONDS ORIGINAL ISSUE DATE: INITIAL REDEMPTION DATE: LIMITATION DATE: MATURITY DATE: INITIAL REDEMPTION PERCENTAGE: INTEREST DATE: ANNUAL REDEMPTION PERCENTAGE REDUCTION: [REPAYMENT DATE(S) :] [REPAYMENT PRICE(S) :] [OTHER PROVISION(S) :] 10 7 MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to............................or registered assigns, the sum of...............Dollars on the Maturity Date specified above, at the corporate trust office of the Trustee hereinafter named in the Borough of Manhattan, The City of New York, New York or at the principal office of any successor in trust, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate specified above, in like lawful money payable semi-annually at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York on the first day of February and August in each year and on the Maturity Date (each an Interest Payment Date) from the Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid, commencing on the Interest Payment Date next succeeding the Issue Date, until the Company's obligation with respect to the payment of such principal sum shall be discharged as provided in the indentures hereinafter mentioned; provided, however, if the date of this bond is after a Record Date (defined below) with respect to any Interest Payment Date and prior to such Interest Payment Date, then interest shall be payable only from such Interest Payment Date (unless the Issue Date is after such Record Date). If the Issue Date is after such Record Date, then payment of interest shall commence on the second Interest Payment Date succeeding the Issue Date (but shall be payable from the Issue Date). If the Company shall default in the payment of interest due on any Interest Payment Date, then interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no such interest has been paid on the bonds, from the Issue Date. So long as there is no existing default in the payment of interest, the person in whose name this bond was registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date, except that if the Company shall default in the payment of interest due on such Interest Payment Date such defaulted interest shall be paid to the person in whose name this bond is registered on the Record Date for the Interest Payment Date fixed by the Company for the payment of such defaulted interest, provided that in no case shall such Record Date be less than ten days after notice thereof shall have been mailed to all registered holders of bonds of this series. The term "Record Date" shall mean the close of business on January 15 next preceding a February 1 Interest Payment Date or July 15 next preceding an August 1 Interest Payment Date, as the case may be. This bond is one, of the series hereinafter specified, of the bonds of the Company (herein called the "bonds") known as its "First Mortgage Bonds," issued and to be issued in one or more series under, and all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to City Bank Farmers Trust Company (Citibank, N.A., successor trustee, herein called the "Trustee") and Ralph E. Morton (Robert T. Kirchner, successor Individual Trustee), Trustees, as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which Indenture and all indenture supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the 11 8 holders of the bonds and of the Trustees in respect of such security (which Indenture and all indentures supplemental thereto, including the Thirty-fourth Supplemental Indenture dated as of November 1, 1996, are hereinafter collectively called the Indenture). As provided in said Indenture, the bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this bond is one of a series entitled "First Mortgage Bonds," designated "Secured Medium-Term Notes, Series C," herein called Secured Medium-Term Notes, Series C, created by the Thirty-fourth Supplemental Indenture dated as of November 1, 1996 as provided for in said Indenture. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of the Bonds of the Thirty-first Series and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of the bonds then outstanding as are specified in the Indenture. The bonds of this series are subject to redemption at the option of the Company on any date on and after the Initial Redemption Date, if any, specified above (any date fixed for redemption shall hereinafter be called a "Redemption Date"). If no Initial Redemption Date is set forth above, this bond may not be redeemed at the option of the Company prior to the Maturity Date specified above. On and after the Initial Redemption Date, if any, this bond may be redeemed at any time in whole or from time to time in part at the option of the Company at the applicable Redemption Price (as defined below) together with interest accrued and unpaid hereon to such Redemption Date. In the event of redemption of this bond in part only, a new bond or bonds for the unredeemed portion hereof will be issued to the holder hereof upon the cancellation hereof. If this bond is redeemable in the foregoing manner at the option of the Company, the Redemption Price shall initially be the Initial Redemption Percentage specified above of the principal amount of this bond to be redeemed and shall decline at each anniversary of the Initial Redemption Date by the Annual Redemption Percentage Reduction, if any, specified above of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If a Limitation Date is specified above, this bond shall not be redeemed at the option of the Company prior to such Limitation Date, through a refunding, directly or indirectly, by or in anticipation of the incurring of any debt which has an effective interest cost to the Company (as defined in the Thirty-fourth Supplemental Indenture) of less than the effective interest cost of this bond. [This bond will be subject to repayment at the option of the holder hereof on the Repayment Date(s) and at the Repayment Price(s) (expressed as a percentage of principal amount hereof), if any specified above. If no Repayment Dates are set forth above, this bond may not be so repaid prior to the Maturity Date. On each Repayment Date, if any, this bond shall be repayable in whole or in part at the option of the holder hereof at the 12 9 applicable Repayment Price set forth above, together with interest accrued and unpaid hereon to such Repayment Date. For this bond to be repaid in whole or in part at the option of the holder hereof, this bond must be received with the form entitled "Option to Elect Repayment" below duly completed, by the Trustee at its corporate trust office not less than 30 nor more than 60 days prior to a Repayment Date. Exercise of such repayment option shall be irrevocable. Such option may be exercised by the holder for less than the principal amount provided that the principal amount remaining outstanding after repayment is at least $1,000 or any amount that is a multiple of $1,000, or such other minimum denomination specified above.] Notice of any redemption of this bond to be redeemed at the option of the Company (which notice may be made subject to receipt of the redemption monies by the Trustee before the date fixed for redemption) shall be given by mail at least thirty days prior to the redemption date, subject to the conditions set forth as more fully provided in said Indenture and in said Thirty-fourth Supplemental Indenture. In the event that any bond shall not be presented for payment when all or a portion of the principal thereof becomes due, either at maturity or otherwise or at the date fixed for the redemption thereof, and the Company shall have on deposit with the Trustee in trust for the purpose, on the date when such payment is so due, funds sufficient to pay the principal of such bond (and premium, if any), together with all interest due thereon to the Maturity Date of such bond or to the date fixed for the redemption thereof [or the date of repurchase], for the use and benefit of the registered owner thereof, then all liability of the Company to the registered owner of said bond for the payment of such principal amount thereof and interest thereon (and premium, if any), shall forthwith cease, determine and be completely discharged and such registered owner shall no longer be entitled to any lien or benefit of said Indenture with respect to such principal amount. In case an event of default as defined in said Indenture shall occur, the principal of this bond may become or be declared due and payable in the manner, with the effect, and subject to the conditions provided in said Indenture. This bond is transferable by the registered owner hereof in person, or by an attorney duly authorized in writing, at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, upon surrender and cancellation of this bond, and upon any such transfer a new registered bond or bonds of the same series for the same aggregate principal amount, interest rate or rates, issue date, maturity date and redemption provisions, if any, will be issued to the transferee or transferees in exchange herefor; and bonds of this series may, at the option of the registered owners and upon surrender at said office, be exchanged for registered bonds of this series of the same aggregate principal amount, interest rate or rates, issue date, maturity date, and redemption provisions, if any, in larger or smaller authorized denominations, all without service charge (except for any stamp tax or other governmental charge). No recourse shall be had for the payment of the principal of, or the interest on, this bond, or for any claim based hereon or otherwise in respect 13 10 hereof or of said Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, as such, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being waived and released by every owner hereof by the acceptance of this bond and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of said Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate hereon shall have been executed by the Trustee or its successor in trust under said Indenture. IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond to be executed under its name with the signature of its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice-President, or any other officer selected by the Board of Directors, under its corporate seal, which may be a facsimile, attested with the signature of its Secretary or one of its Assistant Secretaries. Dated:............................ MICHIGAN CONSOLIDATED GAS COMPANY, By .................................. President Attest: .................................. Secretary The form of Trustee's certificate to be borne by all Bonds of Thirty-first Series shall be substantially as follows: [FORM OF TRUSTEE'S CERTIFICATE] This bond is one of the bonds of the series designated therein, described in the within-mentioned Indenture and Thirty-fourth Supplemental Indenture. CITIBANK, N.A., as Trustee, By................................... Authorized Signatory [OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay this bond (or portion hereof specified below) pursuant to its terms at a 14 11 price equal to the applicable Repayment Price thereof together with interest to the Repayment Date, to the undersigned at _________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Please print or typewrite name and address of the undersigned) If less than the entire principal amount of this bond is to be repaid, specify the portion hereof which the holder elects to have repaid ____________ _________; and specify the denomination or denominations (which shall be authorized denomination(s)) of the bond(s) to be issued to the holder for the portion of this bond not being repaid (in the absence of any such specification, one such bond will be issued for the portion not being repaid): ______________________. Date: ____________________________ Signature of holder: ____________________ Signature Guarantee: ____________________] ______________________________________________________________________________ [FORM OF NON-REDEEMABLE BOND, IF ANY, OF THIRTY-FIRST SERIES] Unless and until this Bond is exchanged in whole or in part for certificated Bonds registered in the names of the various beneficial holders hereof as then certified to the Trustee by the Depository Trust Company or it successor (the "Depositary"), this Bond may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of the Depository to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of the Depositary and any amount payable thereunder is made payable to Cede & Co. or such other name, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MICHIGAN CONSOLIDATED GAS COMPANY SECURED MEDIUM-TERM NOTE, SERIES C being a series of FIRST MORTGAGE BONDS ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE: [REPAYMENT PROVISION(S) :] [REPAYMENT PRICE(S) :] [OTHER PROVISION(S) :] 15 12 MICHIGAN CONSOLIDATED GAS COMPANY (hereinafter called the "Company"), a corporation of the State of Michigan, for value received, hereby promises to pay to....................................... or registered assigns, the sum of ...........Dollars on the Maturity Date specified above, at the corporate trust office of the Trustee hereinafter named in the Borough of Manhattan, The City of New York, New York, or at the principal office of any successor in trust, in lawful money of the United States of America, and to pay interest thereon at the Interest Rate specified above, in like lawful money payable semi-annually at the office or agency of the Company in the Borough of Manhattan, The City of New York, New York on the first day of February and August in each year and on the Maturity Date (each an Interest Payment Date) from the Issue Date specified above or from the most recent Interest Payment Date to which interest has been paid, commencing on the Interest Payment Date next succeeding the Issue Date, until the Company's obligation with respect to the payment of such principal sum shall be discharged as provided in the indentures hereinafter mentioned; provided, however, if the date of this bond is after a Record Date (defined below) with respect to any Interest Payment Date and prior to such Interest Payment Date, then interest shall be payable only from such Interest Payment Date (unless the Issue Date is after such Record Date). If the Issue Date is after such Record Date, then payment of interest shall commence on the second Interest Payment Date succeeding the Issue Date (but shall be payable from the Issue Date). If the Company shall default in the payment of interest due on any Interest Payment Date, then interest shall be payable from the next preceding Interest Payment Date to which interest has been paid, or, if no such interest has been paid on the bonds, from the Issue Date. So long as there is no existing default in the payment of interest, the person in whose name this bond was registered at the close of business on any Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date, except that if the Company shall default in the payment of interest due on such Interest Payment Date such defaulted interest shall be paid to the person in whose name this bond is registered on the Record Date for the Interest Payment Date fixed by the Company for the payment of such defaulted interest, provided that in no case shall such Record Date be less than ten days after notice thereof shall have been mailed to all registered holders of bonds of this series. The term "Record Date" shall mean the close of business on January 15 next preceding a February 1 Interest Payment Date or July 15 next preceding an August 1 Interest Payment Date, as the case may be. This bond is one, of the series hereinafter specified, of the bonds of the Company (herein called the "bonds") known as its "First Mortgage Bonds," issued and to be issued in one or more series under, and all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to City Bank Farmers Trust Company (Citibank, N.A., successor trustee, herein called the "Trustee") and Ralph E. Morton (Robert T. Kirchner, successor Individual Trustee), Trustees, as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which Indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Trustees in respect of such security (which 16 13 Indenture and all indentures supplemental thereto, including the Thirty-fourth Supplemental Indenture dated as of November 1, 1996, are hereinafter collectively called the Indenture). As provided in said Indenture, the bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided; and this bond is one of a series entitled "First Mortgage Bonds," designated "Secured Medium-Term Notes, Series C," herein called Secured Medium-Term Notes, Series C, created by the Thirty-fourth Supplemental Indenture dated as of November 1, 1996 as provided for in said Indenture. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or the rights of the holders of the Bonds of the Thirty-first Series and/or the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of the bonds then outstanding as are specified in the Indenture. This Bond shall not be redeemable prior to the Maturity Date. [This bond will be subject to repayment at the option of the holder hereof on the Repayment Date(s) and at the Repayment Price(s) (expressed as a percentage of principal amount hereof), if any specified above. If no Repayment Dates are set forth above, this bond may not be so repaid prior to the Maturity Date. On each Repayment Date, if any, this bond shall be repayable in whole or in part at the option of the holder hereof at the applicable Repayment Price set forth above, together with interest accrued and unpaid hereon to such Repayment Date. For this bond to be repaid in whole or in part at the option of the holder hereof, this bond must be received with the form entitled "Option to Elect Repayment" below duly completed, by the Trustee at its corporate trust office not less than 30 nor more than 60 days prior to a Repayment Date. Exercise of such repayment option shall be irrevocable. Such option may be exercised by the holder for less than the principal amount provided that the principal amount remaining outstanding after repayment is at least $1,000 or any amount that is a multiple of $1,000, or such other minimum denomination specified above.] In the event that any bond shall not be presented for payment when all or a portion of the principal thereof becomes due at maturity and the Company shall have on deposit with the Trustee in trust for the purpose, on the date when such payment is so due, funds sufficient to pay such principal amount of such bond (and premium, if any), together with all interest due thereon to the Maturity Date of such bond [or the date of repurchase,] for the use and benefit of the registered owner thereof, then all liability of the Company to the registered owner of said bond for the payment of such principal amount thereof and interest thereon (and premium, if any), shall forthwith cease, determine and be completely discharged and such registered owner shall no longer be entitled to any lien or benefit of said Indenture with respect to such principal amount. In case an event of default as defined in said Indenture shall occur, the principal of this bond may become or be declared due and payable in the 17 14 manner, with the effect, and subject to the conditions provided in said Indenture. This bond is transferable by the registered owner hereof in person, or by attorney duly authorized in writing, at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, upon surrender and cancellation of this bond, and upon any such transfer a new registered bond or bonds of the same series for the same aggregate principal amount, interest rate or rates, issue date, maturity date and redemption provisions, if any, will be issued to the transferee or transferees in exchange herefor; and bonds of this series may, at the option of the registered owners and upon surrender at said office, be exchanged for registered bonds of this series of the same aggregate principal amount, interest rate or rates, issue date, maturity date, and redemption provisions, if any, in larger or smaller authorized denominations, all without service charge (except for any stamp tax or other governmental charge). No recourse shall be had for the payment of the principal of, or the interest on, this bond, or for any claim based hereon or otherwise in respect hereof or of said Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, as such, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being waived and released by every owner hereof by the acceptance of this bond and as part of the consideration for the issue hereof, and being likewise waived and released by the terms of said Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate hereon shall have been executed by the Trustee or its successor in trust under said Indenture. IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this bond to be executed in its name with the signature of its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President or any officer selected by the Board of Directors, and its corporate seal, which may be a facsimile, attested with the signature of its Secretary or one of its Assistant Secretaries. Dated: ........................... MICHIGAN CONSOLIDATED GAS COMPANY, By................................... President Attest: .................................. Secretary 18 15 The form of Trustee's certificate to be borne by all Bonds of Thirty-first Series shall be substantially as follows: [FORM OF TRUSTEE'S CERTIFICATE] This bond is one of the bonds of the series designated therein, described in the within-mentioned Indenture and Thirty-fourth Supplemental Indenture. CITIBANK, N.A., as Trustee By................................... Authorized Signatory [OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay this bond (or portion hereof specified below) pursuant to its terms at a price equal to the applicable repayment Price thereof together with interest to the Repayment Date, to the undersigned at _________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Please print or typewrite name and address of the undersigned) If less than the entire principal amount of this bond is to be repaid, specify the portion hereof which the holder elects to have repaid ____________ _________; and specify the denomination or denominations (which shall be authorized denomination(s)) of the bond(s) to be issued to the holder for the portion of this bond not being repaid (in the absence of any such specification, one such bond will be issued for the portion not being repaid): ______________________. Date: __________________ Signature of holder: ____________________ Signature Guarantee: ____________________] ______________________________________________________________________________ SECTION 4. Bonds of Thirty-first Series shall be exchangeable, at the option of the registered owners thereof and upon surrender thereof at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, for registered bonds of the same aggregate principal amount, issue date, maturity date, interest rate or rates, and redemption provisions, if any, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge). Every bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by duly authorized attorney transferring such bond to the Company, and the signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All bonds so 19 16 surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All bonds executed, authenticated and delivered in exchange for bonds so surrendered shall be valid obligations of the Company, evidencing the same debt as the bonds surrendered, and shall be secured by the same lien and be entitled to the same benefits and protection as the bonds in exchange for which they are executed, authenticated and delivered. The Company shall not be required to make any such exchange or any registration of transfer (1) during a period of fifteen days next preceding any interest payment date, but only if there is an existing default in the payment of interest on the Bonds of Thirty-first Series or (2) after the bond so presented for exchange or registration of transfer, or any portion thereof, has been called for redemption and notice thereof given to the registered owner. SECTION 5. Pending the preparation of definitive Bonds of Thirty-first Series the Company may from time to time execute, and upon its written order, the Trustee shall authenticate and deliver, in lieu of such definitive bonds and subject to the same provisions, limitations and conditions, one or more temporary bonds, in registered form, of any denomination specified in the written order of the Company for the authentication and delivery thereof, and with such omissions, insertions and variations as may be determined by the Board of Directors of the Company. Such temporary bonds shall be substantially of the tenor of the bonds to be issued as herein before recited, but such temporary bonds may, in lieu of the statement of the specific redemption prices required to be set forth in Bonds of Thirty-first Series in definitive form, include a reference to this Thirty-fourth Supplemental Indenture for a statement of such redemption prices. If any such temporary Bonds of Thirty-first Series shall at any time be so authenticated and delivered in lieu of definitive bonds, the Company shall upon request at its own expense prepare, execute and deliver to the Trustee and thereupon, upon the presentation and surrender of temporary bonds, the Trustee shall authenticate and deliver in exchange therefor, without charge to the holder, definitive bonds of the same series, interest rate or rates, issue date, maturity date, redemption provision, if any, and for the same principal sum in the aggregate as the temporary bonds surrendered. All temporary bonds so surrendered shall be forthwith canceled by the Trustee and delivered to or upon the order of the Company. Until exchanged for definitive bonds the temporary bonds shall in all respects be entitled to the lien and security of the Indenture and all supplemental indentures. ARTICLE II ISSUE OF BONDS OF THIRTY-FIRST SERIES Bonds of Thirty-first Series in the aggregate principal amount of $260,000,000 may be executed, authenticated and delivered from time to time as permitted by the provisions of the Indenture. 20 17 ARTICLE III THE TRUSTEES The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirty-fourth Supplemental Indenture or the due execution hereof by the Company, or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustees by reason of this Thirty-fourth Supplemental Indenture other than as set forth in the Indenture and this Thirty-fourth Supplemental Indenture is executed and accepted on behalf of the Trustees, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length. ARTICLE IV MISCELLANEOUS PROVISIONS Except insofar as herein otherwise expressly provided, all the provisions, terms and conditions of the Indenture, shall be deemed to be incorporated in, and made a part of, this Thirty-fourth Supplemental Indenture; and the twenty-ninth Supplemental Indenture dated as of July 15, 1989, by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by the Thirty-first Supplemental Indenture dated as of December 15, 1991, by the Thirty-second Supplemental Indenture dated as of January 5, 1993, by the Thirty-third Supplemental Indenture dated as of May 1, 1995, and by this Thirty-fourth Supplemental Indenture is in all respects ratified and confirmed; and the Indenture and said Supplemental Indentures shall be read, taken and construed as one and the same instrument. Nothing in this Thirty-fourth Supplemental Indenture is intended, or shall be construed, to give to any person or corporation, other than the parties hereto and the holders of bonds issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Thirty-fourth Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Thirty-fourth Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of bonds issued and to be issued under the Indenture and secured thereby. All covenants, promises and agreements in this Thirty-fourth Supplemental Indenture contained by or on behalf of the Company shall bind its successors and assigns whether so expressed or not. This Thirty-fourth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts when so executed shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument. 21 18 IN WITNESS WHEREOF, MICHIGAN CONSOLIDATED GAS COMPANY has caused this Thirty-fourth Supplemental Indenture to be executed by its Chairman, Chief Executive Officer, President, Vice Chairman or a Vice President, or any other officer selected by the Board of Directors, and its corporate seal to be hereunto affixed, duly attested by its Secretary or an Assistant Secretary, and Citibank, N.A., as Trustee as aforesaid, has caused the same to be executed by one of its authorized signatories and its corporate seal to be hereunto affixed, duly attested by another one of its authorized signatories, and Robert T. Kirchner, as Individual Trustee as aforesaid, has hereunto affixed his signature, on the respective dates of their acknowledgments hereinafter set forth, as of the date and year first above written. MICHIGAN CONSOLIDATED GAS COMPANY By /s/ STEPHEN EWING Attest: /s/ SUSAN MCNISH --------------------------- -------------------------------- Stephen Ewing, President and Susan K. McNish, Vice President, Chief Executive Officer General Counsel and Secretary 500 Griswold Street 500 Griswold Street Detroit, Michigan Detroit, Michigan Signed, sealed, acknowledged and delivered by MICHIGAN CONSOLIDATED GAS COMPANY in the presence of: /s/ DAVID SCHORLING ----------------------------- David Schorling /s/ ROBERT DEGRYSE ----------------------------- Robert DeGryse Citibank, N.A., as Trustee, By /s/ WAFAA ORFY Attest: /s/ REYNALDO L. DUMA --------------------------- ---------------------- Wafaa Orfy Reynaldo L. Duma Senior Trust Officer Trust Officer 120 Wall Street New York, New York /s/ ROBERT T. KIRCHNER --------------------------- Robert T. Kirchner, as Individual Trustee 120 Wall Street, 13th Floor New York, New York Signed, sealed, acknowledged and delivered by CITIBANK, N.A. and ROBERT T. KIRCHNER, in the presence of: /s/ ROSEMARY MELENDEZ --------------------------- Rosemary Melendez /s/ PAULA HOSEIN --------------------------- Paula Hosein 22 19 State of Michigan } } ss. County of Wayne } The foregoing instrument was acknowledged before me this 8th day of November, 1996, by Stephen E. Ewing, President and Chief Executive Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, on behalf of the corporation. /s/ LINDA A. LOWE ---------------------------------- Linda A. Lowe Notary Public, Wayne County, Michigan My Commission Expires October 18, 1997 State of New York } } ss. County of New York } The foregoing instrument was acknowledged before me this 12th day of November, 1996, by Wafaa Orfy, Senoior Trust Officer of Citibank, N.A., a national banking association, on behalf of the association, as Trustee, and Robert T. Kirchner, as Individual Trustee as in said instrument described. /s/ DORIS WARE ------------------------------ Doris Ware Notary Public, State of New York No. 01WA5017421 Qualified in Queens County Commission Expires September 7, 1997 This instrument drafted by: Susan K. McNish, Vice President, General Counsel and Secretary Michigan Consolidated Gas Company 500 Griswold Street Detroit, Michigan 23 20 SCHEDULE A FIRST The following described real estate in the State of Michigan: BENZIE COUNTY The following described lands in Inland Township (Township 26 North, Range 13 West): LEELANLAU (1) Part of the Southwest 1/4 of the Southwest 1/4 of Section GATE STATION 12, described as follows: Commencing at the Southwest corner of said Section 12; thence N 02 degrees 08'30" E along the West section line 85.62 feet and S 86 degrees 36'00" E 33.01 feet to the Point of Beginning; thence N 02 degrees 08'30" E along the East Right-of-Way line of Lake Ann Road 150.00 feet; thence S 86 degrees 36'00" E 150.00 feet; thence S 02 degrees 08'30" W 150.00 feet; thence N 86 degrees 36'00" W along the North Right-of-Way line of Highway US 31 150.00 feet to the Point of Beginning, together with Rights of Ingress and Egress. CHIPPEWA COUNTY The following described lands in Soo Township (Township 47 North, Range 1 West): BAYMILLS (2) Part of the Southeast 1/4 of the Southeast 1/4 of Section GATE STATION 29, described as follows: Commencing at the SE corner of said Section 29, thence Westerly along the South section line approximately 915 feet to the SE corner of an existing Great Lakes Gas Transmission Co. site and the Point of Beginning; thence Northerly along the East line of said site 208 feet; thence Easterly and parallel to the South line of Section 29, 208 feet; thence Southerly and parallel to the East line of said existing site 208 feet to the South line of said Section 29; thence Westerly along said South section line 208 feet to the Point of Beginning. 24 21 KENT COUNTY The following described lands in Nelson Township (Township 10 North, Range 10 West): EVANS RADIO (3) The South 1/2 of the West 1/2 of the Southwest 1/4 of the TOWER Southwest 1/4 of Section 24. MENOMINEE COUNTY The following described lands in Menominee Township (Township 32 North, Range 27 West): MENOMINEE (4) All that part of the Southwest quarter of the Northwest quarter SALES SITE of Section 29, being bounded and described as follows: from the Northwest corner of said Section 29, S 02 degrees 03'16" E, 2123.85 feet along the West line of said Section 29 and the centerline of River Road, to the Point of Beginning; thence continue S 02 degrees 03'16" E, 100.00 feet along said line; thence N 87 degrees 56'44" E, 100.00 feet; thence N 02 degrees 03'16" W, 100.00 feet; thence S 87 degrees 56'44" W, 100.00 feet to the Point of Beginning, subject to County Road Easement described as: From the Northwest corner of said Section 29, measure S 02 degrees 03'16" E, 2123.85 feet along the West line of said Section 29 and the centerline of River Road, to the Point of Beginning; thence continue S 02 degrees 03'16" E, 100.00 feet to the East line of River Road; thence Northwesterly, 31.65 feet along said line; thence N87 degrees 56'44"E, 34.11 Feet to the East line of River Road; thence Northwesterly, 31.65 feet along said line and along the arc of a 445.30 foot radius curve to the right, whose cord bears N04 degrees 05'25" W, 31.64 feet; thence N 02 degrees 03'16" W, 63.38 feet along said East line; thence S 87 degrees 56'44" W, 33.00 feet to the Point of Beginning. 25 22 NEWAYGO COUNTY The following described lands in Sherman Township (Township 13 North, Range 13 West): REED CITY- (5) A strip of land 100 feet in width situated in Section MUSKEGON 11, lying 50 feet on either side of the following described 8" PIPELINE centerline: Beginning at the point of intersection of RELOCATION the centerline of Grantor's former Freemont to Whitecloud branch line track at or near Valuation Station 1428+50 with the south line of Section 11; thence extending generally in a northeasterly direction along the centerline of the former track a distance of 1.07 miles, more or less, to the ending point at the intersection of the centerline of the former track at or near Valuation Station 1484+80 with east line of Section 11. OGEMAW COUNTY The following described lands in Mills Township (Township 21 North, Range 3 East): SKIDWAY LAKE (6) That part of the S 1/2 of the S 1/2 of the NE 1/4 of AEP REGULATOR the NE 1/4, Section 16, lying Easterly of the Easterly line of a 100 foot wide strip of land described as a strip of land 100 feet wide, the centerline of which may be described as: Beginning at a point which is 128.04 feet west of the North 1/8 corner on the east line of Section 16, T21N-R3E and running thence northwesterly along a 6 degree curve 347.26 feet to a point which is 330 feet north and 31.50 feet west of said 1/8 corner on said section line. 26 23 OSCEOLA COUNTY The following described lands in Orient Township (Township 17 North, Range 7 West): EVART GATE (7) Part of the S 1/2 of the N Fractional 1/2 of the SW Fractional STATION 1/4 of Section 7, being more particularly described as: Commencing at the SW corner of the S 1/2 of the N Fractional 1/2 of the SW Fractional 1/4 of said Section 7; thence Easterly 208.71 feet along the S 1/8 line of said Section; thence Northerly 208.71 feet and parallel to the West line of said section; thence Westerly 208.71 feet parallel to said South 1/8 line to the West line of said section; thence Southerly 208.71 feet along West line of said section to the Point of Beginning, said point being the SW corner of the S 1/2 of the N Fractional 1/2 of the SW Fractional 1/4 of said Section 7. WAYNE COUNTY The following described lands in the City of Detroit: E. EIGHT MILE (8) West 12 feet of Lot 314 all of lots 315 through 328 C.B.O inclusive, Drennan and Seldon's Regent Park Subdivision No. 1, according to the plat thereof, as recorded in Liber 55 of Plats, Page 88, Wayne County Records. 27 24 SECOND The pipelines of the company located in the State of Michigan, including transmission lines and lateral lines, together with easements and rights-of-way for constructing, maintaining, replacing and operating the same, and pipes, structures, compressors, valves, regulators, services, meters, machinery, fixtures, equipment and apparatus comprising or appurtenant to said transmission lines and lateral lines described as follows: 30" KALKASKA - (i) The 30" Natural Gas Pipeline, approximately 9.1 miles WOOLFOLK LOOP long extending from the Richland Meter and Regulator (DESTEC) Station and Main Line Valve No. 4 in the Northwest 1/4 of Section 29, in a general Northerly direction across portions of Sections 29, 20, 17, 8 and 5, Richmond Township T21N, R8W, Missaukee County, and in a general Northerly direction across portions of Sections 32, 29, 20, 17 and 8 to the Kalkaska-Woolfolk Pipeline Loop (Destec) Tap site in the Southeast 1/4 of Section 8, T22N, R8W, Lake Township, Missaukee County, Michigan. 28 25 THIRD DISTRIBUTION The entire gas distribution systems of the Company located in SYSTEMS certain areas in the following townships and counties: Elk Rapids, Milton and Torch Lake townships in Antrim; Almira, Inland townships and Village of Lake Ann in Benzie; Surrey township in Clare; Bay Mills, Bruce, Dafter, Soo and Superior townships in Chippewa; Long Lake township in Grand Traverse; Waterloo Township in Jackson; Cold Springs township in Kalkaska; Caledonia township in Kent; Bingham, Centerville, Cleveland, Empire, Kasson, Leland and Sutton Bay townships in Leelanau; Brighton and Unadilla townships in Livingston; London, Exeter and Milan townships in Monroe; Albert township in Montmorency; Mills township in Ogemaw; Greenwood township in Oscoda; Polkton township in Ottawa; Ann Arbor, Dexter, Lyndon, Lima, Saline, Superior and Sylvan townships in Washtenaw; Canton township in Wayne, all in the State of Michigan, including all and singular the stations, pipes, mains, conduits, valves, regulators, services, meters, fixtures, tools, equipment, apparatus, and other property comprising or appurtenant to said distribution systems, together with all franchises, easements and rights-of-way for constructing, maintaining and operating the same. 29 26 FOURTH NATURAL GAS All right, title and interest of the Company as purchaser of PURCHASE natural gas under the following described Contracts: CONTRACTS Seller Contract Date ------------------------------------------------------ Dominion Reserves, Inc. January 1, 1995 Enveron Corporation May 30, 1995 Coastal Gas Marketing November 1, 1995 Mobil Natural Gas November 1, 1995 Progas U.S.A. November 1, 1995 TransCanada Gas November 1, 1995 AIG Trading Corporation December 1, 1995 Chevron January 1, 1996 Coastal Gas Marketing January 1, 1996 Gas Facilitators January 1, 1996 Shell Oil Company January 1, 1996 Westcoast January 1, 1996 Gas Facilitators February 1, 1996 EX-5.1 3 EX-5.1 1 EXHIBIT 5-1 November 18, 1996 Michigan Consolidated Gas Company 500 Griswold Street Detroit, MI 48226 Ladies and Gentlemen: I am acting as counsel for Michigan Consolidated Gas Company ("MichCon") in connection with the registration of up to $260,000,000 of First Mortgage Bonds designated as Secured Medium-Term Notes, Series C (the "Series C Bonds") to be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the provisions of Rule 429 under the Securities Act, the prospectus contained in the Registration Statement also relates to $40,000,000 of First Mortgage Bonds designated as Secured Medium-Term Notes, Series B registered pursuant to the Registration Statement on Form S-3 of MichCon (Registration No. 33-59093), which First Mortgage Bonds designated as Secured Medium-Term Notes, Series B, together with First Mortgage Bonds designated as Secured Medium-Term Notes, Series C are collectively referred to herein as the "New Bonds." The First Mortgage Bonds designated as Secured Medium-Term Notes, Series C are being registered under the Securities Act, by a Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 18, 1996 (the "Registration Statement"). In preparation for rendering my opinion hereafter expressed, I have examined the originals or copies, certified to my satisfaction, of such corporate records and other documents and certificates as I have deemed necessary. Based on the above, I am of the opinion that: 1. MichCon is a corporation duly organized and validly existing under and pursuant to the laws of the State of Michigan. 2. The New Bonds when sold, will be legally issued by MichCon, duly authorized, fully paid and nonassessable. I hereby consent to the use of this opinion as Exhibit 5-1 to the Registration Statement and to the use of my name under the caption "Validity of Securities" in the Registration Statement. Very truly yours, /s/ Susan K. McNish -------------------------- Susan K. McNish Vice President, General Counsel and Secretary Michigan Consolidated Gas Company EX-12.1 4 EX-12.1 1 EXHIBIT 12-1 MICHIGAN CONSOLIDATED GAS COMPANY AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (THOUSANDS OF DOLLARS) Twelve Months Ended Year Ended December 31, September 30, 1996 --------------------------------------------------------------- ------------------ 1995 1994 1993 1992 1991 --------------------------------------------------------------- EARNINGS AS DEFINED (1) Pre-tax income (2) $132,421 $112,727 $ 89,707 $ 93,315 $ 76,615 $ 57,151 Fixed charges 50,610 45,637 39,663 36,231 38,489 37,283 -------- -------- -------- -------- -------- -------- Earnings as defined $183,031 $158,364 $129,370 $129,546 $115,104 $ 94,434 -------- -------- -------- -------- -------- -------- FIXED CHARGES AS DEFINED (1) Interest on long-term debt $ 40,415 $ 35,820 $ 27,948 $ 25,594 $ 27,927 $ 23,224 Interest on other borrowed funds 7,620 7,053 9,093 7,961 8,044 11,756 Amortization of debt discounts, premium and expense 1,077 996 950 1,057 763 607 Interest implicit in rentals (3) 1,498 1,768 1,672 1,619 1,755 1,696 -------- -------- -------- -------- -------- -------- Fixed charges as defined $ 50,610 $ 45,637 $ 39,663 $ 36,231 $ 38,489 $ 37,283 -------- -------- -------- -------- -------- -------- Ratio of Earnings to Fixed Charges 3.62 3.47 3.26 3.58 2.99 2.53 -------- -------- -------- -------- -------- --------
- ---------------------- Notes: (1) Earnings and fixed charges are defined and computed in accordance with instructions for Item 3 of Form S-3. (2) This amount represents the aggregate of (a) the pre-tax income of MichCon, (b) MichCon's share of pre-tax income of its 50% owned companies and (c) any income actually received from less than 50% owned companies. (3) This amount is estimated to be a reasonable approximation of the interest portion of rentals. MichCon is a guarantor of certain other debt. Fixed charges related to such debt are deemed to be immaterial and therefore have been excluded from the above ratios. EX-23.1 5 EX-23.1 1 EXHIBIT 23-1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Michigan Consolidated Gas Company on Form S-3 of our report dated February 8, 1996, appearing in and incorporated by reference in the Annual Report on Form 10-K of Michigan Consolidated Gas Company for the year ended December 31, 1995 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche LLP Detroit, Michigan November 18, 1996 EX-24.1 6 EX-24.1 1 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ Alfred R. Glancy III ------------------------- Alfred R. Glancy III 2 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ Stephen E. Ewing --------------------- Stephen E. Ewing 3 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ Howard L. Dow III ---------------------- Howard L. Dow III 4 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III and Stephen E. Ewing, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ David R. Nowakowski ------------------------ David R. Nowakowski 5 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ William K. McCrackin ---------------------- William K. McCrackin 6 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ Carl J. Croskey -------------------- Carl J. Croskey 7 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ Daniel L. Schiffer ----------------------- Daniel L. Schiffer 8 EXHIBIT 24-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned Director or Officer of MICHIGAN CONSOLIDATED GAS COMPANY, a Michigan corporation, does hereby constitute and appoint, Alfred R. Glancy III, Stephen E. Ewing and David R. Nowakowski, and each of them, his true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to execute in his name and on his behalf, a Registration Statement on Form S-3, including any post-effective amendments or other filings in connection therewith, under the Securities Act of 1933, as amended, with respect to the issuance of up to $300,000,000 of First Mortgage Bonds; granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises; and ratifying and confirming all that such attorneys and agents, or either of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, I have executed this Power of Attorney this 20th day of September, 1996. /s/ John E. vonRosen --------------------- John E. vonRosen EX-24.2 7 EX-24.2 1 EXHIBIT 24-2 MICHIGAN CONSOLIDATED GAS COMPANY SECRETARY'S CERTIFICATE The undersigned, Vice President, General Counsel and Secretary of Michigan Consolidated Gas Company (the "Company"), a Michigan Corporation, hereby certifies that the following is a true and correct copy of resolutions duly adopted by the unanimous written consent of the Company's Board of Directors' on November 1, 1996, and such resolutions have not been modified, amended or rescinded and remain in full force and effect on the date hereof. RESOLVED, that the Board of Directors hereby approves a financing program which contemplates the issuance and sale from time to time, of up to $300,000,000 of the Company's securities, including stock, bonds, notes and guarantees, and entering into other long-term financing arrangements, to finance in part its construction programs and working capital requirements, to refinance maturing long-term debt, to repay short-term borrowings and for other corporate purposes, the timing, terms and mix of which securities and arrangements will depend on market conditions and the financial condition of the Company as determined by the Treasurer or his designee; and FURTHER RESOLVED, That the officers of the Company are severally authorized and directed to: (a) Prepare, execute and cause to be filed with the MPSC, the SEC, the NYSE and other regulatory authorities such applications, reports and statements, including amendments and supplements thereto, as any of them may deem necessary or advisable to obtain requisite authority to proceed with and consummate the financing program; and (b) Retain and employ, on behalf of the Company, legal counsel, independent public accountants, and others whose services any of the officers may deem necessary or desirable in connection with the financing program, execute any and all instruments, make any and all payments and do any and all other acts and things which such officers, and any of them, may deem necessary or advisable in order to proceed with and consummate such financing program. IN WITNESS WHEREOF, I have hereunto set my hand this 18th day of November, 1996. /s/ Susan K. McNish -------------------------------- Susan K. McNish, Vice President, General Counsel and Secretary EX-25.1 8 EX-25.1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305(b)(2) _____ ________________________ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) _____________________________________ MICHIGAN CONSOLIDATED GAS COMPANY (Exact name of obligor 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, MI 48226 (Address of Principal Executive Offices) (Zip Code) ______________________ First Mortgage Bonds (Title of the indenture securities) 2 Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Federal Reserve Bank of New York, New York, NY 33 Liberty Street, New York, NY Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2.Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorprated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577) Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. 2 3 Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 -Copy of the latest Report of Condition of Citibank, N.A. (as of June 30, 1996 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. _____________________ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 4th day of November, 1996. CITIBANK, N.A. By /s/Wafaa Orfy --------------------------- Senior Trust Officer 3 4 Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF CITIBANK, N.A. OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE OF BUSINESS ON JUNE 30, 1996, PUBLISHED IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER TITLE 12, UNITED STATES CODE, SECTION 161. CHARTER NUMBER 1461 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT.
ASSETS THOUSANDS OF DOLLARS Cash and balances due from de- pository institutions: Noninterest-bearing balances and currency and coin $ 7,503,000 Interest-bearing balances 11,133,000 Held-to-maturity securities 0 Available-for-sale securities 19,790,000 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agree- ment subsidiaries, and in IBFs: Federal funds sold 3,275,000 Securities purchased under agreements to resell 289,000 Loans and lease financing receiv- ables: Loans and Leases, net of un- earned income $148,323,000 LESS: Allowance for loan and lease losses 4,426,000 LESS: Allocated transfer risk reserve 0 --------- Loans and leases, net of un- earned income, allowance, and reserve 143,897,000 Trading assets 25,876,000 Premises and fixed assets (includ- ing capitalized leases) 3,477,000 Other real estate owned 757,000 Investments in unconsolidated subsidiaries and associated com- panies 1,165,000 Customers' liability to this bank on acceptances outstanding 1,981,000 Intangible assets 59,000 Other assets 7,733,000 ------------ TOTAL ASSETS $226,935,000 ============ LIABILITIES Deposits: In domestic offices $ 34,406,000 Noninterest- bearing $ 11,994,000 Interest- bearing 22,412,000 ------------ In foreign offices, Edge and A subsidiaries, and IBFs 128,771,000 Noninterest- bearing 8,568,000 Interest- bearing 120,203,000 ------------ Federal funds purchased and se- curities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased 1,687,000 Securities sold under agree- ments to repurchase 458,000 Demand notes issued to the U.S. Treasury 0 Trading liabilities 16,538,000 Other borrowed money: With a remaining maturity of one year or less 9,864,000 With a remaining maturity of more than one year 4,695,000 Mortgage indebtedness and obli- gations under capitalized leases 138,000 Bank's liability on acceptances ex- ecuted and outstanding 2,033,000 Subordinated notes and debentures 4,700,000 Other liabilities 8,230,000 ------------ TOTAL LIABILITIES $211,520,000 ============ Limited-life preferred stock and related surplus 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock $ 751,000 Surplus 6,863,000 Undivided profits and capital re- serves 8,036,000 Net unrealized holding gains (losses) on available-for-sale securities 343,000 Cumulative foreign currency translation adjustments (578,000) ------------ TOTAL EQUITY CAPITAL $ 15,415,000 ------------ TOTAL LIABILITIES, LIMITED- LIFE PREFERRED STOCK, AND EQUITY CAPITAL $226,935,000 ============
I, Roger W. Trupin, Controller of the above- named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. PAUL J. COLLINS JOHN S. REED WILLIAM R. RHODES DIRECTORS 5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM T-2 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a trustee pursuant to Section 305(b) (2) ROBERT T. KIRCHNER ###-##-#### (Name of Trustee) (Social Security Number) 120 Wall Street, New York, New York 10043 (Business Address: Street, City and Zip Code) __________________ MICHIGAN CONSOLIDATED GAS COMPANY (Exact name of obligor as specified in its charter) MICHIGAN 38-0478040 (State or other jurisdiction of (I.R.S. employee incorporation or organization) identification no.) 500 Griswold Street Detroit, MI 48226 (Address of principal executive offices) (Zip Code) FIRST MORTAGE BONDS (Title of the indenture securities) 6 1. Affiliations with obligor and underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None. 2. Trusteeships under other indentures. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, file a copy of each such indenture as an exhibit and furnish the following information. (a) Title of the securities outstanding under each other indenture. None.-The Trustee is one of the Trustees under the obligor's Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, as supplemented. The securities, proposed to be offered, will be issued under said Mortgage Indenture, as supplemented by a Thirty-Fourth Supplemental Indenture, dated as of November 1, 1996, which has been qualified under the Trust Indenture Act of 1939. (b) A brief statement of the facts relied upon by the trustee as a basis for the claim that no conflicting interest within the meaning of section 310(b)(1) of the Act arises as a result of the trusteeship under such other indenture, including a statement whether the indenture securities will rank equally with the securities issued under such other indentures. Inapplicable. 3. Certain relationships between trustee and the obligor or an underwriter. If the trustee is a director, officer, partner, employee, appointee or representative of the obligor or of any underwriter for the obligor, state the nature of each such connection. None. 4. Securities of the obligor owned or held by the trustee. Furnish the following information as to securities of the obligor owned beneficially by the trustee or held by the trustee as collateral for obligations in default: 2 7 As of November 1, 1996 Col. A Col. B Col. C Col. D Whether the Amount owned Percent of Class securities are beneficially or represented by voting or nonvoting held as collateral amount given in securities security for Col. C Title of Class obligations in
default None. 5. Securities of underwriters owned or held by the trustee. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee. As of November 1, 1996 Col. A Col. B Col. C Col. D Amount owned Percent of voting beneficially or securities held as collateral represented by security for amount given in Name of Issuer and obligations in Col. C Title of Class Amount Outstanding default
None. 6. Holdings by the trustee of voting securities of certain affiliates or principal holders of voting securities of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10% or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person. As of November 1, 1996 Col. A Col. B Col. C Col. D Amount owned Percent of voting beneficially or securities held as collateral represented by security for amount given in Name of Issuer and obligations in Col. C Title of Class Amount Outstanding default None.
3 8 7. Holdings by the trustee of any securities of a person owning 50 per cent or more of the voting securities of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50% or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of whom are so owned or held by the trustee. As of November 1, 1996 Col. A Col. B Col. C Col. D Amount owned Percent of voting beneficially or securities held as collateral represented by security for amount given in Name of Issuer and obligations in Col. C Title of Class Amount Outstanding default
None. 8. List of exhibits. List below all exhibits filed as a part of this statement of eligibility and qualification. None. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I, Robert T. Kirchner, have signed this statement of eligibility and qualification in the city of New York and State of New York, on the 4th day of November, 1996. By /s/Robert T. Kirchner, Trustee -------------------------------------- (Robert T. Kirchner, Trustee) 4 -----END PRIVACY-ENHANCED MESSAGE-----