Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
                -                       the RIN which identifies each regulatory action listed in                      the Unified Agenda of Federal Regulatory and Deregulatory                      Actions                    

                    See the                                          Document Drafting Handbook                                        for more details.                  

###### Securities and Exchange Commission

          - [Release No. 35-27385]

                    Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The                           ( print page 22056)                        application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.                

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by May 17, 2001, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After May 17, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

##                     DTE Energy Company,                     *et al*. (70-9589)                

DTE Energy Company (“DTE”), a public-utility holding company that claims exemption from registration under section 3(a)(1) of the Act by rule 2, and DTE Enterprises, Inc. (“Merger Sub”), an inactive, wholly owned subsidiary of DTE (collectively, “Applicants”), both located at 2000 Second Avenue, Detroit, Michigan 48226-1279, have filed an amended application under sections 3(a)(1), 3(a)(2), 9(a)(2), and 10 of the Act.

                    On February 23, 2001, the Commission issued a notice of these proposed acquisitions.[1]                                          The terms of the underlying agreement, however, were subsequently changed. Applicants have amended their application to reflect this change, and this supplemental notice is therefore necessary.                

Under the terms of an Agreement and Plan of Merger dated October 4, 1999, as amended on November 12, 1999 and February 28, 2001, Merger Sub will merge with MCN Energy Group Inc. (“MCN”), a Michigan public-utility holding company claiming exemption under section 3(a)(1) of the Act by rule 2 under the Act, with Merger Sub surviving as a wholly owned direct subsidiary of DTE. Each share of outstanding MCN common stock (including the associated right to purchase Series A Junior Participating Preferred Stock) will be converted into a right to receive either $24.00 in cash or .715 shares of DTE common stock. DTE and Merger Sub therefore request authority to acquire indirectly and directly, respectively, all of the ownership interests that MCN holds in the three public-utility companies described below. Applicants state that, except as discussed below (and except for the merger of MCN into Merger Sub), the current corporate structures of DTE and MCN will not change.

                    DTE, a Michigan corporation, is engaged, through subsidiaries, in various utility and nonutility activities.[2]                                          Its common stock is listed on the New York Stock Exchange (“NYSE”) and, as of January 31, 2001, 142,649,172 of its shares were outstanding. For the year ended December 31, 2000, DTE had consolidated operating revenues of $5.6 billion, approximately $1.47 billion of which were attributable to nonutility activities. Applicants state that the total value of the assets of DTE and its subsidiaries as of December 31, 2000 was approximately $12.7 billion, of which approximately $7.4 billion consisted of the net value of electric plant and equipment. Applicants state that, as of December 31, 2000, The Detroit Edison Company (“Detroit Edison”), a direct public-utility company subsidiary of DTE, had 8,691 employees and the other subsidiaries of DTE had 453 employees.                

                    DTE owns directly or indirectly all of the outstanding common stock of two public-utility companies, Detroit Edison and International Transmission Company (“ITC”), a direct subsidiary of Detroit Edison.[3]                                          Detroit Edison is engaged in, among other things, the generation and distribution of electric energy in a 7,600 square-mile area in southeastern Michigan. Detroit Edison's service area includes about thirteen percent of Michigan's total land area and about half of the population of the State (approximately five million people). Applicants state that, for the year that ended December 31, 2000, Detroit Edison's operating revenues and net income were approximately $4.13 billion and $413 million, respectively. As of December 31, 2000, Detroit Edison's assets had a book value of $10.99 billion. As of December 31, 2000, Detroit Edison had a summer net rated capability of approximately 11,030 MW. Detroit Edison is subject to general regulation by the Michigan Public Service Commission (“MPSC”) regarding the conditions of its service, rates and recovery of certain costs, accounting and various other matters. Its wholesale electric rates are also subject to regulation by the Federal Energy Regulatory Commission (“FERC”). In addition, the Nuclear Regulatory Commission has jurisdiction over all phases of the operation, construction (including plant modifications), licensing and decommissioning of Detroit Edison's Fermi 2 nuclear power plant.                

ITC, having acquired the transmission assets of Detroit Edison in January of 2001, is an electric public-utility company. Its transmission system consists of approximately 6,472 miles of transmission lines, operated at up to 345 kilovolts, through 41 transmission stations. The FERC has jurisdiction over the rates, terms, and conditions of ITC's transmission service, and the MPSC has jurisdiction over the siting of transmission facilities.

                    MCN, a Michigan corporation is engaged in the distribution of natural gas through three public-utility company subsidiaries: Michigan Consolidated Gas Company (“MichCon”), Citizens Gas Fuel Company (“Citizens”), and Southern Missouri Gas Company, LP (“SMGC”). MCN is also indirectly engaged in various nonutility activities.[4]                                          The common stock of MCN is listed on the NYSE, and Applicants state that, as of the close of business on February 28, 2001, there were 90,185,793 shares of MCN common stock issued and outstanding. For the year that ended on December 31, 2000, MCN's operating revenues on a consolidated basis were approximately $2.8 billion, of which approximately $1.2 billion were attributable to utility activities. Applicants state that the consolidated assets of MCN and its subsidiaries, as of December 31, 2000, were valued at more than $4.8 billion, of which approximately $1.5 billion consisted of the net value of gas utility plant and equipment. As of December 31, 2000, MichCon employed 2,707 people, while                           ( print page 22057)                        MCN and its other subsidiaries had 239 employees.                

                    MichCon, a Michigan corporation, is a natural gas distribution and transmission company that owns distribution, transmission, production and storage properties and facilities and serves approximately 1.2 million customers in more than 500 communities throughout Michigan.[5]                                          As of December 31, 2000, its distribution system included 17,313 miles of distribution mains, 1,109,528 service lines and 1,222,287 active meters. MichCon owns 2,604 miles of transmission and production lines that deliver natural gas to the distribution districts and interconnect its storage fields with the sources of supply and the market areas, as well as properties relating to four underground natural gas storage fields with an aggregate working gas storage capacity of approximately 124 Bcf. For the year that ended December 31, 2000, MichCon's operating revenues and net income were approximately $1.1 billion and $109.5 million, respectively. As of December 31, 2000, MichCon had $2.3 billion in assets. MichCon's rates are regulated by the MPSC.                

Citizens, a wholly owned public-utility company subsidiary of MCN, is engaged in the distribution of natural gas in Michigan. Citizens serves approximately 16,000 residential, commercial and industrial customers in and around Adrian, Michigan. For the year that ended December 31, 2000, Citizen's operating revenues and net income were approximately $18.4 million and $1.3 million, respectively, and its assets were valued at $26.4 million. Applicants state that the Adrian Gas Rate Commission establishes Citizens' rates, and that the MPSC has jurisdiction over Citizens with respect to gas safety, service in other areas served by other gas utilities, intrastate lines and accounting matters.

MCN also owns a 46.5% limited partnership interest, and a 1% general partnership interest in Southern Missouri Gas Company, L.P. (“SMGC”), a public-utility company engaged in the distribution of natural gas. SMGC serves approximately 7,000 residential, commercial, and industrial customers in southern Missouri. For the year that ended on December 31, 2000, MCN's share of SMGC's operating revenues were approximately $3.7 million, MCN's share of SMGC's net loss was approximately $1.1 million, and MCN's share of SMGC's assets were valued at $25 million. Applicants state that the Missouri Public Service Commission has jurisdiction over SMGC's rates, safety practices, long-term financing, and mergers and acquisitions directly involving SMGC.

Additionally, Applicants request that the Commission issued an order under section 3(a)(1) of the Act exempting DTE and Merger Sub, after the Merger, from all of the requirements of the Act, except for section 9(a)(2) of the Act.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Jonathan G. Katz,

Secretary.

# Footnotes

1.                                                     *See*                         HCAR No. 27349.                    
        Back to Citation      

2.                             DTE is indirectly engaged in many nonutility activities, including operating pulverized coal facilities and coke oven batteries, coal sourcing, blending and transportation, landfill gas-to-energy facilities, providing expertise in the application of new energy technologies, real estate development, merchant generation, and power marketing and trading.                    
        Back to Citation      

3.                             Applicants state that DTE will become the direct parent company of ITC, as contemplated by an order dated September 13, 2000.                         *See DTE*, HCAR No. 27229 (authorizing DTE to acquire directly all of the issued and outstanding voting securities of ITC). In the interim, as the current owner of all ownership interests in ITC, Detroit Edison claims to be entitled to an exemption from registration under section 3(a)(2) of the Act.                    
        Back to Citation      

4.                             MCN is indirectly engaged in many nonutility activities that are managed primarily through MCN's Diversified Energy group which consists of predominately two segments: Pipelines and Processing and Energy Marketing. Diversified Energy also holds investments in oil and gas exploration and production properties.                    
        Back to Citation      

5.                             All of the issued and outstanding common stock of MichCon is held by MichCon Holdings, a wholly owned direct subsidiary of MCN. MichCon Holdings claims exception from registration under section 3(a)(1) of the Act by rule 2.                    
        Back to Citation      

[FR Doc. 01-10980  Filed 5-1-01; 8:45 am]

BILLING CODE 8010-01-M