UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2005
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Exact Name of Registrant as Specified in its Charter, |
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State of Incorporation, Address of Principal Executive |
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IRS Employer |
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Offices and Telephone Number |
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Identification No. |
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1-11607
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DTE Energy Company
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38-3217752 |
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(a Michigan corporation) |
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2000 2nd Avenue |
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Detroit, Michigan 48226-1279 |
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313-235-4000 |
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1-2198
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The Detroit Edison Company
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38-0478650 |
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(a Michigan corporation) |
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2000 2nd Avenue |
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Detroit, Michigan 48226-1279 |
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313-235-4000 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On September 29, 2005, The Detroit Edison Company (“Detroit Edison”) entered into a First Amendment
to Note Purchase Agreement with a group of institutional investors to correct the references to the
supplemental indenture, described under Item 2.03 below, under which Detroit Edison agreed to issue
its senior notes described therein. The Form of this First Amendment to Note Purchase Agreement is
filed as Exhibit 10.1 to this Current Report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of the Registrant.
On September 29, 2005, Detroit Edison closed on the issuance and sale to a group of
institutional investors in a private placement transaction of $100,000,000 aggregate principal
amount of its 2005 Series C 5.19% Senior Notes due October 1, 2023 (the “Notes”) pursuant to a Note
Purchase Agreement dated as of July 22, 2005, as amended by the First Amendment to Note Purchase
Agreement dated as of September 29, 2005. Reference is made to the information contained under
Item 1.01 of this Current Report for additional information.
Detroit Edison and J.P. Morgan Trust Company, National Association, as successor trustee,
entered into a supplemental indenture dated as of September 15, 2005 in connection with the
issuance by Detroit Edison on September 29, 2005 of the Notes. The Notes have not been registered
under the Securities Act of 1933 (“Securities Act”) or under the securities laws of any
jurisdiction. The Notes are subject to certain restrictions on transfer and may only be sold in
transactions exempt from, or not subject to, the registration requirements of the Securities Act.
Interest accrues on the Notes at 5.19% per annum and is payable on October 1 and April 1 of
each year, beginning April 1, 2006. The Notes may be redeemed at Detroit Edison’s option, in whole
or in part, at any time. The Notes are secured by a corresponding series of Detroit Edison’s
General and Refunding Mortgage Bonds, 2005 Series C (the “Bonds”). The Bonds were issued pursuant
to a supplemental indenture between Detroit Edison and J.P. Morgan Trust Company, National
Association, as successor trustee, dated as of September 15, 2005.
The supplemental indentures are filed as exhibits to this Current Report, and the description
of each document above is qualified in its entirety by reference to the supplemental indentures and
the First Amendment to Note Purchase Agreement filed herewith.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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4.1 |
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Eighteenth Supplemental Indenture, dated as of September 15, 2005, to the
Collateral Trust Indenture, dated as of June 30, 1993, between The Detroit
Edison Company and J.P. Morgan Trust Company, National Association, as
successor trustee, providing for 2005 Series C 5.19% Senior Notes due
October 1, 2023. |
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4.2 |
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Supplemental Indenture, dated as of September 15, 2005, to the Mortgage
and Deed |
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of Trust, dated as of October 1, 1924, between The Detroit Edison
Company and J.P. Morgan Trust Company, National Association, as successor
trustee, providing for General and Refunding Mortgage Bonds, 2005 Series C. |
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10.1 |
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First Amendment to Note Purchase Agreement, dated as of September 29, 2005. |
Forward-Looking Statements:
This Form 8-K contains forward-looking statements that are subject to various assumptions, risks
and uncertainties. It should be read in conjunction with the “Forward-Looking Statements” section
in each of DTE Energy’s and Detroit Edison’s 2004 Form 10-K (which sections are incorporated by
reference herein), and in conjunction with other SEC reports filed by DTE Energy and Detroit Edison
that discuss important factors that could cause DTE Energy’s and Detroit Edison’s actual results to
differ materially. DTE Energy and Detroit Edison expressly disclaim any current intention to
update any forward-looking statements contained in this report as a result of new information or
future events or developments.