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Form S-8
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<CENTER>
      As filed with the Securities and Exchange Commission on June 4, 2001
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                       <B>SECURITIES AND EXCHANGE COMMISSION<BR>
                             Washington, D.C. 20549</B><BR>
<BR>
                    <FONT SIZE=+2><B>FORM S-8</B></FONT><BR>
<BR>
                             <B>REGISTRATION STATEMENT<BR>
                                     UNDER<BR>
                           THE SECURITIES ACT OF 1933</B><BR>
<BR>
                   <FONT SIZE=+2><B>DTE ENERGY COMPANY</B></FONT><BR>
             (Exact Name of Registrant as Specified in Its Charter)
</CENTER>
<BR>

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     <TD WIDTH=50% ALIGN=CENTER>
Michigan<BR>
(State or Other Jurisdiction of<BR>
Incorporation or Organization)
</TD>
     <TD WIDTH=50% ALIGN=CENTER>
38-3217752<BR>
(I.R.S. Employer<BR>
Identification No.)
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
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     <TD WIDTH=50% ALIGN=CENTER>
2000 2nd Avenue<BR>
Detroit, Michigan 48226<BR>
(Address of Principal Executive Offices)
</TD>
     <TD WIDTH=50% ALIGN=CENTER>
48226-1279<BR>
(Zip Code)
</TD>
</TR>
</TABLE>
<BR>

<CENTER>
               <B>MCN ENERGY GROUP SAVINGS AND STOCK OWNERSHIP PLAN</B><BR>
                                       and<BR>
                   <B>MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN</B><BR>
                            (Full Title of the Plans)<BR>
<BR>
                                 Susan M. Beale<BR>
                                 2000 2nd Avenue<BR>
                                Detroit, Michigan 48226<BR>
                                 (313) 235-4000<BR>
<BR>
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)<BR>
<BR>
                                   <I>Copies to:</I><BR>
                                Joseph B. Frumkin<BR>
                               Sullivan &amp; Cromwell<BR>
                                125 Broad Street<BR>
                            New York, New York 10004<BR>
                                 (212) 558-4000
</CENTER>
<HR SIZE=1 NOSHADE WIDTH=20%>
<CENTER>
                         <B>CALCULATION OF REGISTRATION FEE</B>
</CENTER>
<TABLE CELLPADDING=3 CELLSPACING=0 BORDER=1 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=25% ALIGN=CENTER>
<FONT SIZE=-1><B>Title Of Securities To Be<BR>
Registered</B></FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER>
<FONT SIZE=-1><B>Amount To Be<BR>
Registered(1)(2)(4)</B></FONT></TD>
     <TD WIDTH=22% ALIGN=CENTER>
<FONT SIZE=-1><B>Proposed Maximum<BR>
Offering Price Per Share(3)</B></FONT></TD>
     <TD WIDTH=23% ALIGN=CENTER>
<FONT SIZE=-1><B>Proposed Maximum<BR>
Aggregate Offering Price(3)</B></FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER>
<FONT SIZE=-1><B>Amount Of<BR>
Registration Fee</B></FONT>
</TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=25% ALIGN=CENTER><FONT SIZE=-1>Common Stock, without par value</FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER><FONT SIZE=-1>3,800,000</FONT></TD>
     <TD WIDTH=22% ALIGN=CENTER><FONT SIZE=-1>$43.63</FONT></TD>
     <TD WIDTH=23% ALIGN=CENTER><FONT SIZE=-1>$165,794,000</FONT></TD>
     <TD WIDTH=15% ALIGN=CENTER><FONT SIZE=-1>$41,448.50</FONT></TD>
</TR>
</TABLE>

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<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the &#147;Securities Act&#148;) this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein. Pursuant to Rule 416, this Registration
Statement also covers an indeterminate amount of additional securities to adjust
the number of securities reserved for issuance pursuant to the Plans as a result
of a stock split, stock dividend or similar transaction affecting the Common
Stock.</FONT></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>
2,394,000 and 1,406,000 shares are being registered on behalf of (a) the MCN
Energy Group Savings and Stock Ownership Plan and (b) the MichCon Investment and
Stock Ownership Plan, respectively.</FONT></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(3)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>
Pursuant to Rule 457(h) and (c) under the Securities Act and solely for the
purpose of calculating the registration fee, the proposed maximum offering price
per share is based upon the average of the high and low prices of the
Registrant&#146;s Common Stock, as reported on the New York Stock Exchange on
May 30, 2001.</FONT></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT SIZE=-1>(4)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=-1>
One Right to purchase 1/100 of Series A Junior Participating Preferred Stock
automatically trades with each share of the Common Stock pursuant to the Rights
Agreement, dated as of September 23, 1997, between DTE and The Detroit Edison
Company, as Rights Agent.</FONT></TD>
</TR>
</TABLE>
<BR>

<HR SIZE=2 NOSHADE>
<PAGE>

<P ALIGN=CENTER>
                                     <B>PART I<BR>
<BR>
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B>
</P>

<P>As permitted by Rule 428
under the Securities Act of 1933, this Registration Statement omits the
information specified in Part I of Form S&#150;8. The documents containing the
information specified in Part I will be delivered to the participants in the
Plans covered by this Registration Statement, as required by Rule&#160;428(b).
Such documents are not being filed with the Securities and Exchange Commission
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933, as amended. </P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>

<P ALIGN=CENTER>
                                      -2-
</P>
<HR SIZE=2 NOSHADE>
<PAGE>

<P ALIGN=CENTER>
                                    <B>PART II<BR>
<BR>
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</P>
<P>
<B>Item 3.&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference</B>
</P>

<P>The following documents, as
filed with the Securities and Exchange Commission, are incorporated herein by
reference: </P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(i) </TD>
     <TD WIDTH=95%>
the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000;</TD>
</TR>
</TABLE>
<BR>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(ii) </TD>
     <TD WIDTH=95%>
the Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001; </TD>
</TR>
</TABLE>
<BR>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(iii) </TD>
     <TD WIDTH=95%>
the Annual Report on Form 11-K filed for each of the Plans for the Plan year ended December 31, 1999;</TD>
</TR>
</TABLE>
<BR>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(iv)</TD>
     <TD WIDTH=95%>
the description of the Registrant's Common Stock, contained in the Registrant's
Registration Statement on Form
8-B, dated January 2, 1996;</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(v)</TD>
     <TD WIDTH=95%>
the description of the Registrant&#146;s Preferred Stock Purchase Rights which
automatically trade at this time with the Common Stock, contained in the
Registrant&#146;s Registration Statement on Form 8-A, dated September 23, 1997;
and
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(vi)</TD>
     <TD WIDTH=95%>
the Registrant&#146;s
Current Reports on Form 8-K dated March 7, 2001, May 24, 2001 and June 1, 2001.</TD>
</TR>
</TABLE>
<BR>

<P>All documents filed by the Registrant
or the Plans pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. </P>

<P>Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement. </P>

<P>
<B>Item 4.&nbsp;&nbsp;&nbsp;Description of Securities</B>
</P>
<P>
Not applicable.
</P>
<P><B>Item 5.&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel</B></P>

<P>Not applicable.</P>

<P><B>Item 6.&nbsp;&nbsp;&nbsp;Indemnification of Directors and Officers</B></P>

<P>(a) <I>Indemnification.</I>
The DTE Energy Company Amended and Restated Articles of Incorporation provide
that, to the fullest extent permitted by the Michigan Business Corporations Act
(the &#147;Act&#148;) or any other applicable law, no director of DTE shall be
personally liable to DTE or its shareholders for or with respect to any acts or
omissions in the performance of his or her duties as a director of DTE. </P>

<P ALIGN=CENTER>
                                      -3-
</P>
<HR SIZE=2 NOSHADE>
<PAGE>

<P>DTE&#146;s articles of
incorporation further state that each person who is or was or had agreed to
become a director or officer of DTE, or each such person who is or was serving
or who had agreed to serve at the request of DTE&#146;s board of directors as an
employee or agent of DTE or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including
the heirs, executors, administrators or estate of such person), shall be
indemnified by DTE to the fullest extent permitted by the Act or by any other
applicable law. </P>

<P>DTE&#146;s articles of
incorporation further state that DTE may enter into one or more agreements with
any person, which agreements provide for indemnification greater or different
than that provided in the articles of incorporation. </P>

<P>Section 209(c) of the Act
permits a corporation to eliminate or limit a director&#146;s liability to the
corporation or its shareholders for money damages for any action taken or any
failure to take action as a director, except liability for (1) the amount of
financial benefit received by a director to which he or she is not entitled; (2)
the intentional infliction of harm on the corporation or the shareholders; (3) a
violation of Section 551 of the Act, dealing with unlawful distributions; or (4)
for an intentional criminal act. </P>

<P>Sections 561 and 562 of the
Act permit a corporation to indemnify its directors and officers against
expenses (including attorneys&#146; fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties, if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. In a derivative action, <I>i.e.</I>, one by or in the right of the
corporation, indemnification may be made for expenses actually and reasonably
incurred by directors and officers in connection with the defense or settlement
of an action or suit, but only with respect to a matter as to which they have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
will be made if such person will have been found liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought will determine upon application that the defendant officers or directors
are fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability. </P>

<P>Section 563 of the Act
provides that a director or officer who has been successful on the merits or
otherwise in defense of an action, suit or proceeding referred to in Sections
561 and 562 <I>shall</I> be indemnified against actual and reasonable expenses,
including attorney&#146;s fees, incurred by him or her in connection with the
action, suit or proceeding, or proceeding brought to enforce this mandatory
indemnification. </P>

<P>(b) <I>Insurance.</I> DTE
(with respect to indemnification liability) and its directors and officers (in
their capacities as such) are insured against liability for wrongful acts (to
the extent defined) under three insurance policies providing aggregate coverage
in the amount of $100 million. </P>

<P><B>Item 7.&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed.</B></P>

<P>Not applicable.</P>

<P><B>Item 8.&nbsp;&nbsp;&nbsp;Exhibits.</B></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=BOTTOM>
     <TD WIDTH=10%>
Exhibit<BR>
<U>Number</U></TD>
     <TD WIDTH=90%><U>Description</U></TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.01</TD>
     <TD WIDTH=90%>
Amended and Restated Articles of Incorporation of DTE Energy Company
(incorporated herein by reference to Exhibit 3-5 to DTE&#146;s Form 10-Q for the
quarter ended September 30, 1997 (File No. 1-11607)), dated December 13, 1995,
as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company
</TD>
</TR>
</TABLE>
<BR>
<P ALIGN=CENTER>
                                      -4-
</P>
<HR SIZE=2 NOSHADE>
<PAGE>

<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
(incorporated herein by reference to
Exhibit 3-6 to DTE&#146;s Form 10-Q for the quarter ended September 30, 1997).
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.02</TD>
     <TD WIDTH=90%>
Bylaws of DTE Energy Company, as amended through September 22, 1999
(incorporated herein by reference
to Exhibit 3-3 to Registration No. 333-89175).</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.03</TD>
     <TD WIDTH=90%>
Rights Agreement, dated as of September 23, 1997, between DTE Energy Company and
The Detroit Edison Company, as Rights Agent, including the Form of Rights
Certificate attached as Exhibit B thereto (incorporated herein by reference to
Exhibit 4.1 to DTE&#146;s Form 8-K, dated September 23, 1997 (File No.
1-11607)).</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.04</TD>
     <TD WIDTH=90%>
MCN Energy Group Savings and Stock Ownership Plan, as amended.
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.05</TD>
     <TD WIDTH=90%>
MichCon Investment and Stock Ownership Plan, as amended.</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>23.1</TD>
     <TD WIDTH=90%>Consent of Deloitte &amp; Touche LLP.</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>23.2</TD>
     <TD WIDTH=90%>
Consent of George Johnson &amp; Company.</TD>
</TR>
</TABLE>
<BR>

<P><B>Item 9.&nbsp;&nbsp;&nbsp;Undertakings.</B></P>

<P>The undersigned Registrant hereby undertakes:</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(1)</TD>
     <TD WIDTH=95%>
To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
 </TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD WIDTH=5%>(i)</TD>
     <TD WIDTH=90%>
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>(ii)</TD>
<TD WIDTH=90%>
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, represent 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 &#147;Calculation of Registration Fee&#148;
table in the effective registration statement.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=5%>(iii)</TD>
<TD WIDTH=90%>
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;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>
<I>provided,
however</I>, that paragraphs (1)(i) and (1)(ii) of this Item 9 do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.</TD>
</TR>
</TABLE>
<BR>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(2)</TD>
     <TD WIDTH=95%>
That, for the purpose of determining any liability under the Securities Act of
1933, 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
<I>bona fide</I> offering thereof.
 </TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>
-5-
</P>
<HR SIZE=2 NOSHADE>
<PAGE>

<BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(3)</TD>
     <TD WIDTH=95%>
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.
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(4)</TD>
     <TD WIDTH=95%>
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 <I>bona fide</I> offering
thereof.
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%>(5)</TD>
     <TD WIDTH=95%>
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.
</TD>
</TR>
</TABLE>

<P ALIGN=CENTER>
-6-
</P>
<HR SIZE=2 NOSHADE>
<PAGE>

<P ALIGN=CENTER>
                                   <B>SIGNATURES</B>
</P>

<P><B>The Registrant.</B></P>

<P>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-8 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 this 4th day of June, 2001. </P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>DTE ENERGY COMPANY<BR><BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>By: </TD>
     <TD COLSPAN=2>/S/ ANTHONY F. EARLEY, JR.</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Anthony F. Earley, Jr.<BR>
Chairman of the Board, President<BR>
Chief Executive Officer
</TD>
</TR>
</TABLE>

<P>Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated. </P>

<PRE>
         <U>Signature</U>                              <U>Title</U>                   <U>Date</U>

&nbsp;&nbsp;&nbsp;<B>Principal Executive Officers:</B>

                                  Chairman of the Board,
                                  President, Chief Executive
/S/ ANTHONY F. EARLEY, JR.        Officer and Director               June 4, 2001
--------------------------
Anthony F. Earley, Jr.

                                  President, DTE Energy
/S/ GERARD M. ANDERSON            Resources Group                    June 4, 2001
--------------------------
Gerard M. Anderson

                                  President, DTE Distribution
/S/ ROBERT J. BUCKLER             Group                              June 4, 2001
--------------------------
Robert J. Buckler


&nbsp;&nbsp;&nbsp;<B>Principal Financial Officer:</B>


                                  Senior Vice President, Chief
/S/ DAVID E. MEADOR               Financial Officer                  June 4, 2001
--------------------------
David E. Meador


&nbsp;&nbsp;&nbsp;<B>Principal Accounting Officer:</B>



/S/ DANIEL G. BRUDZYNSKI           Vice President and Controller     June 4, 2001
--------------------------
Daniel G. Brudzynski

</PRE>

<P ALIGN=CENTER>
                                      -7-
</P>
<HR SIZE=2 NOSHADE>
<PAGE>

<PRE>

/S/ TERENCE E. ADDERLEY           Director                           June 4, 2001
--------------------------
Terence E. Adderley


/S/ LILLIAN BAUDER                Director                           June 4, 2001
--------------------------
Lillian Bauder


/S/ DAVID BING                    Director                           June 4, 2001
--------------------------
David Bing


/S/ ALLAN D. GILMOUR              Director                           June 4, 2001
--------------------------
Allan D. Gilmour


/S/ ALFRED R. GLANCY              Director                           June 4, 2001
--------------------------
Alfred R. Glancy III


/S/ FRANK M. HENNESSEY            Director                           June 4, 2001
--------------------------
Frank M. Hennessey


/S/ THEODORE S. LEIPPRANDT        Director                           June 4, 2001
--------------------------
Theodore S. Leipprandt


/S/ JOHN E. LOBBIA                Director                           June 4, 2001
--------------------------
John E. Lobbia


/S/ EUGENE A. MILLER              Director                           June 4, 2001
--------------------------
Eugene A. Miller


/S/ CHARLES W. PRYOR, JR.         Director                           June 4, 2001
--------------------------
Charles W. Pryor, Jr.


/S/ HOWARD F. SIMS                Director                           June 4, 2001
--------------------------
Howard F. Sims

</PRE>

<P ALIGN=CENTER>
                                      -8-
</P>
<HR SIZE=2 NOSHADE>

<PAGE>


<P><B>The Plans.</B></P>

<P>Pursuant to the
requirements of the Securities Act of 1933, the Board of Directors of DTE
Enterprises, Inc., as the person that administers the MCN Energy Group Savings
and Stock Ownership Plan, 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 June 4, 2001. </P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>&nbsp;<BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD COLSPAN=2>/S/ SUSAN M. BEALE</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Susan M. Beale<BR>
Director
</TD>
</TR>
</TABLE>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>&nbsp;<BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD COLSPAN=2>/S/ ANTHONY F. EARLEY, JR.</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Anthony F. Earley, Jr.<BR>
Director
</TD>
</TR>
</TABLE>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>&nbsp;<BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD COLSPAN=2>/S/ ERIC H. PETERSON</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Eric H. Peterson<BR>
Director
</TD>
</TR>
</TABLE>


<P>Pursuant to the
requirements of the Securities Act of 1933, the Board of Directors, as the
person that administers the MichCon Investment and Stock Ownership Plan, 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 June 4, 2001. </P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>&nbsp;<BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD COLSPAN=2>/S/ SUSAN M. BEALE</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Susan M. Beale<BR>
Director
</TD>
</TR>
</TABLE>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>&nbsp;<BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD COLSPAN=2>/S/ ANTHONY F. EARLEY, JR.</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Anthony F. Earley, Jr.<BR>
Director
</TD>
</TR>
</TABLE>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 width=90%>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp;</TD>
     <TD COLSPAN=3>&nbsp;<BR><BR></TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;</TD>
     <TD COLSPAN=2>/S/ ERIC H. PETERSON</TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%>&nbsp;&nbsp; </TD>
     <TD COLSPAN=2><hr noshade size=1> </TD>
</TR>
<TR valign=top>
     <TD WIDTH=50%>&nbsp;&nbsp; </TD>
     <TD WIDTH=5%> &nbsp;&nbsp;</TD>
     <TD WIDTH=8%>
Name:<BR>
Title:
</TD>
     <TD WIDTH=37%>
Eric H. Peterson<BR>
Director
</TD>
</TR>
</TABLE>

<P ALIGN=CENTER>
                                      -9-
</P>
<HR SIZE=2 NOSHADE>
<PAGE>

<P ALIGN=CENTER>
                                  <B>EXHIBIT INDEX</B>
</P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=BOTTOM>
     <TD WIDTH=10%>
Exhibit<BR>
<U>Number</U></TD>
     <TD WIDTH=90%><U>Description</U></TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.01</TD>
     <TD WIDTH=90%>
Amended and Restated Articles of Incorporation of DTE Energy Company
(incorporated herein by reference to Exhibit 3-5 to DTE&#146;s Form 10-Q for the
quarter ended September 30, 1997 (File No. 1-11607)), dated December 13, 1995,
as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company
(incorporated herein by reference to
Exhibit 3-6 to DTE&#146;s Form 10-Q for the quarter ended September 30, 1997).
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.02</TD>
     <TD WIDTH=90%>
Bylaws of DTE Energy Company, as amended through September 22, 1999
(incorporated herein by reference
to Exhibit 3-3 to Registration No. 333-89175).</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.03</TD>
     <TD WIDTH=90%>
Rights Agreement, dated as of September 23, 1997, between DTE Energy Company and
The Detroit Edison Company, as Rights Agent, including the Form of Rights
Certificate attached as Exhibit B thereto (incorporated herein by reference to
Exhibit 4.1 to DTE&#146;s Form 8-K, dated September 23, 1997 (File No.
1-11607)).</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.04</TD>
     <TD WIDTH=90%>
MCN Energy Group Savings and Stock Ownership Plan, as amended.
</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>4.05</TD>
     <TD WIDTH=90%>
MichCon Investment and Stock Ownership Plan, as amended.</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>23.1</TD>
     <TD WIDTH=90%>Consent of Deloitte &amp; Touche LLP.</TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>23.2</TD>
     <TD WIDTH=90%>
Consent of George Johnson &amp; Company.</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER>
                                      -10-
</P>
<HR SIZE=2 NOSHADE>

</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "sc0054.htm", "description": "FORM S-8", "secsgml_size_bytes": 33322}]
{"company-data": {"conformed-name": "DTE ENERGY CO", "cik": "0000936340", "assigned-sic": "4911", "irs-number": "383217752", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62192", "film-number": "1653359"}, "business-address": {"street1": "2000 2ND AVENUE", "street2": "ROOM 2412", "city": "DETRIOT", "state": "MI", "zip": "48226-1279", "phone": "3132354000"}, "mail-address": {"street1": "2000 2ND AVENUE", "street2": "ROOM 2412", "city": "DETRIOT", "state": "MI", "zip": "48226"}, "former-company": {"former-conformed-name": "DTE HOLDINGS INC", "date-changed": "19950127"}}
Form S-8
As filed with the Securities and Exchange Commission on June 4, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DTE ENERGY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
38-3217752
(I.R.S. Employer
Identification No.)
2000 2nd Avenue
Detroit, Michigan 48226
(Address of Principal Executive Offices)
48226-1279
(Zip Code)
MCN ENERGY GROUP SAVINGS AND STOCK OWNERSHIP PLAN
and
MICHCON INVESTMENT AND STOCK OWNERSHIP PLAN
(Full Title of the Plans)
Susan M. Beale
2000 2nd Avenue
Detroit, Michigan 48226
(313) 235-4000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Joseph B. Frumkin
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be
Registered
Amount To Be
Registered(1)(2)(4)
Proposed Maximum
Offering Price Per Share(3)
Proposed Maximum
Aggregate Offering Price(3)
Amount Of
Registration Fee
Common Stock, without par value
3,800,000
$43.63
$165,794,000
$41,448.50
(1)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act") this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein. Pursuant to Rule 416, this Registration
Statement also covers an indeterminate amount of additional securities to adjust
the number of securities reserved for issuance pursuant to the Plans as a result
of a stock split, stock dividend or similar transaction affecting the Common
Stock.
(2)
2,394,000 and 1,406,000 shares are being registered on behalf of (a) the MCN
Energy Group Savings and Stock Ownership Plan and (b) the MichCon Investment and
Stock Ownership Plan, respectively.
(3)
Pursuant to Rule 457(h) and (c) under the Securities Act and solely for the
purpose of calculating the registration fee, the proposed maximum offering price
per share is based upon the average of the high and low prices of the
Registrant's Common Stock, as reported on the New York Stock Exchange on
May 30, 2001.
(4)
One Right to purchase 1/100 of Series A Junior Participating Preferred Stock
automatically trades with each share of the Common Stock pursuant to the Rights
Agreement, dated as of September 23, 1997, between DTE and The Detroit Edison
Company, as Rights Agent.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
As permitted by Rule 428
under the Securities Act of 1933, this Registration Statement omits the
information specified in Part I of Form S–8. The documents containing the
information specified in Part I will be delivered to the participants in the
Plans covered by this Registration Statement, as required by Rule 428(b).
Such documents are not being filed with the Securities and Exchange Commission
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933, as amended.
-2-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents by Reference
The following documents, as
filed with the Securities and Exchange Commission, are incorporated herein by
reference:
(i)
the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000;
(ii)
the Registrant's Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001;
(iii)
the Annual Report on Form 11-K filed for each of the Plans for the Plan year ended December 31, 1999;
(iv)
the description of the Registrant's Common Stock, contained in the Registrant's
Registration Statement on Form
8-B, dated January 2, 1996;
(v)
the description of the Registrant's Preferred Stock Purchase Rights which
automatically trade at this time with the Common Stock, contained in the
Registrant's Registration Statement on Form 8-A, dated September 23, 1997;
and
(vi)
the Registrant's
Current Reports on Form 8-K dated March 7, 2001, May 24, 2001 and June 1, 2001.
All documents filed by the Registrant
or the Plans pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all such securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein) modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4.   Description of Securities
Not applicable.
Item 5.   Interests of Named Experts and Counsel
Not applicable.
Item 6.   Indemnification of Directors and Officers
(a)
Indemnification.
The DTE Energy Company Amended and Restated Articles of Incorporation provide
that, to the fullest extent permitted by the Michigan Business Corporations Act
(the "Act") or any other applicable law, no director of DTE shall be
personally liable to DTE or its shareholders for or with respect to any acts or
omissions in the performance of his or her duties as a director of DTE.
-3-
DTE's articles of
incorporation further state that each person who is or was or had agreed to
become a director or officer of DTE, or each such person who is or was serving
or who had agreed to serve at the request of DTE's board of directors as an
employee or agent of DTE or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (including
the heirs, executors, administrators or estate of such person), shall be
indemnified by DTE to the fullest extent permitted by the Act or by any other
applicable law.
DTE's articles of
incorporation further state that DTE may enter into one or more agreements with
any person, which agreements provide for indemnification greater or different
than that provided in the articles of incorporation.
Section 209(c) of the Act
permits a corporation to eliminate or limit a director's liability to the
corporation or its shareholders for money damages for any action taken or any
failure to take action as a director, except liability for (1) the amount of
financial benefit received by a director to which he or she is not entitled; (2)
the intentional infliction of harm on the corporation or the shareholders; (3) a
violation of Section 551 of the Act, dealing with unlawful distributions; or (4)
for an intentional criminal act.
Sections 561 and 562 of the
Act permit a corporation to indemnify its directors and officers against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties, if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. In a derivative action,
i.e.
, one by or in the right of the
corporation, indemnification may be made for expenses actually and reasonably
incurred by directors and officers in connection with the defense or settlement
of an action or suit, but only with respect to a matter as to which they have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
will be made if such person will have been found liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought will determine upon application that the defendant officers or directors
are fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Section 563 of the Act
provides that a director or officer who has been successful on the merits or
otherwise in defense of an action, suit or proceeding referred to in Sections
561 and 562
shall
be indemnified against actual and reasonable expenses,
including attorney's fees, incurred by him or her in connection with the
action, suit or proceeding, or proceeding brought to enforce this mandatory
indemnification.
(b)
Insurance.
DTE
(with respect to indemnification liability) and its directors and officers (in
their capacities as such) are insured against liability for wrongful acts (to
the extent defined) under three insurance policies providing aggregate coverage
in the amount of $100 million.
Item 7.   Exemption from Registration Claimed.
Not applicable.
Item 8.   Exhibits.
Exhibit
Number
Description
4.01
Amended and Restated Articles of Incorporation of DTE Energy Company
(incorporated herein by reference to Exhibit 3-5 to DTE's Form 10-Q for the
quarter ended September 30, 1997 (File No. 1-11607)), dated December 13, 1995,
as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company
-4-
(incorporated herein by reference to
Exhibit 3-6 to DTE's Form 10-Q for the quarter ended September 30, 1997).
4.02
Bylaws of DTE Energy Company, as amended through September 22, 1999
(incorporated herein by reference
to Exhibit 3-3 to Registration No. 333-89175).
4.03
Rights Agreement, dated as of September 23, 1997, between DTE Energy Company and
The Detroit Edison Company, as Rights Agent, including the Form of Rights
Certificate attached as Exhibit B thereto (incorporated herein by reference to
Exhibit 4.1 to DTE's Form 8-K, dated September 23, 1997 (File No.
1-11607)).
4.04
MCN Energy Group Savings and Stock Ownership Plan, as amended.
4.05
MichCon Investment and Stock Ownership Plan, as amended.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of George Johnson & Company.
Item 9.   Undertakings.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, 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;
(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, represent 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 (1)(i) and (1)(ii) of this Item 9 do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, 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.
-5-
(3)
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.
(4)
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(5)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.
-6-
SIGNATURES
The Registrant.
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-8 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 this 4th day of June, 2001.
DTE ENERGY COMPANY
By:
/S/ ANTHONY F. EARLEY, JR.
Name:
Title:
Anthony F. Earley, Jr.
Chairman of the Board, President
Chief Executive Officer
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature
Title
Date
Principal Executive Officers:
Chairman of the Board,
                                  President, Chief Executive
/S/ ANTHONY F. EARLEY, JR.        Officer and Director               June 4, 2001
--------------------------
Anthony F. Earley, Jr.

                                  President, DTE Energy
/S/ GERARD M. ANDERSON            Resources Group                    June 4, 2001
--------------------------
Gerard M. Anderson

                                  President, DTE Distribution
/S/ ROBERT J. BUCKLER             Group                              June 4, 2001
--------------------------
Robert J. Buckler
Principal Financial Officer:
Senior Vice President, Chief
/S/ DAVID E. MEADOR               Financial Officer                  June 4, 2001
--------------------------
David E. Meador
Principal Accounting Officer:
/S/ DANIEL G. BRUDZYNSKI           Vice President and Controller     June 4, 2001
--------------------------
Daniel G. Brudzynski
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/S/ TERENCE E. ADDERLEY           Director                           June 4, 2001
--------------------------
Terence E. Adderley

/S/ LILLIAN BAUDER                Director                           June 4, 2001
--------------------------
Lillian Bauder

/S/ DAVID BING                    Director                           June 4, 2001
--------------------------
David Bing

/S/ ALLAN D. GILMOUR              Director                           June 4, 2001
--------------------------
Allan D. Gilmour

/S/ ALFRED R. GLANCY              Director                           June 4, 2001
--------------------------
Alfred R. Glancy III

/S/ FRANK M. HENNESSEY            Director                           June 4, 2001
--------------------------
Frank M. Hennessey

/S/ THEODORE S. LEIPPRANDT        Director                           June 4, 2001
--------------------------
Theodore S. Leipprandt

/S/ JOHN E. LOBBIA                Director                           June 4, 2001
--------------------------
John E. Lobbia

/S/ EUGENE A. MILLER              Director                           June 4, 2001
--------------------------
Eugene A. Miller

/S/ CHARLES W. PRYOR, JR.         Director                           June 4, 2001
--------------------------
Charles W. Pryor, Jr.

/S/ HOWARD F. SIMS                Director                           June 4, 2001
--------------------------
Howard F. Sims
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The Plans.
Pursuant to the
requirements of the Securities Act of 1933, the Board of Directors of DTE
Enterprises, Inc., as the person that administers the MCN Energy Group Savings
and Stock Ownership Plan, 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 June 4, 2001.
/S/ SUSAN M. BEALE
Name:
Title:
Susan M. Beale
Director
/S/ ANTHONY F. EARLEY, JR.
Name:
Title:
Anthony F. Earley, Jr.
Director
/S/ ERIC H. PETERSON
Name:
Title:
Eric H. Peterson
Director
Pursuant to the
requirements of the Securities Act of 1933, the Board of Directors, as the
person that administers the MichCon Investment and Stock Ownership Plan, 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 June 4, 2001.
/S/ SUSAN M. BEALE
Name:
Title:
Susan M. Beale
Director
/S/ ANTHONY F. EARLEY, JR.
Name:
Title:
Anthony F. Earley, Jr.
Director
/S/ ERIC H. PETERSON
Name:
Title:
Eric H. Peterson
Director
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EXHIBIT INDEX
Exhibit
Number
Description
4.01
Amended and Restated Articles of Incorporation of DTE Energy Company
(incorporated herein by reference to Exhibit 3-5 to DTE's Form 10-Q for the
quarter ended September 30, 1997 (File No. 1-11607)), dated December 13, 1995,
as amended by Certificate of Designation of Series A Junior Participating
Preferred Stock of DTE Energy Company
(incorporated herein by reference to
Exhibit 3-6 to DTE's Form 10-Q for the quarter ended September 30, 1997).
4.02
Bylaws of DTE Energy Company, as amended through September 22, 1999
(incorporated herein by reference
to Exhibit 3-3 to Registration No. 333-89175).
4.03
Rights Agreement, dated as of September 23, 1997, between DTE Energy Company and
The Detroit Edison Company, as Rights Agent, including the Form of Rights
Certificate attached as Exhibit B thereto (incorporated herein by reference to
Exhibit 4.1 to DTE's Form 8-K, dated September 23, 1997 (File No.
1-11607)).
4.04
MCN Energy Group Savings and Stock Ownership Plan, as amended.
4.05
MichCon Investment and Stock Ownership Plan, as amended.
23.1
Consent of Deloitte & Touche LLP.
23.2
Consent of George Johnson & Company.
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