Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of 65 338K
Securities Issued in a
Business-Combination Transaction
2: EX-3.(C) By-Laws of Dte Holdings, Inc. 12 53K
3: EX-3.(D) Form of By-Laws of Dte Holdings 12 54K
4: EX-5 Opinion of Christopher C. Nern 2 13K
5: EX-8 Opinion of Jones, Day, Reavis & Pogne 3 14K
6: EX-23.(C) Consent of Price Waterhouse LLP 1 6K
7: EX-99.(A) Form of Proxy Card 4 19K
8: EX-99.(B) Consents of Persons to Be Elected Directors 13 25K
EX-99.(A) — Form of Proxy Card
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Exhibit 99(A)
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PROXY PLEASE USE AN X TO INDICATE YOUR VOTE IN BOXES BELOW.
Election of Directors: Nominees are Terence E. Adderley, Your Board of Directors Recommends a Vote
Anthony F. Earley, Jr., Allan D. Gilmour and Theodore S. Leipprandt. For Proposals 1, 2, 3, & 4.
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-------------------------------------------------------------- 1. Election of Directors * For Withheld
*To withhold vote from any Nominee(s), write the name(s) here: [] []
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2. Exchange Agreement For Against Abstain
[] [] []
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3. Long-Term Incentive Plan For Against Abstain
[] [] []
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4. Independent Accountants For Against Abstain
[] [] []
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The signature(s) below should correspond exactly with the
name(s) as shown on the left. Where stock is registered
jointly in the names of two or more persons, ALL should
sign. When signing as Attorney, Executor, Administrator,
Trustee, Guardian or as Corporate Officer on behalf of a
Corporation, please give full title as such.
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Signature(s) Date
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Detach Here
[Detroit Edison logo] 2000 2nd Avenue
Detroit, Michigan 48226
ANNUAL MEETING OF SHAREHOLDERS - APRIL 24, 1995
The Annual Meeting of Shareholders of The Detroit Edison Company will be held
on Monday, April 24, 1995, at the Detroit Edison General Office Building, 2000
2nd Avenue, Detroit, Michigan, at 10:00 a.m., Detroit time.
PROXY CARD - The top portion of this form is your Proxy Card. Please
record your vote, sign and date the Proxy Card and then detach and return the
completed Proxy Card promptly in the enclosed reply envelope. You should do so
even if you plan to attend the Annual Meeting.
THE DETROIT EDISON COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY By signing on the other side, I (we) appoint Theodore S. Leipprandt,
Patricia S. Longe, Dean E. Richardson, and any of them, as proxies to vote my
(our) shares of Common Stock at the Annual Meeting of Shareholders to be held
on Monday, April 24, 1995, and at all adjournments thereof, upon the matters
set forth on the reverse side hereof and upon such other matters as may come
before the meeting.
If you sign and return this proxy, the shares will be voted as directed. IF NO
DIRECTION IS INDICATED, THE SHARES WILL BE VOTED FOR PROPOSALS 1, 2, 3, AND 4.
If the proxy is not signed and returned, the shares cannot be voted for you.
RECORD VOTE AND SIGN ON REVERSE SIDE
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[DETROIT EDISON LETTERHEAD]
March 17, 1995
Dear Savings & Investment Plan Participant:
As a participant in the Detroit Edison Savings & Investment Plan, you are
entitled to direct Fidelity Management Trust Company to vote on your behalf at
the April 24 Annual Meeting of Detroit Edison Common Stock Shareholders. Use
the enclosed form to show how you would like Fidelity to vote.
Shareholders will be voting on four issues at the April meeting. They
will be asked to elect four members to the Company's Board of Directors, approve
the Exchange Agreement resulting in the formation of a holding company, approve
a Long-Term Incentive Plan and ratify the appointment of Deloitte & Touche LLP
as independent accountants.
To complete the form, simply follow the instructions on the Confidential
Voting Instructions Form.
By completing the voting form enclosed, you will be participating in an
important Company decision-making process. Please take the time to review the
instructions provided, complete the form and return it in the enclosed envelope.
Sincerely,
/s/ John E. Lobbia
Enclosure
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
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CONFIDENTIAL VOTING INSTRUCTIONS
TO FIDELITY MANAGEMENT TRUST COMPANY AS TRUSTEE
UNDER THE DETROIT EDISON SAVINGS & INVESTMENT PLANS
This voting instructions form is sent on behalf of the Board of Directors of The
Detroit Edison Company. Please complete this form on the reverse side, sign
your name exactly as it appears above, and return it in the enclosed envelope
to Fidelity Management Trust Company.
IF YOU SIGN AND RETURN THIS FORM BY APRIL 20, 1995, THE SHARES WILL BE VOTED AS
DIRECTED. IF NO DIRECTION IS INDICATED, THE SHARES WILL BE VOTED FOR PROPOSALS
1, 2, 3, and 4. IF THIS FORM IS NOT SIGNED AND RETURNED, THE SHARES CANNOT BE
VOTED FOR YOU.
Only the Trustee can vote your shares, and the Trustee only votes shares for
which the Trustee has received signed voting instructions. Your shares
cannot be voted in person at the Annual Meeting. How you vote these shares is
confidential. The Trustee will not disclose to the Company how you have
instructed the Trustee to vote.
I, as participant in the Detroit Edison Savings & Investment Plan, hereby
direct Fidelity Management Trust Company as Trustee for the Plan to vote all of
the shares of Common Stock of The Detroit Edison Company represented by my
proportionate interest in the Trust at the Annual Meeting of Common Stock
Shareholders of the Company to be held on Monday, April 24, 1995, and at all
adjournments thereof, upon the matters set forth on the reverse side hereof and
upon such other matters as may come before the meeting.
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PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
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ELECTION OF DIRECTORS PLEASE USE AN X TO INDICATE YOUR VOTE IN BOXES BELOW.
Terence E. Adderley Anthony F. Earley, Jr. YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS
Allan D. Gilmour Theodore S. Liepprandt 1, 2, 3 and 4.
----------------------------------------------------------- 1. ELECTION OF DIRECTORS
*To withhold vote from any Nominee(s), write the name(s) above: [] FOR [] WITHHELD
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2. EXCHANGE AGREEMENT
[] FOR [] AGAINST [] ABSTAIN
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3. LONG-TERM INCENTIVE PLAN
[] FOR [] AGAINST [] ABSTAIN
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4. INDEPENDENT ACCOUNTANTS
[] FOR [] AGAINST [] ABSTAIN
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DATE: _____________, 1995
SIGNATURE SHOULD CORRESPOND EXACTLY WITH YOUR
NAME AS PRINTED ON THE LEFT SIDE OF THIS FORM.
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Signature(s) Date
Dates Referenced Herein
| Referenced-On Page |
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This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 4/24/95 | | 1 | | 3 | | | None on these Dates |
| | 4/20/95 | | 3 |
| | 3/17/95 | | 3 |
Filed on: | | 3/9/95 |
| List all Filings |
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