Company Name: Detroit Edison Co.
Public Availability Date: 01-16-1996
[INQUIRY LETTER 1]
DETROIT EDISON
2000 SECOND AVENUE
DETROIT, MICHIGAN 48226
TELEPHONE(313) 237-8000 January 04, 1996 Securities and Exchange Commission
Judiciary Plaza
450 Fifth St. NW
Washington, DC 20549 Attention: Office of Chief Counsel
Division of Corporation Finance Re: Shareholder Proposals Submitted by Sisters of Mercy of the
Americas, Sisters Servants of the Immaculate Heart of Mary,
and Sisters of St. Joseph Gentlemen: The Detroit Edison Company has received Shareholder proposals from the above
cited three religious orders which seek to require the Company to prepare a
financial assessment of the comparative cost of decommissioning the Fermi-2
Nuclear Power Plant. By copy of this letter, the Company notifies the proponents
of its intention to include the proposal of the Sisters of Mercy of the Americas
in the Company's Proxy material but to omit the proposals from the Sisters,
Servants of the Immaculate Heart of Mary and the Sisters of St. Joseph from the
Company's Proxy Statement and form of proxy for the 1996 Annual Meeting of
Shareholders. This letter constitutes the Company's statement of the reasons it
deems this omission to be proper. On behalf of the Company and in accordance with Rule 14A-8 promulgated under the
Securities Exchange Act of 1934 as amended, I am writing to request that the
division not recommend any enforcement action if the proposals are omitted. The
Detroit Edison Company has become a wholly owned subsidiary of DTE Energy
Company, whose Annual Meeting is scheduled for April 22, 1996. I am enclosing
six copies of the proposals and supporting statements and this letter as
required by the Rule. On November 15, 1995, the Company received the Shareholder Proposal from the
Sisters of Mercy of the Americas, identified in the attached documents as
Exhibit 1. On November 17, 1995, the Company received shareholder proposals from
the Sisters Servants of the Immaculate Heart of Mary, identified as Exhibit 2,
and the Sisters of St. Joseph identified as Exhibit 3. As you will note, each
shareholder proposal is identical. The Company notified each of the religious orders that their proposals as
originally drafted exceeded the 500 word limit contained in Rule 14A-8. Within
the 14 day period provided for in the rule, each of the three religious orders
submitted revised shareholder proposals. These revised proposals were received
on December 21, and December 22, 1995. Once again, the first revised proposal
was received by the Company from the Sisters of Mercy of the Americas. These
revised proposals are attached hereto as Exhibits 4, 5 and 6, respectively. Once
again, an examination of the shareholder proposals indicates that they are all
identical. Therefore, in reliance upon rule 14A-8(c) 11, the Company will omit
the proposals of the Sisters Servants of the Immaculate Heart of Mary and the
Sisters of St. Joseph because they are duplicative of the proposal submitted by
the Sisters of Mercy of the Americas, which the Company will include in its
proxy material having received this proposal first. Should the division have any questions or comments regarding this filing, please
contact the undersigned at (313) 237-7722. Please acknowledge receipt of this
filing by date stamping the enclosed additional copy of this letter, and
returning it in the enclosed pre-addressed, stamped envelope. Thank you for your
consideration in these matters. Very truly yours, Peter A. Marquardt PAM;ss
Encls.
[INQUIRY LETTER 2]
SISTERS OF MERCY OF THE AMERICAS
29000 ELEVEN MILE ROAD
FARMINGTON HILLS, MI 48336
TELEPHONE(810) 476-8000 November 14, 1995 Mr John E. Lobbia
Chair and Chief Executive Officer
Detroit Edison Company
2000 Second Ave.,
Detroit, MI 48226-1279 Dear Mr. Lobbia: The Sisters of Mercy-Regional Community of Detroit are owners of 420 shares of
Detroit Edison Common Stock. As stockholders we urge the companies in which we
invest to act in a socially as well as financially responsible manner. It is for
this reason that I write you today. Primarily involved in health care and
education, we are very concerned about the impact of the Fermi II nuclear power
plant on the environment and the financial implications for our company. I am authorized to notify the company through this letter of our sponsorship of
the enclosed resolution. I present it for inclusion in the proxy statement for a
vote at the next stockholders meeting in accordance with rule 14-a-8 of the
General Rules and Regulations of the Securities Exchange Act of 1934. We are
filing this resolution along with other concerned investors. Your primary
contact from the filers is the Sister Servants of the Immaculate Heart of Mary,
Sr. Theresa Coulter, IHM. Proof of ownership of shares of common stock in our company for at least the
last twelve months is attached. We will continue to hold shares in the company
through the date of the annual stockholders meeting. There will be a
representative present at the meeting to present this resolution. It is our tradition, as religious investors, to seek dialogue with companies to
discuss the issues involved in these resolutions. We hope that a dialogue of
this sort is of interest to you as well. Sincerely, Kamar Amanullah
Director of Finance Enc. cc: Sister Servants of the Immaculate Heart of Mary
ICCR SHAREHOLDER RESOLUTION for DETROIT EDISON WHEREAS: Detroit Edison is responsible for and liable for the ultimate
dismantling of the Fermi II nuclear power plant and the return of the plant size
to its original, non-radioactive, greenfield condition; WHEREAS estimates for decommissioning a large reactor vary from $130 million to
$3 billion according to a 1988 U.S. Government Accounting Office report; WHEREAS Fermi II's Nuclear Regulatory Commission license would allow the plant
to operate for 30 more years (until 2025), but accidents and/or age-related
degradation of vital safety components have caused 21 U.S. commercial nuclear
power plants to be shut down years before their licenses' expiration (at an
average of service life of 11 years); WHEREAS there has already been one serious accident at Fermi II, and Chairman
John Lobbia reported at the 1995 Annual Meeting that the cost of that accident
will be within the $70 to $80 million range; WHEREAS the longer Fermi II operates, the greater will be the accumulation of
radioactivity there, and the higher will be the radiation fields within which
demolition workers will have to work to dismantle the plant, thereby increasing
costs, liability and occupational hazards; WHEREAS the longer the plant operates, the greater will be the accumulation of
irradiated fuel rods which must be stored at the plant in a fuel pool or dry
casks requiring surveillance and maintenance; and the rods and other highly
radioactive components may then someday be transported to a federal
deep-geologic repository which has neither been finally sited nor constructed,
and may never be; WHEREAS Detroit Edison Chairman Lobbia reported at the 1995 meeting that plant
storage capacity in the spent-fuel pool at the plant will last only until 2000
and will have to be modified thereafter; WHEREAS even if safe technologies were to be developed for the dismantling of
the Fermi II buildings and reactor vessel, it is unlikely that a safe disposal
site will ever be found for the wastes contained therein which will remain
radioactive for thousands of years, or that there exist railroad or other
transportation corridors for these wastes that would be acceptable to the
public; RESOLVED: The shareholders request that the company:
(1) provide the shareholders with an independent financial assessment of the
comparative costs of dismantling Fermi II before the expiration of its operating
license versus operating it for the full licensed duration, including such costs
as:
- the stockpiling of mounting amounts in volume and radioactivity of high-and
low-level radioactive wastes for which the company may remain morally and
financially liable for an indefinite time:
- the greater number of workers needed to replace worn-out, malfunctioning or
obsolete components because of the increasing buildup of radiation levels within
the plant;
- the cost of replacement of damaged and corroded reactor internals as the plant
ages;
- the potential of another major accident;
(2) provide a summary to this assessment to shareholders in the next annual
report and a copy of the full assessment to shareholders on request. SUPPORTING STATEMENT We believe that an independent assessment of these comparative costs is
essential for realistic and responsible planning by the company. Management and
shareholders should be made aware of the inevitable long-term costs and burdens
inherent in the continued operation of Fermi II for the company, the environment
and the surrounding communities. To ignore these costs and burdens is to
jeopardize the interests of shareholders, consumers, and the public at large.
[INQUIRY LETTER 3]
IMMACULATE HEART OF MARY
610 WEST ELM AVENUE
MONROE, MI 48162-7909
TELEPHONE(313) 241-0092 November 15, 1995 John E. Lobbia
Chairman of the Board and CEO
The Detroit Edison Company
2000 Second Avenue
Detroit, MI 48226-1279 Dear Mr. Lobbia: The Sisters, Servants of the Immaculate Heart of Mary are shareholders in your
company. Throughout the years we have consistently concerned ourselves with the
social responsibility of the companies in which our funds are invested. Of
particular concern to us is your continued operation of Fermi II in Monroe,
Michigan. As a religious congregation established in Monroe over 150 years ago, we have
personal, moral and civic reasons to be alarmed by what is happening. As a part
of the local community we have experienced the dreaded reality of a major
accident at the plant. We continue to live with the accumulating nuclear wastes
and their inadequate disposal. There continues to be no national solution
forthcoming in finding a safe disposal site able to contain radioactive contents
for thousands of years. In view of these concerns and understanding that the
plant's storage capacity in the spent fuel pool will last only until 2000 and
then require modification, we believe that the costs of continuing operating the
plant are excessive. We believe that decommissioning Fermi II before the
expiration of its operating licenses may be a far more just and economical
decision than maintaining the plant. We are herewith submitting a shareholder
resolution to that effect. The Sisters, Servants of the Immaculate Heart of Mary (a Michigan non-profit
corporation) are beneficial owners of 3,026 shares of common stock. We have
verified this ownership by enclosing a written statement from our broker. We
intend to continue the ownership of these shares through the date of the
stockholders meeting. We are filing the enclosed resolution for action at the next stockholder
meeting. We submit it for inclusion in the proxy statement under Rule 14 a-8 of
the general rules and regulations of the Securities Exchange Act of 1934. We
would appreciate your indicating in the proxy statement that we are a sponsor of
this resolution. A representative of the filers will attend the stockholders
meeting to move the resolution as required by the SEC Rules. Please feel free to call me at 313-241-0092 if you have any questions about this
resolution. Sincerely, Sister Nancy Sylvester, IHM
Vice President of SSIHM
[INQUIRY LETTER 4]
SISTERS OF ST. JOSEPH
P.O. BOX 34
NAZARETH, MI 49074
TELEPHONE(616) 381-6290 November 15, 1995 Mr. John E. Lobbia
Chairman and CEO
DETROIT EDISON
2000 Michigan Avenue
Detroit, MI 48226-1279 Dear Mr. Lobbia: Over the past number of years the Sisters of St. Joseph have been concerned with
the responsible social use of our investments. As a Congregation, our works
include education on a number of levels, health care, social work, pastoral work
and missionary work in several overseas countries. We are supported by our
salaries, as well as by the income from our investments. Because of our wide exposure to the realities of our world, our concern for the
environment is upper most in our minds when we look at our investments. Of
particular concern is the amount of radioactive material that we have produced
and use in nuclear energy reactors such as at DETROIT EDISON. Because many of
our Sisters work in the Detroit area, the FERMI II plant causes us more than a
little anxiety for two reasons: 1) the disposal of radioactive material, 2) the
physical condition of the plant. I am hereby authorized to notify you of our intention to support the proposal
made by the religious groups of ICCR which has been submitted to you for your
consideration and action by the stockholders at the next annual meeting. And I
hereby submit it for inclusion in the proxy statement in accordance with the
Rule 14a-8 of the General Rules and Regulations of the Securities Exchange Act
of 1934. The Sisters of St. Joseph of Nazareth, Michigan are beneficial owners
of 600 shares of stock. Verification of ownership will be sent upon request. Sincerely, Judy Schroeder, SSJ
Treasurer
[STAFF REPLY LETTER]
January 16, 1996 RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE Re: Detroit Edison Company (the "Company")
Incoming letter dated January 4, 1996 The Company has received three proposals requesting the Company to (1) provide
the shareholders with an independent financial assessment of the comparative
costs of dismantling Fermi II before the expiration of its operating license
versus operating it for the full licensed duration; and 2) provide a summary of
this assessment to shareholders in the next annual report and a copy of the full
assessment to shareholder on request. The Company has stated that it will
include the first such proposal in its proxy statement. There appears to be some basis for your view that the two subsequently received
proposals may be omitted from the Company's proxy materials in reliance on rule
14a-8(c)(11) as the proposals appear to be substantially duplicative of the
first proposal submitted to the Company by another proponent, which proposal
will be included in the Company's proxy materials. Accordingly, assuming the
proposal submitted by the Sisters of Mercy of the Americas is included in the
Company's proxy materials, the staff will not recommend enforcement action to
the Commission if the other four proposals are omitted from the Company's proxy
materials in reliance on rule 14a-8(c)(11). Sincerely, Andrew A. Gerber
Attorney-Advisor
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