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) October 7, 2008
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Commission
File Number | | Registrant; State of Incorporation;
Address; and Telephone Number | | IRS Employer
Identification No. |
| | | | | |
| | | | | |
| 1-9513 | | CMS ENERGY CORPORATION | | 38-2726431 |
| | | (A Michigan Corporation) | | |
| | | One Energy Plaza | | |
| | | Jackson, Michigan 49201 | | |
| | | (517) 788-0550 | | |
| | | | | |
| 1-5611 | | CONSUMERS ENERGY COMPANY | | 38-0442310 |
| | | (A Michigan Corporation) | | |
| | | One Energy Plaza | | |
| | | Jackson, Michigan 49201 | | |
| | | (517) 788-0550 | | |
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))
TABLE OF CONTENTS
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| Item 7.01 | | Regulation FD Disclosure. |
CMS Energy Corporation’s (“CMS Energy”) management team will provide a business and financial outlook for the company at an investor meeting on Thursday, October 9, 2008. A copy of the CMS Energy Slide Presentation is furnished as Exhibit 99.1 to this report. Please note, Slide 15 reflects the liquidity positions of CMS Energy and Consumers Energy Company (“Consumers Energy”).
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
(d) Exhibits.
| 99.1 | | Slide Presentation of CMS Energy dated October 9, 2007. |
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| Item 2.03 | | Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. |
As of October 7, 2008, CMS Energy has recently either drawn or sent notice to draw in the aggregate $420 million in principal amount under its existing $550 million secured revolving credit facility (the “Revolving Facility”), so that CMS Energy would have cash on hand if investors tendered their convertible securities and other general corporate purposes. At this time, Consumers Energy, CMS Energy’s principal subsidiary, does not plan to make any draws on its revolving credit facility. For additional information about the Revolving Facility, including a description of maturity, interest rates, guarantees, collateral, and covenants, see the Revolving Facility, filed as Exhibit 10.2 to Form 8-K filed with the SEC on April 3, 2007 and incorporated by reference herein. See also, the Assumption and Acceptance filed as Exhibit 10.1 to Form 8-K filed on January 11, 2008 and incorporated herein by reference.
This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” each found in the MANAGEMENT’S DISCUSSION AND ANALYSIS sections of CMS Energy’s Form 10-K and Consumers Energy’s Form 10-K each for the Year Ended December 31, 2007 and as updated in CMS Energy’s and Consumers Energy’s Forms 10-Q for the Quarters Ended March 31, 2008 and June 30, 2008. CMS Energy’s and Consumers Energy’s “FORWARD-LOOKING STATEMENTS AND INFORMATION”
and “RISK FACTORS” sections are incorporated herein by reference and discuss important factors that could cause CMS Energy’s and Consumers Energy’s results to differ materially from those anticipated in such statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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| | CMS ENERGY CORPORATION
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| Dated: October 9, 2008 | By: | /s/ Thomas J. Webb | |
| | | Thomas J. Webb | |
| | | Executive Vice President and
Chief Financial Officer | |
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| | CONSUMERS ENERGY COMPANY
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| Dated: October 9, 2008 | By: | /s/ Thomas J. Webb | |
| | | Thomas J. Webb | |
| | | Executive Vice President and
Chief Financial Officer | |
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