As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-
__________________________________________________________________________
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
CMS ENERGY CORPORATION CMS ENERGY TRUST I CMS ENERGY TRUST II
(Exact name of (Exact name of (Exact name of
registrant as registrant as registrant as
specified in its specified in its specified in its
charter) charter) charter)
Michigan Delaware Delaware
(State or other (State or other (State or other
jurisdiction of jurisdiction of jurisdiction of
incorporation or incorporation or incorporation or
organization) organization) organization)
38-2726431 52-6863512 To Be Applied For
(I.R.S. Employer (I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.) Identification No.)
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(313) 436-9200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
___________________
Alan M. Wright
Senior Vice President, Chief Financial Officer and Treasurer
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(313) 436-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________
It is respectfully requested that the Commission send copies of all
notices, orders and communications to:
Michael D. VanHemert, Esq.
CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive, Suite 1100
Dearborn, Michigan 48126
(313) 436-9602
___________________
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement.
___________________
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box: __
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box: _X_
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. _X_ Registration No. 333-27849
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. __
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. __
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________________________________________________
Title of each class Amount Proposed Proposed Amount of
securities to be to be maximum offering maximum aggregate registration
registered registered (1) price per security (1)(2)(3) offering price(1)(2)(3) fee(1)
_______________________________________________________________________________________________________________________
Common Stock, par value
$.01 per share, of
CMS Energy Corporation
Subordinated Debentures
of CMS Energy Corporation(4)
Preferred Securities of
CMS Energy Trust I(5)
Preferred Securities of
CMS Energy Trust II(5)
Guarantees of CMS Energy
Corporation with respect
to Preferred Securities
of CMS Energy Trust I and
CMS Energy Trust II(6)
Stock Purchase Contracts of
CMS Energy Corporation(7)
Stock Purchase Units of
CMS Energy Corporation(7)
Total $25,500,000 100% $25,500,000 $7,727.27
_______________________________________________________________________________________________________________________
<FN>
(1) There are being registered hereunder such presently indeterminate
principal amount or number of shares of CMS Energy Corporation Common
Stock, Subordinated Debentures, Stock Purchase Contracts and Stock
Purchase Units, as well as Preferred Securities of CMS Energy Trust I
and CMS Energy Trust II, as may from time to time be issued at
indeterminate prices, plus additional shares of CMS Energy
Corporation Common Stock into which such Subordinated Debentures or
Preferred Securities may be converted.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(o) under the Securities Act of 1933 which
permits the registration fee to be calculated on the basis of the
maximum offering price of all the securities listed, the table does
not specify by each class information as to the amount to be
registered, proposed maximum offering price per unit or proposed
maximum aggregate offering price.
(3) Exclusive of accrued interest and distributions, if any.
(4) The Subordinated Debentures may be purchased by, and constitute
assets of, CMS Energy Trust I or CMS Energy Trust II, and may later
be distributed under certain circumstances to holders of Preferred
Securities. Additionally, CMS Energy Common Stock may be issued upon
conversion of any convertible Subordinated Debentures. In either
case, no additional consideration will be received.
(5) The Preferred Securities may be convertible into the Subordinated
Debentures, which may be convertible into shares of CMS Energy
Corporation Common Stock. In addition, the Preferred Securities may
be directly convertible into shares of CMS Energy Corporation Common
Stock. Shares of CMS Energy Corporation Common Stock issued upon
conversion of the Subordinated Debentures or Preferred Securities
will be issued without the payment of additional consideration.
(6) The Registration Statement is deemed to include the obligations of
CMS Energy Corporation under the Guarantee (as defined herein) and
certain backup undertakings under (i) the Subordinated Debt Indenture
(as defined herein) pursuant to which the Subordinated Debentures
will be issued; (ii) the Subordinated Debentures and (iii) the
Declarations of Trust of CMS Energy Trust I and CMS Energy Trust II,
including CMS Energy's obligations under such indenture to pay costs,
expenses, debts and liabilities of the Trusts (other than with
respect to the Preferred Securities and the Common Securities of
CMS Energy Trust I or CMS Energy Trust II), which taken together
provide a full and unconditional guarantee of amounts due on the
Preferred Securities. No separate consideration will be received for
the Guarantee and such backup undertakings. The Guarantees are not
traded separately.
(7) Includes a presently indeterminate number of shares of CMS Energy
Corporation Common Stock to be issuable by CMS Energy Corporation
upon settlement of the Stock Purchase Contracts or Stock Purchase
Units issued by CMS Energy Corporation.
This Registration Statement shall become effective upon filing with
the Commission in accordance with Rule 462(b) under the Securities Act of
1933.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE PURSUANT
TO GENERALINSTRUCTION IV OF FORM S-3
In accordance with the provisions of General Instruction IV of Form
S-3, CMS Energy Corporation ("CMS Energy") hereby incorporates by
reference the contents of Amendment No. 1 to CMS Energy's Registration
Statement on Form S-3 (Registration No. 333-27849) filed with the
Securities and Exchange Commission on June 13, 1997, which Registration
Statement was declared effective on June 13, 1997.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Registration Statement on Form S-3, as
amended (File No. 333-27849), are incorporated by reference into, and
shall be deemed part of, this Registration Statement, except the
following, which are filed herewith:
Exhibit No. Description
(4)(a) - Fourth Supplemental Indenture dated as of
September 26, 1997 between CMS Energy Corporation
and NBD Bank, as Trustee.
*(4)(b) - Fourth Supplemental Indenture dated as of
September 17, 1997 between CMS Energy Corporation
and The Chase Manhattan Bank, as Trustee.
(Designated in CMS Energy's Form S-3 Registration
Statement filed September 22, 1997, File No. 333-
36115, as Exhibit (4)(d).)
*(4)(c) - Credit Agreement dated as of July 2, 1997, among
CMS Energy, the Banks, the Administrative Agent,
Collateral Agent, Documentation Agent,
Syndication Agent, Co-Agents and Lead Manager,
all as defined therein, and the Exhibits and
Schedules thereto. (Designated in CMS Energy's
Form 10-Q for the quarter ended June 30, 1997.)
*(4)(d) - First Supplemental Indenture dated as of June 20,
1997 between CMS Energy and The Bank of New York,
as Trustee. (Designated in CMS Energy's Form 8-K
dated July 1, 1997, File No. 1-9513, as Exhibit
(4)(b).)
(5) - Opinion of Michael D. VanHemert, Assistant
General Counsel for CMS Energy.
*(12) - Statement re computation of ratios of earnings to
fixed charges. (Designated in CMS Energy's Form
S-3 Registration Statement filed September 22,
1997, File No. 333-36115, as Exhibit (12).)
- Statement re computation of ratios of earnings to
fixed charges and preferred stock dividends.
(Designated in CMS Energy's Form S-3 Registration
Statement filed August 21, 1997, File No. 333-
34087, as Exhibit (12).)
(15) - Letter regarding unaudited interim financial
information.
(23)(a) - Consent of Michael D. VanHemert, Assistant
General Counsel for CMS Energy (included in
Exhibit (5) above.)
(23)(b) - Consent of Arthur Andersen LLP.
*Previously filed
Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same
effect as if filed with this Registration Statement.
SIGNATURES
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-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, and State of Michigan,
on the 6th day of October, 1997.
CMS ENERGY CORPORATION
By /s/ A.M. Wright
____________________
Alan M. Wright
Senior Vice President,
Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
their respective capacities as officers and/or directors of CMS Energy
Corporation and on the dates indicated.
NAME TITLE DATE
(i) Principal executive officer
Chairman of the Board, October 6, 1997
/s/ William T. McCormick, Jr. Chief Executive
- ------------------------------ Officer and Director
(William T. McCormick, Jr.)
(ii) Principal financial officer:
Senior Vice President, October 6, 1997
/s/ A.M. Wright Chief Financial
___________________________ and Treasurer
(Alan M. Wright)
(iii) Controller or principal
accounting officer:
Senior Vice President, October 6, 1997
/s/ P.D. Hopper and Chief Accounting
___________________________ Officer
(Preston D. Hopper)
* October 6, 1997
___________________________
(John M. Deutch) Director
* October 6, 1997
___________________________
(James J. Duderstadt) Director
* October 6, 1997
___________________________
(Kathleen R. Flaherty) Director
* October 6, 1997
___________________________
(Victor J. Fryling) Director
* October 6, 1997
__________________________
(Earl D. Holton) Director
* October 6, 1997
__________________________
(William U. Parfet) Director
* October 6, 1997
__________________________
(Percy A. Pierre) Director
* October 6, 1997
__________________________
(Kenneth Whipple) Director
* October 6, 1997
_________________________
(John B. Yasinsky) Director
*By /s/ A.M. Wright October 6, 1997
____________________
(Alan M. Wright)
Attorney-in-fact
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CMS Energy
Trust I certifies that is has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Form
S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on
the 6th day of October, 1997.
CMS ENERGY TRUST I
By /s/ A.M. Wright
___________________________
Alan M. Wright, Trustee
By /s/ Thomas A. McNish
____________________________
Thomas A. McNish, Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CMS Energy
Trust II certifies that is has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this Form
S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on
the 6th day of October, 1997.
CMS ENERGY TRUST II
By /s/ A.M. Wright
_____________________________
Alan M. Wright, Trustee
By /s/ Thomas A. McNish
_____________________________
Thomas A. McNish, Trustee
__________________________________________________________________________
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CMS ENERGY CORPORATION
CMS ENERGY TRUST I
CMS ENERGY TRUST II
EXHIBITS
__________________________________________________________________________
__________________________________________________________________________
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(4)(a) - Fourth Supplemental Indenture dated as of September
26, 1997 between CMS Energy Corporation and NBD Bank,
as Trustee.
*(4)(b) - Fourth Supplemental Indenture dated as of September
17, 1997 between CMS Energy Corporation and The Chase
Manhattan Bank, as Trustee. (Designated in
CMS Energy's Form S-3 Registration Statement filed
September 22, 1997, File No. 333-36115, as Exhibit
(4)(d).)
*(4)(c) - Credit Agreement dated as of July 2, 1997, among
CMS Energy, the Banks, the Administrative Agent,
Collateral Agent, Documentation Agent, Syndication
Agent, Co-Agents and Lead Manager, all as defined
therein, and the Exhibits and Schedules thereto.
(Designated in CMS Energy's Form 10-Q for the quarter
ended June 30, 1997.)
*(4)(d) - First Supplemental Indenture dated as of June 20, 1997
between CMS Energy and The Bank of New York, as
Trustee. (Designated in CMS Energy's Form 8-K dated
July 1, 1997, File No. 1-9513, as Exhibit (4)(b).)
(5) - Opinion of Michael D. VanHemert, Assistant General
Counsel for CMS Energy.
*(12) - Statement re computation of ratios of earnings to
fixed charges. (Designated in CMS Energy's Form S-3
Registration Statement filed September 22, 1997, File
No. 333-36115, as Exhibit (12).)
- Statement re computation of ratios of earnings to
fixed charges and preferred stock dividends.
(Designated in CMS Energy's Form S-3 Registration
Statement filed August 21, 1997, File No. 333-34087,
as Exhibit (12).)
(15) - Letter regarding unaudited interim financial
information.
(23)(a) - Consent of Michael D. VanHemert, Assistant General
Counsel for CMS Energy (included in Exhibit (5)
above.)
(23)(b) - Consent of Arthur Andersen LLP.
*Previously filed