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FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 31, 2000
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO
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1-9513 CMS ENERGY CORPORATION 38-2726431
(A MICHIGAN CORPORATION)
FAIRLANE PLAZA SOUTH, SUITE 1100
330 TOWN CENTER DRIVE
DEARBORN, MICHIGAN 48126
(313) 436-9261
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A MICHIGAN CORPORATION)
212 WEST MICHIGAN AVENUE
JACKSON, MICHIGAN
(517) 788-1030
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ITEM 5. OTHER EVENTS.
On January 31, 2000, CMS Energy Corporation issued a press release
announcing its earnings for the fourth quarter and full year 1999. On February
1, 2000, CMS Energy issued a press release announcing (a) a major financial
restructuring plan, including the intent to publicly issue a tracking stock
representing a financial interest in its electric and gas utility subsidiary,
Consumers Energy Company, as well as (b) Board of Directors' approval of (i) the
repurchase from time to time of up to 10 million CMS Energy common shares in
open market purchases or in privately negotiated transactions and (ii) a
reduction in the annual rate of the CMS Energy common dividend from $1.46 to
$.40 per share, effective at the time of the intended public offering of the
tracking stock. Because these press releases contain "forward-looking
statements" within the meaning of the safe-harbor provisions of the federal
securities laws, they should be read in conjunction with CMS Energy and
Consumers Energy Forward-Looking Statements Cautionary Factors. Copies of such
press releases and the Forward-Looking Statements Cautionary Factors are
attached as Exhibits 99(a), (b) and (c) and are incorporated by reference
herein. CMS Energy's written presentation used in its February 1, 2000 meeting
reviewing the financial restructuring plan, growth outlook, 1999 financial
results and 2000 through 2002 financial outlook is available on the Internet at
www.cmsenergy.com.
ITEM 7. EXHIBITS.
(c) Exhibits:
99(a) - CMS Energy Corporation Press Release dated January 31, 2000.
99(b) - CMS Energy Corporation Press Release dated February 1, 2000.
99(c) - CMS Energy Corporation and Consumers Energy Company Forward-
Looking Statements Cautionary Factors
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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.
CMS ENERGY CORPORATION
Dated: February 1, 2000 By: /s/ Alan M. Wright
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Alan M. Wright
Senior Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: February 1, 2000 By: /s/ Alan M. Wright
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Alan M. Wright
Senior Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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(c) Exhibits:
99(a) - CMS Energy Corporation Press Release dated January 31, 2000.
99(b) - CMS Energy Corporation Press Release dated February 1, 2000.
99(c) - CMS Energy Corporation and Consumers Energy Company Forward-
Looking Statements Cautionary Factors