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) AUGUST 31, 2004
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER 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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 31, 2004, CMS Energy Corporation ("CMS Energy") announced that the
Boards of Directors of CMS Energy and its principal subsidiary, Consumers Energy
Company ("Consumers") elected David W. Joos to the position of president and
chief executive officer for CMS Energy and Consumers, effective October 1, 2004.
Ken Whipple, the companies' current chairman and chief executive officer, will
continue as chairman of CMS Energy and Consumers. Joos is 51 years old. He
joined Consumers in 1976 and has received a succession of increasingly
responsible management positions at the companies. During the past five years,
Joos has held the following positions:
o Chairman of the Board, Chief Executive Officer of CMS Enterprises* 2003-Present
o President, Chief Operating Officer of CMS Energy 2001-Present
o President, Chief Operating Officer of Consumers 2001-Present
o President, Chief Operating Officer of CMS Enterprises 2001-2003
o Director of CMS Energy 2001-Present
o Director of Consumers 2001-Present
o Director of CMS Enterprises 2000-Present
o Executive Vice President, Chief Operating Officer -- Electric of CMS Energy 2000-2001
o Executive Vice President, Chief Operating Officer -- Electric of CMS Enterprises 2000-2001
o Executive Vice President, President and Chief Executive Officer -- Electric of Consumers 1997-2001
* CMS Enterprises Company, a subsidiary of CMS Energy
Joos is also a board member of Steelcase Inc.
Joos previously had entered in to an executive severance agreement with
Consumers in the Tier 1 form disclosed as part of Exhibit (10)(b) to CMS
Energy's and Consumers' Forms 10-Q for the quarter ended June 30, 2004. The Tier
I agreement, which has an initial three-year term subject to further extension,
provides for change-in-control severance benefits when there is a change in
control of the company and general severance benefits outside of such a change
in control.
There are no family relationships between Joos and any other executive officer
or director of CMS Energy or Consumers, nor does Joos have a direct or indirect
material interest in any transaction or series of transactions to which CMS
Energy or Consumers or any of their subsidiaries are a party in an amount that
exceeds $60,000.
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 RISK FACTORS" found in the
MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's Form 10-K/A for
the Fiscal Year Ended December 31, 2003 and Consumers' Form 10-K for the Fiscal
Year Ended December 31, 2003 (both incorporated herein by reference), that
discuss important factors that could cause CMS Energy's and Consumers' 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.
CMS ENERGY CORPORATION
Dated: September 1, 2004
By: /s/ S. Kinnie Smith, Jr.
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S. Kinnie Smith, Jr.
Vice Chairman of the Board and
General Counsel
CONSUMERS ENERGY COMPANY
Dated: September 1, 2004
By: /s/ S. Kinnie Smith, Jr.
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S. Kinnie Smith, Jr.
Vice Chairman of the Board