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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CONSUMERS POWER COMPANY
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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CONSUMERS ENERGY LOGO
CONSUMERS ENERGY COMPANY
CALL AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 27, 1997
To the Shareholders of Consumers Energy Company:
The annual meeting of shareholders of Consumers Energy Company will be held
on Tuesday, the 27th day of May 1997, at 10:30 A.M., Eastern Daylight Saving
Time, at the Dearborn Inn, 20301 Oakwood Boulevard, Dearborn, Michigan, 48124
for the following purposes:
(1) Electing a Board of Directors of 11 members;
(2) Ratifying the appointment of Arthur Andersen LLP, independent public
accountants, to audit the financial statements of Consumers Energy for
the year ending December 31, 1997; and
(3) Transacting such other business as may properly come before the meeting.
The annual report to the shareholders for the year 1996, including financial
statements, has been furnished to you.
The Board of Directors has fixed March 31, 1997 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the annual meeting and will be
entitled to vote on all matters that come before the meeting. The Board of
Directors requests that you sign and date the enclosed proxy and return it in
the enclosed envelope, which requires no postage if mailed in the United States.
By order of the Board of Directors,
Thomas A. McNish, Secretary
Consumers Energy Company
212 West Michigan Avenue
Jackson, Michigan 49201
April 21, 1997
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PROXY STATEMENT
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INTRODUCTION
The Board of Directors solicits your proxy for use at this annual meeting.
The shares represented by your proxy will be voted if the proxy is signed and
returned prior to the meeting. You may revoke your proxy at any time before it
is exercised, provided that you so notify the Vice President and Secretary of
Consumers Energy Company ("Consumers") in writing before the proxy is exercised.
As of December 31, 1996, Consumers' outstanding Common Stock ($10 par value)
and Preferred Stock ($100 par value) consisted of 84,108,789 shares of Common
Stock held by CMS Energy Corporation and 1,626,427 shares of Preferred Stock.
Holders of Preferred and Common Stock are entitled to 1 vote for each share and
shareholders have cumulative voting rights for the election of directors; that
is, holders of preferred and common shares are entitled to as many votes as
equal the number of shares held multiplied by the number of directors to be
elected, and they may cast all of such votes for a single nominee or distribute
them among any two or more nominees as they choose. Shares represented by
proxies will be voted for the election of the nominees listed herein (the proxy
holders reserve the right to distribute their votes among nominees as such proxy
holders may deem appropriate).
State Street Bank and Trust Company, as Trustee of the Supplemental
Executive Retirement Plan of the Company, holds 116,080 shares representing 7.1%
of the Company's outstanding Preferred Stock. To the knowledge of management, no
other person except CMS Energy owns beneficially more than 5% of any class of
the Company's outstanding voting securities.
The determination of approval of corporate action by the shareholders is
based on votes "for" and "against". Abstentions and broker non-votes are not
counted as "against" votes but are counted in the determination of a quorum.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The federal securities laws require Consumers' directors and designated
executive officers, and persons who own more that 10% of Consumers' stock, to
file with the Securities and Exchange Commission reports of ownership and
changes in ownership of any securities or derivative securities of Consumers. To
Consumers' knowledge, during the year ended December 31, 1996 all Consumers'
directors and designated executive officers made all required filings.
RATIFICATION OF THE APPOINTMENT OF AUDITORS
Subject to the approval at the Annual Meeting, the Board of Directors has
appointed Arthur Andersen LLP, independent public accountants, to audit the
financial statements of Consumers for the year 1997. Arthur Andersen LLP also
served as Consumers' auditors for the year 1996. A representative of Arthur
Andersen LLP will be present at the annual meeting of shareholders and will have
an opportunity to make a statement and respond to appropriate questions.
INCORPORATION BY REFERENCE -- CMS ENERGY CORPORATION PROXY STATEMENT
Please refer to the proxy statement of CMS Energy Corporation, which is
dated April 21, 1997 and is furnished to you herewith, for information with
respect to the nominees for directors, meetings and committees of the Board of
Directors, compensation of directors and executive officers and various other
1997 proxy statement information. This information appears beginning with the
heading "Nominees for Election as Members of the Board of Directors" on Page 2
of CMS Energy Corporation's proxy statement, and is incorporated by reference
herein.
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[CONSUMERS ENERGY LOGO]
PREFERRED STOCK PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned appoints W. T. MC CORMICK, JR. and T.A. MC NISH, and each of
them, proxies with full power of substitution, to vote on behalf of the
undersigned at the annual meeting of shareholders of Consumers Energy Company
to be held at the Dearborn Inn, 20301 Oakwood Boulevard, Dearborn, Michigan on
May 27, 1997 and at any adjournment or adjournments thereof. Said proxies, and
each of them present and acting at the meeting, may vote upon the matters set
forth on the reverse side hereof and with discretionary authority on all other
matters that come before the meeting; all as more fully set forth in the Proxy
Statement received by the undersigned. The shares represented hereby will be
voted on the proposals as specified. IF THIS PROXY IS RETURNED SIGNED BUT NOT
COMPLETED, IT WILL BE VOTED IN FAVOR OF THE ELECTION OF DIRECTORS AND THE
RATIFICATION OF APPOINTMENT OF AUDITORS.
PLEASE VOTE, SIGN AND DATE
THIS PROXY ON THE REVERSE SIDE AND
RETURN IT IN THE ENCLOSED
ENVELOPE.
THANK YOU FOR YOUR PROMPT RESPONSE.
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PLEASE VOTE, SIGN AND DATE BELOW
/X/ TO VOTE AS RECOMMENDED by the Board of Directors on all items, MARK THIS
BOX, SIGN, DATE AND RETURN THIS PROXY. (No additional boxes need be
marked. If additional boxes are marked, this box will take precedence.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
(1) ELECTIONS OF / / FOR all nominees listed below (except as indicated below)
DIRECTORS / / WITHHOLD AUTHORITY to vote for all nominees listed below
William T. McCormick, Jr., John W. Deutch, James J. Duderstadt, Kathleen R.
Flaherty, Victor J. Fryling, Earl D. Holton, Michael G. Morris, William U.
Parfet, Percy A. Plerre, Kenneth Whipple and John B. Yasinsky
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
(2) Ratification of appointment of auditors / /FOR / /AGAINST / /ABSTAIN
PLEASE SIGN, DATE AND RETURN THIS Signed
PROXY IN THE ENCLOSED ENVELOPE. -------------------------------
NO POSTAGE IS NEEDED IF MAILED IN Dated , 1997
THE UNITED STATES. --------------------------