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As filed with the Securities and Exchange Commission on September 22 , 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CMS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction incorporation or organization)
38-2726431
(I.R.S. Employer 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)
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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
CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, Michigan 48126
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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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: / /
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. / / Registration No.
333-17289
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
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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) offering price(1)(2) fee(1)
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Senior Debt Securities
Subordinated Debt Securities
CMS Energy Common Stock,
par value $.01 per share (3)
Total $30,000,000 100% $30,000,000 $9,090.91
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(1) There are being registered hereunder such presently indeterminate
principal amount or number of Debt Securities which may be senior or
subordinated.
(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) CMS Energy Common Stock may be issued upon conversion of Subordinated
Debt Securities. Pursuant to Rule 457(i) under the Securities Act of
1933, no registration fee is required with respect to shares of CMS
Energy Common Stock, as no separate consideration will be received for
such CMS Energy Common Stock issuable upon conversion.
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE PURSUANT TO GENERAL INSTRUCTION
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 CMS Energy's Registration Statement on Form S-3 (Registration No.
333-17289) filed with the Securities and Exchange Commission on December 5,
1996, which Registration Statement was declared effective on December 13, 1996.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Registration Statement on Form S-3 (File No.
333-17289) are incorporated by reference into, and shall be deemed part of,
this Registration Statement, except the following, which are filed herewith:
EXHIBIT NO. DESCRIPTION
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* (1) - Form of Underwriting Agreement with respect to the Offered
Securities. (Designated in CMS Energy's Form 8-K dated May
1, 1997, File No. 1-9513, as Exhibit (4).)
* (4)(a) - Third Supplemental Indenture dated as of May 6, 1997
between CMS Energy Corporation and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 10-Q for the quarter ended
March 31, 1997, File No. 1-9513, as Exhibit (4).)
(4)(b) - Form of Fourth Supplemental Indenture with respect to the
Offered Securities.
*(4)(c) - Third Supplemental Indenture dated as of March 17,
1997 between CMS Energy Corporation and The Chase Manhattan
Bank, as Trustee. (Designated in CMS Energy's Form 8-K dated
May 1, 1997, File No. 1-9513, as Exhibit (4).)
(4)(d) - Fourth Supplemental Indenture dated as of September 17, 1997
between CMS Energy Corporation and The Chase Manhattan Bank,
as Trustee.
*(4)(e) - 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, File No. 1-9513, as Exhibit
(4).)
*(4)(f) - 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.
(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.
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(24) - Powers of Attorney.
*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.
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SIGNATURES
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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 22nd
day of September, 1997.
CMS ENERGY CORPORATION
By /s/ A.M. Wright
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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
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(i) Principal executive officer
/s/ William T. McCormick, Jr. Chairman of the Board, September 22, 1997
- ---------------------------------- Chief Executive Officer
(William T. McCormick, Jr.) and Director
(ii) Principal financial officer:
Senior Vice President, September 22, 1997
Chief Financial Officer
/s/ A.M. Wright and Treasurer
- ----------------------------------
(Alan M. Wright)
(iii) Controller or principal accounting officer:
/s/ Preston D. Hopper Senior Vice President, Controller September 22, 1997
- ---------------------------------- and Chief Accounting Officer
(Preston D. Hopper)
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* September 22, 1997
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(John M. Deutch) Director
* September 22, 1997
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(James J. Duderstadt) Director
* September 22, 1997
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(Kathleen R. Flaherty) Director
* September 22, 1997
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(Victor J. Fryling) Director
* September 22, 1997
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(Earl D. Holton) Director
* September 22, 1997
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(William U. Parfet) Director
September 22, 1997
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(Percy A. Pierre) Director
* September 22, 1997
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(Kenneth Whipple) Director
* September 22, 1997
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(John B. Yasinsky) Director
*By /s/ A.M. Wright
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(Alan M. Wright)
Attorney-in-fact
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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* (1) - Form of Underwriting Agreement with respect to the Offered
Securities. (Designated in CMS Energy's Form 8-K dated May
1, 1997, File No. 1-9513, as Exhibit (4).)
*(4)(a) - Third Supplemental Indenture dated as of May 6, 1997 between
CMS Energy Corporation and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 10-Q for the quarter ended
March 31, 1997, File No. 1-9513, as Exhibit (4).)
(4)(b) - Form of Fourth Supplemental Indenture with respect to the
Offered Securities.
*(4)(c) - Third Supplemental Indenture dated as of March 17, 1997
between CMS Energy Corporation and The Chase Manhattan Bank,
as Trustee. (Designated in CMS Energy's Form 8-K dated May
1, 1997, File No. 1-9513, as Exhibit (4).)
(4)(d) - Fourth Supplemental Indenture dated as of September 17, 1997
between CMS Energy Corporation and The Chase Manhattan Bank,
as Trustee.
*(4)(e) - Credit Agreement dated as of July 2, 1997, among CMS
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, File No. 1-9513, as Exhibit (4).)
*(4)(f) - 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.
(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.
(24) - Powers of Attorney.
*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.