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As filed with the Securities and Exchange Commission on January 8, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM S-3 AND FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CMS ENERGY CORPORATION CMS ENERGY X-TRAS SM PASS-THROUGH TRUST I
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Michigan Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
38-2726431 38-3382222
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Fairlane Plaza South, Suite 1100 c/o Wilmington Trust Company
330 Town Center Drive Rodney Square North
Dearborn, Michigan 48126 1100 North Market Street
(313) 436-9200 Wilmington, DE 19890-0001
(Address, including zip code, and telephone number, (302) 651-1000
including area code, of registrant's (Address, including zip code, and telephone number,
principal executive offices) 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)
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It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Michael D. VanHemert, Esq. Joel S. Klaperman, Esq.
CMS Energy Corporation Shearman & Sterling
Fairlane Plaza South 599 Lexington Avenue
330 Town Center Drive, Suite 1100 New York, New York 10022
Dearborn, Michigan 48126 (212) 848-4000
(313) 436-9602
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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.
___________________
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. /X/ Registration
Nos. 333-41395 and 333-41395-01
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 price per security (1) offering price(1) fee
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Pass-Through Certificates
due 2005 $30,000,000 100% $30,000,000 $8,850.00
__ % Extendible Tenor Rate-
Adjusted Securities due
2005(2) $30,000,000 N/A N/A N/A
Total $30,000,000 100% $30,000,000 $8,850.00
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) The ___% Extendible Tenor Rate-Adjusted Securities due 2005 will be
purchased by CMS Energy X-TRAS(SM) Pass-Through Trust I with the
proceeds of the sale of the Pass-Through Certificates.
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
and General Instruction V of Form S-1, CMS Energy Corporation ("CMS Energy")
and CMS Energy X-TRAS(SM) Pass-Through Trust I (the "Trust") hereby incorporate
by reference the contents of Amendment No. 1 to CMS Energy's and the Trust's
Registration Statement on Form S-3 and Form S-1 (Registration Nos. 333-41395
and 333-41395-01) filed with the Securities and Exchange Commission on December
23, 1997 (the "Original Registration Statement"), which Original Registration
Statement was declared effective on January 6, 1998.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Original Registration Statement are
incorporated by reference into, and shall be deemed part of, this Registration
Statement, except the following, which are filed herewith:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(5) - Opinion of Richard, Layton & Finger regarding the legality of the Certificates.
(15) - Letter regarding unaudited interim financial information.
(23)(a) - Consent of Richards, Layton & Finger (included in Exhibit (5) above).
(23)(b) - Consent of Arthur Andersen LLP.
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
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 8th day
of January, 1998.
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
---- ----- ----
(i) Principal executive officer
Chairman of the Board, January 8, 1998
/s/ William T. McCormick, Jr. Chief Executive Officer
- --------------------------------- and Director
(William T. McCormick, Jr.)
(ii) Principal financial officer:
Senior Vice President, January 8, 1998
/s/ A.M. Wright Chief Financial Officer
- --------------------------------------- and Treasurer
(Alan M. Wright)
(iii) Controller or principal accounting officer:
Senior Vice President, Controller January 8, 1998
/s/ P.D. Hopper and Chief Accounting Officer
- -------------------------------
(Preston D. Hopper)
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* January 8, 1998
- -------------------------
(John M. Deutch) Director
* January 8, 1998
- -------------------------
(James J. Duderstadt) Director
- -------------------------
(Kathleen R. Flaherty Director
* January 8, 1998
- -------------------------
(Victor J. Fryling) Director
* January 8, 1998
- -------------------------
(Earl D. Holton) Director
* January 8, 1998
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(William U. Parfet) Director
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(Percy A. Pierre) Director
* January 8, 1998
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(Kenneth Whipple) Director
* January 8, 1998
- -------------------------
(John B. Yasinsky) Director
*By /s/ A.M. Wright
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(Alan M. Wright)
Attorney-in-fact
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CMS Energy
X-TRAS(SM) Pass-Through Trust I has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Dearborn, State of Michigan, on the 8th day of January, 1998.
CMS Energy X-TRAS(SM) Pass-Through Trust I
By /s/ A.M. Wright
-----------------------
Alan M. Wright
Senior Vice President, Chief Financial Officer
and Treasurer
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3 AND FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CMS ENERGY CORPORATION
CMS ENERGY X-TRAS(SM) PASS-THROUGH TRUST I
EXHIBITS
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(5) - Opinion of Richard, Layton & Finger regarding the legality of the Certificates.
(15) - Letter regarding unaudited interim financial information.
(23)(a) - Consent of Richards, Layton & Finger (included in Exhibit (5) above).
(23)(b) - Consent of Arthur Andersen LLP.