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Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CMS ENERGY CORPORATION CMS ENERGY TRUST II
(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 TO BE APPLIED FOR
(I.R.S. Employer Identification No.) (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 AND CHIEF FINANCIAL OFFICER
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.
CMS ENERGY CORPORATION
FAIRLANE PLAZA SOUTH
330 TOWN CENTER DRIVE, SUITE 1100
DEARBORN, MICHIGAN 48126
(313) 436-9602
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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: [X]
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
No. 333-48899
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) offering price (1) fee (1)
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Common Stock, par value
$.01 per share, of CMS
Energy Corporation 169,964 $46.189 $7,850,500 $2,315.90
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(1) Estimated solely for purposes of calculating the registration fee; the
maximum aggregate offering price is the amount by which the proceeds of a
November 10, 1998 offering of Common Stock exceeded the amount registered
under Registration No. 333-48899.
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.
333-48899) filed with the Securities and Exchange Commission on March 30, 1998,
which Registration Statement was declared effective on April 1, 1998.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Registration Statement on Form S-3, as amended
(File No. 333-48899), 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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(4)(a) - Fifth Supplemental Indenture dated as of August 26, 1998
between CMS Energy Corporation and The Chase Manhattan
Bank, as Trustee.
(5) - Opinion of Michael D. VanHemert, Assistant General Counsel
for CMS Energy.
(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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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 11th day of
November, 1998.
CMS ENERGY CORPORATION
By /s/ Alan M. Wright
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Senior Vice President and
Chief Financial Officer
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
/s/ William T, McCormick Chairman of the Board, November 11, 1998
- -------------------------------- Chief Executive Officer
(William T. McCormick, Jr.) and Director
(ii) Principal financial officer:
/s/ Alan M. Wright Senior Vice President November 11, 1998
- -------------------------------- Chief Financial Officer
(Alan M. Wright) and Treasurer
(iii) Controller or principal
accounting officer:
/s/ Preston D. Hopper Senior Vice President, November 11, 1998
- -------------------------------- Corporate Performance,
(Preston D. Hopper) and Chief Accounting Officer
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*
- ---------------------------------------- Director November 11, 1998
(John M. Deutch)
*
- ----------------------------------------- Director November 11, 1998
(James J. Duderstadt)
*
- ----------------------------------------- Director November 11, 1998
(Kathleen R. Flaherty)
*
- ----------------------------------------- Director November 11, 1998
(Victor J. Fryling)
*
- ----------------------------------------- Director November 11, 1998
(Earl D. Holton)
*
- ----------------------------------------- Director November 11, 1998
(William U. Parfet)
*
- ----------------------------------------- Director November 11, 1998
(Percy A. Pierre)
- ----------------------------------------- Director November 11, 1998
(Kenneth L. Way)
*
- ----------------------------------------- Director November 11, 1998
(Kenneth Whipple)
*
- ----------------------------------------- Director November 11, 1998
(John B. Yasinsky)
Alan M. Wright, by signing his name hereto, does hereby execute this Registration
Statement on behalf of the directors of the Registrant indicated above by
asterisks, pursuant to powers of attorney duly executed by such directors and
filed as an exhibit to Registration No. 333-48899.
*By /s/ Alan M. Wright
------------------------------------- November 11, 1998
(Alan M. Wright)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CMS Energy
Trust II Certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dearborn, State of Michigan, on the 11th day of
November, 1998.
CMS ENERGY TRUST II
By /s/ Alan M. Wright
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Alan M. Wright, Trustee
By /s/ Thomas A. McNish
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Thomas A. McNish, Trustee
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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
CMS ENERGY CORPORATION
CMS ENERGY TRUST I
CMS ENERGY TRUST II
EXHIBITS
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(4)(a) - Fifth Supplemental Indenture dated as of August 26, 1998
between CMS Energy Corporation and the Chase Manhattan Bank,
as Trustee.
(5) - Opinion of Michael D. Vanhemert, Assistant General Counsel for
CMS Energy.
(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.