1
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CMS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2726431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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)
---------------
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)
---------------
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
---------------
Approximate Date of Commencement of Proposed Sale to Public:
As soon as practicable after the effective date of this
Registration Statement.
---------------
2
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.
333-68933
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
- ------------------------------------------------------------------------------------------------------------------------------------
Title of each class Amount Proposed maximum Proposed Amount of
securities to be to be offering price maximum aggregate registration
registered registered per security offering price(1) fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Notes $80,000,000 100% $80,000,000 $22,240
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457.
(2) Registration fee is calculated on the basis of $278 per million
offered.
This registration statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and includes the registration
statement facing page, this page, the signature page, an exhibit index and the
exhibits described therein.
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.
333-68933) filed with the Securities and Exchange Commission on December 15,
1998, which Registration Statement was declared effective on January 19, 1999.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Registration Statement on Form S-3, as
amended (File No. 333-68933), are incorporated by reference into, and shall be
deemed part of, this Registration Statement, except the following, which are
filed herewith:
2
3
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(4)(a) - Form of Seventh Supplemental Indenture dated as of January 25, 1999 between CMS Energy
Corporation and NBD Bank, as Trustee.
(5) - Opinion of Michael D. VanHemert, Assistant General Counsel for CMS Energy.
(15) - Letters 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.
3
4
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 21st day of
January, 1999.
CMS ENERGY CORPORATION
By /s/ ALAN M. WRIGHT
-------------------------
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, January 21, 1999
- ------------------------ Chief Executive Officer
(William T. McCormick, Jr.) and Director
(ii) Principal financial officer:
/s/ Alan M. Wright Senior Vice President January 21, 1999
- ------------------- Chief Financial Officer
(Alan M. Wright) and Treasurer
(iii) Controller or principal
accounting officer:
4
5
Name Title Date
---- ----- ----
/s/ Preston D. Hopper Senior Vice President, January 21, 1999
- ---------------------------- Corporate Performance,
(Preston D. Hopper) and Chief Accounting Officer
* Director January 21, 1999
- ----------------------------
(John M. Deutch)
*
- ---------------------------- Director January 21, 1999
(James J. Duderstadt)
*
- ---------------------------- Director January 21, 1999
(Kathleen R. Flaherty)
*
- ---------------------------- Director January 21, 1999
(Victor J. Fryling)
*
- ---------------------------- Director January 21, 1999
(Earl D. Holton)
*
- ---------------------------- Director January 21, 1999
(William U. Parfet)
*
- ---------------------------- Director January 21, 1999
(Percy A. Pierre)
- ---------------------------- Director January 21, 1999
(Kenneth L. Way)
*
- ---------------------------- Director January 21, 1999
(Kenneth Whipple)
*
- ---------------------------- Director January 21, 1999
(John B. Yasinsky)
5
6
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. 333-68933.
*By /s/ ALAN M. WRIGHT
----------------------------
(Alan M. Wright) January 21, 1999
6
7
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CMS ENERGY CORPORATION
EXHIBITS
================================================================================
7
8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(4)(a) - Form of Seventh Supplemental Indenture dated as of January 25, 1999 between CMS Energy
Corporation and The Chase Manhattan Bank, as Trustee.
(5) - Opinion of Michael D. VanHemert, Assistant General Counsel for CMS Energy.
(15) - Letters 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.
8