SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 8, 2001
Consumers Funding LLC
(Exact name of registrant as specified in its charter)
Delaware 333-47938 38-3575109
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File No.) Identification No.)
Suite M-1029
212 W. Michigan Avenue
Jackson, MI 49201
(Address of Principal Executive Offices) (Zip Code)
(517) 788-0179
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
The Registrant registered issuances of Securitization Bonds on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 by a Registration Statement on Form S-3 (Registration File No.
333-47938). Pursuant to this Registration Statement, the Registrant issued
and sold $468,592,000 in aggregate principal amount of Securitization
Bonds, Series 2001-1. The transaction was closed on November 8, 2001. In
connection with this transaction, the Registrant entered into the material
agreements, executed and filed the certificate and received the opinions
attached hereto as exhibits.
Item 7. Financial Statements and Exhibits
A list of the Exhibits filed herewith is attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Consumers Funding LLC
By: /s/ Michael D. VanHemert
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Name: Michael D. VanHemert
Title: Vice President and General Counsel
Dated: November 15, 2001
EXHIBIT INDEX
Exhibit No. Description
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1.1 Underwriting Agreement dated as of October 31, 2001 among
Consumers Energy Company, Consumers Funding LLC and Morgan
Stanley & Co. Incorporated, on behalf of itself and as the
representative of the several underwriters named therein
4.1.1 Amended and Restated Limited Liability Company Agreement of
Consumers Funding LLC dated as of November 8, 2001
4.2.1 Amended and Restated Certificate of Formation of Consumers
Funding LLC dated as of November 6, 2001, which was filed
with the Delaware Secretary of State's Office on November
6, 2001
4.3.1 Indenture dated as of November 8, 2001 between Consumers
Funding LLC and The Bank of New York
4.3.2 Series Supplement dated as of November 8, 2001 between
Consumers Funding LLC and The Bank of New York
4.4 Form of Securitization Bonds (included as part of Exhibit
4.3.2)
5.1 Opinion of Miller, Canfield, Paddock and Stone, P.L.C.
relating to the legality of the Securitization Bonds
8.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with
respect to material federal income tax matters
8.2 Opinion of Miller, Canfield, Paddock and Stone, P.L.C. with
respect to material State of Michigan tax matters
10.1 Sale Agreement dated as of November 8, 2001 between
Consumers Energy Company and Consumers Funding LLC
10.2 Servicing Agreement dated as of November 8, 2001 between
Consumers Funding LLC and Consumers Energy Company
10.3 Intercreditor Agreement dated as of November 8, 2001 among
Canadian Imperial Bank of Commerce, Asset Securitization
Cooperative Corporation, The Bank of New York, Consumers
Funding LLC and Consumers Energy Company