FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 28, 2004
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
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1-9513 CMS ENERGY CORPORATION 38-2726431
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
ITEM 5. OTHER EVENTS
On May 28, 2004, CMS Energy Corporation ("CMS Energy") held its annual
shareholders meeting, during which the shareholders approved amendments to CMS
Energy's articles of incorporation and the Performance Incentive Stock Plan that
applies to employees of CMS Energy and its subsidiaries, including Consumers
Energy Company. Copies of the restated articles of incorporation and the amended
Performance Incentive Stock Plan, as well as the News Release issued in
conjunction with the meeting, are attached as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
(99)(a) CMS Energy's Restated Articles of Incorporation
(99)(b) CMS Energy Corporation Performance Incentive Stock Plan
(99)(c) CMS Energy News Release dated May 28, 2004
This Form 8-K and the exhibits attached hereto may contain "forward-looking
statements" as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as
amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal
decisions. The forward-looking statements are subject to risks and
uncertainties. They should be read in conjunction with "FORWARD-LOOKING
STATEMENTS AND RISK FACTORS" found in the MANAGEMENT'S DISCUSSION AND ANALYSIS
sections of CMS Energy's and Consumers Energy Company's respective Forms 10-K
for the Fiscal Year Ended December 31, 2003 (both incorporated herein by
reference), that discuss important factors that could cause CMS Energy's and
Consumers Energy Company's results to differ materially from those anticipated
in such statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
CMS ENERGY CORPORATION
Dated: June 3, 2004
By: /s/ S. Kinnie Smith, Jr.
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S. Kinnie Smith, Jr.
Vice Chairman of the Board and
General Counsel
CONSUMERS ENERGY COMPANY
Dated: June 3, 2004
By: /s/ S. Kinnie Smith, Jr.
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S. Kinnie Smith, Jr.
Vice Chairman of the Board
EXHIBIT INDEX
Exhibit No. Description
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99(a) CMS Energy's Restated Articles of Incorporation
99(b) CMS Energy Corporation Performance Incentive Stock Plan
99(c) CMS Energy News Release dated May 28, 2004