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) AUGUST 17, 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 August 17, 2004, CMS Energy Corporation's ("CMS Energy") principal
subsidiary, Consumers Energy Company ("Consumers") issued $800 million of first
mortgage bonds (the "Bonds") in a private placement to institutional investors
in three separate series. The $150 million Series K Bonds will mature on August
15, 2009 and will bear interest at the rate of 4.40%. The $300 million Series L
Bonds will mature on February 15, 2012 and will bear interest at the rate of
5.00%. The $350 million Series M Bonds will mature on August 15, 2016 and will
bear interest at the rate of 5.50%. Interest on each series of the Bonds will be
paid semi-annually in arrears on February 15 and August 15, commencing on
February 15, 2005, and on the date of maturity. Proceeds to Consumers after
underwriters' discounts are approximately $149.1 million, $297.8 million and
$346.0 million, respectively. Consumers will use the net proceeds as follows:
(i) to redeem the aggregate outstanding balance of $300 million of its 6% Senior
Notes due March 15, 2005; (ii) to redeem the aggregate outstanding balance of
$141 million of its Senior Remarketed Secured Notes due 2018 with an initial
interest rate of 6.5% until June 15, 2005; (iii) to redeem the aggregate
outstanding balance of $140 million of its Term Loan Agreement with Beal Bank,
S.S.B. with an interest rate of 6.23% and a maturity date of March 26, 2009;
(iv) to pay any attendant call premiums associated with those redemptions; (v)
to pay accrued interest to the redemption dates; and (vi) for general corporate
purposes. Consumers agreed pursuant to a registration rights agreement to file
an exchange offer registration statement with respect to the Bonds.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
(4)(a) 96th Supplemental Indenture dated as of August 17, 2004 between
Consumers Energy Company and JPMorgan Chase Bank as Trustee
(4)(b) Registration Rights Agreement dated as of August 17, 2004 between
Consumers Energy Company and the Initial Purchasers, as defined
therein
This Form 8-K contains "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 Form 10-K/A for
the Fiscal Year Ended December 31, 2003 and Consumers' Form 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' 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: August 20, 2004
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: August 20, 2004
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
EX- (4)(a) 96th Supplemental Indenture dated as of August 17, 2004 between
Consumers Energy Company and JPMorgan Chase Bank as Trustee
EX- (4)(b) Registration Rights Agreement dated as of August 17, 2004
between Consumers Energy Company and the Initial Purchasers, as
defined therein