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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSUMERS POWER COMPANY
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(Exact name of registrant as specified in its charter)
Michigan 38-0442310
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(State of incorporation (IRS Employer Identification No.)
or organization)
212 West Michigan Avenue, Jackson, Michigan 49201
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(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Class A Preferred Stock New York Stock Exchange
(Cumulative, without par value)
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(Title of Class) (Name of Exchange)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's securities to be registered is
incorporated herein by reference to the description set forth under the
caption "Description of New Preferred Stock" in the Preliminary Prospectus
dated February 4, 1994, contained in the Registrant's Registration
Statement on Form S-3 (Registration No. 33-52159) filed with the
Securities and Exchange Commission (the "Form S-3"). Pricing and other
terms established at the time of issuance are hereby deemed to be
incorporated by reference to any prospectus or prospectus supplement filed
in accordance with Rule 424(b) of the Securities Act of 1933, as amended,
relating to the securities registered hereby.
Item 2. Exhibits.
The securities described are to be registered pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended.
Accordingly, the following exhibits are filed herewith or incorporated by
reference herein pursuant to Rule 12b-23 and Part I to the Instructions as
to Exhibits on Form 8-A:
1. "Description of New Preferred Stock" in the Preliminary
Prospectus dated February 4, 1994, contained in the
Registrant's Registration Statement on Form S-3 (Registration
No. 33-52159) filed with the Securities and Exchange
Commission.
2. Specimen certificate representing shares of Class A Preferred
Stock of the Registrant will be provided as soon as available.
3. Form of Underwriting Agreement. Incorporated by reference to
Exhibit 1 of the Form S-3.
4. Composite Working Copy of Indenture dated as of September 1,
1945, between Consumers Power Company and Chemical Bank
(Successor to Manufacturers Hanover Trust Company), as Trustee,
including therein indentures supplemental thereto through the
Forty-third Supplemental Indenture dated as of May 1, 1979, and
indentures supplemental thereto through the Sixty-ninth
Supplemental Indenture dated as of September 15, 1993.
Incorporated by reference to Exhibit 4(a) of the Form S-3.
5. Composite Articles of Incorporation of Consumers Power Company,
as amended. Incorporated by reference to Exhibit 4(b) of the
Form S-3.
6. By-laws of Consumers Power Company. Incorporated by reference
to Exhibit 4(c) of the Form S-3.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CONSUMERS POWER COMPANY
February 9, 1994 By: /s/ A M Wright
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Date Alan M. Wright
Senior Vice President and
Chief Financial Officer
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EXHIBIT NO. 1.<PAGE>
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EXHIBIT 1.
DESCRIPTION OF NEW PREFERRED STOCK
General
The Restated Articles of Incorporation of the Company, as amended
(the "Charter"), authorize the issuance of Common Stock, Preferred Stock,
$100 par value ("Preferred Stock"), in series of equal rank, Class A
Preferred Stock, without par value ("Class A Preferred Stock"), in series
of equal rank (the Preferred Stock and the Class A Preferred Stock being
sometimes collectively referred to herein as the "Company Preferred
Stock"), and Preference Stock in series of equal rank. The New Preferred
Stock will be issued as one or more series of Class A Preferred Stock.
Except in certain respects as to which there may be variations between
series, the shares within each series of Class A Preferred Stock will have
the same rank and be identical in all respects. The respects as to which
there may be variations as between series are (a) the number of shares
constituting each series and the distinguishing serial designation
thereof, (b) the dividend rate or rates, (c) the amounts payable on
redemption, (d) the amounts payable on liquidation, (e) the conversion
rights, if any, (f) the sinking or purchase fund provisions, if any, for
the redemption or purchase of shares, and (g) certain voting rights. The
Company's Board of Directors will have the power to establish the rights
and preferences of each such series.
The following outlines certain provisions of the Charter and the
Company's Indenture dated as of September 1, 1945, as supplemented and
amended, to Chemical Bank (successor to Manufacturers Hanover Trust
Company), as Trustee (the "Indenture"). The following outline does not
purport to be complete and is qualified in its entirety by express
reference to the Charter and the Indenture, copies of which are filed as
exhibits to the Registration Statement of which this Prospectus is a part.
The Class A Preferred Stock shall be pari passu with respect to the
Company's Preferred Stock as to dividends and payments in the event of the
voluntary or involuntary liquidation of the Company.
The Company will make application for the listing of the New
Preferred Stock on the New York Stock Exchange.
Terms of Specific Series of the New Preferred Stock
The Prospectus Supplement relating to each series of New Preferred
Stock will describe the following terms: (1) the designation of such
series of New Preferred Stock; (2) the number of shares of New Preferred
Stock of such series; (3) the purchase price and initial public offering
price, if any, of the shares of such series; (4) the dividend rate;
(5) the amounts payable on liquidation; (6) certain voting rights; (7) the
conversion rights, if any; (8) the terms and conditions pursuant to which,
and the prices at which, the Company may redeem shares of such series;
(9) the terms and conditions of any sinking or purchase fund requirements
applicable to such series; and (10) any other terms of such series not
inconsistent with the Charter.
Dividend Rights
The holders of the Company Preferred Stock of each series are
entitled to receive cumulative dividends, payable when and as declared by
the Board of Directors, at the rates determined for the respective series
thereof, before any dividends may be declared or paid on the Common Stock
or any other stock of the Company not having preference over the Company
Preferred Stock as to payment of dividends.
Quarterly dividends will be payable on each share of the New
Preferred Stock at the rate per annum shown in the title thereof, on the
first days of January, April, July and October in each year, cumulative
from the date of issue.
Certain Limitations on Common Stock Dividends
The Company's ability to pay dividends on its Common Stock is
restricted by its Indenture and the Charter. The Indenture provides that
the Company can only pay dividends on its Common Stock out of retained
earnings accumulated subsequent to September 30, 1945, provided that upon
such payment, there shall remain of such retained earnings an amount
equivalent to any deficiency in maintenance and replacement expenditures
as compared with maintenance and replacement requirements since
December 31, 1945.
The Charter provides two restrictions on its payment of dividends
on its Common Stock. First, prior to the payment of any Common Stock
dividend, the Company must reserve retained earnings after giving effect
to such dividend payment of at least (i) $7.50 per share on all then
outstanding shares of the Preferred Stock, (ii) in respect to the Class A
Preferred Stock 7.5% of the aggregate amount established by the Board of
Directors to be payable on the shares of each series thereof in the event
of involuntary liquidation of the Company, and (iii) $7.50 per share on
all then outstanding shares of all other stock over which the Company
Preferred Stock does not have preference as to the payment of dividends
and as to assets. Second, dividend payments during the 12 month period
ending with the month the proposed payment is to be paid are limited to:
(i) 50% of net income available for the payment of dividends if the ratio
of Common Stock and surplus to total capitalization and surplus for 12
consecutive calendar months within the 14 calendar months immediately
preceding the proposed dividend payment, adjusted to reflect the proposed
dividend, is less than 20%; and (ii) 75% of net income available for the
payment of dividends if the ratio of Common Stock and surplus to total
capitalization and surplus for 12 consecutive calendar months within the
14 calendar months immediately preceding the proposed dividend payment,
adjusted to reflect the proposed dividend, is at least 20% but less than
25%.
The Charter also prohibits the payment of dividends on Common Stock
if Consumers is in arrears on Company Preferred Stock dividend payments.
Voting Rights
Except as described below or otherwise provided in a Prospectus
Supplement, the New Preferred Stock will not have any voting rights.
Each holder of Common Stock and of Preferred Stock is entitled to
cumulative voting in the election of directors and on all other matters to
one vote for each share held. If four quarterly dividends on any series
of Company Preferred Stock should be in default, the holders of Company
Preferred Stock of all series would have the right, voting separately and
as a single class, to elect a majority of the directors of the Company,
and, in all matters other than the election of directors, each holder of
one or more shares of the Company Preferred Stock shall be entitled to one
vote for each such share of stock held. In the event of defaults
entitling the holders of Company Preferred Stock to elect a majority of
the directors as aforesaid, the holders of the Common Stock shall, subject
to the prior rights of the holders of the Preference Stock, have the
exclusive right, voting separately and as a class, to vote for and to
elect the greatest number of directors which shall constitute a minority
of the then authorized number of directors of the Company.
The affirmative vote of the holders of 66 2/3% of the outstanding
shares of Class A Preferred Stock, voting together as a single class, is
required for the adoption of a Charter amendment which would either (i)
authorize or create any class of stock preferred as to dividends or assets
over the Class A Preferred Stock, or (ii) change any of the rights and
preferences of the then outstanding Class A Preferred Stock.
The Charter requires the affirmative vote of the holders of 66 2/3%
of the outstanding shares of any series of Class A Preferred Stock to
change any of the rights and preferences of the shares of such series in
those respects in which the shares thereof may vary from the shares of
other series of Class A Preferred Stock.
The affirmative vote of the holders of 66 2/3% of the outstanding
Preferred Stock and Class A Preferred Stock (voting as separate classes)
is required for:
(a) the issue, sale or other disposition of any shares of
Company Preferred Stock or of any senior or equally ranking stock,
unless (i) net income available for dividends for a period of 12
consecutive calendar months within the 15 calendar months
immediately preceding the issuance, sale or disposition of such
stock is at least equal to two times annual dividend requirements
on all shares of Company Preferred Stock and of senior or equally
ranking stock to be outstanding, and (ii) gross income available
for the payment of interest for a period of 12 consecutive calendar
months within the 15 calendar months immediately preceding the
issuance, sale or disposition of such stock is at least equal to
one and one-half times the aggregate of annual interest
requirements on all outstanding indebtedness of the Company and
annual dividend requirements on all shares of Company Preferred
Stock and of senior or equally ranking stock to be outstanding; or
(b) the issue, sale or other disposition of any shares of
Company Preferred Stock or of any senior or equally ranking stock,
unless the aggregate of the par value of, or stated capital
represented by, the outstanding shares of Common Stock and of the
surplus of the Company is not less than the aggregate amount
payable upon involuntary liquidation on all shares of Company
Preferred Stock and of senior or equally ranking stock to be
outstanding.
Redemption Provisions
The applicable Prospectus Supplement will describe the terms and
conditions, if any, pursuant to which, and the prices at which the Company
may redeem any New Preferred Stock. The Charter does not currently
operate to restrict the repurchase or redemption of shares of Company
Preferred Stock by the Company while there is any arrearage in the payment
of dividends on such stock.
Liquidation Rights
Upon voluntary or involuntary liquidation, the holders of the
Company Preferred Stock of each series, without preference between series,
are entitled to receive the amount determined to be payable on the shares
of such series (which, in the case of the New Preferred Stock will be
determined by the Board of Directors and set forth in one or more
applicable Prospectus Supplements) before any distribution of assets may
be made to the holders of the Common Stock or of any other stock not
having preference as to assets over the Company Preferred Stock.
Available assets, if insufficient to pay in full such amounts to the
holders of the Company Preferred Stock, are to be distributed pro rata to
the payment as follows: first of $100 per share on each share of
Preferred Stock outstanding and the amount established to be payable on
each outstanding share of Class A Preferred Stock in the event of
involuntary liquidation; second of accrued dividends on such shares; and,
third of any premium determined to be payable thereon.
After payment to the holders of the Company Preferred Stock of the
full preferential amounts to which they are entitled, upon liquidation,
the remaining assets to be distributed, if any, shall be distributed to
the holders of the Common Stock or any other stock over which the Company
Preferred Stock has preference as to assets.
Sinking Fund
The Company may determine to include sinking fund or purchase fund
provisions for any series of the New Preferred Stock. The terms of any
such provisions will be specified in the applicable Prospectus Supplement.
Preemptive Rights
The holders of the New Preferred Stock have no preemptive rights to
subscribe for or purchase any additional shares of Common Stock, Company
Preferred Stock or securities convertible into or exchangeable for or
entitling the holder or owner to subscribe for or purchase any shares of
capital stock.
Other Provisions
The New Preferred Stock will not be subject to further calls or to
assessment by the Company.
Transfer Agent and Registrar
Unless otherwise specified in a Prospectus Supplement, the Company
will act as transfer agent and registrar for the New Preferred Stock.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-A
CONSUMERS POWER COMPANY
EXHIBITS
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INDEX TO EXHIBITS
1. "Description of New Preferred Stock" in the
Preliminary Prospectus dated February 4,
1994, contained in the Registrant's
Registration Statement on Form S-3
(Registration No. 33-52159) filed with
the Securities and Exchange Commission. . . . . Filed Herewith
2. Specimen Certificate. . . . . . . . . . . . . . Will Be Provided As
Soon As Available
3. Form of Underwriting Agreement. . . . . . . . . Incorporated by
Reference
4. Composite Working Copy of Indenture dated as
of September 1, 1945, between Consumers Power
Company and Chemical Bank (successor to
Manufacturers Hanover Trust Company),
as Trustee, including therein indentures
supplemental thereto through the Forty-
third Supplemental Indenture dated as
of May 1, 1979, and indentures supplemental
thereto through the Sixty-ninth Supplemental
Indenture dated as of September 15, 1993. . . . Incorporated by
Reference
5. Composite Articles of Incorporation of
Consumers Power Company, as amended . . . . . . Incorporated by
Reference
6. By-laws of Consumers Power Company. . . . . . . Incorporated by
Reference
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