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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CONSUMERS POWER COMPANY
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(Name of Registrant as Specified in Its Charter)
CONSUMERS POWER COMPANY
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[CONSUMERS POWER LOGO]
CONSUMERS POWER COMPANY
CALL AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 24, 1996
To the Shareholders of Consumers Power Company:
The annual meeting of shareholders of CONSUMERS POWER COMPANY will be held
on Friday, the 24th day of May 1996, at 10:30 A.M., Eastern Daylight Saving
Time, at the Dearborn Inn, 20301 Oakwood Boulevard, Dearborn, Michigan,
48124-4099 for the purpose of:
(1) Electing a Board of Directors of 11 members;
(2) Ratifying the appointment of Arthur Andersen LLP, independent public
accountants, to audit the financial statements of Consumers for the year
ending December 31, 1996; and
(3) Transacting such other business as may properly come before the meeting.
The annual report to the shareholders for the year 1995, including financial
statements, has been furnished to you.
The Board of Directors has fixed March 26, 1996 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
Preferred Shareholders of all series and the Common Shareholder will be entitled
to vote on all matters that come before the meeting.
All shareholders are cordially invited to attend the annual meeting.
The Board of Directors requests that you sign and date the enclosed proxy
and return it in the enclosed envelope, which requires no postage if mailed in
the United States.
By order of the Board of Directors,
Thomas A. McNish, Secretary
Consumers Power Company
212 West Michigan Avenue
Jackson, Michigan 49201
April 18, 1996
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PROXY STATEMENT
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INTRODUCTION
The Board of Directors solicits your proxy for use at this annual meeting.
The shares represented by your proxy will be
voted if the proxy is signed and returned prior to the meeting. You may revoke
your proxy at any time before it is exercised, provided that you so notify the
Vice President and Secretary of Consumers Power Company ("Consumers") in writing
before the proxy is exercised.
As of December 31, 1995, Consumers' outstanding Common Stock ($10 par value)
and Preferred Stock ($100 par value) consisted of 84,108,789 shares of Common
Stock held by CMS Energy Corporation and 1,626,427 voting shares of Preferred
Stock. Holders of Preferred and Common Stock are entitled to 1 vote for each
share and shareholders have cumulative voting rights for the election of
directors; that is, holders of preferred and common shares are entitled to as
many votes as equal the number of shares held multiplied by the number of
directors to be elected, and they may cast all of such votes for a single
nominee or distribute them among any two or more nominees as they choose. Shares
represented by proxies will be voted for the election of the nominees listed
herein (the proxy holders reserve the right to distribute their votes among
nominees as such proxy holders may deem appropriate).
First Chicago NBD Corporation, as Trustee of the Supplemental Executive
Retirement Plan of the Company, holds 116,080 shares representing 7.1% of the
Company's voting Preferred Stock outstanding. To the knowledge of management, no
other person other than CMS Energy owns beneficially more than 5% of any class
of the Company's outstanding voting securities.
DIRECTORS AND OFFICERS SECURITIES REPORT
The federal securities laws require Consumers' directors and designated
executive officers, and persons who own more that 10% of Consumers' stock, to
file with the Securities and Exchange Commission reports of ownership and
changes in ownership of any securities or derivative securities of Consumers. To
Consumers' knowledge, during the year ended December 31, 1995 all Consumers'
officers and directors made all required filings.
RATIFICATION OF THE APPOINTMENT OF AUDITORS
Subject to the approval of the shareholders, the Board of Directors has
appointed Arthur Andersen LLP, independent public accountants, to audit the
financial statements of Consumers for the year 1996. Arthur Andersen LLP also
served as Consumers' auditors for the year 1995. A representative of Arthur
Andersen LLP will be present at the annual meeting of shareholders and will have
an opportunity to make a statement and respond to appropriate questions.
Approval of the proposal to ratify the appointment of auditors requires the
affirmative vote of the holders of a majority of Consumers' preferred and common
shares present at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS RATIFICATION OF THE APPOINTMENT OF
AUDITORS.
INCORPORATION BY REFERENCE -- CMS ENERGY CORPORATION PROXY STATEMENT
Please refer to the proxy statement of CMS Energy Corporation, which is
dated April 18, 1996 and is furnished to you herewith, for information with
respect to the nominees for directors, meetings and committees of the Board of
Directors, compensation of directors and executive officers and various
compensatory and other plans of Consumers, 1997 proxy statement information and
other matters. This information appears beginning with the heading "Nominees for
Election as Members of the Board of Directors" on Page 2 of CMS Energy
Corporation's proxy statement, and is incorporated by reference herein.
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[LOGO] CONSUMERS PREFERRED STOCK PROXY
POWER SOLICITED BY THE BOARD OF DIRECTORS
POWERING FOR ANNUAL MEETING OF SHAREHOLDERS
MICHIGAN'S PROGRESS
The undersigned appoints W.T. MC CORMICK, JR. and T.A. MC NISH, and each of
them, proxies with full power of substitution, to vote on behalf of the
undersigned at the annual meeting of shareholders of Consumers Power Company to
be held at the Dearborn Inn, 20301 Oakwood Boulevard, Dearborn, Michigan
on May 24, 1996 and at any adjournment or adjournments thereof. Said proxies,
and each of them present and acting at the meeting may vote upon the matters
set forth on the reverse side hereof and with discretionary authority on all
other matters that come before the meeting; all as more fully set forth in the
Proxy Statement received by the undersigned. The shares represented hereby will
be voted on the proposals as specified. IF THIS PROXY IS RETURNED SIGNED BUT
NOT COMPLETED, IT WILL BE VOTED IN FAVOR OF THE ELECTION OF DIRECTORS AND THE
RATIFICATION OF APPOINTMENT OF AUDITORS.
PLEASE VOTE, SIGN AND DATE THIS
PROXY ON THE REVERSE SIDE AND
RETURN IT IN THE ENCLOSED
ENVELOPE.
THANK YOU FOR YOUR PROMPT RESPONSE.
PLEASE VOTE, SIGN AND DATE BELOW
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/X/ TO VOTE AS RECOMMENDED by the Board of Directors on all items, MARK THIS BOX, SIGN, DATE AND RETURN THIS PROXY.
(No additional boxes need be marked. If additional boxes are marked, this box will take precedence.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
(1) ELECTION OF / / FOR all nominees listed below (except as indicated below)
DIRECTORS / / WITHHOLD AUTHORITY to vote for all nominess listed below
William T. McCormick, Jr., James J. Duderstadt, Kathleen R. Flaherty, Victor J. Fryling, Earl D. Holton,
Lois A. Lund, Michael G. Morris, William U. Parfet, Percy A. Pierre, Kenneth Whipple and John B. Yasinsky
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name on the space provided below.)
_________________________________________________________________________________________________________________________________
(2) Ratification of appointment of auditors / / FOR / / AGAINST / / ABSTAIN
Signed_______________________________________________________________
PLEASE SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS NEEDED IF MAILED IN THE UNITED STATES. Dated________________________________________________________, 1996
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