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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 ENERGY COMPANY FINANCING II
(Exact name of registrant as specified in its Declaration of Trust)
DELAWARE
38-6696294
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
c/o Consumers Energy Company
212 West Michigan Avenue
Jackson, Michigan 49201
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(Address of Principal Executive Offices) (Zip Code)
CONSUMERS ENERGY COMPANY
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(Exact name of registrant as specified in its Restated Articles of
Incorporation)
MICHIGAN 38-0442310
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
212 West Michigan Avenue
Jackson, Michigan 49201
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class
securities and is effective upon of debt securities and is to
filing pursuant to General become effective simultaneously
Instruction A(c)(1), please with the effectiveness of a
check the following box. ___ concurrent registration statement
under the Securities Act of 1933
pursuant to General Instruction
A(c)(2), please check the
following box. ___
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
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Consumers Energy Company Financing The New York Stock Exchange,
II _____% Trust Originated Preferred Inc.
Securities (and the Guarantee by
Consumers Energy Company with respect
thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)<PAGE>
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
The securities to be registered hereby are _____% Trust Originated
Preferred Securities (the "Preferred Securities"), of Consumers Energy
Company Financing II ("CECo Financing"), a Delaware business trust. The
Preferred Securities represent undivided beneficial interests in the
assets of CECo Financing and are guaranteed by Consumers Energy Company
("Consumers"), a Michigan corporation, to the extent set forth in the form
of the Preferred Securities Guarantee Agreement by Consumers to The Bank
of New York, as Preferred Guarantee Trustee (the "Guarantee"). The
Guarantee is incorporated by reference to Exhibit (4)-7 to the
Registration Statement on Form S-3 (the "Registration Statement") of CECo
Financing and Consumers (Registration Nos. 333-32847 and 333-32847-01)
filed with the Securities and Exchange Commission on August 5, 1997. The
particular terms of the Preferred Securities and the Guarantee are
described in the Prospectus which form a part of the Registration
Statement. The Prospectus, the Prospectus Supplement and the form of
Guarantee are incorporated by reference herein as set forth in Item 2
below.
Item 2. Exhibits
The Preferred Securities described herein are to be registered on the
New York Stock Exchange, on which no other securities of CECo Financing
are registered. Accordingly, the following Exhibits required in
accordance with Part II to the Instructions as to Exhibits to Form 8-A
will be duly filed with the New York Stock Exchange. Each Exhibit was
previously filed as indicated and is incorporated herein by reference.
Exhibit
Number Description and Method of Filing
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(4)-1 Certificate of Trust of Filed as Exhibit (4)-1 to
Consumers Energy Company Registration Statement of
Financing II Consumers Energy Company and
Consumers Energy Company
Financing II (Reg. Nos. 333-32847
and 333-32847-01)
(4)-2 Form of Amended and Restated Filed as Exhibit (4)-2 to
Declaration of Trust of Registration Statement of
Consumers Energy Company Consumers Energy Company and
Financing II Company and Consumers Energy
Company Financing II (Reg. Nos.
333-32847 and 333-32847-01)
(4)-3 Subordinated Debt Securities Filed as Exhibit (4)-3 to
Indenture between Consumers Registration Statement of
Energy Company and The Bank Consumers Energy Company
of New York dated as of and Consumers Energy Company
January 1, 1996 (Designated Financing II (Reg. Nos. 333-32847
in Consumers Energy Company's and 333-32847-01)
Form 10-K for the fiscal year
ended December 31, 1995, File
No. 1-5611, as Exhibit 4(b))
(4)-4 Form of Second Supplemental Filed as Exhibit (4)-4 to
Indenture to Subordinated Registration Statement of
Debt Securities Indenture Consumers Energy Company
to be used in connection with and Consumers Energy Company
the issuance of Subordinated Financing II (Reg. Nos. 333-32847
Debt Securities and Preferred and 333-32847-01)
Securities
(4)-5 Form of Preferred Security Filed as Exhibit (4)-5 to
(contained in the Form of Registration Statement of
Amended and Restated Consumers Energy Company
Declaration of Trust of and Consumers Energy Company
Consumers Energy Company Financing II (Reg. Nos. 333-32847
Financing II) and 333-32847-01)
(4)-6 Form of Subordinated Debt Filed as Exhibit (4)-6 to
Security (contained in the Registration Statement of
Form of Second Consumers Energy Company
Supplemental Indenture) and Consumers Energy Company
Financing II (Reg. Nos. 333-32847
and 333-32847-01)
(4)-7 Form of Guarantee Agreement Filed as Exhibit (4)-7 to
with respect to the Registration Statement of
Preferred Securities Consumers Energy Company and
Consumers Energy Company
Financing II (Reg. Nos. 333-32847
and 333-32847-01)
(99) The Prospectus Filed as part of the Registration
Statement of Consumers Energy
Company and Consumers Energy
Company Financing II (Reg. Nos.
333-32847 and 333-32847-01)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Act
of 1934, each of the Registrants has duly caused this registration
statement to be signed on its behalf by the undersigned thereto duly
authorized.
CONSUMERS ENERGY COMPANY FINANCING II
By: /s/ A.M.Wright
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Alan M. Wright, Trustee
By: /s/ Thomas A. McNish
-----------------------------------
Thomas A. McNish, Trustee
By: /s/ Doris F. Galvin
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Doris F. Galvin, Trustee
CONSUMERS ENERGY COMPANY
By: /s/ Thomas A. McNish
-----------------------------------
Name: Thomas A. McNish
Title: Vice President and Secretary
August 12, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-A
CONSUMERS ENERGY COMPANY
CONSUMERS ENERGY COMPANY FINANCING II
EXHIBITS
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EXHIBIT INDEX
Exhibit
Number Description and Method of Filing
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(4)-1 Certificate of Trust of Filed as Exhibit (4)-1 to
Consumers Energy Company Registration Statement of
Financing II Consumers Energy Company and
Consumers Energy Company
Financing II (Reg. Nos. 333-32847
and 333-32847-01)
(4)-2 Form of Amended and Restated Filed as Exhibit (4)-2 to
Declaration of Trust of Registration Statement of
Consumers Energy Company Consumers Energy Company and
Financing II Company and Consumers Energy
Company Financing II (Reg. Nos.
333-32847 and 333-32847-01)
(4)-3 Subordinated Debt Securities Filed as Exhibit (4)-3 to
Indenture between Consumers Registration Statement of
Energy Company and The Bank Consumers Energy Company
of New York dated as of and Consumers Energy Company
January 1, 1996 (Designated Financing II (Reg. Nos. 333-32847
in Consumers Energy Company's and 333-32847-01)
Form 10-K for the fiscal year
ended December 31, 1995, File
No. 1-5611, as Exhibit 4(b))
(4)-4 Form of Second Supplemental Filed as Exhibit (4)-4 to
Indenture to Subordinated Registration Statement of
Debt Securities Indenture Consumers Energy Company
to be used in connection with and Consumers Energy Company
the issuance of Subordinated Financing II (Reg. Nos. 333-32847
Debt Securities and Preferred and 333-32847-01)
Securities
(4)-5 Form of Preferred Security Filed as Exhibit (4)-5 to
(contained in the Form of Registration Statement of
Amended and Restated Consumers Energy Company
Declaration of Trust of and Consumers Energy Company
Consumers Energy Company Financing II (Reg. Nos. 333-32847
Financing II) and 333-32847-01)
(4)-6 Form of Subordinated Debt Filed as Exhibit (4)-6 to
Security (contained in the Registration Statement of
Form of Second Consumers Energy Company
Supplemental Indenture) and Consumers Energy Company
Financing II (Reg. Nos. 333-32847
and 333-32847-01)
(4)-7 Form of Guarantee Agreement Filed as Exhibit (4)-7 to
with respect to the Registration Statement of
Preferred Securities Consumers Energy Company and
Consumers Energy Company
Financing II (Reg. Nos. 333-32847
and 333-32847-01)
(99) The Prospectus Filed as part of the Registration
Statement of Consumers Energy
Company and Consumers Energy
Company Financing II (Reg. Nos.
333-32847 and 333-32847-01)
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