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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) SEPTEMBER 9, 1999
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)
FAIRLANE PLAZA SOUTH, SUITE 1100
330 TOWN CENTER DRIVE
DEARBORN, MICHIGAN 48126
(313) 436-9261
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A MICHIGAN CORPORATION)
212 WEST MICHIGAN AVENUE
JACKSON, MICHIGAN
(517) 788-1030
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ITEM 5. OTHER EVENTS.
CMS Energy Corporation today announced that it will exchange up to
6,166,146 shares of CMS Energy Corporation Common Stock, par value $.01 per
share ("CMS Energy Common Stock"), for all issued and outstanding shares of its
CMS Energy Class G Common Stock, no par value per share ("Class G Common
Stock"), in accordance with its Restated Articles of Incorporation. CMS Energy
Corporation will exchange .7041 shares of CMS Energy Common Stock for each share
of Class G Common Stock. This represents the fair market value of CMS Energy
Common Stock equal to 115% of the fair market value of one share of Class G
Common Stock. Fair market value of both CMS Energy Common Stock and Class G
Common Stock means the average daily closing price of the stocks for the 20
consecutive business days (July 28, 1999 through August 24, 1999) beginning 30
days prior to September 9, 1999.
The date of the exchange will be determined after either a registration
statement covering the shares of CMS Energy Common Stock to be exchanged has
been declared effective by the Securities and Exchange Commission ("SEC") or CMS
Energy Corporation has confirmed the availability of an exemption from such
registration.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CMS ENERGY CORPORATION
Dated: September 9, 1999 By: /s/ A.M. Wright
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Alan M. Wright
Senior Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: September 9, 1999 By: /s/ A.M. Wright
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Alan M. Wright
Senior Vice President and
Chief Financial Officer
