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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 III
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(Exact name of registrant as specified in its Declaration of Trust)
DELAWARE
Applied for
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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 registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class to be registered
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<S> <C>
Consumers Energy Company Financing III The New York Stock Exchange,
9.250% Trust Originated Preferred Securities Inc.
(and the Guarantee by Consumers Energy
Company with respect thereto)
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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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 9.250% Trust Originated
Preferred Securities (the "Preferred Securities"), of Consumers Energy Company
Financing III ("CECo Financing III"), a Delaware business trust. The Preferred
Securities represent undivided beneficial interests in the assets of CECo
Financing III 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)(m) to the Registration Statement on Form S-3 of CECo
Financing III and Consumers and the Amendment No. 1 on Form S-3/A to the
Registration Statement on Form S-3 (collectively, the Registration Statement on
Form S-3 and the Amendment No. 1 to the Registration Statement on Form S-3,
referred to herein as the "Registration Statement") (Registration Nos. 33-89363
and 333-89363-01) filed with the Securities and Exchange Commission on October
20, 1999, and October 22, 1999, respectively. The particular terms of the
Preferred Securities and the Guarantee are described in the Prospectus and the
Prospectus Supplement 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
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<S> <C> <C>
(4)-1 Certificate of Trust of Consumers Energy Filed as Exhibit (4)(g) to Registration
Company Financing III Statement of Consumers Energy Company and
Consumers Energy Company
Financing III (Reg. Nos. 333-89363 and 333-
89363-01).
(4)-2 Form of Amended and Restated Filed as Exhibit (4)(i) to Registration
Declaration of Trust Statement of Consumers Energy
Company and Consumers Energy Company
Financing III (Reg. Nos. 333-89363 and
333-89363-01).
(4)-3 Indenture between Consumers Energy Filed as Exhibit (4)(b) to Consumers Energy
Company and The Bank of New York Company's Form 10-K for the fiscal year
dated as of January 1, 1996 (Designated ended December 31, 1995, File No. 1-5611.
in Consumers Energy Company's Form 10-K
for the fiscal year ended December 31,
1995, File No. 1-5611, as Exhibit 4(b)).
</TABLE>
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<TABLE>
<S> <C> <C>
(4)-4 Form of Third Supplemental Indenture to Filed as Exhibit (4)(j) to Registration
Subordinated Debt Securities Indenture Statement of Consumers Energy Company
to be used in connection with the and Consumers Energy Company
issuance of Subordinated Debt Securities Financing III (Reg. Nos. 333-89363 and 333-and
Preferred Securities. 89363-01).
(4)-5 Form of Preferred Security (contained Filed as Exhibit (4)(l) to Registration
in the Form of Amended and Restated Statement of Consumers Energy Company
Declaration of Trust of Consumers and Consumers Energy Company
Energy Company Financing III) Financing III (Reg. Nos. 333-89363 and
333-89363-01).
(4)-6 Form of Subordinated Debt Security Filed as Exhibit (4)(k) to Registration
(contained in the Form of Third Statement of Consumers Energy Company
Supplemental Indenture) and Consumers Energy Company
Financing III (Reg. Nos. 333-89363 and 333-
89363-01).
(4)-7 Form of Guarantee Agreement with Filed as Exhibit (4)(m) to Registration
respect to the Preferred Securities Statement of Consumers Energy Company and
Consumers Energy Company
Financing III (Reg. Nos. 333-89363 and 333-
89363-01).
(99)(a) The Prospectus Filed as part of the Registration Statement of
Consumers Energy Company and Consumers Energy
Company Financing III (Reg. Nos. 333-89363 and
333-89363-01).
(99)(b) The Preliminary Prospectus Filed as part of the Registration Statement of
Consumers Energy Company and Consumers Energy
Company Financing III (Reg. Nos. 333-89363 and
333-89363-01).
</TABLE>
4
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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 III
By: /s/ Alan M. Wright
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Alan M. Wright, Trustee
By: /s/ Thomas A. McNish
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Thomas A. McNish, Trustee
CONSUMERS ENERGY COMPANY
By: /s/ Thomas A. McNish
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Name: Thomas A. McNish
Title: Vice President and Secretary
November 1, 1999
5
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 8-A
CONSUMERS ENERGY COMPANY
CONSUMERS ENERGY COMPANY FINANCING III
EXHIBITS
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF Filing
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<S> <C> <C>
(4)-1 Certificate of Trust of Consumers Energy Filed as Exhibit (4)(g) to Registration
Company Financing III Statement of Consumers Energy Company and
Consumers Energy Company Financing III (Reg.
Nos. 333-89363 and 333-89363-01).
(4)-2 Form of Amended and Restated Filed as Exhibit (4)(i) to Registration
Declaration of Trust Statement of Consumers Energy
Company and Consumers Energy Company
Financing III (Reg. Nos. 333-89363 and
333-89363-01).
(4)-3 Indenture between Consumers Energy Filed as Exhibit (4)(b) to Consumers
Company and The Bank of New York Energy Company's Form 10-K for the
dated as of January 1, 1996 (Designated fiscal year ended December 31, 1995,
in Consumers Energy Company's Form 10-K File No. 1-5611.
for the fiscal year ended December 31,
1995, File No. 1-5611, as Exhibit 4(b)).
(4)-4 Form of Third Supplemental Indenture to Filed as Exhibit (4)(j) to Registration
Subordinated Debt Securities Indenture Statement of Consumers Energy
to be used in connection with the Company and Consumers Energy
issuance of Subordinated Debt Securities Company Financing III (Reg. Nos.
and Preferred Securities. 333-89363 and 333-89363-01).
(4)-5 Form of Preferred Security (contained Filed as Exhibit (4)(l) to Registration
in the Form of Amended and Restated Statement of Consumers Energy
Declaration of Trust of Consumers Company and Consumers Energy
Energy Company Financing III) Company Financing III (Reg. Nos.
333-89363 and 333-89363-01).
(4)-6 Form of Subordinated Debt Security Filed as Exhibit (4)(k) to Registration
(contained in the Form of Third Statement of Consumers Energy
Supplemental Indenture) Company and Consumers Energy
Company Financing III (Reg. Nos.
333-89363 and 333-89363-01).
(4)-7 Form of Guarantee Agreement with Filed as Exhibit (4)(m) to Registration
respect to the Preferred Securities Statement of Consumers Energy Company and
Consumers Energy Company
Financing III (Reg. Nos. 333-89363 and 333-
89363-01).
</TABLE>
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<TABLE>
<S> <C> <C>
(99)(a) The Prospectus Filed as part of the Registration Statement of
Consumers Energy Company and Consumers Energy
Company Financing III (Reg. Nos. 333-89363 and
333-89363-01).
(99)(b) The Preliminary Prospectus Filed as part of the Registration Statement of
Consumers Energy Company and Consumers Energy
Company Financing III (Reg. Nos. 333-89363 and
333-89363-01).
</TABLE>
