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Pursuant to Rule 424(b)(5)
Registration No. 333-01261
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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH 19, 1996)
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$125,000,000*
CMS ENERGY CORPORATION
GENERAL TERM NOTES(R), SERIES B
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DUE FROM 9 MONTHS TO 25 YEARS FROM DATE OF ISSUE
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CMS Energy Corporation (the "Company" or "CMS Energy") may offer from time
to time up to $125,000,000 aggregate
principal amount of its General Term Notes(R), Series B (the "Notes"). Each Note
will bear interest at a fixed rate payable monthly, quarterly or semi-annually
and will mature on a date 9 months to 25 years from the date of issue. The
interest rate, issue price, stated maturity, interest payment dates and certain
other terms (including a Survivor's Option, if applicable) with respect to each
Note will be established at the time of issuance and set forth in a pricing
supplement to this Prospectus Supplement and the accompanying Prospectus (a
"Pricing Supplement"). If provided in the applicable Pricing Supplement with
respect to any Note, such Note will be subject to redemption prior to its stated
maturity by the Company, in whole or in part, at redemption prices declining
from a specified premium, if any, to par, together with accrued interest to the
date of redemption. Notes will be issued only in denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000. The Notes will
be unsecured debt securities of the Company. See "Description of General Term
Notes(R)" in the accompanying Prospectus.
Pursuant to the terms of a Distribution Agreement dated March 19, 1996, as
supplemented by certain letter agreements, the Company has appointed J.W. Korth
& Company, First of Michigan Corporation and Prudential Securities Incorporated
as Agents through which the Notes may be offered by the Company on a continuous
basis. Additional Agents may be designated under the Distribution Agreement from
time to time. The names of any such Additional Agents will be named in the
applicable Pricing Supplement. See "Plan of Distribution" in the accompanying
Prospectus.
Each Note initially will be issued in book-entry form and will be
represented only by a global certificate (a "Global Note") registered in the
name of the nominee of The Depository Trust Company (as Depository). A
beneficial interest in a Global Note will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and its
participants. A beneficial interest in a Global Note will not be represented by
Notes in definitive form except under the limited circumstances described in the
accompanying Prospectus. See "Description of General Term Notes(R) -- Book-Entry
System" and "-- Certificated Notes" in the accompanying Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING
SUPPLEMENT HERETO OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO AGENT'S DISCOUNT PROCEEDS TO
PUBLIC(1) OR COMMISSION(2) COMPANY(2)(3)
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Per Note.............................. 100% Not to exceed 4% Not less than 96%
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Not less than
Total................................. $125,000,000 Not to exceed $5,000,000 $120,000,000
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(1) Unless otherwise specified in the applicable Pricing Supplement, the price
to the public for each Note will be equal to 100% of the principal amount
thereof. See "Plan of Distribution."
(2) The Company will pay the Agents an underwriting discount or commission, not
to exceed 4% of the principal amount of any Note, which discount or
commission will be disclosed in the applicable Pricing Supplement for the
Note, depending upon the maturity of the Note. The Company has agreed to
indemnify the Agents against certain liabilities, including liabilities
under the Securities Act of 1933, as amended, or to contribute to payments
that the Agents may be required to make in respect thereof. See "Plan of
Distribution" in the accompanying Prospectus.
(3) Before deducting expenses payable by the Company estimated at $185,000.
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Offers to purchase the Notes are being solicited from time to time by the
Agent on behalf of the Company. Each Agent
has agreed to use its reasonable best efforts to solicit purchases of the Notes.
Following such solicitation, Notes will be sold through one or more of the
Agents, acting as principals. The Notes are offered, subject to prior sale,
when, as, and if issued to and accepted by the Agents, and subject to the right
of the Company and each Agent to reject any order in whole or in part and to
withdraw, cancel or modify the offer made hereby without notice. The Notes will
not be listed on any securities exchange, and there can be no assurance that the
Notes offered by this Prospectus will be sold or that there will be a secondary
market for the Notes. See "Plan of Distribution" in the accompanying Prospectus.
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FIRST OF MICHIGAN CORPORATION
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The date of this Prospectus is March 29, 1996.
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* Subject to reduction as a result of the sale of Notes by First of Michigan
Corporation and the other Agents as contemplated herein and in the
accompanying Prospectus. See "Plan of Distribution" in the accompanying
Prospectus.
(R) Registered servicemark of J. W. Korth & Company.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY PRICING SUPPLEMENT IN CONNECTION
WITH THE OFFERINGS COVERED BY THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND ANY
PRICING SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE AGENTS.
NEITHER THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS NOR ANY PRICING SUPPLEMENT
CONSTITUTES AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES TO WHICH THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND ANY PRICING
SUPPLEMENT RELATE IN ANY JURISDICTION WHERE OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY PRICING SUPPLEMENT NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE
HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT,
THE PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATES THEREOF.
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TABLE OF CONTENTS
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PAGE
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Prospectus Supplement
Prospectus
Available Information................ 2
Incorporation of Certain Documents by
Reference.......................... 2
Prospectus Summary................... 3
The Company.......................... 6
Use of Proceeds...................... 6
Ratio of Earnings to Fixed Charges... 7
Description of General Term
Notes(R)........................... 7
Plan of Distribution................. 23
Legal Opinions....................... 24
Experts.............................. 24
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$125,000,000*
CMS ENERGY
CORPORATION
GENERAL TERM NOTES(R)
SERIES B
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PROSPECTUS SUPPLEMENT
MARCH 29, 1996
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FIRST OF MICHIGAN
CORPORATION
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