<PAGE>
As filed with the Securities and Exchange Commission on July 28, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
__________________________________________________________________________
Washington, DC 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________________
CMS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2726431
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
CMS ENERGY CORPORATION
PERFORMANCE INCENTIVE STOCK PLAN
EXECUTIVE STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
(Full title of plans)
ALAN M. WRIGHT Copy to:
Senior Vice President and MICHAEL D. VAN HEMERT, ESQ.
Chief Financial Officer CMS Energy Corporation
Fairlane Plaza South, Suite 1100 Fairlane Plaza South, Suite 1100
330 Town Center Drive 330 Town Center Drive
Dearborn, Michigan 48126 Dearborn, Michigan 48126
(313) 436-9560 (313) 436-9602
(Name, address, including ZIP
code, and telephone number,
including area code, of agent
for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
_______________________________________________________________________________________________________________________
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price(1) registration fee
_______________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 2,000,000(2) $35.8125 $71,625,000 $21,704.55
$.01 par value
_______________________________________________________________________________________________________________________
<FN>
1) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of
1933, based upon the average of the high and low sale prices of the
Common Stock, $.01 par value per share, of CMS Energy Corporation, on
the New York Stock Exchange on July 22, 1997.
<FN>
(2) The entire 2,000,000 additional shares are being registered for
issuance pursuant to the CMS Energy Corporation Performance Incentive
Stock Plan.
/TABLE
<PAGE>
<PAGE> 2
STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL
SECURITIES
This Registration Statement on Form S-8 is being filed solely to register
additional securities in accordance with General Instruction E of Form S-
8. CMS Energy Corporation ("CMS Energy" or the "Corporation") hereby
incorporates by reference in this Registration Statement all contents,
including those incorporated by reference, of CMS Energy's Registration
Statement on Form S-8 dated June 8, 1993 (Registration No. 33-64044,
including Post -Effective Amendment No. 1 thereto) (the "Original
Registration Statement"). Except for items restated in this Registration
Statement, this Registration Statement also incorporates from the Original
Registration Statement periodic reports that CMS Energy filed after the
Original Registration Statement to maintain current information about
CMS Energy. CMS Energy recently filed with the Securities and Exchange
Commission (the "Commission"), and incorporates herein by reference, the
following Registration Statement:
The description of the CMS Energy Common Stock contained
in CMS Energy's Registration Statement on Form 8-B dated
May 6, 1987, as amended by Amendment No. 1 thereto filed
November 22, 1996.
All documents subsequently filed with the Commission by CMS Energy
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the dates of
filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following resolution was adopted by the Board of Directors of
CMS Energy on May 6, 1987:
RESOLVED: That effective March 1, 1987 the Corporation shall
indemnify to the full extent permitted by law every person (including the
estate, heirs and legal representatives of such person in the event of the
decease, incompetency, insolvency or bankruptcy of such person) who is or
was a director, officer, partner, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against all liability, costs, expenses, including attorneys' fees,
judgments, penalties, fines and amounts paid in settlement, incurred by or
imposed upon the person in connection with or resulting from any claim or
any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative, investigative or of whatever nature,
arising from the person's service or capacity as, or by reason of the fact
that the person is or was, a director, officer, partner, trustee, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise. Such right of indemnification shall not be deemed exclusive
of any other rights to which the person may be entitled under statute,
bylaw, agreement, vote of shareholders or otherwise.
CMS Energy's Bylaws provide:
The Corporation may purchase and maintain liability insurance, to the
full extent permitted by law, on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against such person and
incurred by such person in any such capacity.
Article VIII of the Articles of Incorporation of CMS Energy reads:
A director shall not be personally liable to the Corporation or its
shareholders for monetary damages for breach of duty as a director except
(i) for a breach of the director's duty of loyalty to the Corporation or
its shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for a
violation of Section 551(l) of the Michigan Business Corporation Act, and
(iv) any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Article VIII, and no
modification to its provisions by law, shall apply to, or have any effect
upon, the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment, repeal or modification.
Article IX of the Articles of Incorporation of CMS Energy reads:
Each director and each officer of the Corporation shall be
indemnified by the Corporation to the fullest extent permitted by law
against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him or
her in connection with the defense of any proceeding in which he or she
was or is a party or is threatened to be made a party by reason of being
or having been a director or an officer of the Corporation. Such right of
indemnification is not exclusive of any other rights to which such
director or officer may be entitled under any now or hereafter existing
statute, any other provision of these Articles, bylaw, agreement, vote of
shareholders or otherwise. If the Business Corporation Act of the State
of Michigan is amended after approval by the shareholders of this Article
IX to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted
by the Business Corporation Act of the State of Michigan, as so amended.
Any repeal or modification of this Article IX by the shareholders of the
Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification.
Sections 561 through 571 of the Michigan Business Corporation Act, as
amended, provides CMS Energy with the power to indemnify directors,
officers, employees and agents against certain expenses and payments, and
to purchase and maintain insurance on behalf of directors, officers,
employees and agents.
Officers and directors are covered within specified monetary limits
by insurance against certain losses arising from claims made by reason of
their being directors or officers of CMS Energy or of CMS Energy's
subsidiaries and CMS Energy's officers and directors are indemnified
against such losses by reason of their being or having been directors or
officers of another corporation, partnership, joint venture, trust or
other enterprise at CMS Energy's request. In addition, CMS Energy has
indemnified each of its present directors by contracts that contain
affirmative provisions essentially similar to those in sections 561
through 571 of the Michigan Business Corporation Act summarized above.
ITEM 8. EXHIBITS
EXHIBIT NUMBERS
*(4)(a) - Indenture dated as of September 15, 1992 between
CMS Energy and NBD Bank, as Trustee. (Designated
in CMS Energy's Form S-3 Registration Statement
filed May 1, 1992, File No. 33-47629, as Exhibit
(4)(a).)
First Supplemental Indenture dated as of October 1,
1992 between CMS Energy and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 8-K dated October
1, 1992, File No. 1-9513, as Exhibit (4).)
Second Supplemental Indenture dated as of October 1,
1992 between CMS Energy and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 8-K dated October
1, 1992, File No. 1-9513, as Exhibit 4(a).)
Third Supplemental Indenture dated as of May 6, 1997
between CMS Energy and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 10-Q for the
quarter ended March 31, 1997, File No. 1-9513, as
Exhibit (4).)
*(4)(b) - Indenture dated as of January 15, 1994 between
CMS Energy and The Chase Manhattan Bank, as Trustee.
(Designated in CMS Energy's Form 8-K dated March 29,
1994, File No. 1-9513, as Exhibit (4)(a).)
First Supplemental Indenture dated as of January 20,
1994 between CMS Energy and The Chase Manhattan
Bank, as Trustee. (Designated in CMS Energy's Form
8-K dated March 29, 1994, File No. 1-9513, as
Exhibit (4)(b).)
Second Supplemental Indenture dated as of March 19,
1996 between CMS Energy and The Chase Manhattan
Bank, as Trustee. (Designated in CMS Energy's Form
10-Q for the quarter ended March 31, 1996, File
No. 1-9513, as Exhibit (4).)
Third Supplemental Indenture dated as of March 17,
1997 between CMS Energy and The Chase Manhattan
Bank, as Trustee. (Designated in CMS Energy's Form
8-K dated May 1, 1997, File No. 1-9513, as Exhibit
(4).)
**(4)(c) - Credit Agreement dated as of July 2, 1997, among CMS
Energy, the Banks, the Administrative Agent,
Collateral Agent, Documentation Agent, Syndication
Agent, Co-Agents and Lead Manager, all as defined
therein, and the Exhibits thereto.
*(4)(d) - Subordinated Debt Securities Indenture between
CMS Energy and The Bank of New York, as Trustee, as
Trustee dated as of June 1, 1997. Designated in
CMS Energy's Form 8-K dated July 1, 1997, File No.
1-9513, as Exhibit (4)(a)).
First Supplemental Indenture dated as of June 20,
1997 between CMS Energy and The Bank of New York, as
Trustee. Designated in CMS Energy's Form 8-K dated
July 1, 1997, File No. 1-9513, as Exhibit (4)(b)).
*(4)(e) - Restated Articles of Incorporation of CMS Energy.
(Designated in CMS Energy's Form S-4 dated June 6,
1995, File No. 1-9513, as Exhibit (3)(i).
*(4)(f) - By-Laws of CMS Energy. (Designated in CMS Energy's
Form 10-K for the year ended December 31, 1994, File
No. 1-5611, as Exhibit 3(c).)
*(4)(g) - Performance Incentive Stock Plan, as first effective
February 3, 1988, and amended and restated effective
January 1, 1995, and as amended as of May 31, 1995.
(Designated in CMS Energy's Form S-8 dated August 4,
1995, File No. 33-61595, as Exhibit (4)(d)).
*(4)(h) - Form of election of Exercise of Nonqualified Stock
Option. (Designated in CMS Energy's Form S-8 dated
August 4, 1995, File No. 33-61595, as Exhibit
(4)(f)).
*(4)(i) - Form of certificate of option grant. (Designated in
CMS Energy's Form S-8 dated August 4, 1995, File No.
33-61595, as Exhibit (4)(g)).
(5)(a) - Opinion of Michael D. Van Hemert, Esq., Assistant
General Counsel for CMS Energy re: legality of
securities being offered.
(15) - Letter re: unaudited financial information.
(23)(a) - Consents of Michael D. Van Hemert, Esq., Assistant
General Counsel for CMS (included in Exhibit 5(a)
above).
(23)(b) - Consent of Arthur Andersen LLP regarding the
Company's Form 10-K.
(24) - Power of Attorney and certified copy of resolution
authorizing officer to sign registration.
*Previously Filed
**To be filed under a subsequent Form.
Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same
effect as if filed with this Registration Statement.
<PAGE>
<PAGE> 6
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dearborn, State of Michigan, on
this 25th day of July 1997.
CMS ENERGY CORPORATION
By: /s/ A. M. Wright
________________________
Alan M. Wright
Senior Vice President,
Chief Financial Officer,
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on July 25, 1997.
Name Title Date
____ _____ _____
(i) Principal executive
officer:
/s/ William T. McCormick, Jr. Chairman of the Board, July 25, 1997
_____________________________ Chief Executive Officer
(William T. McCormick, Jr.) and Director
(ii) Principal financial officer:
/s/ A.M. Wright Senior Vice President, July 25, 1997
_____________________________ Chief Financial Officer
(Alan M. Wright) and Treasurer
(iii) Controller or principal
accounting officer:
/s/ P.D. Hopper Senior Vice President, July 25, 1997
_____________________________ Controller and Chief
(Preston D. Hopper) Accounting Officer
<PAGE>
<PAGE>
Name Title Date
____ _____ ____
Director July 25, 1997
___________________________
(John M. Deutch)
*
___________________________ Director July 25, 1997
(James J. Duderstadt)
*
____________________________ Director July 25, 1997
(Kathleen R. Flaherty)
*
____________________________ Director July 25, 1997
(Victor J. Fryling)
*
___________________________ Director July 25, 1997
(Earl D. Holton)
*
___________________________ Director July 25, 1997
(Michael G. Morris)
*
___________________________ Director July 25, 1997
(W. U. Parfet)
*
___________________________ Director July 25, 1997
(Percy A. Pierre)
___________________________ Director July 25, 1997
(Kenneth Whipple)
*
___________________________ Director July 25, 1997
(John B. Yasinsky)
*By /s/ A.M. Wright
_______________________
Alan M. Wright
Attorney-in-fact
<PAGE>
<PAGE> 8
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
ITEM 8. EXHIBITS
EXHIBIT NUMBERS
*(4)(a) - Indenture dated as of September 15, 1992 between
CMS Energy and NBD Bank, as Trustee. (Designated
in CMS Energy's Form S-3 Registration Statement
filed May 1, 1992, File No. 33-47629, as Exhibit
(4)(a).)
First Supplemental Indenture dated as of October 1,
1992 between CMS Energy and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 8-K dated October
1, 1992, File No. 1-9513, as Exhibit (4).)
Second Supplemental Indenture dated as of October
1, 1992 between CMS Energy and NBD Bank, as
Trustee. (Designated in CMS Energy's Form 8-K
dated October 1, 1992, File No. 1-9513, as Exhibit
4(a).)
Third Supplemental Indenture dated as of May 6,
1997 between CMS Energy and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 10-Q for the
quarter ended March 31, 1997, File No. 1-9513, as
Exhibit (4).)
*(4)(b) - Indenture dated as of January 15, 1994 between
CMS Energy and The Chase Manhattan Bank, as
Trustee. (Designated in CMS Energy's Form 8-K
dated March 29, 1994, File No. 1-9513, as
Exhibit (4)(a).)
First Supplemental Indenture dated as of
January 20, 1994 between CMS Energy and The Chase
Manhattan Bank, as Trustee. (Designated in
CMS Energy's Form 8-K dated March 29, 1994, File
No. 1-9513, as Exhibit (4)(b).)
Second Supplemental Indenture dated as of March 19,
1996 between CMS Energy and The Chase Manhattan
Bank, as Trustee. (Designated in CMS Energy's Form
10-Q for the quarter ended March 31, 1996, File
No. 1-9513, as Exhibit (4).)
Third Supplemental Indenture dated as of March 17,
1997 between CMS Energy and The Chase Manhattan
Bank, as Trustee. (Designated in CMS Energy's Form
8-K dated May 1, 1997, File No. 1-9513, as Exhibit
(4).)
**(4)(c) - Credit Agreement dated as of July 2, 1997, among
CMS Energy, the Banks, the Administrative Agent,
Collateral Agent, Documentation Agent, Syndication
Agent, Co-Agents and Lead Manager, all as defined
therein, and the Exhibits thereto.
*(4)(d) - Subordinated Debt Securities Indenture between
CMS Energy and The Bank of New York, as Trustee, as
Trustee dated as of June 1, 1997. Designated in
CMS Energy's Form 8-K dated July 1, 1997, File No.
1-9513, as Exhibit (4)(a)).
First Supplemental Indenture dated as of June 20,
1997 between CMS Energy and The Bank of New York,
as Trustee. Designated in CMS Energy's Form 8-K
dated July 1, 1997, File No. 1-9513, as Exhibit
(4)(b)).
*(4)(e) - Restated Articles of Incorporation of CMS Energy.
(Designated in CMS Energy's Form S-4 dated June 6,
1995, File No. 1-9513, as Exhibit (3)(i).
*(4)(f) - By-Laws of CMS Energy. (Designated in CMS Energy's
Form 10-K for the year ended December 31, 1994,
File No. 1-5611, as Exhibit 3(c).)
*(4)(g) - Performance Incentive Stock Plan, as first
effective February 3, 1988, and amended and
restated effective January 1, 1995, and as amended
as of May 31, 1995. (Designated in CMS Energy's
Form S-8 dated August 4, 1995, File No. 33-61595,
as Exhibit (4)(d)).
*(4)(h) - Form of election of Exercise of Nonqualified Stock
Option. (Designated in CMS Energy's Form S-8 dated
August 4, 1995, File No. 33-61595, as Exhibit
(4)(f)).
*(4)(i) - Form of certificate of option grant. (Designated in
CMS Energy's Form S-8 dated August 4, 1995, File
No. 33-61595, as Exhibit (4)(g)).
(5)(a) - Opinion of Michael D. Van Hemert, Esq., Assistant
General Counsel for CMS Energy re: legality of
securities being offered.
(15) - Letter re: unaudited financial information.
(23)(a) - Consents of Michael D. Van Hemert, Esq., Assistant
General Counsel for CMS (included in Exhibit 5(a)
above).
(23)(b) - Consent of Arthur Andersen LLP regarding the
Company's Form 10-K.
(24) - Power of Attorney and certified copy of resolution
authorizing officer to sign registration.
*Previously Filed
**To be filed under a subsequent Form.
Exhibits listed above which have been filed with the Securities and
Exchange Commission are incorporated herein by reference with the same
effect as if filed with this Registration Statement.
<PAGE>
Exhibit (5)(a)
July 25, 1997
CMS Energy Corporation
Fairlane Town Plaza
330 Town Center Drive
Suite 1100
Dearborn, Michigan 48126
This opinion is given in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by CMS Energy
Corporation (the "Corporation") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of Common Stock, $.01 par value, of
the Corporation (the "Common Stock"), which may be awarded or issued upon
exercise of options granted to employees of the Corporation pursuant to
the Corporation's Performance Incentive Stock Plan (the "Plan").
I am of the opinion that when the applicable provisions of the Securities
Act are complied with, the Common Stock will be, as and when acquired in
accordance with the terms and conditions of the Plan, legally issued,
fully paid and nonassessable.
I do not find it necessary for the purposes of this opinion to cover, and
accordingly express no opinion as to, the application of the securities or
Blue Sky Laws of the various states to the sale of the Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Michael D. Van Hemert
Michael D. Van Hemert
<PAGE>
Exhibit (15)
To CMS Energy Corporation:
We are aware that CMS Energy Corporation has incorporated by
reference in this registration statement its Form 10-Q for the quarter
ended March 31, 1997, which includes our report dated May 9, 1997,
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, this report is not
considered a part of the registration statement prepared or certified by
our Firm or a report prepared or certified by our Firm within the meaning
of Sections 7 and 11 of the Act.
/s/ Arthur Anderson LLP
_______________________
Detroit, Michigan,
July 25, 1997.
<PAGE>
Exhibit (23)(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated January 24, 1997 included or incorporated by reference in CMS Energy
Corporation's Form 10-K for the year ended December 31, 1996, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
_______________________
Detroit, Michigan,
July 25, 1997
<PAGE>
Exhibit (24)
July 25, 1997
Mr. Alan M. Wright and
Mr. Thomas A. McNish
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
Dearborn, MI 48126
CMS Energy Corporation (the "Corporation") proposes to file a registration
statement with the Securities and Exchange Commission with respect to the
issuance of 2,000,000 additional shares of the Corporation's Common Stock,
$.01 par value, from time to time, pursuant to the provisions of the
Performance Incentive Stock Plan of the Corporation.
We hereby appoint each of you lawful attorney for each of us and in each
of our names to sign and cause to be filed with the Securities and
Exchange Commission a registration statement and/or any appropriate
amendment or amendments thereto, and other necessary documents required to
be filed with the Securities and Exchange Commission.
/s/ William T. McCormick, Jr. /s/ Michael G. Morris
_________________________________ _______________________________
William T. McCormick, Jr. Michael G. Morris
/s/ W. U. Parfet
__________________________________ _______________________________
John M. Deutch W. U. Parfet
/s/ James J. Duderstadt /s/ Percy A. Pierre
__________________________________ ________________________________
James J. Duderstadt Percy A. Pierre
/s/ K. R. Flaherty
_________________________________ ________________________________
K. R. Flaherty Kenneth Whipple
/s/ Victor J. Fryling /s/ John B. Yasinsky
_________________________________ ________________________________
Victor J. Fryling John B. Yasinsky
/s/ Earl D. Holton
_________________________________
Earl D. Holton<PAGE>
<PAGE>
Extract from minutes of a meeting of the Board of Directors of CMS Energy
Corporation (the "Corporation") held July 25, 1997.
- - - - - - -
Proposed Issue of Securities -
Performance Incentive Stock Plan
In order to provide for the distribution and/or sale of
additional shares of common stock of the Corporation pursuant to the
provisions of the Corporation's Performance Incentive Stock Plan (the
"Plan"), it is appropriate to file a registration statement with the
Securities and Exchange Commission and list such additional shares on The
New York Stock Exchange. Such registration statement will register
2,000,000 additional shares of Common Stock, $.01 par value, as provided
in the Plan. Participants may also be able to reoffer or resell such
shares pursuant to the registration statement.
Upon motion duly made and seconded, the following resolutions
were thereupon unanimously adopted:
RESOLVED: That the Board hereby approves and
authorizes the issue and sale of not more than 2,000,000
additional shares of Common Stock, $.01 par value, of
the Corporation, from time to time, for purposes of the
Plan, as the officers of the Corporation deem
appropriate and as counsel may advise; and
RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized, in their
discretion, on its behalf, to execute and file with the
Securities and Exchange Commission a registration
statement with respect to the sale of not more than
2,000,000 shares of Common Stock, $.01 par value, of the
Corporation as provided in the Plan, and to do all other
things necessary to make such registration effective,
including the execution and filing of any necessary or
appropriate amendments; and
RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized to cause
the Corporation to make application to the New York
Stock Exchange (the "Exchange") for the listing on such
Exchange, upon notice of issuance, of not more than
2,000,000 additional shares of Common Stock, $.01 par
value, of the Corporation; that Messrs. Alan M. Wright,
and Thomas A. McNish are, and each of them is,
designated to represent the Corporation in connection
with application for listing and to appear on behalf of
the Corporation before such official or body of said
Exchange as may be appropriate, with authority to make
such changes, upon the advice of counsel, in said
application or in any agreements or other papers
relating thereto as may be necessary or appropriate to
conform with the requirements for listing; and
RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized to have
issued and to deliver, at one time or from time to time,
not more than 2,000,000 additional shares of the Common
Stock, $.01 par value, of the Corporation for purposes
of the Plan; and
RESOLVED FURTHER: That the officers of the
Corporation, and each of them, are authorized and
empowered, in the name and on behalf of the Corporation,
to sign, seal and deliver such documents, papers and
instruments, and to do or cause to be done all acts and
things which any of them may consider necessary or
advisable to carry out the intent and purposes of all of
the foregoing resolutions.
- - - - - - -
I, Thomas A. McNish, Secretary of CMS Energy Corporation, certify that the
foregoing is a true and correct copy of resolutions duly and regularly
adopted at a meeting of the Board of Directors of CMS Energy Corporation
duly called and held on July 25, 1997, at which a quorum was in attendance
and voting throughout and that said resolutions have not since been
rescinded but are still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Corporation this 25th day of July 1997.
/s/ Thomas A. McNish
________________________
Thomas A. McNish
Secretary
( S E A L )
