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REGISTRATION NO.333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CMS ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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MICHIGAN 38-2726431
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
ALAN M. WRIGHT
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
FAIRLANE PLAZA SOUTH CMS ENERGY CORPORATION
330 TOWN CENTER DRIVE, SUITE 1100 FAIRLANE PLAZA SOUTH
DEARBORN, MICHIGAN 48126 330 Town Center Drive, Suite 1100
(313) 436-9200 Dearborn, Michigan 48126
(Address, including zip code, and telephone number. (313) 436-9200
including, area code, of registrant's principal offices) (Name, address, including zip code, and telephone number,
including area code, of agent for service)
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It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
MICHAEL D. VAN HEMERT, ESQ.
ASSISTANT GENERAL COUNSEL
CMS ENERGY CORPORATION
FAIRLANE PLAZA SOUTH
330 Town Center Drive, Suite 1100
Dearborn, Michigan 48126
(313) 436-9602
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] Registration No. 333-75805.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED PROPOSED
SECURITIES TO BE REGISTERED AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED (1) PRICE PER SECURITY (1) OFFERING PRICE (1) REGISTRATION FEE (1)
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Senior Debt Securities $25,000,000 100% $25,000,000 $6,950
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(1) Estimated solely for the purpose of calculating the registration fee;
the maximum aggregate offering price is the amount by which the
proceeds of a June 22, 1999 offering of Common Stock exceeded the
amount registered under Registration No. 333-75805.
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE PURSUANT TO GENERAL INSTRUCTION
IV OF FORM S-3
In accordance with the provisions of General Instruction IV of Form S-3, CMS
Energy Corporation ("CMS Energy") hereby incorporates by reference the contents
of CMS Energy's Registration Statement on Form S-3 (Registration No. 333-75805)
filed with the Securities and Exchange Commission on April 7, 1999, which
Registration Statement was declared effective on April 20, 1999.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Registration Statement on Form S-3 (File No.
333-75805), are incorporated by reference into, and shall be deemed part of,
this Registration Statement, except the following, which are filed herewith:
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EXHIBIT NO, DESCRIPTION
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(5) - Opinion of Michael D. Van Hemert, Assistant General Counsel for CMS Energy.
(23)(a) - Consent of Michael D. Van Hemert, Assistant General Counsel for CMS Energy (included in
Exhibit (5) above.)
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dearborn, and State of Michigan, on June 18, 1999.
CMS ENERGY CORPORATION
By: /s/ A. M. Wright
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Alan M. Wright
Senior Vice President and Chief
Financial Officer
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 June 18, 1999.
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NAME TITLE
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(i) Principal executive officer:
/s/ William T. McCormick, Jr. Chairman of the Board, Chief Executive Officer
------------------------------------------- and Director
William T. McCormick, Jr.
(ii) Principal financial officer:
/s/ A. M. Wright Senior Vice President and Chief Financial Officer
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Alan M. Wright
(iii) /s/ P.D. Hopper Senior Vice President, Controller and
------------------------------------------- Chief Accounting Officer
Preston D. Hopper
* Director
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(John M. Deutch)
* Director
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(James J. Duderstadt)
* Director
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(Kathleen R. Flaherty
* Director
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(Victor J. Fryling)
* Director
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(Earl D. Holton)
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NAME TITLE
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* Director
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(William U. Parfet)
* Director
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(Percy A. Pierre)
* Director
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(Kenneth L. Way)
* Director
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(Kenneth Whipple)
* Director
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(John B. Yasinsky)
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By: /s/ A.M. Wright
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Alan M. Wright
Attorney-in-Fact
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CMS ENERGY CORPORATION
EXHIBITS
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EXHIBITS INDEX
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EXHIBIT NO. DESCRIPTION
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(5) Opinion of Michael D. Van Hemert, Assistant General Counsel for CMS Energy.
(23)(a) Consent of Michael D. Van Hemert, Assistant General Counsel for CMS Energy
(included in Exhibit (5) above.)
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EXHIBIT 5
June 18, 1999
CMS Energy Corporation
Fairlane Plaza South
330 Town Center Drive
Suite 1100
Dearborn, MI 48126
Ladies and Gentlemen:
I am the Assistant General Counsel of CMS Energy Corporation, a
Michigan corporation ("CMS Energy" or the "Company"), and have acted as such in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the additional registration of $25 million
aggregate principal amount of CMS Energy Unsecured Senior Debt Securities ("Debt
Securities"). The offered securities are sometimes referred to as the
"Securities." Capitalized terms not otherwise defined herein have the respective
meanings specified in the Registration Statement.
In rendering this opinion, I have examined and relied upon a copy of
the Registration Statement. I have also examined, or have arranged for the
examination by an attorney or attorneys under my general supervision, originals,
or copies of originals certified to my satisfaction, of such agreements,
documents, certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied myself
as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion. I have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of all natural persons and the conformity with the original documents
of any copies thereof submitted to me for examination.
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Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Michigan.
2. The Company has the corporate power and authority to
authorize and sell the Debt Securities pursuant to the
Indenture dated September 15, 1992, as supplemented,
between the Company and NBD Bank, as trustee (the
"Indenture").
3. The Debt Securities will be legally issued and binding
obligations of the company (except to the extent
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer
or other similar laws affecting the enforcement of
creditors' rights generally and by the effect of general
principles of equity, regardless of whether enforceability
is considered in a proceeding in equity or at law) when:
(i) the Registration Statement, as finally amended
(including any necessary post-effective amendments),
shall have become effective under the Securities Act
and the Indenture (including any necessary
supplemental indentures) shall have been qualified
under the Trust Indenture Act of 1939, as amended,
and duly executed and delivered by the Company and
the Trustee;
(ii) an appropriate Prospectus Supplement with respect to
the Debt Securities shall have been filed with the
Commission pursuant to Rule 424 under the Securities
Act;
(iii) the Company's Board of Directors or a duly authorized
committee thereof shall have duly adopted final
resolutions authorizing the issuance and sale of the
Debt Securities as contemplated by the Registration
Statement and the Indenture; and
(iv) the supplemental Indenture under which the Debt
Securities are to be issued has been duly authorized,
executed and delivered, and the Debt Securities shall
have been duly executed and authenticated as provided
in the Indenture and such resolutions, and shall have
been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.
For purposes of this opinion, I have assumed that there will be no
changes in the laws currently applicable to the Company and that such laws will
be the only laws applicable to the Company.
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3
I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Securities.
I am a member of the bar of the State of Michigan and I express no
opinion as to the laws of any jurisdiction other than the State of Michigan and
the federal law of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to
the Company's Registration Statement on Form S-3 relating to the Securities and
to all references to me included in or made a part of the Registration
Statement.
Very truly yours,
/s/ Michael D. Van Hemert
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Michael D. Van Hemert
