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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CMS Energy Corporation
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(Exact name of registrant as
specified in its charter)
Michigan
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(State of incorporation or
organization of registrant)
38-2726431
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(I.R.S. Employer Identification No.)
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan
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(Address of principal executive offices of each registrant)
48126
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Adjustable Convertible Trust Security New York Stock Exchange
unit
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-68937, 333-68937-01 and 333-68937-02 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Adjustable Convertible Trust
Security units (the "Units") to be registered hereunder is incorporated herein
by reference to the description included under the caption "Description of the
Units" in the Registration Statement on Form S-3 of CMS Energy Corporation, CMS
Energy Trust II and CMS Energy Trust III (Registration Nos. 333-68937,
333-68937-01 and 333-68937-02) (as the same may be amended from time to time the
"Registration Statement"). For purposes of such description, any prospectus
supplement relating to the Registration Statement filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, which purports to describe the
Units shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
1. Registration Statement on Form S-3 (Registration Nos. 333-68937,
333-68937-01 and 333-68937-02) filed with the Securities and Exchange
Commission on December 15, 1998 by CMS Energy Corporation, CMS Energy
Trust II and CMS Energy Trust III, as amended (the "Registration
Statement"), is incorporated herein by reference.
2. Subordinated Debt Indenture (Designated in CMS Energy Corporation's
Form 8-K dated June 1, 1997, File No. 1-9513, as Exhibit (4)(a)).
3. Form of Supplemental Indenture to be used with the Subordinated
Debentures issued in connection with the Trust Preferred Securities
(Designated in CMS Energy Corporation's Amendment No. 1 to Form S-3
Registration Statement filed June 13, 1997, File No. 333-27849, as
Exhibit (4)(f)).
4. Form of Amended and Restated Trust Agreement of CMS Energy Trust II
(Designated in CMS Energy Corporation's Amendment No. 1 to Form S-3
Registration Statement filed June 13, 1997, File No. 333-27849, as
Exhibit (4)(i)).
5. Form of Trust Preferred Securities Guarantee Agreement of CMS Energy
Trust II (Designated in CMS Energy Corporation's Amendment No. 1 to
Form S-3 Registration Statement filed June 13, 1997, File No. 333-
27849, as Exhibit (4)(n)).
6. Form of Trust Preferred Security (incorporated herein by reference
to Exhibit (4)(n) to the Registration Statement).
7. Form of Subordinated Debenture (incorporated herein by reference to
Exhibit (4)(m) to the Registration Statement).
8. Form of Master Unit Agreement between CMS Energy Corporation and The
Bank of New York, as Unit Agent (incorporated herein by reference to
Exhibit 4(t) to CMS Energy Corporation's Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 29, 1999).
9. Form of Pledge Agreement among CMS Energy Corporation and The Chase
Manhattan Bank, as Collateral Agent and The Bank of New York, as Unit
Agent (incorporated herein by reference to Exhibit 4(u) to CMS Energy
Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 29, 1999).
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10. Form of Normal Unit Certificate (incorporated herein by reference
to Exhibit 4(t)(1) to CMS Energy Corporation's Current Report on Form
8-K filed with the Securities and Exchange Commission on June 29,
1999).
11. Form of Stripped Unit Certificate (incorporated by reference to
Exhibit 4(t)(2) to CMS Energy Corporation's Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 29, 1999).
12. Form of Call Option Agreement between Donaldson, Lufkin & Jenrette
Securities Corporation and The Bank Of New York, as Unit Agent and
Attorney-In-Fact (incorporated by reference to Exhibit (4)(v) to CMS
Energy Corporation's Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 29, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CMS ENERGY CORPORATION
By:/s/ Thomas A. McNish
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Vice President and Secretary
Dated: June 29, 1999
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