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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CMS ENERGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Michigan 38-2726431
(State of Incorporation) (IRS Employer Identification No.)
Fairlane Plaza South, Suite 1100
330 Town Center Drive, Dearborn, Michigan 48126
(Address of Principal Executive Offices) (Zip Code)
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(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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Premium Equity Participating Security Units New York Stock Exchange
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 class of securities to be registered hereby are the Premium
Equity Participating Security Units (the "PEPS Units") of CMS Energy
Corporation, a Michigan corporation.
A description of the PEPS Units is set forth in the Prospectus
Supplement dated August 10, 2000 and filed with the Commission pursuant to Rule
424 on August 10, 2000, to the Prospectus contained 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"),
which is incorporated herein by reference.
Item 2. Exhibits.
*1. Amendment No. 1 to the Registration Statement filed with the Securities
and Exchange Commission on May 7, 1999.
*2. Prospectus and Prospectus Supplement (Rule 424(b)(5) filing made by CMS
Energy Corporation on August 10, 2000).
*3 Subordinated Debt Indenture (Designated in CMS Energy Corporation's Form
8-K dated June 1, 1997, File No. 1-9513, as Exhibit (4)(a)).
*4. Form of Fourth Supplemental Indenture to be used with the Subordinated
Debentures issued in connection with the Common Securities and the Trust
Preferred Securities (incorporated herein by reference to Exhibit 4(w)
to CMS Energy Corporation's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 15, 2000).
*5. Form of Subordinated Debenture (incorporated herein by reference to
Exhibit 4(cc) to CMS Energy Corporation's Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 15, 2000).
*6. Certificate of Trust of CMS Energy Trust III (Designated in CMS Energy
Corporation's Form S-3 Registration Statement filed on December 15,
1998, Registration Nos. 333-68937, 333-68937-01 and 333-68937-02 as
Exhibit (4)(i)).
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*7. Form of Amended and Restated Declaration of Trust of CMS Energy Trust
III (incorporated herein by reference to Exhibit 4(x) to CMS Energy
Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 15, 2000).
*8. Form of Trust Preferred Security (incorporated herein by reference to
Exhibit 4(dd) to CMS Energy Corporation's Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 15, 2000).
*9. Form of Guarantee Agreement of CMS Energy Trust III (incorporated herein
by reference to Exhibit 4(y) to CMS Energy Corporation's Current Report
on Form 8-K filed with the Securities and Exchange Commission on August
15, 2000).
*10. Form of Pledge Agreement among CMS Energy Corporation and The Chase
Manhattan Bank, as Collateral Agent, The Chase Manhattan Bank, as
Securities Intermediary, and The Bank of New York, as Purchase Contract
Agent (incorporated herein by reference to Exhibit 4(z) to CMS Energy
Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 15, 2000).
*11. Form of Purchase Contract Agreement (incorporated herein by reference to
Exhibit 4(aa) to CMS Energy Corporation's Current Report on Form 8-K
filed with the Securities and Exchange Commission on August 15, 2000).
*12. Form of Certificate Evidencing PEPS Units (incorporated herein by
reference to Exhibit 4(ee) to CMS Energy Corporation's Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 15,
2000).
*13. Form of Certificate Evidencing Treasury PEPS Units (incorporated herein
by reference to Exhibit 4(ff) to CMS Energy Corporation's Current Report
on Form 8-K filed with the Securities and Exchange Commission on August
15, 2000).
*14. Form of Remarketing Agreement between CMS Energy Corporation, CMS Energy
Trust III and Morgan Stanley & Co., Incorporated (incorporated herein by
reference to Exhibit 4(bb) to CMS Energy Corporation's Current Report on
Form 8-K filed with the Securities and Exchange Commission on August 15,
2000).
*Incorporated herein by reference.
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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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Thomas A. McNish
Vice President and Secretary
Dated: August 15, 2000
