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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2000
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 (I.R.S. Employer Identification No.)
organization) THOMAS A. MCNISH
FAIRLANE PLAZA SOUTH VICE PRESIDENT AND SECRETARY
330 TOWN CENTER DRIVE, SUITE 1100 212 WEST MICHIGAN AVENUE
DEARBORN, MICHIGAN 48126 JACKSON, MICHIGAN 49201
(313) 436-9200 (517)788-1030
(Address, including zip code, and telephone number, (Address, including zip code, and telephone number,
including, area code, of registrant's principal including, area code, of registrant's principal
executive offices) executive offices)
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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.
-------------------------
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. [ ]
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(2) OFFERING PRICE PER SHARE PRICES(1) REGISTRATION FEE(1)(2)
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Common Stock, $.01 par value.......... 3,738,871 shares $26.47 $98,967,918 $26,127.53
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(1) Estimated solely for purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the
average of the high and low sale prices of the common stock, par value $.01
per share, of CMS Energy Corporation, on the New York Stock Exchange on
September 5, 2000.
(2) Pursuant to Rule 429 of the Securities Act of 1933, as amended, the
Prospectus contained herein relates to (a) 8,000,000 shares of Common Stock,
$.01 par value of the registrant contained in the Registration Statement on
Form S-3 (No. 33-62573) of which 5,738,997 remain unissued and are being
carried forward and the related fees previously paid with the earlier
registration statement of $41,128.53, and (b) filing fees associated with
5,000,000 shares of Class G Common Stock, no par value of the registrant
contained in the Registration Statement on Form S-3 (No. 33-62573) of which
4,151,779 shares were not issued and of which $26,127.53 in fees were
previously paid with the earlier registration statement and are being
carried forward to this Registration Statement to register additional shares
of Common Stock, $.01 par value of the registrant.
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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The information in this prospectus is not complete and may be
changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to
sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
PROSPECTUS (SUBJECT TO COMPLETION) ISSUED SEPTEMBER 11, 2000
9,477,868 SHARES OF COMMON STOCK, $.01 PAR VALUE
[CMS ENERGY LOGO]
CMS ENERGY CORPORATION
STOCK PURCHASE PLAN
------------------------
We are pleased to offer the CMS ENERGY STOCK PURCHASE PLAN, a direct stock
purchase plan designed to provide investors with a convenient way to purchase
shares of CMS common stock and to reinvest dividends for the purchase of
additional shares. Stock can be purchased and dividends reinvested with NO
COMMISSIONS OR SERVICE CHARGES.
Some of the KEY FEATURES of the Plan are:
- You can ENROLL IN THE PLAN with an initial investment of at least $500
per account. (This $500 minimum will be waived if you enroll for
automatic investment of at least $100 per month.). The maximum total
amount that you can invest in any calendar year is $250,000.
- Through AUTOMATIC MONTHLY INVESTMENTS deducted from your bank account of
at least $25 per month, you can grow your investment in CMS common stock
on an ongoing basis with no brokerage charges.
- You can, at no charge, REINVEST YOUR DIVIDENDS to purchase additional
shares of CMS common stock.
- You can have your DIVIDENDS DEPOSITED DIRECTLY into your checking or
savings account, putting your money to work immediately and saving you a
trip to the bank.
- We can hold your CMS common stock certificates in SAFEKEEPING at no
charge.
- You can GIVE CMS COMMON STOCK to others. (Gift acknowledgment forms are
available.)
- You can SELL SHARES of CMS common stock directly through the Plan with a
minimal brokerage commission.
- You can purchase CMS common stock with NO COMMISSIONS OR SERVICE CHARGES.
The CMS common stock is listed on the New York Stock Exchange under the
symbol "CMS".
------------------------
Investing in CMS common stock involves risks. See "CMS Energy Corporation"
beginning on page 7 for information concerning risk factors.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
, 2000
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TABLE OF CONTENTS
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Description of the Stock Purchase Plan...................... 3
Purpose................................................... 3
Administration............................................ 3
Eligibility............................................... 3
Enrollment................................................ 3
Reports................................................... 3
Dividends................................................. 4
Automatic Investment...................................... 4
Additional Investments.................................... 4
Investment Dates and Prices............................... 4
Sale of Shares............................................ 4
Certificate Safekeeping................................... 5
Issuance of Stock Certificates............................ 5
Gifts and Transfers of Shares............................. 5
Service Fees.............................................. 5
Withdrawal From the Stock Purchase Plan................... 5
Additional Information.................................... 6
Employee Payroll Deduction.................................. 6
U.S. Federal Income Taxation................................ 6
CMS Energy Corporation...................................... 7
Where You Can Find More Information......................... 8
Incorporation of Certain Documents by Reference............. 8
Use of Proceeds............................................. 9
Limitation of Liability..................................... 9
Legal Matters............................................... 9
Experts..................................................... 9
</TABLE>
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.
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DESCRIPTION OF THE STOCK PURCHASE PLAN
PURPOSE
The purpose of the Stock Purchase Plan is to provide a convenient, no-cost
way to invest in CMS common stock and to reinvest CMS common stock dividends.
ADMINISTRATION
We administer the Plan through our Investor Services Department. As Plan
Administrator, Investor Services acts as transfer agent, keeps records, sends
statements and performs other duties related to the Plan. We have the right to
change the Plan Administrator.
You can contact the Plan Administrator as follows.
Written Inquiries: CMS Energy
Investor Services
212 West Michigan Avenue
Jackson MI 49201
E-mail Inquiries: [email protected]
Telephone Inquiries: 517.788.1868
Fax Inquiries: 517.788.1859
Requests for Enrollment
Packages: 517.788.1868
Web Site: www.cmsenergy.com/shareholder.
(MOST FORMS ARE AVAILABLE ON THIS WEB SITE.)
Enroll On Line: Click on "Invest in CMS" at www.cmsenergy.com.
An agent independent of us makes the market purchases and sales of CMS
common stock for the Plan.
ELIGIBILITY
Anyone, whether or not a holder of CMS common stock, may be eligible to
participate in the Plan by following the enrollment procedures.
ENROLLMENT
If you are already a holder of CMS common stock with shares registered in
your name, you may enroll in the Plan by completing and returning the Stock
Purchase Plan Authorization form along with any other required documents. If you
are not currently a registered shareholder, you can enroll in the Plan by
completing and returning the authorization form with an initial investment of at
least $500 per account. (This $500 minimum will be waived if you enroll for
automatic investment of at least $100 per month.) The maximum total amount that
you can invest in any calendar year is $250,000. TO OBTAIN AUTHORIZATION FORMS
AND OTHER MATERIALS, PLEASE REFER TO THE BACK COVER OF THIS DOCUMENT.
REPORTS
You will receive quarterly statements of account activity if your dividends
are reinvested. We will also send account statements whenever there is activity
in your account like the purchase of additional shares. YOU SHOULD RETAIN THESE
STATEMENTS TO ESTABLISH THE COST BASIS FOR INCOME TAX AND OTHER PURPOSES. You
will also receive communications sent to all other shareholders, such as annual
reports and proxy statements.
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DIVIDENDS
You may reinvest some or all of your quarterly dividends to purchase
additional shares of CMS common stock. If you prefer, you can have your
dividends directly deposited into your bank account or paid to you via check. No
fees will be charged for any of these options. Unless you select a different
option, we will reinvest your dividends. Common stock dividend payment dates are
generally the 22nd of February, May, August, and November, or as otherwise
declared by our Board of Directors.
AUTOMATIC INVESTMENT
You may purchase additional shares of CMS common stock through automatic
deductions from an account at a bank or other financial institution that is a
member of the National Automated Clearing House Association. This option offers
the convenience of dollar cost averaging through automatic monthly investments
deducted directly from your bank account. The minimum investment amount is $25
per month. The funds are transferred from your checking or savings account on
the last banking day of each month. You can enroll in Automatic Investment
either using the appropriate section of the Stock Purchase Plan Authorization
form or by completing and returning an Automatic Investment Authorization form.
There is no charge for this service. We must receive your enrollment at least 10
days before the end of the month. To request Automatic Investment forms, please
refer to the back cover of this document.
ADDITIONAL INVESTMENTS
You may make investments by sending checks or money orders to the Plan
Administrator at any time. Please do not send cash or third party checks. The
check or money order should be payable in U.S. dollars to CMS STOCK PLAN, and
should be for at least $25. Include the top portion of your Stock Purchase Plan
Statement of Account or reference your account number on your check. Please mail
to the address indicated on the back cover of this document. There is no
commission or other charge for this service. You can invest a maximum total
amount of $250,000 in a calendar year.
INVESTMENT DATES AND PRICES
Investment purchases are on the following schedule:
- At least weekly, generally on Wednesday.
- On the first business day of each month or as soon as practicable
thereafter.
- As soon as practicable after each CMS common stock dividend payment date.
NO INTEREST WILL BE PAID ON AMOUNTS RECEIVED BUT NOT YET INVESTED. Shares
of CMS common stock purchased will be either newly issued shares or, at our
discretion, will be purchased in the open market (New York Stock Exchange) by
the Plan's independent agent. Neither CMS Energy nor the Plan participants will
have the authority to direct or control how or when the independent agent
purchases shares of CMS common stock. We will credit newly issued shares of CMS
common stock to your account at the AVERAGE OF THE CLOSING PRICES of that common
stock as reported on the New York Stock Exchange and as published in The Wall
Street Journal FOR THE THREE TRADING DAYS PRECEDING THE PURCHASE DATE. We will
credit shares of CMS common stock purchased in the open market to your account
at the actual weighted average price per share incurred. You will not pay
brokerage commissions for the shares purchased.
SALE OF SHARES
You can request, at any time, the sale of some or all of your CMS common
stock by completing the appropriate section of the form included on your account
statement and returning it to the Plan Administrator. The Administrator will
forward the sale instructions to the independent agent for sale. Sales will
generally be made weekly. The independent agent will sell your shares, together
with the shares of
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other Plan participants, in the open market, and the price will be the weighted
average of all shares included in the sale.
We will pay to you by check the proceeds from the sale of your shares, less
a nominal brokerage fee (as of the date of this Prospectus, approximately $.05
per share). (Also refer to the "Service Fee" discussion below.) Checks are
payable as your account is registered. Requests to change the payee requires
"Medallion Guaranteed" signatures of all owners, guaranteed by a financial
institution participating in the Medallion Guarantee program. Medallion
Guaranteed signatures also are required on all sale requests for 250 shares or
more. We cannot accept instructions to sell your shares on a specific day, at a
specific price, in a specific manner, or equal to a specific dollar value. You
determine and indicate the number of SHARES to be sold. To obtain sale request
forms, please refer to the back cover of this document.
CERTIFICATE SAFEKEEPING
Shares of CMS common stock that you purchase through the Plan are held in
your account in book-entry form. If you have certificates for CMS common stock,
you may deposit these certificates with us for safekeeping. All safekeeping
shares are held in your account in book-entry form. This no cost option saves
you the trouble of keeping certificates and avoids the nuisance and expense of
replacing certificates that become lost, destroyed, or stolen.
ISSUANCE OF STOCK CERTIFICATES
You can obtain certificates for some or all of the full shares in your
account at no cost by completing the appropriate section of the form included on
your account statement and returning it to the Plan Administrator. You can also
request a stock certificate by contacting us as indicated on the back cover of
this document.
GIFTS AND TRANSFERS OF SHARES
You may transfer ownership of some or all of the shares in your account by
providing the Administrator with written, signed transfer instructions.
Signatures of all registered shareholders must be Medallion Guaranteed by a
financial institution participating in the Medallion Guarantee program. To
obtain transfer request forms, please refer to the back cover of this document.
SERVICE FEES
There are NO FEES, COMMISSIONS, OR SERVICE CHARGES OF ANY KIND for initial
stock purchases, automatic investment, additional stock purchases, transfers of
stock, dividend reinvestment, direct deposit of dividends, or issuance of stock
certificates. The only charge associated with the Plan is a minimal brokerage
commission for the sale of stock. As of the date of this Prospectus, the
brokerage commission for the sale of stock is approximately $0.05 per share.
WITHDRAWAL FROM THE STOCK PURCHASE PLAN
You may terminate your participation in the Plan either by completing and
returning the appropriate section of the form included on your account statement
or by providing written, signed notice to the Plan Administrator. You may
terminate either by selling all of your shares or by requesting a certificate
for all of your whole shares and a check for the market value of your fractional
share. If a certificate or check is to be issued in a name(s) other than the
name(s) on your account, your written request, signed by all owners, must be
Medallion Guaranteed by a financial institution participating in the Medallion
Guarantee program.
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ADDITIONAL INFORMATION
- Any shares resulting from a stock split or stock dividend paid on shares
held in your Plan account will be credited to your account in book-entry
form. In the event of a rights offering, you will receive rights based on
the total number of whole shares in your account.
- We will make available to you a proxy statement in connection with each
meeting of our shareholders, along with an opportunity to vote the shares
in your Plan account. Your proxy, when properly submitted, will be voted
as you indicate. Your shares will not be voted unless you vote them.
- We reserve the right to suspend, modify or terminate the Plan at any
time. All participants will receive notice of any such suspension,
modification or termination. If we terminate the Plan, certificates for
whole shares held in your account will be issued and a cash payment will
be made for any fractional share.
EMPLOYEE PAYROLL DEDUCTION
Our employees (including part-time employees, but not temporary or contract
employees) and employees of our subsidiaries who participate in the Plan may
invest through the Plan by submitting an "Employee Payroll Deduction
Authorization Form." The Employee Payroll Deduction Authorization Form
authorizes the Plan to make payroll deductions of at least $6.25 per pay period
for employees paid weekly and at least $12.50 per pay period for employees paid
semimonthly and to use the deductions for the purchase of CMS common stock
pursuant to the Plan. Employees may, at any time, increase or decrease, within
the above limits, the amount of the deduction by notifying the Plan
Administrator at the address on the back cover of this document. Payroll
deduction authorizations previously provided remain in effect unless the Plan
Administrator is otherwise notified.
All other aspects of the Plan apply to employees.
U.S. FEDERAL INCOME TAXATION
The following discussion relates to the material federal income tax
consequences if you participate in the Plan. The effect upon you will depend
upon your individual circumstances. We suggest you discuss this, as well as the
impact of state and local taxes, with your tax advisor.
You will be required to include in your gross income for federal income tax
purposes amounts equal to the dividends reinvested through the Plan as if you
had directly received the cash. You will have no taxable income upon the
purchase of shares under the plan. However, you will recognize gain or loss when
you sell shares or fractional shares under the Plan.
Your tax basis will be the cost of your shares. The holding period will
begin the day after the shares are allocated to your account.
All or a portion of the dividends distributed to you may be a return of
capital and, as such would not be taxable as ordinary income. In the event of a
return of capital distribution, we will provide you with reports that will
indicate that we have made a return of capital distribution during the year. If
you receive a return of capital dividend, you must reduce the tax basis of the
share on which the dividend is paid by the amount of the dividend that is a
return of capital. If the amount that is a return of capital exceeds the tax
basis, the excess must be reported as capital gains.
Investors who are citizens or residents of a country other than the United
States are generally subject to a withholding tax on dividends paid through the
Plan. We are required to withhold from dividends the appropriate amount
determined in accordance with Internal Revenue Service regulations. Where
applicable, this withholding tax is determined by treaty between the United
States and the country in which the investor resides.
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CMS ENERGY CORPORATION
The following description of our business does not purport to be
comprehensive. You should read the documents incorporated by reference in this
document before making an investment decision. For additional information
concerning CMS Energy and our subsidiaries' business and affairs, including our
capital requirements and external financing plans, pending legal and regulatory
proceedings and descriptions of certain laws and regulations to which those
companies are subject, you should refer to the incorporated documents (see
"Incorporation of Certain Documents by Reference" and "Where You Can Find More
Information" below).
We are a leading diversified energy company operating in the United Stated
and around the world. We are the parent holding company of Consumers Energy
Company and CMS Enterprises Company. Consumers, a combination electric and gas
utility company serving all 68 counties of Michigan's Lower Peninsula, is our
largest subsidiary. Consumers' electric and gas businesses are principally
regulated utility operations. Consumers' customer base includes a mix of
residential, commercial and diversified industrial customers, the largest
segment of which is the automotive industry. Enterprises, through subsidiaries,
is engaged in a wide range of diversified energy businesses in the United States
and internationally.
Our assets and services are broad and include electric and natural gas
utility operations; independent power production; natural gas transmission and
processing; oil and gas exploration and production; international energy
distribution; and marketing, services and trading. Our objective is to be a
leading diversified energy company developing energy facilities and marketing
energy and related services in the United Stated and selected world growth
markets.
From time to time, we may make statements regarding our assumptions,
projections, expectations, intentions or beliefs about future events. This
prospectus contains or incorporates by reference forward-looking statements. The
words "believe," "expect," "estimate," "project," and "anticipate" or similar
expressions identify forward-looking statements. Where any forward-looking
statement includes a statement of the assumptions or bases underlying such
forward-looking statement, we caution that, while such assumptions or bases are
believed to be reasonable and are made in good faith, assumed facts or bases
almost always vary from actual results, and the differences between assumed
facts or bases and actual results can be material, depending upon the
circumstances. Where, in any forward-looking statement, we, or our management,
express an expectation or belief as to future results, this expectation or
belief is expressed in good faith and is believed to have a reasonable basis,
but there can be no assurance that the statement of expectation or belief will
result or be achieved or accomplished.
Investing in CMS common stock involves risks. For details concerning
certain risk factors, uncertainties and assumptions you should refer to the
section entitled "CMS Energy, Consumers and Panhandle Forward-Looking Statements
Cautionary Factors" in our most recent Form 10-K, Item 1, other incorporated
documents, and periodically in various public filings we make with the SEC. This
discussion of potential risks and uncertainties is by no means complete but is
designed to highlight important factors that may impact our outlook.
Direct all inquiries related to the CMS Energy Corporation Stock Purchase
Plan to the address, web site, or telephone number indicated on the back cover
of this document.
The address of our principal executive office is Fairlane Plaza South, 330
Town Center Drive, Suite 1100, Dearborn, Michigan 48126. Our telephone number is
(313) 436-9200.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document that we file with the Commission at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at the Commission's regional offices located at 500 West
Madison Street, Chicago, Illinois 60661 and at Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of these materials can be obtained by
mail from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission also maintains
a Web site (http://www.sec.gov) that contains reports, proxy statements and
other information regarding our company. The outstanding shares of CMS common
stock are listed on the New York Stock Exchange and reports, proxy statements
and other information concerning our company may also be inspected and copied at
its offices at 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the Commission will automatically update and supersede this information. We
incorporated by reference the following documents filed by CMS Energy (File No.
1-9513) with the Commission pursuant to the Securities Exchange Act and these
documents will be deemed to be a part of this prospectus:
(1) CMS Energy's Registration Statement on Form 8-B/A dated November
21, 1996;
(2) CMS Energy's Annual Report on Form 10-K for the year ended
December 31, 1999;
(3) CMS Energy's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2000; and
(4) CMS Energy's Current Reports on Form 8-K filed February 1, May 1,
June 5, July 6, and August 15, 2000.
We incorporate by reference all future filings we make with the Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the
termination of the offering made by this prospectus and they will be deemed to
be a part of this prospectus from the date of filing of such documents. Any
statement contained in an incorporated document will be considered modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed incorporated
document modifies or supersedes such statement. Any such statement so modified
or superseded will not be considered, except as so modified or superseded, to
constitute a part of this prospectus.
You may request a copy of these filings other than exhibits to such
documents (unless such exhibits are specifically incorporated by reference into
such documents), at no cost by writing or telephoning us at the offices of our
Investor Services located at 212 West Michigan Avenue, Jackson, Michigan, 49201,
telephone: (517) 788-1868.
Certain information contained in this prospectus summarizes, is based upon,
or refers to information and financial statements contained in one or more
incorporated documents; accordingly, such information contained in this
prospectus is qualified in its entirety by reference to such documents and
should be read in conjunction with those documents.
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USE OF PROCEEDS
Shares purchased for Plan participants with reinvested cash dividends and
other investments will, at our option, be either shares newly issued by us or
shares purchased in the open market by the independent agent. When newly issued
shares are used, we will use the proceeds for general corporate purposes.
LIMITATION OF LIABILITY
If you choose to participate in the Plan, neither us nor the Plan
Administrator can assure you of a profit or protect you against a loss on the
shares that you purchase under the Plan. We, the Plan Administrator, and any
independent agent will not be liable for any act done in good faith or for the
good faith omission to act in connection with the Plan. This limitation of
liability does not constitute a waiver by any participant of his or her rights
under the federal securities laws.
Although the Plan provides for the reinvestment of dividends, the
declaration and payment of dividends will continue to be determined by our Board
of Directors at its discretion, depending upon future earnings, the financial
condition of our company, and other factors. The amount and timing of dividends
may be changed, or the payment of dividends terminated, at any time without
notice.
This prospectus supercedes all prior prospectuses relating to the Plan.
LEGAL MATTERS
An opinion as to the legality of the securities offered herein has been
rendered for us by Michael D. VanHemert, Assistant General Counsel for the
Company. As of June 1, 2000, Mr. Van Hemert beneficially owned approximately
4,500 shares of CMS common stock.
EXPERTS
The financial statements and schedules as of December 31, 1998 and 1999,
and for each of the three years in the period ended December 31, 1999
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
With respect to the unaudited interim financial information for the
quarters ended March 31 and June 30, 2000 and 1999, Arthur Andersen LLP has
applied limited procedures in accordance with professional standards for a
review of that information. However, their separate report thereon states that
they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on that
information should be restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
report on the unaudited interim financial information because that report is not
a "report" or a "part" of the registration statement prepared or certified by
the accountants within the meaning of Sections 7 and 11 of the Act.
Future financial statements of the Company and the reports thereon of
Arthur Andersen LLP also will be incorporated by reference in this prospectus in
reliance upon the authority of that firm as experts in giving those reports to
the extent said firm has audited those financial statements and consented to the
use of their reports thereon.
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CMS ENERGY CORPORATION
STOCK PURCHASE PLAN
INVESTOR SERVICES
212 W. MICHIGAN AVENUE
JACKSON, MI 49201
CMS Energy web site: WWW.CMSENERGY.COM
(Click on "Invest in CMS". Most forms
are available on this web site.)
E-mail: [email protected]
Telephone: 517.788.1868
Fax: 517.788.1859
<PAGE> 12
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
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ESTIMATED
AMOUNT
---------
<S> <C>
Filing fee -- Securities and Exchange Commission............ $26,127.56
Listing on New York Stock Exchange.......................... 1,500.00
*Preparation of Stock Certificates.......................... 1,000.00
*Fee of registrar and transfer agent........................ 2,500.00
*Printing................................................... 30,000.00
*Services of counsel........................................ 15,000.00
*Services of independent public accountants, Arthur Andersen
LLP....................................................... 10,000.00
*Miscellaneous.............................................. 10,000.00
----------
TOTAL.................................................. $96,127.56
==========
</TABLE>
---------------
* Estimated
ITEM 15. 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 CMS Energy's Articles of Incorporation provides:
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 (1) of the Michigan Business Corporation Act, and (iv) for 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
II-1
<PAGE> 13
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 CMS Energy's Articles of Incorporation provides:
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
thereafter 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 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.
II-2
<PAGE> 14
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C> <C>
-- Restated Articles of Incorporation of CMS Energy.
*(3)(a) (Designated in CMS Energy's Form 10-Q for the quarter ended
September 30, 1999, File No. 1-9513, as Exhibit (3)(a).)
(3)(b) -- By-Laws of CMS Energy.
-- Indenture dated as of September 15, 1992 between CMS Energy
*(4)(a) Corporation 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 Corporation 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 Corporation 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 Corporation 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).)
Fourth Supplemental Indenture dated as of September 26, 1997
between CMS Energy Corporation and NBD Bank, as Trustee.
(Designated in CMS Energy's Form S-3 Registration Statement
filed October 6, 1997, File No. 333-37241, as Exhibit
(4)(a).)
Fifth Supplemental Indenture dated as of November 4, 1997
between CMS Energy Corporation and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 10-Q for the quarter ended
September 30, 1997, File No. 1-9513, as Exhibit (4)(b).)
Sixth Supplemental Indenture dated as of January 13, 1998
between CMS Energy Corporation and NBD Bank, as Trustee
(Designated in CMS Energy's Form 10-K for the year ended
December 31, 1997, File No. 1-9513, as Exhibit (4).)
Seventh Supplemental Indenture dated January 25, 1999
between CMS Energy Corporation and NBD Bank, as Trustee
(Designated in CMS Energy's Form 10-K for the year ended
December 31,1998, File No. 1-9513, as Exhibit 4(d)(i).)
Eighth Supplemental Indenture dated February 3, 1999 between
CMS Energy Corporation and NBD, as Trustee (Designated in
CMS Energy's Form 10-K for the year ended December 31, 1998,
File No. 1-9513, Exhibit 4(d)(ii).)
Ninth Supplemental Indenture dated June 22, 1999 between CMS
Energy Corporation and Bank One (formally known as NBD Bank)
as Trustee (designated in CMS Energy's Form 10-Q for the
quarter ended June 30, 1999, File No. 1-9513, as Exhibit
(4)(a).)
-- Indenture dated as of January 15, 1994 between CMS Energy
*(4)(b) and The Chase Manhattan Bank, as Trustee. (Designated in CMS
Energy's Form 8-K filed 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 filed March 31, 1994,
File No. 1-9513, as Exhibit (4)(b).)
Second Supplemental Indenture dated as of March 19, 1996
between CMS Energy Corporation 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 Corporation and The Chase Manhattan Bank,
as Trustee. (Designated in CMS Energy's Form 8-K filed May
1, 1997, File No. 1-9513, as Exhibit (4)(a)(iv).)
</TABLE>
II-3
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C> <C>
Fourth Supplemental Indenture dated as of September 17, 1997
between CMS Energy Corporation and The Chase Manhattan Bank,
as Trustee. (Designated in CMS Energy's Form S-3
Registration Statement filed September 22, 1997, File No.
333-36115, as Exhibit (4)(D).)
Fifth Supplemental Indenture dated as of August 26, 1999
between CMS Energy and The Chase Manhattan Bank, as Trustee
(Designated in CMS Energy"s Form S-4 Registration Statement
filed September 10, 1998, File No. 333-63229, as Exhibit
4(c).)
-- Credit Agreement dated as of June 27, 2000, among CMS
*(4)(c) Energy, as Borrower, and the Banks named therein, as Banks,
and The Chase Manhattan Bank as Administrative Agent.
(Designated in CMS Energy's Form 10-Q for the quarter ended
June 30, 2000 File No. 1-9513, as Exhibit 4.
(4)(d) -- Amendment No. 1 to CMS Energy Corporation's Stock Purchase
Plan.
(4)(e) -- Indenture dated as of June 1, 1997 between CMS Energy
Corporation and The Bank of New York, as Trustee.
(Designated in CMS Energy's Form 8-K filed July 1, 1997,
File No. 1-9513, as Exhibit (4)(a).)
First Supplemental Indenture dated as of June 20, 1997
between CMS Energy Corporation and The Bank of New York, as
Trustee. (Designated in CMS Energy's Form 8-K filed July 1,
1997, File No. 1-9513, as Exhibit (4)(b).)
Fourth Supplemental Indenture dated as of August 22, 2000
between CMS Energy Corporation and The Bank of New York, as
Trustee.
(5) -- Opinion of Michael D. Van Hemert, Assistant General Counsel
for CMS Energy.
(15) -- Letter re: unaudited financial information.
(23)(a) -- Consent of Michael D. Van Hemert, Assistant General for CMS
Energy (included in Exhibit (5)(a) above).
(23)(b) -- Consent of Arthur Andersen LLP.
(24) -- Powers of Attorney.
</TABLE>
---------------
* Previously filed
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.
ITEM 17. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that (i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
II-4
<PAGE> 16
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that as
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
be governed by the final adjudication of such issue.
(6) That (1) for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and (2) for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-5
<PAGE> 17
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 the 11th day of
September, 2000.
CMS ENERGY CORPORATION
By: /s/ A. M. WRIGHT
------------------------------------
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 the 11th day of September, 2000.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <C> <S>
(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
------------------------------------------
Alan M. Wright
(iii) Controller or principal accounting officer
/s/ P. D. HOPPER Senior Vice President, Controller and Chief
------------------------------------------ Accounting Officer
Preston D. Hopper
* Director
------------------------------------------
(John M. Deutch)
* Director
------------------------------------------
(James J. Duderstadt)
* Director
------------------------------------------
(Kathleen R. Flaherty)
* Director
------------------------------------------
(Victor J. Fryling)
* Director
------------------------------------------
(Earl D. Holton)
* Director
------------------------------------------
(William U. Parfet)
</TABLE>
II-6
<PAGE> 18
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <C> <S>
* Director
------------------------------------------
(Percy A. Pierre)
* Director
------------------------------------------
(Kenneth L. Way)
* Director
------------------------------------------
(Kenneth Whipple)
* Director
------------------------------------------
(John B. Yasinsky)
*By: /s/ A. M. WRIGHT
------------------------------------------
Alan M. Wright
Attorney-in-Fact
</TABLE>
II-7
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C> <C>
-- Restated Articles of Incorporation of CMS Energy.
*(3)(a) (Designated in CMS Energy's Form 10-Q for the quarter ended
September 30, 1999, File No. 1-9513, as Exhibit (3)(a).)
(3)(b) -- By-Laws of CMS Energy.
-- Indenture dated as of September 15, 1992 between CMS Energy
*(4)(a) Corporation 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 Corporation 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 Corporation 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 Corporation 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).)
Fourth Supplemental Indenture dated as of September 26, 1997
between CMS Energy Corporation and NBD Bank, as Trustee.
(Designated in CMS Energy's Form S-3 Registration Statement
filed October 6, 1997, File No. 333-37241, as Exhibit
(4)(a).)
Fifth Supplemental Indenture dated as of November 4, 1997
between CMS Energy Corporation and NBD Bank, as Trustee.
(Designated in CMS Energy's Form 10-Q for the quarter ended
September 30, 1997, File No. 1-9513, as Exhibit (4)(b).)
Sixth Supplemental Indenture dated as of January 13, 1998
between CMS Energy Corporation and NBD Bank, as Trustee
(Designated in CMS Energy's Form 10-K for the year ended
December 31, 1997, File No. 1-9513, as Exhibit (4).)
Seventh Supplemental Indenture dated January 25, 1999
between CMS Energy Corporation and NBD Bank, as Trustee
(Designated in CMS Energy's Form 10-K for the year ended
December 31,1998, File No. 1-9513, as Exhibit 4(d)(i).)
Eighth Supplemental Indenture dated February 3, 1999 between
CMS Energy Corporation and NBD, as Trustee (Designated in
CMS Energy's Form 10-K for the year ended December 31, 1998,
File No. 1-9513, Exhibit 4(d)(ii).)
Ninth Supplemental Indenture dated June 22, 1999 between CMS
Energy Corporation and Bank One (formally known as NBD Bank)
as Trustee (designated in CMS Energy's Form 10-Q for the
quarter ended June 30, 1999, File No. 1-9513, as Exhibit
(4)(a).)
-- Indenture dated as of January 15, 1994 between CMS Energy
*(4)(b) and The Chase Manhattan Bank, as Trustee. (Designated in CMS
Energy's Form 8-K filed 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 filed March 31, 1994,
File No. 1-9513, as Exhibit (4)(b).)
Second Supplemental Indenture dated as of March 19, 1996
between CMS Energy Corporation 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 Corporation and The Chase Manhattan Bank,
as Trustee. (Designated in CMS Energy's Form 8-K filed May
1, 1997, File No. 1-9513, as Exhibit (4)(a)(iv).)
</TABLE>
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C> <C>
Fourth Supplemental Indenture dated as of September 17, 1997
between CMS Energy Corporation and The Chase Manhattan Bank,
as Trustee. (Designated in CMS Energy's Form S-3
Registration Statement filed September 22, 1997, File No.
333-36115, as Exhibit (4)(D).)
Fifth Supplemental Indenture dated as of August 26, 1999
between CMS Energy and The Chase Manhattan Bank, as Trustee
(Designated in CMS Energy"s Form S-4 Registration Statement
filed September 10, 1998, File No. 333-63229, as Exhibit
4(c).)
-- Credit Agreement dated as of June 27, 2000, among CMS
*(4)(c) Energy, as Borrower, and the Banks named therein, as Banks,
and The Chase Manhattan Bank as Administrative Agent.
(Designated in CMS Energy's Form 10-Q for the quarter ended
June 30, 2000 File No. 1-9513, as Exhibit 4.
(4)(d) -- Amendment No. 1 to CMS Energy Corporation's Stock Purchase
Plan.
(4)(e) -- Indenture dated as of June 1, 1997 between CMS Energy
Corporation and The Bank of New York, as Trustee.
(Designated in CMS Energy's Form 8-K filed July 1, 1997,
File No. 1-9513, as Exhibit (4)(a).)
First Supplemental Indenture dated as of June 20, 1997
between CMS Energy Corporation and The Bank of New York, as
Trustee. (Designated in CMS Energy's Form 8-K filed July 1,
1997, File No. 1-9513, as Exhibit (4)(b).)
Fourth Supplemental Indenture dated as of August 22, 2000
between CMS Energy Corporation and The Bank of New York, as
Trustee.
(5) -- Opinion of Michael D. Van Hemert, Assistant General Counsel
for CMS Energy.
(15) -- Letter re: unaudited financial information.
(23)(a) -- Consent of Michael D. Van Hemert, Assistant General for CMS
Energy (included in Exhibit (5) above).
(23)(b) -- Consent of Arthur Andersen LLP.
(24) -- Powers of Attorney.
</TABLE>
---------------
* Previously filed
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.
