<PAGE> 1
As filed with the Securities and Exchange Commission on October 20, 2000
Registration No. 333-48276
333-48276-01
333-48276-02
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
to
Post - Effective Amendment No. 1
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C> <C>
CMS ENERGY CORPORATION CMS ENERGY TRUST II CMS ENERGY TRUST III
(Exact name of registrant (Exact name of registrant (Exact name of registrant
as specified in its charter) As specified in its charter) as specified in its charter)
MICHIGAN DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization)
38-2726431 52-6863512 TO BE APPLIED FOR
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
FAIRLANE PLAZA SOUTH, SUITE 1100 ALAN M. WRIGHT ALAN M. WRIGHT
330 TOWN CENTER DRIVE SENIOR VICE PRESIDENT AND SENIOR VICE PRESIDENT AND
DEARBORN, MICHIGAN 48126 CHIEF FINANCIAL OFFICER CHIEF FINANCIAL OFFICER
(313) 436-9200 FAIRLANE PLAZA SOUTH, SUITE 1100 FAIRLANE PLAZA SOUTH, SUITE 1100
(Address, including zip code, and 330 TOWN CENTER DRIVE 330 TOWN CENTER DRIVE
telephone number, including area DEARBORN, MICHIGAN 48126 DEARBORN, MICHIGAN 48126
code, of registrant's principal (313) 436-9200 (313) 436-9200
executive offices) (Name, address, including zip (Name, address, including zip
code, and telephone number, code, and telephone number,
including area code, of agent including area code, of agent
for service) for service)
</TABLE>
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It is respectfully requested that the Commission send copies of all notices,
orders and communications to:
MICHAEL D. VANHEMERT, ESQ.
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: |_|
<PAGE> 2
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.
333-68937 and 333-68937-01, 333-68937-02, and the related Prospectus Supplement
dated October 16, 2000 filed pursuant to Rule 424(b)(5) on October 18, 2000.
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. |_|
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class Amount Proposed Proposed Amount of
securities to be to be maximum offering maximum registration
registered registered (1) price per unit (1) aggregate fee (1)
offering price (1)
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01 1,827,434 shares $ 28.25 $ 51,625,000 $ 13,629.00
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</TABLE>
(1) Estimated solely for purposes of calculating the registration fee; the
maximum aggregate offering price is the amount by which the proceeds of an
October 16, 2000 offering of common stock exceeded the amount registered
under Registration No. 333-68937, 333-68937-01 and 333-678937-02.
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<PAGE> 3
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 Amendment No. 1 to Registration Statement on Form S-3
(Registration No. 333-68937, 333-68937-01 and 333-6893702) filed with the
Securities and Exchange Commission on May 7, 1999, which Registration Statement
was declared effective on May 7, 1999. The additional securities registered
hereunder relate to the Prospectus Supplement dated October 16, 2000 filed
pursuant to Rule 424(b)(5) on October 18, 2000.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
All Exhibits filed with the Registration Statement on Form S-3, as amended (File
No. 333-68937, 333-68937-01 and 333-68937-02), are incorporated by reference
into, and shall be deemed part of, this Registration Statement, except the
following, which are filed herewith:
Exhibit No. Description
(4)* Tenth Supplemental Indenture dated as of October 12,
2000 between CMS Energy Corporation and Bank One
Trust Company, N.A., as Trustee.
(5) Revised 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.
(23)(b) Consent of Arthur Andersen LLP.
* Previously Filed
II-1
<PAGE> 4
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 Post Effective
Amendment No.1 to 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 20th day of October, 2000.
CMS ENERGY CORPORATION
By /s/ Alan M. Wright
--------------------------
Alan M. Wright
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No.1 to Registration Statement has been signed below by the
following persons in their respective capacities as officers and/or directors of
CMS Energy Corporation and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
(i) Principal executive officer
Chairman of the Board, October 20, 2000
/s/ William T. McCormick, Jr. Chief Executive Officer
-------------------------------- and Director
(William T. McCormick, Jr.)
(ii) Principal financial officer:
Senior Vice President, October 20, 2000
/s/ Alan M. Wright Chief Financial Officer
-------------------------------- and Treasurer
(Alan M. Wright)
(iii) Controller or principal accounting officer:
Senior Vice President, Controller October 20, 2000
/s/ Preston D. Hopper and Chief Accounting Officer
---------------------------------
(Preston D. Hopper)
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C> <C>
* October 20, 2000
----------------------------------------
(John M. Deutch) Director
* October 20, 2000
----------------------------------------
(James J. Duderstadt) Director
* October 20, 2000
----------------------------------------
(Kathleen R. Flaherty) Director
* October 20, 2000
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(Victor J. Fryling) Director
* October 20, 2000
-----------------------------------------
(Earl D. Holton) Director
* October 20, 2000
-------------------------------------------
(William U. Parfet) Director
* October 20, 2000
---------------------------------------------
(Percy A. Pierre) Director
* October 20, 2000
-------------------------------------------
(Kenneth Whipple) Director
* October 20, 2000
--------------------------------------------
(John B. Yasinsky) Director
*By /s Alan M. Wright October 20, 2000
------------------------------
(Alan M. Wright)
Attorney-in-fact
</TABLE>
II-3
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CMS Energy Trust
II certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Post Effective
Amendment No. 1 Form S-3 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on the 20th day of October, 2000.
CMS ENERGY TRUST II
By /s/ Alan M. Wright
-----------------------------
Alan M. Wright, Trustee
By /s/ Thomas A. McNish
-----------------------------
Thomas A. McNish, Trustee
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CMS Energy Trust
III certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Post Effective
Amendment No. 1 to Form S-3 Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dearborn, State of
Michigan, on the 20th day of October, 2000.
CMS ENERGY TRUST III
By /s/ Alan M. Wright
--------------------------------
Alan M. Wright, Trustee
By /s/ Thomas A. McNish
--------------------------------
Thomas A. McNish, Trustee
II-5
<PAGE> 8
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CMS ENERGY CORPORATION
CMS ENERGY TRUST I
CMS ENERGY TRUST II
CMS ENERGY TRUST III
EXHIBITS
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<PAGE> 9
EXHIBIT INDEX
Exhibit No. Description
(4)* Tenth Supplemental Indenture dated as of October 12,
2000 between CMS Energy Corporation and Bank One
Trust Company, N.A., as Trustee.
(5) Revised 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.
(23)(b) Consent of Arthur Andersen LLP.
* Previously Filed
