-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBrSsQGysb9WJ285Dyv0pPM/dw3s9u83xyAeX0/dvSrPrziXc4NgEfdW+SGPkcjQ rd8J0xsMTm+F78h2n0mHhw== 0000201533-01-500004.txt : 20010627 0000201533-01-500004.hdr.sgml : 20010627 ACCESSION NUMBER: 0000201533-01-500004 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO CENTRAL INDEX KEY: 0000201533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 380442310 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-05611 FILM NUMBER: 1647438 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881030 MAIL ADDRESS: STREET 1: 212 W MICHIGAN AVE STREET 2: M 946 CITY: JACKSON STATE: MI ZIP: 49201 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO FINANCING IV CENTRAL INDEX KEY: 0001097088 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-05611-03 FILM NUMBER: 1647439 BUSINESS ADDRESS: STREET 1: 212 WEST MICHIGAN AVENUE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 3134369268 MAIL ADDRESS: STREET 1: 212 WEST MICHIGAN AVENUE CITY: JACKSON STATE: MI ZIP: 49201 8-A12B 1 frm8atxt.txt 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONSUMERS ENERGY COMPANY FINANCING IV (Exact name of registrant as specified in its Declaration of Trust) DELAWARE Applied for (State of Incorporation ( I.R.S. Employer or Organization) Identification No.) c/o Consumers Energy Company 212 West Michigan Avenue Jackson, Michigan 49201 (Address of Principal Executive Offices) (Zip Code) CONSUMERS ENERGY COMPANY (Exact name of registrant as specified in its Restated Articles of Incorporation) MICHIGAN 38-0442310 (State of Incorporation ( I.R.S. Employer or Organization) Identification No.) Consumers Energy Company 212 West Michigan Avenue Jackson, Michigan 49201 (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class If this Form relates to the registration of a class of debt securities and is effective upon filing of debt securities and is to become effective pursuant to General Instruction A(c)(1), please simultaneously with the effectiveness of a check the following box. [ ] concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so registered Name of each exchange on which each class to be registered 9% Trust Originated Preferred Securities (and the Guarantee by Consumers Energy Company with respect thereto) The New York Stock Exchange Inc. Securities to be registered pursuant to Section 12(g) of the Act: NONE (Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered The securities to be registered hereby are 9% Trust Preferred Securities (the "Preferred Securities"), of Consumers Energy Company Financing IV ("CECo Financing IV"), a Delaware business trust. The Preferred Securities represent undivided beneficial interests in the assets of CECo Financing IV and are guaranteed by Consumers Energy Company ("Consumers"), a Michigan corporation, to the extent set forth in the form of the Preferred Securities Guarantee Agreement by Consumers to The Bank of New York, as Preferred Guarantee Trustee (the "Guarantee"). The Guarantee is incorporated by reference to Exhibit (4)(m) to the Registration Statement on Form S-3 of CECo Financing IV and Consumers and the Amendment No. 1 on Form S-3/A to the Registration Statement on Form S-3 (collectively, the Registration Statement on Form S-3 and the Amendment No. 1 to the Registration Statement on Form S-3, referred to herein as the "Registration Statement") (Registration Nos. 333-89363 and 333-89363-02) filed with the Securities and Exchange Commission on October 20, 1999, and October 22, 1999, respectively. The particular terms of the Preferred Securities and the Guarantee are described in the Prospectus and the Prospectus Supplement which form a part of the Registration Statement. The Prospectus, the Prospectus Supplement and the form of Guarantee are incorporated by reference herein as set forth in Item 2 below.
Item 2. Exhibits Exhibit Number Description and Method of Filing (4)(a) Certificate of Trust of Consumers Energy Company Filed as Exhibit (4)(h) to Registration Financing IV. Statement of Consumers Energy Company and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-02). (4)(b) Form of Amended and Restated Filed as Exhibit (4)(i) to Registration Declaration of Trust. Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)(c) Indenture between Consumers Energy Filed as Exhibit (4)(b) to Consumers Company and The Bank of New York Energy Company's Form 10-K for the dated as of January 1, 1996. fiscal year ended December 31, 1995, File No. 1-5611. (4)(d) Form of Fourth Supplemental Indenture to Filed as Exhibit (4)(j) to Registration Subordinated Debt Securities Indenture Statement of Consumers Energy Company and to be used in connection with the Consumers Energy Company Financing IV (Reg. issuance of Subordinated Debt Securities. Nos. 333-89363 and 333-89363-02). (4)(e) Form of Preferred Security (contained Filed as Exhibit (4)(l) to Registration in the Form of Amended and Restated Statement of Consumers Energy Company Declaration of Trust of Consumers and Consumers Energy Company Financing IV Energy Company Financing IV). (Reg. Nos. 333-89363 and 333-89363-02). (4)(f) Form of Subordinated Debt Security Filed as Exhibit (4)(k) to Registration (contained in the Form of Fourth Statement of Consumers Energy Company Supplemental Indenture). and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-02). (4)(g) Form of Guarantee Agreement with Filed as Exhibit (4)(m) to Registration respect to the Preferred Securities. Statement of Consumers Energy Company and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-01). (99)(a) The Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-02).
SIGNATURE Pursuant to the requirements of Section 12 of the Securities Act of 1934, each of the Registrants has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized. CONSUMERS ENERGY COMPANY FINANCING IV By: /s/Alan M. Wright Alan M. Wright, Trustee By: /s/Thomas A. McNish Thomas A. McNish, Trustee CONSUMERS ENERGY COMPANY By: /s/Thomas A. McNish Thomas A. McNish Vice President and Secretary May 24, 2001 EXHIBIT INDEX Item 2. Exhibits Exhibit Number Description and Method of Filing (4)(a) Certificate of Trust of Consumers Energy Company Filed as Exhibit (4)(h) to Registration Financing IV. Statement of Consumers Energy Company and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-02). (4)(b) Form of Amended and Restated Filed as Exhibit (4)(i) to Registration Declaration of Trust. Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)(c) Indenture between Consumers Energy Filed as Exhibit (4)(b) to Consumers Company and The Bank of New York Energy Company's Form 10-K for the dated as of January 1, 1996. fiscal year ended December 31, 1995, File No. 1-5611. (4)(d) Form of Fourth Supplemental Indenture to Filed as Exhibit (4)(j) to Registration Subordinated Debt Securities Indenture Statement of Consumers Energy Company and to be used in connection with the Consumers Energy Company Financing IV (Reg. issuance of Subordinated Debt Securities. Nos. 333-89363 and 333-89363-02). (4)(e) Form of Preferred Security (contained Filed as Exhibit (4)(l) to Registration in the Form of Amended and Restated Statement of Consumers Energy Company Declaration of Trust of Consumers and Consumers Energy Company Financing IV Energy Company Financing IV). (Reg. Nos. 333-89363 and 333-89363-02). (4)(f) Form of Subordinated Debt Security Filed as Exhibit (4)(k) to Registration (contained in the Form of Fourth Statement of Consumers Energy Company Supplemental Indenture). and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-02). (4)(g) Form of Guarantee Agreement with Filed as Exhibit (4)(m) to Registration respect to the Preferred Securities. Statement of Consumers Energy Company and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-01). (99)(a) The Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing IV (Reg. Nos. 333-89363 and 333-89363-02).
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