-----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, DmMynkax7EK121eJjoL0oezGVxn/hePb1RGFG0mLWxKslw2alraOWqMDkRanUOF+ rrpYrlj/dHzhtezEsenmoA== 0000201533-95-000144.txt : 19951219 0000201533-95-000144.hdr.sgml : 19951219 ACCESSION NUMBER: 0000201533-95-000144 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19951218 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS POWER 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: 1934 Act SEC FILE NUMBER: 001-05611 FILM NUMBER: 95602472 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 517-788-0550 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS POWER CO FINANCING I CENTRAL INDEX KEY: 0001002997 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 386660663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-05611-01 FILM NUMBER: 95602473 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177880550 MAIL ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 8-A12B 1 BODY OF FORM 8-A12B 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 POWER COMPANY FINANCING I - -------------------------------------------------------------------------- (Exact name of registrant as specified in its Declaration of Trust) DELAWARE 38-6660663 - -------------------------------------------------------------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) c/o Consumers Power Company 212 West Michigan Avenue Jackson, Michigan 49201 - -------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) CONSUMERS POWER 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.) 212 West Michigan Avenue Jackson, Michigan 49201 - -------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of securities and is effective upon debt securities and is to become filing pursuant to General effective simultaneously with the Instruction A(c)(1), please effectiveness of a concurrent check the following box. ___ 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 Name of each exchange on which to be so registered each class to be registered ------------------- ------------------------------ Consumers Power Company The New York Stock Exchange, Financing I _____% Inc. Trust Originated Preferred Securities (and the Guarantee by Consumers Power Company with respect thereto) 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 _____% Trust Originated Preferred Securities (the "Preferred Securities'), of Consumers Power Company Financing I ("CPCo Financing"), a Delaware business trust. The Preferred Securities represent undivided beneficial interests in the assets of CPCo Financing and are guaranteed by Consumers Power 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)-7 to the Registration Statement on Form S-3 (the "Registration Statement") of CPCo Financing and Consumers (Registration No's. 33-63949 and 33-63949-01) filed with the Securities and Exchange Commission on November 3, 1995. The particular terms of the Preferred Securities and the Guarantee are described in the Prospectus 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 The Preferred Securities described herein are to be registered on the New York Stock Exchange, on which no other securities of CPCo Financing are registered. Accordingly, the following Exhibits required in accordance with Part II to the Instructions as to Exhibits to Form 8-A have been duly filed with the New York Stock Exchange. Each Exhibit was previously filed as indicated and is incorporated herein by reference. Exhibit Number Description and Method of Filing - ------- -------------------------------- (4)-1 Certificate of Trust of Filed as Exhibit (4)-1 to Consumers Power Company Registration Statement of Financing I Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-2 Form of Amended and Restated Filed as Exhibit (4)-2 to Declaration of Trust of Registration Statement of Consumers Power Company Consumers Power Company and Financing I Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-3 Form of Subordinated Debt Filed as Exhibit (4)-3 to Securities Indenture between Registration Statement of Consumers Power Company and Consumers Power Company Bank of New York, as Trustee and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-4 Form of Supplemental Indenture Filed as Exhibit (4)-4 to to Subordinated Debt Securities Registration Statement of Indenture to be used in Consumers Power Company and connection with the issuance of Consumers Power Company of Subordinated Debt Securities Financing I (Reg. No. 33-63949 and Preferred Securities and 33-63949-01). (4)-5 Form of Preferred Security Filed as Exhibit (4)-5 to (contained in the Form of Registration Statement of Amended and Restated Consumers Power Company Declaration of Trust of and Consumers Power Company Consumers Power Company Financing I (Reg. No. 33-63949 Financing I) and 33-63949-01). (4)-6 Form of Subordinated Debt Filed as Exhibit (4)-6 to Security (contained in the Registration Statement of Form of Supplemental Indenture) Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-7 Form of Guarantee Agreement Filed as Exhibit (4)-7 to with respect to the Registration Statement of Preferred Securities Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (99) The Prospectus Filed as part of the Registration Statement of Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). 5 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 POWER COMPANY FINANCING I By: /s/ A M Wright --------------------------- Alan M. Wright, Trustee By: /s/ Thomas A. McNish --------------------------- Thomas A. McNish, Trustee By: /s/ Doris F. Galvin --------------------------- Doris F. Galvin, Trustee CONSUMERS POWER COMPANY By: /s/ Thomas A. McNish --------------------------- Name: Thomas A. McNish Title: Vice President and Secretary December 18, 1995 EX-99 2 EXHIBIT COVER AND INDEX - -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________ FORM 8-A CONSUMERS POWER COMPANY CONSUMERS POWER COMPANY FINANCING I EXHIBITS - -------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Number Description and Method of Filing - ------- -------------------------------- (4)-1 - Certificate of Trust of Filed as Exhibit (4)-1 to Consumers Power Company Registration Statement of Financing I Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-2 - Form of Amended and Restated Filed as Exhibit (4)-2 to Declaration of Trust of Registration Statement of Consumers Power Company Consumers Power Company and Financing I Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-3 - Form of Subordinated Debt Filed as Exhibit (4)-3 to Securities Indenture between Registration Statement of Consumers Power Company and Consumers Power Company Bank of New York, as Trustee and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-4 - Form of Supplemental Indenture Filed as Exhibit (4)-4 to to Subordinated Debt Securities Registration Statement of Indenture to be used in Consumers Power Company and connection with the issuance of Consumers Power Company of Subordinated Debt Securities Financing I (Reg. No. 33-63949 and Preferred Securities and 33-63949-01). (4)-5 - Form of Preferred Security Filed as Exhibit (4)-5 to (contained in the Form of Registration Statement of Amended and Restated Consumers Power Company Declaration of Trust of and Consumers Power Company Consumers Power Company Financing I (Reg. No. 33-63949 Financing I) and 33-63949-01). (4)-6 - Form of Subordinated Debt Filed as Exhibit (4)-6 to Security (contained in the Registration Statement of Form of Supplemental Indenture) Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (4)-7 - Form of Guarantee Agreement Filed as Exhibit (4)-7 to with respect to the Registration Statement of Preferred Securities Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). (99) - The Prospectus Filed as part of the Registration Statement of Consumers Power Company and Consumers Power Company Financing I (Reg. No. 33-63949 and 33-63949-01). -----END PRIVACY-ENHANCED MESSAGE-----