-----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, TV09V2vLE/HJvAcKkGkQM0qBwhDF1rnteynKOSgqV1v1D2x8NH8+TS+TFv4P6p7S nZRExkjXi6r+NKcAFr+iuw== /in/edgar/work/20000706/0000811156-00-000150/0000811156-00-000150.txt : 20000920 0000811156-00-000150.hdr.sgml : 20000920 ACCESSION NUMBER: 0000811156-00-000150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000706 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09513 FILM NUMBER: 668316 BUSINESS ADDRESS: STREET 1: FAIRLANE PLZ SOUTH STE 1100 STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369261 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH, SUITE 1100 STREET 2: 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO CENTRAL INDEX KEY: 0000201533 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 380442310 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05611 FILM NUMBER: 668317 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 8-K 1 0001.txt CMS ENERGY/CONSUMERS ENERGY 8-K DATED 07/06/2000 __________________________________________________________________________ __________________________________________________________________________ FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 6, 2000 COMMISSION REGISTRANT; STATE OF IRS EMPLOYER FILE NUMBER INCORPORATION; ADDRESS; IDENTIFICATION AND TELEPHONE NUMBER NO. 1-9513 CMS ENERGY CORPORATION 38-2726431 (A Michigan Corporation) Fairlane Plaza South, Suite 1100 330 Town Center Drive Dearborn, Michigan 48126 (313) 436-9261 1-5611 CONSUMERS ENERGY COMPANY 38-0442310 (A Michigan Corporation) 212 West Michigan Avenue Jackson, Michigan (517) 788-1030 __________________________________________________________________________ __________________________________________________________________________ 2 ITEM 5. OTHER EVENTS. On July 6, 2000, Consumers Energy Company, the principal subsidiary of CMS Energy Corporation, issued a press release announcing that it filed an application with the Michigan Public Service Commission (the "MPSC") to begin the securitization process for approximately $473 million in qualified costs, in accordance with the State of Michigan's new electric industry restructuring and securitization laws. The initial public hearing on this application will be held on July 17, 2000 as a prehearing conference. Copies of the Consumers Energy's press release announcing these developments, the Application (exclusive of accompanying testimony and exhibits) of Consumers Energy to the MPSC (Case No. U-12505) and the Notice of Hearing for the Customers of Consumers Energy, are filed as exhibits to this report and are incorporated herein by reference. The entire Application, with accompanying testimony and exhibits, can be accessed on the MPSC's website, http://cis.state.mi.us/mpsc. Click on "Electronic Filings Pilot." The press release and other exhibits contain "forward-looking statements" that are subject to risks and uncertainties. The words "anticipates", "believes", "estimates", "intends", and "plans" and variations of such words and similar expressions are intended to identify forward-looking statements. They should be read in conjunction with the "Forward-Looking Statement Cautionary Factors" in CMS Energy's and Consumers' Form 10-K, Item 1 (incorporated by reference herein) that discusses important factors that could cause CMS Energy's and Consumers' results to differ materially from those anticipated in such statements. ITEM 7. EXHIBITS. (c) Exhibits: 99(a) Consumers Energy Company Press Release dated July 6, 2000. 99(b) Application for Financing Order, Case No. U-12505, filed July 5, 2000 by Consumers Energy Company with the Michigan Public Service Commission. 99(c) Notice of Hearing for the Customers of Consumers Energy Company, Case No. U-12505, dated July 3, 2000 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. CMS ENERGY CORPORATION Dated: July 6, 2000 By: /s/Alan M. Wright _________________ Alan M. Wright Senior Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: July 6, 2000 By: /s/Alan M. Wright __________________ Alan M. Wright Senior Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION (c) Exhibits: 99(a) Consumers Energy Company Press Release dated July 6, 2000. 99(b) Application for Financing Order, Case No. U-12505, filed July 5, 2000 by Consumers Energy Company with the Michigan Public Service Commission. 99(c) Notice of Hearing for the Customers of Consumers Energy Company, Case No. U-12505, dated July 3, 2000. EX-99 2 0002.txt EXHIBIT A Exhibit 99(a) CONSUMERS ENERGY NEWS _________________________________________________________________________ A CMS Energy Company 212 West Michigan AvenueTel: 517 788-0333 Jackson, MI 49201-2277Fax: 517 788-2397 JACKSON, Mich., July 6, 2000 -- Consumers Energy, the principal subsidiary of CMS Energy Corporation (NYSE:CMS), has filed an application with the Michigan Public Service Commission (MPSC) to begin the securitization process for approximately $473 million in qualified costs, in compliance with the State of Michigan's new electric industry restructuring law. Securitization is a common financing technique used in states which have enacted electric restructuring legislation and typically involves the issuance of bonds with a credit rating of AAA. MPSC approval of the application will allow Consumers Energy to offset the earnings impact of the five percent rate reduction that was implemented for the utility's 1.5 million residential electric customers in June as required by the new restructuring law. Approval of the application will not increase electric rates for any of Consumers Energy's customers. The application, filed yesterday, requests that the MPSC find that Consumers Energy's Palisades nuclear plant capital costs (net of depreciation) and other regulatory assets be identified as "qualified costs" and therefore eligible for refinancing. According to the new restructuring law, the MPSC is required to act on the application within 90 days. Consumers Energy anticipates that securitization bonds will be issued at the earliest by the end of 2000. Consumers Energy, the principal subsidiary of CMS Energy Corporation, is Michigan's largest utility providing natural gas and electricity to more than six million of the state's nine and one-half million residents in all 68 Lower Peninsula counties. # # # For more information about Consumers Energy, visit our Website at www.consumersenergy.com EX-99 3 0003.txt EXHIBIT B Exhibit 99(b) STATE OF MICHIGAN BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION In the Matter of the Application of ) Consumers Energy Company for a Financing ) Order Approving the Securitization of its ) Case No. U-12505 Regulatory Assets and other Qualified Costs. ) ________________________________________________ APPLICATION FOR FINANCING ORDER NOW COMES Consumers Energy Company and, pursuant to 2000 PA 141, 2000 PA 142, the Michigan Administrative Procedures Act, MCL 24. 201 et seq.; MSA 3.560(101) et seq., MCL 460.1 et seq., as amended, and other applicable law, hereby applies to the Michigan Public Service Commission for a financing order approving the issuance of securitization bonds for the qualified costs set forth in this Application and the accompanying testimony and exhibits, stating as follows: IDENTITY OF APPLICANT 1. Consumers Energy Company ("Consumers") is an electric utility company subject to the regulatory authority of the Michigan Public Service Commission (the "Commission"). Consumers provides electric service in 62 of 68 counties in the Lower Peninsula of the state, serving more than 1.6 million customers in 1,109 incorporated cities, townships and villages, as set forth at Sheet Nos. A-17.00 et seq. of Consumers' Schedule of Rates Governing the Sale of Electric Service, M.P.S.C. No. 12- Electric, Consumers Energy Company. STATEMENT OF STATUTORY AUTHORITY 2. On June 3, 2000, Governor Engler signed into law 2000 PA 141 ("Act 141") and 2000 PA 142 ("Act 142"). These new statutes provide for the introduction of competition into Michigan's electricity marketplace and for a method of securitization financing of certain costs designed to facilitate that fundamental change. 3. Act 141 provides for a rate reduction of 5% for retail customers of certain electric utilities, including Consumers. SEE, Act 141, Section 10d(1). In order to provide for the specified rate reduction, Act 141 provides that securitization may be used. SEE, Act 141, Section 10d(4). 4. Act 142 provides that electric utilities may recover "qualified costs" if the Commission issues a "financing order" approving the issuance of securitization bonds. SEE, Act 142, Section 10i(1). These securities are designed to lower the cost of capital of the electric company, to fund the rate reduction mandated by Act 141, supra, and to otherwise reduce stranded costs by authorizing the recovery of other costs that an electric utility would not be likely to recover in a competitive market. 5. Act 142 defines "qualified costs" as follows: (g) "Qualified costs" means an electric utility's regulatory assets as determined by the commission, adjusted by the applicable portion of related investment tax credits, plus any costs that the commission determines that the electric utility would be unlikely to collect in a competitive market, including but not limited to, retail open access implementation costs and the costs of a commission approved restructuring, buyout or buy-down of a power purchase contract, together with the costs of issuing, supporting, and servicing securitization bonds and any costs of retiring and refunding the electric utility's existing debt and equity securities in connection with the issuance of securitization bonds. Qualified costs include taxes related to the recovery of securitization charges. [Act 142, Section 10h(g).] 6. Act 142, Section 10i(6) requires that the Commission conduct an "expedited contested case proceeding" to consider the application of an electric utility for a financing order, and that a determination be made no later than 90 days after the filing of the application. REQUEST FOR FINANCING ORDER ELIGIBILITY FOR FINANCING ORDER. 7. Consumers is an "electric utility" as that term is defined and used in Act 142. 8. Consumers has incurred "qualified costs" as that term is defined and used in Act 142 that are eligible for securitization under that act. 9. Act 142, Section 10i provides in part: (1) Upon the application of an electric utility, if the commission finds that the net present value of the revenues to be collected under the financing order is less than the amount that would be recovered over the remaining life of the qualified costs using conventional financing methods and that the financing order is consistent with the standards in subsection (2), the commission shall issue a financing order to allow the utility to recover qualified costs. (2) In a financing order, the commission shall ensure all of the following: (a) That the proceeds of the securitization bonds are used solely for the purposes of the refinancing or retirement of debt or equity. (b) That securitization provides tangible and quantifiable benefits to customers of the electric utility. (c) That the expected structuring and expected pricing of the securitization bonds will result in the lowest securitization charges consistent with market conditions and the terms of the financing order. (d) That the amount securitized does not exceed the net present value of the revenue requirement over the life of the proposed securitization bonds associated with the qualified costs sought to be securitized.[ID.] 10. Act 141, Section 10d also governs the issuance of a financing order by the Commission. That section provides in part: (4) If the commission authorizes an electric utility to use securitization financing under section 10i [of Act 142], any savings resulting from securitization shall be used to reduce retail electric rates from those authorized or in effect as of May 1, 2000 as required under subsection (1). A rate reduction under this subsection shall not be less than the 5% required under subsection (1). The financing order may provide that a utility shall only issue securitization bonds in an amount equal to or less than requested by the utility, but the commission shall not preclude the issuance of an amount of securitization bonds sufficient to fund the rate reduction required under section 10d(1).[Act 141, Section 10d(4).] 11. As more fully explained in the accompanying testimony and exhibits which are incorporated herein and made a part hereof by reference, the securitization proposal set forth in this Application meets all of the statutory requirements set forth in Act 141 and Act 142. AMOUNT TO BE SECURITIZED AND RELATED TRANSACTIONS. 12. As more fully explained in the accompanying testimony and exhibits, Consumers seeks a financing order that will authorize the securitization of $472,549,237 of qualified costs. 13. Act 142 authorizes an electric utility to assign its rights in securitization property to another entity and provides certain benefits and protections. SEE, Act 142, Section 10h(a), Section 10j-o. As more fully explained in the accompanying testimony and exhibits, Consumers will create one or more special purpose entities and transfer certain securitization property for the purpose of minimizing bankruptcy risks to potential securitization bondholders as much as possible and, thus, maximizing the ratings on the securitization bond. 14. Within the context of approving the securitization transaction in the financing order, Consumers specifically requests the Commission to approve the transactions involving Consumers and the special purpose entities, as described in the accompanying testimony and exhibits, and make any financing order issued in this proceeding applicable to any transferee, successor or assignee of Consumers in accordance with Act 142. INITIAL IMPLEMENTATION AND TRUE-UP OF SECURITIZATION AND TAX CHARGES. 15. Consumers also requests the Commission to approve the terms and conditions of the initial implementation of the securitization charges and tax charges to be collected from Consumers' customers as well as a periodic true-up mechanism, all as described more fully in the accompanying testimony and exhibits, and all of which are designed to result in a "AAA" rating for any securitization bonds issued as the result of the financing order requested herein. The mechanisms proposed for initial implementation and periodic true-up would be approved by the Commission in the financing order issued in this proceeding for inclusion in Consumers' electric tariff and would thereafter operate without the need for further Commission order. USE OF PROCEEDS. 16. Consumers will use proceeds from securitization for refinancing or retirement of debt or equity as provided in Act 142, Section 10i(2)(a). SECURITIZATION SAVINGS. 17. After the 5% rate reduction mandated by Act 141, Section 10d(4), Consumers will have insufficient savings to allocate to the low- income or energy efficiency fund established by Act 141, Section 10d(6) or to further rate reductions or stranded cost reductions pursuant to Act 141, Section 10d(5). From any additional savings that become available, Consumers seeks recovery of certain other qualified costs. Consumers' testimony and exhibits discuss these qualified costs, the creation/continuation of the regulatory assets related to these qualified costs, their amortization, and any accounting and ratemaking treatment involved. 18. Upon the issuance of a financing order by the Commission, Consumers will take all other actions necessary to implement the financing order. TESTIMONY AND EXHIBITS 19. The testimony and exhibits accompanying this Application, which are incorporated herein and made a part hereof by reference, describe more fully the qualified costs sought to be securitized and recovered and demonstrate the eligibility of these costs for securitization pursuant to Act 142. WHEREFORE, Consumers respectfully respects this honorable Commission to take the following actions: A. Issue a financing order applicable to Consumers, its transferees, successors and assignees, pursuant to Act 142 and other applicable law, authorizing issuance of securitization bonds for the qualified costs being securitized on terms and conditions substantially similar to the terms and conditions set forth in the testimony and exhibits accompanying this Application. Such order shall reserve to Consumers the sole discretion as to whether and when to proceed with a securitization transaction. B. Authorize Consumers in the financing order to impose a nonbypassable securitization charge payable to the bond trustee pursuant to Act 142 as a separate item on customer bills, rendered on and after the issuance of securitization bonds, sufficient to pay the financing charges, principal and interest and other costs associated with the issuance, service and/or support of the securitization bonds as described in the accompanying testimony and exhibits. C. Authorize Consumers to impose at the same time a nonbypassable tax charge sufficient for Consumers to pay taxes due on securitization charge revenues, as more fully explained in the accompanying testimony and exhibits. D. Authorize Consumers to include necessary language in its tariffs to accomplish the imposition of the above-referenced nonbypassable securitization and tax charges and initially implement and periodically true-up the charges described above, all as proposed and more fully explained in the accompanying testimony and exhibits. E. Authorize Consumers to employ appropriate methodology to account for the transactions contemplated by the financing order, including granting any additional accounting authority and ratemaking treatment, as proposed and more fully explained in the accompanying testimony and exhibits. F. Grant to Consumers, pursuant to Act 142, Section 10i(9), the authority to refund and retire any or all of the securitization bonds that are issued in this proceeding upon demonstration that securitization charges to service new securitization bonds, including transaction costs, will be less than the future securitization charges required to service the securitization bonds being refunded. G. Approve transfers of the financing order issued in this proceeding and rights thereunder to any transferee, successor or assignee of Consumers in accordance with Act 142. H. Grant such other and further relief as may be lawful and appropriate. Respectfully submitted, CONSUMERS ENERGY COMPANY By: /s/Dennis DaPra _________________ Dennis DaPra Dated: July 5, 2000 /s/David A. Mikelonis David A. Mikelonis (P-17709) John C. Shea (P-36854) 212 West Michigan Avenue Jackson, Michigan 49201 Attorneys for Consumers Energy Company Tel: (517) 788-2112 Email address: jcshea@cmsenergy.com 9 STATE OF MICHIGAN BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION In the matter of the application of ) Consumers Energy Company for a Financing ) Order Approving the Securitization of its ) Case No. U-12505 Regulatory Assets and other Qualified Costs. ) _________________________________________________) VERIFICATION STATE OF MICHIGAN ) )SS COUNTY OF JACKSON ) DENNIS DAPRA, being first duly sworn, deposes and says that he is the Vice President and Controller for Consumers Energy Company, that he has executed the foregoing Application for and on behalf of Consumers Energy Company; that he has read the foregoing Application and is familiar with the contents thereof; that the facts contained therein are true and correct to the best of his information knowledge and belief; and that he is duly authorized to execute and file such Application on behalf of Consumers Energy Company. /s/Dennis DaPra ___________________ Dennis DaPra Subscribed and sworn to before me this 5th day of July, 2000. /s/ Karen E. Kurzynowski _________________________ Karen E. Kurzynowski Notary Public, Jackson County, Michigan My Commission expires: December 7, 2003 EX-99 4 0004.txt EXHIBIT C Exhibit 99(c) S T A T E O F M I C H I G A N BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION * * * * * NOTICE OF HEARING FOR THE CUSTOMERS OF CONSUMERS ENERGY COMPANY CASE NO. U-12505 * Consumers Energy Company may issue securitization bonds of approximately $500,000,000 if the Michigan Public Service Commission approves its request. * CUSTOMERS WILL SEE NO INCREASE IN THEIR MONTHLY BILLS AS A RESULT OF COMMISSION APPROVAL OF THIS REQUEST. * The information below describes how a person may participate in this case. * You may call or write Consumers Energy Company, 212 West Michigan Avenue, Jackson, Michigan 49201, 517.788.0224 for a free copy of its application. Any person may review the application at Consumers' offices. * The public hearing in this matter will be held: DATE: July 17, 2000 This hearing will be a prehearing conference. TIME: 9:00 a.m. LOCATION: Michigan Public Service Commission 6545 Mercantile Way, Suite 7 Lansing, Michigan PARTICIPATION: Any interested person may attend and participate. Persons with disabilities needing help to effectively participate should call the Commission's Executive Secretary at 517. 241.6160 or 800.292.9555 a week in advance to request mobility, visual, hearing or other assistance. The Michigan Public Service Commission (Commission) will hold a public hearing to consider Consumers Energy Company's (Consumers) July 5, 2000 application requesting authorization for the securitization of certain of Consumers' regulatory assets and other qualified costs as defined in 2000 PA 142 (Act 142). Act 142 requires the Commission to, among other things, determine whether Consumers should be permitted to reduce its debt and/or equity capitalization through securitization. The application also requests the Commission to consider and decide what other relief, if any, should be authorized for Consumers to implement securitization. Further, the application states that if the Commission approves the application as filed, the company (1) will be permitted to securitize approximately $470,000,000 of its regulatory assets and other qualified costs estimated to be $30,000,000; (2) will use proceeds from securitization for the purposes set forth in 2000 Public Acts 141 and 142, including costs to issue, service and support the securitization bonds, and to retire Consumers' debt and/or equity; and (3) will collect securitization charges from its customers, as mandated by Act 142. Act 142 requires this proceeding to be concluded 90 days from the date of the application. To meet this requirement, the proceeding will follow the schedule below: July 5, 2000 Filing of application, testimony and exhibits July 5, 2000 Discovery begins July 14, 2000 Interventions due July 17, 2000 Prehearing conference August 2, 2000 Prefiled testimony and exhibits due from all parties August 9, 2000 Prefiled rebuttal testimony and exhibits due from Consumers for filings made on August 2nd and from other parties of each other August 14-18, 2000 Cross-examination of all prefiled testimony August 30, 2000 Simultaneous initial briefs due September 6, 2000 Simultaneous reply briefs due No later than October 3, 2000 Commission order The Commission has selected this case for participation in its Electronic Filings program. All documents filed in this case must be submitted in both paper and electronic versions. An original and four paper copies and an electronic copy in the portable document format (PDF) should be filed with the Commission. Requirements for filing electronic documents can be found in the Commission's Electronic Filings Users Manual at: http://ermisbbs.cis.state.mi.us/efile/usersmanual.pdf. Contact Commission Staff at 800.292.9555, 517.241.6170 or by E-mail at efile@ermisbbs.cis.state.mi.us PRIOR TO FILING TO OBTAIN ACCESS PRIVILEGES AND WITH ANY QUESTIONS. Any person wishing to intervene and become a party to the case shall file an original and four paper copies and an electronic copy in the portable document format (PDF) of a petition to intervene with this Commission by July 14, 2000. The proof of service shall indicate service upon Consumers at Consumers Energy Company, Legal Department, 212 W. Michigan Avenue, Jackson, Michigan 49201. A member of the public who wishes to make a statement of position without becoming a party to the case may participate by filing an appearance. To file the appearance, you must attend the hearing and advise the presiding administrative law judge of your wish to make a statement of position. A copy of Consumers' request may also be reviewed at the office of the Commission's Executive Secretary, 6545 Mercantile Way, Lansing, Michigan, and at the office of Consumers Energy Company, 212 West Michigan, Jackson, Michigan. For more information on how to participate in a case, you may contact the Commission at the above address or by telephone at 517.241.6170 or 800.292.9555. The Commission has jurisdiction pursuant to 1909 PA 106, as amended, MCL 460.551 et seq.; MSA 22.151 et seq.; 1919 PA 419, as amended, MCL 460.51 et seq.; MSA 22.1 et seq.; 1939 PA 3, as amended, MCL 460.1 et seq.; MSA 22.13(1) et seq.; 1969 PA 306, as amended, MCL 24.201 et seq.; MSA 3.560(101) et seq.; 2000 PA 141; 2000 PA 142; and the Commission's Rules of Practice and Procedure, as amended, 1992 AACS, R 460.17101 et seq. 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