-----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, EAI+DpDTlxYgwndEq6cLtbF5H4PWwKH9+2p/7MXuQ+Qw5QaLD7P6HlVLGG306WvY 8VP7NoeDRnmbR3soE7Oz8A== 0000811156-97-000145.txt : 19970813 0000811156-97-000145.hdr.sgml : 19970813 ACCESSION NUMBER: 0000811156-97-000145 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970812 SROS: NYSE 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: 1934 Act SEC FILE NUMBER: 001-05611 FILM NUMBER: 97657235 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 517-788-0550 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO FINANCING II CENTRAL INDEX KEY: 0001043209 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-05611-02 FILM NUMBER: 97657236 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVENUE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177880550 8-A12B 1 CONSUMERS ENERGY FORM 8-A DATED AUGUST 12, 1997 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 II (Exact name of registrant as specified in its Declaration of Trust) DELAWARE 38-6696294 - -------------------------------------------------------------------------- (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.) 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 securities and is effective upon of debt securities and is to filing pursuant to General become effective simultaneously Instruction A(c)(1), please 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 Name of each exchange on which to be so registered each class to be registered ------------------- --------------------------- Consumers Energy Company Financing The New York Stock Exchange, II _____% Trust Originated Preferred Inc. Securities (and the Guarantee by Consumers Energy 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 Energy Company Financing II ("CECo Financing"), a Delaware business trust. The Preferred Securities represent undivided beneficial interests in the assets of CECo Financing 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)-7 to the Registration Statement on Form S-3 (the "Registration Statement") of CECo Financing and Consumers (Registration Nos. 333-32847 and 333-32847-01) filed with the Securities and Exchange Commission on August 5, 1997. 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 CECo Financing are registered. Accordingly, the following Exhibits required in accordance with Part II to the Instructions as to Exhibits to Form 8-A will be 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 Energy Company Registration Statement of Financing II Consumers Energy Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (4)-2 Form of Amended and Restated Filed as Exhibit (4)-2 to Declaration of Trust of Registration Statement of Consumers Energy Company Consumers Energy Company and Financing II Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (4)-3 Subordinated Debt Securities Filed as Exhibit (4)-3 to Indenture between Consumers Registration Statement of Energy Company and The Bank Consumers Energy Company of New York dated as of and Consumers Energy Company January 1, 1996 (Designated Financing II (Reg. Nos. 333-32847 in Consumers Energy Company's and 333-32847-01) Form 10-K for the fiscal year ended December 31, 1995, File No. 1-5611, as Exhibit 4(b)) (4)-4 Form of Second Supplemental Filed as Exhibit (4)-4 to Indenture to Subordinated Registration Statement of Debt Securities Indenture Consumers Energy Company to be used in connection with and Consumers Energy Company the issuance of Subordinated Financing II (Reg. Nos. 333-32847 Debt Securities and Preferred and 333-32847-01) Securities (4)-5 Form of Preferred Security Filed as Exhibit (4)-5 to (contained in the Form of Registration Statement of Amended and Restated Consumers Energy Company Declaration of Trust of and Consumers Energy Company Consumers Energy Company Financing II (Reg. Nos. 333-32847 Financing II) and 333-32847-01) (4)-6 Form of Subordinated Debt Filed as Exhibit (4)-6 to Security (contained in the Registration Statement of Form of Second Consumers Energy Company Supplemental Indenture) and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (4)-7 Form of Guarantee Agreement Filed as Exhibit (4)-7 to with respect to the Registration Statement of Preferred Securities Consumers Energy Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (99) The Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) 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 ENERGY COMPANY FINANCING II 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 ENERGY COMPANY By: /s/ Thomas A. McNish ----------------------------------- Name: Thomas A. McNish Title: Vice President and Secretary August 12, 1997 ========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 8-A CONSUMERS ENERGY COMPANY CONSUMERS ENERGY COMPANY FINANCING II EXHIBITS ========================================================================== EXHIBIT INDEX Exhibit Number Description and Method of Filing - ------- -------------------------------- (4)-1 Certificate of Trust of Filed as Exhibit (4)-1 to Consumers Energy Company Registration Statement of Financing II Consumers Energy Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (4)-2 Form of Amended and Restated Filed as Exhibit (4)-2 to Declaration of Trust of Registration Statement of Consumers Energy Company Consumers Energy Company and Financing II Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (4)-3 Subordinated Debt Securities Filed as Exhibit (4)-3 to Indenture between Consumers Registration Statement of Energy Company and The Bank Consumers Energy Company of New York dated as of and Consumers Energy Company January 1, 1996 (Designated Financing II (Reg. Nos. 333-32847 in Consumers Energy Company's and 333-32847-01) Form 10-K for the fiscal year ended December 31, 1995, File No. 1-5611, as Exhibit 4(b)) (4)-4 Form of Second Supplemental Filed as Exhibit (4)-4 to Indenture to Subordinated Registration Statement of Debt Securities Indenture Consumers Energy Company to be used in connection with and Consumers Energy Company the issuance of Subordinated Financing II (Reg. Nos. 333-32847 Debt Securities and Preferred and 333-32847-01) Securities (4)-5 Form of Preferred Security Filed as Exhibit (4)-5 to (contained in the Form of Registration Statement of Amended and Restated Consumers Energy Company Declaration of Trust of and Consumers Energy Company Consumers Energy Company Financing II (Reg. Nos. 333-32847 Financing II) and 333-32847-01) (4)-6 Form of Subordinated Debt Filed as Exhibit (4)-6 to Security (contained in the Registration Statement of Form of Second Consumers Energy Company Supplemental Indenture) and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (4)-7 Form of Guarantee Agreement Filed as Exhibit (4)-7 to with respect to the Registration Statement of Preferred Securities Consumers Energy Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) (99) The Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing II (Reg. Nos. 333-32847 and 333-32847-01) -----END PRIVACY-ENHANCED MESSAGE-----