CMS Energy | CMS Energy | CMS Energy | Consumers Energy | |||
Corporation | Trust IV | Trust V | Company | |||
(Exact name of registrant as specified in its charter) |
Michigan | Delaware | Delaware | Michigan | |||
(State or other
jurisdiction of incorporation or organization) |
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38-2726431 | 52-7191266 | 38-6776930 | 38-0442310 | |||
Proposed | Proposed | |||||||||||||
maximum | maximum | |||||||||||||
offering | aggregate | Amount of | ||||||||||||
Amount to be | price per | offering | registration | |||||||||||
Title of each class of securities to be registered | registered | share | price | fee | ||||||||||
Common stock, par value $0.01 per share,
of CMS Energy Corporation |
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Preferred Stock, par value $0.01 per share, of CMS Energy
Corporation |
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Senior Debt Securities of CMS Energy Corporation |
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Senior Convertible Debt Securities of CMS Energy Corporation
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Subordinated Debt Securities of CMS Energy Corporation(3) |
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Stock Purchase Contracts of CMS Energy Corporation |
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Stock Purchase Units of CMS Energy Corporation(4) |
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Trust Preferred Securities of CMS Energy Trust IV |
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Trust Preferred Securities of CMS Energy Trust V |
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Guarantee of CMS Energy Corporation with respect to Trust Preferred
Securities of CMS Energy Trust IV and CMS Energy Trust V(5) |
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Senior Notes of Consumers Energy Company |
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First Mortgage Bonds of Consumers Energy Company |
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(1) | There are being registered hereunder such presently indeterminate and unspecified number, principal amount or liquidation amount of (a) (i) Common Stock, Preferred Stock, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units that may be issued from time to time at indeterminate prices by CMS Energy Corporation, (ii) Trust Preferred Securities that may be issued from time to time at indeterminate prices by CMS Energy Trust IV and CMS Energy Trust V and that will be guaranteed as set forth in the prospectus included in this registration statement by CMS Energy Corporation and (iii) Senior Notes and First Mortgage Bonds that may be issued from time to time at indeterminate prices by Consumers Energy Company and (b) Common Stock, Preferred Stock, Senior Debt Securities, Senior Convertible Debt Securities, Subordinated Debt Securities (which may include convertible Subordinated Debt Securities), Stock Purchase Contracts and Stock Purchase Units of CMS Energy Corporation and Senior Notes and First Mortgage Bonds of Consumers Energy Company that may be issued upon exercise, settlement, exchange or conversion of securities offered hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange or conversion of other securities or that are issued in units. | |
(2) | In reliance on and in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrants are deferring payment of all of the registration fee. | |
(3) | The Subordinated Debt Securities of CMS Energy Corporation may be purchased by, and constitute assets of, CMS Energy Trust IV or CMS Energy Trust V and may later be distributed under certain circumstances to holders of Trust Preferred Securities of CMS Energy Trust IV or CMS Energy Trust V. Additionally, Common Stock of CMS Energy Corporation may be issued upon conversion of any convertible Subordinated Debt Securities of CMS Energy Corporation. | |
(4) | Each Stock Purchase Unit consists of (a) a Stock Purchase Contract, under which the holder, upon settlement, will purchase an indeterminate number of shares of Common Stock of CMS Energy Corporation and (b) Senior Debt Securities, Subordinated Debt Securities, Preferred Stock or Trust Preferred Securities or debt obligations of third parties, including U.S. Treasury securities, securing such holders obligation to purchase such shares of Common Stock. | |
(5) | This registration statement is deemed to include the obligations of CMS Energy Corporation under the Guarantee (as defined herein) and certain backup undertakings under (a) the Subordinated Debt Indenture (as described herein) pursuant to which the Subordinated Debt Securities of CMS Energy Corporation will be issued, (b) the Subordinated Debt Securities of CMS Energy Corporation and (c) the Declaration of Trust of each of CMS Energy Trust IV and CMS Energy Trust V, including CMS Energy Corporations obligations under the Subordinated Debt Indenture to pay costs, expenses, debts and liabilities of CMS Energy Trust IV or CMS Energy Trust V, as the case may be (other than with respect to the Trust Preferred Securities and the Common Securities (as described herein) of CMS Energy Trust IV or CMS Energy Trust V, as the case may be), which taken together provide a full and unconditional guarantee of amounts due on such Trust Preferred Securities. No separate consideration will be received for the Guarantee and such backup undertakings. The Guarantee is not traded separately. |
| shares of its common stock, par value $0.01 per share (CMS Energy Common Stock); | ||
| shares of its preferred stock, par value $0.01 per share (Preferred Stock); | ||
| unsecured senior or subordinated debt securities consisting of debentures, convertible debentures, notes, convertible notes or other unsecured evidence of indebtedness; | ||
| stock purchase contracts to purchase CMS Energy Common Stock; | ||
| stock purchase units, each consisting of a stock purchase contract and unsecured senior debt securities, unsecured subordinated debt securities, Preferred Stock or trust preferred securities or debt obligations of third parties, including U.S. Treasury securities, securing the holders obligation to purchase the CMS Energy Common Stock under the stock purchase contract, or any combination of the above; and | ||
| guarantees of CMS Energy Corporation with respect to trust preferred securities of CMS Energy Trust IV and CMS Energy Trust V. |
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| Annual Report on Form 10-K for the year ended December 31, 2010 |
| Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 |
| Current Reports on Form 8-K filed February 1, 2011, April 6, 2011, May 12, 2011, May 25, 2011 and May 31, 2011 |
| Annual Report on Form 10-K for the year ended December 31, 2010 |
| Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 |
| Current Reports on Form 8-K filed February 1, 2011, April 6, 2011, May 25, 2011 and May 31, 2011 |
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| issuing Trust Preferred Securities and Common Securities representing undivided beneficial interests in the assets of the Trust; |
| investing the gross proceeds of the Trust Securities in the Senior Debt Securities or Subordinated Debt Securities of CMS Energy; and |
| engaging in only those other activities necessary or incidental thereto. |
Each Trust has a term of approximately 30 years, but may terminate earlier as provided in the Trust Agreement. |
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| in the case of CMS Energy Debt Securities, the designation, the aggregate principal amount, the denomination, the maturity, the premium, if any, any exchange, conversion, redemption or sinking fund provisions, the interest rate (which may be fixed or variable), the time or method of calculating interest payments, the right of CMS Energy, if any, to defer payment or interest on the CMS Energy Debt Securities and the maximum length of such deferral, put options, if any, the public offering price, the ranking, any listing on a securities exchange and other specific terms of the offering and sale thereof; |
| in the case of CMS Energy Common Stock, the number of shares, the public offering price and other specific terms of the offering and sale thereof; |
| in the case of Trust Preferred Securities, the designation, the number of shares, the liquidation preference per security, the public offering price, any listing on a securities exchange, the dividend rate (or method of calculation thereof), the dates on which dividends shall be payable and the dates from which dividends shall accrue, whether dividends on the Trust Preferred Securities would be deferred during any deferral of interest payments on the CMS Energy Debt Securities and the maximum length of such deferral, any voting rights, any redemption, exchange or sinking fund provisions and any other rights, preferences, privileges, limitations or restrictions relating to a specific series of the Trust Preferred Securities, including a description of the Guarantee, as the case may be; |
| in the case of Preferred Stock, the designation, the number of shares, the liquidation preference per security, the public offering price, any listing on a securities exchange, the dividend rate (or method of calculation thereof), the dates on which dividends shall be payable and the dates from which dividends shall accrue, any voting rights, any redemption, exchange, conversion or sinking fund provisions and any other rights, preferences, privileges, limitations or restrictions relating to a specific series of the Preferred Stock; and |
| in the case of Stock Purchase Units, the specific terms of the Stock Purchase Contracts and any Senior Debt Securities, Subordinated Debt Securities, Preferred Stock, Trust Preferred Securities or debt obligations of third parties securing the holders obligation to purchase CMS Energy Common Stock under the Stock Purchase Contracts, and the terms of the offering and sale thereof. |
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| 350 million shares of CMS Energy Common Stock; and |
| 10 million shares of Preferred Stock. |
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| declare or pay any dividend or make any distribution on our capital stock to the direct or indirect holders of our capital stock (except dividends or distributions payable solely in our Non-Convertible Capital Stock (as defined in the Senior Debt Indenture) or in options, warrants or other rights to purchase such Non-Convertible Capital Stock and except dividends or other distributions payable to us or one of our subsidiaries); |
| purchase, redeem or otherwise acquire or retire for value any of our capital stock; or |
| purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to the scheduled maturity or scheduled repayment thereof, any of our Subordinated Indebtedness (as defined in the Senior Debt Indenture) (each, for purposes of the Senior Debt Indenture, a Restricted Payment), |
| $100 million; |
| 100% of our Consolidated Net Income (as defined in the Senior Debt Indenture) from May 6, 1997 to the end of the most recent fiscal quarter ending at least 45 days prior to the date of the Restricted Payment (or, in the case of a deficit, minus 100% of the deficit); and |
| the aggregate Net Cash Proceeds (as defined in the Senior Debt Indenture) we have received from any issuance or sale of, or contribution with respect to, our capital stock subsequent to May 6, 1997. |
| an event has occurred, of which we have actual knowledge, that with the giving of notice or the lapse of time, or both, would constitute an event of default and in respect of which we have not taken reasonable steps to cure; |
| we are in default with respect to the payment of any obligations under the relevant guarantee agreement; or |
| we have given notice of our election to defer payments of interest on the securities issued under the Subordinated Debt Indenture by extending the interest payment period as provided in any further supplemental indenture and have not rescinded such notice, or such period (or any extension thereof) is continuing. |
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| $7.50 per share on all then outstanding shares of its preferred stock; |
| in respect to its Class A Preferred Stock, 7.5% of the aggregate amount established by its board of directors to be payable on the shares of each series thereof in the event of involuntary liquidation of Consumers; and |
| $7.50 per share on all then outstanding shares of all other stock over which its preferred stock and Class A Preferred Stock do not have preference as to the payment of dividends and as to assets. |
| 50% of net income available for the payment of dividends during the Base Period (as defined below), if the ratio of common stock and surplus to total capitalization and surplus for 12 consecutive calendar months within the 14 calendar months immediately preceding the proposed dividend payment (the Base Period), adjusted to reflect the proposed dividend, is less than 20%; and |
| 75% of net income available for the payment of dividends during the Base Period, if the ratio of common stock and surplus to total capitalization and surplus for the 12 consecutive calendar months immediately preceding the proposed dividend payment, is at least 20% but less than 25%. |
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| the title of the CMS Energy Debt Securities; |
| whether the CMS Energy Debt Securities will be senior or subordinated debt; |
| the total principal amount of the CMS Energy Debt Securities of such series that may be issued; |
| the percentage of the principal amount at which the CMS Energy Debt Securities will be sold and, if applicable, the method of determining the price; |
| the maturity date or dates; |
| the interest rate or the method of computing the interest rate; |
| the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment date or dates and any related record dates; |
| the place or places where the principal of and any interest on such CMS Energy Debt Securities of such series will be payable; |
| any right of CMS Energy to redeem such CMS Energy Debt Securities of such series and the terms and conditions of any such redemption; |
| any obligation of CMS Energy to redeem, purchase or repay the CMS Energy Debt Securities of such series at the option of a holder upon the happening of any event and the terms and conditions of any such redemption, purchase or repayment; |
| any obligation of CMS Energy to permit the conversion of such CMS Energy Debt Securities of such series into CMS Energy Common Stock and the terms and conditions upon which such conversion shall be effected; |
| whether the CMS Energy Debt Securities of such series will be issued in book-entry form and the terms and any conditions for exchanging the global security in whole or in part for paper certificates; |
| any material provisions of the applicable indenture described in this prospectus that do not apply to the CMS Energy Debt Securities of such series; |
| any additional amounts with respect to the CMS Energy Debt Securities of such series that CMS Energy will pay to a non-United States person because of any tax, assessment or governmental charge withheld or deducted and, if so, any option of CMS Energy to redeem the CMS Energy Debt Securities of such series rather than paying these additional amounts; and |
| any other specific terms of the CMS Energy Debt Securities of such series. |
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| failure to pay required interest on any CMS Energy Debt Security of such series for 30 days; |
| failure to pay principal on any CMS Energy Debt Security of such series when due; |
| failure to deposit any sinking fund when due in respect of the CMS Energy Debt Securities of such series; |
| failure to perform any other covenant in the relevant indenture other than a covenant included in the relevant indenture solely for the benefit of a series of CMS Energy Debt Securities other than such series for 60 days after written notice by the trustee to CMS Energy or by the holders of at least 25% in aggregate principal amount of the outstanding CMS Energy Debt Securities of all series affected thereby to CMS Energy and the trustee as provided in the applicable CMS Energy Indenture; |
| certain events of bankruptcy or insolvency, whether voluntary or not, of CMS Energy; |
| entry of final judgments against CMS Energy or Consumers for more than $25,000,000 that remain undischarged or unbonded for 60 days; or |
| a default resulting in the acceleration of indebtedness of CMS Energy of more than $25,000,000, and the acceleration has not been rescinded or annulled within 10 days after written notice of such default by the trustee to CMS Energy or by the holders of at least 10% in aggregate principal amount of the outstanding CMS Energy Debt Securities of that series to CMS Energy and the trustee as provided in the applicable CMS Energy Indenture. |
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| to pledge assets as security for one or more series of CMS Energy Debt Securities; |
| to provide for a successor to CMS Energy to assume the applicable CMS Energy Indenture; |
| to add covenants of CMS Energy for the benefit of the holders of any series of CMS Energy Debt Securities; |
| to cure any ambiguity or to correct or supplement any provision in the CMS Energy Indenture or any supplemental indenture that may be defective or inconsistent with any other provision contained in the CMS Energy Indenture or any supplemental indenture, or to make such other provisions as CMS Energy may deem necessary or desirable, with respect to matters arising under the CMS Energy Indenture, provided that no such action shall adversely affect the interests of the holders of the CMS Energy Debt Securities of any series appertaining thereto; |
| to establish the form and terms of any series of securities under that CMS Energy Indenture; and | ||
| to provide for a successor trustee. |
| change the time of payment of the principal of such CMS Energy Debt Security; |
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| reduce the principal amount or amount payable upon redemption, if any, of such CMS Energy Debt Security; |
| reduce the rate or change the time of payment of interest on such CMS Energy Debt Security; |
| change the currency of payment of principal of or interest on such CMS Energy Debt Security; |
| reduce the amount payable on any securities issued originally at a discount upon acceleration or provable in bankruptcy; or |
| impair the right to institute suit for the enforcement of any payment on any CMS Energy Debt Security when due. |
| CMS Energy will be discharged from all obligations in respect of the CMS Energy Debt Securities of a particular series then outstanding (except for certain obligations to register the transfer of or exchange the CMS Energy Debt Securities of such series, to replace stolen, lost or mutilated CMS Energy Debt Securities of such series, to maintain paying agencies and to maintain the trust described below); or |
| CMS Energy need not comply with certain restrictive covenants of the relevant CMS Energy Indenture (including those described under Consolidation, Merger or Sale of Assets above), |
| the exercise of such option would not cause the holders of the CMS Energy Debt Securities of such series to recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance, and such holders will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred; and |
| in the case of a discharge under the Senior Debt Indenture, such opinion shall also be to the effect that (i) a ruling to the same effect has been received from or published by the Internal Revenue Service or (ii) since the date of the Senior Debt Indenture there has been a change in the applicable United States federal income tax law. |
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| indebtedness of CMS Energy for money borrowed by CMS Energy (including purchase money obligations) or evidenced by debentures (other than the Subordinated Debt Securities), notes, bankers acceptances or other corporate debt securities or similar instruments issued by CMS Energy; |
| all capital lease obligations of CMS Energy; |
| all obligations of CMS Energy issued or assumed as deferred purchase price of property, all conditional sale obligations of CMS Energy and all obligations of CMS Energy under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business); |
| obligations with respect to letters of credit; |
| all indebtedness of others of the type referred to in the four preceding clauses assumed by or guaranteed in any manner by CMS Energy or in effect guaranteed by CMS Energy; |
| all obligations of the type referred to in the five preceding clauses of other persons secured by any lien on any property or asset of CMS Energy (subject to certain exceptions); or |
| renewals, extensions or refundings of any of the indebtedness referred to in the preceding six clauses unless, in the case of any particular indebtedness, renewal, extension or refunding, under the express provisions of the instrument creating or evidencing the same or the assumption or guarantee of the same, or pursuant to which the same is outstanding, such indebtedness or such renewal, extension or refunding thereof is not superior in right of payment to the Subordinated Debt Securities. |
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| there shall have occurred any event of which CMS Energy has actual knowledge (i) that with the giving of notice or the lapse of time, or both, would constitute an event of default under the Subordinated Debt Indenture and (ii) in respect of which CMS Energy shall not have taken reasonable steps to cure; |
| CMS Energy shall be in default with respect to its payment of any obligations under the Guarantees; or |
| CMS Energy shall have given notice of its election to defer payments of interest on such Subordinated Debt Securities as provided in the Subordinated Debt Indenture and shall not have rescinded such notice, or such extended interest payment period, or any extension thereof, shall be continuing, |
| declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of CMS Energys capital stock; or |
| make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of CMS Energy that rank pari passu with or junior to the Subordinated Debt Securities, |
| any dividend, redemption, liquidation, interest, principal or guarantee payment by CMS Energy where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made; |
| payments under the Guarantees; |
| purchases of CMS Energy Common Stock related to the issuance of CMS Energy Common Stock under any of CMS Energys benefit plans for its directors, officers or employees; |
| as a result of a reclassification of CMS Energys capital stock or the exchange or conversion of one series or class of CMS Energys capital stock for another series or class of CMS Energys capital stock; and |
| the purchase of fractional interests in shares of CMS Energys capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged. |
| that for so long as Trust Preferred Securities are outstanding, not to convert the Subordinated Debt Securities except pursuant to a notice of conversion delivered to the conversion agent by a holder of Trust Preferred Securities; |
| to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors that are permitted pursuant to the Subordinated Debt Indenture may succeed to CMS Energys ownership of the Common Securities; |
| not to voluntarily terminate, wind-up or liquidate such Trust, except (i) in connection with a distribution of Subordinated Debt Securities to the holders of the Trust Preferred Securities in liquidation of such Trust or (ii) in connection with certain mergers, consolidations or amalgamations permitted by the declaration of trust or other governing instrument of such Trust; and |
| to use its reasonable efforts, consistent with the terms and provisions of the declaration of trust or other governing instrument of such Trust, to cause such Trust to remain a statutory trust and not to be classified as an association taxable as a corporation for United States federal income tax purposes. |
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| pays a dividend or makes a distribution in shares of CMS Energy Common Stock; |
| subdivides its outstanding shares of CMS Energy Common Stock into a greater number of shares; |
| combines its outstanding shares of CMS Energy Common Stock into a smaller number of shares; |
| pays a dividend or makes a distribution on its CMS Energy Common Stock other than in shares of its CMS Energy Common Stock; |
| issues by reclassification of its shares of CMS Energy Common Stock any shares of its capital stock; |
| issues any rights or warrants to all holders of shares of its CMS Energy Common Stock entitling them (for a period expiring within 45 days after the relevant record date, or such other period as may be specified in the prospectus supplement) to purchase shares of CMS Energy Common Stock (or Convertible Securities as defined in the CMS Energy Indentures) at a price per share less than the Average Market Price (as defined in the CMS Energy Indentures); or |
| distributes to all holders of shares of its CMS Energy Common Stock any assets or debt securities or any rights or warrants to purchase securities; |
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| the distinctive designation and the number of Trust Preferred Securities to be offered that will represent undivided beneficial interests in the assets of the Trust; |
| the annual distribution rate and the date or dates upon which such distributions will be paid; provided, however, distributions on the Trust Preferred Securities will be paid quarterly in arrears to holders of Trust Preferred Securities as of a record date on which the Trust Preferred Securities are outstanding; |
| whether distributions on Trust Preferred Securities would be deferred during any deferral of interest payments on the CMS Energy Debt Securities; provided, however, that no such deferral, including extensions, if any, may exceed 20 consecutive quarters nor extend beyond the stated maturity date of the CMS Energy Debt Securities, and, at the end of any such deferrals, CMS Energy shall make all interest payments then accrued or deferred and unpaid (including any compounded interest); |
| the amount of any liquidation preference; |
| the obligation, if any, of the Trust to redeem Trust Preferred Securities through the exercise by CMS Energy of an option on the corresponding CMS Energy Debt Securities and the price or prices at which, the period or periods within which, and the terms and conditions upon which, Trust Preferred Securities shall be purchased or redeemed, in whole or in part, pursuant to such obligation; |
| the period or periods within which, and the terms and conditions, if any, including the price or prices or the rate or rates of conversion or exchange and the terms and conditions of any adjustments thereof, upon which, the Trust Preferred Securities shall be convertible or exchangeable at the option of the holder of the Trust Preferred Securities for other property or cash; |
| the voting rights, if any, of the Trust Preferred Securities in addition to those required by law and in the Trust Agreement or set forth under a Guarantee; |
| the additional payments, if any, that the Trust will pay as a distribution as necessary so that the net amounts reserved by the Trust and distributable to the holders of the Trust Preferred Securities, after all taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) have been paid, will not be less than the amount that would have been reserved and distributed by the Trust, and the amount the holders of the Trust Preferred Securities would have reserved, had no such taxes, duties, assessments or governmental charges been imposed; |
| the terms and conditions, if any, upon which the CMS Energy Debt Securities may be distributed to holders of Trust Preferred Securities; and |
| any other relative rights, powers, preferences, privileges, limitations or restrictions of the Trust Preferred Securities not inconsistent with the Trust Agreement or applicable law. |
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| the aggregate principal amount of CMS Energy Debt Securities will be equal to the sums of the aggregate stated liquidation amount of the Trust Securities; |
| the interest rate and the interest and other payment dates on the CMS Energy Debt Securities will match the distribution rate and distribution and other payment dates for the Trust Securities; |
| CMS Energy shall pay, and the Trust shall not be obligated to pay, directly or indirectly, all costs, expenses, debt and obligations of the Trust (other than with respect to the Trust Securities); and |
| the Trust Agreement further provides that the trustees shall not take or cause or permit the Trust to, among other things, engage in any activity that is not consistent with the purposes of the Trust. |
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| any accumulated and unpaid distributions required to be paid on the Trust Preferred Securities, to the extent that the Trust has funds on hand available therefor at such time; |
| the redemption price with respect to any Trust Preferred Securities called for redemption to the extent that the Trust has funds on hand available therefor; or |
| upon a voluntary or involuntary dissolution, winding up or liquidation of the Trust (unless the CMS Energy Debt Securities are distributed to holders of the Trust Preferred Securities), the lesser of (i) the aggregate of the liquidation preference of $50 per Trust Preferred Security plus accrued and unpaid distributions on the Trust Preferred Securities to the date of payment, to the extent that the Trust has funds on hand available therefor, and (ii) the amount of assets of the Trust remaining available for distribution to holders of Trust Preferred Securities. |
| the Trust is the holder of all the CMS Energy Debt Securities; |
| a Tax Event (as defined in the Guarantee) in respect of the Trust has occurred and is continuing; and |
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| CMS Energy has elected, and has not revoked such election, to pay Additional Sums (as defined in the Guarantee) in respect of the Trust Preferred Securities and Common Securities, |
| there shall have occurred any event of which CMS Energy has actual knowledge that (i) with the giving of notice or the lapse of time, or both, would constitute an event of default under the Subordinated Debt Indenture and (ii) in respect of which CMS Energy shall not have taken reasonable steps to cure; |
| CMS Energy shall be in default with respect to its payment of any obligations under the Guarantees; or |
| CMS Energy shall have given notice of its election to defer payments of interest on the Subordinated Debt Securities as provided in the Subordinated Debt Indenture and shall not have rescinded such notice, or such extension period, or any extension thereof, shall be continuing, |
| declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of CMS Energys capital stock; or |
| make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of CMS Energy that rank pari passu with or junior to the Subordinated Debt Securities; |
| any dividend, redemption, liquidation, interest, principal or guarantee payment by CMS Energy where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, liquidation, interest, principal or guarantee payment is being made; |
| payments under the Guarantees; |
| purchases of CMS Energy Common Stock related to the issuance of CMS Energy Common Stock under any of CMS Energys benefit plans for its directors, officers or employees; |
| as a result of a reclassification of CMS Energys capital stock or the exchange or conversion of one series or class of CMS Energys capital stock for another series or class of CMS Energys capital stock; and |
| the purchase of fractional interests in shares of CMS Energys capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged. |
| that for so long as Trust Preferred Securities are outstanding, not to convert Subordinated Debt Securities except pursuant to a notice of conversion delivered to the conversion agent by a holder of Trust Preferred Securities; |
| to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors that are permitted pursuant to the Subordinated Debt Indenture may succeed to CMS Energys ownership of the Common Securities; |
| to not voluntarily terminate, wind-up or liquidate the Trust, except (i) in connection with a distribution of the Subordinated Debt Securities to the holders of the Trust Preferred Securities in liquidation of the Trust or (ii) in connection with certain mergers, consolidations or amalgamations permitted by the declaration of trust or other governing instrument of such Trust; |
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| to maintain the reservation for issuance of the number of shares of CMS Energy Common Stock that would be required from time to time upon the conversion of all of the CMS Energy Debt Securities then outstanding; |
| to use its reasonable efforts, consistent with the terms and provisions of the declaration of trust or other governing instrument of such Trust, to cause the Trust to remain classified as a statutory trust and not as an association taxable as a corporation for United States federal income tax purposes; and |
| to deliver shares of CMS Energy Common Stock upon an election by the holders of the Trust Preferred Securities to convert such Trust Preferred Securities into CMS Energy Common Stock. |
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| the designation of such series of Consumers Debt Securities; |
| any limitations on the aggregate principal amount of any such series of Consumers Debt Securities; |
| the original issue date for such series and the stated maturity date or dates of such series; |
| the percentage of the principal amount at which the Consumers Debt Securities will be sold and, if applicable, the method of determining the price; |
| the interest rate or rates, or the method of calculation of such rate or rates, for such series of Consumers Debt Securities and the date from which such interest shall accrue; |
| the terms, if any, regarding the optional or mandatory redemption of such series, including redemption date or dates, if any, and the price or prices applicable to such redemption; |
| the form of the Consumers Debt Securities of such series; |
| the maximum annual interest rate, if any, permitted for such series of Consumers Debt Securities; |
| any other information required to complete the notes of such series; |
| the establishment of any office or agency pursuant to the terms of the Consumers Indentures where the Consumers Debt Securities may be presented for payment; and |
| any other specific terms of the Consumers Debt Securities. |
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| failure to pay principal of and premium, if any, on any senior note of such series when due; |
| failure to pay interest on any senior note of such series when due for 60 days; |
| failure to perform any other covenant or agreement of Consumers in the senior notes of such series for 90 days after written notice to Consumers by the senior note trustee or the holders of at least 33% in aggregate principal amount of the outstanding senior notes; |
| prior to the Release Date, a default under the Mortgage Indenture has occurred and is continuing; provided, however, that the waiver or cure of such default and the rescission and annulment of the consequences under the Mortgage Indenture will be a waiver of the corresponding event of default under the Senior Note Indenture and a rescission and annulment of the consequences under the Senior Note Indenture; and |
| certain events of bankruptcy, insolvency, reorganization, assignment or receivership of Consumers. |
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| that holder gives to the senior note trustee written notice of default and its continuance; | ||
| the holders of a majority in aggregate principal amount of senior notes of such series then outstanding affected by that event of default request the senior note trustee to institute such action; | ||
| that holder has offered the senior note trustee reasonable indemnity; and | ||
| the senior note trustee shall not have instituted such action within 60 days of such request. |
| change the maturity date of any senior note of such series; | ||
| reduce the rate (or change the method of calculation thereof) or extend the time of payment of interest on any senior note of such series; | ||
| reduce the principal amount of, or premium payable on, any senior note of such series; | ||
| change the coin or currency of any payment of principal of, and interest and/or premium on, any senior note of such series; | ||
| change the date on which any senior note of such series may be redeemed or adversely affect the rights of a holder to institute suit for the enforcement of any payment on or with respect to any senior note of such series; | ||
| impair the interest of the senior note trustee in the first mortgage bonds securing the senior notes of such series held by it or, prior to the Release Date, reduce the principal amount of any series of first mortgage bonds securing the senior notes of such series to an amount less than the principal amount of the related series of senior notes or alter the payment provisions of such first mortgage bonds in a manner adverse to the holders of the senior notes. |
29
| to supply omissions, cure ambiguities or correct defects, which actions, in each case, are not inconsistent with the Senior Note Indenture or prejudicial to the interests of the holders in any material respect; | ||
| to add to the covenants of Consumers for the benefit of the holders or to surrender a right conferred on Consumers in the Senior Note Indenture; | ||
| to add further security for the senior notes of such series; | ||
| to add provisions permitting Consumers to be released with respect to one or more series of outstanding senior notes from its obligations under the covenants upon satisfaction of conditions with respect to such series of senior notes; or | ||
| to make any other change that is not prejudicial to the holders of senior notes of such series in any material respect. |
| the new corporation or person is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia; | ||
| the new corporation or person assumes the due and punctual payment of the principal of and premium and interest on all the senior notes and the performance of every covenant of the Senior Note Indenture to be performed or observed by Consumers; and | ||
| prior to the Release Date, the new corporation or person assumes Consumers obligations under the Mortgage Indenture with respect to first mortgage bonds securing senior notes. |
| all or any portion of its facilities for the generation of electric energy; | ||
| all of its facilities for the transmission of electric energy; or |
30
| all of its facilities for the distribution of natural gas; |
| Liens on any operating property existing at the time of its acquisition (which Liens may also extend to subsequent repairs, alterations and improvements to such operating property); | ||
| Liens on operating property of a corporation existing at the time such corporation is merged into or consolidated with, or such corporation disposes of its properties (or those of a division) as or substantially as an entirety to, Consumers; | ||
| Liens on operating property to secure the cost of acquisition, construction, development or substantial repair, alteration or improvement of property or to secure indebtedness incurred to provide funds for any such purpose or for reimbursement of funds previously expended for any such purpose, provided such Liens are created or assumed contemporaneously with, or within 18 months after, such acquisition or the completion of construction or development or substantial repair, alteration or improvement; | ||
| Liens in favor of any state or any department, agency or instrumentality or political subdivision of any state, or for the benefit of holders of securities issued by any such entity (or providers of credit enhancement with respect to such securities), to secure any debt (including, without limitation, obligations of Consumers with respect to industrial development, pollution control or similar revenue bonds) incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or developing or substantially repairing, altering or improving operating property of Consumers; or | ||
| any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the first four bullet points above; provided, however, that the principal amount of debt secured thereby and not otherwise authorized by the first four bullet points above, inclusive, shall not exceed the principal amount of debt, plus any premium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension, renewal or replacement. |
31
| Consumers would be entitled under any of the provisions described in the bullet points set forth under Limitation on Liens above to issue, assume, guarantee or permit to exist debt secured by a Lien on such operating property without equally and ratably securing the senior notes; | ||
| after giving effect to such sale and lease-back transaction, Consumers could incur, pursuant to the provisions described in the second paragraph under Limitation on Liens above, at least $1.00 of additional debt secured by Liens (other than Liens permitted by the preceding bullet point); or | ||
| Consumers applies within 180 days an amount equal to, in the case of a sale or transfer for cash, the net proceeds (not exceeding the net book value) thereof, and, otherwise, an amount equal to the fair value (as determined by its board of directors) of the operating property so leased to the retirement of senior notes or other debt of Consumers ranking senior to, or equally with, the senior notes, subject to reduction for senior notes and such debt retired during such 180-day period otherwise than pursuant to mandatory sinking fund or prepayment provisions and payments at maturity. |
| in favor of amendments or modifications of the Mortgage Indenture of substantially the same tenor and effect as follows: |
| to eliminate the maintenance and replacement fund and to recover amounts of net property additions previously applied in satisfaction thereof so that the same would become available as a basis for the issuance of first mortgage bonds; | ||
| to eliminate sinking funds or improvement funds and to recover amounts of net property additions previously applied in satisfaction thereof so that the same would become available as a basis for the issuance of first mortgage bonds; | ||
| to eliminate the restriction on the payment of dividends on common stock and to eliminate the requirements in connection with the periodic examination of the mortgaged and pledged property by an independent engineer; | ||
| to permit first mortgage bonds to be issued under the Mortgage Indenture in a principal amount equal to 70% of unfunded net property additions instead of 60%, to permit sinking funds or improvement funds requirements (to the extent not otherwise eliminated) under the Mortgage Indenture to be satisfied by the application of net property additions in an amount equal to 70% of such additions instead of 60%, and to permit the acquisition of property subject to certain liens prior to the lien of the Mortgage Indenture if the principal amount of indebtedness secured by such liens does not exceed 70% of the cost of such property instead of 60%; | ||
| to eliminate requirements that Consumers deliver a net earnings certificate for any purpose under the Mortgage Indenture; | ||
| to raise the minimum dollar amount of insurance proceeds on account of loss or damage that must be payable to the senior note trustee from $50,000 to an amount equal to the greater of (i) $5,000,000 and (ii) 3% of the total principal amount of first mortgage bonds outstanding; | ||
| to increase the amount of the fair value of property that may be sold or disposed of free from the lien of the Mortgage Indenture, without any release or consent by the mortgage trustee, from not more than $25,000 in any calendar year to not more than an amount equal to the greater of (i) $5,000,000 and (ii) 3% of the total principal amount of first mortgage bonds then outstanding; |
32
| to permit certain mortgaged and pledged property to be released from the lien of the Mortgage Indenture if, in addition to certain other conditions, the senior note trustee receives purchase money obligations of not more than 70% of the fair value of such property instead of 60% and to eliminate the further requirement for the release of such property that the aggregate principal amount of purchase money obligations held by the mortgage trustee not exceed 20% of the principal amount of first mortgage bonds outstanding; and | ||
| to eliminate the restriction prohibiting the mortgage trustee from applying cash held by it pursuant to the Mortgage Indenture to the purchase of bonds not otherwise redeemable at a price exceeding 110% of the principal of such bonds, plus accrued interest; and |
| with respect to any other amendments or modifications of the Mortgage Indenture, as follows: the senior note trustee shall vote all first mortgage bonds securing senior notes then held by it, or consent with respect thereto, proportionately with the vote or consent of the holders of all other first mortgage bonds outstanding under the Mortgage Indenture, the holders of which are eligible to vote or consent; however, the senior note trustee will not vote in favor of, or consent to, any amendment or modification of the Mortgage Indenture that, if it were an amendment or modification of the Senior Note Indenture, would require the consent of holders of senior notes (as described under Modification above) without the prior consent of holders of senior notes that would be required for such an amendment or modification of the Senior Note Indenture. |
33
| cash deposited with the mortgage trustee; | ||
| bonds or purchase money obligations delivered to the mortgage trustee; | ||
| prior lien bonds delivered to the mortgage trustee or reduced or assumed by the purchaser; | ||
| property additions acquired in exchange for the property released; or | ||
| a showing that unfunded net property additions exist. |
34
| failure to pay principal when due; | ||
| failure to pay interest for 60 days; | ||
| failure to pay any installment of any sinking or other purchase fund for 90 days; | ||
| certain events in bankruptcy, insolvency or reorganization; and | ||
| failure to perform any other covenant for 90 days following written demand by the mortgage trustee for Consumers to cure such failure. |
35
36
37
SEC Registration Fee
|
* | |
Services of Independent Registered Public Accounting Firm
|
** | |
Trustee Fees and Expenses
|
** | |
Legal Fees and Expenses
|
** | |
Rating Agency Fees
|
** | |
Collateral Agents Fees
|
** | |
Purchase Contract Agents Fees
|
** | |
Printing and Delivery Expenses
|
** | |
Listing Fees
|
** | |
Blue Sky Fees and Expenses
|
** | |
Miscellaneous Expenses
|
** | |
Total
|
** |
* | To be deferred pursuant to Rule 456(b) under the Securities Act and calculated in connection with the offering of securities under this Registration Statement pursuant to Rule 457(r) under the Securities Act. | |
** | Estimated expenses are not presently known. Each prospectus supplement will reflect estimated expenses based on the amount of the related offering. |
II-1
II-2
II-3
(a) | Each undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. | |||
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | ||
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration |
II-4
statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; | ||
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and | ||
(iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(b) | Each undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
II-5
CMS Energy Corporation (Registrant) |
||||
By: | /s/ Thomas J. Webb | |||
Name: | Thomas J. Webb | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Name | Title | |
(i) Principal executive officer: |
||
/s/ John G. Russell
|
President and Chief Executive Officer | |
(ii) Principal financial officer: |
||
/s/ Thomas J. Webb
|
Executive Vice President and Chief Financial Officer | |
(iii) Controller or principal accounting officer: |
||
/s/ Glenn P. Barba
|
Vice President, Controller and Chief Accounting Officer | |
(iv) Directors: |
||
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director |
II-6
Name | Title | |
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director |
*By: | /s/ Thomas J. Webb | |||
Name: | Thomas J. Webb | |||
Title: | Attorney-in-fact |
II-7
CMS Energy Trust IV (Registrant) |
||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Trustee | |||
By: | /s/ Catherine M. Reynolds | |||
Name: | Catherine M. Reynolds | |||
Title: | Trustee |
II-8
CMS Energy Trust V (Registrant) |
||||
By: | /s/ Laura L. Mountcastle | |||
Name: | Laura L. Mountcastle | |||
Title: | Trustee | |||
By: | /s/ Catherine M. Reynolds | |||
Name: | Catherine M. Reynolds | |||
Title: | Trustee |
II-9
Consumers Energy Company (Registrant) |
||||
By: | /s/ Thomas J. Webb | |||
Name: | Thomas J. Webb | |||
Title: | Executive Vice President and Chief Financial Officer | |||
Name | Title | |
(i) Principal executive officer: |
||
/s/ John G. Russell
|
President and Chief Executive Officer | |
(ii) Principal financial officer: |
||
/s/ Thomas J. Webb
|
Executive Vice President and Chief Financial Officer | |
(iii) Controller or principal accounting officer: |
||
/s/ Glenn P. Barba
|
Vice President, Controller and Chief Accounting Officer | |
(iv) Directors: |
||
/s/ *
|
Director | |
/s/ *
|
Director | |
/s/ *
|
Director | |
(Stephen E. Ewing) |
||
/s/ *
|
Director | |
(Richard M. Gabrys) |
||
/s/ *
|
Director | |
(David W. Joos) |
||
/s/ *
|
Director | |
(Philip R.Lochner, Jr.) |
||
II-10
Name | Title | |
/s/ *
|
Director | |
/s/ *
|
Director | |
(John G. Russell) |
||
/s/ *
|
Director | |
(Kenneth L. Way) |
||
/s/ *
|
Director |
*By: | /s/ Thomas J. Webb | |||
Name: | Thomas J. Webb | |||
Title: | Attorney-in-fact | |||
II-11
Previously Filed | ||||||||||
With File | As Exhibit | |||||||||
Exhibits | Number | Number | Description | |||||||
1.1*
|
| Form of Underwriting Agreement with respect to the Offered Securities | ||||||||
4.1
|
1-9513 | (3)(a) | | Restated Articles of Incorporation of CMS Energy, effective June 1, 2004, as amended May 22, 2009 (2nd qtr 2009 Form 10-Q) | ||||||
4.2
|
1-9513 | 3.1 | | CMS Energy Corporation Bylaws, amended and restated as of January 27, 2011 (Form 8-K filed February 1, 2011) | ||||||
4.3
|
1-5611 | 3(c) | | Restated Articles of Incorporation of Consumers effective June 7, 2000 (2000 Form 10-K) | ||||||
4.4
|
1-5611 | 3.2 | | Consumers Energy Company Bylaws, amended and restated as of January 27, 2011 (Form 8-K filed February 1, 2011) | ||||||
4.5.1
|
33-47629 | (4)(a) | | Indenture dated as of September 15, 1992 between CMS Energy and The Bank of New York Mellon, as Trustee (Form S-3 filed May 1, 1992) Indentures Supplemental thereto: | ||||||
4.5.2
|
1-9513 | 4.2 | | 17th dated as of 12/13/04 (Form 8-K filed December 13, 2004) | ||||||
4.5.3
|
1-9513 | 4.2 | | 18th dated as of 1/19/05 (Form 8-K filed January 20, 2005) | ||||||
4.5.4
|
1-9513 | 4.2 | | 19th dated as of 12/13/05 (Form 8-K filed December 15, 2005) | ||||||
4.5.5
|
1-9513 | 4.2 | | 20th dated as of 7/3/07 (Form 8-K filed July 5, 2007) | ||||||
4.5.6
|
1-9513 | 4.3 | | 21st dated as of 7/3/07 (Form 8-K filed July 5, 2007) | ||||||
4.5.7
|
1-9513 | 4.1 | | 22nd dated as of 6/15/09 (Form 8-K filed June 15, 2009) | ||||||
4.5.8
|
1-9513 | 4.3 | | 23rd dated as of 6/15/09 (Form 8-K filed June 15, 2009) | ||||||
4.5.9
|
1-9513 | 4.1 | | 24th dated as of 1/14/10 (Form 8-K filed January 14, 2010) | ||||||
4.5.10
|
1-9513 | 4.1 | | 25th dated as of 9/23/10 (Form 8-K filed September 23, 2010) | ||||||
4.5.11
|
1-9513 | 4.1 | | 26th dated as of 11/19/10 (Form 8-K filed November 19, 2010) | ||||||
4.5.12
|
1-9513 | 4.1 | | 27th dated as of 5/12/11 (Form 8-K filed May 12, 2011) | ||||||
4.5.13*
|
| Form of Senior Debt Securities | ||||||||
4.6.1
|
1-9513 | (4)(a) | | Indenture dated as of June 1, 1997, between CMS Energy and The Bank of New York Mellon, as trustee (Form 8-K filed July 1, 1997) | ||||||
Indentures Supplemental thereto: | ||||||||||
4.6.2
|
1-9513 | (4)(b) | | 1st dated as of 6/20/97 (Form 8-K filed July 1, 1997) | ||||||
4.6.3*
|
| Form of Subordinated Debt Securities | ||||||||
4.7
|
333-27849 | (4)(o) | | Form of Purchase Contract Agreement between CMS Energy and Purchase Contract Agent (including as Exhibit A the form of the Security Certificate) (Form S-3/A filed June 13, 1997) | ||||||
4.8*
|
| Form of Supplemental Indenture to be used with the Senior Debt Securities issued in connection with the Trust Preferred Securities | ||||||||
4.9
|
333-51932 | (4)(f) | | Certificate of Trust of CMS Energy Trust IV (Form S-3 filed December 15, 2000) |
II-12
Previously Filed | ||||||||||
With File | As Exhibit | |||||||||
Exhibits | Number | Number | Description | |||||||
4.10
|
333-51932 | (4)(g) | | Form of Amended and Restated Trust Agreement of CMS Energy Trust IV (Form S-3 filed December 15, 2000) | ||||||
4.11
|
333-51932 | (4)(h) | | Certificate of Trust of CMS Energy Trust V (Form S-3 filed December 15, 2000) | ||||||
4.12
|
333-51932 | (4)(i) | | Form of Amended and Restated Trust Agreement of CMS Energy Trust V (Form S-3 filed December 15, 2000) | ||||||
4.13
|
333-51932 | (4)(k) | | Form of Trust Preferred Security (included in Exhibit 4.10) | ||||||
4.14
|
333-51932 | (4)(l) | | Form of Trust Preferred Securities Guarantee Agreement of CMS Energy Trust IV (Form S-3 filed December 15, 2000) | ||||||
4.15
|
333-51932 | (4)(m) | | Form of Trust Preferred Securities Guarantee Agreement of CMS Energy Trust V (Form S-3 filed December 15, 2000) | ||||||
4.16.1
|
2-65973 | (b)(1)-4 | | Indenture dated as of September 1, 1945 between Consumers and The Bank of New York Mellon, as Trustee, including therein indentures supplemental thereto through the Forty-third Supplemental Indenture dated as of May 1, 1979 (Form S-16 filed November 13, 1979) | ||||||
Indentures Supplemental thereto: | ||||||||||
4.16.2
|
1-5611 | (4)(a) | | 71st dated as of 3/06/98 (1997 Form 10-K) | ||||||
4.16.3
|
1-5611 | (4)(d) | | 90th dated as of 4/30/03 (1st qtr. 2003 Form 10-Q) | ||||||
4.16.4
|
1-5611 | (4)(b) | | 92nd dated as of 8/26/03 (3rd qtr. 2003 Form 10-Q) | ||||||
4.16.5
|
1-5611 | (4)(a) | | 96th dated as of 8/17/04 (Form 8-K filed August 20, 2004) | ||||||
4.16.6
|
1-5611 | 4.4 | | 98th dated as of 12/13/04 (Form 8-K filed December 13, 2004) | ||||||
4.16.7
|
1-5611 | (4)(a)(i) | | 99th dated as of 1/20/05 (2004 Form 10-K) | ||||||
4.16.8
|
1-5611 | 4.2 | | 100th dated as of 3/24/05 (Form 8-K filed March 30, 2005) | ||||||
4.16.9
|
1-5611 | 4.2 | | 104th dated as of 8/11/05 (Form 8-K filed August 11, 2005) | ||||||
4.16.10
|
1-5611 | 4(a) | | 106th dated as of 11/30/07 (2007 Form 10-K) | ||||||
4.16.11
|
1-5611 | 4.1 | | 108th dated as of 3/14/08 (Form 8-K filed March 14, 2008) | ||||||
4.16.12
|
1-5611 | 4.1 | | 109th dated as of 9/11/08 (Form 8-K filed September 16, 2008) | ||||||
4.16.13
|
1-5611 | 4.1 | | 110th dated as of 9/12/08 (Form 8-K filed September 12, 2008) | ||||||
4.16.14
|
1-5611 | 4.1 | | 111th dated as of 3/6/09 (Form 8-K filed March 6, 2009) | ||||||
4.16.15
|
1-5611 | 4.1 | | 112th dated as of 9/1/10 (Form 8-K filed September 7, 2010) | ||||||
4.16.16
|
1-5611 | 4.1 | | 113th dated as of 10/15/10 (Form 8-K filed October 20, 2010) | ||||||
4.16.17
|
1-5611 | 4.1 | | 114th dated as of 3/31/11 (Form 8-K filed April 6, 2011) | ||||||
4.16.18
|
| 115th dated as of 5/4/11 | ||||||||
4.16.19
|
2-65973 | (b)(1)-4 | | Form of First Mortgage Bond (included in Exhibit 4.16.1) | ||||||
4.17.1
|
1-5611 | (4)(c) | | Indenture dated as of February 1, 1998 between Consumers and The Bank of New York Mellon, as Trustee (1997 Form 10-K) | ||||||
4.17.2
|
1-5611 | (4)(c) | | Form of Senior Debt Securities (included in Exhibit 4.17.1) | ||||||
4.18
|
333-89363 | (4)(f) | | Instruments defining the rights of security holders, including indentures. Consumers Energy Company hereby agrees to furnish to the SEC upon request a copy of any instrument covering securities the amount of which does not exceed 10% of the total assets of Consumers Energy Company and its subsidiaries on a consolidated basis. (Form S-3 filed October 20, 1999) | ||||||
5.1
|
| Opinion of Shelley J Ruckman, Assistant General Counsel for CMS Energy, regarding the legality of the CMS Energy Offered Securities and the Consumers Offered Securities |
II-13
Previously Filed | ||||||||||
With File | As Exhibit | |||||||||
Exhibits | Number | Number | Description | |||||||
5.2
|
| Opinion of Sidley Austin LLP regarding the legality of the Trust Preferred Securities | ||||||||
12.1
|
1-9513 | 12.1 | | Statement of CMS Energy regarding computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends (1st qtr. 2011 Form 10-Q) | ||||||
12.2
|
1-5611 | 12.2 | | Statement of Consumers regarding computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred stock dividends (1st qtr. 2011 Form 10-Q) | ||||||
23.1
|
| Consent of Shelley J. Ruckman, Assistant General Counsel for CMS Energy (included in Exhibit 5.1) | ||||||||
23.2
|
| Consent of Sidley Austin LLP (included in Exhibit 5.2) | ||||||||
23.3
|
| Consent of PricewaterhouseCoopers LLP CMS Energy | ||||||||
23.4
|
| Consent of PricewaterhouseCoopers LLP Consumers | ||||||||
24.1
|
| Power of Attorney CMS Energy | ||||||||
24.2
|
| Power of Attorney Consumers | ||||||||
25.1
|
| Statement of Eligibility of The Bank of New York Mellon (Trustee under CMS Energys Senior Debt Indenture with respect to the Senior Debt Securities) | ||||||||
25.2
|
| Statement of Eligibility of The Bank of New York Mellon (Trustee under CMS Energys Senior Debt Indenture with respect to the Senior Convertible Debt Securities) | ||||||||
25.3
|
| Statement of Eligibility of The Bank of New York Mellon (Trustee under CMS Energys Subordinated Debt Indenture) | ||||||||
25.4
|
| Statement of Eligibility of Property Trustee of CMS Energy Trust IV | ||||||||
25.5
|
| Statement of Eligibility of Guarantee Trustee of CMS Energy Trust IV | ||||||||
25.6
|
| Statement of Eligibility of Property Trustee of CMS Energy Trust V | ||||||||
25.7
|
| Statement of Eligibility of Guarantee Trustee of CMS Energy Trust V | ||||||||
25.8
|
| Statement of Eligibility of The Bank of New York Mellon (Trustee under Consumers Senior Note Indenture) | ||||||||
25.9
|
| Statement of Eligibility of The Bank of New York Mellon (Trustee under Consumers Mortgage Indenture) |
* | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of the Offered Securities. |
II-14
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No. 1 | $35,486,111.22 |
3
4
CONSUMERS ENERGY COMPANY | ||||||
Dated: |
||||||
By: | ||||||
Printed: | ||||||
Title: | ||||||
THE BANK OF NEW YORK MELLON, Trustee |
||||
By: | ||||
Authorized Officer | ||||
5
6
7
8
No. 1 | $68,640,277.78 |
9
CONSUMERS ENERGY COMPANY | ||||||
Dated: |
||||||
By: | ||||||
Printed: | ||||||
Title: | ||||||
10
THE BANK OF NEW YORK MELLON, Trustee |
||||
By: | ||||
Authorized Officer | ||||
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
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CONSUME RS ENERGY COMPANY | ||||||
(SEAL)
|
By: Name: |
/s/ Laura L. Mountcastle
|
||||
Attest:
|
Title: | Vice President and Treasurer |
/s/ Joyce H. Norkey
|
||
Assistant Secretary |
||
Signed, sealed and delivered |
||
by CONSUMERS ENERGY COMPANY in the presence of |
||
/s/ Kimberly C. Wilson
|
||
/s/ Denise J. Lehrke
|
STATE OF MICHIGAN
|
) | |||||
ss. | ||||||
COUNTY OF JACKSON
|
) |
/s/ Margaret Hillman
|
||||
[SEAL]
|
State of Michigan, County of Jackson | |||
My Commission Expires: June 14, 2016 | ||||
Acting in the County of Jackson |
S-1
THE BANK OF NEW YORK MELLON, AS TRUSTEE | ||||||
(SEAL)
|
By: | /s/ Laurence J. OBrien
|
||||
Attest:
|
Vice President |
/s/ Timothy W. Casey
|
||
Signed, sealed and delivered
by THE BANK OF NEW YORK MELLON in the presence of |
||
/s/ Patricia Lin
|
||
/s/ Lisha John
|
STATE OF NEW YORK
|
) | |
ss. | ||
COUNTY OF NEW YORK
|
) |
/s/ Anna Yiu
|
||||
Qualified in Queens County | ||||
Reg #01YI5080477 | ||||
Commission Expires 6/13/11 | ||||
Prepared by:
|
When recorded, return to: | |||
Kimberly C. Wilson
|
Consumers Energy Company | |||
One Energy Plaza
|
Business Services Real Estate Dept. | |||
Jackson, MI 49201
|
Attn: Sandy Geerling, EP7-428 | |||
One Energy Plaza | ||||
Jackson, MI 49201 |
S-2
1. | The Company is duly incorporated and validly existing under the laws of the State of Michigan. | |
2. | Consumers is duly incorporated and validly existing under the laws of the State of Michigan. | |
3. | Each of the Senior Debt Indenture and the Subordinated Debt Indenture has been duly authorized, executed and delivered by the Company. | |
4. | Each of the Senior Note Indenture and the Mortgage Indenture has been duly authorized, executed and delivered by Consumers. | |
5. | The Company has the corporate power and authority to authorize and sell (i) the CMS Energy Common Stock, CMS Energy Preferred Stock, any Stock Purchase Contract or any Stock Purchase Unit and (ii) the Debt Securities and the Subordinated Debt Securities pursuant to the Senior Debt Indenture and the Subordinated Debt Indenture, respectively. | |
6. | Consumers has the corporate power and authority to authorize and sell the Senior Notes and the FMBs pursuant to the Senior Note Indenture and the Mortgage Indenture, respectively. | |
7. | The shares of CMS Energy Common Stock covered by the Registration Statement will be legally issued, fully paid and non-assessable when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to such shares of CMS Energy Common Stock shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (iii) the Companys Board of Directors or a duly authorized committee thereof (the Company Board) shall have duly adopted final resolutions in conformity with the CMS Articles of Incorporation and the |
CMS Bylaws authorizing the issuance and sale of such shares of CMS Energy Common Stock as contemplated by the Registration Statement and prospectus supplement relating thereto; and (iv) certificates representing such shares of CMS Energy Common Stock shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in excess of the par value of such shares of CMS Energy Common Stock being issued and sold in accordance with the applicable definitive purchase, underwriting or similar agreement. | ||
8. | Each series of CMS Energy Preferred Stock covered by the Registration Statement will be legally issued, fully paid and non-assessable when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to such series of CMS Energy Preferred Stock shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (iii) the Company Board shall have duly adopted final resolutions in conformity with the CMS Articles of Incorporation and the CMS Bylaws establishing the designations, preferences, rights, qualifications, limitations or restrictions of such series of CMS Energy Preferred Stock and authorizing the issuance and sale of such shares of such series of CMS Energy Preferred Stock as contemplated by the Registration Statement and prospectus supplement relating thereto; (iv) the Company shall have filed with the Secretary of State of the State of Michigan a Certificate of Designations duly executed on behalf of the Company with respect to such series of CMS Energy Preferred Stock in conformity with the CMS Articles and such final resolutions; and (v) certificates representing such shares of such series of CMS Energy Preferred Stock shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in excess of the par value of such shares of CMS Energy Preferred Stock being issued and sold in accordance with the applicable definitive purchase, underwriting or similar agreement. | |
9. | Each series of Debt Securities covered by the Registration Statement will be legally issued and binding obligations of the Company when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to such series of Debt Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (iii) the Company Board shall have duly adopted final resolutions in conformity with the CMS Articles and the CMS Bylaws authorizing any necessary indenture supplement to the Senior Debt Indenture and the terms, issuance and sale of such series of Debt Securities as contemplated by the Registration Statement and the Senior Debt Indenture (and any necessary indenture supplement to the Senior Debt Indenture); (iv) the final terms of such series of Debt Securities shall have been duly established and approved in accordance such final resolutions (and any necessary indenture supplement to the Senior Debt Indenture); (v) any necessary indenture supplement to the Senior Debt Indenture shall have been duly executed and delivered by the Company and the Senior Indenture Trustee; and (vi) such series of Debt Securities shall have been duly executed by the Company and authenticated by the Senior Indenture Trustee as provided in the Senior Debt Indenture (including any necessary indenture supplement to the Senior Debt Indenture), such final resolutions and such Debt |
Securities and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the applicable definitive purchase, underwriting or similar agreement. |
10. | Each series of Subordinated Debt Securities covered by the Registration Statement will be legally issued and binding obligations of the Company when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to such series of Subordinated Debt Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (iii) the Company Board shall have duly adopted final resolutions in conformity with the CMS Articles and the CMS Bylaws authorizing any necessary indenture supplement to the Subordinated Debt Indenture and the terms, issuance and sale of such series of Subordinated Debt Securities as contemplated by the Registration Statement and the Subordinated Debt Indenture (and any necessary indenture supplement to the Subordinated Debt Indenture); (iv) the final terms of such series of Subordinated Debt Securities shall have been duly established and approved in accordance such final resolutions (and any necessary indenture supplement to the Subordinated Debt Indenture); (v) any necessary indenture supplement to the Subordinated Debt Indenture shall have been duly executed and delivered by the Company and the Subordinated Indenture Trustee; and (vi) such series of Subordinated Debt Securities shall have been duly executed by the Company and authenticated by the Subordinated Indenture Trustee as provided in the Subordinated Debt Indenture (including any necessary indenture supplement to the Subordinated Debt Indenture), such final resolutions and such Subordinated Debt Securities and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the applicable definitive purchase, underwriting or similar agreement. |
11. | Each Trust Preferred Guarantee will be a legally issued and binding obligation of the Company when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to such Trust Preferred Guarantee and the related Trust Preferred Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (ii) the Company Board shall have adopted final resolutions in conformity with the CMS Articles and the CMS Bylaws authorizing the terms and issuance of such Trust Preferred Guarantee as contemplated by the Registration Statement, such prospectus supplement and the related Trust Preferred Guarantee Agreement; (iii) the related Trust Preferred Guarantee Agreement the shall have been qualified under the Trust Indenture Act of 1939, as amended; (iv) the related Trust Preferred Securities shall have been legally issued; and (v) the Trust Preferred Guarantee Agreement shall have been duly executed by the Company and the Guarantee Trustee as contemplated by such final resolutions and the Trust Preferred Guarantee Agreement and shall have been duly delivered in accordance with the applicable definitive purchase, underwriting or similar agreement upon payment of the agreed consideration for the related Trust Preferred Securities. |
12. | The Stock Purchase Contracts and/or the Stock Purchase Units will be legally issued and binding obligations of the Company when: (i) the Registration Statement shall have |
become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to the particular Stock Purchase Contracts and/or the particular Stock Purchase Units then being sold by the Company shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (iii) the Stock Purchase Contracts under which the shares of CMS Energy Common Stock are to be purchased shall have been duly authorized, executed and delivered by the parties thereto; (iv) the Company Board shall have duly adopted final resolutions in conformity with the CMS Articles and the CMS Bylaws authorizing the execution, delivery, issuance and sale of such Stock Purchase Contracts and/or Stock Purchase Units; (v) if such Stock Purchase Contracts and/or Stock Purchase Units relate to the issuance and sale of CMS Energy Common Stock, the actions described in paragraph 7 above have been taken; (vi) if such Stock Purchase Units relate to the issuance and sale of CMS Energy Preferred Stock, the actions described in paragraph 8 above have been taken; (vii) if such Stock Purchase Units relate to the issuance and sale of Debt Securities, the actions described in paragraph 9 above have been taken; (viii) if such Stock Purchase Units relate to the issuance and sale of Subordinated Debt Securities, the actions described in paragraph 10 above have been taken; and (ix) if such Stock Purchase Units relate to the issuance and sale of Trust Preferred Securities, all necessary actions shall have been taken in connection with the issuance and sale of such Trust Preferred Securities. |
13. | Each series of Senior Notes covered by the Registration Statement will be legally issued and binding obligations of Consumers when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to such series of Senior Notes shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (iii) the Board of Directors of Consumers or a duly authorized committee thereof (the Consumers Board) shall have duly adopted final resolutions in conformity with the Consumers Articles and the Consumers Bylaws authorizing any necessary indenture supplement to the Senior Note Indenture and the terms, issuance and sale of such series of Senior Notes as contemplated by the Registration Statement and the Senior Note Indenture (and any necessary indenture supplement to the Senior Note Indenture); (iv) the final terms of such series of Senior Notes shall have been duly established and approved in accordance such final resolutions (and any necessary indenture supplement to the Senior Note Indenture); (v) any necessary indenture supplement to the Senior Note Indenture shall have been duly executed and delivered by Consumers and the Senior Note Trustee; and (vi) such series of Senior Notes shall have been duly executed by Consumers and authenticated by the Senior Note Trustee as provided in the Senior Note Indenture (including any necessary indenture supplement to the Senior Note Indenture), such final resolutions and such Senior Notes and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the applicable definitive purchase, underwriting or similar agreement. |
14. | Each series of FMBs covered by the Registration Statement will be legally issued and binding obligations of Consumers when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) an appropriate prospectus supplement with respect to such series of FMBs shall have been filed with the Commission pursuant to Rule 424 under |
the Securities Act; (iii) the Consumer Board shall have duly adopted final resolutions in conformity with the Consumers Articles and the Consumers Bylaws authorizing any necessary indenture supplement to the Mortgage Indenture and the terms, issuance and sale of such series of FMBs as contemplated by the Registration Statement and the Mortgage Indenture (and any necessary indenture supplement to the Mortgage Indenture); (iv) the final terms of such series of FMBs shall have been duly established and approved in accordance such final resolutions (and any necessary indenture supplement to the Mortgage Indenture); (v) any necessary indenture supplement to the Mortgage Indenture shall have been duly executed and delivered by Consumers and the Mortgage Trustee; and (vi) such series of FMBs shall have been duly executed by Consumers and authenticated by the Mortgage Trustee as provided in the Mortgage Indenture (including any necessary indenture supplement to the Mortgage Indenture), such final resolutions and such FMBs and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor in accordance with the applicable definitive purchase, underwriting or similar agreement. |
SIDLEY AUSTIN llp ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX |
BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON LOS ANGELES |
NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. |
|||||
FOUNDED 1866 |
Re: | CMS Energy Corporation CMS Energy Trust IV CMS Energy Trust V Registration Statement on Form S-3 |
An Integrated Energy Company
|
One Energy Plaza | Tel: 517 788 0550 | ||
Jackson, MI 49201-2276 | www.cmsenergy.com |
/s/ David W. Joos
|
/s/ Philip R. Lochner, Jr.
|
|||||
/s/ Merribel S. Ayres
|
/s/ Michael T. Monahan
|
|||||
/s/ Jon E. Barfield
|
/s/ John G. Russell
|
|||||
/s/ Stephen E. Ewing
|
/s/ Kenneth L. Way
|
|||||
/s/ Richard M. Gabrys
|
/s/ John B. Yasinsky
|
An CMS Energy Company
|
One Energy Plaza | Tel: 517 788 0550 | ||
Jackson, MI 49201-2276 | www.cmsenergy.com |
/s/ David W. Joos
|
/s/ Philip R. Lochner, Jr.
|
|||||
/s/ Merribel S. Ayres
|
/s/ Michael T. Monahan
|
|||||
/s/ Jon E. Barfield
|
/s/ John G. Russell
|
|||||
/s/ Stephen E. Ewing
|
/s/ Kenneth L. Way
|
|||||
/s/ Richard M. Gabrys
|
/s/ John B. Yasinsky
|
New York
|
13-5160382 | |
(Jurisdiction of incorporation
|
(I.R.S. employer | |
if not a U.S. national bank)
|
identification no.) | |
One Wall Street, New York, N.Y.
|
10286 | |
(Address of principal executive offices)
|
(Zip code) |
Michigan
|
38-2726431 | |
(State or other jurisdiction of
|
(I.R.S. employer | |
incorporation or organization)
|
identification no.) | |
One Energy Plaza |
||
Jackson, Michigan
|
49201 | |
(Address of principal executive offices)
|
(Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State
of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 | |
New York Clearing House Association
|
New York, N.Y. 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. | ||
2. | Affiliations with Obligor. | |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
16. | List of Exhibits. | |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT | |||
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository institutions: |
||||
Noninterest-bearing balances and currency and
coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased under
agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including capitalized
leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and
associated companies |
982,000 | |||
Direct and indirect investments in real estate
ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold under
agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to preferred
stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
New York | 13-5160382 | |
(Jurisdiction of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
One Wall Street, New York, N.Y. | 10286 | |
(Address of principal executive offices) | (Zip code) |
Michigan | 38-2726431 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
One Energy Plaza | ||
Jackson, Michigan | 49201 | |
(Address of principal executive offices) | (Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |||
Superintendent of Banks of the State
of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |||
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045 | |||
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 | |||
New York Clearing House Association
|
New York, N.Y. 10005 |
(b) Whether it is authorized to exercise corporate trust powers. | ||
Yes. |
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. |
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON | ||||
By: | /S/ SCOTT KLEIN
|
|||
Title: VICE PRESIDENT |
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository
institutions: |
||||
Noninterest-bearing balances and currency
and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased
under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including
capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and
associated companies |
982,000 | |||
Direct and indirect investments in real estate
ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold
under agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to
preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
New York | 13-5160382 | |
(Jurisdiction of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
One Wall Street, New York, N.Y. | 10286 | |
(Address of principal executive offices) | (Zip code) |
Michigan | 38-2726431 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
One Energy Plaza | ||
Jackson, Michigan | 49201 | |
(Address of principal executive offices) | (Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |||
Superintendent of Banks of the State
of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |||
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045 | |||
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 | |||
New York Clearing House Association
|
New York, N.Y. 10005 |
(b) Whether it is authorized to exercise corporate trust powers. | ||
Yes. |
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. |
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | |
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | |
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT | |||
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository
institutions: |
||||
Noninterest-bearing balances and currency
and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased
under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including
capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and
associated companies |
982,000 | |||
Direct and indirect investments in real estate
ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold
under agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to
preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
New York | 13-5160382 | |
(Jurisdiction of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
One Wall Street, New York, N.Y. | 10286 | |
(Address of principal executive offices) | (Zip code) |
Delaware | 52-7191266 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
One Energy Plaza | ||
Jackson, Michigan | 49201 | |
(Address of principal executive offices) | (Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State
of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 | |
New York Clearing House Association
|
New York, N.Y. 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. |
2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. |
16. | List of Exhibits. |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT | |||
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository
institutions: |
||||
Noninterest-bearing balances and currency
and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased
under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including
capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and
associated companies |
982,000 | |||
Direct and indirect investments in real estate
ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold
under agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to
preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
New York | 13-5160382 | |
(Jurisdiction of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
One Wall Street, New York, N.Y. | 10286 | |
(Address of principal executive offices) | (Zip code) |
Michigan | 38-2726431 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
One Energy Plaza | ||
Jackson, Michigan | 49201 | |
(Address of principal executive offices) | (Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State of New York | One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 | |
New York Clearing House Association | New York, N.Y. 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. | ||
2. | Affiliations with Obligor. | |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
16. | List of Exhibits. | |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT | |||
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository
institutions: |
||||
Noninterest-bearing balances and currency
and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased
under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including
capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and
associated companies |
982,000 | |||
Direct and indirect investments in real estate
ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold
under agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: |
||||
(includes mortgage indebtedness and
obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to
preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
New York
|
13-5160382 | |
(Jurisdiction of incorporation
|
(I.R.S. employer | |
if not a U.S. national bank)
|
identification no.) | |
One Wall Street, New York, N.Y.
|
10286 | |
(Address of principal executive offices)
|
(Zip code) |
Delaware
|
38-6776930 | |||
(State or other jurisdiction of
|
(I.R.S. employer | |||
incorporation or organization)
|
identification no.) | |||
One Energy Plaza |
||||
Jackson, Michigan
|
49201 | |||
(Address of principal executive offices)
|
(Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State
of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 | |
New York Clearing House Association
|
New York, N.Y. 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. | ||
2. | Affiliations with Obligor. | |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
16. | List of Exhibits. | |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT |
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS | ||||
Cash and balances due from depository
institutions: |
||||
Noninterest-bearing balances and currency
and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased
under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including
capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and
associated companies |
982,000 | |||
Direct and indirect investments in real estate
ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold
under agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to
preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
|||||
New York | 13-5160382 | |
(Jurisdiction of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
One Wall Street, New York, N.Y. | 10286 | |
(Address of principal executive offices) | (Zip code) |
Michigan | 38-2726431 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
One Energy Plaza | ||
Jackson, Michigan | 49201 | |
(Address of principal executive offices) | (Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State
of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 | |
New York Clearing House Association
|
New York, N.Y. 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. | ||
2. | Affiliations with Obligor. | |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
16. | List of Exhibits. | |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT | |||
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository
institutions: |
||||
Noninterest-bearing balances and currency
and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased
under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including
capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries
and associated companies |
982,000 | |||
Direct and indirect investments in real
estate ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold
under agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to
preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
New York | 13-5160382 | |
(Jurisdiction of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
One Wall Street, New York, N.Y. | 10286 | |
(Address of principal executive offices) | (Zip code) |
Michigan | 38-0442310 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
One Energy Plaza | ||
Jackson, Michigan | 49201 | |
(Address of principal executive offices) | (Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State
of New York
|
One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223 | |
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation
|
Washington, D.C. 20429 | |
New York Clearing House Association
|
New York, N.Y. 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. | ||
2. | Affiliations with Obligor. | |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
16. | List of Exhibits. | |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT | |||
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository institutions: |
||||
Noninterest-bearing balances and currency and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and lease losses |
449,000 | |||
Loans and leases, net of unearned income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and associated companies |
982,000 | |||
Direct and indirect investments in real estate ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold under agreements to repurchase: |
||||
Federal funds purchased in domestic offices |
2,977,000 | |||
Securities sold under agreements to repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
New York | 13-5160382 | |
(Jurisdiction of incorporation | (I.R.S. employer | |
if not a U.S. national bank) | identification no.) | |
One Wall Street, New York, N.Y. | 10286 | |
(Address of principal executive offices) | (Zip code) |
Michigan | 38-0442310 | |
(State or other jurisdiction of | (I.R.S. employer | |
incorporation or organization) | identification no.) | |
One Energy Plaza | ||
Jackson, Michigan | 49201 | |
(Address of principal executive offices) | (Zip code) |
1. | General information. Furnish the following information as to the Trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Superintendent of Banks of the State of New York | One State Street, New
York, N.Y. 10004-1417,
and Albany, N.Y. 12223 |
|
Federal Reserve Bank of New York | 33 Liberty Street, New York, N.Y. 10045 | |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 | |
New York Clearing House Association | New York, N.Y. 10005 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. | ||
2. | Affiliations with Obligor. | |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
16. | List of Exhibits. | |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the Act) and 17 C.F.R. 229.10(d). |
1. | A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735). |
- 2 -
4. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173). | ||
6. | The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735). | ||
7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
- 3 -
THE BANK OF NEW YORK MELLON |
||||
By: | /S/ SCOTT KLEIN | |||
Name: | SCOTT KLEIN | |||
Title: | VICE PRESIDENT | |||
- 4 -
Dollar Amounts In Thousands | ||||
ASSETS |
||||
Cash and balances due from depository
institutions: |
||||
Noninterest-bearing balances and currency
and coin |
3,060,000 | |||
Interest-bearing balances |
80,377,000 | |||
Securities: |
||||
Held-to-maturity securities |
3,553,000 | |||
Available-for-sale securities |
58,636,000 | |||
Federal funds sold and securities purchased
under agreements to resell: |
||||
Federal funds sold in domestic offices |
38,000 | |||
Securities purchased under agreements to
resell |
954,000 | |||
Loans and lease financing receivables: |
||||
Loans and leases held for sale |
4,000 | |||
Loans and leases, net of unearned income |
24,852,000 | |||
LESS: Allowance for loan and
lease losses |
449,000 | |||
Loans and leases, net of unearned
income and allowance |
24,403,000 | |||
Trading assets |
6,394,000 | |||
Premises and fixed assets (including
capitalized leases) |
1,144,000 | |||
Other real estate owned |
6,000 | |||
Investments in unconsolidated subsidiaries and
associated companies |
982,000 | |||
Direct and indirect investments in real estate
ventures |
0 | |||
Intangible assets: |
||||
Goodwill |
6,421,000 | |||
Other intangible assets |
1,761,000 |
Dollar Amounts In Thousands | ||||
Other assets |
12,516,000 | |||
Total assets |
200,249,000 | |||
LIABILITIES |
||||
Deposits: |
||||
In domestic offices |
70,588,000 | |||
Noninterest-bearing |
37,184,000 | |||
Interest-bearing |
33,404,000 | |||
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
87,515,000 | |||
Noninterest-bearing |
2,620,000 | |||
Interest-bearing |
84,895,000 | |||
Federal funds purchased and securities sold
under agreements to repurchase: |
||||
Federal funds purchased in domestic
offices |
2,977,000 | |||
Securities sold under agreements to
repurchase |
28,000 | |||
Trading liabilities |
7,066,000 | |||
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) |
2,571,000 | |||
Not applicable |
||||
Not applicable |
||||
Subordinated notes and debentures |
3,490,000 | |||
Other liabilities |
9,507,000 | |||
Total liabilities |
183,742,000 | |||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related
surplus |
0 | |||
Common stock |
1,135,000 | |||
Surplus (exclude all surplus related to
preferred stock) |
8,631,000 | |||
Retained earnings |
7,173,000 | |||
Accumulated other comprehensive income |
-782,000 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
16,157,000 | |||
Noncontrolling (minority) interests in
consolidated subsidiaries |
350,000 | |||
Total equity capital |
16,507,000 | |||
Total liabilities and equity capital |
200,249,000 | |||
Robert P. Kelly |
|||||
Gerald L. Hassell
|
Directors | ||||
Catherine A. Rein |
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