-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ArROQvD3h5sfZVXWD51togSVn+5PZHcYFpXwnBfRwvHJrhmFDeUkT/mvTu7BBiLi LndtrkI4QvsT1nrRVmE+GA== 0000950124-03-000414.txt : 20030221 0000950124-03-000414.hdr.sgml : 20030221 20030221165111 ACCESSION NUMBER: 0000950124-03-000414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030116 ITEM INFORMATION: Other events FILED AS OF DATE: 20030221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09513 FILM NUMBER: 03576379 BUSINESS ADDRESS: STREET 1: FAIRLANE PLZ S STE 1100 STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369261 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH, SUITE 1100 STREET 2: 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO CENTRAL INDEX KEY: 0000201533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 380442310 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05611 FILM NUMBER: 03576380 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881030 MAIL ADDRESS: STREET 1: 212 W MICHIGAN AVE STREET 2: M 946 CITY: JACKSON STATE: MI ZIP: 49201 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PANHANDLE EASTERN PIPE LINE CO CENTRAL INDEX KEY: 0000076063 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 440382470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02921 FILM NUMBER: 03576381 BUSINESS ADDRESS: STREET 1: 5444 WESTHEIMER COURT CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7136275400 MAIL ADDRESS: STREET 1: P O BOX 1642 CITY: HOUSTON STATE: TX ZIP: 77251-1642 8-K 1 k75010e8vk.txt CURRENT REPORT DATED JANUARY 16, 2003 ================================================================================ FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 16, 2003
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO. ----------- ----------------------------- ------------------ 1-9513 CMS ENERGY CORPORATION 38-2726431 (A MICHIGAN CORPORATION) FAIRLANE PLAZA SOUTH, SUITE 1100 330 TOWN CENTER DRIVE DEARBORN, MICHIGAN 48126 (313) 436-9261 1-5611 CONSUMERS ENERGY COMPANY 38-0442310 (A MICHIGAN CORPORATION) 212 WEST MICHIGAN AVENUE JACKSON, MICHIGAN (517) 788-1030 1-2921 PANHANDLE EASTERN PIPE LINE 44-0382470 COMPANY (A DELAWARE CORPORATION) 5444 WESTHEIMER ROAD, P.O. BOX 4967 HOUSTON, TEXAS 77210-4967 (713) 989-7000
ITEM 5. OTHER EVENTS RESTATEMENT OF FINANCIAL STATEMENTS As previously disclosed, CMS Energy Corporation, Consumers Energy Company and Panhandle Eastern Pipe Line Company intended to file an amended Form 10-K for each registrant for the fiscal year ended December 31, 2001 as a result of the restatement of the consolidated financial statements for the fiscal years ended December 31, 2001 and 2000 for each of CMS Energy, Consumers and Panhandle. In addition, CMS Energy, Consumers and Panhandle intended to file amended Form 10-Q's for the quarters ended March 31, 2002, June 30, 2002 and September 30, 2002. Panhandle and Consumers each filed an amended Form 10-K for the fiscal year ended December 31, 2001 on February 20, 2003 and February 21, 2003, respectively. After consultation with the Securities and Exchange Commission, CMS Energy will not file an amended Form 10-K for the fiscal year ended December 31, 2001; however, CMS Energy will file a Form 10-K for the fiscal year ended December 31, 2002 that will include restated 2001 consolidated financial statements. CMS Energy, Consumers Energy and Panhandle each will file an amended Form 10-Q for the quarter ended September 30, 2002 that will include restated financial information for the quarters ended March 31, 2002 and June 30, 2002. SALE OF PANHANDLE CMS Energy and Southern Union Company each filed notifications with the Federal Trade Commission and the Department of Justice in connection with Southern Union Company's intent to acquire Panhandle, in compliance with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The statutory waiting period applicable to the transaction expires at 11:59 p.m. on March 13, 2003. Southern Union Company is in the process of seeking the approval of the Public Service Commission of the State of Missouri with respect to Southern Union Company's role in the transaction. Southern Union Company's role in the transaction was approved by the Massachusetts Department of Telecommunications and Energy on February 19, 2003. OTHER ASSET SALES CMS Marketing, Services and Trading Company ("CMS MST") has entered into a definitive agreement, dated as of February 13, 2002, with Constellation Power Source, Inc. to sell CMS MST's wholesale electric power business. The sale is subject to review by the Federal Energy Regulatory Commission. On January 16, 2003, CMS MST closed the sale of its wholesale natural gas trading book to Sempra Energy Trading. The sale price was $18 million. On February 10, 2003, Panhandle sold its one third interest in Centennial Pipeline, LLC for $40 million to Centennial's two other partners, Marathon Ashland Petroleum, LLC and TE Products Pipeline Company, Limited Partner, through its general partner, Texas Eastern Products Pipeline Company. AMERICAN HOME ASSURANCE COMPANY LITIGATION American Home Assurance Company ("AHA") is one of the issuers of a joint and several surety bond, with a remaining surety amount of approximately $187 million, supporting a CMS MST gas supply contract. The issuer commenced litigation on August 9, 2002 against CMS Enterprises Company ("Enterprises") and CMS MST in the U.S. District Court for the Eastern District of Michigan seeking to require Enterprises and CMS MST to provide acceptable collateral and to prevent them from disposing of or transferring any corporate assets outside the ordinary course of business before the Court had an opportunity to fully adjudicate the issuer's claim. St. Paul Fire and Marine Insurance Company ("St. Paul"), the co-surety on the bond with AHA has similar rights in connection with surety bonds supporting two other CMS MST gas supply contracts, where the remaining surety amounts total approximately $112 million. CMS Energy and AIG have reached a settlement that provides AHA and St. Paul with acceptable collateral. AHA's lawsuit against Enterprises and CMS MST has been dismissed. This Form 8-K contains "forward-looking statements", within the meaning of the safe harbor provisions of the federal securities laws. The "forward-looking statements" are subject to risks and uncertainties. They should be read in conjunction with the "Forward-Looking Statements and Risk Factors" in CMS Energy's, Consumers' and Panhandle's Form 10-Q for the Quarterly Period Ended September 30, 2002, Management Discussion and Analysis (incorporated herein by reference) that discuss important factors that could cause CMS Energy's, Consumers' and Panhandles' results to differ materially from those anticipated in such statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. CMS ENERGY CORPORATION Dated: February 21, 2003 By: /s/ Thomas J. Webb ------------------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer CONSUMERS ENERGY COMPANY Dated: February 21, 2003 By: /s/ Thomas J. Webb ------------------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer PANHANDLE EASTERN PIPE LINE COMPANY Dated: February 21, 2003 By: /s/ Thomas J. Webb ------------------------------------- Thomas J. Webb Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----