-----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, WZ0M4iic2GHs2zSmEy076lw3rlfJiiC6KcnKE8Xz4lRIS+AVtMQ9WhtI/2BVt3gL nrqEvf/PDuZLZMsxoyuXgA== 0000950124-03-001482.txt : 20030501 0000950124-03-001482.hdr.sgml : 20030501 20030501171207 ACCESSION NUMBER: 0000950124-03-001482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030421 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030501 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: 03677580 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: 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: 03677581 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 8-K 1 k76687e8vk.txt CURRENT REPORT DATED APRIL 21, 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) APRIL 21, 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) ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 (517) 788-0550 ITEM 5. OTHER EVENTS CMS ENTERPRISES COMPANY REVOLVING CREDIT FACILITY On April 21, 2003, CMS Enterprises Company ("CMS Enterprises") entered into a revolving credit facility in the amount of $75 million. The maturity date of this facility is April 30, 2004. The facility is being arranged by Citibank, NA at a total annual cost to CMS Energy Corporation ("CMS Energy") of approximately ten percent, which includes the initial commitment fee. Proceeds from this loan will be used for general corporate purposes. Any proceeds of equity issuances by CMS Energy and its subsidiaries or any asset sales and debt issuances by CMS Energy or its subsidiaries, other than Consumers Energy Company ("Consumers"), are required to be used to prepay this facility. It is expected that proceeds from the Panhandle Eastern Pipe Line Company sale will be used to prepay this facility. This facility is guaranteed by CMS Energy, whose guaranty is secured by the common stock of Consumers and CMS Enterprises. CONSUMERS FIRST MORTGAGE BONDS On April 30, 2003, Consumers issued two series of First Mortgage Bonds. The $250 million Series A Bonds will mature on April 15, 2008 and will bear interest at the rate of 4.25%. The $375 million Series B Bonds will mature on April 15, 2013 and will bear interest at the rate of 5.375%. Proceeds to Consumers after underwriters' discounts are approximately $247.9 million and $370.7 million, respectively. Net proceeds will be used to redeem on May 1, 2003 $250 million of Senior Notes due 2008, to pay an associated $32 million option call payment, and for general corporate purposes that may include paying down additional debt. The news release issued in connection with the issuance of the First Mortgage Bonds is filed herewith as Exhibit 99 and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 99. CMS Energy's News Release dated May 1, 2003 This Form 8-K and the News Release contain "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 "CMS ENERGY FORWARD-LOOKING STATEMENTS, CAUTIONARY FACTORS AND UNCERTAINTIES" found in Item 1 of CMS Energy's Form 10-K for the Fiscal Year Ended December 31, 2002 and the "CONSUMERS FORWARD-LOOKING STATEMENTS, CAUTIONARY FACTORS AND UNCERTAINTIES" found in Item 1 of Consumers' Form 10-K for the Fiscal Year Ended December 31, 2002 (both incorporated herein by reference), that discuss important factors that could cause CMS Energy's and Consumers' 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: May 1, 2003 By: /s/ S. Kinnie Smith, Jr. --------------------------- S. Kinnie Smith, Jr. Vice Chairman of the Board and General Counsel CONSUMERS ENERGY COMPANY Dated: May 1, 2003 By: /s/ S. Kinnie Smith, Jr. ----------------------------- S. Kinnie Smith, Jr. Vice Chairman of the Board Exhibit Index ------------- 99 CMS Energy's News Release dated May 1, 2003 EX-99 3 k76687exv99.txt NEWS RELEASE DATED MAY 1, 2003 EXHIBIT 99 [CMS ENERGY LOGO] NEWS RELEASE CMS ENERGY'S PRINCIPAL SUBSIDIARY, CONSUMERS ENERGY, ISSUES $625 MILLION IN FIRST MORTGAGE BONDS DEARBORN, Mich., May 1, 2003 - CMS Energy (NYSE:CMS) announced today that its principal subsidiary, Consumers Energy, has issued $625 million of first mortgage bonds in a private offering to institutional investors in two separate series. Net proceeds to Consumers Energy were approximately $619 million and were used today to redeem $250 million of senior notes due in 2008. The remaining proceeds will be used for general corporate purposes that may include paying down additional debt. Series A was $250 million of 4.25 percent coupon bonds due in April 2008. Series B was $375 million of 5.375 percent coupon bonds due in April 2013. Lead managers were Banc One Capital Markets, Inc. and Barclays Capital. Co-managers included JPMorgan, Comerica Securities and Wachovia Securities. "We are pleased with the strong response to this bond offering. The high level of interest indicates that investors are beginning to recognize the progress we are making with our back-to-basics strategy," said Thomas J. Webb, CMS Energy's executive vice president and chief financial officer. CMS Energy Corporation is an integrated energy company, which has as its primary business operations an electric and natural gas utility, natural gas pipeline systems, and independent power generation. # # # For more information on CMS Energy, please visit our web site at: www.cmsenergy.com/ Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395 Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590 -----END PRIVACY-ENHANCED MESSAGE-----