-----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, NvZFcXRKKJfduxjeTpQWW6xRygxTKQwmGjYXdArQjYskGQM7x/rZeSFnzIp5vSMu T/Ff+2us7ADMNPfbWzBQeQ== 0000950124-99-005642.txt : 19991102 0000950124-99-005642.hdr.sgml : 19991102 ACCESSION NUMBER: 0000950124-99-005642 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS ENERGY CO CENTRAL INDEX KEY: 0000201533 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 380442310 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-05611 FILM NUMBER: 99738968 BUSINESS ADDRESS: STREET 1: 212 W MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177880550 MAIL ADDRESS: STREET 1: 212 W MICHIGAN AVE STREET 2: M 946 CITY: JACKSON STATE: MI ZIP: 49201 FORMER COMPANY: FORMER CONFORMED NAME: CONSUMERS POWER CO DATE OF NAME CHANGE: 19920703 8-A12B 1 FORM 8-A12B 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONSUMERS ENERGY COMPANY FINANCING III - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its Declaration of Trust) DELAWARE Applied for - -------------------------------------------------------------------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) c/o Consumers Energy Company 212 West Michigan Avenue Jackson, Michigan 49201 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) CONSUMERS ENERGY COMPANY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its Restated Articles of Incorporation) MICHIGAN 38-0442310 - -------------------------------------------------------------------------------- (State of Incorporation (I.R.S. Employer or Organization) Identification No.) 212 West Michigan Avenue Jackson, Michigan 49201 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2), please check the following box. [ ] 2 Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which to be so registered each class to be registered ------------------- --------------------------- Consumers Energy Company Financing III The New York Stock Exchange, 9.250% Trust Originated Preferred Securities Inc. (and the Guarantee by Consumers Energy Company with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act: NONE - -------------------------------------------------------------------------------- (Title of Class) 3 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The securities to be registered hereby are 9.250% Trust Originated Preferred Securities (the "Preferred Securities"), of Consumers Energy Company Financing III ("CECo Financing III"), a Delaware business trust. The Preferred Securities represent undivided beneficial interests in the assets of CECo Financing III and are guaranteed by Consumers Energy Company ("Consumers"), a Michigan corporation, to the extent set forth in the form of the Preferred Securities Guarantee Agreement by Consumers to The Bank of New York, as Preferred Guarantee Trustee (the "Guarantee"). The Guarantee is incorporated by reference to Exhibit (4)(m) to the Registration Statement on Form S-3 of CECo Financing III and Consumers and the Amendment No. 1 on Form S-3/A to the Registration Statement on Form S-3 (collectively, the Registration Statement on Form S-3 and the Amendment No. 1 to the Registration Statement on Form S-3, referred to herein as the "Registration Statement") (Registration Nos. 33-89363 and 333-89363-01) filed with the Securities and Exchange Commission on October 20, 1999, and October 22, 1999, respectively. The particular terms of the Preferred Securities and the Guarantee are described in the Prospectus and the Prospectus Supplement which form a part of the Registration Statement. The Prospectus, the Prospectus Supplement and the form of Guarantee are incorporated by reference herein as set forth in Item 2 below. ITEM 2. EXHIBITS
EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING - ------ -------------------------------- (4)-1 Certificate of Trust of Consumers Energy Filed as Exhibit (4)(g) to Registration Company Financing III Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333- 89363-01). (4)-2 Form of Amended and Restated Filed as Exhibit (4)(i) to Registration Declaration of Trust Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)-3 Indenture between Consumers Energy Filed as Exhibit (4)(b) to Consumers Energy Company and The Bank of New York Company's Form 10-K for the fiscal year dated as of January 1, 1996 (Designated ended December 31, 1995, File No. 1-5611. in Consumers Energy Company's Form 10-K for the fiscal year ended December 31, 1995, File No. 1-5611, as Exhibit 4(b)).
4 (4)-4 Form of Third Supplemental Indenture to Filed as Exhibit (4)(j) to Registration Subordinated Debt Securities Indenture Statement of Consumers Energy Company to be used in connection with the and Consumers Energy Company issuance of Subordinated Debt Securities Financing III (Reg. Nos. 333-89363 and 333-and Preferred Securities. 89363-01). (4)-5 Form of Preferred Security (contained Filed as Exhibit (4)(l) to Registration in the Form of Amended and Restated Statement of Consumers Energy Company Declaration of Trust of Consumers and Consumers Energy Company Energy Company Financing III) Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)-6 Form of Subordinated Debt Security Filed as Exhibit (4)(k) to Registration (contained in the Form of Third Statement of Consumers Energy Company Supplemental Indenture) and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333- 89363-01). (4)-7 Form of Guarantee Agreement with Filed as Exhibit (4)(m) to Registration respect to the Preferred Securities Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333- 89363-01). (99)(a) The Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (99)(b) The Preliminary Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01).
4 5 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Act of 1934, each of the Registrants has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized. CONSUMERS ENERGY COMPANY FINANCING III By: /s/ Alan M. Wright -------------------------------------- Alan M. Wright, Trustee By: /s/ Thomas A. McNish -------------------------------------- Thomas A. McNish, Trustee CONSUMERS ENERGY COMPANY By: /s/ Thomas A. McNish -------------------------------------- Name: Thomas A. McNish Title: Vice President and Secretary November 1, 1999 5 6 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-A CONSUMERS ENERGY COMPANY CONSUMERS ENERGY COMPANY FINANCING III EXHIBITS ================================================================================ 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION AND METHOD OF Filing - ------ -------------------------------- (4)-1 Certificate of Trust of Consumers Energy Filed as Exhibit (4)(g) to Registration Company Financing III Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)-2 Form of Amended and Restated Filed as Exhibit (4)(i) to Registration Declaration of Trust Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)-3 Indenture between Consumers Energy Filed as Exhibit (4)(b) to Consumers Company and The Bank of New York Energy Company's Form 10-K for the dated as of January 1, 1996 (Designated fiscal year ended December 31, 1995, in Consumers Energy Company's Form 10-K File No. 1-5611. for the fiscal year ended December 31, 1995, File No. 1-5611, as Exhibit 4(b)). (4)-4 Form of Third Supplemental Indenture to Filed as Exhibit (4)(j) to Registration Subordinated Debt Securities Indenture Statement of Consumers Energy to be used in connection with the Company and Consumers Energy issuance of Subordinated Debt Securities Company Financing III (Reg. Nos. and Preferred Securities. 333-89363 and 333-89363-01). (4)-5 Form of Preferred Security (contained Filed as Exhibit (4)(l) to Registration in the Form of Amended and Restated Statement of Consumers Energy Declaration of Trust of Consumers Company and Consumers Energy Energy Company Financing III) Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)-6 Form of Subordinated Debt Security Filed as Exhibit (4)(k) to Registration (contained in the Form of Third Statement of Consumers Energy Supplemental Indenture) Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (4)-7 Form of Guarantee Agreement with Filed as Exhibit (4)(m) to Registration respect to the Preferred Securities Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333- 89363-01).
8 (99)(a) The Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01). (99)(b) The Preliminary Prospectus Filed as part of the Registration Statement of Consumers Energy Company and Consumers Energy Company Financing III (Reg. Nos. 333-89363 and 333-89363-01).
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