8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 18, 2007

CMS Energy Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-09513	38-2726431
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Consumers Energy Company
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-05611	38-0442310
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

n/a
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 21, 2007, Consumers Energy Company ("Consumers"), a wholly owned subsidiary of CMS Energy Corporation ("CMS Energy"), announced that it had closed on its agreement to purchase 100% of the membership interests in Zeeland Power Company, L.L.C. ("Zeeland Power") which owns a 946 megawatt gas fired power plant (the "Zeeland Generating Plant") located in Zeeland, Michigan, from Broadway Gen Funding, LLC, an affiliate of the LS Power Group, for a base purchase price of $517 million.

See the News Release dated December 21, 2007, which is attached as Exhibit 99.1, for additional information.

Item 8.01 Other Events.

In an order issued on December 18, 2007, the Michigan Public Service Commission ("MPSC") found that Consumers' purchase of the Zeeland Generating Plant was reasonable and prudent, and the company should be permitted in the future to recover reasonable and prudent costs associated with purchasing, owning, operating, and maintaining the Zeeland Generating Plant. The MPSC also permitted Consumers to increase its retail rates to recover $69.5 million annually for costs related to the Zeeland Generating Plant. The MPSC also denied the company’s request for interim rate relief and deferred several other issues until the final phase of the case. The MPSC has not set a date for issuance of an order addressing final rate relief in this matter.

The order is available on the MPSC website at www.michigan.gov/mpsc.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Consumers Energy Company News Release dated December 21, 2007

This Form 8-K contains “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” each found in the MANAGEMENT’S DISCUSSION AND ANALYSIS sections of CMS Energy’s Form 10-K, Consumers’ Form 10-K for the Year Ended December 31, 2006 and a form 8-K filed June 4, 2007 amending CMS Energy’s 2006 financial statements to reflect certain discontinued operations resulting from certain recent asset sales, as well as updated in CMS Energy’s and Consumers’ Forms 10-Q for the Quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 (CMS Energy’s and Consumers’ “FORWARD-LOOKING STATEMENTS AND INFORMATION” and “RISK FACTORS” sections are 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CMS Energy Corporation
December 21, 2007	By:	Thomas J. Webb
		Name: Thomas J. Webb
		Title: Executive Vice President and Chief Financial Officer

	Consumers Energy Company
December 21, 2007	By:	Thomas J. Webb
		Name: Thomas J. Webb
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Consumers Energy Company News Release dated December 21, 2007

EX-99.1

CONSUMERS ENERGY CLOSES ON PURCHASE
OF 946 MEGAWATT NATURAL GAS POWER PLANT
TO HELP MEET GROWING CUSTOMER NEEDS

JACKSON, Mich., Dec. 21, 2007 – Consumers Energy has closed on the purchase of a 946 megawatt natural gas-fired power plant to help meet the growing power needs of its customers.

The utility purchased the Zeeland, Mich., plant from LS Power Group for about $517 million. Today’s close came after the Michigan Public Service Commission approved the acquisition on Tuesday.

Consumers Energy’s president and chief operating officer, John Russell, said the power plant purchase is a key part of the utility’s Balanced Energy Initiative, a comprehensive, 20-year plan to meet the needs of its 1.8 million electric customers.

“The typical residential customer is using 8 percent more electricity than a decade ago and customer peak demand hit record levels four months this year. We need to meet that growing customer demand for power with a balanced energy strategy,” Russell said.

“Buying this Zeeland plant will help us meet the needs of our customers in a cost effective way. It is part of our plan to invest $6 billion in Michigan’s energy resources and infrastructure over the next five years, primarily to implement the Balanced Energy Initiative and its aggressive targets for energy efficiency, demand management, and renewable energy.”

Russell pointed out that the utility’s rates today rank below the national average and it can make significant investments – creating jobs and boosting the state’s economy – and still keep its electric rates affordable.

The purchase of the Zeeland plant will help Consumers Energy meet the intermediate and peak demand needs of its customers, but Michigan still needs to build new baseload generating plants – the workhorses of electric supply – to serve rising customer demand in 2015 and beyond, Russell said, adding the state’s electric deregulation law must be repealed or significantly reformed for those plants to be built.

A package of legislation to update the state’s energy policy was introduced earlier this month in the Michigan House of Representatives.

“State lawmakers are facing a very clear choice,” Russell said. “They can act to clear the way for new plants to be built. If they act, Consumers Energy will be able to make significant investments in Michigan, create jobs, and be able to provide power to our customers at competitive prices for the long run. If they don’t act, our customers will be exposed to higher and more volatile prices.”

Russell added that the state’s 21^st Century Energy Plan, released earlier this year, projected that Michigan customers would pay $2 billion more for electricity if new baseload plants aren’t built in the state.

J.P. Morgan Securities Inc. served as Consumers Energy’s financial adviser for the Zeeland plant transaction.

Consumers Energy, the principal subsidiary of CMS Energy (NYSE: CMS), provides natural gas and electricity to nearly 6.5 million of Michigan’s 10 million residents in all 68 Lower Peninsula counties.

LS Power Group was founded in 1990 and is a fully integrated investment, development and asset management group of companies focused on the power industry.

# # #

For more information about Consumers Energy, visit our Website at www.consumersenergy.com

Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395

Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590