S-3MEF 1 k57972s-3mef.txt REGISTRATION S-3 1 As filed with the Securities and Exchange Commission on October 19, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION ================================================================================ Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------------- CMS ENERGY CORPORATION CMS ENERGY TRUST II CMS ENERGY TRUST III (Exact name of registrant (Exact name of registrant (Exact name of registrant as specified in its charter) As specified in its charter) as specified in its charter) MICHIGAN DELAWARE DELAWARE (State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) incorporation or organization) 38-2726431 52-6863512 TO BE APPLIED FOR (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) FAIRLANE PLAZA SOUTH, SUITE 1100 ALAN M. WRIGHT ALAN M. WRIGHT 330 TOWN CENTER DRIVE SENIOR VICE PRESIDENT AND SENIOR VICE PRESIDENT AND DEARBORN, MICHIGAN 48126 CHIEF FINANCIAL OFFICER CHIEF FINANCIAL OFFICER (313) 436-9200 FAIRLANE PLAZA SOUTH, SUITE 1100 FAIRLANE PLAZA SOUTH, SUITE 1100 (Address, including zip code, and 330 TOWN CENTER DRIVE 330 TOWN CENTER DRIVE telephone number, including area DEARBORN, MICHIGAN 48126 DEARBORN, MICHIGAN 48126 code, of registrant's principal (313) 436-9200 (313) 436-9200 executive offices) (Name, address, including zip (Name, address, including zip code, and telephone number, code, and telephone number, including area code, of agent including area code, of agent for service) for service)
------------------- It is respectfully requested that the Commission send copies of all notices, orders and communications to: MICHAEL D. VANHEMERT, ESQ. CMS ENERGY CORPORATION FAIRLANE PLAZA SOUTH 330 TOWN CENTER DRIVE, SUITE 1100 DEARBORN, MICHIGAN 48126 (313) 436-9602 ------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. ------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: |_| 2 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| Registration No. 333-68937 and 333-68937-01, 333-68937-02, and the related Prospectus Supplement dated October 16, 2000 filed pursuant to Rule 424(b)(5) on October 18, 2000. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933. CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------- Title of each class Amount Proposed Proposed Amount of securities to be to be maximum offering maximum registration registered registered (1) price per unit (1) aggregate fee (1) offering price (1) -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 1,827,434 shares $ 28.25 $ 51,625,000 $ 13,629.00 --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee; the maximum aggregate offering price is the amount by which the proceeds of an October 16, 2000 offering of common stock exceeded the amount registered under Registration No. 333-68937, 333-68937-01 and 333-678937-02. ================================================================================ 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE PURSUANT TO GENERAL INSTRUCTION IV OF FORM S-3 In accordance with the provisions of General Instruction IV of Form S-3, CMS Energy Corporation ("CMS Energy") hereby incorporates by reference the contents of CMS Energy's Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-68937, 333-68937-01 and 333-6893702) filed with the Securities and Exchange Commission on May 7, 1999, which Registration Statement was declared effective on May 7, 1999. The additional securities registered hereunder relate to the Prospectus Supplement dated October 16, 2000 filed pursuant to Rule 424(b)(5) on October 18, 2000. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS All Exhibits filed with the Registration Statement on Form S-3, as amended (File No. 333-68937, 333-68937-01 and 333-68937-02), are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following, which are filed herewith: Exhibit No. Description (4) Tenth Supplemental Indenture dated as of October 12, 2000 between CMS Energy Corporation and Bank One Trust Company, N.A., as Trustee. (5) Opinion of Michael D. Van Hemert, Assistant General Counsel for CMS Energy. (23)(a) Consent of Michael D. Van Hemert, Assistant General Counsel for CMS Energy (included in Exhibit (5) above. (23)(c) Consent of Arthur Andersen LLP. II-1 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, and State of Michigan, on the 19th day of October, 2000. CMS ENERGY CORPORATION By /s/ Alan M. Wright -------------------------- Alan M. Wright Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in their respective capacities as officers and/or directors of CMS Energy Corporation and on the dates indicated.
Name Title Date ---- ----- ---- (i) Principal executive officer Chairman of the Board, October 19, 2000 /s/ William T. McCormick, Jr. Chief Executive Officer -------------------------------- and Director (William T. McCormick, Jr.) (ii) Principal financial officer: Senior Vice President, October 19, 2000 /s/ Alan M. Wright Chief Financial Officer -------------------------------- and Treasurer (Alan M. Wright) (iii) Controller or principal accounting officer: Senior Vice President, Controller October 19, 2000 /s/ Preston D. Hopper and Chief Accounting Officer --------------------------------- (Preston D. Hopper)
II-2 5 * October 19, 2000 ---------------------------------------- (John M. Deutch) Director * October 19, 2000 ---------------------------------------- (James J. Duderstadt) Director * October 19, 2000 ---------------------------------------- (Kathleen R. Flaherty) Director * October 19, 2000 ----------------------------------------- (Victor J. Fryling) Director * October 19, 2000 ----------------------------------------- (Earl D. Holton) Director * October 19, 2000 ------------------------------------------- (William U. Parfet) Director * October 19, 2000 --------------------------------------------- (Percy A. Pierre) Director * October 19, 2000 ------------------------------------------- (Kenneth Whipple) Director * October 19, 2000 -------------------------------------------- (John B. Yasinsky) Director *By /s Alan M. Wright October 19, 2000 ------------------------------ (Alan M. Wright) Attorney-in-fact
II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, CMS Energy Trust II certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on the 19th day of October, 2000. CMS ENERGY TRUST II By /s/ Alan M. Wright ----------------------------- Alan M. Wright, Trustee By /s/ Thomas A. McNish ----------------------------- Thomas A. McNish, Trustee II-4 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, CMS Energy Trust III certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Form S-3 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on the 19th day of October, 2000. CMS ENERGY TRUST III By /s/ Alan M. Wright -------------------------------- Alan M. Wright, Trustee By /s/ Thomas A. McNish -------------------------------- Thomas A. McNish, Trustee II-5 8 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CMS ENERGY CORPORATION CMS ENERGY TRUST I CMS ENERGY TRUST II CMS ENERGY TRUST III EXHIBITS ================================================================================ 9 EXHIBIT INDEX Exhibit No. Description (4) Tenth Supplemental Indenture dated as of October 12, 2000 between CMS Energy Corporation and Bank One Trust Company, N.A., as Trustee. (5) Opinion of Michael D. Van Hemert, Assistant General Counsel for CMS Energy. (23)(a) Consent of Michael D. Van Hemert, Assistant General Counsel for CMS Energy (included in Exhibit (5) above. (23)(c) Consent of Arthur Andersen LLP.