-----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, AfMMk575sIpeWDzKKzR5UTz+hMhEf/qxYeSWLvkNBHKls2gac/BwuSKQ2RITXIHt S3mzjiC/A2CmEepON5T/hQ== /in/edgar/work/0000950124-00-006157/0000950124-00-006157.txt : 20001023 0000950124-00-006157.hdr.sgml : 20001023 ACCESSION NUMBER: 0000950124-00-006157 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY CORP CENTRAL INDEX KEY: 0000811156 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 382726431 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-68937 FILM NUMBER: 743019 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: CMS ENERGY TRUST II CENTRAL INDEX KEY: 0001039926 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-68937-01 FILM NUMBER: 743020 BUSINESS ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH STREET 2: SUITE 1100 CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369200 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH STREET 2: SUITE 1100 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CMS ENERGY TRUST III CENTRAL INDEX KEY: 0001075187 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-68937-02 FILM NUMBER: 743021 BUSINESS ADDRESS: STREET 1: C/O CMS ENERGY CORP STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369200 MAIL ADDRESS: STREET 1: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 POS AM 1 k57972aposam.txt POST-EFFECTIVE AMENDMENT NO. 1 1 As filed with the Securities and Exchange Commission on October 20, 2000 Registration No. 333-48276 333-48276-01 333-48276-02 SECURITIES AND EXCHANGE COMMISSION ================================================================================ Washington, D.C. 20549 to Post - Effective Amendment No. 1 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) Revised 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)(b) Consent of Arthur Andersen LLP. * Previously Filed 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 Post Effective Amendment No.1 to 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 20th 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 Post Effective Amendment No.1 to 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 20, 2000 /s/ William T. McCormick, Jr. Chief Executive Officer - -------------------------------- and Director (William T. McCormick, Jr.) (ii) Principal financial officer: Senior Vice President, October 20, 2000 /s/ Alan M. Wright Chief Financial Officer - -------------------------------- and Treasurer (Alan M. Wright) (iii) Controller or principal accounting officer: Senior Vice President, Controller October 20, 2000 /s/ Preston D. Hopper and Chief Accounting Officer - --------------------------------- (Preston D. Hopper)
II-2 5 * October 20, 2000 - ---------------------------------------- (John M. Deutch) Director * October 20, 2000 - ---------------------------------------- (James J. Duderstadt) Director * October 20, 2000 - ---------------------------------------- (Kathleen R. Flaherty) Director * October 20, 2000 - ----------------------------------------- (Victor J. Fryling) Director * October 20, 2000 - ----------------------------------------- (Earl D. Holton) Director * October 20, 2000 - ------------------------------------------- (William U. Parfet) Director * October 20, 2000 - --------------------------------------------- (Percy A. Pierre) Director * October 20, 2000 - ------------------------------------------- (Kenneth Whipple) Director * October 20, 2000 - -------------------------------------------- (John B. Yasinsky) Director *By /s Alan M. Wright October 20, 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 Post Effective Amendment No. 1 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 20th 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 Post Effective Amendment No. 1 to 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 20th 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) Revised 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)(b) Consent of Arthur Andersen LLP. * Previously Filed EX-5 2 k57972aex5.txt REVISED OPINION OF MICHAEL D. VAN HEMERT 1 EXHIBIT 5 October 19, 2000 CMS Energy Corporation Fairlane Plaza South 330 Town Center Drive Suite 1100 Dearborn, MI 48126 RE: CMS Energy Corporation - Common Stock Registration Statement Form S-3 Ladies and Gentlemen: I refer to the Registration Statement on Form S-3 (the "Registration Statement") being filed by CMS Energy Corporation (the "Company") with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of $51,625,000 of Common Stock, $.01 per share, of the Company (the "Common Stock"). In rendering this opinion, I have examined and relied upon a copy of the Registration Statement. I have also examined, or have arranged for the examination by an attorney or attorneys under my general supervision, originals, or copies of originals certified to my satisfaction, of such agreements, documents, certificates and other statements of governmental officials and other instruments, and have examined such questions of law and have satisfied myself as to such matters of fact as I have considered relevant and necessary as a basis for this opinion. I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to me for examination. Based on the foregoing, it is my opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Michigan. 2. The Company has the corporate power and authority to authorize and sell the Common Stock. 3. The Common Stock will be legally issued, fully paid and non-assessable when (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) the Company's Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of the Common Stock as contemplated by the Registration Statement; and (iii) certificates representing the Common Stock shall have been duly executed, countersigned and registered, and duly delivered to the purchaser thereof against payment of the agreed consideration therefor. For purposes of this opinion, I have assumed that there will be no changes in the laws currently applicable to the Company and that such laws will be the only laws applicable to the Company. I do not find it necessary for the purposes of this opinion to cover, and accordingly I express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Common Stock. I am a member of the bar of the State of Michigan and I express no opinion as to the laws of any jurisdiction other than the State of Michigan and the federal law of the United States of America. I hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form S-3 relating to the Common Stock and to all references to me included in or made a part of the Registration Statement. Very truly yours, /s/ Michael D. VanHemert ------------------------ Michael D. VanHemert EX-23.B 3 k57972aex23-b.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT (23)(b) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated February 4, 2000 included or incorporated by reference in CMS Energy Corporation's Form 10-K for the year ended December 31, 2000, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Detroit, Michigan, October 13, 2000 -----END PRIVACY-ENHANCED MESSAGE-----