-----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, IMWcSwOhqHPrGBZ5tEhnNDOnJQZztZuGHgZWqJoc+9cI+eUZiHYlX7A1RhKCRajM dvV1qspa5kWuDq+uvH+TRg== 0000950124-04-006167.txt : 20041210 0000950124-04-006167.hdr.sgml : 20041210 20041210154827 ACCESSION NUMBER: 0000950124-04-006167 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39198 FILM NUMBER: 041196409 BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881031 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 BUSINESS PHONE: 5177881031 MAIL ADDRESS: STREET 1: ONE ENERGY PLAZA CITY: JACKSON STATE: MI ZIP: 49201 SC TO-I/A 1 k90414bsctoviza.txt AMENDMENT TO SCHEDULE TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE TO/A Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (AMENDMENT NO. 2) ---------- CMS ENERGY CORPORATION (Name of Subject Company (issuer)) CMS ENERGY CORPORATION (Name of Filing Persons) (Issuer) 4.50% CUMULATIVE CONVERTIBLE PREFERRED STOCK (LIQUIDATION PREFERENCE $50.00 PER SHARE) (Title of Class of Securities) 125896803 (CUSIP Number of Class of Securities) ROBERT C. SHROSBREE ASSISTANT GENERAL COUNSEL CMS ENERGY CORPORATION ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 (517) 768-7323 AND THOMAS J. WEBB EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER CMS ENERGY CORPORATION ONE ENERGY PLAZA JACKSON, MICHIGAN 49201 (517) 788-1030 (Name, address, and telephone numbers of persons authorized to receive notices on behalf of filing persons) CALCULATION OF FILING FEE TRANSACTION VALUATION * AMOUNT OF FILING FEE ** ----------------------- ----------------------- $250,000,000 $31,675.00 * For the purpose of calculating the filing fee only, this amount is based on the exchange for all 5,000,000 issued and outstanding shares of 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share) for 5,000,000 new shares of 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share). ** Previously paid. [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: ------------------------------- Form or Registration No.: ----------------------------- Filing Party: ----------------------------------------- Date Filed: ------------------------------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 9, 2004 and amended by Amendment No. 1 thereto filed on November 29, 2004 (as so amended, the "Schedule TO") by CMS Energy Corporation, a Michigan corporation ("CMS Energy"), relating to the offer to exchange (the "Exchange Offer") up to 5,000,000 shares of CMS Energy's 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share) (the "New Preferred Stock") for a like number of shares of CMS Energy's issued and outstanding 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share) (the "Old Preferred Stock") from the registered holders thereof upon the terms and subject to the conditions contained in the Offering Memorandum dated November 9, 2004 (the "Offering Memorandum") and the related Letter of Transmittal, which together, as each may be amended and supplemented from time to time, constitute the tender offer. This Amendment No. 2 is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended. Copies of the Offering Memorandum and the Letter of Transmittal were previously filed with the Schedule TO as Exhibits (12)(a)(1) and (12)(a)(2), respectively. The information in the Offering Memorandum and the Letter of Transmittal as amended or supplemented prior to the date hereof, is incorporated in this Amendment No. 2 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended and supplemented by adding the following information: On December 10, 2004, CMS Energy issued a press release announcing the results of the Exchange Offer, which expired on December 9, 2004. A copy of this press release is filed as Exhibit (12)(a)(7). ITEM 12. EXHIBITS. Item 12 of Schedule TO is hereby amended and supplemented by adding the following exhibit. (a)(7) Press Release, dated December 10, 2004. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Thomas J. Webb - -------------------------------- (Name) Thomas J. Webb (Title) Executive Vice President Chief Financial Officer December 10, 2004 - -------------------------------- (Date) 3 EX-99.(A)(7) 2 k90414bexv99wxayx7y.txt PRESS RELEASE, DATED DECEMBER 10, 2004 EXHIBIT (a)(7) (CMS ENERGY LOGO) NewsRelease - -------------------------------------------------------------------------------- CMS ENERGY ANNOUNCES RESULTS OF EXCHANGE OFFERS JACKSON, Mich., Dec. 10, 2004 - CMS Energy (NYSE: CMS) announced today the results of its offers to exchange up to $150 million in principal amount of its 3.375 percent convertible senior notes due in 2023 and 5 million shares of its 4.50 percent perpetual convertible preferred stock. The offers expired at 5 p.m. EST on Dec. 9, 2004. Approximately 84 percent, or $125.4 million, of the principal amount of the convertible senior notes was tendered for exchange. CMS Energy has accepted all tendered notes and in exchange will issue a like principal amount of new notes and pay a cash exchange fee of $2.50 for each $1,000 principal amount of the old notes exchanged. Approximately 98 percent, or 4.9 million shares, of the 4.50 percent perpetual convertible preferred stock was tendered for exchange. CMS Energy has accepted all tendered shares and in exchange will issue new preferred stock and pay a cash exchange fee of $0.125 for each $50 of old preferred stock exchanged. Morrow & Co., Inc., served as the information agent for the exchange offers. CMS Energy 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. # # # 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-----