-----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, HyxCNNtE8fGNM/j1vJwX91DbxK+xw7eoqD8TUyQ+DgzoRJ3YVSKutAo9zG21Mhr9 3MII10mmtFqVvYF04Z7O8g== 0000950124-99-003828.txt : 19990621 0000950124-99-003828.hdr.sgml : 19990621 ACCESSION NUMBER: 0000950124-99-003828 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 2 333-75805 FILED AS OF DATE: 19990618 EFFECTIVENESS DATE: 19990618 FILER: 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-81047 FILM NUMBER: 99648768 BUSINESS ADDRESS: STREET 1: FAIRLANE PLZ SOUTH STE 1100 STREET 2: 330 TOWN CENTER DR CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3134369200 MAIL ADDRESS: STREET 1: FAIRLANE PLAZA SOUTH, SUITE 1100 STREET 2: 330 TOWN CENTER DRIVE CITY: DEARBORN STATE: MI ZIP: 48126 S-3MEF 1 FORM S-3MEF 1 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 (Exact name of registrant as specified in its charter) MICHIGAN 38-2726431 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) ALAN M. WRIGHT SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER FAIRLANE PLAZA SOUTH CMS ENERGY CORPORATION 330 TOWN CENTER DRIVE, SUITE 1100 FAIRLANE PLAZA SOUTH DEARBORN, MICHIGAN 48126 330 Town Center Drive, Suite 1100 (313) 436-9200 Dearborn, Michigan 48126 (Address, including zip code, and telephone number. (313) 436-9200 including, area code, of registrant's principal offices) (Name, address, including zip code, and telephone number, including area code, of agent for service)
------------------------- It is respectfully requested that the Commission send copies of all notices, orders and communications to: MICHAEL D. VAN HEMERT, ESQ. ASSISTANT GENERAL COUNSEL 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: [ ] 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. 333-75805. 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. [ ] CALCULATION OF REGISTRATION FEE
================================================================================================================================= TITLE OF EACH CLASS OF PROPOSED PROPOSED SECURITIES TO BE REGISTERED AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF REGISTERED (1) PRICE PER SECURITY (1) OFFERING PRICE (1) REGISTRATION FEE (1) - --------------------------------------------------------------------------------------------------------------------------------- Senior Debt Securities $25,000,000 100% $25,000,000 $6,950 =================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee; the maximum aggregate offering price is the amount by which the proceeds of a June 22, 1999 offering of Common Stock exceeded the amount registered under Registration No. 333-75805. This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933. 2 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 Registration Statement on Form S-3 (Registration No. 333-75805) filed with the Securities and Exchange Commission on April 7, 1999, which Registration Statement was declared effective on April 20, 1999. PART II. INFORMATION NOT REQUIRED IN PROSPECTUS All Exhibits filed with the Registration Statement on Form S-3 (File No. 333-75805), are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following, which are filed herewith:
EXHIBIT NO, DESCRIPTION - ----------- ----------- (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.)
-1- 3 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 June 18, 1999. CMS ENERGY CORPORATION By: /s/ A. 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 the capacities and on June 18, 1999.
NAME TITLE ---- ----- (i) Principal executive officer: /s/ William T. McCormick, Jr. Chairman of the Board, Chief Executive Officer ------------------------------------------- and Director William T. McCormick, Jr. (ii) Principal financial officer: /s/ A. M. Wright Senior Vice President and Chief Financial Officer ------------------------------------------- Alan M. Wright (iii) /s/ P.D. Hopper Senior Vice President, Controller and ------------------------------------------- Chief Accounting Officer Preston D. Hopper * Director ------------------------------------------- (John M. Deutch) * Director ------------------------------------------- (James J. Duderstadt) * Director ------------------------------------------- (Kathleen R. Flaherty * Director ------------------------------------------- (Victor J. Fryling) * Director ------------------------------------------- (Earl D. Holton)
-2- 4
NAME TITLE ---- ----- * Director ------------------------------------------- (William U. Parfet) * Director ------------------------------------------- (Percy A. Pierre) * Director ------------------------------------------- (Kenneth L. Way) * Director ------------------------------------------- (Kenneth Whipple) * Director ------------------------------------------- (John B. Yasinsky)
By: /s/ A.M. Wright ------------------------------------------- Alan M. Wright Attorney-in-Fact -3- 5 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CMS ENERGY CORPORATION EXHIBITS ================================================================================ 6 EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- (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.)
EX-5 2 OPINION OF CMS 1 EXHIBIT 5 June 18, 1999 CMS Energy Corporation Fairlane Plaza South 330 Town Center Drive Suite 1100 Dearborn, MI 48126 Ladies and Gentlemen: I am the Assistant General Counsel of CMS Energy Corporation, a Michigan corporation ("CMS Energy" or the "Company"), and have acted as such in connection with the Registration Statement on Form S-3 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the additional registration of $25 million aggregate principal amount of CMS Energy Unsecured Senior Debt Securities ("Debt Securities"). The offered securities are sometimes referred to as the "Securities." Capitalized terms not otherwise defined herein have the respective meanings specified in the Registration Statement. 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. 2 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 Debt Securities pursuant to the Indenture dated September 15, 1992, as supplemented, between the Company and NBD Bank, as trustee (the "Indenture"). 3. The Debt Securities will be legally issued and binding obligations of the company (except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law) when: (i) the Registration Statement, as finally amended (including any necessary post-effective amendments), shall have become effective under the Securities Act and the Indenture (including any necessary supplemental indentures) shall have been qualified under the Trust Indenture Act of 1939, as amended, and duly executed and delivered by the Company and the Trustee; (ii) an appropriate Prospectus Supplement with respect to the Debt Securities shall have been filed with the Commission pursuant to Rule 424 under the Securities Act; (iii) 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 Debt Securities as contemplated by the Registration Statement and the Indenture; and (iv) the supplemental Indenture under which the Debt Securities are to be issued has been duly authorized, executed and delivered, and the Debt Securities shall have been duly executed and authenticated as provided in the Indenture and such resolutions, and shall have been duly delivered to the purchasers 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. 3 3 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 Securities. 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 Securities and to all references to me included in or made a part of the Registration Statement. Very truly yours, /s/ Michael D. Van Hemert ------------------------- Michael D. Van Hemert -----END PRIVACY-ENHANCED MESSAGE-----