-----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, WF1NOFaTRuMbXsHyoMK0SXnyoPw089b0M8aFcL6shW0X9A1HElFGirUsUIXA2h0U uq7hAcGX1MkOufPNLrmvsw== 0000950124-99-003988.txt : 19990630 0000950124-99-003988.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950124-99-003988 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990629 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: 8-A12B SEC ACT: SEC FILE NUMBER: 001-09513 FILM NUMBER: 99655651 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 8-A12B 1 FORM 8-A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 --------------------------- CMS Energy Corporation ---------------------------- (Exact name of registrant as specified in its charter) Michigan ---------------------------- (State of incorporation or organization of registrant) 38-2726431 ---------------------------- (I.R.S. Employer Identification No.) Fairlane Plaza South, Suite 1100 330 Town Center Drive Dearborn, Michigan ----------------------------------------------------------- (Address of principal executive offices of each registrant) 48126 ------------------- (Zip Code) 2 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ Adjustable Convertible Trust Security New York Stock Exchange unit If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ X ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-68937, 333-68937-01 and 333-68937-02 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: None 2 3 Item 1. Description of Registrant's Securities to be Registered. The description of the Registrant's Adjustable Convertible Trust Security units (the "Units") to be registered hereunder is incorporated herein by reference to the description included under the caption "Description of the Units" in the Registration Statement on Form S-3 of CMS Energy Corporation, CMS Energy Trust II and CMS Energy Trust III (Registration Nos. 333-68937, 333-68937-01 and 333-68937-02) (as the same may be amended from time to time the "Registration Statement"). For purposes of such description, any prospectus supplement relating to the Registration Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which purports to describe the Units shall be deemed to be incorporated herein by reference. Item 2. Exhibits. 1. Registration Statement on Form S-3 (Registration Nos. 333-68937, 333-68937-01 and 333-68937-02) filed with the Securities and Exchange Commission on December 15, 1998 by CMS Energy Corporation, CMS Energy Trust II and CMS Energy Trust III, as amended (the "Registration Statement"), is incorporated herein by reference. 2. Subordinated Debt Indenture (Designated in CMS Energy Corporation's Form 8-K dated June 1, 1997, File No. 1-9513, as Exhibit (4)(a)). 3. Form of Supplemental Indenture to be used with the Subordinated Debentures issued in connection with the Trust Preferred Securities (Designated in CMS Energy Corporation's Amendment No. 1 to Form S-3 Registration Statement filed June 13, 1997, File No. 333-27849, as Exhibit (4)(f)). 4. Form of Amended and Restated Trust Agreement of CMS Energy Trust II (Designated in CMS Energy Corporation's Amendment No. 1 to Form S-3 Registration Statement filed June 13, 1997, File No. 333-27849, as Exhibit (4)(i)). 5. Form of Trust Preferred Securities Guarantee Agreement of CMS Energy Trust II (Designated in CMS Energy Corporation's Amendment No. 1 to Form S-3 Registration Statement filed June 13, 1997, File No. 333- 27849, as Exhibit (4)(n)). 6. Form of Trust Preferred Security (incorporated herein by reference to Exhibit (4)(n) to the Registration Statement). 7. Form of Subordinated Debenture (incorporated herein by reference to Exhibit (4)(m) to the Registration Statement). 8. Form of Master Unit Agreement between CMS Energy Corporation and The Bank of New York, as Unit Agent (incorporated herein by reference to Exhibit 4(t) to CMS Energy Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 1999). 9. Form of Pledge Agreement among CMS Energy Corporation and The Chase Manhattan Bank, as Collateral Agent and The Bank of New York, as Unit Agent (incorporated herein by reference to Exhibit 4(u) to CMS Energy Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 1999). 3 4 10. Form of Normal Unit Certificate (incorporated herein by reference to Exhibit 4(t)(1) to CMS Energy Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 1999). 11. Form of Stripped Unit Certificate (incorporated by reference to Exhibit 4(t)(2) to CMS Energy Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 1999). 12. Form of Call Option Agreement between Donaldson, Lufkin & Jenrette Securities Corporation and The Bank Of New York, as Unit Agent and Attorney-In-Fact (incorporated by reference to Exhibit (4)(v) to CMS Energy Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 1999). 4 5 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. CMS ENERGY CORPORATION By:/s/ Thomas A. McNish --------------------------- Vice President and Secretary Dated: June 29, 1999 5 -----END PRIVACY-ENHANCED MESSAGE-----