8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 9, 2004

CMS Energy Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Michigan	001-09513	38-2726431
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Energy Plaza, Jackson, Michigan		49201
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 517-788-0550

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On November 9, 2004, CMS Energy Corporation ("CMS Energy") announced exchange offers for all of its outstanding 3.375% Convertible Senior Notes due 2023 and all of its outstanding 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share). Attached as exhibits hereto are a CMS Energy News Release as well as Offering Memoranda, which describe the exchange offers in detail.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

4.1 Offering Memorandum dated November 9, 2004 relating to the Exchange Offer for all Outstanding 3.375% Convertible Senior Notes due 2023 (incorporated by reference, previously filed as Exhibit 12(a)(1) to Schedule TO for 3.375% Convertible Senior Notes due 2023 filed November 9, 2004)

4.2 Offering Memorandum dated November 9, 2004 relating to the Exchange Offer for all Outstanding 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share) (incorporated by reference, previously filed as Exhibit 12(a)(1) to Schedule TO for 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share))

99.1 CMS Energy News Release dated November 9, 2004

This Form 8-K and the exhibits attached hereto contain “forward-looking statements” as defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule 175 of the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements are subject to risks and uncertainties. They should be read in conjunction with “FORWARD-LOOKING STATEMENTS AND RISK FACTORS” found in the MANAGEMENT’S DISCUSSION AND ANALYSIS section of CMS Energy’s Form 10-Q for the quarter ended September 30, 2004 (incorporated herein by reference), that discusses important factors that could cause CMS Energy’s results to differ materially from those anticipated in such statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CMS Energy Corporation
November 9, 2004	By:	Thomas J. Webb
		Name: Thomas J. Webb
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	CMS Energy News Release dated November 9, 2004

EX-99.1

CMS ENERGY ANNOUNCES EXCHANGE OFFERS
FOR CONVERTIBLE SENIOR NOTES
AND CONVERTIBLE PREFERED STOCK

JACKSON, Mich., Nov. 9, 2004 – CMS Energy (NYSE: CMS) announced today exchange offers for all of its outstanding 3.375 percent convertible senior notes due in 2023 and all of its outstanding 4.50 percent perpetual convertible preferred stock. The Company issued $150 million aggregate principal amount of the convertible senior notes and 5 million shares of the perpetual convertible preferred stock in 2003.

CMS Energy is making the exchange offers because of new accounting rules (EITF 04-8) adopted by the Financial Accounting Standards Board that go into effect Dec. 15, 2004. The new rules require companies to calculate diluted earnings per share by including contingent convertible securities as if they were converted to common shares at the time they were issued. Previously, companies would include the potential shares only when the conversion triggers were reached. CMS Energy believes the terms of the new notes and new preferred stock would eliminate most of that dilutive effect.

CMS Energy is offering the existing holders new notes and new preferred stock with a net share settlement feature, a change of control provision, and a cash exchange fee of $2.50 for each $1,000 principal amount of the old notes exchanged and $0.125 for each share of $50.00 of the old preferred stock exchanged.

The exchange offers will expire at 5 p.m. EST on Dec. 9, 2004, unless extended by CMS Energy. Holders should contact the information agent, Morrow & Co., Inc., for further information at:

Morrow & Co., Inc.
445 Park Avenue
5^th Floor
New York, N.Y. 10022
Phone: 800-607-0088
Fax: 212-754-8300
E-mail: cms.info@morrowco.com

This news release does not constitute an offer to sell or a solicitation of offers to buy new notes or new preferred stock or any other security of the company or its subsidiaries. Any such offer shall only be made pursuant to an effective registration statement pursuant to the Securities Act of 1933, as amended, and applicable state requirements or from an exemption from registration or those requirements provided by applicable laws.

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.

# # #

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include estimates and give our current expectations or forecasts of future events. Although we believe our forward-looking statements are reasonable, they can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.
Media Contacts: Jeff Holyfield, 517/788-2394 or Dan Bishop, 517/788-2395

Investment Analyst Contact: CMS Energy Investor Relations, 517/788-2590