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) October 7, 2008
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Commission
File Number
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Registrant; State of Incorporation;
Address; and Telephone Number
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IRS Employer
Identification No. |
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1-9513
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CMS ENERGY CORPORATION
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38-2726431 |
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(A Michigan Corporation) |
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One Energy Plaza |
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Jackson, Michigan 49201 |
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(517) 788-0550 |
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1-5611
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CONSUMERS ENERGY COMPANY
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38-0442310 |
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(A Michigan Corporation) |
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One Energy Plaza |
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Jackson, Michigan 49201 |
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(517) 788-0550 |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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Item 7.01 |
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Regulation FD Disclosure. |
CMS Energy Corporations (CMS Energy) management team will provide a business and financial
outlook for the company at an investor meeting on Thursday, October 9, 2008. A copy of the CMS
Energy Slide Presentation is furnished as Exhibit 99.1 to this report. Please note, Slide 15
reflects the liquidity positions of CMS Energy and Consumers Energy Company (Consumers Energy).
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on
Form 8-K, Item 7.01, including Exhibit 99.1, shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
(d) Exhibits.
99.1 |
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Slide Presentation of CMS Energy dated October 9, 2007. |
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Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet
Arrangement of a Registrant. |
As of October 7, 2008, CMS Energy has recently either drawn or sent notice to draw in the aggregate
$420 million in principal amount under its existing $550 million secured revolving credit facility
(the Revolving Facility), so that CMS Energy would have cash on hand if investors tendered their
convertible securities and other general corporate purposes. At this time, Consumers Energy, CMS
Energys principal subsidiary, does not plan to make any draws on its revolving credit facility.
For additional information about the Revolving Facility, including a description of maturity,
interest rates, guarantees, collateral, and covenants, see the Revolving Facility, filed as Exhibit
10.2 to Form 8-K filed with the SEC on April 3, 2007 and incorporated by reference herein. See
also, the Assumption and Acceptance filed as Exhibit 10.1 to Form 8-K filed on January 11, 2008 and
incorporated herein by reference.
This Form 8-K contains 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 INFORMATION and RISK FACTORS
each found in the MANAGEMENTS DISCUSSION AND ANALYSIS sections of CMS Energys Form 10-K and
Consumers Energys Form 10-K each for the Year Ended December 31, 2007 and as updated in CMS
Energys and Consumers Energys Forms 10-Q for the Quarters Ended March 31, 2008 and June 30, 2008.
CMS Energys and Consumers Energys FORWARD-LOOKING STATEMENTS AND INFORMATION