FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 21, 2003
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
1-9513 CMS ENERGY CORPORATION 38-2726431
(A MICHIGAN CORPORATION)
FAIRLANE PLAZA SOUTH, SUITE 1100
330 TOWN CENTER DRIVE
DEARBORN, MICHIGAN 48126
(313) 436-9261
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
ITEM 5. OTHER EVENTS
CMS ENTERPRISES COMPANY REVOLVING CREDIT FACILITY
On April 21, 2003, CMS Enterprises Company ("CMS Enterprises") entered into a
revolving credit facility in the amount of $75 million. The maturity date of
this facility is April 30, 2004. The facility is being arranged by Citibank, NA
at a total annual cost to CMS Energy Corporation ("CMS Energy") of approximately
ten percent, which includes the initial commitment fee. Proceeds from this loan
will be used for general corporate purposes. Any proceeds of equity issuances by
CMS Energy and its subsidiaries or any asset sales and debt issuances by CMS
Energy or its subsidiaries, other than Consumers Energy Company ("Consumers"),
are required to be used to prepay this facility. It is expected that proceeds
from the Panhandle Eastern Pipe Line Company sale will be used to prepay this
facility. This facility is guaranteed by CMS Energy, whose guaranty is secured
by the common stock of Consumers and CMS Enterprises.
CONSUMERS FIRST MORTGAGE BONDS
On April 30, 2003, Consumers issued two series of First Mortgage Bonds. The $250
million Series A Bonds will mature on April 15, 2008 and will bear interest at
the rate of 4.25%. The $375 million Series B Bonds will mature on April 15, 2013
and will bear interest at the rate of 5.375%. Proceeds to Consumers after
underwriters' discounts are approximately $247.9 million and $370.7 million,
respectively. Net proceeds will be used to redeem on May 1, 2003 $250 million of
Senior Notes due 2008, to pay an associated $32 million option call payment, and
for general corporate purposes that may include paying down additional debt.
The news release issued in connection with the issuance of the First Mortgage
Bonds is filed herewith as Exhibit 99 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99. CMS Energy's News Release dated May 1, 2003
This Form 8-K and the News Release contain "forward-looking statements", within
the meaning of the safe harbor provisions of the federal securities laws. The
"forward-looking statements" are subject to risks and uncertainties. They should
be read in conjunction with the "CMS ENERGY FORWARD-LOOKING STATEMENTS,
CAUTIONARY FACTORS AND UNCERTAINTIES" found in Item 1 of CMS Energy's Form 10-K
for the Fiscal Year Ended December 31, 2002 and the "CONSUMERS FORWARD-LOOKING
STATEMENTS, CAUTIONARY FACTORS AND UNCERTAINTIES" found in Item 1 of Consumers'
Form 10-K for the Fiscal Year Ended December 31, 2002 (both incorporated herein
by reference), that discuss important factors that could cause CMS Energy's and
Consumers' results to differ materially from those anticipated in such
statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
CMS ENERGY CORPORATION
Dated: May 1, 2003
By: /s/ S. Kinnie Smith, Jr.
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S. Kinnie Smith, Jr.
Vice Chairman of the Board
and General Counsel
CONSUMERS ENERGY COMPANY
Dated: May 1, 2003
By: /s/ S. Kinnie Smith, Jr.
-----------------------------
S. Kinnie Smith, Jr.
Vice Chairman of the Board
Exhibit Index
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99 CMS Energy's News Release dated May 1, 2003