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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) OCTOBER 24, 2003
COMMISSION REGISTRANT; STATE OF INCORPORATION; IRS EMPLOYER
FILE NUMBER ADDRESS; AND TELEPHONE NUMBER IDENTIFICATION NO.
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1-9513 CMS ENERGY CORPORATION 38-2726431
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
1-5611 CONSUMERS ENERGY COMPANY 38-0442310
(A MICHIGAN CORPORATION)
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-0550
ITEM 5. OTHER EVENTS
On October 24, 2003, CMS Energy Corporation ("CMS Energy") issued a news release
that the CMS Energy Board of Directors announced a new compensation package for
Ken Whipple, Chief Executive Officer of CMS Energy and Consumers Energy Company.
This compensation package is embodied in an Amended and Restated Employment
Agreement between Mr. Whipple and CMS Energy. Copies of the news release and the
Amended and Restated Employment Agreement are attached as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
10. First Amended and Restated Employment Agreement by and between CMS
Energy and Kenneth Whipple
99. CMS Energy's News Release dated October 24, 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/A filed on July 1, 2003 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: October 24, 2003
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer
CONSUMERS ENERGY COMPANY
Dated: October 24, 2003
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NO.
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10. First Amended and Restated Employment Agreement by and between
CMS Energy and Kenneth Whipple
99. CMS Energy's News Release dated October 24, 2003