8-KCorporate ChangesExhibits & Filings

CMS ENERGY CORP 8-K Report, Bylaw Amendment (Dec 22, 2004)

Filed December 22, 2004For Securities:CMSCMS-PCCMSACMSCCMSD

Summary

CMS Energy Corporation filed an 8-K on December 22, 2004, to report an amendment to its Restated Articles of Incorporation, effective December 20, 2004. This amendment established a new series of preferred stock: the 4.50% Cumulative Convertible Preferred Stock, Series B, with a liquidation preference of $50 per share. The company authorized the issuance of 4,910,000 shares of this new preferred stock. This filing is a follow-up to a previous 8-K on November 9, 2004, detailing an exchange offer. CMS Energy announced the completion of this exchange on December 9, 2004, where all 4,910,000 shares of a similar, previously outstanding preferred stock series were tendered and exchanged for the new Series B preferred stock. This action effectively replaced the old preferred stock with the new Series B preferred stock.

Key Highlights

  • 1CMS Energy Corporation filed an 8-K on December 22, 2004, to report an amendment to its corporate structure.
  • 2Effective December 20, 2004, a new series of preferred stock, the 4.50% Cumulative Convertible Preferred Stock, Series B, was established.
  • 3The new Series B preferred stock has a liquidation preference of $50 per share.
  • 4The company authorized the issuance of 4,910,000 shares of the Series B preferred stock.
  • 5CMS Energy completed an exchange offer on December 9, 2004, where all 4,910,000 shares of a previously issued preferred stock were exchanged for the new Series B preferred stock.
  • 6This exchange effectively replaced an existing preferred stock series with the new Series B convertible preferred stock.

Frequently Asked Questions

The main purpose of this 8-K filing is to report that CMS Energy Corporation has amended its Restated Articles of Incorporation to create a new series of preferred stock, the 4.50% Cumulative Convertible Preferred Stock, Series B, and to announce the completion of an exchange offer for this new stock.

The new Series B preferred stock has a 4.50% cumulative dividend rate and a liquidation preference of $50 per share. It is also convertible, although the specific conversion terms are not detailed in this 8-K summary.

CMS Energy Corporation authorized the issuance of 4,910,000 shares of the 4.50% Cumulative Convertible Preferred Stock, Series B. All of these shares were issued as part of an exchange offer.

The exchange offer was completed successfully on December 9, 2004. Holders of 4,910,000 shares of a previously outstanding, similar series of preferred stock exchanged their shares for an equal number of shares of the new 4.50% Cumulative Convertible Preferred Stock, Series B.