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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) JANUARY 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)
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)
212 WEST MICHIGAN AVENUE
JACKSON, MICHIGAN
(517) 788-1030
1-2921 PANHANDLE EASTERN PIPE LINE 44-0382470
COMPANY
(A DELAWARE CORPORATION)
5444 WESTHEIMER ROAD, P.O. BOX 4967
HOUSTON, TEXAS 77210-4967
(713) 989-7000
ITEM 5. OTHER EVENTS
DIVIDEND SUSPENSION
On January 24, 2003, CMS Energy Corporation ("CMS Energy") announced that its
Board of Directors decided to suspend the common stock dividend to bolster its
ongoing financial improvement plan. CMS Energy expects the dividend suspension
will boost liquidity by more than $100 million in 2003.
PROGRESS ON FINANCIAL IMPROVEMENT PLAN
CMS Energy continues to focus on liquidity, with the goal of maintaining a
consolidated cash balance of approximately $400 million, split about equally
between CMS Energy and its principal subsidiary Consumers Energy Company
("Consumers Energy"). Executing the financial plan also eliminates the need for
CMS Energy to access the capital markets in 2003.
Financial plan milestones include:
- Selling or signing definitive agreements in 2002 for asset sales
totaling $3.6 billion, including debt assumed by the purchasers. That
total includes the $1.828 billion CMS Panhandle Companies sale, which
is targeted to close in the first quarter of 2003, subject to
regulatory approvals.
- Reducing debt by $800 million in 2002, including paying down $260
million in bank debt.
- Cutting planned capital expenditures in 2003 by about $350 million, or
39 percent, from 2002. This follows a $540 million reduction in 2002
from 2001 levels.
CMS Energy's aggressive asset sales program continues. It is in the process of
selling:
- The Centennial and Guardian pipelines;
- CMS Field Services;
- The wholesale electric "book" of CMS Marketing, Services and Trading;
and
- International distribution companies and selected power plants.
This Form 8-K contains "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 "Forward-Looking Statements and Risk Factors" in CMS
Energy's, Consumers Energy's and Panhandle Eastern Pipe Line Company's
("Panhandle") Form 10-Q for the Quarterly Period Ended September 30, 2002,
Management Discussion and Analysis (incorporated herein by reference) that
discuss important factors that could cause CMS Energy's, Consumers' and
Panhandles' results to differ materially from those anticipated in such
statements.
ITEM 7. EXHIBITS
99.1 Forward-Looking Statements and Risk Factors from CMS Energy's Management's
Discussion and Analysis included in CMS Energy's, Consumer's and Panhandles'
Form 10-Q for Quarterly Period Ended September 30, 2002.
99.2 Forward-Looking Statements and Risk Factors from Consumer's Management's
Discussion and Analysis included in CMS Energy's, Consumer's and Panhandles'
Form 10-Q for Quarterly Period Ended September 30, 2002.
99.3 Forward-Looking Statements and Risk Factors from Panhandles' Management's
Discussion and Analysis included in CMS Energy's, Consumer's and Panhandles'
Form 10-Q for Quarterly Period Ended September 30, 2002.
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: January 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: January 24, 2003
By: /s/ Thomas J. Webb
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Thomas J. Webb
Executive Vice President and Chief
Financial Officer
PANHANDLE EASTERN PIPE LINE
COMPANY
Dated: January 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. DESCRIPTION
99.1 Forward-Looking Statements and Risk Factors from CMS Energy's
Management's Discussion and Analysis included in CMS Energy's, Consumer's and
Panhandles' Form 10-Q for Quarterly Period Ended September 30, 2002.
99.2 Forward-Looking Statements and Risk Factors from Consumer's
Management's Discussion and Analysis included in CMS Energy's, Consumer's and
Panhandles' Form 10-Q for Quarterly Period Ended September 30, 2002.
99.3 Forward-Looking Statements and Risk Factors from Panhandles'
Management's Discussion and Analysis included in CMS Energy's, Consumer's and
Panhandles' Form 10-Q for Quarterly Period Ended September 30, 2002.