================================================================================
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 16, 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)
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
RESTATEMENT OF FINANCIAL STATEMENTS
As previously disclosed, CMS Energy Corporation, Consumers Energy Company and
Panhandle Eastern Pipe Line Company intended to file an amended Form 10-K for
each registrant for the fiscal year ended December 31, 2001 as a result of the
restatement of the consolidated financial statements for the fiscal years ended
December 31, 2001 and 2000 for each of CMS Energy, Consumers and Panhandle. In
addition, CMS Energy, Consumers and Panhandle intended to file amended Form
10-Q's for the quarters ended March 31, 2002, June 30, 2002 and September 30,
2002. Panhandle and Consumers each filed an amended Form 10-K for the fiscal
year ended December 31, 2001 on February 20, 2003 and February 21, 2003,
respectively. After consultation with the Securities and Exchange Commission,
CMS Energy will not file an amended Form 10-K for the fiscal year ended December
31, 2001; however, CMS Energy will file a Form 10-K for the fiscal year ended
December 31, 2002 that will include restated 2001 consolidated financial
statements. CMS Energy, Consumers Energy and Panhandle each will file an amended
Form 10-Q for the quarter ended September 30, 2002 that will include restated
financial information for the quarters ended March 31, 2002 and June 30, 2002.
SALE OF PANHANDLE
CMS Energy and Southern Union Company each filed notifications with the Federal
Trade Commission and the Department of Justice in connection with Southern Union
Company's intent to acquire Panhandle, in compliance with the requirements of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
statutory waiting period applicable to the transaction expires at 11:59 p.m. on
March 13, 2003. Southern Union Company is in the process of seeking the approval
of the Public Service Commission of the State of Missouri with respect to
Southern Union Company's role in the transaction. Southern Union Company's role
in the transaction was approved by the Massachusetts Department of
Telecommunications and Energy on February 19, 2003.
OTHER ASSET SALES
CMS Marketing, Services and Trading Company ("CMS MST") has entered into a
definitive agreement, dated as of February 13, 2002, with Constellation Power
Source, Inc. to sell CMS MST's wholesale electric power business. The sale is
subject to review by the Federal Energy Regulatory Commission. On January 16,
2003, CMS MST closed the sale of its wholesale natural gas trading book to
Sempra Energy Trading. The sale price was $18 million.
On February 10, 2003, Panhandle sold its one third interest in Centennial
Pipeline, LLC for $40 million to Centennial's two other partners, Marathon
Ashland Petroleum, LLC and TE Products Pipeline Company, Limited Partner,
through its general partner, Texas Eastern Products Pipeline Company.
AMERICAN HOME ASSURANCE COMPANY LITIGATION
American Home Assurance Company ("AHA") is one of the issuers of a joint and
several surety bond, with a remaining surety amount of approximately $187
million, supporting a CMS MST gas supply contract. The issuer commenced
litigation on August 9, 2002 against CMS Enterprises Company ("Enterprises") and
CMS MST in the U.S. District Court for the Eastern District of Michigan seeking
to require Enterprises and CMS MST to provide acceptable collateral and to
prevent them from disposing of or transferring any corporate assets outside the
ordinary course of business before the Court had an opportunity to fully
adjudicate the issuer's claim.
St. Paul Fire and Marine Insurance Company ("St. Paul"), the co-surety on the
bond with AHA has similar rights in connection with surety bonds supporting two
other CMS MST gas supply contracts, where the remaining surety amounts total
approximately $112 million.
CMS Energy and AIG have reached a settlement that provides AHA and St. Paul with
acceptable collateral. AHA's lawsuit against Enterprises and CMS MST has been
dismissed.
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' and Panhandle's 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.
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: February 21, 2003
By: /s/ Thomas J. Webb
-------------------------------------
Thomas J. Webb
Executive Vice President and Chief
Financial Officer
CONSUMERS ENERGY COMPANY
Dated: February 21, 2003
By: /s/ Thomas J. Webb
-------------------------------------
Thomas J. Webb
Executive Vice President and Chief
Financial Officer
PANHANDLE EASTERN PIPE LINE COMPANY
Dated: February 21, 2003
By: /s/ Thomas J. Webb
-------------------------------------
Thomas J. Webb
Executive Vice President and Chief
Financial Officer