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) MARCH 17, 2004
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 March 17, 2004, CMS Energy Corporation (CMS Energy) issued a news release
announcing that it has reached a settlement agreement with the U.S. Securities
and Exchange Commission (SEC) on a previously disclosed matter regarding
round-trip energy trades by a CMS Energy subsidiary, CMS Marketing, Services and
Trading Company (CMS MST). The SEC approved a cease-and-desist order settling an
administrative action against CMS Energy. The order does not assess a fine and
CMS Energy neither admits nor denies the order's findings. The settlement
resolves the SEC investigation involving CMS Energy and CMS MST. Also on March
17, 2004, CMS Energy issued a news release stating that one of its executives
had been released, effective immediately. Copies of the news releases and the
SEC order are attached as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
(99)(a) CMS Energy's News Release dated March 17, 2004 re: settlement with
the SEC
(99)(b) CMS Energy's News Release dated March 17, 2004 re: personnel action
(99)(c) SEC Order dated March 17, 2004
This Form 8-K and the News Release contain "forward-looking statements" as
defined in Rule 3b-6 of the Securities Exchange Act of 1934, as amended, Rule
175 of the Securities Act of 1933, as amended, and relevant legal decisions. The
forward-looking statements are subject to risks and uncertainties. They should
be read in conjunction with "FORWARD-LOOKING STATEMENTS AND RISK FACTORS" found
in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy's and
Consumers Energy Company's Forms 10-K for the Fiscal Year Ended December 31,
2003 (both incorporated herein by reference), that discuss important factors
that could cause CMS Energy's and Consumers Energy Company's 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: March 18, 2004
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: March 18, 2004
By: /s/ S. Kinnie Smith, Jr.
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S. Kinnie Smith, Jr.
Vice Chairman of the Board
EXHIBIT
EXHIBIT NO. DESCRIPTION
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99(a) CMS Energy's News Release dated March 17, 2004
99(b) CMS Energy's News Release dated March 17, 2004
99(c) SEC order dated March 17, 2004