UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
SCHEDULE TO/A
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
----------
CMS ENERGY CORPORATION
(Name of Subject Company (issuer))
CMS ENERGY CORPORATION
(Name of Filing Persons)
(Issuer)
4.50% CUMULATIVE CONVERTIBLE PREFERRED STOCK
(LIQUIDATION PREFERENCE $50.00 PER SHARE)
(Title of Class of Securities)
125896803
(CUSIP Number of Class of Securities)
ROBERT C. SHROSBREE
ASSISTANT GENERAL COUNSEL
CMS ENERGY CORPORATION
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 768-7323
AND
THOMAS J. WEBB
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
CMS ENERGY CORPORATION
ONE ENERGY PLAZA
JACKSON, MICHIGAN 49201
(517) 788-1030
(Name, address, and telephone numbers
of persons authorized to receive notices
on behalf of filing persons)
CALCULATION OF FILING FEE
TRANSACTION VALUATION * AMOUNT OF FILING FEE **
----------------------- -----------------------
$250,000,000 $31,675.00
* For the purpose of calculating the filing fee only, this amount is based on
the exchange for all 5,000,000 issued and outstanding shares of 4.50% Cumulative
Convertible Preferred Stock (liquidation preference $50.00 per share) for
5,000,000 new shares of 4.50% Cumulative Convertible Preferred Stock
(liquidation preference $50.00 per share).
** Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:
-------------------------------
Form or Registration No.:
-----------------------------
Filing Party:
-----------------------------------------
Date Filed:
-------------------------------------------
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
This Amendment No. 2 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on
November 9, 2004 and amended by Amendment No. 1 thereto filed on November 29,
2004 (as so amended, the "Schedule TO") by CMS Energy Corporation, a Michigan
corporation ("CMS Energy"), relating to the offer to exchange (the "Exchange
Offer") up to 5,000,000 shares of CMS Energy's 4.50% Cumulative Convertible
Preferred Stock (liquidation preference $50.00 per share) (the "New Preferred
Stock") for a like number of shares of CMS Energy's issued and outstanding 4.50%
Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share)
(the "Old Preferred Stock") from the registered holders thereof upon the terms
and subject to the conditions contained in the Offering Memorandum dated
November 9, 2004 (the "Offering Memorandum") and the related Letter of
Transmittal, which together, as each may be amended and supplemented from time
to time, constitute the tender offer. This Amendment No. 2 is intended to
satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities
Exchange Act of 1934, as amended. Copies of the Offering Memorandum and the
Letter of Transmittal were previously filed with the Schedule TO as Exhibits
(12)(a)(1) and (12)(a)(2), respectively.
The information in the Offering Memorandum and the Letter of Transmittal as
amended or supplemented prior to the date hereof, is incorporated in this
Amendment No. 2 to the Schedule TO by reference in response to all of the
applicable items in the Schedule TO, except that such information is hereby
amended and supplemented to the extent specifically provided herein.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by adding
the following information:
On December 10, 2004, CMS Energy issued a press release announcing the
results of the Exchange Offer, which expired on December 9, 2004. A copy of this
press release is filed as Exhibit (12)(a)(7).
ITEM 12. EXHIBITS.
Item 12 of Schedule TO is hereby amended and supplemented by adding the
following exhibit.
(a)(7) Press Release, dated December 10, 2004.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
/s/ Thomas J. Webb
--------------------------------
(Name) Thomas J. Webb
(Title) Executive Vice President
Chief Financial Officer
December 10, 2004
--------------------------------
(Date)
3