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CMS > SEC Filings for CMS > Form 8-K on 6-Mar-2009All Recent SEC Filings

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Form 8-K for CMS ENERGY CORP


6-Mar-2009

Other Events


Item 8.01 Other Events.
On March 6, 2009, Consumers Energy Company ("Consumers") issued and sold $500,000,000 principal amount of its 6.70% First Mortgage Bonds due 2019, pursuant to an effective shelf Registration Statement on Form S-3 (No 333-153353-03) and a Prospectus Supplement dated March 2, 2009 to a Prospectus dated September 5, 2008. Consumers expects to use the proceeds for general corporate purposes.
This Form 8-K is being filed to file certain documents in connection with that offering as exhibits to the Consumers Registration Statement. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement dated March 2, 2009 among Consumers and Barclays Capital Inc., J.P. Morgan Securities Inc., BNP Paribas Securities Corp., Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc., Comerica Securities, Inc., Greenwich Capital Markets, Inc., KeyBanc Capital Markets Inc., Wedbush Morgan Securities Inc., Blaylock Robert Van, LLC, Fifth Third Securities, Inc., and The Williams Capital Group, L.P. as underwriters.

4.1    One Hundred Eleventh Supplemental Indenture dated as of March 6, 2009
       between Consumers and The Bank of New York Mellon.

4.2    Form of 6.70% First Mortgage Bonds due 2019 (included in Exhibit 4.1).

5.1    Opinion of Shelley J. Ruckman, Esq., Assistant General Counsel of
       Consumers, dated March 6, 2009, regarding the legality of the First
       Mortgage Bonds issued by Consumers.

23.1   Consent of Shelley J. Ruckman, Esq. (included in Exhibit 5.1).

99.1   Information relating to Item 14 of the Registration Statement on Form S-3
       (No. 333-153353-03).

This Form 8-K contains "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 INFORMATION" and "RISK FACTORS" each found in the MANAGEMENT'S DISCUSSION AND ANALYSIS sections of CMS Energy Corporation's ("CMS Energy") Form 10-K and Consumers Energy Company's ("Consumers") Form 10-K each for the Year Ended December 31, 2008. CMS Energy's and Consumers' "FORWARD-LOOKING STATEMENTS AND INFORMATION" and "RISK FACTORS" sections are incorporated herein by reference and discuss important factors that could cause CMS Energy's and Consumers' results to differ materially from those anticipated in such statements.


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