PURSUANT TO RULE 424(b)3
REGISTRATION STATEMENT NO. 333-45556
PROSPECTUS
8,103,209 SHARES OF COMMON STOCK,
$.01 PAR VALUE
[CMS ENERGY LOGO]
CMS ENERGY CORPORATION
STOCK PURCHASE PLAN
We are pleased to offer the CMS Energy Corporation Stock Purchase Plan
(hereinafter referred to as the "Stock Purchase Plan" or "Plan"), a direct stock
purchase plan designed to provide investors with a convenient way to purchase
shares of CMS Energy Corporation common stock ("CMS common stock") and to
reinvest any dividends paid by CMS Energy Corporation ("CMS Energy") for the
purchase of additional shares. Stock can be purchased and any dividends paid can
be reinvested with no commissions or service charges.
SOME OF THE KEY FEATURES OF THE PLAN ARE:
- Enroll in the Plan at no charge with an initial investment of at least
$250 per account. (This $250 minimum will be waived if you enroll in
Automatic Investment for at least $50 for five months.) The maximum total
amount that you may invest in any calendar year is $250,000.
- Through automatic investments deducted from your bank account of at least
$25 per transaction, you can increase your investment in CMS common stock
on an ongoing basis with no brokerage charges.
- Reinvest any dividends paid by CMS Energy toward the purchase of
additional shares of CMS common stock at no charge.
- Directly deposit into your checking or savings account any dividends paid,
putting your money to work immediately and saving you a trip to the bank.
- Have your CMS common stock certificates held in safekeeping at no charge.
- Give CMS common stock to others. (Gift acknowledgment forms are
available.)
- Sell shares of CMS common stock directly through the Plan with a minimal
brokerage commission.
- Periodically purchase additional CMS common stock with no commissions or
service charges.
The CMS common stock is listed on the New York Stock Exchange under the symbol
"CMS".
Investing in CMS common stock involves risks. See "CMS Energy Corporation"
beginning on page 11 for information concerning risk factors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is accurate or complete. Any representation to the contrary is a
criminal offense.
December 31, 2004
TABLE OF CONTENTS
DESCRIPTION OF THE STOCK PURCHASE PLAN
Purpose........................................ 1
Administration................................. 1
Eligibility.................................... 2
Enrollment..................................... 2
Reports........................................ 2
Dividends...................................... 3
Automatic Investment........................... 3
Additional Investments......................... 4
Investment Dates and Prices.................... 4
Sale of Shares................................. 5
Certificate Safekeeping........................ 6
Issuance of Stock Certificates................. 6
Gifts and Transfers of Shares.................. 7
Service Fees................................... 7
Withdrawal From the Stock Purchase Plan........ 7
Additional Information......................... 8
EMPLOYEE PAYROLL DEDUCTION........................ 8
U.S. FEDERAL INCOME TAXATION...................... 9
CMS ENERGY CORPORATION............................ 11
WHERE YOU CAN FIND
MORE INFORMATION................................ 13
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE.......................... 14
USE OF PROCEEDS................................... 16
LIMITATION OF LIABILITY.......................... 16
LEGAL MATTERS..................................... 17
EXPERTS........................................... 17
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus is
accurate as of any date other than the date on the front of this prospectus.
DESCRIPTION OF THE STOCK
PURCHASE PLAN
PURPOSE
The purpose of the Stock Purchase Plan is to provide a convenient, no-cost way
to invest in CMS common stock and to reinvest any CMS common stock dividends
paid by CMS Energy.
ADMINISTRATION
We administer the Plan through our Investor Services Department. As Plan
Administrator, Investor Services acts as transfer agent, keeps records, sends
statements and performs other duties related to the Plan. We have the right to
change the Plan Administrator.
You can contact the Plan Administrator as follows.
Written CMS ENERGY
Inquiries: INVESTOR SERVICES
ONE ENERGY PLAZA
JACKSON, MI 49201
E-mail
Inquiries: INVEST@CMSENERGY.COM
Telephone
Inquiries: 517-788-1868
Fax Inquiries: 517-788-1859
Requests for Enrollment
Packages: 517-788-1868
Web Site: WWW.CMSENERGY.COM/SHAREHOLDER
(Secure Web forms are available on this
Web site.)
Enroll Online: Click on "INVEST IN CMS" AT
WWW.CMSENERGY.COM
1
An agent independent of us makes any open market purchases and sales of CMS
common stock for the Plan.
ELIGIBILITY
Anyone, whether or not a holder of CMS common stock, may be eligible to
participate in the Plan by following the enrollment procedures.
ENROLLMENT
If you are already a holder of CMS common stock with shares registered in your
name, you can enroll in the Plan by completing and returning the Stock Purchase
Plan Authorization form along with any other required documents. If you are not
currently a registered shareholder, you can enroll in the Plan by completing and
returning the authorization form with an initial investment of at least $250 per
account. (This $250 minimum will be waived if you enroll in Automatic Investment
for at least $50 per month.) You can also enroll online using our secure Web
forms at www.cmsenergy.com/shareholder. The maximum total amount that you may
invest in any calendar year is $250,000. TO OBTAIN AUTHORIZATION FORMS AND OTHER
MATERIAL, PLEASE REFER TO THE BACK COVER OF THIS DOCUMENT.
REPORTS
You will receive a statement of account whenever there is activity in your
account or at least annually. YOU SHOULD RETAIN THESE STATEMENTS TO ESTABLISH
THE COST BASIS FOR INCOME TAX AND OTHER PURPOSES. You will also receive
communications sent to all other shareholders, such as annual reports and proxy
statements.
2
DIVIDENDS
As of the date of this prospectus, CMS Energy is not paying common stock
dividends. If, in the future, common stock dividends are paid by CMS Energy, you
can reinvest some or all of any such common dividends to purchase additional
shares of CMS common stock. If you prefer, you can have your dividends directly
deposited into your bank account or paid to you via check. No fees will be
charged for any of these options. Unless you select a different option, we will
reinvest any dividends paid. Common stock dividend payment dates will be
declared by our board of directors when and if deemed appropriate.
AUTOMATIC INVESTMENT
You can make your initial investment or purchase additional shares of CMS common
stock through automatic deductions from an account at a bank or other financial
institution that is a member of the National Automated Clearing House
Association. Initial investments must be either a one-time deduction of at least
$250 (these will be invested on the next investment weekly date) or ongoing
monthly deductions of at least $50 for five months (these monthly investments
will continue until cancelled by you). To purchase additional shares, the
minimum investment amount is $25 per transaction. You choose the frequency of
the investment (semimonthly or monthly). The funds are transferred from your
checking or savings account on the banking day prior to the investment date(s)
you choose. You can enroll in Automatic Investment using the appropriate section
of the Stock Purchase Plan Authorization form, by completing and returning an
Automatic Investment Authorization form or using our secure
3
Web forms on our Web site. There is no charge for this Automatic Investment
service. Automatic Investment authorization and cancellation require a ten-day
written notice. To request Automatic Investment forms, please refer to the back
cover of this document.
ADDITIONAL INVESTMENTS
You can make investments by sending a check or money order to the Plan
Administrator at any time. Please do not send cash or third party checks. The
check or money order should be payable in U.S. dollars to CMS STOCK PLAN, should
be for at least $25 and must be received by noon on the day of investment.
Include the top portion of your Stock Purchase Plan Statement of Account or
reference your account number on your check. Please mail to the address
indicated on the back cover of this document. There is no commission or other
charge for this service. You may invest a maximum total amount of $250,000 in a
calendar year.
INVESTMENT DATES AND PRICES
Investment purchases are on the following schedule:
- As soon as practicable after any CMS common stock dividend payment date.
- On the first and 16th day of each month or as soon as practicable
thereafter.
- Or at least weekly, generally on Wednesday.
No INTEREST WILL BE PAID ON AMOUNTS RECEIVED BUT NOT YET INVESTED. Shares of CMS
common stock purchased will be either newly
4
issued shares or, at our discretion, will be purchased in the open market (New
York Stock Exchange) by the Plan's independent agent. Neither CMS Energy nor the
Plan participants will have the authority to direct or control how or when the
independent agent purchases shares of CMS common stock. We will credit newly
issued shares of CMS common stock to your account at the AVERAGE OF THE HIGH AND
LOW SALE PRICES OF OUR COMMON STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE
COMPOSITE TAPE FOR THE TRADING DAY PRECEDING THE PURCHASE DATE. We will credit
shares of CMS common stock purchased in the open market to your account at the
actual weighted average price per share incurred. You will not pay brokerage
commissions for the shares purchased.
SALE OF SHARES
You can request the sale of some or all of your CMS common stock by completing
the appropriate section of the form included on your account statement and
returning it to the Plan Administrator. Sale requests can also be submitted via
our Web site. The Administrator will forward the sale instructions to the
independent agent for sale. Sales will generally be made weekly. The independent
agent will sell your shares, together with the shares of other Plan
participants, in the open market, and the price will be the weighted average of
all shares included in the sale.
We will pay to you by check the proceeds from the sale of your shares, less a
nominal brokerage fee (as of the date of this Prospectus, approximately
5
$.05 per share). Checks are made payable as your account is registered. Requests
to change the payee require "Medallion Guaranteed" signatures of all owners,
guaranteed by a financial institution participating in the Medallion Guarantee
program. Medallion Guaranteed signatures also are required on all sale requests
that are likely to exceed a market value of $5,000. We cannot accept
instructions to sell your shares on a specific day, at a specific price, in a
specific manner, or equal to a specific dollar value. You determine and indicate
the number of SHARES to be sold. To obtain sale request forms, please refer to
the back cover of this document.
CERTIFICATE SAFEKEEPING
Shares of CMS common stock that you purchase through the Plan are held in your
account in book-entry form. If you have certificates for CMS common stock, you
can deposit these certificates with us for safekeeping. All safekeeping shares
are held in your account in book-entry form. This no-cost option saves you the
trouble of keeping certificates and avoids the nuisance and expense of replacing
certificates that become lost, destroyed, or stolen.
ISSUANCE OF STOCK CERTIFICATES
You can obtain certificates for some or all of the full shares in your account
at no cost by completing the appropriate section of the form included on your
account statement and returning it to the Plan Administrator. You can also
request a stock certificate on our Web site or by contacting us in writing as
indicated on the back cover of this document.
6
GIFTS AND TRANSFERS OF SHARES
You can transfer ownership of some or all of the shares in your account by
providing the Plan Administrator with written, signed transfer instructions.
Signatures of all registered shareholders must be Medallion Guaranteed by a
financial institution participating in the Medallion Guarantee program. To
obtain transfer request forms, please refer to the back cover of this document.
These forms are also available on the Web site.
SERVICE FEES
There are NO FEES, COMMISSIONS, OR SERVICE CHARGES OF ANY KIND for initial stock
purchases, automatic investment, additional stock purchases, transfers of stock,
dividend reinvestment, direct deposit of dividends, or issuance of stock
certificates. The only charge associated with the Plan is a minimal brokerage
commission for the sale of stock. As of the date of this Prospectus, the
brokerage commission for the sale of stock is approximately $0.05 per share.
WITHDRAWAL FROM THE STOCK PURCHASE PLAN
You can terminate your participation in the Plan either by completing and
returning the appropriate section of the form included on your account
statement, by providing written, signed notice to the Plan Administrator, or on
our Web site. You can terminate either by selling all of your shares or by
requesting a certificate for all of your whole shares and a check for the market
value of your fractional share. If a certificate or check is to be issued in a
name(s) other than the name(s) on your account,
7
your written request, signed by all owners, must be Medallion Guaranteed by a
financial institution participating in the Medallion Guarantee program.
ADDITIONAL INFORMATION
- Any shares resulting from a stock split or stock dividend paid on shares
held in your Plan account will be credited to your account in book-entry
form. In the event of a rights offering, you will receive rights based on
the total number of whole shares in your account.
- We will make available to you a proxy statement in connection with each
meeting of our shareholders, along with an opportunity to vote the shares
in your Plan account. Your proxy, when properly submitted, will be voted
as you indicate. Your shares will not be voted unless you vote them.
- We reserve the right to suspend, modify or terminate the Plan at any time.
All participants will receive notice of any such suspension, modification
or termination. If we terminate the Plan, certificates for whole shares
held in your account will be issued and a cash payment will be made for
any fractional share.
EMPLOYEE PAYROLL DEDUCTION
Our employees (including part-time employees, but not temporary or contract
employees) and employees of our subsidiaries who participate in the Plan can
invest through the Plan by submitting
8
an "Employee Payroll Deduction Authorization Form." The Employee Payroll
Deduction Authorization Form authorizes the Plan to make payroll deductions of
at least $6.25 per pay period for employees paid weekly and at least $12.50 per
pay period for employees paid semimonthly and to use the deductions for the
purchase of CMS common stock pursuant to the Plan. Employees may, at any time,
increase or decrease, within the above limits, the amount of the deduction by
notifying the Plan Administrator at the address on the back cover of this
document. Payroll deduction authorizations previously provided remain in effect
unless the Plan Administrator is otherwise notified.
All other aspects of the Plan apply to employees.
U.S. FEDERAL INCOME TAXATION
The following discussion relates to certain federal income tax consequences if
you participate in the Plan. The full effect upon you will depend upon your
individual circumstances. We suggest you discuss this material, as well as the
impact of state and local taxes, with your tax advisor.
You will be required to include in your gross income for federal income tax
purposes amounts equal to any dividends reinvested through the Plan as if you
had directly received the cash. You will have no taxable income upon the
purchase of shares under the plan. You will not realize taxable gain or loss
upon deposit of shares into the Plan or the withdrawal of whole shares from the
Plan.
9
However, you will recognize gain or loss when you sell shares or receive cash
for your fractional shares. Gain or loss will generally be a capital gain or
loss; long-term or short-term depending on your holding period.
Your tax basis will be the cost of your shares. The holding period will begin
the day after the shares are allocated to your account. The statements you
receive from us are your continuing record of the cost of your purchases and
should be retained for tax purposes.
All or a portion of any dividends distributed to you may be a return of capital
and, as such, would not be taxable as ordinary income. In the event of a return
of capital distribution, we will provide you with reports that will indicate
that we have made a return of capital distribution during the year. If you
receive a return of capital dividend, you must reduce the tax basis of the share
on which the dividend is paid by the amount of the dividend that is a return of
capital. If the amount that is a return of capital exceeds the tax basis, the
excess must be reported as capital gains.
If you fail to furnish a properly completed Form W-9 or its equivalent, then the
"backup withholding" provisions of the Internal Revenue Code will cause us to
withhold the required tax from any dividends or sales proceeds.
Investors who are citizens or residents of a country other than the United
States are generally
10
subject to a withholding tax on any dividends paid through the Plan. We are
required to withhold from dividends the appropriate amount determined in
accordance with Internal Revenue Service regulations. Where applicable, this
withholding tax is determined by treaty between the United States and the
country in which the investor resides.
CMS ENERGY CORPORATION
The following description of our business does not purport to be comprehensive.
You should read the documents incorporated by reference in this document before
making an investment decision. For additional information concerning CMS Energy
and our subsidiaries' business and affairs, including our capital requirements
and external financing plans, pending legal and regulatory proceedings and
descriptions of certain laws and regulations to which those companies are
subject, you should refer to the incorporated documents (see "Where You Can Find
More Information" and "Incorporation of Certain Documents by Reference" on pages
13 and 14).
We are an integrated energy holding company operating through subsidiaries in
the United States and selected markets around the world. We are the parent
holding company of Consumers Energy Company ("Consumers") and CMS Enterprises
Company ("Enterprises"). Consumers, a combination electric and gas utility
company serving 61 of the 68 counties in Michigan's Lower Peninsula, is our
largest subsidiary. Consumers' electric and gas businesses are principally
regulated utility opera-
11
tions. Consumers' customer base includes a mix of residential, commercial and
diversified industrial customers, the largest segment of which is the automotive
industry. Enterprises, through subsidiaries and equity investments is engaged in
domestic and international diversified energy businesses including natural gas
transmission storage and processing, independent power production, and energy
services.
From time to time, we may make statements regarding our assumptions,
projections, expectations, intentions or beliefs about future events. This
prospectus contains or incorporates by reference 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
words "may," "could," "intend," "plan," "believe," "expect," "estimate,"
"project" and "anticipate" or similar expressions identify forward-looking
statements. Where any forward-looking statement includes a statement of the
assumptions or bases underlying such forward-looking statement, we caution that,
while such assumptions or bases are believed to be reasonable and are made in
good faith, assumed facts or bases almost always vary from actual results, and
the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, we, or our management, express an expectation or belief as to future
results, this expectation or belief is expressed in good faith and is believed
to have a reasonable basis, but there can be no assurance that the statement of
expecta-
12
tion or belief will result or be achieved or accomplished. We have no obligation
to update or revise forward-looking statements regardless of whether new
information, future events or any other factors affect the information contained
in the statements.
Investing in CMS common stock involves risks. For details concerning certain
risk factors, uncertainties and assumptions you should refer to the section
entitled "Forward-looking Statements and Risk Factors" in the Management's
Discussion and Analysis section of our Form 10-Q for the quarter ended September
30, 2004, other incorporated documents, and periodically in various public
filings we make with the SEC. This discussion of potential risks and
uncertainties is by no means complete but is designed to highlight important
factors that may impact our outlook.
Direct all inquiries related to the Stock Purchase Plan to the address, Web site
or telephone number indicated on the back cover of this document.
The address of our principal executive office is ONE ENERGY PLAZA, JACKSON,
MICHIGAN 49201. Our telephone number is 517-788-0550.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Our
filings are available over the Internet at the Commission's Web site at http://
www.sec.gov. You may also read and copy any document that we file with the
Commission at
13
the public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The outstanding
shares of CMS common stock are listed on the New York Stock Exchange and
reports, proxy statements and other information concerning our company may also
be inspected and copied at its offices at 20 Broad Street, New York, New York
10005. You can find additional information about us, including our Annual Report
on Form 10-K/A No. 2 for the year ended December 31, 2003 and our Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2004, June 30, 2004, and
September 30, 2004, on our Web site at http://www.cmsenergy.com. The
information on the Web site is not part of this Prospectus.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the Commission will automatically update and supersede this information. We
incorporated by reference the following documents filed by CMS Energy (File No.
1-9513) with the Commission pursuant to the Securities Exchange Act of 1934, as
amended and these documents will be deemed to be a part of this prospectus:
14
(1) CMS Energy's Annual Report on Form 10-K/A No. 2 for the year ended December
31, 2003;
(2) CMS Energy's Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 2004; and
(3) CMS Energy's Current Reports on Form 8-K filed January 22, March 18, April
14, June 3, August 20, August 31, September 1, October 6, October 12, October
13, October 19, November 9, December 6, December 8, December 13, and December
22, 2004.
We incorporate by reference all future filings we make with the Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended and
prior to the termination of the offering made by this prospectus and they will
be deemed to be a part of this prospectus from the date of filing of such
documents. Any statement contained in an incorporated document will be
considered modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus or in any other subsequently filed
incorporated document modifies or supersedes such statement. Any such statement
so modified or superseded will not be considered, except as so modified or
superseded, to constitute a part of this prospectus.
You may request a copy of these filings other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference into such
documents), at no cost by writing or telephoning
15
us at the offices of our INVESTOR SERVICES located at ONE ENERGY PLAZA, JACKSON,
MICHIGAN, 49201; TELEPHONE: 517-788-1868.
Certain information contained in this prospectus summarizes, is based upon, or
refers to information and financial statements contained in one or more
incorporated documents; accordingly, such information contained in this
prospectus is qualified in its entirety by reference to such documents and
should be read in conjunction with those documents.
USE OF PROCEEDS
Shares purchased for Plan participants with reinvested cash dividends and other
investments will, at our option, be either shares newly issued by us or shares
purchased in the open market by the independent agent. When newly issued shares
are used, we will use the proceeds for general corporate purposes.
LIMITATION OF LIABILITY
If you choose to participate in the Plan, neither we nor the Plan Administrator
can assure you of a profit or protect you against a loss on the shares that you
purchase under the Plan. We, the Plan Administrator, and any independent agent
will not be liable for any act done in good faith or for the good faith omission
to act in connection with the Plan. This limitation of liability does not
constitute a waiver by any participant of his or her rights under the federal
securities laws.
16
Although the Plan provides for the reinvestment of dividends, the declaration
and payment of dividends will continue to be determined by our board of
directors at its discretion, depending upon future earnings, the financial
condition of our company, and other factors. The amount and timing of dividends
may be changed, or the payment of dividends terminated, at any time without
notice.
This prospectus supersedes all prior prospectuses relating to the Plan.
LEGAL MATTERS
An opinion as to the legality of the securities offered herein has been rendered
for us by Robert C. Shrosbree, Assistant General Counsel for CMS Energy.
EXPERTS
The consolidated financial statements and schedule of CMS Energy appearing in
its Annual Report (Form 10-K/A No. 2) for the year ended December 31, 2003, have
been audited by Ernst & Young LLP, independent registered public accounting
firm, as set forth in their report thereon included therein and incorporated
herein by reference which are based in part on the report of Price Waterhouse,
independent accountants, for Jorf Lasfar and the reports of
PricewaterhouseCoopers LLP, independent registered public accounting firm, for
2003 and 2002 and Arthur Andersen LLP, independent accoun-
17
tants, (who have ceased operations) for 2001 for the MCV Partnership. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such reports given on the authority of such firms as
experts in accounting and auditing.
The financial statements of Emirates CMS Power Company PJSC appearing in CMS
Energy's Annual Report (Form 10-K/A No. 2) for the year ended December 31, 2003,
have been audited by Ernst & Young, independent registered public accounting
firm, as set forth in their report thereon included therein and incorporated
herein by reference. Such financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
The consolidated financial statements of SCP Investments (No. 1) Pty Ltd
appearing in CMS Energy's Annual Report (Form 10K/A) for the year ended June 30,
2004, have been audited by Ernst & Young, independent registered public
accounting firm, as set forth in their report thereon included therein and
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The financial statements of Jorf Lasfar as of December 31, 2003 and 2002 and for
each of the three years in the period ended December 31, 2003 incorporated
herein by reference have been so included in reliance on the report of Price
Waterhouse, independent accountants given on the authority of said firm as
experts in auditing and accounting.
18
The consolidated financial statements of the MCV Partnership as of and for the
years ended December 31, 2003 and 2002 incorporated herein by reference have
been so included in reliance on the report of PricewaterhouseCoopers LLP,
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
The audited consolidated financial statements of the MCV Partnership for the
year ended December 31, 2001, incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent accountants. Arthur Andersen LLP has
not consented to the inclusion of their report on the financial statements of
the MCV Partnership for the year ended December 31, 2001 in this prospectus, and
we have dispensed with the requirement to file their consent in reliance upon
Rule 437a of the Securities Act of 1933, as amended. Because Arthur Andersen LLP
has not consented to the incorporation by reference of their report in this
prospectus, you will not be able to recover against Arthur Andersen LLP under
Section 11 of the Securities Act for any untrue statements of a material fact
contained in the financial statements audited by Arthur Andersen LLP or any
omissions to state a material fact required to be stated therein.
Future financial statements of CMS Energy and the reports thereon of Ernst &
Young LLP and Ernst & Young also will be incorporated by reference in this
prospectus in reliance upon the authority of that firm as experts in giving
those reports to the extent said firm has audited those financial statements and
consented to the use of its reports thereon.
19
CMS ENERGY CORPORATION
STOCK
PURCHASE
PLAN
A COMMISSION-FREE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PROGRAM
OFFERED BY CMS ENERGY CORPORATION
Prospectus dated December 31, 2004
[CMS ENERGY CORPORATION LOGO]
CMS ENERGY CORPORATION
STOCK PURCHASE PLAN
INVESTOR SERVICES
ONE ENERGY PLAZA
JACKSON, MI 49201
CMS Energy
Web site: WWW.CMSENERGY.COM/SHAREHOLDER
(Most forms are available on this Web site.)
E-mail: INVEST@CMSENERGY.COM
Telephone: 517-788-1868
Fax: 517-788-1859
Enroll online: CLICK ON "INVEST IN CMS" AT WWW.CMSENERGY.COM
Checks: MAKE PAYABLE TO CMS STOCK PLAN
[CMS ENERGY CORPORATION LOGO]
WWW.CMSENERGY.COM