CMS ENERGY CORP CMS

expiry = 2004-12-09...ffering Memorandum 5,000,000 Shares CMS ENERGY CORPORATION Exchange Offer for all Outstanding 4.50% Cumulative Convertible Preferred Stock (liquidation preference $50.00 per share) THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON DECEMBER 9, 2004 UNLESS WE EXTEND IT. Terms of the Exchange Offer We are offering to exchange new shares of 4.50% Cumulative Convertible Preferred Stock for all of our old shares of 4.50% Cumulative Convertible Preferred Stock. The terms of the New Preferr...

listed = True...s." Use of Proceeds.............................. We will receive no cash proceeds in connection with the issuance of the New Preferred Stock pursuant to the Exchange Offer. See "Use of Proceeds." Common Stock................................. Our common stock is listed on the New York Stock Exchange under the symbol "CMS." Absence of a Public Market................... The New Preferred Stock is not listed on any securities exchange or included in any automated quotation system. The New Preferred Stock is expected to be eligible for trading in the Portal Market; however, no assurance can be given as to the liquidity of or trading mar...

mechanism = FIXED.../4% Convertible Quarterly Income Preferred Securities. The preferred securities are convertible at the option of the holder into shares of common stock at an initial conversion rate of 1.2255 shares of common stock for each preferred security (equivalent to a purchase price of $40.80 per share of common stock), subject to certain adjustments. We may, at our option, cause the conversion rights of the holders of the preferred securities to expire upon certain conditions. Under the terms of the indenture, dated June 1, 1997, between us and The Bank of New York, as trustee, as amended and supplemented, and the guarantee agreement...

price = USD 40.8...are convertible at the option of the holder into shares of common stock at an initial conversion rate of 1.2255 shares of common stock for each preferred security (equivalent to a purchase price of $40.80 per share of common stock), subject to certain adjustments. We may, at our option, cause the conversion rights of the holders of the preferred securities to expire upon certain conditions. Under the terms of the indenture, dated...

txn_type = CONSOLIDATION...laims of the subsidiary's creditors, except to the extent that CMS Energy may itself be a creditor with recognized claims against the subsidiary. SUBDIVISION OR COMBINATION If CMS Energy subdivides (by stock split, stock dividend or otherwise) or combines (by reverse stock split or otherwise), the voting and liquidation rights of shares of common stock will be appropriately adjusted so as to avoid any dilution in aggregate voting or liquidation rights. EXCHANGES The Articles of Incorporation do not provide for either the mandatory or optional exchange or redemption of common stock. TRANSFER AGENT AND REGISTRAR C...