Prospectus - CMS ENERGY CORP - 4-1-1996 by CMS-Agreements

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									Pursuant to Rule 424(b)(5) Registration No. 333-01261 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED MARCH 19, 1996) $125,000,000*

CMS ENERGY CORPORATION
GENERAL TERM NOTES(R), SERIES B DUE FROM 9 MONTHS TO 25 YEARS FROM DATE OF ISSUE CMS Energy Corporation (the "Company" or "CMS Energy") may offer from time to time up to $125,000,000 aggregate principal amount of its General Term Notes(R), Series B (the "Notes"). Each Note will bear interest at a fixed rate payable monthly, quarterly or semi-annually and will mature on a date 9 months to 25 years from the date of issue. The interest rate, issue price, stated maturity, interest payment dates and certain other terms (including a Survivor's Option, if applicable) with respect to each Note will be established at the time of issuance and set forth in a pricing supplement to this Prospectus Supplement and the accompanying Prospectus (a "Pricing Supplement"). If provided in the applicable Pricing Supplement with respect to any Note, such Note will be subject to redemption prior to its stated maturity by the Company, in whole or in part, at redemption prices declining from a specified premium, if any, to par, together with accrued interest to the date of redemption. Notes will be issued only in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. The Notes will be unsecured debt securities of the Company. See "Description of General Term Notes(R)" in the accompanying Prospectus. Pursuant to the terms of a Distribution Agreement dated March 19, 1996, as supplemented by certain letter agreements, the Company has appointed J.W. Korth & Company, First of Michigan Corporation and Prudential Securities Incorporated as Agents through which the Notes may be offered by the Company on a continuous basis. Additional Agents may be designated under the Distribution Agreement from time to time. The names of any such Additional Agents will be named in the applicable Pricing Supplement. See "Plan of Distribution" in the accompanying Prospectus. Each Note initially will be issued in book-entry form and will be represented only by a global certificate (a "Global Note") registered in the name of the nominee of The Depository Trust Company (as Depository). A beneficial interest in a Global Note will be shown on, and transfers thereof will be effected only through, records maintained by the Depository and its participants. A beneficial interest in a Global Note will not be represented by Notes in definitive form except under the limited circumstances described in the accompanying Prospectus. See "Description of General Term Notes(R) -- Book-Entry System" and "-- Certificated Notes" in the accompanying Prospectus. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ---------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------PRICE TO AGENT'S DISCOUNT PROCEEDS TO PUBLIC(1) OR COMMISSION(2) COMPANY(2)(3) - ---------------------------------------------------------------------------------------------------------------Per Note.............................. 100% Not to exceed 4% Not less than 96% - ---------------------------------------------------------------------------------------------------------------Not less than Total................................. $125,000,000 Not to exceed $5,000,000 $120,000,000 - ---------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------

(1) Unless otherwise specified in the applicable Pricing Supplement, the price to the public for each Note will be equal to 100% of the principal amount thereof. See "Plan of Distribution." (2) The Company will pay the Agents an underwriting discount or commission, not to exceed 4% of the principal amount of any Note, which discount or commission will be disclosed in the applicable Pricing Supplement for the Note, depending upon the maturity of the Note. The

Company has agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required to make in respect thereof. See "Plan of Distribution" in the accompanying Prospectus. (3) Before deducting expenses payable by the Company estimated at $185,000. Offers to purchase the Notes are being solicited from time to time by the Agent on behalf of the Company. Each Agent has agreed to use its reasonable best efforts to solicit purchases of the Notes. Following such solicitation, Notes will be sold through one or more of the Agents, acting as principals. The Notes are offered, subject to prior sale, when, as, and if issued to and accepted by the Agents, and subject to the right of the Company and each Agent to reject any order in whole or in part and to withdraw, cancel or modify the offer made hereby without notice. The Notes will not be listed on any securities exchange, and there can be no assurance that the Notes offered by this Prospectus will be sold or that there will be a secondary market for the Notes. See "Plan of Distribution" in the accompanying Prospectus. PRUDENTIAL SECURITIES INCORPORATED The date of this Prospectus is March 29, 1996. * Subject to reduction as a result of the sale of Notes by Prudential Securities Incorporated and the other Agents as contemplated herein and in the accompanying Prospectus. See "Plan of Distribution" in the accompanying Prospectus. (R) Registered servicemark of J. W. Korth & Company.

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY PRICING SUPPLEMENT IN CONNECTION WITH THE OFFERINGS COVERED BY THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND ANY PRICING SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE AGENTS. NEITHER THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS NOR ANY PRICING SUPPLEMENT CONSTITUTES AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE SECURITIES TO WHICH THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS AND ANY PRICING SUPPLEMENT RELATE IN ANY JURISDICTION WHERE OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY PRICING SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATES THEREOF.

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Prospectus Supplement Prospectus Available Information................ Incorporation of Certain Documents by Reference.......................... Prospectus Summary................... The Company.......................... Use of Proceeds...................... Ratio of Earnings to Fixed Charges... Description of General Term Notes(R)........................... Plan of Distribution................. Legal Opinions....................... Experts..............................

$125,000,000* CMS ENERGY CORPORATION GENERAL TERM NOTES(R) SERIES B

PROSPECTUS SUPPLEMENT MARCH 29, 1996

PRUDENTIAL SECURITIES INCORPORATED


								
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