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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950124-99-002603.txt : 19990416
<SEC-HEADER>0000950124-99-002603.hdr.sgml : 19990416
ACCESSION NUMBER:		0000950124-99-002603
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19990528
FILED AS OF DATE:		19990415

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CONSUMERS ENERGY CO
		CENTRAL INDEX KEY:			0000201533
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				380442310
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		99594134

	BUSINESS ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177880550

	MAIL ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		STREET 2:		M 946
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONSUMERS POWER CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<DESCRIPTION>DEFINITIVE PROXY STATEMENT
<TEXT>

<PAGE>   1
 
                                  SCHEDULE 14A
                                 (RULE 14a-101)
 
                    INFORMATION REQUIRED IN PROXY STATEMENT
 
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO.  )
 
     Filed by the Registrant [x]
 
     Filed by a Party other than the Registrant [ ]
 
     Check the appropriate box:
 
     [ ] Preliminary Proxy Statement        [ ] Confidential, for Use of the
                                                Commission Only (as permitted by
                                                Rule 14a-6(e)(2))
 
     [x] Definitive Proxy Statement
 
     [ ] Definitive Additional Materials
 
     [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
                            Consumer Energy Company
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
 
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
     [x] No fee required.
 
     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.
 
     (1) Title of each class of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
 
     (2) Aggregate number of securities to which transaction applies:
 
- --------------------------------------------------------------------------------
 
     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):
 
- --------------------------------------------------------------------------------
 
     (4) Proposed maximum aggregate value of transaction:
 
- --------------------------------------------------------------------------------
 
     (5) Total fee paid:
 
- --------------------------------------------------------------------------------
 
     [ ] Fee paid previously with preliminary materials.
 
     [ ] Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.
 
     (1) Amount previously paid:
 
- --------------------------------------------------------------------------------
 
     (2) Form, schedule or registration statement no.:
 
- --------------------------------------------------------------------------------
 
     (3) Filing party:
 
- --------------------------------------------------------------------------------
 
     (4) Date filed:
 
- --------------------------------------------------------------------------------

<PAGE>   2
 
                            [CONSUMERS ENERGY LOGO]
 
                            CONSUMERS ENERGY COMPANY
               CALL AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 28, 1999
 
To the Shareholders of Consumers Energy Company:
 
    The annual meeting of shareholders of Consumers Energy Company will be held
on Friday, the 28th day of May 1999, at 10:30 A.M., Eastern Daylight Saving
Time, at the Dearborn Inn, 20301 Oakwood Boulevard, Dearborn, Michigan 48124.
The meeting is for the following purposes:
 
    (1) Electing a Board of Directors of 11 members;
 
    (2) Ratifying the appointment of Arthur Andersen LLP, independent public
        accountants, to audit the financial statements of Consumers Energy for
        the year ending December 31, 1999; and
 
    (3) Transacting such other business as may properly come before the meeting.
 
    The annual report to the shareholders for the year 1998, including financial
statements, has been furnished to you.
 
    The Board of Directors has fixed March 31, 1999 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the annual meeting, WE ARE NOT
ASKING YOU FOR A PROXY.
 
                                             By order of the Board of Directors,
 
                                             Thomas A. McNish, Secretary
 
Consumers Energy Company
212 West Michigan Avenue
Jackson, Michigan 49201
April 15, 1999
<PAGE>   3
 
                             INFORMATION STATEMENT
                                ---------------
 
                                  INTRODUCTION
 
    This Information Statement is furnished by the Board of Directors of
Consumers Energy Company ("Consumers") in connection with the annual meeting of
shareholders to be held on May 28, 1999.
 
    As of December 31, 1998, Consumers' outstanding Common Stock ($10 par value)
and Preferred Stock ($100 par value) consisted of 84,108,789 shares of Common
Stock held by CMS Energy Corporation and 441,599 shares of Preferred Stock.
Holders of Preferred and Common Stock are entitled to 1 vote for each share and
shareholders have cumulative voting rights for the election of directors; that
is, holders of preferred and common shares are entitled to as many votes as
equal the number of shares held multiplied by the number of directors to be
elected, and they may cast all of such votes for a single nominee or distribute
them among any two or more nominees as they choose.
 
    While all shareholders are cordially invited to attend the annual meeting,
WE ARE NOT ASKING YOU FOR A PROXY. We have been advised that all 84,108,789
Consumers common shares held by CMS Energy Corporation (99.5% of the Consumers
shares entitled to vote) will be voted in favor of the proposed directors and in
favor of the appointment of the auditor, thus assuring the adoption of these
proposals.
 
    To the knowledge of management, no person or entity except CMS Energy
Corporation owns beneficially more than 5% of any class of Consumers'
outstanding voting securities.
 
    The determination of approval of corporate action by the shareholders is
based on votes "for" and "against". Abstentions and broker non-votes are not
counted as "against" votes but are counted in the determination of a quorum.
 
      INCORPORATION BY REFERENCE -- CMS ENERGY CORPORATION PROXY STATEMENT
 
    Please refer to the proxy statement of CMS Energy Corporation, which is
dated April 15, 1999 and is furnished to you herewith, for information with
respect to the nominees for directors, meetings and committees of the Board of
Directors, compensation of directors and executive officers and various other
1999 proxy statement information. This information appears beginning with the
heading "Nominees for Election as Members of the Board of Directors" in the CMS
Energy Corporation's proxy statement, and is incorporated by reference herein.
 
            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
    The federal securities laws require Consumers' directors and designated
executive officers, and persons who own more that 10% of Consumers' stock, to
file with the Securities and Exchange Commission reports of ownership and
changes in ownership of any securities or derivative securities of Consumers. To
Consumers' knowledge, during the year ended December 31, 1998, all Consumers'
directors and designated executive officers made all required filings.
 
                  RATIFICATION OF THE APPOINTMENT OF AUDITORS
 
    Subject to approval at the annual meeting, the Board of Directors has
appointed Arthur Andersen LLP, independent public accountants, to audit the
financial statements of Consumers for the year 1999. Arthur Andersen LLP also
served as Consumers' auditors for the year 1998. A representative of Arthur
Andersen LLP will be present at the annual meeting of shareholders and will have
an opportunity to make a statement and respond to appropriate questions.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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