-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950124-02-002053.txt : 20020611
<SEC-HEADER>0000950124-02-002053.hdr.sgml : 20020611
<ACCEPTANCE-DATETIME>20020611100136
ACCESSION NUMBER:		0000950124-02-002053
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20020610
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020611

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CMS ENERGY CORP
		CENTRAL INDEX KEY:			0000811156
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				382726431
		STATE OF INCORPORATION:			MI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09513
		FILM NUMBER:		02676076

	BUSINESS ADDRESS:	
		STREET 1:		FAIRLANE PLZ S STE 1100
		STREET 2:		330 TOWN CENTER DR
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126
		BUSINESS PHONE:		3134369261

	MAIL ADDRESS:	
		STREET 1:		FAIRLANE PLAZA SOUTH, SUITE 1100
		STREET 2:		330 TOWN CENTER DRIVE
		CITY:			DEARBORN
		STATE:			MI
		ZIP:			48126

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05611
		FILM NUMBER:		02676077

	BUSINESS ADDRESS:	
		STREET 1:		212 W MICHIGAN AVE
		CITY:			JACKSON
		STATE:			MI
		ZIP:			49201
		BUSINESS PHONE:		5177881030

	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

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PANHANDLE EASTERN PIPE LINE CO
		CENTRAL INDEX KEY:			0000076063
		STANDARD INDUSTRIAL CLASSIFICATION:	NATURAL GAS DISTRIBUTION [4924]
		IRS NUMBER:				440382470
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-02921
		FILM NUMBER:		02676078

	BUSINESS ADDRESS:	
		STREET 1:		5444 WESTHEIMER COURT
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77056
		BUSINESS PHONE:		7136275400

	MAIL ADDRESS:	
		STREET 1:		P O BOX 1642
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77251-1642
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k70140e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                                    FORM 8-K

                                 CURRENT REPORT


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JUNE 10, 2002

<TABLE>
<CAPTION>

            COMMISSION                     REGISTRANT; STATE OF INCORPORATION;                  IRS EMPLOYER
           FILE NUMBER                        ADDRESS; AND TELEPHONE NUMBER                  IDENTIFICATION NO.
           -----------                     -----------------------------------               ------------------
          <S>                           <C>                                                 <C>
              1-9513                             CMS ENERGY CORPORATION                          38-2726431
                                                (A Michigan Corporation)
                                            Fairlane Plaza South, Suite 1100
                                                  330 Town Center Drive
                                                Dearborn, Michigan 48126
                                                     (313) 436-9261

              1-5611                            CONSUMERS ENERGY COMPANY                         38-0442310
                                                (A Michigan Corporation)
                                                212 West Michigan Avenue
                                                    Jackson, Michigan
                                                     (517) 788-1030

              1-2921                       PANHANDLE EASTERN PIPE LINE COMPANY                   44-0382470
                                                (A Delaware Corporation)
                                           5444 Westheimer Road, P.O. Box 4967
                                                Houston, Texas 77210-4967
                                                     (713) 989-7000

</TABLE>


<PAGE>



ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On June 10, 2002, CMS Energy Corporation ("CMS Energy"), Consumers Energy
Company ("Consumers"), and Panhandle Eastern Pipe Line Company ("Panhandle" and
collectively with CMS Energy and Consumers and all their respective
subsidiaries, the "Company") received a letter, attached hereto as Exhibit 99.1
and incorporated herein by reference, from Arthur Andersen LLP ("Arthur
Andersen") which indicates that the client-auditor relationship between Arthur
Andersen and the Company ceased. As previously disclosed on a Form 8-K dated
April 29, 2002, the Boards of Directors of CMS Energy and Consumers, on April
22, 2002, voted to discontinue the use of Arthur Andersen for the year ending
December 31, 2002. In a Form 8-K dated May 29, 2002, the Company stated that
Arthur Andersen would continue to be retained by CMS Energy in connection with
restating its financial statements as disclosed therein.

CMS Energy is currently in the process of completing the restatement that was
disclosed in the May 29, 2002 Form 8-K, which will involve amending its 2001
Form 10-K and restating its financial statements for 2000 and 2001 to eliminate
from revenue and expense all of the effects of round trip trades. These round
trip trades are also currently the subject of an investigation by a Special
Committee of the Board of Directors of CMS Energy.

As previously announced, Ernst & Young LLP ("Ernst & Young") has been retained
to audit the financial statements of the Company for the year ending December
31, 2002, including the separate financial statements of Consumers and
Panhandle, Ernst & Young has advised CMS Energy that it will audit, to the
extent necessary, the Company's restated financial statements for the years
ended December 31, 2000 and 2001. CMS Energy will publish restated financial
statements promptly upon completion of the investigation and required audit
work.

Following CMS Energy's announcement that it would restate its financial
statements for 2000 and 2001 to eliminate the effects of round trip energy
trades and form a Special Committee of its Board of Directors to investigate
these trades, Arthur Andersen informed the Audit Committee of CMS Energy (by
letter dated June 10, 2002, a copy of which is attached hereto as Exhibit 99.2
and incorporated herein by reference) that, in light of the uncertainty
regarding (a) when the Special Committee will complete its work, (b) what the
results of that work will be, and (c) whether the Special Committee's work will
have a related impact on previously stated financial statements, Arthur
Andersen's auditor reports related to the consolidated financial statements of
CMS Energy and subsidiaries as of and for the years ended December 31, 2000 and
2001 cannot be relied upon. Arthur Andersen further advised that given the
current situation at Arthur Andersen and the uncertain timing of when the
Special Committee will complete its work, that Arthur Andersen would be unable
to issue an opinion on the proposed restated financial statements as of and for
the years ended December 31, 2000 and 2001.

This letter applies only to Arthur Andersen's auditor reports related to the
consolidated financial statements of CMS Energy and subsidiaries as of and for
the years ended December 31, 2000 and 2001, and not to the separate audited
financial statements of Consumers and Panhandle for those years.


<PAGE>

Arthur Andersen's reports on the Company's consolidated financial statements for
each of the fiscal years ended December 31, 2001 and December 31, 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.


During the fiscal years ended December 31, 2001 and December 31, 2000, and
through the date hereof, there were no disagreements with Arthur Andersen on any
matter of accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter in connection with its report to the Audit Committee of the Board, or its
report on the Company's consolidated financial statements for such years.


Except as described above with respect to Arthur Andersen's indication that its
auditor reports related to the consolidated financial statements of CMS Energy
and subsidiaries as of and for the years ended December 31, 2000 and 2001 cannot
be relied upon, there were no reportable events as defined in Item 304(a)(1)(v)
of Regulation S-K. The Chairman of the Audit Committee of the Board of Directors
of CMS Energy has discussed this event with Arthur Andersen. CMS Energy has
authorized Arthur Andersen to respond fully to the inquiries of Ernst & Young
concerning this event.

During the Company's two most recent fiscal years ended December 31, 2000 and
December 31, 2001 and the subsequent interim period through June 10, 2002, the
Company did not consult with Ernst & Young regarding any matter or event
identified in Item 304(a)(2)(i) or (ii) of Regulation S-K.

The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter dated June 10,
2002.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

16.1     Arthur Andersen Letter dated June 10, 2002 confirming receipt of
         foregoing disclosures.

99.1     Arthur Andersen Letter dated June 10, 2002 ceasing client-auditor
         relationship.

99.2     Arthur Andersen Letter dated June 10, 2002 regarding Opinion Letters
         for the years ending 2000 and 2001.



<PAGE>

                           FORWARD LOOKING STATEMENTS

This Form 8-K contains "forward-looking statements" that are subject to risks
and uncertainties. They should be read in conjunction with the "Forward-Looking
Statement Cautionary Factors" in CMS Energy's, Consumers' and Panhandle's Form
10-K, Item 1 (incorporated by reference herein) that discusses important factors
that could cause CMS Energy's, Consumers Energy's and Panhandle's results to
differ materially from those anticipated in such statements.





                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.


                               CMS ENERGY CORPORATION


Dated:   June 11, 2002         By:  /s/ Alan M. Wright
                                    ------------------
                                    Alan M. Wright
                                    Executive Vice President, Chief Financial
                                    Officer and Chief Administrative Officer




                               CONSUMERS ENERGY COMPANY


Dated:   June 11, 2002         By:  /s/ Alan M. Wright
                                    ------------------
                                    Alan M. Wright
                                    Executive Vice President, Chief Financial
                                    Officer and Chief Administrative Officer



                               PANHANDLE EASTERN PIPE LINE COMPANY


Dated:  June 11, 2002          By:  /s/ William J. Haener
                                    ---------------------
                                    Chairman of the Board





<PAGE>
                                 Exhibit Index


16.1      Arthur Andersen letter dated June 10, 2002 confirming receipt of
          foregoing disclosures.

99.1      Arthur Andersen Letter dated June 10, 2002 ceasing client-auditor
          relationship.

99.2      Arthur Andersen Letter dated June 10, 2002 regarding Opinion Letters
          for the years ending 2000 and 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>k70140exv16w1.txt
<DESCRIPTION>LETTER CONFIRMING RECEIPT OF FOREGOING DISCLOSURES
<TEXT>
<PAGE>
                                                                    EXHIBIT 16.1

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Avenue
Washington, DC 20549



June 10, 2002

Dear Sir/Madam:

We have read the statements made in paragraphs one, four, five, six, seven and
eight of Item 4 included in the Form 8-K dated June 10, 2002 of CMS Energy
Corporation, Consumers Energy Company and Panhandle Eastern Pipe Line Company to
be filed with the Securities and Exchange Commission and are in agreement with
the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP



cc:  Preston D. Hopper, CMS Energy Corporation

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>k70140exv99w1.txt
<DESCRIPTION>LETTER CEASING CLIENT-AUDITOR RELATIONSHIP
<TEXT>
<PAGE>
                                                                   EXHIBIT  99.1

Mr. Preston Hopper
Senior Vice President, Chief
Accounting Officer
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126



June 10, 2002

Dear Mr. Hopper,

This is to confirm that the client-auditor relationship between CMS Energy
Corporation (Commission File Number 1-9513), Consumers Energy Company
(Commission File Number 1-5611) and Panhandle Eastern Pipe Line Company
(Commission File Number 1-2921) and Arthur Andersen LLP has ceased.

Very truly yours,


/s/ Arthur Andersen LLP


cc:  SEC Office of the Chief Accountant

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>k70140exv99w2.txt
<DESCRIPTION>LETTER REGARDING OPINION LETTERS FOR 2000 AND 2001
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

Audit Committee of the Board of Directors
CMS Energy Corporation
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126

June 10, 2002


We have been informed that CMS Energy Corporation has formed a special committee
of the Board of Directors to study the circumstances involving the disclosed
"round-trip" trades. At this time, there remains uncertainty regarding: (a) when
the special committee will complete its work; (b) what the results of that work
will be; and (c) whether the special committee's work will have a related impact
on previously issued financial statements.

We are writing to inform you that, as a result of these circumstances, our
auditor reports related to the consolidated financial statements of CMS Energy
Corporation as of and for the years ending December 31, 2000 and 2001 cannot be
relied upon. This letter does not relate to our separate auditor reports dated
March 22, 2002 and February 15, 2002 for Consumers Energy Company and Panhandle
Eastern Pipe Line Company, respectively, for the years ending December 31, 2000
and 2001. Subject to any discussions you may have with the Securities and
Exchange Commission regarding this matter, CMS Energy Corporation should make
appropriate disclosure to those who may rely on such reports.

In addition, given the current situation at Andersen and the uncertain timing of
when the special committee will complete its work, please be advised that
Andersen will be unable to issue an opinion on the proposed restated financial
statements as of and for the years ending December 31, 2000 and 2001.


Very truly yours,

/s/ Arthur Andersen LLP



cc:  Preston D. Hopper


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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