SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b)(c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )*
CMS Energy Corporation
------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------
(Title of Class of Securities)
125896100
------------------------------
(CUSIP Number)
DECEMBER 31, 2001
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-(c)
( ) Rule 13d-1(d)
----------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 12 Pages
CUSIP No. 125896100 13G Page 2 of 12 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 6,692,941
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 6,692,941 shared with its
investment adviser, TIAA-CREF Investment Management, LLC)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,692,941
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.047%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 125896100 13G Page 3 of 12 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA Separate Account VA-1
I.R.S. #13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 9,600
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 9,600
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,600
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.007%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 125896100 13G Page 4 of 12 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Mutual Funds
I.R.S. #13-4088138 (Equity Index Fund)
#13-3930561 (Growth & Income Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 83,851
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 83,851
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,851
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.063%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 125896100 13G Page 5 of 12 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Institutional Mutual Funds
I.R.S. #13-4055170 (Equity Index Fund)
#13-4055169 (Growth & Income Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 38,411
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 38,411
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,411
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.029%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 125896100 13G Page 6 of 12 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Life Funds
I.R.S. #13-4025227 (Stock Index Fund)
#13-4100625 (Growth & Income Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 9,626
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 9,626
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,626
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.007%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 12 Pages
Item 1(a). NAME OF ISSUER:
CMS Energy Corporation
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
Fairlane Plaza South, Suite 1100
330 Town Center Drive
Dearborn, Michigan 48126
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA Separate Account VA-1 ("VA-1")
(3) TIAA-CREF Mutual Funds ("Mutual Funds")
(4) TIAA-CREF Institutional Mutual Funds
("Institutional Funds")
(5) TIAA-CREF Life Funds ("Life Funds")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) VA-1 - 730 Third Avenue
New York, N.Y. 10017
(3) Mutual 730 Third Avenue
Funds - New York, N.Y. 10017
(4) Institutional Funds - 730 Third Avenue
New York, N.Y. 10017
(5) Life 730 Third Avenue
Funds - New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in New York
(2) VA-1 - Established in New York
(3) Mutual Funds - Incorporated in Delaware
(4) Institutional Funds - Incorporated in Delaware
(5) Life Funds - Incorporated in Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 125896100
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or dealer registered under Section 15 of the
Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) (x) Investment Company registered under Section 8 of the Investment Company
Act.
(e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
Page 8 of 12 Pages
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Page 9 of 12 Pages
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 6,692,941
(b) Percent of Class: 5.047%
(c) The Board of Trustees of CREF, an investment company, has sole
power to vote 6,692,941 shares of common stock and authority to direct
the disposition of the 6,692,941 shares of common stock. TIAA-CREF
Investment Management, LLC, CREF's investment adviser, is authorized
to sell the 6,692,941 shares on behalf of CREF in its discretion,
subject to the ultimate authority of the CREF Board of Trustees.
(2) TIAA SEPARATE ACCOUNT VA-1
(a) Amount Beneficially Owned: 9,600
(b) Percent of Class: 0.007%
(c) The management committee of VA-1, an investment company, has sole
power to vote 9,600 shares of common stock, and authority to direct
the disposition of the 9,600 shares of common stock. Teachers
Advisors, Inc., VA-1's investment adviser, is authorized to sell the
9,600 shares on behalf of VA-1 in its discretion, subject to the
ultimate authority of the VA-1 Management Committee.
(3) TIAA-CREF MUTUAL FUNDS
(a) Amount Beneficially Owned: 83,851
(b) Percent of Class: 0.063%
(c) The Board of Trustees of the Mutual Funds, an investment company,
has sole power to vote 83,851 shares of common stock, and authority to
direct the disposition of the 83,851 shares of common stock. Teachers
Advisors, Inc., the Mutual Fund's investment adviser, is authorized to
sell the 83,851 shares on behalf of the Mutual Funds in its
discretion, subject to the ultimate authority of the Mutual Funds
Board of Trustees.
(4) TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
(a) Amount Beneficially Owned: 38,411
(b) Percent of Class: 0.029%
(c) The Board of Trustees of the Institutional Funds, an investment
company, has sole power to vote 38,411 shares of common stock, and
authority to direct the disposition of the 38,411 shares of common
stock. Teachers Advisors, Inc., the Institutional Funds' investment
adviser, is authorized to sell the 38,411 shares on behalf of the
Institutional Funds in its discretion, subject to the ultimate
authority of the Institutional Funds Board of Trustees.
(5) TIAA-CREF LIFE FUNDS
(a) Amount Beneficially Owned: 9,626
(b) Percent of Class: 0.007%
(c) The Board of Trustees of the Life Funds, an investment company,
has sole power to vote 9,626 shares of common stock, and authority to
direct the disposition of the 9,626 shares of common stock. Teachers
Advisors, Inc., the Life Fund's investment adviser, is authorized to
sell the 9,626 shares on behalf of the Life Funds in its discretion,
subject to the ultimate authority of the Life Funds Board of Trustees.
Page 10 of 12 Pages
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 11 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 12, 2002
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ LISA SNOW
--------------------------------------------
Lisa Snow
Vice President and Chief
Counsel, Corporate Law
TIAA SEPARATE ACCOUNT VA-1
By: /s/ LISA SNOW
--------------------------------------------
Lisa Snow
Vice President and Chief
Counsel, Corporate Law
TIAA-CREF MUTUAL FUNDS
By: /s/ LISA SNOW
--------------------------------------------
Lisa Snow
Vice President and Chief
Counsel, Corporate Law
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By: /s/ LISA SNOW
--------------------------------------------
Lisa Snow
Vice President and Chief
Counsel, Corporate Law
TIAA-CREF LIFE FUNDS
By: /s/ LISA SNOW
--------------------------------------------
Lisa Snow
Vice President and Chief
Counsel, Corporate Law
Page 12 of 12 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
College Retirement Equities Fund - IV
TIAA Separate Account VA-1 - IV
TIAA-CREF Mutual Funds - IV
TIAA-CREF Institutional Mutual Funds - IV
TIAA-CREF Life Funds - IV
The College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF
Mutual Funds, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (the
"Reporting Persons") are filing as a group because CREF's investment adviser,
TIAA-CREF Investment Management, LLC, is affiliated and employs some of the same
investment personnel as Teachers Advisors, Inc., the investment adviser for TIAA
Separate Account VA-1,TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual
Funds and TIAA-CREF Life Funds. However, because separate investment decisions
are made with respect to the respective portfolio holdings of each of the
Reporting Persons and there is no oral or written agreement or arrangement among
the Reporting Persons with respect to acquisition, voting, disposition or
otherwise of their securities, each Reporting Person disclaims beneficial
ownership of the others' securities holdings and disclaims its membership in a
group with the other Reporting Person, where the purpose of the group is to
acquire control of or influence management of the issuer.