Constellation Energy Group Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 02 2008 - 2:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
October 1,
2008
Commission
File Number
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Exact
name of registrant as specified in its charter
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IRS
Employer
Identification No.
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1-12869
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CONSTELLATION
ENERGY GROUP, INC.
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52-1964611
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MARYLAND
(State of Incorporation of registrant)
100 CONSTELLATION WAY,
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BALTIMORE, MARYLAND
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21202
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(Address of principal executive offices)
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(Zip Code)
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410-470-2800
(Registrants telephone
number, including area code)
NOT
APPLICABLE
(Former name, former address
and former fiscal year, if
changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01
Other Events
Effective October 1,
2008, Constellation Energy Group, Inc. (Constellation) and MidAmerican
Energy Holdings Company (MidAmerican) entered into a letter agreement
pursuant to which MidAmerican waived its limited due diligence termination
right under Section 9.1(h) of that certain Agreement and Plan of
Merger, dated as of September 19, 2008, by and among Constellation,
MidAmerican and MEHC Merger Sub Inc., a wholly-owned subsidiary of MidAmerican
(the Merger Agreement). A copy of the waiver
letter is attached as Exhibit 99.1 to this report and is incorporated
herein by reference. A copy of the
Merger Agreement was filed previously as Exhibit 2.1 to the Current Report
on Form 8-K filed by Constellation on September 22, 2008. A copy of a joint press release announcing the
limited due diligence termination right waiver is attached as Exhibit 99.2
to this report and is incorporated herein by reference.
*
*
*
Forward-Looking Statements
.
This
report contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including, but not limited to,
statements relating to the proposed transaction between Constellation and
MidAmerican and the expected timing and completion of the transaction. Words such as anticipate, believe, plan,
estimate, expect, intend, will, should, may, and other similar
expressions are intended to identify forward looking statements. Such
statements are based upon the current beliefs and expectations of our
management and involve a number of significant risks and uncertainties, many of
which are difficult to predict and generally beyond the control of
Constellation and MidAmerican. Actual results may differ materially from the
results anticipated in these forward-looking statements. There can be no
assurance as to the timing of the closing of the transaction, or whether the
transaction will close at all. The
following factors, among others, could cause or contribute to such material
differences: the ability to obtain the approval of the transaction by
Constellations shareholders; the ability to obtain governmental approvals of
the transaction or to satisfy other conditions to the transaction on the terms
and expected timeframe or at all; transaction costs; economic conditions; a
material adverse change in the business, assets, financial condition or results
of operations of Constellation; a material deterioration in Constellations
retail and/or wholesale businesses and assets; and the effects of disruption
from the transaction making it more difficult to maintain relationships with
employees, customers, other business partners or government entities.
Additional factors that could cause Constellations results to differ materially
from those described in the forward-looking statements can be found in the
periodic reports filed with the Securities and Exchange Commission and in the
proxy statement Constellation intends to file with the Securities and Exchange
Commission and mail to its shareholders with respect to the proposed
transaction, which are or will be available at the Securities and Exchange
Commissions Web site (http://www.sec.gov) at no charge. Constellation assumes no responsibility to
update any forward-looking statements as a result of new information or future
developments except as expressly required by law.
Additional Information and Where to Find It
. This communication is being made in respect
of the proposed merger transaction involving Constellation and MidAmerican. In
connection with the proposed transaction, Constellation will file with the
Securities and Exchange Commission a
2
proxy statement and will mail the proxy statement to
its shareholders.
Shareholders are encouraged
to read the proxy statement regarding the proposed transaction when it becomes
available because it will contain important information
. Shareholders will be able to obtain
a free copy of the proxy statement, as well as other filings made by
Constellation regarding Constellation, MidAmerican and the proposed
transaction, without charge, at the Securities and Exchange Commissions
Internet site (http://www.sec.gov). These materials can also be obtained, when
available, without charge, by directing a request to Constellation, Shareholder
Services, 100 Constellation Way, Baltimore, Maryland 21202.
Participants in the Solicitation
.
Constellation,
MidAmerican and their respective directors and executive officers and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Constellations
directors and executive officers is included in Constellations Annual Report
on Form 10-K for the year ended December 31, 2007 and Constellations
notice of annual meeting and proxy statement for its most recent annual
meeting, which were filed with the Securities and Exchange Commission on February 27,
2008 and April 29, 2008, respectively. Other information regarding the participants
in the solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the Securities and Exchange
Commission in connection with the proposed transaction.
Item 9.01.
Financial Statements
and Exhibits
(d)
Exhibits
Exhibit No.
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Description
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99.1
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Waiver Letter dated October 1, 2008.
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99.2
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Joint Press Release, dated October 2, 2008.
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934 the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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CONSTELLATION ENERGY GROUP, INC.
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(Registrant)
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Date
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October 2, 2008
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/s/ Charles A. Berardesco
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Charles A. Berardesco
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Vice President, Deputy General Counsel,
Chief
Compliance Officer and Corporate Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Waiver Letter dated October 1, 2008.
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99.2
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Joint Press Release, dated October 2, 2008.
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5
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