- Current report filing (8-K)
October 14 2008 - 5:18PM
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 14, 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
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(State of Incorporation of registrant)
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100 CONSTELLATION WAY, 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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
8.01 Other Events
On October 14, 2008,
Constellation Energy Group, Inc. (Constellation) distributed a
communication to employees updating them on the status of the pending merger
with MidAmerican Energy Holdings Company (MidAmerican). A copy of the employee communication is
attached as Exhibit 99.1 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
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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 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
2
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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Employee
communication dated October 14, 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 14, 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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4
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Employee
communication dated October 14, 2008
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