- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
October 20 2008 - 5:29PM
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 16,
2008
Commission
File Number
|
|
Exact name of registrant as specified in its charter
|
|
IRS Employer
Identification No.
|
1-12869
|
|
CONSTELLATION ENERGY GROUP,
INC.
|
|
52-1964611
|
|
|
|
|
|
|
|
MARYLAND
|
|
|
|
|
(State of
Incorporation of registrant)
|
|
|
|
|
|
|
|
|
|
|
|
|
100 CONSTELLATION WAY, BALTIMORE, MARYLAND
|
|
21202
|
(Address of principal executive offices)
|
|
(Zip Code)
|
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
On October 17, 2008, Constellation and
MidAmerican issued joint press releases announcing the filing of a
merger-related application by MidAmerican with the Maryland Public Service Commission
and a preliminary proxy statement by Constellation with the Securities and
Exchange Commission, copies of which are attached as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference.
2
* * *
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
preliminary proxy statement Constellation has filed with the Securities and
Exchange Commission and intends to mail to its shareholders with respect to the
proposed transaction, which are 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 has filed with the
Securities and Exchange Commission a preliminary proxy statement and will mail
a definitive proxy statement to its shareholders.
Shareholders are encouraged to read the definitive 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
3
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, is contained in the preliminary proxy statement and other relevant
materials filed or 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.
|
|
Description
|
|
|
|
99.1
|
|
Joint press release dated October 17, 2008 regarding filing of
application with Maryland Public Service Commission
|
|
|
|
99.2
|
|
Joint press release dated October 17, 2008 regarding filing of
preliminary proxy statement with Securities and Exchange Commission
|
4
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.
|
|
|
CONSTELLATION ENERGY GROUP, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date:
|
October 20, 2008
|
|
|
/s/ Charles A. Berardesco
|
|
|
|
Charles
A. Berardesco
|
|
|
|
Vice President, Deputy General Counsel, Chief
Compliance Officer and Corporate Secretary
|
|
|
|
|
|
5
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Joint press release dated October 17, 2008 regarding filing of
application with Maryland Public Service Commission
|
|
|
|
99.2
|
|
Joint press release dated October 17, 2008 regarding filing of
preliminary proxy statement with Securities and Exchange Commission
|
6
Constellation Energy (NYSE:CEG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Constellation Energy (NYSE:CEG)
Historical Stock Chart
From Jul 2023 to Jul 2024