- Current report filing (8-K)
October 21 2008 - 4:38PM
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 16,
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,
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)
o
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 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Change in Chief Financial Officer
Effective October 21, 2008, Jonathan W. Thayer was named Chief
Financial Officer of Constellation Energy Group, Inc. (Constellation). Mr. Thayer, age 37, previously served as
Vice President and Managing Director, Corporate Strategy and Development of
Constellation (since November 2004) and was appointed Treasurer of
Constellation in August 2008. Prior
to that, he served as Director, Investor Relations of Constellation from January 2003
until November 2004. Mr. Thayer
succeeds John R. Collins, who has resigned as Chief Financial Officer of Constellation
and will move into an advisory capacity to assist with Constellations merger
with MidAmerican Energy Holdings Company (MidAmerican) and other strategic
initiatives. Mr. Collins will also
remain Chairman of the Board of Managers of Constellation Energy Partners LLC,
which was formed by Constellation and in which Constellation currently owns an
approximately 28% equity interest. In
connection with the foregoing, Constellation issued a press release, which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
Waiver of Merger-Related Payments by Named Executive Officers
Mayo A. Shattuck III, Chairman, President and Chief Executive Officer
of Constellation, executed a letter agreement dated October 16, 2008
waiving certain payment and benefit rights he otherwise would have in
connection with the completion of Constellation Energys pending merger with
MidAmerican. Specifically, he waived any
right to receive payment of any cash severance to which he would otherwise be
entitled under his change in control agreement in connection with, and subject
to the completion of, the merger. Mr. Shattuck
has requested that Constellation donate the cash severance amount that he would
have received in the event of the termination of his employment following a
change in control, which would be approximately $18 million, to the
Constellation Energy Group Foundation.
Mr. Shattuck
also waived his right to accelerated vesting of his net accrued benefit under
Constellations supplemental benefit plans that would exist only if the merger
is completed. This waiver is effective
only if the merger is completed. As a
result of this waiver, completion of the merger will have no acceleration or
other impact on Mr. Shattucks rights to receive his net accrued benefits
under Constellations supplemental benefit plans.
In addition, two other named executive officers of Constellation,
Thomas V. Brooks, Executive Vice President of Constellation and President of
Constellation Energy Resources, and John R. Collins, each executed a letter
agreement dated October 17, 2008 amending their change in control
agreements to reduce the cash severance payments to which they would otherwise
be entitled in connection with, and subject to the completion of, the merger with
MidAmerican to the lesser of (a) one times (reduced from two times) their
base salary and annual incentive bonus and (b) $2 million.
2
The foregoing summary is qualified in its entirety by the letter agreements
executed by Messrs. Shattuck, Brooks and Collins, copies of which are
filed as Exhibits 10.1, 10.2 and 10.3, respectively, to the Form 8-K and
are incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
Exhibit No.
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Description
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10.1
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Letter agreement of Mayo A. Shattuck III dated October 16, 2008
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10.2
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Letter agreement of Thomas V. Brooks dated October 17, 2008
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10.3
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Letter agreement of John R. Collins dated October 17, 2008
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99.1
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Press release dated October 21, 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 21, 2008
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/s/ Charles A. Berardesco
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Charles A. Berardesco
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General Counsel and Corporate Secretary
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4
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Letter agreement of Mayo A. Shattuck III dated October 16, 2008
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10.2
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Letter agreement of Thomas V. Brooks dated October 17, 2008
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10.3
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Letter agreement of John R. Collins dated October 17, 2008
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99.1
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Press release dated October 21, 2008
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5
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