- Amended Statement of Beneficial Ownership (SC 13D/A)
December 18 2008 - 5:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)
Constellation
Energy Group, Inc.
_________________________________________________________________________________
(Name of Issuer
)
Common
Stock, No Par Value
_________________________________________________________________________________
(Title
of Class of Securities)
210371100
________________________________________________________________________________
(CUSIP
Number)
Anne Le
Lorier
Électricité
de France International, S.A.
20, place
de la Défense
92050
Paris la Défense Cedex
France
+33 1 40
42 70 32
________________________________________________________________________________
(
Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)
December
17, 2008
________________________________________________________________________________
(Date
of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Section 240.13d-7 for other parties
to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
The
information required on 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
(the "Exchange Act") or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of the Exchange
Act (however, see the Notes).
1.
|
Names
of Reporting Persons.
Électricité
de France International, S.A.
|
2.
|
Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[ ]
(b) [X]
|
3.
|
SEC
USE ONLY
|
4.
|
Source
of Funds (see instructions)
WC
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
6.
|
Citizenship
or Place of Organization
France
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
|
7.
|
Sole
Voting Power
16,964,095
|
8.
|
Shared
Voting Power
0
|
9.
|
Sole
Dispositive Power
16,964,095
|
10.
|
Shared
Dispositive Power
0
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
16,964,095
shares of Common Stock
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
8.52%
|
14.
|
Type
of Reporting Person (see instructions)
CO
|
Item
1. Security and Issuer.
The class
of equity securities to which this Amendment No. 3 to Schedule 13D relates is
the common stock, without par value (the "Common Stock"), of Constellation
Energy Group, Inc., a Maryland corporation (the "Issuer" or
"Constellation"). The address of the principal executive offices of
the Issuer is 750 E. Pratt Street, Baltimore, Maryland 21202.
Item
4. Purpose of Transaction.
Item 4 is hereby amended and restated
in its entirety as follows:
EDFI
acquired the securities referenced in this report pursuant to (i) an investor
agreement, dated July 20, 2007 (the "Investor Agreement"), between EDFI and
Constellation, entered into in connection with the joint venture arrangement
between EDFI and Constellation with respect to development of nuclear projects
in the United States and Canada, and (ii) a series of open-market purchases
consummated by EDFI pursuant to an Accelerated Share Purchase Agreement entered
into on August 28, 2008 with Citibank N.A.
EDFI evaluated various alternative to
the proposed acquisition of Constellation by MidAmerican Energy Holdings Company
("MidAmerican") since the announcement on September 19, 2008 of that
transaction.
On December 17, 2008, EDFI, a wholly owned
subsidiary of EDF, and EDF Development, Inc. (“EDFD”), a wholly owned subsidiary
of EDFI, entered into a definitive agreement (the "Agreement") with
Constellation to acquire preferred stock and specified business interests and
assets of Constellation, subject to the terms and conditions of the
Agreement. The principal terms of the transaction include (i) the
acquisition of a 49.99% ownership interest in the nuclear generation and
operation business of Constellation for a purchase price of $4.5 billion,
subject to receipt of necessary regulatory approvals and satisfaction of other
closing conditions; (ii) the provision of a $1 billion up-front cash investment
in Constellation in the form of nonconvertible cumulative preferred stock (the
"Preferred"), which will be credited against the purchase price for the nuclear
generation and operation business; and (iii) the provision of additional
liquidity support through an asset put option pursuant to which Constellation
could, at its option, sell to EDFD non-nuclear generation assets of
Constellation having an aggregate value of up to $2 billion. In
connection with the transaction, EDF is also providing Constellation with a $600
million interim backstop liquidity facility. In connection with the
acquisition of the Preferred by EDFD, EDFD has the right to appoint an observer
to the board of directors of Constellation. Upon consummation of the
acquisition of the 49.99% interest in the nuclear generation and operation
business, EDFI will have the right to appoint a director to the board of
directors of Constellation. EDFD expects to close the transaction
within six to nine months.
In
conjunction with the Agreement, Constellation and MidAmerican have jointly
terminated their prior merger agreement.
Item
5.
Interest in
Securities of the Issuer.
Paragraphs
(a) and (b) of Item 5 are hereby amended and restated in their entirety as
follows:
(a) EDFI is
the beneficial holder of 16,964,095 shares of Constellation's Common Stock.
Based on information contained in Constellation's Schedule 14A filing with the
Securities and Exchange Commission, dated November 25, 2008, there were
179,274,673 issued and outstanding shares of Constellation's Common Stock as of
November 14, 2008. On December 17, 2008, Constellation issued
19,897,278 shares of Common Stock to MidAmerican; accordingly, EDFI is the
beneficial owner of 8.52% of Constellation's issued and outstanding Common
Stock.
(b)
Subject to the terms of the Amended and Restated Investor Agreement described in
Item 6, EDFI has sole power to vote or to direct the vote of and to dispose of
or direct the disposition of all of the shares of Common Stock reported on this
Schedule 13D/A.
Item
6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
In connection with the Agreement, EDFI
and Constellation entered into an Amended and Restated Investor Agreement
(amending the Investor Agreement), pursuant to which, upon consummation of the
acquisition of the 49.99% interest in the nuclear generation and operation
business, EDFI will have the right to appoint a director to the board of
directors of Constellation. In addition, among other changes, EDFI
has the right to vote its shares of Constellation stock with respect to certain
matters submitted for shareholder approval, including, but not limited to, any
business combination of Constellation or sale of all or substantially all of
Constellation's assets, any amendment to the articles of incorporation or the
bylaws of Constellation or other extraordinary transactions for which
shareholder approval is required under the Maryland General Corporation
Law. Also, EDFI will be released from certain of the standstill
provisions of the Amended and Restated Investor Agreement upon the occurrence of
certain events, and EDFI may freely dispose of its shares of Constellation stock
in accordance with Rule 144 of the Securities Act of 1933.
The responses to Items 4 and 6 of this
Schedule 13D/A and the documents included as Exhibits 99.1 – 99.6 are
incorporated herein in their entirety by reference.
Item 7. Material to be
Filed as Exhibits.
Exhibit
Number
|
Description
|
99.1
|
Amended
and Restated Investor Agreement by and between Constellation Energy Group,
Inc. and Électricité de France International, S.A. (incorporated by
reference to Exhibit 10.7 of Constellation's current report on Form 8-K
filed on December 17, 2008 (SEC File No. 001-12869)).
|
99.2
|
Master
Put Option and Membership Interest Purchase Agreement, by and among
Constellation Energy Group, Inc., EDF Development, Inc., Électricité de
France International, S.A. and Constellation Energy Nuclear Group, LLC
(incorporated by reference to Exhibit 2.1 of Constellation's current
report on Form 8-K filed on December 17, 2008 (SEC File No.
001-12869
)).
|
99.3
|
Stock
Purchase Agreement by and among Constellation Energy Group, Inc., EDF
Development, Inc. and Électricité de France International, S.A.
(incorporated by reference to Exhibit 10.2 of Constellation's current
report on Form 8-K filed on December 17, 2008 (SEC File No.
001-12869
)).
|
99.4
|
Investor
Rights Agreement by and between Constellation Energy Group, Inc. and EDF
Development, Inc. (incorporated by reference to Exhibit 10.3 of
Constellation's current report on Form 8-K filed on December 17, 2008 (SEC
File No.
001-12869
)).
|
99.5
|
Payment
Guaranty made by Électricité de France SA
in
favor of
Constellation Energy Group, Inc. (incorporated by reference to Exhibit
10.4 of Constellation's current report on Form 8-K filed on December 17,
2008 (SEC File No.
001-12869
)).
|
99.6
|
Joint
Press Release of Constellation Energy Group, Inc. and Électricité de
France SA, dated December 17, 2008 (incorporated by reference to Exhibit
99.2 of Constellation's current report on Form 8-K filed on December 17,
2008 (SEC File No.
001-12869)).
|
SIGNATURE
After reasonable inquiry and to the
best of the knowledge and belief of the undersigned, the undersigned certifies
that the information set forth herein is true,
complete
and correct.
Dated:
December 18, 2008
|
|
|
ÉLECTRICITÉ
DE FRANCE INTERNATIONAL, S.A.
/s/ Anne Le Lorier
________________________________
Name: Anne
Le Lorier
Title: DIRECTEUR
GÉNÉRAL ADJOINT CORPORATE
FINANCE –
TRÉSORERIE
EXECUTIVE
DIRECTOR
|
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