- Current report filing (8-K)
September 16 2009 - 4:37PM
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):
September 16, 2009
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
1.01. Entry into a Material
Definitive Agreement
On
September 16, 2009, the Master Put Option and Membership Interest Purchase
Agreement, dated as of December 17, 2008 (the Master Agreement), by and
among Constellation Energy Group, Inc. (the Seller), EDF Development
Inc. (the Purchaser), E.D.F. International S.A. and Constellation Energy
Nuclear Group, LLC was amended to change the termination date of the Master
Agreement from September 17, 2009 (the date that is nine months from the
date of the Master Agreement) to October 30, 2009. All other terms of the Master Agreement
remain in full force and effect including the provision enabling either the
Seller or Purchaser to extend the termination date to December 17, 2009
(the date that is twelve months from the date of the Master Agreement) in the
event that all conditions to closing have been satisfied as of October 30,
2009 other than the receipt of required regulatory approvals or the existence
of a law or court order prohibiting the closing.
Amendment
No. 1 to the Master Agreement is attached as Exhibit 2.1 and is
incorporated herein by reference.
Forward-Looking Statements.
We make statements in this report that may be
considered forward-looking statements within the meaning of the Securities
Exchange Act of 1934. These statements are not guarantees of our future
performance and are subject to risks, uncertainties and other important factors
that could cause our actual performance or achievements to be materially different
from those we project. For a full discussion of these risks, uncertainties and
factors, we encourage you to read our documents on file with the Securities and
Exchange Commission, including those set forth in our periodic reports under
the forward-looking statements and risk factors sections. Except as required by law, we do not intend
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Item
9.01. Financial Statements
and Exhibits
(d) Exhibits
Exhibit No.
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Description
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2.1
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Amendment
No. 1 to the Master Put Option and Membership Interest Purchase
Agreement
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2
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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September 16,
2009
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/s/
Charles A. Berardesco
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Charles
A. Berardesco
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Senior
Vice President and General Counsel
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3
EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Amendment
No. 1 to the Master Put Option and Membership Interest Purchase
Agreement
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4
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