Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)
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
2, 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).
Item
1. Security and Issuer.
The
class
of equity securities to which this Amendment No. 2 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.
The
second paragraph of Item 4 is hereby amended and restated in its entirety as
follows:
EDFI,
a
wholly owned subsidiary of EDF, evaluates its investment in and relationship
with Constellation on an ongoing basis. Since the announcement on September
19,
2008 of Constellation's proposed acquisition by MidAmerican Energy Holdings
Company ("MidAmerican"), EDFI has been considering various alternatives to
the
proposed MidAmerican transaction. EDFI believes that the proposed acquisition
by
MidAmerican significantly undervalues Constellation. In this connection, on
December 2, 2008, EDFI submitted a proposal letter (the "Proposal") to the
board
of directors of Constellation (the "Board"). The Proposal provides for, among
other things, EDFI’s purchase of a 50% ownership interest in the nuclear
generation and operation business of Constellation for a purchase price of
$4.5
billion, an up-front $1 billion cash investment in Constellation in the form
of
a nonconvertible cumulative preferred stock (the "Preferred") and an asset
put
option pursuant to which Constellation could, at its option, sell to EDFI
non-nuclear generation assets having an aggregate value of up to $2 billion.
The
amount of any investment by EDFI in the Preferred would be credited against
the
purchase price for the 50% ownership interest in Constellation's nuclear
business, such that, at the closing of the transaction, EDFI would surrender
the
Preferred as payment for $1 billion of the $4.5 billion purchase price. As
detailed in the Proposal, EDFI believes the values presented in the Proposal
imply a per share price of around $52.00 for Constellation common stock. The
foregoing summary of the Proposal is qualified by reference to the copy of
the
Proposal included as Exhibit 99.1 to this Schedule 13D/A and incorporated herein
in its entirety by reference. Also included as Exhibit 99.2 to this Schedule
13D/A are documents related to the Preferred.
EDFI
believes that the Board should determine that the Proposal constitutes, or
is
reasonably likely to result in, a "Superior Proposal" under the MidAmerican
merger agreement. Even if the Board would not make this determination, EDFI
believes that the terms of the Proposal provide the basis necessary for the
Board to change its recommendation of the MidAmerican transaction consistent
with its duties to Constellation's stockholders.
Item
7. Material to be Filed as Exhibits.
|
Exhibit
Number
|
Description
|
| |
|
|
99.1
|
Proposal
letter from Électricité de France International, S.A. to the board of
directors of Constellation Energy Group, Inc., dated December 2,
2008.
|
| |
|
|
99.2
|
Preferred
Stock Documents and Agreements.
|
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 2, 2008
ÉLECTRICITÉ
DE FRANCE INTERNATIONAL, S.A.
/s/
Anne
Le
Lorier
| |
Title:
|
DIRECTEUR
GÉNÉRAL ADJOINT CORPORATE
FINANCE
- TRÉSORERIE
EXECUTIVE
DIRECTOR
|