sc13d.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
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)
September
22, 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. 1 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
evaluates its relationship with and investment in Constellation on an ongoing
basis. This evaluation has sometimes included discussions with
Constellation with respect to whether to seek to expand EDFI's current
relationship with Constellation through an increase in its ownership position,
together with appropriate and necessary modifications to the Investor
Agreement. EDFI was negotiating with Constellation to provide an
equity infusion in the form of non-voting securities as recently as Wednesday,
September 17, 2008. In the morning of Thursday, September 18, 2008,
Constellation announced that MidAmerican Energy Holdings Company ("MidAmerican")
had reached a tentative agreement to make a preferred stock investment in
Constellation and to acquire Constellation. In the early afternoon of
Friday, September 19, 2008, EDFI, Kohlberg Kravis Roberts & Co. L.P. and TPG
Capital, L.P. made a request to make a proposal (the "Proposal Request") to the
board of directors of Constellation to the extent that the board of directors of
Constellation was legally permitted to consider alternatives to the proposed
acquisition by MidAmerican. At approximately 5:00 p.m. (NY time) on
Friday, September 19, 2008, MidAmerican announced that it had reached a
definitive agreement to make a $1 billion preferred stock investment in
Constellation and to acquire Constellation for $26.50 per share.
The
terms of the Proposal Request submitted to the board of directors of
Constellation included an immediate investment by Monday, September 22, 2008 of
$1 billion through the purchase of non-voting preferred stock convertible into
(i) 10.4% of Constellation voting equity and 5.6% of non-voting equity
convertible into voting equity, and (ii) $750 million aggregate principal amount
of 10% senior notes. The other terms and conditions of the Proposal
Request were either the same as or in the aggregate more favorable to
Constellation than the terms and conditions of the preferred stock investment
proposed by MidAmerican and announced by MidAmerican and Constellation on the
morning of Thursday, September 18, 2008. In addition, the Proposal
Request offered the immediate commencement of negotiations of a merger agreement
to acquire all of the outstanding capital stock of Constellation at a price of
$35.00 per share and that such negotiations would be completed to permit
execution of a definitive merger agreement by October 9, 2008. The
Constellation board of directors has not responded to the Proposal
Request.
EDFI
as a shareholder believes that the MidAmerican transaction does not provide
adequate value to shareholders. EDFI remains committed to pursuing
opportunities in the US nuclear industry and is reviewing all of its options
with respect to increasing the value of its investment in Constellation for
itself and Constellation's other shareholders.
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.
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Dated:
September 22, 2008
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ÉLECTRICITÉ
DE FRANCE INTERNATIONAL, S.A.
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/s/ Anne Le
Lorier |
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Name:
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Anne
Le Lorier
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Title:
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DIRECTEUR
GÉNÉRAL ADJOINT CORPORATE
FINANCE
- TRÉSORERIE
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