sc13d.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MTCJw+qch85HWwfzYXt0O6g+8ttibjNT+f9cNGNe9s0DxTCQWSc9Nqq+8ONZxWRw +dZfuj5QM1vK+MKldt8HkQ== 0001341004-09-002246.txt : 20091112 0001341004-09-002246.hdr.sgml : 20091111 20091112102911 ACCESSION NUMBER: 0001341004-09-002246 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091112 DATE AS OF CHANGE: 20091112 GROUP MEMBERS: EDF DEVELOPMENT INC. GROUP MEMBERS: ELECTRICITE DE FRANCE S.A. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY GROUP INC CENTRAL INDEX KEY: 0001004440 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 521964611 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57901 FILM NUMBER: 091174970 BUSINESS ADDRESS: STREET 1: 100 CONSTELLATION WAY CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4104702800 MAIL ADDRESS: STREET 1: 100 CONSTELLATION WAY CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION ENERGY CORP DATE OF NAME CHANGE: 19951220 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: E.D.F. International S.A. CENTRAL INDEX KEY: 0001447893 IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20, PLACE DE LA DEFENSE CITY: PARIS STATE: I0 ZIP: 92050 BUSINESS PHONE: 33140427032 MAIL ADDRESS: STREET 1: 20, PLACE DE LA DEFENSE CITY: PARIS STATE: I0 ZIP: 92050 FORMER COMPANY: FORMER CONFORMED NAME: Electricite de France International, S.A. DATE OF NAME CHANGE: 20081014 SC 13D/A 1 sc13d.htm SCHEDULE 13D/A sc13d.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Constellation Energy Group, Inc.

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

210371100

(CUSIP Number)

Jean-Pierre Benqué

EDF Development Inc.

1300 Eye Street, N.W., Suite 300

Washington, DC 20005

(202) 777-1140

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 6, 2009

(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 S.A.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
		(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (see instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
		[ ]
6.	Citizenship or Place of Organization France

	7.	Sole Voting Power 0
Number of Shares Beneficially Owned by Each Reporting Person with	8.	Shared Voting Power 16,964,095
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 16,964,095

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) 8.44%
14.	Type of Reporting Person (see instructions) CO

1.	Names of Reporting Persons. E.D.F. International S.A.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
		(a) [ ] (b) [ ]
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

	7.	Sole Voting Power 0
Number of Shares Beneficially Owned by Each Reporting Person with	8.	Shared Voting Power 16,964,095
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 16,964,095

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) 8.44%
14.	Type of Reporting Person (see instructions) CO

1.	Names of Reporting Persons. EDF Development Inc.
2.	Check the Appropriate Box if a Member of a Group (see instructions)
		(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (see instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
		[ ]
6.	Citizenship or Place of Organization Delaware

	7.	Sole Voting Power 0
Number of Shares Beneficially Owned by Each Reporting Person with	8.	Shared Voting Power 16,964,095
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 16,964,095

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) 8.44%
14.	Type of Reporting Person (see instructions) CO

Item 1. Security and Issuer.

The class of equity securities to which this Amendment No. 4 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 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a) This Schedule 13D is being filed by the following persons (each a "Reporting Person" and collectively, the "Reporting Persons"): (i) Électricité de France S.A. ("EDF"); (ii) E.D.F. International S.A. ("EDFI"); and (iii) EDF Development Inc. ("EDFD"). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 99.7 hereto.

(b) EDF and EDFI are organized in France. EDFD is organized in Delaware. The address of the principal office for EDF and EDFI is Tour EDF, 20, Place de la Défense, 92050 Paris, France. The address of the principal office for EDFD is 1300 Eye Street, N.W., Suite 300, Washington, DC 20005.

(c) EDF is a European energy company based in France. EDFI is a wholly-owned subsidiary of EDF, and EDFD is a wholly-owned subsidiary of EDFI.

(d) None of the Reporting Persons has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of the Reporting Persons, none of the executive officers and directors of the Reporting Persons has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e) None of the Reporting Persons is, and during the last five years none of the Reporting Persons has been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated in its entirety as follows:

EDFI initially 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. Subsequently, on October 15, 2009, EDFI contributed the securities referenced in this report to its wholly-owned subsidiary, EDFD, as permitted by the terms of the Amended and Restated Investor Agreement between EDFI and Constellation described in Item 6.

On November 6, 2009, EDFD consummated the acquisition of a 49.99% ownership interest in the nuclear generation and operation business of Constellation (the "Transaction"). In connection with the Transaction, on December 17, 2008, EDFD provided a $1 billion up-front cash investment in Constellation in the form of nonconvertible cumulative preferred stock (the "Preferred"), which was redeemed and credited against the purchase price for the nuclear generation and operation business upon consummation of the Transaction. In connection with the acquisition of the Preferred by EDFD, EDFD appointed an observer to the board of directors of Constellation. Following consummation of the Transaction, Constellation is appointing to its board EDFI's director designee.

In connection with the Transaction, EDFD provided additional liquidity support to Constellation 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 (the "Put Option"). The Put Option will terminate on December 31, 2010.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a) EDFD is the beneficial owner of 16,964,095 shares of Constellation's Common Stock. Based on information contained in Constellation's Form 10-Q filing with the Securities and Exchange Commission, dated November 6, 2009, there were 200,899,295 issued and outstanding shares of Constellation's Common Stock as of October 30, 2009; accordingly, EDFD is the beneficial owner of 8.44% of Constellation's issued and outstanding Common Stock. EDFI and EDF, as the direct and indirect parent companies of EDFD, may be deemed to be the beneficial owners of the Constellation Common Stock in which EDFD has beneficial ownership.

(b) Subject to the terms of the Amended and Restated Investor Agreement described in Item 6, EDF, EDFI and EDFD have shared 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.

(c) On October 15, 2009, EDFI contributed 16,964,095 shares of Constellation's Common Stock to EDFD at a value per share equal to $33.35, the opening price of the Common Stock as reported by the New York Stock Exchange on October 15, 2009.

(d) No person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by EDF, EDFI or EDFD, other than as described in this Item 5.

(e) Not applicable.

Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to include the following at the end of the first paragraph:

Under the terms of the Amended and Restated Investor Agreement, EDFI is expressly permitted to assign any of its rights, interests and obligations under the Amended and Restated Investor Agreement to an affiliate of EDFI to whom it may transfer its ownership interest in Constellation Common Stock. On October 15, 2009, EDFI and EDFD entered in a Contribution Agreement to effect EDFI's contribution of the Common Stock to EDFD, as described in Item 4 and Item 5(c).

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description
99.7	Joint Filing Agreement, dated as of November 10, 2009, by and among Électricité de France S.A., E.D.F. International S.A., and EDF Development Inc.
99.8	Agreement for Contribution of Shares by and between EDF Development Inc. and E.D.F. International S.A., dated as of October 15, 2009.

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: November 12, 2009

	ÉLECTRICITÉ DE FRANCE S.A.
	/s/ Daniel Camus
	Name:	Daniel Camus
	Title:	CHIEF FINANCIAL OFFICER

	E.D.F. INTERNATIONAL S.A.
	/s/ Anne Le Lorier
	Name:	Anne Le Lorier
	Title:	DIRECTEUR GÉNÉRAL ADJOINT CORPORATE FINANCE – TRÉSORERIE EXECUTIVE DIRECTOR

	EDF DEVELOPMENT INC.
	/s/ Jean-Pierre Benqué
	Name:	Jean-Pierre Benqué
	Title:	PRESIDENT

EX-99.7 2 ex99-7.htm JOINT FILING AGREEMENT ex99-7.htm

Exhibit 99.7

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, without par value, of Constellation Energy Group, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

Dated: November 10, 2009

	ÉLECTRICITÉ DE FRANCE S.A.
	/s/ Daniel Camus
	Name:	Daniel Camus
	Title:	CHIEF FINANCIAL OFFICER

	E.D.F. INTERNATIONAL S.A.
	/s/ Anne Le Lorier
	Name:	Anne Le Lorier
	Title:	DIRECTEUR GÉNÉRAL ADJOINT CORPORATE FINANCE – TRÉSORERIE EXECUTIVE DIRECTOR

	EDF DEVELOPMENT INC.
	/s/ Jean-Pierre Benqué
	Name:	Jean-Pierre Benqué
	Title:	PRESIDENT

EX-99.8 3 ex99-8.htm CONTRIBUTION AGREEMENT ex99-8.htm

Exhibit 99.8

AGREEMENT FOR CONTRIBUTION OF CONSTELLATION ENERGY GROUP, INC. SHARES BY E.D.F. INTERNATIONAL S.A. TO EDF DEVELOPMENT INC.

This Agreement for contribution of Shares (the “Agreement”) is entered into on October 15, 2009 by and between:

(1)	E.D.F. International S.A., a company organized and existing under the laws of France, with a registered office at 20 place de la Défense, 92050 Paris la Défense, France, represented by Mr. Guillaume de Forceville in his capacity as Deputy General Manager duly authorized (“EDFI”);

- on the one side -

and

(2)	EDF Development Inc., a company organized and existing under the laws of Delaware, having an office at c/o Skadden, Arps, Slate, Meagher & Flom, LLP, One Rodney Square, Wilmington Delaware 19899, represented by Mr. Jean-Pierre Benqué in his capacity as President duly authorized (“EDFD”),

- on the other side -

EDFI and EDFD are herein collectively referred to also as the “Parties” and individually as “a Party” or “each Party”).

WHEREAS:

A.	EDFI owns sixteen million nine hundred sixty four thousand and ninety five (16,964,095) shares (the “Shares”) of the common stock, without par value, of Constellation Energy Group, Inc., a Maryland corporation and a listed New York Stock Exchange company (“CEG”), representing approximately 8.52% percent of the of the issued and outstanding common stock of CEG.

B.	Under the ongoing process of rationalization, EDFI’s investments in the United States of America are to be regrouped within a single U.S. affiliate, EDFD.

C.	EDFI has agreed to contribute the Shares to EDFD, and EDFD has agreed to accept the Shares.

IT IS AGREED AS FOLLOWS:

1.	Definitions

	In addition to the terms defined above and other terms defined in other Sections hereof or in the Schedules hereto, the following terms shall have the meanings set forth below for the purposes of this Agreement:

	“Business Day” means any calendar day (other than a Saturday or a Sunday) on which banks are open for business in the District of Columbia, USA.

	“Closing” means the contribution of the Shares by EDFI to EDFD pursuant to Section 2 hereafter and, in general, the execution and exchange of all documents and the performance and consummation of all the obligations and transactions respectively required to be performed and consummated on or prior to the day on which the Closing is to take place pursuant to this Agreement.

	“Contribution Value” means the aggregate value of the Shares determined using the opening price per Share on October 15, 2009 as reported by the New York Stock Exchange, which the Parties have agreed to constitute the contribution of the Shares by EDFI to EDFD at fair value.

	“Execution Date” means the date of execution of this Agreement.

	“Person” means any individual, company, firm, partnership, joint venture, corporation, proprietorship, association, government, agency or institution of a government, or any other organization or entity.

	“Shares” has the meaning forth in Recital A.


2.	CONTRIBUTION OF CEG SHARES BY EDFI TO EDFD
2.1	Subject to the terms and conditions of this Agreement and the prior approval of the board of directors of EDFI and EDFD, on the Closing Date EDFI shall contribute and transfer to EDFD, and EDFD shall accept from EDFI, the Shares at the Contribution Value.

2.2	The Shares shall be transferred with all rights and entitlements relating thereto.


3.	CLOSING
3.1	The Closing shall take place on October 15, 2009 at EDFD’s offices c/o Skadden, Arps, Slate, Meagher & Flom, LLP, One Rodney Square, Wilmington Delaware 19899, at such time as the Parties may hereafter agree upon and at such other place as the Parties may hereafter agree upon.

3.2	On the closing Date,

	(a)	EDFI shall deliver or cause to be delivered to EDFD the Shares, free and clear of any Encumbrances; and

	(b)	EDFD shall formalize the contribution to additional paid in capital without issuance of common stock.

4.	Miscellaneous

4.1	Entire Agreement and modification

	This Agreement constitutes the entire Agreement between the Parties relating to the subject matter hereof. Any modification of this Agreement or additional obligation assumed by any

	Party in connection with the subject matter hereof shall be binding only if evidenced in writing and signed by the duly authorized representatives of EDFD and EDFI.

4.2	Severability

	Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition and unenforceability without invalidating the remaining provisions hereof. However, the Parties hereby undertake to use their best efforts to agree on substitute provisions which, while valid, will achieve as closely as possible the same economic effects as the invalid provisions.

4.3	Transfer taxes

	All transfer, stamp, sales, use, registration, recording, conveyancing, notarial and other such taxes, duties, fees, costs and expenses (including any penalties and interest) incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by EDFD.

4.5	Costs and expenses

	Each Party shall bear and pay its own legal, accountancy and other professional costs in relation to this Agreement and the performance of the obligations contemplated by it, except that the costs of the transfer of the Shares will be borne by EDFD. No such costs shall be charged to EDFI.

4.6	Notices

	All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand against acknowledgement of receipt or mailed, certified or registered mail with postage prepaid, or sent by facsimile or courier, as follows:

	(a)	if to EDFI:

		E.D.F. International S.A. Tour EDF-20, Place de la Défense, 37 étage 92050 Paris La Défense Cédex, France Attention: Ms Anne Collas Thiebault, General Secretary

or to such other person or address as EDFI shall designate by notice in the manner provided in this Section 4.6;

	(b)	if to EDFD:

		EDF Development Inc. 1300 Eye Street, NW, Suite 300, Washington D.C. 20005 Attention: Mr. Alexander Daniels, Legal Vice President

or to such other person or address as EDFD shall designate by notice in the manner provided in this Section 4.6.

4.7	Assignment

	This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective legal successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations of EDFI or EDFD hereunder shall be assigned without the prior written consent of the other Party except that EDFI may assign this Agreement to any affiliate thereof.

4.8	Applicable law

	This Agreement, including all agreements, documents and instruments executed hereunder, and the validity hereof and thereof shall be governed by and construed and interpreted in accordance with the substantive laws of State of Delaware.

4.9	Jurisdiction

	Any dispute between the Parties hereto, arising out of or in connection with this Agreement, including its implementation, interpretation, termination or enforcement, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one (1) arbitrator, who shall be appointed and be operating in accordance with said Rules. The venue of the arbitration shall be New York. All proceedings of the arbitration, including arguments and briefs, shall be conducted in English.


5.	Counterparts

	This Agreement is executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above in two copies, each of which shall be deemed an original.

E.D.F. International S.A.		EDF Development Inc.
By : /s/ Guillaume de Forceville		By : /s/ Jean-Pierre Benqué

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