-----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, JbIjXPuejSD7/oas/R3ufuq4SEJmO0vrQJoKPhG+Ds0u7fu9jqwpPYn06Kx2121j uygl9J3oPrUXrIwmunYhQA== 0000903423-10-000600.txt : 20101028 0000903423-10-000600.hdr.sgml : 20101028 20101028135333 ACCESSION NUMBER: 0000903423-10-000600 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101028 DATE AS OF CHANGE: 20101028 GROUP MEMBERS: E.D.F. INTERNATIONAL S.A. 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: 101147418 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: EDF Inc. CENTRAL INDEX KEY: 0001474255 IRS NUMBER: 300464462 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5404 WISCONSIN AVENUE STREET 2: SUITE 400 CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 240 744-8000 MAIL ADDRESS: STREET 1: 5404 WISCONSIN AVENUE STREET 2: SUITE 400 CITY: CHEVY CHASE STATE: MD ZIP: 20815 FORMER COMPANY: FORMER CONFORMED NAME: EDF Development Inc. DATE OF NAME CHANGE: 20091009 SC 13D/A 1 edf-13da9_1028.htm Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
 

 
Constellation Energy Group, Inc.
(Name of Issuer)
 
Common Stock, No Par Value
(Title of Class of Securities)
 
210371100
(CUSIP Number)
 
Jean-Pierre Benqué
EDF Inc. (formerly known as EDF Development Inc.)
5404 Wisconsin Avenue, Suite 400
Chevy Chase, MD 20815
(240) 744-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 26, 2010
 
(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) o
(b) o
  
  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)  
 o  
  6.  
Citizenship or Place of Organization
France
 
 
Number of
Shares
Beneficially
Owned by Each
Reporting
Person with
     7.  
Sole Voting Power
0
    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)  
 o  
  13.  
Percent of Class Represented by Amount in Row (11)
8.40%
  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)  o
(b)  o
  
  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)  
  o  
  6.  
Citizenship or Place of Organization
France
Number of
Shares Beneficially Owned by Each Reporting
Person with
     7.  
Sole Voting Power
0
    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)
  o  
  13.  
Percent of Class Represented by Amount in Row (11)
8.40%
  14.  
Type of Reporting Person (see instructions)
CO
       



 
 
 

  1.  
Names of Reporting Persons
EDF Inc. (formerly known as EDF Development Inc.)
  2.  
Check the Appropriate Box if a Member of a Group (see instructions)
(a) o
(b) o
  
  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)
  o  
  6.  
Citizenship or Place of Organization
Delaware
Number of
Shares Beneficially Owned by Each Reporting
Person with
     7.  
Sole Voting Power
0
    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)
  o  
  13.  
Percent of Class Represented by Amount in Row (11)
8.40%
  14.  
Type of Reporting Person (see instructions)
CO
       

 
 
 

Item 1.  Security and Issuer.

The class of equity securities to which this Amendment No. 9 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.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.  The Schedule 13D is hereby amended as follows:

Item 2.  Identity and Background.

Paragraph (a) of 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 Inc. (formerly known as EDF Development Inc.) (“EDFD”). The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 99.9 hereto.


Item 7.  Material to be Filed as Exhibits.
 
The Reporting Persons are filing Exhibit 99.25 with this Amendment No. 9 to replace Exhibit 99.14, which was filed on October 28, 2010 in the Amendment No. 8 to Schedule 13D.  Exhibit 99.25 supersedes Exhibit 99.14 for all purposes.

 
  Exhibit
Number
  Description

 
99.9
Joint Filing Agreement, dated as of November 10, 2009, by and among Électricité de France S.A.,
 
E.D.F. International S.A., EDF Development Inc.

 
99.25
Exhibit C to the Master Agreement dated as of October 26, 2010, by and between EDF and Constellation (the “Master Agreement”): terms of the Support Services Agreement (as such term is defined in the Master Agreement).

 


 
 
 

 
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:  October 28, 2010
 
 
ÉLECTRICITÉ DE FRANCE S.A.
   
 
 
 
/s/ Alain Tchernonog
_____________________________
 
Name: Alain Tchernonog
Title: GENERAL SECRETARY
   
 
E.D.F. INTERNATIONAL S.A.
   
 
 
 
/s/ Guillaume de Forceville
________________________________
 
Name: Guillaume de Forceville
Title: DEPUTY GENERAL MANAGER
 
 
EDF INC.
 
 
 
/s/ Jean-Pierre Benqué
_______________________________
Name: Jean-Pierre Benqué
Title: PRESIDENT
   
   
   
   
   

EX-99.25 2 exhibit-9925.htm Unassociated Document
Exhibit 99.25
Exhibit C

Administrative Services Agreement for Allocated and Direct Charge Services

 
 

Parties:
CEG and CENG
   
Pricing:
$55 million less $7.5 mm credit for “Consumption Based Pricing” (CBP) costs (both subject to 2% escalator beyond 2011) plus CBP costs in excess of $7.5 million
 
Examples of application of formula:
 
Example 1:
In year 1, if CBP costs are $10 mm, then:
Cost: $47.5 plus $2.5  = $50 mm expense
 
Example 2:
In year 1, if CBP costs are $15 mm, then:
Cost: $47.5 plus $7.5  = $55 mm expense
 
Example 3 (5 years later):
$55 mm inflated to $60.7
$7.5 mm credit inflated to $8.3
 
If CBP costs are $15 mm (in year 5), then:
Cost: $52.4 plus 6.7 = $59.1 mm expense
Term:
January 1, 2011 through December 31, 2017
Scope:
Scope and quantity of services as presently provided.
Other terms:
To be negotiated in good faith with all deliberate speed after the date of the Master Agreement on an arm’s length basis.

 
 EX-99.9 3 edf13da9-ex999_1028.htm Unassociated Document
 Exhibit 99.9


 
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
   
   
   
   
   



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