0001104659-06-067811.txt : 20061020 0001104659-06-067811.hdr.sgml : 20061020 20061020165108 ACCESSION NUMBER: 0001104659-06-067811 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061020 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061020 DATE AS OF CHANGE: 20061020 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25931 FILM NUMBER: 061156009 BUSINESS ADDRESS: STREET 1: 750 E PRATT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4107832800 MAIL ADDRESS: STREET 1: 750 E PRATT STREET 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 8-K 1 a06-22331_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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): October 20, 2006 (October 20, 2006)

CONSTELLATION ENERGY GROUP, INC.

Exact name of registrant as specified in its charter

1-12869		MARYLAND		52-1964611
Commission File Number		(State of Incorporation of both registrants)		IRS Employer Identification No.

750 E. PRATT STREET, BALTIMORE, MARYLAND		21202
(Address of principal executive offices)		(Zip Code)

410-783-2800

(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 20, 2006, the Board of Directors of Constellation Energy Group, Inc. (“Constellation”) adopted an amendment revising Article II, Section 2 of Constellation’s by-laws to provide that the annual meeting of stockholders for 2006 shall be held on any date during the period of December 1 through December 31, 2006, as determined by the Board. For annual meetings subsequent to 2006, the by-laws will continue to provide that the annual meeting be held on any date during the period of May 1 through May 31, as determined year to year by the Board.

A copy of the amendment to the by-laws is attached hereto as Exhibit 3 and is incorporated by reference herein.

ITEM 8.01. Other Events

Constellation’s regular annual meeting of shareholders for 2006 has been scheduled for December 8, 2006. No date has yet been established for the shareholder meeting to obtain shareholder approval of proposals relating to the pending merger with FPL Group, Inc.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

3		Amendment to the Constellation Energy Group, Inc. By-laws.

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.

		CONSTELLATION ENERGY GROUP, INC.
		(Registrant)


Date: October 20, 2006		/s/ Charles A. Berardesco
		Charles A. Berardesco
		Vice President, Associate General Counsel, Chief Compliance Officer and Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description

3		Amendment to the Constellation Energy Group, Inc. By-laws.

EX-3 2 a06-22331_1ex3.htm EX-3

Exhibit 3

Amendment to By-laws of Constellation Energy Group, Inc.

Section 2 of Article II of the by-laws of Constellation Energy Group, Inc. shall be amended and restated in its entirety to read as follows:

Section 2. - Annual Meetings.

The Annual Meeting of the stockholders for the election of directors and for the transaction of general business shall be held on any date during the period of May 1 through May 31, as determined year to year by the Board; provided, that the Annual Meeting of the stockholders for the year 2006 shall be held on any date during the period December 1 through December 31, 2006, as determined by the Board. The time and location of the meeting shall be determined by the Board. Failure to hold an Annual Meeting does not invalidate the Corporation’s existence or affect any otherwise valid corporate acts.

The Chief Executive Officer of the Corporation shall prepare, or cause to be prepared, an annual report containing a full and correct statement of the affairs of the Corporation, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted to the stockholders at or prior to the Annual Meeting.