-----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, J8zmCz8YZG2DMsKx8oAp9o+aCVibNGTP9AEIaZdl0/9b9uKLgJpJwhqLqD7M89k4 wcULeRdWoovzWkpOPBaOcw== 0001104659-07-041491.txt : 20070518 0001104659-07-041491.hdr.sgml : 20070518 20070518170928 ACCESSION NUMBER: 0001104659-07-041491 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070518 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070518 DATE AS OF CHANGE: 20070518 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: 07865540 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 a07-14755_18k.htm 8-K

 

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):  May 18, 2007 (May 18, 2007)

 

CONSTELLATION ENERGY GROUP, INC.

Exact name of registrant as specified in its charter

 

Commission File Number

 

IRS Employer Identification No.

1-12869

 

52-1964611

 

 

 

 

MARYLAND

(State of Incorporation of both registrants)

 

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 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective May 18, 2007, E. Follin Smith resigned as Executive Vice President, Chief Financial Officer and Chief Administrative Officer of Constellation Energy Group, Inc. (“Constellation Energy”).  Also effective May 18, 2007, John R. Collins was named Chief Financial Officer of Constellation Energy.  Mr. Collins, age 49, serves as Senior Vice President (since 2004) and Chief Risk Officer (since 2002) of Constellation Energy.

Under the terms of separation agreed to by Ms. Smith and Constellation Energy, Ms. Smith will act as a consultant to the Company until February 2008 to ensure an orderly transition and may not compete with Constellation Energy until May 2009.  In exchange for these agreements and her prior service to Constellation Energy, Ms. Smith will be entitled to receive: (1) any cash payments due under Constellation Energy’s 2005-2007 and 2007-2009 long-term incentive plans, pro-rated for the number of months Ms. Smith was employed during the applicable performance period, with the amount paid to be determined in accordance with the terms of the plans applicable to all participating employees; (2) a discretionary 2007 cash bonus, pro-rated for the number of months Ms. Smith was employed during 2007; (3) accelerated pro-rata vesting of outstanding unvested restricted stock awards based on the number of months Ms. Smith was employed during the applicable vesting period (equal to 6,251 shares plus accrued dividends), with the remaining unvested awards being cancelled; and (4) a cash payment of approximately $1.3 million, which represents a pro-rata payment of the 75% deferred portion of her 2006 cash-based long-term incentive award that had been previously disclosed in Constellation Energy’s 2007 annual proxy statement.  Any cash payments due Ms. Smith will be paid to her when such cash payments are generally paid to other Constellation Energy employees.

In connection with the foregoing, Constellation Energy issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(c)           Exhibits

Exhibit No.

 

Description

99.1

 

Press Release, dated May 18, 2007.

 

2




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:       May 18, 2007

 

 

/s/ Charles A. Berardesco

 

 

 

 

Charles A. Berardesco

 

 

 

 

Vice President and Corporate Secretary

 

 

3




EXHIBIT INDEX

Exhibit No.

 

Description

99.1

 

Press Release, dated May 18, 2007.

 

4



EX-99.1 2 a07-14755_1ex99d1.htm EX-99.1

Exhibit 99.1

 

News Release

 

 

 

Media Line: 410 470-7433

 

 

 

www.constellation.com

 

 

 

 

 

 

 

Constellation Energy Generation Group

 

Constellation NewEnergy

 

Constellation Energy Commodities Group

 

Baltimore Gas and Electric Company

 

Constellation Energy Control & Dispatch Group

 

BGE HOME

 

Constellation Energy Projects & Services Group

 

Fellon-McCord & Associates

 

Media Contacts:                                                        Robert L. Gould
410 470-7433

Investor Contacts:                                             Kevin Hadlock
410 783-3647

John R. Collins Appointed Chief Financial Officer

E. Follin Smith to Continue to Serve as Consultant to Assure Smooth Transition

BALTIMORE, May 18, 2007 - Constellation Energy (NYSE: CEG) today announced that E. Follin Smith, currently executive vice president, chief financial officer and chief administrative officer, is stepping down to spend more time with her family.  The company also announced that John R. Collins, currently senior vice president and chief risk officer, will succeed Smith as chief financial officer, effective today.  Smith will continue to serve the company in a consulting capacity to facilitate a seamless transition through February 2008.

“This was an extremely difficult decision for me both because of my love for the company and the tremendous pride that I have in what we have built — a special company with future prospects that have never been brighter,” said Smith.  “I’ve decided that I want to be more actively involved with my children at this stage of their lives and, for right now, want to control my calendar more than is possible as the chief financial officer of a publicly traded company.  I look forward to continuing to serve the company in a consulting role.”

“Follin has been a key leader in Constellation Energy’s transformation during the past five and a half years,” said Mayo A. Shattuck III, chairman, president and chief executive officer of Constellation Energy.  “While we didn’t want to see her go, we support her decision and wish




her well, and know that the people, processes and systems she and her team have put in place will no doubt result in a smooth transition for John into his new role as chief financial officer.”

Collins, who will continue to serve as the company’s chief risk officer, brings to the position a strong financial management background, having held a variety of financial management and treasury roles of increasing importance, and led many critical initiatives during the past several years.  Collins began his career with Constellation Energy at Baltimore Gas and Electric Company in 1988.  In 1997, Collins became chief financial officer of Constellation Energy subsidiary, Constellation Commodities Group, where he was responsible for all financial matters, including business planning, financial analysis, capital management and risk control and credit.  In 2002, Collins, an acknowledged leader in the field of risk management in the energy industry, was named vice president and chief risk officer of Constellation Energy, and in 2004, named senior vice president.  In 2005, Collins was named chairman of the committee of chief risk officers, a group which has defined energy risk management best practice.

Collins earned a bachelor’s degree in business administration from the University of Delaware and a master’s degree in business administration from the University of Pittsburgh.

“The appointment of John, who has made many important contributions to the success of Constellation Energy, is a clear illustration of our succession plan at work,” said Shattuck.  “Under John’s leadership, Constellation Energy developed many of the risk management standards necessary for the competitive energy industry to thrive.  He and his team designed our proprietary risk-adjusted return on capital evaluation tools, which have served as the foundation for Constellation Energy’s success.  With his strong risk management and equally strong financial and negotiating skills, I can’t think of anyone better equipped to take on the role of chief financial officer at this point in Constellation Energy’s ongoing evolution.”

Constellation Energy (www.constellation.com), a FORTUNE 200 company with 2006 revenues of $19.3 billion, is the nation’s largest competitive supplier of electricity to large commercial and industrial customers and the nation’s largest wholesale power seller. Constellation Energy also manages fuels and energy services on behalf of energy intensive industries and utilities. It owns a diversified fleet of 78 generating units located throughout the United States, totaling approximately 8,700 megawatts of generating capacity. The company




delivers electricity and natural gas through the Baltimore Gas and Electric Company (BGE), its regulated utility in Central Maryland.

###



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