DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 22, 2008

CONSTELLATION ENERGY GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12869	52-1964611
(Commission File Number)	(IRS Employer Identification No.)

750 E. Pratt Street, Baltimore, MD	21202
(Address of Principal Executive Offices)	(Zip Code)

(410) 470-2800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, 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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On September 22, 2008, Constellation Energy Group, Inc. (“Constellation”) hosted an investor conference call to discuss the transactions contemplated by the Stock Purchase Agreement, dated as of September 19, 2008 (the “Purchase Agreement”), by and between Constellation and MidAmerican Energy Holdings Company (“MidAmerican”), and the Agreement and Plan of Merger, dated as of September 19, 2008 (the “Merger Agreement”), by and among Constellation, MidAmerican and MEHC Merger Sub Inc., a wholly owned subsidiary of MidAmerican. A copy of the presentation used in connection with that discussion is attached as Exhibit 99.1 to this Current Report on Form 8-K. On September 22, 2008, Constellation issued a media advisory release announcing this investor conference call. A copy of the media advisory release is attached as Exhibit 99.2 to this Current Report on Form 8-K. A copy of the Purchase Agreement and the Merger Agreement were filed previously as Exhibits 10.1 and 2.1, respectively, to the Current Report on Form 8-K filed by Constellation on September 22, 2008.

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Forward-Looking Statements. This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Constellation and MidAmerican and the expected timing and completion of the transaction. Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions are intended to identify forward looking statements. Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are generally beyond the control of Constellation and MidAmerican. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or whether the transaction will close at all. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Constellation’s shareholders; the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; a material adverse change in the business, assets, financial condition or results of operations of Constellation; a material deterioration in Constellation’s retail and/or wholesale businesses and assets; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or government entities. Additional factors that could cause Constellation’s results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission and in the proxy statement Constellation intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, which are or will be available at the Securities and Exchange Commission’s Web site (http://www.sec.gov) at no charge. Constellation assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.

Additional Information and Where to Find It. This communication is being made in respect of the proposed merger transaction involving Constellation and MidAmerican. In connection with the proposed transaction, Constellation will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction in its entirety when it becomes available because it will contain important information about the transaction. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Constellation regarding Constellation, MidAmerican and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to Constellation, Shareholder Services, 100 Constellation Way, Baltimore, Maryland 21202.

Participants in the Solicitation. Constellation, MidAmerican and their respective executive officers, directors and other persons may be deemed to be participants in the solicitation of proxies from Constellation’s shareholders with respect to the proposed transaction. Information regarding the officers and directors of Constellation is included in its Annual Report on Form 10-K for the year ended December 31, 2007 and Constellation’s notice of annual meeting and proxy statement for its most recent annual meeting, which were filed with the Securities and Exchange Commission on February 27, 2008 and April 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission in connection with the proposed transaction.

No Offer or Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01 Exhibits

(d)

Exhibit 99.1	Investor Presentation Slides, dated September 22, 2008.
Exhibit 99.2	Media Advisory Release of Constellation, dated September 22, 2008.

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 22, 2008.

CONSTELLATION ENERGY GROUP, INC.
By:	/s/    Charles A. Berardesco
	Charles A. Berardesco
Its:	Vice President, Deputy General
	Counsel, Chief Compliance Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Constellation Energy

Constellation Energy and

MidAmerican Energy Holdings Company Investor Conference Call

September 22, 2008

The way energy worksTM.

Constellation Energy

The way energy works.

Forward Looking Statements Disclosure

Certain statements made in this presentation are forward-looking statements and may contain words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” and other similar words. We also disclose non-historical information that represents management’s expectations, which are based on numerous assumptions. These statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to be materially different from projected results. These risks include, but are not limited to: the timing and extent of changes in commodity prices for energy including coal, natural gas, oil, electricity, nuclear fuel, freight and emissions allowances; the timing and extent of deregulation of, and competition in, the energy markets, and the rules and regulations adopted on a transitional basis in those markets; the conditions of the capital markets, interest rates, availability of credit, liquidity and general economic conditions, as well as Constellation Energy’s and BGE’s ability to maintain their current credit ratings; the ability to attract and retain customers in our competitive supply activities and to adequately forecast their energy usage; the effectiveness of Constellation Energy’s and BGE’s risk management policies and procedures and the ability and willingness of our counterparties to satisfy their financial and other commitments; the liquidity and competitiveness of wholesale markets for energy commodities; uncertainties associated with estimating natural gas reserves, developing properties and extracting gas; operational factors affecting the operations of our generating facilities (including nuclear facilities) and BGE’s transmission and distribution facilities, including catastrophic weather-related damages, unscheduled outages or repairs, unanticipated changes in fuel costs or availability, unavailability of coal or gas transportation or electric transmission services, workforce issues, terrorism, liabilities associated with catastrophic events, and other events beyond our control; the inability of BGE to recover all its costs associated with providing customers service; the effect of weather and general economic and business conditions on energy supply, demand, and prices; regulatory or legislative developments that affect deregulation, transmission or distribution rates, demand for energy, or that would increase costs, including costs related to nuclear power plants, safety, or environmental compliance; the ability of our regulated and non-regulated businesses to comply with complex and/or changing market rules and regulations; the actual outcome of uncertainties associated with assumptions and estimates using judgment when applying critical accounting policies and preparing financial statements, including factors that are estimated in applying mark-to-market accounting, such as the ability to obtain market prices and in the absence of verifiable market prices, the appropriateness of models and model impacts (including, but not limited to, extreme contractual load obligations, unit availability, forward commodity prices, interest rates, correlation and volatility factors); changes in accounting principles or practices; losses on the sale or write-down of assets due to impairment events or changes in management intent with regard to either holding or selling certain assets; our ability to successfully identify and complete acquisitions and sales of businesses and assets; and cost and other effects of legal and administrative proceedings that may not be covered by insurance, including environmental liabilities. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Please see our periodic reports filed with the SEC for more information on these factors. These forward-looking statements represent estimates and assumptions only as of the date of this presentation, and no duty is undertaken to update them to reflect new information, events or circumstances. 2

Constellation Energy

The way energy works.

Non-solicitation

This communication is being made in respect of the proposed merger transaction involving Constellation Energy and MidAmerican Energy Holdings Company. In connection with the proposed transaction, Constellation Energy will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Constellation Energy regarding Constellation Energy, MidAmerican Energy Holdings Company and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to Constellation Energy per the investor relations contact information below.

Constellation Energy, MidAmerican Energy Holdings Company and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Constellation Energy’s directors and executive officers is available in Constellation Energy’s notice of annual meeting and proxy statement for its most recent annual meeting and Constellation Energy’s Annual Report on Form 10-K for the year ended December 31, 2007, which were filed with the Securities and Exchange Commission on February 27, 2008 and April 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. 3

Constellation Energy

Mayo A. Shattuck III

Chairman, President and Chief Executive Officer Constellation Energy

The way energy worksTM.

Constellation Energy

The way energy works.

Overview

• Constellation Energy Group to be acquired by MidAmerican Energy Holdings for $26.50 per share

• Constellation Energy will become a wholly owned subsidiary of MidAmerican

• Constellation issued to MidAmerican $1 billion of convertible preferred equity yielding 8 percent

• Transaction expected to close within one year

• 8-K filing with SEC contains full terms of agreement

Pending approval, Constellation Energy to become a subsidiary of MidAmerican

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Constellation Energy

The way energy works.

New Ownership Brings Stability

BERKSHIRE HATHAWAY INC.

MIDAMERICAN ENERGY HOLDINGS COMPANY

• Agreement made with the best interests of all relevant stakeholders

• MidAmerican and Berkshire Hathaway committed to Constellation Energy business plan and strategic direction

• Berkshire has a track record of granting autonomous operation to its subsidiaries

• Combination of industry leaders brings experience, knowledge, stability, and reputation

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Constellation Energy

The way energy works.

Strategic Transformation

• August Analyst Meeting outlined action plan to address liquidity

– Entered into firm, underwritten commitment for an additional $2 billion credit facility with RBS and UBS

– Near-term actions in commodities business (upstream gas, international coal / freight business, etc.)

– Continue to evaluate strategic alternatives for commodities business

– Pursue opportunities to grow physical asset base

• Recent turmoil in the capital markets and the potential impact on the company forced a more aggressive strategic decision

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Constellation Energy

The way energy works.

Review

• Agreement made with all stakeholders’ best interests in mind

• Support from MidAmerican and Berkshire Hathaway brings stability and experience to Constellation Energy

• Constellation Energy to continue to operate autonomously, working to execute on long-term strategic plan

MidAmerican offers the best course for all Constellation Energy stakeholders

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Constellation Energy

Gregory E. Abel

President and Chief Executive Officer MidAmerican Energy Holdings Company

The way energy worksTM.

Constellation Energy

The way energy worksTM

MidAmerican Energy Group

• 7 million electric and natural gas customers worldwide

• 17,400 miles of interstate natural gas pipeline with approximately 6.9 bcf capacity

• 21,177 megawatts of owned and contracted generation

• 24.5 percent of generation is renewable or non-carbon

•$ 12.4 billion of revenues*

•$ 39 billion of assets*

• 88% owned by Berkshire Hathaway

* As of 12/31/07

PACIFICORP

PACIFIC POWER

Pacific Power Service Territory

Number of Customers: 722,000

ROCKY MOUNTAIN POWER

Rocky Mountain Power Service Territory

Number of Customers: 976,000

PACIFICORP ENERGY

Number of Customers: 2

Northern Natural Gas

Northern Natural Gas Pipeline

Number of Customers: 275

Kern River

GAS TRANSMISSION COMPANY

Kern River Gas Transmission Pipeline

Number of Customers: 40

CE Electric UK

CE Electric UK Service Territory

Number of Customers: 3,807,000

CALENERGY

Generation Operations

Number of Customers: 13

MidAmerican ENERGY

MidAmerican Energy Company Service Territory

Number of Customers: 1,425,000

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Constellation Energy

Mayo A. Shattuck III

Chairman, President and Chief Executive Officer Constellation Energy

The way energy worksTM.

EX-99.2

Exhibit 99.2

News Release
Media Line: 410 470-7433 www.constellation.com
Constellation Energy Nuclear Group Constellation Energy Commodities Group Constellation Energy Control & Dispatch Group Constellation Energy Projects & Services Group	Constellation NewEnergy Baltimore Gas and Electric Company BGE Home

Media Contacts:

Robert L. Gould/Debra Larsson

410-470-7433

Investor Contacts:

Kevin Hadlock, 410-470-3647

Janet Mosher, 410 470-1884

Constellation Energy To Host Conference Call

BALTIMORE – Sept. 22, 2008 – Constellation Energy (NYSE: CEG) will host a conference call at 11:00 a.m. (EDT) today (Monday, Sept. 22, 2008) to discuss the proposed merger with MidAmerican Energy Holdings Company announced on Sept. 19, 2008.

To participate, analysts, investors, media and the public in the U.S. may dial (888) 455-2894 shortly before 11:00 a.m. The international phone number is (773) 681-5899. The conference password is ENERGY. A replay will be available for 90 days approximately one hour after the end of the call by dialing (800) 778-9714 or (402) 220-2072 (international). No password is required to listen to the replay.

A live audio webcast of the conference call, presentation slides and the earnings press release will be available on the Investor Relations page of Constellation Energy’s Web site (http://www.constellation.com). A webcast replay, as well as a replay in downloadable MP3 format, will also be available on the Constellation Energy’s Web site shortly after the completion of the call. The call will also be recorded and archived on the site.

About Constellation Energy

Constellation Energy (http://www.constellation.com), a FORTUNE 125 company with 2007 revenues of $21 billion, is the nation’s largest competitive supplier of electricity to

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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 83 generating units located throughout the United States, totaling approximately 9,000 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.

Forward-Looking Statements and Additional Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between Constellation Energy and MidAmerican Energy Holdings Company and the expected timing and completion of the transaction. Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions are intended to identify forward looking statements. Such statements are based upon the current beliefs and expectations of our management and involve a number of significant risks and uncertainties, many of which are difficult to predict and generally beyond the control of Constellation Energy and MidAmerican. Actual results may differ materially from the results anticipated in these forward-looking statements. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by Constellation Energy’s shareholders; the ability to obtain governmental approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or government entities. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in the 2007 Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission and in the proxy statement Constellation Energy intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, each of which are or will be available at the Securities and Exchange Commission’s Web site (http://www.sec.gov) at no charge.

This communication is being made in respect of the proposed merger transaction involving Constellation Energy and MidAmerican Energy Holdings Company. In connection with the proposed transaction, Constellation Energy will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by Constellation Energy regarding Constellation Energy, MidAmerican Energy Holdings Company and the proposed transaction, without charge, at the Securities and Exchange Commission’s Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to Constellation Energy per the investor relations contact information below.

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Constellation Energy, MidAmerican Energy Holdings Company and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Constellation Energy’s directors and executive officers is available in Constellation Energy’s notice of annual meeting and proxy statement for its most recent annual meeting and Constellation Energy’s Annual Report on Form 10-K for the year ended December 31, 2007, which were filed with the Securities and Exchange Commission on February 27, 2008 and April 29, 2008, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission.

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