-----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, PSv+D4pfu/rNkKvtQinOFHzTQqO5p2jojkCAotySvCzRU7HGyKjfIsn3VOdRRlD7 /GthggqrrkvOPhn9y4f10A== 0000903423-10-000570.txt : 20101013 0000903423-10-000570.hdr.sgml : 20101013 20101013171539 ACCESSION NUMBER: 0000903423-10-000570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101013 DATE AS OF CHANGE: 20101013 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: 101122238 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: 1300 EYE STREET, NW STREET 2: SUITE 300 CITY: WASHINGTON STATE: DC ZIP: 20005 BUSINESS PHONE: 202-777-1140 MAIL ADDRESS: STREET 1: 1300 EYE STREET, NW STREET 2: SUITE 300 CITY: WASHINGTON STATE: DC ZIP: 20005 FORMER COMPANY: FORMER CONFORMED NAME: EDF Development Inc. DATE OF NAME CHANGE: 20091009 SC 13D/A 1 edf-13d_1006.htm Unassociated Document

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

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
 

 
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 13, 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. 6 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 4.  Purpose of Transaction.
 
Today, EDF sent the letter attached as Exhibit 99.8 to  Mr. Michael J. Wallace, Vice-Chairman and Chief Operating Officer of Constellation..

Item 7.  Material to be Filed as Exhibits.
 
  Exhibit
Number
 Description
  99.8
Letter from EDF to Mr. Michael J. Wallace, Vice-Chairman and Chief Operating Officer of Constellation, dated October 13, 2010
     
 
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., and EDF Development Inc.

 
 

 

 
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 13, 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-99.8 2 edf13dex998_1006.htm Unassociated Document

 


Exhibit 99.8
 
   October 13, 2010

Mr. Michael J. Wallace
Vice-Chairman & COO
Constellation Energy
111 Market Place, 2nd Floor
Baltimore, MD 21202
USA
 
 
Dear Mike,

Over the last three years, EDF and Constellation Energy Group (“Constellation”) have devoted significant effort and resources to the Calvert Cliffs 3 project (“CC3”).  We are thus naturally quite concerned by the serious threat to this important project that flows from Constellation’s recent decision to withdraw from the federal loan guarantee process with the Department of Energy (“DOE”) for CC3.

CC3 is an important project.  As you know, CC3 would be one of the largest economic and industrial development prospects in Maryland’s history, creating more than 4,000 jobs and generating 1,600 megawatts of non-greenhouse gas-emitting electricity, which is the equivalent of powering 1.3 million homes, 24/7/365.

We are writing to you because, given what is at stake, we feel an obligation to explore every reasonable avenue to keep the prospects for this project alive.

Of course, market conditions today are very challenging. The road ahead is a long one, with many hurdles yet to be crossed.

In this context, it is very important that EDF is the largest nuclear operator in the world.  With 40 years of experience in nuclear energy development and production, EDF owns or co-owns a fleet of 82 nuclear reactors.  Currently, EDF is constructing three new generation EPR reactors, including Flamanville 3 in France, and Taishan 1 and 2 in China.  With each successive EPR project, we are improving efficiency and reducing construction time and costs.  As you also know, our new nuclear joint venture, UniStar Nuclear Energy (“UniStar”), is already benefiting from the experience gained through these international projects and we have been incorporating those lessons learned in the planning process for CC3.

We are ready to commit further resources and efforts to pursue the development of CC3, with a view to making a final investment decision if the right conditions can come together.

As a threshold matter, however, in order to conserve the possibility of moving forward with CC3, our partnership with you clearly has to be modified.  This requires a restructuring of our relations within UniStar as well as, for the reasons set forth below, a removal of the threat of substantial disruption of the project that would result from Constellation’s exercise of the option that it received from EDF in 2008 to put existing fossil fuel facilities to EDF for up to an aggregate of $2 billion.
 
With regard to the restructuring of UniStar, we propose two options:

i.  
We are reiterating the proposal EDF made to Constellation in mid-September to completely “derisk” Constellation on the development of CC3 and for EDF to shoulder 100% of the risk and burden until construction begins.  Constellation has never engaged or even commented on this proposal, presented in the form of a detailed term sheet.  Nevertheless EDF confirms that this proposal is still on the table; or

ii.  
EDF is prepared immediately to purchase all of Constellation’s 50% interest in UniStar at fair market value.  EDF would then move forward with the development phase of the project entirely on its own, with a view to bringing in a new U.S. partner at the appropriate time.

A second threshold issue is resolution of the put option.  EDF simply cannot go the extra mile and pick up the burden on CC3 without this being dealt with promptly. Litigation that would inevitably result from Constellation attempt to exercise the put would cause, at a minimum, serious and highly disruptive delay for CC3.

EDF takes seriously and stands fully behind its contractual obligations.  But, by its terms, the put is not exercisable under present circumstances and it was never intended to be so exercisable, as Constellation has itself stated in numerous regulatory filings.  If Constellation were nonetheless so imprudent and destructive as to attempt to exercise the put, EDF would vigorously and confidently resist its enforcement and we would look forward to presenting our case in full.  EDF would have no other choice.

We are grateful for the vast number of elected officials and community leaders who have been actively advocating for CC3.  We know how important the 4,000 new jobs that could come from CC3 would be to Maryland and we believe in the benefits that new nuclear would bring to the United States.  As Constellation considers the options moving forward, we hope that it will do so mindful of the profound impact that its actions will have on the promise of CC3 and all of the hopes that EDF and the citizens of Maryland have for this important project.


Sincerely,




/s/ Thomas Piquemal
 
Thomas Piquemal

Group Executive Vice President - Finance

EX-99.9 3 edf13dex999_1006.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
   
   
   
   
   



-----END PRIVACY-ENHANCED MESSAGE-----