UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Constellation
Energy Group, Inc.
__________________________________________________________________________________
(Name of Issuer)
Common
Stock, No Par Value
__________________________________________________________________________________
(Title
of Class of Securities)
210371100
________________________________________________________________________________
(CUSIP
Number)
Anne Le
Lorier
Électricité
de France International, S.A.
20, place
de la Défense
92050
Paris la Défense Cedex
France
+33 1 40 42 70 32
______________________________________________________________
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and
Communications)
August
28, 2008
_________________________________________________________________________
(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).
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1.
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Names
of Reporting Persons.
Électricité
de France International, S.A.
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2.
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Check
the Appropriate Box if a Member of a Group (see instructions)
(a)
[ ]
(b) [X]
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3.
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SEC
USE ONLY
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4.
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Source
of Funds (see instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e)
[ ]
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6.
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Citizenship
or Place of Organization
France
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
with
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7.
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Sole
Voting Power
0
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8.
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Shared
Voting Power
0
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9.
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Sole
Dispositive Power
16,964,095
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10.
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Shared
Dispositive Power
0
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
16,964,095
shares of Common Stock
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions)
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11)
9.51%
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14.
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Type
of Reporting Person (see instructions)
CO
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Item
1. Security and Issuer.
The class
of equity securities to which this statement 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.
Item
2. Identity and Background.
(a)
Name: Électricité de France International, S.A. ("EDFI")
(b) Place
of Organization: France
Address
of Principal Office: 20, place de la Défense, 92050 Paris la Défense
Cedex, France
(c)
Principal Business: EDFI is a wholly owned subsidiary of Électricité
de France, a European energy company based in France.
(d) EDFI
has not been convicted in a criminal proceeding during the last five years,
excluding traffic violations or similar misdemeanors. To the
knowledge of EDFI, none of the executive officers and directors of EDFI has been
convicted in a criminal proceeding during the last five years, excluding traffic
violations or similar misdemeanors.
(e) EDFI
is not, and during the last five years has not been, subject to (i) a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or (ii) a
finding of any violation with respect to federal or state securities laws as a
result of a civil proceeding of a judicial or administrative body of competent
jurisdiction to which it was a party. To the knowledge of EDFI, none of the
executive officers and directors of EDFI has been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction during the last
five years the result of which subjected him or her to (i) a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or (ii) a finding of any
violation with respect to federal or state securities laws.
Item
3. Source and Amount of Funds or Other Consideration.
EDFI has
funded its purchases of shares of Constellation Common Stock from general
working capital funds.
Item
4. Purpose of Transaction.
EDFI
acquired the securities referenced in this report pursuant to an investor
agreement, dated July 20, 2007 (the "Investor Agreement"), between EDFI and
Constellation, entered into in connection with the joint venture arrangement
between EDFI and Constellation with respect to development of nuclear projects
in the United States and Canada. Under the terms of the Investor
Agreement, EDFI and Constellation agreed on certain terms and conditions of
EDFI’s acquisition of Constellation Common Stock. EDFI is permitted
to acquire up to 9.9% of Constellation stock, and has agreed to vote its shares
in the manner recommended by the board of directors of
Constellation. EDFI also agreed not to, without Constellation’s
consent, acquire any additional securities in excess of the 9.9% ownership
interest permitted by the Investor Agreement, participate in a solicitation of
proxies, or seek to make a proposal or public announcement with respect to a
merger, consolidation or sale of all or substantially all of the assets or a
majority of the outstanding shares of Constellation, or any form of
restructuring, or any other proposal inconsistent with the terms of the Investor
Agreement. Under the terms of the Investor Agreement, EDFI also
agreed to restrictions on its ability to dispose of its shares of Common
Stock. Specifically, EDFI may not dispose of any of its shares of
Common Stock for three years from the date of the Investor Agreement, and the
amount of shares sold by EDFI in aggregate may not exceed,
in any single
day, 20% of the average daily trading volume of Constellation Common Stock over
the preceding 30-day trading day period. The foregoing summary of the
Investor Agreement is qualified by reference to the copy of the Investor
Agreement included as Exhibit 99.1 to this Schedule 13D and incorporated herein
in its entirety by reference.
EDFI
evaluates its relationship with Constellation on an ongoing
basis. This evaluation sometimes includes discussions with
Constellation with respect to whether to seek to expand EDFI's current
relationship through an increase in its ownership position, together with
appropriate and necessary modifications to the Investor
Agreement. EDFI expects this evaluation and discussion to continue in
the future. As of the date hereof, however, the Investor Agreement
remains in place.
On August
28, 2008, EDFI entered into an Accelerated Share Purchase Agreement (the
"Purchase Agreement") with Citibank, N.A. pursuant to which Citibank, N.A.
delivered 8,100,000 shares of Common Stock to EDFI on September 3,
2008. The Purchase Agreement is intended to comply with Rule
10b5-1(c) under the Securities Exchange Act of 1934.
Item
5. Interest in Securities of the Issuer.
(a) EDFI
is the beneficial holder of 16,964,095
shares of Constellation's Common Stock. Based on information
contained in the Issuer's Form 10-Q filing with the Securities and Exchange
Commission, dated July 31, 2008, there are 178,331,875 issued and outstanding
shares of Constellation's Common Stock; accordingly, EDFI is the beneficial
owner of 9.51%
of Constellation's issued and outstanding Common Stock.
(b)
Pursuant to the Investor Agreement, EDFI has agreed to vote its shares of Common
Stock in the manner recommended by the board of directors of Constellation, and
EDFI's ability to dispose of its shares is restricted. As a result,
EDFI does not have the sole power to vote or to direct the vote of any shares of
the Issuer's Common Stock.
(c) On
August 28, 2008, EDFI entered into an Accelerated Share Purchase Agreement (the
"Purchase Agreement") with Citibank, N.A. pursuant to which Citibank, N.A.
delivered 8,100,000 shares of Common Stock to EDFI on September 3,
2008. On that date, EDFI paid an initial price under the Purchase
Agreement of $68.49
per share, the closing price of the Common Stock on the New York Stock Exchange
on August 28, 2008. Later this year, EDFI and Citibank, N.A. will
settle any additional amount owed under the Purchase Agreement in cash, except
in certain limited circumstances. The settlement will be based
generally on the volume-weighted average price of the Common Stock during a
specified period under the Purchase Agreement.
(d) No
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock beneficially owned by
EDFI, other than as described in this Item 5.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other
than the Investor Agreement (which is defined and described in Item 4 and filed
as Exhibit 99.1 hereto) and the Purchase Agreement (which is defined and
described in Item 4), to EDFI's knowledge, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item
7. Material to be Filed as Exhibits.
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Exhibit
Number
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Description
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99.1
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Investor
Agreement, dated July 20, 2007, between Électricité de France
International, S.A. and Constellation Energy Group,
Inc.
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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:
September 8, 2008
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ÉLECTRICITÉ
DE FRANCE INTERNATIONAL, S.A.
/s/ Anne
Le Lorier______________________________
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Name:
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Anne
Le Lorier
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Title:
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DIRECTEUR
GÉNÉRAL ADJOINT
CORPORATE
FINANCE-TRÉSORERIE
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