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| CEG > SEC Filings for CEG > Form 8-K on 6-Nov-2008 | All Recent SEC Filings |
6-Nov-2008
Other Events, Financial Statements and Exhibits
A webcast teleconference was held by Constellation Energy Group, Inc. ("Constellation") on November 6, 2008 to announce its third quarter 2008 earnings. The slide used in the webcast teleconference relating to the pending merger involving Constellation and MidAmerican Energy Holdings Company ("MidAmerican") is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
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
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 preliminary proxy
statement Constellation has filed with the Securities and Exchange Commission
and intends to mail to its shareholders with respect to the proposed
transaction, which are 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 has filed with the Securities and Exchange Commission a preliminary proxy statement and will mail a definitive proxy statement to its shareholders. Shareholders are encouraged to read the definitive 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 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 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's directors and executive officers is included in Constellation's 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, is contained in the preliminary proxy statement and other relevant materials filed or to be filed with the Securities and Exchange Commission in connection with the proposed transaction.
(d) Exhibits
Exhibit No. Description
99.1 Slide from Third Quarter 2008 Earnings Presentation relating to
MidAmerican Merger
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