Constellation Energy Group, Inc. Definitive Proxy Statement 2012. 8. 9.¢  13 of the accompanying proxy

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  • DEFM14A 1 ddefm14a.htm DEFM14A

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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 14A (Rule 14a-101)

    INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

    Required in Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

    Filed by the Registrant  Filed by a Party other than the Registrant  Check the appropriate box:

     Preliminary Proxy Statement

     Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

     Definitive Proxy Statement

     Definitive Additional Materials

     Soliciting Material Pursuant to § 240.14a-12

    CONSTELLATION ENERGY GROUP, INC. (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box):

     No fee required.

     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:

    (2) Aggregate number of securities to which transaction applies:

    (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    (4) Proposed maximum aggregate value of transaction:

    (5) Total fee paid:

     Fee paid previously with preliminary materials.

     Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

    (2) Form, Schedule or Registration Statement No.:

    (3) Filing Party:

    (4) Date Filed:

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    MAYO A. SHATTUCK III Constellation Energy Group, Inc. Chairman of the Board 100 Constellation Way Baltimore, Maryland 21202

    November 24, 2008 Dear Shareholder:

    You are invited to attend a special meeting of Constellation Energy Group, Inc. shareholders to be held on December 23, 2008, starting at 8:00 a.m., local time, at the Sky Lobby Conference Room, 750 East Pratt Street, Baltimore, Maryland.

    At the special meeting, you will be asked to consider and vote upon a proposal to approve a merger pursuant to which Constellation Energy will merge with MEHC Merger Sub Inc., a wholly-owned subsidiary of MidAmerican Energy Holdings Company, and become a wholly-owned subsidiary of MidAmerican Energy Holdings Company. We entered into a merger agreement with MidAmerican on September 19, 2008. If the merger is approved and becomes effective, you will be entitled to receive $26.50 in cash, without interest and less any applicable withholding taxes, for each share of Constellation Energy common stock owned by you immediately prior to the effective time of the merger, as more fully described in the accompanying proxy statement.

    Constellation Energy’s board of directors has approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, determined that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Constellation Energy and its shareholders and resolved to recommend that Constellation Energy’s shareholders vote in favor of the approval of the merger.

    Accordingly, our board of directors recommends that you vote “FOR” the approval of the merger. Your vote is very important, regardless of the number of shares of common stock you own. We cannot

    complete the merger unless the merger is approved by the affirmative vote of holders of a majority of the outstanding shares of Constellation Energy common stock entitled to vote at the special meeting. Failing to vote will have the same effect as voting against the merger. Whether or not you plan to attend the special meeting, please vote today by telephone, via the Internet or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

    The accompanying proxy statement provides you with detailed information about the special meeting, the merger, the merger agreement and the other transactions contemplated by the merger agreement. Before voting, you should carefully review all the information contained in the accompanying proxy statement. For a discussion of risk factors that you should consider in evaluating the merger, please see “Risk Factors” beginning on page 13 of the accompanying proxy statement.

    If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 717-3923.

    Thank you in advance for your continued support and your consideration of this matter. Sincerely,

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  • Mayo A. Shattuck III

    Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

    The accompanying proxy statement is dated November 24, 2008 and is first being mailed to shareholders on or about November 24, 2008.

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    Constellation Energy Group, Inc.

    100 Constellation Way Baltimore, Maryland 21202

    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held On December 23, 2008

    To the Owners of Common Stock of Constellation Energy Group, Inc.:

    A special meeting of shareholders of Constellation Energy Group, Inc., a Maryland corporation, will be held on December 23, 2008, starting at 8:00 a.m., local time, at the Sky Lobby Conference Room, 750 East Pratt Street, Baltimore, Maryland, for the following purposes:

    1. to consider and vote on a proposal to approve the merger of MEHC Merger Sub Inc., a wholly-owned

    subsidiary of MidAmerican Energy Holdings Company, with and into Constellation Energy Group, Inc. as contemplated by the Agreement and Plan of Merger, dated as of September 19, 2008, by and among Constellation Energy Group, Inc., MidAmerican Energy Holdings Company, and MEHC Merger Sub Inc.;

    2. to consider and vote on any proposal to adjourn or postpone the special meeting to a later date or time, if

    necessary or appropriate in the view of our board of directors, including to solicit additional proxies in favor of the proposal to approve the merger if there are insufficient votes at the time of such adjournment or postponement to approve the merger; and

    3. to consider and vote on such other business as may properly come before the special meeting or any adjournments or postponements thereof. Our board of directors has fixed the close of business on November 14, 2008 as the record date for the purpose

    of determining the shareholders who are entitled to receive notice of, and to vote at, the special meeting. All shareholders of record at the close of business on the record date are entitled to notice of and to attend and vote at the special meeting and any adjournment or postponement thereof. The vote of holders of our preferred stock is not required to approve the merger; accordingly, proxies are not being solicited from them.

    Under Maryland law, Constellation Energy shareholders do not have the right to seek appraisal of the fair value of their shares in connection with the merger.

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  • Our board of directors has approved and declared advisable the merger, the merger agreement and the other transactions contemplated by the merger agreement, determined that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Constellation Energy and its shareholders and resolved to recommend that Constellation Energy’s shareholders vote in favor of the approval of the merger.

    THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE MERGER AND “FOR” THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE IN THE VIEW OF OUR BOARD OF DIRECTORS, INCLUDING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER.

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    Your vote is important. The approval of the merger requires the affirmative vote of holders of at least a majority of the outstanding shares of Constellation Energy common stock entitled to vote at the special meeting assuming a quorum is present. Therefore, your failure to vote in person at the special meeting or to submit a signed proxy card will have the same effect as a vote by you “AGAINST” the approval of the merger. If you make no specification on your properly executed proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the approval of the m

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