SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 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):
July 25, 2000
CLARK/BARDES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-24769 52-2103926
(State of incorporation) (Commission file number) (IRS employer
identification no.)
102 SOUTH WYNSTONE PARK DRIVE, #200
NORTH BARRINGTON, ILLINOIS 60010
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code:
(847) 304-5800
ITEM 5. OTHER EVENTS
On July 25, 2000, Constellation Energy Group, Inc., ("Constellation") filed a
civil action against Clark/Bardes, Inc., ("CBI"), a wholly owned subsidiary of
the registrant, in the United States District Court for the District of
Maryland. The suit asserts a claim of $7.5 million with pre-judgment and
post-judgment interest, costs and expenses and such other relief as the court
deems proper against CBI under ERISA for breach of fiduciary duty in connection
with the administration of benefit plans for Baltimore Gas and Electric Company
and state common law claims for breach of contract, professional negligence and
breach of fiduciary duty.
CBI denies each and all of the allegations in the Constellation action and
intends to vigorously defend itself. As previously disclosed in Form 10-Q for
the quarter ended June 30, 2000, CBI has entered into an agreement by which the
parties agreed to attempt to resolve their differences in a non-litigious manner
we are still hopeful of doing that.
Constellation has been a CBI client since January 1993 and CBI believes this
action is without merit. However, there can be no assurance that this matter
will be resolved in CBI's favor. In this event, we believe our exposure, if any,
is fully insured.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be on its behalf by the undersigned
hereunto duly authorized.
Dated: September 22, 2000 CLARK/BARDES HOLDINGS, INC.
/s/ Thomas M. Pyra
Thomas M. Pyra
Chief Financial Officer and
Chief Operating Officer
