-----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, KC3qLQeX+IcN+4cAitpSSj2e/Sc7zORR9mK8t5CU48H+aGtO5WqiBkpH4qDEaBoY oWEF5QDOXpELwYS00jz7dg== 0000009466-98-000012.txt : 19980330 0000009466-98-000012.hdr.sgml : 19980330 ACCESSION NUMBER: 0000009466-98-000012 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY CORP 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: 10-K SEC ACT: SEC FILE NUMBER: 001-12869 FILM NUMBER: 98575141 BUSINESS ADDRESS: STREET 1: 39 WEST LEXINGTON ST CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4102345685 MAIL ADDRESS: STREET 1: 39 WEST LEXINGTON ST CITY: BALTIMORE STATE: MD ZIP: 21201 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 10-K 1 ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ---------------------------------- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 1997 Commission file numbers 333-24855 and 333-24705 CONSTELLATION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Maryland and Virginia 52-1964611 --------------------------------------------------------------------- (States of Incorporation) (IRS Employer Identification No.) 39 W. Lexington Street Baltimore, Maryland 21201 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 410-234-5685 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. Not Applicable (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X Not Applicable (Aggregate market value of the voting stock held by non-affiliates of the registrant on March 27, 1998) Common Stock, without par value - No shares outstanding on March 27, 1998. 1 Part I Item 1. Business - ---------------- As announced in September 1995, Baltimore Gas and Electric Company (BGE) and Potomac Electric Power Company (Pepco) had agreed to merge into a new company, Constellation Energy Corporation, after all necessary regulatory approvals for the merger were received. In December 1997, BGE and Pepco mutually terminated the merger agreement. Information about the proposed merger and the termination of the merger agreement is discussed in filings made by BGE and Pepco under the Securities Exchange Act of 1934. Constellation Energy Corporation, successor to RH Acquisition Corp., was formed September 22, 1995. Constellation Energy Corporation has no assets, operations or financial statements. Item 2. Properties - ------------------ None. Item 3. Legal Proceedings - ------------------------- Not Applicable. Item 4. Submission of Matters to a Vote of Security Holders - ----------------------------------------------------------- Not Applicable. Part II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters - ----------------------------------------------------------------------------- There is no market for Constellation Energy Corporation's common stock. Item 6. Selected Financial Data - ------------------------------- None. Item 7. Management's Discussion and Analysis of Financial Condition and Results - ------------------------------------------------------------------------------- of Operations - ------------- Not applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk - ------------------------------------------------------------------- Not applicable. Item 8. Financial Statements and Supplementary Data - --------------------------------------------------- None. Item 9. Changes in and Disagreements with Accountants on Accounting and - ----------------------------------------------------------------------- Financial Disclosure - -------------------- Not applicable. 2 Part III Item 10. Directors and Executive Officers of the Registrant - ----------------------------------------------------------- The following are the directors and executive officers of Constellation Energy Corporation at the date of this report.
Other Offices or Positions Name Age Present Office Held During Past Five Years ---- --- -------------- --------------------------- Charles W. Shivery 52 Chairman of the Board and President, Constellation President Energy Solutions, Inc., (Since February 23, 1996) President and Chief Executive Officer, Constellation Power Source, Inc., and Chairman of the Board and Chief Executive Officer, Constellation Energy Source, Inc. Vice President, Finance and Accounting, Chief Financial Officer and Secretary, BGE Vice President and Treasurer, Corporate Finance Group, BGE David A. Brune 57 Vice President and Vice President, Finance and Secretary Accounting, Chief Financial (Since February 23, 1996) Officer and Secretary, BGE General Counsel, BGE Thomas E. Ruszin, Jr. 43 Treasurer and Assistant Treasurer Secretary, Manager-Finance, (Since February 20, 1998) BGE Assistant Treasurer, BGE Acting Manager-Finance, BGE Director-Financial Management, BGE Director-Financial Services, BGE
Item 11. Executive Compensation - ------------------------------- Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management - ----------------------------------------------------------------------- Not Applicable. Item 13. Certain Relationships and Related Transactions - ------------------------------------------------------- Not Applicable. 3 Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - ------------------------------------------------------------------------- (a) The following documents are filed as a part of this report: 1. Financial Statements: None. 2. Financial Statement Schedules: None. 3. Exhibits required by Item 601 of Regulation S-K: None. (b) Reports on Form 8-K: Date Filed Items Reported -------------------------------- ---------------------------------- December 23, 1997 Item 5. Other Events SIGNATURES ---------------------------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Constellation Energy Corporation, the Registrant, has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized. CONSTELLATION ENERGY CORPORATION -------------------------------- (Registrant) Date: March 27, 1998 /s/ David A. Brune -------------- -------------------------------- David A. Brune Vice President Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Constellation Energy Corporation, the Registrant, and in the capacities and on the dates indicated. Principal executive officer and director: By: /s/ C. W. Shivery Chairman of the Board, March 27, 1998 ------------------------ President, and Director C. W. Shivery Principal financial and accounting officer and director: By: /s/ D. A. Brune Vice President, Secretary, March 27, 1998 ------------------------- and Director D. A. Brune Director: By: /s/ T. E. Ruszin, Jr. Treasurer and Director March 27, 1998 ------------------------- T. E. Ruszin, Jr. Supplemental information to be furnished with reports filed pursuant to Section 15(d) of the Act by registrants which have not registered securities pursuant to Section 12 of the Act. No annual report or proxy material was sent to security holders during the fiscal year ended December 31, 1997. 4 -----END PRIVACY-ENHANCED MESSAGE-----