-----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, I+kihWLvf2Fp7Zl3v09FzIsgIjtgkSew/XPzGBSc+5nWh4zfwNfSRMT2LN3IW786 CjpjauTgeEqNoSwPvKsgoQ== 0001004440-02-000133.txt : 20020814 0001004440-02-000133.hdr.sgml : 20020814 20020814132901 ACCESSION NUMBER: 0001004440-02-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALTIMORE GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000009466 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 520280210 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01910 FILM NUMBER: 02733904 BUSINESS ADDRESS: STREET 1: 39 WEST LEXINGTON STREET CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107833624 MAIL ADDRESS: STREET 1: 39 WEST LEXINGTON STREET CITY: BALTIMORE STATE: MD ZIP: 21201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSTELLATION ENERGY GROUP INC 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25931 FILM NUMBER: 02733905 BUSINESS ADDRESS: STREET 1: 250 W PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4102345685 MAIL ADDRESS: STREET 1: 250 W PRATT STREET CITY: BALTIMORE STATE: MD ZIP: 21201 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 FORMER COMPANY: FORMER CONFORMED NAME: CONSTELLATION ENERGY CORP DATE OF NAME CHANGE: 19951220 8-K 1 f8k.txt FORM 8-K 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): August 14, 2002 Commission File Exact name of registrant IRS Employer Number as specified in its charter Identification No. ------ ------------------------------------ ------------------ 1-12869 CONSTELLATION ENERGY GROUP, INC. 52-1964611 1-1910 BALTIMORE GAS AND ELECTRIC COMPANY 52-0280210 Maryland ----------------------------------- (State or other jurisdiction of incorporation for the registrants) 750 E. Pratt Street, Baltimore, Maryland 21202 ------------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code: (410) 234-5000 250 W. Pratt St., Baltimore, Maryland 21201 ------------------------------------------------------- ---------- (Former name or former address, if changed since last report) ITEM 9. Regulation FD Disclosure On August 14, 2002, the Principal Executive Officer, Mayo A. Shattuck, III, and the Principal Financial Officer, E. Follin Smith, of Constellation Energy Group, Inc. ("CEG") both made sworn statements, pursuant to Securities and Exchange Commission Order No. 4-460, simultaneously with the filing of CEG's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. A copy of each of these statements is furnished as an Exhibit. On August 14, 2002, the Principal Executive Officer, Mayo A. Shattuck, III, and the Principal Financial Officer, E. Follin Smith, of CEG both made certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, accompanying CEG's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. A copy of each of these certifications is furnished as an Exhibit. On August 14, 2002, the Principal Executive Officer, Frank O. Heintz, and the Principal Financial Officer, E. Follin Smith, of Baltimore Gas and Electric Company ("BGE") both made certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, accompanying BGE's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. A copy of each of these certifications is furnished as an Exhibit. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONSTELLATION ENERGY GROUP, INC. -------------------------------------------------- (Registrant) BALTIMORE GAS AND ELECTRIC COMPANY -------------------------------------------------- (Registrant) Date: August 14, 2002 By: /s/ E. Follin Smith -------------------------------------------------- E. Follin Smith, Senior Vice President and Chief Financial Officer on behalf of each Registrant EXHIBIT INDEX
Description 99.1 Statement under oath of the Principal Executive Officer, Mayo A. Shattuck, III, of Constellation Energy Group, Inc., regarding facts and circumstances relating to Exchange Act filings pursuant to Securities and Exchange Commission Order No. 4-460. 2 99.2 Statement under oath of the Principal Financial Officer, E. Follin Smith, of Constellation Energy Group, Inc., regarding facts and circumstances relating to Exchange Act filings pursuant to Securities and Exchange Commission Order No. 4-460. 99.3 Certification of the Principal Executive Officer, Mayo A. Shattuck, III, of Constellation Energy Group, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.4 Certification of the Principal Financial Officer, E. Follin Smith, of Constellation Energy Group, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.5 Certification of the Principal Executive Officer, Frank O. Heintz, of Baltimore Gas and Electric Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.6 Certification of the Principal Financial Officer, E. Follin Smith, of Baltimore Gas and Electric Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
3 EX-99 3 ex991.txt EX 99.1 Exhibit 99.1 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings -------------------------------------------------------------------------- I, Mayo A. Shattuck,III, Chairman of the Board, Chief Executive Officer and President of Constellation Energy Group, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Constellation Energy Group, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the audit committee of Constellation Energy Group, Inc.'s Board of Directors. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Constellation Energy Group, Inc.; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Constellation Energy Group, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to any of the foregoing. /s/ Mayo A. Shattuck, III - ------------------------- Subscribed and sworn to Mayo A. Shattuck, III before me this 14th day of Chairman of the Board, August, 2002 Chief Executive Officer and President /s/ Kareen Stromberg --------------------- August 14, 2002 Notary Public My Commission Expires: April 1, 2006 --------------------- EX-99 4 ex992.txt EX 99.2 Exhibit 99.2 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings -------------------------------------------------------------------------- I, E. Follin Smith, Senior Vice President and Chief Financial Officer of Constellation Energy Group, Inc., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Constellation Energy Group, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the audit committee of Constellation Energy Group, Inc.'s Board of Directors. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Constellation Energy Group, Inc.; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Constellation Energy Group, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to any of the foregoing. /s/ E. Follin Smith - ------------------- Subscribed and sworn to E. Follin Smith before me this 14th day of Senior Vice President August, 2002 and Chief Financial Officer /s/ Kareen Stromberg -------------------- August 14, 2002 Notary Public My Commission Expires: April 1, 2006 -------------------- EX-99 5 ex993.txt EX 99.3 Exhibit 99.3 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- I, Mayo A. Shattuck, III, Chairman of the Board, Chief Executive Officer and President of Constellation Energy Group, Inc., certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (i) The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Constellation Energy Group, Inc. /s/ Mayo A. Shattuck, III - --------------------------- Mayo A. Shattuck, III Chairman of the Board, Chief Executive Officer, and President Date: August 14, 2002 EX-99 6 ex994.txt EX 99.4 Exhibit 99.4 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- I, E. Follin Smith, Senior Vice President and Chief Financial Officer of Constellation Energy Group, Inc., certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (i) The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Constellation Energy Group, Inc. /s/ E. Follin Smith - --------------------------- E. Follin Smith Senior Vice President and Chief Financial Officer Date: August 14, 2002 EX-99 7 ex995.txt EX 99.5 Exhibit 99.5 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- I, Frank O. Heintz, Chief Executive Officer and President of Baltimore Gas and Electric Company, certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (i) The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Baltimore Gas and Electric Company. /s/ Frank O. Heintz - --------------------------- Frank O. Heintz Chief Executive Officer and President Date: August 14, 2002 EX-99 8 ex996.txt EX 99.6 Exhibit 99.6 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- I, E. Follin Smith, Senior Vice President and Chief Financial Officer of Baltimore Gas and Electric Company, certify pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (i) The accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and (ii) The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of Baltimore Gas and Electric Company. /s/ E. Follin Smith - --------------------------- E. Follin Smith Senior Vice President and Chief Financial Officer Date: August 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----