-----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, SeTFmAjxXIFx2qss8tCViJIelv1cxZeRYZEB6Lo9HlSO+X5raw+IqK9OFISLFyku +TdBPjW6yKhkZj5dGjhmXA== 0001004440-97-000011.txt : 19970407 0001004440-97-000011.hdr.sgml : 19970407 ACCESSION NUMBER: 0001004440-97-000011 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970404 SROS: NONE 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: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12869 FILM NUMBER: 97574977 BUSINESS ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: PO BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 BUSINESS PHONE: 4102345685 MAIL ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: PO BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 FORMER COMPANY: FORMER CONFORMED NAME: RH ACQUISITION CORP DATE OF NAME CHANGE: 19951205 8-B12B 1 REGISTRATION OF SECURITIES OF SUCCESSOR ISSUERS FORM 8-B SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONSTELLATION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Maryland and Virginia 52-1964611 (States of incorporation) (I.R.S. Employer Identification No.) 39 West Lexington Street Baltimore, Maryland 21201 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Common Stock, no par value New York Stock Exchange, Inc. Chicago Stock Exchange Pacific Stock Exchange Class B Preferred Stock $50 par value New York Stock Exchange, Inc. $3.37 Series of 1987 $3.89 Series of 1991 Preference Stock, $100 par value Philadelphia Stock Exchange 7.78% 1973 Series 7.50% 1986 Series 6.75% 1987 Series 5% Convertible Debentures due 2002 New York Stock Exchange, Inc. 7% Convertible Debentures due 2018 New York Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: Class B Preferred Stock, $50 par value $2.44 Convertible Series of 1966 $3.82 Series of 1969 ITEM 1. GENERAL INFORMATION Constellation Energy Corporation, formerly RH Acquisition Corp. (the "Corporation") was organized on September 22, 1995 as a corporation under the laws of the State of Maryland. The Corporation was incorporated as a domestic corporation under the laws of the Commonwealth of Virginia on December 15, 1995. The Corporation's fiscal year ends on the 31st day of December. ITEM 2. TRANSACTION OF SUCCESSION Potomac Electric Power Company, a District of Columbia and Virginia corporation ("PEPCO"), and Baltimore Gas and Electric Company, a Maryland corporation ("BGE"), are predecessors to the Corporation, and each has securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act"). PEPCO and BGE will be merged (the "Merger") with and into the Corporation pursuant to an Agreement and Plan of Merger, dated as of September 22, 1995, among the Corporation, PEPCO and BGE (the "Merger Agreement"). At the effective time of the Merger, the Corporation by operation of law will succeed to all of the assets and liabilities of both PEPCO and BGE. Accordingly, the Corporation will become the obligor on all outstanding debt securities of PEPCO and BGE, including the 5% Convertible Debentures due 2002 and the 7% Convertible Debentures due 2018 of PEPCO. At the effective time of the Merger, each outstanding share of common stock, no par value, of BGE ("BGE Common Stock") (other than shares owned by BGE, PEPCO or any of their subsidiaries, which shall be cancelled and cease to exist) will be converted into the right to receive one share of common stock, no par value, of the Corporation ("Corporation Common Stock"), and each outstanding share of common stock, par value $1.00 per share, of PEPCO ("PEPCO Common Stock") (other than (i) shares owned by BGE, PEPCO or any of their subsidiaries, which shall be cancelled and cease to exist and (ii) shares with respect to which appraisal rights are properly exercised) will be converted into the right to receive .997 of a share of Corporation Common Stock. Additionally, at the effective time of the Merger, each issued and outstanding share of a series of the preferred stock, par value $50 per share, of PEPCO ("PEPCO Preferred Stock") (other than (i) shares owned by BGE, PEPCO or any of their subsidiaries, which shall be cancelled and cease to exist and (ii) shares with respect to which appraisal rights are properly exercised), will be converted into the right to receive one share of Corporation Class B preferred stock, par value $50 per share ("Corporation Class B Preferred Stock"), with equal stated value and dividends and like redemption and other terms and conditions, of the respective series specified below: PEPCO Corporation Class B Preferred Stock Preferred Stock $2.44 Series of 1957 $2.44 Series of 1957 $2.46 Series of 1958 $2.46 Series of 1958 $2.28 Series of 1965 $2.28 Series of 1965 $2.44 Convertible Series $2.44 Convertible Series of 1966 of 1966 $3.82 Series of 1969 $3.82 Series of 1969 $3.37 Series of 1987 $3.37 Series of 1987 $3.89 Series of 1991 $3.89 Series of 1991 $3.40 Series of 1992 $3.40 Series of 1992 Auction Series A Auction Series A At the effective time of the Merger, each issued and outstanding share of a series of the preference stock, par value $100 per share, of BGE ("BGE Preference Stock") (other than shares owned by BGE, PEPCO or any of their subsidiaries, which shall be cancelled and cease to exist), will be converted into the right to receive one share of Corporation preference stock, par value $100 per share ("Corporation Preference Stock"), with equal stated value and dividends and like redemption and other terms and conditions, of the respective series specified below: BGE Corporation Preference Stock Preference Stock 7.78% 1973 Series 7.78% 1973 Series 7.50% 1986 Series 7.50% 1986 Series 6.75% 1987 Series 6.75% 1987 Series 7.80% 1989 Series 7.80% 1989 Series 8.25% 1989 Series 8.25% 1989 Series 8.625% 1990 Series 8.625% 1990 Series 7.85% 1991 Series 7.85% 1991 Series 7.125% 1993 Series 7.125% 1993 Series 6.97% 1993 Series 6.97% 1993 Series 6.70% 1993 Series 6.70% 1993 Series 6.99% 1995 Series 6.99% 1995 Series The Merger is more fully described in the Joint Proxy Statement/Prospectus of BGE and PEPCO, dated February 9, 1996, filed with the Securities and Exchange Commission (the "Commission") as Part I to Amendment No. 3 to the Registration Statement on Form S-4 of the Corporation (Registration Statement No. 33-64799) under the Securities Act of 1933, as amended (the "1933 Act"), and Rule 14a-6 under the 1934 Act (the "Joint Proxy Statement/Prospectus"). ITEM 3. SECURITIES TO BE REGISTERED The number of shares of the Corporation Common Stock presently authorized is 374,400,000, of which approximately 265,811,650 shares will be issued at the effective time of the Merger and none of which shares will be held by or for the account of the Corporation. The number of shares of the Corporation Class B Preferred Stock presently authorized is 11,125,649, of which approximately 5,375,646 shares will be issued at the effective time of the Merger and none of which shares will be held by or for the account of the Corporation. The number of shares of the Corporation Preference Stock presently authorized is 6,500,000, of which approximately 4,260,000 shares will be issued at the effective time of the Merger and none of which shares will be held by or for the account of the Corporation. The aggregate principal amount of the 5% Convertible Debentures due 2002 presently authorized is $115,000,000, of which approximately $115,000,000 will be outstanding at the effective time of the Merger and none of which will be held by or for the account of the Corporation. The aggregate principal amount of the 7% Convertible Debentures due 2018 presently authorized is $75,000,000, of which approximately $63,907,000 will be outstanding at the effective time of the Merger and none of which will be held by or for the account of the Corporation. ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED Common Stock The description of the Corporation Common Stock to be registered is set forth under the caption "Description of Company Capital Stock" at pages 71 through 76 of the Joint Proxy Statement/Prospectus and such description is incorporated herein by reference. Class B Preferred Stock and Preference Stock The description of the Corporation Class B Preferred Stock and Corporation Preference Stock to be registered is set forth under the caption "Description of Company Capital Stock" at pages 72 through 76 of the Joint Proxy Statement/Prospectus and such description is incorporated herein by reference. 5% Convertible Debentures The description of the 5% Convertible Debentures due 2002 is set forth under the caption "Description of Debentures" at pages 7 through 11 of the Prospectus dated August 13, 1992 filed in connection with Registration Statement No. 33-50460 and such description is incorporated herein by reference with the following amendments: at the effective time of the Merger by operation of law, the Corporation will assume all of the payment and other obligations of PEPCO with respect to such debentures, and such debentures at the effective time of the Merger will become convertible into shares of Corporation Common Stock at an initial conversion rate of 29.41 shares of Corporation Common Stock for each $1,000 principal amount at maturity of debentures. 7% Convertible Debentures The description of the 7% Convertible Debentures due 2018 is set forth under the caption "Description of Debentures" at pages 6 through 11 of the Prospectus dated January 15, 1989 filed in connection with Registration Statement No. 33-19258 and such description is incorporated herein by reference with the following amendments: at the effective time of the Merger by operation of law, the Corporation will assume all of the payment and other obligations of PEPCO with respect to such debentures, and such debentures at the effective time of the Merger will become convertible into shares of Corporation Common Stock at an initial conversion price of $27.08. ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements Not applicable (b) Exhibits Exhibit No. Description 1 Joint Proxy Statement/Prospectus of BGE and PEPCO, dated February 9, 1996 and filed with the Commission as Part I to Amendment No. 3 to the Registration Statement on Form S-4 of the Corporation (Registration No. 33-64799) ("Joint Proxy Statement/Prospectus")* 2 Agreement and Plan of Merger, dated as of September 22, 1995, among the Corporation, BGE and PEPCO (Exhibit A to the Joint Proxy Statement/Prospectus)* 3.1 Amended and Restated Articles of Incorporation of the Corporation (Exhibit E to the Joint Proxy Statement/Prospectus)* 3.2 By-Laws of the Corporation (Exhibit F to the Joint Proxy Statement/Prospectus)* 4.1.1 Mortgage and Deed of Trust dated July 1, 1936, of the Potomac Electric Power Company ("PEPCO") to The Riggs National Bank of Washington, D.C., as Trustee, securing First Mortgage Bonds of PEPCO, and Supplemental Indenture dated July 1, 1936 (Exhibit B-4 to First Amendment, 6/19/36, to PEPCO Registration Statement No. 2-2232)* Supplemental Indentures, to the aforesaid Mortgage and Deed of Trust, dated - 4.1.2 December 1, 1939 and December 10, 1939 (Exhibits A & B to PEPCO Form 8-K, 1/3/40)* 4.1.3 August 1, 1940 (Exhibit A to PEPCO Form 8-K, 9/25/40)* 4.1.4 July 15, 1942 and August 10, 1942 (Exhibit B-1 to Amendment No. 2, 8/24/42, and B-3 to Post- Effective Amendment, 8/31/42, to PEPCO Registration Statement No. 2-5032)* 4.1.5 August 1, 1942 (Exhibit B-4 to PEPCO Form 8-A, 10/8/42)* 4.1.6 October 15, 1942 (Exhibit A to PEPCO Form 8-K, 12/7/42)* 4.1.7 October 15, 1947 (Exhibit A to PEPCO Form 8-K, 12/8/47)* 4.1.8 January 1, 1948 (Exhibit 7-B to Post-Effective Amendment No. 2, 1/28/48, to PEPCO Registration Statement No. 2-7349)* 4.1.9 December 31, 1948 (Exhibit A-2 to PEPCO Form 10-K, 4/13/49)* 4.1.10 May 1, 1949 (Exhibit 7-B to Post-Effective Amendment No. 1, 5/10/49, to PEPCO Registration Statement No. 2-7948)* 4.1.11 December 31, 1949 (Exhibit (a)-1 to PEPCO Form 8-K, 2/8/50)* 4.1.12 May 1, 1950 (Exhibit 7-B to Amendment No. 2, 5/8/50, to PEPCO Registration Statement No. 2-8430)* 4.1.13 February 15, 1951 (Exhibit (a) to PEPCO Form 8-K, 3/9/51)* 4.1.14 March 1, 1952 (Exhibit 4-C to Post-Effective Amendment No. 1, 3/12/52, to PEPCO Registration Statement No. 2-9435)* 4.1.15 February 16, 1953 (Exhibit (a)-1 to PEPCO Form 8-K, 3/5/53)* 4.1.16 May 15, 1953 (Exhibit 4-C to Post-Effective Amendment No. 1, 5/26/53, to PEPCO Registration Statement No. 2-10246)* 4.1.17 March 15, 1954 and March 15, 1955 (Exhibit 4-B to PEPCO Registration Statement No. 2-11627, 5/2/55)* 4.1.18 May 16, 1955 (Exhibit A to PEPCO Form 8-K, 7/6/55)* 4.1.19 March 15, 1956 (Exhibit C to PEPCO Form 10-K, 4/4/56)* 4.1.20 June 1, 1956 (Exhibit A to PEPCO Form 8-K, 7/2/56)* 4.1.21 April 1, 1957 (Exhibit 4-B to PEPCO Registration Statement No. 2-13884, 2/5/58)* 4.1.22 May 1, 1958 (Exhibit 2-B to PEPCO Registration Statement No. 2-14518, 11/10/58)* 4.1.23 December 1, 1958 (Exhibit A to PEPCO Form 8-K, 1/2/59) 4.1.24 May 1, 1959 (Exhibit 4-B to Amendment No. 1, 5/13/59, to PEPCO Registration Statement No. 2-15027)* 4.1.25 November 16, 1959 (Exhibit A to PEPCO Form 8-K, 1/4/60)* 4.1.26 May 2, 1960 (Exhibit 2-B to PEPCO Registration Statement No. 2-17286, 11/9/60)* 4.1.27 December 1, 1960 and April 3, 1961 (Exhibit A-1 to PEPCO Form 10-K, 4/24/61)* 4.1.28 May 1, 1962 (Exhibit 2-B to PEPCO Registration Statement No. 2-21037, 1/25/63)* 4.1.29 February 15, 1963 (Exhibit A to PEPCO Form 8-K, 3/4/63)* 4.1.30 May 1, 1963 (Exhibit 4-B to PEPCO Registration Statement No. 2-21961, 12/19/63)* 4.1.31 April 23, 1964 (Exhibit 2-B to PEPCO Registration Statement No. 2-22344, 4/24/64)* 4.1.32 May 15, 1964 (Exhibit A to PEPCO Form 8-K, 6/2/64)* 4.1.33 May 3, 1965 (Exhibit 2-B to PEPCO Registration Statement No. 2-24655, 3/16/66)* 4.1.34 April 1, 1966 (Exhibit A to PEPCO Form 10-K, 4/21/66)* 4.1.35 June 1, 1966 (Exhibit 1 to PEPCO Form 10-K, 4/11/67)* 4.1.36 April 28, 1967 (Exhibit 2-B to Post-Effective Amendment No. 1 to PEPCO Registration Statement No. 2-26356, 5/3/67)* 4.1.37 May 1, 1967 (Exhibit A to PEPCO Form 8-K, 6/1/67)* 4.1.38 July 3, 1967 (Exhibit 2-B to PEPCO Registration Statement No. 2-28080, 1/25/68)* 4.1.39 February 15, 1968 (Exhibit II-I to PEPCO Form 8-K, 3/7/68)* 4.1.40 May 1, 1968 (Exhibit 2-B to PEPCO Registration Statement No. 2-31896, 2/28/69)* 4.1.41 March 15, 1969 (Exhibit A-2 to PEPCO Form 8-K, 4/8/69)* 4.1.42 June 16, 1969 (Exhibit 2-B to PEPCO Registration Statement No. 2-36094, 1/27/70)* 4.1.43 February 15, 1970 (Exhibit A-2 to PEPCO Form 8-K, 3/9/70)* 4.1.44 May 15, 1970 (Exhibit 2-B to PEPCO Registration Statement No. 2-38038, 7/27/70)* 4.1.45 August 15, 1970 (Exhibit 2-D to PEPCO Registration Statement No. 2-38038, 7/27/70)* 4.1.46 September 1, 1971 (Exhibit 2-C to PEPCO Registration Statement No. 2-45591, 9/1/72)* 4.1.47 September 15, 1972 (Exhibit 2-E to PEPCO Registration Statement No. 2-45591, 9/1/72)* 4.1.48 April 1, 1973 (Exhibit A to PEPCO Form 8-K, 5/9/73)* 4.1.49 January 2, 1974 (Exhibit 2-D to PEPCO Registration Statement No. 2-49803, 12/5/73)* 4.1.50 August 15, 1974 (Exhibits 2-G and 2-H to Amendment No. 1 to PEPCO Registration Statement No. 2-51698, 8/14/74)* 4.1.51 June 15, 1977 (Exhibit 4-A to PEPCO Form 10-K, 3/19/81)* 4.1.52 July 1, 1979 (Exhibit 4-B to PEPCO Form 10-K, 3/19/81)* 4.1.53 June 16, 1981 (Exhibit 4-A to PEPCO Form 10-K, 3/19/82)* 4.1.54 June 17, 1981 (Exhibit 2 to Amendment No. 1, 6/18/81, to PEPCO Form 8-A)* 4.1.55 December 1, 1981 (Exhibit 4-C to PEPCO Form 10-K, 3/19/82)* 4.1.56 August 1, 1982 (Exhibit 4-C to Amendment No. 1 to PEPCO Registration Statement No. 2-78731, 8/17/82)* 4.1.57 October 1, 1982 (Exhibit 4 to PEPCO Form 8-K, 11/8/82)* 4.1.58 April 15, 1983 (Exhibit 4 to PEPCO Form 10-K, 3/23/84)* 4.1.59 November 1, 1985 (Exhibit 2-B to PEPCO Form 8-A, 11/1/85)* 4.1.60 March 1, 1986 (Exhibit 4 to PEPCO Form 10-K, 3/28/86)* 4.1.61 November 1, 1986 (Exhibit 2-B to PEPCO Form 8-A, 11/5/86)* 4.1.62 March 1, 1987 (Exhibit 2-B to PEPCO Form 8-A, 3/2/87)* 4.1.63 September 16, 1987 (Exhibit 4-B to PEPCO Registration Statement No. 33-18229, 10/30/87)* 4.1.64 May 1, 1989 (Exhibit 4-C to PEPCO Registration Statement No. 33-29382, 6/16/89)* 4.1.65 August 1, 1989 (Exhibit 4 to PEPCO Form 10-K, 3/23/90)* 4.1.66 April 5, 1990 (Exhibit 4 to PEPCO Form 10-K, 3/29/91)* 4.1.67 May 21, 1991 (Exhibit 4 to PEPCO Form 10-K, 3/27/92)* 4.1.68 May 7, 1992 (Exhibit 4 to PEPCO Form 10-K, 3/26/93)* 4.1.69 September 1, 1992 (Exhibit 4 to PEPCO Form 10-K, 3/26/93)* 4.1.70 November 1, 1992 (Exhibit 4 to PEPCO Form 10-K, 3/26/93)* 4.1.71 March 1, 1993 (Exhibit 4 to PEPCO Form 10-K, 3/26/93)* 4.1.72 March 2, 1993 (Exhibit 4 to PEPCO Form 10-K, 3/26/93)* 4.1.73 July 1, 1993 (Exhibit 4.4 to PEPCO Registration Statement No. 33-49973, 8/11/93)* 4.1.74 August 20, 1993 (Exhibit 4.4 to PEPCO Registration Statement No. 33-50377, 9/23/93)* 4.1.75 September 29, 1993 (Exhibit 4 to PEPCO Form 10-K, 3/25/94)* 4.1.76 September 30, 1993 (Exhibit 4 to PEPCO Form 10-K, 3/25/94)* 4.1.77 October 1, 1993 (Exhibit 4 to PEPCO Form 10-K, 3/25/94)* 4.1.78 February 10, 1994 (Exhibit 4 to PEPCO Form 10-K, 3/25/94)* 4.1.79 February 11, 1994 (Exhibit 4 to PEPCO Form 10-K, 3/25/94)* 4.1.80 March 10, 1995 (Exhibit 4.3 to PEPCO Registration Statement No. 61379, 7/28/95)* 4.1.81 September 6, 1995 (Exhibit 4 to PEPCO Form 10-K, 4/1/96)* 4.1.82 September 7, 1995 (Exhibit 4 to PEPCO Form 10-K, 4/1/96)* 4.2 Indenture, dated as of January 15, 1988, between PEPCO and Centerre Trust Company of St. Louis (now known as Boatmen's Trust Company), Trustee for PEPCO's $75,000,000 issue of 7% Convertible Debentures due 2018 (Exhibit 4-A to PEPCO Form 10-K, 3/25/88)* 4.3 Indenture, dated as of July 28, 1989, between PEPCO and The Bank of New York, Trustee, with respect to PEPCO's Medium-Term Note Program (Exhibit 4 to PEPCO Form 8-K, 6/21/90)* 4.4 Indenture, dated as of August 15, 1992, between PEPCO and the Bank of New York, Trustee, for PEPCO's $115,000,000 issue of 5% Convertible Debentures due 2002 (Exhibit 4-C to PEPCO Form 10-K, 3/26/93)* 4.5.1 Supplemental Indenture between BGE and Bankers Trust Company, as Trustee, dated as of June 20, 1995, supplementing, amending and restating Deed of Trust dated February 1, 1919 (Exhibit No. 4 in BGE's Form 10-Q dated August 11, 1995, File No. 1-1910); and the following Supplemental Indentures between BGE and Bankers Trust Company, Trustee: 4.5.1 August 1, 1967 (Exhibit D-1 to BGE Form 10-K for 1967)* 4.5.2 January 1, 1972 (Exhibit A-2 to BGE Form 10-K for 1971)* 4.5.3 July 15, 1977 - 3 Indentures (Exhibit 2-3 to BGE Registration File No. 2-59772)* 4.5.4 October 15, 1989 (Exhibit 4(a) to BGE Form 10-Q dated November 14, 1989* 4.5.5 August 15, 1991 (Exhibit 4(a)(i) to BGE Registration Statement No. 33-45259)* 4.5.6 January 15, 1992 (Exhibit 4(a)(ii) to BGE Registration Statement No. 33-45259)* 4.5.7 July 1, 1992 (Exhibit 4(a) to BGE Form 8-K for January 29, 1993)* 4.5.8 February 15, 1993 (Exhibit 4(a)(i) to BGE Form 10-K for 1992)* 4.5.9 March 1, 1993 (Exhibit 4(a)(ii) to BGE Form 10-K for 1992)* 4.5.10 March 15, 1993 (Exhibit 4(a)(iii) to BGE Form 10-K for 1992)* 4.5.11 April 15, 1993 (Exhibit 4 to BGE Form 10-Q dated May 13, 1993)* 4.5.12 July 1, 1993 (Exhibit 4(a) to BGE Form 10-Q dated August 13, 1993)* 4.5.13 July 15, 1993 (Exhibit 4(b) to BGE Form 10-Q dated August 13, 1993)* 4.5.14 October 15, 1993 (Exhibit 4 to BGE Form 10-Q dated November 12, 1993)* 4.5.15 March 15, 1994 (Exhibit 4(a) to BGE Form 10-K for 1993)* 4.5.16 June 15, 1996 (Exhibit 4 to BGE Form 10-Q dated August 13, 1996)* 4.6 Indenture dated July 1, 1985, between BGE and The Bank of New York (Successor to Mercantile-Safe Deposit and Trust Company), Trustee (Exhibit 4(a) to BGE Registration File No. 2-98443); as supplemented by Supplemental Indentures dated as of October 1, 1987 (Exhibit 4(a) to BGE Form 8-K dated November 13, 1987) and as of January 26, 1993 (Exhibit 4(b) to BGE Form 8-K dated January 29, 1993)* 10.1 Employment Agreement** (Exhibit 10.1 to PEPCO Form 10-Q, 10/30/95)* 10.2 Employment Agreement** (Exhibit 10.2 to PEPCO Form 10-Q, 10/30/95)* 10.3 Employment Agreement** (Exhibit 10.3 to PEPCO Form 10-Q, 10/30/95)* 10.4 Employment Agreement** (Exhibit 10.4 to PEPCO Form 10-Q, 10/30/95)* 10.5 Amendment to Employment Agreement** (Exhibit 10.5 to PEPCO Form 10-Q, 10/30/95)* 10.6 Severance Agreement** (Exhibit 10.6 to PEPCO Form 10-Q, 10/30/95)* 10.7 Severance Agreement** (Exhibit 10.7 to PEPCO Form 10-Q, 10/30/95)* 10.8 Severance Agreement** (Exhibit 10.8 to PEPCO Form 10-Q, 10/30/95)* 10.9 Severance Agreement** (Exhibit 10.9 to PEPCO Form 10-Q, 10/30/95)* 10.10 Amendment to Employment Agreement** (Exhibit 10.1 to PEPCO Form 10-K, 4/1/96)* 10.11 Amendment to Employment Agreement** (Exhibit 10.2 to PEPCO Form 10-K, 4/1/96)* 10.12 Amendment to Employment Agreement** (Exhibit 10.3 to PEPCO Form 10-K, 4/1/96)* 10.13 Severance Agreement** (Exhibit 10.4 to PEPCO Form 10-K, 4/1/96)* 10.14 Severance Agreement** (Exhibit 10.5 to PEPCO Form 10-K, 4/1/96)* 10.15 Severance Agreement** (Exhibit 10.6 to PEPCO Form 10-K, 4/1/96)* 10.16 Severance Agreement** (Exhibit 10.7 to PEPCO Form 10-K, 4/1/96)* 10.17 Severance Agreement** (Exhibit 10.8 to PEPCO Form 10-K, 4/1/96)* 10.18 Severance Agreement** (Exhibit 10.9 to PEPCO Form 10-K, 4/1/96)* 10.19 Severance Agreement** (Exhibit 10.10 to PEPCO Form 10-K, 4/1/96)* 10.20 Severance Agreement** (Exhibit 10.11 to PEPCO Form 10-K, 4/1/96)* 10.21 Severance Agreement** (Exhibit 10.12 to PEPCO Form 10-K, 4/1/96)* 10.22 Baltimore Gas and Electric Company Executive Benefits Plan, as amended and restated (Exhibit 10(a) to BGE Form 10-Q dated November 14, 1996)* 10.23 Executive Incentive Plan of the Baltimore Gas and Electric Company (Exhibit 10(b) to BGE Form 10-K for 1992)* 10.24 Baltimore Gas and Electric Company 1995 Long-Term Incentive Plan (Exhibit 10(c) to BGE Form 10-K for 1994)* 10.25 Baltimore Gas and Electric Company Nonqualified Deferred Compensation Plan, as amended and restated (Exhibit 10(d) to BGE Form 10-K for 1996)* 10.26 Baltimore Gas and Electric Company Nonqualified Deferred Compensation Plan for Non-Employee Directors (formerly Baltimore Gas and Electric Company Deferred Compensation Plan for Non-Employee Directors) (Exhibit 10(f) to BGE Form 10-K for 1993)* 10.27 Baltimore Gas and Electric Company Retirement Plan for Non-Employee Directors, as amended and restated (Exhibit 10(f) to BGE Form 10-K for 1994)* 10.28 Grantor Trust Agreement Dated as of July 31, 1994 between Baltimore Gas and Electric Company and Citibank, N.A. (Exhibit 10(h) to BGE Form 10-K for 1994)* 10.29 Summary of Constellation Holdings, Inc. Annual Incentive Plan (Exhibit 10(g) to BGE Form 10-K for 1992)* 10.30 Summary 1994-96 Long Term Incentive Plan of Constellation Holdings, Inc. (Exhibit 10(l) to BGE Form 10-K for 1994)* 10.31 Employment Agreement of Christian H. Poindexter (Exhibit C2 in the Joint Proxy Statement/Prospectus)* 10.32 Employment Agreement of Edward A. Crooke (Exhibit C3 in the Joint Proxy Statement/Prospectus)* 10.33 Severance Agreements between BGE and 15 key employees (Exhibit 10(o) to BGE Form 10-K for 1995)* 10.34 Grantor Trust Agreement Dated as of June 1, 1996 between Baltimore Gas and Electric Company and T. Rowe Price Trust Company (Exhibit 10(b) to BGE Form 10-Q dated August 13, 1996)* 11 Computation of Earnings Per Common Share (Filed herewith) 12 Computation of Ratios (Filed herewith) 21 Subsidiaries of the Registrant (Filed herewith) ______________________ * Incorporated herein by reference ** These exhibits when filed were designated as a management contract or compensatory plan pursuant to Item 14(a)(3) of Form 10-K. Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. CONSTELLATION ENERGY CORPORATION /s/ David A. Brune By: ___________________________ Name: David A. Brune Title: Vice President and Secretary Date: April 4, 1997 EX-11 2 COMPUTATION OF EARNINGS Exhibit 11 Pro Forma Computations of Constellation Energy's Earnings Per Common Share* -------------------------------------------------------------------------- The following is the basis for the computation of primary and fully diluted earnings per common share of the years 1996, 1995 and 1994:
1996 1995 1994 ----------- ----------- ------------ Average shares outstanding for computation of primary earnings per common share 265,701,166 265,584,355 264,751,559 =========== =========== =========== Average shares outstanding for fully diluted computation: Average shares outstanding 265,701,166 265,584,355 264,751,559 Additional shares resulting from: Conversion of Serial Preferred Stock, $2.44 Convertible Series of 1966 (the"Convertible Preferred Stock") 34,881 38,140 47,965 Conversion of 7% Convertible Debentures 2,411,323 2,462,230 2,523,650 Conversion of 5% Convertible Debentures 3,382,322 3,382,322 3,382,322 ----------- ----------- ----------- Average shares outstanding for computation of fully diluted earnings per common share 271,529,692 271,467,047 270,705,496 =========== =========== =========== Earnings applicable to common stock $492,644,000 $374,969,000 $494,420,000 Add: Dividends paid or accrued on Convertible Preferred Stock 15,000 16,000 20,000 Interest paid or accrued on Convertible Debentures, net of related taxes 6,416,000 6,475,000 6,537,000 ------------ ------------ ------------ Earnings applicable to common stock, assuming conversion of convertible securities $499,075,000 $381,460,000 $500,977,000 ============ ============ ============ Primary earnings per common share $1.85 $1.41 $1.87 Fully diluted earnings per common share $1.84 $1.41 $1.85 * This calculation is submitted in accordance with Regulation S-K, item 601 (b) (11) although not required by footnote 2 to paragraph 14 of APB No. 15 for 1996 and 1994 because it results in dilution of less than 3%.
EX-12 3 COMPUTATION OF RATIOS Exhibit 12 CONSTELLATION ENERGY CORPORATION COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS (Thousands of Dollars)
December December December December December 1996 1995 1994 1993 1992 ---------- ---------- ---------- ---------- --------- Net Income .................................................. $ 547,784 $ 432,398 $ 550,779 $ 551,445 $ 465,107 Taxes on Income ............................................. 249,588 216,119 250,655 202,978 185,475 ---------- ---------- ---------- ---------- ---------- Adjusted Net Income ......................................... $ 797,372 $ 648,517 $ 801,434 $ 754,423 $ 650,582 ---------- ---------- ---------- ---------- ---------- Fixed Charges: Interest and Amortization of Debt Discount and Expense and Premium on all Indebtedness ........ $ 434,303 $ 444,861 $ 428,199 $ 418,668 $ 425,101 Capitalized Interest .................................. 16,313 15,579 12,948 18,226 16,000 Interest Factor in Rentals ............................ 25,491 28,784 11,948 11,401 8,632 ---------- ---------- ---------- ---------- ---------- Total Fixed Charges ................................... $ 476,107 $ 489,224 $ 453,095 $ 448,295 $ 449,733 ---------- ---------- ---------- ---------- ---------- Preferred and Preference Dividend Requirements: Preferred and Preference Dividends .................... $ 55,140 $ 57,429 $ 56,359 $ 58,094 $ 56,639 Income Tax Required ................................... 26,494 28,185 25,813 22,989 22,486 Total Preferred and Preference ---------- ---------- ---------- ---------- ---------- Dividend Requirements .............................. $ 81,634 $ 85,614 $ 82,172 $ 81,083 $ 79,125 ---------- ---------- ---------- ---------- ---------- Total Fixed Charges and Preferred and Preference Dividend Requirements .................. $ 557,741 $ 574,838 $ 535,267 $ 529,378 $ 528,858 ========== ========== ========== ========== ========== Earnings (1) ................................................ $1,257,166 $1,122,162 $1,241,581 $1,184,492 $1,084,315 ========== ========== ========== ========== ========== Ratio of Earnings to Fixed Charges .......................... 2.64 2.29 2.74 2.64 2.41 Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Dividend Requirements ................................. 2.25 1.95 2.32 2.24 2.05 (1) Earnings consist of adjusted net income and total fixed charges excluding capitalized interest.
EX-21 4 REGISTRANT SUBSIDIARIES Exhibit 21 SUBSIDIARIES OF THE REGISTRANT Constellation Holdings, Inc. Constellation Investments, Inc. Constellation Energy Source, Inc. (formerly BNG, Inc.) Safe Harbor Water Power Corporation BGE Home Products & Services, Inc. BGE Energy Projects & Services, Inc. Potomac Capital Investment Corporation -----END PRIVACY-ENHANCED MESSAGE-----