-----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, JwmBlq8cfxDf4ZcM+todCP2mIExTt3VCz4+NN/e0uL26hT5TZ34n/ZIzhf+R2L2C PQAdfSkeV6AWcHSSmZldkg== 0001004440-97-000033.txt : 19971113 0001004440-97-000033.hdr.sgml : 19971113 ACCESSION NUMBER: 0001004440-97-000033 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971113 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-Q SEC ACT: SEC FILE NUMBER: 001-12869 FILM NUMBER: 97715409 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-Q 1 QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ------------------------ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 1997 Commission file number: Not yet assigned CONSTELLATION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Maryland and Virginia 52-1964611 ------------------------------------------------------- (State 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) 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 Common Stock, without par value - no shares outstanding on October 31, 1997. 1 PART II. OTHER INFORMATION - --------------------------- Item 5. Other Information - ------------------------- Status of Proposed Merger of Baltimore Gas and Electric Company (BGE) and - ------------------------------------------------------------------------- Potomac Electric Power Company (Pepco) into Constellation Energy Corporation - ---------------------------------------------------------------------------- As announced in September 1995, BGE and Pepco plan to merge into Constellation Energy Corporation as soon as all conditions to closing the merger are satisfied. The status of these conditions is regularly disclosed in filings made by BGE and by Pepco under the Securities Exchange Act of 1934 (1934 Act). As explained in the BGE and Pepco 1934 Act filings, we have received all necessary regulatory approvals for the merger. However two of the approvals, those from the Maryland and District of Columbia Public Service Commissions, contain unacceptable conditions. Accordingly, BGE and Pepco have requested reconsideration of the Maryland Public Service Commission order and plan to ask for reconsideration of the District of Columbia Public Service Commission order. If the conditions to these orders are not remedied, BGE and Pepco will not proceed with the merger. Constellation Energy Corporation was formed September 22, 1995 solely for use in the proposed merger. Currently its stock is owned 50% by BGE and 50% by Pepco. If the merger closes, BGE and Pepco will merge into Constellation Energy Corporation, BGE and Pepco will cease to exist, and Constellation Energy Corporation as the surviving company in the merger will carry on the businesses currently conducted by BGE and Pepco. Since the merger has not occurred, Constellation Energy Corporation has no assets or operations. Accordingly, Constellation Energy Corporation has no financial statements. Pro forma financial information is information that combines BGE and Pepco data as if the merger had occurred. You can find pro forma information for Constellation Energy Corporation in various BGE and Pepco filings under the Securities Exchange Acts, including: o a Registration Statement on Form S-4 (Registration No. 33-64799), o BGE's or Pepco's Reports on Form 8-K dated April 7, 1997, and o BGE's or Pepco's Quarterly Reports on Form 10-Q beginning with the reports issued for the quarter ended March 31, 1997. BGE's and Pepco's filings under the 1934 Act will continue to include updated pro forma information until the merger closes. Constellation Energy Corporation filed several registration statements under the Securities Act of 1933 and may file others in the future. These registration statements register securities needed for various Constellation Energy Corporation shareholder, employee, and executive plans and financing programs when the merger closes. No securities will be issued by Constellation Energy Corporation under those registration statements until the merger closes. If BGE and Pepco do not proceed with the merger, Constellation Energy Corporation will deregister all securities registered on the registration statements. Other Information - ----------------- Both BGE and Pepco file annual and quarterly reports with the Securities and Exchange Commission (SEC) under the 1934 Act. These are available at the SEC's public reference rooms in Washington, D.C. and New York, New York (call 1-800-SEC-0330 for more information); and at the SEC's web site at http://www.sec.gov. Also, BGE's reports are available at BGE's web site at http://www.bge.com and Pepco's reports can be accessed through Pepco's web site at http://www.pepco.com. 2 PART II. OTHER INFORMATION (Continued) - --------------------------------------- Item 6. Exhibits and Reports on Form 8-K - ------------------------------------------- (a) Exhibit No. 2* Registration Statement on Form S-4 of Constellation Energy Corporation, as amended, which became effective February 9, 1996, Registration No. 33-64799. *Incorporated by Reference. (b) Reports on Form 8-K for the quarter ended September 30, 1997: None. SIGNATURE ------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CONSTELLATION ENERGY CORPORATION -------------------------------------------- (Registrant) Date: November 13, 1997 /s/ D. A. Brune ------------------ ------------------------------------------- D. A. Brune, Vice President on behalf of the Registrant and as Principal Financial Officer 3 EXHIBIT INDEX Exhibit Number ------ 2* Registration Statement on Form S-4 of Constellation Energy Corporation, as amended, which became effective February 9, 1996, Registration No. 33-64799. *Incorporated by Reference. 4 -----END PRIVACY-ENHANCED MESSAGE-----