-----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, E2V8KE52ZZ8reymOWEyVdBpBNkakLlEOcQioccsuMnJPdtbqzJ6pXUoAJ88gr6cu zlkbu/2WNAI7xn0Q2nD0OA== 0001004440-97-000035.txt : 19971224 0001004440-97-000035.hdr.sgml : 19971224 ACCESSION NUMBER: 0001004440-97-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: FILED AS OF DATE: 19971223 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12869 FILM NUMBER: 97742917 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 8-K 1 CURRENT REPORT UNITED STATES 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): December 23, 1997 (December 19, 1997) CONSTELLATION ENERGY CORPORATION (Exact name of registrant as specified in its charter) Maryland and Virginia Not Assigned 52-1964611 --------------------------------------------------------------------- (State of incorporation) (Commission (IRS Employer File Number) 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) 1 ITEM 5. Other Events - --------------------- As announced in September 1995, BGE and Pepco had planned to merge into Constellation Energy Corporation as soon as all conditions to closing the merger were satisfied. On December 22, 1997, BGE and Pepco announced they were terminating the merger agreement. Specific details about the decision to terminate the merger agreement are included in Pepco's Report on Form 8-K dated December 22, 1997 and BGE's Report on Form 8-K dated December 23, 1997. Constellation Energy Corporation filed several registration statements under the Securities Act of 1933 to register securities needed for various Constellation Energy Corporation shareholder, employee, and executive plans and financing programs if the merger had closed. No securities were issued by Constellation Energy Corporation under those registration statements. As a result of the announcement by both companies to terminate the merger agreement, Constellation Energy Corporation will deregister all securities registered on the registration statements. 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 December 23, 1997 /s/ D. A. Brune ------------------- ----------------------------- D. A. Brune, Vice President on behalf of the Registrant and as Principal Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----