-----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, PPQPsUIIJSDHBXKiojUdavCfp+DTDayvt5fXQRYQU6LHOI10tQUTi3xHCcuDZpNd +Go+hof7veiB0HN9UouYcA== 0000009466-98-000034.txt : 19980616 0000009466-98-000034.hdr.sgml : 19980616 ACCESSION NUMBER: 0000009466-98-000034 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980615 SROS: NYSE 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-A12B SEC ACT: SEC FILE NUMBER: 001-01910 FILM NUMBER: 98647878 BUSINESS ADDRESS: STREET 1: 39 W LEXINGTON ST STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BGE CAPITAL TRUST I CENTRAL INDEX KEY: 0001063416 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-01910-01 FILM NUMBER: 98647879 BUSINESS ADDRESS: STREET 1: C/O BALTIMORE GAS & ELECTRIC CO STREET 2: PO BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 BUSINESS PHONE: 4102345575 MAIL ADDRESS: STREET 1: C/O BALTIMORE GAS & ELECTRIC CO STREET 2: PO BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION --------------------------------- FORM 8-A REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------------------------- BGE Capital Trust I (Exact name of registrant as specified in its charter) Delaware Applied for (State of incorporation or organization) (I.R.S. Employer Identification No.) Baltimore Gas and Electric Company Maryland 52-028021 (State of incorporation) (I.R.S. Employer Identification No.) 39 W. Lexington Street, Baltimore, Maryland 21201 (Address of registrants' principal executive offices) 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 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BGE Capital Trust I 7.16% Trust Originated Preferred Securities (and New York Stock Exchange the Guarantee with respect thereto) - ------------------------------------------------------ ------------------------- If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-53767 333-53767-01 Baltimore Gas and Electric Company BGE Capital Trust I Securities to be registered pursuant to Section 12(g) of the Act: None INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. The class of securities to be registered hereby is the 7.16% Trust Originated Preferred Securities (the "Preferred Securities") of BGE Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"). The Preferred Securities represent preferred undivided beneficial interests in the assets of the Trust, and are guaranteed by Baltimore Gas and Electric Company, a Maryland corporation ("BGE") and the Depositor of the Trust, to the extent set forth in the Registration Statement on Form S-3 of the Trust and BGE (Registration Nos. 333-53767-01 and 333-53767) (the "Registration Statement"), filed with the Securities and Exchange Commission on May 28, 1998, and the form of Prospectus included therein, and the Preliminary Prospectus Supplement for the Preferred Securities which descriptions are incorporated herein by reference. Definitive copies of the Prospectus and the Prospectus Supplement describing the Preferred Securities will be filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and shall be incorporated by reference into this registration statement on Form 8-A. ("Trust Originated Preferred Securities" is a service mark of Merrill Lynch & Co., Inc.) Item 2. Exhibits 2.1 Certificate of Trust, dated May 22, 1998, of BGE Capital Trust I (incorporated herein by reference to Exhibit 4(a) to the Registration Statement). 2.2 Form of Amended and Restated Declaration of Trust of BGE Capital Trust I (incorporated herein by reference to Exhibit 4(c) to the Registration Statement). 2.3 Form of Preferred Security (incorporated herein by reference to Exhibit 4(g)to the Registration Statement). 2.4 Form of Guarantee Agreement with respect to the Preferred Securities (incorporated herein by reference to Exhibit 4(f) to the Registration Statement). 2.5 Form of Subordinated Indenture between Baltimore Gas and Electric Company and the Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4(d) to the Registration Statement). 2.6 Form of Supplemental Indenture to Indenture to be used in connection with the issuance of a series of Deferrable Interest Subordinated Debentures (incorporated herein by reference to Exhibit 4(e) to the Registration Statement). SIGNATURES 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, thereto duly authorized, this 8th day of June 1998. BGE Capital Trust I By /s/ David A. Brune David A. Brune, Trustee 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, thereto duly authorized, this 8th day of June 1998. Baltimore Gas and Electric Company By /s/ David A. Brune David A. Brune, Vice President -----END PRIVACY-ENHANCED MESSAGE-----