S-8 1 BGE 1995 LT INCENTIVE PLAN Registration No. 33- ========================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________________ Baltimore Gas and Electric Company (Exact Name of Registrant as Specified in its Charter) Maryland 52-0280210 (State of Incorporation) (I.R.S. Employer Identification No.) 39 W. Lexington Street Baltimore, Maryland 21201 (Address of Principal Executive Offices) (Zip Code) _______________________ Baltimore Gas and Electric Company 1995 Long-Term Incentive Plan (Full Title of the Plan) ______________________ C. W. Shivery Vice President 39 W. Lexington Street Baltimore, Maryland 21201 (Name and Address of Agent for Service) _______________________ 410-234-5511 (Telephone Number, including Area Code, of Agent for Service) ________________________ CALCULATION OF REGISTRATION FEE ========================================================================= | | Proposed | Proposed | Title of | | maximum | maximum | securities | Amount | offering | aggregate | Amount of to be | to be | price | offering | registration registered | registered | per share | price | fee ------------------------------------------------------------------------ Common Stock | 3,000,000 | $24 1/4 * | $72,750,000 | $25,086 (without par | Shares | | | value) | | | | ======================================================================= * Inserted solely for the purpose of calculating the registration fee; computed on the basis of the average of the reported high and low sales prices on the New York Stock Exchange-Composite Transactions on May 18, 1995, as reported in THE WALL STREET JOURNAL pursuant to Rule 457 (c). ========================================================================= PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, filed by Baltimore Gas and Electric Company ("BGE") with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (File No. 1-1910), are incorporated in this Registration Statement by reference as of their respective dates of filing and shall be deemed to be a part hereof: (a) BGE's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (the "1994 Form 10-K"). (b) BGE's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. (c) "Description of Common Stock" on pages 1 and 2 of BGE's Form 8-A dated April 19, 1974, as amended by a Form 8 dated January 25, 1990. All documents filed by BGE pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Registration Statement and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 5. Experts. The consolidated balance sheets and statements of capitalization as of December 31, 1994 and 1993 and the consolidated statements of income, cash flows, common shareholders' equity and taxes for each of the three years in the period ended December 31, 1994, and the consolidated financial statement schedules listed in Item 14(a)(1) and (2) of the 1994 Form 10-K incorporated by reference in this Registration Statement from the 1994 Form 10-K have been incorporated herein in reliance on the report, which includes an explanatory paragraph related to the recoverability of replacement energy costs, of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. Item 6. Indemnification of Directors and Officers. The following description of indemnification allowed under Maryland statutory law is a summary rather than a complete description. Reference is made to Section 2-418 of the Corporations and Associations Article of the Maryland Annotated Code, which is incorporated herein by reference, and the following summary is qualified in its entirety by such reference. II-1 By a Maryland statute, a Maryland corporation may indemnify any director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding") by reason of the fact that he is a present or former director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan ("Director"). Such indemnification may be against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with the Proceeding unless it is proven that (a) the act or omission of the Director was material to the cause of action adjudicated in the Proceeding and (i) was committed in bad faith, or (ii) was the result of active and deliberate dishonesty; or (b) the Director actually received an improper personal benefit in money, property, or services; or (c) in the case of any criminal action or proceeding, the Director had reasonable cause to believe his act or omission was unlawful. However, the corporation may not indemnify any Director in connection with a Proceeding by or in the right of the corporation if the Director has been adjudged to be liable to the corporation. A Director or officer who has been successful in the defense of any Proceeding described above shall be indemnified against reasonable expenses incurred in connection with the Proceeding. The corporation may not indemnify a Director in respect of any Proceeding charging improper personal benefits to the Director in which the Director was adjudged to be liable on the basis that personal benefit was improperly received. Notwithstanding the above provisions, a court of appropriate jurisdiction, upon application of the Director or officer may order indemnification if it determines that in view of all the relevant circumstances, the Director or officer is fairly and reasonably entitled to indemnification; however, indemnification with respect to any Proceeding by or in the right of the corporation or in which liability was adjudged on the basis that personal benefit was improperly received shall be limited to expenses. A corporation may advance reasonable expenses to a Director under certain circumstances, including a written undertaking by or on behalf of such Director to repay the amount if it shall ultimately be determined that the standard of conduct necessary for indemnification by the corporation has not been met. A corporation may indemnify and advance expenses to an officer of the corporation to the same extent that it may indemnify Directors under the statute. The indemnification and advancement of expenses provided or authorized by this statute may not be deemed exclusive of any other rights, by indemnification or otherwise, to which a Director or officer may be entitled under the charter, by-laws, a resolution of shareholders or directors, an agreement or otherwise. II-2 A corporation may purchase and maintain insurance on behalf of any person who is or was a Director or officer, whether or not the corporation would have the power to indemnify a Director or officer against liability under the provision of this section of Maryland law. Further, a corporation may provide similar protection, including a trust fund, letter of credit or surety bond, not inconsistent with the statute. Article IV of the BGE's By-Laws reads as follows: "Each person made or threatened to be made a party to an action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Company, or, at its request, is or was a director or officer of another corporation, shall be indemnified by the Company (to the extent indemnification is not otherwise provided by insurance) against the liabilities, costs and expenses of every kind actually and reasonably incurred by him as a result of such action, suit or proceeding, or any threat thereof or any appeal thereon, but in each case only if and to the extent permissible under applicable common or statutory law, state or federal. The foregoing indemnity shall not be inclusive of other rights to which such person may be entitled." The Directors and officers of the Registrant are covered by insurance indemnifying them against certain liabilities which might be incurred by them in their capacities as such, including certain liabilities arising under the Securities Act of 1933. The premium for this insurance is paid by the Registrant. Item 8. Exhibits. Reference is made to the Exhibit Index filed as a part of this Registration Statement. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; II-3 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) If the registrant is a foreign private issuer, to file a post-effective amendment to the Registration Statement to include any financial statements required by Regulation 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer or controlling person of the II-4 Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Baltimore Gas and Electric Company, the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 23rd day of May, 1995. BALTIMORE GAS AND ELECTRIC COMPANY (Registrant) /s/ C. W. Shivery By: ______________________________ C. W. Shivery, Vice President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date _________ _____ ____ Principal executive officer and director: * C. H. Poindexter Chairman of the May 23, 1995 Board and Director Principal financial and accounting officer: /s/ C. W. Shivery _____________________ Vice President May 23, 1995 C. W. Shivery Directors: * H. Furlong Baldwin * Beverly B. Byron * J. Owen Cole * Dan A. Colussy * Edward A. Crooke * James R. Curtiss * Jerome W. Geckle May 23, 1995 * Martin L. Grass * Freeman A. Hrabowski III * Nancy Lampton * George V. McGowan * George L. Russell, Jr. * Michael D. Sullivan /s/ C. W. Shivery * By: __________________________________ C. W. Shivery, Attorney-in-Fact II-6 EXHIBIT INDEX Exhibit Number _______ 4(a) * - Charter of Baltimore Gas and Electric Company, restated as of April 25, 1995. (Designated as Exhibit 3(a) to the Form 10-Q for the quarter ended March 31, 1995, File No. 1-1910.) 4(b) * - Baltimore Gas and Electric Company 1995 Long-Term Incentive Plan. (Designated as Exhibit 10(c) to the Annual Report on Form 10-K for the fiscal year ended December 31, 1994, File No. 1-1910.) 4(c) * - Form of Common Stock Certificate. (Designated as Exhibit 4 to Form S-3 Registration Statement, Registration No. 33-57658.) 5 - Opinion of Company Counsel as to legality. 23 - Consent of Coopers & Lybrand L.L.P., Independent Certified Public Accountants. 24 - Power of Attorney. 99 * - Corporations and Associations Article, Section 2- 418 of the Annotated Code of Maryland. (Designated as Exhibit 28(b) to the Annual Report on Form 10-K for the fiscal year ended December 31, 1987, File No. 1-1910.) _____________________________ * Incorporated by reference. II-7 EX-5 2 LEGAL OPINION Exhibit 5 DAVID A. BRUNE BALTIMORE GAS AND ELECTRIC COMPANY GENERAL COUNSEL 39 W. LEXINGTON STREET 17TH FLOOR BALTIMORE, MARYLAND 21201 410 234-5685 [Baltimore Gas and Electric Company Logo goes here] May 19, 1995 Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 Gentlemen: This opinion is provided in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by Baltimore Gas and Electric Company ("BGE") with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended, regarding the proposed issuance of up to 3,000,000 shares of Common Stock without par value (the "Common Stock") under BGE's 1995 Long Term Incentive Plan (LTIP). I am the General Counsel of BGE and head of its Legal Department. I am generally familiar with BGE's corporate history, properties, operations, Charter (including amendments, supplements, and restatements thereto), and the issuance of its securities outstanding. In connection with this opinion I, together with attorneys I supervise, have considered, among other things (1) the Charter of BGE; (2) the By-Laws of BGE; (3) the corporate proceedings for approval of the LTIP; (4) the Registration Statement; (5) the provisions of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), together with an order dated January 16, 1956, issued by the Commission (File No. 31-631) exempting BGE from the provisions of the 1935 Act applicable to it as a holding company; and (6) such other documents, transactions, and matters of law as we deemed necessary in order to render this opinion. This opinion is subject to the Registration Statement becoming effective under the Securities Act of 1933, as amended. Baltimore Gas and Electric Company May 19, 1995 Page 2 Based on the foregoing, I am of the opinion that the Common Stock, when issued and delivered in accordance with the LTIP, will constitute legally issued, fully paid, and nonassessable shares of Common Stock of BGE. I express no opinion as to the law of any jurisdiction other than the law of the State of Maryland and the law of the United States of America. The opinion expressed herein concerns only the effect of the law (excluding the principles of conflicts of law) of the State of Maryland and the United States of America as currently in effect. This opinion is provided solely for your benefit and may not be relied upon by, or quoted to, any other person or entity, in whole or in part, without my prior written consent. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me in the Registration Statement (and any amendments thereto) or the prospectus constituting a part of the Registration Statement (and any amendments or supplements thereto). Very truly yours, /s/ David A. Brune lesleyh\opincom.doc EX-23 3 CONSENT Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Baltimore Gas and Electric Company on Form S-8 covering 3,000,000 shares of Baltimore Gas and Electric Company Common Stock (without par value) to be offered pursuant to the Baltimore Gas and Electric Company 1995 Long-Term Incentive Plan (the "Registration Statement") of our report, dated January 20, 1995, which contains an explanatory paragraph related to the recoverability of replacement energy costs, on our audits of the consolidated financial statements and financial statement schedules of Baltimore Gas and Electric Company and Subsidiaries, as of December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993 and 1992, which report, is incorporated by reference in the Registration Statement from the Company's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to our firm under the caption "Experts" in the Registration Statement. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Baltimore, Maryland May 19, 1995 EX-24 4 POWER OF ATTORNEY Exhibit 24 Page 1 of 2 BALTIMORE GAS AND ELECTRIC COMPANY POWER OF ATTORNEY _________________ KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of Baltimore Gas and Electric Company hereby constitute and appoint C. H. Poindexter, E. A. Crooke, C. W. Shivery, and L. H. Church, and each of them their true and lawful attorneys and agents to do any and all acts and things and to execute, in their names any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof in connection with the registration under said Act of 3,000,000 shares of Baltimore Gas and Electric Company Common Stock (without par value) to be offered pursuant to the Baltimore Gas and Electric Company 1995 Long-Term Incentive Plan, all as authorized by Resolutions adopted by the Board of Directors of Baltimore Gas and Electric Company at a meeting held May 19, 1995, including specifically, but without limiting the generality of the foregoing, power and authority to sign the names of the undersigned directors and officers in the capacities indicated below, to any registration statements to be filed with the Securities and Exchange Commission in respect of said Common Stock, to any and all amendments to any registration statement in respect to said Common Stock and to any instruments or documents filed as part of or in connection with said registration statements or amendments to such documents; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to be subscribed, these presents this 19th day of May, 1995. Signature _________ /s/ C. H. Poindexter Principal Executive Officer _______________________________ and Director C. H. Poindexter Chairman of the Board and Director /s/ C. W. Shivery Principal Financial and _______________________________ Accounting Officer C. W. Shivery Vice President Exhibit 24 Page 2 of 2 Power of Attorney in connection with the registration of 3,000,000 shares of Baltimore Gas and Electric Company Common Stock (without par value) to be offered pursuant to the Baltimore Gas and Electric Company 1995 Long-Term Incentive Plan. Directors _________ /s/ H. Furlong Baldwin /s/ Martin L. Grass ______________________________ ______________________________ /s/ Beverly B. Byron /s/ Freeman A. Hrabowski III ______________________________ ______________________________ /s/ J. Owen Cole /s/ Nancy Lampton ______________________________ ______________________________ /s/ Dan A. Colussy /s/ George V. McGowan ______________________________ ______________________________ /s/ Edward A. Crooke /s/ George L. Russell, Jr. ______________________________ ______________________________ /s/ James R. Curtiss /s/ Michael D. Sullivan ______________________________ ______________________________ /s/ Jerome W. Geckle ______________________________ Dated: May 19, 1995