-----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, R36BjyrhQipmqO7+uApQs0cFl2KounNCa5gcshb+QNxHqTIh04JOx3I4ywI8U149 ZCCxzY8eVjxmLc8veUxffA== 0000009466-96-000006.txt : 19960617 0000009466-96-000006.hdr.sgml : 19960617 ACCESSION NUMBER: 0000009466-96-000006 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960614 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-50331 FILM NUMBER: 96581026 BUSINESS ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 POS AM 1 PROSPECTUS Registration No. 33-50331 ========================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ POST-EFFECTIVE AMENDMENT NO. 3 To Form S-3 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 (410) 234-5511 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _______________________ C. W. Shivery Vice President and Chief Financial Officer 39 W. Lexington Street Baltimore, Maryland 21201 (410) 234-5511 (Name, address, including zip code, and telephone number, including area code, of agent for service) _______________________ ========================================================================= _________________________________________________________ P R O S P E C T U S _________________________________________________________ BALTIMORE GAS AND ELECTRIC COMPANY $125,000,000 FIRST REFUNDING MORTGAGE BONDS Baltimore Gas and Electric Company (the "Company") intends from time to time to sell up to $125,000,000 aggregate principal amount of its First Refunding Mortgage Bonds (the "New Bonds") on terms to be determined at the time of offering. The specific designation, aggregate principal amount, maturity, rate (or method of calculation) and times of payment of interest, redemption, tender and sinking fund terms, remarketing provisions, other specific terms and any listing on a securities exchange of each series of the New Bonds in respect of which this Prospectus is being delivered will be set forth in a Prospectus Supplement (the "Prospectus Supplement"), together with the terms of offering of the New Bonds. The securities will be offered as set forth under "PLAN OF DISTRIBUTION." See "DESCRIPTION OF NEW BONDS" for other important information about the New Bonds. _____________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. _________________________________________________________ The date of this Prospectus is 1996. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy and information statements, and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at certain of its Regional Offices at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Certain securities of the Company are listed on the New York, Chicago, Pacific and Philadelphia Stock Exchanges. Reports, proxy and information statements and other information concerning the Company can be inspected at such exchanges. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, filed by the Company with the Commission under the 1934 Act (File No. 1-1910), are incorporated in this Prospectus by reference as of their respective dates of filing and shall be deemed to be a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (the "1995 Form 10-K"). (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996. (c) The Company's Current Report on Form 8-K filed February 6, 1996. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom this Prospectus is delivered, on the request of such person, a copy of any and all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than exhibits to such documents, unless the exhibits are specifically incorporated by reference into the information that the Prospectus incorporates. Requests for such copies should be directed to Charles W. Shivery, Vice President, Baltimore Gas and Electric Company, P.O. Box 1475, Baltimore, Maryland 21203, (410) 234-5511. - 2 - THE COMPANY The Company, incorporated under the law of the State of Maryland on June 20, 1906, is a public utility primarily engaged in the business of producing, purchasing and selling electricity, and purchasing, transporting and selling natural gas within the State of Maryland. The Company is qualified to do business in the Commonwealth of Pennsylvania where it is participating in the ownership and operation of two electric generating plants and the District of Columbia where its federal affairs office is located. The Company also owns two-thirds of the outstanding capital stock, including one-half of the voting securities, of Safe Harbor Water Power Corporation, a hydroelectric producer on the Susquehanna River at Safe Harbor, Pennsylvania. The Company is engaged in diversified businesses primarily through four wholly owned subsidiaries, Constellation Holdings, Inc. and its subsidiaries (collectively, the Constellation Companies), BGE Home Products & Services, Inc. (HP&S) and its subsidiary Maryland Environmental Systems, Inc. (MES), BGE Energy Projects & Services, Inc. (EP&S), and BNG, Inc. The Constellation Companies' businesses are concentrated in three major areas - power generation projects, financial investments, and real estate projects (including senior living facilities). HP&S and MES are engaged in the sales and service of gas and electric appliances, kitchen remodeling, the installation and servicing of heating and air conditioning systems, and plumbing. EP&S provides a broad range of customized energy services to major customers which include electrical system improvements, lighting and mechanical engineering services, campus and multi- building systems, brokering and associated financial contracts and district chilled water systems. BNG, Inc. engages in natural gas brokering. The executive offices of the Company are located in the Gas and Electric Building, 39 W. Lexington Street, Baltimore, Maryland 21201; its mailing address is P. O. Box 1475, Baltimore, Maryland 21203; and its telephone number is (410) 234- 5000. The Company and Potomac Electric Power Company ("Pepco") on September 22, 1995, signed an Agreement and Plan of Merger that provides for the merger of both companies into Constellation Energy Corporation (a new company created for use in the merger) upon satisfaction of various conditions and the receipt of required regulatory approvals. For details about the pending merger, see the Company's Report on Form 10-Q for the quarter ended March 31, 1996, and 1995 Form 10-K (see "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE") as well as the Registration Statement on Form S-4 (Registration No. 33-64799) which is filed as an exhibit to this registration statement by incorporation by reference. USE OF PROCEEDS The net proceeds from the sale of the New Bonds offered hereby will be used to meet capital requirements or for other - 3 - general corporate purposes relating to the Company's utility business which may include the repayment of commercial paper borrowings incurred primarily to finance, on a temporary basis, the Company's utility construction, other capital expenditures and operations. The Company's average commercial paper balance and interest rate for the twelve months ended March 31, 1996 were $200,912,000 and 5.84%, respectively. To the extent that the net proceeds from the sale of the New Bonds are not immediately so used, they will be temporarily invested in short-term, interest- bearing obligations. For further information with respect to the Company's utility construction, other capital expenditures and operations, reference is made to the information incorporated by reference herein. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE," and the Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Reports on Forms 10-K and 10-Q that are incorporated by reference. RATIO OF EARNINGS TO FIXED CHARGES The Ratio of Earnings to Fixed Charges for each of the periods indicated is as follows: Twelve Months Ended ------------------------------------------------------------ March 31, December 31, --------- ----------------------------------------- 1996 1995 1994 1993 1992 1991 ---- ---- ---- ---- ---- ---- 3.47 3.21 3.14 3.00 2.65 2.27 The Ratio of Earnings to Fixed Charges for future periods will be included in the Company's Reports on Forms 10-Q and 10-K. Such Reports are incorporated by reference into this Prospectus at the time they are filed. DESCRIPTION OF NEW BONDS General The New Bonds will be issued in one or more series under and will be secured by an indenture between the Company and Bankers Trust Company, Trustee (the "Trustee"), dated February 1, 1919, as subsequently supplemented, amended and restated and as it is to be supplemented by a supplemental indenture for each series of New Bonds (such indenture, as so supplemented, amended and restated, the "Mortgage"). This Prospectus includes brief outlines of certain provisions contained in the Mortgage. Such outlines do not purport to be complete and are qualified in their entirety by express reference to the Mortgage, which is incorporated by reference as an exhibit to the registration statement. The Mortgage may be inspected at the offices of the Corporate Trust and Agency Group of Bankers Trust Company, Four Albany Street, New York, New York 10015. Each series of New Bonds will have a stated principal amount, maturity date, interest rate(s) (or the method of - 4 - determining such rate(s)), and other specific terms as may be determined at the time of sale, all of which will be set forth in the Prospectus Supplement relating to such series. For each series of New Bonds issued in the form of variable rate remarketed new bonds (the "Remarketed New Bonds"), there will also be other provisions, including interest rate resets, remarketing provisions, the Company's annual right to redeem the Remarketed New Bonds, and the holders' annual right to tender the Remarketed New Bonds (in which case the remarketing agent will use its best efforts to remarket the tendered Remarketed New Bonds and may at its option purchase the tendered Remarketed New Bonds; any tendered Remarketed New Bonds not remarketed or purchased by the remarketing agent must be repurchased and retired by the Company); these other provisions are described generally in the section of this Prospectus titled "Additional Provisions Applicable to Remarketed New Bonds" and a specific description will be set forth in the Prospectus Supplement relating to such series. New Bonds may be issued, as indicated in the applicable Prospectus Supplement, in definitive form ("Definitive Bonds") or may be represented by a permanent global Bond or Bonds ("Book- Entry Bonds") registered in the name of a depositary or its nominee (the "Depositary"). See "Book-Entry System" below. Interest, payable at the times and at the rate(s) (or the method of determining such rate(s)) set forth in such Prospectus Supplement (subject to certain exceptions provided in the Mortgage) will be paid to the persons in whose names the Definitive Bonds are registered at the close of business on the record date set forth therein and, at the option of the Company, may be paid by checks mailed to such persons at their registered addresses. The Definitive Bonds will be issued as registered bonds in denominations of $1,000 and multiples thereof, and will be exchangeable for other Definitive Bonds of the same series in equal aggregate principal amounts without charge to the holders except for any applicable tax or governmental charge. The Mortgage does not contain any covenant or other provision that specifically is intended to afford holders of the New Bonds special protection in the event of a highly leveraged transaction. Book-Entry System The Depository Trust Company The Depository Trust Company, New York, New York ("DTC"), will act as securities depositary for the Book-Entry Bonds. The Book-Entry Bonds will be issued as a fully-registered security in the name of Cede & Co., DTC's partnership nominee. One fully- registered global certificate of the Book-Entry Bonds will be issued in principal amount equal to the aggregate principal amount for each series of the Book-Entry Bonds of like tenor and having the same date of issue and maturity, and will be deposited with DTC. - 5 - DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds securities that its participants (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations ("Direct Participants"). DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Ownership of Bonds Purchases of the Book-Entry Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Book-Entry Bonds on DTC's records. The ownership interest of each actual purchaser of each Book-Entry Bond ("Beneficial Owner") is in turn to be recorded on the Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Book-Entry Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Book- Entry Bonds, except in the event that use of the system for the Book-Entry Bonds is discontinued under the circumstances described below under "Discontinuance of Book-Entry Only System." To facilitate subsequent transfers, all Book-Entry Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Book-Entry Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Book-Entry Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Book-Entry Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. - 6 - Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither DTC nor Cede & Co. will consent or vote with respect to securities. Under its usual procedures, DTC mails an omnibus proxy to the Company as soon as possible after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the securities are credited on the record date (identified in a listing attached to the omnibus proxy). So long as a nominee of DTC is the registered owner of the Book-Entry Bonds, references herein to the Bondholders or the holders or owners of the Book-Entry Bonds shall mean DTC and shall not mean the Beneficial Owners of the Book-Entry Bonds. The Company and the Trustee will recognize DTC or its nominee as the holder of all of the Book-Entry Bonds for all purposes, including the payment of the principal or redemption price of and interest on the Book-Entry Bonds, as well as the giving of notices and any consent or direction required or permitted to be given to or on behalf of the Bondholders under the Mortgage. Neither the Company nor the Trustee will have any responsibility or obligation to Participants or Beneficial Owners with respect to payments or notices to Participants or Beneficial Owners. Payments on and Redemption of Bonds So long as New Bonds are held by DTC under a book-entry system, principal and interest payments on the Book-Entry Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the date on which such principal or interest is payable in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC and disbursement of such payments to the Beneficial Owners shall be the responsibility of Participants. So long as New Bonds are held by DTC under a book-entry system, the Trustee will send any notice of redemption with respect to the Book-Entry Bonds only to Cede & Co. Any failure of DTC to advise any Direct Participant, or of any Direct Participant to notify any Indirect Participant or any Beneficial Owner, of any such notice and its content or effect will not affect the validity of the proceedings for the redemption of the - 7 - Book-Entry Bonds. If fewer than all of the Book-Entry Bonds are selected for redemption, DTC's practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed. Any such selection of Direct Participants to which any such partial redemption will be credited will not be governed by the Mortgage and will not be made by the Company or the Trustee. The Company and the Trustee cannot give any assurances that DTC or the Participants will distribute payments of the principal or redemption price of and interest on the Book-Entry Bonds paid to DTC or its nominee, as the registered owner of the Book-Entry Bonds, or any redemption or other notices, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in the manner described in this Prospectus. DTC may charge the Participants a sum sufficient to cover any tax, fee or other governmental charge that may be imposed for every transfer and exchange of a beneficial interest in the Book- Entry Bonds, and the Participants may seek reimbursements therefor from the Beneficial Owners. Discontinuance of Book-Entry Only System If DTC is at any time unwilling or unable to continue as Depositary and a successor Depositary is not appointed by the Company within 90 days, the Company will issue Definitive Bonds in exchange for the Book-Entry Bonds represented by such fully- registered global certificate. In addition, the Company may at any time and in its sole discretion determine not to use DTC's book-entry system, and, in such event, will issue Definitive Bonds in exchange for the Book-Entry Bonds represented by such fully-registered global certificate. Optional Redemption Provisions The Prospectus Supplement for each series of New Bonds will indicate if such series is subject to redemption at the option of the Company prior to maturity. If so, the Prospectus Supplement will include the terms of such redemption, which will be made upon thirty days' notice and in the manner provided in the Mortgage. Any series of New Bonds issued as Remarketed New Bonds will be redeemable annually at the option of the Company at 100% of principal plus accrued interest, and the holder will have an annual right to tender the Remarketed New Bonds at such price, all as described later in this Prospectus under the heading "Additional Provisions Applicable to Remarketed New Bonds - Annual Remarketing Date, Redemption and Tender Provisions." The provisions of this paragraph do not apply to redemptions pursuant to operation of the sinking fund described below. (For applicable provisions of the Mortgage, see Article X, Section 2, and supplemental indenture relating to such series of New Bonds, paragraph number 2.) Sinking Fund Provisions The Prospectus Supplement for each series of New Bonds will indicate if such Bonds are to be redeemable for the Sinking Fund, - 8 - and if so, the date (if any) prior to which no such redemption can be made and the applicable sinking fund redemption price. The Mortgage requires that (1) the Company create a Sinking Fund by payment to the Trustee annually on August 1 a sum equal to 1% of the largest amount of all first refunding mortgage bonds outstanding under the Mortgage ("Bonds") at any time during the preceding twelve months, and (2) the Trustee apply these payments to purchase Bonds (except for Bonds which have provisions excluding them from being purchased for the Sinking Fund) at the lowest obtainable prices. The Trustee may purchase Bonds for the Sinking Fund in the open market or through responses to invitations for sealed proposals, including from the Company, if such purchases are possible at or below the applicable redemption price. If not, the Trustee will acquire Bonds for the Sinking Fund directly through the redemption provisions to which Bonds are subject. The lowest obtainable price cannot exceed the specified sinking fund redemption price or, if none, the applicable regular redemption price. In determining the lowest prices obtainable in the purchase of Bonds for the Sinking Fund and in selecting Bonds for redemption through the Sinking Fund, the Trustee may take into consideration the interest rates, dates of maturity, resultant yields to maturity and any other characteristics deemed relevant by the Trustee. Accordingly, Bonds, including New Bonds, subject to retirement by operation of the Sinking Fund may or may not, in fact, be so retired. The Company is also required to pay to the Trustee accrued interest on Bonds so purchased or redeemed to the dates of purchase or redemption. All Bonds so acquired are to be cancelled and no Bonds are to be issued under the Mortgage in place of them. (For applicable provisions of the Mortgage, see Article X, Section 3, and supplemental indenture relating to such series of New Bonds, paragraph number 2.) Security The New Bonds will be secured, equally and ratably with all other Bonds outstanding at any time under the Mortgage, (A) by a valid and direct first lien on all of the principal properties and franchises now owned or hereafter acquired by the Company subject (i) in the case of Pennsylvania real property, to a prior lien for Pennsylvania local real property taxes for the current year, which are not overdue, and (ii) to minor and unimportant encumbrances which do not materially interfere with the use of the properties by the Company; and (B) by a pledge of 100,000 shares of Class A stock and 100,000 shares of Class B stock of Safe Harbor Water Power Corporation and the common stock of other directly owned subsidiaries of the Company (but not stock of second level subsidiaries, i.e. subsidiaries of subsidiaries). With respect to substantially all of the personal property and fixtures owned by the Company, the lien of the Mortgage has been perfected as a security interest under the Maryland and Pennsylvania Uniform Commercial Codes. - 9 - The Mortgage contains an after-acquired property clause. The lien upon after-acquired property (other than property in Pennsylvania and improvements to property now owned) may not become fully effective until such property is conveyed or delivered to the Trustee. It is the Company's practice when acquiring fee simple property in Maryland (not subject to a purchase money mortgage) to have the conveyance made to itself and the Trustee, and as to all other property, except securities and certain personal property, to record deeds or supplemental indentures from time to time conveying record title to such property to the Trustee. Securities acquired by the Company (except temporary investments intended to be reconverted into cash) are deposited with the Trustee with instruments of transfer in blank upon acquisition. So long as the Company is entitled or permitted to retain possession of the mortgaged property, the lien of the Mortgage ordinarily is not effective upon merchandise or other property acquired or produced for sale in the ordinary course of business, upon cash (other than cash deposited with the Trustee pursuant to certain provisions of the Mortgage) or securities not transferred or delivered to the Trustee, or upon income. (For applicable provisions of the Mortgage, see granting clauses; Article III, Section 2; Article IV, Sections 1 and 3; and Article X, Section 1.) Issue of Additional Bonds Subject to limitations imposed by any applicable law or any supplemental indenture with respect to any existing series, additional Bonds may be issued under the Mortgage as Bonds of any existing series or a new series, in a principal amount equal to: (a) the amount of cash deposited with the Trustee for such purpose (which may thereafter be withdrawn upon the same basis upon which additional Bonds may be issued); (b) 80% of the amount of actual expenditures for Additional Property as defined in the Mortgage (not in excess of the reasonable value of such property), including to a specified extent securities of subsidiaries, made within three years prior to the request for issuance of such Bonds (and also in the case of Additional Property subject to Prior Charges as so defined, additional Bonds may be issued in an amount obtained by deducting the amount of Prior Charges from 80% of the sum of such expenditures and such Prior Charges); (c) the principal or par amounts of Prior Charges acquired, paid or refunded; and (d) the principal amount of Bonds previously authenticated under the Mortgage and paid or retired (except by operation of the Sinking Fund). At March 31, 1996, approximately $762,354,000 principal amount of Bonds was issuable under clause (b) above, and approximately $640,192,000 principal amount of Bonds was issuable under clause (d) above. (For applicable provisions of the Mortgage, see Article I, Sections 3, 5, 6, 7 and 8; and the definitions in Article XIV.) - 10 - Events of Default The Mortgage provides that the following constitute "events of default:" (a) default for 60 days in payment of any interest on any Bonds; (b) default in payment of the principal of any Bonds; (c) default in observance or performance of any other covenant or condition by the Company, and continuance of such default for a period of 60 days after written notice thereof to the Company; or (d) an order for appointment of a receiver of the Company, or of all or any part of the mortgaged property which, in the opinion of the Trustee, is prejudicial to the security of the Bonds or to the interests of the holders of the Bonds, or for the winding up or liquidation of the business and affairs of the Company, or adjudicating the Company a bankrupt, or corporate action taken on the part of the Company for any of the foregoing. The Trustee must give the holders of the Bonds notice of all defaults known to it within 90 days after the occurrence thereof (disregarding any period of grace), unless such defaults shall have been cured, but no such notice shall be given until at least 60 days after the occurrence of a default described in (a) or (c) above; provided that, except in the case of default in the payment of the principal of or interest on the Bonds, or in the payment of any sinking fund installment, the Trustee may withhold such notice so long as it determines that the withholding of such notice is in the interests of the holders of the Bonds. (For applicable provisions of the Mortgage, see Article V, Section 2; Article IX; Article XII; and Article XIII, Section 5.) Enforcement Upon the written request of the holders of not less than a majority in principal amount of the Bonds at the time outstanding, in case of any "event of default," as defined in the Mortgage (see above), it is the duty of the Trustee, upon being offered satisfactory security and indemnity against costs, expenses and liability, to take all needful steps for the protection and enforcement of its rights and the rights of the holders of Bonds and to exercise the powers of entry or sale conferred by the Mortgage, or to take appropriate judicial proceedings by action, suit or otherwise, as the Trustee shall deem most expedient in the interest of the holders of such Bonds. In case of a sale of the mortgaged property, whether under the power of sale or pursuant to judicial proceedings, the principal of all Bonds shall, if not previously due, immediately become due and payable. The holders of sixty-five percent in principal amount of the Bonds outstanding have the right to direct and to control any proceedings for any sale of the mortgaged property, or for the foreclosure of the Mortgage, or for the appointment of a receiver, or any other proceedings under the Mortgage; provided, however, that the Trustee shall have the right to refuse to comply with any direction or order of holders of the Bonds under this provision if in its judgment compliance therewith would be unjustly prejudicial to non-assenting holders. - 11 - (For applicable provisions of the Mortgage, see Article V, Sections 4, 5, 6 and 15.) The Trustee The Trustee is the registrar and paying agent under the Mortgage and will serve as calculation agent for Bonds with floating rates. Annually, the Company is required to furnish the Trustee with a certificate regarding its compliance with certain covenants of the Mortgage and an opinion of counsel regarding the recording and filing of the Mortgage and of each supplemental indenture. (For applicable provisions of the Mortgage, see Article IX; and Article XII, Sections 1 and 9.) Additional Provisions Applicable To Remarketed New Bonds The Company may issue one or more series of New Bonds in the form of Remarketed New Bonds. In the applicable Prospectus Supplement, the Company will designate one or more remarketing agents for the series, each a "Remarketing Agent." Initial Terms The interest rate for a series of Remarketed New Bonds will float. The Prospectus Supplement for any series of Remarketed New Bonds will specify whether the interest rate will be reset daily, weekly, monthly, quarterly, semi-annually or annually. It will set forth the index by which the interest rate will be determined such as LIBOR or Federal Funds Rate; the spread over such index; and the interest payment dates. Annual Remarketing Date, Redemption and Tender Provisions The applicable Prospectus Supplement will specify an annual remarketing date for each series of Remarketed New Bonds. Pursuant to terms described in the Prospectus Supplement, the Remarketing Agent, prior to the annual remarketing date, will determine the applicable interest rate period, index, and spread, and the Remarketing Agent will provide recordholders with this information. The recordholders may do nothing, in which case they will continue to hold the Remarketed New Bonds, or may tender all or a portion of their Remarketed New Bonds. If the Remarketed New Bonds are tendered, the recordholders will receive principal plus accrued interest. The Remarketing Agent will attempt on a best efforts basis to remarket the tendered Remarketed New Bonds at a price of 100% of the principal amount and may, at its option purchase any tendered Remarketed New Bonds at such price; and, the Company will repurchase and retire on the annual remarketing date any remaining unsold tendered Remarketed New Bonds at a price of 100% of the principal amount, plus accrued interest. Remarketed New Bonds are subject to the sinking fund provisions described in this Prospectus. Remarketed New Bonds - 12 - also are subject to redemption at the Company's option on any annual remarketing date at 100% of principal together with accrued interest. PLAN OF DISTRIBUTION The Company may sell any series of the New Bonds in any of the following ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. The Prospectus Supplement with respect to the series of New Bonds being offered thereby will set forth the terms of the offering of such New Bonds, including the name or names of any underwriters, the purchase price of such New Bonds and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which such New Bonds may be listed. Only underwriters named in a Prospectus Supplement are deemed to be underwriters in connection with the New Bonds offered thereby. If underwriters are used in the sale of a series of New Bonds, such Bonds will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The New Bonds may be either offered to the public through underwriting syndicates (any such syndicate may be represented by managing underwriters which may be designated by the Company), or directly by one or more underwriters acting alone. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the New Bonds of the series offered thereby will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such New Bonds if any are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. New Bonds may be sold directly by the Company or through agents designated by the Company from time to time. The Prospectus Supplement with respect to any series of New Bonds sold in this manner will set forth the name of any agent involved in the offer or sale of such series of New Bonds as well as any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If dealers are utilized in the sale of any series of New Bonds, the Company will sell such New Bonds to the dealers, as principal. Any dealer may then resell such New Bonds to the public at varying prices to be determined by such dealer at the time of resale. The name of any dealer and the terms of the transaction will be set forth in the Prospectus Supplement with respect to such New Bonds being offered thereby. - 13 - It has not been determined whether any series of the New Bonds will be listed on a securities exchange. Underwriters will not be obligated to make a market in any series of New Bonds. The Company can not predict the activity of trading in, or liquidity of, any series of the New Bonds. Agents, underwriters and dealers may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the agents, underwriters or dealers may be required to make in respect thereof. Agents, underwriters and dealers may be customers of, engage in transactions with, or perform services for the Company in the ordinary course of business. LEGAL OPINIONS Certain legal matters in connection with the New Bonds will be passed upon for the Company by David A. Brune, Esq., General Counsel of the Company or Susan Wolf, Esq., Associate General Counsel of the Company, and for the underwriters by Cahill Gordon & Reindel (a partnership including a professional corporation), New York, N.Y. Cahill Gordon & Reindel will not pass upon the incorporation of the Company, titles to properties of the Company or the lien of the Mortgage. Cahill Gordon & Reindel will rely upon the opinion of Mr. Brune or Miss Wolf as to matters of Maryland law and applicability of the Public Utility Holding Company Act of 1935. EXPERTS The consolidated balance sheets and statements of capitalization as of December 31, 1995 and 1994 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, 1995, and the consolidated financial statement schedules listed in Item 14(a)(1) and (2) of the 1995 Form 10-K incorporated by reference in this Prospectus from the 1995 Form 10-K have been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. - 14 - No dealer, salesman, or any other person has been authorized to give any information or to make any representations other than those contained in this Prospectus including any prospectus supplement in connection with the offer contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or any underwriter, dealer, or agent. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. _______________________ TABLE OF CONTENTS Prospectus Page Available Information 2 Incorporation of Certain Documents by Reference 2 The Company 3 Use of Proceeds 3 Ratio of Earnings to Fixed Charges 4 Description of New Bonds 4 Plan of Distribution 13 Legal Opinions 14 Experts 14 $125,000,000 [Company logo goes here] First Refunding Mortgage Bonds PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Securities and Exchange Commission Registration Fee .$ 78,125 Maryland Recordation Tax ............................ 270,000* Prince George's County Transfer Tax ................. 29,000* Services of Independent Accountants ................. 35,000* Trustee's Fees and Expenses ......................... 70,000* Printing Expenses, including Bonds .................. 60,000* Bond Rating Fees .................................... 140,000* Blue Sky and Legal Fees and Expenses ................ 50,000* Miscellaneous Expenses .............................. 47,875* Total .............................................. $780,000* _____________ *Estimated (total amount based on the original $250 million registration of New Bonds) Item 15. 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. 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 II-1 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. 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 Company'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." II-2 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. Also, see indemnification provisions in the Form of Purchase Agreement, including Form of Standard Purchase Provisions filed as Exhibit 1(a) to this Post-Effective Amendment. Item 16. Exhibits. Reference is made to the Exhibit Index filed as a part of this Post-Effective Amendment No. 3 to the Registration Statement. Item 17. 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act II-3 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. (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 provisions described under Item 15 above, 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 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-4 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-3 and has duly caused this Post-Effective Amendment No. 3 to Registration Statement No. 33- 50331 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 14th day of June, 1996. 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 Post-Effective Amendment No. 3 to Registration Statement No. 33-50331 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 June 14, 1996 Board and Director Principal financial and accounting officer: /s/ C. W. Shivery _____________________ Vice President June 14, 1996 C. W. Shivery Directors: *H. Furlong Baldwin *Beverly B. Byron *J. Owen Cole *Dan A. Colussy *E. A. Crooke *Jerome W. Geckle Directors June 14, 1996 *G. V. McGowan *George L. Russell, Jr. *Michael D. Sullivan /s/ C. W. Shivery *By: __________________________________ C. W. Shivery, Attorney-in-Fact II-5 -----END PRIVACY-ENHANCED MESSAGE-----