-----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, GefF+wVIcRT2BJBxnupRC0oF36LV9pg3wI/UPelCdwjZ8Y0uMtlN+jNlfax/QRQM Gdnr/v4tfLjHj6uURtY6nQ== 0000009466-97-000009.txt : 19970227 0000009466-97-000009.hdr.sgml : 19970227 ACCESSION NUMBER: 0000009466-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970226 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970226 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01910 FILM NUMBER: 97543634 BUSINESS ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 8-K 1 CURRENT REPORT 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): February 26, 1997 BALTIMORE GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) Maryland 1-1910 52-0280210 (State of incorporation) (Commission (IRS Employer File Number) Identification No.) 39 W. Lexington Street Baltimore, Maryland 21201 (Address of principal executive offices) (Zip Code) 410-783-5920 (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 - --------------------- New Power Marketing Business - ---------------------------- We are entering the power marketing business. This new business involves o the purchase and sale of electric power and electric power derivatives; and o related activities including power brokering, marketing, risk management activities and derivative trading. We will pursue this business through a new wholly owned subsidiary, Constellation Power Source, Inc. Goldman Sachs Power, LLC, an affiliate of Goldman Sachs & Co., the investment banking firm, will be exclusive advisor to Constellation Power Source, Inc. for risk management and power marketing. We have previously discussed our ongoing evaluation of the rapid changes in the electric utility industry. We consider various strategies to keep us competitive as the industry changes. We concluded that entering the new power marketing component of the electric industry was critical to keeping BGE well positioned as the industry changes. Specifically we believe this new business will o allow us to offer additional power products and services through the BGE family of companies, o provide us valuable contacts with potential new customers in North America, and o position us to expand revenues from our diversified businesses. Capital to be Contributed - ------------------------- Our Board approved a $100 million capital investment in Constellation Power Source. This capital will be contributed from our retained earnings from time to time, as needed. Reorganization of Existing Energy Marketing Companies - ----------------------------------------------------- We also are reorganizing our other energy marketing businesses. We have formed a new wholly owned subsidiary under BGE that will serve as the holding company for Constellation Power Source and our two other energy marketing companies o Constellation Energy Source, Inc. (formerly named BNG,Inc.), a natural gas brokering company with wholesale and retail customers, and o BGE Energy Projects & Services, Inc., an energy services business including district heating and cooling systems, private electric and gas distribution systems, energy consulting, power quality, and campus energy systems. This new holding company structure for our energy marketing companies will remain in place under Constellation Energy Corporation after BGE and Potomac Electric Power Company complete their pending merger into Constellation Energy Corporation. Changes in BGE Executive Officers - --------------------------------- We also are transferring a number of employees to Constellation Energy Source, Inc., including one current executive officer. Charles W. Shivery was elected to President and Chief Executive Officer of three companies o Constellation Power Source, o Constellation Energy Source, and o our new holding company for our energy marketing businesses. 2 Management of BGE Energy Projects & Services, Inc. also will report to Mr. Shivery. Mr. Shivery served as BGE's Vice President - Finance & Accounting, Chief Financial Officer and Corporate Secretary since 1993. Mr. Shivery will continue to participate in BGE executive activities and is considered an executive officer of BGE in his new role. David A. Brune was elected to replace Mr. Shivery as Vice President - Finance & Accounting, Chief Financial Officer and Corporate Secretary. Mr. Brune, 56, has served as BGE's General Counsel since 1984. 3 ITEM 7. Financial Statements and Exhibits - ----------------------------------------- (c) Exhibit No. 99 News Release of Baltimore Gas and Electric Company dated February 25, 1997. 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. BALTIMORE GAS AND ELECTRIC COMPANY (Registrant) Date February 26, 1997 /s/ D. A Brune D. A. Brune, Vice President on behalf of the Registrant and as Principal Financial Officer 4 EX-99 2 NEWS RELEASE DATED FEBRUARY 25, 1997 [Baltimore Gas and Electric Company Letterhead] February 25, 1997 FOR IMMEDIATE RELEASE Contacts: Art Slusark, Baltimore Gas and Electric 410) 234-7436 Maria R. Gonzalez, Ogilvy Adams & Rinehart (410) 234-7433 Press Office, Goldman, Sachs & Co. (212) 902-5400 BGE TO CREATE NEW POWER MARKETING SUBSIDIARY IN STRATEGIC MOVE TO EXPAND ENERGY BUSINESSES Charles Shivery Named CEO Goldman Sachs Power Named Exclusive Advisor BALTIMORE, MARYLAND, February 25, 1997 -- Baltimore Gas and Electric Company (NYSE: BGE) announced today the formation of a power marketing subsidiary to be headquartered in Baltimore, Maryland. In conjunction with this announcement, BGE announced that Goldman Sachs, through its affiliate Goldman Sachs Power, has agreed to be the exclusive advisor to the new entity for risk management and power marketing. The creation of the power marketing subsidiary is a strategic move to expand BGE's diversified energy businesses and position it for the new, competitive environment. BGE's Board of Directors approved a capital investment of $100 million for the new power marketing subsidiary. (more) 1 The new company, which has been named Constellation Power Source, Inc., will be a wholly-owned subsidiary of BGE. Constellation Power Source will sell power products to wholesale customers nationwide. It will provide energy to customers to meet short-term or long-term demand, and offer a wide array of customer-oriented products, including risk management for electricity and related fuels. Commenting on the announcement, Christian H. Poindexter, Chairman of the Board and Chief Executive Officer of BGE, said, "This is a home run. We've made a significant financial commitment to Constellation Power Source, created a strong and well-respected management team, and tapped the finest risk management expertise in the world." Mr. Poindexter continued, "The formation of Constellation Power Source and the exclusive advisory relationship with Goldman Sachs Power will enable us to leverage our 180 years of experience in managing, distributing, marketing, and selling energy products, and to benefit from the unparalleled risk management expertise of Goldman Sachs." Charles W. Shivery has been named Chief Executive Officer of the new company. Previously, Mr. Shivery was Vice President, Finance & Accounting, Chief Financial Officer, and Secretary of BGE. Mr. Shivery said, "BGE's new power marketing company combines the strengths of the oldest utility company in the U.S. with one of the premier international investment banks. This move will enable BGE to compete on a national scale and to play to its strengths in a competitive energy environment." Constellation Power Source will be headquartered in Baltimore and will comprise approximately 50 personnel, which includes a significant number of professionals from Goldman Sachs Power who will provide services to the new company. (more) 2 "The decision to locate a leading-edge company like Constellation Power Source in Baltimore is a reflection of our continuing efforts to strengthen Maryland's business climate," said Maryland Governor Parris N. Glendening. "BGE has always been a premier corporate citizen and we applaud its decision." Founded in 1816, BGE is the nation's first gas utility and one of its earliest electric utilities, with a tradition of superior, low-cost service and reliability. With assets of more than $8 billion, BGE serves more than one million business and residential electric customers and 550,000 gas customers in the 2,300 square-mile area encompassing Baltimore City and all or part of 10 Central Maryland counties. As announced on September 25, 1995, BGE and PEPCO plan to merge to create a new regional energy company called Constellation Energy Corporation. The merger is the largest combination of two electric utility companies and will create one of the 10 largest electric utility companies in the U.S., serving a population of 4.5 million, with 1.8 million electric customers and over 550,000 gas customers. Constellation Energy will have assets exceeding $15 billion and annual revenues of approximately $5 billion. Upon completion of the merger, Constellation Power Source will become a subsidiary of Constellation Energy, as will all other subsidiaries of BGE and PEPCO. - ### - 3 -----END PRIVACY-ENHANCED MESSAGE-----