-----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, ObkpC7aBHdB1bvuqXvLixlPVxYFwElzGaEhI40mgFJdL2Bg+EeRipCbZl4+P7iFv a3vQhKAy7uP7QZ/n3+rRVA== 0000009466-97-000012.txt : 19970305 0000009466-97-000012.hdr.sgml : 19970305 ACCESSION NUMBER: 0000009466-97-000012 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970304 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-22697 FILM NUMBER: 97549922 BUSINESS ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 S-3 1 PROSPECTUS Registration No. 333 ================================================================================ SECURITIES AND EXCHANGE COMMISSION 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 (State of Incorporation) 52-0280210 (I.R.S. Employer Identification No.) D. A. Brune, Vice President 39 W. Lexington Street, Baltimore, Maryland 21201 (410) 234-5685 (Address, including Zip Code, and Telephone Number, including Area Code of Registrant's Principal Executive Offices and Agent for Service) Approximate date of commencement of proposed sale to the public: After the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ X ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of each maximum maximum class of offering aggregate Amount of securities to Amount to price offering registration be registered be registered per unit* price* fee - -------------------------------------------------------------------------------- Common Stock 114,965 Shares $27 3/8 $3,147,167 $954 (without par 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 February 27,1997, as reported in The Wall Street Journal pursuant to Rule 457 (c). The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ PROSPECTUS 114,965 SHARES COMMON STOCK (WITHOUT PAR VALUE) [GRAPHIC OMITTED] Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 (410) 234-5000 ------------------------------------------------------- 114,965 Shares Baltimore Gas and Electric Company Our Common Stock is listed on the New York, Midwest and Pacific Stock Exchanges under the symbol "BGE". The reported last sale price of the Common Stock on the New York Stock Exchange on February 27, 1997, was $27 1/8 per share. ---------------- These shares of Common Stock are being sold by W. H. Munn, the selling shareholder. The Company will not receive any part of the proceeds from the sale. ----------------- The shares have not been approved by the SEC or any state securities commission, nor have these organizations determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is March _____,1997 WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from our web site at www.bge.com or at the SEC's web site at http://www.sec.gov. The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the selling shareholder sells all the shares. This prospectus is part of a registration statement we filed with the SEC (Registration No. ____). - - Annual Report on Form 10-K for the year ended December 31, 1995; - - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996; - - Registration Statement on Form S-4 of Constellation Energy Corporation, as amended, effective February 9, 1996 (Registration No. 33-64799). This filing describes our proposed merger with Potomac Electric Power Company; - - Current Reports on Form 8-K dated December 30, 1996 and February 26, 1997; and You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Shareholder Services Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 410-783-5920 You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. The selling shareholder will not make an offer of these shares in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. ABOUT BGE BGE is a public utility that has served the central Maryland area for over 175 years. We produce, purchase and sell electricity and purchase, transport and sell natural gas. We also jointly own and operate two electric generating plants and one hydroelectric plant in Pennsylvania. We also have several wholly owned subsidiaries: - - Constellation Holdings and its subsidiaries are engaged in power generation, financial investments, and real estate projects (including senior living facilities); - - BGE Corp. and its subsidiaries are involved in energy marketing, including power trading, natural gas brokering and energy services; and 2 - - BGE Home Products and Services and its subsidiaries sell, service and install appliances and heating and cooling systems to residential and commercial customers, and offer kitchen remodeling and plumbing services. In addition, we own a majority interest in a general partnership that provides district heating and chilled water systems to commercial and government customers. BGE and Potomac Electric Power Company (PEPCO) have agreed to merge to form Constellation Energy Corporation. PEPCO is a neighboring electric utility serving Washington, D.C. and major portions of Montgomery and Prince George's Counties in Maryland. It is currently anticipated that the merger will be completed in 1997. The reasons for the merger and other information about it are discussed in more detail in the registration statement on Form S-4. See the section titled Where You Can Find More Information. USE OF PROCEEDS The Company will not receive any proceeds from the sale of shares of Common Stock by the selling shareholder. SELLING SHAREHOLDER As of January 31, 1997, the selling shareholder owned 115,138 shares of BGE, of which 114,965 shares are being offered pursuant to this prospectus. Before and after the offering, he will own less than 1% of the outstanding BGE common stock. Since January 1, 1995, he has been President, Chief Executive Officer and a Director of two BGE subsidiaries -- BGE Home Products & Services, Inc. and Maryland Environmental Services, Inc. He is not an executive officer of BGE. DESCRIPTION OF COMMON STOCK The following statements are brief summaries of certain provisions of the Company's charter, as amended, supplemented and restated (incorporated by reference as an Exhibit to the Registration Statement), and are qualified in their entirety by reference to such charter. Dividend Rights The Common Stock (without par value) is entitled to dividends when and as declared by the Board of Directors. There are no limitations in any indenture or other agreements on payment of dividends; provided, however, that holders of preferred and preference stock are entitled to receive, before any dividend on the Common Stock shall be paid or set apart, (i) when and as declared, cumulative yearly dividends at the fixed preferential rate specified for each series, payable quarterly; and (ii) when due, the applicable preference stock redemption payments. Voting Rights Holders of Common Stock are entitled to one vote for each share on all matters on which shareholders are entitled to vote. The holders of Common Stock have the sole voting power except that: (a) the affirmative vote of two-thirds of all outstanding preferred stock (voting as one class, with each share having four votes per share) is required for any charter amendment (except amendments relating to certain classifications of preferred stock and the extent to which the preferred and preference stock participate in dividends or distributions), any consolidation with any other corporation, any sale, lease or exchange of all of the assets of the Company, or any dissolution of the Company; 3 (b) if the Company fails to pay full dividends on the preferred stock for one year or more, the preferred stock will have four votes per share with respect to all matters until such time as all such dividends have been paid in full; (c) the affirmative vote of two-thirds of all outstanding preference stock (voting as one class, with each share having one vote per share) is required for any charter amendment which would create or authorize any shares of stock ranking prior to or on a parity with the preference stock as to dividends or as to distribution of assets, or which would substantially adversely affect the contract rights, as expressly set forth in the charter, of the holders of the preference stock; and (d) if the Company fails to pay full dividends on the preference stock for one year or more, the preference stock will have one vote per share with respect to all matters until such time as all such dividends have been paid in full. Liquidation Rights Upon any liquidation, dissolution or winding-up of the Company, the holders of the preferred and preference stock are entitled to receive $100 per share plus accrued dividends to the date of payment, before any amounts or remaining assets shall be paid or distributed to the holders of the Common Stock. General The shares of Common Stock offered hereby will, upon issuance thereof, be legally issued, fully paid and nonassessable. The Common Stock has no conversion or preemptive rights and there are no redemption or sinking fund provisions applicable thereto. Certain Pennsylvania Tax Matters The Common Stock is exempt from all existing personal property taxes in Pennsylvania. PLAN OF DISTRIBUTION The selling shareholder may sell the shares in one or more transactions on the New York, Chicago and Pacific Stock Exchanges, in special offerings, exchange distributions, secondary distributions, negotiated transactions, or a combination of such. He may sell at market prices at the time of sale, at prices related to the market price or at negotiated prices. BGE is indemnifying the selling shareholder against certain liabilities, including liabilities under the Securities Act of 1933, as amended. LEGAL OPINION One of our BGE lawyers will issue an opinion about the legality of the shares for us and for the selling shareholder. EXPERTS Coopers & Lybrand, L.L.P., independent accountants, audited our annual financial statements and schedules incorporated by reference in this prospectus and elsewhere in the registration statement. These documents are incorporated by reference herein in reliance upon the authority of Coopers & Lybrand as experts in accounting and auditing in giving the report. 4 ================================================================================ No one (including any salesman or broker) is authorized to provide oral or written information about this offering that is not included in this Prospectus. - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Where You Can Find More Information............................2 About BGE......................................................2 Use of Proceeds................................................3 Selling Shareholder............................................3 Description of Common Stock..............................................3 Plan of Distribution...........................................4 Legal Opinion..................................................4 Experts........................................................4 ================================================================================ ================================================================================ [GRAPHIC OMITTED] 114,965 Shares COMMON STOCK (without par value) ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Securities and Exchange Commission Registration Fee $ 954 Services of Independent Accountants 6,000 Printing Expenses 500 Miscellaneous Expenses 546 Total $ 8,000 ___________ * Estimated 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. The following summary is qualified in its entirety by that 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 matter giving rise to 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 II-1 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 BGE's By-Laws reads as follows: "Each person made or threatened to be made 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 BGE 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 BGE. Item 16. Exhibits. See the Exhibit Index filed as a part of this Registration Statement. Item 17. Undertakings. (a) BGE 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; (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. II-3 (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) BGE 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 BGE's Directors, officers and controlling persons 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland on the 4th day of March, 1997. BALTIMORE GAS AND ELECTRIC COMPANY (Registrant) By: /s/ D. A. Brune D. A. Brune, 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 Board March 4,1997 Chief Executive Officer and Director Principal financial and accounting officer: /s/ D. A. Brune Vice President and March 4,1997 D. A. Brune Secretary Directors: * H. Furlong Baldwin * Beverly B. Byron * J. Owen Cole * Dan A. Colussy * E. A. Crooke * James R. Curtiss Directors March 4,1997 * Jerome W. Geckle * Freeman A. Hrabowski III * Nancy Lampton * George V. McGowan * George L. Russell, Jr. * Michael D. Sullivan *By: /s/ C. W. Shivery C. W. Shivery, Attorney-in-Fact II-5 EXHIBIT INDEX Exhibit Number 3* - Charter of Baltimore Gas and Electric Company, restated as of August 16, 1996. (Designated as as Exhibit No. 3 in Form 10-Q dated November 14, 1996, File No. 1-1910.) 5 - Opinion of Susan Wolf, Esq., Associate General Counsel of the Company. 23(a) - Consent of Susan Wolf, Esq., Associate General Counsel of the Company [included in Exhibit 5]. 23(b) - Consent of Coopers & Lybrand, Independent Certified Public Accountants. 24 - Power of Attorney 99(a)* - 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 year ended December 31, 1987, File No. 1-1910.) 99(b) - Form of Indemnification Agreement. __________________ * Incorporated by reference II-6 EX-5 2 LEGAL OPINION Exhibit 5 Susan Wolf Associate General Counsel (410 234-5628 March 4, 1997 Baltimore Gas and Electric Company Gas and Electric Building P.O. Box 1475 Baltimore, Maryland 21203-1475 William H. Munn BGE Home Products & Services, Inc. 7161 Columbia Gateway Drive Columbia, Maryland 21046 Gentlemen: This opinion is provided in connection with the Registration Statement on Form S-3 (the "S-3") being filed by Baltimore Gas and Electric Company ("BGE") with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended. The S-3 covers the proposed resale by William H. Munn, the selling shareholder of shares of Common Stock without par value (the "Shares"). I am Associate General Counsel - Corporate of BGE and head of the Corporate Unit of its Legal Department. I am generally familiar with BGE's corporate history, properties, operations, Charter and the issuance of its securities. In connection with this opinion I, together with the General Counsel and the attorneys we supervise, have considered, among other things (1) BGE's Charter; (2) BGE's By-Laws; (3) the corporate proceedings for authorization to file the S-3; (4) the S-3 (including all exhibits to it); and (5) all other documents, transactions, and matters of law as we deemed necessary in order to render this opinion. Baltimore Gas and Electric Company William H. Munn March 4, 1997 Page 2 I am of the opinion that the Shares constitutes 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 conflict of laws) 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 S-3 and to the references to me in the S-3 or the prospectus constituting a part of the S-3. Very truly yours, EX-23 3 AUDITOR'S CONSENT Exhibit 23(b) CONSENT OF COOPERS & LYBRAND We consent to the incorporation by reference in this Registration Statement on Form S-3 covering 114,965 shares of Baltimore Gas and Electric Company Common Stock (without par value)(the "Registration Statement") of our reports, dated January 19, 1996, on our audits of the consolidated financial statements and financial statement schedule included on Form 10-K, and our audits of the consolidated financial statements included on Form 8-K (dated February 5, 1996) of Baltimore Gas and Electric Company and Subsidiaries, as of December 31, 1995 and 1994 and for the three years ended December 31, 1995, which is included in the Registration Statement on Form S-4 of Constellation Energy Corporation. We also consent to the reference to our firm under the caption "Experts" in this Registration Statement. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Baltimore, Maryland March 3, 1997 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 ("BGE") hereby constitute and appoint C. H. Poindexter, E. A. Crooke and C. W. Shivery and each of them their true and lawful attorneys and agents to do any and all acts and things and to execute, in their name 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 not exceeding 114,965 shares of Common Stock (without par value)of BGE, to be sold by the Selling Shareholder named in the registration statement covering the shares all as authorized by Resolutions adopted by the Board of Directors of Baltimore Gas and Electric Company at a meeting held February 21, 1997 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 to 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 thereto; 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 21st day of February, 1997. Signature Principal Executive Officer /s/ C. H. Poindexter and Director C. H. Poindexter Chairman of the Board, Chief Executive Officer and Director Principal Financial and /s/ C. W. Shivery Accounting Officer C. W. Shivery Vice President Exhibit 24 Page 2 of 2 Power of Attorney in connection with the registering of not exceeding 114,965 shares of Common Stock for sale by the Selling Shareholder. Directors /s/ Nancy Lamptom /S/ Beverly B. Byron /s/ James R. Curtiss /s/ E. A. Crooke /s/ Michael D. Sullivan /s/ George L. Russell, Jr. /s/ Jerome W. Geckle /s/ J. Owen Cole /s/ Freeman A. Hrabowski /s/ H. Furlong Baldwin /s/ Dan A. Colussy /s/ George V. McGowen Dated: February 21, 1997 EX-99 5 INDEMNIFICATION Exhibit 99(b) FORM OF INDEMNIFICATION AGREEMENT As you know, you received 114,965 shares of the common stock of Baltimore Gas and Electric ("BGE") on December 30, 1994. So that you may freely sell such shares, BGE plans to register such shares for you on a registration statement on Form S-3 (the "S- 3") which it will file with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). BGE will indemnify and hold you harmless against any losses, claims, damages or liabilities, joint or several, to which you may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the S- 3, any prospectus contained in the S-3 at the time it became effective, or any amendment or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except for information in the section of the Prospectus titled "Selling Shareholder." BGE will reimburse you for any legal or other expenses reasonably incurred by you in connection with investigating or defending any such loss, claim, damage, liability or act covered by this indemnification. Promptly after your receipt of notice of the commencement of any action, you hereby agree, if you are to make a claim against BGE under this Indemnification Agreement, to notify BGE of the commencement thereof. In consideration of BGE's registration of the shares on your behalf and its indemnification of you pursuant to this Indemnification Agreement, you hereby agree to promptly notify BGE in writing any time you intend to sell, transfer, pledge, assign or hypothecate the shares. BALTIMORE GAS AND ELECTRIC COMPANY By: _____________________________ Vice President Agreed to as of _________________, 1997 ____________________________ William H. Munn -----END PRIVACY-ENHANCED MESSAGE-----