-----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, JqMh/gowj2+YZ5/+X3c8dAHnckBWiEaQu/eCroqdIrdleKhFbtfMuhNk3M8Fh/BH uSH7ZrFEe5SrVEmwCBYo+A== 0000009466-97-000067.txt : 19971224 0000009466-97-000067.hdr.sgml : 19971224 ACCESSION NUMBER: 0000009466-97-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971223 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: SEC FILE NUMBER: 001-01910 FILM NUMBER: 97742899 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 UNITED STATES 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): December 23, 1997 (December 19, 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 - --------------------- As previously disclosed, in September 1995 we agreed with a neighboring utility, Potomac Electric Power Company, to merge together into a new company, Constellation Energy Corporation, after all necessary regulatory approvals were received. On December 22, 1997, both companies announced they were terminating the merger agreement. Please refer to the press release that is attached to this Report on Form 8-K as Exhibit 99 for details about the decision to terminate the merger agreement. The Termination Agreement, dated December 19, 1997, is also attached to this report as Exhibit 2(a). ITEM 7. Financial Statements and Exhibits - ----------------------------------------- (c) Exhibit No. 2* Registration Statement on Form S-4 of Constellation Energy Corporation, as amended, which became effective February 9, 1996, Registration No. 33-64799. Exhibit No. 2(a) Termination Agreement by and among Baltimore Gas and Electric Company, Potomac Electric Power Company, and Constellation Energy Corporation dated December 19, 1997. Exhibit No. 99 News Release of Baltimore Gas and Electric Company and Potomac Electric Power Company dated December 22, 1997. *Incorporated by Reference. 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 December 23, 1997 /s/ D. A. Brune ------------------- ----------------------------- D. A. Brune, Vice President on behalf of the Registrant and as Principal Financial Officer 2 EXHIBIT INDEX Exhibit Number ------ 2* Registration Statement on Form S-4 of Constellation Energy Corporation, as amended, which became effective February 9, 1996, Registration No. 33-64799. 2(a) Termination Agreement by and among Baltimore Gas and Electric Company, Potomac Electric Power Company, and Constellation Energy Corporation dated December 19, 1997. 99 News Release of Baltimore Gas and Electric Company and Potomac Electric Power Company dated December 22, 1997. *Incorporated by Reference. 3 EX-2 2 TERMINATION AGREEMENT EXHIBIT 2(a) ------------ TERMINATION AGREEMENT TERMINATION AGREEMENT by and among BALTIMORE GAS AND ELECTRIC COMPANY, a corporation formed under the laws of the state of Maryland ("BGE"), POTOMAC ELECTRIC POWER COMPANY, a corporation formed under the laws of the District of Columbia and the Commonwealth of Virginia ("Pepco"), and CONSTELLATION ENERGY CORPORATION (formerly RH Acquisition Corp.), a corporation formed under the laws of the State of Maryland and the Commonwealth of Virginia, 50% of whose outstanding capital stock is owned by BGE and 50% of whose outstanding capital stock is owned by Pepco (the "Company," and together with BGE and Pepco, the "Parties"). WHEREAS, the Parties are parties to that certain Agreement and Plan of Merger, dated as of September 22, 1995 (the "Merger Agreement"); and WHEREAS, the Parties have been authorized by their respective boards of directors to terminate the Merger Agreement and the transactions contemplated thereby. NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows: Pursuant to and in accordance with the provisions of Section 9.1(a) of the Merger Agreement, the Merger Agreement and the transactions contemplated thereby are terminated effective as of the date hereof and each of the Parties shall take such action as is reasonably necessary to effect such termination, including, but not limited to, withdrawing or otherwise concluding all pending regulatory proceedings pertaining to the proposed transactions and dissolving the Company. This Termination Agreement shall be governed and construed in accordance with the laws of the State of Maryland applicable to contracts executed in and to be fully performed in such State, without giving effect to its conflicts of laws, statutes, rules or principles. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. IN WITNESS WHEREOF BGE, Pepco and the Company have caused this agreement to be executed by their respective officers thereunto duly authorized as of this 19th day of December, 1997. BALTIMORE GAS AND ELECTRIC COMPANY By: /s/C. H. Poindexter Name: C. H. Poindexter Title: Chairman and Chief Executive Officer POTOMAC ELECTRIC POWER COMPANY By: /s/John M. Derrick, Jr. Name: John M. Derrick, Jr. Title: President and Chief Executive Officer CONSTELLATION ENERGY CORPORATION By: /s/David A. Brune Name: David A. Brune Title: Vice-President 1 EX-99 3 NEWS RELEASE EHHIBIT 99 ---------- [BGE and Pepco Letterhead] NEWS RELEASE December 22, 1997 Contact: Art Slusark (BGE) 410-234-7433 For Immediate Release Nancy Moses (PEPCO) 202-872-2680 BGE AND PEPCO ANNOUNCE CANCELLATION OF PROPOSED MERGER ------------------------------------------------------ Today Baltimore Gas and Electric Company (BGE) and Potomac Electric Power Company (Pepco) announced they have decided to cancel their proposed merger to create one of the nation's ten largest utilities, Constellation Energy Corporation. A $15 billion electric and gas company, Constellation Energy would have served the needs of nearly 2 million energy customers in the combined Baltimore-Washington area. In a joint statement, BGE's Chairman and Chief Executive Officer Christian H. Poindexter and Pepco's President and Chief Executive Officer John M. Derrick, Jr., expressed their deep disappointment in having to terminate the merger agreement, which was signed September 22, 1995. As proposed, Constellation Energy would have been a strong, successful competitor in the emerging energy market," said the two CEOs. "The benefits of such a company to the Baltimore-Washington region cannot be overstated in terms of lower 1 costs, innovative products and services, proactive economic development, and continued commitment to the community." Poindexter explained that although BGE and Pepco had been successful in securing the regulatory approvals needed to merge, "the orders issued by both the Maryland and District of Columbia Public Service Commissions contain financial conditions that make it impossible for the two companies' investors to share in the benefits of the proposed merger." BGE and Pepco's proposed regulatory plan called for an equal sharing of the savings between customers and shareholders. Both the Maryland and D.C. PSC orders returned more than the estimated total merger savings to customers. "We have tried unsuccessfully to obtain reconsideration of these conditions," said Derrick and Poindexter, "but now conclude that a favorable outcome cannot be expected within a reasonable period, if at all." "BGE and Pepco shareholders overwhelmingly supported the proposed merger because it appeared to be a fair deal for everyone involved," added Poindexter. "To sacrifice shareholders' interests by proceeding with the merger under detrimental financial terms and conditions would represent a major breach of faith." Poindexter and Derrick also cited efforts underway in Maryland to restructure the electric industry as a contributing factor in their decision to end the merger at this time. "The Maryland Public Service Commission and the Maryland legislature are working toward reshaping the state's electric industry to allow for full customer choice in the near future. BGE and Pepco must commit their full attention to addressing the many complex 2 and controversial aspects of restructuring because it is imperative that Maryland gets electric industry restructuring right the first time." Both Derrick and Poindexter emphasized that the two companies will continue to work closely together to ensure the region's successful transition to a competitive energy market. The companies have spent approximately $100 million to date on the merger, including various computer system modifications. These costs were to be shared equally, and the merger costs will be written off by Pepco and BGE in 1997. The companies will take appropriate steps to terminate regulatory and court proceedings shortly. Both CEOs said that it is a testimony to the caliber of employees at BGE and Pepco that, despite recent frustrating events, the merger ends with mutual respect and positive regard. "We came together in a spirit of partnership and cooperation," said Poindexter and Derrick. "Both companies acted with integrity and put the best interests of Constellation Energy before those of the individual companies. We can't thank our employees enough for the hard work and excitement they contributed to this effort. Despite the outcome, it has provided a valuable learning experience for all of us, both personally and professionally." - ### - 3 -----END PRIVACY-ENHANCED MESSAGE-----