-----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, EuZOma3cFfkSZVgcMlBAMdjzvr4YFwAfY72aN+JUu5V8ucixflvfmMcFeaON2qyx d2O4l9KQoY8VYV7aLYeVIg== 0000009466-98-000036.txt : 19980619 0000009466-98-000036.hdr.sgml : 19980619 ACCESSION NUMBER: 0000009466-98-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 ITEM INFORMATION: FILED AS OF DATE: 19980615 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALTIMORE GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000009466 STANDARD INDUSTRIAL CLASSIFICATION: 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: 98648571 BUSINESS ADDRESS: STREET 1: 39 W LEXINGTON ST STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BGE CAPITAL TRUST I CENTRAL INDEX KEY: 0001063416 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-53767-01 FILM NUMBER: 98648572 BUSINESS ADDRESS: STREET 1: C/O BALTIMORE GAS & ELECTRIC CO STREET 2: PO BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 BUSINESS PHONE: 4102345575 MAIL ADDRESS: STREET 1: C/O BALTIMORE GAS & ELECTRIC CO STREET 2: PO BOX 1475 CITY: BALTIMORE STATE: MD ZIP: 21203 8-K 1 FORM 8-K 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): June 15, 1998 BGE CAPITAL TRUST I (Exact name of registrant as specified in its charter) Delaware Applied for ---------------------------------------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) 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 registrants' principal executive offices) (Zip Code) 410-234-5511 (Registrants' telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events Baltimore Gas and Electric Company (BGE) and BGE Capital Trust I (Trust) hereby file the following exhibit in connection with the offering by the Trust of 10,000,000 7.16% Trust Originated Preferred Securities pursuant to the registration statement of the Trust and BGE (File No. 333-53767-01 and 333-53767) filed with the Securities and Exchange Commission under the Securities Act of 1933. 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 June 15, 1998 /s/ David A. Brune -------------------------------- David A. Brune, Vice President on behalf of the Registrant and as Principal Financial Officer 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. BGE CAPITAL TRUST I (Registrant) Date June 15, 1998 /s/ David A. Brune ------------------------------------- David A. Brune, Administrative Trustee -2- EXHIBIT INDEX Exhibit Number 8 Tax Opinion of Winthrop, Stimson, Putnam & Roberts dated as of June 15, 1998. 23(d) Consent of Winthrop, Stimson, Putnam & Roberts (included in Exhibit 8). -3- EX-8 2 TAX OPINION EXHIBIT 8 WINTHROP, STIMSON, PUTNAM & ROBERTS One Battery Park Plaza New York, NY 10004-1490 June 15, 1998 Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 BGE Capital Trust I c/o Baltimore Gas and Electric Company 39 W. Lexington Street Baltimore, Maryland 21201 Re: BGE Capital Trust I -- 7.16% Trust Originated Preferred Securities ----------------------------------------------------------------------- Ladies and Gentlemen: As special tax counsel to Baltimore Gas and Electric Company, a Maryland corporation (the "Company"), and BGE Capital Trust I, a Delaware business trust (the "Issuer"), we have assisted in the preparation of the prospectus supplement (the "Prospectus Supplement") and the prospectus (together with the Prospectus Supplement, the "Prospectus") that form a part of the registration statement on Form S-3 under the Securities Act of 1933 (the "Act"), as filed with the Securities and Exchange Commission (the "Registration Statement"), in connection with the proposed offering by the Issuer of 10,000,000 of its 7.16% Trust Originated Preferred Securities (liquidation amount $25 per preferred security), and the proposed issuance by the Company to the Issuer of its 7.16% Deferrable Interest Subordinated Debentures due 2038. Unless otherwise defined herein, all terms used herein shall have the meanings ascribed to them in the Prospectus. We have examined and relied upon the Registration Statement and, in each case as filed as an exhibit to the Registration Statement, (i) the form of Amended and Restated Declaration of Trust of the Issuer among the Company, as Depositor, and the several trustees named therein, (ii) the form of Indenture between the Company and The Bank of New York, as Trustee (the "Trustee"), (iii) the form of First Supplemental Indenture between the Company and the Trustee and (iv) the form of Guarantee Agreement between the Company and The Bank of New York, as Preferred Guarantee Trustee (the "Transaction Documents"). Based on the foregoing and on our consideration of such other information as we have deemed necessary and appropriate, we are of the opinion that (i) under current law and based on the representations, facts and assumptions described in the Prospectus, and assuming full compliance with the terms of the Transaction Documents, the Issuer will be characterized for United States federal income tax purposes as a grantor trust and will not be taxable as a corporation, and (ii) the statements made in the Prospectus Supplement under the caption "United States Taxation," to the extent they constitute matters of law or legal conclusions, are accurate and correct in all material respects and fairly present the information set forth therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the headings "Legal Opinions" in the Prospectus and "United States Taxation" in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are included in the category or persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Winthrop, Stimson, Putnam & Roberts -----END PRIVACY-ENHANCED MESSAGE-----