-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FKECb8+NeKeMmBO+wgKg34bs0Sfaxj4rnHuh+kp8/Usu9c8zBT+dpf9v/H28m4xh LfoYRoJEZ9MWzZXosZfHDQ== 0000912057-95-007170.txt : 19950905 0000912057-95-007170.hdr.sgml : 19950905 ACCESSION NUMBER: 0000912057-95-007170 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950831 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-50329 FILM NUMBER: 95569425 BUSINESS ADDRESS: STREET 1: GAS & ELECTRIC BLDG STREET 2: CHARLES CTR CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107835920 424B2 1 424B2 Filed Pursuant to Rule 424b2 File Number 33-50329 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED SEPTEMBER 22, 1993) 600,000 Shares BALTIMORE GAS AND ELECTRIC COMPANY 6.99% Cumulative Preference Stock, 1995 Series ($100 par value) ------------ The New Preference Stock offered hereby (the "New Stock") is not subject to redemption prior to October 1, 2005. Thereafter, the New Stock may be redeemed in whole or in part at any time at the option of the Company at prices set forth herein. The New Stock will not be entitled to any sinking fund. See "Description of the New Stock" in the Prospectus Supplement and "Description of Preference Stock" in the accompanying Prospectus for other important information about the New Stock. ------------------- 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 SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE TO UNDERWRITING PROCEEDS TO PUBLIC (1) COMMISSIONS COMPANY (1)(2) Per Share......................... $100.00 $0.875 $99.125 Total............................. $60,000,000 $525,000 $59,475,000 (1) Plus accrued dividends, if any, from September 7, 1995. (2) Before deduction of expenses payable by the Company, estimated at $100,000.
------------------- The shares of New Stock offered by this Prospectus Supplement are offered by the Underwriters subject to prior sale, withdrawal, cancellation or modification of this offer without notice, to delivery and to acceptance by the Underwriters and to certain further conditions. It is expected that delivery of the New Stock will be made at the offices of Lehman Brothers Inc., New York, New York on or about September 7, 1995. LEHMAN BROTHERS GOLDMAN, SACHS & CO. August 30, 1995 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ------------------------ 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, 1994 (the "1994 Form 10-K"). (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995. 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 INFORMATION WHICH HAS BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE, 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. USE OF PROCEEDS The net proceeds from the sale of the Notes offered hereby will be used to meet capital requirements or for other 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 balances and interest rate for the twelve months ended June 30, 1995 were $107,062,000 and 5.43%, respectively. To the extent that the net proceeds from the sale of the Notes are not immediately so used, they will be temporarily invested in short-term, interest-bearing obligations. For further information with respect to use of proceeds see "Use of Proceeds" on page 3 of the attached Prospectus. RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED AND PREFERENCE STOCK DIVIDENDS The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Stock Dividends for each of the periods indicated is as follows:
TWELVE MONTHS ENDED - ---------------------------------------------------------------- DECEMBER 31, JUNE 30, ----------------------------------------------------- 1995 1994 1993 1992 1991 1990 - --------- --------- --------- --------- --------- --------- 2.30 2.47 2.34 2.08 1.82 1.47
The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Stock Dividends 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 Supplement at the time they are filed. S-2 DESCRIPTION OF THE NEW STOCK DIVIDEND RIGHTS Dividends on the New Stock, at the rate of 6.99% per annum, will be payable quarterly on the first days of January, April, July and October in each year, when and as declared by the Board of Directors from the surplus or net profits of the Company. The initial dividend will be payable on October 1, 1995, and will accrue from September 7, 1995 to such date. REDEMPTION PROVISIONS The New Stock is not subject to redemption prior to October 1, 2005. Thereafter, the New Stock may be redeemed in whole or in part (and if in part pro rata or by lot) at any time at the option of the Company, upon at least 30 days' written notice at the applicable redemption price per share set forth below, plus accrued and unpaid dividends:
TWELVE MONTH PERIOD REDEMPTION PRICE BEGINNING OCTOBER 1, PER SHARE - ----------------------------------------- ---------------- 2005 $ 103.50 2006 103.15 2007 102.80 2008 102.45 2009 102.10 2010 101.75 2011 101.40 2012 101.05 2013 100.70 2014 100.35 2015 and thereafter 100.00
The New Stock will not be entitled to any sinking fund. UNDERWRITING Subject to the terms and conditions of the Purchase Agreement between the Company and the Underwriters, the Company has agreed to sell, and the Underwriters have agreed to purchase severally, the following respective number of shares of the New Stock:
NUMBER OF SHARES UNDERWRITER OF THE NEW STOCK - --------------------------------------------------------------------------- ----------------- Lehman Brothers Inc........................................................ 450,000 Goldman, Sachs & Co........................................................ 150,000 ------- Total.................................................................. 600,000 ------- -------
The nature of the Underwriters' obligations are such that the Underwriters are committed to purchase all shares of the New Stock if any are purchased. The Underwriters propose to offer shares of the New Stock directly to the public at the public offering price set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession not in excess of 50 cents per share. Such dealers may reallow a concession not in excess of 25 cents per share to certain other dealers. After the initial public offering, the offering price and other selling terms may be changed by the Underwriters. Although the Underwriters will not be obligated to make a market in the New Stock, the Underwriters have advised the Company that they initially intend to make a market in the New Stock, but no assurance can be given that they will continue to do so. The Company cannot predict the activity of trading in, or liquidity of, the New Stock. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments that the Underwriters may be required to make in respect thereof. S-3 EXPERTS The consolidated balance sheets and statements of capitalization as of December 31, 1994 and 1993 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, 1994, and the consolidated financial statements schedules listed in Item 14 (a)(1) and (2) of the 1994 Form 10-K incorporated by reference in this Prospectus from the 1994 Form 10-K have been incorporated herein in reliance on the report of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. Such report includes an explanatory paragraph related to the recoverability of replacement energy costs. S-4 - -------------------------------------------------------------------------------- P R O S P E C T U S --------------------------------------------------------- Baltimore Gas and Electric Company 1,000,000 Shares Preference Stock ($100 par value) Baltimore Gas and Electric Company (the "Company") intends from time to time to issue in one or more series and sell up to an aggregate of 1,000,000 shares of Preference Stock ($100 par value) (the "New Preference Stock") on terms to be determined at the time of offering. A Prospectus Supplement (the "Prospectus Supplement") for each series of New Preference Stock in respect to which this Prospectus is being delivered will set forth the specific terms of the New Preference Stock including the specific designation, the number of shares, dividend rate, redemption terms, if any, and sinking fund terms, if any. The Prospectus Supplement will also contain the terms of offering and any listing on a securities exchange of each series of the New Preference Stock. See "DESCRIPTION OF PREFERENCE STOCK" for other important information about the New Preference Stock. ------------------- 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 SEPTEMBER 22, 1993. 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 75 Park Place, Room 1228, New York, New York 10007. 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, 1992, as amended by a Form 8 dated April 27, 1993 (the "1992 Form 10-K"). (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993 and June 30, 1993. (c) The Company's Current Reports on Form 8-K filed January 29, 1993 and August 20, 1993. 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. BNG, Inc., a wholly owned subsidiary of the Company, invests in natural gas reserves and obtains gas from non-traditional sources. Other business of the Company includes the sale of gas and electric appliances. The Company's diversified business activities are consolidated under Constellation Holdings, Inc., a wholly owned subsidiary of the Company. Diversified business activities include power generation projects, financial investments and real estate projects (including senior living facilities). The executive offices of the Company are located in the Gas and Electric Building, Charles Center, Baltimore, Maryland 21201; its mailing address is P.O. Box 1475, Baltimore, Maryland 21203; and its telephone number is (410) 234-5000. USE OF PROCEEDS The net proceeds from the sale of New Preference Stock offered hereby will be used to meet capital requirements or for other 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 balances and interest rate for the twelve months ended August 31, 1993 were $9,506,000 and 3.43%, respectively. To the extent that the net proceeds from the sale of New Preference Stock 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." RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Dividend Requirements for each of the periods indicated is as follows:
TWELVE MONTHS ENDED - ------------------------------------------------------------------ DECEMBER 31, JUNE 30, ----------------------------------------------------- 1993 1992 1991 1990 1989 1988 - ----------- --------- --------- --------- --------- --------- 2.18 2.08 1.82 1.47 2.44 2.94
The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Dividend Requirements 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. 3 DESCRIPTION OF PREFERENCE STOCK The definitive provisions of the New Preference Stock will not be determined until the time of sale and, accordingly, the provisions set forth below may be changed and new provisions may be added. The definitive terms of each series of New Preference Stock are set forth in the Prospectus as amended and supplemented by the Prospectus Supplement by which such stock is offered. 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. TERMS OF THE NEW PREFERENCE STOCK: The accompanying Prospectus Supplement for each series of the New Preference Stock will describe the terms and other information with respect to such series, including: (1) the number of shares in such series being offered, (2) the series designation, (3) the dividend rate, (4) redemption prices and provisions, if any, (5) sinking fund provisions, if any, and (6) any other specific terms applicable to such series. All of the Company's Preference Stock presently outstanding is, and the New Preference Stock will be, cumulative. DIVIDEND RIGHTS: The holders of the Preference Stock of each outstanding series and the New Preference Stock are (and holders of any other series of Preference Stock issued hereafter may be) entitled to receive, when and as declared, from the surplus or net profits of the Company remaining after the preferential dividend requirements for the outstanding Preferred Stock have been provided for, cumulative fixed preferential dividends at the annual rate established for each series and no more, payable quarterly on the first days of January, April, July and October in each year before any dividends shall be paid or set apart on the Common Stock. Dividends on the New Preference Stock will accrue from the date set forth in the Prospectus Supplement. All series of Preference Stock shall participate at the same rate percent per annum, up to the fixed preferential dividends established for each series, in any payment for, or including, any period in which less than full dividends are paid on all series; if for any period full preferential dividends shall not have been paid on any series, the deficiency shall be payable before any dividends for any subsequent dividend period, or part of such period, shall be paid or set apart for any other series of the Preference Stock. There are no other limitations in any indenture or other agreements on payment of dividends on the Preference Stock. VOTING RIGHTS: The Common Stock has full voting power (one vote for each share on all matters). Neither the Preferred Stock nor the Preference Stock has any voting power, except that (a) the Preferred Stock has twenty-four votes per share on any charter amendment (other than classifications or reclassifications of authorized but unissued Preferred Stock or Preference Stock into series), any consolidation with any other corporation, any sale, lease or exchange of all of the Company's property and assets as an entirety, or any dissolution of the Company, each of which requires the affirmative vote of two-thirds of all outstanding Preferred Stock (voting as one class); (b) whenever the Company shall fail to pay full dividends on the Preferred Stock and such failure shall continue for one year, the Preferred Stock then has twenty-four votes per share on all matters until such time as all such dividends shall have been paid in full; (c) the Preference Stock has one vote per share on 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 either dividends or distribution of assets, or which would substantially adversely affect the contract rights, as expressly set forth in the charter, of the Preference Stock, each of which requires the affirmative vote of two-thirds of all the shares of Preference Stock outstanding; and (d) whenever the Company shall fail to pay full dividends on the Preference Stock and such failure shall continue for one year, the Preference Stock shall then have one vote per share on all matters, until and unless such dividends shall have been paid in full; provided, however, that immediately upon the retirement of the presently outstanding Series B and Series C Preferred Stock, the Preferred Stock shall (when entitled to vote as stated in sections (a) and (b) above) have four (rather than twenty-four) votes per share. 4 LIQUIDATION RIGHTS: Upon any liquidation, dissolution or winding up, voluntary or involuntary, of the Company, the holders of the Preference Stock are entitled to receive, from any assets and funds of the Company remaining after payment to the holders of the Preferred Stock of both the par value of the Preferred Stock and accrued dividends, $100 per share plus dividends (whether earned or declared or not) accrued to the date of payment, before any amount shall be paid to the holders of Common Stock. REDEMPTION PROVISIONS: If redeemable, the New Preference Stock may be redeemed in whole or in part (and if in part pro rata or by lot) at the option of the Company, upon at least 30 days' written notice at the prices and during the periods set forth in the Prospectus Supplement. Notice of redemption shall be mailed to the holders of the shares to be redeemed at their respective addresses as they appear on the books of the Company. Once notice of redemption of shares of New Preference Stock has been given and the funds for payment of the applicable redemption price (including accrued dividends) have been provided and set apart, the dividends on such shares and all other rights of the holders of such shares (except for the right to receive such redemption price) shall cease. No shares of any series of Preference Stock may be redeemed while there is an arrearage in the payment of dividends on that or any other series of Preference Stock. If so specified in the Prospectus Supplement, the Company will not redeem any shares of the New Preference Stock prior to the date set forth therein, if such redemption is a part of or in anticipation of any refunding operation involving the application, directly or indirectly, of borrowed funds or the proceeds of an issue of any stock ranking prior to or on a parity with the New Preference Stock if such borrowed funds have an interest rate or cost to the Company (calculated in accordance with generally accepted financial practice), or such stock has a dividend rate or cost to the Company (so calculated), less than the dividend rate of the New Preference Stock. However, such a limitation would not be applicable to any redemption or repurchase made pursuant to any sinking fund provision. All Preference Stock becomes authorized and unissued Preference Stock upon redemption. SINKING FUND PROVISIONS: The terms of sinking fund provisions, if applicable, will be set forth in the Prospectus Supplement. OTHER PROVISIONS: There are no conversion rights applicable to the New Preference Stock. Holders of Preference Stock do not have preemptive rights. The Company's charter empowers the Board of Directors to classify or reclassify all or any authorized but unissued Preference Stock into one or more series which may differ from each other and from series already outstanding in any or all of the following respects: (a) the rate of the fixed preferential dividends payable thereon, (b) whether or not and if so, on what terms and conditions, such series shall be convertible at the option of the holders into other stock or securities, (c) the prices and times, if any, of redemption, and (d) the sinking fund provisions, if any, applicable thereto. By the charter, the right is also reserved through the sole voting power of the Common Stock (unless dividends on the Preferred Stock or Preference Stock are in arrears, see "Voting Rights" above) to provide by charter amendment the extent to which and on what terms and conditions a series so created shall participate in dividends in excess of the fixed preferential dividends thereon, or in distribution of assets in excess of the fixed preferential distribution to preference shareholders. The Company's charter provides that no Preference Stock shall be issued unless at the time of issuance, the net earnings of the Company, over and above operating expenses (including allowance for depreciation and other reserves), fixed charges and any other deductions from or charges against income (including dividend requirements on stock ranking prior to Preference Stock) which rank prior to dividends on the Preference Stock, for a period of twelve successive calendar months ending within the three calendar months immediately preceding the month in which such Preference Stock is issued, shall have been at least twice preferential dividends for one year on all Preference Stock already outstanding and to be issued. FULLY PAID AND NONASSESSABLE: The New Preference Stock, when issued in accordance with the terms of offering described herein, will be fully paid and nonassessable. CERTAIN TAX MATTERS: The New Preference Stock will be exempt under Pennsylvania law, as presently in effect, from all personal property taxes in Pennsylvania. 5 PLAN OF DISTRIBUTION The Company may sell the New Preference Stock 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 Preference Stock being offered hereby sets forth the terms of the offering of such New Preference Stock, including the name or names of any underwriters, the purchase price of such New Preference Stock 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 to be paid to dealers and any securities exchanges on which such New Preference Stock may be listed. Only underwriters named in a Prospectus Supplement are deemed to be underwriters in connection with the New Preference Stock offered thereby. If underwriters are used in the sale of a series of New Preference Stock, such New Preference Stock 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 Preference Stock 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 Preference Stock of the series offered thereby will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the shares of New Preference Stock 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 Preference Stock 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 Preference Stock sold in this manner sets forth the name of any agent involved in the offer or sale of such series of New Preference Stock as well as any commissions payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent is acting on a best efforts basis for the period of its appointment. If dealers are utilized in the sale for any series of New Preference Stock, the Company will sell such New Preference Stock to the dealers, as principal. Any dealer may then resell such New Preference Stock 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 Preference Stock being offered hereby. It has not been determined whether any series of the New Preference Stock will be listed on a securities exchange. Underwriters will not be obligated to make a market in any series of New Preference Stock. The Company can not predict the activity of trading in, or liquidity of, any series of the New Preference Stock. 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 Preference Stock 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 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. 6 EXPERTS The consolidated balance sheets and statements of capitalization as of December 31, 1992 and 1991 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, 1992, and the consolidated financial statement schedules listed in Item 14(a)(1) and (2) of the 1992 Form 10-K incorporated by reference in this Prospectus from the 1992 Form 10-K have been incorporated herein in reliance on the report of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. Such report includes explanatory paragraphs related to the recoverability of replacement energy costs and changes in accounting methods. 7 - ------------------------------------------- ------------------------------------------- - ------------------------------------------- ------------------------------------------- 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 SUPPLEMENT
PAGE ----- Incorporation of Certain Documents by Reference.................................... S-2 Use of Proceeds................................ S-2 Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Stock Dividends..... S-2 Description of the New Stock................... S-3 Underwriting................................... S-3 Experts........................................ S-4 PROSPECTUS Available Information.......................... 2 Incorporation of Certain Documents by Reference.................................... 2 The Company.................................... 3 Use of Proceeds................................ 3 Ratio of Earnings to Combined Fixed Charges and Preferred and Preference Dividend Requirements................................. 3 Description of Preference Stock................ 4 Plan of Distribution........................... 6 Legal Opinions................................. 6 Experts........................................ 7
600,000 SHARES [BGE Logo] 6.99% Cumulative Preference Stock, 1995 Series ($100 par value) ------------------- PROSPECTUS SUPPLEMENT AUGUST 30, 1995 ------------------- LEHMAN BROTHERS GOLDMAN, SACHS & CO. - ------------------------------------------- ------------------------------------------- - ------------------------------------------- ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----