UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended September 30, 1997
Commission file number: Not yet assigned
CONSTELLATION ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland and Virginia 52-1964611
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(State of Incorporation) (IRS Employer
Identification No.)
39 W. Lexington Street Baltimore, Maryland 21201
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(Address of principal executive offices) (Zip Code)
410-234-5685
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Common Stock, without par value - no shares outstanding on October 31, 1997.
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PART II. OTHER INFORMATION
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Item 5. Other Information
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Status of Proposed Merger of Baltimore Gas and Electric Company (BGE) and
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Potomac Electric Power Company (Pepco) into Constellation Energy Corporation
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As announced in September 1995, BGE and Pepco plan to merge into
Constellation Energy Corporation as soon as all conditions to closing the merger
are satisfied. The status of these conditions is regularly disclosed in filings
made by BGE and by Pepco under the Securities Exchange Act of 1934 (1934 Act).
As explained in the BGE and Pepco 1934 Act filings, we have received all
necessary regulatory approvals for the merger. However two of the approvals,
those from the Maryland and District of Columbia Public Service Commissions,
contain unacceptable conditions. Accordingly, BGE and Pepco have requested
reconsideration of the Maryland Public Service Commission order and plan to ask
for reconsideration of the District of Columbia Public Service Commission order.
If the conditions to these orders are not remedied, BGE and Pepco will not
proceed with the merger.
Constellation Energy Corporation was formed September 22, 1995 solely for
use in the proposed merger. Currently its stock is owned 50% by BGE and 50% by
Pepco. If the merger closes, BGE and Pepco will merge into Constellation Energy
Corporation, BGE and Pepco will cease to exist, and Constellation Energy
Corporation as the surviving company in the merger will carry on the businesses
currently conducted by BGE and Pepco. Since the merger has not occurred,
Constellation Energy Corporation has no assets or operations. Accordingly,
Constellation Energy Corporation has no financial statements. Pro forma
financial information is information that combines BGE and Pepco data as if the
merger had occurred. You can find pro forma information for Constellation Energy
Corporation in various BGE and Pepco filings under the Securities Exchange Acts,
including:
o a Registration Statement on Form S-4 (Registration No. 33-64799),
o BGE's or Pepco's Reports on Form 8-K dated April 7, 1997, and
o BGE's or Pepco's Quarterly Reports on Form 10-Q beginning with the
reports issued for the quarter ended March 31, 1997.
BGE's and Pepco's filings under the 1934 Act will continue to include updated
pro forma information until the merger closes.
Constellation Energy Corporation filed several registration statements
under the Securities Act of 1933 and may file others in the future. These
registration statements register securities needed for various Constellation
Energy Corporation shareholder, employee, and executive plans and financing
programs when the merger closes. No securities will be issued by Constellation
Energy Corporation under those registration statements until the merger closes.
If BGE and Pepco do not proceed with the merger, Constellation Energy
Corporation will deregister all securities registered on the registration
statements.
Other Information
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Both BGE and Pepco file annual and quarterly reports with the Securities
and Exchange Commission (SEC) under the 1934 Act. These are available at the
SEC's public reference rooms in Washington, D.C. and New York, New York (call
1-800-SEC-0330 for more information); and at the SEC's web site at
http://www.sec.gov. Also, BGE's reports are available at BGE's web site at
http://www.bge.com and Pepco's reports can be accessed through Pepco's web site
at http://www.pepco.com.
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PART II. OTHER INFORMATION (Continued)
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Item 6. Exhibits and Reports on Form 8-K
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(a) 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.
*Incorporated by Reference.
(b) Reports on Form 8-K for the quarter ended September 30, 1997:
None.
SIGNATURE
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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.
CONSTELLATION ENERGY CORPORATION
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(Registrant)
Date: November 13, 1997 /s/ D. A. Brune
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D. A. Brune, Vice President
on behalf of the Registrant and
as Principal Financial Officer
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EXHIBIT INDEX
Exhibit
Number
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2* Registration Statement on Form S-4 of
Constellation Energy Corporation, as amended,
which became effective February 9, 1996,
Registration No. 33-64799.
*Incorporated by Reference.
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