UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended March 31, 1997
Commission file number: Not yet assigned
CONSTELLATION ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Maryland and Virginia 52-1964611
(States of incorporation) (IRS Employer Identification No.)
39 W. Lexington Street
Baltimore, Maryland 21201
(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 April 30, 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 & Electric Company(BGE) and Potomac
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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. These conditions include receipt of all necessary regulatory
approvals. 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).
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 the Registration Statement on Form S-4 (Registration No.
33-64799) or in BGE's or Pepco's Reports on Form 8-K dated April 7, 1997. BGE's
and Pepco's filings under the 1934 Act from now until the merger closes will
continue to include updated pro forma information.
Constellation Energy Corporation filed several registration statements under
the Securities Act of 1933 and will file others in the near future. These
registration statements register stock 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. As
explained in the BGE and Pepco 1934 Act filings, one of the necessary regulatory
approvals the Maryland Public Service Commission order contains unacceptable
financial conditions. BGE and Pepco have requested reconsideration of that
order. If the conditions are not remedied, the merger will not proceed. Should
that occur, 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 March 31, 1997:
None.
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 May 14, 1997 /s/D. A. Brune
D. A. Brune, Vice President
on behalf of the Registrant and
as Principal Financial Officer
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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.
*Incorporated by Reference.
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