UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
----------------------------------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 1997
Commission file numbers 333-24855 and 333-24705
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)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
Not Applicable
(Aggregate market value of the voting stock held by
non-affiliates of the registrant on March 27, 1998)
Common Stock, without par value - No shares outstanding on March 27, 1998.
1
<PAGE>
Part I
Item 1. Business
- ----------------
As announced in September 1995, Baltimore Gas and Electric Company (BGE)
and Potomac Electric Power Company (Pepco) had agreed to merge into a new
company, Constellation Energy Corporation, after all necessary regulatory
approvals for the merger were received. In December 1997, BGE and Pepco mutually
terminated the merger agreement. Information about the proposed merger and the
termination of the merger agreement is discussed in filings made by BGE and
Pepco under the Securities Exchange Act of 1934. Constellation Energy
Corporation, successor to RH Acquisition Corp., was formed September 22, 1995.
Constellation Energy Corporation has no assets, operations or financial
statements.
Item 2. Properties
- ------------------
None.
Item 3. Legal Proceedings
- -------------------------
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
Not Applicable.
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- -----------------------------------------------------------------------------
There is no market for Constellation Energy Corporation's common stock.
Item 6. Selected Financial Data
- -------------------------------
None.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
- -------------
Not applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Not applicable.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
None.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
Not applicable.
2
<PAGE>
Part III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
The following are the directors and executive officers of Constellation
Energy Corporation at the date of this report.
<TABLE>
<CAPTION>
Other Offices or Positions
Name Age Present Office Held During Past Five Years
---- --- -------------- ---------------------------
<S> <C> <C> <C>
Charles W. Shivery 52 Chairman of the Board and President, Constellation
President Energy Solutions, Inc.,
(Since February 23, 1996) President and Chief
Executive Officer, Constellation
Power Source, Inc., and Chairman
of the Board and Chief Executive
Officer, Constellation Energy
Source, Inc.
Vice President, Finance and
Accounting, Chief Financial
Officer and Secretary, BGE
Vice President and Treasurer,
Corporate Finance Group, BGE
David A. Brune 57 Vice President and Vice President, Finance and
Secretary Accounting, Chief Financial
(Since February 23, 1996) Officer and Secretary, BGE
General Counsel, BGE
Thomas E. Ruszin, Jr. 43 Treasurer and Assistant
Treasurer Secretary, Manager-Finance,
(Since February 20, 1998) BGE
Assistant Treasurer, BGE
Acting Manager-Finance, BGE
Director-Financial Management, BGE
Director-Financial Services, BGE
</TABLE>
Item 11. Executive Compensation
- -------------------------------
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
Not Applicable.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
Not Applicable.
3
<PAGE>
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) The following documents are filed as a part of this report:
1. Financial Statements:
None.
2. Financial Statement Schedules:
None.
3. Exhibits required by Item 601 of Regulation S-K:
None.
(b) Reports on Form 8-K:
Date Filed Items Reported
-------------------------------- ----------------------------------
December 23, 1997 Item 5. Other Events
SIGNATURES
----------------------------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Constellation Energy Corporation, the Registrant, has duly
caused this Report to be signed on its behalf by the undersigned, hereunto duly
authorized.
CONSTELLATION ENERGY CORPORATION
--------------------------------
(Registrant)
Date: March 27, 1998 /s/ David A. Brune
-------------- --------------------------------
David A. Brune
Vice President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of Constellation
Energy Corporation, the Registrant, and in the capacities and on the dates
indicated.
Principal executive officer and director:
By: /s/ C. W. Shivery Chairman of the Board, March 27, 1998
------------------------ President, and Director
C. W. Shivery
Principal financial and accounting officer and director:
By: /s/ D. A. Brune Vice President, Secretary, March 27, 1998
------------------------- and Director
D. A. Brune
Director:
By: /s/ T. E. Ruszin, Jr. Treasurer and Director March 27, 1998
-------------------------
T. E. Ruszin, Jr.
Supplemental information to be furnished with reports filed pursuant to Section
15(d) of the Act by registrants which have not registered securities pursuant to
Section 12 of the Act.
No annual report or proxy material was sent to security holders during the
fiscal year ended December 31, 1997.
4
<PAGE>
