Registration Nos. 333-45051
33-59545
33-56084
================================================================================
SECURITIES AND EXCHANGE COMMISSION
____________________
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
____________________
Constellation Energy Group, Inc.
(Exact name of registrant as specified in its charter)
Maryland
(State of Incorporation)
52-1964611
(I.R.S. Employer Identification No.)
David A. Brune, Vice President
39 West Lexington Street, Baltimore, Maryland 21201
(410) 234-5511
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices
and agent for service)
____________________
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also serves as a post-effective amendment to the Registrant's
Registration Statements on Form S-8 (Registration Nos. 33-59545 and 33-56084).
____________________
================================================================================
<PAGE>
EXPLANATORY NOTE
This Post Effective Amendment No. 1 relates to the issuance of shares of common
stock, no par value, pursuant to
1) The Constellation Energy Group, Inc. 1995 Long-term Incentive Plan,
which were originally registered on Form S-8 by Baltimore Gas and Electric
Company; (File No. 33-59545).
2) The Constellation Energy Group, Inc. Manager Long-term Incentive Plan,
which were originally registered on Form S-8 by Baltimore Gas and Electric
Company (File No. 333-45051).
This Post-Effective Amendment No. 1 also relates to the issuance of plan
participations pursuant to the Constellation Energy Group, Inc. Employee Savings
Plan, which were originally registered on Form S-8 by Baltimore Gas and Electric
Company; (File No. 33-56804).
Constellation Energy Group, Inc. will succeed Baltimore Gas and Electric Company
as registrant of various effective registration statements filed with the
Securities and Exchange Commission. The registration fees in respect of the
common stock were paid at the time of the original filings of the Registration
Statements on Form S-8 by Baltimore Gas and Electric Company.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") has been or will be sent
or given to participants in the Plans as specified in Rule 428(b)(1) under the
Securities Act of 1933 (Securities Act). Such document(s) are not being filed
with the Securities and Exchange Commission (SEC) but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
Constellation Energy will file annual quarterly and current reports,
proxy statements and other information with the SEC. Prior to Constellation
Energy becoming Baltimore Gas and Electric Company's (BGE) holding company,
reports were filed by BGE under the name "Baltimore Gas and Electric Company."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this registration statement, and later information that
we file with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all of the shares under the 1995 Long-term Incentive
Plan and the Manager Long-term Incentive Plan and all participations in the
Employee Savings Plan have been issued:
- - BGE's Annual Report on Form 10-K for the year ended December 31, 1998;
- - Constellation Energy's Current Report on Form 8-K dated April 30, 1999;
- - Description of the Common Stock under the caption "Proposal No.1 Approval
of the Share Exchange and Formation of the Holding Company-Capital Stock"
in the Proxy Statement and Prospectus contained in Constellation Energy's
Registration Statement on Form S-4 (Reg. No. 33-64799).
A copy of any and all of the information included in documents (but not exhibits
thereto except if exhibits have been incorporated in such documents) that have
been incorporated by reference in this Prospectus but which are not delivered
with this Prospectus will be provided by Constellation Energy Group, Inc.
without charge to any person to whom this Prospectus is delivered, upon the oral
or written request of such person. Such request should be directed to
Constellation Energy Group, Inc., 39 West Lexington Street Baltimore, Maryland
21201.
Item 4. Description of Securities
Not applicable.
II-1
<PAGE>
Item 5. Experts
Not applicable.
Item 6. Indemnification of Directors and Officers
The following description of indemnification allowed under Maryland
statutory law is a summary rather than a complete description. Reference is made
to Section 2-418 of the Corporations and Associations Article of the Maryland
Annotated Code, which is incorporated herein by reference, and the following
summary is qualified in its entirety by such reference.
By a Maryland statute, a Maryland corporation may indemnify any
director who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding") by reason of the fact
that he is a present or former director of the corporation and any person who,
while a director of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan ("Director"). Such indemnification may be against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him or her in connection with the Proceeding unless it is proven
that (a) the act or omission of the Director was material to the matter giving
rise to the Proceeding and (i) was committed in bad faith, or (ii) was the
result of active and deliberate dishonesty; or (b) the Director actually
received an improper personal benefit in money, property, or services; or (c) in
the case of any criminal action or proceeding, the Director had reasonable cause
to believe his act or omission was unlawful. However, the corporation may not
indemnify any Director in connection with a Proceeding by or in the right of the
corporation if the Director has been adjudged to be liable to the corporation. A
Director or officer who has been successful in the defense of any Proceeding
described above shall be indemnified against reasonable expenses incurred in
connection with the Proceeding. The corporation may not indemnify a Director in
respect of any Proceeding charging improper personal benefits to the Director in
which the Director was adjudged to be liable on the basis that personal benefit
was improperly received. Notwithstanding the above provisions, a court of
appropriate jurisdiction, upon application of the Director or officer, may order
indemnification if it determines that in
II-2
<PAGE>
view of all the relevant circumstances, the Director or officer is fairly and
reasonably entitled to indemnification; however, indemnification with respect to
any Proceeding by or in the right of the corporation or in which liability was
adjudged on the basis that personal benefit was improperly received shall be
limited to expenses. A corporation may advance reasonable expenses to a Director
under certain circumstances, including a written undertaking by or on behalf of
such Director to repay the amount if it shall ultimately be determined that the
standard of conduct necessary for indemnification by the corporation has not
been met.
A corporation may indemnify and advance expenses to an officer of the
corporation to the same extent that it may indemnify Directors under the
statute.
The indemnification and advancement of expenses provided or authorized
by this statute may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a Director or officer may be entitled
under the charter, by-laws, a resolution of shareholders or directors, an
agreement or otherwise.
A corporation may purchase and maintain insurance on behalf of any
person who is or was a Director or officer, whether or not the corporation would
have the power to indemnify a Director or officer against liability under the
provision of this section of Maryland law. Further, a corporation may provide
similar protection, including a trust fund, letter of credit or surety bond, not
inconsistent with the statute.
Article Eight of the Company's Charter reads as follows:
"(a) (i) The Corporation shall indemnify
(A) its Directors and Officers, whether serving the corporation or at its
request any other entity, to the full extent required or permitted by the
general laws of the State of Maryland, now or hereafter in force, including the
advance of expenses, under the procedures and to the full extent permitted by
law, and
(B) other employees and agents, to such extent as shall be authorized by
the Board of Directors or the Corporation's by-laws and be permitted by law.
(ii) The foregoing rights of indemnification shall not be exclusive of any
other rights to which those seeking indemnification may be entitled.
(iii) The Board of Directors may take such action as is necessary to carry
out these indemnification provisions
II-3
<PAGE>
and is expressly empowered to adopt, approve and amend from time to time such
by-laws, resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of the
Charter of the Corporation or repeal of any of its provisions shall limit or
eliminate the right to indemnification provided hereunder with respect to any
act or omission occurring prior to such amendment or repeal.
(b) To the fullest extent permitted by Maryland statutory or decisional
law, as amended or interpreted, no Director or Officer of this Corporation shall
be personally liable to the Corporation or its stockholders for money damages.
No amendment of the Charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the limitation on liability provided to
Directors and Officers hereunder with respect to any act or omission occurring
prior to such amendment or repeal."
Article V of the Company's By-Laws reads as follows:
"The Corporation shall indemnify all Directors, Officers and employees to
the fullest extent permitted by the general laws of the State of Maryland and
shall provide indemnification expenses in advance to the extent permitted
thereby. The Corporation will follow the procedures required by applicable law
in determining persons eligible for indemnification and in making
indemnification payments and advances.
The Indemnification and advance of expenses provided by the Charter and
these by-laws shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advance of expenses may be entitled under any
law (common or statutory), or any agreement, vote of stockholders or
disinterested Directors or other provision that is consistent with law, both as
to action in his or her official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
corporation, shall continue in respect of all events occurring while a person
was a Director or Officer after such person has ceased to be a Director or
Officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of such persons. All rights to indemnification and advance of
expenses under the Charter of the Corporation and hereunder shall be deemed to
be a contract between the corporation and each Director or Officer of the
Corporation who serves or served in such capacity at any time while this by-law
is in effect. Nothing herein shall prevent the amendment of this by-law,
provided that no such amendment shall diminish the rights of any person
hereunder with respect to events occurring or claims made before its adoption or
II-4
<PAGE>
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of this by-law shall not in any way
diminish any rights to indemnification or advance of expenses of such Director
or Officer or the obligations of the Corporation arising hereunder with respect
to events occurring, or claims made, while this by-law or any provision hereof
is in force."
The Directors and officers of the Company are covered by insurance
indemnifying them against certain liabilities which might be incurred by them in
their capacities as such, including certain liabilities arising under the
Securities Act of 1933. The premium for this insurance is paid by the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Reference is made to the Exhibit Index filed as a part of this
Post-Effective Amendment No. 1 to the Registration Statement.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of
II-5
<PAGE>
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling
II-6
<PAGE>
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Constellation Energy Group, Inc., the Registrant, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland on the 29th day of April, 1999.
CONSTELLATION ENERGY GROUP, INC.
(Registrant)
By: /s/ David A. Brune
David A. Brune
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
Principal executive
officer and director:
/s/Charles W. Shivery Chairman of the April 29, 1999
Charles W. Shivery Board and Director
Principal financial and
accounting officer:
/s/ David A. Brune Vice President, April 29, 1999
David A. Brune Secretary and
Director
/s/ Thomas E. Ruszin, Jr. Treasurer,
Thomas E. Ruszin, Jr. Secretary and April 29, 1999
Director
II-8
<PAGE>
EXHIBIT INDEX
Exhibit
Number
4(a)* - Amended and Restated Articles of Incorporation of the Registrant
(Incorporated by reference to Appendix B to the Proxy
Statement and Prospectus in Part I of the Post-Effective Amendment No.
1 to the Registration Statement on Form S-4 of the Registrant (Reg.
No. 33-64799)).
4(b)* - By-Laws of the Registrant (Incorporated by reference to Appendix C
to the Proxy Statement and Prospectus in Part I of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-4 of the
Registrant (Reg. No. 33-64799)).
4(c)* - Form of Common Stock Certificate. (Designated as Exhibit 4(c) to
Post-Effective Amendment No. 1 to the Registration Statements on Form
S-3 filed March 25, 1999, File Nos. 333-59601 and 33-57658.)
5 - Opinion of Company Counsel as to legality.
23(a) - Consent of PricewaterhouseCoopers LLP, Independent Certified
Public Accountants.
23(b) - Consent of Company (included in Exhibit 5).
- ------------------
* Incorporated by reference.
II-9
Exhibit 5
[Baltimore Gas and Electric Company Letterhead]
April 30, 1999
Constellation Energy Group, Inc.
39 W. Lexington Street
Baltimore, MD 21201
Re: Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 of
Constellation Energy Group, Inc.
(Reg. Nos. 333-45051, 33-59545 and 33-56084)
Ladies and Gentlemen:
You have requested an opinion in connection with Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Post-Effective
Amendment), filed by Constellation Energy Group, Inc. (Company) with the
Securities and Exchange Commission under the Securities Act of 1933 (Act). The
Post-Effective Amendment relates to, among other things, an offering by the
Company of its common stock, without par value (Common Stock) pursuant to the
Constellation Energy Group, Inc. 1995 Long-term Incentive Plan and the
Constellation Energy Group, Inc. Manager Long-term Incentive Plan, as well as
plan participations in the Constellation Energy Group, Inc. Employee Savings
Plan.
I am Counsel of Baltimore Gas and Electric Company and legal counsel to
the Company. In connection with this opinion, I have considered such records and
documents and made such examinations of law as I have deemed relevant in
connection with this opinion. It is my opinion that when there has been
compliance with the Act and the applicable state securities laws, the shares of
Common Stock to be sold by the Company, when issued, delivered, and paid for in
the manner described in the Post-Effective Amendment, will be legally issued,
and the shares of Common Stock, when so issued, delivered and paid for, will
also be fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment and to the reference to me under the caption "Legal
Matters" in the Post-Effective Amendment. In so doing, I do not admit that
<PAGE>
April 30, 1999
Constellation Energy Group, Inc.
Page Two
I am in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Mary Anne Busse O'Donnell
Mary Anne Busse O'Donnell
Exhibit 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in Post-Effective Amendment No.1 to
the Registration Statements (File Nos. 33-59545, 333-45051 and 33-56084) on Form
S-8 covering Constellation Energy Group, Inc. Common Stock (without par value)
pursuant to its Long-Term Incentive Plan, Manager Long-Term Incentive Plan and
Employee Savings Plan (the "Registration Statement") of our report dated January
15, 1999, on our audits of the consolidated financial statements and financial
statement schedule included on Form 10-K of Baltimore Gas and Electric Company
and Subsidiaries as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
April 30, 1999
