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Filed pursuant to Rule 424(b)(3)
File Number 333-59601-99
[LOGO]
3,731,600 SHARES
COMMON STOCK
Constellation Energy Group, Inc.
39 W. Lexington Street
Baltimore, Maryland 21201
(410) 234-5678
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P R O S P E C T U S
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Constellation Energy may sell shares of common stock from time to time
through the agent under our continuous offering program. We will receive all the
proceeds from the sale of the stock, less expenses, after paying the agent a
commission of not more than 5 cents per share. The proceeds we receive will
depend on the number of shares we sell and the market price of our stock at the
time of sale. We also may sell shares of common stock in fixed price offerings,
special offerings or block transactions. For these types of sales, we will
prepare and distribute a prospectus supplement which will describe the sale. Our
common stock is listed on the New York, Chicago and Pacific stock exchanges
under the symbol "CEG."
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WE URGE YOU TO CAREFULLY READ THIS PROSPECTUS WHICH WILL DESCRIBE THE
SPECIFIC TERMS OF THE OFFERING BEFORE YOU MAKE YOUR INVESTMENT DECISION.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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SALOMON SMITH BARNEY
Agent
May 3, 1999
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TABLE OF CONTENTS
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PAGE
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<S> <C>
Constellation Energy........................................................................... 3
Use of Proceeds................................................................................ 3
Common Stock Dividends and Price Range......................................................... 4
Description of Common Stock.................................................................... 5
Plan of Distribution........................................................................... 5
Legal Opinions................................................................................. 6
Experts........................................................................................ 6
Where You Can Find More Information............................................................ 6
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FORWARD-LOOKING STATEMENTS
We make statements in this prospectus and the documents we incorporate by
reference that are considered forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Sometimes
these statements will contain words such as "believes," "expects," "intends,"
"plans" and other similar words. These statements are not guarantees of our
future performance and are subject to risks, uncertainties and other important
factors that could cause our actual performance or achievements to be materially
different from those we project. These risks, uncertainties and factors include:
- - general economic, business and regulatory conditions;
- - energy supply and demand;
- - competition;
- - federal and state regulations;
- - availability, terms and use of capital;
- - nuclear and environmental issues;
- - weather;
- - industry restructuring and cost recovery (including the potential effect of
stranded investments);
- - commodity price risk; and
- - year 2000 readiness
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Please see the documents we incorporate by reference
for more information on these factors. These forward-looking statements
represent our estimates and assumptions only as of the date of this prospectus.
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CONSTELLATION ENERGY
Constellation Energy became the holding company for Baltimore Gas and Electric
Company ("BGE") and its diversified businesses on April 30, 1999. Constellation
Energy owns all the outstanding shares of common stock of BGE and the
subsidiaries formerly owned by BGE.
BGE is a public utility that has served Central Maryland for over 180 years. BGE
produces, purchases and sells electricity and purchases, transports and sells
natural gas. BGE also jointly owns and operates two electric generating plants
and one hydroelectric plant in Pennsylvania.
Constellation Energy owns the stock of several other companies primarily engaged
in diversified energy-services businesses. They are:
- - Constellation Power Source, Inc.--our wholesale power marketing and trading
business.
- - Constellation Power, Inc. and subsidiaries--our power projects business;
- - Constellation Energy Source, Inc.--our energy products and services business;
and
- - BGE Home Products & Services, Inc. and subsidiaries--our home products,
commercial building systems, and residential and small commercial gas retail
marketing business.
Constellation Energy also has two other subsidiaries:
- - Constellation Investments, Inc.--our financial investments business; and
- - Constellation Real Estate Group, Inc.-- our real estate and senior living
facilities business.
USE OF PROCEEDS
Based on our current plans and estimates, we will use the net proceeds from the
sale of common stock for general corporate purposes, including investments in
our subsidiaries and repayment of commercial paper borrowings used to finance
capital expenditures and operations. We may, however, use the net proceeds for
other purposes if we find it necessary. If we do not use the net proceeds
immediately, we will temporarily invest them in short term, interest bearing
obligations. For current information on our commercial paper balances and
average interest rate, see our most recent Form 10-K and 10-Q. See WHERE YOU CAN
FIND MORE INFORMATION.
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COMMON STOCK DIVIDENDS AND PRICE RANGE
When our Board of Directors declares dividends they will also set the record
dates and payment dates. As was the practice with BGE the record dates are
expected to be the 10th of March, June, September and December, and we expect to
mail dividends to each shareholder on or about the 1st of January, April, July
and October.
The range of the high and low sale prices of BGE's common stock, reported by THE
WALL STREET JOURNAL, as New York Stock Exchange-Composite Transactions and
dividends paid per share were as follows:
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PRICE RANGE DIVIDENDS
-------------------- PAID PER
HIGH LOW SHARE
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<S> <C> <C> <C>
1996
First Quarter........................................................... 29 1/2 26 1/8 .39
Second Quarter.......................................................... 28 5/8 25 1/2 .39
Third Quarter........................................................... 28 5/8 25 .40
Fourth Quarter.......................................................... 28 3/4 25 3/4 .40
1997
First Quarter........................................................... 28 26 1/2 .40
Second Quarter.......................................................... 27 24 3/4 .40
Third Quarter........................................................... 28 1/16 26 .41
Fourth Quarter.......................................................... 34 5/16 25 13/16 .41
1998
First Quarter........................................................... 34 1/8 29 3/4 .41
Second Quarter.......................................................... 32 15/16 29 1/4 .41
Third Quarter........................................................... 33 5/8 29 5/16 .42
Fourth Quarter.......................................................... 35 1/4 30 7/8 .42
1999
First Quarter........................................................... 31 1/8 24 11/16 .42
Second Quarter.......................................................... 28 1/8 25 1/8 .42
(through April 28, 1999)
</TABLE>
The book value per share of BGE's common stock at December 31, 1998 was $ 19.98.
The last reported sale price of BGE's common stock on the New York Stock
Exchange on April 28, 1999 was $27 7/8.
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DESCRIPTION OF COMMON STOCK
Below is a brief summary of your rights as holders of our common stock. You can
find a complete description of these rights in our Charter. See WHERE YOU CAN
FIND MORE INFORMATION.
DIVIDEND RIGHTS
We will pay dividends on our common stock when declared by our Board of
Directors. However, we must first pay all dividends and any redemption payments
due on our preferred stock (if any become outstanding) before paying common
stock dividends.
VOTING RIGHTS
Holders of our common stock are entitled to one vote per share on all matters on
which shareholders vote. There are no cumulative voting rights.
LIQUIDATION
Our common stock has no par value. If we liquidate or dissolve, you will share
equally in any assets remaining after full payment of liabilities to our
creditors and the liquidation value per share plus accrued dividends due to
holders of our preferred stock (if any become outstanding).
GENERAL
You do not have any preemptive or special rights to purchase any shares of
common stock we may issue at a later date. We have not issued any securities
convertible into shares of our common stock. In addition, as holders of common
stock, you have no redemption, conversion or sinking fund rights. When issued to
you, the common stock will be legally issued, fully paid and nonassessable.
PLAN OF DISTRIBUTION
The common stock will be sold on a continuing basis through our agent, Salomon
Smith Barney. The agent agrees to use its reasonable efforts to solicit
purchases for the period of its appointment. We will receive all the proceeds
from the sale of the stock, after paying the agent a commission of no more than
5 cents per share and before deducting expenses of approximately $150,000. In
addition, we have agreed to reimburse the agent for certain of its expenses in
connection with the sale of the common stock.
The agent will sell the shares on the New York Stock Exchange, or on any other
exchange on which the shares are listed, at prevailing market prices through (a)
ordinary brokers' transactions or (b) in block transactions. In block
transactions, the agent may purchase all or a portion of the shares as principal
for its own account and resell them.
The agent may also sell the shares in a fixed price offering. If this happens,
we will sell shares to the agent for its own account at a negotiated price
(which is related to the prevailing market price), and the agent may form a
group of dealers to participate with it in reselling the shares to you. For this
type of sale, we will prepare and distribute a prospectus supplement which will
describe the offering price and the number of shares sold and customary
distributors' or sellers' commissions payable, if any.
The agent may also sell the shares by conducting a special offering or exchange
distribution in accordance with the rules of the stock exchange on which the
shares are listed. We would also prepare and distribute a prospectus supplement
for these types of offerings.
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GENERAL INFORMATION
Dealers and agents that participate in the distribution of the common stock may
be underwriters as defined in the Securities Act of 1933 (1933 Act), and any
discounts or commissions received by them from us and any profit on the resale
of the common stock by them may be treated as underwriting discounts and
commissions under the 1933 Act.
We have an agreement with the agent to indemnify it from certain civil
liabilities, including liabilities under the 1933 Act or to contribute with
respect to payments which the agent may be required to make. We may have similar
agreements with dealers and other agents.
Dealers and agents may engage in transactions with, or perform services for, us
or our subsidiaries in the ordinary course of their business.
In connection with any fixed price offering, exchange distribution, or special
offering, the selling group, which would include dealers who enter into an
underwriting agreement with us, may engage in transactions which stabilize,
maintain or otherwise affect the market price of the common stock. Specifically,
the selling group may overallot in connection with the offering, creating a
short position. In addition, they may bid for, and purchase, the securities in
the open market to cover shorts or to stabilize the price of the common stock.
Finally, the selling group may reclaim selling concessions allowed for
distributing common stock in the offering, if the selling group repurchases
previously distributed common stock in the market to cover overallotments or to
stabilize the price of the common stock. Any of these activities may stabilize
or maintain the market price of the common stock above independent market
levels. The selling group is not required to engage in any of these activities,
and may stop any of the activities at any time.
LEGAL OPINION
One of our lawyers will issue an opinion regarding certain legal matters in
connection with the common stock offered pursuant to this prospectus. Cahill
Gordon & Reindel (a partnership including a professional corporation), New York,
NY will issue an opinion for any underwriters, dealers or agents. Cahill Gordon
& Reindel will rely on the opinion of our lawyers as to matters of Maryland law
and the applicability of the Public Utility Holding Company Act of 1935.
EXPERTS
PricewaterhouseCoopers LLP, independent accountants, audited our annual
financial statements and schedule incorporated by reference in this prospectus
and elsewhere in the registration statement. These documents are incorporated by
reference herein in reliance upon the authority of PricewaterhouseCoopers LLP as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE
INFORMATION
Constellation Energy will file annual, quarterly and current reports, proxy
statements and other information with the SEC. Prior to Constellation Energy
becoming BGE's holding company, reports, statements and other information were
filed by BGE under the name "Baltimore Gas and Electric Company." You may read
and copy any document filed by BGE or Constellation Energy at the SEC's public
reference room at 450 Fifth Street, N. W. Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference room.
The SEC maintains an internet site at http://www.sec.gov that contains reports,
proxy and information statements regarding
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issuers (including Constellation Energy and BGE) that file documents with the
SEC electronically. Constellation Energy's SEC filings may also be obtained from
our web site at http://www.constellationenergy.com.
This prospectus is part of a registration statement that we filed with the SEC.
In addition, 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 prospectus, 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 we sell all the common stock.
- - 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.
You may request a copy of these filings, at no cost, by writing us at:
Shareholder Services
Constellation Energy Group, Inc.
39 W. Lexington Street
Baltimore, Maryland 21201
410-783-5920
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of the
common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
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[LOGO]
3,731,600 SHARES
COMMON STOCK
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P R O S P E C T U S
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SALOMON SMITH BARNEY
MAY 3, 1999
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