SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 1999
CONSTELLATION ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
Maryland 1-1910 52-1964611
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
39 W. Lexington Street, Baltimore, Maryland 21201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410)234-5000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
On April 30, 1999, Baltimore Gas and Electric Company (BGE) was reorganized
into a holding company structure pursuant to an Agreement and Plan of Share
Exchange (Share Exchange) between BGE and Constellation Energy Group, Inc.
(Constellation Energy). The Share Exchange was approved on April 16, 1999 by
more than two-thirds of the outstanding common stock, without par value of BGE
(BGE Common Stock) entitled to vote. As part of the reorganization, all of the
outstanding shares of BGE Common Stock were exchanged on a share-for-share basis
for shares of common stock, without par value of Constellation Energy
(Constellation Energy Common Stock), and BGE became a wholly owned subsidiary of
Constellation Energy. The Board of Directors of BGE, prior to the Share
Exchange, has become the Board of Directors of Constellation Energy. The number
of Constellation Energy Directors, however, is expected to increase from 15 to
18 following the Share Exchange. The preference stock and debt of BGE were not
exchanged and remain securities of BGE.
The Constellation Energy Common Stock issued pursuant to the Share Exchange
was registered under the Securities Act of 1933 pursuant to a Post-Effective
Amendment to Constellation Energy's Registration Statement on Form S-4 (Reg. No.
33-64799, declared effective March 5, 1999). Reference is made to the Proxy
Statement and Prospectus of Constellation Energy and BGE included in the
Post-Effective Amendment (Prospectus) for additional information about the Share
Exchange.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the
Exchange Act), Constellation Energy Common Stock is deemed to be registered
under Section 12(b) of the Exchange Act. The Constellation Energy Common Stock
has been approved for listing on the New York Stock Exchange, the Chicago Stock
Exchange and the Pacific Stock Exchange. The description of the Constellation
Energy Common Stock contained under the caption "Proposal No. 1- Approval of the
Share Exchange and Formation of the Holding Company - Capital Stock" in the
Prospectus is incorporated by reference herein.
BGE Common Stock was registered pursuant to Section 12(b) of the Exchange
Act and listed on the New York Stock Exchange, the Chicago Stock Exchange and
the Pacific Stock Exchange. BGE is delisting the BGE Common Stock from these
exchanges and filing a Form 15 with the Securities and Exchange Commission to
terminate the registration under the Exchange Act of the BGE Common Stock.
Item 7. Exhibits
See Exhibit Index.
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SIGNATURES
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 hereunto duly authorized.
CONSTELLATION ENERGY GROUP, INC.
(Registrant)
By: /s/ David A. Brune
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David A. Brune
Vice President - Finance and Accounting
Date: April 30, 1999
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EXHIBIT INDEX
Exhibit Number Exhibit Page Number
99.1 Agreement and Plan of Share Exchange (Incorporated
by reference to Appendix A 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)).
99.2 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
Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 of the Registrant (Reg.
No. 33-64799)).
99.3 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)).
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