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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)
CORPORATE OFFICE PROPERTIES TRUST
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST (PAR VALUE $0.01 PER SHARE)
SERIES A CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST
(PAR VALUE $0.01 PER SHARE)
--------------------------------------------------------------------------------
(Title of Class of Securities)
22002T108
--------------------------------------------------------------------------------
(CUSIP Number)
David A. Brune
Vice President, Chief Financial Officer and Secretary
Constellation Energy Group, Inc.
250 West Pratt Street, 23rd floor
Baltimore, Maryland 21203-2423
(410) 783-3600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 29, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
<PAGE>
CUSIP No. 22002T108 13D Page 2 of 14 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: CONSTELLATION ENERGY GROUP, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 52-1964611
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 8,876,171*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
8,876,171*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,876,171*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.50%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
*COMMON SHARES OF BENEFICIAL INTEREST OF THE ISSUER REPRESENTS COMMON SHARES
HELD BY CONSTELLATION REAL ESTATE, INC.
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 22002T108 13D Page 3 of 14 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: CONSTELLATION ENERGY GROUP, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 52-1964611
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
* SERIES A CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST OF THE ISSUER
REPRESENTS SERIES A CONVERTIBLE PREFERRED SHARES HELD BY CONSTELLATION
REAL ESTATE, INC.
<PAGE>
CUSIP No. 22002T108 13D Page 4 of 14 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: CONSTELLATION ENTERPRISES, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 52-2080643
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 8,876,171*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,876,171*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,876,171*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.50%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
* COMMON SHARES OF BENEFICIAL INTEREST OF THE ISSUER REPRESENTS COMMON
SHARES HELD BY CONSTELLATION REAL ESTATE, INC.
<PAGE>
CUSIP No. 22002T108 13D Page 5 of 14 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: CONSTELLATION ENTERPRISES, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 52-2080643
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0*
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
* SERIES A CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST OF THE ISSUER
REPRESENTS SERIES A CONVERTIBLE PREFERRED SHARES HELD BY CONSTELLATION
REAL ESTATE, INC.
<PAGE>
CUSIP No. 22002T108 13D Page 6 of 14 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: CONSTELLATION REAL ESTATE, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 52-1237835
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 8,876,171*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0*
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,876,171*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,876,171*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.50%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
*COMMON SHARES OF BENEFICIAL INTEREST OF THE ISSUER.
<PAGE>
CUSIP No. 22002T108 13D Page 7 of 14 Pages
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS: CONSTELLATION REAL ESTATE, INC.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: 52-1237835
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0*
-----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1*
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
*SERIES A CONVERTIBLE PREFERRED SHARES OF BENEFICIAL INTEREST OF THE ISSUER
<PAGE>
Page 8 of 14 Pages
This Amendment No. 3 to the statement on Schedule 13D is being filed
pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder. This Amendment No. 3 amends only
Items 1, 2, 3, 4 and 5 of the statement. This Amendment No. 3 restates the
entire text of the Schedule 13D as amended, previously filed with the Securities
and Exchange Commission, other than the text of the exhibits previously filed
pursuant to Item 7 of the statement.
Item 1. Security and Issuer.
This Amendment No. 3 to the statement on Schedule 13D relates to the
conversion of Series A Convertible Preferred Shares of Beneficial Interest, par
value $0.01 per share (the "Preferred Shares"), of Corporate Office Properties
Trust, a Maryland real estate investment trust (the "Issuer") into the Common
Shares of Beneficial Interest, par value $0.01 per share (the "Common Shares")
of the Issuer, effected on September 29, 2000. The Issuer has its principal
executive offices at 8815 Centre Park Drive, Suite 400, Columbia, MD 21045.
On September 29, 2000, Constellation Energy (through its subsidiaries
identified in Item 2 below) converted 984,308 shares of the Preferred Shares
into 1,845,378 shares of the Common Shares. One share of the Preferred Shares
was not converted and therefore, retained by Constellation Energy (through its
subsidiaries identified in Item 2 below). As of the date hereof, Constellation
Energy (through its subsidiaries identified in Item 2 below) is the beneficial
owner of 8,876,171 shares of the Common Shares, and 1 Preferred Share,
representing respectively approximately 43.50% of the Common Shares and 100% of
the Preferred Shares of the Issuer, based on information provided by the Issuer.
Item 2. Identity and Background.
This Amendment No. 3 to the statement on Schedule 13D is being filed on
behalf of Constellation Energy Group, Inc. ("Constellation Energy"),
Constellation Enterprises, Inc. ("CEI") and Constellation Real Estate, Inc.
("CRE") (collectively, the "Reporting Persons"). Constellation Energy is a
Maryland corporation and has its principal business and executive offices at 250
West Pratt Street, Baltimore, Maryland 21201. Pursuant to a share exchange
effective April 30, 1999, Constellation Energy became the successor to Baltimore
Gas and Electric Company ("BGE"). Constellation Energy is a holding company
whose subsidiaries include a group of energy businesses focused mostly on power
marketing and merchant generation in North America and the Baltimore Gas and
Electric Company. The Common Shares and the Preferred Shares are owned of record
by CRE, which is a wholly owned subsidiary of Constellation Real Estate Group,
Inc. ("CREG"), which is a wholly owned subsidiary of Constellation Holdings,
Inc. ("CHI"), which is a wholly owned subsidiary of CEI, which is a wholly owned
subsidiary of Constellation Energy. Each of CRE, CREG, CHI and CEI is a Maryland
corporation and has its principal executive and business offices at 250 West
Pratt Street, Baltimore, Maryland 21201-2423.
None of the Reporting Persons have, during the last five years, (i) been
convicted in a criminal proceeding (excluding minor traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which it was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
CRE (formerly Constellation Properties, Inc.) acquired the securities of
the Issuer pursuant to (i) the Contribution Agreement (the "Contribution
Agreement") dated as of May 14, 1998, by and among the entities listed as
<PAGE>
Page 9 of 14 Pages
sellers therein and Corporate Office Properties, L.P. and the Issuer, as amended
on July 16, 1998 and September 28, 1998; and (ii) the Service Company Asset
Contribution Agreement (the "Asset Contribution Agreement") dated May 14, 1998,
by and among CRE, KMS Oldco, Inc., CREG, Corporate Office Properties, L.P. and
the Issuer. On September 28, 1998, BGE (now Constellation Energy), through its
subsidiaries, contributed real property, interests in entities that own real
property and a mortgage, and other assets to the Issuer in exchange for cash,
assumption of $59.6 million of indebtedness, 6,182,634 Common Shares and 865,566
Preferred Shares of the Issuer. The Preferred Shares do not entitle the holder
thereof to any vote, except (i) as required by applicable law, (ii) in
connection with an amendment to the Issuer's Declaration of Trust that would
amend, alter or repeal any of the rights, preferences or powers of the Preferred
Shares or (iii) the right to designate up to two members of the Board of
Trustees as described below. The Preferred Shares are convertible, beginning two
years after the closing of the transactions contemplated by the Contribution
Agreement and the Asset Contribution Agreement (the "Transaction"), into Common
Shares on the basis of 1.8748 Common Shares for each Preferred Share, subject to
adjustment upon certain events, in accordance with the terms and provisions of
the Articles Supplementary of the Issuer relating to such Preferred Shares filed
with the State Department of Assessments and Taxation of Maryland.
On October 22, 1998, pursuant to the Contribution Agreement and the Asset
Contribution Agreement, BGE, through its subsidiaries, contributed interests in
an entity that owns real property and other assets to the Issuer in exchange for
approximately $9.5 million which was used to pay off outstanding debt, 517,923
Common Shares and 72,509 Preferred Shares.
On December 30, 1998, pursuant to the Contribution Agreement and the Asset
Contribution Agreement, BGE, through its subsidiaries, contributed interests in
an entity that owns real property and other assets to the Issuer in exchange for
approximately $7.2 million which was used to pay off outstanding debt, $1.2
million compensation primarily for tenant improvements, 330,236 Common Shares
and 46,233 Preferred Shares.
Item 4. Purpose of Transaction.
CRE (formerly Constellation Properties, Inc.) acquired the securities of
the Issuer as an investment and in consideration of the assets transferred to
the Issuer as described in Item 3 above. After the September 28, 1998 closing of
the Transaction, the Issuer expanded its Board of Trustees from seven to nine,
and the Issuer elected thereto Edward A. Crooke, then Chairman of Constellation
Enterprises, Inc. and Vice Chairman of BGE, and Steven D. Kesler, President of
Constellation Investments, Inc. and CRE, each of whom were designated by CRE in
accordance with its rights as the holder of Preferred Shares. Mr. Crooke is a
Class III Trustee whose term expires in 2003, and Mr. Kesler is a Class II
Trustee whose term expires in 2000. If any member of the Board of Trustees
designated by CRE withdraws for any reason, CRE will have the right to designate
such withdrawing Truste's replacement. Thereafter, CRE will be entitled to
designate two Trustees as long as it owns any Preferred Shares and at least 30%
of the Issuer's outstanding Common Shares, and will be entitled to designate one
Trustee as long as it owns any Preferred Shares and less than 30% but more than
15% of the outstanding Common Shares. The foregoing calculations include as
outstanding the Common Shares owned by CRE as well as the Common Shares issuable
upon conversion of Preferred Shares owned by CRE. Moreover, if the Issuer fails
at any time or from time to time to pay when due two consecutive quarterly
dividend payments on the Preferred Shares, then the holders of the Preferred
Shares will be entitled to elect two additional members to the Board of Trustees
of the Issuer to serve until all accrued and unpaid dividends on the Preferred
Shares have been paid in full.
The Issuer has granted registration rights with regard to the Common Shares
to CRE in exchange for the consideration described in Item 3 above, pursuant to
the Registration Rights Agreement dated September 28, 1998, by the Issuer and
<PAGE>
Page 10 of 14 Pages
certain persons named therein. Within six months after the September 28, 1998
closing of the Transaction, the Issuer is obligated to file a shelf registration
statement with regard to the Common Shares issued in the Transaction, as well as
the Common Shares issuable upon conversion of the Preferred Shares (the
"Registrable Securities"). The Issuer is also required, at the demand of holders
of 10% or more of the Registrable Securities, to register such holders'
Registrable Securities, subject to the right to defer the filing of the
necessary registration statement for a period not to exceed 90 days under
certain limited circumstances. In addition, the Issuer has granted the holders
of the Registrable Securities "piggy-back" rights.
After the closing of the Transaction, Jay H. Shidler remains as Chairman
and Clay W. Hamlin, III remains as Chief Executive Officer of the Issuer.
Randall M. Griffin, formerly President of CRE, became President and Chief
Operating Officer of the Issuer. In addition, Roger A. Waesche, Jr., formerly
Senior Vice President of Finance of Constellation Real Estate, Inc., became
Senior Vice President and Chief Financial Officer of the Issuer and John H.
Gurley, formerly Vice President and General Counsel of Constellation Real
Estate, Inc. became Vice President (currently Senior Vice President) and General
Counsel of the Issuer.
The Reporting Persons do not have as of the date hereof any plans or
proposals that relate to or would result in: (i) the acquisition of additional
securities of the Issuer or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present Board of Trustees or management of
the Issuer, including any plans or proposals to change the number or term of
trustees or to fill any vacancies of the Board; (v) any material change in the
present capitalization or dividend policy of the Issuer; (vi) any other material
change in the Issuer's business or corporate structure; (vii) any changes in the
Issuer's declaration of trust, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(ix) causing a class of securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or (x) any action similar to any of those enumerated
above. Notwithstanding anything to the contrary contained herein, the Reporting
Persons reserve the right to change their present intentions with respect to the
matters described in this paragraph.
Item 5. Interest in Securities of Issuer.
Based upon information provided by the Issuer, as of September 30, 2000,
20,403,369 Common Shares are issued and outstanding and one Preferred Share is
issued and outstanding. The Reporting Persons have sole power to vote and
dispose of 8,876,171 Common Shares, which constitutes 43.50% of the outstanding
Common Shares, and one Preferred Share, which constitutes 100% of the
outstanding Preferred Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Other than as listed below, there are presently no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons filing
this Amendment No. 3 to the Schedule 13D, or between such persons and any other
person, with respect to any securities of the Issuer, including, but not limited
<PAGE>
Page 11 of 14 Pages
to, transfer or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees or profits, division of profits
or loss, or the giving or withholding of proxies.
The Issuer has granted registration rights with regard to the Common Shares
to CRE in exchange for the consideration described in Item 3 above, pursuant to
the Registration Rights Agreement dated September 28, 1998, by the Issuer and
certain persons named therein. Within six months after the closing of the
Transaction, the Issuer is obligated to file a shelf registration statement with
regard to the Registrable Securities. The Issuer is also required, at the demand
of holders of 10% or more of the Registrable Securities, to register such
holders' Registrable Securities, subject to the right to defer the filing of the
necessary registration statement for a period not to exceed 90 days under
certain limited circumstances. In addition, the Issuer has granted the holders
of the Registrable Securities "piggy-back" rights.
Item 7. Material to be filed as Exhibits
None.
<PAGE>
Page 12 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 10, 2000
CONSTELLATION ENERGY GROUP, INC.
By: /s/ David A. Brune
Name: David A. Brune
Title:Vice President,
Chief Financial Officer
and Secretary
<PAGE>
Page 13 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 10, 2000
CONSTELLATION ENTERPRISES, INC.
By: /s/ David A. Brune
Name: David A. Brune
Title: Vice President,
Chief Financial Officer and
Secretary
<PAGE>
Page 14 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 10, 2000
CONSTELLATION REAL ESTATE, INC.
By: /s/ David A. Brune
Name: David A. Brune
Title: Chairman of the Board
