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) March 29, 1996
POTOMAC ELECTRIC POWER COMPANY
(Exact name of registrant as specified in its charter)
District of Columbia and Virginia 1-1072 53-0127880
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
1900 Pennsylvania Avenue, N. W., Washington, D. C. 20068
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (202) 872-2000
PEPCO
Form 8-K
Item 5. Other Events.
A Special Meeting of the Common and Preferred Shareholders of Potomac
Electric Power Company (the "Company") was held March 29, 1996. At the
meeting, the proposal to approve the Agreement and Plan of Merger by and among
Baltimore Gas and Electric Company, Constellation Energy Corporation and the
Company was approved by the holders of the Common and Serial Preferred Stock.
The proposal required the affirmative vote of more than 2/3 of the outstanding
shares of Common Stock, voting as a class, and a majority of the outstanding
shares of Serial Preferred Stock, voting separately as a class. The vote was
as follows:
No. of Shares Percent of Shares Outstanding
Common Stock
For 89,467,560 75.5%
Against 3,045,936 2.6%
Abstain 1,564,917 1.3%
Broker Non-Votes 0 N/A
Preferred Stock
For 3,342,011 62.2%
Against 458,236 8.5%
Abstain 17,075 0.3%
Broker Non-Votes 0 N/A
Also presented to the holders of Common Stock was a proposal to approve
the Long-Term Incentive Plan of Constellation Energy Corporation. The
proposal, which required the affirmative vote of a majority of the Common
Stock present at the meeting and entitled to vote, was also passed. The vote
was as follows:
No. of Shares Percent of Shares Present
Common Stock
For 79,574,221 85.6%
Against 8,270,215 8.9%
Abstain 5,148,953 5.5%
Broker Non-Votes 1,085,024 N/A
A press release, dated March 29, 1996, announcing the results of the
Special Meeting is filed as Exhibit 99 to this report and is hereby
incorporated herein by reference.
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PEPCO
Form 8-K
Item 7. Financial Statements, Pro-Forma Financial Information and
Exhibits.
Exhibits
Exhibit No. Description of Exhibit Reference
99 News Release of Potomac
Electric Power Company,
dated March 29, 1996.............Filed herewith.
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.
Potomac Electric Power Company
(Registrant)
/s/ H. Lowell Davis
By ___________________________
H. Lowell Davis
Vice Chairman and
Chief Financial Officer
April 3, 1996
DATE
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FOR IMMEDIATE RELEASE CONTACT: Nancy Moses
March 29, 1996 (202) 872-2680
Pepco Stockholders Approve
Merger With BGE To Form
Constellation Energy Corporation
Potomac Electric Power Company (NYSE:POM) announced that at a special
meeting in Washington, D.C. today stockholders approved the agreement to merge
with Baltimore Gas and Electric Company (NYSE:BGE) to form Constellation
Energy Corporation.
At the meeting, Edward F. Mitchell, PEPCO Chairman of the Board and
Chief Executive Officer, said, "We believe that combining our two financially
strong and low-cost utility companies provides opportunities to reduce
operating costs and maintain competitive rates. This merger will create one
very strong company to serve the core of the fourth largest metropolitan
marketplace in the nation. By continuing to provide low-cost energy, the new
company should foster economic expansion and growth that will benefit
shareholders, customers, employees and our communities as we move into the
21st century."
Completion of the strategic business combination, which will create the
ninth largest electric utility company in the country, is subject to receipt
of necessary approvals from regulatory authorities. These include the Federal
Energy Regulatory Commission, the Public Service Commissions of Maryland and
the District of Columbia, and the Nuclear Regulatory Commission. The
companies anticipate final completion of the merger in early spring 1997.
Holders of 75.5 percent of the outstanding shares of PEPCO common stock
approved the merger agreement and plan; a 66-2/3 percent approval vote was
required. Holders of 62.2 percent of the outstanding shares of PEPCO
preferred stock also approved the merger; a majority approval vote was
required. Also, holders of 85.6 percent of shares of PEPCO stock represented in
person or by proxy approved the adoption of the Constellation Energy Corporation
Long-Term Incentive Plan.
Shareholders of BGE are also meeting today in Baltimore to vote on
approval of the merger.
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