UNITED STATES
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) July 14, 1997
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) 872-3526
(Former Name or Former Address, if Changed Since Last Report)
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PEPCO
Form 8-K
Item 5. Other Events.
Exhibit 99 attached hereto is hereby incorporated by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description of Exhibit Reference
99 News Release of Potomac
Electric Power Company and
Baltimore Gas and Electric
Company dated July 14, 1997......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/ Dennis R. Wraase
By ___________________________
Dennis R. Wraase
Senior Vice President and
Chief Financial Officer
July 14, 1997
DATE
-2-
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[PEPCO logo here] [BGE logo here]
N E W S R E L E A S E
For Immediate Release Contact: Art Slusark (BGE) - 410-234-7436
July 14, 1997 Susan Moyer (PEPCO) - 202-872-2680
BGE/PEPCO CEOs File Affidavits Stating Merger Cannot Proceed
Unless Court Remands Merger Case Back to Maryland PSC
Baltimore Gas and Electric Co. Chairman and Chief Executive Officer Christian
H. Poindexter and Potomac Electric Power Company Chairman and Chief Executive
Officer Edward F. Mitchell filed sworn affidavits in Baltimore County Circuit
Court today stating they cannot proceed with plans to merge the companies into
Constellation Energy Corporation unless the Circuit Court remands the merger
case back to the Maryland Public Service Commission for reconsideration.
In affidavits accompanying the companies' response to Judge James Smith's oral
ruling on July 8, the two chairmen stated that even if the Maryland PSC's
original order of April 16 "was adjusted for the $8,457,000 computational
error, it does not provide an adequate financial basis upon which BGE and
PEPCO could proceed to consummate the merger proposed to create Constellation
Energy Corporation."
The response and the affidavits addressed the question whether, if the
Commission's order were revised to correct a computational error acknowledged
by the PSC, such a revised order might provide an acceptable basis upon which
the companies could proceed to close on the proposed merger. In their
response, the companies stated, "So that there be no doubt whatever on that
issue, the Joint Applicants wish to state for the record that it would not."
The Maryland PSC approved the merger on April 16, but attached conditions that
BGE/PEPCO contend would not provide adequate, if any, benefits to the
companies' shareholders. The companies filed a request for rehearing of the
original order, but an intervener in the case, Local 1900 of the International
Brotherhood of Electrical Workers (IBEW), appealed the order to the Circuit
Court. The companies, along with the PSC, subsequently filed motions asking
the court to return the case to the PSC so the rehearing request could be
addressed.
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On July 8, Judge Smith delayed a final decision for 20 days while all parties
consider an order revised to fix a computational error in the original order
identified by the PSC and the companies. Today's action by the companies was
in response to that ruling.
Since the companies cannot merge in accordance with the terms and conditions
set forth in the original PSC order or an order revised to fix the $8.5
million computation error, "the Order is a nullity -- it will never be
implemented and it cannot be enforced -- and any continuation of this appeal
would be a meaningless exercise," the companies wrote in today's response. "A
continuation of this appeal process to evaluate the legal sufficiency of such
an order that will not be acted upon can only lead to a waste of the energy
and resources of this Court and the other parties. Effectively, the only
purpose to this appeal is to give meaning to the IBEW's strategy of delay in
the hope that the merger will not be consummated."
The response concluded with a request by the companies that the Court grant
their Motion for Remand so the PSC can address all aspects of its original
order.
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