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) April 16, 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)
<PAGE>
PEPCO
Form 8-K
Item 5. Other Events.
The press releases attached as Exhibits 99.1 and 99.2 are hereby
incorporated by reference.
-2-
<PAGE>
PEPCO
Form 8-K
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description of Exhibit Reference
99.1 News Release of Potomac
Electric Power Company and
Baltimore Gas and Electric
Company dated April 16,
1997.............................Filed herewith.
99.2 News Release of Potomac
Electric Power Company and
Baltimore Gas and Electric
Company dated April 17,
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/ D. R. WRAASE
By ___________________________
Dennis R. Wraase
Senior Vice President and
Chief Financial Officer
April 17, 1997
DATE
-3-
<PAGE>
[BGE logo here] [PEPCO logo here]
N E W S R E L E A S E
=============================================================================
Arthur J. Slusark Nancy Moses
Baltimore Gas and Electric Company Potomac Electric Power Company
(410)234-7433 (202)872-2680
FOR IMMEDIATE RELEASE
April 16, 1997
BGE/PEPCO Merger Approved by FERC
of Maryland Public Service Commission's Merger Order
The proposed merger between Baltimore Gas and Electric Company and
Potomac Electric Power Company to create Constellation Energy Corporation
today received unanimous approval from the Federal Regulatory Commission
(FERC).
FERC's approval was one of the major regulatory hurdles for the merger.
The merger has been approved by several government bodies and must still be
approved by others including the District of Columbia and Maryland Public
Service Commissions.
Christian H. Poindexter and Edward F. Mitchell, the Board Chairmen and
Chief Executive Officers of the two utilities said, "We are pleased that after
careful review the FERC has recognized that the merger is in the public
interest and unanimously approved it without conditions. This decision brings
us one step closer to creating a strong regional energy company prepared to
meet the needs of our customers and shareholders."
Completion of the approval process is scheduled to take place this
spring.
-###-
[BGE logo here] [PEPCO logo here]
N E W S R E L E A S E
=============================================================================
Arthur J. Slusark Nancy Moses
Baltimore Gas and Electric Company Potomac Electric Power Company
(410)234-7433 (202)872-2680
For Immediate Release
April 17, 1997
BGE/PEPCO to File Request for Reconsideration
of Maryland Public Service Commission's Merger Order
Baltimore Gas and Electric Company and Potomac Electric Power Company stated
today that while the Order of the Maryland Public Service Commission issued
yesterday recognized the benefits of the merger of the two companies, it
contained elements that must be revised for the merger to take place. The
companies will file a request for reconsideration of the Order so that these
problems can be remedied as soon as possible.
The two companies proposed a regulatory plan designed to share the merger
benefits equitably between the shareholders and customers. The Commission's
Order would put in place a plan that would eliminate any reasonable
opportunity for shareholders to share in the benefits. In addition to
ordering a significant rate decrease, the order also denies the two companies
the opportunity to recover the full costs for purchased power contracts
previously approved by the Commission. Taken together with the imposition of
a series of earnings tests, the shareholder is denied an opportunity to
benefit from the merger.
"We hope to have the Public Service Commission revise its decision because the
Order would result in an unacceptable financial impact on the new company and
the merger could not proceed," stated Christian H. Poindexter and Edward F.
Mitchell, Chairmen of the Boards and CEOs of the companies.
-###-
