UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CAPITAL RE CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
140432 10 5
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(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A fee is
not required only if the filing person:(1)has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2)has filed no amendments subsequent
thereto reporting beneficial ownership of five percent or less of such
class.)(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
13G
CUSIP NO. 140432 10 5
1. NAME OF REPORTING PERSON: Constellation
Investments, Inc.
S.S. OR I.R.S
IDENTIFICATION NO.
OF ABOVE PERSON: 52-1336858
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF
A GROUP (a) X
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(b)
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE
OF ORGANIZATION Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0*
6. SHARED VOTING POWER 2,481,920**
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 2,481,920**
9. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,481,920**
10. CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES X
CERTAIN SHARES -------
<PAGE>
11. PERCENT OF CLASS
REPRESENTED BY AMOUNT
IN ROW 9 15.60%
12. TYPE OF REPORTING
PERSON CO
* The Reporting Person may be deemed to have shared voting power with respect
to, and to be the beneficial owner of, the shares owned by the other persons.
See the disclosure in Item 4. The Reporting Person expressly disclaims any
beneficial ownership of the shares owned by the other persons referenced on item
4.
** Baltimore Gas and Electric Company is the ultimate parent of Constellation
Investments, Inc., but disclaims any beneficial ownership of the shares owned by
Constellation Investments, Inc.
<PAGE>
Item 1.
(a)Name of Issuer:
Capital Re Corporation
(b)Address of Issuer's Principal Executive Offices:
1325 Avenue of the Americas
18th Floor
New York, New York 10019
Item 2.
(a)Constellation Investments, Inc.
(b)250 W. Pratt Street, 23rd Floor
Baltimore, Maryland 21201
(c)Maryland
(d)Common Stock, $.01 par value
(e)140432 10 5
Item 3. Not Applicable
Item 4. Ownership
(a) Amount
Beneficially
Owned 2,481,920
(b) Percent of Class 15.60%
(c) Sole Voting Power 0
Shared Voting Power 2,481,920 ***
Sole Dispositive
Power 0
Shared Dispositive 2,481,920 ***
Power
Item 5. Not Applicable
Item 6. Not Applicable
Item 7. Not Applicable
Item 8. Not Applicable
<PAGE>
Item 9. Not Applicable
Item 10. Not Applicable
*** Constellation Investments, Inc., Minnesota Power & Light Company, Mr.
Michael E. Satz and Mr. Jerome J. Jurschak are parties to a Stockholders'
Agreement dated as of January 17, 1992 (the "1992 Stockholder Agreement"). The
1992 Stockholders' Agreement requires the parties thereto, beneficially owning
approximately 38.22% of the Common Stock in aggregate, to vote their shares at
all elections in favor of the Chief Executive Officer of the Corporation, two
directors designated by each of Minnesota Power & Light Company and
Constellation Investments, Inc. (The "Institutional Stockholders") holding at
least 13% of the outstanding voting stock of the Corporation and one director
nominated by each Institutional Stockholder holding at least 8% and up to 13% of
that stock. The parties have also agreed to vote for the removal of a designated
director only for cause or if requested by the designating Institutional
Stockholder. Sibag Financial Corporation, previously a party to the 1992
Stockholders Agreement, has disposed of its shares in Capital Re Corporation and
is no longer party to the agreement. Under the foregoing arrangements,
Constellation Investments, Inc. may be deemed to have shared voting power with
respect to the shares of all parties to the 1992 Stockholders' Agreement and,
accordingly, may be deemed to be the beneficial owner of the shares held by all
parties to the 1992 Stockholders" Agreement. Constellation Investments, Inc.
expressly disclaims any beneficial ownership of the shares owned by the other
reporting persons.
<PAGE>
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.
February 12 , 1998
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Dated
/s/ Steven D. Kesler
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Signature
Steven D. Kesler
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Name
