<PAGE>
Filed Pursuant to Rule 424b2
File Number 33-50329
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 22, 1993)
600,000 Shares
BALTIMORE GAS AND ELECTRIC COMPANY
6.99% Cumulative Preference Stock, 1995 Series
($100 par value)
------------
The New Preference Stock offered hereby (the "New Stock") is not subject to
redemption prior to October 1, 2005. Thereafter, the New Stock may be redeemed
in whole or in part at any time at the option of the Company at prices set forth
herein. The New Stock will not be entitled to any sinking fund. See "Description
of the New Stock" in the Prospectus Supplement and "Description of Preference
Stock" in the accompanying Prospectus for other important information about the
New Stock.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) COMMISSIONS COMPANY (1)(2)
<S> <C> <C> <C>
Per Share......................... $100.00 $0.875 $99.125
Total............................. $60,000,000 $525,000 $59,475,000
<FN>
(1) Plus accrued dividends, if any, from September 7, 1995.
(2) Before deduction of expenses payable by the Company, estimated at $100,000.
</TABLE>
-------------------
The shares of New Stock offered by this Prospectus Supplement are offered by
the Underwriters subject to prior sale, withdrawal, cancellation or modification
of this offer without notice, to delivery and to acceptance by the Underwriters
and to certain further conditions. It is expected that delivery of the New Stock
will be made at the offices of Lehman Brothers Inc., New York, New York on or
about September 7, 1995.
LEHMAN BROTHERS GOLDMAN, SACHS & CO.
August 30, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NEW STOCK AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission under the
1934 Act (File No. 1-1910), are incorporated in this Prospectus by reference as
of their respective dates of filing and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (the "1994 Form 10-K").
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE
REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION WHICH HAS BEEN
OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE (NOT INCLUDING EXHIBITS
TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE, UNLESS THE EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS
INCORPORATES). REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO CHARLES W.
SHIVERY, VICE PRESIDENT, BALTIMORE GAS AND ELECTRIC COMPANY, P.O. BOX 1475,
BALTIMORE, MARYLAND 21203, (410) 234-5511.
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby will be used to
meet capital requirements or for other general corporate purposes relating to
the Company's utility business, which may include the repayment of commercial
paper borrowings incurred primarily to finance, on a temporary basis, the
Company's utility construction, other capital expenditures and operations. The
Company's average commercial paper balances and interest rate for the twelve
months ended June 30, 1995 were $107,062,000 and 5.43%, respectively. To the
extent that the net proceeds from the sale of the Notes are not immediately so
used, they will be temporarily invested in short-term, interest-bearing
obligations. For further information with respect to use of proceeds see "Use of
Proceeds" on page 3 of the attached Prospectus.
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED AND PREFERENCE STOCK DIVIDENDS
The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference
Stock Dividends for each of the periods indicated is as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
- ----------------------------------------------------------------
DECEMBER 31,
JUNE 30, -----------------------------------------------------
1995 1994 1993 1992 1991 1990
- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
2.30 2.47 2.34 2.08 1.82 1.47
</TABLE>
The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference
Stock Dividends for future periods will be included in the Company's Reports on
Forms 10-Q and 10-K. Such Reports are incorporated by reference into this
Prospectus Supplement at the time they are filed.
S-2
<PAGE>
DESCRIPTION OF THE NEW STOCK
DIVIDEND RIGHTS
Dividends on the New Stock, at the rate of 6.99% per annum, will be payable
quarterly on the first days of January, April, July and October in each year,
when and as declared by the Board of Directors from the surplus or net profits
of the Company. The initial dividend will be payable on October 1, 1995, and
will accrue from September 7, 1995 to such date.
REDEMPTION PROVISIONS
The New Stock is not subject to redemption prior to October 1, 2005.
Thereafter, the New Stock may be redeemed in whole or in part (and if in part
pro rata or by lot) at any time at the option of the Company, upon at least 30
days' written notice at the applicable redemption price per share set forth
below, plus accrued and unpaid dividends:
<TABLE>
<CAPTION>
TWELVE MONTH PERIOD REDEMPTION PRICE
BEGINNING OCTOBER 1, PER SHARE
- ----------------------------------------- ----------------
<S> <C>
2005 $ 103.50
2006 103.15
2007 102.80
2008 102.45
2009 102.10
2010 101.75
2011 101.40
2012 101.05
2013 100.70
2014 100.35
2015 and thereafter 100.00
</TABLE>
The New Stock will not be entitled to any sinking fund.
UNDERWRITING
Subject to the terms and conditions of the Purchase Agreement between the
Company and the Underwriters, the Company has agreed to sell, and the
Underwriters have agreed to purchase severally, the following respective number
of shares of the New Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERWRITER OF THE NEW STOCK
- --------------------------------------------------------------------------- -----------------
<S> <C>
Lehman Brothers Inc........................................................ 450,000
Goldman, Sachs & Co........................................................ 150,000
-------
Total.................................................................. 600,000
-------
-------
</TABLE>
The nature of the Underwriters' obligations are such that the Underwriters
are committed to purchase all shares of the New Stock if any are purchased. The
Underwriters propose to offer shares of the New Stock directly to the public at
the public offering price set forth on the cover page of this Prospectus
Supplement and to certain dealers at such price less a concession not in excess
of 50 cents per share. Such dealers may reallow a concession not in excess of 25
cents per share to certain other dealers. After the initial public offering, the
offering price and other selling terms may be changed by the Underwriters.
Although the Underwriters will not be obligated to make a market in the New
Stock, the Underwriters have advised the Company that they initially intend to
make a market in the New Stock, but no assurance can be given that they will
continue to do so. The Company cannot predict the activity of trading in, or
liquidity of, the New Stock.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments that the Underwriters may be required to make in respect
thereof.
S-3
<PAGE>
EXPERTS
The consolidated balance sheets and statements of capitalization as of
December 31, 1994 and 1993 and the consolidated statements of income, cash
flows, common shareholders' equity and taxes for each of the three years in the
period ended December 31, 1994, and the consolidated financial statements
schedules listed in Item 14 (a)(1) and (2) of the 1994 Form 10-K incorporated by
reference in this Prospectus from the 1994 Form 10-K have been incorporated
herein in reliance on the report of Coopers & Lybrand, independent accountants,
given on the authority of that firm as experts in accounting and auditing. Such
report includes an explanatory paragraph related to the recoverability of
replacement energy costs.
S-4
<PAGE>
- --------------------------------------------------------------------------------
P R O S P E C T U S
---------------------------------------------------------
Baltimore Gas and Electric Company
1,000,000 Shares
Preference Stock
($100 par value)
Baltimore Gas and Electric Company (the "Company") intends from time to time
to issue in one or more series and sell up to an aggregate of 1,000,000 shares
of Preference Stock ($100 par value) (the "New Preference Stock") on terms to be
determined at the time of offering. A Prospectus Supplement (the "Prospectus
Supplement") for each series of New Preference Stock in respect to which this
Prospectus is being delivered will set forth the specific terms of the New
Preference Stock including the specific designation, the number of shares,
dividend rate, redemption terms, if any, and sinking fund terms, if any. The
Prospectus Supplement will also contain the terms of offering and any listing on
a securities exchange of each series of the New Preference Stock. See
"DESCRIPTION OF PREFERENCE STOCK" for other important information about the New
Preference Stock.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 22, 1993.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy and information statements, and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; and at certain of its Regional Offices at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621-2511, and 75 Park Place, Room 1228, New York, New York 10007. Copies of
such material can be obtained at prescribed rates from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Certain securities of the Company are listed on the New York, Chicago, Pacific
and Philadelphia Stock Exchanges. Reports, proxy and information statements and
other information concerning the Company can be inspected at such exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission under the
1934 Act (File No. 1-1910), are incorporated in this Prospectus by reference as
of their respective dates of filing and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992, as amended by a Form 8 dated April 27, 1993 (the "1992 Form
10-K").
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993 and June 30, 1993.
(c) The Company's Current Reports on Form 8-K filed January 29, 1993 and
August 20, 1993.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE
REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS REFERRED TO ABOVE
WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER
THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS THE EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THE PROSPECTUS INCORPORATES.
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO CHARLES W. SHIVERY, VICE
PRESIDENT, BALTIMORE GAS AND ELECTRIC COMPANY, P.O. BOX 1475, BALTIMORE,
MARYLAND 21203, (410) 234-5511.
2
<PAGE>
THE COMPANY
The Company, incorporated under the law of the State of Maryland on June 20,
1906, is a public utility primarily engaged in the business of producing,
purchasing and selling electricity, and purchasing, transporting and selling
natural gas within the State of Maryland. The Company is qualified to do
business in the Commonwealth of Pennsylvania where it is participating in the
ownership and operation of two electric generating plants and the District of
Columbia where its federal affairs office is located. The Company also owns
two-thirds of the outstanding capital stock, including one-half of the voting
securities, of Safe Harbor Water Power Corporation, a hydroelectric producer on
the Susquehanna River at Safe Harbor, Pennsylvania. BNG, Inc., a wholly owned
subsidiary of the Company, invests in natural gas reserves and obtains gas from
non-traditional sources. Other business of the Company includes the sale of gas
and electric appliances.
The Company's diversified business activities are consolidated under
Constellation Holdings, Inc., a wholly owned subsidiary of the Company.
Diversified business activities include power generation projects, financial
investments and real estate projects (including senior living facilities).
The executive offices of the Company are located in the Gas and Electric
Building, Charles Center, Baltimore, Maryland 21201; its mailing address is P.O.
Box 1475, Baltimore, Maryland 21203; and its telephone number is (410) 234-5000.
USE OF PROCEEDS
The net proceeds from the sale of New Preference Stock offered hereby will
be used to meet capital requirements or for other general corporate purposes
relating to the Company's utility business, which may include the repayment of
commercial paper borrowings incurred primarily to finance, on a temporary basis,
the Company's utility construction, other capital expenditures and operations.
The Company's average commercial paper balances and interest rate for the twelve
months ended August 31, 1993 were $9,506,000 and 3.43%, respectively. To the
extent that the net proceeds from the sale of New Preference Stock are not
immediately so used, they will be temporarily invested in short-term,
interest-bearing obligations. For further information with respect to the
Company's utility construction, other capital expenditures and operations,
reference is made to the information incorporated by reference herein. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED AND PREFERENCE DIVIDEND REQUIREMENTS
The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference
Dividend Requirements for each of the periods indicated is as follows:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
- ------------------------------------------------------------------
DECEMBER 31,
JUNE 30, -----------------------------------------------------
1993 1992 1991 1990 1989 1988
- ----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
2.18 2.08 1.82 1.47 2.44 2.94
</TABLE>
The Ratio of Earnings to Combined Fixed Charges and Preferred and Preference
Dividend Requirements for future periods will be included in the Company's
Reports on Forms 10-Q and 10-K. Such Reports are incorporated by reference into
this Prospectus at the time they are filed.
3
<PAGE>
DESCRIPTION OF PREFERENCE STOCK
The definitive provisions of the New Preference Stock will not be determined
until the time of sale and, accordingly, the provisions set forth below may be
changed and new provisions may be added. The definitive terms of each series of
New Preference Stock are set forth in the Prospectus as amended and supplemented
by the Prospectus Supplement by which such stock is offered.
The following statements are brief summaries of certain provisions of the
Company's charter, as amended, supplemented and restated (incorporated by
reference as an Exhibit to the Registration Statement), and are qualified in
their entirety by reference to such charter.
TERMS OF THE NEW PREFERENCE STOCK: The accompanying Prospectus Supplement
for each series of the New Preference Stock will describe the terms and other
information with respect to such series, including: (1) the number of shares in
such series being offered, (2) the series designation, (3) the dividend rate,
(4) redemption prices and provisions, if any, (5) sinking fund provisions, if
any, and (6) any other specific terms applicable to such series. All of the
Company's Preference Stock presently outstanding is, and the New Preference
Stock will be, cumulative.
DIVIDEND RIGHTS: The holders of the Preference Stock of each outstanding
series and the New Preference Stock are (and holders of any other series of
Preference Stock issued hereafter may be) entitled to receive, when and as
declared, from the surplus or net profits of the Company remaining after the
preferential dividend requirements for the outstanding Preferred Stock have been
provided for, cumulative fixed preferential dividends at the annual rate
established for each series and no more, payable quarterly on the first days of
January, April, July and October in each year before any dividends shall be paid
or set apart on the Common Stock. Dividends on the New Preference Stock will
accrue from the date set forth in the Prospectus Supplement.
All series of Preference Stock shall participate at the same rate percent
per annum, up to the fixed preferential dividends established for each series,
in any payment for, or including, any period in which less than full dividends
are paid on all series; if for any period full preferential dividends shall not
have been paid on any series, the deficiency shall be payable before any
dividends for any subsequent dividend period, or part of such period, shall be
paid or set apart for any other series of the Preference Stock.
There are no other limitations in any indenture or other agreements on
payment of dividends on the Preference Stock.
VOTING RIGHTS: The Common Stock has full voting power (one vote for each
share on all matters). Neither the Preferred Stock nor the Preference Stock has
any voting power, except that (a) the Preferred Stock has twenty-four votes per
share on any charter amendment (other than classifications or reclassifications
of authorized but unissued Preferred Stock or Preference Stock into series), any
consolidation with any other corporation, any sale, lease or exchange of all of
the Company's property and assets as an entirety, or any dissolution of the
Company, each of which requires the affirmative vote of two-thirds of all
outstanding Preferred Stock (voting as one class); (b) whenever the Company
shall fail to pay full dividends on the Preferred Stock and such failure shall
continue for one year, the Preferred Stock then has twenty-four votes per share
on all matters until such time as all such dividends shall have been paid in
full; (c) the Preference Stock has one vote per share on any charter amendment
which would create or authorize any shares of stock ranking prior to or on a
parity with the Preference Stock as to either dividends or distribution of
assets, or which would substantially adversely affect the contract rights, as
expressly set forth in the charter, of the Preference Stock, each of which
requires the affirmative vote of two-thirds of all the shares of Preference
Stock outstanding; and (d) whenever the Company shall fail to pay full dividends
on the Preference Stock and such failure shall continue for one year, the
Preference Stock shall then have one vote per share on all matters, until and
unless such dividends shall have been paid in full; provided, however, that
immediately upon the retirement of the presently outstanding Series B and Series
C Preferred Stock, the Preferred Stock shall (when entitled to vote as stated in
sections (a) and (b) above) have four (rather than twenty-four) votes per share.
4
<PAGE>
LIQUIDATION RIGHTS: Upon any liquidation, dissolution or winding up,
voluntary or involuntary, of the Company, the holders of the Preference Stock
are entitled to receive, from any assets and funds of the Company remaining
after payment to the holders of the Preferred Stock of both the par value of the
Preferred Stock and accrued dividends, $100 per share plus dividends (whether
earned or declared or not) accrued to the date of payment, before any amount
shall be paid to the holders of Common Stock.
REDEMPTION PROVISIONS: If redeemable, the New Preference Stock may be
redeemed in whole or in part (and if in part pro rata or by lot) at the option
of the Company, upon at least 30 days' written notice at the prices and during
the periods set forth in the Prospectus Supplement. Notice of redemption shall
be mailed to the holders of the shares to be redeemed at their respective
addresses as they appear on the books of the Company. Once notice of redemption
of shares of New Preference Stock has been given and the funds for payment of
the applicable redemption price (including accrued dividends) have been provided
and set apart, the dividends on such shares and all other rights of the holders
of such shares (except for the right to receive such redemption price) shall
cease. No shares of any series of Preference Stock may be redeemed while there
is an arrearage in the payment of dividends on that or any other series of
Preference Stock.
If so specified in the Prospectus Supplement, the Company will not redeem
any shares of the New Preference Stock prior to the date set forth therein, if
such redemption is a part of or in anticipation of any refunding operation
involving the application, directly or indirectly, of borrowed funds or the
proceeds of an issue of any stock ranking prior to or on a parity with the New
Preference Stock if such borrowed funds have an interest rate or cost to the
Company (calculated in accordance with generally accepted financial practice),
or such stock has a dividend rate or cost to the Company (so calculated), less
than the dividend rate of the New Preference Stock. However, such a limitation
would not be applicable to any redemption or repurchase made pursuant to any
sinking fund provision.
All Preference Stock becomes authorized and unissued Preference Stock upon
redemption.
SINKING FUND PROVISIONS: The terms of sinking fund provisions, if
applicable, will be set forth in the Prospectus Supplement.
OTHER PROVISIONS: There are no conversion rights applicable to the New
Preference Stock. Holders of Preference Stock do not have preemptive rights.
The Company's charter empowers the Board of Directors to classify or
reclassify all or any authorized but unissued Preference Stock into one or more
series which may differ from each other and from series already outstanding in
any or all of the following respects: (a) the rate of the fixed preferential
dividends payable thereon, (b) whether or not and if so, on what terms and
conditions, such series shall be convertible at the option of the holders into
other stock or securities, (c) the prices and times, if any, of redemption, and
(d) the sinking fund provisions, if any, applicable thereto. By the charter, the
right is also reserved through the sole voting power of the Common Stock (unless
dividends on the Preferred Stock or Preference Stock are in arrears, see "Voting
Rights" above) to provide by charter amendment the extent to which and on what
terms and conditions a series so created shall participate in dividends in
excess of the fixed preferential dividends thereon, or in distribution of assets
in excess of the fixed preferential distribution to preference shareholders.
The Company's charter provides that no Preference Stock shall be issued
unless at the time of issuance, the net earnings of the Company, over and above
operating expenses (including allowance for depreciation and other reserves),
fixed charges and any other deductions from or charges against income (including
dividend requirements on stock ranking prior to Preference Stock) which rank
prior to dividends on the Preference Stock, for a period of twelve successive
calendar months ending within the three calendar months immediately preceding
the month in which such Preference Stock is issued, shall have been at least
twice preferential dividends for one year on all Preference Stock already
outstanding and to be issued.
FULLY PAID AND NONASSESSABLE: The New Preference Stock, when issued in
accordance with the terms of offering described herein, will be fully paid and
nonassessable.
CERTAIN TAX MATTERS: The New Preference Stock will be exempt under
Pennsylvania law, as presently in effect, from all personal property taxes in
Pennsylvania.
5
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the New Preference Stock in any of the following ways:
(i) through underwriters or dealers, (ii) directly to a limited number of
purchasers or to a single purchaser, or (iii) through agents. The Prospectus
Supplement with respect to the series of New Preference Stock being offered
hereby sets forth the terms of the offering of such New Preference Stock,
including the name or names of any underwriters, the purchase price of such New
Preference Stock and the proceeds to the Company from such sale, any
underwriting discounts and other items constituting underwriters' compensation,
any initial public offering price and any discounts or concessions allowed or
reallowed to be paid to dealers and any securities exchanges on which such New
Preference Stock may be listed. Only underwriters named in a Prospectus
Supplement are deemed to be underwriters in connection with the New Preference
Stock offered thereby.
If underwriters are used in the sale of a series of New Preference Stock,
such New Preference Stock will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The New Preference Stock may be
either offered to the public through underwriting syndicates (any such syndicate
may be represented by managing underwriters which may be designated by the
Company), or directly by one or more underwriters acting alone. Unless otherwise
set forth in the Prospectus Supplement, the obligations of the underwriters to
purchase the New Preference Stock of the series offered thereby will be subject
to certain conditions precedent, and the underwriters will be obligated to
purchase all the shares of New Preference Stock if any are purchased. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
New Preference Stock may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement with
respect to any series of New Preference Stock sold in this manner sets forth the
name of any agent involved in the offer or sale of such series of New Preference
Stock as well as any commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent is acting on a
best efforts basis for the period of its appointment.
If dealers are utilized in the sale for any series of New Preference Stock,
the Company will sell such New Preference Stock to the dealers, as principal.
Any dealer may then resell such New Preference Stock to the public at varying
prices to be determined by such dealer at the time of resale. The name of any
dealer and the terms of the transaction will be set forth in the Prospectus
Supplement with respect to such New Preference Stock being offered hereby.
It has not been determined whether any series of the New Preference Stock
will be listed on a securities exchange. Underwriters will not be obligated to
make a market in any series of New Preference Stock. The Company can not predict
the activity of trading in, or liquidity of, any series of the New Preference
Stock.
Agents, underwriters and dealers may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments which the agents, underwriters or dealers
may be required to make in respect thereof. Agents, underwriters and dealers may
be customers of, engage in transactions with, or perform services for the
Company in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the New Preference Stock will be
passed upon for the Company by David A. Brune, Esq., General Counsel of the
Company, or Susan Wolf, Esq., Associate General Counsel of the Company, and for
the underwriters by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, N.Y. Cahill Gordon & Reindel will rely upon
the opinion of Mr. Brune or Miss Wolf as to matters of Maryland law and
applicability of the Public Utility Holding Company Act of 1935.
6
<PAGE>
EXPERTS
The consolidated balance sheets and statements of capitalization as of
December 31, 1992 and 1991 and the consolidated statements of income, cash
flows, common shareholders' equity and taxes for each of the three years in the
period ended December 31, 1992, and the consolidated financial statement
schedules listed in Item 14(a)(1) and (2) of the 1992 Form 10-K incorporated by
reference in this Prospectus from the 1992 Form 10-K have been incorporated
herein in reliance on the report of Coopers & Lybrand, independent accountants,
given on the authority of that firm as experts in accounting and auditing. Such
report includes explanatory paragraphs related to the recoverability of
replacement energy costs and changes in accounting methods.
7
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
NO DEALER, SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS INCLUDING ANY PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFER
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER, DEALER, OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF.
---------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Incorporation of Certain Documents by
Reference.................................... S-2
Use of Proceeds................................ S-2
Ratio of Earnings to Combined Fixed Charges and
Preferred and Preference Stock Dividends..... S-2
Description of the New Stock................... S-3
Underwriting................................... S-3
Experts........................................ S-4
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company.................................... 3
Use of Proceeds................................ 3
Ratio of Earnings to Combined Fixed Charges and
Preferred and Preference Dividend
Requirements................................. 3
Description of Preference Stock................ 4
Plan of Distribution........................... 6
Legal Opinions................................. 6
Experts........................................ 7
</TABLE>
600,000 SHARES
[BGE Logo]
6.99% Cumulative Preference Stock,
1995 Series
($100 par value)
-------------------
PROSPECTUS SUPPLEMENT
AUGUST 30, 1995
-------------------
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
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