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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
Baltimore Gas and Electric Company
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-0280210
(State of Incorporation) (I.R.S. Employer Identification No.)
39 W. Lexington Street
Baltimore, Maryland 21201
(Address of Principal Executive Offices) (Zip Code)
_______________________
Baltimore Gas and Electric Company
1995 Long-Term Incentive Plan
(Full Title of the Plan)
______________________
C. W. Shivery
Vice President
39 W. Lexington Street
Baltimore, Maryland 21201
(Name and Address of Agent for Service)
_______________________
410-234-5511
(Telephone Number, including Area Code, of Agent for Service)
________________________
CALCULATION OF REGISTRATION FEE
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| | Proposed | Proposed |
Title of | | maximum | maximum |
securities | Amount | offering | aggregate | Amount of
to be | to be | price | offering | registration
registered | registered | per share | price | fee
------------------------------------------------------------------------
Common Stock | 3,000,000 | $24 1/4 * | $72,750,000 | $25,086
(without par | Shares | | |
value) | | | |
=======================================================================
* Inserted solely for the purpose of calculating the registration
fee; computed on the basis of the average of the reported high and
low sales prices on the New York Stock Exchange-Composite
Transactions on May 18, 1995, as reported in THE WALL STREET JOURNAL
pursuant to Rule 457 (c).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed by Baltimore Gas and Electric
Company ("BGE") with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (File No. 1-1910), are
incorporated in this Registration Statement by reference as of
their respective dates of filing and shall be deemed to be a part
hereof:
(a) BGE's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (the "1994 Form 10-K").
(b) BGE's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(c) "Description of Common Stock" on pages 1 and 2 of BGE's
Form 8-A dated April 19, 1974, as amended by a Form 8 dated
January 25, 1990.
All documents filed by BGE pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement and prior to the termination of
the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Registration Statement and
to be a part hereof from the date of filing of such documents.
Item 5. 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
statement schedules listed in Item 14(a)(1) and (2) of the 1994
Form 10-K incorporated by reference in this Registration
Statement from the 1994 Form 10-K have been incorporated herein
in reliance on the report, which includes an explanatory
paragraph related to the recoverability of replacement energy
costs, of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and
auditing.
Item 6. Indemnification of Directors and Officers.
The following description of indemnification allowed under
Maryland statutory law is a summary rather than a complete
description. Reference is made to Section 2-418 of the
Corporations and Associations Article of the Maryland Annotated
Code, which is incorporated herein by reference, and the
following summary is qualified in its entirety by such reference.
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By a Maryland statute, a Maryland corporation may indemnify
any director who was or is a party or is threatened to be made a
party to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative ("Proceeding") by reason of the fact that he is a
present or former director of the corporation and any person who,
while a director of the corporation, is or was serving at the
request of the corporation as a director, officer, partner,
trustee, employee, or agent of another corporation, partnership,
joint venture, trust, other enterprise, or employee benefit plan
("Director"). Such indemnification may be against judgments,
penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with the Proceeding unless it is
proven that (a) the act or omission of the Director was material
to the cause of action adjudicated in the Proceeding and (i) was
committed in bad faith, or (ii) was the result of active and
deliberate dishonesty; or (b) the Director actually received an
improper personal benefit in money, property, or services; or (c)
in the case of any criminal action or proceeding, the Director
had reasonable cause to believe his act or omission was unlawful.
However, the corporation may not indemnify any Director in
connection with a Proceeding by or in the right of the
corporation if the Director has been adjudged to be liable to the
corporation. A Director or officer who has been successful in
the defense of any Proceeding described above shall be
indemnified against reasonable expenses incurred in connection
with the Proceeding. The corporation may not indemnify a
Director in respect of any Proceeding charging improper personal
benefits to the Director in which the Director was adjudged to be
liable on the basis that personal benefit was improperly
received. Notwithstanding the above provisions, a court of
appropriate jurisdiction, upon application of the Director or
officer may order indemnification if it determines that in view
of all the relevant circumstances, the Director or officer is
fairly and reasonably entitled to indemnification; however,
indemnification with respect to any Proceeding by or in the right
of the corporation or in which liability was adjudged on the
basis that personal benefit was improperly received shall be
limited to expenses. A corporation may advance reasonable
expenses to a Director under certain circumstances, including a
written undertaking by or on behalf of such Director to repay the
amount if it shall ultimately be determined that the standard of
conduct necessary for indemnification by the corporation has not
been met.
A corporation may indemnify and advance expenses to an
officer of the corporation to the same extent that it may
indemnify Directors under the statute.
The indemnification and advancement of expenses provided or
authorized by this statute may not be deemed exclusive of any
other rights, by indemnification or otherwise, to which a
Director or officer may be entitled under the charter, by-laws, a
resolution of shareholders or directors, an agreement or
otherwise.
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A corporation may purchase and maintain insurance on behalf
of any person who is or was a Director or officer, whether or not
the corporation would have the power to indemnify a Director or
officer against liability under the provision of this section of
Maryland law. Further, a corporation may provide similar
protection, including a trust fund, letter of credit or surety
bond, not inconsistent with the statute.
Article IV of the BGE's By-Laws reads as follows:
"Each person made or threatened to be made a party to
an action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that
such person is or was a director or officer of the Company,
or, at its request, is or was a director or officer of
another corporation, shall be indemnified by the Company (to
the extent indemnification is not otherwise provided by
insurance) against the liabilities, costs and expenses of
every kind actually and reasonably incurred by him as a
result of such action, suit or proceeding, or any threat
thereof or any appeal thereon, but in each case only if and
to the extent permissible under applicable common or
statutory law, state or federal. The foregoing indemnity
shall not be inclusive of other rights to which such person
may be entitled."
The Directors and officers of the Registrant are covered by
insurance indemnifying them against certain liabilities which
might be incurred by them in their capacities as such, including
certain liabilities arising under the Securities Act of 1933.
The premium for this insurance is paid by the Registrant.
Item 8. Exhibits.
Reference is made to the Exhibit Index filed as a part of
this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement;
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(iii) To include any material information with respect
to the plan of distribution not previously disclosed
in the Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on
Form S-3, Form S-8, or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by
the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file
a post-effective amendment to the Registration Statement to
include any financial statements required by Regulation 3-19
of Regulation S-X at the start of any delayed offering or
throughout a continuous offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a Director, officer or controlling person of the
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Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Baltimore Gas and Electric Company, the Registrant, certifies
that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore,
State of Maryland on the 23rd day of May, 1995.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
/s/ C. W. Shivery
By: ______________________________
C. W. Shivery, Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
Principal executive
officer and director:
* C. H. Poindexter Chairman of the May 23, 1995
Board and Director
Principal financial and
accounting officer:
/s/ C. W. Shivery
_____________________ Vice President May 23, 1995
C. W. Shivery
Directors:
* H. Furlong Baldwin
* Beverly B. Byron
* J. Owen Cole
* Dan A. Colussy
* Edward A. Crooke
* James R. Curtiss
* Jerome W. Geckle May 23, 1995
* Martin L. Grass
* Freeman A. Hrabowski III
* Nancy Lampton
* George V. McGowan
* George L. Russell, Jr.
* Michael D. Sullivan
/s/ C. W. Shivery
* By: __________________________________
C. W. Shivery, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number
_______
4(a) * - Charter of Baltimore Gas and Electric Company,
restated as of April 25, 1995. (Designated as
Exhibit 3(a) to the Form 10-Q for the quarter
ended March 31, 1995, File No. 1-1910.)
4(b) * - Baltimore Gas and Electric Company 1995 Long-Term
Incentive Plan. (Designated as Exhibit 10(c) to
the Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, File No. 1-1910.)
4(c) * - Form of Common Stock Certificate. (Designated as
Exhibit 4 to Form S-3 Registration Statement,
Registration No. 33-57658.)
5 - Opinion of Company Counsel as to legality.
23 - Consent of Coopers & Lybrand L.L.P., Independent
Certified Public Accountants.
24 - Power of Attorney.
99 * - Corporations and Associations Article, Section 2-
418 of the Annotated Code of Maryland.
(Designated as Exhibit 28(b) to the Annual Report
on Form 10-K for the fiscal year ended December
31, 1987, File No. 1-1910.)
_____________________________
* Incorporated by reference.
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Exhibit 5
DAVID A. BRUNE BALTIMORE GAS AND ELECTRIC COMPANY
GENERAL COUNSEL 39 W. LEXINGTON STREET
17TH FLOOR
BALTIMORE, MARYLAND 21201
410 234-5685
[Baltimore Gas and Electric Company Logo goes here]
May 19, 1995
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Gentlemen:
This opinion is provided in connection with the Registration
Statement on Form S-8 (the "Registration Statement") being
filed by Baltimore Gas and Electric Company ("BGE") with the
Securities and Exchange Commission ("Commission") under the
Securities Act of 1933, as amended, regarding the proposed
issuance of up to 3,000,000 shares of Common Stock without par
value (the "Common Stock") under BGE's 1995 Long Term Incentive
Plan (LTIP).
I am the General Counsel of BGE and head of its Legal
Department. I am generally familiar with BGE's corporate
history, properties, operations, Charter (including amendments,
supplements, and restatements thereto), and the issuance of its
securities outstanding. In connection with this opinion I,
together with attorneys I supervise, have considered, among other
things (1) the Charter of BGE; (2) the By-Laws of BGE; (3) the
corporate proceedings for approval of the LTIP; (4) the
Registration Statement; (5) the provisions of the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"),
together with an order dated January 16, 1956, issued by the
Commission (File No. 31-631) exempting BGE from the provisions of
the 1935 Act applicable to it as a holding company; and (6) such
other documents, transactions, and matters of law as we deemed
necessary in order to render this opinion.
This opinion is subject to the Registration Statement
becoming effective under the Securities Act of 1933, as amended.
<PAGE>
Baltimore Gas and Electric Company
May 19, 1995
Page 2
Based on the foregoing, I am of the opinion that the Common
Stock, when issued and delivered in accordance with the LTIP,
will constitute legally issued, fully paid, and nonassessable
shares of Common Stock of BGE.
I express no opinion as to the law of any jurisdiction other
than the law of the State of Maryland and the law of the United
States of America. The opinion expressed herein concerns only
the effect of the law (excluding the principles of conflicts of
law) of the State of Maryland and the United States of America as
currently in effect.
This opinion is provided solely for your benefit and may not
be relied upon by, or quoted to, any other person or entity, in
whole or in part, without my prior written consent.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to me in the
Registration Statement (and any amendments thereto) or the
prospectus constituting a part of the Registration Statement (and
any amendments or supplements thereto).
Very truly yours,
/s/ David A. Brune
lesleyh\opincom.doc
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement of Baltimore Gas and Electric Company on
Form S-8 covering 3,000,000 shares of Baltimore Gas and Electric
Company Common Stock (without par value) to be offered pursuant
to the Baltimore Gas and Electric Company 1995 Long-Term
Incentive Plan (the "Registration Statement") of our report,
dated January 20, 1995, which contains an explanatory paragraph
related to the recoverability of replacement energy costs, on our
audits of the consolidated financial statements and financial
statement schedules of Baltimore Gas and Electric Company and
Subsidiaries, as of December 31, 1994 and 1993 and for the years
ended December 31, 1994, 1993 and 1992, which report, is
incorporated by reference in the Registration Statement from the
Company's Annual Report on Form 10-K for the year ended December
31, 1994.
We also consent to the reference to our firm under the
caption "Experts" in the Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
May 19, 1995
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Exhibit 24
Page 1 of 2
BALTIMORE GAS AND ELECTRIC COMPANY
POWER OF ATTORNEY
_________________
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
directors and officers of Baltimore Gas and Electric Company
hereby constitute and appoint C. H. Poindexter, E. A. Crooke, C.
W. Shivery, and L. H. Church, and each of them their true and
lawful attorneys and agents to do any and all acts and things and
to execute, in their names any and all instruments which said
attorneys and agents, or any of them, may deem necessary or
advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in
respect thereof in connection with the registration under said
Act of 3,000,000 shares of Baltimore Gas and Electric Company
Common Stock (without par value) to be offered pursuant to the
Baltimore Gas and Electric Company 1995 Long-Term Incentive Plan,
all as authorized by Resolutions adopted by the Board of
Directors of Baltimore Gas and Electric Company at a meeting held
May 19, 1995, including specifically, but without limiting the
generality of the foregoing, power and authority to sign the
names of the undersigned directors and officers in the capacities
indicated below, to any registration statements to be filed with
the Securities and Exchange Commission in respect of said Common
Stock, to any and all amendments to any registration statement in
respect to said Common Stock and to any instruments or documents
filed as part of or in connection with said registration
statements or amendments to such documents; and each of the
undersigned hereby ratifies and confirms all that said attorneys
and agents, or any of them, shall do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed,
or caused to be subscribed, these presents this 19th day of May,
1995.
Signature
_________
/s/ C. H. Poindexter
Principal Executive Officer _______________________________
and Director C. H. Poindexter
Chairman of the Board and Director
/s/ C. W. Shivery
Principal Financial and _______________________________
Accounting Officer C. W. Shivery
Vice President
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Exhibit 24
Page 2 of 2
Power of Attorney in
connection with the
registration of 3,000,000
shares of Baltimore Gas
and Electric Company
Common Stock (without par
value) to be offered
pursuant to the Baltimore
Gas and Electric Company
1995 Long-Term Incentive
Plan.
Directors
_________
/s/ H. Furlong Baldwin /s/ Martin L. Grass
______________________________ ______________________________
/s/ Beverly B. Byron /s/ Freeman A. Hrabowski III
______________________________ ______________________________
/s/ J. Owen Cole /s/ Nancy Lampton
______________________________ ______________________________
/s/ Dan A. Colussy /s/ George V. McGowan
______________________________ ______________________________
/s/ Edward A. Crooke /s/ George L. Russell, Jr.
______________________________ ______________________________
/s/ James R. Curtiss /s/ Michael D. Sullivan
______________________________ ______________________________
/s/ Jerome W. Geckle
______________________________
Dated: May 19, 1995
