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Registration No. 33-61297
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SECURITIES AND EXCHANGE COMMISSION
________________________
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
Baltimore Gas and Electric Company
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State of Incorporation)
52-0280210
(I.R.S. Employer Identification No.)
C. W. Shivery, Vice President
39 W. Lexington Street, Baltimore, Maryland 21201
(410) 234-5511
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices and Agent for Service)
_______________________
Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement also serves as a post-effective amendment of the
Registrant's Registration Statement on Form S-3 (Registration No. 33-
57704).
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED
AUGUST 23, 1995
$225,000,000
Baltimore Gas and Electric Company
Medium-Term Notes, Series D
Due from 9 months to 30 years from Date of Issue
______________
Baltimore Gas and Electric Company (the "Company") intends to sell from
time to time up to $225,000,000 aggregate principal amount of its unsecured
Medium-Term Notes, Series D (the "Notes"). Each Note will mature from 9
months to 30 years from the date of issue as determined by mutual agreement
of the initial purchasers and the Company. The Notes may be subject to
optional redemption prior to their stated maturity as indicated in an
accompanying supplement to this Prospectus (the "Pricing Supplement") but
will not be subject to conversion, amortization or any sinking fund.
The interest rate, or interest rate formula, for each Note will be
established by the Company at the date of issuance of such Note and will be
indicated in the applicable Pricing Supplement. Each interest-bearing Note
will bear interest at either (a) a fixed rate (a "Fixed Rate Note") or (b)
a variable rate determined by reference to an interest rate formula (a
"Floating Rate Note"), which may be adjusted by adding or subtracting a
Spread or multiplying by a Spread Multiplier, as indicated in the
applicable Pricing Supplement. Unless otherwise indicated in the
applicable Pricing Supplement, the interest rate formula for Floating Rate
Notes will be the Commercial Paper Rate, the Prime Rate, the CD Rate, the
Federal Funds Effective Rate, LIBOR, the Treasury Rate, or the CMT Rate.
Interest rates, or interest rate formulas, are subject to change by the
Company from time to time, but no such change will affect any Note
previously issued or which the Company has agreed to sell. Unless
otherwise indicated in the applicable Pricing Supplement, the interest
payment dates for Fixed Rate Notes will be each May 1 and November 1; the
interest payment dates for Floating Rate Notes will be specified in the
applicable Pricing Supplement. See "DESCRIPTION OF NOTES."
The Notes will be issued in minimum denominations of $100,000 and
integral multiples of $1,000 in excess thereof. Notes may be issued, as
specified in the applicable Pricing Supplement, in definitive form or may
be represented by a permanent global Note or Notes registered in the name
of The Depository Trust Company, as depositary (the "Depositary"), or a
nominee of the Depositary (each such Note represented by a permanent global
Note being referred to herein as a "Book-Entry Note"). Beneficial
interests in Book-Entry Notes will only be evidenced by, and transfers
thereof will only be effected through, records maintained by the Depositary
(with respect to its participants) and the Depositary's participants (with
respect to beneficial owners). Except as described under "DESCRIPTION OF
NOTES--Book-Entry Notes," owners of beneficial interests in a permanent
global Note will not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the holders thereof.
__________________________
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.
____________________________
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| Price to | Agents' | Proceeds
| Public (1) | Commission (2)(3) | to Company (2)(4)
---------------------------------------------------------------------------
Per Note| 100% | .125% - .750% | 99.875% - 99.250%
---------------------------------------------------------------------------
Total | $225,000,000 | $281,250-$1,687,500 | $224,718,750-$223,312,500
===========================================================================
(1) Unless otherwise indicated in a Pricing Supplement, Notes will be
issued at 100% of their principal amount.
(2) The Company will pay Lehman Brothers, Lehman Brothers Inc. (including
its affiliate Lehman Government Securities Inc.), and Goldman, Sachs &
Co. (the "Agents"), as agents, a commission ranging from .125% to
.750% of the principal amount of any Note, depending on its stated
maturity, sold through any such Agent. The Company also may sell
Notes to any Agent at a discount for resale to one or more purchasers
at varying prices related to prevailing market prices at the time of
resale, as determined by such Agent. In the case of Notes sold
directly to investors by the Company, no discount will be allowed or
commission paid.
(3) The Company has agreed to indemnify the Agents against certain civil
liabilities under the Securities Act of 1933.
(4) Before deduction of expenses payable by the Company estimated at
$330,000.
___________________
The Notes will be offered on a continuing basis by the Company through
the Agents, each of which has agreed to use all reasonable efforts to
solicit purchases of the Notes. The Company reserves the right to sell
Notes directly to purchasers on its own behalf. The Company also may sell
Notes to either Agent acting as principal for resale to one or more
purchasers. The Company reserves the right to withdraw, cancel or modify
the offer made hereby without notice. The Company or any Agent may reject
any offer to purchase Notes, in whole or in part. See "PLAN OF
DISTRIBUTION OF NOTES."
___________________
LEHMAN BROTHERS GOLDMAN, SACHS & CO.
________________, 1995
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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 7 World
Trade Center, Suite 1300, New York, New York 10048. 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, 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.
2
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THE COMPANY
The Company, incorporated under the laws 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, engages in natural gas
brokering. The Company is engaged in diversified businesses
primarily through two wholly owned subsidiaries, Constellation
Holdings, Inc. and its subsidiaries (collectively, the
Constellation Companies) and BGE Home Products & Services, Inc.
(HPS) and its subsidiary Maryland Environmental Systems, Inc.
(MES). HPS and MES businesses include selling and servicing gas
and electric appliances, kitchen remodeling, selling doors and
windows, the installation and servicing of heating and air
conditioning systems, and plumbing. The Constellation Companies'
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, 39 W. Lexington Street, 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 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 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," and the Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the
Reports on Forms 10-K and 10-Q that are incorporated by
reference.
3
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RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the
periods indicated is as follows:
Twelve Months Ended
________________________________________________________________
June 30, December 31,
_________ ____________________________________________________
1995 1994 1993 1992 1991 1990
------ ------ ------ ------ ------ ------
2.91 3.14 3.00 2.65 2.27 1.78
The Ratio of Earnings to Fixed Charges 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.
DESCRIPTION OF NOTES
General
The Notes will be issued under an indenture between the
Company and The Bank of New York (successor to Mercantile-Safe
Deposit and Trust Company), Trustee (the "Trustee"), dated as of
July 1, 1985, as supplemented by the Supplemental Indentures
dated as of October 1, 1987, and January 26, 1993, respectively
(the "Indenture"), which are incorporated by reference as
Exhibits to the Registration Statement. This Prospectus includes
brief outlines of certain provisions contained in the Indenture.
Such outlines do not purport to be complete and are qualified in
their entirety by express reference to the Indenture for a
complete statement of such provisions, including definitions of
certain terms used. Certain terms used herein without definition
are defined in the "GLOSSARY." The Indenture may be inspected at
the offices of the Trustee, at 101 Barclay Street, New York, New
York 10286.
The Indenture provides for the issuance from time to time of
additional series of indebtedness (such indebtedness together
with the Notes is herein called "Debt Securities") without limit.
Each series may differ as to terms, including maturity, interest
rate, redemption and sinking fund provisions, covenants, and
events of default. The Indenture does not contain any debt
covenants or provisions which may afford note holders protection
in the event of a highly leveraged transaction. The Company has
outstanding $283,550,000 aggregate principal amount of Debt
Securities under the Indenture.
4
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The Notes constitute a single series of Debt Securities for
purposes of the Indenture and are limited to an aggregate
principal amount of $225,000,000. The Notes will be unsecured
and will rank on a parity with all unsecured indebtedness of the
Company. The terms and conditions set forth herein shall apply
to each Note unless otherwise specified in the applicable Pricing
Supplement and such Note.
The Notes will be issued for a purchase price equal to 100%
of the principal thereof (unless otherwise provided in a Pricing
Supplement) in fully registered form in minimum denominations of
$100,000 and integral multiples of $1,000 in excess thereof.
Each Note will mature from nine months to thirty years from its
date of issue, as selected by the initial purchaser(s) and agreed
to by the Company. Reference is made to the relevant Pricing
Supplement with respect to the Notes being offered thereby for
the maturity date or dates thereof, the interest rate or rates
thereon and the other terms thereof, if any.
Notes may be issued, as indicated in the applicable Pricing
Supplement, in definitive form ("Definitive Notes") or may be
represented by a permanent global Note or Notes registered in the
name of the Depositary or its nominee. See "Book-Entry Notes"
below.
Payments of principal and interest payable at maturity or, if
applicable, upon redemption of any Definitive Note will be made
in immediately available funds, at the request of the holder, at
the office of _______________ (the "Paying Agent") in the Borough
of Manhattan, The City of New York, provided that the Note is
presented to the Paying Agent in time for the Paying Agent to
make such payments in such funds in accordance with its normal
procedures. The Notes will be denominated in U.S. dollars and
payments of principal of and interest on the Notes will be made
in U.S. dollars. With respect to payments of Book-Entry Notes at
maturity or, if applicable, upon redemption, see "Book-Entry
Notes" below.
The Notes will not be subject to any conversion, amortization
or sinking fund. The applicable Pricing Supplement will indicate
either that a Note cannot be redeemed prior to its maturity date
(the "Stated Maturity") or that a Note will be redeemable at the
option of the Company on or after a specified date prior to its
Stated Maturity at a specified price or prices (which may include
a premium) together with accrued interest thereon payable to, but
excluding, the date fixed for redemption. The Notes will be
redeemable in whole or in part in increments of $1,000 (provided
that if a Note is redeemed in part, any remaining principal
amount of such Note shall be at least $100,000) on notice by mail
given not more than 60 nor less than 30 days prior to the date
fixed for redemption. The Company may elect to redeem any Note,
in whole or in part, without redeeming any other Note.
The Definitive Notes may be presented for registration of
transfer or exchange at the office of the Paying Agent in the
Borough of Manhattan, The City of New York, and the Paying Agent
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will perform certain other duties with respect to redeemable
Notes. The Notes may be transferred or exchanged, subject to the
limitations provided in the Indenture, without the payment of any
service charge, other than any tax or other governmental charge
payable in connection therewith. With respect to transfers of
Book-Entry Notes and exchanges of permanent global Notes
representing Book-Entry Notes, see "Book-Entry Notes" below.
Interest Rate
General
Each Note will bear interest from its date of issue at the
fixed rate per annum or at the rate per annum determined pursuant
to the interest rate formula, stated therein and in the
applicable Pricing Supplement, until the principal thereof is
paid or made available for payment. Interest will be payable on
each Interest Payment Date (as defined below) and at Stated
Maturity or, if applicable, upon redemption. Each payment of
interest payable at Stated Maturity or, if applicable, upon
redemption shall include interest accrued to, but excluding, the
date of Stated Maturity or redemption. Interest will be payable
generally to the person (which, in the case of Book-Entry Notes,
shall be the Depositary or its nominee) in whose name a Note (or
any predecessor Note) is registered at the close of business on
the Record Date (as defined below) next preceding each Interest
Payment Date; provided, however, that interest payable at Stated
Maturity or, if applicable, upon redemption, will be payable to
the person (which, in the case of Book-Entry Notes, shall be the
Depositary or its nominee) to whom principal shall be payable.
The first payment of interest on any Note originally issued
between a Record Date and an Interest Payment Date or on an
Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Record Date to the registered owner
on such Record Date. Interest (other than interest payable at
Stated Maturity or, if applicable, upon redemption) will be paid,
at the Company's option, by check mailed to registered holders or
by wire transfer to any holder of record. For additional
information with respect to payments of interest on Book-Entry
Notes, see "Book-Entry Notes" below. Interest rates, or interest
rate formulas, will be subject to change by the Company from time
to time, provided that any change in interest rates, or interest
rate formulas, will not affect any Note previously issued or
which the Company has agreed to sell. The interest rate on the
Fixed Rate Notes and the Floating Rate Notes will in no event be
higher than the maximum rate permitted by Maryland law, as the
same may be modified by United States law of general application.
Fixed Rate Notes
The applicable Pricing Supplement relating to a Fixed Rate
Note will designate a fixed rate of interest per annum payable on
such Note. Unless otherwise indicated in the applicable Pricing
Supplement, interest with respect to Fixed Rate Notes will be
paid semi-annually each May 1 and November 1 and at Stated
Maturity or, if applicable, upon redemption. If any Interest
Payment Date or the Stated Maturity (or, if applicable, the date
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of redemption) of a Fixed Rate Note falls on a day that is not a
Business Day, payment of principal, premium, if any, or interest
will be made on the next Business Day as if it were made on the
date such payment was due, and no interest will accrue on the
amount so payable for the period from and after such Interest
Payment Date or the Stated Maturity (or the date of redemption),
as the case may be. The Record Dates for such Notes will be the
April 15 and October 15 next preceding the May 1 and November 1
Interest Payment Dates. Unless otherwise indicated in the
applicable Pricing Supplement, interest payments for Fixed Rate
Notes shall be the amount of interest accrued to, but excluding,
the relevant Interest Payment Date. Interest on such Notes will
be computed on the basis of a 360-day year of twelve 30-day
months.
Floating Rate Notes
The applicable Pricing Supplement relating to a Floating Rate
Note will designate an interest rate formula for such Floating
Rate Note. Such formula may be: (a) the Commercial Paper Rate,
in which case such Note will be a Commercial Paper Rate Note, (b)
the Prime Rate, in which case such Note will be a Prime Rate
Note, (c) the CD Rate, in which case such Note will be a CD Rate
Note, (d) the Federal Funds Effective Rate, in which case such
Note will be a Federal Funds Effective Rate Note, (e) LIBOR, in
which case such Note will be a LIBOR Note, (f) the Treasury Rate,
in which case such Note will be a Treasury Rate Note, (g) the CMT
Rate, in which such case such Note will be a CMT Rate Note or (h)
such other interest rate formula as is set forth in such Pricing
Supplement. The applicable Pricing Supplement for a Floating
Rate Note also will specify the Spread and/or Spread Multiplier,
if any, applicable to each Note. Any Floating Rate Note may also
have either or both of the following: (a) a maximum numerical
interest rate limitation, or ceiling, on the rate of interest
which may accrue during any interest period (the "Maximum
Interest Rate"); and (b) a minimum numerical interest rate
limitation, or floor, on the rate of interest which may accrue
during any interest period (the "Minimum Interest Rate"). In
addition, such Pricing Supplement will define or particularize
for each Floating Rate Note the following terms, if applicable:
Calculation Agent, Calculation Dates, Initial Interest Rate,
Interest Payment Dates, Record Dates, Index Maturity, Interest
Determination Dates and Interest Reset Dates with respect to such
Note. See "GLOSSARY."
The rate of interest on each Floating Rate Note will be reset
daily, weekly, monthly, quarterly, semi-annually, annually or as
specified in the applicable Pricing Supplement. The Interest
Reset Date will be, in the case of Floating Rate Notes which
reset daily, each Business Day; in the case of Floating Rate
Notes (other than Treasury Rate Notes) which reset weekly, the
Wednesday of each week; in the case of Treasury Rate Notes which
reset weekly, the Tuesday of each week; in the case of Floating
Rate Notes which reset monthly, the third Wednesday of each
month; in the case of Floating Rate Notes which reset quarterly,
the third Wednesday of March, June, September and December; in
the case of Floating Rate Notes which reset semi-
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annually, the
third Wednesday of two months of each year, as indicated in the
applicable Pricing Supplement; and in the case of Floating Rate
Notes which reset annually, the third Wednesday of one month of
each year, as indicated in the applicable Pricing Supplement.
The interest rate in effect on each day shall be (a) if such day
is an Interest Reset Date, the interest rate with respect to the
Interest Determination Date pertaining to such Interest Reset
Date or (b) if such day is not an Interest Reset Date, the
interest rate with respect to the Interest Determination Date
pertaining to the next preceding Interest Reset Date; provided,
however, that (a) the interest rate in effect from the date of
issue of a Floating Rate Note (or that of a predecessor Note) to
the first Interest Reset Date with respect of such Floating Rate
Note will be the Initial Interest Rate (as set forth in the
applicable Pricing Supplement) and (b) the interest rate in
effect for the ten days immediately prior to Stated Maturity or
redemption will be that in effect on the tenth day preceding the
Stated Maturity or redemption date. If any Interest Reset Date
for any Floating Rate Note would otherwise be a day that is not a
Business Day, such Interest Reset Date will be postponed to the
next day that is a Business Day, except that in the case of a
LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately
preceding Business Day.
The Interest Determination Date pertaining to an Interest
Reset Date for a Commercial Paper Rate Note (the "Commercial
Paper Interest Determination Date"), a Prime Rate Note (the
"Prime Rate Interest Determination Date"), a CD Rate Note (the
"CD Rate Interest Determination Date"), a Federal Funds Effective
Rate Note (the "Federal Funds Effective Interest Determination
Date"), a LIBOR Note (the "LIBOR Interest Determination Date") or
a CMT Rate Note ( the "CMT Interest Determination Date") will be
the second Business Day preceding the Interest Reset Date with
respect to such Note. The Interest Determination Date pertaining
to an Interest Reset Date for a Treasury Rate Note (the "Treasury
Interest Determination Date") will be the day of the week in
which such Interest Reset Date falls on which Treasury bills
would normally be auctioned. Treasury bills are usually sold at
auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the
following Tuesday, except that such action may be held on the
preceding Friday. If, as the result of a legal holiday, an
auction is so held on the preceding Friday, such Friday will be
the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an
auction date shall fall on any Interest Reset Date for a Treasury
Rate Note, then such Interest Reset Date shall instead be the
first Business Day immediately following such auction date.
Unless otherwise indicated in the applicable Pricing
Supplement and except as provided below, interest will be
payable, in the case of Floating Rate Notes which reset daily or
weekly, on the third Wednesday of March, June, September and
December of each year; in the case of Floating Rate Notes which
reset monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each
8
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year (as indicated in the applicable Pricing Supplement); in the
case of Floating Rate Notes which reset quarterly, on the third
Wednesday of March, June, September and December of each year; in
the case of Floating Rate Notes which reset semi-annually, on the
third Wednesday of the two months of each year specified in the
applicable Pricing Supplement; and in the case of Floating Rate
Notes which reset annually, on the third Wednesday of the month
specified in the applicable Pricing Supplement (each an "Interest
Payment Date"), and in each case, at Stated Maturity and, if
applicable, upon redemption. If an Interest Payment Date with
respect to any Floating Rate Note would otherwise be a day that
is not a Business Day, such Interest Payment Date will be
postponed to the next day that is a Business Day, except that in
the case of a LIBOR Note, if such day is in the next succeeding
calendar month, such Interest Payment Date shall be the
immediately preceding Business Day. Unless otherwise indicated
in the applicable Pricing Supplement, the Record Date with
respect to Floating Rate Notes shall be the date 15 calendar days
prior to each Interest Payment Date, whether or not such date
shall be a Business Day.
Unless otherwise indicated in the applicable Pricing
Supplement, the interest payable on each Interest Payment Date
for a Floating Rate Note will be the amount of interest accrued
to, but excluding, the Interest Payment Date; provided, however,
that in the case of a Floating Rate Note the interest on which
resets daily or weekly, interest payable on any Interest Payment
Date, other than the interest payable on any date on which
principal on any such Note is payable, will include interest
accrued to and including the Record Date next preceding such
Interest Payment Date unless otherwise indicated in the
applicable Pricing Supplement.
The accrued interest for any period is calculated by
multiplying the face amount of such Floating Rate Note by an
accrued interest factor. Such accrued interest factor is
computed by adding the interest factor calculated for each day in
such period to the date for which accrued interest is being
calculated. The interest factor (expressed as a decimal rounded
upwards, if necessary, as described below) for each such day is
computed by dividing the interest rate (expressed as a decimal
rounded upwards, if necessary, as described below) applicable to
such date by 360, in the case of Commercial Paper Rate Notes,
Prime Rate Notes, CD Rate Notes, Federal Funds Effective Rate
Notes or LIBOR Notes, or by the actual number of days in the
year, in the case of Treasury Rate Notes or CMT Rate Notes.
Unless otherwise specified in a Pricing Supplement, all
percentages resulting from any calculation of Floating Rate Notes
will be rounded, if necessary, to the nearest one-hundred
thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545)
being rounded to 9.87655% (or .0987655) and 9.876544% (or
.09876544) being rounded to 9.87654% (or .0987654)), and all
dollar amounts used in or resulting from such calculation on
Floating Rate Notes will be rounded to the nearest cent (with one-
half cent being rounded upwards).
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Upon the request of the Holder of any Floating Rate Note, the
Calculation Agent will provide the interest rate then in effect,
and, if different, the interest rate which will become effective
as a result of a determination made on the most recent Interest
Determination Date with respect to such Floating Rate Note.
Commercial Paper Rate Notes
Each Commercial Paper Rate Note will bear interest at the
interest rate (calculated with reference to the Commercial Paper
Rate and the Spread and/or Spread Multiplier, if any) specified
on the face of such Commercial Paper Rate Note and in the
applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Commercial Paper Rate" means, with respect to any
Commercial Paper Interest Determination Date, the Money Market
Yield (calculated as described below) of the rate on such date
for commercial paper having the Index Maturity specified in the
applicable Pricing Supplement as published in H.15(519) under the
heading "Commercial Paper." In the event that such rate is not
published prior to 9:00 A.M., New York City time, on the
Calculation Date pertaining to such Commercial Paper Interest
Determination Date, then the Commercial Paper Rate will be the
Money Market Yield of the rate on such Commercial Paper Interest
Determination Date for commercial paper having the Index Maturity
specified in the applicable Pricing Supplement as published in
Composite Quotations under the heading "Commercial Paper." If
such rate was neither published in H.15(519) by 9:00 A.M., New
York City time, on such Calculation Date nor in Composite
Quotations by 3:00 P.M., New York City time, on such date, the
Commercial Paper Rate for that Commercial Paper Interest
Determination Date will be calculated by the Calculation Agent
and will be the Money Market Yield of the arithmetic mean for the
offered rates, as of 11:00 A.M., New York City time, on that
Commercial Paper Interest Determination Date, of three leading
dealers of commercial paper in The City of New York selected by
the Calculation Agent for commercial paper having the Index
Maturity specified in the applicable Pricing Supplement placed
for an industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized rating agency; provided,
however, that if fewer than three dealers selected as aforesaid
by the Calculation Agent are quoting as mentioned in this
sentence, the rate of interest in effect for the applicable
period will be the same as the rate of interest in effect for the
immediately preceding interest reset period.
"Money Market Yield" shall be a yield (expressed as a
percentage rounded upwards, if necessary, to the next higher one-
hundred thousandth of a percentage point) calculated in
accordance with the following formula:
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D X 360
Money Market Yield = ___________________ X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper
quoted on a bank discount basis and expressed as a decimal; and
"M" refers to the actual number of days in the period for which
interest is being calculated.
Prime Rate Notes
Each Prime Rate Note will bear interest at the interest rate
(calculated with reference to the Prime Rate and the Spread
and/or Spread Multiplier, if any) specified on the face of such
Prime Rate Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Prime Rate" means, with respect to any Prime Rate
Interest Determination Date, the rate set forth on such date in
H.15(519) under the heading "Bank Prime Loan." In the event that
such rate is not published prior to 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Prime Rate
Interest Determination Date, then the Prime Rate will be the
arithmetic mean (rounded upwards, if necessary, to the next
higher one-hundred thousandth of a percentage point) of the rates
of interest publicly announced by each bank that appear on the
Reuters Screen NYMF Page as such bank's prime rate or base
lending rate as in effect for that Prime Rate Interest
Determination Date. If fewer than four such rates but more than
one such rate appear on the Reuters Screen NYMF Page for the
Prime Rate Interest Determination Date, the Prime Rate will be
the arithmetic mean of the prime rates (quoted on the basis of
the actual number of days in the year divided by a 360-day year)
as of the close of business on such Prime Rate Interest
Determination Date by four major money center banks in The City
of New York selected by the Calculation Agent. If fewer than two
quotations are provided, the Prime Rate shall be determined on
the basis of the rates furnished in The City of New York by the
appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States,
or any State thereof, having total equity capital of at least
$500 million and being subject to supervision or examination by a
Federal or State authority, selected by the Calculation Agent to
provide such rate or rates; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the rate of interest in
effect for the immediately preceding interest reset period.
CD Rate Notes
Each CD Rate Note will bear interest at the interest rate
(calculated with reference to the CD Rate and the Spread and/or
Spread Multiplier, if any) specified on the face of such CD Rate
Note and in the applicable Pricing Supplement.
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Unless otherwise indicated in the applicable Pricing
Supplement, "CD Rate" means, with respect to any CD Rate Interest
Determination Date, the rate on such date for negotiable
certificates of deposit having the Index Maturity specified in
the applicable Pricing Supplement as published in H.15(519) under
the heading "CDs (Secondary Market)." In the event that such
rate is not published prior to 9:00 A.M., New York City time, on
the Calculation Date pertaining to such CD Rate Interest
Determination Date, then the CD Rate will be the rate on such CD
Rate Interest Determination Date for negotiable certificates of
deposit having the Index Maturity specified in the applicable
Pricing Supplement as published in Composite Quotations under the
heading "Certificates of Deposit." If such rate was neither
published in H.15(519) by 9:00 A.M., New York City time, on such
Calculation Date nor in Composite Quotations by 3:00 P.M., New
York City time, on such date, the CD Rate for that CD Interest
Determination Date shall be calculated by the Calculation Agent
and shall be the arithmetic mean of the secondary market offered
rates, as of 10:00 A.M., New York City time, on that CD Rate
Interest Determination Date, of three leading nonbank dealers of
negotiable U.S. dollar certificates of deposit in The City of New
York selected by the Calculation Agent for negotiable
certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity specified
in the applicable Pricing Supplement in a denomination of
$5,000,000; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate of interest in effect for
the applicable period will be the same as the rate of interest in
effect for the immediately preceding interest reset period.
Federal Fund Effective Rate Notes
Each Federal Funds Effective Rate Note will bear interest at
the interest rate (calculated with reference to the Federal Funds
Effective Rate and the Spread and/or Spread Multiplier, if any)
specified on the face of such Federal Funds Effective Rate Note
and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Federal Funds Effective Rate" means, with respect to
any Federal Funds Effective Interest Determination Date, the rate
on such date for Federal Funds as published in H.15(519) under
the heading "Federal Funds (Effective)" or, if not so published
prior to 11:00 A.M., New York City time, on the Calculation Date
pertaining to such Federal Funds Effective Interest Determination
Date, then the Federal Funds Effective Rate will be the rate on
such Federal Funds Effective Interest Determination Date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate." If such rate was neither published in
H.15(519) by 11:00 A.M., New York City time, on such Calculation
Date nor in Composite Quotations by 3:00 P.M., New York City
time, on such date, the Federal Funds Effective Rate for that
Federal Funds Effective Interest Determination Date will be
calculated by the Calculation Agent and will be the arithmetic
mean of the rates, as of 11:00 A.M., New York City time, on that
Federal Funds Effective Interest Determination Date, for the last
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transaction in overnight Federal Funds arranged by three leading
brokers of Federal Funds transaction in The City of New York
selected by the Calculation Agent; provided, however, that if
fewer than three brokers selected as aforesaid by the Calculation
Agent are quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as
the rate of interest in effect the immediately preceding interest
reset period.
LIBOR Notes
Each LIBOR Note will bear interest at the interest rate
(calculated with reference to LIBOR and the Spread and/or Spread
Multiplier, if any) specified on the face of such LIBOR Note and
in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, LIBOR will be determined by the Calculation Agent in
accordance with the following provisions:
(a) With respect to any LIBOR Interest Determination
Date, LIBOR will be determined by either (i) the arithmetic
mean of the offered rates for deposits in U.S. dollars
having the Index Maturity specified in the applicable
Pricing Supplement, commencing on the second Business Day
immediately following such LIBOR Interest Determination
Date, that appear on the Reuters Screen LIBO Page as of
11:00 A.M., London time, on that LIBOR Interest
Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page, or (ii) the rate for
deposits in U.S. dollars having the Index Maturity
designated in the applicable Pricing Supplement, commencing
on the second London Business Day immediately following such
LIBOR Interest Determination Date, that appears on the
Telerate Page 3750 as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If neither Reuters
Screen LIBO Page nor Telerate Page 3750 is specified in the
applicable Pricing Supplement, LIBOR will be determined as
if Telerate Page 3750 had been specified. In the case where
(i) above applies, if fewer than two offered rates appear on
the Reuters Screen LIBO Page, or, in the case where (ii)
above applies, if no rate appears on the Telerate Page 3750,
as applicable, LIBOR in respect of that LIBOR Interest
Determination Date will be determined as if the parties had
specified the rate described in (b) below.
(b) With respect to a LIBOR Interest Determination Date
on which this provision applies, LIBOR will be determined on
the basis of the rates at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date at which
deposits in U.S. dollars having the Index Maturity specified
in the applicable Pricing Supplement are offered to prime
banks in the London interbank market by four major banks in
the London interbank market selected by the Calculation
Agent commencing on the second Business Day immediately
following such LIBOR Interest Determination Date and in a
principal amount not less than $1,000,000 that in the
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Calculation Agent's judgment is representative for a single
transaction in such market at such time (a "Representative
Amount"). The Calculation Agent will request the principal
London office of each of such banks to provide a quotation
of its rate. If at least two such quotations are provided,
LIBOR for such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two
quotations are provided, LIBOR for such LIBOR Interest
Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., New York City time, on
such LIBOR Interest Determination Date by three major banks
in The City of New York, selected by the Calculation Agent,
for loans in U.S. dollars to leading European banks having
the specified Index Maturity commencing on the second
Business Day immediately following such LIBOR Interest
Determination Date and in a Representative Amount; provided,
however, that if fewer than three banks selected as
aforesaid by the Calculation Agent are quoting as mentioned
in this sentence, the rate of interest in effect for the
applicable period will be the same as the rate of interest
in effect for the immediately preceding interest reset
period.
Treasury Rate Notes
Each Treasury Rate Note will bear interest at the interest
rate (calculated with reference to the Treasury Rate and the
Spread and/or Spread Multiplier, if any) specified on the face of
such Treasury Rate Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "Treasury Rate" means, with respect to any Treasury
Interest Determination Date, the rate for the most recent auction
of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified in the applicable Pricing
Supplement as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average
(Investment)" or, if not so published by 9:00 A.M., New York City
time, on the Calculation Date pertaining to such Treasury
Interest Determination Date, the auction average rate (expressed
as a bond equivalent, on the basis of a year of 365 or 366 days,
as applicable, and applied on a daily basis) for such auction as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury bills having the Index Maturity specified in the
applicable Pricing Supplement are neither published in H.15(519)
by 9:00 A.M., New York City time, on such Calculation Date, nor
otherwise published or reported as provided above by 3:00 P.M.,
New York City time, on such date, or if no such auction is held
in a particular week, then the Treasury Rate shall be calculated
by the Calculation Agent and shall be a yield to maturity
(expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates as of
approximately 3:30 P.M., New York City time, on such Treasury
Interest Determination Date, of three leading primary United
States government securities dealers in The City of New York
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selected by the Calculation Agent for the issue of Treasury bills
with a remaining maturity closest to the specified Index
Maturity; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as
mentioned in this sentence, the rate of interest in effect for
the period will be the same as the rate of interest in effect for
the immediately preceding interest reset period.
CMT Rate Notes
Each CMT Rate Note will bear interest at the interest rate
(calculated with reference to the CMT Rate and the Spread or
Spread Multiplier, if any) specified on the face of such CMT Rate
Note and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing
Supplement, "CMT Rate" means, with respect to any CMT Interest
Determination Date, the rate displayed on the Designated CMT
Telerate Page under the caption "... Treasury Constant
Maturities.. Federal Reserve Board Release H.15... Mondays
Approximately 3:45 P.M.," under the column for the Index Maturity
designated in the applicable Pricing Supplement for (i) if the
Designated CMT Telerate Page is 7055, the rate for the applicable
CMT Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the CMT Interest
Determination Date occurs. If no page is specified in the
applicable pricing supplement and on the face of such CMT Rate
Note, the Designated CMT Telerate Page shall be 7052, for the
most recent week. If such rate is no longer displayed on the
relevant page, or if not displayed by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such Treasury Constant
Maturity rate for the Index Maturity designated in the applicable
Pricing Supplement as published in the relevant H.15 (519). If
such rate is no longer published, or if not published by 3:00
P.M., New York City time, on the related Calculation Date, then
the CMT Rate for such CMT Interest Determination Date will be
such Treasury Constant Maturity rate for the Index Maturity
designated in the applicable Pricing Supplement (or other United
States Treasury rate for such Index Maturity for that CMT
Interest Determination Date with respect to such Interest Reset
Date) as may then be published by either the Federal Reserve
Board or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate
formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519). If such information is not
provided by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for that CMT Interest
Determination Date will be calculated by the Calculation Agent
and will be a yield to maturity, based on the arithmetic mean of
the secondary market closing offer side prices as of
approximately 3:30 P.M. (New York City time) on that CMT Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
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<PAGE>
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury Note") with an original maturity of approximately the
Index Maturity designated in the applicable Pricing Supplement
and a remaining term to maturity of not less than such Index
Maturity minus one year. If two Treasury Notes with an original
maturity as described in the preceding sentence have remaining
terms to maturity equally close to the Index Maturity designated
in the applicable Pricing Supplement, the quotes for the Treasury
Note with the shorter remaining term to maturity will be used.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for that CMT Interest Determination Date
will be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 P.M. (New York City
time) on that CMT Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the
number of years that is the next highest to the Index Maturity
designated in the applicable Pricing Supplement and a remaining
term to maturity closest to such Index Maturity and in an amount
of at least $100 million. If three or four (and not five) of
such Reference Dealers are quoting as described above, then the
CMT Rate will be based on the arithmetic mean of the offer prices
obtained and neither the highest nor the lowest of such quotes
will be eliminated; provided, however, that if fewer than three
Reference Dealers selected by the Calculation Agent are quoting
as described herein, the rate of interest in effect for the
applicable period will be the same as the rate of interest in
effect for the immediately preceding interest reset period.
Book-Entry Notes
Upon issuance, all Book-Entry Notes of like tenor and having
the same date of issue will be represented by a single permanent
global Note. Each permanent global Note representing Book-Entry
Notes will be deposited with, or on behalf of, the Depositary and
registered in the name of the Depositary or its nominee. Book-
Entry Notes will not be exchangeable for Definitive Notes at the
option of the holder and, except as set forth below, will not
otherwise be issuable in definitive form. Unless otherwise
specified in the applicable Pricing Supplement, DTC will be the
Depositary.
DTC has advised the Company and the Agents as follows: DTC
is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of
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1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts,
thereby eliminating the need for physical movement of securities
certificates. "Direct Participants" include securities brokers
and dealers (including the Agents), banks, trust companies,
clearing corporations, and certain other organizations. Access
to the DTC system is also available to others such as securities
brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect
Participants"). The Rules applicable to DTC and its Participants
are on file with the Securities and Exchange Commission.
Purchases of Book-Entry Notes under the DTC system must be
made by or through Direct Participants. Upon the issuance by the
Company of Book-Entry Notes represented by a permanent global
Note, the Depositary will credit, on its book-entry system, the
respective principal amounts of the Book-Entry Notes represented
by such permanent global Note to the accounts of Participants.
The accounts to be credited shall be designated by the Agents or
underwriters of such Book-Entry Notes, by certain other agents of
the Company or by the Company if such Book-Entry Notes are
offered and sold directly by the Company. The ownership interest
of each actual purchaser of each Note (a "Beneficial Owner") will
be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from DTC
of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or
Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the
Notes are expected to be effected by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership
interests in Notes, except as set forth below. To facilitate
subsequent transfers, all Notes deposited by Participants with
DTC will be registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Notes with DTC and their registration
in the name of Cede & Co. will not effect any change in
beneficial ownership. The laws of some states require that
certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws may impair the ability
to transfer beneficial interests in Book-Entry Notes represented
by a permanent global Note.
So long as the Depositary for a permanent global Note, or its
nominee, is the registered owner of such permanent global Note,
the Depositary or its nominee, as the case may be, will be
considered the sole owner or holder of the Book-Entry Notes
represented by such permanent global Note for all purposes under
the Indenture. Except as provided below, owners of beneficial
interests in Book-Entry Notes will not be entitled to have Book-
Entry Notes registered in their names, will not receive or be
entitled to receive physical delivery of Book-Entry Notes and
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<PAGE>
will not be considered the owners or holders thereof under the
Indenture unless and until it is exchanged in whole or in part
for Definitive Notes. A permanent global Note may not be
transferred except as a whole by the Depositary for such
permanent global Note to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee
of such Depositary or by the Depositary or any nominee to a
successor Depositary or any nominee of such successor.
The Company expects that conveyance of notices and other
communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants
and Indirect Participants to Beneficial Owners will be governed
by arrangement among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. In addition,
neither DTC nor Cede & Co. will consent or vote with respect to
Notes. The Company has been advised that DTC's usual procedure
is to mail an omnibus proxy to the Company as soon as possible
after the record date with respect to such consent or vote. The
omnibus proxy would assign Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the Notes
are credited on such record date (identified in a listing
attached to the omnibus proxy).
Payments of principal of and interest, if any, on the Book-
Entry Notes represented by a permanent global Note registered in
the name of the Depositary or its nominee will be made by the
Company through the Paying Agent to the Depositary or its
nominee, as the case may be, as the registered owner of such
permanent global Note. Neither the Company, the Trustee, any
Paying Agent nor the registrar for the Notes will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests in a permanent global Note or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests.
The Company has been advised that DTC will credit the
accounts of Direct Participants with payment in amounts
proportionate to their respective holdings in principal amount of
interest in any permanent global Note as shown on the records of
DTC. The Company has been advised that DTC's practice is to
credit Direct Participants' accounts on the applicable payment
date unless DTC has reason to believe that it will not receive
payment on such date. The Company expects that payments by
Participants to Beneficial Owners will be governed by standing
customer instructions and customary practices, as is now the case
with securities held for the accounts of customers. Such
payments will be the responsibility of such Participants.
If the Depositary with respect to any permanent global Note
is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by the Company within 90
days, the Company will issue Definitive Notes in exchange for the
Book-Entry Notes represented by such permanent global Note. In
addition, the Company may at any time and in its sole discretion
determine not to use the Depositary's book-entry system, and, in
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such event, will issue Definitive Notes in exchange for the Book-
Entry Notes represented by such permanent global Note.
Defaults and Waiver Thereof
The Indenture provides that the happening of one or more of
the following events shall constitute an Event of Default with
respect to the Notes: (i) default for 30 days in the payment of
any installment of interest on the Notes; (ii) default in the
payment, when due at maturity or otherwise, of the principal of
(or premium, if any, on) the Notes; (iii) default, for 60 days
after appropriate written notice, in the observance or
performance of any other of the covenants or agreements of the
Company contained in the Notes or contained in the Indenture for
the benefit of the Notes; and (iv) certain events of insolvency.
In case an Event of Default shall have occurred and be continuing
with respect to the Notes, the Trustee or the holders of at least
25% in aggregate principal amount of the Notes which are then
outstanding may declare the principal of the Notes to be due and
payable immediately, but such declaration may be annulled, and
certain past defaults waived, by the holders of not less than a
majority in aggregate principal amount of the Notes, upon the
conditions provided in the Indenture.
The Indenture provides that the Trustee shall, within ninety
days after the occurrence of a default with respect to the Notes,
give to the holders of the Notes notice of all uncured defaults
known to it (the term "default" being defined to include the
events specified above without grace periods or notice); provided
that, except in the case of default in the payment of principal
(or premium, if any) or interest, if any, in respect of the
Notes, the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee
or a trust committee of directors or responsible officers or
both, of the Trustee, in good faith determines that the
withholding of such notice is in the interest of such holders.
The Company will be required to furnish to the Trustee annually
an officers' certificate to the effect that the Company is not in
default under any provisions of the Indenture.
Subject to the provisions of the Indenture relating to the
duties of the Trustee, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the
request, order or direction of any of the holders of the Notes,
unless such holders shall have offered to the Trustee reasonable
indemnity. Subject to such provisions for indemnification, the
holders of a majority in principal amount of the Notes then
outstanding under the Indenture will have the right to direct the
time, method and place of conducting any proceedings for any
remedy available to, or exercising any trust or power conferred
on, the Trustee with respect to the Notes.
Modification of the Indenture
The Indenture provides that, with the consent of the holders
of not less than 66 2/3% in aggregate principal amount of the
Debt Securities of all series to be affected (including the
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Notes) which are then outstanding under the Indenture (voting as
one class), modifications and alterations of the Indenture may be
made which affect the rights of the holders of the Debt
Securities of each such series, but no such modification or
alteration may be made which, among other things, would (i)
extend the fixed maturity of any Debt Security (including any
Note) or reduce the principal amount thereof or reduce the rate
or change the method of establishing the rate or extend the time
or payment of any interest thereon, or reduce any premium payable
upon the redemption thereof or (ii) reduce the above-stated
percentage of holders required to modify or alter the Indenture,
without the consent of all holders of the Debt Securities
(including the Notes) then outstanding under the Indenture to be
affected thereby. The Indenture also permits the Company and the
Trustee to enter into supplemental indentures without the consent
of the holders of Debt Securities of any series (including the
Notes) for certain purposes specified in the Indenture, including
the making of such other provisions in regard to matters arising
under the Indenture which shall not adversely affect the interest
of the holders of such Debt Securities.
Consolidations, Mergers and Sales of Assets
The Indenture provides that the Company may not merge or
consolidate with any other corporation or sell or convey all or
substantially all of its assets as an entirety to any other
corporation, unless (i) either the Company shall be the
continuing corporation or the successor corporation shall
expressly assume the payment of the principal of (and premium, if
any) and interest, if any, on the Debt Securities (including the
Notes) and the performance and observance of all of the covenants
and conditions of the Indenture binding upon the Company, and
(ii) the Company or such successor corporation shall not,
immediately after such merger or consolidation, or such sale or
conveyance, be in default in performance of any such covenant or
condition.
The Indenture does not contain any covenant or other
provision that specifically is intended to afford holders of the
Notes special protection in the event of a highly leveraged
transaction.
PLAN OF DISTRIBUTION OF NOTES
Under the terms of an Agency Agreement, to be executed
between the Company and each Agent (the "Agency Agreement"), the
Notes will be offered on a continuing basis by the Company
through the Agents, each of which has agreed to use all
reasonable efforts to solicit purchases of the Notes. The
Company will pay each Agent a commission of from .125% to .750%
of the principal amount of each Note, depending on its maturity,
sold through such Agent. The Company has reserved the right to
appoint other agents from time to time, which will be named in
the appropriate Pricing Supplement. The Company will have the
sole right to accept offers to purchase Notes and may reject any
such offer, in whole or in part. Each Agent shall have the
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right, in its discretion reasonably exercised, without notice to
the Company, to reject any offer to purchase Notes received by
it, in whole or in part.
The Company also may sell Notes to any Agent, acting as
principal, at a discount to be agreed upon at the time of sale,
for resale to one or more investors or to another broker/dealer
(acting as principal for purposes of resale) at a fixed price or
at varying prices related to prevailing market prices at the time
of such resale, as determined by such Agent.
The Notes may also be sold by the Company directly to
purchasers.
Payment of the purchase price of Notes will be required to be
made in funds immediately available in The City of New York.
The Agents may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 (the "Act"). The Company
has agreed to indemnify the Agents against and contribute toward
certain liabilities, including liabilities under the Act. The
Company has agreed to reimburse the Agents for certain expenses.
The Agents will not be obligated to make a market in the
Notes. The Company cannot predict the activity of trading in, or
liquidity of, the Notes.
Each of the Agents in the past has performed, and in the
future may perform, various services for the Company in the
ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the Notes will be
passed upon for the Company by David A. Brune, Esq., General
Counsel or Susan Wolf, Esq., Associate General Counsel of the
Company, and for the Agents 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 the applicability
of the Public Utility Holding Company Act of 1935.
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.
21
<PAGE>
Such report includes an explanatory paragraph related to the
recoverability of replacement energy costs.
GLOSSARY
Set forth below are definitions, or the locations elsewhere
of definitions, of some of the terms used in this Prospectus.
"Business Day" means any day other than a Saturday or Sunday
that (a) is not a day on which banking institutions in Baltimore,
Maryland, or in New York, New York, are authorized or obligated
by law or executive order to be closed, and (b) with respect to
LIBOR Notes only, is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"Calculation Agent" means the agent appointed by the Company
to calculate interest rates for Floating Rate Notes. Unless
otherwise provided in a Pricing Supplement, the Calculation Agent
will be _____________.
"Calculation Date" means the date on which the Calculation
Agent is to calculate an interest rate for a Floating Rate Note,
which is the applicable date set forth below, unless otherwise
indicated in the applicable Pricing Supplement:
Prime Rate - Tenth day after the related Prime Rate
Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day.
CD Rate - Tenth day after the related CD Rate Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day.
CMT Rate - Tenth day after the related CMT Interest
Determination Date or, if such day is not a Business Day,
the next succeeding Business Day.
Commercial Paper Rate - Tenth day after the related
Commercial Paper Rate Interest Determination Date or, if
such day is not a Business Day, the next succeeding Business
Day.
LIBOR - The LIBOR Interest Determination Date.
Treasury Rate - Tenth day after the related Treasury
Interest Determination Date or, if such day is not a
Business Day, the next succeeding Business Day.
Federal Funds Effective Rate - Tenth day after the
related Federal Funds Effective Interest Determination Date
or, if such day is not a Business Day, the next succeeding
Business Day.
"CD Rate" means the rate calculated as set forth under the
heading "Description of Notes - Floating Rate Notes - CD Rate
22
<PAGE>
Notes," unless otherwise indicated in the applicable Pricing
Supplement.
"CMT Rate" means the rate calculated as set forth under the
heading "Description of Notes - Floating Rate Notes - CMT Rate
Notes," unless otherwise indicated in the applicable pricing
supplement.
"Commercial Paper Rate" means the rate calculated as set
forth under the heading "Description of Notes - Floating Rate
Notes - Commercial Paper Rate Notes," unless otherwise indicated
in the applicable Pricing Supplement.
"Composite Quotations" means the daily statistical release
entitled "Composite 3:30 P.M. Quotations for U.S. Government
Securities," or any successor publication, published by The
Federal Reserve Bank of New York.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service on the page designated in the applicable
Pricing Supplement and on the face of such CMT Rate Note (or any
other page as may replace such page on that service) for the
purpose of displaying Treasury Constant Maturities as reported in
H.15(519).
"Federal Funds Effective Rate" means the rate calculated as
set forth under the heading "Description of Notes - Floating Rate
Notes - Federal Funds Effective Rate Notes," unless otherwise
indicated in the applicable Pricing Supplement.
"Fixed Rate Note" shall have the meaning set forth under the
heading "Description of Notes - Interest."
"Floating Rate Notes" shall have the meaning set forth under
the heading "Description of Notes - Interest."
"H.15(519)" means the weekly statistical release entitled
"Statistical Release H.15(519), Selected Interest Rates," or any
successor publication, published by the Board of Governors of the
Federal Reserve System.
"Index Maturity" means, with respect to a Floating Rate
Note, the period to maturity of the instrument of obligation on
which the interest rate formula is based, as indicated in the
applicable Pricing Supplement.
"Initial Interest Rate" means the rate at which a Floating
Rate Note will bear interest from its date of issue (or that of a
predecessor Note) to the first Interest Reset Date, as indicated
in the applicable Pricing Supplement.
"Interest Determination Date" means the date as of which the
interest rate for a Floating Rate Note is to be calculated, to be
effective as of the following Interest Reset Date and calculated
on the related Calculation Date (except in the case of LIBOR
which is calculated on the related LIBOR Interest Determination
Date). See the third paragraph under the heading
23
<PAGE>
"Description of
Notes - Floating Rate Notes" for the Interest Determination Dates
for Floating Rate Notes. The Interest Determination Dates for
any Floating Rate Note will also be indicated in the applicable
Pricing Supplement.
"Interest Reset Date" means the date on which a Floating
Rate Note will begin to bear interest at the variable interest
rate determined as of any Interest Determination Date. See the
second paragraph under the heading "Description of Notes -
Floating Rate Notes" for the applicable Interest Reset Dates for
such Notes. The Interest Reset Dates with respect to any
Floating Rate Note will also be set forth in the applicable
Pricing Supplement and in such Note.
"LIBOR" means the rate calculated as set forth under the
heading "Description of Notes - Floating Rate Notes - LIBOR
Notes," unless otherwise indicated in the applicable Pricing
Supplement.
"Prime Rate" means the rate calculated as set forth under
the heading "Description of Notes - Floating Rate Notes - Prime
Rate Notes," unless otherwise indicated in the applicable Pricing
Supplement.
"Reuters Screen LIBO Page" means the display designated as
page "LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on that service for the
purpose of displaying London interbank offered rates of major
banks).
"Reuters Screen NYMF Page" means the display designated as
page "NYMF" on the Reuters Monitor Money Rates Service (or such
other page as may replace the NYMF page on that service for the
purpose of displaying prime rates or base lending rates of major
United States banks).
"Spread" means the number of basis points specified in the
applicable Pricing Supplement as being applicable to the interest
rate for a particular Floating Rate Note.
"Spread Multiplier" means the percentage specified in the
applicable Pricing Supplement as being applicable to the interest
rate for a particular Floating Rate Note.
"Telerate Page 3750" means the display designated as page
"3750" on the Telerate Service (or such other page as may replace
the 3750 page on that service or such other service or services
as may be nominated by the British Bankers Association for the
purpose of displaying London interbank offered rates for U.S.
dollar deposits).
"Treasury Rate" means the interest rate calculated as set
forth under the heading "Description of Notes - Floating Rate
Notes - Treasury Rate Notes," unless otherwise indicated in the
applicable Pricing Supplement.
24
<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
Page
----
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Company 3
Use of Proceeds 3
Ratio of Earnings
to Fixed Charges 4
Description of Notes 4
Plan of Distribution
of Notes 20
Legal Opinions 21
Experts 21
Glossary 22
$225,000,000
[Company logo goes here]
Medium-Term Notes
Series D
________________
PROSPECTUS
_______ , 1995
________________
LEHMAN BROTHERS
GOLDMAN, SACHS & CO.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of
this Pre-Effective Amendment No. 1 to Registration Statement No.
33-61297.
II-1
<PAGE>
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-3 and has duly caused this
Pre-Effective Amendment No. 1 to Registration Statement No. 33-
61297 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 August, 1995.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ C. W. Shivery
-----------------------------
C. W. Shivery, Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Pre-Effective Amendment No. 1 to Registration Statement No.
33-61297 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 August 23, 1995
Board and Director
Principal financial and
accounting officer:
/s/ C. W. Shivery Vice President August 23, 1995
-------------------
C. W. Shivery
Directors:
* H. Furlong Baldwin
* J. Owen Cole
* Dan A. Colussy
* Edward A. Crooke
* James R. Curtiss Directors August 23, 1995
* Jerome W. Geckle
* Martin L. Grass
* Freeman A. Hrabowski III
* Nancy Lampton
* George V. McGowan
* George L. Russell, Jr.
* Michael D. Sullivan
*By: /s/ C. W. Shivery
--------------------------------
C. W. Shivery, Attorney-in-Fact
II-2
<PAGE>
EXHIBIT INDEX
Exhibit
Number
1(a)** - Form of Agency Agreement, including
Administrative Procedures; and Form of
Purchase Agreement, including Standard
Purchase Provisions.
1(b)** - Form of Agreement to Maintain Agency.
1(c)** - Form of Authentication Agency Agreement.
1(d)** - Form of Interest Calculation Agency
Agreement.
1(e)* - Form of Letter of Representations
(Designated as Exhibit 1(e) to Form S-3
Registration No. 33-57704).
4(a)* - Indenture dated as of July 1, 1985
between the Company and The Bank of New York
(successor to Mercantile-Safe Deposit and
Trust Company), Trustee (Designated as
Exhibit 4(a) in File No. 2-98443 Registration
Statement).
4(b)* - Supplemental Indenture dated as of
October 1, 1987 between the Company and The
Bank of New York (successor to Mercantile-
Safe Deposit and Trust Company), Trustee
(Designated as Exhibit 4(b) in Form 8-K dated
November 13, 1987, File No. 1-1910).
4(c)* - Supplemental Indenture dated as of
January 26, 1993 between the Company and The
Bank of New York (successor to Mercantile-
Safe Deposit and Trust Company), Trustee
(Designated as Exhibit 4(c) in Form 8-K dated
January 29, 1993, File No. 1-1910).
4(d)** - Form of Medium-Term Note, Series D
(Fixed Rate).
4(e)** - Form of Medium-Term Note, Series D
(Floating Rate).
5** - Opinion of Susan Wolf, Esq., Associate
General Counsel of the Company.
12** - Computation of Ratio of Earnings to
Fixed Charges.
<PAGE>
23(a)** - Consent of Susan Wolf, Esq., Associate
General Counsel of the Company (included in
Exhibit 5).
23(b) - Consent of Coopers & Lybrand,
Independent Certified Public Accountants.
24 - Power of Attorney.
25** - Statement of Eligibility and
Qualification under the Trust Indenture Act
of 1939 (Form T-1) of The Bank of New York
(successor to Mercantile-Safe Deposit and
Trust Company), Trustee.
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 year ended
December 31, 1987, File No. 1-1910).
__________________
* Incorporated by reference.
** Previously filed with Registration Statement No. 33-61297.
<PAGE>
Exhibit 23(b)
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
________
We consent to the incorporation by reference in Pre-
Effective Amendment No. 1 to Form S-3 Registration Statement
No. 33-61297 covering $125,000,000 principal amount of
Baltimore Gas and Electric Company Medium-Term Notes, Series
D (the "Notes"), which Registration Statement also serves as
Post-Effective Amendment No. 2 to Form S-3 Registration
Statement No. 33-57704 covering $100,000,000 principal
amount of the Notes (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, financial statements
and financial statement schedules are 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
August 23, 1995
Coopers & Lybrand L.L.P., a registered limited liability
partnership, is a member firm of Coopers & Lybrand
(International).
<PAGE>
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 and
C. W. Shivery and each of them their true and lawful attorneys
and agents to do any and all acts and things and to execute, in
their name 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 not exceeding
$225,000,000 principal amount of Medium-Term Notes, Series D of
said Company, maturing not more than thirty years after the date
as of which they are issued ($100,000,000 principal amount which
was previously registered under the Act, and $125,000,000
principal amount to be registered hereafter), all as authorized
by Resolutions adopted by the Board of Directors of Baltimore Gas
and Electric Company at a meeting held July 21, 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 Medium-Term
Notes, Series D, to any and all amendments to any registration
statement in respect to said Medium-Term Notes, Series D, or to
any instruments or documents filed as part of or in connection
with said registration statement 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 21st day of July,
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
<PAGE>
Exhibit 24
Page 2 of 2
Power of Attorney
in connection with
the registering of
not exceeding $225
million of Medium-
Term Notes, Series D
Directors
/s/ H. Furlong Baldwin /s/ Martin L. Grass
/s/ J. Owen Cole /s/ Freeman A. Hrabowski III
/s/ Dan A. Colussy /s/ Nancy Lampton
/s/ Edward A. Crooke /s/ George V. McGowan
/s/ James R. Curtiss /s/ George L. Russell, Jr.
/s/ Jerome W. Geckle /s/ Michael D. Sullivan
Dated: July 21, 1995
