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Registration No. 33-50331
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 3
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 52-0280210
(State of Incorporation) (I.R.S. Employer Identification No.)
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)
_______________________
C. W. Shivery
Vice President and Chief Financial Officer
39 W. Lexington Street
Baltimore, Maryland 21201
(410) 234-5511
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_______________________
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_________________________________________________________
P R O S P E C T U S
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BALTIMORE GAS AND ELECTRIC COMPANY
$125,000,000
FIRST REFUNDING MORTGAGE BONDS
Baltimore Gas and Electric Company (the
"Company") intends from time to time to sell up to
$125,000,000 aggregate principal amount of its First
Refunding Mortgage Bonds (the "New Bonds") on terms to be
determined at the time of offering. The specific
designation, aggregate principal amount, maturity, rate
(or method of calculation) and times of payment of
interest, redemption, tender and sinking fund terms,
remarketing provisions, other specific terms and any
listing on a securities exchange of each series of the
New Bonds in respect of which this Prospectus is being
delivered will be set forth in a Prospectus Supplement
(the "Prospectus Supplement"), together with the terms of
offering of the New Bonds. The securities will be
offered as set forth under "PLAN OF DISTRIBUTION." See
"DESCRIPTION OF NEW BONDS" for other important
information about the New Bonds.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO
THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________________________________________________
The date of this Prospectus is 1996.
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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 at 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, 1995 (the "1995 Form 10-K").
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
(c) The Company's Current Report on Form 8-K filed February
6, 1996.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of the offering of the
securities offered hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom this
Prospectus is delivered, on the request of such person, a copy of
any and all of the documents referred to above which have been or
may be incorporated in this Prospectus by reference, other than
exhibits to such documents, unless the exhibits are specifically
incorporated by reference into the information that the
Prospectus incorporates. Requests for such copies should be
directed to Charles W. Shivery, Vice President, Baltimore Gas and
Electric Company, P.O. Box 1475, Baltimore, Maryland 21203, (410)
234-5511.
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THE COMPANY
The Company, incorporated under the law of the State of
Maryland on June 20, 1906, is a public utility primarily engaged
in the business of producing, purchasing and selling electricity,
and purchasing, transporting and selling natural gas within the
State of Maryland. The Company is qualified to do business in
the Commonwealth of Pennsylvania where it is participating in the
ownership and operation of two electric generating plants and the
District of Columbia where its federal affairs office is located.
The Company also owns two-thirds of the outstanding capital
stock, including one-half of the voting securities, of Safe
Harbor Water Power Corporation, a hydroelectric producer on the
Susquehanna River at Safe Harbor, Pennsylvania.
The Company is engaged in diversified businesses primarily
through four wholly owned subsidiaries, Constellation Holdings,
Inc. and its subsidiaries (collectively, the Constellation
Companies), BGE Home Products & Services, Inc. (HP&S) and its
subsidiary Maryland Environmental Systems, Inc. (MES), BGE Energy
Projects & Services, Inc. (EP&S), and BNG, Inc. The
Constellation Companies' businesses are concentrated in three
major areas - power generation projects, financial investments,
and real estate projects (including senior living facilities).
HP&S and MES are engaged in the sales and service of gas and
electric appliances, kitchen remodeling, the installation and
servicing of heating and air conditioning systems, and plumbing.
EP&S provides a broad range of customized energy services to
major customers which include electrical system improvements,
lighting and mechanical engineering services, campus and multi-
building systems, brokering and associated financial contracts
and district chilled water systems. BNG, Inc. engages in natural
gas brokering.
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.
The Company and Potomac Electric Power Company ("Pepco") on
September 22, 1995, signed an Agreement and Plan of Merger that
provides for the merger of both companies into Constellation
Energy Corporation (a new company created for use in the merger)
upon satisfaction of various conditions and the receipt of
required regulatory approvals. For details about the pending
merger, see the Company's Report on Form 10-Q for the quarter
ended March 31, 1996, and 1995 Form 10-K (see "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE") as well as the Registration
Statement on Form S-4 (Registration No. 33-64799) which is filed
as an exhibit to this registration statement by incorporation by
reference.
USE OF PROCEEDS
The net proceeds from the sale of the New Bonds offered
hereby will be used to meet capital requirements or for other
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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 balance
and interest rate for the twelve months ended March 31, 1996 were
$200,912,000 and 5.84%, respectively. To the extent that the net
proceeds from the sale of the New Bonds 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.
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
------------------------------------------------------------
March 31, December 31,
--------- -----------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
3.47 3.21 3.14 3.00 2.65 2.27
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 NEW BONDS
General
The New Bonds will be issued in one or more series under and
will be secured by an indenture between the Company and Bankers
Trust Company, Trustee (the "Trustee"), dated February 1, 1919,
as subsequently supplemented, amended and restated and as it is
to be supplemented by a supplemental indenture for each series of
New Bonds (such indenture, as so supplemented, amended and
restated, the "Mortgage"). This Prospectus includes brief
outlines of certain provisions contained in the Mortgage. Such
outlines do not purport to be complete and are qualified in their
entirety by express reference to the Mortgage, which is
incorporated by reference as an exhibit to the registration
statement. The Mortgage may be inspected at the offices of the
Corporate Trust and Agency Group of Bankers Trust Company, Four
Albany Street, New York, New York 10015.
Each series of New Bonds will have a stated principal amount,
maturity date, interest rate(s) (or the method of
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determining
such rate(s)), and other specific terms as may be determined at
the time of sale, all of which will be set forth in the
Prospectus Supplement relating to such series. For each series
of New Bonds issued in the form of variable rate remarketed new
bonds (the "Remarketed New Bonds"), there will also be other
provisions, including interest rate resets, remarketing
provisions, the Company's annual right to redeem the Remarketed
New Bonds, and the holders' annual right to tender the Remarketed
New Bonds (in which case the remarketing agent will use its best
efforts to remarket the tendered Remarketed New Bonds and may at
its option purchase the tendered Remarketed New Bonds; any
tendered Remarketed New Bonds not remarketed or purchased by the
remarketing agent must be repurchased and retired by the
Company); these other provisions are described generally in the
section of this Prospectus titled "Additional Provisions
Applicable to Remarketed New Bonds" and a specific description
will be set forth in the Prospectus Supplement relating to such
series.
New Bonds may be issued, as indicated in the applicable
Prospectus Supplement, in definitive form ("Definitive Bonds") or
may be represented by a permanent global Bond or Bonds ("Book-
Entry Bonds") registered in the name of a depositary or its
nominee (the "Depositary"). See "Book-Entry System" below.
Interest, payable at the times and at the rate(s) (or the
method of determining such rate(s)) set forth in such Prospectus
Supplement (subject to certain exceptions provided in the
Mortgage) will be paid to the persons in whose names the
Definitive Bonds are registered at the close of business on the
record date set forth therein and, at the option of the Company,
may be paid by checks mailed to such persons at their registered
addresses. The Definitive Bonds will be issued as registered
bonds in denominations of $1,000 and multiples thereof, and will
be exchangeable for other Definitive Bonds of the same series in
equal aggregate principal amounts without charge to the holders
except for any applicable tax or governmental charge.
The Mortgage does not contain any covenant or other provision
that specifically is intended to afford holders of the New Bonds
special protection in the event of a highly leveraged
transaction.
Book-Entry System
The Depository Trust Company
The Depository Trust Company, New York, New York ("DTC"),
will act as securities depositary for the Book-Entry Bonds. The
Book-Entry Bonds will be issued as a fully-registered security in
the name of Cede & Co., DTC's partnership nominee. One fully-
registered global certificate of the Book-Entry Bonds will be
issued in principal amount equal to the aggregate principal
amount for each series of the Book-Entry Bonds of like tenor and
having the same date of issue and maturity, and will be deposited
with DTC.
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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 1934, as amended. DTC holds securities that its
participants (the "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, banks, trust companies, clearing
corporations and certain other organizations ("Direct
Participants"). DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. 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.
Ownership of Bonds
Purchases of the Book-Entry Bonds under the DTC system must
be made by or through Direct Participants, which will receive a
credit for the Book-Entry Bonds on DTC's records. The ownership
interest of each actual purchaser of each Book-Entry Bond
("Beneficial Owner") is in turn to be recorded on the
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 Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership
interests in the Book-Entry Bonds are to be accomplished 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 the Book-
Entry Bonds, except in the event that use of the system for the
Book-Entry Bonds is discontinued under the circumstances
described below under "Discontinuance of Book-Entry Only System."
To facilitate subsequent transfers, all Book-Entry Bonds
deposited by Participants with DTC are registered in the name of
DTC's partnership nominee, Cede & Co. The deposit of Book-Entry
Bonds with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Book-Entry Bonds; DTC's
records reflect only the identity of the Direct Participants to
whose accounts such Book-Entry Bonds are credited, which may or
may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of
their customers.
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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 arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect
to securities. Under its usual procedures, DTC mails an omnibus
proxy to the Company as soon as possible after the record date.
The omnibus proxy assigns Cede & Co.'s consenting or voting
rights to those Direct Participants to whose accounts the
securities are credited on the record date (identified in a
listing attached to the omnibus proxy).
So long as a nominee of DTC is the registered owner of the
Book-Entry Bonds, references herein to the Bondholders or the
holders or owners of the Book-Entry Bonds shall mean DTC and
shall not mean the Beneficial Owners of the Book-Entry Bonds.
The Company and the Trustee will recognize DTC or its nominee as
the holder of all of the Book-Entry Bonds for all purposes,
including the payment of the principal or redemption price of and
interest on the Book-Entry Bonds, as well as the giving of
notices and any consent or direction required or permitted to be
given to or on behalf of the Bondholders under the Mortgage.
Neither the Company nor the Trustee will have any responsibility
or obligation to Participants or Beneficial Owners with respect
to payments or notices to Participants or Beneficial Owners.
Payments on and Redemption of Bonds
So long as New Bonds are held by DTC under a book-entry
system, principal and interest payments on the Book-Entry Bonds
will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the date on which such principal or
interest is payable in accordance with their respective holdings
shown on DTC's records unless DTC has reason to believe that it
will not receive payment on such date. Payments by Participants
to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not
of DTC, the Trustee, or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of
the Trustee, disbursement of such payments to Direct Participants
shall be the responsibility of DTC and disbursement of such
payments to the Beneficial Owners shall be the responsibility of
Participants.
So long as New Bonds are held by DTC under a book-entry
system, the Trustee will send any notice of redemption with
respect to the Book-Entry Bonds only to Cede & Co. Any failure
of DTC to advise any Direct Participant, or of any Direct
Participant to notify any Indirect Participant or any Beneficial
Owner, of any such notice and its content or effect will not
affect the validity of the proceedings for the redemption of the
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Book-Entry Bonds. If fewer than all of the Book-Entry Bonds are
selected for redemption, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant to be
redeemed. Any such selection of Direct Participants to which any
such partial redemption will be credited will not be governed by
the Mortgage and will not be made by the Company or the Trustee.
The Company and the Trustee cannot give any assurances that
DTC or the Participants will distribute payments of the principal
or redemption price of and interest on the Book-Entry Bonds paid
to DTC or its nominee, as the registered owner of the Book-Entry
Bonds, or any redemption or other notices, to the Beneficial
Owners or that they will do so on a timely basis or that DTC will
serve and act in the manner described in this Prospectus.
DTC may charge the Participants a sum sufficient to cover
any tax, fee or other governmental charge that may be imposed for
every transfer and exchange of a beneficial interest in the Book-
Entry Bonds, and the Participants may seek reimbursements
therefor from the Beneficial Owners.
Discontinuance of Book-Entry Only System
If DTC 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 Bonds
in exchange for the Book-Entry Bonds represented by such fully-
registered global certificate. In addition, the Company may at
any time and in its sole discretion determine not to use DTC's
book-entry system, and, in such event, will issue Definitive
Bonds in exchange for the Book-Entry Bonds represented by such
fully-registered global certificate.
Optional Redemption Provisions
The Prospectus Supplement for each series of New Bonds will
indicate if such series is subject to redemption at the option of
the Company prior to maturity. If so, the Prospectus Supplement
will include the terms of such redemption, which will be made
upon thirty days' notice and in the manner provided in the
Mortgage. Any series of New Bonds issued as Remarketed New Bonds
will be redeemable annually at the option of the Company at 100%
of principal plus accrued interest, and the holder will have an
annual right to tender the Remarketed New Bonds at such price,
all as described later in this Prospectus under the heading
"Additional Provisions Applicable to Remarketed New Bonds -
Annual Remarketing Date, Redemption and Tender Provisions." The
provisions of this paragraph do not apply to redemptions pursuant
to operation of the sinking fund described below.
(For applicable provisions of the Mortgage, see Article X,
Section 2, and supplemental indenture relating to such series of
New Bonds, paragraph number 2.)
Sinking Fund Provisions
The Prospectus Supplement for each series of New Bonds will
indicate if such Bonds are to be redeemable for the Sinking Fund,
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and if so, the date (if any) prior to which no such redemption
can be made and the applicable sinking fund redemption price.
The Mortgage requires that (1) the Company create a Sinking
Fund by payment to the Trustee annually on August 1 a sum equal
to 1% of the largest amount of all first refunding mortgage bonds
outstanding under the Mortgage ("Bonds") at any time during the
preceding twelve months, and (2) the Trustee apply these payments
to purchase Bonds (except for Bonds which have provisions
excluding them from being purchased for the Sinking Fund) at the
lowest obtainable prices. The Trustee may purchase Bonds for the
Sinking Fund in the open market or through responses to
invitations for sealed proposals, including from the Company, if
such purchases are possible at or below the applicable redemption
price. If not, the Trustee will acquire Bonds for the Sinking
Fund directly through the redemption provisions to which Bonds
are subject.
The lowest obtainable price cannot exceed the specified
sinking fund redemption price or, if none, the applicable regular
redemption price. In determining the lowest prices obtainable in
the purchase of Bonds for the Sinking Fund and in selecting Bonds
for redemption through the Sinking Fund, the Trustee may take
into consideration the interest rates, dates of maturity,
resultant yields to maturity and any other characteristics deemed
relevant by the Trustee. Accordingly, Bonds, including New
Bonds, subject to retirement by operation of the Sinking Fund may
or may not, in fact, be so retired. The Company is also required
to pay to the Trustee accrued interest on Bonds so purchased or
redeemed to the dates of purchase or redemption. All Bonds so
acquired are to be cancelled and no Bonds are to be issued under
the Mortgage in place of them.
(For applicable provisions of the Mortgage, see Article X,
Section 3, and supplemental indenture relating to such series of
New Bonds, paragraph number 2.)
Security
The New Bonds will be secured, equally and ratably with all
other Bonds outstanding at any time under the Mortgage, (A) by a
valid and direct first lien on all of the principal properties
and franchises now owned or hereafter acquired by the Company
subject (i) in the case of Pennsylvania real property, to a prior
lien for Pennsylvania local real property taxes for the current
year, which are not overdue, and (ii) to minor and unimportant
encumbrances which do not materially interfere with the use of
the properties by the Company; and (B) by a pledge of 100,000
shares of Class A stock and 100,000 shares of Class B stock of
Safe Harbor Water Power Corporation and the common stock of other
directly owned subsidiaries of the Company (but not stock of
second level subsidiaries, i.e. subsidiaries of subsidiaries).
With respect to substantially all of the personal property and
fixtures owned by the Company, the lien of the Mortgage has been
perfected as a security interest under the Maryland and
Pennsylvania Uniform Commercial Codes.
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The Mortgage contains an after-acquired property clause. The
lien upon after-acquired property (other than property in
Pennsylvania and improvements to property now owned) may not
become fully effective until such property is conveyed or
delivered to the Trustee. It is the Company's practice when
acquiring fee simple property in Maryland (not subject to a
purchase money mortgage) to have the conveyance made to itself
and the Trustee, and as to all other property, except securities
and certain personal property, to record deeds or supplemental
indentures from time to time conveying record title to such
property to the Trustee. Securities acquired by the Company
(except temporary investments intended to be reconverted into
cash) are deposited with the Trustee with instruments of transfer
in blank upon acquisition.
So long as the Company is entitled or permitted to retain
possession of the mortgaged property, the lien of the Mortgage
ordinarily is not effective upon merchandise or other property
acquired or produced for sale in the ordinary course of business,
upon cash (other than cash deposited with the Trustee pursuant to
certain provisions of the Mortgage) or securities not transferred
or delivered to the Trustee, or upon income.
(For applicable provisions of the Mortgage, see granting
clauses; Article III, Section 2; Article IV, Sections 1 and 3;
and Article X, Section 1.)
Issue of Additional Bonds
Subject to limitations imposed by any applicable law or any
supplemental indenture with respect to any existing series,
additional Bonds may be issued under the Mortgage as Bonds of any
existing series or a new series, in a principal amount equal to:
(a) the amount of cash deposited with the Trustee for such
purpose (which may thereafter be withdrawn upon the same basis
upon which additional Bonds may be issued); (b) 80% of the amount
of actual expenditures for Additional Property as defined in the
Mortgage (not in excess of the reasonable value of such
property), including to a specified extent securities of
subsidiaries, made within three years prior to the request for
issuance of such Bonds (and also in the case of Additional
Property subject to Prior Charges as so defined, additional Bonds
may be issued in an amount obtained by deducting the amount of
Prior Charges from 80% of the sum of such expenditures and such
Prior Charges); (c) the principal or par amounts of Prior Charges
acquired, paid or refunded; and (d) the principal amount of Bonds
previously authenticated under the Mortgage and paid or retired
(except by operation of the Sinking Fund). At March 31, 1996,
approximately $762,354,000 principal amount of Bonds was issuable
under clause (b) above, and approximately $640,192,000 principal
amount of Bonds was issuable under clause (d) above.
(For applicable provisions of the Mortgage, see Article I,
Sections 3, 5, 6, 7 and 8; and the definitions in Article XIV.)
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Events of Default
The Mortgage provides that the following constitute "events
of default:" (a) default for 60 days in payment of any interest
on any Bonds; (b) default in payment of the principal of any
Bonds; (c) default in observance or performance of any other
covenant or condition by the Company, and continuance of such
default for a period of 60 days after written notice thereof to
the Company; or (d) an order for appointment of a receiver of the
Company, or of all or any part of the mortgaged property which,
in the opinion of the Trustee, is prejudicial to the security of
the Bonds or to the interests of the holders of the Bonds, or for
the winding up or liquidation of the business and affairs of the
Company, or adjudicating the Company a bankrupt, or corporate
action taken on the part of the Company for any of the foregoing.
The Trustee must give the holders of the Bonds notice of all
defaults known to it within 90 days after the occurrence thereof
(disregarding any period of grace), unless such defaults shall
have been cured, but no such notice shall be given until at least
60 days after the occurrence of a default described in (a) or (c)
above; provided that, except in the case of default in the
payment of the principal of or interest on the Bonds, or in the
payment of any sinking fund installment, the Trustee may withhold
such notice so long as it determines that the withholding of such
notice is in the interests of the holders of the Bonds.
(For applicable provisions of the Mortgage, see Article V,
Section 2; Article IX; Article XII; and Article XIII, Section 5.)
Enforcement
Upon the written request of the holders of not less than a
majority in principal amount of the Bonds at the time
outstanding, in case of any "event of default," as defined in the
Mortgage (see above), it is the duty of the Trustee, upon being
offered satisfactory security and indemnity against costs,
expenses and liability, to take all needful steps for the
protection and enforcement of its rights and the rights of the
holders of Bonds and to exercise the powers of entry or sale
conferred by the Mortgage, or to take appropriate judicial
proceedings by action, suit or otherwise, as the Trustee shall
deem most expedient in the interest of the holders of such Bonds.
In case of a sale of the mortgaged property, whether under the
power of sale or pursuant to judicial proceedings, the principal
of all Bonds shall, if not previously due, immediately become due
and payable.
The holders of sixty-five percent in principal amount of the
Bonds outstanding have the right to direct and to control any
proceedings for any sale of the mortgaged property, or for the
foreclosure of the Mortgage, or for the appointment of a
receiver, or any other proceedings under the Mortgage; provided,
however, that the Trustee shall have the right to refuse to
comply with any direction or order of holders of the Bonds under
this provision if in its judgment compliance therewith would be
unjustly prejudicial to non-assenting holders.
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(For applicable provisions of the Mortgage, see Article V,
Sections 4, 5, 6 and 15.)
The Trustee
The Trustee is the registrar and paying agent under the
Mortgage and will serve as calculation agent for Bonds with
floating rates.
Annually, the Company is required to furnish the Trustee with
a certificate regarding its compliance with certain covenants of
the Mortgage and an opinion of counsel regarding the recording
and filing of the Mortgage and of each supplemental indenture.
(For applicable provisions of the Mortgage, see Article IX;
and Article XII, Sections 1 and 9.)
Additional Provisions Applicable To Remarketed New Bonds
The Company may issue one or more series of New Bonds in the
form of Remarketed New Bonds. In the applicable Prospectus
Supplement, the Company will designate one or more remarketing
agents for the series, each a "Remarketing Agent."
Initial Terms
The interest rate for a series of Remarketed New Bonds will
float. The Prospectus Supplement for any series of Remarketed
New Bonds will specify whether the interest rate will be reset
daily, weekly, monthly, quarterly, semi-annually or annually. It
will set forth the index by which the interest rate will be
determined such as LIBOR or Federal Funds Rate; the spread over
such index; and the interest payment dates.
Annual Remarketing Date, Redemption and Tender Provisions
The applicable Prospectus Supplement will specify an annual
remarketing date for each series of Remarketed New Bonds.
Pursuant to terms described in the Prospectus Supplement, the
Remarketing Agent, prior to the annual remarketing date, will
determine the applicable interest rate period, index, and spread,
and the Remarketing Agent will provide recordholders with this
information. The recordholders may do nothing, in which case
they will continue to hold the Remarketed New Bonds, or may
tender all or a portion of their Remarketed New Bonds. If the
Remarketed New Bonds are tendered, the recordholders will receive
principal plus accrued interest. The Remarketing Agent will
attempt on a best efforts basis to remarket the tendered
Remarketed New Bonds at a price of 100% of the principal amount
and may, at its option purchase any tendered Remarketed New Bonds
at such price; and, the Company will repurchase and retire on the
annual remarketing date any remaining unsold tendered Remarketed
New Bonds at a price of 100% of the principal amount, plus
accrued interest.
Remarketed New Bonds are subject to the sinking fund
provisions described in this Prospectus. Remarketed New Bonds
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<PAGE>
also are subject to redemption at the Company's option on any
annual remarketing date at 100% of principal together with
accrued interest.
PLAN OF DISTRIBUTION
The Company may sell any series of the New Bonds in any of
the following ways: (i) through underwriters or dealers; (ii)
directly to a limited number of purchasers or to a single
purchaser; or (iii) through agents. The Prospectus Supplement
with respect to the series of New Bonds being offered thereby
will set forth the terms of the offering of such New Bonds,
including the name or names of any underwriters, the purchase
price of such New Bonds and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting
underwriters' compensation, any initial public offering price and
any discounts or concessions allowed or reallowed or paid to
dealers and any securities exchanges on which such New Bonds may
be listed. Only underwriters named in a Prospectus Supplement
are deemed to be underwriters in connection with the New Bonds
offered thereby.
If underwriters are used in the sale of a series of New
Bonds, such Bonds will be acquired by the underwriters for their
own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. The New Bonds may be either offered to the public
through underwriting syndicates (any such syndicate may be
represented by managing underwriters which may be designated by
the Company), or directly by one or more underwriters acting
alone. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase the New Bonds of
the series offered thereby will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all
such New Bonds if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
New Bonds may be sold directly by the Company or through
agents designated by the Company from time to time. The
Prospectus Supplement with respect to any series of New Bonds
sold in this manner will set forth the name of any agent involved
in the offer or sale of such series of New Bonds as well as any
commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its
appointment.
If dealers are utilized in the sale of any series of New
Bonds, the Company will sell such New Bonds to the dealers, as
principal. Any dealer may then resell such New Bonds to the
public at varying prices to be determined by such dealer at the
time of resale. The name of any dealer and the terms of the
transaction will be set forth in the Prospectus Supplement with
respect to such New Bonds being offered thereby.
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<PAGE>
It has not been determined whether any series of the New
Bonds will be listed on a securities exchange. Underwriters will
not be obligated to make a market in any series of New Bonds.
The Company can not predict the activity of trading in, or
liquidity of, any series of the New Bonds.
Agents, underwriters and dealers may be entitled under
agreements entered into with the Company to indemnification by
the Company against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution
with respect to payments which the agents, underwriters or
dealers may be required to make in respect thereof. Agents,
underwriters and dealers may be customers of, engage in
transactions with, or perform services for the Company in the
ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the New Bonds will
be passed upon for the Company by David A. Brune, Esq., General
Counsel of the Company or Susan Wolf, Esq., Associate General
Counsel of the Company, and for the underwriters by Cahill Gordon
& Reindel (a partnership including a professional corporation),
New York, N.Y. Cahill Gordon & Reindel will not pass upon the
incorporation of the Company, titles to properties of the Company
or the lien of the Mortgage. Cahill Gordon & Reindel will rely
upon the opinion of Mr. Brune or Miss Wolf as to matters of
Maryland law and applicability of the Public Utility Holding
Company Act of 1935.
EXPERTS
The consolidated balance sheets and statements of
capitalization as of December 31, 1995 and 1994 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, 1995, and the consolidated financial
statement schedules listed in Item 14(a)(1) and (2) of the 1995
Form 10-K incorporated by reference in this Prospectus from the
1995 Form 10-K have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants,
given on the authority of that firm as experts in accounting and
auditing.
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<PAGE>
No dealer, salesman, or any other person has been authorized
to give any information or to make any representations other than
those contained in this Prospectus including any prospectus
supplement in connection with the offer contained in this
Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized
by the Company or any underwriter, dealer, or agent. This
Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of these securities in any jurisdiction to
any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
_______________________
TABLE OF CONTENTS
Prospectus
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
New Bonds 4
Plan of Distribution 13
Legal Opinions 14
Experts 14
$125,000,000
[Company logo goes here]
First Refunding Mortgage Bonds
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee .$ 78,125
Maryland Recordation Tax ............................ 270,000*
Prince George's County Transfer Tax ................. 29,000*
Services of Independent Accountants ................. 35,000*
Trustee's Fees and Expenses ......................... 70,000*
Printing Expenses, including Bonds .................. 60,000*
Bond Rating Fees .................................... 140,000*
Blue Sky and Legal Fees and Expenses ................ 50,000*
Miscellaneous Expenses .............................. 47,875*
Total .............................................. $780,000*
_____________
*Estimated (total amount based on the original $250 million
registration of New Bonds)
Item 15. 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.
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
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<PAGE>
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.
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 Company'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."
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<PAGE>
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.
Also, see indemnification provisions in the Form of Purchase
Agreement, including Form of Standard Purchase Provisions filed
as Exhibit 1(a) to this Post-Effective Amendment.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of
this Post-Effective Amendment No. 3 to the Registration
Statement.
Item 17. 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. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the
effective registration statement.
(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 Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
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<PAGE>
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.
(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
provisions described under Item 15 above, 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 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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<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
Post-Effective Amendment No. 3 to Registration Statement No. 33-
50331 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland on
the 14th day of June, 1996.
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 Post-Effective Amendment No. 3 to Registration Statement No.
33-50331 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 June 14, 1996
Board and Director
Principal financial and
accounting officer:
/s/ C. W. Shivery
_____________________ Vice President June 14, 1996
C. W. Shivery
Directors:
*H. Furlong Baldwin
*Beverly B. Byron
*J. Owen Cole
*Dan A. Colussy
*E. A. Crooke
*Jerome W. Geckle Directors June 14, 1996
*G. V. McGowan
*George L. Russell, Jr.
*Michael D. Sullivan
/s/ C. W. Shivery
*By: __________________________________
C. W. Shivery, Attorney-in-Fact
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