SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1996
Commission file number: 1-1910
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Baltimore Gas and Electric Company
Employee Savings Plan
Address same as issuer
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
Baltimore Gas and Electric Company
Gas and Electric Building, Charles Center
Baltimore, Maryland 21201
1
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plans)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
BALTIMORE GAS AND ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
/s/ Elaine Johnston
Date: June 12, 1997 By:___________________________________
Elaine W. Johnston
Plan Administrator
2
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator of the
Baltimore Gas and Electric Company
Employee Savings Plan
We have audited the accompanying statements of net assets available for
benefits of the Baltimore Gas and Electric Company Employee Savings Plan (the
Plan) as of December 31, 1996 and 1995 and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1996 and 1995, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions for the year
ended December 31, 1996 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The Fund Information in the statements of net assets available for
benefits and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and Fund Information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Baltimore, Maryland
May 16, 1997
3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Prospectuses of
Baltimore Gas and Electric Company prepared in accordance with the requirements
of Form S-8 (File Nos. 33-56084 and 33-59545) and Form S-3 (File Nos. 333-19263,
33-57658, 33-49801, 33-33559 and 33-45260) and the Prospectuses of Constellation
Energy Corporation prepared in accordance with the requirements of Form S-3
(File Nos. 333-24705 and 333-24855) of our report dated May 16, 1997
accompanying the financial statements and supplemental schedules of the
Baltimore Gas and Electric Company Employee Savings Plan as of December 31, 1996
and 1995 and for the years then ended, included in this Annual Report on Form
11-K of Baltimore Gas and Electric Company.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Baltimore, Maryland
June 12, 1997
4
<PAGE>
Page 1 of 2
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1996
Investment Funds
<TABLE>
<CAPTION>
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
-------------- -------------- --------------- ------------ --------------
Assets
Value of securities
<S> <C> <C> <C> <C> <C>
held in trust .................... $393,177,651 $293,158,104 $ 0 $100,019,547 $ 0
Value of guaranteed
investment contracts ............. 117,977,728 0 117,977,728 0 0
Loans outstanding to
plan participants ................ 28,521,694 0 0 0 28,521,694
Short-term investments ............. 4,892,749 93,924 4,768,894 29,931 0
Accrued dividends
receivable ....................... 4,360,607 4,360,572 0 35 0
Accrued interest
receivable ....................... 7,381 0 7,057 0 324
Accounts receivable ................ 204,724 202,201 1,959 564 0
------------ ------------ ------------ ------------ ------------
Total ..................... 549,142,534 297,814,801 122,755,638 100,050,077 28,522,018
------------ ------------ ------------ ------------ ------------
Liabilities
Accounts payable .................... 30,690 0 30,690 0 0
------------ ------------ ------------ ------------ ------------
Total ..................... 30,690 0 30,690 0 0
------------ ------------ ------------ ------------ ------------
Net assets available
for benefits ....................... $549,111,844 $297,814,801 $122,724,948 $100,050,077 $ 28,522,018
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
(continued next page)
5
<PAGE>
Page 2 of 2
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1996
(Continued)
Mutual Funds
<TABLE>
<CAPTION>
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
-------------- ------------- ------------- -------------- -------------- --------------
Assets
Value of securities
<S> <C> <C> <C> <C> <C> <C>
held in trust ................... $100,019,547 $ 3,251,223 $ 53,071,111 $ 25,691,149 $ 11,561,539 $ 6,444,525
Value of guaranteed
investment contracts ............ 0 0 0 0 0 0
Loans outstanding to
plan participants ............... 0 0 0 0 0 0
Short-term investments ............ 29,931 204 15,753 9,907 3,175 892
Accrued dividends
receivable ...................... 35 0 11 24 0 0
Accrued interest
receivable ...................... 0 0 0 0 0 0
Accounts receivable ............... 564 0 288 276 0 0
------------ ----------- ------------ ------------ ------------ ------------
Total .................... 100,050,077 3,251,427 53,087,163 25,701,356 11,564,714 6,445,417
------------ ----------- ------------ ------------ ------------ ------------
Liabilities
Accounts payable ................... 0 0 0 0 0 0
------------ ----------- ------------ ------------ ------------ ------------
Total .................... 0 0 0 0 0 0
------------ ----------- ------------ ------------ ------------ ------------
Net assets available
for benefits ...................... $100,050,077 $ 3,251,427 $ 53,087,163 $ 25,701,356 $ 11,564,714 $ 6,445,417
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
Page 1 of 2
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1995
Investment Funds
<TABLE>
<CAPTION>
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Assets
Value of securities
<S> <C> <C> <C> <C> <C>
held in trust .................... $364,272,880 $304,105,431 $ 0 $ 60,167,449 $ 0
Value of guaranteed
investment contracts ............. 123,879,233 0 123,879,233 0 0
Loans outstanding to
plan participants ................ 26,097,091 0 0 0 26,097,091
Short-term investments ............. 2,261,069 109,889 2,134,696 16,484 0
Accrued dividends
receivable ....................... 4,136,819 4,136,819 0 0 0
Accrued interest
receivable ....................... 1,093 0 1,093 0 0
Accounts receivable ................ 216,732 215,716 928 0 88
------------ ------------ ------------ ------------ ------------
Total ..................... 520,864,917 308,567,855 126,015,950 60,183,933 26,097,179
------------ ------------ ------------ ------------ ------------
Liabilities
Accounts payable .................... 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Total ..................... 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Net assets available
for benefits ....................... $520,864,917 $308,567,855 $126,015,950 $ 60,183,933 $ 26,097,179
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
(continued next page)
7
<PAGE>
Page 2 of 2
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1995
(Continued)
Mutual Funds
<TABLE>
<CAPTION>
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
-------------- ------------- -------------- -------------- ------------ --------------
Assets
Value of securities
<S> <C> <C> <C> <C> <C> <C>
held in trust ................... $60,167,449 $ 1,247,428 $37,622,250 $15,610,682 $ 3,977,965 $ 1,709,124
Value of guaranteed
investment contracts ............ 0 0 0 0 0 0
Loans outstanding to
plan participants ............... 0 0 0 0 0 0
Short-term investments ............ 16,484 0 11,328 3,817 1,339 0
Accrued dividends
receivable ...................... 0 0 0 0 0 0
Accrued interest
receivable ...................... 0 0 0 0 0 0
Accounts receivable ............... 0 0 0 0 0 0
----------- --------- ----------- ----------- ----------- -----------
Total .................... 60,183,933 1,247,428 37,633,578 15,614,499 3,979,304 1,709,124
----------- --------- ----------- ----------- ----------- -----------
Liabilities
Accounts payable ................... 0 0 0 0 0 0
----------- --------- ----------- ----------- ----------- -----------
Total .................... 0 0 0 0 0 0
----------- --------- ----------- ----------- ----------- -----------
Net assets available
for benefits ...................... $60,183,933 $ 1,247,428 $37,633,578 $15,614,499 $ 3,979,304 $ 1,709,124
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE>
Page 1 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1996
Investment Funds
<TABLE>
<CAPTION>
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity
- -------------------
Contributions:
Participant eligible
<S> <C> <C> <C> <C> <C>
pay contributions .................... $ 28,845,671 $ 9,051,141 $ 8,129,378 $ 11,665,152 $ 0
Net Participant rollover
contributions ........................ 229,886 43,286 (3,783) 190,383 0
Employer matching
contributions
Company stock fund ................... 9,277,360 9,277,360 0 0 0
------------ ------------ ------------ ------------ ------------
38,352,917 18,371,787 8,125,595 11,855,535 0
------------ ------------ ------------ ------------ ------------
Income:
Dividends
Stock ................................ 20,804,696 14,683,322 0 6,121,374 0
Employee stock account ............... 2,649,952 2,649,952 0 0 0
Interest ............................... 7,432,666 0 7,432,666 0 0
Interest on participant loans .......... 2,381,539 0 0 0 2,381,539
------------ ------------ ------------ ------------ ------------
33,268,853 17,333,274 7,432,666 6,121,374 2,381,539
------------ ------------ ------------ ------------ ------------
Participant loan repayments ............. 0 6,055,069 3,399,940 3,154,697 (12,609,706)
------------ ------------ ------------ ------------ ------------
0 6,055,069 3,399,940 3,154,697 (12,609,706)
------------ ------------ ------------ ------------ ------------
Participant interfund
transfers (net) ....................... 0 (6,413,726) (8,817,834) 15,231,560 0
------------ ------------ ------------ ------------ ------------
0 (6,413,726) (8,817,834) 15,231,560 0
------------ ------------ ------------ ------------ ------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(continued on next page)
9
<PAGE>
Page 2 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1996
(Continued)
Investment Funds
<TABLE>
<CAPTION>
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
-------------- -------------- -------------- -------------- --------------
Additions and Net
Investment Activity (Continued)
- -------------------------------
Net appreciation (depreciation) of investments:
Net depreciation
<S> <C> <C> <C> <C> <C>
of common stock ................. ($ 19,127,092) ($ 19,127,092) $ 0 $ 0 $ 0
Net appreciation
of mutual funds ................. 8,955,933 0 0 8,955,933 0
------------- ------------- ------------- ------------- -------------
(10,171,159) (19,127,092) 0 8,955,933 0
------------- ------------- ------------- ------------- -------------
Total additions and net
investment activity ................. 61,450,611 16,219,312 10,140,367 45,319,099 (10,228,167)
------------- ------------- ------------- ------------- -------------
Distributions:
Withdrawal and distribution
payments to participants ........ (33,203,684) (20,603,805) (9,500,502) (2,371,482) (727,895)
Loans to participants .............. 0 (6,368,561) (3,930,867) (3,081,473) 13,380,901
------------- ------------- ------------- ------------- -------------
Total Distributions ................. (33,203,684) (26,972,366) (13,431,369) (5,452,955) 12,653,006
------------- ------------- ------------- ------------- -------------
Change in net assets ................ 28,246,927 (10,753,054) (3,291,002) 39,866,144 2,424,839
Net assets available
for benefits,
beginning of year ............... 520,864,917 308,567,855 126,015,950 60,183,933 26,097,179
------------- ------------- ------------- ------------- -------------
Net assets available
for benefits,
end of year ..................... $ 549,111,844 $ 297,814,801 $ 122,724,948 $ 100,050,077 $ 28,522,018
============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
10
<PAGE>
Page 3 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1996
(Continued)
Mutual Funds
<TABLE>
<CAPTION>
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
-------------- ------------ ------------ ------------- ------------ -------------
Additions and Net
Investment Activity
- -------------------
Contributions:
Participant eligible
<S> <C> <C> <C> <C> <C> <C>
pay contributions .................... $11,665,152 $ 600,174 $ 4,769,721 $ 3,413,443 $ 1,731,528 $ 1,150,286
Net Participant rollover
contributions ........................ 190,383 31,676 28,917 32,770 57,853 39,167
----------- ------- ----------- ----------- ----------- -----------
11,855,535 631,850 4,798,638 3,446,213 1,789,381 1,189,453
----------- ------- ----------- ----------- ----------- -----------
Income:
Dividends .............................. 6,121,374 110,169 3,242,525 2,023,973 572,581 172,126
Interest ............................... 0 0 0 0 0 0
0
----------- ------- ----------- ----------- ----------- -----------
6,121,374 110,169 3,242,525 2,023,973 572,581 172,126
----------- ------- ----------- ----------- ----------- -----------
Participant loan repayments ............. 3,154,697 143,491 1,443,879 888,894 409,116 269,317
----------- ------- ----------- ----------- ----------- -----------
3,154,697 143,491 1,443,879 888,894 409,116 269,317
----------- ------- ----------- ----------- ----------- -----------
Participant interfund
transfers (net) ....................... 15,231,560 1,060,740 3,970,718 3,162,090 4,136,137 2,901,875
----------- --------- ----------- ----------- ----------- -----------
15,231,560 1,060,740 3,970,718 3,162,090 4,136,137 2,901,875
----------- --------- ----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
(continued on next page)
11
<PAGE>
Page 4 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1996
(Continued)
Mutual Funds
<TABLE>
<CAPTION>
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
-------------- ------------ ------------- -------------- ------------- ------------
Additions and Net
Investment Activity (Continued)
- -------------------------------
Appreciation
of mutual funds
Net Appreciation
<S> <C> <C> <C> <C> <C> <C>
of mutual funds .......... 8,955,933 198,204 5,189,263 2,044,904 1,104,691 418,871
---------- --------- ------------- ------------- ------------- -------------
8,955,933 198,204 5,189,263 2,044,904 1,104,691 418,871
---------- --------- ------------- ------------- ------------- -------------
Total additions and net
investment activity .......... 45,319,099 2,144,454 18,645,023 11,566,074 8,011,906 4,951,642
---------- --------- ------------- ------------- ------------- -------------
Distributions:
Withdrawal and distribution
payments to participants . (2,371,482) (44,262) (1,603,271) (540,132) (127,370) (56,447)
Loans to participants ....... (3,081,473) (96,193) (1,588,167) (939,085) (299,126) (158,902)
----------- --------- ------------- ------------- ------------- -------------
Total Distributions .......... (5,452,955) (140,455) (3,191,438) (1,479,217) (426,496) (215,349)
----------- --------- ------------- ------------- ------------- -------------
Change in net assets ......... 39,866,144 2,003,999 15,453,585 10,086,857 7,585,410 4,736,293
Net assets available
for benefits,
beginning of year ........ 60,183,933 1,247,428 37,633,578 15,614,499 3,979,304 1,709,124
----------- --------- ------------- ------------- ------------- -------------
Net assets available
for benefits,
end of year .............. $ 100,050,077 $ 3,251,427 $ 53,087,163 $ 25,701,356 $ 11,564,714 $ 6,445,417
============= ============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
12
<PAGE>
Page 1 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1995
Investment Funds
<TABLE>
<CAPTION>
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
------------- ------------ -------------- -------------- --------------
Additions and Net
Investment Activity
- -------------------
Contributions:
Participant eligible
<S> <C> <C> <C> <C> <C>
pay contributions .............................. $26,079,146 $ 9,041,608 $ 9,875,045 $ 7,162,493 $ 0
Participant rollover
contributions .................................. 616,695 37,346 134,922 444,427 0
Employer matching
contributions
Company stock fund ............................. 8,680,502 8,680,502 0 0 0
----------- ----------- ----------- ----------- -----------
35,376,343 17,759,456 10,009,967 7,606,920 0
----------- ----------- ----------- ----------- -----------
Income:
Dividends
Stock .......................................... 18,088,315 13,016,962 0 5,071,353 0
Employee stock account ......................... 2,795,421 2,795,421 0 0 0
Interest ......................................... 7,583,637 75,414 7,505,395 2,828 0
Interest on participant loans .................... 1,958,587 0 0 0 1,958,587
----------- ----------- ----------- ----------- -----------
30,425,960 15,887,797 7,505,395 5,074,181 1,958,587
----------- ----------- ----------- ----------- -----------
Participant loan repayments 0 4,852,461 3,265,736 1,562,918 (9,681,115)
Participant interfund
transfers (net) 0 (5,572,246) (1,021,356) 6,593,602 0
</TABLE>
The accompanying notes are an integral part of the financial statements.
(continued on next page)
13
<PAGE>
Page 2 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1995
(Continued)
Investment Funds
<TABLE>
<CAPTION>
BGE Common Interest Income Mutual
Total Stock Fund Fund Funds Loan Fund
-------------- --------------- ------------- -------------- --------------
Additions and Net
Investment Activity (Continued)
- -------------------------------
Appreciation
of investments:
Net appreciation
<S> <C> <C> <C> <C> <C>
of common stock ........................... $ 68,094,218 $ 68,094,218 $ 0 $ 0 $ 0
Net appreciation
of mutual funds ........................... 10,933,250 0 0 10,933,250 0
------------- ------------- ------------- ------------- -------------
79,027,468 68,094,218 0 10,933,250 0
------------- ------------- ------------- ------------- -------------
Total additions and net
investment activity ........................... 144,829,771 101,021,686 19,759,742 31,770,871 (7,722,528)
------------- ------------- ------------- ------------- -------------
Distributions:
Withdrawal and distribution
payments to participants .................. (33,546,952) (20,540,987) (10,313,506) (1,975,160) (717,299)
Loans to participants ........................ 0 (6,405,191) (3,676,721) (1,729,675) 11,811,587
------------- ------------- ------------- ------------- -------------
Total Distributions ........................... (33,546,952) (26,946,178) (13,990,227) (3,704,835) 11,094,288
------------- ------------- ------------- ------------- -------------
Change in net assets .......................... 111,282,819 74,075,508 5,769,515 28,066,036 3,371,760
Net assets available
for benefits,
beginning of year ......................... 409,582,098 234,492,347 120,246,435 32,117,897 22,725,419
------------- ------------- ------------- ------------- -------------
Net assets available
for benefits,
end of year ............................... $ 520,864,917 $ 308,567,855 $ 126,015,950 $ 60,183,933 $ 26,097,179
============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
14
<PAGE>
Page 3 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1995
(Continued)
Mutual Funds
<TABLE>
<CAPTION>
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
-------------- ------------- ------------- -------------- ------------ -------------
Additions and Net
Investment Activity
- -------------------
Contributions:
Participant eligible
<S> <C> <C> <C> <C> <C> <C>
pay contributions .............. $7,162,493 $ 132,251 $4,118,307 $2,276,163 $ 394,511 $ 241,261
Participant rollover
contributions .................. 444,427 89,484 93,638 139,108 54,529 67,668
---------- ---------- ---------- ---------- ---------- ----------
7,606,920 221,735 4,211,945 2,415,271 449,040 308,929
---------- ---------- ---------- ---------- ---------- ----------
Income:
Dividends ........................ 5,071,353 22,759 3,707,069 1,114,438 177,889 49,198
Interest ......................... 2,828 0 1,462 1,366 0 0
0
---------- ---------- ---------- ---------- ---------- ----------
5,074,181 22,759 3,708,531 1,115,804 177,889 49,198
---------- ---------- ---------- ---------- ---------- ----------
Participant loan repayments 1,562,918 27,796 954,332 444,336 86,771 49,683
Participant interfund
transfers (net) 6,593,602 966,438 (549,677) 1,498,202 3,358,183 1,320,456
</TABLE>
The accompanying notes are an integral part of the financial statements.
(continued on next page)
15
<PAGE>
Page 4 of 4
Baltimore Gas and Electric Company
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1995
(Continued)
Mutual Funds
<TABLE>
<CAPTION>
Total T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price T. Rowe Price
Mutual Balanced Equity Growth Small Cap International
Funds Fund Income Fund Stock Fund Value Fund Stock Fund
------------ ------------- ------------- -------------- ------------- ---------------
Additions and Net
Investment Activity (Continued)
- -------------------------------
Appreciation (depreciation)
of mutual funds
Net appreciation
(depreciation)
<S> <C> <C> <C> <C> <C> <C>
of mutual funds ................ 10,933,250 23,735 8,402,164 2,550,812 (49,520) 6,059
---------- ---------- ------------ ------------ ------------ ------------
10,933,250 23,735 8,402,164 2,550,812 (49,520) 6,059
---------- ---------- ------------ ------------ ------------ ------------
Total additions and net
investment activity ................ 31,770,871 1,262,463 16,727,295 8,024,425 4,022,363 1,734,325
---------- ---------- ------------ ------------ ------------ ------------
Distributions:
Withdrawal and distribution
payments to participants ....... (1,975,160) (3,704) (1,507,665) (442,889) (11,701) (9,201)
Loans to participants ............. (1,729,675) (11,331) (1,081,915) (589,071) (31,358) (16,000)
---------- ---------- ------------ ------------ ------------ ------------
Total Distributions ................ (3,704,835) (15,035) (2,589,580) (1,031,960) (43,059) (25,201)
---------- ---------- ------------ ------------ ------------ ------------
Change in net assets ............... 28,066,036 1,247,428 14,137,715 6,992,465 3,979,304 1,709,124
Net assets available
for benefits,
beginning of year .............. 32,117,897 0 23,495,863 8,622,034 0 0
---------- ---------- ------------ ------------ ------------ ------------
Net assets available
for benefits,
end of year .................... $ 60,183,933 $ 1,247,428 $ 37,633,578 $ 15,614,499 $ 3,979,304 $ 1,709,124
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
16
<PAGE>
BALTIMORE GAS AND ELECTRIC COMPANY
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL DESCRIPTION OF THE PLAN
Baltimore Gas and Electric Company (the Company), established the Baltimore
Gas and Electric Company Employee Savings Plan (Plan) and Trust Agreement, with
Bankers Trust Company as trustee on July 1, 1978. Effective June 30, 1995, the
Company removed Bankers Trust as trustee under the Trust Agreement, terminated
the Trust Agreement, and discontinued Bankers Trust Company's Plan
administrative services. Effective July 1, 1995, the Company appointed T. Rowe
Price Trust Company (T. Rowe Price) as successor trustee (Trustee). In addition,
TRP Retirement Plan Services, Inc., became the provider of administrative
services for the Plan. Significant Plan amendments adopted effective July 1,
1995 include: (1) Expanding and changing the investment fund choices for
participant contributions to eliminate the Morgan Fund, which was replaced by
and the assets transferred into, the T. Rowe Price Growth Stock Fund, to
eliminate the Windsor Fund, which was replaced by and the assets transferred
into, the T. Rowe Price Equity Income Fund, to include the Interest Income Fund
(formerly the Fixed Rate Fund), to add three additional T. Rowe Price mutual
funds and to retain the BGE Common Stock Fund. Effective March 31, 1995, T. Rowe
Price Stable Asset Management Inc. took over management of the Fixed Rate Fund
assets. (2) Monthly valuation was replaced with daily valuation. As a result of
this change, participants can request transfers among investment funds,
withdrawals, distributions, and loans more frequently than once a month. (3) The
number of loans participants may have outstanding at any time was increased from
one to two, and the loan interest rate was changed to the prime rate plus 1%.
(4) The period of time before an employee becomes eligible to make contributions
was reduced from one year to one month (three months in the case of employees of
certain subsidiaries of the Company).
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan allows participants to contribute up to
15% of their eligible pay through regular payroll deductions, under a deferred
compensation option and/or a thrift option. Participant contributions under the
deferred compensation option are excluded from current year's taxable income,
whereas participant contributions under the thrift option are included in
current year's taxable income. The Company contributes one-half of the first 6%
of eligible pay contributed by participants.
The Plan accepts rollovers of employees' eligible rollover distributions
from other qualified plans.
17
<PAGE>
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
There are seven investment fund choices offered for participant
contributions: the BGE Common Stock Fund, the Interest Income Fund and five
mutual funds. The Interest Income Fund is managed by T. Rowe Price Stable Asset
Management, Inc. The mutual funds consist of the T. Rowe Price Balanced Fund,
the T. Rowe Price Equity Income Fund, the T. Rowe Price Growth Stock Fund, the
T. Rowe Price Small Cap Value Fund and the T. Rowe Price International Stock
Fund (mutual funds). All Company contributions are initially invested by the
Trustee in the BGE Common Stock Fund.
Participant and Company matching contributions are sent, each pay period,
to the Trustee, who invests participant contributions as designated, either in
(1) the BGE Common Stock Fund for the purchase (in the open market) or other
acquisition (as described in Note 2) of shares of the Company's common stock;
(2) the T. Rowe Price Balanced Fund, the T. Rowe Price Equity Income Fund, the
T. Rowe Price Growth Stock Fund, the T. Rowe Price Small Cap Value Fund and the
T. Rowe Price International Stock Fund for the purchase of mutual fund shares;
or (3) the Interest Income Fund, as more fully described below.
Dividends and earnings received on any shares held in participants'
accounts, except for the shares of Company common stock held in their employee
stock accounts, whether in the BGE Common Stock Fund, or the mutual funds are
automatically used to purchase or otherwise acquire additional shares for
reinvestment in the corresponding fund, and all earnings on each participant's
investment in the Interest Income Fund are automatically reinvested in that
fund.
Dividends received on shares of Company common stock held in a
participant's employee stock account are invested by the Trustee in
income-producing investments. Annually, a check is sent to the participant
representing the total dividends credited to the participant's employee stock
account. Any income earned on the dividends is not paid out annually, but is
used to purchase or otherwise acquire additional shares of Company common stock
for reinvestment in the participant's employee stock account.
The total number of common stock or mutual fund shares purchased for any
participant depends upon: (1) the participant's eligible pay; (2) the amount of
the participant's eligible pay that is contributed; (3) the amount of that
contribution which is designated for investment in the BGE Common Stock Fund or
the mutual funds; (4) the amount of Company matching contributions invested in
the BGE Common Stock Fund; (5) the reinvested dividends and earnings on each
investment fund; and (6) the price of common stock or mutual fund shares, at the
time of purchase, for each investment fund.
Amounts held in the Interest Income Fund are invested in contracts issued
by insurance companies or other financial institutions and in short term
investments. Each contract specifies a fixed or variable rate of interest for a
certain period of time. The interest rate earned by the Interest Income Fund is
a blend of the rates under the various investments. The
18
<PAGE>
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
annual effective rates for 1996 and 1995 were 6.25 and 6.23%, respectively. The
crediting interest rates as of December 31, 1996 and 1995 were 6.42% and 6.27%,
respectively. At December 31, 1996 and 1995, there were no investments in the
aggregate contracts of any issuer which exceeded 5% of net assets available for
benefits in the Interest Income Fund. Contracts included in the Interest Income
Fund have been reported at their contract value, which approximates fair market
value. All the investments in this fund are held for purposes other than
trading.
Participants have the right, once a month, to change the amount of their
payroll deductions. Participants also have the right to change, on a daily
basis, the percentage of their future contributions being invested in each of
the seven investment funds as provided in the Plan.
In addition, participants are allowed to initiate, on a daily basis, a
transfer of the value of their contributions, including earnings, among the
seven investment funds. Furthermore, as of the beginning of the calendar year in
which participants reach age 56, they may initiate, on a daily basis, a transfer
of the value of their Company contributions and employee stock account among the
seven investment funds.
Under a loan program, participants may borrow up to one-half of their total
account balance, with a minimum of $1,000 and a maximum of $50,000. Participants
may elect up to five years to repay the loan, unless the loan is used for the
purchase of a principal residence, in which case they may elect up to thirty
years for repayment. Participants are allowed to have up to two loans
outstanding at any time. Principal and interest are repaid through regular
payroll deductions or by direct payment. The interest rate on amounts borrowed
is set at the time the loan is executed and remains in effect for the duration
of the loan. The interest rate for loans is equal to the prime rate plus 1% on
the last day of the month preceding the month the loan is initiated.
The Plan allows participants to postpone, until withdrawal or distribution,
any income tax liability on (1) all Company contributions; (2) participant
contributions under the deferred compensation option; and (3) earnings on their
contributions and Company contributions. Participant contributions under the
thrift option are included in current year's taxable income.
Withdrawals of thrift contributions and Company contributions, including
earnings, are allowed to be initiated on a daily basis. All contributions held
in participants accounts are immediately 100% vested. However, participants who
withdraw unmatured basic contributions (contributions of up to the first 6% of
the participant's eligible pay that had not remained in the Plan for two full
calendar years) are suspended from making payroll contributions to the Plan for
twelve months.
19
<PAGE>
1. GENERAL DESCRIPTION OF THE PLAN (Continued)
Distributions to participants who retire or terminate active employment are
automatically deferred until they either reach age 65 or cease active
employment, whichever is later, unless they request an earlier or later
distribution. Generally, participants who reach age 70 1/2 must begin receiving
their Plan distribution by April 1 of the following year, whether or not they
are actively employed. Furthermore, active employees who attain age 59 1/2 may
request to receive a distribution of their deferred compensation account
balances.
The Plan is administered by the Manager, Staff Services Department of the
Company, as Plan Administrator. Administrative fees charged by institutions
which issue contracts for the Interest Income Fund are reflected in the
effective rate earned by the fund. All other fees and expenses of the Plan,
including those of the Trustee, are currently paid by the Company. Brokerage
fees, commissions and transfer taxes associated with the purchase, sale, or
transfer of shares of common stock for the BGE Common Stock Fund and mutual fund
shares for the five mutual funds are borne by those funds.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
On September 25, 1995, the Company and Potomac Electric Power Company
(PEPCO) announced plans to merge into a new company, Constellation Energy
Corporation (CEC). If all conditions specified in the Agreement and Plan of
Merger dated as of September 22, 1995 among the Company, PEPCO and CEC are
satisfied or waived, the merger will close promptly. These conditions include
receipt of all necessary regulatory approvals. For an update on the status of
these regulatory approvals see BGE's latest filing under the Securities Exchange
Act of 1934. An important matter to follow in terms of further developments is
the request filed by the Company and PEPCO for the Maryland Public Service
Commission to reconsider their order and the International Brotherhood of
Electrical Workers appeal of the same order. The Company and PEPCO have said
publicly that absent a change in unacceptable financial terms included in the
order, they will not proceed with the merger.
If the merger occurs, the Baltimore Gas and Electric Company Employee
Savings Plan and the PEPCO plans will be combined to form the Constellation
Energy Retirement Savings Plan. The proposed Plan design has not yet been
finalized, however, the Company has announced that participants will be eligible
to contribute up to 16% of their eligible pay through payroll deductions, under
a deferred compensation option and/or a thrift option. The Company match will be
75% of the first 6% of pay contributed. Participants will be eligible to make
withdrawals, and transfer the value of their contributions among the various
investment options offered, and to initiate changes to their contribution
percentage and investment options on a daily basis. The number of loans
participants may have outstanding at any time will be two.
20
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan are prepared under the accrual method
of accounting.
Shares of common stock for participant contributions and Company matching
contributions currently are purchased for the BGE Common Stock Fund on the open
market, through new issuances or by other acquisition. Mutual fund shares for
the T. Rowe Price Mutual Funds are purchased on the open market, except that the
Trustee purchases from time to time a small number of shares at current market
value from participants making withdrawals or interfund transfers or obtaining
loans from the Plan. The cost of shares sold from the BGE Common Stock Fund and
the T. Rowe Price Mutual Funds, as a result of participant distributions,
withdrawals, interfund transfers or loans, is determined under the average cost
method.
Withdrawals and distributions to participants are recorded when paid.
Leveraging provisions are included in the Plan, but these provisions have
not yet been utilized.
Shares of common stock in the BGE Common Stock Fund held by T. Rowe Price
Trust Company (previously Bankers Trust Company) are valued as of December 31,
1996 and 1995, using the quoted closing market price as reported by the
"NYSE--Composite Transactions" published in the eastern edition of The Wall
Street Journal. Mutual fund shares held in the T. Rowe Price Mutual Funds and
the Vanguard Mutual Funds, are valued as of December 31, 1996 and 1995
respectively, using the net asset value price of such shares as quoted by the
"Mutual Fund Quotations" for such date in the eastern edition of The Wall Street
Journal. Participant loans are valued at cost which approximates fair value.
The Plan's investments are stated at fair value except for the various
contracts issued by insurance companies or other financial institutions, under
the Interest Income Fund (previously the Fixed Rate Fund), which are fully
benefit- responsive and are stated at contract value. Contract value is equal to
the aggregate of the net contributions and earnings thereon.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of realized gains or losses and unrealized
appreciation (depreciation) on those investments.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
21
<PAGE>
3. SECURITIES HELD IN TRUST
Shown below are the shares, with respective market value and cost, which
were held in trust in the BGE Common Stock Fund and the mutual funds on December
31, 1996 and 1995.
SHARES HELD MARKET
IN TRUST VALUE COST
BGE COMMON STOCK FUND
December 31, 1996 10,959,230 $293,158,104 $226,257,846
December 31, 1995 10,670,321 $304,105,431 $211,081,564
T. ROWE PRICE BALANCED FUND
December 31, 1996 224,532 $3,251,223 $3,043,531
December 31, 1995 94,359 $1,247,428 $1,223,896
T. ROWE PRICE EQUITY INCOME FUND
December 31, 1996 2,354,543 $53,071,111 $45,160,499
December 31, 1995 1,880,172 $37,622,250 $34,287,071
T. ROWE PRICE GROWTH STOCK FUND
December 31, 1996 981,339 $25,691,149 $23,209,582
December 31, 1995 668,552 $15,610,682 $14,950,021
T. ROWE PRICE SMALL CAP VALUE FUND
December 31, 1996 591,081 $11,561,539 $10,602,330
December 31, 1995 240,651 $3,977,965 $4,027,704
T. ROWE PRICE INTERNATIONAL STOCK FUND
December 31, 1996 466,995 $6,444,525 $6,047,530
December 31, 1995 139,749 $1,709,124 $1,703,673
4. TAX STATUS
The Company has received the latest favorable determination letter from the
Internal Revenue Service, dated May 2, 1997, with respect to the Plan as
restated effective June 30, 1995, qualifying the Plan as a stock bonus plan
under Section 401 of the Internal Revenue Code (Code) and an employee stock
ownership plan under Section 4975(e)(7) of the Code and exempting the Plan from
federal income tax under Section 501 of the Code.
22
<PAGE>
5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
December 31,
1996 1995
---- ----
Net assets available
for benefits per
the financial
statements $549,111,844 $520,864,917
Amounts requested by
participants for
withdrawals and
distributions at
December 31, but
paid in
subsequent years (156,168) (352,661)
------------- -------------
Net assets available
for benefits
per the Form 5500 $548,955,676 $520,512,256
============= =============
The following is a reconciliation of withdrawals and distributions paid to
participants per the financial statements to the Form 5500:
Year ended
December 31, 1996
-----------------
Withdrawals and distributions paid
to participants per the
financial statements $33,203,684
Add:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1996 but paid in 1997 156,168
Less:
Amounts requested by participants for
withdrawals and distributions at
December 31, 1995 but paid in 1996 (352,661)
-------------
Withdrawals and distributions to
participants per the Form 5500 $33,007,191
=============
Withdrawals and distributions to participants recorded on the Form 5500 for
benefit claims include amounts that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
23
<PAGE>
Page 1 of 3
<TABLE>
<CAPTION>
Baltimore Gas and Electric Company (EIN 52-0280210)
T. Rowe Price, Trustee - Baltimore Gas and Electric Company Employee Savings Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1996
Current Maturity
Identity of Issue Description of Asset Cost Value Date
----------------- -------------------- ---- ----- ----
*
<S> <C> <C> <C> <C>
Group Annuity Contract with Insurance Company Guaranteed
Allstate Life Insurance Interest Contract -
Company (GA 5285) Guaranteed Interest - 7.52% $2,773,930 $2,773,930 6/30/97
Group Annuity Contract with Insurance Company Guaranteed
Canada Life Assurance Interest Contract -
Company (P-45870) Guaranteed Interest - 7.20% 3,114,714 3,114,714 6/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Canada Life Assurance Interest Contract -
Company (P-45904) Guaranteed Interest - 6.31% 6,015,107 6,015,107 12/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Canada Life Assurance Interest Contract -
Company (P-45908) Guaranteed Interest - 6.23% 1,518,995 1,518,995 10/16/2000
Group Annuity Contract with Insurance Company Guaranteed
Continental Assurance Interest Contract -
Company (GP-24100) Guaranteed Interest - 6.32% 6,430,389 6,430,389 9/15/2000
Group Annuity Contract with Insurance Company Guaranteed
CDC BRIC Interest Contract - 50% 3/31/97
Company (BR-154-01) Guaranteed Interest - 6.98% 6,780,698 6,780,698 Balance 9/30/97
Group Annuity Contract with Insurance Company Guaranteed
John Hancock Life Interest Contract -
(GAC-8444) Guaranteed Interest - 5.81% 5,209,175 5,209,175 3/15/2001
Group Annuity Contract with Insurance Company Guaranteed Various Maturities
Metropolitan Life Insurance Interest Contract - 3/31 - 9/30/97
(GA-13307-069) Guaranteed Interest - 5.75% 5,249,436 5,249,436 Balance 3/31/98
Group Annuity Contract with Insurance Company Guaranteed Various Maturities
New York Life Interest Contract - 9/30/97 - 3/31/98
(GA-06750-001) Guaranteed Interest - 5.15% 6,724,761 6,724,761 Balance 09/30/98
Group Annuity Contract with Insurance Company Guaranteed Excess > $3.7 Mil
New York Life Interest Contract - 9/30/98
(GA-06750-002) Guaranteed Interest - 6.35% 6,932,036 6,932,036 Balance 3/31/99
Group Annuity Contract with Insurance Company Guaranteed
Pacific Mutual Life Interest Contract -
(G-26263.01) Guaranteed Interest - 7.31% 6,159,289 6,159,289 6/14/2001
Group Annuity Contract with Insurance Company Guaranteed
Peoples Security Life Interest Contract - 50% 3/31/97
(BDA00451FR) Guaranteed Interest - 7.04% 6,783,575 6,783,575 Balance 9/30/97
Group Annuity Contract with Insurance Company Guaranteed 33.3% 4/1/97
Principal Mutual Interest Contract - 50% 10/1/97
(4-05026-001) Guaranteed Interest - 5.85% 5,612,531 5,612,531 Balance 4/1/98
Group Annuity Contract with Insurance Company Guaranteed
Principal Mutual Interest Contract - 50% 06/30/98
(4-05026-002) Guaranteed Interest - 5.17% 13,541,505 13,541,505 Balance 12/31/98
</TABLE>
(Continued on next page)
* Current Value of the guaranteed interest contracts equal contract value.
24
<PAGE>
Page 2 of 3
<TABLE>
<CAPTION>
Baltimore Gas and Electric Company (EIN 52-0280210)
T. Rowe Price, Trustee - Baltimore Gas and Electric Company Employee Savings Plan
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1996
Current Maturity
Identity of Issue Description of Asset Cost Value Date
----------------- -------------------- ---- ----- ----
*
<S> <C> <C> <C> <C>
Group Annuity Contract with Insurance Company Guaranteed
Protective Life Interest Contract -
(GA-1174) Guaranteed Interest - 7.18% $3,376,921 $3,376,921 3/15/2000
Group Annuity Contract with Insurance Company Guaranteed
Protective Life Interest Contract -
(GA-1348) Guaranteed Interest - 6.77% 2,304,959 2,304,959 1/15/2002
Group Annuity Contract with Insurance Company Guaranteed
Prudential Interest Contract -
(GA-7088-212) Guaranteed Interest - 7.44% 2,653,144 2,653,144 Balance 09/30/97
Group Annuity Contract with Insurance Company Guaranteed
Prudential Interest Contract - 50% 01/31/99
(GA-7088-213) Guaranteed Interest - 6.48% 6,689,498 6,689,498 Balance 05/31/99
Group Annuity Contract with Insurance Company Guaranteed
SAFECO Life Interest Contract - $4.2 Mil 11/19/2001
(LP1055917-01-02) Guaranteed Interest - 7.00% 8,420,942 8,420,942 Balance 12/19/2001
Group Annuity Contract with Insurance Company Guaranteed
SAFECO Life Interest Contract -
(LP1055917-03) Guaranteed Interest - 6.85% 3,340,986 3,340,986 9/18/2001
Group Annuity Contract with Insurance Company Guaranteed
Transamerica Occ. Interest Contract - 50% 09/15/99
(51266-00) Guaranteed Interest - 7.16% 8,345,137 8,345,137 Balance 12/15/99
------------ ------------
$117,977,728 $117,977,728
** Baltimore Gas and Electric Company Common Stock - no par 226,257,846 293,158,104 -
T. Rowe Price Balanced Fund Mutual Fund 3,043,531 3,251,223 -
T. Rowe Price Equity Income Fund Mutual Fund 45,160,499 53,071,111 -
T. Rowe Price Growth Stock Fund Mutual Fund 23,209,582 25,691,149 -
T. Rowe Price Small Cap Value Fund Mutual Fund 10,602,330 11,561,539 -
T. Rowe Price International Stock Fund Mutual Fund 6,047,530 6,444,525 -
** Loan Fund (Interest) Participant Loan Fund - 28,521,694 -
Interest Range 8.25 - 9.75%
T. Rowe Price Prime Reserve Fund Money Market Mutual Fund 4,736,530 4,736,530 -
T. Rowe Price Short Term Money Market Bank Account 156,219 156,219
Distribution Account
------------ ------------
Total $437,191,795 $544,569,822
============ ============
</TABLE>
* Current Value of the guaranteed interest contracts equal contract value.
** Parties-in-Interest
25
<PAGE>
Page 3 of 3
<TABLE>
<CAPTION>
Baltimore Gas and Electric Company (EIN 52-0280210)
T. Rowe Price, Trustee - Baltimore Gas and Electric Company Employee Savings Plan
27(d) Schedule of Reportable Transactions
Cumulative Transactions by Issue Exceeding 5% of Portfolio Value During Plan Year 1996
Number Number
of of
Security Description Sales Proceeds Gain Purchases Cost
-------------------- ----- -------- ---- --------- ----
<S> <C> <C> <C> <C> <C>
* Baltimore Gas and Electric Company
Common Stock - no par 180 $23,732,717 $4,426,586 79 $35,226,074
------ ------------ ---------- ------- ------------
Total 180 $23,732,717 $4,426,586 79 $35,226,074
====== ============ ========== ======= ============
* Parties-in-Interest
</TABLE>
26
<PAGE>
