Registration No. 33-49801
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SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Baltimore Gas and Electric Company
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State of Incorporation)
52-0280210
(I.R.S. Employer Identification No.)
David A. Brune, Vice President
39 W. Lexington Street, Baltimore, Maryland 21201
(410) 234-5511
(Address, including Zip Code, and Telephone Number, including Area Code
of Registrant's Principal Executive Offices and Agent for Service)
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ X ]
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PROSPECTUS
[GRAPHIC OMITTED}
2,372,531 SHARES
COMMON STOCK BALTIMORE GAS AND ELECTRIC COMPANY
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SHAREHOLDER INVESTMENT PLAN
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This plan is being offered to shareholders of Baltimore Gas and
Electric Company. BGE has enhanced its Dividend Reinvestment and
Stock Purchase Plan and changed its name to the Shareholder
Investment Plan. Our common stock is listed on the New York,
Chicago and Pacific stock exchanges under the symbol BGE. The plan
includes new features as highlighted below.
The plan allows you to:
- - reinvest all, or part, of your common stock dividends in additional shares
of common stock
- - purchase additional shares of common stock up to $100,000 per year, with a
minimum investment of $25
- - deposit common stock into the plan
- - sell shares held in the plan
- - transfer shares held in the plan to other accounts
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
December 15, 1998
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WHERE YOU CAN FIND MORE INFORMATION
GENERAL
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at 450 Fifth Street, N. W. Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The SEC maintains an internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding issuers (including BGE) that file documents with the SEC
electronically. Our filings may also be obtained from our web site at
http://www.bge.com.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all the common stock.
- - BGE's Annual Report on Form 10-K for the year ended December 31, 1997;
- - BGE's Quarterly Reports on Forms 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and
- - BGE's Current Report on Form 8-K dated June 15, 1998.
You may request a copy of these documents, at no cost, by writing us at:
Shareholder Services
BGE
P.O. Box 1642
Baltimore, MD 21203-1642
or faxing us at: 410-234-5034
or telephoning us at:
In Metropolitan Baltimore 410-783-5920
Within Maryland 1-800-492-2861
Outside of Maryland 1-800-258-0499
This prospectus is part of a registration statement that we filed with the SEC.
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of the
common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
FORWARD-LOOKING STATEMENTS
We make statements in this prospectus and the documents we incorporate by
reference that are considered forward-looking statements within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. Sometimes
these statements will contain words such as "believes," "expects," "intends,"
"plans" and other similar words. These statements are not guarantees of our
future performance and are subject to risks, uncertainties and other important
factors that could cause our actual performance or achievements to be materially
different from those we project.
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These risks, uncertainties and factors include:
- - general, economic, business and regulatory conditions;
- - energy supply and demand;
- - competition;
- - federal and state regulations;
- - availability, terms and use of capital;
- - nuclear and environmental issues;
- - weather;
- - industry restructuring and cost recovery (including the potential effect of
stranded costs); and
- - year 2000 readiness.
BGE
BGE is a public utility that has served the central Maryland area for over 180
years. BGE produces, purchases and sells electricity and purchases, transports
and sells natural gas. BGE also jointly owns and operates two electric
generating plants and one hydroelectric plant in Pennsylvania.
BGE also has wholly owned subsidiaries that are engaged in several diversified
business activities, including:
- - power marketing activities;
- - power generation projects;
- - energy products and services;
- - home products and commercial building systems;
- - investment activities; and
- - real estate and senior living facilities.
Our principal offices are located at 39 W. Lexington Street, Baltimore, MD
21201; our mailing address is P.O. Box 1475, Baltimore, MD 21203-1475; and our
telephone number is (410) 234-5000.
USE OF PROCEEDS
Net proceeds from the sale of shares of common stock by us will be used for
general corporate purposes relating to our utility business, including repayment
of commercial paper borrowings used to finance construction, other capital
expenditures, and operations. If we do not use the net proceeds immediately, we
temporarily invest them in short term, interest-bearing obligations. For current
information on our commercial paper balances and aver- age interest rates, see
our most recent Forms 10-K and 10-Q. SEE WHERE YOU CAN FIND MORE INFORMATION
on page 1. We receive no proceeds from shares of common stock purchased on the
open market.
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WHO ADMINISTERS THE PLAN
We administer the plan, keep the records and send statements. However, we may
appoint someone else to administer the plan. If we do, we will notify you. An
independent agent, selected by us, buys and sells shares on the open market on
your behalf. The telephone numbers and addresses for the plan are:
U.S. MAIL CORRESPONDENCE TO: OVERNIGHT DELIVERY PACKAGES TO:
SHAREHOLDER SERVICES SHAREHOLDER SERVICES
BGE BGE
39 W. LEXINGTON STREET, ROOM 820 P. O. BOX 1642
BALTIMORE, MD 21201 BALTIMORE, MD 21203-1642
YOU MAY CALL US BETWEEN 8:00 A.M. AND 4:45 P.M., EASTERN TIME, AT:
BALTIMORE METROPOLITAN AREA 410-783-5920
WITHIN MARYLAND 1-800-492-2861
OUTSIDE OF MARYLAND 1-800-258-0499
PLEASE INCLUDE YOUR ACCOUNT NUMBER ON ALL CHECKS AND MONEY ORDERS AND ON ALL
CORRESPONDENCE, AS WELL AS A TELEPHONE NUMBER WHERE YOU CAN BE REACHED DURING
THE DAY.
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COMMON QUESTIONS ABOUT THE PLAN
As you review this prospectus, you will notice that this plan offers a
convenient and economical way to increase your ownership of BGE common stock.
The plan also allows a convenient way for you to keep your shares with us under
a custodial (safekeeping) agreement. Below are some questions and answers about
the key features of our Shareholder Investment Plan:
1. WHO IS ELIGIBLE TO PARTICIPATE IN THE SHAREHOLDER INVESTMENT PLAN?
Any owner of our common stock.
2. DO I HAVE TO REINVEST ALL THE DIVIDENDS ON MY COMMON STOCK IF I PARTICIPATE
IN THE PLAN?
No. You may reinvest all, part or none of your common stock dividends.
3. MAY I PURCHASE ADDITIONAL SHARES OF COMMON STOCK THROUGH THE PLAN FROM TIME
TO TIME?
Yes. You may invest up to $100,000 in additional shares of common stock in
any calendar year. The minimum investment is $25.
4. MAY I DEPOSIT MY COMMON STOCK IN THE PLAN?
You may deposit, free of any service charges, your common stock to be held
by us as custodian.
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5. WILL MY DIVIDENDS AND OPTIONAL CASH INVESTMENTS BE FULLY INVESTED IN COMMON
STOCK?
Yes. Both dividends and optional cash investments will be used in full to
purchase additional common stock. As a result, your plan account will be
credited with whole shares and a fractional share. However, if you close
your plan account, any fractional share will be paid out to you in cash.
6. HOW ARE SHARES PURCHASED FOR MY PLAN ACCOUNT?
At our option, shares for your plan account are purchased either on the
open market or directly from BGE.
7. HOW IS THE PRICE OF SHARES BOUGHT OR SOLD DETERMINED?
Prices are calculated differently for shares:
- bought in the open market,
- bought directly from BGE, and
- sold.
SHARES BOUGHT ON THE OPEN MARKET
For shares bought on the open market, the price will be calculated as the
weighted average price of all shares bought for the investment date. The
price will include any brokerage commission and fees.
SHARES BOUGHT DIRECTLY FROM BGE
For shares bought directly from BGE, we average the high and low sale
prices of our common stock on the investment date. If our common stock is
not traded on that date, we use the prices from the previous trading day.
There are no brokerage commissions or fees when shares are purchased from
us.
SHARES SOLD
For shares sold, the price will be calculated as the weighted average price
of all plan shares sold on the sale date. The price will include any
brokerage commission and fees.
8. WHEN ARE DIVIDENDS REINVESTED?
We reinvest dividends on the first business days of January, April, July
and October.
9. WHEN ARE OPTIONAL CASH INVESTMENTS CREDITED TO MY PLAN ACCOUNT?
Optional cash investments are credited to your plan account on the first
business day of the month after we receive them.
10. ARE THERE BROKERAGE COMMISSIONS AND FEES FOR BUYING OR SELLING SHARES
THROUGH THE PLAN?
Yes. Brokerage commissions and fees are charged on shares bought or sold in
the open market. These fees are based on the number of shares bought or
sold and the price per share. Currently, brokerage commissions and fees are
expected to be no more than 4 cents per share. When the plan buys shares
directly from BGE, there are no commissions or fees.
11. ARE THERE ANY OTHER FEES FOR BUYING AND SELLING SHARES THROUGH THE PLAN?
Yes. We charge a $5 processing fee for each sale of shares from your plan
account. There are no additional fees for buying shares for your plan
account.
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12. WHEN WILL I RECEIVE AN ACCOUNT STATEMENT?
We will send you a statement for every month in which there is activity in
your plan account. Activity in your plan account includes when:
- we reinvest a dividend for you,
- you remit an optional cash investment,
- you deposit shares under the custodial feature of the plan,
- you withdraw or transfer shares, or
- you terminate your participation.
In addition, we will send you an annual statement in January detailing all
account activity during the prior year. PLEASE KEEP YOUR STATEMENTS. YOU
WILL NEED THEM FOR TAX PURPOSES.
13. MAY I TRANSFER SHARES FROM ONE ACCOUNT TO ANOTHER?
Yes. We will send the required form upon request.
14. WILL BGE ISSUE A STOCK CERTIFICATE FOR THE SHARES IN MY ACCOUNT?
If you send us a written request, we will issue you a stock certificate. We
do not issue a certificate for a fractional share.
15. IF MY SHARES ARE HELD IN "STREET NAME" BY A STOCKBROKER, MAY I PARTICIPATE
IN THE PLAN?
Yes. You may request your broker to participate on your behalf. However, by
participating in this manner, you'll only be able to reinvest dividends.
You won't be able to participate in any other plan feature.
Alternatively, you may ask your broker to transfer shares into your name so
you can participate directly with us and take advantage of all the plan
features.
Different brokers have different conditions and procedures for
participating in the plan on your behalf or for transferring shares into
your name. You should contact your broker if you have questions about this.
16. ARE BGE DIVIDENDS TAXABLE INCOME?
Yes. Dividends are taxable income whether reinvested or paid in cash. We
will send you an IRS Form 1099-DIV each January showing your dividend
income for the previous year.
17. MAY I RECEIVE DIVIDENDS IN CASH FOR SHARES I HOLD IN STOCK CERTIFICATE
FORM?
Yes. You do not have to reinvest dividends on shares you hold in
certificate form.
18. MAY I RECEIVE DIVIDENDS IN CASH FOR SHARES HELD IN MY PLAN ACCOUNT?
Yes. You are not required to reinvest dividends on the shares held in your
plan account.
19. IS INTEREST PAID ON ANY CASH HELD BY THE PLAN PRIOR TO INVESTMENT?
No. We do not pay interest on any funds held by us prior to investment in
additional common stock. If you send in an optional cash investment early
in the month, it is not invested in your account until the first business
day of the following month.
20. MAY I DETERMINE AT WHAT PRICE SHARES ARE BOUGHT AND SOLD ON MY BEHALF?
No. You will have no control over the price at which stock is bought
whether on the open market or from us. Likewise, you will have no control
over the price at which shares are sold by the independent agent. You will
bear the market risk associated with fluctuations in the price of our
common stock.
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21. MAY I ASK TO HAVE MY MONEY RETURNED?
Yes. If you have sent money for an optional cash investment, that money can
be returned to you if we receive a written request no later than the close
of business on the last business day of the month.
WHO PAYS THE PLAN'S COSTS
We pay all of the administrative costs of the plan. You will pay a brokerage
commission when the common stock is bought or sold on the open market. When the
plan buys the common stock directly from us, you pay no brokerage commission. In
addition, you will pay a $5 processing fee each time you request that we sell
shares on your behalf.
HOW TO JOIN THE PLAN
You may join the plan at any time by completing and returning a custody /
dividend reinvestment authorization form. You may use the tear-out form provided
on page 15 of this prospectus or request a form from Shareholder Services, at
the appropriate number listed on page 3.
To join the plan you may choose one or more of the following:
- - Full or partial dividend reinvestment;
- - Making optional cash investments of up to $100,000 per calendar year (the
minimum is $25 per investment) to purchase additional common stock for your
plan account; and/or
- - Depositing your common stock certificates with us.
If you have more than one account, for example accounts registered "John Smith"
and "John Q. Smith," you must complete a separate authorization form for each
account you wish to enroll in the plan.
YOU ARE NOT REQUIRED TO REINVEST DIVIDENDS IN ORDER TO MAKE OPTIONAL CASH
INVESTMENTS OR DEPOSIT YOUR SHARES WITH US. YOU MAY REINVEST DIVIDENDS ON ALL,
SOME OR NONE OF YOUR SHARES.
If your common stock is held for you in "street name" by your broker, you may be
able to participate by asking your broker to join the plan on your behalf to
reinvest dividends. If you participate in the plan through your broker, you will
only be able to take advantage of the dividend reinvestment feature of the plan.
You will not be able to participate in any of the other plan features.
Alternatively, you may ask your broker to have your shares transferred into your
own name, so you may participate in the plan directly and take advantage of all
the plan features.
Contact your broker to find out what you must do for them to participate on your
behalf or to have them transfer shares into your name.
REINVESTING DIVIDENDS
REINVEST ALL OR PART OF YOUR DIVIDENDS
You may reinvest all or part of the common stock dividends on the shares you
hold in certificate form and/or on the shares we hold in your plan account. Any
dividends not reinvested will be paid to you by check, or if you have
authorized, electronically deposited into your bank account. To obtain a direct
deposit form, please contact us at the appropriate number listed on page 3.
If you would like to reinvest only a portion of your dividends, you have several
options. You may elect to:
- - reinvest dividends only on the shares you hold in certificate form; or
- - reinvest dividends only on the shares held in your plan account.
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You may also:
- - reinvest dividends only on a specific number of shares;
- - reinvest only a specific percentage of your dividends; or
- - reinvest only a specific dollar amount of your dividends.
You are not required to reinvest any of your dividends in order to participate
in the plan. You may change your election as described in CHANGING YOUR
REINVESTMENT ELECTION in the next column.
WHEN ARE DIVIDENDS REINVESTED
When our Board of Directors declares dividends they also set the record dates
and payment dates. BGE historically has paid dividends quarterly. The record
dates are normally the 10th day of the month before the dividend payment date.
In order for you to begin reinvesting your dividends by one of the dividend
payment dates, we must receive your authorization form by the record date. If we
do not receive your authorization form by the record date, you will receive your
dividend payment for that quarter in the usual manner (either by check or
electronically deposited in your bank account). Your dividends then will be
reinvested beginning with the following dividend payment. Please note that the
amount of any dividends reinvested will be reduced by any amount which is
required to be withheld under applicable tax or other law.
Dividends are used to purchase additional shares of common stock beginning on
the payment date. Dividends are held in an escrow account with a bank separate
from our other money, until we pay for the shares purchased. The method for
determining the price of the common stock purchased with reinvested dividends is
explained under PURCHASES AND SALES OF SHARES on page 8.
CHANGING YOUR REINVESTMENT ELECTION
You may change your reinvestment election by giving us written instructions, or
filling out a new authorization form or the tear-off portion of your account
statement. In order for a change to be effective for a particular dividend
payment date, we must receive your instructions on or before the record date
relating to the dividend payment. If we do not receive your instructions by that
record date, your instructions will not become effective until the next dividend
payment.
Dividend payment dates are normally the first business days of January, April,
July and October, and dividend record dates are normally the tenth day of
December, March, June and September, respectively.
OPTIONAL CASH INVESTMENTS
HOW TO MAKE
Whether or not you reinvest dividends, you may purchase additional shares of
common stock by making optional cash investments in any amount within the
following guidelines:
Minimum Investment - $25
Maximum Investment - $100,000 per
calendar year
You can make optional cash investments by sending us a check or money order
payable to BGE. All checks are subject to collection by us and must be in United
States dollars. DO NOT SEND CASH.
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You may make your first optional cash investment by enclosing it with your
custody / dividend reinvestment authorization form. You may use the tear-out
form provided on page 15 of this prospectus or request a form from Shareholder
Services, at the appropriate number listed on page 3. If you are already a
participant, optional cash investments may be sent in with the tear-off portion
of your account statement, or with written instructions. Send investments to us
at the address listed on page 3. There is no obligation to make optional cash
investments, nor do you have to make the same size investment each time you
invest.
INVESTMENTS OF LESS THAN $25 OR MORE THAN $100,000
If you send in an optional cash investment for less than $25 it will be returned
to you without interest as soon as practicable. Likewise, if you send in an
optional cash investment for more than $100,000 in any calendar year, the excess
will be refunded to you without interest as soon as practicable.
WHEN INVESTMENTS ARE MADE
Common stock is purchased and allocated to your plan account as of the first
business day of the month after we receive your optional cash investment. If we
receive your investment on or after the first business day of a month, it will
be held and invested the first business day of the following month. WE WILL NOT
PAY INTEREST ON FUNDS PENDING INVESTMENT. Please allow sufficient time for us to
receive your optional cash investment through the mail. We need to receive it at
least one business day before the first day of a month so that your payment will
be invested timely. Optional cash investments are held in an escrow account with
a bank separate from our other money, until we pay for the shares purchased.
REFUNDS
If you decide you do not want us to invest the optional cash investment you sent
us, you must notify us in writing by the last business day of the month before
the investment date. We then will refund your optional cash investment. However,
we will not refund the money until we have actually collected it from your bank.
Accordingly, refunds may be significantly delayed. Once an optional cash
investment has been invested in common stock, no refunds will be made. See
WITHDRAWALS FROM THE PLAN on page 10 and TERMINATING PARTICIPATION on page 11.
PURCHASES AND SALES OF SHARES
SOURCE OF PURCHASED SHARES
We may use either shares purchased from BGE (new issue shares) or shares
purchased in the open market through the independent agent.
NO CONTROL OVER PRICES FOR SHARES BOUGHT OR SOLD
No one has the ability to determine the price at which shares are bought or
sold. The price of our common stock may fluctuate daily depending on market
conditions, and we have no control over this. You will bear the market risk
associated with fluctuations in the price of our common stock. The independent
agent will purchase or sell shares in the open market.
INDEPENDENT AGENT
An independent agent:
- - is generally a bank or broker separate from BGE,
- - is selected by BGE to purchase and sell shares of our common stock in the
open market for plan participants, and
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- - can be replaced at any time by written notification from BGE explaining the
termination of their contract and the selection of a new independent agent.
For open market transactions, the independent agent determines the market on
which the shares are bought or sold (for example, on any stock exchange, in the
over-the-counter market, or in negotiated transactions) and the selection of the
broker or dealer through or from whom purchases and sales are made.
Even though we are currently the administrator of the plan, it is possible for
us to have someone else act as the plan administrator. If that were to happen,
that person could also be the independent agent who would purchase and sell
shares for plan participants.
PRICE FOR SHARES PURCHASED FROM US
Purchases of common stock from us will be made on the relevant investment date.
The price of the shares will be calculated as the average of the high and low
sales prices for shares of our common stock. In making the calculation we use
the prices reported by the "New York Stock Exchange Composite Transactions" in
the Eastern Edition of THE WALL STREET JOURNAL for:
- - the investment date, or
- - the previous trading day if the investment date is not a day on which our
common stock was traded.
PRICE FOR SHARES BOUGHT OR SOLD ON THE OPEN MARKET
PURCHASE PRICE - The purchase price will be the weighted average price per share
(plus brokerage commissions and fees) of the total number of shares purchased
either with reinvested dividends or with optional cash investments for that
investment date. Usually, purchases are made four times a months for a
particular investment date. Currently, the brokerage commissions and fees are
expected to be no higher than 4 cents per share.
The number of shares of common stock credited to your plan account on a
particular investment date (including a fractional share rounded to three
decimal places) will be determined by dividing the total amount of your
dividends or optional cash investments by the purchase price per share.
SALES PRICE - The sales price will be the weighted average price per share (less
brokerage commissions and fees) of the total number of shares sold. Usually,
sale transactions are processed twice a week. Currently, the brokerage
commissions and fees are expected to be no higher than 4 cents per share. In
addition, you will be charged a $5 processing fee for each sale you request from
your plan account. The shares held in your plan account, together with all other
shares held in the plan, are represented by one or more global certificates
registered in our name as administrator of the plan.
CUSTODY OF SHARES
You may take advantage of the free custodial feature of the plan at any time. To
deposit your common stock certificates into the plan send us the certificates,
together with:
- - a completed custody / dividend reinvestment authorization form. A tear-out
authorization form is on page 15 of this prospectus, or you may obtain a
form by contacting us at the appropriate number listed on page 3;
- - or your own letter of instruction.
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Your letter of instruction should include:
- - your shareholder account number,
- - a list showing the certificate numbers and number of shares being
deposited, and
- - the signatures of all the owners, which must be identical to the names on
your stock certificates and the plan account into which the shares are
being deposited.
The certificates you send to us for deposit should be sent UNSIGNED. Send them
to the appropriate address shown on page 3. SINCE YOUR STOCK CERTIFICATES ARE
VALUABLE WE URGE YOU TO USE REGISTERED, INSURED MAIL WHEN MAILING YOUR
CERTIFICATES. Replacing lost certificates may require you to purchase a surety
bond which can be expensive, generally 2% of the value of the lost shares.
OTHER PROVISIONS OF THE CUSTODY FEATURE
When you use the custody feature of the plan, you join the plan and may elect to
use any of its features. For example, we can reinvest all, part or none of your
dividends on the common stock held in your plan account as you direct us on your
custody / dividend reinvestment authorization form. A tear-out authorization
form is on page 15 of this prospectus, or you may obtain a form by contacting us
at the appropriate number indicated on page 3.
The certificates you deposit with us will be transferred into our name as
custodian, and the number of shares represented by those certificates will be
credited to your plan account. Thereafter, those shares will be treated in the
same manner as any other shares held in your plan account.
The certificate(s) you deposit will be canceled. Therefore, WE STRONGLY
RECOMMEND THAT BEFORE YOU SEND US YOUR CERTIFICATE(S) FOR DEPOSIT, YOU MAKE A
PERMANENT RECORD OF EACH CERTIFICATE NUMBER, THE DATE ISSUED AND THE NUMBER OF
SHARES REPRESENTED BY THE CERTIFICATE. If you decide to sell the shares, this
information may become important for tax purposes. We are not responsible for
providing this information once the shares are deposited with us.
WITHDRAWALS FROM THE PLAN
FOR CASH OR A STOCK CERTIFICATE
To withdraw all or a portion of the whole shares held in your plan account at
any time:
- - prepare written instructions; or
- - complete the tear-off portion of your account statement; or
- - complete a withdrawal request form which you can get by contacting us at
the appropriate number listed on page 3.
Send the request to us at the address shown on page 3. You may elect to receive
either a stock certificate for the whole shares withdrawn or the net proceeds
from the sale of the shares. See PURCHASES AND SALES OF SHARES on page 8.
We generally process withdrawals twice a week and send you, normally within two
weeks, a certificate for the shares withdrawn, or a check for the net sale
proceeds, in accordance with your instructions. Please remember that the
withdrawal of shares requires the signatures of all account owners.
TO TRANSFER SHARES
We will transfer all or part of your shares for you at no cost. You may:
- - transfer shares to an existing plan account; or
- - establish a new plan account; or have a stock certificate issued in another
person's name.
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To request a transfer of shares either:
- - prepare written instructions, providing the name, address and tax
identification number of the person to whom the shares are being
transferred; or
- - complete a withdrawal request form which you can receive by contacting us
at the appropriate number listed on page 3.
Send the request to us at the appropriate address shown on page 3. Your request
must be accompanied by an executed stock assignment form (or a stock power). All
owners of the shares to be transferred must sign the stock assignment form and
each signature must be guaranteed by a bank or broker who has a membership in an
approved Signature Guarantee Medallion Program. We can provide you with a stock
assignment form, or they are available from your bank or broker.
We cannot issue a certificate for a fractional share.
If you transfer shares to an existing plan account, we will reinvest dividends
on the transferred shares in accordance with the reinvestment instructions
previously given to us by the transferee. If we have no reinvestment
instructions, we will pay the dividends by check until the transferee makes a
reinvestment election. If you transfer shares to a new plan account that you
have established for someone else, we will provide the new participant with an
authorization form. Until the completed authorization form is returned to us,
all dividends on the transferred shares will be paid out by check.
EFFECT OF WITHDRAWALS AND TRANSFERS
Withdrawals or transfers from the plan do not affect your participation, unless
you specifically elect to make a change. See CHANGING YOUR REINVESTMENT ELECTION
on page 7. If you reinvest dividends on only a portion of your plan shares and
you elect to withdraw or transfer a portion of your plan shares, dividends on
the plan shares remaining (up to the number of shares you previously had
designated for reinvestment) will continue to be reinvested, unless you tell us
otherwise. For example, if you had elected to reinvest dividends on 50 of the
100 shares held in your plan account and you withdraw 25 shares, the dividends
reinvested after the withdrawal will still be on 50 of the 75 remaining shares.
Or, if you withdraw 75 shares, the dividends reinvested after the withdrawal
will be on the 25 remaining shares held in your plan account.
TERMINATING PARTICIPATION
BY YOU
You may terminate your plan participation at any time by:
- - preparing a written request; or
- - completing the tear-off portion of your account statement; or
- - completing a withdrawal request form which you can receive by contacting us
at the appropriate number listed on page 3.
Send the request to us at the address shown on page 3. You will need to indicate
whether you would like a stock certificate for the whole shares in your plan or
would like your shares sold. Generally, we process termination requests twice a
week. We send you, normally within two weeks, a check for the net sale proceeds,
or a stock certificate for the whole shares and a check for the fractional
11
<PAGE>
share held in your plan account. See PURCHASES AND SALES OF SHARES on page 8.
When you terminate participation in the plan, we pay all future dividends to
you by check or, if you have authorized, electronically deposit them into your
bank account.
BY US
If you do not have at least one whole share of stock in your plan account and
(1) you are not reinvesting dividends on the stock you hold in certificate form,
or (2) you no longer own shares registered in your name, your account may be
terminated. We will notify you in writing of the impending termination. You will
then have 30 days to make changes needed to keep your account open by either
electing to reinvest dividends, making an optional cash investment or depositing
shares under the custody feature of the plan. Otherwise, we will terminate your
plan account.
PLAN REPORTS
We will mail you an account statement after any month in which there has been
activity in your account. Activity in your plan account includes when:
- - we reinvest a dividend for you,
- - you remit an optional cash investment,
- - you deposit shares under the custodial feature of the plan,
- - you withdraw or transfer shares, or
- - you terminate your participation.
The statement will show all activity for the current calendar year to date and
the total shares you hold in the plan. In addition, you will receive an annual
account statement each January that summarizes all your plan transactions in the
prior year.
Be sure to keep all of your annual statements. They provide the necessary
information about the cost of your stock for tax purposes. We will charge you a
$5 fee to replace an old statement.
You will receive copies of all communications we send to our shareholders
including our annual report, any interim reports, notice of annual meeting and
proxy statement, and certain income tax information.
PLAN COSTS
We will pay all administrative costs and expenses associated with the plan,
except that you will pay brokerage commissions and fees on all purchases and
sales of common stock in the open market, currently expected to be no more than
4 cents per share. You will also pay a $5 processing fee per request to sell
shares. You do not pay any brokerage commissions and fees on shares of common
stock purchased directly from us.
FEDERAL INCOME TAX CONSEQUENCES
DIVIDENDS
Dividends are taxed as income whether you reinvest them or receive them in cash.
Each January we will send you a Form 1099-DIV reporting dividends we paid you in
the prior year including dividends you reinvest and any federal income tax we
withheld from the dividends. We will also file this form with the IRS.
Your dividends are subject to income tax withholding if you do not provide a
Form W-9 certifying (1) the accuracy of your taxpayer identification number or
social security number and (2) that you
12
<PAGE>
either have not received a notice from the IRS stating that you are subject to
income tax withholding, or that you are exempt from income tax withholding.
Your dividends will also be subject to income tax withholding if for any
reason we are instructed by the IRS to withhold taxes. If you are a foreign
shareholder, your dividends are generally subject to U.S. tax withholding at a
rate determined under tax law and treaty.
SALE OF SHARES
The tax basis of shares purchased under the plan is generally the purchase price
per share including any brokerage commissions and fees. See PURCHASES AND SALES
OF SHARES on page 8. The holding period for shares usually begins the day after
the investment date.
You may recognize a gain or loss when you sell shares from your plan account,
including the fractional share. The amount of your gain or loss will be the
difference between the amount you received for the shares when you sold them and
the tax basis of the shares. We will send to you and the IRS each January a Form
1099-B that reports the proceeds from the sale of any shares (including a
fractional share) and any federal income tax withheld.
Your sale proceeds will be subject to income tax withholding if you do not
provide a Form W-9 indicating your taxpayer identification number or social
security number, or we are instructed by the IRS to withhold taxes.
You will not recognize any taxable income when you receive certificates for
whole shares of stock. You will only recognize a gain or loss when you sell
those shares.
THIS GENERAL TAX DISCUSSION IS BASED UPON OUR UNDERSTANDING OF THE TAX LAWS
CURRENTLY IN EFFECT. IT IS NOT INTENDED TO BE A COMPREHENSIVE EXPLANATION OF ALL
POSSIBLE INCOME TAX CONSEQUENCES RELATED TO YOUR PARTICIPATION IN THE PLAN. YOU
SHOULD CONSULT YOUR TAX ADVISOR FOR INFORMATION THAT MAY AFFECT YOUR INDIVIDUAL
SITUATION.
MISCELLANEOUS
ASSIGNMENT OF SHARES
If you want to assign or pledge any shares held in your plan account to a
creditor or use them as security for a loan you must withdraw them from the
plan. See WITHDRAWALS FROM THE PLAN on page 10.
STOCK DIVIDENDS AND STOCK SPLITS
We will add to your plan account any shares of common stock we distribute as a
result of a stock dividend or stock split on shares of common stock in your plan
account.
VOTING
You will receive one proxy card to vote both the shares you hold in certificate
form and those you hold in your plan account. Your shares will be voted in
accordance with your instructions on your proxy card. If no instructions are
given, your shares will not be voted.
LIMITATION OF LIABILITY TO PLAN PARTICIPANTS
Neither we nor any of our officers, directors, or employees, the administrator
or the independent agent will be liable to you for any act or omission of any
act. This limitation of liability applies to, among other things, the prices at
which your shares are bought and sold, when purchases or sales are made, and any
changes in the market price.
13
<PAGE>
You should be aware that this plan does not guarantee future dividends.
Dividends depend upon BGE's earnings, financial requirements, governmental
regulations and other factors.
You must recognize that neither we nor the independent agent can assure you of a
profit or protect you against a loss on shares of common stock purchased or sold
through the plan.
We have no obligation to repurchase any shares of common stock issued to you
under the plan.
MODIFICATION OR TERMINATION OF THE PLAN
We may suspend, modify, or terminate the plan or any part of the plan at any
time. We also have the right to interpret and regulate the plan as may be
necessary or desirable in connection with its operation.
If we terminate the plan, you will receive a stock certificate for all of the
whole shares held in your account and a check for the net proceeds of the sale
of any fractional share.
LEGAL OPINION
A BGE lawyer will issue an opinion regarding certain legal matters in connection
with the stock offered hereby.
EXPERTS
PricewaterhouseCoopers LLP, independent accountants, audited BGE's annual
financial statements and schedules incorporated by reference in this prospectus
and elsewhere in the registration statement. These documents are incorporated by
reference herein in reliance upon the authority of PricewaterhouseCoopers LLP as
experts in accounting and auditing.
LIMITATION OF DIRECTOR AND OFFICER LIABILITY
Our charter and by-laws state that our directors, officers and employees are
indemnified to the fullest extent permitted by law, including the advance of
expenses. In addition, our charter states that, to the extent permitted by law,
no director or officer will be personally liable to BGE or its shareholders for
money damages.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling BGE,
pursuant to the above paragraph, we have been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in the Act
and is unenforceable.
14
<PAGE>
[BGE LOGO OMITTED]
SHAREHOLDER INVESTMENT PLAN CUSTODY / DIVIDEND REINVESTMENT AUTHORIZATION
If you want to deposit your common stock certificates under the custody
feature of the Shareholder Investment Plan ("Plan"), complete and return
this form with your unsigned certificate(s), for credit to your Plan account
in accordance with the provisions of the Plan (a separate form must be
completed for each stock registration).
PLEASE PRINT
- -------------------------------------------------------------------------------
1. My / our BGE shareholder account number is: __________________________
- -------------------------------------------------------------------------------
2. The registration of my/our shares, exactly as it appears on my/our stock
certificate(s) is shown below:
_______________________________________________
_______________________________________________
_______________________________________________
BEFORE YOU DEPOSIT YOUR CERTIFICATES UNDER THE PLAN'S CUSTODY FEATURE BE
SURE YOU KEEP A PERMANENT RECORD OF THE PURCHASE PRICE AND PURCHASE DATE OF
THE SHARES.
- --------------------------------------------------------------------------------
3. The stock certificate number(s) of the shares I am/we are depositing into
custody is/are: (attach a separate sheet if necessary)
No. Of Shares
__________________________________________ _____________
__________________________________________ _____________
__________________________________________ _____________
__________________________________________ _____________
Total Shares Being Deposited =============
YOUR STOCK CERTIFICATES ARE VALUABLE. IF YOU MAIL YOUR CERTIFICATES WE
URGE YOU TO USE SUFFICIENT REGISTERED INSURED MAIL. IT MAY COST YOU 2%
OF THE VALUE OF THE SECURITIES TO HAVE LOST CERTIFICATES
REPLACED.
- --------------------------------------------------------------------------------
4. With respect to the reinvestment of my/our dividends, I/we authorize the
following. Please mark one box below to indicate if you want all, some or
none of your dividends reinvested. If you choose Partial Dividend
Reinvestment, please also indicate in option a, b or c how much of your
dividends should be reinvested.
___ FULL DIVIDEND REINVESTMENT
- I/We wish to REINVEST dividends on ALL BGE common stock held in
my/our possession and in my/our Plan account AND make optional
cash investments.
___ PARTIAL DIVIDEND REINVESTMENT
- I/We wish to REINVEST a PORTION of the dividends paid on my/our
BGE common stock as follows AND make optional cash investments
(complete ONE of the options below):
a. reinvest__________%(fill in percent)of the dividends paid on
the shares held in my/our possession and___________% (fill
in percent)of the dividends paid on the shares held in
my/our Plan account.
b. reinvest the dividends paid on ___________ (fill in no. of
shares) of the shares held in my/our possession and
___________ (fill in no. of shares) of the shares held in
my/our Plan account.
c. reinvest $____________ (fill in dollar amount) of the
dividends paid on the shares held in my/our possession and
$____________ (fill in dollar amount) of the dividends paid
on the shares held in my/our Plan account.
___ OPTIONAL CASH INVESTMENTS ONLY (NO DIVIDEND REINVESTMENT)
- I/We wish to make optional cash investments ONLY and receive CASH
dividends on ALL BGE common stock held in my/our possession and
in my/our Plan account.
- --------------------------------------------------------------------------------
5. If you wish to submit an optional cash investment with this form, indicate
the amount you are remitting and enclose a check or money order, payable in
US dollars, to BGE (minimum - $25 per investment / maximum - $100,000
annually).
$_____________ (fill in amount remitted)
- --------------------------------------------------------------------------------
6. I/We certify that I/we have received and read the prospectus describing the
provisions of the Plan. This authorization must be signed by all registered
owners exactly as their names appear on their stock certificates.
( )
_____________________ ______________________ _____________________
Signature Date Signature Date Daytime Phone Number
- --------------------------------------------------------------------------------
BGE Shareholder Services
Telephone Numbers:
Metropolitan Baltimore 410-783-5920
Within Maryland 1-800-492-2861
Outside of Maryland 1-800-258-0499
Mailing Address:
BGE - Shareholder Services
P.O. Box 1642
Baltimore, MD 21203-1642
Overnight Address:
BGE - Shareholder Services
Room 820 - 39 W. Lexington St.
Baltimore, MD 21201
15
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information........... 1
General.................................... 1
Forward-Looking Statements................. 2
BGE........................................... 2
Use of Proceeds............................... 2
Who Administers the Plan ..................... 3
Common Questions About the Plan............... 3
Who Pays the Plan's Costs..................... 6
How to Join the Plan.......................... 6
Reinvesting Dividends......................... 6
Reinvest All or Part of Your Dividends..... 6
When Are Dividends Reinvested.............. 7
Changing Your Reinvestment Election........... 7
Optional Cash Investments..................... 7
How to Make................................ 7
Investments of Less Than $25
or More Than $100,000..................... 8
When Investments Are Made.................. 8
Refunds.................................... 8
Purchases and Sales of Shares................. 8
Source of Purchased Shares...................8
No Control Over Prices for Shares
Bought or Sold......................... 8
Independent Agent.......................... 8
Price for Shares Purchased from Us......... 9
Price For Shares Bought or Sold on
the Open Market......................... 9
Custody of Shares............................. 9
Other Provisions of the Custody Feature... 10
Withdrawals from the Plan.................... 10
For Cash or a Stock Certificate........... 10
To Transfer Shares........................ 10
Effect of Withdrawals and Transfers.......... 11
Terminating Participation.................... 11
By You.................................... 11
By Us..................................... 12
Plan Reports................................. 12
Plan Costs................................... 12
Federal Income Tax Consequences.............. 12
Dividends................................. 12
Sale of Shares............................ 13
Miscellaneous................................ 13
Assignment of Shares........................13
Stock Dividends and Stock Splits.......... 13
Voting.................................... 13
Limitation of Liability to Plan Participants13
Modification or Termination of the Plan... 14
Legal Opinion................................ 14
Experts...................................... 14
Limitation of Director and Officer Liability 14
Custody / Dividend Reinvestment
Authorization Form.......................15
<PAGE>
PROSPECTUS
2,372,531 Shares
[BGE LOGO OMITTED]
Baltimore Gas and Electric Company
Common Stock
----------------------------------------------
SHAREHOLDER INVESTMENT PLAN
----------------------------------------------
December 15, 1998
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee............... $40,040
Listing Fees...................................................... 32,500*
Services of Independent Accountants............................... 5,000*
Printing Expenses.................................................. 11,000*
Initial Postage and Mailing......................................... 8,000*
Blue Sky and Legal Fees and Expenses................................ 6,000*
Miscellaneous Expenses.............................................. 7,460*
--------
Total........................................................... $120,000
========
--------------
* Estimated
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 matter giving rise to
the Proceeding and (i) was committed in bad faith, or (ii) was the result of
active and deliberate dishonesty; or (b) the Director actually received an
improper personal benefit in money, property, or services; or (c) in the case of
any criminal action or proceeding, the Director had reasonable cause to believe
his act or omission was unlawful. However, the corporation may not indemnify any
Director in connection with a Proceeding by or in the right of the corporation
if the Director has been adjudged to be liable to the corporation. A Director or
officer who has been successful in the defense of any Proceeding described above
shall be indemnified against reasonable expenses incurred in connection with the
Proceeding. The corporation may not indemnify a Director in respect of any
Proceeding charging improper personal benefits to the Director in which the
Director was adjudged to be
II-1
<PAGE>
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 V of the Company's Charter reads as follows:
"A director or officer of the corporation shall not be
personally liable to the corporation or its stockholders for monetary
damages except (i) to the extent that it is proved that the person
actually received an improper benefit or profit in money, property, or
services for the amount of the benefit or profit in money, property or
services actually received or (ii) to the extent that a judgment or
other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's
action or failure to act was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. It is the intent of this Article that the liability of
directors and officers shall be limited to the fullest extent permitted
by the Maryland General Corporation Law, as amended from time to time.
Any repeal or modification of the foregoing paragraph by the
stockholders of the corporation shall not adversely affect any right or
protection of a director or officer of the
II-2
<PAGE>
corporation existing at the time of such repeal or modification."
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."
The Directors and officers of the Company 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 Company.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of this
Post-Effective Amendment No. 1 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
II-3
<PAGE>
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 Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(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.
II-4
<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. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland on the 15th day of
December, 1998.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ David A. Brune
--------------------
David A. Brune
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal executive
officer and director:
/s/ C. H. Poindexter Chairman of the December 15, 1998
------------------------- Board and Director
C. H. Poindexter
Principal financial and
accounting officer:
/s/ David A. Brune Vice President December 15, 1998
-------------------------
David A. Brune
Directors:
* H. Furlong Baldwin
* Beverly B. Byron
* J. Owen Cole
* Jerome W. Geckle Directors December 15, 1998
* Edward A. Crooke
* George V. McGowan
* George L. Russell, Jr.
* Michael D. Sullivan
*By: /s/ C. H. Poindexter
----------------------------------
C. H. Poindexter, Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
4(a)* - Charter of Baltimore Gas and Electric Company, restated
as of August 16, 1996. (Designated as Exhibit 3 to the Form
10-Q for the quarter ended September 30, 1996, dated November
14, 1996, File No. 1-1910.)
4(b)* - By-Laws of Baltimore Gas and Electric Company, as amended
to October 16, 1998. (Designated as Exhibit 3 to the Form
10-Q for the quarter ended September 30, 1998, File No. 1-1910.)
4(c)* - Form of Common Stock Certificate. (Designated as Exhibit
4 to Form S-3 Registration Statement No. 33-49801.)
5* - Opinion of Company Counsel as to legality. (Designated as
Exhibit 5 to Form S-3 Registration Statement No. 33-49801.)
23(a) - Consent of PricewaterhouseCoopers LLP, Independent
Certified Public Accountants.
23(b)* - Consent of Company Counsel (included in Exhibit 5).
24* - Power of Attorney. (Designated as Exhibit 25 to Form S-3
Registration Statement No. 33-49801.)
- ------------------
* Incorporated by reference.
II-6
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement (File No. 33-49801) on Form S-3 covering
2,372,531 shares of Baltimore Gas and Electric Company (BGE) common stock
(without par value) in connection with BGE's Shareholder Investment Plan (the
"Registration Statement") of our report dated January 21, 1998, on our audits of
the consolidated financial statements and financial statement schedule included
on Form 10-K of Baltimore Gas and Electric Company and Subsidiaries as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997.
We also consent to the reference to our firm under the caption "Experts" in this
Registration Statement.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
Baltimore, Maryland
December 14, 1998
