UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 1998
BGE CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware Applied for
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(State of incorporation or organization) (IRS Employer
Identification No.)
BALTIMORE GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Maryland 1-1910 52-0280210
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(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
39 W. Lexington Street Baltimore, Maryland 21201
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(Address of registrants' principal executive offices) (Zip Code)
410-234-5511
(Registrants' telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
Item 5. Other Events
Baltimore Gas and Electric Company (BGE) and BGE Capital Trust I
(Trust) hereby file the following exhibit in connection with the offering by the
Trust of 10,000,000 7.16% Trust Originated Preferred Securities pursuant to the
registration statement of the Trust and BGE (File No. 333-53767-01 and
333-53767) filed with the Securities and Exchange Commission under the
Securities Act of 1933.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
Date June 15, 1998 /s/ David A. Brune
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David A. Brune, Vice President
on behalf of the Registrant and
as Principal Financial Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BGE CAPITAL TRUST I
(Registrant)
Date June 15, 1998 /s/ David A. Brune
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David A. Brune, Administrative Trustee
-2-
<PAGE>
EXHIBIT INDEX
Exhibit
Number
8 Tax Opinion of Winthrop, Stimson, Putnam & Roberts dated
as of June 15, 1998.
23(d) Consent of Winthrop, Stimson, Putnam & Roberts (included
in Exhibit 8).
-3-
EXHIBIT 8
WINTHROP, STIMSON, PUTNAM & ROBERTS
One Battery Park Plaza
New York, NY 10004-1490
June 15, 1998
Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
BGE Capital Trust I
c/o Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
Re: BGE Capital Trust I -- 7.16% Trust Originated Preferred Securities
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Ladies and Gentlemen:
As special tax counsel to Baltimore Gas and Electric Company,
a Maryland corporation (the "Company"), and BGE Capital Trust I, a Delaware
business trust (the "Issuer"), we have assisted in the preparation of the
prospectus supplement (the "Prospectus Supplement") and the prospectus (together
with the Prospectus Supplement, the "Prospectus") that form a part of the
registration statement on Form S-3 under the Securities Act of 1933 (the "Act"),
as filed with the Securities and Exchange Commission (the "Registration
Statement"), in connection with the proposed offering by the Issuer of
10,000,000 of its 7.16% Trust Originated Preferred Securities (liquidation
amount $25 per preferred security), and the proposed issuance by the Company to
the Issuer of its 7.16% Deferrable Interest Subordinated Debentures due 2038.
Unless otherwise defined herein, all terms used herein shall have the meanings
ascribed to them in the Prospectus.
We have examined and relied upon the Registration Statement
and, in each case as filed as an exhibit to the Registration Statement, (i) the
form of Amended and Restated Declaration of Trust of the Issuer among the
Company, as Depositor, and the several trustees named therein, (ii) the form of
Indenture between the Company and The Bank of New York, as Trustee (the
"Trustee"), (iii) the form of First Supplemental Indenture between the Company
and the Trustee and (iv) the form of Guarantee Agreement between the Company and
The Bank of New York, as Preferred Guarantee Trustee (the "Transaction
Documents").
Based on the foregoing and on our consideration of such other
information as we have deemed necessary and appropriate, we are of the opinion
that (i) under current law and based on the representations, facts and
assumptions described in the Prospectus, and assuming full compliance with the
terms of the Transaction Documents, the Issuer will be characterized for United
States federal income tax purposes as a grantor trust and will not be taxable as
a corporation, and (ii) the statements made in the Prospectus Supplement under
the caption "United States Taxation," to the extent they constitute matters of
law or legal conclusions, are accurate and correct in all material respects and
fairly present the information set forth therein.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our firm under the
headings "Legal Opinions" in the Prospectus and "United States Taxation" in the
Prospectus Supplement. In giving such consent, we do not thereby admit that we
are included in the category or persons whose consent is required under Section
7 of the Act.
Very truly yours,
/s/ Winthrop, Stimson, Putnam & Roberts
