SECURITIES AND EXCHANGE COMMISSION
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FORM 8-A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BGE Capital Trust I
(Exact name of registrant as specified in its charter)
Delaware Applied for
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Baltimore Gas and Electric Company
Maryland 52-028021
(State of incorporation) (I.R.S. Employer Identification No.)
39 W. Lexington Street, Baltimore, Maryland 21201
(Address of registrants' principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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BGE Capital Trust I 7.16% Trust
Originated Preferred Securities (and New York Stock Exchange
the Guarantee with respect thereto)
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
333-53767 333-53767-01
Baltimore Gas and Electric Company BGE Capital Trust I
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby is the 7.16% Trust
Originated Preferred Securities (the "Preferred Securities") of BGE Capital
Trust I, a statutory business trust created under the laws of the State of
Delaware (the "Trust"). The Preferred Securities represent preferred undivided
beneficial interests in the assets of the Trust, and are guaranteed by Baltimore
Gas and Electric Company, a Maryland corporation ("BGE") and the Depositor of
the Trust, to the extent set forth in the Registration Statement on Form S-3 of
the Trust and BGE (Registration Nos. 333-53767-01 and 333-53767) (the
"Registration Statement"), filed with the Securities and Exchange Commission on
May 28, 1998, and the form of Prospectus included therein, and the Preliminary
Prospectus Supplement for the Preferred Securities which descriptions are
incorporated herein by reference. Definitive copies of the Prospectus and the
Prospectus Supplement describing the Preferred Securities will be filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, and shall be
incorporated by reference into this registration statement on Form 8-A. ("Trust
Originated Preferred Securities" is a service mark of Merrill Lynch & Co., Inc.)
Item 2. Exhibits
2.1 Certificate of Trust, dated May 22, 1998, of BGE Capital Trust I
(incorporated herein by reference to Exhibit 4(a) to the Registration
Statement).
2.2 Form of Amended and Restated Declaration of Trust of BGE Capital
Trust I (incorporated herein by reference to Exhibit 4(c) to the
Registration Statement).
2.3 Form of Preferred Security (incorporated herein by reference to Exhibit
4(g)to the Registration Statement).
2.4 Form of Guarantee Agreement with respect to the Preferred Securities
(incorporated herein by reference to Exhibit 4(f) to the Registration
Statement).
2.5 Form of Subordinated Indenture between Baltimore Gas and Electric
Company and the Bank of New York, as Trustee (incorporated herein by
reference to Exhibit 4(d) to the Registration Statement).
2.6 Form of Supplemental Indenture to Indenture to be used in connection
with the issuance of a series of Deferrable Interest Subordinated
Debentures (incorporated herein by reference to Exhibit 4(e) to the
Registration Statement).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, this 8th day
of June 1998.
BGE Capital Trust I
By /s/ David A. Brune
David A. Brune, Trustee
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized, this 8th day
of June 1998.
Baltimore Gas and Electric Company
By /s/ David A. Brune
David A. Brune, Vice President
