Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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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)
52-1964611
(I.R.S. Employer Identification No.)
39 W. Lexington Street, Baltimore, Maryland 21201
(410) 234-5000
(Address, including Zip Code, and Telephone Number, including Area Code
of Registrant's Principal Executive Offices)
David A. Brune, Vice President
250 W. Pratt Street, Baltimore, Maryland 21201
(410) 783-3601
(Name, Address, including Zip Code, and Telephone Number, including Area Code
of Registrant's Agent for Service)
Approximate date of commencement of proposed sale to the public: After the
effective date of this Registration Statement as determined by market
conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of maximum Proposed
each class of offering maximum Amount of
securities to Amount of price aggregate registration
be registered be registered per unit offering price fee
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Medium-Term Notes, $150,000,000 100%* $150,000,000 $39,600
Series I
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* Inserted solely for the purpose of calculating the registration fee.
** $23,000,000 principal amount of Medium-Term Notes, Series H are being
carried forward from Registration No. 333-66015 for which a registration
fee was previously paid .
Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement also serves as a post-effective amendment of the
Registrant's Registration Statement on Form S-3 (Registration No. 333-66015).
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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[COMPANY LOGO]
$173,000,000
Baltimore Gas and Electric Company
Medium Term Notes 39 W. Lexington Street
Series I Baltimore, Maryland 21201
(410) 234-5000
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P R O S P E C T U S
________________________________________________________________________________
This prospectus is part of a registration statement that we filed with the SEC
utilizing a "shelf" registration process. Under this shelf process, we may, from
time to time, sell the notes described in this prospectus in one or more
offerings up to a total dollar amount of $173,000,000. We will receive between
$171,702,500 and $172,783,750 of the proceeds from the sale of the notes (99.25%
- 99.875% on a per note basis), after paying the agents' commissions of between
$216,250 and $1,297,500 (0.125% - 0.75% on a per note basis).
This prospectus provides you with a general description of the notes we may
offer. Each time we sell notes, we will provide a pricing supplement (which may
also be referred to as a prospectus supplement) that will contain specific
information about the terms of that offering. The supplement may also add,
update or change information contained in this prospectus.
This investment involves certain risks. Please refer to the discussion of risk
factors on page 4.
________________________________________________________________________________
We urge you to carefully read this prospectus and the pricing supplement which
will describe the specific terms of the offering together with additional
information described under the heading WHERE YOU CAN FIND MORE INFORMATION
before you make your investment decision.
________________________________________________________________________________
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.
LEHMAN BROTHERS
BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO.
Agents
(Once the registration statement is effective, the date of the prospectus will
be inserted here.)
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Table of Contents
Page
FORWARD LOOKING STATEMENTS............................................. 3
BALTIMORE GAS AND ELECTRIC COMPANY...................................... 4
RISK FACTORS............................................................ 4
PRICING SUPPLEMENT...................................................... 5
USE OF PROCEEDS......................................................... 5
RATIO OF EARNINGS TO FIXED CHARGES...................................... 6
DESCRIPTION OF THE NOTES................................................ 6
PLAN OF DISTRIBUTION.................................................... 18
LEGAL OPINIONS.......................................................... 19
EXPERTS................................................................. 19
WHERE YOU CAN FIND MORE INFORMATION..................................... 19
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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. These risks, uncertainties and factors include,
but are not limited to:
o general economic, business and regulatory conditions;
o energy supply and demand;
o competition;
o federal and state regulations;
o availability, terms and use of capital;
o environmental issues;
o weather;
o implications of the restructuring order issued by the Maryland Public
Service Commission (Md. PSC) regarding electric deregulation including the
outcome of the appeal of the order;
o loss of revenues due to customers choosing alternative suppliers;
o inability to recover all costs associated with providing electric retail
customersservice during the electric rate freeze period; and
o implications from the transfer of BGE's generation assets to non-regulated
subsidiaries of Constellation Energy Group, Inc., BGE's parent, including,
the outcome of the appeal of the Md.
PSC's order regarding the asset transfer.
Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Please see the documents we incorporate by reference
for more information on these factors. These forward-looking statements
represent our estimates and assumptions only as of the date of this prospectus.
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BALTIMORE GAS AND ELECTRIC COMPANY
BGE, a wholly-owned subsidiary of Constellation Energy Group, Inc.,
("Constellation Energy") is a regulated energy delivery company transmitting and
distributing electricity throughout a 2,300-square-mile service territory and
distributing natural gas throughout a 600-square-mile service territory in
Central Maryland. Effective on July 1, 2000 electric customer choice and
competition among electric suppliers was implemented in Maryland. For a more
detailed discussion of the Maryland law authorizing customer choice and
competition, and the Maryland Public Service Commission order (Restructuring
Order) that resolved major issues surrounding electric restructuring, please
refer to our Annual Report on Form 10K. See Where You Can Find More Information.
As part of the implementation of electric customer choice and competition in
Maryland, our generating assets were deregulated. As a result, on July 1, 2000,
we transferred, at book value, all of our nuclear and fossil generating assets,
including ownership in two coal plants and a hydroelectric plant located in
Pennsylvania to nonregulated subsidiaries of Constellation Energy. In total,
these generating assets represent about 6,240 megawatts of generation capacity
with a total net book value at June 30, 2000 of approximately $2.4 billion. The
electric generation portion of our business represented about one-half of our
operating income. In addition, on July 1, 2000 the electric fuel rate was
discontinued.
Under the Restructuring Order, we will provide electricity
(standard offer service) to customers at fixed rates over various time periods
until June 30, 2006 if they do not choose an alternate supplier. A Constellation
Energy nonregulated subsidiary will provide us with the energy and capacity
required to meet our standard offer service obligations at fixed prices for the
first three years of the transition period. Standard offer service will be
competitively bid thereafter.
We also transferred approximately $278 million of our tax exempt debt to
nonregulated subsidiaries of Constellation Energy related to the transferred
assets. In addition, we received $366 million in unsecured promissory notes.
Repayment of the notes by a nonregulated subsidiary of Constellation Energy have
been and will be used exclusively to service certain long-term debt of BGE. We
also transferred equity associated with the generating assets to Constellation
Energy's nonregulated subsidiaries. Our fossil fuel and nuclear fuel
inventories, materials and supplies, and certain power purchase contracts were
also transferred.
On August 14, 2000, we filed a Form 10-Q for the quarter ended June 30, 2000
with the Securities and Exchange Commission which contains pro forma financial
information on the potential impact of the transfer of our generating assets.
See Where You Can Find More Information. We cannot estimate the impact on our
business of the increased financial risks associated with electric customer
choice and competition and the transfer of our generating assets. However, both
will have a material impact on our future financial results.
RISK FACTORS
Lower Revenues. Under deregulation, until our customers choose an alternate
supplier for electricity, we will continue to provide electricity to them under
our standard offer service. Once customers begin to choose alternate suppliers,
our revenues from the sale of electricity will decline. Therefore at some point
in the future, our revenues will come primarily from the delivery service we
provide to our gas and electric customers. No assurance can be given as to the
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amount of revenues we will earn in the future, which will be affected by the
electric rate freeze discussed below and also by the same primary influences
that affect our revenues today:
o the rates approved by the Md.Public Service Commission that we are allowed to
charge our customers for the services we provide;
o the weather;
o the number of customers;
o the amount each customer uses; and
o competition.
Electric Rate Freeze. On July 1, 2000, our annual residential rates decreased by
approximately $54 million and will be frozen at that level until June 30, 2006.
While commercial and industrial customer rates were not reduced, these customers
have up to 4 service options by which to fix electric rates and transition
charges for a period that generally ranges from 4 to 6 years. Electric delivery
service rates for commercial and industrial customers will be frozen for a
4-year period.
As a result, during the electric rate freeze periods, we may not be able to
recover from our ratepayers any additional costs associated with providing them
service. Once the electric rate freeze periods are over, we are free to
reexamine our rate structure and, if appropriate, file with the Md. PSC for a
change in the applicable rates.
Market Price Risk on Standard Offer Service. Until June 30, 2006, we are
required to provide electricity (standard offer service) at prices fixed by the
Md. PSC to our residential customers (and for up to 4 years to commercial and
industrial customers depending on what service option they choose) who do not
choose an alternate supplier. A nonregulated subsidiary of Constellation Energy
will provide us with the energy and capacity required to meet our standard offer
service obligations at fixed prices for the first three years of the transition
period (until June 30, 2003). As a result, we will not bear any market price
risk of providing standard offer service during this time. Thereafter, we will
competitively bid the energy and capacity for providing standard offer service
and will be subject to market price risk. As a result, during the last 3 years
of the transition period and thereafter we may be unable to purchase the
electricity we must provide at prices equal to or below the price at which we
can sell the electricity to our customers.
PRICING SUPPLEMENT
The pricing supplement, which may also be called a prospectus supplement, for
each offering of notes will contain the specific information and terms for that
offering. The pricing supplement may also add, update or change information
contained in this prospectus. It is important for you to consider the
information contained in this prospectus and the pricing supplement in making
your investment decision.
USE OF PROCEEDS
Based on our current plans and estimates, the net proceeds from the sale of the
notes 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 average interest
rate, see our most recent Form 10-K and 10-Q. See Where You Can Find More
Information.
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RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods indicated is as
follows:
Twelve Months Ended
December 31,
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June 30, 2000 1999 1998 1997 1996 1995
------------- ---- ---- ---- ---- ----
3.40 3.45 2.94 2.78 3.10 3.21
For current information on the Ratio of Earnings to Fixed Charges, please see
our most recent Form 10-K and 10-Q. See Where You Can Find More Information.
DESCRIPTION OF THE NOTES
General
We will issue the notes under an indenture between us and The Bank of New York,
dated as of July 1, 1985 as supplemented on October 1, 1987 and January 26,
1993. The indenture is a contract between us and The Bank of New York acting as
trustee. The trustee has two main roles. First, the trustee can enforce your
rights against us if an "Event of Default" described below occurs. Second, the
trustee performs certain administrative duties for us.
The indenture is summarized below. Because it is a summary, it does not contain
all of the information that may be important to you. We have filed the indenture
and its supplements with the SEC, and we suggest that you read it. You
especially need to read the indenture to get a complete understanding of your
rights and our obligations under the provisions described in Event of Default;
Modification of Indenture; and Consolidation, Merger or Sale. See Where You Can
Find More Information on how to locate the indenture and the supplements. You
may also review the indenture at the Trustee's offices at 101 Barclay Street,
New York, New York.
The specific terms of each series of notes will be described in the particular
pricing supplement relating to that series. The pricing supplement may or may
not modify the general terms found in this prospectus and will be filed with the
SEC. For a complete description of the terms of a particular series of notes,
you should read both this prospectus and the pricing supplement relating to that
series.
The indenture does not limit the amount of notes that may be issued. Each series
of notes may differ as to their terms. For current information on our debt
outstanding see our most recent Form 10-K and 10-Q. See Where You Can Find More
Information.
The notes are unsecured and will rank equally with all our unsecured
indebtedness. The notes will be denominated in U.S. dollars and we will pay
principal and interest in U.S. dollars. The notes will not be subject to any
conversion, amortization, or sinking fund. It is anticipated that the notes will
be "book-entry," represented by a permanent global note registered in the name
of The Depository Trust Company, or its nominee. However, we reserve the right
to issue notes in certificate form registered in the name of the noteholders.
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In the discussion that follows, whenever we talk about paying principal on the
notes, we mean at maturity, redemption or repurchase. Also, in discussing the
time for notices and how the different interest rates are calculated, all times
are New York City time, unless otherwise noted.
The following terms may apply to each note as specified in the applicable
pricing supplement and the note. The applicable pricing supplement will describe
the terms for the notes including: interest rate, maturity date, remarketing
provisions, our right to redeem notes, the holders' right to tender notes, and
any other provisions.
Redemptions
We may redeem notes at our option. Notes may be redeemable in whole or in part
in increments of $1,000 upon no more than 60, and not less than 30 days prior
notice. If we do not redeem all the notes of a series at one time, the Trustee
selects the notes to be redeemed in a manner it determines to be fair.
Repurchases
The noteholder may have the right to cause us to repurchase the notes. We will
repurchase the notes in whole or in part in increments of $1,000. The method for
repurchases differs for book-entry and certificate notes, and is discussed later
in this section, Description of the Notes.
Remarketed Notes
We may issue notes with remarketing features that allow holders the option to
sell their notes back to us. In turn, we have the option to retire these notes
or remarket and sell them to new holders.
Book-Entry Notes - Registration, Transfer, and Payment of Interest and Principal
Book-entry notes of a series will be issued in the form of a global note that
will be deposited with The Depository Trust Company, New York, New York ("DTC").
This means that we will not issue certificates to each holder. One global note
will be issued to DTC who will keep a computerized record of its participants
(for example, your broker) whose clients have purchased the notes. The
participant will then keep a record of its clients who purchased the notes.
Unless it is exchanged in whole or in part for a certificate note, a global note
may not be transferred; except that DTC, its nominees, and their successors may
transfer a global note as a whole to one another.
Beneficial interests in global notes will be shown on, and transfers of global
notes will be made only through, records maintained by DTC and its participants.
DTC has provided us the following information: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Direct Participants") deposit with DTC. DTC
also records the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through
computerized records for Direct Participant's accounts. This eliminates the need
to exchange certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations.
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DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a Direct
Participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, LLC and the National Association of
Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global notes for all
purposes. Accordingly, we, the Trustee and any paying agent will have no direct
responsibility or liability to pay amounts due on the global notes to owners of
beneficial interests in the global notes.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global notes as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Direct Participants whose accounts are credited
with notes on a record date, by using an omnibus proxy. Payments by participants
to owners of beneficial interests in the global notes, and voting by
participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with notes held
for the account of customers registered in "street name." However, payments will
be the responsibility of the participants and not of DTC, the Trustee or us.
Notes represented by a global note will be exchangeable for certificate notes
with the same terms in authorized denominations only if:
o DTC notifies us that it is unwilling or unable to continue as depositary or
if DTC ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by us within 90 days; or
o We determine not to require all of the notes of a series to be represented
by a global note and notify the Trustee of our decision.
Book-Entry Notes - Method of Repurchase
Participants, on behalf of the owners of beneficial interests in the global
notes, may exercise the repurchase option by delivering written notice to our
paying agent at least 30, but no more than 60, days prior to the date of
repurchase. The paying agent, The Bank of New York, must receive notice by 5:00
p.m. on the last day for giving notice. Procedures for the owners of beneficial
interests in global notes to notify their participants of their desire to have
their note repurchased will be governed by the customary practices of the
participant. The written notice to the paying agent must state the principal
amount to be repurchased. It is irrevocable and a duly authorized officer of the
participant (with signatures guaranteed) must sign it.
Certificate Notes - Registration, Transfer, and Payment of Interest and
Principal
If we issue certificate notes, they will be registered in the name of the
noteholder. The notes may be transferred or exchanged, pursuant to
administrative procedures in the indenture, without the payment of any service
charge (other than any tax or other governmental charge) by contacting the
paying agent.
Holders of over $5 million in principal amount of notes can request that payment
of principal and interest be wired to them by contacting the paying agent at the
address set forth above at least one business day prior to the payment date.
Otherwise, payments will be made by check.
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Certificate Notes - Method of Repurchase
Noteholders desiring to exercise their repurchase option must notify the paying
agent at least 30 but not more than 45 days prior to the repayment date by
providing the bank:
o the note, with the section entitled "Option to Elect Repayment" on the
reverse of the note completed; or
o a fax or letter (first class, postage prepaid) from a member of a national
securities exchange, the National Association of Securities Dealers, or a
bank or trust company in the United States which states the following:
the name of the holder;
the principal amount of the note and the amount to be repurchased;
the certificate number or the maturity and a description of the terms
of the note;
a statement that you wish to sell all or a portion of your note; and
o A guaranty that the note with the section entitled "Option to Elect
Repayment" on the reverse of the note completed, will be received by the
paying agent within 5 business days.
The note and form must be received by the paying agent by such 5th business day.
Your notice of repurchase is irrevocable.
If you sell a portion of a note, the old note will be canceled and a new note
for the remaining principal amount will be issued to you.
Interest Rate
General
The interest rate on the notes will either be fixed or floating. The interest
paid will include interest accrued to, but excluding, the date of maturity,
redemption or repurchase. Interest is generally payable to the person in whose
name the note is registered at the close of business on the record date before
each interest payment date. Interest payable at maturity, redemption, or
repurchase, however, will be payable to the person to whom principal is payable.
The first interest payment on any note originally issued between a record date
and interest payment date or on an interest payment date will be made on the
interest payment date after the next record date. Interest payments, other than
those payable at maturity, redemption or repurchase will be paid, at our option,
by check or wire transfer.
Fixed Rate Notes
Each pricing supplement will designate the fixed rate of interest payable on a
note. Interest will be paid May 1 and November 1, and upon maturity, redemption
or repurchase. If any payment date falls on a day that is not a Business Day
(defined below), payment will be made on the next Business Day and no additional
interest will be paid. The record dates for such notes will be April 15 (for
interest to be paid on May 1) and October 15 (for interest to be paid on
November 1). Interest payments will be the amount of interest accrued to, but
excluding, each May 1 and November 1. Interest will be computed using a 360-day
year of twelve 30-day months.
"Business Day" means any day other than a Saturday or Sunday that (a) is not a
day on which banking institutions in the state of Maryland, or in New York, New
York, are authorized or obligated by law or executive order to be closed, and
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(b) with respect to floating rate notes with a LIBOR interest rate formula only,
is a day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market.
Floating Rate Notes
General
Each floating rate note will have an interest rate formula. The formula may be
based on:
o the commercial paper rate;
o the prime rate;
o the CD rate;
o the federal funds effective rate;
o the LIBOR;
o the Treasury rate;
o the CMT rate; or
o another index to be described in the applicable pricing supplement.
The interest rate for each interest period will be based on the formula plus a
spread or multiplied by a spread multiplier, if any, as indicated in the
applicable pricing supplement. In addition, any floating rate note may have a
maximum or minimum interest rate limitation.
Date of Interest Rate Change
The interest rate on each floating rate note may be reset daily, weekly,
monthly, quarterly, semi-annually, or annually based on the Index Maturity for
the interest rate formula as specified in the applicable pricing supplement.
"Index Maturity" means the period to maturity on the referenced floating
interest rate contract on which the interest rate formula is based. The specific
dates on which the interest rate will reset (Interest Reset Date) will be
specified in the applicable pricing supplement and will be:
o for notes which reset daily, each Business Day;
o for notes (other than Treasury rate notes) which reset weekly, the
Wednesday of each week;
o for Treasury rate notes which reset weekly, the Tuesday of each
week;
o for notes which reset monthly, the third Wednesday of each month;
o for notes which reset quarterly, the third Wednesday of March, June,
September and December;
o for notes which reset semi-annually, the third Wednesday of the two months
of each year indicated in the applicable pricing supplement; and
o for notes which reset annually, the third Wednesday of the month of each
year indicated in the applicable pricing supplement.
The initial interest rate or interest rate formula on each note effective until
the first Interest Reset Date will be indicated in the applicable pricing
supplement. Thereafter, the interest rate will be the rate determined on the
next Interest Determination Date, as explained below. Each time a new interest
rate is determined, it will become effective on the subsequent Interest Reset
Date. If any Interest Reset Date is not a Business Day, then the Interest Reset
Date will be postponed to the next Business Day. However, in the case of a LIBOR
note, if the next Business Day is in the next calendar month, the Interest Reset
Date will be the immediately preceding Business Day.
When Interest Rate is Determined
The interest rate for all notes (except Treasury rate notes) will be the rate
determined on the second Business Day before the Interest Reset Date (Interest
Determination Date).
The Interest Determination Date for Treasury rate notes will be the day of the
week in which the Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on Tuesday. However, the auction may be held on the preceding
Friday. If an auction is held on the preceding Friday, that day will be the
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Interest Determination Date pertaining to the Interest Reset Date occurring in
the next week. If an auction date falls on any Interest Reset Date then the
Interest Reset Date will instead be the first Business Day immediately following
the auction date.
The Bank of New York, or its successor (Calculation Agent), will calculate the
interest rate on the tenth day or if not a business day, the next business day,
after the related Interest Determination Date (Calculation Date) for all
floating rate notes except LIBOR notes. For LIBOR notes the Calculation Date
will be the Interest Determination Date.
Upon request, the Calculation Agent will provide the current interest rate and,
if different, the interest rate which will become effective on the next Interest
Reset Date.
When Interest Is Paid
Interest is paid as follows:
o for notes which reset daily or weekly, on the third Wednesday of March, June,
September and December;
o for notes which reset monthly, on the third Wednesday of each month or on
the third Wednesday of March, June, September and December (as indicated in
the applicable pricing supplement);
o for notes which reset quarterly, on the third Wednesday of March, June,
September, and December;
o for notes which reset semi-annually, on the third Wednesday of the two
months specified in the applicable pricing supplement;
o for notes which reset annually, on the third Wednesday of the month
specified in the applicable pricing supplement; and
o at maturity, redemption or repurchase.
If interest is payable on a day which is not a Business Day, payment will be
postponed to the next Business Day. However, for LIBOR notes, if the next
Business Day is in the next calendar month, interest will be paid on the
preceding Business Day.
The record date will be 15 calendar days prior to each day interest is paid,
whether or not such day is a Business Day.
The interest payable will be the amount of interest accrued to, but excluding,
the interest payment date. However, for notes on which the interest resets daily
or weekly, the interest payable will include interest accrued to and including
the record date prior to the interest payment date. If the interest payment date
is also a day that principal is due, the interest payable will include interest
accrued to, but exclude, the date of maturity, redemption or repurchase.
The accrued interest for any period is calculated by multiplying the principal
amount of a note by an accrued interest factor. The accrued interest factor is
computed by adding the interest factor calculated for each day in the period to
the date for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards if necessary, as described below) is
computed by dividing the interest rate (expressed as a decimal rounded upwards
if necessary) applicable to such date by 360, unless the notes are Treasury rate
notes or CMT rate notes in which case it will be divided by the actual number of
days in the year.
All percentages resulting from any calculation of floating rate notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upwards).
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Commercial Paper Rate Notes
Each commercial paper rate note will bear interest at the rate (calculated with
reference to the Commercial Paper Rate and the spread and/or spread multiplier,
if any) specified on the commercial paper rate note and in the applicable
pricing supplement.
"Commercial Paper Rate" means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on such date for commercial paper having the Index Maturity specified
in the applicable pricing supplement as published in H.15(519) under the heading
"Commercial Paper." "H.15(519)" means the weekly statistical release entitled
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication, published by the Board of Governors of the Federal Reserve System.
The "Money Market Yield" is the yield (expressed as a percentage rounded
upwards, if necessary, to the next higher one-hundred thousandth of a percentage
point) calculated in accordance with the following formula:
Money Market Yield =
D X 360 X 100
-------------
360 - (D X M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 9:00 A.M. on the
Calculation Date, then the Commercial Paper Rate will be the Money
Market Yield of the rate on the Commercial Paper Interest Determination
Date for commercial paper having the Index Maturity specified in the
applicable pricing supplement as published in Composite Quotations under
the heading "Commercial Paper."
"Composite Quotation" means the daily statistical release entitled "Composite
3:30 P.M. Quotations for U.S. Government Securities,"
or any successor publication, published by The Federal Reserve Bank of New York.
(b) If the rate is not published or in Composite Quotations by 3:00 P.M. on the
Calculation Date, the Commercial Paper Rate for that Commercial Paper Interest
Determination Date will then be calculated by the Calculation Agent in the
following manner.
The Commercial Paper Rate will be calculated as the Money Market Yield of the
average for the offered rates, as of 11:00 A.M., on that date, of three leading
dealers of commercial paper in New York selected for commercial paper having the
applicable Index Maturity placed for an industrial issuer whose bond rating is
"AA," or the equivalent, from a nationally recognized rating agency.
(c) Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
Prime Rate Notes
Each prime rate note will bear interest at the rate (calculated with reference
to the Prime Rate and the spread and/or spread multiplier, if any) specified on
the prime rate note and in the applicable pricing supplement.
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<PAGE>
"Prime Rate" means, with respect to any Prime Rate Interest Determination Date,
the rate set forth on such date in H.15(519) under the heading "Bank Prime
Loan."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 9:00 A.M. on the
Calculation Date, then the Prime Rate will be the average (rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage point) of
the rates of interest publicly announced by each bank that appear on the Reuters
Screen USPRIMEONE Page as its prime rate or base lending rate as in effect for
that Prime Rate Interest Determination Date.
(b) If fewer than four, but more than one, rates appear on the Reuters Screen
USPRIMEONE Page or replacement page, the Prime Rate will be the average of the
prime rates (quoted on the basis of the actual number of days in the year
divided by a 360-day year) as of the close of business on the Prime Rate
Interest Determination Date by four major money center banks in New York
selected by the Calculation Agent.
(c) If fewer than two rates appear, the Prime Rate shall be determined on the
basis of the rates furnished in New York by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of the
United States, or any State thereof, having total equity capital of at least
$500 million and being subject to supervision or examination by a Federal or
State authority, as selected by the Calculation Agent.
(d) Finally, if the banks are not quoting as mentioned above, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
CD Rate Notes
Each CD rate note will bear interest at the rate (calculated with reference to
the CD Rate and the spread and/or spread multiplier, if any) specified on the CD
rate note and in the applicable pricing supplement.
"CD Rate" means, with respect to any CD Rate Interest Determination Date, the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified in the applicable pricing supplement as published in
H.15(519) under the heading "CDs (Secondary Market)."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 9:00 A.M. on the
Calculation Date, then the CD Rate will be the rate on that CD Rate Interest
Determination Date for negotiable certificates of deposit having the applicable
Index Maturity as published in Composite Quotations under the heading
"Certificates of Deposit."
(b) If that rate is not published in Composite Quotations by 3:00 P.M. on that
Calculation Date, the CD Rate for that CD Interest Determination Date shall be
calculated by the Calculation Agent as follows:
The CD Rate will be calculated as the average of the secondary market offered
rates, as of 10:00 A.M., of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money market banks
with a remaining maturity closest to the Index Maturity specified in the
applicable pricing supplement in a denomination of $5,000,000.
(c) Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
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interest in effect for the prior interest reset period.
Federal Funds Effective Rate Notes
Each federal funds effective rate note will bear interest at the rate
(calculated with reference to the Federal Funds Effective Rate and the spread
and/or spread multiplier, if any) specified on the federal funds effective rate
note and in the applicable pricing supplement.
"Federal Funds Effective Rate" means, with respect to any Federal Funds
Effective Interest Determination Date, the rate on such date for Federal Funds
as published in H.15(519) prior to 11:00 A.M. under the heading "Federal Funds
(Effective)."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) prior to 11:00 A.M. on the
Calculation Date, then the Federal Funds Effective Rate will be the rate on that
Federal Funds Effective Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate."
(b) If that rate is not published in Composite Quotations by 3:00 P.M. on the
Calculation Date, the Federal Funds Effective Rate for that Federal Funds
Effective Interest Determination Date will be calculated by the Calculation
Agent as follows:
The Federal Funds Effective Rate will be the average of the rates, as of 11:00
A.M. on that date, for the last transaction in overnight Federal Funds arranged
by three leading brokers of federal funds transaction in New York selected by
the Calculation Agent.
(c) Finally, if fewer than three brokers are quoting as mentioned above, the
rate of interest in effect for the applicable period will be the same as the
rate of interest in effect for the prior interest reset period.
LIBOR Notes
Each LIBOR note will bear interest at the rate (calculated with reference to
LIBOR and the spread and/or spread multiplier, if any) specified on the LIBOR
note and in the applicable pricing supplement.
LIBOR will be determined by the Calculation Agent as follows:
(a) With respect to any LIBOR Interest Determination Date, LIBOR will be
determined by either:
(1) the average of the offered rates for deposits of not less than $1,000,000 in
U.S. dollars having the Index Maturity specified in the applicable pricing
supplement, beginning on the second Business Day immediately after that date,
that appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on
that date, if at least two offered rates appear on the Reuters Screen LIBO Page;
or
(2) the rate for deposits in U.S. dollars having the Index Maturity designated
in the applicable pricing supplement, beginning on the second London Business
Day immediately after such date, that appears on the Telerate Page 3750 as of
11:00 A.M., London time, on that date.
If neither Reuters Screen LIBO Page nor Telerate Page 3750 is specified in the
applicable pricing supplement, LIBOR will be determined as if Telerate Page 3750
had been specified.
In the case where (1) above applies, if fewer than two offered rates appear on
the Reuters Screen LIBO Page, or, in the case where (2) above applies, if no
rate appears on the Telerate Page 3750, LIBOR for that date will be determined
as follows:
(b) LIBOR will be determined based on the rates at approximately 11:00 A.M.,
London time, on that LIBOR Interest Determination Date at which deposits of not
less than $1,000,000 in U.S. dollars having the applicable Index Maturity are
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<PAGE>
offered to prime banks in the London interbank market by four major banks in the
London interbank market selected by the Calculation Agent that in the
Calculation Agent's judgment is representative for a single transaction in such
market at such time (a "Representative Amount"). The offered rates must begin on
the second Business Day immediately after that LIBOR Interest Determination
Date.
The Calculation Agent will request the principal London office of each such bank
to provide a quotation of its rate. If at least two such quotations are
provided, LIBOR for such date will be the average of such quotations.
(c) If fewer than two quotations are provided, LIBOR for that date will be the
average of the rates quoted at approximately 11:00 A.M., New York City time, on
such date by three major banks in New York, selected by the Calculation Agent.
The rates will be for loans in U.S. dollars to leading European banks having the
specified Index Maturity beginning on the second Business Day after that date
and in a Representative Amount.
(d) Finally, if fewer than three banks are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
Treasury Rate Notes
Each Treasury rate note will bear interest at the rate (calculated with
reference to the Treasury Rate and the spread and/or spread multiplier, if any)
specified on the Treasury rate note and in the applicable pricing supplement.
"Treasury Rate" means, with respect to any Treasury Interest Determination Date,
the rate for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable pricing
supplement as published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Auction Average (Investment)."
The following procedures will occur if the rate cannot be set as described
above:
(a) If that rate is not published in H.15(519) by 9:00 A.M. on the applicable
Calculation Date, the rate will be the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) for such auction as otherwise announced by the United
States Department of the Treasury.
(b) If the results of the auction of Treasury bills having the applicable Index
Maturity are not published in H.15(519) by 9:00 A.M., or otherwise published or
reported as provided above by 3:00 P.M., on the Calculation Date, or if no
auction is held in a particular week, then the Treasury Rate shall be calculated
by the Calculation Agent as follows:
The rate will be calculated as a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the average of the secondary market bid rates as of
approximately 3:30 P.M. on the Treasury Interest Determination Date, of three
leading primary United States government securities dealers in New York selected
by the Calculation Agent for the issue of Treasury bills with a remaining
maturity closest to the specified Index Maturity.
(c) Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the period will be the same as the rate of interest in
effect for the prior interest reset period.
CMT Rate Notes
Each CMT rate note will bear interest at the rate (calculated with reference to
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<PAGE>
the CMT Rate and the Spread or Spread Multiplier, if any) specified on such CMT
rate note and in the applicable pricing supplement.
"CMT Rate" means, with respect to any CMT Interest Determination Date, the rate
displayed on the Designated CMT Telerate Page under the caption "... Treasury
Constant Maturities. Federal Reserve Board Release H.15... Mondays Approximately
3:45 P.M.," under the column for the applicable Index Maturity designated in the
applicable pricing supplement for:
(1) if the Designated CMT Telerate Page is 7055, the rate for the applicable CMT
Interest Determination Date; or
(2) if the Designated CMT Telerate Page is 7052, the week, or the month, as
applicable, ended immediately preceding the week in which the CMT Interest
Determination Date occurs.
The following procedures will occur if the rate cannot be set as described
above:
(a) If no page is specified in the applicable pricing supplement and on the face
of such CMT Rate Note, the Designated CMT Telerate Page shall be 7052, for the
most recent week. If such rate is no longer displayed on the relevant page, or
if it is not displayed by 3:00 P.M. on the related Calculation Date, then the
CMT Rate will be the Treasury constant maturity rate for the applicable Index
Maturity as published in the relevant H.15 (519).
(b) If that rate is no longer published in H.15(519), or is not published by
3:00 P.M. on the related Calculation Date, then the CMT Rate for such CMT
Interest Determination Date will be the Treasury constant maturity rate for the
applicable Index Maturity (or other United States Treasury rate for such Index
Maturity for that CMT Interest Determination Date with respect to such Interest
Reset Date) as may then be published by either the Federal Reserve Board or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated CMT Telerate
Page and published in the relevant H.15(519).
(c) If that information is not provided by 3:00 P.M. on the related Calculation
Date, then the CMT Rate for that CMT Interest Determination Date will be
calculated by the Calculation Agent as follows:
The rate will be calculated as a yield to maturity, based on the average of the
secondary market closing offer side prices as of approximately 3:30 P.M. on that
CMT Interest Determination Date reported, according to their written records, by
three leading primary United States government securities dealers (each, a
"Reference Dealer") in New York selected by the Calculation Agent.
These dealers will be selected from five such Reference Dealers.
The Calculation Agent will eliminate the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest), for the most recently issued direct noncallable
fixed rate obligations of the United States ("Treasury Note") with an original
maturity of approximately the applicable Index Maturity and a remaining term to
maturity of not less than such Index Maturity minus one year.
If two Treasury Notes with an original maturity as described in the preceding
sentence have remaining terms to maturity equally close to the applicable Index
Maturity, the quotes for the Treasury Note with the shorter remaining term to
maturity will be used.
(d) If the Calculation Agent cannot obtain three such Treasury Note quotations,
the CMT Rate for that CMT Interest Determination Date will be calculated by the
Calculation Agent as follows:
The rate will be calculated as a yield to maturity based on the average of the
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<PAGE>
secondary market offer side prices as of approximately 3:30 P.M. on that CMT
Interest Determination Date of three Reference Dealers in New York selected by
the Calculation Agent using the same method described above, for Treasury Notes
with an original maturity of the number of years that is the next highest to the
applicable Index Maturity with a remaining term to maturity closest to such
Index Maturity and in an amount of at least $100 million.
If three or four (and not five) of the Reference Dealers are quoting as
described above, then the CMT Rate will be based on the average of the offer
prices obtained and neither the highest nor the lowest of such quotes will be
eliminated.
(e) Finally, if fewer than three Reference Dealers are quoting as mentioned, the
rate of interest in effect for the applicable period will be the same as the
rate of interest in effect for the prior interest reset period.
Event of Default
"Event of Default" means any of the following:
o failure to pay the principal of (or premium, if any, on) any note of a series
when due and payable;
o failure to pay for 30 days any interest on any note of a series;
o failure to perform or observe any other covenant or agreement in any note
of a series or in the indenture in regard to such notes, for 60 days after
notice; or
o certain events of insolvency.
An Event of Default for a particular series of notes does not necessarily mean
that an Event of Default has occurred for any other series of notes issued under
the indenture. If an Event of Default shall have occurred and be continuing the
Trustee or the holders of at least 25% of the principal amount of the notes of
the series affected by an Event of Default may require us to repay the entire
principal of the notes of such series immediately. Subject to certain
conditions, this requirement may be rescinded by the holders of at least a
majority in aggregate principal amount of the notes of the series.
The Trustee must within 90 days after a default occurs, notify the holders of
the notes of the series of the default if we have not remedied it (default is
defined to include the events specified above without the grace periods or
notice). The Trustee may withhold notice to the holders of such notes of any
default (except in the payment of principal or interest) if it in good faith
considers such withholding in the interest of the holders. We are required to
file an annual certificate with the Trustee, signed by an officer, about any
default by us under any provisions of the indenture.
Subject to the provisions of the indenture relating to its duties in case of
default, the Trustee shall be under no obligation to exercise any of its rights
or powers under the indenture at the request, order or direction of any holders
unless such holders offer the Trustee reasonable indemnity. Subject to the
provisions for indemnification and certain other limitations, the holders of a
majority in principal amount of the notes of any series may direct the time,
method and place of conducting any proceedings for any remedy available to, or
exercising any trust or power conferred on, the Trustee with respect to such
notes.
Modification of Indenture
Under the indenture, our rights and obligations and the rights of the holders of
any notes may be changed. Any change requires the consent of the holders of not
less than 66 2/3% in aggregate principal amount of the outstanding notes of all
series to be affected, voting as one class. However, no changes to the terms of
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<PAGE>
payment of principal or interest, or reducing the percentage required for
changes, is effective against any holder without its consent.
Consolidation, Merger or Sale
We may not merge or consolidate with any corporation or sell all or
substantially all of our assets unless:
o we are the continuing corporation or the successor corporation expressly
assumes the payment of principal, and premium, if any, and interest on the
notes and the performance and observance of all the covenants and
conditions of the indenture binding on us; and
o we, or the successor corporation, are not immediate ly after the merger,
consolidation, or sale in default in the performance of a covenant or
condition in the indenture.
PLAN OF DISTRIBUTION
We may sell the notes (a) through agents; (b) through underwriters or dealers;
or (c) directly to one or more purchasers.
By Agents
Notes may be sold on a continuing basis through agents designated by us. The
agents agree to use their reasonable efforts to solicit purchases for the period
of their appointment under the terms of an agency agreement between the agents
and us.
For each note and in total, we have set out below the offering price, the
compensation we will pay the agents and the proceeds we will receive, before
deducting expenses of approximately $150,000 depending on the maturity of the
notes they sell.
Per Note
Public Offering Price 100%
Agents' Commissions 0.125% - 0.75%
Proceeds to BGE ---------------
(before expenses) 99.875% - 99.25%
Total
Public Offering Price $173,000,000
Agents' Commissions $216,250 - $1,297,500
-----------------------
Proceeds to BGE
(before expenses) $172,783,750 - $171,702,500
----------- --------------
The agents will not be obligated to make a market in the notes. We cannot
predict the amount of trading or liquidity of the notes.
By Underwriters
If underwriters are used in the sale, the notes will be acquired by the
underwriters for their own account. The underwriters may resell the notes in one
or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the notes will be subject to certain
conditions. The underwriters will be obligated to purchase all the notes of the
series offered if any of the notes are purchased. Any initial public offering
price and any discounts or concessions allowed or re-allowed or paid to dealers
may be changed from time to time.
Direct Sales
We may also sell notes directly. In this case, no underwriters or agents would
be involved.
General Information
In connection with sales by an agent or an underwritten offering, the SEC rules
permit the underwriters or agents to engage in transactions that stabilize the
price of the notes. These transactions may include purchases for the purpose of
fixing or maintaining the price of the notes.
The underwriters or agents may create a short position in the notes in
connection with the offering. That means they sell a larger principal amount of
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<PAGE>
the notes than is shown on the cover page of the prospectus or the applicable
pricing supplement. If they create a short position, the underwriters or agents
may purchase notes in the open market to reduce the short position.
If the underwriters or agents purchase the notes to stabilize the price or to
reduce their short position, the price of the notes could be higher than it
might be if they had not made such purchases. The underwriters or agents make no
representation or prediction about any effect that the purchases may have on the
price of the notes. These transactions may be effected on the open market and
may be discontinued at any time.
Underwriters, dealers, and agents that participate in the distribution of the
notes may be underwriters as defined in the Securities Act of 1933 (the "Act"),
and any discounts or commissions received by them from us and any profit on the
resale of the notes by them may be treated as underwriting discounts and
commissions under the Act.
We may have agreements with the underwriters, dealers and agents to indemnify
them against certain civil liabilities, including liabilities under the Act, or
to contribute with respect to payments which the underwriters, dealers or agents
may be required to make.
One of Constellation Energy's subsidiaries, Constellation Power Source, has an
exclusive arrangement with a subsidiary of Goldman, Sachs & Co. to serve as an
advisor for power marketing and related risk management services. In addition,
Constellation Enterprises, Inc., has an ownership interest in Orion Power
Holdings, Inc. with an affiliate of Goldman, Sachs & Co. to acquire electric
generating plants in the United States and Canada. An agent, underwriter, or
dealer may engage in transactions with, or perform services for us,
Constellation Energy or its other subsidiaries in the ordinary course of its
business.
LEGAL OPINIONS
One of our lawyers will issue an opinion regarding certain legal matters in
connection with the notes offered pursuant to this prospectus. Cahill Gordon &
Reindel, New York, NY will issue an opinion for any underwriters, dealers or
agents. Cahill Gordon & Reindel will rely on the opinion of our lawyers as to
matters of Maryland law and the applicability of the Public Utility Holding
Company Act of 1935.
EXPERTS
The financial statements and financial statement schedule incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of Constellation
Energy Group, Inc. and Baltimore Gas and Electric Company for the year ended
December 31, 1999 and the audited historical financial statements included on
pages 27-38 of Constellation Energy Group, Inc. and Baltimore Gas and Electric's
Report on Form 8-K dated February 15, 2000 have been so incorporated in reliance
on the reports of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND
MORE INFORMATION
BGE jointly files annual, quarterly and special reports, and other information
with its parent Constellation Energy. BGE may file proxy statements with the
SEC. You may read and copy any document filed by BGE 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 companies
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<PAGE>
(including BGE) that file documents with the SEC electronically. BGE's SEC
filings may also be obtained from Constellation Energy's web site at
http://www.constellationenergy.com. The addresses for both the SEC's and
Constellation Energy's website are inactive textual references only, and the
contents of those sites (other than the documents incorporated by reference as
set forth below) are not part of this prospectus.
This prospectus is part of a registration statement we filed with the SEC. In
addition, 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 notes.
o Constellation Energy and BGE's Annual Report on Form 10-K for the year ended
December 31, 1999.
o Constellation Energy and BGE's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000.
o Constellation Energy and BGE's current reports on Form 8-K filed
February 15, 2000, March 17, 2000, and July 7, 2000
Any person, including any beneficial owner, may request a copy of these filings,
at no cost, by writing or telephoning us at the following address:
Baltimore Gas and Electric Company
Shareholder Services
39 W. Lexington Street
Baltimore, Maryland 21201
410-783-5920
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. We are not making an offer of these notes in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
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================================================================================
[COMPANY LOGO]
$173,000,000
Medium-Term Notes
Series I
--------------------------------------------------------------------------------
PROSPECTUS
(Once the registration statement is effective, the date of the Prospectus will
be inserted here)
--------------------------------------------------------------------------------
LEHMAN BROTHERS
BANC OF AMERICA SECURITIES LLC GOLDMAN, SACHS & CO.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee $39,600
Services of Independent Accountants.................... 30,000*
Trustee Fees and Expenses.............................. 5,000*
Legal Fees and Expenses................................ 25,000*
Debt Securities Rating Fees............................ 100,000*
Printing and Delivery Expenses......................... 10,000*
Miscellaneous Expenses................................. 10,400*
------
Total.................................................. $ 220,000*
=========
--------------
* 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 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 liable on the basis that personal benefit was
improperly received. The corporation may not indemnify a director or advance
expenses for a proceeding brought by the director against the corporation except
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if the proceeding is brought to enforce indemnification by the corporation or if
the corporation's charter or bylaws, a board resolution or contract provides
otherwise 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 by statute is
not 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.
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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 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.
Also, see indemnification provisions in the Form of Agency Agreement
and the Standard Purchase Provisions, both included in Exhibit 1(a) to this
Registration Statement.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of this
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.
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Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the 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.
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<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Baltimore
Gas and Electric Company, the Registrant, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland on the 2nd day of October, 2000.
BALTIMORE GAS AND ELECTRICY COMPANY
(Registrant)
By: /s/ David A. Brune
David A. Brune, Vice President
Pursuant to the requirements of the Securities Act of 1933, this
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:
*Frank O. Heintz President, October 2, 2000
CEO and Director
Principal financial and
accounting officer:
/s/ David A. Brune
______________________ Vice President, October 2, 2000
David A. Brune Secretary, and
Director
Directors:
*Thomas F. Brady October 2, 2000
*Robert E. Denton
*Christian H. Poindexter
By: /s/ David A. Brune
___________________
David A. Brune, Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit Number
1(a) - Form of Agency Agreement, including
Administrative Procedures; and Form of
Purchase Agreement, including Standard
Purchase Provisions.
1(b) - Form of Interest Calculation Agency
Agreement.
4(a)* - Indenture dated as of July 1, 1985 between
the Company and The Bank of New
York (successor to Mercantile-Safe
Deposit and Trust Company), Trustee
(Designated as Exhibit 4(a) in File 2-98443
Registration Statement).
4(b)* - Supplemental Indenture dated as of October
1, 1987 between the Company and The
Bank of New York (successor to Mercantile-
Safe Deposit and Trust Company),
Trustee (Designated as Exhibit 4(b) in Form
8-K dated November 13, 1987, File
No. 1-1910).
4(c)* - Supplemental Indenture dated as of January
26, 1993 between the Company and
The Bank of New York (successor to
Mercantile-Safe Deposit and Trust Company),
Trustee (Designated as Exhibit 4(c)
in Form 8-K dated January 29, 1993, File
No. 1-1910).
4(d) - Form of Medium-Term Note, Series I
(Fixed Rate).
4(e) - Form of Medium-Term Note, Series I
(Floating Rate).
5 - Opinion of Company Counsel.
12 * - Computation of Ratio of Earnings to Fixed
Charges (Designated as Exhibit 12(b)
in Form 10-Q for the quarterly period
ended June 30, 2000, filed August 14,
2000, File No. 1-1910)
23(a) - Consent of Company Counsel(included in
Exhibit 5).
23(b) - Consent of PricewaterhouseCoopers LLP,
Independent Accountants.
24 - Power of Attorney.
25 - Statement of Eligibility under the Trust
Indenture Act of 1939 (Form T-1) of
The Bank of New York, Trustee.
_________________________
* Incorporated by reference.
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