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UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
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FORM 8-K | |
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CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2017 Date of Report (Date of earliest event reported)
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| | Commission File Number | | Exact Name of Registrant as Specified in Its Charter; State of Incorporation; Address of Principal Executive Offices; and Telephone Number | | IRS Employer
Identification
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| | 1-1910 | | BALTIMORE GAS & ELECTRIC COMPANY | | | 52-0280210
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| | | | (a Maryland corporation) 2 Center Plaza 110 West Fayette Street Baltimore, Maryland 21201 (401) 234-5000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 7- Regulation FD
Item 7.01. Regulation FD Disclosure.
On August 1, 2017, Exelon Corporation issued a press release announcing that Baltimore Gas & Electric Company (BGE) had issued a notice of redemption for all of the outstanding shares of BGE Capital Trust II 6.20% Trust Preferred Securities, effective August 28, 2017. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those factors discussed herein, as well as the items discussed in (1) BGE’s 2016 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 24, Commitments and Contingencies; and (2) other factors discussed in filings with the SEC by BGE. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. BGE undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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| (d) Exhibits | |
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| Exhibit No. | | Description |
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| 99.1 | | Press Release of Exelon Corporation, dated August 1, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | BALTIMORE GAS & ELECTRIC COMPANY |
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| | /s/ David M. Vahos |
| | David M. Vahos |
| | Senior Vice President, Chief Financial Officer and Treasurer |
| | Baltimore Gas & Electric Company |
August 1, 2017
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 99.1 | | Press Release of Exelon Corporation, dated August 1, 2017 |
