SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 26, 1997
BALTIMORE GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Maryland 1-1910 52-0280210
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
39 W. Lexington Street Baltimore, Maryland 21201
(Address of principal executive offices) (Zip Code)
410-783-5920
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed
since last report)
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ITEM 5. Other Events
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New Power Marketing Business
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We are entering the power marketing business. This new business involves
o the purchase and sale of electric power and electric power
derivatives; and
o related activities including power brokering, marketing, risk management
activities and derivative trading.
We will pursue this business through a new wholly owned subsidiary,
Constellation Power Source, Inc. Goldman Sachs Power, LLC, an affiliate of
Goldman Sachs & Co., the investment banking firm, will be exclusive advisor to
Constellation Power Source, Inc. for risk management and power marketing.
We have previously discussed our ongoing evaluation of the rapid changes in
the electric utility industry. We consider various strategies to keep us
competitive as the industry changes. We concluded that entering the new power
marketing component of the electric industry was critical to keeping BGE well
positioned as the industry changes. Specifically we believe this new business
will
o allow us to offer additional power products and services
through the BGE family of companies,
o provide us valuable contacts with potential new customers in
North America, and
o position us to expand revenues from our diversified
businesses.
Capital to be Contributed
- -------------------------
Our Board approved a $100 million capital investment in Constellation Power
Source. This capital will be contributed from our retained earnings from time to
time, as needed.
Reorganization of Existing Energy Marketing Companies
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We also are reorganizing our other energy marketing businesses. We have
formed a new wholly owned subsidiary under BGE that will serve as the holding
company for Constellation Power Source and our two other energy marketing
companies
o Constellation Energy Source, Inc. (formerly named BNG,Inc.),
a natural gas brokering company with wholesale and retail
customers, and
o BGE Energy Projects & Services, Inc., an energy services business including
district heating and cooling systems, private electric and gas distribution
systems, energy consulting, power quality, and campus energy systems.
This new holding company structure for our energy marketing companies will
remain in place under Constellation Energy Corporation after BGE and Potomac
Electric Power Company complete their pending merger into Constellation Energy
Corporation.
Changes in BGE Executive Officers
- ---------------------------------
We also are transferring a number of employees to Constellation Energy
Source, Inc., including one current executive officer. Charles W. Shivery was
elected to President and Chief Executive Officer of three companies
o Constellation Power Source,
o Constellation Energy Source, and
o our new holding company for our energy marketing businesses.
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Management of BGE Energy Projects & Services, Inc. also will report to Mr.
Shivery. Mr. Shivery served as BGE's Vice President - Finance & Accounting,
Chief Financial Officer and Corporate Secretary since 1993. Mr. Shivery will
continue to participate in BGE executive activities and is considered an
executive officer of BGE in his new role.
David A. Brune was elected to replace Mr. Shivery as Vice President -
Finance & Accounting, Chief Financial Officer and Corporate Secretary. Mr.
Brune, 56, has served as BGE's General Counsel since 1984.
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ITEM 7. Financial Statements and Exhibits
- -----------------------------------------
(c) Exhibit No. 99 News Release of Baltimore Gas and
Electric Company dated February
25, 1997.
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 February 26, 1997 /s/ D. A Brune
D. A. Brune, Vice President
on behalf of the Registrant and
as Principal Financial Officer
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