UNITED STATES
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): July 24, 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)
1
ITEM 5. Other Events
- ---------------------
Earnings
- --------
Our consolidated earnings were:
o $ .05 per share for the quarter ended June 30, 1997,
o $ .48 per share for the six months ended June 30, 1997, and
o $1.36 per share for the 12 months ended June 30, 1997.
See the press release attached to this 8-K as Exhibit 99 which includes details
about second quarter financial performance. These earnings reflect the $31.9
million after-tax write-down discussed below.
$31.9 Million Real Estate Project Write-Down
- --------------------------------------------
Our Constellation Companies' real estate portfolio includes a mixed-use,
planned-unit development named Piney Orchard. The development, located in the
Baltimore-Washington corridor, has been economically hurt by a prolonged period
of low economic growth in the corridor. While the project is successful
operationally, delays in the rebound of the real estate market caused delays in
completion of phases of the development and sales which drove up project costs,
specifically carrying costs which include interest expenses.
As previously disclosed, under applicable accounting rules we are required
to write down the value of a real estate investment if expected cash flow from
the project is less than the investment in the project. The expected cash flow
from the Piney Orchard project is less than the Constellation Companies'
investment in the project due primarily to carrying costs which include interest
expenses. As a result, our second quarter financial statements will reflect an
after-tax write-down of $31.9 million. The Constellation Companies remaining
book investment in the project is $97.8 million.
2
ITEM 7. Financial Statements and Exhibits
- ------------------------------------------
(c) Exhibit No. 99 News Release of Baltimore Gas and
Electric Company dated July 24, 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 July 24, 1997 /s/ D. A. Brune
------------- ----------------
D. A. Brune, Vice President
on behalf of the Registrant and
as Principal Financial Officer
3
EXHIBIT INDEX
Exhibit
Number
------
99 News Release of Baltimore Gas and
Electric Company dated July 24, 1997.
4