UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 23, 1997
(December 19, 1997)
BALTIMORE GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Maryland 1-1910 52-0280210
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(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
39 W. Lexington Street Baltimore,Maryland 21201
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(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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As previously disclosed, in September 1995 we agreed with a neighboring
utility, Potomac Electric Power Company, to merge together into a new company,
Constellation Energy Corporation, after all necessary regulatory approvals were
received.
On December 22, 1997, both companies announced they were terminating the
merger agreement. Please refer to the press release that is attached to this
Report on Form 8-K as Exhibit 99 for details about the decision to terminate the
merger agreement. The Termination Agreement, dated December 19, 1997, is also
attached to this report as Exhibit 2(a).
ITEM 7. Financial Statements and Exhibits
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(c) Exhibit No. 2* Registration Statement on Form S-4 of
Constellation Energy Corporation, as
amended, which became effective
February 9, 1996, Registration No.
33-64799.
Exhibit No. 2(a) Termination Agreement by and among
Baltimore Gas and Electric Company,
Potomac Electric Power Company, and
Constellation Energy Corporation dated
December 19, 1997.
Exhibit No. 99 News Release of Baltimore Gas and
Electric Company and Potomac Electric
Power Company dated December 22, 1997.
*Incorporated by Reference.
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 December 23, 1997 /s/ D. A. Brune
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D. A. Brune, Vice President
on behalf of the Registrant and
as Principal Financial Officer
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EXHIBIT INDEX
Exhibit
Number
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2* Registration Statement on Form S-4 of
Constellation Energy Corporation, as amended,
which became effective February 9, 1996,
Registration No. 33-64799.
2(a) Termination Agreement by and among Baltimore
Gas and Electric Company, Potomac Electric
Power Company, and Constellation Energy
Corporation dated December 19, 1997.
99 News Release of Baltimore Gas and Electric
Company and Potomac Electric Power Company
dated December 22, 1997.
*Incorporated by Reference.
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