Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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)
52-0280210
(I.R.S. Employer Identification No.)
David A. Brune, Vice President
39 W. Lexington Street, Baltimore, Maryland 21201
(410) 234-5511
(Address, including Zip Code, and Telephone Number, including Area Code
of Registrant's Principal Executive Offices and 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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Title of Proposed Proposed
each class maximum maximum Amount of
of securities to Amount to offering price aggregate registration
be registered be registered per unit offering price fee
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Common Stock 3,000,000 Shares $31 1/4* $93,750,000 $28,410
(without par value)
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* Inserted solely for the purpose of calculating the registration fee; computed
soley on the basis of the average of the reported high and low sales prices on
the New York Stock Exchange-Composite Transactions on July 17, 1998, as reported
in The Wall Street Journal pursuant to Rule 457(c).
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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The information in his prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED ___________, 1998
PROSPECTUS [GRAPHIC OMITTED]
3,000,000 Shares
Common Stock Baltimore Gas and Electric Company
39 W. Lexington Street
Baltimore, Maryland 21201
(410) 234-5000
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BGE may sell shares of common stock from time to time through the agent
under our continuous offering program. We will receive all the proceeds from the
sale of the stock, less expenses, after paying the agent a commission of not
more than 5 cents per share. The proceeds we receive will depend on the number
of shares we sell and the market price of our stock at the time of sale. We also
may sell shares of common stock in fixed price offerings, special offerings or
block transactions. For these types of sales, we will prepare and distribute a
prospectus supplement which will describe the sale. Our common stock is listed
on the New York, Chicago and Pacific stock exchanges under the symbol "BGE."
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We urge you to carefully read this prospectus which will describe the
specific terms of the offering before you make your investment decision.
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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.
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SALOMON SMITH BARNEY
- Agent -
____________________, 1998
TABLE OF CONTENTS
Page
------
Where You Can Find More Information................................... 3
BGE................................................................... 4
Use of Proceeds....................................................... 4
Common Stock Dividends and Price Range................................ 5
Description of Common Stock........................................... 6
Plan of Distribution.................................................. 6
Legal Opinions........................................................ 7
Experts............................................................... 7
2
WHERE YOU CAN FIND
MORE INFORMATION
General
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file 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 regarding issuers (including
BGE) that file documents with the SEC electronically. Our SEC filings may also
be obtained from our web site at http://www.bge.com.
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 common stock.
This prospectus is part of a registration statement that we filed with the SEC.
- - Annual Report on Form 10-K for the year ended December 31, 1997;
- - Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; and
- - Current Report on Form 8-K dated June 15, 1998.
You may request a copy of these filings, at no cost, by writing us at:
Shareholder Services
Baltimore Gas and Electric Company
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 prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of the
common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.
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:
- - general economic, business and regulatory conditions;
- - energy supply and demand;
- - competition;
- - federal and state regulations;
- - availability, terms and use of capital;
- - nuclear and environmental issues;
- - weather; and
- - industry restructuring and cost recovery (including the potential effect of
stranded costs).
Given these uncertainties, you should not place undue reliance on these
forward-looking
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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.
BGE
BGE is a public utility that has served the central Maryland area for over 175
years. BGE produces, purchases and sells electricity and purchases, transports
and sells natural gas. BGE also jointly owns and operates two electric
generating plants and one hydroelectric plant in Pennsylvania.
BGE also has wholly owned subsidiaries that are engaged in several diversified
business activities, including:
- - energy marketing activities;
- - power generation projects;
- - home products and commercial building systems;
- - investment activities; and
- - real estate.
USE OF PROCEEDS
We will use the net proceeds from the sale of common stock 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 will 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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COMMON STOCK DIVIDENDS AND PRICE RANGE
When our Board of Directors declares dividends they also set the record dates
and payment dates. The record dates are typically the 10th of March, June,
September and December, and we normally mail dividends to each shareholder on or
about the 1st of January, April, July and October. We have paid dividends on our
common stock continuously since 1910.
The range of the high and low sale prices of our common stock, reported by The
Wall Street Journal, as New York Stock Exchange-Composite Transactions and
dividends paid per share were as follows:
Price Range Dividends
------------------------ Paid Per
High Low Share
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1996
First Quarter ................. 29 1/2 26 1/8 .39
Second Quarter ................ 28 5/8 25 1/2 .39
Third Quarter ................. 28 5/8 25 .40
Fourth Quarter ................ 28 3/4 25 3/4 .40
1997
First Quarter ................ 28 26 1/2 .40
Second Quarter ............... 27 24 3/4 .40
Third Quarter ................ 28 1/16 26 .41
Fourth Quarter ............... 34 5/16 25 13/16 .41
1998
First Quarter ................ 34 1/8 29 3/4 .41
Second Quarter ............... 32 15/16 29 1/4 .41
Third Quarter ................ 31 5/8 30 5/8 .42
(through July 17, 1998)
The book value per share of our common stock at March 31, 1998 was $ 19.57. The
last reported sale price of the common stock on the New York Stock Exchange on
July 17, 1998 was $31 3/8.
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DESCRIPTION OF COMMON STOCK
Below is a brief summary of your rights as holders of our common stock. You can
find a complete description of these rights in our Charter. See Where You Can
Find More Information.
Dividend Rights
We pay dividends on our common stock when declared by our Board of Directors.
However, we must first pay all dividends (and any redemption payments) due on
our preference stock before paying common stock dividends.
Voting Rights
General
Holders of our common stock are entitled to one vote per share on all matters on
which shareholders vote. They have unlimited and exclusive voting rights except
as noted below. Cumulative voting for the election of Directors is not
permitted.
Preference Stockholder Rights Affecting Common Stockholder Rights
IF WE FAIL TO PAY DIVIDENDS
If we do not pay full dividends on our preference stock for four consecutive
quarters, holders of the preference stock will vote on all matters on which
shareholders vote, until we pay all the dividends owed.
ON EXTRAORDINARY MATTERS
Owners of two-thirds of the preference stock must consent to amend our Charter
to:
- - create any shares of stock ranking prior or equal to the existing preference
stock as to dividends or distribution of assets, or
- - substantially adversely affect the contract rights of the outstanding
preference stock.
Liquidation
Our common stock has no par value. If we liquidate, dissolve or wind up our
affairs, you will share equally in any assets remaining after full payment of
liabilities to our creditors and $100 per share plus accrued dividends due to
holders of our preference stock.
General
You do not have any preemptive or special rights to purchase any shares of
common stock we may issue at a later date. We have not issued any securities
convertible into shares of our common stock. In addition, as holders of common
stock, you have no redemption, conversion or sinking fund rights. When issued to
you, the common stock will be legally issued, fully paid and nonassessable.
PLAN OF DISTRIBUTION
The common stock will be sold on a continuing basis through the agent, Salomon
Smith Barney. The agent agrees to use its reasonable efforts to solicit
purchases for the period of its appointment. We will receive all the proceeds
from the sale of the stock, after paying the agent a commission of no more than
5 cents per share and before deducting expenses of approximately $150,000. In
addition, we have agreed to reimburse the agent for certain of its expenses in
connection with the sale of the common stock.
The agent will sell the shares on the New York Stock Exchange, or on any other
exchange on which the shares are listed, at prevailing market prices through (a)
ordinary brokers' transactions or (b) in block transactions. In block
transactions, the agent may purchase all or a portion of the shares as principal
for its own account and resell them.
The agent may also sell the shares in a fixed price offering. If this happens,
we will sell shares to the agent for its own account at a negotiated price
(which is related to the prevailing market price), and the agent may form a
group of dealers to participate with it
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in reselling the shares to you. For this type of sale, we will prepare and
distribute a prospectus supplement which will describe the offering price and
the number of shares sold and customary distributors' or sellers' commissions
payable, if any.
The agent may also sell the shares by conducting a special offering or exchange
distribution in accordance with the rules of the stock exchange on which the
shares are listed. We would also prepare and distribute a prospectus supplement
for these types of offerings.
General Information
Dealers and agents that participate in the distribution of the common stock may
be underwriters as defined in the Securities Act of 1933 (1933 Act), and any
discounts or commissions received by them from us and any profit on the resale
of the common stock by them may be treated as underwriting discounts and
commissions under the 1933 Act.
We have an agreement with the agent to indemnify it from certain civil
liabilities, including liabilities under the 1933 Act or to contribute with
respect to payments which the agent may be required to make. We may have similar
agreements with dealers and other agents.
Dealers and agents may engage in transactions with, or perform services for, us
or our subsidiaries in the ordinary course of their business.
In connection with any fixed price offering, exchange distribution, or special
offering, the selling group, which would include dealers who enter into an
underwriting agreement with us, may engage in transactions which stabilize,
maintain or otherwise affect the market price of the common stock. Specifically,
the selling group may overallot in connection with the offering, creating a
short position. In addition, they may bid for, and purchase, the securities in
the open market to cover shorts or to stabilize the price of the common stock.
Finally, the selling group may reclaim selling concessions allowed for
distributing common stock in the offering, if the selling group repurchases
previously distributed common stock in the market to cover overallotments or to
stabilize the price of the common stock. Any of these activities may stabilize
or maintain the market price of the common stock above independent market
levels. The selling group is not required to engage in any of these activities,
and may stop any of the activities at any time.
LEGAL OPINION
One of our lawyers will issue an opinion regarding certain legal matters in
connection with the common stock offered pursuant to this prospectus. Cahill
Gordon & Reindel ( a partnership including a professional corporation), 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
PricewaterhouseCoopers LLP, independent accountants, audited our annual
financial statements and schedules incorporated by reference in this prospectus
and elsewhere in the registration statement. These documents are incorporated by
reference herein in reliance upon the authority of PricewaterhouseCoopers
LLP as experts in accounting and auditing.
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You should rely only on the information incorporated by reference or provided in
this prospectus. BGE has not authorized anyone else to provide you with
different information. Neither BGE nor the agent is making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than
the date on the front of this prospectus.
3,000,000 Shares
[GRAPHIC OMITTED]
BALTIMORE GAS AND
ELECTRIC COMPANY
COMMON STOCK
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PROSPECTUS
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SALOMON SMITH BARNEY
__________________ , 1998
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee.............. $28,410
Services of Independent Accountants.............................. 25,000*
Listing Fees..................................................... 45,000*
Legal Fees and Expenses.......................................... 25,000*
Transfer Agent and Registrar Fees................................ 5,000*
Printing and Delivery Expenses................................... 10,000*
Miscellaneous Expenses........................................... 11,590*
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Total............................................................ $150,000
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* 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 action or 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
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received. 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 or authorized by
this statute may not be deemed 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.
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."
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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 Sales Agency Agreement
which is 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. 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
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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.
(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
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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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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 22nd day of July, 1998.
BALTIMORE GAS AND ELECTRIC COMPANY
(Registrant)
By: /s/ David A. Brune
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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:
*C. H. Poindexter Chairman of the July 22, 1998
Board and Director
Principal financial and accounting officer:
/s/ David A. Brune Vice President July 22, 1998
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David A. Brune
Directors:
* H. Furlong Baldwin
* Beverly B. Byron
* J. Owen Cole
* Dan A. Colussy
* Edward A. Crooke
* James R. Curtiss
* Jerome W. Geckle Directors July 22, 1998
* Freeman A. Hrabowski III
* Nancy Lampton
* George V. McGowan
* George L. Russell, Jr.
* Michael D. Sullivan
*By: /s/ David A. Brune
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David A. Brune, Attorney -in-Fact
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EXHIBIT INDEX
Exhibit
Number
1 - Form of Sales Agency Agreement, including Form of
Volume and Pricing Parameters and Form of Terms Agreement.
4(a)* - Charter of Baltimore Gas and Electric Company,
restated as of August 16, 1996. (Designated as Exhibit
3 in the Form 10-Q for the quarter ended September
30, 1996, dated November 14, 1996, File No. 1-1910.)
4(b)* - By-Laws of Baltimore Gas and Electric Company, as
amended to January 23, 1998. (Designated as Exhibit
3(b) in the Form 10-K for the year ended December 31,
1997, File No. 1-1910.)
4(c)* - Form of Common Stock Certificate. (Designated as
Exhibit 4 to Form S-3 Registration Statement,
Registration No. 33-57658.)
5 - Opinion of Company Counsel as to legality.
23(a) - Consent of PricewaterhouseCoopers LLP, Independent
Certified Public Accountants.
23(b) - Consent of Company Counsel (included in Exhibit 5).
24 - Power of Attorney.
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* Incorporated by reference.
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