Registration Nos. 333-59601
33-57658
================================================================================
SECURITIES AND EXCHANGE COMMISSION
__________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENTS
UNDER THE SECURITIES ACT OF 1933
____________________________________
Constellation Energy Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State of Incorporation)
52-1964611
(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)
Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement also serves as a post-effective amendment to the
Registrant's Registration Statements on Form S-3 (Registration Nos. 33-57658
and 333-59601).
================================================================================
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the issuance of shares of
common stock, no par value, of Constellation Energy Group, Inc. which were
originally registered by Baltimore Gas and Electric Company on Form S-3.
Constellation Energy Group, Inc. will succeed Baltimore Gas and Electric Company
as registrant of various effective registration statements filed with the
Securities and Exchange Commission. The registration fee in respect of the
common stock was paid at the time of the original filing of the Registration
Statements on Form S-3 by Baltimore Gas and Electric Company.
The information in this 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 March 25, 1999
[GRAPHIC OMITTED]
3,731,600 Shares
Common Stock
Constellation Energy Group, Inc.
39 W. Lexington Street
Baltimore, Maryland 21201
(410) 234-5000
________________________________________________________________________________
P R O S P E C T U S
________________________________________________________________________________
Constellation Energy 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 "CEG."
----------------
We urge you to carefully read this prospectus which will describe the
specific terms of the offering before you make your investment decision.
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.
SALOMON SMITH BARNEY
- Agent -
______________________________, 1999
TABLE OF CONTENTS
Page
Constellation Energy................................................... 3
Use of Proceeds........................................................ 3
Common Stock Dividends and Price Range................................. 4
Description of Common Stock............................................ 5
Plan of Distribution................................................... 5
Legal Opinions......................................................... 6
Experts..................................................... .......... 6
Where You Can Find More Information.......................... .......... 6
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;
- - industry restructuring and cost recovery (including the potential effect of
stranded investments).
- - commodity price risk, and
- - year 2000 readiness
Given these uncertainties, you should not place undue reliance on these
forward-looking 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.
2
CONSTELLATION ENERGY
Constellation Energy became the holding company for Baltimore Gas and Electric
Company ("BGE") on __________, 1999. Constellation Energy owns all the
outstanding shares of common stock of BGE and the subsidiaries formerly owned by
BGE.
BGE is a public utility that has served Central Maryland for over 180 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.
Constellation Energy owns the stock of several other companies primarily engaged
in diversified energy-services businesses. They are:
- - Constellation Power Source, Inc. - our wholesale power marketing and trading
business.
- - Constellation Power, Inc. and subsidiaries - our power projects business;
- - Constellation Energy Source, Inc. - our energy products and services
business; and
- - BGE Home Products & Services, Inc. and subsidiaries - our home products,
commercial building systems, and residential and small commercial gas
retail marketing business.
Constellation Energy also has two other subsidiaries:
- - Constellation Investments, Inc. - our financial investments business; and
- - Constellation Real Estate Group, Inc. - our real estate and senior living
facilities business.
USE OF PROCEEDS
Based on our current plans and estimates, we will use the net proceeds from the
sale of common stock for general corporate purposes, including investments in
our subsidiaries and repayment of commercial paper borrowings used to finance
capital expenditures and operations. We may, however, use the net proceeds for
other purposes if we find it necessary. 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.
3
COMMON STOCK DIVIDENDS AND PRICE RANGE
When our Board of Directors declares dividends they will also set the record
dates and payment dates. As was the practice with BGE the record dates are
expected to be the 10th of March, June, September and December, and we expect to
mail dividends to each shareholder on or about the 1st of January, April, July
and October.
The range of the high and low sale prices of BGE's 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
---------------- ------------- -------------
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.................. 33 5/8 29 5/16 .42
Fourth Quarter................. 35 1/4 30 7/8 .42
1999
First Quarter.................. 31 1/8 25 1/8 .42
(through March 19, 1999)
The book value per share of BGE's common stock at December 31, 1998 was $19.98.
The last reported sale price of BGE's common stock on the New York Stock
Exchange on March 19, 1999 was $25 3/16.
4
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 will 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 preferred stock (if any become outstanding) before paying common
stock dividends.
Voting Rights
Holders of our common stock are entitled to one vote per share on all matters on
which shareholders vote. There are no cumulative voting rights.
Liquidation
Our common stock has no par value. If we liquidate or dissolve, you will share
equally in any assets remaining after full payment of liabilities to our
creditors and the liquidation value per share plus accrued dividends due to
holders of our preferred stock (if any become outstanding).
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 our 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 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.
5
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 schedule 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.
WHERE YOU CAN FIND
MORE INFORMATION
Constellation Energy will file annual, quarterly and current reports, proxy
statements and other information with the SEC. Prior to Constellation Energy
becoming BGE's holding company, reports, statements and other information were
filed by BGE under the name "Baltimore Gas and Electric Company." You may read
and copy any document filed by BGE or Constellation Energy 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 Constellation
Energy and BGE) that file documents with the SEC electronically. Constellation
Energy's SEC filings may also be obtained from our web site at
http://www.constellationenergy.com.
This prospectus is part of a registration statement that we filed with the SEC.
In addition, 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
6
Exchange Act of 1934 until we sell all the common stock.
- - BGE's Annual Report on Form 10-K for the year ended December 31, 1998.
You may request a copy of these filings, at no cost, by writing us at:
Shareholder Services
Constellation Energy Group, Inc.
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.
7
================================================================================
[GRAPHIC OMITTED]
Constellation Energy Group, Inc.
3,731,600 Shares
Common Stock
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
Salomon Smith Barney
_________________,1999
================================================================================
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......................... .... 45,000**
Listing Fees..................................................... 15,000*
Legal Fees and Expenses.......................................... 35,000**
Transfer Agent and Registrar Fees................................ 5,000**
Printing and Delivery Expenses................................... 10,000**
Miscellaneous Expenses........................................... 11,590**
---------
Total.............................................................$150,000
--------------
* Previously paid
** 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 received.
II-1
Notwithstanding the above provisions, a court of appropriate jurisdiciton, upon
application of the Director or o fficer, may order indemnification if it
determines that in view of all the entitle to indemnification; however,
indemnification with respect to any Proceeding by or in the right of the
corporation or in w hich 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 he
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 Eighth of the Company's Charter reads as follows:
" (a) (i) The Corporation shall indemnify
(A) its Directors and Officers, whether serving the corporation or
at its request any other entity, to the full extent required or permitted by the
general laws of the State of Maryland, now or hereafter in force, including the
advance of expenses, under the procedures and to the full extent permitted by
law, and
(B) other employees and agents, to such extent as shall be
authorized by the Board of Directors or the Corporation's by-laws and be
permitted by law.
(ii) The foregoing rights of indemnification shall not be exclusive
of any other rights to which those seeking indemnification may be entitled.
(iii) The Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly empowered to adopt,
approve and amend from time to time such by-laws, resolutions or contracts
implementing such provisions or such further indemnification arrangements as may
be permitted by law. No amendment of the Charter of the Corporation or repeal of
II-2
any of its provisions shall limit or eliminate the right to indemnification prov
ided hereunder with respect to any act or omission occurring prior to such amend
ment or repeal.
(b) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or Officer of this
Corporation shall be personally liable to the Corporation or its stockholders
for money damages. No amendment of the Charter of the Corporation or repeal of
any of its provisions shall limit or eliminate the limitation on liability
provided to Directors and Officers hereunder with respect to any act or omission
occurring prior to such amendment or repeal."
Article V of the Company's By-Laws reads as follows:
"The Corporation shall indemnify all directors, Officers and employees
to the fullest extent permitted by the general laws of the State of Maryland and
shall provide indemnification expenses in advance to the extent permitted
thereby. The Corporation will follow the procedures required by applicable law
in determining persons eligible for indemnification and in making
indemnification payments and advances.
The indemnification and advance of expenses provided by the
Charter and these by-laws shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advance of expenses may be entitled
under any law (common or statutory), or any agreement, vote of stockholders or
disinterested Directors or other provision that is consistent with law, both as
to action in his or her official capacity and as to action in another capacity
while holding office or while employed by or acting as agent for the
corporation, shall continue in respect of all events occurring while a person
was a Director or Officer after such person has ceased to be a Director or
Officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person. All rights to indemnification and advance of
expenses under the Charter of the Corporation and hereunder shall be deemed to
be a contract between the corporation and each Director or Officer of the
Corporation who serves or served in such capacity at any time while this by-law
is in effect. Nothing herein shall prevent the amendment of this by-law,
provided that no such amendment shall diminish the rights of any person
hereunder with respect to events occurring or claims made before its adoption or
as to claims made after its adoption in respect of events occurring before its
adoption. Any repeal or modification of this by-law shall not in any way
diminish any rights to indemnification or advance of expenses of such Director
or Officer or the obligations of the Corporation arising hereunder with respect
to events occurring, or claims made, while this by-law or any provision hereof
is in force."
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
II-3
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 Post Effective Amendment.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of this Post
Effective Amendment.
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 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.
II-4
(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 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.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Constellation Energy Group, Inc., 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 Post-Effective Amendment No. 1 to 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 25th day of
March, 1999.
CONSTELLATION ENERGY GROUP, INC.
(Registrant)
By: /s/ David A. Brune
-------------------
David A. Brune
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to 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:
* Charles W. Shivery Chairman of the March 25, 1999
Board, President
and Director
Principal financial
and accounting officer:
/s/ David A. Brune Vice President, March 25, 1999
- ------------------- Secretary and
David A. Brune Director
/s/ Thomas E. Ruszin, Jr. Treasurer and March 25, 1999
- ------------------------- Director
Thomas E. Ruszin, Jr.
*By: /s/ David A. Brune
--------------------
David A. Brune, Attorney-in-Fact
II-6
EXHIBIT INDEX
Exhibit
Number
- -------
1 - Form of Sales Agency Agreement,
including Form of Volume and Pricing
Parameters and Form of Terms Agreement.
4(a)* - Amended and Restated Articles of Incorporation of
Constellation Energy Group, Inc. (Designated as
Exhibit 3.1 to Post-Effective Amendment No.1 to the
Registration Statement on Form S-4 filed March 3, 1999,
File No. 33-64799.)
4(b)* - By-Laws of Constellation Energy Group, Inc.
Designated as Exhibit 3.2 to Post-Effective Amendment
No.1 to the Registration Statement on Form S-4 filed
March 3, 1999, File No. 33-64799.)
4(c) - Form of Common Stock Certificate.
5 - Opinion of Company Counsel as to legality.
23(a) - Consent of PricewaterhouseCoopers LLP, Independent
Public Accountants.
23(b) - Consent of Company Counsel (included in Exhibit 5).
24 - Power of Attorney.
- ------------------
* Incorporated by reference.
II-7