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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): June 29, 1999
Commission File Exact name of registrant as IRS Employer
Number specified in its charter Identification No.
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1-12869 CONSTELLATION ENERGY GROUP, INC. 52-1964611
1-1910 BALTIMORE GAS AND ELECTRIC COMPANY 52-0280210
Maryland
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(State or other jurisdiction of incorporation for each registrant)
39 W. Lexington Street, Baltimore, Maryland 21201
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code: (410) 234-5000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
As previously reported in our Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999 (the "Form 10-Q"), we reached a tentative agreement in
principle with a majority of the active parties on the major issues in the
electric restructuring proceedings discussed in the Form 10-Q. As a result, the
Maryland Public Service Commission (Maryland PSC) suspended the procedural
schedule and instructed the settling parties to file a settlement agreement by
June 15, 1999. On June 11, 1999, the Maryland PSC granted the parties a 10-day
extension for filing the settlement agreement.
On June 29, 1999, the parties filed a Stipulation and Settlement Agreement
with the Maryland PSC signed by the settling parties ("Settlement Agreement").
Attached to this Current Report on Form 8-K is the Settlement Agreement without
Appendices (Exhibit 10) and a letter to Analysts from Constellation Energy Group
that discusses key provisions of the Agreement (Exhibit 99).
The next step is for the Maryland PSC to determine what type of proceedings
are necessary to render a decision regarding whether the settlement is in the
public interest. We expect that the Maryland PSC will issue a final order by
October 1, 1999.
When sufficient details of the transition plan ultimately approved by the
Maryland PSC become known, the generation portion of BGE's electric business
will no longer meet the provisions of SFAS No. 71. At that time, we would
implement SFAS No. 101, "Regulated Enterprises - Accounting for the
Discontinuation of FASB Statement No. 71."
A provision under SFAS No. 101 requires an evaluation of potential
impairments of plant assets under SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets To Be Disposed Of. If any of our
generating plant assets are impaired under the provisions of SFAS No. 121, BGE
would be required to record a write-down. The amount of any such write-down
could materially affect BGE's financial position and results of operations.
However, we cannot estimate the amount of the potential impairment loss, if any,
at this time. We cannot predict what decision the Maryland PSC will ultimately
reach on the terms of the settlement agreement or the impact that decision will
have on BGE's financial position and results of operations, but such impact
could be material.
We make statements in this report that are considered forward looking
statements within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. These statements are related to the effects of the
proposed deregulation settlement on Constellation Energy Group's and BGE's
future operating results. 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
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factors that could cause our actual performance or achievements to be materially
different from those we project. These risks, uncertainties and factors include,
but are not limited to: 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 our other periodic reports filed with the
SEC for more information on these factors. These forward looking statements
represent our estimates and assumptions only as of the date of this report.
Item 7. Exhibits
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSTELLATION ENERGY GROUP, INC.
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(Registrant)
BALTIMORE GAS AND ELECTRIC COMPANY
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(Registrant)
Date: June 29, 1999 /s/ David A. Brune
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David A. Brune, Vice President on behalf of
each Registrant and as Principal Financial
Officer of each Registrant
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EXHIBIT INDEX
Exhibit Number Exhibit
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10 Stipulation and Settlement Agreement, without Appendices.
99 Letter to Investors and Analysts dated June 29, 1999.