Constellation Energy Group 25 Mar 1999

7/29/2019 Constellation Energy Group 25 Mar 1999

1/49

-----BEGIN PRIVACY-ENHANCED MESSAGE-----Proc-Type: 2001,MIC-CLEAROriginator-Name: [email protected]:MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINenTWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQABMIC-Info: RSA-MD5,RSA,WJsnlIrNca/dhwJ1wa9L5g35ZdH7j50BJS2voFLF2wq88As/j1sva2zw7Rvc5OiMWgqIZoC9w/rsCYGNUA1sfA==

0001004440-99-000002.txt : 199903260001004440-99-000002.hdr.sgml : 19990326ACCESSION NUMBER: 0001004440-99-000002CONFORMED SUBMISSION TYPE: POS AMPUBLIC DOCUMENT COUNT: 6FILED AS OF DATE: 19990325

FILER:

COMPANY DATA:COMPANY CONFORMED NAME: CONSTELLATION ENERGY GRO

UP INCCENTRAL INDEX KEY: 0001004440STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911]

IRS NUMBER: 521964611STATE OF INCORPORATION: MDFISCAL YEAR END: 1231

FILING VALUES:FORM TYPE: POS AMSEC ACT:SEC FILE NUMBER: 333-59601-99FILM NUMBER: 99572399

BUSINESS ADDRESS:STREET 1: 39 WEST LEXINGTON STCITY: BALTIMORE

STATE: MDZIP: 21201BUSINESS PHONE: 4102345685

MAIL ADDRESS:STREET 1: 39 WEST LEXINGTON STCITY: BALTIMORESTATE: MDZIP: 21201

FORMER COMPANY:FORMER CONFORMED NAME: CONSTELLATION ENERGY CORPDATE OF NAME CHANGE: 19951220

FORMER COMPANY:FORMER CONFORMED NAME: RH ACQUISITION CORPDATE OF NAME CHANGE: 19951205

POS AM1PROSPECTUS


2/49

Registration Nos. 333-5960133-57658

================================================================================

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 President39 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, thisRegistration Statement also serves as a post-effective amendment to theRegistrant's Registration Statements on Form S-3 (Registration Nos. 33-57658and 333-59601).

================================================================================


3/49

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the issuance of shares ofcommon stock, no par value, of Constellation Energy Group, Inc. which wereoriginally registered by Baltimore Gas and Electric Company on Form S-3.Constellation Energy Group, Inc. will succeed Baltimore Gas and Electric Companyas registrant of various effective registration statements filed with theSecurities and Exchange Commission. The registration fee in respect of thecommon stock was paid at the time of the original filing of the RegistrationStatements on Form S-3 by Baltimore Gas and Electric Company.

The information in this prospectus is not complete and may be changed. We maynot sell these securities until the registration statement filed with theSecurities and Exchange commission is effective. This prospectus is not anoffer to sell these securities and it is not soliciting an offer to buy thesesecurities in any state where the offer or sale is not permitted.

Subject to completion dated March 25, 1999

[GRAPHIC OMITTED]

3,731,600 SharesCommon Stock

Constellation Energy Group, Inc.39 W. Lexington StreetBaltimore, 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 timethrough the agent under our continuous offering program. We will receive all theproceeds 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 willdepend on the number of shares we sell and the market price of our stock at thetime 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 willprepare and distribute a prospectus supplement which will describe the sale. Ourcommon stock is listed on the New York, Chicago and Pacific stock exchangesunder the symbol "CEG."

----------------


4/49

We urge you to carefully read this prospectus which will describe thespecific terms of the offering before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense.

SALOMON SMITH BARNEY

- Agent -

______________________________, 1999

TABLE OF CONTENTS

Page

Constellation Energy................................................... 3Use of Proceeds........................................................ 3Common Stock Dividends and Price Range................................. 4Description of Common Stock............................................ 5Plan of Distribution................................................... 5Legal Opinions......................................................... 6Experts..................................................... .......... 6

Where You Can Find More Information.......................... .......... 6

FORWARD-LOOKING STATEMENTS

We make statements in this prospectus and the documents we incorporate byreference that are considered forward-looking statements within the meaning ofthe Securities Act of 1933 and the Securities Exchange Act of 1934. Sometimesthese statements will contain words such as "believes," "expects," "intends,""plans" and other similar words. These statements are not guarantees of ourfuture performance and are subject to risks, uncertainties and other importantfactors 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


5/49

stranded investments).

- - commodity price risk, and- - year 2000 readiness

Given these uncertainties, you should not place undue reliance on theseforward-looking statements. Please see the documents we incorporate by referencefor more information on these factors. These forward-looking statementsrepresent 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 ElectricCompany ("BGE") on __________, 1999. Constellation Energy owns all theoutstanding shares of common stock of BGE and the subsidiaries formerly owned byBGE.

BGE is a public utility that has served Central Maryland for over 180 years. BGEproduces, purchases and sells electricity and purchases, transports and sellsnatural gas. BGE also jointly owns and operates two electric generating plantsand one hydroelectric plant in Pennsylvania.

Constellation Energy owns the stock of several other companies primarily engagedin 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 servicesbusiness; and

- - BGE Home Products & Services, Inc. and subsidiaries - our home products,commercial building systems, and residential and small commercial gasretail 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


6/49

sale of common stock for general corporate purposes, including investments inour subsidiaries and repayment of commercial paper borrowings used to financecapital expenditures and operations. We may, however, use the net proceeds forother purposes if we find it necessary. If we do not use the net proceedsimmediately, we will temporarily invest them in short term, interest bearingobligations. For current information on our commercial paper balances andaverage interest rate, see our most recent Form 10-K and 10-Q. See Where You CanFind More Information.

3

COMMON STOCK DIVIDENDS AND PRICE RANGE

When our Board of Directors declares dividends they will also set the recorddates and payment dates. As was the practice with BGE the record dates areexpected to be the 10th of March, June, September and December, and we expect tomail dividends to each shareholder on or about the 1st of January, April, Julyand October.

The range of the high and low sale prices of BGE's common stock, reported by TheWall Street Journal, as New York Stock Exchange-Composite Transactions anddividends paid per share were as follows:

Price Range Dividends Paid

------------------------------- PerHigh Low Share

---------------- ------------- -------------

1996First Quarter................... 29 1/2 26 1/8 .39Second Quarter.................. 28 5/8 25 1/2 .39Third Quarter................... 28 5/8 25 .40Fourth Quarter.................. 28 3/4 25 3/4 .40

1997First Quarter................... 28 26 1/2 .40Second Quarter.................. 27 24 3/4 .40Third Quarter .................. 28 1/16 26 .41

Fourth Quarter ................. 34 5/16 25 13/16 .411998First Quarter.................. 34 1/8 29 3/4 .41Second Quarter................. 32 15/16 29 1/4 .41Third Quarter.................. 33 5/8 29 5/16 .42Fourth Quarter................. 35 1/4 30 7/8 .42

1999First Quarter.................. 31 1/8 25 1/8 .42


7/49

(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 StockExchange 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 canfind a complete description of these rights in our Charter. See Where YouCan Find More Information.

Dividend Rights

We will pay dividends on our common stock when declared by our Board ofDirectors. However, we must first pay all dividends and any redemption paymentsdue on our preferred stock (if any become outstanding) before paying commonstock dividends.

Voting Rights

Holders of our common stock are entitled to one vote per share on all matters onwhich shareholders vote. There are no cumulative voting rights.

Liquidation

Our common stock has no par value. If we liquidate or dissolve, you will shareequally in any assets remaining after full payment of liabilities to ourcreditors 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 ofcommon stock we may issue at a later date. We have not issued any securitiesconvertible into shares of our common stock. In addition, as holders of commonstock, you have no redemption, conversion or sinking fund rights. When issued to


8/49

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, SalomonSmith Barney. The agent agrees to use its reasonable efforts to solicitpurchases for the period of its appointment. We will receive all the proceedsfrom the sale of the stock, after paying the agent a commission of no more than5 cents per share and before deducting expenses of approximately $150,000. Inaddition, we have agreed to reimburse the agent for certain of its expenses inconnection with the sale of the common stock.

The agent will sell the shares on the New York Stock Exchange, or on any otherexchange on which the shares are listed, at prevailing market prices through (a)ordinary brokers' transactions or (b) in block transactions. In blocktransactions, the agent may purchase all or a portion of the shares as principalfor 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 agroup of dealers to participate with it in reselling the shares to you. For thistype of sale, we will prepare and distribute a prospectus supplement which willdescribe 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 exchangedistribution in accordance with the rules of the stock exchange on which theshares are listed. We would also prepare and distribute a prospectus supplementfor these types of offerings.

General Information

Dealers and agents that participate in the distribution of the common stock maybe underwriters as defined in the Securities Act of 1933 (1933 Act), and anydiscounts or commissions received by them from us and any profit on the resaleof 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 civilliabilities, including liabilities under the 1933 Act or to contribute withrespect to payments which the agent may be required to make. We may have similaragreements 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 specialoffering, the selling group, which would include dealers who enter into anunderwriting 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 ashort position. In addition, they may bid for, and purchase, the securities inthe open market to cover shorts or to stabilize the price of the common stock.Finally, the selling group may reclaim selling concessions allowed for


9/49

distributing common stock in the offering, if the selling group repurchasespreviously distributed common stock in the market to cover overallotments or tostabilize the price of the common stock. Any of these activities may stabilizeor maintain the market price of the common stock above independent marketlevels. 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 inconnection with the common stock offered pursuant to this prospectus. CahillGordon & Reindel ( a partnership including a professional corporation), NewYork, NY will issue an opinion for any underwriters, dealers or agents. CahillGordon & Reindel will rely on the opinion of our lawyers as to matters ofMaryland law and the applicability of the Public Utility Holding Company Act of1935.

EXPERTS

PricewaterhouseCoopers LLP, independent accountants, audited our annualfinancial statements and schedule incorporated by reference in this prospectusand elsewhere in the registration statement. These documents are incorporated byreference herein in reliance upon the authority of PricewaterhouseCoopers LLP as

experts in accounting and auditing.

WHERE YOU CAN FINDMORE INFORMATION

Constellation Energy will file annual, quarterly and current reports, proxystatements and other information with the SEC. Prior to Constellation Energybecoming BGE's holding company, reports, statements and other information werefiled by BGE under the name "Baltimore Gas and Electric Company." You may readand 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 callthe 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 ConstellationEnergy and BGE) that file documents with the SEC electronically. ConstellationEnergy's SEC filings may also be obtained from our web site athttp://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 wefile with them, which means that we can disclose important information to you byreferring you to those documents. The information incorporated by reference isconsidered to be part of this prospectus, and later information that we file

with the SEC will automatically update and supersede this information. Weincorporate by reference the documents listed below and any future filings madewith 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.


10/49

- - 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 ServicesConstellation Energy Group, Inc.39 W. Lexington StreetBaltimore, Maryland 21201410-783-5920

You should rely only on the information incorporated by reference or provided inthis prospectus or any prospectus supplement. We have not authorized anyone elseto provide you with different information. We are not making an offer of thecommon stock in any state where the offer is not permitted. You should notassume that the information in this prospectus or any prospectus supplement isaccurate 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


11/49

================================================================================

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 Marylandstatutory law is a summary rather than a complete description. Reference is madeto Section 2-418 of the Corporations and Associations Article of the MarylandAnnotated Code, which is incorporated herein by reference, and the followingsummary is qualified in its entirety by such reference.

By a Maryland statute, a Maryland corporation may indemnify any directorwho 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 isa present or former director of the corporation and any person who, while adirector of the corporation, is or was serving at the request of the corporationas a director, officer, partner, trustee, employee, or agent of anothercorporation, partnership, joint venture, trust, other enterprise, or employeebenefit plan ("Director"). Such indemnification may be against judgments,penalties, fines, settlements and reasonable expenses actually incurred by himin connection with the Proceeding unless it is proven that (a) the act oromission of the Director was material to the matter giving rise to theProceeding and (i) was committed in bad faith, or (ii) was the result of active

and deliberate dishonesty; or (b) the Director actually received an improperpersonal benefit in money, property, or services; or (c) in the case of anycriminal action or proceeding, the Director had reasonable cause to believe hisact or omission was unlawful. However, the corporation may not indemnify anyDirector in connection with a Proceeding by or in the right of the corporationif the Director has been adjudged to be liable to the corporation. A Director orofficer who has been successful in the defense of any Proceeding described aboveshall be indemnified against reasonable expenses incurred in connection with theProceeding. The corporation may not indemnify a Director in respect of anyProceeding charging improper personal benefits to the Director in which the


12/49

Director was adjudged to be liable on the basis that personal benefit wasimproperly received.

II-1

Notwithstanding the above provisions, a court of appropriate jurisdiciton, uponapplication of the Director or o fficer, may order indemnification if itdetermines that in view of all the entitle to indemnification; however,indemnification with respect to any Proceeding by or in the right of thecorporation or in w hich liability was adjudged on the basis that personalbenefit was improperly received shall be limited to expenses. A corporationmay advance reasonable expenses to a Director under certain circumstances,including a written undertaking by or on behalf of such Director to repay heamount if it shall ultimately be determined that the standard of conductnecessary 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 thestatute.

The indemnification and advancement of expenses provided or authorized bythis statute may not be deemed exclusive of any other rights, by indemnificationor 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 personwho is or was a Director or officer, whether or not the corporation would havethe power to indemnify a Director or officer against liability under theprovision of this section of Maryland law. Further, a corporation may providesimilar protection, including a trust fund, letter of credit or surety bond, notinconsistent 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 orat its request any other entity, to the full extent required or permitted by thegeneral laws of the State of Maryland, now or hereafter in force, including theadvance of expenses, under the procedures and to the full extent permitted bylaw, and

(B) other employees and agents, to such extent as shall beauthorized by the Board of Directors or the Corporation's by-laws and bepermitted by law.

(ii) The foregoing rights of indemnification shall not be exclusiveof any other rights to which those seeking indemnification may be entitled.

(iii) The Board of Directors may take such action as is necessary tocarry out these indemnification provisions and is expressly empowered to adopt,approve and amend from time to time such by-laws, resolutions or contracts


13/49

implementing such provisions or such further indemnification arrangements as maybe 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 provided hereunder with respect to any act or omission occurring prior to such amendment or repeal.

(b) To the fullest extent permitted by Maryland statutory ordecisional law, as amended or interpreted, no director or Officer of thisCorporation shall be personally liable to the Corporation or its stockholdersfor money damages. No amendment of the Charter of the Corporation or repeal ofany of its provisions shall limit or eliminate the limitation on liabilityprovided to Directors and Officers hereunder with respect to any act or omissionoccurring 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 employeesto the fullest extent permitted by the general laws of the State of Maryland andshall provide indemnification expenses in advance to the extent permitted

thereby. The Corporation will follow the procedures required by applicable lawin determining persons eligible for indemnification and in makingindemnification payments and advances.

The indemnification and advance of expenses provided by theCharter and these by-laws shall not be deemed exclusive of any other rights towhich a person seeking indemnification or advance of expenses may be entitledunder any law (common or statutory), or any agreement, vote of stockholders ordisinterested Directors or other provision that is consistent with law, both asto action in his or her official capacity and as to action in another capacitywhile holding office or while employed by or acting as agent for thecorporation, shall continue in respect of all events occurring while a personwas 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 andadministrators of such person. All rights to indemnification and advance ofexpenses under the Charter of the Corporation and hereunder shall be deemed tobe a contract between the corporation and each Director or Officer of theCorporation who serves or served in such capacity at any time while this by-lawis in effect. Nothing herein shall prevent the amendment of this by-law,provided that no such amendment shall diminish the rights of any personhereunder with respect to events occurring or claims made before its adoption oras to claims made after its adoption in respect of events occurring before itsadoption. Any repeal or modification of this by-law shall not in any waydiminish any rights to indemnification or advance of expenses of such Directoror Officer or the obligations of the Corporation arising hereunder with respectto 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 insuranceindemnifying them against certain liabilities which might be incurred by them intheir capacities as such, including certain liabilities arising under the

II-3


14/49

Securities Act of 1933. The premium for this insurance is paid by the Company.

Also, see indemnification provisions in the Form of Sales AgencyAgreement 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 PostEffective Amendment.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales arebeing 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 eventsarising after the effective date of the Registration Statement(or the most recent post-effective amendment thereof) which,individually or in the aggregate, represent a fundamentalchange in the information set forth in the RegistrationStatement. Notwithstanding the foregoing, any increase or

decrease in volume of securities offered (if the total dollarvalue of securities offered would not exceed that which wasregistered) and any deviation from the low or high end of theestimated maximum offering range may be reflected in the formof prospectus filed with the Commission pursuant to Rule424(b) if, in the aggregate, the changes in volume and pricerepresent no more than a 20% change in the maximum aggregateoffering price set forth in the "Calculation of RegistrationFee" table in the effective registration statement;

(iii) To include any material information with

respect to the plan of distribution not previously disclosedin 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) donot apply if the Registration Statement is on Form S-3, Form S-8, orForm F-3 and the information required to be included in apost-effective amendment by those paragraphs is contained in periodicreports filed with or furnished to the Securities and ExchangeCommission by the Registrant pursuant to Section 13 or Section 15(d) ofthe Securities Exchange Act of 1934 that are incorporated by referencein the Registration Statement.


15/49

II-4

(2) That, for the purpose of determining any liability underthe Securities Act of 1933, each such post-effective amendment shall bedeemed to be a new Registration Statement relating to the securitiesoffered therein, and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effectiveamendment any of the securities being registered which remain unsold atthe termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes ofdetermining any liability under the Securities Act of 1933, each filing of theRegistrant's annual report pursuant to Section 13(a) or Section 15(d) of theSecurities Exchange Act of 1934 (and, where applicable, each filing of anemployee benefit plan's annual report pursuant to Section 15(d) of theSecurities Exchange Act of 1934) that is incorporated by reference in theRegistration Statement shall be deemed to be a new Registration Statementrelating to the securities offered therein, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Actof 1933 may be permitted to Directors, officers and controlling persons of theRegistrant pursuant to the provisions described under Item 15 above, orotherwise, the Registrant has been advised that in the opinion of the Securitiesand Exchange Commission such indemnification is against public policy asexpressed in the Act and is, therefore, unenforceable. In the event that a claimfor indemnification against such liabilities (other than the payment by theRegistrant of expenses incurred or paid by a Director, officer or controllingperson of the Registrant in the successful defense of any action, suit orproceeding) is asserted by such Director, officer or controlling person inconnection with the securities being registered, the Registrant will, unless inthe opinion of its counsel the matter has been settled by controlling precedent,

submit to a court of appropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in the Act and willbe 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 hasreasonable grounds to believe that it meets all of the requirements for filingon Form S-3 and has duly caused this Post-Effective Amendment No. 1 to thisRegistration Statement to be signed on its behalf by the undersigned, thereuntoduly authorized, in the City of Baltimore, State of Maryland on the 25th day ofMarch, 1999.


16/49

CONSTELLATION ENERGY GROUP, INC.(Registrant)

By: /s/ David A. Brune-------------------

David A. BruneVice President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Registration Statement has been signed belowby the following persons in the capacities and on the dates indicated.

Signature Title Date---------- -------- ------

Principal executiveofficer and director:

* Charles W. Shivery Chairman of the March 25, 1999Board, Presidentand Director

Principal financialand 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


17/49

EXHIBIT INDEX

ExhibitNumber- -------1 - Form of Sales Agency Agreement,

including Form of Volume and PricingParameters and Form of Terms Agreement.

4(a)* - Amended and Restated Articles of Incorporation ofConstellation Energy Group, Inc. (Designated asExhibit 3.1 to Post-Effective Amendment No.1 to theRegistration 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 AmendmentNo.1 to the Registration Statement on Form S-4 filedMarch 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, IndependentPublic Accountants.

23(b) - Consent of Company Counsel (included in Exhibit 5).

24 - Power of Attorney.

- ------------------

* Incorporated by reference.

II-7EX-12AGENCY AGREEMENT

Exhibit 1

_____________ Shares

Constellation Energy Group, Inc.

Common Stock


18/49

Form of Sales Agency Agreement

__________, 1999

Salomon Smith Barney Inc.390 Greenwich StreetNew York, NY 10013

Ladies and Gentlemen:

The undersigned, Constellation Energy Group, Inc., a Marylandcorporation (the "Company"), hereby confirms its agreement with Salomon SmithBarney Inc. (the "Agent") as follows:

1. Issuance and Sale of Common Stock. The Company has authorized byappropriate corporate action and proposes to issue and sell in the manner

contemplated by this Agreement up to __________ shares (the "Shares") of itsCommon Stock (the "Common Stock"), having the terms and provisions set forth inthe Charter of the Company, amended and restated as of _________, 1999 (a copyof which has heretofore been delivered to the Agent) and summarized in theProspectus hereinafter mentioned. Subject to the terms and conditions stated inthis Agreement, the Company hereby (a) appoints the Agent as its exclusive salesagent for the purpose of soliciting purchases of the Shares from the Company byothers and (b) agrees that whenever it determines to sell Shares directly to theAgent as principal for resale to others, it will enter into a Terms Agreement(as defined in Section 2(b) hereof) with the Agent relating to such sale inaccordance with Section 2(b) hereof.

2. Solicitations as Agent; Purchases as Principal. (a) Solicitations asAgent. On the basis of the representations and warranties herein contained, butsubject to the terms and conditions herein set forth, the Agent agrees, as anagent of the Company, to use its reasonable best efforts to solicit offers topurchase the Shares. The Agent and the Company agree that such solicitations,and offers for the sale of the Shares, shall commence upon receipt of, and shallbe made in accordance with, written instructions from the Company to the Agent

1

(which shall be substantially in the form of Exhibit A hereto and which may takethe form of an exchange of any standard form of written telecommunicationbetween the Agent and the Company) and shall continue until such time as theCompany has instructed the Agent that such solicitations and offers shall besuspended in accordance with Section 8 hereof. The Company reserves the right,in its sole discretion, to instruct the Agent, at any time and from time totime after the Commencement Date (as defined in Section 7 hereof), to socommence or suspend such solicitations and offers for any period of timeor permanently in accordance with the provisions of this Agreement.


19/49

In soliciting purchases of the Shares from the Company by others(including customers of the Agent), the Agent will be acting for the Company andnot as principal. The Agent, as the exclusive agent for the offer and sale ofthe Shares, will use its reasonable best efforts to sell the Shares on behalf ofthe Company as contemplated hereby; provided, however, that it is understood bythe Company that the Agent has no obligations to find purchasers of the Sharesand that the Agent in its sole discretion, upon notice thereof to the Company,can suspend from time to time its efforts in offering for sale, and solicitingpurchases of, the Shares. In any transaction where the Agent has acted as agentfor the Company and has not purchased as principal, the Agent will use itsreasonable best efforts to obtain performance by each purchaser of Shares fromthe Company, but the Agent will not have liability to the Company in the eventany such purchase is not consummated for any reason except as may be otherwiseprovided by any applicable regulations and rules of the Exchanges (as defined inSection 3(a) (i) hereof) on which the transaction was executed and except thatthe Agent will complete the purchase in accordance with the customs of theExchanges in the case of transactions in which the Agent has also acted asbroker for the purchaser. The Company also understands that under nocircumstances shall the Agent be obligated to purchase any Shares for its ownaccount, except (i) pursuant to a Terms Agreement, (ii) as provided in thepreceding sentence and (iii) except to the extent that the Agent has acted as aprincipal in purchasing a portion of a block as contemplated by Section 3

(a)(ii) hereof, or has made a firm commitment with the Company in connectionwith an offering or distribution of the type contemplated by Section 3(a) (iii)hereof that has been expressly authorized by the Company and agreed to by theAgent.

(b) Purchases as Principal. Each sale of Shares to the Agent asprincipal for resale to others shall be made in accordance with the terms ofthis Agreement and, except for purchases made in accordance with the customs ofthe Exchanges in the case of transactions in which the Agent has also acted as

2

broker for a purchaser and in the case of transactions permitted by Section 3(a)(ii) hereof, a separate agreement that will provide for the sale of such Sharesto, and the purchase and reoffering thereof by, the Agent. Each such separateagreement (which shall be substantially in the form of Exhibit B hereto andwhich may take the form of an exchange of any standard form of writtentelecommunication between the Agent and the Company) is herein referred to as a"Terms Agreement". The Agent's commitment to purchase Shares pursuant to anyTerms Agreement shall be deemed to have been made on the basis of therepresentations and warranties of the Company herein contained and shall besubject to the terms and conditions herein set forth. Unless expresslyauthorized by the Company in the Terms Agreement, or as otherwise providedherein, the Agent will not be authorized to utilize a selling or dealer group in

connection with the resale of the Shares purchased. Such Terms Agreement shallalso specify the requirements for the opinions of counsel, comfort letter andofficer's certificate pursuant to Sections 7(b), 7(c), 7(d) and 7(e),respectively, hereof.

3. Manner of Offer and Sale. (a) Method of Offer and Sale. The Sharesmay be offered and sold by any of the following methods:

(i) Ordinary Brokers' Transactions. The Shares may be offeredand sold by the Agent in ordinary regular-way transactions in the


20/49

auction market on the floor of the New York Stock Exchange, Inc. (the"NYSE") or any other stock exchange on which the Common Stock may belisted or admitted to trading (the NYSE, together with such other stockexchanges, the "Exchanges").

(ii) Block Transactions. The Agent may solicit offers topurchase Shares, and offer Shares for sale, in transactions on theExchanges in "crosses" of blocks where the Agent acts as broker for thebuyers in addition to acting as agent for the Company. It is understoodthat on occasion the Agent may also act as a principal and purchase forits own account, with the consent of the Company, a portion of theShares being sold in the cross of a block. The Agent may also offer andsell Shares in block transactions on the Exchanges in which otherbroker-dealers are acting as broker for all or some of the buyers ofthe Shares being sold in such transactions. In the discretion of theAgent, the Agent may also sell Shares in block transactions to one ormore broker-dealers purchasing such Shares, or a portion of suchShares, as principal for their own account, with the consent of theCompany. Any of the transactions contemplated by this Section 3(a) (ii)may be executed in the over-the-counter market, with broker-dealers who

3

are not members of the Exchanges or otherwise, provided that the Agenthas obtained any necessary permission from officials of the Exchangesor such transactions are otherwise in compliance with the rules of theExchanges.

(iii) Fixed Price Offerings. With the prior authorization of

the Company, and any necessary permission from officials of theExchanges, the Agent may conduct fixed price offerings off the floor ofthe Exchanges, in which the Agent has committed to purchase asprincipal the Shares involved in such offerings and dealers selected bythe Agent participate in the resale of such Shares. With the priorauthorization of the Company, the Agent may also conduct "special

offerings" or "exchange distributions" of Shares on the NYSE inaccordance with Rule 391 and Rule 392, respectively, of the NYSE or onany one or more of the other Exchanges in accordance with theappropriate rules of such other Exchanges. It is understood that theterms of "fixed price offerings," "special offerings" and "exchangedistributions" contemplated by this Section 3(a) (iii) will in eachcase be subject to the prior approval of the Company.

(b) Market Prices. The Company understands that sales of Shares will bemade at market prices prevailing at the time of sale in the case of transactionson the Exchanges and at prices negotiated by the Agent and related to prevailingmarket prices in the case of over-the-counter transactions; provided, however,that the price per share to be paid to the Company for the Shares shall be in

compliance with the terms of this Agreement and the Procedures.

(c) Discounts, Commissions, Concessions, Etc. The Company will (i) payto the Agent, on each Settlement Date (as defined in Section 4) in respect ofthe sale of any Shares solicited by the Agent, in same day funds, commissionsfor its services in acting as agent for the Company in the sale of such Sharesin an amount per share to be negotiated as provided in the Procedures (asdefined in Section 3(e) hereof) for the types of transactions involved (but not,in any event, to exceed $0.05 per share) (it being understood that the Companyand the Agent may agree upon payment for such commissions in such other manner


21/49

as they may determine in accordance with the Procedures) and (ii) pay thereasonable fees and expenses of Cahill Gordon & Reindel ("Counsel for theAgent") in connection with the offer and sale of the Shares. Discounts,commissions, concessions, the offering price and other terms of offerings ordistributions referred to in Sections 2(b) and 3(a) hereof will be agreed uponby the Company and the Agent prior to any such offering or distribution. TheCompany understands and agrees that, in any sale of Shares where the Agent is

4

also acting as broker for a buyer of Shares, the Agent may also receive abrokerage commission from the buyer in any amount negotiated by the Agent andsuch buyer.

(d) Authorized Actions. The Company agrees that, concurrently with theoffer and sale of Shares on behalf of the Company as contemplated by thisAgreement, the Agent may (i) act as broker for the sale of shares of CommonStock by customers other than the Company, (ii) to the extent permitted by therules and regulations of the Securities and Exchange Commission (the

"Commission") under the Securities Exchange Act of 1934, (the "Exchange Act"),solicit the sale of shares of Common Stock by customers other than the Companythrough the Agent as broker for the seller, solicit the sale of shares of CommonStock by customers other than the Company to the Agent as principal and solicitoffers to purchase shares of Common Stock and (iii) offer and sell as principalfor its own account Shares that the Agent has purchased from the Company ascontemplated by Sections 2(b) and 3(a) (ii) or shares of Common Stock that theAgent has otherwise acquired in transactions permitted by this Agreement.

(e) Procedures. Procedural details relating to the offer and sale ofthe Shares, and the issue and delivery of the Shares and payment for the Shares,are set forth in the Common Stock Procedures attached hereto as Exhibit C (the"Procedures"). The Agent and the Company each agree to perform the respective

duties and obligations to be performed by them as provided in the Procedures asamended from time to time. The Procedures may be amended only by a writtenagreement of the Company and the Agent. The Agent agrees that the number ofShares to be offered and sold from time to time, and the prices at which Sharesare to be offered and sold, will be in compliance with limitations establishedby the Company with the Agent in accordance with the Procedures.

(f) Compliance with Laws and Regulations. The Agent agrees that incarrying out the transactions contemplated by this Agreement, it will observeand comply with (i) all applicable securities laws, regulations, rules andordinances of any jurisdiction in which the Shares may be offered, sold ordelivered and (ii) all applicable regulations and rules of the Exchanges onwhich such transactions are executed.

4. Delivery of Shares. Delivery of Shares sold in transactions of thetypes referred to in Section 3(a) hereof will take place through the book-entryprocessing of the Depository Trust Company ("DTC") deposit withdrawal atcustodian ("DWAC") system on the date that is three Business Days (as definedbelow) after the "trade date" for the sale of such Shares, against delivery tothe Company in same day funds of the purchase price for such Shares; provided,however, that the Company and the Agent may agree upon delivery of and payment


22/49

5

for Shares sold in particular transactions at such other time and place and insuch other manner as they may determine in accordance with the Procedures. Thedate of delivery to the Agent of Shares sold against delivery to the Company offunds in payment therefor is herein called the "Settlement Date." Delivery ofShares, and payment, for Shares sold pursuant to a Terms Agreement shall be madein accordance with such Terms Agreement. Except as may be otherwise determinedby the NYSE, "Business Day" as used in this Agreement means any day on which theNYSE is open for business other than any such day on which banking institutionsin New York City are authorized or obligated by law to close.

5. Representations and Warranties of the Company. The Companyrepresents and warrants to the Agent that:

(a) Filing of Registration Statement with Commission. A registrationstatement on Form S-3 (File No. 333-24855) relating to the Shares, as amended byPost Effective Amendment No. 1, including a prospectus, has been filed with the

Commission under the Securities Act of 1933, (the "Securities Act"), inaccordance with Rule 415 of the published rules and regulations of theCommission (the "Regulations") under the Securities Act. Such registrationstatement has been declared effective by the Commission. References in thisAgreement to the "Registration Statement" at a particular time are to suchregistration statement, as it may have been amended or supplemented at suchtime, including all exhibits thereto and all documents that at such time areincorporated by reference therein. References in this Agreement to the"Prospectus" at a particular time are to the form of preliminary prospectusfiled as a part of the Registration Statement at such time and, thereafter, tothe prospectus first filed with the Commission pursuant to Rule 424(b) of theRegulations under the Securities Act, as it may have been amended orsupplemented at such time, including all documents that at such time are

incorporated by reference therein.

(b) Registration Statement; Prospectus and Incorporated Documents. (i)The Registration Statement, at the date of this Agreement and any applicableTerms Agreement and at the Commencement Date, as it may be amended orsupplemented at each such time, complies and will comply, as the case may be, inall material respects with the Securities Act and the Regulations thereunder;the Prospectus, at the date of this Agreement and any applicable TermsAgreement, at the date it is first filed pursuant to Rule 424(b) of theRegulations under the Securities Act and at the Commencement Date, as it may be

amended or supplemented at each such time, complies and will comply, as the casemay be, in all material respects with the Securities Act and the Regulations

6


23/49

thereunder; (ii) the Registration Statement at the date of this Agreement andany applicable Terms Agreement and at the Commencement Date, as it may beamended or supplemented at each such time, does not and will not, as the casemay be, contain an untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statementstherein not misleading; the Prospectus, at the date of this Agreement and anyapplicable Terms Agreement, at the date it is first filed pursuant to Rule424(b) of the Regulations under the Securities Act and at the Commencement Date,as it may be amended or supplemented at each such time, does not and will not,as the case may be, contain an untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements therein, in thelight of the circumstances under which they were made, not misleading; provided,however, that these representations and warranties do not apply to statements oromissions in such documents, based upon information furnished to the Company inwriting by the Agent expressly for use therein; and (iii) the documentsincorporated by reference in the Registration Statement or the Prospectuspursuant to Item 12 of Form S-3 of the Securities Act, at the time they werefiled with the Commission, complied in all material respects with therequirements of the Exchange Act, and the Regulations thereunder.

6. Covenants of the Company. The Company covenants and agrees that:

(a) Filing of Prospectus with Commission; No Stop Order. The Companywill cause the Prospectus, and any amendments or supplements thereto, to be

filed with, or transmitted for filing to, the Commission in accordance with Rule424(b) of the Regulations under the Securities Act and will notify the Agentimmediately, and confirm such notice in writing, of the issuance by theCommission of any stop order under the Securities Act suspending theeffectiveness of the Registration Statement or of the initiation of anyproceedings for that purpose. The Company will make every reasonable effort toprevent the issuance by the Commission of any stop order and, if any such stoporder shall at any time be issued, to obtain the lifting thereof at the earliestpossible moment.

(b) Amendments and Supplements. From the time solicitation regardingsale of the Shares is begun until all of the Shares have been sold (i) theCompany will advise the Agent promptly of any proposal to amend or supplement

the Registration Statement or the Prospectus by means of a post-effectiveamendment, sticker, or supplement (including a prospectus filed pursuant to Rule424(b) of the Regulations under the Securities Act that differs from the

7

Prospectus first filed pursuant to such Rule 424(b) but excepting post-effectiveamendments, supplements, and stickers relating solely to pricing, if any andincorporation of document(s) by reference into the Registration Statement or theProspectus); (ii) the Company will afford the Agent a reasonable opportunity to

comment on any such proposed post-effective amendment, sticker or supplement;and (iii) the Company will advise the Agent of the filing of any suchpost-effective amendment, sticker or supplement.

(c) Copies of Registration Statement and Prospectus. The Company willpromptly deliver to the Agent a fully executed copy of the RegistrationStatement as originally filed including documents incorporated by reference andof all amendments thereto, heretofore or hereafter made, including anypost-effective amendment thereto (in each case including all exhibits filedtherewith not previously furnished), including signed copies of each consent and


24/49

certificate included therein or filed as an exhibit thereto, and will deliver tothe Agent as many conformed copies of the foregoing (excluding the exhibits) asthe Agent may reasonably request. The Company will deliver to the Agent fromtime to time during the period when the Prospectus is required to be deliveredunder the Securities Act, such number of copies of the Prospectus (including anyamendments or supplements thereto), as the Agent may reasonably request for thepurposes contemplated by the Securities Act and the Regulations thereunder.

(d) Compliance with the Securities Act. During the period when theProspectus is required to be delivered under the Securities Act, the Companywill comply so far as it is able, and at its own expense, with all requirementsimposed upon it by the Securities Act and by the Regulations thereunder, so faras necessary to permit the continuance of sales of or dealing in the Sharesduring such period in accordance with the provisions hereof and the Prospectus.

(e) Changes of Material Fact. If the Company determines that any eventrelating to or affecting the Company shall occur as a result of which it isnecessary to amend or supplement the Prospectus (as it may be amended orsupplemented at such time) in order to make the Prospectus (as it may be amendedor supplemented at such time) not misleading in the light of the circumstancesexisting at the time it is delivered to a purchaser, the Company will forthwith(i) notify the Agent to suspend solicitations of offers to purchase, and offersfor the sale of, the Shares (and, if so notified by the Company, the Agent shallforthwith suspend such solicitations and offers and cease using the Prospectus

as supplemented or amended) and (ii) prepare and furnish to the Agent, without

8

expense to the Agent, a reasonable number of copies of an amendment oramendments or a supplement or supplements to the Prospectus (as it may beamended or supplemented at such time) that will amend or supplement theProspectus (as it may be amended or supplemented at such time) so that asamended or supplemented it will not include an untrue statement of a materialfact or omit to state a material fact necessary in order to make the statementstherein, in the light of the circumstances existing at the time the Prospectus

(as so amended or supplemented) is delivered to a purchaser, not misleading. Forthe purpose of this Section 6(e) the Company will furnish such information asthe Agent may from time to time reasonably request.

(f) Earnings Statement. Not later than 45 days after the end of the12-month period beginning at the end of the fiscal quarter of the Company inwhich the Commencement Date occurs, the Company will make generally available toits security holders an earnings statement (which need not be audited) coveringsuch 12-month period which will satisfy the provisions of Section 11(a) of theAct.

(g) Blue Sky Qualification. During the period when the Prospectus isrequired to be delivered under the Act, the Company will use its best efforts to

qualify the Shares for offer and sale under the blue sky laws of suchjurisdictions as the Agent may reasonably designate, and will file and make ineach year such statements or reports as are or may be reasonably required by thelaws of such jurisdictions; provided, however, that the Company shall not berequired to qualify as a foreign corporation or dealer in securities or to fileany consents to service of process under the laws of any jurisdiction.

(h) Payment of Expenses. Whether or not the transactions contemplatedhereunder are consummated or this Agreement or any applicable Terms Agreement isterminated, the Company will pay all expenses incident to the performance of its


25/49

obligations under this Agreement or such Terms Agreement, including (i) thepreparation, printing and filing of this Agreement, such Terms Agreement, theRegistration Statement as originally filed and any amendments or supplementsthereto, the preliminary prospectuses filed as a part thereof, the Prospectusand any amendments and supplements thereto and any documents incorporated byreference therein and, in each case, the exhibits thereto, in each case inquantities as required by the Agent under this Agreement, (ii) the issue anddelivery of the Shares as provided in Section 4 hereof, (iii) the fees andexpenses of the accountants, (iv) the expenses in connection with thequalification of the Shares under securities laws in accordance with theprovisions of Section 6(g) hereof, including filing fees and the fees anddisbursements of Counsel for the Agent in connection therewith and in connection

9

with the preparation of any Blue Sky Survey, (v) the reasonable fees andexpenses of Counsel for the Agent, (vi) the commissions and amounts payable inaccordance with Section 3(c) hereof and (vii) any advertising and otherout-of-pocket expenses of the Agent incurred with the approval of the Company.If this Agreement is terminated in accordance with the provisions of Section 7or 12 hereof, the Company shall pay for reasonable fees and disbursements ofCounsel for the Agent. The Company shall not in any event be liable to the Agent

for damages on account of the loss of anticipated profits.

7. Conditions of Agent's Obligations. The obligation of the Agent tosolicit offers to purchase the Shares as agent of the Company, the obligation ofany purchaser of Shares sold through the Agent as agent and the obligation ofthe Agent to purchase Shares pursuant to any Terms Agreement shall be subject at10:00 A.M., New York City time, on__________1999, or at such later time and dateas the Agent and the Company may agree upon (the "Commencement Date"), and atall times thereafter, to the accuracy in all material respects of therepresentations and warranties on the part of the Company herein contained andto the accuracy of the statements of the Company's officers made in anycertificate furnished pursuant to the provisions hereof, to the performance andobservance by the Company of all covenants and agreements herein contained and

to the following additional conditions precedent:(a) Filing of Prospectus with Commission; No Stop Order; Regulatory

Approvals. The Prospectus and any amendments or supplements thereto, shall havebeen filed with, or transmitted for filing to, the Commission in accordance withRule 424(b) of the Regulations under the Securities Act; no stop order withrespect to the effectiveness of the Registration Statement shall have beenissued under the Securities Act by the Commission and no proceedings thereforshall have been instituted or, to the knowledge of the Company or the Agentshall be contemplated by the Commission.

(b) Opinion of Counsel of the Company. On the Commencement Date and, ifspecified in any Terms Agreement, on the Settlement Date therefor, the Agent

shall have received the favorable opinion dated as of the Commencement Date orsuch Settlement Date, as the case may be, of legal counsel for the Company, inform and substance satisfactory to Counsel for the Agent, to the effect that:

(i) The Company, Baltimore Gas and Electric Company, ("BGE")and Constellation Enterprises, Inc. ("CEI") have been duly incorporatedand are validly existing as corporations in good standing under the law


26/49

10

of the State of Maryland, with power and authority (corporate andother) to own their respective properties and conduct their respectivebusinesses as described in the Prospectus; the Company owns all of theoutstanding shares of common stock of BGE and CEI; and the Company isduly qualified to do business as a foreign corporation in good standingin all jurisdictions in which the conduct of its business or theownership of its properties requires such qualification and the failureto do so would have a material and adverse impact on its financialcondition;

(ii) the Shares have been duly authorized and will, uponissuance and delivery thereof in compliance with this Agreement andagainst payment therefor pursuant to this Agreement, be duly authorizedand issued, fully paid and non-assessable shares and the issuance ofthe Shares is not subject to preemptive rights;

(iii) the Shares conform as to legal matters with thestatements concerning them in the Registration Statement and the

Prospectus under the caption "DESCRIPTION OF COMMON STOCK";

(iv) this Agreement or such Terms Agreement, as the case maybe, has been duly authorized, executed and delivered by the Company;

(v) such counsel knows of no approval of any regulatoryauthority which is legally required for the valid offering, issuance,sale and delivery of the Shares by the Company under this Agreement(except that such opinion need not pass upon the requirements of statesecurities acts);

(vi) the Registration Statement has become effective under theSecurities Act, and, to the best of such counsel's knowledge, no stoporder suspending the effectiveness of the Registration Statement hasbeen issued and no proceedings for that purpose have been instituted orare pending or contemplated under the Securities Act. The RegistrationStatement (as of its effective date) and the Prospectus (as of the dateof this Agreement), and any amendments or supplements thereto, as oftheir respective effective or issue dates, appeared to comply as toform in all material respects with the requirements of Form S-3 underthe Securities Act and the Regulations of the Commission thereunder.Such counsel has no reason to believe that either the RegistrationStatement or the Prospectus, or any such amendment or supplement, as of

such respective dates, contained any untrue statement of a materialfact or omitted to state any material fact required to be stated

11

therein or necessary to make the statements therein not misleading. Thedescriptions in the Registration Statement and Prospectus of statutes,legal and governmental proceedings and contracts and other documents


27/49

are accurate and fairly present the information required to be shown.Such counsel does not know of any legal or governmental proceedingsrequired to be described in the Prospectus which are not described asrequired, nor of any contracts or documents of a character required tobe described in the Registration Statement or Prospectus or to be filedas exhibits to the Registration Statement which are not described orfiled as required. It is understood that such counsel need express noopinion as to the financial statements or other financial andstatistical information contained in the Registration Statement or theProspectus; and

(vii) the issuance, sale and delivery of the Shares as

contemplated by this Agreement are not subject to the approval of theCommission under the provisions of the Public Utility Holding CompanyAct of 1935, as amended (the "1935 Act").

In rendering the above opinions, counsel for the Company may rely, as to mattersof fact, to the extent deemed proper, on certificates of responsible officers ofthe Company, public officials, and Ballard, Spahr, Andrews & Ingersoll, aPennsylvania counsel for the Company. References to the Prospectus in thisSection 7(b) include any amendments or supplements thereto at the date such

opinion is rendered.

(c) Opinion of Counsel for the Agent. On the Commencement Date and, ifspecified in any Terms Agreement, the Settlement Date therefor, the Agent shallhave received the favorable opinion dated as of the Commencement Date or suchSettlement Date, as the case may be, of Counsel for the Agent with respect tothe matters set forth in subheadings (ii), (iii), (iv), (v) and, the secondsentence of (vi) of paragraph (b) of this Section 7, and with respect to suchother matters as the Agent may reasonably require. In rendering such opinion,Cahill Gordon & Reindel may rely, as to the incorporation of the Company, allother matters governed by the laws of the State of Maryland and the

applicability of the 1935 Act upon the opinion of counsel for the Companyreferred to above, and, as to matters governed by the laws of the Commonwealthof Pennsylvania, upon an opinion of Ballard, Spahr, Andrews & Ingersoll.

In addition, such counsel shall state that it has participated inconferences with officers and other representatives of the Company, counsel for

12

the Company, representatives of the independent public accountants of theCompany and representatives of the Agent at which conferences the contents of

the Registration Statement and the Prospectus and related matters werediscussed; and, although such counsel is not passing upon and does not assumeany responsibility for the accuracy, completeness or fairness of the statementscontained in the Registration Statement and Prospectus (except as to the mattersreferred to in their opinion rendered pursuant to clause (iii) of paragraph (b)of this Section 7), on the basis of the foregoing (relying as to materiality toa large extent upon the opinions of officers, counsel and other representativesof the Company), no facts have come to the attention of such counsel which leadsuch counsel to believe that either the Registration Statement, as of itseffective date, or the Prospectus, as of the date of this Agreement, and any


28/49

amendments or supplements thereto, as of their respective effective or issuedates, contained an untrue statement of a material fact or omitted to state amaterial fact required to be stated therein or necessary to make such statementstherein not misleading (it being understood that such counsel need make nocomment with respect to the financial statements or other financial andstatistical data included or incorporated by reference in the RegistrationStatement or Prospectus).

(d) Comfort Letter. On the Commencement Date and, if specified in anyTerms Agreement, the Settlement Date therefor, a letter dated as of theCommencement Date or such Settlement Date, as the case may be, fromPricewaterhouseCoopers, confirming that they are independent public accountantswithin the meaning of the Securities Act and the Regulations thereunder withrespect to the Company and stating in effect that:

(i) In their opinion, the consolidated financial statementsand supporting schedules audited by them which are included in BGE'sForm 10-K, which is incorporated by reference in the RegistrationStatement comply in form in all material respects with the applicableaccounting requirements of the Securities Act and the Regulations

thereunder and the Exchange Act and the Regulations thereunder;

(ii) On the basis of procedures specified in such letter (butnot an audit in accordance with generally accepted auditing standards),including reading the minutes of meetings of the shareholders, theBoard of Directors and the Executive Committee of the Company since theend of the year covered by the Form 10-K as set forth in the minutebooks through a specified date not more than five days prior to theCommencement Date, performing the procedures specified in Statement onAuditing Standards No. 71, Interim Financial Information, on the

13

unaudited interim consolidated financial statements of the Companyincorporated by reference in the Registration Statement, if any, andreading the latest available unaudited interim consolidated financialstatements of the Company, and making inquiries of certain officials ofthe Company who have responsibility for financial and accountingmatters as to whether the latest available financial statements notincorporated by reference in the Registration Statement are prepared ona basis substantially consistent with that of the audited consolidatedfinancial statements incorporated in the Registration Statement,

nothing has come to their attention that has caused them to believethat (1) any unaudited consolidated financial statements incorporatedby reference in the Registration Statement do not comply in form in allmaterial respects with the applicable requirements of the SecuritiesAct and the Regulations thereunder and the Exchange Act and theExchange Act Regulations thereunder or any material modificationsshould be made to those unaudited consolidated financial statements forthem to be in conformity with generally accepted accounting principles;(2) at the date of the latest available balance sheet not incorporatedby reference in the Registration Statement there was any change in the


29/49

capital stock, change in long-term debt or decrease in consolidated netassets or common shareholders' equity as compared with the amountsshown in the latest balance sheet incorporated by reference in theRegistration Statement, or for the period from the closing date of thelatest income statement incorporated by reference in the RegistrationStatement to the closing date of the latest available income statementread by them there were any decreases, as compared with thecorresponding period of the previous year, in operating revenues,operating income, net income, the ratio of earnings to fixed charges(measured on the most recent twelve month period), or in earnings pershare of common stock except in all instances of changes or decreasesthat the Registration Statement discloses have occurred or may occur,or which are described in such letter; or (3) at a specified date notmore than five days prior to the Commencement Date, there was anychange in the capital stock or long-term debt of the Company ascompared with amounts shown in the latest balance sheet incorporated byreference in the Registration Statement, except in all cases forinstances of changes or decreases that the Registration Statementdiscloses have occurred or may occur, or which are described in suchletter;

(iii) Certain specified procedures have been applied to

certain financial or other statistical information (to the extent such

14

information was obtained from the general accounting records of theCompany) set forth or incorporated by reference in the RegistrationStatement and that such procedures have not revealed any disagreementbetween the financial and statistical information so set forth orincorporated and the underlying general accounting records of theCompany, except as described in such letter; and

(iv) shall cover such other matters as the Agent shall

reasonably request.

(e) Certificate as to No Material Adverse Change, Etc. On theCommencement Date and on each Settlement Date in respect of a Terms Agreement,there shall not have been, since the respective dates as of which information isgiven in the Registration Statement and the Prospectus, except as may otherwisebe stated therein or contemplated thereby, any material adverse change in thefinancial position or in the financial results of operations of the Company, andthe Agent shall have received a certificate of the Company signed by theChairman of the Board, the Chief Executive Officer, the Vice Chairman, thePresident, or any Vice President of the Company reasonably satisfactory to theAgent, dated as of the Commencement Date or, if specified in such TermsAgreement, the Settlement Date therefor, as the case may be, to the effect that

to the best of their knowledge after reasonable investigation, and relying onopinions of counsel to the extent that legal matters are involved, (i) there hasbeen no such material adverse change, (ii) the representations and warrantiescontained in this Agreement are true and correct in all material respects as ofthe Commencement Date or such Settlement Date, as the case may be, (iii) theCompany has complied with all agreements and satisfied all conditions on itspart to be performed or satisfied under this Agreement or such Terms Agreement,as the case may be, on or prior to the Commencement Date or such SettlementDate, as the case may be, and (iv) no stop order suspending the effectiveness ofthe Registration Statement has been issued and no proceedings for that purpose


30/49

have been initiated or threatened by the Commission.

(f) Other Documents. On the Commencement Date, and on each SettlementDate in respect of a Terms Agreement, Counsel for the Agent shall have beenfurnished with such documents and opinions as they may reasonably require forthe purpose of enabling them to pass upon the issuance and sale of the Shares as

15

herein contemplated and related proceedings, or in order to evidence theaccuracy or completeness of any of the representations or warranties, or thefulfillment of any of the conditions, herein contained, and all proceedingstaken by the Company in connection with the sale of the Shares as hereincontemplated shall be satisfactory in form and substance to the Agent andCounsel for the Agent.

(g) The Exchanges shall have approved for listing upon official notice

of issuance, the Shares.

In case any of the conditions specified above in this Section 7 shallnot have been fulfilled, this Agreement or any applicable Terms Agreement may be

terminated by the Agent upon mailing or delivering written notice thereof to theCompany. Any such termination shall be without liability of either party to theother party except as otherwise provided in Section 6(h) hereof and except forany liability under Section 10 hereof.

8. Suspension of Offers and Solicitations. At any time and from time totime after the Commencement Date (except any such time that the Agent owns anyShares purchased as principal that are held for resale to others in accordancewith the terms of this Agreement), the Company may in its sole discretion orallyinstruct the Agent to suspend solicitations of offers to purchase, and offersfor the sale of, the Shares as provided herein and in the Procedures. If at anysuch time, or at any time that the Company has otherwise notified the Agent tosuspend such solicitations and offers under this Agreement, there shall be any

sales of Shares by the Company not yet settled outstanding, the Company willpromptly advise the Agent whether such sales may be settled and whether theProspectus as then in effect may be delivered in connection with the settlementof such sales. If the Company determines that such sales may not be settled orthat such Prospectus may not be so delivered, the Agent will use its bestefforts to arrange for the cancellation of such sales, but the Company shallhave the sole responsibility for, and shall hold the Agent harmless from, anylosses, claims, damages or liabilities (and expenses in connection therewith)that may result from the inability to make settlement of such sales.

9. Additional Representations and Warranties and Agreements of theCompany. The Company represents and warrants and agrees that:

(a) Affirmation of Representations and Warranties. Each authorizationby the Company to the Agent to solicit offers to purchase the Shares as providedin the Procedures shall be deemed to be an affirmation that the representationsand warranties of the Company contained in this Agreement are true and correctat the time of such authorization, and an undertaking that such representationsand warranties will be true and correct at the time of delivery of and paymentfor Shares sold pursuant to such authorization as provided in Section 4 hereof,

16


31/49

in each case as though made at and as of each such time (except that suchrepresentations and warranties shall be deemed to relate to the RegistrationStatement and the Prospectus as amended or supplemented to each such time).

(b) From the time solicitation regarding the sale of the Shares is begununtil all of the Shares have been sold, each time the Company (i) amends orsupplements the Registration Statement or the Prospectus (other than inreference solely to prices of Shares) by means of a post-effective amendment,sticker, or supplement but not by means of incorporation of document(s) byreference into the Registration Statement or the Prospectus; (ii) files anannual report on Form 10-K under the Exchange Act; (iii) files its quarterlyreports on Form 10-Q under the Exchange Act; and (iv) files a report on Form 8-Kunder the Exchange Act (the date of filing each of the aforementioned documentsis referred to as a "Representation Date"); the Company shall furnish the Agent(but in the case of (iv) above only if requested by the Agent) with acertificate of the Chairman of the Board, the Chief Executive Officer, the ViceChairman, President or any Vice President and a principal financial oraccounting officer of the Company, in form satisfactory to the Agent, to theeffect that on the Representation Date, to the best of their knowledge afterreasonable investigation and relying upon opinions of counsel to the extentlegal matters are involved, (i) the representations and warranties of theCompany in this Agreement are true and correct in all material respects; (ii)

the Company has complied with all agreements and satisfied all conditions on itspart to be performed or satisfied hereunder at or prior to the RepresentationDate; (iii) no stop order suspending the effectiveness of the RegistrationStatement or of any part thereof has been issued and no proceedings for thatpurpose have been instituted or are contemplated by the Commission; and (iv)subsequent to the date of the most recent financial statements set forth orincorporated by reference in the Prospectus, there has been no material adversechange in the financial position or in the financial results of operations ofthe Company, except as set forth in or contemplated by the Prospectus or asdescribed in such certificate.

(c) From the time solicitation regarding the sale of the Shares is begununtil all of the Shares have been sold, at each Representation Date referred to

in Section 9(b) (i) or (ii) and, only if requested by the Agent, at eachRepresentation Date referred to in Section 9(b) (iii) or (iv), the Company shallconcurrently furnish the Agent with a written opinion or opinions of counsel forthe Company, dated the Representation Date or the date of such filing, in formsatisfactory to the Agent, to the effect set forth in Section 7(b) hereof, butmodified, as necessary, to relate to the Registration Statement and the

17

Prospectus as then amended or supplemented; provided, however, that in lieu ofsuch opinion, counsel may furnish the Agent with a letter to the effect that the

Agent may rely on a prior opinion delivered under Section 7(b) or this Section9(c) to the same extent as if it were dated the date of such letter (except thatstatements in such prior opinion shall be deemed to relate to the RegistrationStatement and the Prospectus as amended or supplemented at such RepresentationDate).

(d) From the time solicitation regarding the sale of the Shares is begununtil all of the Shares have been sold, at each Representation Date referred toin Section 9(b) (i) or (ii) and, only if requested by the Agent, at eachRepresentation Date referred to in Section 9(b) (iii) or (iv), but in each case


32/49

only if such documents referred to in Section 9(b) include additional financialinformation, the Company shall cause PricewaterhouseCoopers concurrently tofurnish the Agent with a letter, addressed jointly to the Company and the Agentand dated the Representation Date or the date of such filing, in form andsubstance satisfactory to the Agent, to the effect set forth in Section 7(d)hereof but modified to relate to the Registration Statement and the Prospectusas amended or supplemented at such Representation Date, with such changes as maybe necessary to reflect changes in the financial statements and otherinformation derived from the accounting records of the Company; provided,however, that if the Registration Statement or the Prospectus is amended orsupplemented solely to include financial information as of and for a fiscalquarter, PricewaterhouseCoopers may limit the scope of such letter to theunaudited financial statements included in such amendment or supplement unlessthere is contained therein any other accounting, financial or statisticalinformation that, in the reasonable judgment of the Agent, should be covered bysuch letter, in which event such letter shall also cover such other informationand procedures as shall be requested by the Agent.

10. Indemnification. (a) Indemnification of the Agent. The Companywill indemnify and hold harmless the Agent and each person, if any, whocontrols the Agent within the meaning of Section 15 of the Securities Actas follows:

(i) against any and all loss, liability, claim, damage and

expense whatsoever, as incurred, arising out of any untrue statement oralleged untrue statement of a material fact contained in theRegistration Statement or documents incorporated by reference therein(or any amendment thereto), of the omission or alleged omissiontherefrom of a material fact required to be stated therein or necessaryto make the statements therein not misleading or arising out of anyuntrue statement or alleged untrue statement of a material fact

18

contained in any related preliminary prospectus, the Prospectus (or any

amendment or supplement thereto) or the documents incorporated byreference therein, or the omission or alleged omission therefrom of amaterial fact necessary in order to make the statement therein, in thelight of the circumstances under which they were made, not misleading,unless such untrue statement or omission or such alleged untruestatement or omission was made in reliance upon and in conformity withwritten information furnished to the Company by the Agent expressly foruse in the Registration Statement (or any amendment thereto) or suchpreliminary prospectus or the Prospectus (or any amendment orsupplement thereto); provided, however, that any such indemnity withrespect to a Prospectus shall not inure to the benefit of the Agent (orof any person controlling the Agent) on account of any losses,liabilities, claims or damages arising from the sale of Shares to any

person if any amendments or supplements to such Prospectus shall havebeen furnished to the Agent on a timely basis to permit the Agent tosend or give to such person, with or prior to the written confirmationof such sale, a copy of such amended or supplemented Prospectus, exceptthe documents incorporated by reference therein, and the untruestatement or omission of a material fact contained in such Prospectusand giving rise to such losses, liabilities, claims or damages wascorrected in such amended or supplemented Prospectus (including thedocuments incorporated by reference therein);


33/49

(ii) against any and all loss, liability, claim, damage andexpense whatsoever, as incurred, to the extent of the aggregate amountpaid in settlement of any litigation, commenced or threatened or of anyclaim whatsoever based upon any such untrue statement or omission, orany such alleged untrue statement or omission, if such settlement iseffected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred, ininvestigating, preparing or defending against any litigation, commencedor threatened, or any claim whatsoever based upon any such untruestatement or omission, or any such alleged untrue statement oromission, to the extent that any such expense is not paid under clause(i) or (ii) above.

(b) Indemnification of Company. The Agent agrees to indemnify and holdharmless the Company, its directors, each of its officers who signed theRegistration Statement, and each person, if any, who controls the Company withinthe meaning of Section 15 of the Act against any and all loss, liability, claim,

19

damage and expense described in the indemnity contained in Section 10(a) hereof,

as incurred, but only with respect to untrue statements or omissions, or allegeduntrue statements or omissions, made in the Registration Statement (or anyamendment thereto) or any preliminary prospectus or the Prospectus (or anyamendment or suppleme

Constellation Energy Group 25 Mar 1999

Documents

Transcript of Constellation Energy Group 25 Mar 1999