Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT 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.)
E. Follin Smith, Senior Vice President
250 W. Pratt Street, Baltimore, Maryland 21201
(410) 783-3601
(Address, including Zip Code, and Telephone Number, including Area Code
of Registrant's Principal Executive Offices and Agent for Service)
Approximate date of commencement of proposed sale to the public: After the
effective date of this Registration Statement as determined by market
conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of
each class Amount Proposed Proposed Amount of
of securities to be maximum offering maximum aggregate registration
to be registered registered price per unit offering price fee**
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Unsecured Debt $2,300,000,000 100%* $2,300,000,000 $211,600.00
Securities
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* Inserted solely for the purpose of calculating the registration fee.
** $200,000,000 principal amount of Medium-Term Notes, Series B are being
carried forward from Registration No. 333-36380 for which a registration fee was
previously paid.
Pursuant to rule 429 under the Securities Act of 1933, this Registration
Statement also serves as a post-effective amendment of the Registrant's
Registration Statement on Form S-3 (Registration No. 333-36380)
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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$2,500,000,000 Constellation Energy Group, Inc.
UNSECURED Debt SECURITIES 250 W. Pratt Street
Baltimore, Maryland 21201
(410) 234-5000
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P R O S P E C T U S
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This prospectus is part of a registration statement that we filed with the SEC
utilizing a "shelf" registration process. Under this shelf process, we may, from
time to time, sell the debt securities described in this prospectus in one or
more offerings up to a total dollar amount of $2,500,000,000.
This prospectus provides you with a general description of the debt securities
we may offer. Each time we sell debt securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The supplement may also add, update or change information contained in
this prospectus.
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We urge you to carefully read this prospectus and the prospectus supplement
which will describe the specific terms of the offering together with additional
information described under the heading WHERE YOU CAN FIND MORE INFORMATION
before you make your investment decision
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
(Once the registration statement is effective, the date of the prospectus
will be inserted here.)
Table of Contents
Page
FORWARD LOOKING STATEMENTS......................... 3
SUMMARY............................................ 4
USE OF PROCEEDS.................................... 4
RATIO OF EARNINGS TO FIXED CHARGES................. 6
DESCRIPTION OF THE DEBT SECURITIES................. 7
PLAN OF DISTRIBUTION............................... 11
LEGAL MATTERS...................................... 12
EXPERTS............................................ 12
WHERE YOU CAN FIND MORE INFORMATION................ 12
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FORWARD-LOOKING STATEMENTS
We make statements in this prospectus that are considered forward looking
statements within the meaning of 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, but are not limited to:
- the timing and extent of changes in commodity prices for energy including
coal, natural gas, oil, and electricity;
- the timing and extent of deregulation of, and competition in, the energy
markets in North America, and the rules and regulations adopted on a
transitional basis in those markets;
- the conditions of the capital markets generally, which are affected by
interest rates and general economic conditions, as well as Constellation
Energy's ability to maintain its current debt rating;
- the effectiveness of Constellation Energy's risk management policies and
procedures and the ability of our counterparties to satisfy their financial
commitments;
- the liquidity and competitiveness of wholesale trading markets for energy
commodities;
- Operational factors affecting the start-up or ongoing commercial
operations of our generating facilities and Baltimore Gas and Electric's
transmission and distribution facilities, including catastrophic weather
related damages, unscheduled outages or repairs, unanticipated changes in
fuel costs or availability, unavailability of gas transportation or
electric transmission services, workforce issues, terrorism and other
events beyond our control;
- the inability of Baltimore Gas Electric to recover all its costs
associated with providing electric retail customers service during the
electric rate freeze period;
- the effect of weather and general economic and business conditions on
energy supply, demand and prices;
- regulatory or legislative developments that affect demand for energy, or
increase costs, including costs related to nuclear power plants, safety or
environmental compliance;
- cost and other effect of legal and administrative proceedings that may
not be covered by insurance, including environmental liabilities or the
outcome of pending appeals regarding the Maryland Public Service
Commission's orders on electric deregulation and the transfer of Baltimore
Gas and Electric's generation assets to affiliates; and
- operation of our generation assets in a deregulated market without the
benefit of a fuel rate adjustment clause;
Given these uncertainties, you should not place undue reliance on these forward
looking statements. Please see our periodic reports filed with the Securities
and Exchange Commission for more information on these factors. These forward
looking statements represent our estimates and assumptions only as of the date
of this prospectus.
3
SUMMARY
Constellation Energy Group, Inc., or Constellation Energy, is a diversified
North American energy company. Constellation Energy conducts its business
through various subsidiaries that primarily include a merchant energy business
and Baltimore Gas and Electric Company , or BGE. Our merchant energy business is
focused mostly on power marketing and merchant generation in North America. BGE
is an electric and gas public utility distribution company with a service
territory that covers the City of Baltimore and all or part of ten counties in
Central Maryland. Effective July 1, 2000, electric generation was deregulated in
Maryland. Also, on July 1, 2000, BGE transferred all of its generation assets
and related liabilities at book value to our merchant energy business.
As a result of these changes, our merchant energy business includes:
- wholesale power marketing, structured transactions, and risk management
activities,
- domestic power projects,
- fossil and hydroelectric generating assets,
- nuclear generating assets, and
- nuclear consulting services.
Also, effective July 1, 2000, the financial results of the electric
generation portion of our business are included in the merchant energy business.
Prior to that date, the financial results of electric generation were included
in BGE's regulated electric business.
USE OF PROCEEDS
Based on our current plans and estimates the net proceeds from the sale of the
debt securities will be used for general corporate purposes relating to our
nonregulated businesses, including repayment of commercial paper borrowings used
to finance capital expenditures and operations and to refinance our existing
short-term obligations which totaled $955 million at December 31, 2001. We may,
however, use the net proceeds for other purposes if we find it necessary, in
which case, we will include information with respect to the proceeds in the
applicable prospectus supplement. If we do not use the net proceeds immediately,
we temporarily invest them in short-term, interest-bearing obligations.
For current information on our commercial paper balances and average interest
rate, see our most recent Form 10-K and 10-Q. See Where You Can Find More
Information.
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RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for each of the periods indicated is as
follows:
Nine Months Ended Twelve Months Ended
September 30 December 31,
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2001 2000 1999 1998 1997 1996
3.45 2.78 2.87 2.60 2.35 2.44
For current information on the Ratio of Earnings to Fixed Charges, please see
our most recent Form 10-K and 10-Q. See Where You Can Find More Information.
5
DESCRIPTION OF THE DEBT SECURITIES
General
We will issue the debt securities under an indenture between us and the trustee,
The Bank of New York, dated as of March 24, 1999. This prospectus briefly
outlines some of the indenture provisions. The indenture is a contract between
us and The Bank of New York acting as trustee. The trustee has two main roles.
First, the trustee can enforce your rights against us if an "Event of Default"
described below occurs. Second, the trustee performs certain administrative
duties.
The indenture is summarized below. Because it is a summary, it does not contain
all of the information that may be important to you. We have filed the indenture
and its supplements with the SEC, and we suggest that you read those parts of
the indenture that are important to you. You especially need to read the
indenture to get a complete understanding of your rights and our obligations
under the provisions described in Event of Default; Consolidation, Merger or
Sale; and Modification of Indenture. See Where You Can Find More Information to
find out how to locate the indenture and the supplements. You may also review
the indenture at the trustee's offices at 5 Penn Plaza, New York, New York.
The specific terms of each debt security offering will be described in the
prospectus supplement relating to that offering. The prospectus supplement will
modify the general terms found in this prospectus to the extent different from
those terms and will be filed with the SEC. For a complete description of the
terms of a particular offering of debt securities, you should read both this
prospectus and the prospectus supplement relating to that particular offering.
The indenture does not limit the amount of debt securities that may be issued.
Each series of debt securities may differ as to their terms. For current
information on our debt outstanding see our most recent Form 10-K and 10-Q. See
Where You Can Find More Information.
The debt securities are unsecured and will rank equally with all our unsecured
indebtedness. The debt securities will be denominated in U.S. dollars and we
will pay principal and interest in U.S. dollars. The applicable prospectus
supplement will describe whether the debt securities will be subject to any
conversion amortization, or sinking or similar fund. It is anticipated that the
debt securities will be "book-entry," represented by a permanent global debt
security registered in the name of The Depository Trust Company, or its nominee.
However, we reserve the right to issue debt securities in certificated form
registered in the name of the debt security holders.
In the discussion that follows, whenever we talk about paying principal on the
debt securities, we mean at maturity, redemption or repurchase. Also, in
discussing the time for notices and how the different interest rates are
calculated, all times are New York City time, unless otherwise noted.
The following terms may or may not apply to each series of debt securities as
specified in the applicable prospectus supplement and the note. The applicable
prospectus supplement will describe the terms for the debt securities including:
maturity date, interest rate or rates (or the method to calculate such rate)
remarketing provisions, our right to redeem debt securities, the holders' right
to tender debt securities, and any other provisions.
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Redemptions
We may have the right to redeem or otherwise repurchase debt securities at our
option. Debt securities may be redeemable in whole or in part in increments of
$1,000 upon no more than 60, and not less than 30 days prior notice. If we do
not redeem all the debt securities of a series at one time, the Trustee will
select the debt securities to be redeemed in a manner it determines to be fair.
Repurchases
The debt security holder may have the right to cause us to repurchase the debt
securities. We will repurchase the debt securities in whole or in part in
increments of $1,000. The method for repurchases differs for book-entry and
certificate debt securities, and is discussed later in this section, Description
of the Debt Securities.
Remarketed Debt Securities
We may issue debt securities with remarketing features that allow holders the
option to sell their debt securities back to us. In turn, we may have the option
to retire these debt securities or remarket and sell them to new holders.
Book-Entry Debt Securities - Registration, Transfer, and Payment of Interest and
Principal
Book-entry debt securities of a series will be issued in the form of a global
security that will be deposited with The Depository Trust Company, New York, New
York ("DTC"). This means that we will not issue certificates to each holder. One
global security will be issued to DTC who will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the debt
securities. The participant will then keep a record of its clients who purchased
the debt securities. Unless it is exchanged in whole or in part for a
certificated debt security, a global security may not be transferred, except
that DTC, its nominees, and their successors may transfer a global security as a
whole to one another.
Beneficial interests in global securities will be shown on, and transfers of
global securities will be made only through, records maintained by DTC and its
participants.
DTC has provided us the following information: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Direct Participants") deposit with DTC. DTC
also records the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through
computerized records for Direct Participant's accounts. This eliminates the need
to exchange certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations.
DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a Direct
Participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
When applicable, we will wire principal and interest payments to DTC's nominee.
We and the trustee will treat DTC's nominee as the owner of the global
securities for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.
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It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Direct Participants whose accounts are credited
with debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.
Debt securities represented by a global security will be exchangeable for
certificated securities with the same terms in authorized denominations only if:
- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by us within 90 days; or
- We determine not to require all of the debt securities of a series to be
represented by a global debt security and notify the trustee of our decision.
Book-Entry Debt Securities - Method of Repurchase
If the debt securities are subject to a repurchase option, unless otherwise
provided in the applicable prospectus supplement, participants, on behalf of the
owners of beneficial interests in the global debt securities, may exercise the
repurchase option by delivering written notice to our paying agent at least 30,
but no more than 60, days prior to the date of repurchase. The paying agent, The
Bank of New York, must receive notice by 5:00 p.m. on the last day for giving
notice. Procedures for the owners of beneficial interests in global debt
securities to notify their participants of their desire to have their debt
security repurchased will be governed by the customary practices of the
participant. The written notice to the paying agent must state the principal
amount to be repurchased. It is irrevocable, and a duly authorized officer of
the participant (with signatures guaranteed) must sign it.
Certificated Debt Securities - Registration, Transfer, and Payment of Interest
and Principal
If we issue certificated securities, they will be registered in the name of the
debt security holder. These debt securities may be transferred or exchanged,
pursuant to administrative procedures in the indenture, without the payment of
any service charge (other than any tax or other governmental charge) by
contacting the paying agent.
Holders of over $5 million in principal amount of certificated debt securities
can request that payment of principal and interest be wired to them by
contacting the paying agent at the address set forth above at least one business
day prior to the payment date. Otherwise, payments will be made by check.
Certificated Securities - Method of Repurchase
Debt security holders desiring to exercise their repurchase option must notify
the paying agent at least 30 but not more than 45 days prior to the repayment
date by providing the bank:
- the certificated debt security, with the section entitled "Option to
Elect Repayment" on the reverse of the debt security completed; or
- a fax or letter (first class, postage prepaid) from a member of a
national securities exchange, the National Association of Securities Dealers, or
a bank or trust company in the United States which states the following:
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- the name of the holder;
- the principal amount of the debt security and the amount to be
repurchased;
- the certificate number or the maturity and a description of the terms of
the security;
- a statement that you wish to sell all or a portion of your note; and
- A guaranty that the debt security with the section entitled "Option to
Elect Repayment" on the reverse of the debt security completed, will be received
by the paying agent within 5 business days.
The debt security and form must be received by the paying agent by such 5th
business day. Your notice of repurchase is irrevocable.
If you sell a portion of a debt security, the old debt security will be canceled
and a new debt securityfor the remaining principal amount will be issued to you.
Interest Rate
The interest rate on the debt securities will either be fixed or floating as
indicated in the prospectus supplement. The interest paid will include interest
accrued to, but excluding, the date of maturity, redemption or repurchase.
Interest is generally payable to the person in whose name the debt security is
registered at the close of business on the record date before each interest
payment date. Interest payable at maturity, redemption, or repurchase, however,
will be payable to the person to whom principal is payable.
The interest payment on any debt security originally issued between a record
date and interest payment date or on an interest payment date will be made on
the interest payment date after the next record date. Interest payments, other
than those payable at maturity, redemption or repurchase will be paid, at our
option, by check or wire transfer.
Event of Default
"Event of Default" with respect to a series of securities means any of the
following:
- failure to pay the principal of (or premium, if any, on) any debt
security of a series when due and payable;
- failure to pay for 30 days any interest on any debt security of that
series;
- failure to perform any other requirements in the debt securities of that
series, or in the indenture in regard to such debt securities, for 60 days after
notice; or
- certain events of insolvency.
An Event of Default for a particular series of debt securities does not
necessarily mean that an Event of Default has occurred for any other series of
debt securities issued under the indenture. If an Event of Default shall have
occurred and be continuing the Trustee or the holders of at least 33% of the
principal amount of the debt securities of the series affected by an Event of
Default may require us to repay the entire principal of the debt securities of
such series immediately. Subject to certain conditions, this requirement may be
rescinded by the holders of at least a majority in aggregate principal amount of
the debt securities of the series.
The Trustee must within 90 days after a default occurs, notify the holders of
the debt securities of the series of the default if we have not remedied it
(default is defined to include the events specified above without the grace
periods or notice). The Trustee may withhold notice to the holders of such debt
securities of any default (except in the payment of principal or interest) if it
in good faith considers such withholding in the interest of the holders. We are
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required to file an annual certificate with the Trustee, signed by an officer,
about any default by us under any provisions of the indenture.
Subject to the provisions of the indenture relating to its duties in case of
default, the Trustee shall be under no obligation to exercise any of its rights
or powers under the indenture at the request, order or direction of any holders
unless such holders offer the Trustee reasonable indemnity. Subject to the
provisions for indemnification and certain other limitations, the holders of a
majority in principal amount of the debt securities of any series may direct the
time, method and place of conducting any proceedings for any remedy available
to, or exercising any trust or power conferred on, the Trustee with respect to
such debt securities.
Modification of Indenture
Under the indenture, our rights and obligations and the rights of the holders of
any debt securities may be changed. Any change requires the consent of the
holders of not less than 66 2/3% in aggregate principal amount of the
outstanding debt securities of all series to be affected, voting as one class.
However, no changes to the terms of payment of principal or interest, or
reducing the percentage required for changes, is effective against any holder
without its consent.
Consolidation, Merger or Sale
We may not merge or consolidate with any corporation or sell substantially all
of our assets as an entirety unless:
- we are the continuing corporation or the successor corporation expressly
assumes the payment of principal, and premium, if any, and interest on the debt
securities and the performance and observance of all the covenants and
conditions of the indenture binding on us; and
- we, or the successor corporation, are not immediately after the merger,
consolidation, or sale in default in the performance of a covenant or condition
in the indenture.
PLAN OF DISTRIBUTION
We may sell the debt securities (a) through agents; (b) by underwriters or
dealers; or (c) directly to one or more purchasers.
By Agents
Debt securities may be sold on a continuing basis by agents designated by us.
The agents agree to use their reasonable efforts to solicit purchases for the
period of their appointment under the terms of an agency agreement between the
agents and us.
By Underwriters
If underwriters are used in the sale, the underwriters may be designated
byus or selected through a bidding process. The debt securities will be acquired
by the underwriters for their own account. The underwriters may resell the debt
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The obligations of the underwriters to purchase the debt securities will be
subject to certain conditions. The underwriters will be obligated to purchase
all the debt securities of the series offered if any of the debt securities are
purchased. Any initial public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.
Only underwriters named in the applicable prospectus supplement are deemed to
be underwriters in connection with the debt securities offered hereby.
Direct Sales
We may also sell debt securities directly. In this case, no underwriters or
agents would be involved.
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General Information
We may authorize agents, underwriters or dealers to solicit offers by
certain institutions to purchase debt securities from us at the public offering
price pursuant to delayed delivery contracts providing for payment and delivery
on a later date or dates, all as described in the applicable prospectus
supplement. Each delayed delivery contract will be for an amount not less than,
and the aggregate amount of the debt securities shall be not less nor more than,
the respective amounts stated in the prospectus supplement. Institutions with
whom the delayed delivery contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions, and other institutions, but
will in all cases be subject to our approval. The delayed delivery contracts
will not be subject to any conditions except:
- the purchase by an institution of the debt securities covered by its
delayed delivery contract shall not, at any time of delivery, be prohibited
under the laws of any jurisdiction in the United States to which such
jurisdiction is subject; and
- if the debt securities are being sold to underwriters, we shall have sold
to those underwriters the total amount of the debt securities less the amount
thereof covered by the delayed delivery contracts. The underwriters will not
have any responsibility in respect of the validity or performance of the delayed
delivery contracts.
We have not determined whether the debt securities will be listed on a
securities exchange. Underwriters will not be obligated to make a market in any
of the securities. We cannot predict the activity of trading in, or liquidity
of, our debt securities.
In connection with sales by an agent or an under written offering, the SEC
rules permit the underwriters or agents to engage in transactions that stabilize
the price of the debt securities. These transactions may include purchases for
the purpose of fixing or maintaining the price of the debt securities.
We may from time to time, without the consent of the existing debt security
holders, create and issue further notes having the same terms and conditions as
the debt securities being offered hereby in all respects, except for issue date,
issue price and if applicable, the first payment of interest therein. Additional
debt securities issued in this manner will be consolidated with, and will form a
single series with the previously outstanding notes.
Underwriters, dealers, and agents that participate in the distribution of
the debt securities may be underwriters as defined in the Securities Act of 1933
(the "Act"), and any discounts or commissions received by them from us and any
profit on the resale of the debt securities by them may be treated as
underwriting discounts and commissions under the Act.
We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL MATTERS
One of our lawyers will issue an opinion regarding certain legal matters in
connection with the debt securities offered pursuant to this prospectus. Cahill
Gordon & Reindel, New York, NY will issue an opinion for any underwriters,
dealers or agents. Cahill Gordon & Reindel represents us and BGE from time to
time. 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.
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EXPERTS
The financial statements and financial statement schedule incorporated in
this Prospectus by reference to the Annual Report on Form 10-K of Constellation
Energy Group, Inc. for the year ended December 31, 2000 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting
WHERE YOU CAN FIND
MORE INFORMATION
Constellation Energy files annual, quarterly and special 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, and other information, regarding companies
(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.
The addresses for both the SEC's and Constellation Energy's website are
inactive textual references only and the contents of those sites (other than the
documents incorporated by reference as set forth below) are not a part of this
prospectus.
This prospectus is part of a registration statement 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
Exchange Act of 1934 from now until the time the registration becomes effective
and thereafter until we sell all the debt securities.
o Annual Report on Form 10-K for the year ended December 31, 2000.
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 2001,
June 30, 2001 and September 30, 2001.
o Current Reports on Form 8-K filed on March 5, 2001, as amended March 16,
2001 and October 26, 2001.
Any person, including any beneficial owner, may request a copy of these
filings, at no cost, by writing or telephoning us at the following address:
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 supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these debt securities in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of those documents.
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$2,500,000,000
Unsecured Debt Securities
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PROSPECTUS
(Once the registration statement is effective, the date of the Prospectus will
be inserted here)
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Exhibit 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee............... $211,600
Services of Independent Accountants....................... 70,000*
Trustee Fees and Expenses.......................................... 15,000*
Legal Fees and Expenses.......................................... 100,000*
Debt Securities Rating Fees...................................... 600,000*
Printing and Delivery Expenses.................................... 50,000*
Miscellaneous Expenses............................................ 153,400*
Total $1,200,000*
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* Estimated
Item 15. Indemnification of Directors and Officers.
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 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. The corporation may not indemnify a director or advance
expenses for a proceeding brought
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by the director against the corporation except if the proceeding is brought to
enforce indemnification by the corporation or if the corporation's charter or
bylaws, a board resolution or contract provides otherwise. Notwithstanding the
above provisions, a court of appropriate jurisdiction, upon application of the
Director or officer, may order indemnification if it determines that in view of
all the relevant circumstances, the Director or officer is fairly and reasonably
entitled to indemnification; however, indemnification with respect to any
Proceeding by or in the right of the corporation or in which liability was
adjudged on the basis that personal benefit was improperly received shall be
limited to expenses. A corporation may advance reasonable expenses to a Director
under certain circumstances, including a written undertaking by or on behalf of
such Director to repay the amount if it shall ultimately be determined that the
standard of conduct necessary for indemnification by the corporation has not
been met.
A corporation may indemnify and advance expenses to an officer of the
corporation to the same extent that it may indemnify Directors under the
statute.
The indemnification and advancement of expenses provided by statute is not
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,
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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
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 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
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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
Securities Act of 1933. The premium for this insurance is paid by the Company.
Also, see indemnification provisions in the Form of Purchase Agreement,
included in Exhibit 1(a) to this Registration Statement.
Item 16. Exhibits.
Reference is made to the Exhibit Index filed as a part of this Registration
Statement.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the 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
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apply if the Registration Statement is on Form S-3, Form S-8, or
Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland on the 24th day of January, 2002.
CONSTELLATION ENERGY GROUP, INC.
(Registrant)
By: /s/ E. Follin Smith
E. Follin Smith,
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Principal executive
officer and director:
*M. A. Shattuck III Chief Executive January 24, 2002
Officer, President
and Director
Principal financial and
accounting officer:
/s/ E. Follin Smith Senior Vice President January 24, 2002
E. Follin Smith and Chief Financial
Officer
*James T. Brady
*Douglas L. Becker
*Beverly B. Byron
*Edward A. Crooke
*James R. Curtiss
*Roger W. Gale Directors January 24, 2002
*Freeman A. Hrabowski, III
*Edward J. Kelly III
*Nancy Lampton
*Charles R. Larson
*Christian H. Poindexter
*Michael D. Sullivan
* By: /s/ E. Follin Smith_________
E. Follin Smith, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number
1(a) - Form of Purchase Agreement, including
Standard Purchase Provisions.
1(b) - Form of Interest Calculation Agency Agreement.
4(a)* - Indenture dated as of March 24, 1999 between the
Company and The Bank of New York.(Designated as
Exhibit 4(a) to Form S-3 Registration Statement File
No. 333-75217 filed March 29, 1999).
4(b) - Form of Unsecured Debt Security (Fixed Rate).
5 - Opinion of Company Counsel.
12(a)* - Computation of Ratio of Earnings to Fixed Charges for the
twelve months ended December 31, 2000, 1999, 1998, 1997
and 1996 (Designated as Exhibit 12(a) in Form 10-Q for the
quarter ended September 30, 2001, filed November 14, 2001,
File No. 1-12869).
12(b) - Computation of Ratio of Earnings to Fixed Charges for the
nine months ended September 30, 2001.
23(a) - Consent of Company Counsel (included in Exhibit 5).
23(b) - Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24 - Power of Attorney.
25 - Statement of Eligibility under the Trust Indenture Act
of 1939 (Form T-1) of The Bank of New York, Trustee.
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* Incorporated by reference.
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