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EX-99.1 - EXHIBIT 99.1 - BALTIMORE GAS & ELECTRIC COexhibit991bgepressrelease.htm


 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 
 
 
 
 
 
 
 
 
FORM 8-K 
 
 
 
 
 
 
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
August 1, 2017
Date of Report (Date of earliest event reported)


 
 
 
 
 
 
 
 
 
 
Commission
File Number
 
Exact Name of Registrant as Specified in Its Charter; State of Incorporation;
Address of Principal Executive Offices; and
Telephone Number
 
IRS Employer 
Identification 
Number
 
1-1910
 
BALTIMORE GAS & ELECTRIC COMPANY
 
 
52-0280210

 
 
 
(a Maryland corporation)
2 Center Plaza
110 West Fayette Street
Baltimore, Maryland 21201
(401) 234-5000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Section 7- Regulation FD

 
Item 7.01.    Regulation FD Disclosure.

On August 1, 2017, Exelon Corporation issued a press release announcing that Baltimore Gas & Electric Company (BGE) had issued a notice of redemption for all of the outstanding shares of BGE Capital Trust II 6.20% Trust Preferred Securities, effective August 28, 2017. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
*****
This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. The factors that could cause actual results to differ materially from these forward-looking statements include those factors discussed herein, as well as the items discussed in (1) BGE’s 2016 Annual Report on Form 10-K in (a) ITEM 1A. Risk Factors, (b) ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) ITEM 8. Financial Statements and Supplementary Data: Note 24, Commitments and Contingencies; and (2) other factors discussed in filings with the SEC by BGE. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. BGE undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.

Section 9 - Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of Exelon Corporation, dated August 1, 2017






SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
BALTIMORE GAS & ELECTRIC COMPANY
 
 
 
/s/ David M. Vahos
 
David M. Vahos
 
Senior Vice President, Chief Financial Officer and Treasurer
 
Baltimore Gas & Electric Company

August 1, 2017









EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 
Press Release of Exelon Corporation, dated August 1, 2017