UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 3, 2016

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 AND ELECTRIC COMPANY

(a Maryland corporation)

 

2 Center Plaza

110 West Fayette Street

Baltimore, Maryland 21201

(410) 234-5000

   52-0280210

 

 

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))

 

 

 


Section 8 — Other Events

Item 8.01. Other Events

On June 3, 2016, Baltimore Gas and Electric Company issued a notice of redemption for all of the outstanding shares of its 7.125% Cumulative Preference Stock, 1993 Series (CUSIP No: 059165779) and 6.99% Cumulative Preference Stock, 1995 Series (CUSIP No: 059165761) on July 3, 2016 (the Redemption Date), at a redemption price of $100.00 per share, plus the amount equal to all accrued and unpaid dividends on each share of each of the foregoing series of preference stock from July 1, 2016 up to, but not including, the Redemption Date.

* * * * *

Cautionary Statements Regarding Forward-Looking Information

This 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 the forward-looking statements made by Baltimore Gas and Electric Company (Registrant) include those factors discussed herein, as well as the items discussed in (1) Exelon Corporation’s (Exelon’s) 2015 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 23; (2) Pepco Holdings, Inc.’s 2015 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 16; (3) Exelon’s First Quarter 2016 Quarterly Report on Form 10-Q in (a) Part II, Other Information, ITEM 1A. Risk Factors; (b) Part 1, Financial Information, ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and (c) Part I, Financial Information, ITEM 1. Financial Statements: Note 18 and (4) other factors discussed in filings with the SEC by the Registrant. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this report. The Registrant does not undertake any obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances after the date of this report.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

BALTIMORE GAS AND ELECTRIC COMPANY

 /s/ David M. Vahos

David M. Vahos
Senior Vice President, Chief Financial Officer and Treasurer
Baltimore Gas and Electric Company

June 3, 2016