ML20206K171

Informs That on 990430 Util Filed Encl Articles of Share Exchange with Maryland Dept of Assessments & Taxation to Form Holding Company,Constellation Energy Group,Inc (Ceg). CEG Is Parent Company of Bg&E

ML20206K171
Person / Time
Site:	Calvert Cliffs
Issue date:	05/07/1999
From:	Cruse C BALTIMORE GAS & ELECTRIC CO.
To:	NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM)
References
NUDOCS 9905130087
Download: ML20206K171 (10)

Text

9 CHARLES 11. CRUSE Baltimore Gas and Electric Company Vice President Calvert Cliffs Nuclear Power Plant Nuclear Energy 1650 Calvert Cliffs Parkway Lusby, Maryland 20657 410 495-4455 May 7,1999 U. S. Nuclear Regulatory Commission Washington, DC 20555 ATTENTION: Document Control Desk

SUBJECT:

Calvert Cliffs Nuclear Power Plant Unit Nos.1 & 2; Docket Nos. 50-317 & 50 318 Independent Spent Fuel Storage Installation Docket No. 72-8 Formation of Constellation Energy Grouo. Inc.

Your Order, dated March 8,1999, approved the proposed indirect transfer of the subject licenses to a new holding company for and created by Baltimore Gas and Electric Company (BGE). The Order contained the following request:

BGE shallprovide the Director, Office ofNuclear Reactor Regulation, and the Director, Office of Nuclear Material Safety and Safeguards, a copy of any application, at the time it is filed, to transfer (excluding grants ofsecurity interests or liens)from BGE to its proposedparent, or to any other afiliated company, facilities forproduction, transmission, or distribution ofelectric energy having a depreciated book value exceeding 10 percent (10%) of BGE's consolidated net utility plant as recorded on its books ofaccount.

On April 30,1999, we filed the attached Articles of Share Exchange with the Maryland Department of Assessments and Taxation to form the holding company, Constellation Energy Group, Inc. (CEG). The subsidiaries of CEG include a group of energy-related businesses focused on power marketing and merchant generation in North America. Constellation Energy Group, Inc. is the parent company of Baltimore Gas and Electric Company.

Should you have questions regarding this matter, we will be pleased to discuss them with you.

Very truly yours, f

9905130087 990507 Rel-

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PDR ADOCK 05000317 P PDR for 'n O)

C. H. Cruse Vice President - Nuclear Energy CHC/JMO/ dim Attachment (1): Articles of Share Exchange Filed to Form Constellation Energy Group Inc.

Document Control Desk l *l May 7,1999 l Page 2 i

t l cc: R. S. Fleishman, Esquire C. J. Paperiello, NRC J. E. Silberg, Esquire II. J. Miller, NRC l S. S. Bajwa, NRC Resident Inspector, NRC

! A. W. Dromerick, NRC R. I. McLean, DNR

, S. J. Collins, NRC J. H. Walter, PSC l

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. ATTACHMENT (1) l ARTICLES OF SHARE EXCHANGE FILED TO FORM CONSTELLATION ENERGY GROUP INC Baltimore Gas and Electric Company Calvert Cliffs Nuclear Power Plant May 7,1999

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. par value of seven million dollars ($7,000,000) are issued and outstanding 7.85% Cumulative Preference Stock,1991 Series, four hundred thousand (400,000) shares of the aggregate par value of forty million dollars ($40,000,000) are issu3d and outstanding 7.125% Cumulative Preference Stock,1993 Series, five hundred thousand (500,000) shares of the aggregate par value of fifty million dollars ($50,000,000) are issued and outstanding 6.97% Cumulative Preference Stock,1993 Series, four hundred thousand (400,000) shares of the aggregate par value of forty million dollars ($40,000,000) are issued and outstanding 6.70%

Cumulative Preference Stock,1993 Series, six hundred thousand (600,000) shares of the aggregate par value of sixty million dollars ($60,000,000) are issued and outstanding 6.99% Cumulative Preference Stock,1995 Series, four million, five hundred thirty thousand (4,530,000) shares of the aggregate par value of four hundred fifty-three million dollars ($453,000,000) are authorized, but unissued and unclassified preference stock; and

3. The balance, one hundred seventy-five million (175,000,000) shares without par value, is Common Stock, of which one hundred fifty-five million, five hundred sixteen thousand, six hundred sixty-five (155,516,665) shares have either been issued and are now outstanding or have been reserved for issuance and nineteen million four hundred eighty-three thousand, three hundred thirty-five (19,483,335) shares are authorized but unissued and unreserved.

The aggregate par value of all the authorized shares of all classes of stock having par value, viz., the preference stock and the preferred stock, is seven hundred fifty million dollars ($750,000,000).

FOURTH: The total number of shares of stock of all classes which CEG has authority to issue is two hundred seventy-five million (275,000,000) shares classified as follows:

1. Twenty five million (25,000,000) shares, of the par value of one cent

($.01) per share are preferred stock all of which are authorized but unissued and unclassified preferred stock;

2. The balance, two hundred fifty million (250,000,000) shares without par value is common stock of which one hundred fifty-one million, eleven m.,s....m.......

a I thousand, six hundred and sixty-three (151,011,663) shares have either been issued and are now outstanding or have been reserved for issuance and forty-eight million, nine hundred eighty-eight thousand, three hundred thirty-seven (48,988,337) shares are authorized but unissued and i

unreserved ("CEG Common Stock").

FIFTH: CEG will acquire all of the issued and outstanding BGE ' Common Stock through the exchange of each share of the issued and outstanding BGE Common Stock for one (1) share of CEG's Common Stock. Upon effectiveness of the share exchange as provided by these Articles of Share Exchange, each outstanding certificate representing shares of BGE Common Stock shall be deemed to represent an i

equal number of shares of CEG's Common Stock. Each share of CEG's Common l Stock outstanding prior to consummation of the share exchange shall be canceled.

Consummation of the share exchange will have no effect on BGE's authorized or JJtstanding preferred or preference stock.

SIXTH: The Board of Direc, tors of BGE at a regular meeting of Directors held on October 16, 1998, authorized, adopted and approved a resolution declaring said share exchange as herein set forth is advisable and directing that these Articles of Share Exchange be submitted for action thereon by the stockholders of BGE at the next annual meeting of the stockholders, all in the manner and by the vote required by the Corporations and Associations Article of the Annotated Code of Maryland and the Charter of BGE.

At an annual meeting of BGE stockholders held Api;l 16,1999, the stockholders approved these Articles of Share Exchange, allin the manner and by the

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. . i vote required by the Corporations and Associations Article of the Annotated Code of Maryland and the Charter of BGE.

SEVENTH: The Board of Directors of CEG, by unanimous written informal action signed by all the directors thereof filed with the minutes of the proceedings of the Board of Directors, duly authorized and adopted a resolution approving these Articles of Share Exchange, all in the manner and by the vote required by the Corporations and Associations Article of the Annotated Code of Maryland and the Charter of CEG-EIGHTH: These Articles of Share Exchange are executed, acknowledged, sealed and delivered in the State of Maryland by BGE, a Maryland corporation, and CEG, a Maryland corporation, and it is accordingly understood and agreed that these Articles of Share Exchange shall be construed in accordance with the law applicable to contracts made and entirely to be performed within the State of Maryland.

1 NINTH: That the resolutions of the Board of Directors of both BGE and CEG authorize these Articles of Share Exchange to be executed on their behalf by i David A. Brune, Vice President of both BGE and CEG and attested by Thomas E.

Ruszin, Jr., Assistant Secretary of BGE and Treasurer of CEG.

TENTH: That these Articles of Share Exchange shall be effective at 4.05 p.m. on April 30,1999.

IN WITNESS WHEREOF, BGE and CEG, parties to these Articles of Share Exchange, have caused these Articles of Share Exchange to be signed and acknowledged in the name and on behalf of each corporation party to these Articles of Share Exchange by its Vice President and attested by its Treasurer all as of this 30*

day of April 1999.

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ATTEST: BALTIMORE GAS AND ELECTRIC COM.PANY 9 -

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Thomas E. Ru i , Jr. David A. Brune Assistant Se et ry Vice President ATTEST: CONSTELLATION ENERGY GROUP, INC.

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By: d h Thomas E. Ru i , Jr. '

David A. Brune  !

Treasurer Vice President j I

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THE UNDERSIGNED, David A. Brune, of Baltimore Gas and Electric Company,  !

who executed on behalf of BGE the foregoing Articles of Share Exchange of which this certificate is ,made a part, hereby acknowledges, in the name and on behalf of BGE, the foregoing Articles of Share Exchange to be the corporate act of BGE and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

David A. Brune k l THE UNDERSIGNED, David A. Brune, of Constellation Energy Group, who I executed on behalf of CEG the foregoing Articles of Share Exchange of which this certificate is made a part, hereby acknowledges, in the name and on behalf of CEG, the foregoing Articles of Share Exchange to be the corporate act of CEG and further

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certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

David A. Brune l

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. DOCUMENT CODE [ BUSINESS CODE

1. P.A. Religious Close Stock Nonstock l

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2 Certified Copies: Change of Name Copy Fee: [9 Change of Principal Office Certificates: Change of Resident Agent Ce'rtificate Fee: Change of Resident Agent Address Other: Resignation of Resident Agent Designation of Resident Agent .

TOTAL. FEES: /09 and Resident Agent's Address  !

Change of Business Code Credit Card Adoption of Assumed Name Check Cash Other Change (s)

Documents on Checks l Ar) PROVED BY: CODE dlI ATTENTION: ~

NOTE:

MAIL TO ADDRESS: l

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