As filed with the Securities and Exchange Commission on May 9, 2012

Registration No. 333-179844

Registration No. 333-179844-01

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1 to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CONSTELLATION ENERGY GROUP, INC.

(Exelon Corporation as successor by merger to Constellation Energy Group, Inc.)

(Exact name of registrant as specified in its charter)

 

 

 

MARYLAND		52-1964611
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

BALTIMORE GAS AND ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

 

MARYLAND		52-0280210
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Exelon Corporation 10 South Dearborn Street P.O. Box 805379 Chicago, Illinois 60680-5379 (312) 394-7398		Baltimore Gas and Electric Company 2 Center Plaza, 110 West Fayette Street, Baltimore, Maryland 21201 (410) 234-5000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

 

 

Bruce G. Wilson

Senior Vice President, Deputy General Counsel and Secretary

Exelon Corporation

10 South Dearborn Street

P.O. Box 805379

Chicago, Illinois 60680-5379

(312) 394-7398

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service for Exelon Corporation as successor by merger to Constellation Energy Group, Inc.)

 

 

Carim V. Khouzami

Chief Financial Officer, Vice President and Treasurer

Baltimore Gas and Electric Company

2 Center Plaza, 110 West Fayette Street

Baltimore, Maryland 21201

(410) 234-5000

(Names and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service for Baltimore Gas and Electric Company)

 

 

Copies to:

Christian O. Nagler

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022-4675

(212) 446-4800

 

 

Approximate date of commencement of proposed sale to the public: Not applicable.

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.  ¨

If this Form is filed to registered 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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

Exelon Corporation, a Pennsylvania corporation (“Parent”), as successor by merger to Constellation Energy Group, Inc., a Maryland corporation (“Constellation”), and Baltimore Gas and Electric Company, a Maryland corporation and wholly owned subsidiary of Constellation (together with Constellation, the “Registrants”), are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-179844 and 333-179844-01) (the “Prior Registration Statement”).

Pursuant to an Agreement and Plan of Merger, dated as of April 28, 2011, by and among Constellation, Parent and Bolt Acquisition Corporation, an indirect, wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into Constellation, with Constellation surviving the merger as an indirect, wholly owned subsidiary of Parent (the “Initial Merger”). Following completion of the Initial Merger, Parent and Constellation completed a series of internal corporate organizational restructuring transactions. On March 12, 2012, shortly following completion of the Initial Merger, Parent and Constellation entered into and consummated an Agreement and Plan of Merger, pursuant to which Constellation merged with and into Parent, with Parent continuing as the surviving corporation in the merger. As a result of the merger transaction described above, the Registrants have terminated the offering of the Registrants’ securities pursuant to the Prior Registration Statement. In accordance with undertakings made by the Registrants in the Prior Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Registrants hereby remove from registration all of such securities of the Registrants registered but unsold under the Prior Registration Statement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Exelon Corporation as successor by merger to Constellation Energy Group, Inc. 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 Post-Effective Amendment No. 1 to the Prior Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 9^th day of May, 2012.

 

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

 

Signature				Title		Date
Principal executive officer:
By		/s/     Christopher M. Crane		Chief Executive Officer and		May 9, 2012
		Christopher M. Crane		Director
Principal financial officer:
By		/s/    J. W. Thayer		Executive Vice President and		May 9, 2012
		J. W. Thayer		Chief Financial Officer
Principal accounting officer:
By		/s/    Duane M. DesParte		Vice President and		May 9, 2012
		Duane M. DesParte		Corporate Controller
By		/s/    Mayo A. Shattuck III		Executive Chairman		May 9, 2012
		Mayo A. Shattuck III		of the Board of Directors
By		/s/     Ann C. Berzin		Director		May 9, 2012
		Ann C. Berzin
By		/s/     John A. Canning, Jr.		Director		May 9, 2012
		John A. Canning, Jr.
By		/s/     M. Walter D’Alessio		Director		May 9, 2012
		M. Walter D’Alessio
By		/s/     Yves C. de Balmann		Director		May 9, 2012
		Yves C. de Balmann
By		/s/    Nicholas DeBenedictis		Director		May 9, 2012
		Nicholas DeBenedictis
By		/s/     Nelson A. Diaz		Director		May 9, 2012
		Nelson A. Diaz
By		/s/     Sue Ling Gin		Director		May 9, 2012
		Sue Ling Gin
By		/s/    Rosemarie B. Greco		Director		May 9, 2012
		Rosemarie B. Greco
By		/s/     Paul L. Joskow		Director		May 9, 2012
		Paul L. Joskow
By		/s/     Robert Lawless		Director		May 9, 2012
		Robert Lawless
By		/s/     Richard W. Mies		Director		May 9, 2012
		Richard W. Mies
By		/s/     William C. Richardson, Ph.D.		Director		May 9, 2012
		William C. Richardson, Ph.D.
By		/s/     Thomas J. Ridge		Director		May 9, 2012
		Thomas J. Ridge
By		/s/     John W. Rogers, Jr.		Director		May 9, 2012
		John W. Rogers, Jr.
By		/s/     Stephen D. Steinour		Director		May 9, 2012
		Stephen D. Steinour
By		/s/     Donald Thompson		Director		May 9, 2012
		Donald Thompson

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to the Prior Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the 9^th day of May, 2012.

 

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

 

Signature				Title		Date
Principal executive officer:
By		/s/    Kenneth W. DeFontes Jr.		President, Chief Executive Officer		May 9, 2012
		Kenneth W. DeFontes Jr.		and Director
Principal financial officer:
By		/s/ Carim V. Khouzami		Chief Financial Officer, Vice President and Treasurer		May 9, 2012
		Carim V. Khouzami
Principal accounting officer
By		/s/    Anne Hahn		Vice President and Controller		May 9, 2012
		Anne Hahn
Directors:
By		/s/    Christopher M. Crane		Chairman of the Board of Directors		May 9, 2012
		Christopher M. Crane
By		*		Director		May 9, 2012
		Michael D. Sullivan
By		*		Director		May 9, 2012
		Joseph L. Haskins
By		*		Director		May 9, 2012
		Carla D. Hayden

 

*By		/s/    Sean J. Klein
		Sean J. Klein, as Attorney-in-Fact

 

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