January 6, 1997
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE
Re: Baltimore
Gas and Electric Company (the "Company")
Incoming letter dated
January 3, 1997
Based on the facts presented, and noting in particular
that the registration statement will present the same information in an equally
prominent manner, the Division would not object to (1) the described
modification of the legend required by Item 501(b)(5) of Regulation S-K; and (2)
the described manner of satisfying the requirements of Items 502(a) and (c) of
Regulation S-K.
The Division concurs in your view that the
identification of the Company's web site in the registration statement
and the statement "our SEC filings are also available to the public from our
web
site" will not, by itself, include or incorporate by reference any information
into the registration statement which is included or hot linked to the Company's
regular web
site but is not otherwise incorporated by reference into the registration
statement. This position is limited to the question raised in your letter
regarding incorporation [*2] by
reference of information on the web site and does not address any other
federal securities law issues that may arise through publication of information
on the web
site.
Because these positions are based on the representations made to
the Division in your letter, it should be noted that any different facts or
conditions might require a different conclusion.
Sincerely,
Martin P. Dunn
Chief Counsel
INQUIRY
BGE
Baltimore
Gas and Electric Company
P.O. Box 1475
Baltimore, Maryland
21203-1475
410 234-5598
January 3, 1997
VIA
FACSIMILE
(202) 942-9525
Mr. Martin P. Dunn
Chief Counsel
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: BGE Medium Term Note
Series E Prospectus
Dear Mr. Dunn:
As part of
the "plain English" pilot program, we have been working with Ann Wallace and her
staff in drafting the above-referenced prospectus so it can be read more easily
by the investing public. We expect to file the registration statement, of which
the plain English prospectus will be a part, today. However, while the
prospectus presents the same information in an equally prominent manner and
contains all relevant information, it does not conform to Items [*3] 501 and 502 of Regulation S-K, and we
request relief from:
a) Item 501(b)(5) of S-K in order to modify the language of the required legend on the front cover of the prospectus. Additionally, we request relief from the requirement that the legend be in "capital letters, printed in bold-face roman type at least as high as ten-point modern type and at least two-point leaded." In requesting relief from this Item, we note that the cover page will still present the same information in an equally prominent manner due to the uncluttered page design;
b) Item 502(a) and (c) in order to combine these sections into one entitled "Where You Can Find More Information." In addition, we wrote the section in "plain English" and did not restate the language in Items 502(a) and (c) verbatim, as we have in the past; and
(c) Section 502(a)(2) which requires disclosure of the SEC's web site. However, it does not mandate disclosure of BGE's web site. Please confirm that including the language "Our SEC filings are also available to the public from our web site" will not inadvertently include or incorporate any other information other than our 1934 Act information which is included or hot linked to [*4] our regular web site. We understand that your response will not address the application of the federal securities laws to the information published on our regular web site but is limited to our request that by directing readers to our web site, we are not incorporating by reference the web site information into our registration statement. Please note that we have already independently incorporated all 1934 Act filings into this registration statement.
To aid in your consideration of our request for relief, I
have enclosed a copy of our plain English prospectus. I would appreciate a
response at your earliest convenience.
Thank you for your assistance. I
can be reached at (410) 234-5598 if you have any questions.
Very
truly yours,
Donna Levy