SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)(1)
Corporate Office Properties Trust
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest (par value $0.01 per share)
Series A Convertible Preferred Shares of Beneficial Interst (par value $0.01
per share)
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(Title of Class of Securities)
22002T108
--------------------------------------------------------------------------------
(CUSIP Number)
David A. Brune, Vice President, General Counsel and Secretary
Constellation Energy Group, Inc., 250 W. Pratt Street, 23rd Floor
Baltimore, Maryland 21201-2423 (410)783-3600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 5, 2002
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.22002T108 13D Page 2 of 13 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Constellation Energy Group, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-1964611
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Common Shares of Beneficial Interest of the Issuer Represents Common Shares
held by Constellation Real Estate, Inc.
CUSIP No.22002T108 13D Page 3 of 13 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Constellation Energy Group, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-1964611
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
_______________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Series A Convertible Preferred Shares of Beneficial Interest of the Issuer
Represents Series A Convertible Preferred Shares held by Constellation
Real Estate, Inc.
CUSIP No.22002T108 13D Page 4 of 13 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Constellation Enterprises, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-2080643
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Common Shares of Beneficial Interest of the Issuer Represents Common Shares
held by Constellation Real Estate, Inc.
CUSIP No.22002T108 13D Page 5 of 13 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Constellation Enterprises, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-2080643
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Series A Convertible Preferred Shares of Beneficial Interest of the Issuer
Represents Series A Convertible Preferred Shares held by Constellation
Real Estate, Inc.
CUSIP No.22002T108 13D Page 6 of 13 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Constellation Real Estate, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-1237835
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Common Shares of Beneficial Interest of the Issuer.
CUSIP No.22002T108 13D Page 7 of 13 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS Constellation Real Estate, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-1237835
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0*
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0*
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0*
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0*
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
* Series A Convertible Preferred Shares of Beneficial Interest of the Issuer.
CUSIP No.22002T108 13D Page 8 of 13 Pages
This Amendment No. 4 to the statement on Schedule 13D is being filed
pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder. This Amendment No. 4 amends
only Items 1, 4 and 5 of the statement. This Amendment No. 4 restates the
entire text of the Schedule 13D, as amended, previously filed with the
Securities and Exchange Commission, other than the text of the exhibits
previously filed pursuant to Item 7 of the statement.
________________________________________________________________________________
Item 1. Security and Issuer.
Amendment No. 3 to the statement on Schedule 13D relates to the
conversion of Series A Convertible Preferred Shares of Beneficial Interest,
par value $0.01 per share (the "Preferred Shares"), of Corporate Office
Properties Trust, a Maryland real estate investment trust (the "Issuer") into
the Common Shares of Beneficial Interest, par value $0.01 per share
(the "Common Shares") of the Issuer, effected on September 29, 2000.
The Issuer has its principal executive offices at 8815 Centre Park Drive,
Suite 400, Columbia, Maryland 21045.
On September 29, 2000, Constellation Energy (through its subsidiaries
identified in Item 2 below) converted 984,307 shares of the Preferred Shares
into 1,845,378 shares of the Common Shares. One Share of the Preferred Shares
was not converted and therefore, retained by Constellation Energy (through its
subsidiaries identified in Item 2 below). As of the date hereof, Constellation
Energy (through its subsidiaries identified in Item 2 below) is the beneficial
owner of 8,876,171 shares of the Common Shares, and 1 Preferred Share,
representing respectively approximately 43.50% of the Common Shares and 100%
of the Preferred Shares of the Issuer, based on information provided by the
Issuer.
________________________________________________________________________________
Item 2. Identity and Background.
This statement on Schedule 13D is being filed on behalf of
Constellation Energy Group, Inc. ("Constellation Energy"), Constellation
Enterprises, Inc.("CEI")and Constellation Real Estate, Inc.("CRE")
(collectively, the "Reporting Persons"). Constellation Energy is a Maryland
corporation and has its principal business and executive offices at 250 West
Pratt Street, Baltimore, Maryland 21201-2423. Pursuant to a share exchange
effective April 30, 1999, Constellation Energy became the successor to
Baltimore Gas and Electric Company ("BGE"). Constellation Energy is a holding
company whose subsidiaries include a group of energy businesses focused mostly
on power marketing and merchant generation in North America and the Baltimore
Gas and Electric Company. The Common Shares and the Preferred Shares are owned
of record by CRE, which is a wholly owned subsidiary of Constellation Real
Estate Group, Inc. ("CREG"), which is a wholly owned subsidiary of
Constellation Holdings, Inc. ("CHI"), which is a wholly owned subsidiary of
CEI, which is a wholly owned subsidiary of Constellation Energy. Each of CRE,
CREG, CHI and CEI is a Maryland corporation and has its principal executive
and business offices at 250 West Pratt Street, Baltimore, Maryland 21201-2423.
None of the Reporting Persons have, during the last five years,
(i) been convicted in a criminal proceeding (excluding minor traffic
violations or similar misdemeanors)or(ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which it was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to
such laws.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
CRE (formerly Constellation Properties, Inc.) acquired the securities
of the Issuer pursuant to (i) the Contribution Agreement (the "Contribution
Agreement") dated as of May 14, 1998, by and among the entities listed as
sellers therein and Corporate Office Properties, L.P. and the Issuer, as
amended on July 16, 1998 and September 28, 1998; and (ii) the Service Company
Asset Contribution Agreement (the "Asset Contribution Agreement") dated May 14,
1998, by and among CRE, KMS Oldco, Inc., CREG, Corporate Office Properties,
L.P. and the Issuer. On September 28, 1998, BGE (now Constellation Energy),
through its subsidiaries, contributed real property, interests in entities
that own real property and a mortgage, and other assets to the Issuer in
exchange for cash, assumption of $59.6 million of indebtedness, 6,182,634
Common Shares and 865,566 Preferred Shares of the Issuer. The Preferred
Shares do not entitle the holder thereof to any vote, except (i) as required
by applicable law, (ii)in connection with an amendment to the Issuer's
Declaration of Trust that would amend, alter or repeal any of the rights,
preferences or powers of the Preferred Shares or (iii) the right to designate
up to two members of the Board of Trustees as described below. The Preferred
Shares are convertible, beginning two years after the closing of the
transactions contemplated by the Contribution Agreement and the Asset
Contribution Agreement(the "Transaction"), into Common Shares on the basis of
1.8748 Common Shares for each Preferred Share, subject to adjustment upon
certain events, in accordance with the terms and provisions of the Articles
Supplementary of the Issuer relating to such Preferred Shares filed with the
State Department of Assessments and Taxation of Maryland.
CUSIP No.22002T108 13D Page 9 of 13 Pages
On October 22, 1998, pursuant to the Contribution Agreement and the
Asset Contribution Agreement, BGE, through its subsidiaries, contributed
interests in an entity that owns real property and other assets to the Issuer
in exchange for approximately $9.5 million which was used to pay off
outstanding debt, 517,923 Common Shares and 72,509 Preferred Shares.
On December 30, 1998, pursuant to the Contribution Agreement and the
Asset Contribution Agreement, BGE, through its subsidiaries, contributed
interests in an entity that owns real property and other assets to the Issuer
in exchange for approximately $7.2 million which was used to pay off
outstanding debt, $1.2 million compensation primarily for tenant improvements,
330,236 Common Shares and 46,233 Preferred Shares.
________________________________________________________________________________
Item 4. Purpose of Transaction.
CRE (formerly Constellation Properties, Inc.) acquired the securities
of the Issuer as an investment and in consideration of the assets transferred to
the Issuer as described in Item 3 above. After the September 28, 1998 closing
of the Transaction, the Issuer expanded its Board of Trustees from seven to
nine, and the Issuer elected thereto Edward A. Crooke, then Chairman of
Constellation Enterprises, Inc. and Vice Chairman of BGE, and Steven D. Kesler,
President of Constellation Investments, Inc. and CRE, each of whom were
designateed by CRE in accordance with its rights as the holder of Preferred
Shares. Mr. Crooke is a Class III Trustee whose term expires in 2003, and
Mr. Kesler is a Class II Trustee whose term expires in 2000. If any member of
the Board of Trustees designated by CRE withdraws for any reason, CRE will have
the right to designate such withdrawing Trustee's replacement. Thereafter,
CRE will be entitled to designate two Trustees as long as it owns any Preferred
Shares and at least 30% of the Issuer's outstanding Common Shares, and will be
entitled to designate one Trustee as long as it owns any Preferred Shares and
less than 30% but more than 15% of the outstanding Common Shares. The
foregoing calculations include as outstanding the Common Shares owned by CRE as
well as the Common Shares issuable upon conversion of Preferred Shares owned
by CRE. Moreover, if the Issuer fails at any time or from time to time to pay
when due two consecutive quarterly dividend payments on the Preferred Shares,
then the holders of the Preferred Shares will be entitled to elect two
additional members to the Board of Trustees of the Issuer to serve until all
accrued and unpaid dividends on the Preferred Shares have been paid in full.
The Issuer has granted registration rights with regard to the Common
Shares to CRE in exchange for the consideration described in Item 3 above,
pursuant to the Registration Rights Agreement dated September 28, 1998, by the
Issuer and certain persons named therein. Within six months after the
September 28, 1998 closing of the Transaction, the Issuer is obligated to file
a shelf registration statement with regard to the Common Shares issued in the
Transaction, as well as the Common Shares issuable upon conversion of the
Preferred Shares (the "Registrable Securities"). The Issuer is also required,
at the demand of holders of 10% or more of the Registrable Securities, to
register such holders' Registrable Securities, subject to the right to defer
the filing of the necessary registration statement for a period not to exceed
90 days under certain limited circumstances. In addition, the Issuer has
granted the holders of the Registrable Securities "piggy-back" rights.
After the closing of the Transaction, Jay H. Shidler remains as
Chairman and Clay W. Hamlin, III remains as Chief Executive Officer of the
Issuer. Randall M. Griffin, formerly President of CRE, became President and
Chief Operating Officer of the Issuer. In addition, Roger A. Waesche, Jr.,
formerly Senior Vice President of Finance of Constellation Real Estate, Inc.
became Senior Vice President and Chief Financial Officer of the Issuer and
John H. Gurley, formerly Vice President and General Counsel of Constellation
Real Estate, Inc. became Vice President (currently Senior Vice President) and
General Counsel of the Issuer.
The Reporting Persons do not have as of the date hereof any plans or
proposals that relate to or would result in: (i) the acquisition of additional
securities of the Issuer or the disposition of securities of the Issuer; (ii)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present Board of Trustees or management
of the Issuer, including any plans or proposals to change the number or terms
of trustees or to fill any vacancies of the Board; (v) any material change in
the present capitalization or dividend policy of the Issuer; (vi) any other
material change in the Issuer's business or corporate structure; (vii) any
changes in the Issuer's declaration of trust, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of
the Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (ix) causing a class of securities of the
Issuer to become eligible for termination of registration pursuant to Section
12(g)(4)of the Securities Exchange Act of 1934; or(x)any action similar to any
of those enumerated above. Notwithstanding anything to the contrary contained
herein, the Reporting Persons reserve the right to change their present
intentions with respect to matters described in this paragraph.
CUSIP No.22002T108 13D Page 10 of 13 Pages
On February 27, 2002, CRE entered into an Underwriting Agreement to
sell 8,876,172 shares of Common Shares owned by it in a public offering
pursuant to Registration Statement No.333-59766, and Prospectus Supplement
dated February 28, 2002. The closing on this transaction occurred on March 5,
2002.
______________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
Based upon information provided by the Issuer, as of September 30,
2000, 20,403,369 Common Shares are issued and outstanding and one Preferred
Share is issued and outstanding. The Reporting Persons have sole power to vote
and dispose of 8,876,171 Common Shares, which constitutes 43.50% of the
outstanding Common Shares, and one Preferred Share, which constitutes 100% of
the outstanding Preferred Shares.
As a result of the transaction described in Item 4, as of March 5,
2002, the Reporting Persons own no shares of the Common or Preferred Shares of
the Issuer.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than as listed below, there are presently no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons filing this Amendment No. 3 to the Schedule 13D, or between such
persons and any other person, with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or loss, or the giving or withholding of proxies.
The Issuer has granted registration rights with regard to the Common
Shares to CRE in exchange for the consideration described in Item 3 above,
pursuant to the Registration Rights Agreement dated September 28, 1998, by the
Issuer and certain persons named therein. Within six months after the closing
of the Transaction, the Issuer is obligated to file a shelf registration
statement with regard to the Registrable Securities. The Issuer is also
required, at the demand of holders of 10% or more of the Registrable
Securities, to register such holders' Registrable Securities, subject to the
right to defer the filing of the necessary registration statement for a period
not to exceed 90 days under certain limited circumstances. In addition, the
Issuer has granted the holders of the Registrable Securities "piggy-back"
rights.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
None.
________________________________________________________________________________
CUSIP No.22002T108 13D Page 11 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
3/5/02
----------------------------------------
(Date)
CONSTELLATION ENERGY GROUP, INC.
By: /s/ David A. Brune
----------------------------------------
(Signature)
David A. Brune/Vice President, General
Counsel and Secretary
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No.22002T108 13D Page 12 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
3/5/02
----------------------------------------
(Date)
CONSTELLATION ENTERPRISES, INC.
By: /s/ David A. Brune
----------------------------------------
(Signature)
David A. Brune/Vice President and
Secretary
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
CUSIP No.22002T108 13D Page 13 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
3/5/02
----------------------------------------
(Date)
CONSTELLATION REAL ESTATE, INC.
By: /s/ Donna M. Levy
----------------------------------------
(Signature)
Donna M. Levy/Secretary
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).