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Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1 Underwriting Agreement relating
to Series 1998 D Debentures.
4 Form of Series 1998 D Debenture.
10 Amendment, signed on August 31, 1998 and dated July 28, 1998,
to Employment Contract, dated May 22, 1990 between the Company
and Eugene R. McGrath.
Series 1998 D Debentures
UNDERWRITING AGREEMENT
September 24, 1998
To the Representative Named
on the Signature Page Hereof:
Dear Sirs:
Subject to the terms and conditions stated or incorporated by reference
herein, Consolidated Edison Company of New York, Inc. (the "Company") hereby
agrees to sell to the Underwriters named in Schedule I hereto (the
"Underwriters") and the Underwriters hereby agree to purchase, severally and not
jointly, the principal amount set forth opposite their names in Schedule I
hereto of the securities specified in Schedule II hereto (the "Designated
Securities").
The representative named on the signature page hereof (the
"Representative") represents that the Underwriters have authorized the
Representative to enter into this Underwriting Agreement and to act hereunder on
their behalf.
Except as otherwise provided in Schedule II hereto each of the provisions
of the Company's Underwriting Agreement Basic Provisions, dated April 16, 1992,
as filed as Exhibit 1(b) to Registration Statement No. 33-47261 (the "Basic
Provisions"), is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein. Unless otherwise defined herein, terms
defined in the Basic Provisions are used herein as therein defined.
Payment for the Designated Securities will be made against delivery
thereof to the Representative for the accounts of the respective Underwriters at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto.
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If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the Basic Provisions incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company.
Very truly yours,
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
By:ROBERT P. STELBEN
Robert P. Stelben
Vice President and Treasurer
Confirmed and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:
MORGAN STANLEY & CO. INCORPORATED
By: MICHAEL FUSCO
Michael Fusco
Vice President
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Morgan Stanley & Co. Incorporated $63,750,000
Doley Securities, Inc. 3,750,000
Utendahl Capital Partners, L.P. 3,750,000
The Williams Capital Group, L.P. 3,750,000
Total $75,000,000
SCHEDULE II
Title of Designated Securities:
6.90% Debentures, Series 1998 D
Aggregate principal amount:
$75,000,000.
Price to Public:
Initially 99.722% of the principal amount of the Designated Securities,
plus accrued interest, if any, from September 29, 1998 to the date of
delivery, thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
98.847% of the principal amount of the Designated Securities, plus accrued
interest, if any, from September 29, 1998 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Funds will be delivered by wire transfer to:
The Chase Manhattan Bank
ABA #021000021
BNF: Chase NY Wire A/C: 210-2-758100
OBI: Con Ed Escrow Funds, C-12268
Attn: Jim Freeman, Global Trust
Indenture:
Indenture, dated as of December 1, 1990, between the Company and The Chase
Manhattan Bank, as Trustee, as amended and supplemented by the First
Supplemental Indenture, dated as of March 6, 1996, between the Company and
The Chase Manhattan Bank, as Trustee.
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Maturity:
October 1, 2028.
Interest Rate:
As set forth in the prospectus supplement, dated September 24, 1998, for
the Designated Securities (the "Prospectus Supplement") to the prospectus,
dated February 11, 1998 (the "Prospectus"), filed with the Securities and
Exchange Commission (the "SEC") pursuant to Rule 424(b)(2) under the
Securities Act of 1933, as amended, in connection with the Company's
Registration Statement on Form S-3 (No. 333-45745, declared effective by
the SEC on February 11, 1998).
Interest Payment Dates:
As set forth in the Prospectus Supplement.
Redemption Provisions:
As set forth in the Prospectus Supplement.
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on September 29, 1998.
Closing Location:
Room 1618-S at the Company, 4 Irving Place, New York, NY 10003.
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Information furnished by or on behalf of the Underwriters for use in the
Prospectus for the Designated Securities:
1. The paragraph regarding stabilization on page 2 of the Prospectus.
2. The final paragraph of the front cover of the Prospectus Supplement
3. The second paragraph, the second and third sentences of the fifth
paragraph and the last paragraph of the section entitled
"Underwriting" on page S-7 of the Prospectus Supplement.
Address of Representative:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Captions in the Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
Description of Securities
Description of Debentures
Modifications of Basic Provisions:
1. Delete Section 3 of the Basic Provisions in its entirety and
substitute the following:
"One or more Global Securities (as defined in the Indenture
specified in the Underwriting Agreement) for the Designated
Securities in the aggregate principal amount of the Designated
Securities shall be registered in the name of Cede & Co. and
delivered to The Depository Trust Company with instructions to
credit the Designated Securities to the account of, or as otherwise
instructed by, the Representative against payment by the
Representative of the purchase price therefor in the amount, the
funds and manner specified in the Underwriting Agreement, at the
place, time and date specified in the Underwriting Agreement or at
such other place, time and date as the Representative and the
Company may agree in writing, said time and date being herein
referred to as the "Time of Delivery" for said Designated
Securities.
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2. Delete Section 6(c)(ii) of the Basic Provisions in its entirety and
substitute the following:
"(ii) The Company has authorized equity capitalization as set forth,
or incorporated by reference, in the Prospectus;"
3. In Sections 1(g) and 6(c)(iii) of the Basic Provisions, insert "law
or" immediately before the phrase "principles of public policy."
4. In Section 6(f) of the Basic Provisions, substitute "Fitch Investor
Services" for "Duff and Phelps Inc."
5. In Section 7(a) of the Basic Provisions, insert "promptly as such
expenses are incurred" immediately before the phrase "; provided,
however,".
6. In Section 7(d) of the Basic Provisions, add at the end: "The
foregoing provisions regarding contribution shall apply except as
otherwise required by applicable law."
7. Add as new Section 1(n) of the Basic Provisions: "The Company does
not have sufficient information to make a determination that, for
the twelve months ended September 25, 1998, there was any decrease,
as compared with the corresponding prior period, in operating
revenues less fuel, purchased power and gas purchased for resale."
8. Delete clause (iii)(D) of Annex I of the Basic Provisions.
9. The word "Prospectus" in Annex I of the Basic Provisions may be
changed to the words "Registration Statement", defined to include
the documents incorporated by reference therein.
10. Clause (iii)A of Annex I of the Basic Provisions is revised as
follows:
"(A) the unaudited financial statements incorporated by
reference in the Registration Statement, or from which information
set forth in the Registration Statement was taken, do not comply as
to form in all material respects with the applicable accounting
requirements of the Exchange Act and the published rules and
regulations thereunder, or any material modifications should be made
to the unaudited financial statements for them to be in conformity
with generally accepted accounting principles,"
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11. Add as new Section 6(c)(xii) of the Basic Provisions: "Consolidated
Edison, Inc. is exempt from the provisions of the Public Utility
Holding Company Act of 1935 except Section 9(a)(2) thereof."
12. In Section 1(c) of the Basic Provisions, add ", and the Prospectus,
as it may be amended or supplemented pursuant to Section 4 hereof,
as of the Time of Delivery will not," immediately before the phrase
"contain an untrue statement of a material fact".
Other:
None.
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Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED REGISTERED
Consolidated Edison Company of New York, Inc.
6.90% DEBENTURES, SERIES 1998 D
INTEREST RATE MATURITY DATE CUSIP
6.90% per annum October 1, 2028 209111 DA 8
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: SEVENTY FIVE MILLION DOLLARS ($75,000,000)
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York corporation
(hereinafter called the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to the registered holder named above or registered assigns, on
the maturity date stated above, unless redeemed prior thereto as hereinafter
provided the principal sum stated above and to pay interest thereon from
September 29, 1998, or from the most recent interest payment date to which
interest has been duly paid or provided for, on April 1, 1999 and thereafter
semi-annually on April 1 and October 1 in each year, at the interest rate stated
above, until the date on which payment of such principal sum has been made or
duly provided for. The interest so payable on any interest payment date will be
paid to the person in whose name this Debenture is registered at the close of
business on the fifteenth day of the calendar month next preceding the interest
payment date, except as otherwise provided in the Indenture.
The principal of and premium, if any, on this Debenture, when due and
payable, shall, upon presentation and surrender hereof, be paid at the principal
office of the Company. The interest on this Debenture, when due and payable,
shall be paid at the principal office of the Company, or at the option of the
Company, by check mailed to the address of the registered holder hereof or
registered assigns as such address shall appear in the Security Register. All
such payments shall be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts.
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This Debenture is one of a duly authorized series of an issue of unsecured
debt securities of the Company designated as its 6.90% Debentures, Series 1998 D
(hereinafter called the "Debentures"), issued and to be issued under an
Indenture dated as of December 1, 1990 between the Company and The Chase
Manhattan Bank, Trustee (hereinafter called the "Trustee", which term includes
any successor trustee under the Indenture), as amended and supplemented by the
First Supplemental Indenture, dated as of March 6, 1996, between the Company and
the Trustee (hereinafter called the "Indenture"). Reference is made to the
Indenture and any supplemental indenture thereto for the provisions relating,
among other things, to the respective rights of the Company, the Trustee and the
holders of the Debentures, and the terms on which the Debentures are, and are to
be, authenticated and delivered.
The Company may redeem the Debentures, as a whole at any time, or in part
from time to time, on or after October 1, 2008, at the following redemption
prices (expressed as a percentage of the principal amount of the Debentures to
be redeemed) together with unpaid interest accrued thereon to the date fixed for
redemption, if redeemed during the twelve-month period beginning on October 1,
Redemption Redemption
Year Price Year Price
2008 103.311% 2014 101.324%
2009 102.980% 2015 100.993%
2010 102.649% 2016 100.662%
2011 102.318% 2017 100.331%
2012 101.987% 2018 and thereafter 100.000%
2013 101.656%
If this Debenture or any portion hereof is called for redemption, interest
shall cease to accrue on this Debenture or such portion hereof on the date fixed
for redemption.
If an Event of Default (as defined in the Indenture) shall have occurred
and be continuing, with respect to the Debentures, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with such effect and subject to the conditions provided in the
Indenture. Any such declaration may be rescinded by holders of a majority in
principal amount of the outstanding Debentures if all Events of Default with
respect to the Debentures (other than the non- payment of principal of the
Debentures which shall have become due by such declaration) shall have been
remedied.
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The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
the Indenture or to any supplemental indenture with respect to the Debentures,
or modifying in any manner the rights of the holders of the Debentures;
provided, however, that no such supplemental indenture shall (i) extend the
maturity of any Debenture, or reduce the principal amount thereof, or the
premium thereon, if any, or reduce the rate or extend the time of payment of
interest thereon, or make the principal thereof, or the premium thereon, if any,
or interest thereon, payable in any coin or currency other than that in the
Debentures provided, without the consent of the holder of each Debenture so
affected, or (ii) reduce the aforesaid principal amount of Debentures, the
holders of which are required to consent to any such supplemental indenture
without the consent of the holders of all Debentures then outstanding.
The Debentures are issuable as registered Debentures only, in the
denomination of $1,000 and any integral multiples of $1,000 approved by the
Company, such approval to be evidenced by the execution thereof.
This Debenture is transferable by the registered holder hereof in person
or by his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained by the Company for that purpose, but only in
the manner, subject to the limitations and upon payment of any tax or
governmental charge for which the Company may require reimbursement as provided
in the Indenture, and upon surrender and cancellation of this Debenture. Upon
any registration of transfer, a new registered Debenture or Debentures, of
authorized denomination or denominations, and in the same aggregate principal
amount, will be issued to the transferee in exchange therefor.
The Company, the Trustee, any paying agent and any Security registrar may
deem and treat the registered holder hereof as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue and notwithstanding
any notations of ownership or other writing hereon made by anyone other than the
Security registrar) for the purpose of receiving payment of or on account of the
principal hereof and premium, if any, and interest due hereon as herein provided
and for all other purposes, and neither the Company nor the Trustee nor any
paying agent nor any Security registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of and premium,
if any, or interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator or against any past,
present or future stockholder, officer or member of the Board of Trustees, as
such, of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
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This Debenture shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of the State of New York.
This Debenture shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose until the certificate of authentication
on the face hereof is manually signed by the Trustee.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed by
the manual or facsimile signatures of a Vice President and the Treasurer of the
Company, and a facsimile of its corporate seal to be affixed or reproduced
hereon.
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
By
Vice President and Treasurer
By
Executive Vice President and Chief Financial
Officer
SEAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
THE CHASE MANHATTAN BANK,
as Trustee
By
Authorized Officer
Amendment No. 9 to
Eugene R. McGrath Employment Agreement
WHEREAS, Eugene R. McGrath (the "Employee") and Consolidated Edison Company
of New York, Inc. (the "Company") entered into an Employment Agreement effective
September 1, 1990 (the "Agreement");
WHEREAS, the parties to the Agreement desire to amend the Agreement to
increase the basic salary payable to the Employee; and
WHEREAS, paragraph 12 of the Agreement provides that the Agreement may be
amended from time to time by a written instrument executed by the Company and
the Employee;
NOW, THEREFORE, in consideration of the foregoing the parties hereto agree
as follows:
1. The Agreement is amended, effective September 1, 1998, to increase the
Employee's basic salary set forth in clause (i) of paragraph 3(a) of the
Agreement from $815,000 per annum to $890,000 per annum, subject to all the
terms and conditions set forth in the Agreement relating to the basic salary.
2. In all other respects, the Agreement remains in full force and effect
as amended hereby.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by its duly authorized officer and its Corporate seal to be affixed hereto, and
the Employee has hereto set his hand the day and year set forth below.
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
By: CHARLES F. SOUTAR
Charles F. Soutar
Executive Vice President
By: EUGENE R. MCGRATH
Eugene R. McGrath
Dated: July 28, 1998
Attest:
Approved by the Board the 28th day of July, 1998.
By: PETER A. IRWIN
Peter A. Irwin
Acting Secretary
