FILE NO. 70-9447
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CERTIFICATE PURSUANT TO RULE 24
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Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003
(Name of company filing this statement
and address of principal executive offices)
None
(Name of top registered holding company parent
of each applicant or declarant)
Peter A. Irwin John L. Carley
Consolidated Edison, Inc. Orange and Rockland
4 Irving Place Utilities, Inc.
New York, New York 10003 One Blue Hill Plaza
Pearl River, New York 10965
(212) 460-4600 (914) 352-6000
(Name and address of agents for service)
The Commission is requested to mail copies of all notices, orders and
communications in connection with this Certificate to:
J.A. Bouknight
Douglas G. Green
James B. Vasile
Steptoe & Johnson LLP
1330 Connecticut Avenue, NW
Washington, D.C. 20036-1795
(202) 429-3000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20545
CONSOLIDATED EDISON, INC.
CERTIFICATE PURSUANT TO RULE 24
This Certificate is filed by Consolidated Edison, Inc. ("CEI"), a New York
corporation and an exempt holding company under the Public Utility Holding
Company Act of 1935, as amended ("Act") in connection with the transaction
proposed in the Form U-1 Application or Declaration, as amended, ("Application")
of CEI in File No. 70-9447. The transaction was authorized by Order of the
Securities and Exchange Commission ("SEC") dated May 13, 1999, Rel. No. 35-27021
("Order). CEI hereby certifies the matters set forth below pursuant to Rule 24
of the SEC rules under the Act:
1. On July 8, 1999, Orange and Rockland Utilities, Inc. ("Orange and
Rockland"), a New York public utility company and a holding company, was merged
with and into C Acquisition Corp., with Orange and Rockland continuing as the
surviving corporation and becoming a wholly-owned subsidiary of CEI, pursuant to
the terms of the Agreement and Plan of Merger among Orange and Rockland, CEI and
C Acquisition Corp., dated as of May 10, 1998 (the "Merger"). Through the Merger
CEI also indirectly acquired all of the issued and outstanding stock of Rockland
Electric Company, a New Jersey corporation and an electric utility company, and
Pike County Light & Power Company, a Pennsylvania corporation and an electric
and gas utility company under the Act.
2. As consideration for the Merger, each share of Orange and Rockland
common stock was cancelled and converted into the right to receive $58.50 in
cash, without interest ("Merger Consideration") payable to the holder of such
share upon surrender. All preferred stock and preference stock of Orange and
Rockland was redeemed at a redemption price equal to the respective price set
forth in Orange and Rockland's restated Certificate of Incorporation, together
with all dividends accrued and unpaid to the date of redemption.
3. The Merger became effective on July 8, 1999 ("Effective Date"), when
the certificate of merger was delivered and filed by the Department of State of
the State of New York. On July 8, 1999, CEI designated The Bank of New York as
Paying Agent to effect the payment of the Merger Consideration. The Paying Agent
has mailed to each holder of record of a certificate or certificates (which
immediately prior to the Effective Date represented outstanding shares of common
stock of Orange and Rockland that were cancelled and became instead the right to
receive the consideration for the Merger) instructions for effecting the
surrender of the certificates in exchange for the Merger Consideration. Upon
surrender of the certificates the holders will be entitled to receive the Merger
Consideration.
4. The transaction approved by the SEC has been carried out in accordance
with the terms and conditions of, and for the purposes requested in, the
Application, and in accordance with the terms and conditions of the Order.
5. Filed herewith as Exhibit F-2 is the "past tense" legal opinion of
counsel in accordance with paragraph d (2) of the Instructions As To Exhibits to
Form U-1.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act,
the undersigned Company has duly caused this Certificate to be signed on its
behalf by the undersigned thereunto duly authorized.
CONSOLIDATED EDISON, INC.
Date: August 4, 1999 By: /s/ Peter A. Irwin
Peter A. Irwin
Exhibit F-2
Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003
August 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Consolidated Edison, Inc.
Form U-1 Application-Declaration (File No. 70-9447)
Ladies and Gentlemen:
Reference is made to the Form U-1 Application (the "Application"),
under Sections 9(a)(2) and 10 of the Public Utility Holding Company Act of 1935,
as amended (the "Act"), filed with the Securities and Exchange Commission (the
"Commission") by Consolidated Edison, Inc. ("CEI"), a New York corporation, with
respect to the acquisition of all the common stock of Orange and Rockland
Utilities, Inc. ("Orange and Rockland") for $58.50 per share in cash and the
merger of Orange and Rockland with C Acquisition Corp., a wholly owned
subsidiary of CEI, after which Orange and Rockland became a wholly owned
subsidiary of CEI (the "Transaction"), and the Order of the United States
Securities and Exchange Commission ("the Commission"), dated May 13, 1999, (Rel.
No. 35-70-0447). Capitalized terms used in this letter but otherwise not defined
shall have the meanings ascribed to such terms in the Application. I am
furnishing this opinion to you in connection with CEI's Rule 24 Certificate (the
"Rule 24 Certificate") which CEI is filing with the Commission under the Public
Utility Holding Company Act of 1935, as amended, in connection with the
Transaction.
I am an attorney licensed in the State of New York and am the Senior
Vice President, General Counsel and chief legal officer of CEI and of its
principal subsidiary, Consolidated Edison Company of New York, Inc. ("Con
Edison"). I and other members of the Con Edison's Law Department have
represented CEI in connection with the Application and I am familiar with the
corporate proceedings taken by CEI and by O&R in connection with the Transaction
as described in the Application.
I have examined originals, or copies certified to my satisfaction, of such
corporate records of CEI and O&R and other instruments, agreements and documents
as I have deemed it necessary to examine as a basis for the opinions hereinafter
expressed. In such
examination I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals and the
conformity with the originals of all documents submitted to me as copies. As to
various questions of fact material to such opinions I have, when relevant facts
were not independently established, relied upon representations of officers of
CEI and Orange and Rockland and other appropriate persons and statements
contained in the Application and the exhibits thereto. I am not a member of
either the New Jersey bar or the Pennsylvania bar and do not hold myself out as
an expert on the law of the State of New Jersey or the Commonwealth of
Pennsylvania. As to matters governed by the laws of New Jersey and Pennsylvania,
I am relying solely on an examination of orders of the New Jersey Board of
Public Utilities and the Pennsylvania Public Utility Commission.
Based upon the foregoing I am of the opinion
1. The laws of the States of New York and New Jersey, and the Commonwealth of
Pennsylvania applicable to the Transaction have been complied with.
2. CEI is a corporation validly organized and duly existing under the laws of
the State of New York.
3. Orange and Rockland is a corporation validly organized and duly existing
under the laws of the State of New York.
4. CEI has legally acquired all of the shares of common stock of Orange and
Rockland in the Transaction.
5. All shares of common stock of Orange and Rockland are validly issued, fully
paid and nonassessable, and the holder thereof, CEI, is entitled to the
rights and privileges appertaining thereto set forth in Orange and Rockland's
Restated Certificate of Incorporation.
6. The consummation of the Transaction did not violate the legal rights of the
holders of any securities issued respectively by CEI or its subsidiaries or
Orange and Rockland or its subsidiaries.
I hereby consent to the use of this opinion as an exhibit in connection with
the rule 24 Certificate.
Very truly yours,
s\John D. McMahon
John D. McMahon
Senior Vice President
and General Counsel