SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: April 3, 2002
Commission Exact name of registrant as specified in its charter State of I.R.S. Employer
File Number and principal office address and telephone number Incorporation I.D. Number
1-14514 Consolidated Edison, Inc. New York 13-3965100
4 Irving Place, New York, New York 10003
(212) 460-4600
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On April 3, 2002, Consolidated Edison, Inc. (the "Company") entered into
an underwriting agreement with Salomon Smith Barney Inc., as representative of
the underwriters named therein, for the sale of $325 million aggregate principal
amount of the Company's 7.25% Public Income NotES (7.25% Debentures, Series 2002
A) due 2042 (the "2002 A Debentures"). The 2002 A Debentures were registered
under the Securities Act of 1933 pursuant to a Registration Statement on Form
S-3 (No. 333-72264, declared effective November 15, 2001) relating to $600
million aggregate principal amount of unsecured debt securities of the Company.
Copies of the underwriting agreement and the definitive form of the 2002 A
Debentures are filed as exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1 Underwriting Agreement relating to the 2002 A Debentures.
4 Form of 2002 A Debenture.
8 Tax Opinion of Dewey Ballantine LLP, dated
April 3, 2002
23 Consent of Dewey Ballantine LLP. (Included as part
of Exhibit 8).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSOLIDATED EDISON, INC.
By ROBERT P. STELBEN
Robert P. Stelben
Vice President and Treasurer
DATE: April 3, 2002
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Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1 Underwriting Agreement
relating to the 2002 A Debentures.
4 Form of 2002 A Debenture.
8 Tax Opinion of Dewey Ballantine LLP, dated
April 3, 2002
23 Consent of Dewey Ballantine LLP. (Included as part
of Exhibit 8).
UNDERWRITING AGREEMENT
April 3, 2002
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, 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 October 25, 2001, as
filed as Exhibit 1.2 to Registration Statement No. 333-72264 (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, 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:
SALOMON SMITH BARNEY INC.
By: HOWARD HILLER
Howard Hiller
Managing Director
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Salomon Smith Barney Inc. $39,300,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 39,200,000
Morgan Stanley & Co. Incorporated 39,200,000
A.G. Edwards & Sons, Inc. 39,200,000
Prudential Securities Incorporated 39,200,000
UBS Warburg LLC 39,200,000
Barclays Capital Inc. 6,500,000
Credit Suisse First Boston Corporation 6,500,000
Goldman, Sachs & Co. 6,500,000
HSBC Securities (USA) Inc. 6,500,000
J.P. Morgan Securities Inc. 6,500,000
Lehman Brothers Inc. 6,500,000
Quick & Reilly, Inc. 6,500,000
Doley Securities, Inc. 2,175,000
The Williams Capital Group, L.P. 2,175,000
ABN AMRO Incorporated 2,050,000
Bear, Stearns & Co. Inc. 2,050,000
Charles Schwab & Co., Inc. 2,050,000
Deutsche Banc Alex. Brown Inc. 2,050,000
First Union Securities, Inc. 2,050,000
H&R BLOCK Financial Advisors, Inc. 2,050,000
McDonald Investments Inc., a KeyCorp Company 2,050,000
Raymond James & Associates, Inc. 2,050,000
RBC Dain Rauscher Inc. 2,050,000
Robert W. Baird & Co. Incorporated 2,050,000
SunTrust Capital Markets, Inc. 2,050,000
US Bancorp Piper Jaffray Inc. 2,050,000
Wells Fargo Van Kasper LLC 2,050,000
Advest, Inc. 2,050,000
BB&T Capital Markets, Inc. 500,500
C.L. King & Associates, Inc. 500,500
CIBC World Markets Corp. 500,500
Crowell, Weedon & Co. 500,500
Fahnestock & Co. Inc. 500,500
Ferris, Baker Watts, Incorporated 500,500
Gruntal & Co., L.L.C. 500,500
J.J.B. Hilliard, W.L. Lyons, Inc. 500,500
Janney Montgomery Scott LLC 500,500
Legg Mason Wood Walker, Incorporated 500,500
Mesirow Financial, Inc. 500,500
Morgan Keegan & Company, Inc. 500,500
M.R. Beal & Company 500,500
Muriel Seibert & Co., Inc. 500,500
NatCity Investments, Inc. 500,500
Pryor, Counts & Co., Inc. 500,500
Ramirez & Co., Inc. 500,500
Southwest Securities, Inc. 500,500
Stifel, Nicolaus & Company Incorporated 500,500
TD Waterhouse Investor Services, Inc. 500,500
Utendahl Capital Partners, L.P. 500,500
Wedbush Morgan Securities Inc. 500,500
William Blair & Co. 500,500
Total $325,000,000
SCHEDULE II
Title of Designated Securities:
7.25% Public Income NotES (7.25% Debentures, Series 2002 A) due 2042.
Aggregate principal amount:
$325,000,000, issuable in minimum denominations of $25 and increased in
multiples thereof.
Price to Public:
Initially 100% of the principal amount of the Designated Securities,
plus accrued interest, if any, from April 8, 2002 to the date of
delivery, thereafter at market prices prevailing at the time of sale or
at negotiated prices.
Purchase Price by Underwriters:
96.85% of the principal amount of the Designated Securities, plus
accrued interest, if any, from April 8, 2002 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Funds will be delivered by wire transfer pursuant to the Company's
written instructions to the Representative.
Indenture:
Indenture, dated as of April 1, 2002, between the Company and JPMorgan
Chase Bank, as Trustee.
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Maturity:
April 1, 2042
Interest Rate:
As set forth in the prospectus supplement, dated April 3, 2002, for the
Designated Securities (the "Prospectus Supplement") to the prospectus,
dated November 15, 2001 (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. 333-72264, declared effective by
the SEC on November 15, 2001).
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 April 8, 2002.
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 sentence regarding delivery of the Designated Securities on the
front cover of the Prospectus Supplement
2. The second paragraph, the final sentence of the third paragraph, the
second sentence of the fourth paragraph, and the fifth, sixth and
seventh paragraphs of the section entitled "Underwriting" beginning on
page S-8 of the Prospectus Supplement.
Address of Representative:
Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
Attention: Hal A. Clark, Managing Director
Captions in the Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
Description of Securities
Description of the PINES
Modification of Basic Provisions
Change to Section 2 the number of the second Section 1 (which reads in its
entirety: "Upon the execution of the Underwriting Agreement applicable to any
Designated Securities, the several Underwriters propose to offer such Designated
Securities for sale upon the terms and conditions set forth in the Prospectus')
and increase by one the number of each of the remaining Sections.
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, Inc.
7.25% Public Income NotES due 2042
(7.25% DEBENTURES, SERIES 2002 A)
INTEREST RATE MATURITY DATE CUSIP
7.25% per annum April 1, 2042 209115 20 3
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: THREE HUNDRED TWENTY FIVE MILLION DOLLARS ($325,000,000)
CONSOLIDATED EDISON, 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 April 8, 2002, or from the most
recent interest payment date to which interest has been duly paid or provided
for, initially on July 1, 2002 and thereafter quarterly on January 1, April 1,
July 1 and October 1 of 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 month preceding the interest payment date, except as
otherwise provided in the Indenture.
The principal of 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 7.25% Public Income
NotES (7.25% Debentures, Series 2002 A) due 2042 (hereinafter called the
"Debentures"), issued and to be issued under an Indenture dated as of April 1,
2002 (hereinafter called the "Indenture"), between the Company and JPMorgan
Chase Bank, Trustee (hereinafter called the "Trustee", which term includes any
successor trustee under 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 interest payable on any interest payment date shall be computed on the
basis of twelve 30-day months and a 360-day year and, for any period shorter
than a full quarterly interest period, will be computed on the basis of the
actual number of days elapsed in such 90-day quarterly interest period. If any
interest payment date falls on a Sunday or legal holiday or a day on which
banking institutions in the City of New York are authorized by law to close,
then payment of interest may be made on the next succeeding business day.
The Company may redeem the Debentures, in whole or in part, at any time
on or after April 8, 2007 at a redemption price equal to 100% of the principal
amount of the Debentures to be redeemed together with unpaid accrued interest
thereon to the date fixed for redemption.
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.
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
reduce the rate or extend the time of payment of interest thereon, or make the
principal thereof, 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.
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The Debentures are issuable as registered Debentures only, in the
denomination of $25 and any integral multiples thereof 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 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 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 Directors, 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.
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.
All terms used in this Debenture which are defined in the Indenture and
not defined herein shall have the meanings assigned to them in the Indenture.
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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 an Executive Vice President and the
Treasurer of the Company, and a facsimile of its corporate seal to be affixed or
reproduced hereon.
CONSOLIDATED EDISON, INC.
By Executive Vice President and Chief Financial Officer
By Vice President and Treasurer
SEAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
JPMORGAN CHASE BANK,
as Trustee
By Authorized Officer
Dated: April 8, 2002
Exhibit 8
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
April 3, 2002
Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as special tax counsel to Consolidated Edison, Inc.
(the "Company") in connection with the issuance of $325 million aggregate
principal amount of the Company's 7.25% Public Income Notes (7.25% Debentures,
Series 2002 A) due 2042 ("PINES"). We have participated in the preparation of
the Registration Statement on Form S-3 relating to the Company's debt securities
(No. 333-72264), which was declared effective on November 15, 2001, and the
Prospectus Supplement, dated today, relating to the PINES (the "Prospectus
Supplement"). The PINES will be issued pursuant to the Indenture, dated as of
April 1, 2002, between the Company and JPMorgan Chase Bank, as Trustee, in the
form filed as an exhibit to the Registration Statement.
On the basis and subject to the accuracy of the statements
contained in the materials referred to above, and our consideration of such
other matters as we have deemed necessary, it is our opinion that under current
law the material federal income tax consequences to holders of PINES will be as
described under the heading "Material Federal Income Tax Consequences" in the
Prospectus Supplement. You have not requested, and we do not express, an opinion
concerning any other tax consequences of the issuance of the PINES. This opinion
is not to be used, circulated, quoted or otherwise referred to for any purpose
without our express written permission.
We hereby consent to this opinion being incorporated by reference
into the Registration Statement and to the references to our firm in the section
captioned "Material Federal Income Tax Consequences" in the Prospectus
Supplement. In giving the foregoing consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP