UNITED STATES
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 (Date of earliest event reported): June 20, 2018
Consolidated Edison, Inc.
(Exact name of registrant as specified in its charter)
New York | 1-14514 | 13-3965100 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4 Irving Place, New York, New York | 10003 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 460-4600
Consolidated Edison Company of New York, Inc.
(Exact name of registrant as specified in its charter)
New York | 1-1217 | 13-5009340 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
4 Irving Place, New York, New York | 10003 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 460-4600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 8.01 | Other Events. |
On June 20, 2018, at the option of Consolidated Edison Company of New York, Inc., four series of its tax-exempt debt (Series 1999A, Series 2001B, Series 2004A and Series 2004B), with an aggregate principal amount of $636 million, are being called for redemption as provided in the notice of conditional redemption included as an exhibit to this report and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Notice of conditional redemption. | ||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONSOLIDATED EDISON, INC. | ||
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. | ||
By | /s/ Robert Muccilo | |
Robert Muccilo | ||
Vice President and Controller | ||
Date: June 20, 2018
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Exhibit 99
NOTICE OF CONDITIONAL REDEMPTION
To the Registered Owners of the
New York State Energy Research and Development Authority
Facilities Revenue Bonds
(Consolidated Edison Company of New York, Inc. Project)
Series 1999A, 2001B, 2004A and 2004B
NOTICE IS HEREBY GIVEN, pursuant to the trust indentures, and any supplemental trust indenture thereto, between New York State Energy Research and Development Authority (the “Authority”) and The Bank of New York Mellon, as trustee or successor trustee, as applicable (the “Trustee”), under which the subseries of the above-referenced bonds (the “Bonds”) were issued on the original issue dates shown below, that each subseries of the Bonds is subject to optional redemption at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, (the “Redemption Price”) on the redemption date for the subseries of the Bonds shown below (the “Redemption Date”):
Subseries | Issue Date | Maturity Date | Principal Amount | Redemption Date | CUSIP No. * |
1999A-1 | July 24, 2001 | May 1, 2034 | $97,600,000 | July 25, 2018 | 64984EBX2 |
1999A-2 | July 24, 2001 | May 1, 2034 | $97,600,000 | August 1, 2018 | 64984EBY0 |
1999A-3 | July 24, 2001 | May 1, 2034 | $97,500,000 | August 22, 2018 | 64984EBZ7 |
2001B-1 | November 1, 2001 | October 1, 2036 | $33,000,000 | August 9, 2018 | 64984ECM5 |
2001B-2 | November 1, 2001 | October 1, 2036 | $33,000,000 | August 16, 2018 | 64984ECN3 |
2001B-3 | November 1, 2001 | October 1, 2036 | $32,000,000 | August 23, 2018 | 64984ECL7 |
2004A-1 | January 29, 2004 | January 1, 2039 | $24,600,000 | August 23, 2018 | 64984ECY9 |
2004A-2 | January 29, 2004 | January 1, 2039 | $24,575,000 | August 23, 2018 | 64984ECW3 |
2004A-3 | January 29, 2004 | January 1, 2039 | $24,575,000 | August 23, 2018 | 64984ECT0 |
2004A-4 | January 29, 2004 | January 1, 2039 | $24,575,000 | August 23, 2018 | 64984EDB8 |
2004B-1-1 | January 29, 2004 | May 1, 2032 | $36,750,000 | July 26, 2018 | 64984ECX1 |
2004B-1-2 | January 29, 2004 | May 1, 2032 | $36,750,000 | July 26, 2018 | 64984ECU7 |
2004B-1-3 | January 29, 2004 | May 1, 2032 | $36,750,000 | July 26, 2018 | 64984EDC6 |
2004B-1-4 | January 29, 2004 | May 1, 2032 | $16,975,000 | July 26, 2018 | 64984ECZ6 |
2004B-2 | January 29, 2004 | October 1, 2035 | $19,750,000 | August 2, 2018 | 64984EDA0 |
The redemption of each subseries of the Bonds is conditioned upon the receipt of moneys by The Bank of New York Mellon, as registrar and paying agent for the Bonds (the “Paying Agent”) sufficient to pay the Redemption Price on the Redemption Date for the subseries of the Bonds called for redemption and this notice will be of no force or effect for the subseries of the Bonds, and the Redemption Price for the subseries of the Bonds shall not become due and payable, unless such moneys are so received. If such moneys are so received for a subseries of the Bonds, the Redemption Price for the subseries of the Bonds shall on the Redemption Date for the subseries of the Bonds become due and payable and from and after such Redemption Date interest on the subseries of the Bonds shall cease to accrue and all rights of the registered owners of the subseries of the Bonds shall terminate except for the right to receive the Redemption Price upon presentation and surrender of the subseries of the Bonds to the Paying Agent as specified below.
Bonds to be redeemed shall be surrendered to, and any questions regarding this notice should be directed to:
The Bank of New York Mellon
1-800-254-2826
By Mail | By Hand |
BNY Mellon Global Corporate Trust 111 Sanders Creek Parkway East Syracuse, NY 13057 | BNY Mellon Global Corporate Trust Corporate Trust Window 101 Barclay Street, 1st Fl. East New York NY 10286 |
The failure to give notice to any registered owner or defects in this notice shall not affect the redemption of the Bonds for which notice has been properly given.
Withholding of 24% of the Redemption Price to be paid within the United States to a registered owner of a Bond may be required unless the Paying Agent has the correct taxpayer information number (social security number or employer identification number) or exemption certificate of the payee.
New York State Energy Research and Development Authority
By: The Bank of New York Mellon, as Trustee and Paying Agent
Dated: June 20, 2018
* Neither the Authority, the Trustee nor the Paying Agent shall be responsible for the selection or the use of the CUSIP numbers selected nor is any representation made as to the correctness or accuracy of the CUSIP numbers listed above. They are included solely for the convenience of the registered owners.