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 24, 1996
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
(Exact name of registrant as specified in charter)
New York 1-1217 13-5009340
(State of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
4 Irving Place, New York, NY 10003
(Address of principal executive offices)
Registrant's telephone number: (212) 460-4600
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On April 23, 1996, Con Edison announced that unaudited net
income for common stock for the twelve month period ended March
31, 1996 was $678.6 million compared with $710.4 million in the
corresponding 1995 period. For the quarter ended March 31, 1996,
unaudited net income for common stock was $182.4 million compared
with $192.1 million in the corresponding 1995 period.
On April 24, 1996, the Company entered into an underwriting
agreement with Lehman Brothers Inc. for the sale of $100 million
aggregate principal amount of the Company's Series 1996 A
Debentures (the "Debentures"). The Debentures were registered
under the Securities Act of 1933 pursuant to a Registration
Statement on Form S-3 (No. 33-64657, declared effective December
8, 1995), for $540 million of unsecured debt securities of the
Company, of which $215 million have been sold in a previous
offering of debt securities.
Copies of the underwriting agreement and the definitive
form of the Debentures are filed as exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
1 Underwriting Agreement relating to the Debentures.
4 Form of Debenture.
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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 COMPANY
OF NEW YORK, INC.
By: GULI R. RAJANI
Guli R. Rajani
Vice President and Treasurer
DATE: April 24, 1996
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Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1 Underwriting Agreement relating
to Debentures
4 Form of Debenture.
Series 1996 A Debentures
UNDERWRITING AGREEMENT
April 24, 1996
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: GULI R. RAJANI
Guli R. Rajani
Vice President and Treasurer
Confirmed and Accepted as of the date hereof on behalf of itself
and each other Underwriter, if any:
LEHMAN BROTHERS INC.
By: Danny L. Lee
Attorney-in-Fact
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Lehman Brothers Inc. . . . . . . . $100,000,000
Total. . . . . . . . . . . . $100,000,000
SCHEDULE II
Title of Designated Securities:
7 3/4% Debentures, Series 1996 A
Aggregate principal amount:
$100,000,000.
Price to Public:
Initially 98.002% of the principal amount of the Designated
Securities, plus accrued interest, if any, from May 1,
1996 to the date of delivery, thereafter at market prices
prevailing at the time of sale or at negotiated prices.
Purchase Price by Underwriters:
97.611% of the principal amount of the Designated
Securities, plus accrued interest, if any, from
May 1, 1996 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Certified or bank cashier's check or checks payable in New
York Clearing House funds to the order of "Consolidated
Edison Company of New York, Inc."
Indenture:
Indenture, dated as of December 1, 1990, between the Company
and The Chase Manhattan Bank (National Association), 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 (National
Association), as Trustee.
Maturity:
June 1, 2026.
Interest Rate:
7 3/4% per annum from May 1, 1996.
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Interest Payment Dates:
Payable December 1, 1996 and thereafter semi-annually on
June 1 and December 1.
Redemption Provisions:
As set forth in the prospectus supplement, dated April 24,
1996, for the Designated Securities (the "Prospectus
Supplement") to the prospectus, dated December 8, 1995
(the "Prospectus"), filed with the Securities and Exchange
Commission (the "SEC") pursuant to Rule 424(b)(2) under the
Securities Exchange Act of 1934, as amended, as part of the
Company's Registration Statement on Form S-3 (No. 33-64657;
declared effective by the SEC on December 8, 1995).
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on May 1, 1996.
Closing Location:
Room 1810-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 and third paragraphs of the section entitled
"Underwriting" on page S-5 of the Prospectus
Supplement.
Address of Representative:
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Attention: James C. Penrose
Captions in the Prospectus 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 7(a) of the Basic Provisions, insert
"promptly as such expenses are incurred" immediately
before the phrase "; provided, however,".
5. In Section 7(e) of the Basic Provisions, add at the
end: "The foregoing provisions regarding contribution
shall apply except as otherwise required by applicable
law."
6. Add as new Section 1(n) of the Basic Provisions:
"The Company's unaudited consolidated balance sheet as
of March 31, 1996 and unaudited consolidated income for
the twelve months ended March 31, 1996 are the latest
available and the Company does not have sufficient
information to make a determination that, for the
twelve month period ended April 26, 1996, there was any
decrease, as compared with the corresponding prior
period, in operating revenues less fuel, purchased
power and gas purchased for resale."
7. Delete clause (iii)(D) of Annex I of the Basic
Provisions.
Other:
None.
[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.
7 3/4% DEBENTURES, SERIES 1996 A
INTEREST RATE MATURITY DATE CUSIP
7 3/4% per annum June 1, 2026 209111 CJ 0
REGISTERED HOLDER: [CEDE & C0.]
PRINCIPAL SUM: [ONE HUNDRED MILLION DOLLARS ($100,000,000)]
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 May 1, 1996, or from the most recent
interest payment date to which interest has been duly paid or
provided for, on December 1, 1996 and thereafter semi-annually on
June 1 and December 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, whether or not a business day, of the calendar
month next preceding such interest payment date, except as
otherwise provided in said Indenture.
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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.
This Debenture is one of a duly authorized series of
unsecured debt securities of the Company designated as its 7 3/4%
Debentures, Series 1996 A (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
(National Association), 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 June 1, 2006, 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 June 1,
Redemption Redemption
Year Price Year Price
2006. . . . . . 102.8760% 2012. . . . . . 101.1504%
2007. . . . . . 102.5884% 2013. . . . . . 100.8628%
2008. . . . . . 102.3008% 2014. . . . . . 100.5752%
2009. . . . . . 102.0132% 2015. . . . . . 100.2876%
2010. . . . . . 101.7256% 2016 and
2011. . . . . . 101.4380% thereafter.. 100.0000%
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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 the premium thereon, if
any, or reduce the rate or extend the time of payment of interest
thereon or make the principal thereof or premium, 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.
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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 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.
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 included below is manually signed
by the Trustee.
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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 _________________________ By ____________________________
Vice President and Treasurer Executive Vice President
and Chief Financial Officer
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
(National Association),
as Trustee
By _______________________
Authorized Officer