SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Consolidated Edison Company of New York, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ X ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed:
Con Edison Letterhead November 24, 1997 AN IMPORTANT REMINDER Dear Stockholder: We recently mailed you proxy material for Con Edison's Special Meeting of Stockholders to be held on December 12, 1997. The meeting was called to consider a proposal to form a holding company structure. According to our records, we have not yet received your proxy vote for this meeting. If you have already replied, please accept our thanks for your prompt attention to this very significant matter. We at Con Edison, and our Board of Trustees, are very excited about the holding company proposal and strongly recommend that you vote for this important initiative. The holding company is important for the future growth of the Company. It will give the Company the financial and regulatory flexibility to participate successfully in those segments of the energy business in which we have been operating for many years but which are now becoming competitive and to provide new competitive services to customers, while maintaining the strength of our core regulated electric, gas and steam utility business. Holding company structures have been adopted successfully in recent years by many other large utilities in the United States. The proxy materials also provide you the opportunity to consider and vote on a proposal to amend Con Edison's Certificate of Incorporation regarding the authorized number of Board members. Your Board of Trustees and management team recommend that you vote FOR the two proposals to be considered at the meeting. Your vote is important, regardless of the number of shares you own. The holding company proposal requires the affirmative vote of two-thirds of the Common and $5 Cumulative Preferred shares outstanding. Not voting at all or voting to abstain will have the same effect as voting against the holding company proposal. Therefore, please take a few minutes today to sign, date and return the enclosed proxy card in the postage-paid envelope provided. If you have any questions or need assistance in voting your shares, please do not hesitate to call our special toll-free number at 1-800-566-9061 to reach a representative of Morrow & Company, which is assisting us with administering the proxy vote. Thank you for your continued support. Sincerely yours, s/Eugene R. McGrath Eugene R. McGrath We apologize if this letter has reached you after you sent in your proxy card but, because of the possibility of mail delays or misdeliveries, please sign, date and return the enclosed proxy even if you returned the original.