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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 7, 1997)
$330,000,000
Consolidated Edison Company of New York, Inc.
6.45% Debentures, Series 1997 B
Due December 1, 2007
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The Debentures are unsecured debt securities of Consolidated Edison
Company of New York, Inc. ("Con Edison") which will mature on December 1, 2007.
The Debentures are not subject to redemption prior to maturity. Interest on the
Debentures is payable semi-annually on June 1 and December 1 in each year.
The Debentures will be issued in fully-registered form and will initially
be represented by one or more Global Securities registered in the name of Cede &
Co., as nominee for The Depository Trust Company ("DTC") which has agreed to act
as securities depository for the Debentures. Except under the limited
circumstances described herein, beneficial interests in Debentures will be shown
only on records maintained by, transfers of Debentures will be effected only
through, and payments of principal of and interest on Debentures will be made
only through, DTC or a successor depository appointed by Con Edison, and
participants therein. See "Description of Debentures - Book- Entry System."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Initial Public Underwriting Proceeds to Con
Offering Price (1) Discount (2) Edison (1)(3)
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Per Debenture.... 99.695% .449% 99.246%
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Total............ $328,993,500 $1,481,700 $327,511,800
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(1)Plus accrued interest, if any, from December 1, 1997 to the date of
delivery.
(2)Con Edison has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3)Before deduction of expenses payable by Con Edison estimated at
approximately $150,000.
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The Debentures offered hereby are offered by Salomon Brothers Inc, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the
Debentures will be ready for delivery in book-entry form only through the
facilities of DTC on or about December 1, 1997.
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Salomon Brothers Inc
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The date of this Prospectus Supplement is November 24, 1997.
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USE OF PROCEEDS
It is expected that the net proceeds to be received by Con Edison from the
sale of the Debentures, along with other funds of Con Edison, will be applied to
redeem three series of tax-exempt debt, with an aggregate principal amount of
approximately $330 million, that Con Edison issued through New York State Energy
Research and Development Authority:$150 million aggregate principal amount of 7
1/2%, Series 1986 A (due November 15, 2021), $29.385 million aggregate principal
amount of 9 1/4%, Series 1987 B (due September 15, 2022), and $150 million
aggregate principal amount of 7 3/4%, Series 1989 A (due January 1, 2024).
DESCRIPTION OF DEBENTURES
General
The Debentures offered hereby will mature on December 1, 2007, and are not
subject to redemption prior to maturity. See "Description of Securities" in the
Prospectus for additional information concerning the Debentures and the
Indenture under which they are to be issued.
Interest
Con Edison shall pay interest on the Debentures at the rate per annum
stated on the first page of this Prospectus Supplement. Such interest shall
accrue from December 1, 1997 or from the most recent interest payment date to
which interest has been paid and is payable semi-annually on June 1 and December
1 in each year to holders of record 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 the Indenture.
Book-Entry System
This discussion of DTC and its book-entry system supplements the
discussion of depositary arrangements in "Description of Securities - Global
Securities" in the Prospectus.
DTC will act as securities depository for the Debentures. The Debentures
will be issued in fully-registered form in the name of Cede & Co. (DTC's
partnership nominee). One or more fully-registered Debenture certificates will
be issued as Global Securities for the Debentures, in the aggregate principal
amount of the Debentures, and will be deposited with DTC.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Direct Participants")
deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants" and
together with Direct Participants, "Participants"). The Rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
S-2
Purchases of Debentures under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Debentures on DTC's
records. The ownership interest of each actual purchaser of Debentures
("Beneficial Owner") is in turn to be recorded on the Participants' records.
Beneficial Owners will not receive written confirmation from DTC of their
purchase, but Beneficial Owners are expected to receive written confirmations
providing details of the transaction, as well as periodic statements of their
holdings, from the Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Debentures are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Debentures, except in the event that use of the
book-entry system for the Debentures is discontinued.
To facilitate subsequent transfers, all Debentures deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Debentures with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Debentures; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Debentures are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Participants to Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
Debentures are being redeemed, DTC's practice is to determine by lot the amount
of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to
Debentures. Under its usual procedures, DTC would mail an Omnibus Proxy to Con
Edison as soon as possible after the record date. The Omnibus Proxy assigns Cede
& Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Debentures are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Debentures will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payable date. Payments
by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC or Con Edison, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of Con Edison,
disbursement of such payments to Direct Participants shall be the responsibility
of DTC, and disbursements of such payments to the Beneficial Owners shall be the
responsibility of Participants.
DTC may discontinue providing its services as securities depositary with
respect to the Debentures at any time by giving reasonable notice to Con Edison.
Under such circumstances, in the event that a successor securities depository is
not obtained, Debenture certificates are required to be printed and delivered.
Con Edison may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Debenture certificates will be printed and delivered.
S-3
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that Con Edison believes to be reliable
(including DTC), but Con Edison takes no responsibility for the accuracy
thereof.
Neither Con Edison, the Trustee nor the Underwriter will have any
responsibility or obligation to Participants, or the persons for whom they act
as nominees, with respect to the accuracy of the records of DTC, its nominee or
any Participant with respect to any ownership interest in the Debentures, or
payments to, or the providing of notice for, Participants or Beneficial Owners.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") between Con Edison and Salomon Brothers Inc (the
"Underwriter"), Con Edison has agreed to sell to the Underwriter, and the
Underwriter has agreed to purchase, the Debentures. The Underwriting Agreement
provides that the obligations of the Underwriter are subject to certain
conditions precedent and that the Underwriter will be obligated to purchase all
of the Debentures if any are purchased.
The Underwriter has advised Con Edison that it proposes initially to offer
the Debentures to the public at the Initial Public Offering Price set forth on
the cover page of this Prospectus Supplement, and to certain dealers at such
price less a concession not in excess of .35% of the principal amount of the
Debentures. The Underwriter may allow, and such dealers may reallow, a discount
not in excess of .25% of the principal amount to certain brokers and other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
The Debentures are a new issue of securities with no established trading
market. Con Edison has been advised by the Underwriter that it intends to make a
market in the Debentures but is not obligated to do so and may discontinue any
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Debentures. The Debentures will not be
listed on any securities exchange.
Con Edison has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
S-4
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No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus Supplement or the Prospectus in
connection with the offer made by this Prospectus Supplement and the Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by Con Edison or the Underwriter. Neither the
delivery of this Prospectus Supplement and the Prospectus nor any sale made
hereunder and thereunder shall under any circumstance create an implication that
there has been no change in the affairs of Con Edison since the date hereof.
This Prospectus Supplement and the Prospectus do not constitute an offer or
solicitation by anyone in any state in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
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TABLE OF CONTENTS
Prospectus Supplement
Page
Use of Proceeds .................S-2
Description of Debentures........S-2
Underwriting.....................S-4
Prospectus
Available Information..............2
Incorporation of Certain Documents by
Reference .........................2
Con Edison.........................3
Use of Proceeds....................4
Ratio of Earnings to Fixed Charges4
Description of Securities..........4
Plan of Distribution..............13
Legal Matters.....................14
Experts...........................14
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$330,000,000
Con Edison
6.45% Debentures,
Series 1997 B
Due December 1, 2007
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PROSPECTUS SUPPLEMENT
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Salomon Brothers Inc
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PROSPECTUS
Consolidated Edison Company of New York, Inc.
Debt Securities
Consolidated Edison Company of New York, Inc. ("Con Edison") may issue
from time to time up to $655,000,000 aggregate principal amount of unsecured
debt securities ("Securities") under terms to be determined at the time of sale.
The Securities may be issued in one or more series with the same or various
maturities, at or above par or with an original issue discount. The specific
designation, aggregate principal amount, maturity, purchase price, rate (which
may be fixed or variable) and time of payment of any interest, any sinking fund,
any subordination provisions, any redemption or repurchase terms and other
specific terms of the Securities in respect of which this Prospectus is being
delivered ("Offered Securities") are set forth in an accompanying supplement to
this Prospectus (the "Prospectus Supplement"), together with the terms of
offering of the Offered Securities. This Prospectus may not be used to
consummate sales of Securities unless accompanied by a Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The Securities will be offered through one or more underwriters. The
underwriters' discount will be set forth in, or may be calculated from, the
Prospectus Supplement, and the net proceeds to Con Edison from the offering of
any Offered Securities will be the public offering price of the Offered
Securities less such discount, and less the other expenses of Con Edison
associated with the issuance and distribution of the Offered Securities. See
"Plan of Distribution."
The date of this Prospectus is November 7, 1997.
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CERTAIN PERSONS PARTICIPATING IN AN OFFERING MADE HEREBY MAY ENGAGE
IN TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE
OF THE OFFERED SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING AND
SHORT-COVERING TRANSACTIONS IN SUCH OFFERED SECURITIES, AND THE IMPOSITION
OF A PENALTY BID, IN CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
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AVAILABLE INFORMATION
Con Edison is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission. Such reports,
proxy statements and other information are filed by Con Edison through the
Commission's Electronic Data Gathering, Analysis and Retrieval system and are
publicly available through the Commission's Web site (http://www.sec.gov). Such
material can also be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549; at the Commission's New York Regional Office, 7 World
Trade Center, 13th Floor, New York, New York 10048; and at its Chicago Regional
Office, Northwest Atrium Center, 500 West Madison Street, 14th Floor, Chicago,
Illinois 60661. Copies of such material also can be obtained at prescribed rates
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material also can be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
the Chicago Stock Exchange, 120 South LaSalle Street, Chicago, Illinois 60605
and the Pacific Stock Exchange, 301 Pine Street, San Francisco, California
94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Con Edison's Annual Report on Form 10-K for the year ended December 31,
1996 ("1996 Form 10-K"), Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1997, June 30, 1997 and September 30, 1997 and Current
Reports on Form 8-K, dated March 13, 1997, June 17, 1997, August 29, 1997 and
September 23, 1997 which have been filed with the Securities and Exchange
Commission (File No. 1-1217), are incorporated by reference in this Prospectus.
All documents filed by Con Edison pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 on or after the date of this
Prospectus and prior to the termination of the offering of the Securities, shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement herein or in any subsequently filed document which also
is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Con Edison will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents that have been incorporated by reference in this
Prospectus, except that exhibits to such documents shall not be provided unless
they are specifically incorporated in such documents. Requests should be
directed to Con Edison Investor Services Center, P.O. Box 149, Cooper Station,
New York, New York 10003 (Telephone No.: 800-522-5522).
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No person is authorized to give any information or to make any
representations other than as contained in this Prospectus or the Prospectus
Supplement in connection with the offer contained in this Prospectus and the
Prospectus Supplement and, if given or made, such information or representations
must not be relied upon as having been authorized. This Prospectus and the
Prospectus Supplement do not constitute an offer to sell or a solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus and the Prospectus Supplement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of Con Edison since the date hereof, or that the information herein
is correct as of any time since its date.
CON EDISON
Con Edison, incorporated in New York State in 1884, supplies electric
service in all of New York City (except part of Queens), and in most of
Westchester County, New York. It supplies gas in Manhattan, The Bronx and part
of Queens and Westchester, and steam in part of Manhattan. State and municipal
customers within Con Edison's service territory receive electric service through
Con Edison's facilities from the New York Power Authority. Con Edison's
principal office is located at 4 Irving Place, New York, New York 10003
(Telephone No.: 212-460-4600).
The New York State Public Service Commission ("PSC"), by order issued and
effective May 20, 1996 in its "Competitive Opportunities" proceeding, endorsed a
fundamental restructuring of the electric utility industry in New York State,
based on competition in the generation and energy services sectors of the
industry. The PSC, by order issued and effective September 23, 1997, approved an
amended and restated settlement agreement, dated September 19, 1997, between Con
Edison, the PSC staff and certain other parties (the "Settlement Agreement").
The Settlement Agreement provides for a transition to a competitive
electric market by instituting "retail access;" a rate plan for the period
ending March 31, 2002 (the "Transition"); a reasonable opportunity to recover
electric "strandable costs;" the divestiture by Con Edison to unaffiliated third
parties of at least 50 percent of its New York City fossil-fueled generating
capacity; and, subject to shareholder and other approvals, a corporate
reorganization into a holding company structure.
For additional information about the Settlement Agreement and changes to
Con Edison's business, see "Liquidity and Capital Resources - Competition and
Restructuring and PSC Settlement Agreement" in Item 7 of Con Edison's 1996 Form
10-K, Con Edison's Current Report on Form 8-K, dated September 23, 1997, and
"Liquidity and Capital Resources - PSC Settlement Agreement" in Item 2 of Con
Edison's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1997.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net
proceeds to be received by Con Edison from the sale of the Securities will be
added to the general funds of Con Edison and will be used for general corporate
purposes, including the repayment of short-term debt, if any, the retirement or
refinancing of other securities, and the funding of construction expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Con Edison's ratio of earnings to fixed
charges for the periods indicated:
Twelve Months Ended Year Ended December 31,
September 30, 1997 1996 1995 1994 1993 1992
4.05 4.18 4.20 4.58 4.19 3.93
The ratio of earnings to fixed charges has been computed based upon
net income plus Federal income tax, Federal income tax deferred, investment tax
credits deferred and fixed charges. Fixed charges include interest on long-term
debt and other interest expense, amortization of debt expense, discount and
premium, and the interest component of rentals.
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture, dated as of December
1, 1990, between Con Edison and The Chase Manhattan Bank, as Trustee
("Trustee"), (successor to The Chase Manhattan Bank (National Association)), as
amended and supplemented by a First Supplemental Indenture, dated as of March 6,
1996 (the Indenture, as amended and supplemented, is herein referred to as the
"Indenture"), copies of which are included as exhibits to the registration
statement of which this Prospectus is a part. Con Edison may also enter into one
or more additional indentures with other trustees with respect to certain of the
Securities. Any such indenture would contain covenants and other provisions
similar to those described below. Reference is made to the Prospectus Supplement
regarding any additional indentures under which Offered Securities will be
issued.
The Securities will be unsecured general obligations of Con Edison ranking
equally and ratably in right of payment with the unsecured debt securities of
Con Edison issued under the Indenture that are not subordinated obligations of
Con Edison ("Subordinated Securities") and the unsecured promissory notes of Con
Edison issued as collateral for, and in consideration of the net proceeds of, a
like amount of tax-exempt revenue bonds issued by New York State Energy Research
and Development Authority; provided, however, that if so provided in the
Prospectus Supplement relating to a series of Offered Securities, the Offered
Securities will be Subordinated Securities.
There is no requirement that future issues of debt securities of Con
Edison be issued under the Indenture, and Con Edison will be free to employ
other indentures or documentation, containing provisions different from those
included in the Indenture or applicable to one or more issues of Securities, in
connection with future issues of such other debt securities.
The Indenture does not specifically restrict the ability of Con Edison to
engage in transactions which could have the effect of increasing the ratio of
debt to equity capitalization of Con Edison or a successor corporation. For
example, the Indenture does not limit the amount of indebtedness of Con Edison,
the payment of dividends by Con Edison or the acquisition by Con Edison of any
of its equity securities. The Indenture also permits Con Edison to merge or
consolidate or to transfer its assets, subject to certain conditions (see
"Consolidation, Merger and Sale" below). Con Edison must obtain approvals from
state and/or federal regulatory bodies to merge or consolidate or, with limited
exceptions, to issue securities or transfer assets. For information about a
fundamental restructuring of the electric utility industry in New York State and
Con Edison, see "Con Edison."
The following summary of the Indenture does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the Indenture,
including the definitions therein of certain terms.
General: The Indenture provides that the Offered Securities and other
unsecured debt securities of the Company, without limitation as to aggregate
principal amount (collectively the "Indenture Securities"), may be issued in one
or more series, in each case as authorized from time to time by Con Edison.
Reference is made to the Prospectus Supplement relating to the Offered
Securities for the following terms:
(1) the title of the Offered Securities;
(2) the aggregate principal amount of the Offered Securities;
(3) the percentage of the principal amount representing the price
for which the Offered Securities shall be issued;
(4) the date or dates on which the principal of, and premium, if any,
on the Offered Securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at which the
Offered Securities shall bear interest, if any, or the method by
which such rate or rates shall be determined;
(6) if the amount of payments of the principal of, premium, if any, or
interest, if any, on the Offered Securities may be determined with
reference to an index, formula or other method, the manner in which
such amounts shall be determined;
(7) the date or dates from which any such interest shall accrue, or the
method by which such date or dates shall be determined, the dates on
which any such interest shall be payable and any record dates
therefor;
(8) the place or places where the principal of, and premium, if any,
and interest, if any, on the Offered Securities shall be payable;
(9) the period or periods, if any, within which, the price or prices at
which, and the terms and conditions upon which the Offered
Securities may be redeemed, in whole or in part, at the option of
Con Edison;
(10) the obligation, if any, of Con Edison to redeem, purchase or repay
the Offered Securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof and the period or
periods within which, the price or prices at which, and the terms
and conditions upon which the Offered Securities shall be redeemed,
purchased or repaid pursuant to such obligation;
(11) whether the Offered Securities are to be issued in whole or in part
in the form of one or more Global Securities and, if so, the
identity of the Depositary for such Global Security or Global
Securities;
(12) if other than $1,000 or an integral multiple thereof,
the denominations in which the Offered Securities shall be issued;
(13) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities payable upon declaration
of acceleration of the maturity of the Offered Securities;
(14) any deletions from or modifications of or additions to the Events of
Default set forth in Section 6.01 of the Indenture pertaining to the
Offered Securities;
(15) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the Offered Securities
prior to the maturity thereof pursuant to Section 12.02 of the
Indenture (see "Satisfaction and Discharge of Indenture;
Defeasance");
(16) the terms, if any, upon which Con Edison may elect not to
pay interest on an interest payment date;
(17) the provisions, if any, relating to the subordination of the
Offered Securities pursuant to Article 15 of the Indenture (see
"Subordination"); and
(18) any other terms of the Offered Securities not inconsistent with
the provisions of the Indenture and not adversely affecting the
rights of any other series of Indenture Securities then
outstanding. (Section 2.03)
Con Edison may authorize the issuance and provide for the terms of a
series of Indenture Securities pursuant to a resolution of its Board of Trustees
or any duly authorized committee thereof or pursuant to a supplemental
indenture. The provisions of the Indenture described above permit Con Edison, in
addition to issuing Indenture Securities with terms different from those of
Indenture Securities previously issued, to "reopen" a previous issue of a series
of Indenture Securities and to issue additional Indenture Securities of such
series.
The Indenture Securities will be issued only in registered form without
coupons and, unless otherwise provided with respect to a series of Indenture
Securities, in denominations of $1,000 and integral multiples thereof. (Section
2.02) Indenture Securities of a series may be issued in whole or in part in the
form of one or more Global Securities (see "Global Securities"). One or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the aggregate principal amount of outstanding Indenture Securities of
the series to be represented by such Global Security or Global Securities.
(Section 2.01) No service charge will be made for any transfer or exchange of
Indenture Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 2.05)
One or more series of the Indenture Securities may be issued with the same
or various maturities at par or at a discount. Offered Securities bearing no
interest or interest at a rate which at the time of issuance is below the market
rate ("Original Issue Discount Securities") will be sold at a discount (which
may be substantial) below their stated principal amount. Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.
Subordination: If the Prospectus Supplement relating to a particular
series of Indenture Securities so provides, such securities will be Subordinated
Securities and the payment of the principal of, premium, if any, and interest on
the Subordinated Securities will be subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness to the extent set forth
in the next paragraph. (Section 15.01)
In the event (a) of any distribution of assets of Con Edison in
bankruptcy, reorganization or receivership proceedings, or upon an assignment
for the benefit of creditors, or any other marshalling of assets and liabilities
of Con Edison, except for a distribution in connection with a consolidation,
merger, sale, transfer or lease permitted under the Indenture (see
"Consolidation, Merger and Sale"), or (b) the principal of any Senior
Indebtedness shall have been declared due and payable by reason of an event of
default with respect thereto and such event of default shall not have been
rescinded, then the holders of Subordinated Securities will not be entitled to
receive or retain any payment, or distribution of assets of Con Edison, in
respect of the principal of, premium, if any, and interest on the Subordinated
Securities until the holders of all Senior Indebtedness receive payment of the
full amount due in respect of the principal of, premium, if any, and interest on
the Senior Indebtedness or provision for such payment on the Senior Indebtedness
shall have been made. (Section 15.02)
Subject to the payment in full of all Senior Indebtedness, the holders of
the Subordinated Securities shall be subrogated to the rights of the holders of
the Senior Indebtedness to receive payments or distributions applicable to the
Senior Indebtedness until all amounts owing on the Subordinated Securities shall
be paid in full. (Section 15.03)
"Senior Indebtedness" means all indebtedness of Con Edison for the
repayment of money borrowed (whether or not represented by bonds, debentures,
notes or other securities) other than the indebtedness evidenced by the
Subordinated Securities and any indebtedness subordinated to, or subordinated on
parity with, the Subordinated Securities. "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others to Con Edison.
(Section 15.01)
The Indenture does not limit the aggregate amount of Senior Indebtedness
that Con Edison may issue. As of December 31, 1996, $4.1 billion of Senior
Indebtedness was outstanding.
Redemption: If the Prospectus Supplement relating to a particular series
of Indenture Securities so provides, such securities will be subject to
redemption at the option of Con Edison. Notice of any redemption of Indenture
Securities shall be given to the registered holders of such securities not less
than 30 days nor more than 60 days prior to the date fixed for redemption. If
less than all of a series of Indenture Securities are to be redeemed, the
Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Indenture Securities of such series or portions
thereof to be redeemed.
Global Securities: The Indenture Securities of a series may be issued in
whole or in part in the form of one or more Global Securities that will be
deposited with, or on behalf of, the Depositary identified in the Prospectus
Supplement relating thereto. Unless and until it is exchanged in whole or in
part for Indenture Securities in definitive form, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary. (Sections
2.01 and 2.05)
The specific terms of the depositary arrangement with respect to any
Indenture Securities of a series will be described in the Prospectus Supplement
relating thereto. Con Edison anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book entry registration and transfer system, the
respective principal amounts of the Indenture Securities represented by such
Global Security to the accounts of institutions that have accounts with such
Depositary ("participants"). The accounts to be credited shall be designated by
the underwriters through which such Indenture Securities were sold. Ownership of
beneficial interests in a Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary
for such Global Security or by participants or persons that hold through
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Indenture Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Global Security will not
be entitled to have Indenture Securities of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Indenture Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture.
Payments of principal of, premium, if any, and interest, if any, on
Indenture Securities registered in the name of or held by a Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Indenture
Securities. None of Con Edison, the Trustee or any paying agent for such
Indenture Securities will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in a Global Security for such Indenture Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Con Edison expects that the Depositary for Indenture Securities of a
series, upon receipt of any payment of principal, premium, if any, or interest,
if any, in respect of a Global Security will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary. Con Edison also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities registered in "street
name," and will be the responsibility of such participants.
If a Depositary for Indenture Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor depositary is not
appointed by Con Edison within 90 days, Con Edison will issue Indenture
Securities of such series in definitive form in exchange for the Global Security
or Global Securities representing the Indenture Securities of such series. In
addition, Con Edison may at any time and in its sole discretion determine not to
have any Indenture Securities of a series represented by one or more Global
Securities and, in such event, will issue Indenture Securities of such series in
definitive form in exchange for the Global Security or Global Securities
representing such Indenture Securities. Further, if Con Edison so specifies with
respect to the Indenture Securities of a series, each person specified by the
Depositary of the Global Security representing Indenture Securities of such
series may, on terms acceptable to Con Edison and the Depositary for such Global
Security, receive Indenture Securities of the series in definitive form. In any
such instance, each person so specified by the Depositary of the Global Security
will be entitled to physical delivery in definitive form of Indenture Securities
of the series represented by such Global Security equal in principal amount to
such person's beneficial interest in the Global Security.
Payments and Paying Agents: Payment of principal of and premium, if any,
on Indenture Securities will be made against surrender of such Indenture
Securities at the Con Edison Investor Services Center, 4 Irving Place, Room
215-S, New York, New York 10003. Unless otherwise indicated in the Prospectus
Supplement, payment of any installment of interest on Indenture Securities will
be made to the person in whose name such Indenture Security is registered at the
close of business on the record date for such interest. Unless otherwise
indicated in the Prospectus Supplement, payments of such interest will be made
at the Con Edison Investor Services Center, or by a check mailed to each holder
of an Indenture Security at such holder's registered address.
All moneys paid by Con Edison to a paying agent for the payment of
principal of, premium, if any, or interest, if any, on any Indenture Security
that remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to Con Edison and the
holder of such Indenture Security entitled to receive such payment will
thereafter look only to Con Edison for payment thereof. (Section 12.05) However,
any such payment shall be subject to escheat pursuant to state abandonment
property laws.
Consolidation, Merger and Sale: The Indenture permits Con Edison, without
the consent of the holders of any of the Indenture Securities, to consolidate
with or merge into any other corporation or sell, transfer or lease its assets
as an entirety or substantially as an entirety to any person, provided that: (i)
the Successor is a corporation organized under the laws of the United States of
America or any state thereof; (ii) the Successor assumes Con Edison's
obligations under the Indenture and the Indenture Securities; (iii) immediately
after giving effect to the transaction, no Event of Default (see "Default and
Certain Rights on Default") and no event that, after notice or lapse of time, or
both, would become an Event of Default, shall have occurred and be continuing;
and (iv) certain other conditions are met. (Section 11.02) The Indenture does
not restrict the merger of another corporation into Con Edison.
Modification of the Indenture: The Indenture contains provisions
permitting Con Edison and the Trustee, without the consent of the holders of the
Indenture Securities, to establish, among other things, the form and terms of
any series of Indenture Securities issuable thereunder by one or more
supplemental indentures, and, with the consent of the holders of a majority in
aggregate principal amount of the Indenture Securities of any series at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture with respect
to Indenture Securities of such series, or modifying in any manner the rights of
the holders of the Indenture Securities of such series; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity, or the
earlier optional date of maturity, if any, of any Indenture Security of a
particular series 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 provided in the Indenture Security, without
the consent of the holder of each Indenture Security so affected, or (ii) reduce
the principal amount of Indenture Securities of any series, the holders of which
are required to consent to any such supplemental indenture, without the consent
of the holders of all Indenture Securities of such series outstanding
thereunder.
(Sections 10.01 and 10.02)
Default and Certain Rights on Default: The Indenture provides that the
Trustee or the holders of 25% or more in aggregate principal amount of Indenture
Securities of a series outstanding thereunder may declare the principal of all
Indenture Securities of such series to be due and payable immediately, if any
Event of Default with respect to such series of Indenture Securities shall occur
and be continuing. However, if all defaults with respect to Indenture Securities
of such series (other than non-payment of accelerated principal) are cured, the
holders of a majority in aggregate principal amount of the Indenture Securities
of such series outstanding thereunder may waive the default and rescind the
declaration and its consequences. Events of Default with respect to a series of
Indenture Securities include (unless specifically deleted in the supplemental
indenture or Board Resolution under which such series of Indenture Securities is
issued, or modified in any such supplemental indenture):
(i) failure to pay interest when due on any Indenture Security of
such series, continued for 30 days;
(ii) failure to pay principal or premium, if any, when due on any
Indenture Security of such series;
(iii) failure to perform any other covenant of Con Edison in the Indenture
or the Indenture Securities of such series (other than a covenant
included in the Indenture or the Indenture Securities solely for the
benefit of series of Indenture Securities other than such series),
continued for 60 days after written notice from the Trustee or the
holders of 25% or more in aggregate principal amount of the
Indenture Securities of such series outstanding thereunder;
(iv) certain events of bankruptcy, insolvency or reorganization; and
(v) any other Event of Default as may be specified for such series.
(Section 6.01)
The Indenture provides that the holders of a majority in aggregate
principal amount of the Indenture Securities of any series outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting any proceeding for any remedy available to, or exercising any
power or trust conferred upon, the Trustee with respect to Indenture Securities
of such series and may on behalf of all holders of Indenture Securities of such
series waive any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the principal of
or premium, if any, or interest on any of the Indenture Securities of such
series. (Section 6.06)
Holders of Indenture Securities of any series may not institute any
proceeding to enforce the Indenture unless the Trustee thereunder shall have
refused or neglected to act for 60 days after a request and offer of
satisfactory indemnity by the holders of 25% or more in aggregate principal
amount of the Indenture Securities of such series outstanding thereunder, but
the right of any holders of Indenture Securities of any series to enforce
payment of principal of or premium, if any, or interest on his Indenture
Securities when due shall not be impaired. (Section 6.04)
The Trustee is required to give the holders of Indenture Securities of any
series notice of defaults with respect to such series (Events of Default
summarized above, exclusive of any grace period and irrespective of any
requirement that notice of default be given) known to it within 90 days after
the happening thereof, unless cured before the giving of such notice, but,
except for defaults in payments of principal of, premium, if any, or interest on
the Indenture Securities of such series, the Trustee may withhold notice if and
so long as it determines in good faith that the withholding of such notice is in
the interests of such holders. (Section 6.07)
Con Edison is required to deliver to the Trustee each year an Officers'
Certificate stating whether such officers have obtained knowledge of any default
by Con Edison in the performance of certain covenants and, if so, specifying the
nature thereof. (Section 4.06)
Concerning the Trustee: The Indenture provides that the Trustee shall,
prior to the occurrence of any Event of Default with respect to the Indenture
Securities of any series and after the curing or waiving of all Events of
Default with respect to such series which have occurred, perform only such
duties as are specifically set forth in the Indenture. During the existence of
any Event of Default with respect to the Indenture Securities of any series, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture with respect to such series and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs. (Section 7.01)
The Trustee may acquire and hold Indenture Securities and, subject to
certain conditions, otherwise deal with Con Edison as if it were not Trustee
under the Indenture. (Section 7.04)
The Chase Manhattan Bank, which is the Trustee under the Indenture,
participates in providing Con Edison's bank line of credit, and is a depository
for funds and performs other services for, and transacts other banking business
with, Con Edison in the normal course of business.
Satisfaction and Discharge of Indenture; Defeasance: The Indenture may be
discharged upon payment of the principal of, premium, if any, and interest on
all the Indenture Securities and all other sums due under the Indenture. In
addition, the Indenture provides that if, at any time after the date of the
Indenture, Con Edison, if so permitted with respect to Indenture Securities of a
particular series, shall deposit with the Trustee, in trust for the benefit of
the holders thereof, (i) funds sufficient to pay, or (ii) such amount of
obligations issued or guaranteed by the United States of America as will, or
will together with the income thereon without consideration of any reinvestment
thereof, be sufficient to pay, all sums due for principal of, premium, if any,
and interest on the Indenture Securities of such series, as they shall become
due from time to time, and certain other conditions are met, the Trustee shall
cancel and satisfy the Indenture with respect to such series to the extent
provided therein. (Sections 12.01 and 12.02) The Prospectus Supplement
describing the Indenture Securities of such series will more fully describe the
provisions, if any, relating to such cancellation and satisfaction of the
Indenture with respect to such series.
Reports Furnished Securityholders: Con Edison will furnish the holders
of Indenture Securities copies of all annual financial reports distributed
to its stockholders generally as soon as practicable after the mailing of
such material to the stockholders. (Section 4.07)
PLAN OF DISTRIBUTION
Con Edison will offer the Securities through one or more underwriters. The
names of the managing underwriter or underwriters and any other underwriters,
and the terms of the transaction, including compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement relating to the
offering of the Offered Securities. Only underwriters named in a Prospectus
Supplement will be deemed to be underwriters in connection with the Offered
Securities described therein. Firms not so named will have no direct or indirect
participation in the underwriting of such Offered Securities, although such a
firm may participate in the distribution of such Offered Securities under
circumstances entitling it to a dealer's commission. It is anticipated that any
underwriting agreement pertaining to any Offered Securities will (1) entitle the
underwriters to indemnification by Con Edison against certain civil liabilities
under the Securities Act of 1933, as amended, or to contribution for payments
the underwriters may be required to make in respect thereof, (2) provide that
the obligations of the underwriters will be subject to certain conditions
precedent, and (3) provide that the underwriters generally will be obligated to
purchase all Offered Securities if any are purchased. The underwriters may
engage in transactions with, or perform services for, Con Edison in the ordinary
course of business.
In connection with an offering made hereby, the underwriters may purchase
and sell the Offered Securities in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover short
positions created by the underwriters in connection with an offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or delaying a decline in the market price of the Offered Securities,
and short positions created by the underwriters involve the sale by the
underwriters of a greater aggregate principal amount of Offered Securities than
they are required to purchase from Con Edison. The underwriters also may impose
a penalty bid, whereby selling concessions allowed to broker-dealers in respect
of the Offered Securities sold in the offering may be reclaimed by the
underwriters if such Offered Securities are repurchased by the underwriters in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the Offered Securities, which may be
higher than the price that might otherwise prevail in the open market; and these
activities, if commenced, may be discontinued at any time. These transactions
may be affected in the over-the-counter market or otherwise.
The anticipated date of delivery of the Offered Securities will be as set
forth in the Prospectus Supplement relating to the offering of such Securities.
LEGAL MATTERS
The validity of the Securities and certain other related legal matters
will be passed upon for Con Edison by Peter J. O'Shea, Jr., Esq., Senior Vice
President and General Counsel. Certain legal matters in connection with the
Securities will be passed upon for the Underwriters by Dewey Ballantine LLP,
1301 Avenue of the Americas, New York, New York 10019-6092.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to Con Edison's 1996 Form 10-K for the year ended December 31, 1996,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.