SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 12, 2000
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 ID. Number
1-1217 Consolidated Edison Company New York 13-5009340
of New York, Inc.
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 December 12, 2000, Consolidated Edison Company of New York, Inc. (the
"Company") entered into an underwriting agreement with Morgan Stanley & Co.
Incorporated for the sale of $350 million aggregate principal amount of the
Company's 6.625% Debentures, Series 2000 C (the "Debentures"). The Debentures
were registered under the Securities Act of 1933 pursuant to a Registration
Statement on Form S-3 (No. 333-50236, declared effective November 30, 2000)
relating to $765 million aggregate principal amount of unsecured debt securities
of the Company, of which $265 million has been carried over from Registration
Statement No. 333-43816. 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
(c) 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 Robert P. Stelben
Robert P. Stelben
Vice President and Treasurer
DATE: December 12, 2000
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Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1 Underwriting Agreement
relating to the Debentures.
4 Form of Debenture.
UNDERWRITING AGREEMENT
December 12, 2000
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 November 1, 1999, as
filed as Exhibit 1.2 to Registration Statement No. 333-90385 (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: 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:
MORGAN STANLEY & CO. INCORPORATED
By: Harold J. Hendershot III
Harold J. Hendershot III
Vice President
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
MORGAN STANLEY & CO. INCORPORATED $350,000,000
Total $350,000,000
SCHEDULE II
Title of Designated Securities:
6.625% Debentures, Series 2000 C.
Aggregate principal amount:
$350,000,000
Price to Public:
Initially 99.348% of the principal amount of the Designated Securities,
plus accrued interest, if any, from December 15, 2000 to the date of
delivery, and thereafter at market prices prevailing at the time of sale
or at negotiated prices.
Purchase Price by Underwriters:
99.1896% of the principal amount of the Designated Securities, plus
accrued interest, if any, from December 15, 2000 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 December 1, 1990, between the Company and The Chase
Manhattan Bank, 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, as Trustee.
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Maturity:
December 15, 2005.
Interest Rate:
As set forth in the prospectus supplement, dated December 12, 2000, for
the Designated Securities (the "Prospectus Supplement") to the prospectus,
dated November 30, 2000 (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. 333-50236, declared effective by
the SEC on November 30, 2000).
Interest Payment Dates:
As set forth in the Prospectus Supplement.
Redemption Provisions:
None.
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on December 15, 2000.
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 second sentence of the fifth paragraph, and the
last paragraph of the section entitled "Underwriting" on page S-5 of the
Prospectus Supplement.
Address of Representative:
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: Hal Hendershot III
Vice President
Captions in the Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
Description of Securities
Description of Debentures
Modification of Basic Provisions
Delete Section 6 (d) of the Basic Provisions in its entirety and substitute the
following:
"The Representative shall have received at the Time of Delivery a letter from
PricewaterhouseCoopers LLP, dated the Time of Delivery, substantially in the
form theretofore supplied to and deemed satisfactory by the Representative."
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.
6.625% DEBENTURES, SERIES 2000 C
INTEREST RATE MATURITY DATE CUSIP
6.625% per annum December 15, 2005 209111 DN 0
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000)
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, the principal sum stated above and to pay
interest thereon from December 15, 2000, or from the most recent interest
payment date to which interest has been duly paid or provided for, initially on
June 15, 2001 and thereafter semi-annually on June 15 and December 15 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 last 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 6.625% Debentures, Series 2000
C (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, 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.
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 $1000 and any integral multiples of $1000 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 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.
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 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 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.
THE CHASE MANHATTAN BANK,
as Trustee
By Authorized Officer
Dated: December 15, 2000