Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
(Exact name of Registrant as specified in its charter)
New York 13-5009340
(State of incorporation) (I.R.S. Employer Identification No.)
4 Irving Place
New York, New York 10003
(212) 460-4600
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
JOAN S. FREILICH or PETER A. IRWIN, ESQ.
Executive Vice President and Vice President, Legal Services
Chief Financial Officer
4 Irving Place
New York, New York 10003
(212) 460-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Steven R. Loeshelle, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If the only securities registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. __
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. __
If this Form is filed to register additional securities for offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. _X_ 333-61008
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. __
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. __
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to Registered Offering Aggregate Registration Fee
Be Registered Price Per Unit Offering Price
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Debt Securities $47,000,000 100% $47,000,000 $4,324
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This Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b) under the
Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and the
General Instructions IV of Form S-3, both as promulgated under the Securities
Act of 1933, as amended. The contents of the Registration Statement on Form S-3
(File No. 333-61008) filed by the registrant with the Securities and Exchange
Commission on May 16, 2001, declared effective by the Commission on May 24,
2001, are incorporated by reference into, and shall be deemed part of, this
registration statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
All exhibits filed with or incoporated by reference in Registration
Statement No. 333-61008 are incorporated by reference into, and shall be
deemed a part of this, registration statement, except for the following, which
are filed herewith.
List of Exhibits.
5 - Opinion and consent of Peter A. Irwin., Esq., Vice President - Legal
Services of Con Edison of New York.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Opinion and consent of Peter A. Irwin., Esq., Vice President - Legal
Services of Con Edison of New York (included as part of Exhibit 5.)
24 - Power of Attorney
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York on the 19th day of
June, 2002.
Consolidated Edison Company of New York, Inc.
By Joan S. Freilich
Joan S. Freilich
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title
Eugene R. McGrath* Chairman of the Board of Trustees
and Chief Executive Officer and
Trustee (Principal Executive Officer)
Joan S. Freilich* Executive Vice President and Chief
Financial Officer and Trustee
(Principal Financial Officer)
Edward J. Rasmussen* Vice President and Controller
(Principal Accounting Officer)
Vincent A. Calarco* Trustee
George Campbell, Jr.* Trustee
Gordon J. Davis* Trustee
Ellen V. Futter* Trustee
Sally Hernandez-Pinero* Trustee
Peter W. Likins* Trustee
Richard A. Voell* Trustee
Stephen R. Volk* Trustee
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* Joan S. Freilich, pursuant to Powers of Attorney (executed by each of the
officers and Trustees listed above, and filed as Exhibit 24 hereto), by signing
her name hereto does hereby sign and execute this Registration Statement on
behalf of each of the officers and Trustees named above and indicated as signing
above in the capacities in which the name of each appears above.
Joan S. Freilich
June 19, 2002 Joan S. Freilich
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 21, 2002 relating to the
financial statements and financial statement schedules of Consolidated Edison
Company of New York, Inc., which appears in the combined Annual Report on Form
10-K of Consolidated Edison, Inc., Consolidated Edison Company of New York, Inc.
and Orange and Rockland Utilities, Inc. for the year ended December 31, 2001.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
New York, New York
June 19, 2002
June 19, 2002
Consolidated Edison Company
of New York, Inc.
4 Irving Place
New York, New York 10003
Re: Securities Being Registered Under the Securities Act of 1933
Ladies and Gentlemen:
I am the Vice President of Legal Services for Consolidated Edison Company
of New York, Inc. ("Con Edison of New York"). I and other members of Con Edison
of New York's Law Department have represented Con Edison of New York in
connection with the filing by Con Edison of New York with the Securities and
Exchange Commission of a Registration Statement on Form S-3 registering $47
million of unsecured debt securities of Con Edison of New York (the
"Securities") for issuance pursuant to Rule 462(b) under the Securities Act of
1933 (the "Registration Statement"). The Securities are to be issued under the
Indenture, dated as of December 1, 1990, between Con Edison of New York and
JPMorgan Chase Bank (successor to The Chase Manhattan Bank (National
Association)), as Trustee (the "Trustee"), as amended and supplemented by a
First Supplemental Indenture, dated as of March 6, 1996 (the Indenture, as so
amended and supplemented, is herein referred to as the "Indenture").
I have examined such documents as I have deemed necessary for the purpose
of this opinion, including (a) the Certificate of Incorporation and the By-Laws
of Con Edison of New York; (b) the Indenture; and (c) minutes of meetings of the
Board of Trustees of Con Edison of New York. It is my opinion that the
Securities will become the legal, valid and binding obligations of Con Edison of
New York in accordance with their terms upon:
1. the due authorization and execution of the Securities by Con Edison
of New York;
2. the due authentication and delivery of the Securities in
accordance with the Indenture; and
3. the receipt by Con Edison of New York of payment for the
Securities at the price and in accordance with the terms set forth
in the Registration Statement and the supplement or supplements to
the prospectus constituting a part thereof.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement. However, in giving
such consent, I do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations thereunder.
Very truly yours,
Peter A. Irwin
Peter A. Irwin
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day
of January, 2002.
Vincent A. Calarco
Vincent A. Calarco
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day
of January, 2002.
George Campbell, Jr.
George Campbell, Jr.
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day
of January, 2002.
Gordon J. Davis
Gordon J. Davis
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day
of January, 2002.
Joan S. Freilich
Joan S. Freilich
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day
of January, 2002.
Ellen V. Futter
Ellen V. Futter
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 16th day
of January, 2002.
Sally Hernandez-Pinero
Sally Hernandez-Pinero
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day
of January, 2002.
Peter W. Likins
Peter W. Likins
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day
of January, 2002.
Eugene R. McGrath
Eugene R. McGrath
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day
of January, 2002.
Edward J. Rasmussen
Edward J. Rasmussen
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day
of January, 2002.
Richard A. Voell
Richard A. Voell
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of
them (with full power to act without the others), the true and lawful
attorney-in-fact and agent for and on behalf of the undersigned, and in the
undersigned's name, place and stead, in the undersigned's capacity as Trustee or
Officer or both, as the case may be, of Consolidated Edison Company of New York,
Inc. ("Con Edison of New York") to sign one or more Registration Statements on
Form S-3 to be filed by Con Edison of New York with the Securities and Exchange
Commission for the registration under the Securities Act of 1933 not to exceed
$750 million of debt obligations of Con Edison of New York, and any and all
amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day
of January, 2002.
Stephen R. Volk
Stephen R. Volk