SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 19, 2002
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 19, 2002, Consolidated Edison Company of New York, Inc. (the
"Company") completed, pursuant to an underwriting agreement, dated December 12,
2002, between the Company and Salomon Smith Barney Inc. and Morgan Stanley & Co.
Incorporated as representatives of the underwriters named therein, the sale of
$500 million aggregate principal amount of the Company's 4.875% Debentures,
Series 2002 B (the "Debentures"). The Debentures were registered under the
Securities Act of 1933 (the "Act") pursuant to Registration Statement on Form
S-3 (No. 333-101227) relating to $950 million aggregate principal amount of
unsecured debt securities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1 Underwriting Agreement relating to the Debentures.
4 Form of Debenture.
5 Opinion and consent of Peter A. Irwin, Esq.,
Vice President, Legal Services.
23 Consent of Peter A. Irwin, Esq., Vice President, Legal Services
(included as part of Exhibit 5).
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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 /s/ Robert P. Stelben
Robert P. Stelben
Vice President and Treasurer
DATE: December 19, 2002
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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.
5 Opinion and consent of Peter A. Irwin, Esq.,
Vice President, Legal Services.
23 Consent of Peter A. Irwin, Esq., Vice President, Legal Services
(included as part of Exhibit 5).
UNDERWRITING AGREEMENT
December 12, 2002
To the Representatives 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 representatives named on the signature page hereof (the "Representatives")
represent that the Underwriters have authorized the Representatives 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 Representatives 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: /s/ 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:
SALOMON SMITH BARNEY INC. MORGAN STANLEY & CO. INCORPORATED
By: /s/ Howard Hiller By: /s/ Harold Hendershot
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Howard Hiller Harold Hendershot
Managing Director Executive Director
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Salomon Smith Barney Inc. $150,000,000
Morgan Stanley & Co. Incorporated 150,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated. 55,000,000
Goldman, Sachs & Co. 30,000,000
JP Morgan Securities Inc. 30,000,000
Lehman Brothers Inc. 30,000,000
Banc One Capital Markets, Inc. 15,000,000
BNY Capital Markets, Inc. 15,000,000
HSBC Securities (USA) Inc. 15,000,000
M.R. Beal & Company 5,000,000
The Williams Capital Group, L.P. 5,000,000
Total $500,000,000
SCHEDULE II
Title of Designated Securities:
4.875% Debentures, Series 2002 B.
Aggregate principal amount:
$500,000,000
Price to Public:
Initially 99.823% of the principal amount of the Designated Securities,
plus accrued interest, if any, from December 19, 2002 to the date of
delivery, and thereafter at market prices prevailing at the time of
sale or at negotiated prices.
Purchase Price by Underwriters:
99.173% of the principal amount of the Designated Securities, plus
accrued interest, if any, from December 19, 2002 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 Representatives.
Indenture:
Indenture, dated as of December 1, 1990, between the Company and
JPMorgan Chase Bank (successor to 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:
February 1, 2013
Interest Rate:
4.875% per annum.
Interest Payment Dates:
February 1, 2003, and thereafter semi-annually on each August 1 and
February 1, except as otherwise provided in the Indenture.
Redemption Provisions:
As set forth in the prospectus supplement, dated December 12, 2002, for
the Designated Securities supplementing the prospectus, dated November
27, 2002, filed with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, in connection
with the Registration Statement on Form S-3 (No: 333-101227, declared
effective by the Commission on November 27, 2002).
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on December 19, 2002.
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
Address of Representatives:
Salomon Smith Barney Inc. Morgan Stanley & Co. Incorporated
388 Greenwich Street 1585 Broadway
New York, NY 10013 New York, NY 10036
Attention: Hal A. Clark Attention: Harold Hendershot
Managing Director Executive Director
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 4 (c) of the Basic Provisions in its entirety and substitute the
following:
"(a) To deliver to the Representatives conformed copies of the Registration
Statement, and each amendment thereto, including exhibits thereto and documents
incorporated by reference therein, and to furnish to the Underwriters copies of
the Prospectus, and each amendment or supplement thereto, in such quantities as
the Representatives may from time to time reasonably request, and, if the
delivery of a prospectus is required at any time in connection with the offering
or sale of the Designated Securities and if at that time any event shall have
occurred as a result of which the Prospectus would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when the Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during the same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act or the Exchange Act,
to notify the Representatives and upon its request to file the document and to
prepare and furnish without charge to the Underwriters and to any dealer in
securities as many copies as the Representatives may from time to time
reasonably request of an amended Prospectus or a supplement to the Prospectus
that will correct the statement or omission or effect compliance;"
Delete Section 6 (d) of the Basic Provisions in its entirety and substitute the
following:
"The Representatives 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 Representatives."
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.
4.875 % DEBENTURES, SERIES 2002 B
INTEREST RATE MATURITY DATE CUSIP
4.875% per annum February 1, 2013 209111 EA 7
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: FIVE HUNDRED MILLION DOLLARS ($500,000,000)
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York corporation
(hereinafter called the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to the registered holder named above or registered assigns, on
the maturity date stated above, unless redeemed prior thereto as hereinafter
provided, the principal sum stated above and to pay interest thereon from
December 19, 2002, or from the most recent interest payment date to which
interest has been duly paid or provided for, initially on February 1, 2003 and
thereafter semi-annually on February 1 and August 1 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 fifteenth 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 4.875% Debentures, Series 2002 B
(hereinafter called the "Debentures"), issued and to be issued under an
Indenture dated as of December 1, 1990 between the Company and JPMorgan Chase
Bank (formerly The Chase Manhattan Bank (successor to The Chase Manhattan Bank
(National Association))), Trustee (hereinafter called the "Trustee", which term
includes any successor trustee under the Indenture), as amended and supplemented
by the First Supplemental Indenture, dated as of March 6, 1996, between the
Company and the Trustee (hereinafter called the "Indenture"). Reference is made
to the Indenture and any supplemental indenture thereto for the provisions
relating, among other things, to the respective rights of the Company, the
Trustee and the holders of the Debentures, and the terms on which the Debentures
are, and are to be, authenticated and delivered.
The Company may redeem the Debentures in whole or in part, at its
option at any time, at a redemption price equal to the greater of (1) 100% of
the principal amount of the Debentures being redeemed or (2) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon (exclusive of interest accrued to the date of redemption) discounted to
the redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis
points, plus accrued interest on the principal amount being redeemed to the
redemption date.
"Comparable Treasury Issue" means the United States Treasury security
or securities selected by an Independent Investment Banker (as defined below) as
having an actual or interpolated maturity comparable to the remaining term of
the Debentures being redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Debentures.
"Comparable Treasury Price" means, with respect to any redemption date,
(1) the average of the Reference Treasury Dealer Quotations (as defined below)
for such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury
Dealers (as defined below) appointed by the Trustee after consultation with the
Company.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., their respective successors, and two
other primary U.S. Government securities dealers in The City of New York (a
"Primary Treasury Dealer") selected by the Company. If any Reference Treasury
Dealer shall cease to be a Primary Treasury Dealer, the Company will substitute
another Primary Treasury Dealer for that dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York
time on the third business day preceeding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity or interpolated
(on a day count basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
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Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption.
If an Event of Default (as defined in the Indenture) shall have
occurred and be continuing with respect to the Debentures, the principal hereof
may be declared, and upon such declaration shall become, due and payable, in the
manner, with such effect and subject to the conditions provided in the
Indenture. Any such declaration may be rescinded by holders of a majority in
principal amount of the outstanding Debentures if all Events of Default with
respect to the Debentures (other than the non-payment of principal of the
Debentures which shall have become due by such declaration) shall have been
remedied.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to the Indenture or to any supplemental indenture with respect to the
Debentures, or modifying in any manner the rights of the holders of the
Debentures; provided, however, that no such supplemental indenture shall (i)
extend the maturity of any Debenture, or reduce the principal amount thereof, or
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.
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 Directors, 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 an Executive 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.
JPMORGAN CHASE BANK,
as Trustee
By
Authorized Officer
Dated: December 19, 2002
December 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 at 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 sale of $500 million aggregate principal amount of the
Company's 4.875% Debentures, Series 2002 B (the "Debentures"). The Debentures
were issued under the Indenture, dated as of December 1, 1990, between Con
Edison of New York and JPMorgan Chase Bank (formerly The Chase Manhattan Bank
(successor to The Chase Manhattan Bank (National Association))), as 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". The Debentures were registered under the Securities Act of 1933
(the "Act") pursuant to Registration Statement on Form S-3 (No. 333-101227)
relating to $950 million aggregate principal amount of unsecured debt
securities.
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 Debentures have been duly authorized,
executed, issued and delivered by the Company, and assuming due authentication
in accordance with the Indenture, constitute valid and legally binding
obligations of the Company, enforceable in accordance with their terms, subject,
as to enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
I consent to the filing of this opinion with the Securities and
Exchange Commission. 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,
/s/ Peter A. Irwin
Peter A. Irwin