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: February 11, 2004
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 June 14, 2004, Consolidated Edison Company of New York, Inc. (the "Company")
entered into an underwriting agreement with HSBC Securities (USA) Inc. and J.P.
Morgan Securities Inc., as representatives for the underwriters named therein
for the sale of $275 million aggregate principal amount of the Company's 4.70%
Debentures, Series 2004 C, due 2009 (the "Series 2004 C Debentures"). The Series
2004 C Debentures were registered under the Securities Act of 1933 pursuant to
Registration Statement on Form S-3 (No. 333-114393, declared effective April 22,
2004) relating to $825,000,000 aggregate principal amount of unsecured debt
securities of the Company, of which $275 million has been carried over from
Registration Statement No. 333-104623.
On February 11, 2004, the Company completed, pursuant to an underwriting
agreement with Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as representatives for the underwriters named therein, the
sale of $200 million aggregate principal amount of the Company's 4.70%
Debentures, Series 2004 A, due 2014 (the "Series 2004 A Debentures") and $200
million aggregate principal amount of the Company's 5.70% Debentures, Series
2004 B, due 2034 (the "Series 2004 B Debentures"). The Series 2004 A Debentures
and the Series 2004 B Debentures were registered under the Securities Act of
1933 pursuant to Registration Statement on Form S-3 (No. 333-104623, declared
effective May 27, 2003) relating to $1,075,000,000 aggregate principal amount of
unsecured debt securities of the Company, of which $275 million has been carried
over from Registration Statement No. 333-101227.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index.
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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/ Joseph P. Oates
Joseph P. Oates
Vice President and Treasurer
DATE: June 16, 2004
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Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1.1 Underwriting Agreement relating to the Series 2004 A and
Series 2004 B Debentures.
1.2 Underwriting Agreement relating to the Series 2004 C Debentures.
4.1 Form of the Series 2004 A Debentures.
4.2 Form of the Series 2004 B Debentures.
4.3 Form of the Series 2004 C Debentures.
UNDERWRITING AGREEMENT
June 14, 2004
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/ Joseph P. Oates
Joseph P. Oates
Vice President and Treasurer
Confirmed and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:
HSBC SECURITIES (USA) INC. J.P. MORGAN SECURITIES INC.
By: /s/ John A. Campo By: /s/ Stephen L. Sheiner
Name: John A. Campo Name: Stephen L. Sheiner
Title: Managing Director Title: Vice President
SCHEDULE I
Principal Amount of
Designated Securities
Underwriters to be Purchased
HSBC Securities (USA) Inc. $ 123,750,000
J.P. Morgan Securities Inc. $ 123,750,000
Mellon Financial Markets, LLC $ 16,500,000
Loop Capital Markets, LLC $ 5,500,000
Samuel A. Ramirez & Co., Inc. $ 5,500,000
--------------
Total $275,000,000
============
SCHEDULE II
Title of Designated Securities:
4.70% Debentures, Series 2004 C.
Aggregate principal amount:
$275,000,000
Price to Public:
Initially 99.991% of the principal amount of the Designated Securities,
plus accrued interest, if any, from June 17, 2004 to the date of
delivery, and thereafter at market prices prevailing at the time of sale
or at negotiated prices.
Purchase Price by Underwriters:
99.391% of the principal amount of the Designated Securities, plus
accrued interest, if any, from June 17, 2004 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:
June 15, 2009
Interest Rate:
4.70% per annum.
Interest Payment Dates:
December 15, 2004, and thereafter semi-annually on each June 15 and
December 15, except as otherwise provided in the Indenture.
Redemption Provisions:
As set forth in the prospectus supplement, dated June 14, 2004, for the
Designated Securities supplementing the prospectus, dated April 22, 2004, 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 (333-114393, declared effective by the Commission on April
22, 2004).
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on June 17, 2004.
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:
The sentence regarding delivery of the Designated Securities on the
front cover of the Prospectus Supplement and the last paragraph under
the caption "Underwriting" on page S-7.
Address of Representatives:
HSBC Securities (USA) Inc.
452 Fifth Avenue, Tower 9
New York, New York 10018
Attention: Debt Capital Markets
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Attention: Investment Grade Syndicate Desk
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
Throughout the Basic Provisions, change references to "Representative" from
"Representative" to "Representatives."
In Section 1:
Add after subsection (m):
"(n) The documents incorporated by reference in the prospectus do not include
non-GAAP financial measures within the meaning of Regulation G or Item 10 of
Regulation S-K of the Commission."
- 4 -
Delete Section 4 (c) of the Basic Provisions in its entirety and substitute the
following:
"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.
4.70% DEBENTURES, SERIES 2004 A
INTEREST RATE MATURITY DATE CUSIP
4.70% per annum February 1, 2014 209111 EE 9
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: TWO HUNDRED MILLION DOLLARS ($200,000,000)
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
February 11, 2004, or from the most recent interest payment date to which
interest has been duly paid or provided for, initially on August 1, 2004, and
thereafter semi-annually on each 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 Bank of New York, 101 Barclay
Street, Stock Transfer Division, New York, New York or at the office of any
paying agent subsequently appointed pursuant to the Indenture. The interest on
this Debenture, when due and payable, shall be paid at The Bank of New York,
101 Barclay Street, Stock Transfer Division, New York, New York or at the
office of any paying agent subsequently appointed pursuant to the Indenture,
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.
-2-
This Debenture is one of a duly authorized series of an issue of unsecured debt
securities of the Company designated as its 4.70% Debentures, Series 2004 A
(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 15 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 Citigroup Global Markets Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, their respective
successors, and one other primary U.S. Government securities dealer 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.
-3-
"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.
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.
-4-
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.
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 Chief
Financial Officer and the Vice President and 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: February 11, 2004
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.
5.70% DEBENTURES, SERIES 2004 B
INTEREST RATE MATURITY DATE CUSIP
5.70% per annum February 1, 2034 209111 EF 6
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: TWO HUNDRED MILLION DOLLARS ($200,000,000)
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
February 11, 2004, or from the most recent interest payment date to which
interest has been duly paid or provided for, initially on August 1, 2004, and
thereafter semi-annually on each 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 Bank of New York, 101 Barclay
Street, Stock Transfer Division, New York, New York or at the office of any
paying agent subsequently appointed pursuant to the Indenture. The interest on
this Debenture, when due and payable, shall be paid at The Bank of New York,
101 Barclay Street, Stock Transfer Division, New York, New York or at the
office of any paying agent subsequently appointed pursuant to the Indenture,
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.
-2-
This Debenture is one of a duly authorized series of an issue of unsecured debt
securities of the Company designated as its 5.70% Debentures, Series 2004 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 Citigroup Global Markets Inc.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, their respective
successors, and one other primary U.S. Government securities dealer 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.
-3-
"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.
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.
-4-
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.
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 Chief
Financial Officer and the Vice President and 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: February 11, 2004
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.
4.70% DEBENTURES, SERIES 2004 C
INTEREST RATE MATURITY DATE CUSIP
4.70% per annum June 15, 2009 209111 EG 4
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: TWO HUNDRED SEVENTY FIVE MILLION DOLLARS ($275,000,000)
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 June
17, 2004, or from the most recent interest payment date to which interest has
been duly paid or provided for, initially on December 15, 2004, and thereafter
semi-annually on each 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 Bank of New York, 101 Barclay
Street, Stock Transfer Division, New York, New York, or at the office of any
paying agent subsequently appointed pursuant to the Indenture. The interest on
this Debenture, when due and payable, shall be paid at The Bank of New York, 101
Barclay Street, Stock Transfer Division, New York, New York, or at the office of
any paying agent subsequently appointed pursuant to the Indenture, 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.
-2-
This Debenture is one of a duly authorized series of an issue of unsecured debt
securities of the Company designated as its 4.70% Debentures, Series 2004 C
(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 10 basis
points, plus, in either case, 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 HSBC Securities (USA) Inc.
and J.P. Morgan Securities 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.
-3-
"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.
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.
-4-
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.
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 Chief
Financial Officer and the Vice President and 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: June 17, 2004
UNDERWRITING AGREEMENT
February 9, 2004
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.
- 2 -
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:
CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Hal A. Clark, III By: /s/ Karl Newlin
Name: Hal A. Clark, III Name: Karl Newlin
Title: Managing Director Title: Vice President
SCHEDULE I
Principal Amount of Principal Amount of
Series 2004 A Series 2004 B
Debentures Debentures
Underwriters to be Purchased to be Purchased
Citigroup Global Markets Inc. $ 54,000,000 $ 54,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated $ 54,000,000 $ 54,000,000
BNY Capital Markets, Inc. $ 20,000,000 $ 20,000,000
Banc One Capital Markets, Inc. $ 6,800,000 $ 6,800,000
Credit Suisse First Boston LLC $ 6,800,000 $ 6,800,000
Goldman, Sachs & Co. $ 6,800,000 $ 6,800,000
J.P. Morgan Securities Inc. $ 6,800,000 $ 6,800,000
KBC Financial Products USA Inc. $ 6,800,000 $ 6,800,000
Lehman Brothers Inc. $ 6,800,000 $ 6,800,000
McDonald Investments Inc. $ 6,800,000 $ 6,800,000
Mellon Financial Markets, LLC $ 6,800,000 $ 6,800,000
Morgan Stanley & Co. Incorporated $ 6,800,000 $ 6,800,000
Wachovia Capital Markets, LLC $ 6,800,000 $ 6,800,000
M.R. Beal & Company $ 2,000,000 $ 2,000,000
The Williams Capital Group, L.P. $ 2,000,000 $ 2,000,000
------------- -------------
Total $ 200,000,000 $ 200,000,000
============ ============
SCHEDULE II
Title of Designated Securities:
4.70% Debentures, Series 2004 A ("Series 2004 A").
5.70% Debentures, Series 2004 B ("Series 2004 B").
Aggregate principal amount:
$200,000,000 for Series 2004 A
$200,000,000 for Series 2004 B
Price to Public:
Series 2004 A
Initially 99.820% of the principal amount for Series 2004 A, plus accrued
interest, if any, from February 11, 2004 to the date of delivery, and
thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Series 2004 B
Initially 99.731% of the principal amount for Series 2004 B, plus accrued
interest, if any, from February 11, 2004 to the date of delivery, and
thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
Series 2004 A
99.170% of the principal amount for Series 2004 A, plus accrued interest,
if any, from February 11, 2004 to the date of delivery.
Series 2004 B
98.856% of the principal amount for Series 2004 B, plus accrued interest,
if any, from February 11, 2004 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.
- 2 -
Maturity:
Series 2004 A
February 1, 2014
Series 2004 B
February 1, 2034
Interest Rate:
Series 2004 A
4.70% per annum.
Series 2004 B
5.70% per annum.
Interest Payment Dates:
August 1, 2004, and thereafter semi-annually on each February 1 and August
1, except as otherwise provided in the Indenture.
Redemption Provisions:
As set forth in the prospectus supplement, dated February 9, 2004, for the
Designated Securities supplementing the prospectus, dated May 27, 2003, 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 (333-104623, declared effective by the Commission on May
27, 2003).
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on February 11, 2004.
Closing Location:
Room 1618-S at the Company, 4 Irving Place, New York, NY 10003.
- 3 -
Information furnished by or on behalf of the Underwriters for use in the
Prospectus for the Designated Securities:
The sentence regarding delivery of the Designated Securities on the front
cover of the Prospectus Supplement.
Address of Representatives:
Citigroup Global Markets Inc.
388 Greenwich Street, 34th Floor
New York, New York 10013
Attention: Henry A. Clark III
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center, 26th Floor
New York, New York 10080
Attention: Karl Newlin
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
Throughout the Basic Provisions, change references to "Representative" from
"Representative" to "Representatives."
In Section 1:
Delete subsection (m) Section 4 (c) of the Basic Provisions in its entirety and
substitute the following:
"The consolidated financial statements of the Company and its subsidiaries set
forth in the Registration Statement and Prospectus fairly present the financial
condition of the Company and its subsidiaries as of the dates indicated and the
results of operations and changes in cash flows for the periods therein
specified in conformity with generally accepted accounting principles
consistently applied throughout the periods involved (except as otherwise stated
therein). The consolidated financial statements of the Company, which were the
basis of the report by the Company (under Item 5) in its Current Report on Form
8-K, dated January 22, 2004, of its unaudited net revenues (operating revenues
less purchased power, fuel and gas purchased for resale), operating income and
net income for common stock for the year 2003, were prepared on a basis
substantially consistent with the financial statements referred to in the
preceding sentence and no adjustments are expected to be made thereto."
- 4 -
Add after subsection (m):
"(n) The documents incorporated by reference in the prospectus do not include
non-GAAP financial measures within the meaning of Regulation G or Item 10 of
Regulation S-K of the Commission."
Delete Section 4 (c) of the Basic Provisions in its entirety and substitute the
following:
"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."