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: June 10, 2003
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
of New York, Inc. New York 13-5009340
4 Irving Place, New York, New York 10003
(212) 460-4600
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On June 10, 2003 Consolidated Edison Company of New York, Inc. (the "Company")
entered into (i) an underwriting agreement with HSBC Securities (USA) Inc., J.P.
Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives
for the underwriters named therein for the sale of $200 million aggregate
principal amount of the Company's 3.85% Debentures, Series 2003 B (the "2003 B
Debentures") and (ii) an underwriting agreement with Banc One Capital Markets,
Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as
representatives for the underwriters named therein for the sale of $200 million
aggregate principal amount of the Company's 5.10% Debentures, Series 2003 C (the
"2003 C Debentures" and, together with the 2003 B Debentures, the "Debentures").
The 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. Copies of the underwriting agreements and
the definitive forms of the Debentures are filed as exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Exhibit Index.
- 2 -
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/ Edward J. Rasmussen
Edward J. Rasmussen
Vice President and Controller
DATE: June 12, 2003
- 3 -
Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1.1 Underwriting Agreement relating to the 2003 B Debentures.
1.2 Underwriting Agreement relating to the 2003 C Debentures.
4.1 Form of the 2003 B Debentures.
4.2 Form of the 2003 C Debentures.
12 Statement of computation of the Company's ratio of earnings to fixed
charges for the three and twelve-month periods ended March 31, 2003
and the years 1998- 2002.
- 4 -
EXHIBIT 1.1
UNDERWRITING AGREEMENT
June 10, 2003
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.
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:
HSBC SECURITIES (USA) INC. J.P. MORGAN SECURITIES INC.
By: /s/ James Brucia BY: /s/ Robert Bottamedi
James Brucia Robert Bottamedi
Managing Director Vice President
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Hal J. Hendershot III
Hal J. Hendershot III
Executive Director
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SCHEDULE I
Principal Amount of
Designated Securities
Underwriters to be Purchased
HSBC Securities (USA) Inc. $ 50,000,000
J.P. Morgan Securities Inc. 50,000,000
Morgan Stanley & Co. Incorporated 50,000,000
BNY Capital Markets, Inc. 13,340,000
Goldman, Sachs & Co. 13,340,000
Lehman Brothers Inc. 13,340,000
Mellon Financial Markets, LLC 6,000,000
M.R. Beal & Company 1,990,000
The Williams Capital Group, L.P. 1,990,000
Total $ 200,000,000
SCHEDULE II
Title of Designated Securities:
3.85% Debentures, Series 2003 B.
Aggregate principal amount:
$200,000,000
Price to Public:
Initially 99.868% of the principal amount of the Designated Securities,
plus accrued interest, if any, from June 13, 2003 to the date of delivery,
and thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
99.218% of the principal amount of the Designated Securities, plus accrued
interest, if any, from June 13, 2003 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.
Maturity:
June 15, 2013
Interest Rate:
3.85% per annum.
Interest Payment Dates:
December 15, 2003, 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 10, 2003, 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 June 13, 2003.
Closing Location:
Room 1618-S at the Company, 4 Irving Place, New York, NY 10003.
- 2 -
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:
HSBC Securities J.P. Morgan Morgan Stanley & Co.
(USA) Inc. Securities Inc. Incorporated
452 Fifth Avenue 270 Park Avenue, 8th Floor 1585 Broadway
New York, NY 10018 New York, NY 10172 New York, NY 10036
Attn: John Campo Attn: Peter Madonia Attn: Bradford Hart
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."
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;"
- 3 -
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."
EXHIBIT 1.2
UNDERWRITING AGREEMENT
June 10, 2003
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.
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:
BANC ONE CAPITAL MARKETS, INC. J.P. MORGAN SECURITIES INC.
By: /s/ Robert Nordlinger BY: /s/ Robert Bottamedi
Robert Nordlinger Robert Bottamedi
Managing Director Vice President
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Hal J. Hendershot III
Hal J. Hendershot III
Executive Director
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SCHEDULE I
Principal Amount of
Designated Securities
Underwriters to be Purchased
Banc One Capital Markets, Inc. $ 50,000,000
J.P. Morgan Securities Inc. 50,000,000
Morgan Stanley & Co. Incorporated 50,000,000
BNY Capital Markets, Inc. 13,340,000
Citigroup Global Markets Inc. 13,340,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13,340,000
Mellon Financial Markets, LLC 6,000,000
M.R. Beal & Company 1,990,000
The Williams Capital Group, L.P. 1,990,000
Total $ 200,000,000
SCHEDULE II
Title of Designated Securities:
5.10% Debentures, Series 2003 C.
Aggregate principal amount:
$200,000,000
Price to Public:
Initially 99.832% of the principal amount of the Designated Securities,
plus accrued interest, if any, from June 13, 2003 to the date of delivery,
and thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
98.957% of the principal amount of the Designated Securities, plus accrued
interest, if any, from June 13, 2003 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.
Maturity:
June 15, 2033
Interest Rate:
5.10% per annum.
Interest Payment Dates:
December 15, 2003, 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 10, 2003, 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 June 13, 2003.
Closing Location:
Room 1618-S at the Company, 4 Irving Place, New York, NY 10003.
- 2 -
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:
Banc One Capital J.P. Morgan Morgan Stanley & Co.
Markets, Inc. Securities Inc. Incorporated
1 Bank One Plaza 270 Park Avenue, 8th Floor 1585 Broadway
Chicago, IL 60670 New York, NY 10172 New York, NY 10036
Attn: Robert Nordlinger Attn: Peter Madonia Attn: Bradford Hart
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."
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
- 3 -
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."
EXHIBIT 4.1
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.
3.85% DEBENTURES, SERIES 2003 B
INTEREST RATE MATURITY DATE CUSIP
3.85% per annum June 15, 2013 209111 EC 3
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
June 13, 2003, or from the most recent interest payment date to which interest
has been duly paid or provided for, initially on December 15, 2003, 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 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.
This Debenture is one of a duly authorized series of an issue of unsecured debt
securities of the Company designated as its 3.85% Debentures, Series 2003 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 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 HSBC Securities (USA) Inc., J.P.
Morgan Securities Inc. and Morgan Stanley & Co. 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.
"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.
-2-
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.
-3-
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 a Vice President and Controller 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
Vice President and Controller
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 13, 2003
-4-
EXHIBIT 4.2
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.
5.10% DEBENTURES, SERIES 2003 C
INTEREST RATE MATURITY DATE CUSIP
5.10% per annum June 15, 2033 209111 ED 1
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
June 13, 2003, or from the most recent interest payment date to which interest
has been duly paid or provided for, initially on December 15, 2003, 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 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.
This Debenture is one of a duly authorized series of an issue of unsecured debt
securities of the Company designated as its 5.10% Debentures, Series 2003 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 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 Banc One Capital Markets, Inc.,
J.P. Morgan Securities Inc. and Morgan Stanley & Co. 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.
"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.
-2-
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.
-3-
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 a Vice President and Controller 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
Vice President and Controller
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 13, 2003
-4-
EXHIBIT 12
CON EDISON COMPANY OF NEW YORK, INC.
RATIO TO EARNINGS TO FIXED CHARGES
(Millions of Dollars)
FOR THE THREE FOR THE TWELVE
MONTHS ENDED MONTHS ENDED FOR THE TWELVE MONTHS ENDED DECEMBER 31,
MARCH 31, 2003 MARCH 31, 2003 2002 2001 2000
-------------- -------------- ----------- ----------- -----------
EARNINGS
Net Income for Common Stock $ 138 $ 593 $ 605 $ 649 $ 570
Preferred Stock Dividend 3 12 13 14 14
Cumulative Effect of Changes in Accounting Principles - - - - -
(Income) or Loss from Equity Investees - 1 1 - -
Minority Interest Loss - - - - -
Income Tax 87 346 342 427 290
-------------- -------------- ----------- ----------- -----------
Pre-Tax Income from Continuing Operations $ 228 $ 952 $ 961 $ 1,090 $ 874
Add: Fixed Charges* 99 413 408 410 392
Add: Amortization of Capitalized Interest - - - - -
Add: Distributed Income of Equity Investees - - - - -
Subtract: Interest Capitalized - - - - -
Subtract: Preferred Stock Dividend Requirement - - - - -
-------------- -------------- ----------- ----------- -----------
EARNINGS $ 327 $ 1,365 $ 1,369 $ 1,500 $ 1,266
============== ============== =========== =========== ===========
* FIXED CHARGES
Interest on Long-term Debt 85 336 $ 333 $ 347 $ 319
Amortization of Debt Discount, Premium and Expense 3 13 12 13 13
Interest Capitalized - - -
Other Interest 7 50 51 32 43
Interest Component of Rentals 4 14 12 18 17
Preferred Stock Dividend Requirement - - - - -
-------------- -------------- ----------- ----------- -----------
FIXED CHARGES $ 99 $ 413 $ 408 $ 410 $ 392
============== ============== =========== =========== ===========
Ratio of Earnings to Fixed Charges 3.3 3.3 3.4 3.7 3.2
============== ============== =========== =========== ===========
FOR THE TWELVE MONTHS
ENDED DECEMBER 31,
1999 1998
---------- -----------
EARNINGS
Net Income for Common Stock $ 698 $ 728
Preferred Stock Dividend 14 17
Cumulative Effect of Changes in Accounting Principles - -
(Income) or Loss from Equity Investees - 1
Minority Interest Loss - -
Income Tax 366 414
---------- -----------
Pre-Tax Income from Continuing Operations $ 1,078 1,160
Add: Fixed Charges* 340 346
Add: Amortization of Capitalized Interest - -
Add: Distributed Income of Equity Investees - -
Subtract: Interest Capitalized - -
Subtract: Preferred Stock Dividend Requirement - -
---------- -----------
EARNINGS $ 1,418 1,506
========== ===========
* FIXED CHARGES
Interest on Long-term Debt $ 292 $ 295
Amortization of Debt Discount, Premium and Expense 13 14
Interest Capitalized - -
Other Interest 17 18
Interest Component of Rentals 18 19
Preferred Stock Dividend Requirement - -
---------- -----------
FIXED CHARGES $ 340 $ 346
========== ===========
Ratio of Earnings to Fixed Charges 4.2 4.4
========== ===========
