<PAGE>
FILE NO. 70-9447
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------
AMENDMENT NO. 2 (U-1/A) TO FORM U-1
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
---------------------------------------------
Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003
(Name of company filing this statement
and address of principal executive offices)
None
(Name of top registered holding company parent
of each applicant or declarant)
Peter A. Irwin John L. Carley
Consolidated Edison, Inc. Orange and Rockland Utilities, Inc.
4 Irving Place One Blue Hill Plaza
New York, New York 10003 Pearl River, New York 10965
(212) 460-4600 (914) 352-6000
(Name and address of agents for service)
The Commission is requested to mail copies of all notices, orders and
communications in connection with this Application to:
J.A. Bouknight
Douglas G. Green
James B. Vasile
Steptoe & Johnson LLP
1330 Connecticut Avenue, NW
Washington, D.C. 20036-1795
(202) 429-3000
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
INTRODUCTION
On February 3, 1999, Consolidated Edison, Inc. ("CEI"), the holding company
for Consolidated Edison Company of New York, Inc. ("Con Edison"), filed an
Application pursuant to Sections 9(a)(2) and 10 of the Public Utility Holding
Company Act (the "Act"), requesting the Securities and Exchange Commission
("SEC" or "Commission") to authorize the acquisition of all of the issued and
outstanding securities of Orange and Rockland Utilities, Inc. ("Orange and
Rockland") pursuant to the terms of the Agreement and Plan of Merger among
Orange and Rockland, CEI and C Acquisition Corp., dated as of May 10, 1998 (the
"Merger").
On March 26, 1999, the Commission issued a public notice of the
Application. The notice established April 20, 1999, as the due date for the
submission of written comments on the Application.
On April 12, 1999, CEI filed Amendment No. 1 to the Application to provide
certain operating data in response to a request from the SEC Staff, and to
report that the Merger has been approved by the State of New York Public Service
Commission, by the New Jersey Board of Public Utilities, and by the Pennsylvania
Public Utility Commission. CEI also requested the Commission to issue an order
approving the Merger no later than April 30, 1999, to permit CEI to consummate
the Merger on the targeted closing date of May 3, 1999.
The purpose of this Amendment is to provide the preliminary opinions of
counsel in accordance with the instructions to Form U-1, and to provide a copy
of the Confirming Order of the State of New York Public Service Commission,
issued and effective April 14, 1999, in Case
-2-
<PAGE>
98-M-0961. The Confirming Order approves and confirms the Order authorizing the
Merger, which was issued April 2, 1999, by the Chairman of the New York Public
Service Commission.
ITEM 6: EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits are filed with this Amendment:
D-5 (amended): Orders of the FERC and State Commissions
1. Confirming Order of the New York Public Service
Commission, Case 98-M-0961, Issued April 14, 1999.
F-1 (amended): Preliminary Opinions of Counsel
1. Opinion of John D. McMahon, Senior Vice President and
General Counsel, Consolidated Edison, Inc.;
2. Opinion of G.D. Caliendo, Senior Vice President,
General Counsel and Secretary, Orange and Rockland
Utilities, Inc.;
3. Opinion of Morgan, Lewis & Bockius LLP;
4. Opinion of Riker, Danzig, Scherer, Hyland & Perretti
LLP;
5. Opinion of Skadden, Arps, Slate, Meager & Flom LLP.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act, the
undersigned Company has duly caused this Amendment to the Application to be
signed on its behalf by the undersigned thereunto duly authorized.
CONSOLIDATED EDISON, INC.
Date: April 20, 1999 By: /s/ Peter A. Irwin
------------------
Peter A. Irwin
-3-
<PAGE>
STATE OF NEW YORK
PUBLIC SERVICE COMMISSION
At a session of the Public Service
Commission held in the City of
Albany on April 14, 1999
COMMISSIONERS PRESENT:
Maureen O. Helmer, Chairman
Thomas J. Dunleavy
James D. Bennett
Leonard A. Weiss
CASE 98-M-0961 - Joint Petition of Consolidated Edison, Inc., Consolidated
Edison Company of New York, Inc. and Orange and Rockland
Utilities, Inc. for Approval of a Certificate of merger and
Stock Acquisition.
CONFIRMING ORDER
(Issued and Effective April 14, 1999)
An order was made in this proceeding on April 1, 1999 by Maureen O.
Helmer, Chairman.
The Commission orders:
- ---------------------
The foregoing order is approved and confirmed and filed in the office
of the Commission.
By the Commission,
(SIGNED) DEBRA RENNER
Acting Secretary
<PAGE>
Exhibit F-1
Preliminary Opinion of Counsel
Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003
April 16, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Consolidated Edison, Inc.
Form U-1 Application-Declaration
(File No. 70-9447)
Ladies and Gentlemen:
I refer to the Form U-1 Application (the "Application"), under Sections
9(a)(2) and 10 of the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed with the Securities and Exchange Commission (the
"Commission") by Consolidated Edison, Inc. ("CEI"), a New York corporation, with
respect to the acquisition of all the common stock of Orange and Rockland
Utilities, Inc. ("Orange and Rockland") for $58.50 per outstanding share in cash
and the merger of Orange and Rockland with C Acquisition Corp., a wholly owned
subsidiary of CEI, after which Orange and Rockland will be a wholly owned
subsidiary of CEI (the "Transaction"). Capitalized terms used in this letter
but otherwise not defined shall have the meanings ascribed to such terms in the
Application. The Application seeks authorization and approval of the
Transaction and pursuant thereto the acquisition of all the issued and
outstanding common stock of Orange and Rockland.
I am an attorney licensed in the State of New York and am the Senior Vice
President, General Counsel and chief legal officer of CEI and of its principal
subsidiary, Consolidated Edison Company of New York, Inc. ("Con Edison"). I
and other members of the Con Edison's Law Department have represented CEI in
connection with the Application and I am familiar with the corporate proceedings
taken by CEI in connection with the Transaction as described in the Application.
I have examined originals, or copies certified to my satisfaction, of such
corporate records of CEI and other instruments, agreements and documents as I
have deemed it necessary to examine as a basis for the opinions hereinafter
expressed. In such
<PAGE>
2
examination I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity
with the originals of all documents submitted to me as copies. As to various
questions of fact material to such opinions I have, when relevant facts were not
independently established, relied upon representations of officers of CEI and
Orange and Rockland and other appropriate persons and statements contained in
the Application and the exhibits thereto. I am not a member of either the New
Jersey bar or the Pennsylvania bar and do not hold myself out as an expert on
the law of the State of New Jersey or the Commonwealth of Pennsylvania. As to
matters governed by the laws of New Jersey and Pennsylvania, I am relying on the
opinion of G.D. Caliendo, the Senior Vice President and General Counsel of
Orange and Rockland (a copy of which is attached as Attachment A).
The opinions expressed below are subject to the following further
assumptions and conditions:
(a) The Transaction, as contemplated by the Application, shall have been
authorized by the Commission under the Act and the rules and
regulations thereunder, and shall have been consummated as described
therein.
(b) The Transaction shall have been duly authorized and approved to the
extent required by the governing documents and applicable federal or
state laws and by the respective Board of Directors of CEI and Orange
and Rockland, and such authorization or approval shall remain in full
force and effect.
(c) The parties shall have obtained all consents, waivers and releases, if
any, required for the Transaction under all applicable governing
corporate documents, contracts, agreements, debt instruments,
indentures, franchises, licenses and permits.
(d) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed herein.
(e) The Transaction shall have been consummated as described in the
Application and under my supervision as the Senior Vice President and
General Counsel of CEI and the supervision of Steptoe and Johnson,
LLP, special counsel to CEI and Orange and Rockland; Cravath, Swaine
and Moore, special counsel to CEI; the Senior Vice President and
General Counsel of Orange and Rockland; Skadden, Arps, Slate, Meagher
& Flom, LLP, special counsel to Orange and Rockland; Riker, Danzig,
Scherer, Hyland & Perretti, LLP, special counsel to Orange and
Rockland and CEI for New Jersey matters, and Morgan, Lewis & Bockius,
LLP, special counsel to Orange and Rockland and CEI for Pennsylvania
<PAGE>
3
matters, and all legal matters incident thereto shall be satisfactory
to each of us.
Based upon the foregoing I am of the opinion, in the event that the
Transaction is consummated in accordance with the Application:
1. All laws of the States of New York and New Jersey, and the
Commonwealth of Pennsylvania applicable to the Transaction will have
been complied with.
2. CEI and C Acquisition Corp., the merger subsidiary, are validly
organized and duly existing under the laws of the State of New York.
3. Orange and Rockland is validly organized and duly existing under the
laws of the State of New York.
4. CEI will legally acquire all of the shares of common stock of Orange
and Rockland in the Transaction.
5. All shares of common stock of Orange and Rockland will be validly
issued, fully paid and nonassessable, and the holder thereof, CEI,
will be entitled to the rights and privileges appertaining thereto set
forth in Orange and Rockland's Restated Certificate of Incorporation.
6. The consummation of the Transaction will not violate the legal rights
of the holders of any securities issued respectively by CEI or its
subsidiaries or Orange and Rockland or its subsidiaries.
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
John D. McMahon
Senior Vice President
and General Counsel
<PAGE>
Attachment A
Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, New York 10965
April 16, 1999
John D. McMahon
Senior Vice President and General Counsel
Consolidated Edison, Inc.
4 Irving Place
New York, New York 10003
RE: Consolidated Edison, Inc.
Form U-1 Application-Declaration
(File No. 70-9447)
Ladies and Gentlemen:
I refer to the Form U-1 Application (the "Application"), under Sections
9(a)(2) and 10 of the Public Utility Holding Company Act of 1935, as amended
(the "Act"), filed with the Securities and Exchange Commission (the
"Commission") by Consolidated Edison, Inc. ("CEI"), a New York corporation, with
respect to the acquisition of all the common stock of Orange and Rockland
Utilities, Inc. ("Orange & Rockland") for $58.50 per share in cash and the
merger of Orange & Rockland with C Acquisition Corp., a wholly owned subsidiary
of CEI, after which Orange and Rockland will be a wholly owned subsidiary of CEI
(the "Transaction"). Capitalized terms used in this letter but otherwise not
defined shall have the meanings ascribed to such terms in the Application. The
Application seeks authorization and approval of the Transaction and pursuant
thereto the acquisition of all the issued and outstanding common stock of Orange
and Rockland.
I am an attorney licensed in the State of New York and the Commonwealth of
Pennsylvania and am the Senior Vice President, General Counsel and Secretary of
Orange and Rockland. I and other members of Orange and Rockland's Law
Department have represented Orange and Rockland in connection with the
Application and I am familiar with the corporate proceedings taken by Orange and
Rockland in connection with the Transaction as described in the Application.
I have examined originals, or copies certified to my satisfaction, of such
corporate records of Orange and Rockland and other instruments, agreements and
documents as I
<PAGE>
John D. McMahon
April 16, 1999
Page 2
have deemed it necessary to examine as a basis for the opinions hereinafter
expressed. In such examination I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals and the
conformity with the originals of all documents submitted to me as copies. As to
various questions of fact material to such opinions I have, when relevant facts
were not independently established, relied upon representations of officers of
Orange and Rockland and other appropriate persons and statements contained in
the Application and the exhibits thereto. As to certain matters governed by the
laws of the Commonwealth of Pennsylvania, I am relying on the opinion of Morgan,
Lewis & Bockius, LLP (a copy of which is attached hereto as Annex A). I am not a
member of the New Jersey bar and do not hold myself out as an expert on the laws
of the State of New Jersey. As to matters governed by the laws of New Jersey, I
am relying on the opinions of Riker, Danzig, Scherer, Hyland & Perretti, LLP ( a
copy of which is attached hereto as Annex B) and Skadden, Arps, Slate, Meagher &
Flom, LLP (a copy of which is attached hereto as Annex C).
The opinions expressed below are subject to the following further
assumptions and conditions:
(a) The Transaction shall have been duly authorized and approved to the
extent required by the governing documents and applicable federal or
state laws and by the respective Board of Directors of CEI and Orange
and Rockland, and such authorization or approval shall remain in full
force and effect.
(b) The parties shall have obtained all consents, waivers and releases, if
any, required for the Transaction under all applicable governing
corporate documents, contracts, agreements, debt instruments,
indentures, franchises, licenses and permits.
(c) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed herein.
Based upon the foregoing I am of the opinion that, in the event the
Transaction is consummated in accordance with the Application:
1. Orange and Rockland is validly organized and duly existing under the
laws of the State of New York.
2. All laws of the Commonwealth of Pennsylvania applicable to the
Transaction will have been complied with.
3. All laws of the State of New Jersey applicable to the Transaction will
have been complied with.
<PAGE>
John D. McMahon
April 16, 1999
Page 3
I hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
G.D. Caliendo
Senior Vice President,
General Counsel and Secretary
<PAGE>
Annex A
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19109-2921
April 15, 1999
G.D. Caliendo, Esquire
Senior Vice President, General Counsel & Secretary
Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, NY 10965
Re: Consolidated Edison, Inc., Form U-1 Application-Declaration, (File
------------------------------------------------------------------
No. 70-9447)
------------
Dear Mr. Caliendo:
Reference is made to the Form U-1 Application (the "Application"), under
Sections 9(a)(2) and 10 of the Public Utility Holding Company Act of 1935, as
amended (the "Act"), filed with the Securities and Exchange Commission (the
"Commission") by Consolidated Edison, Inc. ("CEI"), a New York corporation, with
respect to the acquisition of all the common stock of Orange and Rockland
Utilities, Inc. ("Orange and Rockland") for $58.50 per share in cash and the
merger of Orange and Rockland with C Acquisition Corp., a wholly owned
subsidiary of CEI, after which Orange and Rockland will be a wholly owned
subsidiary of CEI (the "Transaction"). Capitalized terms used in this letter
but otherwise not defined shall have the meanings ascribed to such terms in the
Application. The Application seeks authorization and approval of the
Transaction and pursuant thereto the acquisition of all the issued and
outstanding common stock of Orange and Rockland.
We have acted as special Pennsylvania counsel for Orange and Rockland in
connection with the Transaction and, as such counsel, we are familiar with the
regulatory proceedings taken by Orange and Rockland in Pennsylvania in
connection with the Transaction as described in the Application.
We have examined originals, or copies certified to my satisfaction, of such
corporate records of CEI and other instruments, agreements and documents as we
have deemed it necessary to examine as a basis for the opinions hereinafter
expressed. In such examination we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity with the originals of all documents submitted to us as
copies.
<PAGE>
C.D. Caliendo, Esquire
April 15, 1999
Page 2
As to various questions of fact material to such opinions we have, when
relevant facts were not independently established, relied upon representations
of officers of CEI and Orange and Rockland and other appropriate persons and
statements contained in the Application and the exhibits thereto.
The opinions expressed below are subject to the following further assumptions
and conditions:
(a) The Transaction shall have been duly authorized and approved to the
extent required by the governing documents and applicable federal or
state laws and by the respective Board of Directors of CEI and Orange
and Rockland, and such authorization or approval shall remain in full
force and effect.
(b) The parties shall have obtained all consents, waivers and releases,
if any, required for the Transaction under all applicable governing
corporate documents, contracts, agreements, debt instruments,
indentures, franchises, licenses and permits.
(c) No act or event other than as described herein shall have occurred
subsequent to the date hereof which would change the opinions
expressed herein.
Based upon the foregoing, we are of the opinion that, in the event that the
Transaction is consummated in accordance with the Application, all necessary
regulatory approvals under the Pennsylvania Public Utility Code, 66 Pa.C.S.
(S)101, et seq., will have been obtained.
-- ----
We hereby consent to the use of this opinion as an exhibit to the Application.
Very truly yours,
Morgan, Lewis & Bockius LLP
<PAGE>
Annex B
Riker, Danzig, Scherer, Hyland & Perretti LLP
Headquarters Plaza
One Speedwell Avenue
Morristown, New Jersey 07962-1961
April 15, 1999
G.D. Caliendo
Senior Vice President, General Counsel and Secretary
Orange and Rockland Utilities, Inc.
1 Blue Hill Plaza
Pearl River, New York 10965
RE: Consolidated Edison, Inc.
Form U-1 Application-Declaration
(File No. 70-9447)
Ladies and Gentlemen:
Reference is made to the Form U-1 Application (the "Application"),
under Sections 9(a)(2) and 10 of the Public Utility Holding Company Act of 1935,
as amended (the "Act"), filed with the Securities and Exchange Commission (the
"Commission") by Consolidated Edison, Inc. ("CEI"), a New York corporation, with
respect to the acquisition of all the common stock of Orange and Rockland
Utilities, Inc. ("Orange and Rockland") for $58.50 per share in cash and the
merger of Orange and Rockland with C Acquisition Corp., a wholly owned
subsidiary of CEI, after which Orange and Rockland will be a wholly owned
subsidiary of CEI (the "Transaction"). Capitalized terms used in this letter but
otherwise not defined shall have the meanings ascribed to such terms in the
Application. The Application seeks authorization and approval of the Transaction
and pursuant thereto the acquisition of all the issued and outstanding common
stock of Orange and Rockland.
We have acted as special New Jersey counsel for Orange and Rockland in
connection with the Transaction and, as such counsel, we are familiar with the
regulatory proceedings taken by Orange and Rockland in New Jersey in connection
with the Transaction as described in the Application.
We have examined originals, or copies certified to our satisfaction,
of such instruments, agreements and documents as we have deemed it necessary to
examine as a basis for the opinions hereinafter expressed. In such examination
we have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity
<PAGE>
G.D. Caliendo
April 15, 1999
Page 2
with the originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant facts were
not independently established, relied upon representations of officers of CEI
and Orange and Rockland and other appropriate persons and statements contained
in the Application and the exhibits thereto.
The opinions expressed below are subject to the following further
assumptions and conditions:
(a) The Transaction shall have been duly authorized and approved to
the extent required by the governing documents and applicable
federal or state laws and by the respective Board of Directors
of CEI and Orange and Rockland, and such authorization or
approval shall remain in full force and effect.
(b) The parties shall have obtained all consents, waivers and
releases, if any, required for the Transaction under all
applicable governing corporate documents, contracts, agreements,
debt instruments, indentures, franchises, licenses and permits.
(c) No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed herein.
Based upon the foregoing and subject to the following exception, we
are of the opinion that, in the event that the Transaction is consummated in
accordance with the Application, all laws of the State of New Jersey applicable
to the Transaction will have been complied with. We express no opinion with
respect to New Jersey environmental laws and we understand that a separate
opinion on that subject will be rendered by other counsel.
We hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
Riker, Danzig, Scherer, Hyland
& Perretti LLP
<PAGE>
Annex C
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FIRM/AFFILIATE
OFFICES
A NEW YORK LIMITED LIABILITY PARTNERSHIP
ONE NEWARK CENTER ----
NEWARK, NEW JERSEY 07102-5297
BOSTON
--- CHICAGO
HOUSTON
(973) 639-6800 LOS ANGELES
Fax: (973) 639-6858 NEW YORK
http://www.skadden.com PALO ALTO
SAN FRANCISCO
April 16, 1999
G.D. Caliendo, Esq.
Senior Vice President, General Counsel, and Secretary
Orange and Rockland Utilities, Inc.
One Blue Hill Plaza
Pearl River, New York 10965
Re: Consolidated Edison, Inc. Form U-1 Application-
Declaration (File No. 70-9447)
------------------------------
Dear Mr. Caliendo:
We write in connection with the Form U-1 Application (the
"Application"), under Sections 9(a)(2) and 10 of the Public Utility
Holding Company Act of 1935, as amended (the "Act"), filed with the
Securities and Exchange Commission (the "Commission") by Consolidated
Edison, Inc. ("CEI"), a New York corporation. The Application is filed
in connection with an Agreement and Plan of Merger, dated as of May 10,
1998, by and among Orange & Rockland Utilities, Inc. ("Orange &
Rockland"), CEI, and C Acquisition Corp., a wholly owned subsidiary of
CEI ("Merger Agreement"). Pursuant to the Merger Agreement, CEI will
acquire all of the common stock of Orange & Rockland for $58.50 per
share in cash and Orange & Rockland will merge with C Acquisition
Corp., after which Orange & Rockland will be a wholly owned subsidiary
of CEI (the "Transaction"). The Application seeks authorization and
approval of the Transaction by the Commission.
<PAGE>
G.D. Caliendo, Esq.
April 16, 1999
Page 2
We have acted as special New Jersey counsel for Orange &
Rockland in connection with the Merger Agreement. In such capacity,
our role has been limited to advising Orange & Rockland concerning
compliance with the New Jersey statutes and regulations pertaining to
the protection of the environment that, in our experience, are normally
applicable to Transactions of the type contemplated by the Merger
Agreement ("Environmental Laws"). Our opinion is limited to the
Environmental Laws.
Capitalized terms used in this letter but otherwise not
defined shall have the meanings ascribed to such terms in the
Application. "Governmental Approval" means any consent, approval,
license, authorization or validation of, or filing, recording or
registration with, any governmental authority pursuant to the
Environmental Laws.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of CEI and other instruments,
agreements and documents as we have deemed necessary to examine as a
basis for the opinions hereinafter expressed. In such examination we
have assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity of all
originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions, we have, when relevant
facts were not independently established, relied upon representations
of officers of CEI and Orange & Rockland and other appropriate persons
and statements contained in the Application and the exhibits thereto.
Based upon the foregoing, we are of the opinion that:
1. Neither the execution, delivery or performance by Orange
& Rockland of the Merger Agreement nor the compliance by Orange &
Rockland with the terms and provisions thereof will contravene any
provision of any Environmental Law.
<PAGE>
G.D. Caliendo, Esq.
April 16, 1999
Page 3
2. No Governmental Approval, which has not been obtained or
taken and is not in full force and effect, is required to authorize or
is required in connection with the Transaction.
We hereby consent to the use of this opinion as an exhibit to
the Application.
Very truly yours,
Skadden, Arps, Slate, Meagher
& Flom LLP
